Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2016 | Jul. 27, 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 | Jun. 30, 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 | 205,121,753 | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q2 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 | Jun. 30, 2015 | Dec. 31, 2014 |
Assets | ||||
Real estate investments, net | $ 3,465,251 | $ 2,090,059 | ||
Land rights, net | 595,380 | 0 | ||
Property and equipment, used in operations, net | 124,246 | 129,747 | ||
Investment in direct financing lease, net | 2,746,720 | 0 | ||
Cash and cash equivalents | 23,739 | 41,875 | $ 31,059 | $ 35,973 |
Prepaid expenses | 6,185 | 7,908 | ||
Other current assets | 70,502 | 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 $5,937 at June 30, 2016 and December 31, 2015, respectively | 0 | 3,563 | ||
Loan receivable | 27,275 | 29,350 | ||
Deferred tax assets, non-current | 3,293 | 2,447 | ||
Other assets | 1,373 | 387 | ||
Total assets | 7,149,062 | 2,448,155 | ||
Liabilities | ||||
Accounts payable | 244 | 406 | ||
Accrued expenses | 6,512 | 9,580 | ||
Accrued interest | 29,975 | 17,623 | ||
Accrued salaries and wages | 12,740 | 13,719 | ||
Gaming, property, and other taxes | 31,337 | 24,702 | ||
Current maturities of long-term debt | 105 | 102 | ||
Other current liabilities | 32,992 | 17,687 | ||
Long-term debt, net of current maturities and unamortized debt issuance costs | 4,513,347 | 2,510,239 | ||
Deferred rental revenue | 135,291 | 107,379 | ||
Deferred tax liabilities, non-current | 347 | 232 | ||
Total liabilities | 4,762,890 | 2,701,669 | ||
Shareholders’ equity (deficit) | ||||
Preferred stock ($.01 par value, 50,000,000 shares authorized, no shares issued or outstanding at June 30, 2016 and December 31, 2015) | 0 | 0 | ||
Common stock ($.01 par value, 500,000,000 shares authorized, 203,412,809 and 115,594,321 shares issued at June 30, 2016 and December 31, 2015, respectively) | 2,034 | 1,156 | ||
Additional paid-in capital | 3,647,137 | 935,220 | ||
Retained deficit | (1,262,999) | (1,189,890) | ||
Total shareholders’ equity (deficit) | 2,386,172 | (253,514) | ||
Total liabilities and shareholders’ equity (deficit) | $ 7,149,062 | $ 2,448,155 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Jun. 30, 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 | 203,412,809 | 115,594,321 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Income - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2016 | Mar. 31, 2016 | Jun. 30, 2015 | Mar. 31, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Revenues | ||||||
Rental income | $ 142,101 | $ 98,295 | $ 242,316 | $ 195,843 | ||
Income from direct financing lease | 12,631 | 0 | 12,631 | 0 | ||
Real estate taxes paid by tenants | 15,673 | 12,943 | 27,500 | 26,293 | ||
Total rental revenue and income from direct financing lease | 170,405 | 111,238 | 282,447 | 222,136 | ||
Gaming | 35,539 | 37,131 | 70,922 | 73,510 | ||
Food, beverage and other | 2,832 | 2,855 | 5,608 | 5,670 | ||
Total revenues | 208,776 | 151,224 | 358,977 | 301,316 | ||
Less promotional allowances | (1,415) | (1,357) | (2,796) | (2,744) | ||
Net revenues | 207,361 | 149,867 | 356,181 | 298,572 | ||
Operating expenses | ||||||
Gaming | 19,105 | 20,271 | 38,039 | 39,287 | ||
Food, beverage and other | 2,084 | 2,177 | 4,137 | 4,361 | ||
Real estate taxes | 16,075 | 13,209 | 28,282 | 26,964 | ||
General and administrative | 22,261 | 23,722 | 43,167 | 45,261 | ||
Depreciation | 27,019 | 27,617 | 54,102 | 55,028 | ||
Total operating expenses | 86,544 | 86,996 | 167,727 | 170,901 | ||
Income from operations | 120,817 | 62,871 | 188,454 | 127,671 | ||
Other income (expenses) | ||||||
Interest expense | (45,936) | (29,585) | (79,337) | (59,147) | ||
Interest income | 654 | 585 | 1,171 | 1,180 | ||
Total other expenses | (45,282) | (29,000) | (78,166) | (57,967) | ||
Income before income taxes | 75,535 | 33,871 | 110,288 | 69,704 | ||
Income tax expense | 2,271 | 1,882 | 4,275 | 4,584 | ||
Net income | $ 73,264 | $ 31,989 | $ 106,013 | $ 65,120 | ||
Earnings per common share (in dollars per share) | ||||||
Basic earnings per common share | $ 0.40 | $ 0.28 | $ 0.70 | $ 0.57 | ||
Diluted earnings per common share | 0.39 | 0.27 | 0.69 | 0.55 | ||
Dividends paid per common share (in dollars per share) | $ 0.56 | $ 0.56 | $ 0.55 | $ 0.55 | $ 1.12 | $ 1.09 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Changes in Shareholders' Equity (Deficit) - 6 months ended Jun. 30, 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 | ||||
Issuance of new common stock | $ 2,649,189 | $ 848 | 2,648,341 | |
Issuance of new common stock (in shares) | 84,752,168 | |||
Stock option activity | 56,491 | $ 29 | 56,462 | |
Stock option activity (in shares) | 2,929,830 | |||
Restricted stock activity | 7,115 | $ 1 | 7,114 | |
Restricted stock activity (in shares) | 136,490 | |||
Dividends paid | (179,122) | $ 0 | 0 | (179,122) |
Dividends paid (in shares) | 0 | |||
Net income | 106,013 | 106,013 | ||
Ending Balance at Jun. 30, 2016 | $ 2,386,172 | $ 2,034 | $ 3,647,137 | $ (1,262,999) |
Ending Balance (in shares) at Jun. 30, 2016 | 203,412,809 | 203,412,809 |
Condensed Consolidated Stateme6
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2016 | Jun. 30, 2015 | |
Operating activities | ||
Net income | $ 106,013 | $ 65,120 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 55,643 | 55,028 |
Amortization of debt issuance costs | 8,632 | 4,039 |
(Gains) losses on dispositions of property | (15) | 67 |
Deferred income taxes | (824) | (1,537) |
Stock-based compensation | 9,163 | 8,505 |
Straight-line rent adjustments | 27,912 | 27,912 |
(Increase), decrease | ||
Prepaid expenses and other current assets | (4,205) | 3,390 |
Other assets | (726) | (4) |
Increase, (decrease) | ||
Accounts payable | (245) | (665) |
Accrued expenses | (3,638) | 3,767 |
Accrued interest | 12,352 | (14) |
Accrued salaries and wages | (979) | (3,441) |
Gaming, property and other taxes | 556 | (989) |
Income taxes | 0 | 229 |
Other current and non-current liabilities | 703 | 662 |
Net cash provided by operating activities | 210,342 | 162,069 |
Investing activities | ||
Capital project expenditures, net of reimbursements | (269) | (10,750) |
Capital maintenance expenditures | (1,197) | (1,726) |
Proceeds from sale of property and equipment | 234 | 97 |
Principal payments on loan receivable | 2,075 | 1,075 |
Acquisition of real estate assets | (2,940,490) | 0 |
Collections of principal payments on investment in direct financing lease | 12,525 | 0 |
Other investing activities | 0 | (37) |
Net cash used in investing activities | (2,927,122) | (11,341) |
Financing activities | ||
Dividends paid | (179,122) | (125,522) |
Proceeds from exercise of options | 54,527 | 12,928 |
Proceeds from issuance of common stock, net of issuance costs | 825,198 | 0 |
Proceeds from issuance of long-term debt | 2,337,000 | 0 |
Financing costs | (31,908) | 0 |
Repayments of long-term debt | (307,051) | (43,048) |
Net cash provided by (used in) financing activities | 2,698,644 | (155,642) |
Net decrease in cash and cash equivalents | (18,136) | (4,914) |
Cash and cash equivalents at beginning of period | 41,875 | 35,973 |
Cash and cash equivalents at end of period | $ 23,739 | $ 31,059 |
Business and Operations
Business and Operations | 6 Months Ended |
Jun. 30, 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. In April 2016, the Company acquired substantially all of the real estate assets of Pinnacle Entertainment, Inc. ("Pinnacle") for approximately $4.8 billion . GLPI leases these assets back to Pinnacle, under a triple-net lease with an initial term of 10 years with no purchase option, followed by five 5 -year renewal options (exercisable by Pinnacle) on the same terms and conditions (the "Pinnacle Master Lease"). See Note 5 for further details surrounding the Pinnacle acquisition. GLPI’s primary business consists of acquiring, financing, and owning real estate property to be leased to gaming operators in triple-net lease arrangements. As of June 30, 2016 , GLPI’s portfolio consisted of 35 gaming and related facilities, including the TRS Properties, the real property associated with 18 gaming and related facilities operated by Penn, the real property associated with 14 gaming and related facilities operated by Pinnacle and the real property associated with the Casino Queen in East St. Louis, Illinois. These facilities are geographically diversified across 14 states and were 100% occupied at June 30, 2016 . GLPI expects to grow its portfolio by pursuing opportunities to acquire additional gaming facilities to lease to gaming operators under prudent terms, including 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 ("CCR"), 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 the Meadows real property assets to Pinnacle under a triple-net lease separate from the Pinnacle Master Lease. Both transactions involving the Meadows are expected to close in September of 2016. However, we cannot predict the actual dates on which the transactions will be completed because each transaction is subject to conditions beyond the parties' control. |
Basis of Presentation Basis of
Basis of Presentation Basis of Presentation | 6 Months Ended |
Jun. 30, 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 and six months ended June 30, 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 | 6 Months Ended |
Jun. 30, 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. In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606) ("ASU 2014-09"). This new standard will replace all current U.S. GAAP guidance on this topic and eliminate all industry-specific guidance. ASU 2014-09 provides a unified model to determine when and how revenue is recognized. The core principle is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration for which the entity expects to be entitled in exchange for those goods or services. At the April 1, 2015 FASB meeting, the board voted to defer the effective date for the new revenue recognition standard to annual reporting periods beginning after December 15, 2017. The pronouncement was originally effective for annual reporting periods beginning after December 15, 2016, and companies are permitted to elect the adoption of the standard as of the original effective date. When adopted, the new guidance can be applied either retrospectively to each period presented or as a cumulative-effect adjustment as of the date of adoption. The Company is evaluating the impact of adopting this new accounting standard on its financial statements and internal revenue recognition policies. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 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 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. Investment in Direct Financing Lease, Net The fair value of the investment in direct financing lease, net approximates the carrying value of the Company's investment in direct financing lease, net, as collection on the outstanding receivable balance is reasonably assured. The fair value measurement of the investment in direct financing lease, net 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): June 30, 2016 December 31, 2015 Carrying Amount Fair Value Carrying Amount Fair Value Financial assets: Investment in direct financing lease, net $ 2,746,720 $ 2,746,720 $ — $ — Cash and cash equivalents 23,739 23,739 41,875 41,875 Deferred compensation plan assets 16,218 16,218 14,833 14,833 Loan receivable 27,275 27,275 29,350 29,350 Financial liabilities: Deferred compensation plan liabilities 16,218 16,218 14,866 14,866 Long-term debt Senior unsecured credit facility 1,145,000 1,129,314 490,000 479,612 Senior unsecured notes 3,425,000 3,557,088 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 and six months ended June 30, 2016 and 2015 , and comprehensive income for the three and six months ended June 30, 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. The Company recognizes income from tenants subject to direct financing leases ratably over the lease term using the effective interest rate method which produces a constant periodic rate of return on the net investment in the leased property. At lease inception, the Company records an asset which represents the Company's net investment in the direct financing lease. This initial net investment is determined by aggregating the total future minimum lease payments attributable to the direct financing lease and the estimated residual value of the property, less unearned income. Over the lease term, the investment in the direct financing lease is reduced and income is recognized for the building portion of rent. Furthermore, as the net investment in direct financing lease includes only future minimum lease payments, percentage rent that is not fixed and determinable at the lease inception is excluded from the determination of the rent attributable to the leased assets and will therefore be recorded as income from the direct financing lease in the period earned. For further detail on the Company's direct financing lease refer to Note 9. As of June 30, 2016 , 18 of the Company’s real estate investment properties were leased to a subsidiary of Penn under the Penn Master Lease and 14 of the Company's real estate investment properties were leased to a subsidiary of Pinnacle under the Pinnacle Master Lease. The obligations under the Penn and Pinnacle Master Leases are guaranteed by Penn and Pinnacle, respectively and by most Penn and Pinnacle subsidiaries that occupy and operate the facilities leased under the Master Leases. A default by Penn or its subsidiaries with regard to any facility will cause a default with regard to the Penn Master Lease and a default by Pinnacle or its subsidiaries with regard to any facility will cause a default with regard to the Pinnacle Master Lease. GLPI also leases the Casino Queen property back to its operator on a triple-net basis on terms similar to those in the Master Leases. 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 executory costs: (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. Similar to the Penn Master Lease, the Pinnacle Master 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 facilities, which is adjusted, subject to certain floors every two years by an amount equal to 4% of the average annual net revenues of all facilities under the Pinnacle Master Lease during the preceding two years . As a tenant under a triple-net lease, Pinnacle is also responsible for all executory charges described in the above paragraph. 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 master leases, the tenant is responsible for all executory charges described above. The Company determined, based on facts and circumstances prevailing at the time of each lease's inception, that neither Penn, Pinnacle 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 and Pinnacle's revenues were generated from operations in connection with the leased properties. There are also various legal restrictions in the jurisdictions in which Penn, Pinnacle 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 and Pinnacle Master Leases, Penn and Pinnacle must make their 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, Pinnacle 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. The lease term of the Pinnacle Master Lease is also 35 years , equal to the initial 10 year term plus all five of the 5 -year renewal options. As of June 30, 2016 , the future minimum rental income from the Company's properties under non-cancelable operating leases, including any reasonably assured rental periods, is as follows (in thousands): Year ending December 31, 2016 $ 299,766 2017 597,935 2018 600,455 2019 613,061 2020 613,061 Thereafter 17,679,434 Total $ 20,403,712 As of June 30, 2016 , the future income from the Company's properties under the non-cancelable direct financing lease, inclusive of the fixed portion of ground lease rent and including any reasonably assured rental periods, is as follows (in thousands): Year ending December 31, 2016 $ 35,447 2017 68,672 2018 66,509 2019 64,722 2020 63,057 Thereafter 1,121,270 Total $ 1,419,677 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. Similarly, the Company records revenue for the ground lease rent paid by its tenants with an offsetting expense in general and administrative expense within the condensed consolidated statement of income as the Company has concluded that as the lessee it is the primary obligor under the ground leases. The Company subleases these ground leases back to its tenants, who are responsible for payment directly to the landlord. The portion of the ground lease rent that is fixed and determinable is included in the schedule above as future income, while the portion of the ground lease rent that is variable, as well as, the property taxes the Company's records as revenue are excluded from future minimum revenue as the amounts are not fixed and determinable at June 30, 2016 . Furthermore, any contingent rent the Company expects to receive from tenants is excluded from the above schedules as it is not fixed and determinable at June 30, 2016 . Gaming revenue generated by the TRS Properties mainly consists of video lottery gaming revenue, and to a lesser extent, table game and poker revenue. Video lottery gaming revenue is the aggregate net difference between gaming wins and losses with liabilities recognized for funds deposited by customers before gaming play occurs, for "ticket-in, ticket-out" coupons in the customers’ possession, and for accruals related to the anticipated payout of progressive jackpots. Progressive slot machines, which contain base jackpots that increase at a progressive rate based on the number of coins played, are charged to revenue as the amount of the jackpots increases. Table game gaming revenue is the aggregate of table drop adjusted for the change in aggregate table chip inventory. Table drop is the total dollar amount of the currency, coins, chips, tokens, outstanding counter checks (markers), and front money that are removed from the live gaming tables. Additionally, food and beverage revenue is recognized as services are performed. The following table discloses the components of gaming revenue within the condensed consolidated statements of income for the three and six months ended June 30, 2016 and 2015 : Three Months Ended June 30, Six Months Ended June 30, 2016 2015 2016 2015 (in thousands) (in thousands) Video lottery $ 30,765 $ 31,930 $ 61,118 $ 63,171 Table game 4,475 4,881 9,191 9,691 Poker 299 320 613 648 Total gaming revenue, net of cash incentives $ 35,539 $ 37,131 $ 70,922 $ 73,510 Gaming revenue is recognized net of certain sales incentives in accordance with ASC 605-50, "Revenue Recognition— Customer Payments and Incentives." The Company records certain sales incentives and points earned in point-loyalty programs as a reduction of revenue. The retail value of food and beverage and other services furnished to guests without charge is included in gross revenues and then deducted as promotional allowances. The amounts included in promotional allowances for the three and six months ended June 30, 2016 and 2015 are as follows: Three Months Ended June 30, Six Months Ended June 30, 2016 2015 2016 2015 (in thousands) (in thousands) Food and beverage $ 1,385 $ 1,346 $ 2,734 $ 2,723 Other 30 11 62 21 Total promotional allowances $ 1,415 $ 1,357 $ 2,796 $ 2,744 The estimated cost of providing such complimentary services, which is primarily included in food, beverage, and other expense, for the three and six months ended June 30, 2016 and 2015 are as follows: Three Months Ended June 30, Six Months Ended June 30, 2016 2015 2016 2015 (in thousands) Food and beverage $ 580 $ 576 $ 1,114 $ 1,172 Other 15 4 29 7 Total cost of complimentary services $ 595 $ 580 $ 1,143 $ 1,179 Gaming and Admission Taxes For the TRS Properties, the Company is subject to gaming and admission taxes based on gross gaming revenues in the jurisdictions in which it operates. The Company primarily recognizes gaming tax expense based on the statutorily required percentage of revenue that is required to be paid to state and local jurisdictions in the states where wagering occurs. At Hollywood Casino Baton Rouge, the gaming and admission tax is based on graduated tax rates. At Hollywood Casino Perryville, the gaming tax rate is flat. The Company records gaming and admission taxes at the Company’s estimated effective gaming tax rate for the year, considering estimated taxable gaming revenue and the applicable rates. Such estimates are adjusted each interim period. If gaming and admission tax rates change during the year, such changes are applied prospectively in the determination of gaming and admission tax expense in future interim periods. For the three and six months ended June 30, 2016 and 2015 , these expenses, which are primarily recorded within gaming expense in the condensed consolidated statements of income, totaled $15.2 million and $29.9 million , respectively, as compared to $15.8 million and $30.8 million for the three and six months ended June 30, 2015 . Earnings Per Share The Company calculates earnings per share ("EPS") in accordance with ASC 260, "Earnings Per Share." Basic EPS is computed by dividing net income applicable to common stock by the weighted-average number of common shares outstanding during the period, excluding net income attributable to participating securities (unvested restricted stock awards). Diluted EPS reflects the additional dilution for all potentially-dilutive securities such as stock options, unvested restricted shares and unvested performance-based restricted shares. In accordance with ASC 260 "Earnings per Share", the Company includes all performance-based restricted shares that would have vested based upon the Company’s performance at quarter-end in the calculation of diluted EPS. Diluted EPS for the Company's common stock is computed using the more dilutive of the two-class method or the treasury stock method. The following table reconciles the weighted-average common shares outstanding used in the calculation of basic EPS to the weighted-average common shares outstanding used in the calculation of diluted EPS for the three and six months ended June 30, 2016 and 2015 (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2016 2015 2016 2015 (in thousands) Determination of shares: Weighted-average common shares outstanding 183,965 114,330 150,318 114,000 Assumed conversion of dilutive employee stock-based awards 2,454 4,376 2,212 4,322 Assumed conversion of restricted stock 138 163 139 193 Assumed conversion of performance-based restricted stock awards 425 518 361 522 Diluted weighted-average common shares outstanding 186,982 119,387 153,030 119,037 The following table presents the calculation of basic and diluted EPS for the Company’s common stock for the three and six months ended June 30, 2016 and 2015 : Three Months Ended June 30, Six Months Ended June 30, 2016 2015 2016 2015 (in thousands, except per share data) Calculation of basic EPS: Net income $ 73,264 $ 31,989 $ 106,013 $ 65,120 Less: Net income allocated to participating securities (170 ) (131 ) (301 ) (267 ) Net income attributable to common shareholders $ 73,094 $ 31,858 $ 105,712 $ 64,853 Weighted-average common shares outstanding 183,965 114,330 150,318 114,000 Basic EPS $ 0.40 $ 0.28 $ 0.70 $ 0.57 Calculation of diluted EPS: Net income $ 73,264 $ 31,989 $ 106,013 $ 65,120 Diluted weighted-average common shares outstanding 186,982 119,387 153,030 119,037 Diluted EPS $ 0.39 $ 0.27 $ 0.69 $ 0.55 There were 111,818 and 139,445 outstanding stock compensation awards during the three and six months ended June 30, 2016, respectively, that were not included in the computation of diluted EPS because of being antidilutive. There were no outstanding stock compensation awards during the three months ended June 30, 2015 that were not included in the computation of diluted EPS because of being antidilutive. There were 7,269 outstanding stock compensation awards during the six months ended June 30, 2015 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 June 30, 2016 , there was no remaining unrecognized compensation cost for stock options. The Company recognized no compensation expense associated with these awards for the three months ended June 30, 2016 and recognized $20 thousand of compensation expense for the six months ended June 30, 2016 , compared to $0.7 million and $1.4 million for the three and six months ended June 30, 2015 , respectively. In addition, the Company also recognized $1.9 million and $4.2 million of compensation expense for the three and six months ended June 30, 2016 , respectively, relating to each of the 2016 first and second quarter $0.56 per share dividends paid on vested employee stock options. During the the three and six months ended June 30, 2015 , the Company recognized $2.9 million and $5.8 million , respectively, of compensation expense, relating to each of the 2015 first and second quarter $0.55 per share dividends paid on vested employee stock options. As of June 30, 2016 , there was $9.6 million of total unrecognized compensation cost for restricted stock awards that will be recognized over the grants remaining weighted average vesting period of 1.67 years . For the three and six months ended June 30, 2016 , the Company recognized $1.9 million and $3.7 million , respectively, of compensation expense associated with these awards, compared to $1.5 million and $2.9 million for the three and six months ended June 30, 2015 , respectively. The following table contains information on restricted stock award activity for the six months ended June 30, 2016 : Number of Award Shares Outstanding at December 31, 2015 463,764 Granted 168,966 Released (202,281 ) Canceled (2,199 ) Outstanding at June 30, 2016 428,250 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 June 30, 2016 , there was $15.1 million of total unrecognized compensation cost, which will be recognized over the performance-based restricted stock awards' remaining weighted average vesting period of 1.89 years . For the three and six months ended June 30, 2016 , the Company recognized $2.7 million and $5.4 million , respectively, of compensation expense associated with these awards, compared to $2.0 million and $4.2 million for the three and six months ended June 30, 2015 , respectively. The following table contains information on performance-based restricted stock award activity for the six months ended June 30, 2016 : Number of Performance-Based Award Shares Outstanding at December 31, 2015 1,091,556 Granted 558,000 Released — Canceled — Outstanding at June 30, 2016 1,649,556 As of June 30, 2016 , there was $0.8 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 0.59 years . For the three and six months ended June 30, 2016 , the Company recognized $0.3 million and $0.7 million , respectively of compensation expense associated with these awards, compared to $1.1 million and $2.9 million for the three and six months ended June 30, 2015 , respectively. In addition, the Company also recognized $17 thousand and $35 thousand , respectively, for the three and six months ended June 30, 2016 , relating to the 2016 first and second quarter $0.56 per share dividends paid on unvested PSUs. For the three and six months ended June 30, 2015 , the Company recognized $57 thousand and $0.1 million , respectively, relating to the 2015 first and second quarter $0.55 per share dividends paid on unvested PSUs. Upon the Company's declaration of a special dividend to its shareholders to distribute any accumulated earnings and profits relating to the real property assets and attributable to any pre-REIT years, including any earnings and profits allocated to GLPI in connection with the Spin-Off, in order to comply with certain REIT qualification requirements (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 | 6 Months Ended |
Jun. 30, 2016 | |
Business Combinations [Abstract] | |
Acquisitions | Acquisitions On April 28, 2016, the Company acquired substantially all of the real estate assets of Pinnacle, adding 14 properties to its real estate portfolio. The acquisition of Pinnacle's real estate assets was the final step in a series of transactions contemplated by the July 20, 2015 merger agreement between GLPI, Gold Merger Sub, LLC, a wholly owned subsidiary of GLPI ("Merger Sub"), and Pinnacle (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 Merger, GLPI contributed all of the equity interests of Gold Merger Sub to GLP Capital, L.P., a Pennsylvania limited partnership and a wholly owned subsidiary of GLPI (“GLP Capital”). At June 30, 2016 , GLPI owns all of Pinnacle’s real property assets, other than Pinnacle’s Belterra Park property and excess land at certain locations. Approval of the Merger by GLPI shareholders and Pinnacle stockholders was obtained at separate special meetings held on March 15, 2016. 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 caused 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 of its real property assets and gaming and other operating assets, Pinnacle distributed to its stockholders all of the issued and outstanding shares of common stock of OpCo. As described above, on April 28, 2016, Pinnacle merged 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"), completing the Merger. Merger Sub, as the surviving company in the Merger, owns substantially all of Pinnacle’s real estate assets that were retained or transferred to Pinnacle in the separation and leases those assets back to Pinnacle pursuant to the triple-net 35 -year (including extension renewals) Pinnacle Master Lease. A wholly-owned subsidiary of Pinnacle operates 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 was converted into 0.85 of a share of GLPI common stock, with cash paid in lieu of the issuance of fractional shares of GLPI common stock. Shares of GLPI common stock were also issued to satisfy GLPI's portion of the outstanding Pinnacle employee equity and cash-based incentive awards outstanding at the closing date. Approximately 56 million shares of GLPI common stock were issued as consideration in the Merger. Additionally, GLPI repaid $2.7 billion of Pinnacle's debt and paid $226.8 million of Pinnacle's transaction expenses related to the Merger. The acquisition of the Pinnacle real estate assets is accounted for as an asset acquisition under ASC 805 - Business Combinations. Under asset acquisition accounting, transaction costs incurred to acquire the purchased assets are also included as part of the asset cost. Inclusive of $28.3 million of the Company's own transaction expenses, the purchase price of the Pinnacle real estate assets was $4.779 billion . The Pinnacle Merger contributed approximately $61.8 million to the Company's net revenues for the three and six months ended June 30, 2016 and resulted in approximately $9.8 million of additional operating expenses for the same periods. Purchase price allocations are primarily based on provisional fair values and are subject to revision as the Company finalizes the inclusion of transaction costs contained in the purchase price, specifically taxes the Company has agreed to pay on Pinnacle's behalf related to its spin-off. Final determination of the Company's transaction expenses may result in further adjustments to the values presented below. The following tables summarize the consideration transferred in the Merger and the purchase price allocation to the assets acquired in the Merger (in thousands): Consideration Cash $ 2,940,490 GLPI common stock 1,823,991 Accrual for Pinnacle taxes assumed by GLPI and not paid at June 30, 2016 14,600 Fair value of total consideration transferred $ 4,779,081 Real estate investments, net $ 1,422,547 Land rights, net 596,920 Investment in direct financing lease, net 2,759,244 Prepaid expenses 111 Other assets 259 Total purchase price $ 4,779,081 As detailed above, the Company paid $2.9 billion in cash for the acquired Pinnacle real estate assets. In addition, as part of the consideration paid for the Pinnacle real estate assets acquired in the Merger, the Company issued shares of its common stock to Pinnacle stockholders and to Pinnacle to satisfy the Company's portion of Pinnacle's employee equity and cash-based incentive awards. The dollar value of the issued shares was $1.824 billion and is considered purchase price. GLPI entered into a Tax Matters Agreement with Pinnacle and its newly formed OpCo, whereby GLPI and OpCo each agreed to indemnify certain federal and state income tax liabilities of Pinnacle existing as of the date of the Merger. The Pinnacle taxes are preliminarily estimated to be $14.6 million and are based on the gain from the spin-off of OpCo, and the other items of taxable income and deduction, net of operating losses and tax credits, in Pinnacle’s final federal and state corporate income tax returns. The amount of Pinnacle taxes assumed by GLPI are included above in the fair value of the total consideration transferred. The final determination of the amount of the Pinnacle taxes will not be determined until the final Pinnacle tax returns are filed and the relative tax liabilities of GLPI and OpCo have been settled under the terms of the Tax Matters Agreement. The final tax returns are expected to be filed in the fourth quarter of 2016. The real estate investments, net represent the land purchased from Pinnacle, while the land rights, net represent the Company's rights to land subject to long-term ground leases. The Company assumed ground leases at several of the acquired Pinnacle properties and immediately subleased the land back to Pinnacle. The investment in direct financing lease, net is the Company's investment in the buildings and building improvements purchased from Pinnacle. As detailed in Note 9, the Pinnacle Master Lease was bifurcated between an operating lease and direct financing lease. The accounting treatment for the buildings purchased under a direct financing lease required the Company to record its initial investment in the buildings as a receivable on its Condensed Consolidated Balance Sheet, which is subsequently reduced over the lease term to its estimated residual value. The purchase price allocated to prepaid expenses and other assets represents the current and long-term portions of a director and officer liability insurance policy purchased from Pinnacle. |
Real Estate Investments
Real Estate Investments | 6 Months Ended |
Jun. 30, 2016 | |
Real Estate [Abstract] | |
Real Estate Investments | Real Estate Investments Real estate investments, net, represents investments in 33 rental properties and the corporate headquarters building and is summarized as follows: June 30, December 31, (in thousands) Land and improvements $ 1,876,286 $ 453,739 Building and improvements 2,297,128 2,297,128 Construction in progress 7 — Total real estate investments 4,173,421 2,750,867 Less accumulated depreciation (708,170 ) (660,808 ) Real estate investments, net $ 3,465,251 $ 2,090,059 The increase in land and improvements is related to the Company's April 28, 2016 acquisition of substantially all of Pinnacle's real estate assets. As described in Note 9, the Company's acquisition of Pinnacle's building assets is recorded as an investment in direct financing lease. |
Land Rights Land Rights
Land Rights Land Rights | 6 Months Ended |
Jun. 30, 2016 | |
Ground Leases, Net [Abstract] | |
Land Rights [Text Block] | Land Rights Land rights, net represents the Company's rights to land subject to long-term ground leases. The Company assumed ground leases at several of the acquired Pinnacle properties and immediately subleased the land back to Pinnacle. The ground leases are amortized over the individual lease term of each ground lease, including all renewal options, which ranged from 33 years to 92 years at the Merger date. Land rights net, consists of the following: June 30, December 31, (in thousands) Land rights $ 596,921 $ — Less accumulated amortization (1,541 ) — Land rights, net $ 595,380 $ — Amortization expense related to the ground leases is recorded within general and administrative expenses in the condensed consolidated statements of income and totaled $1.5 million for the six months ended June 30, 2016 . As of June 30, 2016 , estimated future amortization expense related to the Company’s ground leases by fiscal year is as follows (in thousands): Year ending December 31, 2016 $ 4,622 2017 9,244 2018 9,244 2019 9,244 2020 9,244 Thereafter 553,782 Total $ 595,380 Details of the significant ground leases are as follows. The Company leases land at the Belterra Casino Resort under two ground leases, each with an initial term of 5 years and nine automatic renewals of 5 years each. The renewal options extend the leases through 2049 and are not terminable by the Company. The lease includes a base portion which is adjusted at each renewal based upon the CPI and a variable portion which is adjusted annually based upon 1.5% of gross gaming wins in excess of $100 million . The Company leases land at the Ameristar East Chicago property under a ground lease with an initial term of 30 years and two optional renewals of 30 years each. The lease extends through 2086 with all renewals. Rent under the lease is adjusted every 3 years based upon the CPI and does not include a variable portion. The Company leases land at the River City Hotel and Casino under a ground lease with a term of 99 years that extends through 2108. The lease includes a base portion which is fixed and a variable portion which is adjusted annually based upon 2.5% of the annual gross receipts of the property less fixed rent payments made in the same year. The Company leases land at the L'Auberge Lakes Charles property under a ground lease with an initial term of 10 years and six optional renewals of 10 years each. The lease extends through 2075 with all renewals. Rent under the lease is adjusted annually based upon the CPI and does not include a variable portion. |
Property and Equipment Used in
Property and Equipment Used in Operations | 6 Months Ended |
Jun. 30, 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: June 30, December 31, (in thousands) Land and improvements $ 31,187 $ 31,187 Building and improvements 117,344 117,314 Furniture, fixtures, and equipment 113,110 112,227 Construction in progress 535 354 Total property and equipment 262,176 261,082 Less accumulated depreciation (137,930 ) (131,335 ) Property and equipment, net $ 124,246 $ 129,747 |
Receivables Receivables
Receivables Receivables | 6 Months Ended |
Jun. 30, 2016 | |
Financing Receivable, Net [Abstract] | |
Receivables | Receivables Investment in Direct Financing Lease, Net Under ASC 840 - Leases ("ASC 840"), the Pinnacle Master Lease is bifurcated between an operating lease and a direct financing lease. The fair value assigned to the land (inclusive of the land rights) qualifies for operating lease treatment, while the fair value assigned to the buildings is classified as a direct financing lease. Under ASC 840, the accounting treatment for direct financing leases requires the Company to record an investment in direct financing leases on its books at lease inception and subsequently recognize interest income and a reduction in the investment for the building portion of rent. This initial net investment is determined by aggregating the total future minimum lease payments attributable to the direct financing lease and the estimated residual value of the property, less unearned income. The interest income recorded under the direct financing lease is included in income from direct financing lease in the Company's Condensed Consolidated Statements of Income and is recognized over the 35 -year lease term using the effective interest rate method which produces a constant periodic rate of return on the net investment in the leased property. Furthermore, as the net investment in direct financing lease includes only future minimum lease payments, rent that is not fixed and determinable at the lease inception is excluded from the determination of the rent attributable to the leased assets and will therefore be recorded as income from direct financing lease in the period earned. The unguaranteed residual value is the Company's estimate of what it could realize upon the sale of the property at the end of the lease term. The net investment in the direct financing lease is evaluated for impairment on an annual basis and as necessary, if indicators of impairment are present, to determine if there has been an-other-than-temporary decline in the residual value of the property or a change in the lessee's credit worthiness. At June 30, 2016 , there were no indicators of a decline in the estimated residual value of the property and collectability of the remaining receivable balance is reasonably assured. The receivable balance is recorded at carrying value which approximates fair value. The Company's investment in direct financing lease, net, consists of the following and represents the building assets acquired in the Merger: June 30, December 31, (in thousands) Minimum lease payments receivable $ 3,476,586 $ — Unguaranteed residual value 689,811 — Gross investment in direct financing lease 4,166,397 — Less: unearned income (1,419,677 ) — Investment in direct financing lease, net $ 2,746,720 $ — Loan Receivable 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 June 30, 2016 , these mandatory principal payments, as well as additional principal payments, have reduced the balance of this loan to $27.3 million . The collectability of the remaining loan balance is reasonably assured, and as of June 30, 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 condensed consolidated statements of income in the period earned. GLPI leases the property back to Casino Queen on a triple-net basis on terms similar to those in the Master Leases and after giving effect to the rent escalator expects to receive approximately $14.2 million in annual rent during the year ended December 31, 2016 . 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. |
Long-term Debt
Long-term Debt | 6 Months Ended |
Jun. 30, 2016 | |
Debt Disclosure [Abstract] | |
Long-term Debt | Long-term Debt Long-term debt is as follows: June 30, December 31, (in thousands) Unsecured term loan A $ 300,000 $ 300,000 Unsecured term loan A-1 825,000 — Unsecured $700 million revolver 20,000 190,000 $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 $400 million 4.375% senior unsecured notes due April 2021 400,000 — $500 million 5.375% senior unsecured notes due November 2023 500,000 500,000 $975 million 5.375% senior unsecured notes due April 2026 975,000 — Capital lease 1,339 1,389 Total long-term debt 4,571,339 2,541,389 Less: unamortized debt issuance costs (57,887 ) (31,048 ) Total long-term debt, net of unamortized debt issuance costs 4,513,452 2,510,341 Less current maturities of long-term debt (105 ) (102 ) Long-term debt, net of current maturities $ 4,513,347 $ 2,510,239 The following is a schedule of future minimum repayments of long-term debt as of June 30, 2016 (in thousands): Within one year $ 105 2-3 years 870,225 4-5 years 2,225,248 Over 5 years 1,475,761 Total minimum payments $ 4,571,339 Senior Unsecured Credit Facility The Company has a $1,825.0 million senior unsecured credit facility (the "Credit Facility"), consisting of a $700.0 million revolving credit facility, a $300.0 million Term Loan A facility, and an $825 million Term Loan A-1 facility. The revolving credit facility and the Term Loan A facility mature on October 28, 2018 and the Term Loan A-1 facility matures on April 28, 2021. At June 30, 2016 , the Credit Facility had a gross outstanding balance of $1,145.0 million , consisting of the $1,125.0 million Term Loan A and A-1 facilities and $20.0 million of borrowings under the revolving credit facility. Additionally, at June 30, 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 $679.1 million of available borrowing capacity under the revolving credit facility as of June 30, 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 June 30, 2016 , the Company was in compliance with all required covenants under the Credit Facility. Senior Unsecured Notes On April 28, 2016, in connection with the Merger, the Company issued $400 million of 4.375% senior unsecured notes maturing on April 15, 2021 (the "2021 Notes") and $975 million of 5.375% senior unsecured notes maturing on April 15, 2026 (the "2026 Notes"). Interest on the 2021 Notes and 2026 Notes is payable semi-annually on April 15 and October 15 of each year, commencing on October 15, 2016. The net proceeds from the sale of the 2021 Notes and 2026 Notes were used (i) to finance the repayment, redemption and/or discharge of certain Pinnacle debt obligations that the Company assumed in the Merger, (ii) to pay transaction-related fees and expenses related to the Merger and (iii) for general corporate purposes, which may include the acquisition, development and improvement of properties, capital expenditures, the repayment of borrowings under our revolving credit facility and other general business purposes. 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 2020 Notes, 2021 Notes and 2026 Notes, the "Notes") contain 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 June 30, 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 Merger, 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 committed to provide a $1.875 billion senior unsecured 364 - day term loan bridge facility (the "GLPI Bridge Facility"). The Company did not utilize the Bridge Facility to finance the Pinnacle transaction, as the Company raised the proceeds, which together with an incremental term loan under the Company's Credit Facility, were necessary to finance the Merger through a combination of debt and equity offerings. Subsequent to June 30, 2016, the GLPI Bridge Facility expired unused. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Separation and Distribution Agreement 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. Litigation The Company is subject to various legal and administrative proceedings relating to personal injuries, employment matters, commercial transactions, and other matters arising in the normal course of business. The Company does not believe that the final outcome of these matters will have a material adverse effect on the Company’s 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. Operating Lease Commitments In addition to the Company's obligations under operating leases assigned to the Company at the time of the Spin-Off and its other obligations under operating leases for equipment and other miscellaneous assets, the Company records rental expense for the ground rent paid by its tenants. During April 2016, the Company acquired the real estate assets of Pinnacle, including the rights to land subject to long-term ground leases. The Company assumed ground leases at several of the acquired Pinnacle properties and immediately subleased the land back to Pinnacle, who is responsible for payment directly to the landlord. The Company records revenue for the ground lease rent paid by its tenants with an offsetting expense in general and administrative expense within the condensed consolidated statement of income as the Company has concluded that as the lessee it is the primary obligor under the ground leases. The portion of the ground lease rent that is fixed and determinable is included in the schedule below as a future commitment, while the portion of the ground lease rent that is variable is excluded from future commitments as the amounts are not fixed and determinable at June 30, 2016 and therefore considered contingent rent. For those ground leases with optional renewal terms extending beyond the 35 -year lease term of the Pinnacle Master Lease, the Company has included only the renewals that align most closely to the 2051 termination date of the Pinnacle Master Lease in the schedule below, as it cannot be reasonably assured it will renew ground leases for land subleased to Pinnacle beyond the term of the Pinnacle Master Lease. The future minimum lease commitments relating to noncancelable operating leases at June 30, 2016 are as follows (in thousands): Year ending December 31, 2016 $ 4,354 2017 8,653 2018 8,632 2019 8,181 2020 7,543 Thereafter 490,485 Total $ 527,848 Total rent expense recorded in general and administrative expense within the condensed consolidated statements of income for the three months ended June 30, 2016 and 2015 was $2.8 million and $1.5 million , respectively. Total rent expense recorded in general and administrative expense within the condensed consolidated statements of income for the six months ended June 30, 2016 and 2015 was $4.2 million and $2.5 million , respectively. This includes rent expense under the leases assigned to the Company at Spin-Off, leases for equipment and miscellaneous assets and the fixed and variable rent under the ground leases discussed above. |
Stockholders' Equity
Stockholders' Equity | 6 Months Ended |
Jun. 30, 2016 | |
Equity [Abstract] | |
Stockholders' Equity | Stockholders' Equity Common Stock On April 6, 2016, the Company closed a 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 included 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 $825.2 million in net proceeds from the offering and used the net proceeds from the offering to partially fund its 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 assumed by the Company in connection with the Merger and the payment of transaction-related fees and expenses. Additionally, on April 28, 2016, in connection with the Merger, the Company issued approximately 56 million shares of its common stock to Pinnacle stockholders and to Pinnacle to satisfy the Company's portion of Pinnacle's employee equity and cash-based incentive awards as consideration for the Pinnacle real estate assets. Dividends The following table lists the dividends declared and paid by the Company during the six months ended June 30, 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 April 25, 2016 June 2, 2016 Common Stock $ 0.56 Second Quarter 2016 June 17, 2016 $ 113,212 2015 February 3, 2015 March 10, 2015 Common Stock $ 0.545 First Quarter 2015 March 27, 2015 $ 62,072 May 1, 2015 June 11, 2015 Common Stock $ 0.545 Second Quarter 2015 June 26, 2015 $ 62,348 In addition for the three and six months ended June 30, 2016 , 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, as compared to $0.5 million and $1.1 million for the three and six months ended June 30, 2015 , respectively. |
Segment Information
Segment Information | 6 Months Ended |
Jun. 30, 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 June 30, 2016 Three Months Ended June 30, 2015 (in thousands) GLP Capital TRS Properties Eliminations (1) Total GLP Capital TRS Properties Eliminations (1) Total Net revenues $ 170,405 $ 36,956 $ — $ 207,361 $ 111,238 $ 38,629 $ — $ 149,867 Income from operations 113,546 7,271 — 120,817 56,313 6,558 — 62,871 Interest, net 45,284 2,600 (2,602 ) 45,282 29,001 2,601 (2,602 ) 29,000 Income before income taxes 70,864 4,671 — 75,535 29,914 3,957 — 33,871 Income tax expense 210 2,061 — 2,271 186 1,696 — 1,882 Net income 70,654 2,610 — 73,264 29,728 2,261 — 31,989 Depreciation 24,197 2,822 — 27,019 24,393 3,224 — 27,617 Capital project expenditures, net of reimbursements 4 — — 4 4,244 866 — 5,110 Capital maintenance expenditures — 835 — 835 — 775 — 775 Six Months Ended June 30, 2016 Six Months Ended June 30, 2015 (in thousands) GLP Capital TRS Properties Eliminations (1) Total GLP Capital TRS Properties Eliminations (1) Total Net revenues $ 282,447 $ 73,734 $ — $ 356,181 $ 222,136 $ 76,436 $ — $ 298,572 Income from operations 174,316 14,138 — 188,454 113,913 13,758 — 127,671 Interest, net 78,168 5,201 (5,203 ) 78,166 57,969 5,201 (5,203 ) 57,967 Income before income taxes 101,351 8,937 — 110,288 61,147 8,557 — 69,704 Income tax expense 596 3,679 — 4,275 996 3,588 — 4,584 Net income 100,755 5,258 — 106,013 60,151 4,969 — 65,120 Depreciation 48,409 5,693 — 54,102 48,786 6,242 — 55,028 Capital project expenditures, net of reimbursements 168 101 — 269 4,853 5,897 — 10,750 Capital maintenance expenditures — 1,197 — 1,197 — 1,726 — 1,726 (in thousands) GLP Capital TRS Properties Eliminations Total Balance sheet at June 30, 2016 Total assets $ 6,940,323 $ 208,739 $ — $ 7,149,062 Balance sheet at December 31, 2015 Total assets $ 2,223,373 $ 224,782 $ — $ 2,448,155 (1) Amounts in the "Eliminations" column represent the elimination of intercompany interest payments from the Company’s TRS Properties business segment to its GLP Capital business segment. |
Supplemental Disclosures of Cas
Supplemental Disclosures of Cash Flow Information | 6 Months Ended |
Jun. 30, 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 June 30, Six Months Ended June 30, 2016 2015 2016 2015 (in thousands) Cash paid for income taxes, net of refunds received $ 2,796 $ 4,425 $ 3,030 $ 4,425 Cash paid for interest 55,732 52,451 58,301 55,066 |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 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 costs related to the building with WPC or the Construction Manager subsequent to 2015. The Company paid approximately $189,000 and $228,000 , respectively, to WPC during the three and six months ended June 30, 2015 in connection with construction costs WPC paid on the Company's behalf. 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 and six months ended June 30, 2015 , the Company paid or accrued approximately $101,000 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 and six months ended June 30, 2016 , the Company paid approximately $8,300 and $13,800 to the WPCOA, respectively. 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 | 6 Months Ended |
Jun. 30, 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 balance sheets as of June 30, 2016 and December 31, 2015 , statements of income for the three and six months ended June 30, 2016 and 2015 and statements of cash flows for the six months ended June 30, 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 June 30, 2016 Parent Guarantor Subsidiary Issuers Other Subsidiary Non-Issuers Eliminations Consolidated (in thousands) Assets Real estate investments, net $ — $ 1,909,458 $ 1,555,793 $ — $ 3,465,251 Land rights, net — — 595,380 — 595,380 Property and equipment, used in operations, net — 23,608 100,638 — 124,246 Investment in direct financing lease, net — — 2,746,720 — 2,746,720 Cash and cash equivalents — 4,840 18,899 — 23,739 Prepaid expenses — 4,380 1,415 390 6,185 Other current assets — 60,050 10,452 — 70,502 Goodwill — — 75,521 — 75,521 Other intangible assets — — 9,577 — 9,577 Debt issuance costs, net of accumulated amortization of $9,500 at June 30, 2016 — — — — — Loan receivable — — 27,275 — 27,275 Intercompany loan receivable — 193,595 — (193,595 ) — Intercompany transactions and investment in subsidiaries 2,386,173 4,919,007 2,593,613 (9,898,793 ) — Deferred tax assets, non-current — 3,293 — 3,293 Other assets — 256 1,117 — 1,373 Total assets $ 2,386,173 $ 7,115,194 $ 7,739,693 $ (10,091,998 ) $ 7,149,062 Liabilities Accounts payable $ — $ 104 $ 140 $ — $ 244 Accrued expenses — 1,189 5,323 — 6,512 Accrued interest — 29,975 — — 29,975 Accrued salaries and wages — 10,770 1,970 — 12,740 Gaming, property, and other taxes — 21,236 10,101 — 31,337 Income taxes — 1 (391 ) 390 — Current maturities of long-term debt — 105 — — 105 Other current liabilities — 17,002 15,990 — 32,992 Long-term debt, net of current maturities and unamortized debt issuance costs — 4,513,347 — — 4,513,347 Intercompany loan payable — — 193,595 (193,595 ) — Deferred rental revenue — 135,291 — — 135,291 Deferred tax liabilities, non-current — — 347 — 347 Total liabilities — 4,729,020 227,075 (193,205 ) 4,762,890 Shareholders’ (deficit) equity Preferred stock ($.01 par value, 50,000,000 shares authorized, no shares issued or outstanding at June 30, 2016) — — — — — Common stock ($.01 par value, 500,000,000 shares authorized, 203,412,809 shares issued at June 30, 2016) 2,034 2,034 2,034 (4,068 ) 2,034 Additional paid-in capital 3,647,137 3,647,139 8,578,687 (12,225,826 ) 3,647,137 Retained (deficit) earnings (1,262,998 ) (1,262,999 ) (1,068,103 ) 2,331,101 (1,262,999 ) Total shareholders’ (deficit) equity 2,386,173 2,386,174 7,512,618 (9,898,793 ) 2,386,172 Total liabilities and shareholders’ (deficit) equity $ 2,386,173 $ 7,115,194 $ 7,739,693 $ (10,091,998 ) $ 7,149,062 Three months ended June 30, 2016 Parent Guarantor Subsidiary Issuers Other Subsidiary Non-Issuers Eliminations Consolidated (in thousands) Revenues Rental income $ — $ 96,066 $ 46,035 $ — $ 142,101 Income from direct financing lease — — 12,631 — 12,631 Real estate taxes paid by tenants — 8,581 7,092 — 15,673 Total rental revenue and income from direct financing lease — 104,647 65,758 — 170,405 Gaming — — 35,539 — 35,539 Food, beverage and other — — 2,832 — 2,832 Total revenues — 104,647 104,129 — 208,776 Less promotional allowances — — (1,415 ) — (1,415 ) Net revenues — 104,647 102,714 — 207,361 Operating expenses Gaming — — 19,105 — 19,105 Food, beverage and other — — 2,084 — 2,084 Real estate taxes — 8,607 7,468 — 16,075 General and administrative — 13,823 8,438 — 22,261 Depreciation — 23,436 3,583 — 27,019 Total operating expenses — 45,866 40,678 — 86,544 Income from operations — 58,781 62,036 — 120,817 Other income (expenses) Interest expense — (45,936 ) — — (45,936 ) Interest income — 169 485 — 654 Intercompany dividends and interest — 95,858 11,898 (107,756 ) — Total other income (expenses) — 50,091 12,383 (107,756 ) (45,282 ) Income (loss) before income taxes — 108,872 74,419 (107,756 ) 75,535 Income tax expense — 210 2,061 — 2,271 Net income (loss) $ — $ 108,662 $ 72,358 $ (107,756 ) $ 73,264 Six months ended June 30, 2016 Parent Guarantor Subsidiary Issuers Other Subsidiary Non-Issuers Eliminations Consolidated (in thousands) Revenues Rental income $ — $ 192,738 $ 49,578 $ — $ 242,316 Income from direct financing lease — — 12,631 — 12,631 Real estate taxes paid by tenants — 19,896 7,604 — 27,500 Total rental revenue and income from direct financing lease — 212,634 69,813 — 282,447 Gaming — — 70,922 — 70,922 Food, beverage and other — — 5,608 — 5,608 Total revenues — 212,634 146,343 — 358,977 Less promotional allowances — — (2,796 ) — (2,796 ) Net revenues — 212,634 143,547 — 356,181 Operating expenses Gaming — — 38,039 — 38,039 Food, beverage and other — — 4,137 — 4,137 Real estate taxes — 19,927 8,355 — 28,282 General and administrative — 29,051 14,116 — 43,167 Depreciation — 46,887 7,215 — 54,102 Total operating expenses — 95,865 71,862 — 167,727 Income from operations — 116,769 71,685 — 188,454 Other income (expenses) Interest expense — (79,337 ) — — (79,337 ) Interest income — 169 1,002 — 1,171 Intercompany dividends and interest — 105,602 17,297 (122,899 ) — Total other income (expenses) — 26,434 18,299 (122,899 ) (78,166 ) Income (loss) before income taxes — 143,203 89,984 (122,899 ) 110,288 Income tax expense — 596 3,679 — 4,275 Net income (loss) $ — $ 142,607 $ 86,305 $ (122,899 ) $ 106,013 Six months ended June 30, 2016 Parent Guarantor Subsidiary Issuers Other Subsidiary Non-Issuers Eliminations Consolidated (in thousands) Operating activities Net income (loss) $ — $ 142,607 $ 86,305 $ (122,899 ) $ 106,013 Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: Depreciation and amortization — 46,887 8,756 — 55,643 Amortization of debt issuance costs — 8,632 — — 8,632 Gains on dispositions of property — — (15 ) — (15 ) Deferred income taxes — — (824 ) — (824 ) Stock-based compensation — 9,163 — — 9,163 Straight-line rent adjustments — 27,912 — — 27,912 (Increase) decrease, Prepaid expenses and other current assets — (7,008 ) 272 2,531 (4,205 ) Other assets — — (726 ) — (726 ) Intercompany — 14,224 (14,224 ) — — Increase (decrease), Accounts payable — (106 ) (139 ) — (245 ) Accrued expenses — (3,548 ) (90 ) — (3,638 ) Accrued interest — 12,352 — — 12,352 Accrued salaries and wages — 42 (1,021 ) — (979 ) Gaming, property and other taxes — 471 85 — 556 Income taxes — 41 2,490 (2,531 ) — Other current and non-current liabilities — 702 1 — 703 Net cash provided by (used in) operating activities — 252,371 80,870 (122,899 ) 210,342 Investing activities Capital project expenditures, net of reimbursements — (168 ) (101 ) — (269 ) Capital maintenance expenditures — — (1,197 ) — (1,197 ) Proceeds from sale of property and equipment — — 234 — 234 Principal payments on loan receivable — — 2,075 — 2,075 Acquisition of real estate assets — — (2,940,490 ) — (2,940,490 ) Collection of principal payments on investment in direct financing lease — — 12,525 — 12,525 Net cash used in investing activities — (168 ) (2,926,954 ) — (2,927,122 ) Financing activities Dividends paid (179,122 ) — — — (179,122 ) Proceeds from exercise of options 54,527 — — — 54,527 Proceeds from issuance of common stock, net of issuance costs 825,198 — — 825,198 Proceeds from issuance of long-term debt — 2,337,000 — — 2,337,000 Financing costs — (31,908 ) — — (31,908 ) Repayments of long-term debt — (307,051 ) — — (307,051 ) Intercompany financing (700,603 ) (2,254,120 ) 2,831,824 122,899 — Net cash (used in) provided by financing activities — (256,079 ) 2,831,824 122,899 2,698,644 Net decrease in cash and cash equivalents — (3,876 ) (14,260 ) — (18,136 ) Cash and cash equivalents at beginning of period — 8,716 33,159 — 41,875 Cash and cash equivalents at end of period $ — $ 4,840 $ 18,899 $ — $ 23,739 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 June 30, 2015 Parent Guarantor Subsidiary Issuers Other Subsidiary Non- Issuers Eliminations Consolidated (in thousands) Revenues Rental income $ — $ 94,795 $ 3,500 $ — $ 98,295 Income from direct financing lease — — — — — Real estate taxes paid by tenants — 12,482 461 — 12,943 Total rental revenue and income from direct financing lease — 107,277 3,961 — 111,238 Gaming — — 37,131 — 37,131 Food, beverage and other — — 2,855 — 2,855 Total revenues — 107,277 43,947 — 151,224 Less promotional allowances — — (1,357 ) — (1,357 ) Net revenues — 107,277 42,590 — 149,867 Operating expenses Gaming — — 20,271 — 20,271 Food, beverage and other — — 2,177 — 2,177 Real estate taxes — 12,482 727 — 13,209 General and administrative — 17,588 6,134 — 23,722 Depreciation — 23,632 3,985 — 27,617 Total operating expenses — 53,702 33,294 — 86,996 Income from operations — 53,575 9,296 — 62,871 Other income (expenses) Interest expense — (29,585 ) — — (29,585 ) Interest income — 1 584 — 585 Intercompany dividends and interest — 7,603 1,397 (9,000 ) — Total other income (expenses) — (21,981 ) 1,981 (9,000 ) (29,000 ) Income (loss) before income taxes — 31,594 11,277 (9,000 ) 33,871 Income tax expense — 186 1,696 — 1,882 Net income (loss) $ — $ 31,408 $ 9,581 $ (9,000 ) $ 31,989 Six months ended June 30, 2015 Parent Guarantor Subsidiary Issuers Other Subsidiary Non- Issuers Eliminations Consolidated (in thousands) Revenues Rental income $ — $ 188,843 $ 7,000 $ — $ 195,843 Income from direct financing lease — — — — — Real estate taxes paid by tenants — 25,309 984 — 26,293 Total rental revenue and income from direct financing lease — 214,152 7,984 — 222,136 Gaming — — 73,510 — 73,510 Food, beverage and other — — 5,670 — 5,670 Total revenues — 214,152 87,164 — 301,316 Less promotional allowances — — (2,744 ) — (2,744 ) Net revenues — 214,152 84,420 — 298,572 Operating expenses Gaming — — 39,287 — 39,287 Food, beverage and other — — 4,361 — 4,361 Real estate taxes — 25,309 1,655 — 26,964 General and administrative — 33,144 12,117 — 45,261 Depreciation — 47,264 7,764 — 55,028 Total operating expenses — 105,717 65,184 — 170,901 Income from operations — 108,435 19,236 — 127,671 Other income (expenses) Interest expense — (59,147 ) — — (59,147 ) Interest income — 11 1,169 — 1,180 Intercompany dividends and interest — 17,689 7,000 (24,689 ) — Total other income (expenses) — (41,447 ) 8,169 (24,689 ) (57,967 ) Income (loss) before income taxes — 66,988 27,405 (24,689 ) 69,704 Income tax expense — 996 3,588 — 4,584 Net income (loss) $ — $ 65,992 $ 23,817 $ (24,689 ) $ 65,120 Six months ended June 30, 2015 Parent Guarantor Subsidiary Issuers Other Subsidiary Non-Issuers Eliminations Consolidated (in thousands) Operating activities Net income (loss) $ — $ 65,992 $ 23,817 $ (24,689 ) $ 65,120 Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: Depreciation and amortization — 47,264 7,764 — 55,028 Amortization of debt issuance costs — 4,039 — — 4,039 Losses on dispositions of property — 46 21 — 67 Deferred income taxes — — (1,537 ) — (1,537 ) Stock-based compensation — 8,505 — — 8,505 Straight-line rent adjustments — 27,912 — — 27,912 (Increase) decrease, Prepaid expenses and other current assets — 938 2,452 — 3,390 Other assets — (1 ) (3 ) — (4 ) Intercompany — 2,244 (2,244 ) — — (Decrease) increase, 0 0 0 Accounts payable — (694 ) 29 — (665 ) Accrued expenses — 4,172 (405 ) — 3,767 Accrued interest — (14 ) — — (14 ) Accrued salaries and wages — (3,178 ) (263 ) — (3,441 ) Gaming, property and other taxes — (973 ) (16 ) — (989 ) Income taxes — 122 107 — 229 Other current and non-current liabilities — 749 (87 ) — 662 Net cash provided by (used in) operating activities — 157,123 29,635 (24,689 ) 162,069 Investing activities Capital project expenditures, net of reimbursements — (4,853 ) (5,897 ) — (10,750 ) Capital maintenance expenditures — — (1,726 ) — (1,726 ) Proceeds from sale of property and equipment — 91 6 — 97 Principal payments on loan receivable — — 1,075 — 1,075 Other investing activities — (37 ) — — (37 ) Net cash used in investing activities — (4,799 ) (6,542 ) — (11,341 ) Financing activities Dividends paid (125,522 ) — — — (125,522 ) Proceeds from exercise of options 12,928 — — — 12,928 Financing costs — — — — — Payments of long-term debt — (43,048 ) — — (43,048 ) Intercompany financing 109,951 (110,004 ) (24,636 ) 24,689 — Net cash (used in) provided by financing activities (2,643 ) (153,052 ) (24,636 ) 24,689 (155,642 ) Net decrease in cash and cash equivalents (2,643 ) (728 ) (1,543 ) — (4,914 ) Cash and cash equivalents at beginning of period 2,643 4,450 28,880 — 35,973 Cash and cash equivalents at end of period $ — $ 3,722 $ 27,337 $ — $ 31,059 |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2016 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events On August 3, 2016 , the Company declared its third quarter dividend of $0.60 per common share, payable on September 23, 2016 to shareholders of record on September 12, 2016 . |
Summary of Significant Accoun24
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 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 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. Investment in Direct Financing Lease, Net The fair value of the investment in direct financing lease, net approximates the carrying value of the Company's investment in direct financing lease, net, as collection on the outstanding receivable balance is reasonably assured. The fair value measurement of the investment in direct financing lease, net 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): June 30, 2016 December 31, 2015 Carrying Amount Fair Value Carrying Amount Fair Value Financial assets: Investment in direct financing lease, net $ 2,746,720 $ 2,746,720 $ — $ — Cash and cash equivalents 23,739 23,739 41,875 41,875 Deferred compensation plan assets 16,218 16,218 14,833 14,833 Loan receivable 27,275 27,275 29,350 29,350 Financial liabilities: Deferred compensation plan liabilities 16,218 16,218 14,866 14,866 Long-term debt Senior unsecured credit facility 1,145,000 1,129,314 490,000 479,612 Senior unsecured notes 3,425,000 3,557,088 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 and six months ended June 30, 2016 and 2015 , and comprehensive income for the three and six months ended June 30, 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. The Company recognizes income from tenants subject to direct financing leases ratably over the lease term using the effective interest rate method which produces a constant periodic rate of return on the net investment in the leased property. At lease inception, the Company records an asset which represents the Company's net investment in the direct financing lease. This initial net investment is determined by aggregating the total future minimum lease payments attributable to the direct financing lease and the estimated residual value of the property, less unearned income. Over the lease term, the investment in the direct financing lease is reduced and income is recognized for the building portion of rent. Furthermore, as the net investment in direct financing lease includes only future minimum lease payments, percentage rent that is not fixed and determinable at the lease inception is excluded from the determination of the rent attributable to the leased assets and will therefore be recorded as income from the direct financing lease in the period earned. For further detail on the Company's direct financing lease refer to Note 9. As of June 30, 2016 , 18 of the Company’s real estate investment properties were leased to a subsidiary of Penn under the Penn Master Lease and 14 of the Company's real estate investment properties were leased to a subsidiary of Pinnacle under the Pinnacle Master Lease. The obligations under the Penn and Pinnacle Master Leases are guaranteed by Penn and Pinnacle, respectively and by most Penn and Pinnacle subsidiaries that occupy and operate the facilities leased under the Master Leases. A default by Penn or its subsidiaries with regard to any facility will cause a default with regard to the Penn Master Lease and a default by Pinnacle or its subsidiaries with regard to any facility will cause a default with regard to the Pinnacle Master Lease. GLPI also leases the Casino Queen property back to its operator on a triple-net basis on terms similar to those in the Master Leases. 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 executory costs: (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. Similar to the Penn Master Lease, the Pinnacle Master 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 facilities, which is adjusted, subject to certain floors every two years by an amount equal to 4% of the average annual net revenues of all facilities under the Pinnacle Master Lease during the preceding two years . As a tenant under a triple-net lease, Pinnacle is also responsible for all executory charges described in the above paragraph. 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 master leases, the tenant is responsible for all executory charges described above. The Company determined, based on facts and circumstances prevailing at the time of each lease's inception, that neither Penn, Pinnacle 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 and Pinnacle's revenues were generated from operations in connection with the leased properties. There are also various legal restrictions in the jurisdictions in which Penn, Pinnacle 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 and Pinnacle Master Leases, Penn and Pinnacle must make their 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, Pinnacle 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. The lease term of the Pinnacle Master Lease is also 35 years , equal to the initial 10 year term plus all five of the 5 -year renewal options. As of June 30, 2016 , the future minimum rental income from the Company's properties under non-cancelable operating leases, including any reasonably assured rental periods, is as follows (in thousands): Year ending December 31, 2016 $ 299,766 2017 597,935 2018 600,455 2019 613,061 2020 613,061 Thereafter 17,679,434 Total $ 20,403,712 As of June 30, 2016 , the future income from the Company's properties under the non-cancelable direct financing lease, inclusive of the fixed portion of ground lease rent and including any reasonably assured rental periods, is as follows (in thousands): Year ending December 31, 2016 $ 35,447 2017 68,672 2018 66,509 2019 64,722 2020 63,057 Thereafter 1,121,270 Total $ 1,419,677 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. Similarly, the Company records revenue for the ground lease rent paid by its tenants with an offsetting expense in general and administrative expense within the condensed consolidated statement of income as the Company has concluded that as the lessee it is the primary obligor under the ground leases. The Company subleases these ground leases back to its tenants, who are responsible for payment directly to the landlord. The portion of the ground lease rent that is fixed and determinable is included in the schedule above as future income, while the portion of the ground lease rent that is variable, as well as, the property taxes the Company's records as revenue are excluded from future minimum revenue as the amounts are not fixed and determinable at June 30, 2016 . Furthermore, any contingent rent the Company expects to receive from tenants is excluded from the above schedules as it is not fixed and determinable at June 30, 2016 . Gaming revenue generated by the TRS Properties mainly consists of video lottery gaming revenue, and to a lesser extent, table game and poker revenue. Video lottery gaming revenue is the aggregate net difference between gaming wins and losses with liabilities recognized for funds deposited by customers before gaming play occurs, for "ticket-in, ticket-out" coupons in the customers’ possession, and for accruals related to the anticipated payout of progressive jackpots. Progressive slot machines, which contain base jackpots that increase at a progressive rate based on the number of coins played, are charged to revenue as the amount of the jackpots increases. Table game gaming revenue is the aggregate of table drop adjusted for the change in aggregate table chip inventory. Table drop is the total dollar amount of the currency, coins, chips, tokens, outstanding counter checks (markers), and front money that are removed from the live gaming tables. Additionally, food and beverage revenue is recognized as services are performed. The following table discloses the components of gaming revenue within the condensed consolidated statements of income for the three and six months ended June 30, 2016 and 2015 : Three Months Ended June 30, Six Months Ended June 30, 2016 2015 2016 2015 (in thousands) (in thousands) Video lottery $ 30,765 $ 31,930 $ 61,118 $ 63,171 Table game 4,475 4,881 9,191 9,691 Poker 299 320 613 648 Total gaming revenue, net of cash incentives $ 35,539 $ 37,131 $ 70,922 $ 73,510 Gaming revenue is recognized net of certain sales incentives in accordance with ASC 605-50, "Revenue Recognition— Customer Payments and Incentives." The Company records certain sales incentives and points earned in point-loyalty programs as a reduction of revenue. The retail value of food and beverage and other services furnished to guests without charge is included in gross revenues and then deducted as promotional allowances. The amounts included in promotional allowances for the three and six months ended June 30, 2016 and 2015 are as follows: Three Months Ended June 30, Six Months Ended June 30, 2016 2015 2016 2015 (in thousands) (in thousands) Food and beverage $ 1,385 $ 1,346 $ 2,734 $ 2,723 Other 30 11 62 21 Total promotional allowances $ 1,415 $ 1,357 $ 2,796 $ 2,744 The estimated cost of providing such complimentary services, which is primarily included in food, beverage, and other expense, for the three and six months ended June 30, 2016 and 2015 are as follows: Three Months Ended June 30, Six Months Ended June 30, 2016 2015 2016 2015 (in thousands) Food and beverage $ 580 $ 576 $ 1,114 $ 1,172 Other 15 4 29 7 Total cost of complimentary services $ 595 $ 580 $ 1,143 $ 1,179 |
Gaming and Admission Taxes | Gaming and Admission Taxes For the TRS Properties, the Company is subject to gaming and admission taxes based on gross gaming revenues in the jurisdictions in which it operates. The Company primarily recognizes gaming tax expense based on the statutorily required percentage of revenue that is required to be paid to state and local jurisdictions in the states where wagering occurs. At Hollywood Casino Baton Rouge, the gaming and admission tax is based on graduated tax rates. At Hollywood Casino Perryville, the gaming tax rate is flat. The Company records gaming and admission taxes at the Company’s estimated effective gaming tax rate for the year, considering estimated taxable gaming revenue and the applicable rates. Such estimates are adjusted each interim period. If gaming and admission tax rates change during the year, such changes are applied prospectively in the determination of gaming and admission tax expense in future interim periods. For the three and six months ended June 30, 2016 and 2015 , these expenses, which are primarily recorded within gaming expense in the condensed consolidated statements of income, totaled $15.2 million and $29.9 million , respectively, as compared to $15.8 million and $30.8 million for the three and six months ended June 30, 2015 . |
Earnings Per Share | Earnings Per Share The Company calculates earnings per share ("EPS") in accordance with ASC 260, "Earnings Per Share." Basic EPS is computed by dividing net income applicable to common stock by the weighted-average number of common shares outstanding during the period, excluding net income attributable to participating securities (unvested restricted stock awards). Diluted EPS reflects the additional dilution for all potentially-dilutive securities such as stock options, unvested restricted shares and unvested performance-based restricted shares. In accordance with ASC 260 "Earnings per Share", the Company includes all performance-based restricted shares that would have vested based upon the Company’s performance at quarter-end in the calculation of diluted EPS. Diluted EPS for the Company's common stock is computed using the more dilutive of the two-class method or the treasury stock method. The following table reconciles the weighted-average common shares outstanding used in the calculation of basic EPS to the weighted-average common shares outstanding used in the calculation of diluted EPS for the three and six months ended June 30, 2016 and 2015 (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2016 2015 2016 2015 (in thousands) Determination of shares: Weighted-average common shares outstanding 183,965 114,330 150,318 114,000 Assumed conversion of dilutive employee stock-based awards 2,454 4,376 2,212 4,322 Assumed conversion of restricted stock 138 163 139 193 Assumed conversion of performance-based restricted stock awards 425 518 361 522 Diluted weighted-average common shares outstanding 186,982 119,387 153,030 119,037 The following table presents the calculation of basic and diluted EPS for the Company’s common stock for the three and six months ended June 30, 2016 and 2015 : Three Months Ended June 30, Six Months Ended June 30, 2016 2015 2016 2015 (in thousands, except per share data) Calculation of basic EPS: Net income $ 73,264 $ 31,989 $ 106,013 $ 65,120 Less: Net income allocated to participating securities (170 ) (131 ) (301 ) (267 ) Net income attributable to common shareholders $ 73,094 $ 31,858 $ 105,712 $ 64,853 Weighted-average common shares outstanding 183,965 114,330 150,318 114,000 Basic EPS $ 0.40 $ 0.28 $ 0.70 $ 0.57 Calculation of diluted EPS: Net income $ 73,264 $ 31,989 $ 106,013 $ 65,120 Diluted weighted-average common shares outstanding 186,982 119,387 153,030 119,037 Diluted EPS $ 0.39 $ 0.27 $ 0.69 $ 0.55 There were 111,818 and 139,445 outstanding stock compensation awards during the three and six months ended June 30, 2016, respectively, that were not included in the computation of diluted EPS because of being antidilutive. There were no outstanding stock compensation awards during the three months ended June 30, 2015 that were not included in the computation of diluted EPS because of being antidilutive. There were 7,269 outstanding stock compensation awards during the six months ended June 30, 2015 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 June 30, 2016 , there was no remaining unrecognized compensation cost for stock options. The Company recognized no compensation expense associated with these awards for the three months ended June 30, 2016 and recognized $20 thousand of compensation expense for the six months ended June 30, 2016 , compared to $0.7 million and $1.4 million for the three and six months ended June 30, 2015 , respectively. In addition, the Company also recognized $1.9 million and $4.2 million of compensation expense for the three and six months ended June 30, 2016 , respectively, relating to each of the 2016 first and second quarter $0.56 per share dividends paid on vested employee stock options. During the the three and six months ended June 30, 2015 , the Company recognized $2.9 million and $5.8 million , respectively, of compensation expense, relating to each of the 2015 first and second quarter $0.55 per share dividends paid on vested employee stock options. As of June 30, 2016 , there was $9.6 million of total unrecognized compensation cost for restricted stock awards that will be recognized over the grants remaining weighted average vesting period of 1.67 years . For the three and six months ended June 30, 2016 , the Company recognized $1.9 million and $3.7 million , respectively, of compensation expense associated with these awards, compared to $1.5 million and $2.9 million for the three and six months ended June 30, 2015 , respectively. The following table contains information on restricted stock award activity for the six months ended June 30, 2016 : Number of Award Shares Outstanding at December 31, 2015 463,764 Granted 168,966 Released (202,281 ) Canceled (2,199 ) Outstanding at June 30, 2016 428,250 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 June 30, 2016 , there was $15.1 million of total unrecognized compensation cost, which will be recognized over the performance-based restricted stock awards' remaining weighted average vesting period of 1.89 years . For the three and six months ended June 30, 2016 , the Company recognized $2.7 million and $5.4 million , respectively, of compensation expense associated with these awards, compared to $2.0 million and $4.2 million for the three and six months ended June 30, 2015 , respectively. The following table contains information on performance-based restricted stock award activity for the six months ended June 30, 2016 : Number of Performance-Based Award Shares Outstanding at December 31, 2015 1,091,556 Granted 558,000 Released — Canceled — Outstanding at June 30, 2016 1,649,556 As of June 30, 2016 , there was $0.8 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 0.59 years . For the three and six months ended June 30, 2016 , the Company recognized $0.3 million and $0.7 million , respectively of compensation expense associated with these awards, compared to $1.1 million and $2.9 million for the three and six months ended June 30, 2015 , respectively. In addition, the Company also recognized $17 thousand and $35 thousand , respectively, for the three and six months ended June 30, 2016 , relating to the 2016 first and second quarter $0.56 per share dividends paid on unvested PSUs. For the three and six months ended June 30, 2015 , the Company recognized $57 thousand and $0.1 million , respectively, relating to the 2015 first and second quarter $0.55 per share dividends paid on unvested PSUs. Upon the Company's declaration of a special dividend to its shareholders to distribute any accumulated earnings and profits relating to the real property assets and attributable to any pre-REIT years, including any earnings and profits allocated to GLPI in connection with the Spin-Off, in order to comply with certain REIT qualification requirements (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 Accoun25
Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 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): June 30, 2016 December 31, 2015 Carrying Amount Fair Value Carrying Amount Fair Value Financial assets: Investment in direct financing lease, net $ 2,746,720 $ 2,746,720 $ — $ — Cash and cash equivalents 23,739 23,739 41,875 41,875 Deferred compensation plan assets 16,218 16,218 14,833 14,833 Loan receivable 27,275 27,275 29,350 29,350 Financial liabilities: Deferred compensation plan liabilities 16,218 16,218 14,866 14,866 Long-term debt Senior unsecured credit facility 1,145,000 1,129,314 490,000 479,612 Senior unsecured notes 3,425,000 3,557,088 2,050,000 2,014,750 |
Schedule of future minimum lease payments receivable from operating leases | As of June 30, 2016 , the future minimum rental income from the Company's properties under non-cancelable operating leases, including any reasonably assured rental periods, is as follows (in thousands): Year ending December 31, 2016 $ 299,766 2017 597,935 2018 600,455 2019 613,061 2020 613,061 Thereafter 17,679,434 Total $ 20,403,712 |
Schedule of future minimum lease payments receivable from capital leases | As of June 30, 2016 , the future income from the Company's properties under the non-cancelable direct financing lease, inclusive of the fixed portion of ground lease rent and including any reasonably assured rental periods, is as follows (in thousands): Year ending December 31, 2016 $ 35,447 2017 68,672 2018 66,509 2019 64,722 2020 63,057 Thereafter 1,121,270 Total $ 1,419,677 |
Schedule of the components of gaming revenue | The following table discloses the components of gaming revenue within the condensed consolidated statements of income for the three and six months ended June 30, 2016 and 2015 : Three Months Ended June 30, Six Months Ended June 30, 2016 2015 2016 2015 (in thousands) (in thousands) Video lottery $ 30,765 $ 31,930 $ 61,118 $ 63,171 Table game 4,475 4,881 9,191 9,691 Poker 299 320 613 648 Total gaming revenue, net of cash incentives $ 35,539 $ 37,131 $ 70,922 $ 73,510 |
Schedule of amounts included in promotional allowances | The amounts included in promotional allowances for the three and six months ended June 30, 2016 and 2015 are as follows: Three Months Ended June 30, Six Months Ended June 30, 2016 2015 2016 2015 (in thousands) (in thousands) Food and beverage $ 1,385 $ 1,346 $ 2,734 $ 2,723 Other 30 11 62 21 Total promotional allowances $ 1,415 $ 1,357 $ 2,796 $ 2,744 |
Schedule of the estimated cost of providing complimentary services | The estimated cost of providing such complimentary services, which is primarily included in food, beverage, and other expense, for the three and six months ended June 30, 2016 and 2015 are as follows: Three Months Ended June 30, Six Months Ended June 30, 2016 2015 2016 2015 (in thousands) Food and beverage $ 580 $ 576 $ 1,114 $ 1,172 Other 15 4 29 7 Total cost of complimentary services $ 595 $ 580 $ 1,143 $ 1,179 |
Schedule of reconciliation of the weighted-average common shares outstanding used in the calculation of basic EPS to the weighted-average common shares outstanding used in the calculation of diluted EPS | The following table reconciles the weighted-average common shares outstanding used in the calculation of basic EPS to the weighted-average common shares outstanding used in the calculation of diluted EPS for the three and six months ended June 30, 2016 and 2015 (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2016 2015 2016 2015 (in thousands) Determination of shares: Weighted-average common shares outstanding 183,965 114,330 150,318 114,000 Assumed conversion of dilutive employee stock-based awards 2,454 4,376 2,212 4,322 Assumed conversion of restricted stock 138 163 139 193 Assumed conversion of performance-based restricted stock awards 425 518 361 522 Diluted weighted-average common shares outstanding 186,982 119,387 153,030 119,037 |
Schedule of calculation of basic and diluted EPS for the Company's common stock | The following table presents the calculation of basic and diluted EPS for the Company’s common stock for the three and six months ended June 30, 2016 and 2015 : Three Months Ended June 30, Six Months Ended June 30, 2016 2015 2016 2015 (in thousands, except per share data) Calculation of basic EPS: Net income $ 73,264 $ 31,989 $ 106,013 $ 65,120 Less: Net income allocated to participating securities (170 ) (131 ) (301 ) (267 ) Net income attributable to common shareholders $ 73,094 $ 31,858 $ 105,712 $ 64,853 Weighted-average common shares outstanding 183,965 114,330 150,318 114,000 Basic EPS $ 0.40 $ 0.28 $ 0.70 $ 0.57 Calculation of diluted EPS: Net income $ 73,264 $ 31,989 $ 106,013 $ 65,120 Diluted weighted-average common shares outstanding 186,982 119,387 153,030 119,037 Diluted EPS $ 0.39 $ 0.27 $ 0.69 $ 0.55 |
Schedule of restricted stock award activity | The following table contains information on restricted stock award activity for the six months ended June 30, 2016 : Number of Award Shares Outstanding at December 31, 2015 463,764 Granted 168,966 Released (202,281 ) Canceled (2,199 ) Outstanding at June 30, 2016 428,250 |
Schedule of performance-based restricted stock award activity | The following table contains information on performance-based restricted stock award activity for the six months ended June 30, 2016 : Number of Performance-Based Award Shares Outstanding at December 31, 2015 1,091,556 Granted 558,000 Released — Canceled — Outstanding at June 30, 2016 1,649,556 |
Acquisitions Acquisitions (Tabl
Acquisitions Acquisitions (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Business Combinations [Abstract] | |
Schedule of Consideration Transferred in Asset Acquisitions | The following tables summarize the consideration transferred in the Merger and the purchase price allocation to the assets acquired in the Merger (in thousands): Consideration Cash $ 2,940,490 GLPI common stock 1,823,991 Accrual for Pinnacle taxes assumed by GLPI and not paid at June 30, 2016 14,600 Fair value of total consideration transferred $ 4,779,081 |
Schedule of Purchase Price Allocation | Real estate investments, net $ 1,422,547 Land rights, net 596,920 Investment in direct financing lease, net 2,759,244 Prepaid expenses 111 Other assets 259 Total purchase price $ 4,779,081 |
Real Estate Investments (Tables
Real Estate Investments (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Real Estate [Abstract] | |
Schedule of Real Estate Investments, Net | Real estate investments, net, represents investments in 33 rental properties and the corporate headquarters building and is summarized as follows: June 30, December 31, (in thousands) Land and improvements $ 1,876,286 $ 453,739 Building and improvements 2,297,128 2,297,128 Construction in progress 7 — Total real estate investments 4,173,421 2,750,867 Less accumulated depreciation (708,170 ) (660,808 ) Real estate investments, net $ 3,465,251 $ 2,090,059 |
Land Rights Land Rights (Tables
Land Rights Land Rights (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Ground Leases, Net [Abstract] | |
Schedule of Land Rights, Net | Land rights net, consists of the following: June 30, December 31, (in thousands) Land rights $ 596,921 $ — Less accumulated amortization (1,541 ) — Land rights, net $ 595,380 $ — |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense | As of June 30, 2016 , estimated future amortization expense related to the Company’s ground leases by fiscal year is as follows (in thousands): Year ending December 31, 2016 $ 4,622 2017 9,244 2018 9,244 2019 9,244 2020 9,244 Thereafter 553,782 Total $ 595,380 |
Property and Equipment Used i29
Property and Equipment Used in Operations (Tables) | 6 Months Ended |
Jun. 30, 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: June 30, December 31, (in thousands) Land and improvements $ 31,187 $ 31,187 Building and improvements 117,344 117,314 Furniture, fixtures, and equipment 113,110 112,227 Construction in progress 535 354 Total property and equipment 262,176 261,082 Less accumulated depreciation (137,930 ) (131,335 ) Property and equipment, net $ 124,246 $ 129,747 |
Receivables Receivables (Table
Receivables Receivables (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Financing Receivable, Net [Abstract] | |
Schedule of Components of Real Estate Investments Held Under Direct Financing Leases | The Company's investment in direct financing lease, net, consists of the following and represents the building assets acquired in the Merger: June 30, December 31, (in thousands) Minimum lease payments receivable $ 3,476,586 $ — Unguaranteed residual value 689,811 — Gross investment in direct financing lease 4,166,397 — Less: unearned income (1,419,677 ) — Investment in direct financing lease, net $ 2,746,720 $ — |
Long-term Debt (Tables)
Long-term Debt (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Debt Disclosure [Abstract] | |
Schedule of long-term debt | Long-term debt is as follows: June 30, December 31, (in thousands) Unsecured term loan A $ 300,000 $ 300,000 Unsecured term loan A-1 825,000 — Unsecured $700 million revolver 20,000 190,000 $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 $400 million 4.375% senior unsecured notes due April 2021 400,000 — $500 million 5.375% senior unsecured notes due November 2023 500,000 500,000 $975 million 5.375% senior unsecured notes due April 2026 975,000 — Capital lease 1,339 1,389 Total long-term debt 4,571,339 2,541,389 Less: unamortized debt issuance costs (57,887 ) (31,048 ) Total long-term debt, net of unamortized debt issuance costs 4,513,452 2,510,341 Less current maturities of long-term debt (105 ) (102 ) Long-term debt, net of current maturities $ 4,513,347 $ 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 June 30, 2016 (in thousands): Within one year $ 105 2-3 years 870,225 4-5 years 2,225,248 Over 5 years 1,475,761 Total minimum payments $ 4,571,339 |
Commitments and Contingencies C
Commitments and Contingencies Commitments and Contingencies (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Rental Payments for Operating Leases [Table Text Block] | The future minimum lease commitments relating to noncancelable operating leases at June 30, 2016 are as follows (in thousands): Year ending December 31, 2016 $ 4,354 2017 8,653 2018 8,632 2019 8,181 2020 7,543 Thereafter 490,485 Total $ 527,848 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Equity [Abstract] | |
Dividends Declared | The following table lists the dividends declared and paid by the Company during the six months ended June 30, 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 April 25, 2016 June 2, 2016 Common Stock $ 0.56 Second Quarter 2016 June 17, 2016 $ 113,212 2015 February 3, 2015 March 10, 2015 Common Stock $ 0.545 First Quarter 2015 March 27, 2015 $ 62,072 May 1, 2015 June 11, 2015 Common Stock $ 0.545 Second Quarter 2015 June 26, 2015 $ 62,348 |
Segment Information (Tables)
Segment Information (Tables) | 6 Months Ended |
Jun. 30, 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 June 30, 2016 Three Months Ended June 30, 2015 (in thousands) GLP Capital TRS Properties Eliminations (1) Total GLP Capital TRS Properties Eliminations (1) Total Net revenues $ 170,405 $ 36,956 $ — $ 207,361 $ 111,238 $ 38,629 $ — $ 149,867 Income from operations 113,546 7,271 — 120,817 56,313 6,558 — 62,871 Interest, net 45,284 2,600 (2,602 ) 45,282 29,001 2,601 (2,602 ) 29,000 Income before income taxes 70,864 4,671 — 75,535 29,914 3,957 — 33,871 Income tax expense 210 2,061 — 2,271 186 1,696 — 1,882 Net income 70,654 2,610 — 73,264 29,728 2,261 — 31,989 Depreciation 24,197 2,822 — 27,019 24,393 3,224 — 27,617 Capital project expenditures, net of reimbursements 4 — — 4 4,244 866 — 5,110 Capital maintenance expenditures — 835 — 835 — 775 — 775 Six Months Ended June 30, 2016 Six Months Ended June 30, 2015 (in thousands) GLP Capital TRS Properties Eliminations (1) Total GLP Capital TRS Properties Eliminations (1) Total Net revenues $ 282,447 $ 73,734 $ — $ 356,181 $ 222,136 $ 76,436 $ — $ 298,572 Income from operations 174,316 14,138 — 188,454 113,913 13,758 — 127,671 Interest, net 78,168 5,201 (5,203 ) 78,166 57,969 5,201 (5,203 ) 57,967 Income before income taxes 101,351 8,937 — 110,288 61,147 8,557 — 69,704 Income tax expense 596 3,679 — 4,275 996 3,588 — 4,584 Net income 100,755 5,258 — 106,013 60,151 4,969 — 65,120 Depreciation 48,409 5,693 — 54,102 48,786 6,242 — 55,028 Capital project expenditures, net of reimbursements 168 101 — 269 4,853 5,897 — 10,750 Capital maintenance expenditures — 1,197 — 1,197 — 1,726 — 1,726 (in thousands) GLP Capital TRS Properties Eliminations Total Balance sheet at June 30, 2016 Total assets $ 6,940,323 $ 208,739 $ — $ 7,149,062 Balance sheet at December 31, 2015 Total assets $ 2,223,373 $ 224,782 $ — $ 2,448,155 (1) Amounts in the "Eliminations" column represent the elimination of intercompany interest payments from the Company’s TRS Properties business segment to its GLP Capital business segment. |
Supplemental Disclosure of Cash
Supplemental Disclosure of Cash Flow Information (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Supplemental Cash Flow Elements [Abstract] | |
Schedule of Cash Flow, Supplemental Disclosures | Supplemental disclosures of cash flow information is as follows: Three Months Ended June 30, Six Months Ended June 30, 2016 2015 2016 2015 (in thousands) Cash paid for income taxes, net of refunds received $ 2,796 $ 4,425 $ 3,030 $ 4,425 Cash paid for interest 55,732 52,451 58,301 55,066 |
Supplementary Condensed Conso36
Supplementary Condensed Consolidating Financial Information of Parent Guarantor and Subsidiary Issuers (Tables) | 6 Months Ended |
Jun. 30, 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 balance sheets as of June 30, 2016 and December 31, 2015 , statements of income for the three and six months ended June 30, 2016 and 2015 and statements of cash flows for the six months ended June 30, 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 June 30, 2016 Parent Guarantor Subsidiary Issuers Other Subsidiary Non-Issuers Eliminations Consolidated (in thousands) Assets Real estate investments, net $ — $ 1,909,458 $ 1,555,793 $ — $ 3,465,251 Land rights, net — — 595,380 — 595,380 Property and equipment, used in operations, net — 23,608 100,638 — 124,246 Investment in direct financing lease, net — — 2,746,720 — 2,746,720 Cash and cash equivalents — 4,840 18,899 — 23,739 Prepaid expenses — 4,380 1,415 390 6,185 Other current assets — 60,050 10,452 — 70,502 Goodwill — — 75,521 — 75,521 Other intangible assets — — 9,577 — 9,577 Debt issuance costs, net of accumulated amortization of $9,500 at June 30, 2016 — — — — — Loan receivable — — 27,275 — 27,275 Intercompany loan receivable — 193,595 — (193,595 ) — Intercompany transactions and investment in subsidiaries 2,386,173 4,919,007 2,593,613 (9,898,793 ) — Deferred tax assets, non-current — 3,293 — 3,293 Other assets — 256 1,117 — 1,373 Total assets $ 2,386,173 $ 7,115,194 $ 7,739,693 $ (10,091,998 ) $ 7,149,062 Liabilities Accounts payable $ — $ 104 $ 140 $ — $ 244 Accrued expenses — 1,189 5,323 — 6,512 Accrued interest — 29,975 — — 29,975 Accrued salaries and wages — 10,770 1,970 — 12,740 Gaming, property, and other taxes — 21,236 10,101 — 31,337 Income taxes — 1 (391 ) 390 — Current maturities of long-term debt — 105 — — 105 Other current liabilities — 17,002 15,990 — 32,992 Long-term debt, net of current maturities and unamortized debt issuance costs — 4,513,347 — — 4,513,347 Intercompany loan payable — — 193,595 (193,595 ) — Deferred rental revenue — 135,291 — — 135,291 Deferred tax liabilities, non-current — — 347 — 347 Total liabilities — 4,729,020 227,075 (193,205 ) 4,762,890 Shareholders’ (deficit) equity Preferred stock ($.01 par value, 50,000,000 shares authorized, no shares issued or outstanding at June 30, 2016) — — — — — Common stock ($.01 par value, 500,000,000 shares authorized, 203,412,809 shares issued at June 30, 2016) 2,034 2,034 2,034 (4,068 ) 2,034 Additional paid-in capital 3,647,137 3,647,139 8,578,687 (12,225,826 ) 3,647,137 Retained (deficit) earnings (1,262,998 ) (1,262,999 ) (1,068,103 ) 2,331,101 (1,262,999 ) Total shareholders’ (deficit) equity 2,386,173 2,386,174 7,512,618 (9,898,793 ) 2,386,172 Total liabilities and shareholders’ (deficit) equity $ 2,386,173 $ 7,115,194 $ 7,739,693 $ (10,091,998 ) $ 7,149,062 Three months ended June 30, 2016 Parent Guarantor Subsidiary Issuers Other Subsidiary Non-Issuers Eliminations Consolidated (in thousands) Revenues Rental income $ — $ 96,066 $ 46,035 $ — $ 142,101 Income from direct financing lease — — 12,631 — 12,631 Real estate taxes paid by tenants — 8,581 7,092 — 15,673 Total rental revenue and income from direct financing lease — 104,647 65,758 — 170,405 Gaming — — 35,539 — 35,539 Food, beverage and other — — 2,832 — 2,832 Total revenues — 104,647 104,129 — 208,776 Less promotional allowances — — (1,415 ) — (1,415 ) Net revenues — 104,647 102,714 — 207,361 Operating expenses Gaming — — 19,105 — 19,105 Food, beverage and other — — 2,084 — 2,084 Real estate taxes — 8,607 7,468 — 16,075 General and administrative — 13,823 8,438 — 22,261 Depreciation — 23,436 3,583 — 27,019 Total operating expenses — 45,866 40,678 — 86,544 Income from operations — 58,781 62,036 — 120,817 Other income (expenses) Interest expense — (45,936 ) — — (45,936 ) Interest income — 169 485 — 654 Intercompany dividends and interest — 95,858 11,898 (107,756 ) — Total other income (expenses) — 50,091 12,383 (107,756 ) (45,282 ) Income (loss) before income taxes — 108,872 74,419 (107,756 ) 75,535 Income tax expense — 210 2,061 — 2,271 Net income (loss) $ — $ 108,662 $ 72,358 $ (107,756 ) $ 73,264 Six months ended June 30, 2016 Parent Guarantor Subsidiary Issuers Other Subsidiary Non-Issuers Eliminations Consolidated (in thousands) Revenues Rental income $ — $ 192,738 $ 49,578 $ — $ 242,316 Income from direct financing lease — — 12,631 — 12,631 Real estate taxes paid by tenants — 19,896 7,604 — 27,500 Total rental revenue and income from direct financing lease — 212,634 69,813 — 282,447 Gaming — — 70,922 — 70,922 Food, beverage and other — — 5,608 — 5,608 Total revenues — 212,634 146,343 — 358,977 Less promotional allowances — — (2,796 ) — (2,796 ) Net revenues — 212,634 143,547 — 356,181 Operating expenses Gaming — — 38,039 — 38,039 Food, beverage and other — — 4,137 — 4,137 Real estate taxes — 19,927 8,355 — 28,282 General and administrative — 29,051 14,116 — 43,167 Depreciation — 46,887 7,215 — 54,102 Total operating expenses — 95,865 71,862 — 167,727 Income from operations — 116,769 71,685 — 188,454 Other income (expenses) Interest expense — (79,337 ) — — (79,337 ) Interest income — 169 1,002 — 1,171 Intercompany dividends and interest — 105,602 17,297 (122,899 ) — Total other income (expenses) — 26,434 18,299 (122,899 ) (78,166 ) Income (loss) before income taxes — 143,203 89,984 (122,899 ) 110,288 Income tax expense — 596 3,679 — 4,275 Net income (loss) $ — $ 142,607 $ 86,305 $ (122,899 ) $ 106,013 Six months ended June 30, 2016 Parent Guarantor Subsidiary Issuers Other Subsidiary Non-Issuers Eliminations Consolidated (in thousands) Operating activities Net income (loss) $ — $ 142,607 $ 86,305 $ (122,899 ) $ 106,013 Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: Depreciation and amortization — 46,887 8,756 — 55,643 Amortization of debt issuance costs — 8,632 — — 8,632 Gains on dispositions of property — — (15 ) — (15 ) Deferred income taxes — — (824 ) — (824 ) Stock-based compensation — 9,163 — — 9,163 Straight-line rent adjustments — 27,912 — — 27,912 (Increase) decrease, Prepaid expenses and other current assets — (7,008 ) 272 2,531 (4,205 ) Other assets — — (726 ) — (726 ) Intercompany — 14,224 (14,224 ) — — Increase (decrease), Accounts payable — (106 ) (139 ) — (245 ) Accrued expenses — (3,548 ) (90 ) — (3,638 ) Accrued interest — 12,352 — — 12,352 Accrued salaries and wages — 42 (1,021 ) — (979 ) Gaming, property and other taxes — 471 85 — 556 Income taxes — 41 2,490 (2,531 ) — Other current and non-current liabilities — 702 1 — 703 Net cash provided by (used in) operating activities — 252,371 80,870 (122,899 ) 210,342 Investing activities Capital project expenditures, net of reimbursements — (168 ) (101 ) — (269 ) Capital maintenance expenditures — — (1,197 ) — (1,197 ) Proceeds from sale of property and equipment — — 234 — 234 Principal payments on loan receivable — — 2,075 — 2,075 Acquisition of real estate assets — — (2,940,490 ) — (2,940,490 ) Collection of principal payments on investment in direct financing lease — — 12,525 — 12,525 Net cash used in investing activities — (168 ) (2,926,954 ) — (2,927,122 ) Financing activities Dividends paid (179,122 ) — — — (179,122 ) Proceeds from exercise of options 54,527 — — — 54,527 Proceeds from issuance of common stock, net of issuance costs 825,198 — — 825,198 Proceeds from issuance of long-term debt — 2,337,000 — — 2,337,000 Financing costs — (31,908 ) — — (31,908 ) Repayments of long-term debt — (307,051 ) — — (307,051 ) Intercompany financing (700,603 ) (2,254,120 ) 2,831,824 122,899 — Net cash (used in) provided by financing activities — (256,079 ) 2,831,824 122,899 2,698,644 Net decrease in cash and cash equivalents — (3,876 ) (14,260 ) — (18,136 ) Cash and cash equivalents at beginning of period — 8,716 33,159 — 41,875 Cash and cash equivalents at end of period $ — $ 4,840 $ 18,899 $ — $ 23,739 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 June 30, 2015 Parent Guarantor Subsidiary Issuers Other Subsidiary Non- Issuers Eliminations Consolidated (in thousands) Revenues Rental income $ — $ 94,795 $ 3,500 $ — $ 98,295 Income from direct financing lease — — — — — Real estate taxes paid by tenants — 12,482 461 — 12,943 Total rental revenue and income from direct financing lease — 107,277 3,961 — 111,238 Gaming — — 37,131 — 37,131 Food, beverage and other — — 2,855 — 2,855 Total revenues — 107,277 43,947 — 151,224 Less promotional allowances — — (1,357 ) — (1,357 ) Net revenues — 107,277 42,590 — 149,867 Operating expenses Gaming — — 20,271 — 20,271 Food, beverage and other — — 2,177 — 2,177 Real estate taxes — 12,482 727 — 13,209 General and administrative — 17,588 6,134 — 23,722 Depreciation — 23,632 3,985 — 27,617 Total operating expenses — 53,702 33,294 — 86,996 Income from operations — 53,575 9,296 — 62,871 Other income (expenses) Interest expense — (29,585 ) — — (29,585 ) Interest income — 1 584 — 585 Intercompany dividends and interest — 7,603 1,397 (9,000 ) — Total other income (expenses) — (21,981 ) 1,981 (9,000 ) (29,000 ) Income (loss) before income taxes — 31,594 11,277 (9,000 ) 33,871 Income tax expense — 186 1,696 — 1,882 Net income (loss) $ — $ 31,408 $ 9,581 $ (9,000 ) $ 31,989 Six months ended June 30, 2015 Parent Guarantor Subsidiary Issuers Other Subsidiary Non- Issuers Eliminations Consolidated (in thousands) Revenues Rental income $ — $ 188,843 $ 7,000 $ — $ 195,843 Income from direct financing lease — — — — — Real estate taxes paid by tenants — 25,309 984 — 26,293 Total rental revenue and income from direct financing lease — 214,152 7,984 — 222,136 Gaming — — 73,510 — 73,510 Food, beverage and other — — 5,670 — 5,670 Total revenues — 214,152 87,164 — 301,316 Less promotional allowances — — (2,744 ) — (2,744 ) Net revenues — 214,152 84,420 — 298,572 Operating expenses Gaming — — 39,287 — 39,287 Food, beverage and other — — 4,361 — 4,361 Real estate taxes — 25,309 1,655 — 26,964 General and administrative — 33,144 12,117 — 45,261 Depreciation — 47,264 7,764 — 55,028 Total operating expenses — 105,717 65,184 — 170,901 Income from operations — 108,435 19,236 — 127,671 Other income (expenses) Interest expense — (59,147 ) — — (59,147 ) Interest income — 11 1,169 — 1,180 Intercompany dividends and interest — 17,689 7,000 (24,689 ) — Total other income (expenses) — (41,447 ) 8,169 (24,689 ) (57,967 ) Income (loss) before income taxes — 66,988 27,405 (24,689 ) 69,704 Income tax expense — 996 3,588 — 4,584 Net income (loss) $ — $ 65,992 $ 23,817 $ (24,689 ) $ 65,120 Six months ended June 30, 2015 Parent Guarantor Subsidiary Issuers Other Subsidiary Non-Issuers Eliminations Consolidated (in thousands) Operating activities Net income (loss) $ — $ 65,992 $ 23,817 $ (24,689 ) $ 65,120 Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: Depreciation and amortization — 47,264 7,764 — 55,028 Amortization of debt issuance costs — 4,039 — — 4,039 Losses on dispositions of property — 46 21 — 67 Deferred income taxes — — (1,537 ) — (1,537 ) Stock-based compensation — 8,505 — — 8,505 Straight-line rent adjustments — 27,912 — — 27,912 (Increase) decrease, Prepaid expenses and other current assets — 938 2,452 — 3,390 Other assets — (1 ) (3 ) — (4 ) Intercompany — 2,244 (2,244 ) — — (Decrease) increase, 0 0 0 Accounts payable — (694 ) 29 — (665 ) Accrued expenses — 4,172 (405 ) — 3,767 Accrued interest — (14 ) — — (14 ) Accrued salaries and wages — (3,178 ) (263 ) — (3,441 ) Gaming, property and other taxes — (973 ) (16 ) — (989 ) Income taxes — 122 107 — 229 Other current and non-current liabilities — 749 (87 ) — 662 Net cash provided by (used in) operating activities — 157,123 29,635 (24,689 ) 162,069 Investing activities Capital project expenditures, net of reimbursements — (4,853 ) (5,897 ) — (10,750 ) Capital maintenance expenditures — — (1,726 ) — (1,726 ) Proceeds from sale of property and equipment — 91 6 — 97 Principal payments on loan receivable — — 1,075 — 1,075 Other investing activities — (37 ) — — (37 ) Net cash used in investing activities — (4,799 ) (6,542 ) — (11,341 ) Financing activities Dividends paid (125,522 ) — — — (125,522 ) Proceeds from exercise of options 12,928 — — — 12,928 Financing costs — — — — — Payments of long-term debt — (43,048 ) — — (43,048 ) Intercompany financing 109,951 (110,004 ) (24,636 ) 24,689 — Net cash (used in) provided by financing activities (2,643 ) (153,052 ) (24,636 ) 24,689 (155,642 ) Net decrease in cash and cash equivalents (2,643 ) (728 ) (1,543 ) — (4,914 ) Cash and cash equivalents at beginning of period 2,643 4,450 28,880 — 35,973 Cash and cash equivalents at end of period $ — $ 3,722 $ 27,337 $ — $ 31,059 |
Business and Operations (Detail
Business and Operations (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2016USD ($)statepropertyrenewaloption | |
Business and Operations | |
Number of facilities whose real estate property is Included in entity portfolio | 35 |
Number of real estate properties | 33 |
Number of states across which the portfolio of properties is diversified | state | 14 |
Real estate, occupancy percentage | 100.00% |
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 |
Pinnacle Entertainment, Inc. | |
Business and Operations | |
Operating lease, initial term of contract | 10 years |
Operating leases, number of renewal options | renewaloption | 5 |
Operating lease, renewal term | 5 years |
Number of real estate properties | 14 |
Pinnacle Entertainment, Inc. | |
Business and Operations | |
Consideration paid for acquisition of real estate assets | $ | $ 4,779,081 |
Summary of Significant Accoun38
Summary of Significant Accounting Policies (Fair Value of Financial Instruments) (Details) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
Carrying Amount | ||
Financial assets: | ||
Investment in direct financing lease, net | $ 2,746,720 | $ 0 |
Cash and cash equivalents | 23,739 | 41,875 |
Deferred compensation plan assets | 16,218 | 14,833 |
Loans receivable | 27,275 | 29,350 |
Financial liabilities: | ||
Deferred compensation plan liabilities | 16,218 | 14,866 |
Senior unsecured credit facility | 1,145,000 | 490,000 |
Senior notes | 3,425,000 | 2,050,000 |
Fair Value | ||
Financial assets: | ||
Investment in direct financing lease, net | 2,746,720 | 0 |
Cash and cash equivalents | 23,739 | 41,875 |
Deferred compensation plan assets | 16,218 | 14,833 |
Loans receivable | 27,275 | 29,350 |
Financial liabilities: | ||
Deferred compensation plan liabilities | 16,218 | 14,866 |
Senior unsecured credit facility | 1,129,314 | 479,612 |
Senior notes | $ 3,557,088 | $ 2,014,750 |
Summary of Significant Accoun39
Summary of Significant Accounting Policies (Revenue Recognition and Promotional Allowances) (Narrative) (Details) | 6 Months Ended |
Jun. 30, 2016propertyrenewaloption | |
Revenue Recognition and Promotional Allowances | |
Number of real estate properties | property | 33 |
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 |
Term of contract including all reasonably assured renewal periods (in years) | 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 | property | 18 |
Annual rent escalator | 2.00% |
Term of contract including all reasonably assured renewal periods (in years) | 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% |
Pinnacle Entertainment, Inc. | |
Revenue Recognition and Promotional Allowances | |
Number of real estate properties | property | 14 |
Period used in calculation of the average change in net revenues | 2 years |
Capital leases, annual rental escalation percentage | 2.00% |
Capital leases, frequency the property performance-based rent structure is adjusted | 2 years |
Capital leases, percent of the average changes in net revenues of property used to calculate rent increase | 4.00% |
Term of contract including all reasonably assured renewal periods (in years) | 35 years |
Operating lease, initial term of contract | 10 years |
Operating leases, number of renewal options | renewaloption | 5 |
Operating lease, renewal term | 5 years |
Summary of Significant Accoun40
Summary of Significant Accounting Policies Summary of Significant Accounting Policies (Revenue Recognition and Promotional Allowances) (Future Minimum Lease Payments Receivable, Operating Leases) (Details) $ in Thousands | Jun. 30, 2016USD ($) |
Operating Leases, Future Minimum Payments Receivable [Abstract] | |
2,016 | $ 299,766 |
2,017 | 597,935 |
2,018 | 600,455 |
2,019 | 613,061 |
2,020 | 613,061 |
Thereafter | 17,679,434 |
Total Operating Leases, Future Minimum Payments Receivable | $ 20,403,712 |
Summary of Significant Accoun41
Summary of Significant Accounting Policies Summary of Significant Accounting Policies (Revenue Recognition and Promotional Allowances) (Future Income Receivable under Direct Financing Leases) (Details) $ in Thousands | Jun. 30, 2016USD ($) |
Capital Leases, Future Minimum Payments Receivable, Fiscal Year Maturity [Abstract] | |
2,016 | $ 35,447 |
2,017 | 68,672 |
2,018 | 66,509 |
2,019 | 64,722 |
2,020 | 63,057 |
Thereafter | 1,121,270 |
Total Capital Leases, Future Minimum Payments Receivable | $ 1,419,677 |
Summary of Significant Accoun42
Summary of Significant Accounting Policies (Revenue Recognition and Promotional Allowances) (Gaming Revenues and Promotional Allowances Tables) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Revenue Recognition and Promotional Allowances | ||||
Gaming revenue, net of cash incentives | $ 35,539 | $ 37,131 | $ 70,922 | $ 73,510 |
Promotional allowances | 1,415 | 1,357 | 2,796 | 2,744 |
Cost of Complimentary Services | 595 | 580 | 1,143 | 1,179 |
Video lottery | ||||
Revenue Recognition and Promotional Allowances | ||||
Gaming revenue, net of cash incentives | 30,765 | 31,930 | 61,118 | 63,171 |
Table game | ||||
Revenue Recognition and Promotional Allowances | ||||
Gaming revenue, net of cash incentives | 4,475 | 4,881 | 9,191 | 9,691 |
Poker | ||||
Revenue Recognition and Promotional Allowances | ||||
Gaming revenue, net of cash incentives | 299 | 320 | 613 | 648 |
Food and beverage | ||||
Revenue Recognition and Promotional Allowances | ||||
Promotional allowances | 1,385 | 1,346 | 2,734 | 2,723 |
Cost of Complimentary Services | 580 | 576 | 1,114 | 1,172 |
Other | ||||
Revenue Recognition and Promotional Allowances | ||||
Promotional allowances | 30 | 11 | 62 | 21 |
Cost of Complimentary Services | $ 15 | $ 4 | $ 29 | $ 7 |
Summary of Significant Accoun43
Summary of Significant Accounting Policies (Gaming and Admission Taxes) (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Gaming and Admission Taxes | ||||
Gaming and admission taxes | $ 15.2 | $ 15.8 | $ 29.9 | $ 30.8 |
Summary of Significant Accoun44
Summary of Significant Accounting Policies (Earnings Per Share) (Weighted Average Shares Outstanding) (Details) - shares shares in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Schedule of Basic And Diluted Weighted Average Common Shares Outstanding [Line Items] | ||||
Weighted-average common shares outstanding | 183,965 | 114,330 | 150,318 | 114,000 |
Diluted weighted-average common shares outstanding | 186,982 | 119,387 | 153,030 | 119,037 |
Employee stock options | ||||
Schedule of Basic And Diluted Weighted Average Common Shares Outstanding [Line Items] | ||||
Dilutive securities | 2,454 | 4,376 | 2,212 | 4,322 |
Restricted stock awards | ||||
Schedule of Basic And Diluted Weighted Average Common Shares Outstanding [Line Items] | ||||
Dilutive securities | 138 | 163 | 139 | 193 |
Performance-based restricted stock awards | ||||
Schedule of Basic And Diluted Weighted Average Common Shares Outstanding [Line Items] | ||||
Dilutive securities | 425 | 518 | 361 | 522 |
Summary of Significant Accoun45
Summary of Significant Accounting Policies (Earnings per Share) (EPS Calculations) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Accounting Policies [Abstract] | ||||
Anti-dilutive securities, options to purchase common stock outstanding (in shares) | 111,818 | 0 | 139,445 | 7,269 |
Calculation of basic EPS: | ||||
Net income | $ 73,264 | $ 31,989 | $ 106,013 | $ 65,120 |
Less: Net income allocated to participating securities | (170) | (131) | (301) | (267) |
Net income attributable to common shareholders | $ 73,094 | $ 31,858 | $ 105,712 | $ 64,853 |
Weighted-average common shares outstanding | 183,965,000 | 114,330,000 | 150,318,000 | 114,000,000 |
Basic EPS (in dollars per share) | $ 0.40 | $ 0.28 | $ 0.70 | $ 0.57 |
Calculation of diluted EPS: | ||||
Net income | $ 73,264 | $ 31,989 | $ 106,013 | $ 65,120 |
Diluted weighted-average common shares outstanding | 186,982,000 | 119,387,000 | 153,030,000 | 119,037,000 |
Diluted EPS (in dollars per share) | $ 0.39 | $ 0.27 | $ 0.69 | $ 0.55 |
Summary of Significant Accoun46
Summary of Significant Accounting Policies (Stock-Based Compensation) (Narrative) (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2016 | Mar. 31, 2016 | Jun. 30, 2015 | Mar. 31, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Stock-based compensation | ||||||
Dividends paid per common share (in dollars per share) | $ 0.56 | $ 0.56 | $ 0.55 | $ 0.55 | $ 1.12 | $ 1.09 |
Employee stock options | ||||||
Stock-based compensation | ||||||
Total unrecognized compensation cost | $ 0 | $ 0 | ||||
Recognized compensation expense | 0 | $ 700,000 | 20,000 | $ 1,400,000 | ||
Additional compensation expense related to dividends | 1,900,000 | 2,900,000 | 4,200,000 | 5,800,000 | ||
Restricted stock awards | ||||||
Stock-based compensation | ||||||
Total unrecognized compensation cost | 9,600,000 | 9,600,000 | ||||
Recognized compensation expense | 1,900,000 | 1,500,000 | $ 3,700,000 | 2,900,000 | ||
Remaining weighted average vesting period for recognition of unrecognized compensation cost | 1 year 8 months | |||||
Performance-based restricted stock awards | ||||||
Stock-based compensation | ||||||
Total unrecognized compensation cost | 15,100,000 | $ 15,100,000 | ||||
Recognized compensation expense | 2,700,000 | 2,000,000 | $ 5,400,000 | 4,200,000 | ||
Remaining weighted average vesting period for recognition of unrecognized compensation cost | 1 year 10 months 19 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 | 800,000 | $ 800,000 | ||||
Recognized compensation expense | 300,000 | 1,100,000 | 700,000 | 2,900,000 | ||
Additional compensation expense related to dividends | $ 17,000 | $ 57,000 | $ 35,000 | $ 100,000 | ||
Remaining weighted average vesting period for recognition of unrecognized compensation cost | 7 months 1 day | |||||
End Of Measurement Period Vesting | Performance-based restricted stock awards | ||||||
Stock-based compensation | ||||||
Vesting period | 3 years |
Summary of Significant Accoun47
Summary of Significant Accounting Policies (Stock-Based Compensation) (Restricted Stock Activity) (Details) - Restricted stock awards | 6 Months Ended |
Jun. 30, 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) | (202,281) |
Canceled (in shares) | (2,199) |
Outstanding at the end of the period (in shares) | 428,250 |
Summary of Significant Accoun48
Summary of Significant Accounting Policies (Stock-Based Compensation) (Performance-Based Awards) (Details) - Performance-based restricted stock awards | 6 Months Ended |
Jun. 30, 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 (Narrative) (Detai
Acquisitions (Narrative) (Details) $ in Thousands, shares in Millions | Apr. 28, 2016USD ($)shares | Jun. 30, 2016USD ($)property | Jun. 30, 2016USD ($)property |
Acquisitions [Line Items} | |||
Number of real estate properties | property | 33 | 33 | |
Pinnacle Entertainment, Inc. | |||
Acquisitions [Line Items} | |||
Number of real estate properties | property | 14 | 14 | |
Term of contract including all reasonably assured renewal periods (in years) | 35 years | ||
Pinnacle Entertainment, Inc. | |||
Acquisitions [Line Items} | |||
Asset acquisition, conversion ratio of share of acquiree to share of acquirer | 0.85 | ||
New issuances of common stock, shares, acquisitions | shares | 56 | ||
Debt of acquiree paid by acquirer at acquisition date | $ 2,700,000 | ||
Seller's transaction fees by acquirer related to real estate acquisitions | $ 226,800 | ||
Transaction fees related to real estate acquisitions | 28,300 | ||
Consideration paid for acquisition of real estate assets | 4,779,081 | ||
Asset acquisition, pro forma information, revenue from acquired properties since acquisition date, actual | $ 61,800 | 61,800 | |
Asset acquisition, pro forma information, operating expenses of acquired properties since acquisition date, actual | $ 9,800 | $ 9,800 |
Acquisitions Acquisitions (Cons
Acquisitions Acquisitions (Consideration Transferred) (Details) - Pinnacle Entertainment, Inc. $ in Thousands | 6 Months Ended |
Jun. 30, 2016USD ($) | |
Acquisitions [Line Items} | |
Cash | $ 2,940,490 |
GLPI common stock | 1,823,991 |
Accrual for Pinnacle tax assumed by GLPI and not paid at June 30, 2016 | 14,600 |
Fair value of total consideration transferred | $ 4,779,081 |
Acquisitions Acquisitions (Purc
Acquisitions Acquisitions (Purchase Price Allocation Components) (Details) $ in Thousands | Jun. 30, 2016USD ($) |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Liabilities [Abstract] | |
Real estate investments, net | $ 1,422,547 |
Land rights, net | 596,920 |
Investment in direct financing lease, net | 2,759,244 |
Prepaid expenses | 111 |
Other assets | 259 |
Total purchase price | $ 4,779,081 |
Acquisitions Acquisitions (Pu52
Acquisitions Acquisitions (Purchase Price Allocation) (Narrative) (Details) - Pinnacle Entertainment, Inc. $ in Thousands | 6 Months Ended |
Jun. 30, 2016USD ($) | |
Finite-Lived Intangible Assets [Line Items] | |
Asset acquisition, consideration transferred, cash | $ 2,940,490 |
Asset acquisition, consideration transferred, equity interests issued or issuable. | 1,823,991 |
Accrual for Pinnacle tax assumed by GLPI and not paid at June 30, 2016 | $ 14,600 |
Real Estate Investments (Detail
Real Estate Investments (Details) $ in Thousands | Jun. 30, 2016USD ($)property | Dec. 31, 2015USD ($) |
Real estate investments | ||
Number of real estate properties | property | 33 | |
Total real estate investments | $ 4,173,421 | $ 2,750,867 |
Less accumulated depreciation | (708,170) | (660,808) |
Real estate investments, net | 3,465,251 | 2,090,059 |
Land and improvements | ||
Real estate investments | ||
Total real estate investments | 1,876,286 | 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 |
Land Rights Land Rights (Detail
Land Rights Land Rights (Details) $ in Thousands | 6 Months Ended | |
Jun. 30, 2016USD ($)propertyrenewaloption | Dec. 31, 2015USD ($) | |
Finite-Lived Intangible Assets [Line Items] | ||
Land rights | $ 596,921 | $ 0 |
Less accumulated amortization | (1,541) | 0 |
Land rights, net | 595,380 | 0 |
Finite-Lived Intangible Assets, Amortization Expense, Maturity Schedule [Abstract] | ||
Land rights, net | 595,380 | $ 0 |
Ground leases [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortization expense, land rights | 1,500 | |
Finite-Lived Intangible Assets, Amortization Expense, Maturity Schedule [Abstract] | ||
2,016 | 4,622 | |
2,017 | 9,244 | |
2,018 | 9,244 | |
2,019 | 9,244 | |
2,020 | 9,244 | |
Thereafter | $ 553,782 | |
Ground leases [Member] | Minimum [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-lived intangible assets, land rights, remaining amortization period | 33 years | |
Ground leases [Member] | Maximum [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-lived intangible assets, land rights, remaining amortization period | 92 years | |
Belterra Casino Resort [Member] | ||
Finite-Lived Intangible Assets, Amortization Expense, Maturity Schedule [Abstract] | ||
Lessee Leasing Arrangements, Operating Leases, Term of Contract | 5 years | |
Operating leases, number of renewal options | property | 9 | |
Operating lease, renewal term | 5 years | |
Lease Agreement, Percentage of Gross Revenue for Determination of Annual Variable Rent | 1.50% | |
Operating leases, revenue threshold for paying variable rent | $ 100,000 | |
Ameristar East Chicago [Member] | ||
Finite-Lived Intangible Assets, Amortization Expense, Maturity Schedule [Abstract] | ||
Lessee Leasing Arrangements, Operating Leases, Term of Contract | 30 years | |
Operating leases, number of renewal options | renewaloption | 2 | |
Operating lease, renewal term | 30 years | |
Operating leases, frequency base rent is adjusted | 3 years | |
River City Hotel and Casino [Member] | ||
Finite-Lived Intangible Assets, Amortization Expense, Maturity Schedule [Abstract] | ||
Lessee Leasing Arrangements, Operating Leases, Term of Contract | 99 years | |
Lease Agreement, Percentage of Gross Revenue for Determination of Annual Variable Rent | 2.50% | |
L'Auberge St. Charles [Member] | ||
Finite-Lived Intangible Assets, Amortization Expense, Maturity Schedule [Abstract] | ||
Lessee Leasing Arrangements, Operating Leases, Term of Contract | 10 years | |
Operating leases, number of renewal options | renewaloption | 6 | |
Operating lease, renewal term | 10 years |
Property and Equipment Used i55
Property and Equipment Used in Operations (Details) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 262,176 | $ 261,082 |
Less accumulated depreciation | (137,930) | (131,335) |
Property and equipment, net | 124,246 | 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 | 117,344 | 117,314 |
Furniture, fixtures, and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 113,110 | 112,227 |
Construction in progress | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 535 | $ 354 |
Financing Receivables (Investme
Financing Receivables (Investment in Direct Financing Lease, Net) (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2016 | Dec. 31, 2015 | |
Loans and Leases Receivable Disclosure [Line Items] | ||
Minimum lease payments receivable | $ 3,476,586 | $ 0 |
Unguaranteed residual value | 689,811 | 0 |
Gross investment in direct financing lease | 4,166,397 | 0 |
Less: unearned income | (1,419,677) | 0 |
Investment in direct financing lease, net | $ 2,746,720 | $ 0 |
Pinnacle Entertainment, Inc. | ||
Loans and Leases Receivable Disclosure [Line Items] | ||
Term of contract including all reasonably assured renewal periods (in years) | 35 years |
Financing Receivable (Loan Rece
Financing Receivable (Loan Receivable) (Details) | 1 Months Ended | 6 Months Ended | ||
Jan. 31, 2014USD ($) | Jun. 30, 2016USD ($)renewaloption | Jun. 30, 2015USD ($) | Dec. 31, 2015USD ($) | |
Loans and Leases Receivable Disclosure [Line Items] | ||||
Amount paid for acquisition | $ 2,940,490,000 | $ 0 | ||
Loan receivable | 27,275,000 | $ 29,350,000 | ||
Casino Queen | ||||
Loans and Leases Receivable Disclosure [Line Items] | ||||
Annual rent of property leased back on a triple net basis | $ 14,200,000 | |||
Operating lease, initial term of contract | 15 years | |||
Operating leases, number of renewal options | renewaloption | 4 | |||
Operating lease, renewal term | 5 years | |||
Casino Queen | ||||
Loans and Leases Receivable Disclosure [Line Items] | ||||
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 | $ 27,300,000 |
Long-term Debt (Schedule of Deb
Long-term Debt (Schedule of Debt) (Details) - USD ($) | Jun. 30, 2016 | Dec. 31, 2015 |
Long-term debt | ||
Long-term debt, gross | $ 4,571,339,000 | $ 2,541,389,000 |
Unamortized debt issuance costs | (57,887,000) | (31,048,000) |
Total long-term debt, net of unamortized debt issuance costs | 4,513,452,000 | 2,510,341,000 |
Current maturities of long-term debt | (105,000) | (102,000) |
Long-term debt, net of current maturities and unamortized debt issuance costs | 4,513,347,000 | 2,510,239,000 |
Unsecured term loan A | ||
Long-term debt | ||
Long-term debt | 300,000,000 | 300,000,000 |
Unsecured term loan A -1 | ||
Long-term debt | ||
Long-term debt | 825,000,000 | 0 |
Unsecured $700 million revolver | ||
Long-term debt | ||
Long-term debt | 20,000,000 | 190,000,000 |
$550 million 4.375% senior unsecured notes due November 2018 | ||
Long-term debt | ||
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 unsecured notes due November 2020 | ||
Long-term debt | ||
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% | |
$400 million 4.375% senior unsecured notes due April 2021 | ||
Long-term debt | ||
Long-term debt | $ 400,000,000 | 0 |
Face amount of debt | $ 400,000,000 | |
Debt instrument, interest rate, stated percentage | 4.375% | |
$500 million 5.375% senior unsecured notes due November 2023 | ||
Long-term debt | ||
Long-term debt | $ 500,000,000 | 500,000,000 |
Face amount of debt | $ 500,000,000 | |
Debt instrument, interest rate, stated percentage | 5.375% | |
$975 million 5.375% senior unsecured notes due April 2026 | ||
Long-term debt | ||
Long-term debt | $ 975,000,000 | 0 |
Face amount of debt | $ 975,000,000 | |
Debt instrument, interest rate, stated percentage | 5.375% | |
Capital lease | ||
Long-term debt | ||
Long-term debt | $ 1,339,000 | $ 1,389,000 |
Long-term Debt (Maturities of L
Long-term Debt (Maturities of Long-Term Debt) (Details) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
Future minimum repayments of long-term debt | ||
Within one year | $ 105 | |
2 - 3 years | 870,225 | |
4 - 5 years | 2,225,248 | |
Over 5 years | 1,475,761 | |
Long-term debt | $ 4,571,339 | $ 2,541,389 |
Long-term Debt - Senior Unsecur
Long-term Debt - Senior Unsecured Credit Facility (Narrative) (Details) | Jun. 30, 2016USD ($) |
Long-term debt | |
Line of credit facility, maximum borrowing capacity | $ 1,825,000,000 |
Letters of credit outstanding, amount | 900,000 |
Available borrowing capacity | 679,100,000 |
Senior unsecured credit facility | |
Long-term debt | |
Long-term debt | 1,145,000,000 |
Revolving credit facility | |
Long-term debt | |
Line of credit facility, maximum borrowing capacity | 700,000,000 |
Outstanding balance on credit facility | 20,000,000 |
Unsecured term loan A | |
Long-term debt | |
Line of credit facility, maximum borrowing capacity | 300,000,000 |
Unsecured term loan A -1 | |
Long-term debt | |
Line of credit facility, maximum borrowing capacity | 825,000,000 |
Term Loan Facilities [Member] | |
Long-term debt | |
Outstanding balance on credit facility | $ 1,125,000,000 |
Long-term Debt - Senior Unsec61
Long-term Debt - Senior Unsecured Notes (Narrative) (Details) | Jun. 30, 2016USD ($) |
Senior Unsecured Notes 4.375 Percent Due 2021 | |
Long-term debt | |
Face amount of debt | $ 400,000,000 |
Debt instrument, interest rate, stated percentage | 4.375% |
$975 million 5.375% senior unsecured notes due April 2026 | |
Long-term debt | |
Face amount of debt | $ 975,000,000 |
Debt instrument, interest rate, stated percentage | 5.375% |
Senior Unsecured Notes 4.375 Percent Due 2018 | |
Long-term debt | |
Face amount of debt | $ 550,000,000 |
Debt instrument, interest rate, stated percentage | 4.375% |
Senior Unsecured Notes 4.875 Percent Due 2020 | |
Long-term debt | |
Face amount of debt | $ 1,000,000,000 |
Debt instrument, interest rate, stated percentage | 4.875% |
Senior Unsecured Notes 5.375 Percent Due 2023 | |
Long-term debt | |
Face amount of debt | $ 500,000,000 |
Debt instrument, interest rate, stated percentage | 5.375% |
Long-term Debt - Capital Lease
Long-term Debt - Capital Lease (Narrative) (Details) | 6 Months Ended |
Jun. 30, 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) | 6 Months Ended |
Jun. 30, 2016USD ($) | |
Line of Credit Facility [Line Items] | |
Line of credit facility, maximum borrowing capacity | $ 1,825,000,000 |
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 |
Commitments and Contingencies64
Commitments and Contingencies Commitments and Contingencies (Operating Lease Commitments) (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Capital Leased Assets [Line Items] | ||||
Operating leases, rent expense | $ 2.8 | $ 1.5 | $ 4.2 | $ 2.5 |
Pinnacle Entertainment, Inc. | ||||
Capital Leased Assets [Line Items] | ||||
Lessor leasing arrangements, term of contract including all reasonably assured renewal periods | 35 years |
Commitments and Contingencies65
Commitments and Contingencies Commitments and Contingencies (Future Minimum Lease Payments) (Details) $ in Thousands | Jun. 30, 2016USD ($) |
Operating Leases, Future Minimum Payments Due, Fiscal Year Maturity [Abstract] | |
2,016 | $ 4,354 |
2,017 | 8,653 |
2,018 | 8,632 |
2,019 | 8,181 |
2,020 | 7,543 |
Thereafter | 490,485 |
Total Operating Leases, Future Minimum Payments Due | $ 527,848 |
Stockholders' Equity (Common St
Stockholders' Equity (Common Stock) (Details) - USD ($) $ / shares in Units, $ in Millions | Apr. 28, 2016 | Apr. 06, 2016 | Jun. 30, 2016 |
Class of Stock [Line Items] | |||
Proceeds from new issuance of common stock | $ 825.2 | ||
Pinnacle Entertainment, Inc. | |||
Class of Stock [Line Items] | |||
New issuances of common stock, shares, acquisitions | 56,000,000 | ||
Common Stock | |||
Class of Stock [Line Items] | |||
Issuance of new common stock (in shares) | 28,750,000 | 84,752,168 | |
Public offering price per share (in dollars per share) | $ 30 | ||
Common Stock | Over-Allotment Option | |||
Class of Stock [Line Items] | |||
Issuance of new common stock (in shares) | 3,750,000 |
Stockholders' Equity (Dividends
Stockholders' Equity (Dividends) (Details) - USD ($) $ / shares in Units, $ in Thousands | Jun. 17, 2016 | Apr. 25, 2016 | Mar. 25, 2016 | Jan. 29, 2016 | Jun. 26, 2015 | May 01, 2015 | Mar. 27, 2015 | Feb. 03, 2015 | Jun. 30, 2016 | Mar. 31, 2016 | Jun. 30, 2015 | Mar. 31, 2015 | Jun. 30, 2016 | Jun. 30, 2015 |
Equity [Abstract] | ||||||||||||||
Dividends payable, date declared | Apr. 25, 2016 | Jan. 29, 2016 | May 1, 2015 | Feb. 3, 2015 | ||||||||||
Dividends payable, date of record | Jun. 2, 2016 | Feb. 22, 2016 | Jun. 11, 2015 | Mar. 10, 2015 | ||||||||||
Dividends declared per common share (in dollars per share) | $ 0.56 | $ 0.56 | $ 0.545 | $ 0.545 | ||||||||||
Dividends paid per common share (in dollars per share) | $ 0.56 | $ 0.56 | $ 0.55 | $ 0.55 | $ 1.12 | $ 1.09 | ||||||||
Dividends payable, date to be paid | Jun. 17, 2016 | Mar. 25, 2016 | Jun. 26, 2015 | Mar. 27, 2015 | ||||||||||
Payments of dividends, common stock | $ 113,212 | $ 65,345 | $ 62,348 | $ 62,072 | ||||||||||
Dividends, share-based compensation | $ 300 | $ 500 | $ 600 | $ 1,100 |
Segment Information (Details)
Segment Information (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2016USD ($) | Jun. 30, 2015USD ($) | Jun. 30, 2016USD ($)segment | Jun. 30, 2015USD ($) | Dec. 31, 2015USD ($) | ||
Segment information | ||||||
Number of reportable segments | segment | 2 | |||||
Net revenues | $ 207,361 | $ 149,867 | $ 356,181 | $ 298,572 | ||
Income from operations | 120,817 | 62,871 | 188,454 | 127,671 | ||
Interest, net | 45,282 | 29,000 | 78,166 | 57,967 | ||
Income before income taxes | 75,535 | 33,871 | 110,288 | 69,704 | ||
Income tax expense | 2,271 | 1,882 | 4,275 | 4,584 | ||
Net income | 73,264 | 31,989 | 106,013 | 65,120 | ||
Depreciation | 27,019 | 27,617 | 54,102 | 55,028 | ||
Capital project expenditures, net of reimbursements | 4 | 5,110 | 269 | 10,750 | ||
Capital maintenance expenditures | 835 | 775 | 1,197 | 1,726 | ||
Total assets | 7,149,062 | 7,149,062 | $ 2,448,155 | |||
Eliminations | ||||||
Segment information | ||||||
Net revenues | 0 | 0 | 0 | 0 | ||
Income from operations | 0 | 0 | 0 | 0 | ||
Interest, net | [1] | (2,602) | (2,602) | (5,203) | (5,203) | |
Income before income taxes | 0 | 0 | 0 | 0 | ||
Income tax expense | 0 | 0 | 0 | 0 | ||
Net income | 0 | 0 | 0 | 0 | ||
Depreciation | 0 | 0 | 0 | 0 | ||
Capital project expenditures, net of reimbursements | 0 | 0 | 0 | 0 | ||
Capital maintenance expenditures | 0 | 0 | 0 | 0 | ||
Total assets | 0 | 0 | 0 | |||
GLP Capital | ||||||
Segment information | ||||||
Net revenues | 170,405 | 111,238 | 282,447 | 222,136 | ||
Income from operations | 113,546 | 56,313 | 174,316 | 113,913 | ||
Interest, net | 45,284 | 29,001 | 78,168 | 57,969 | ||
Income before income taxes | 70,864 | 29,914 | 101,351 | 61,147 | ||
Income tax expense | 210 | 186 | 596 | 996 | ||
Net income | 70,654 | 29,728 | 100,755 | 60,151 | ||
Depreciation | 24,197 | 24,393 | 48,409 | 48,786 | ||
Capital project expenditures, net of reimbursements | 4 | 4,244 | 168 | 4,853 | ||
Capital maintenance expenditures | 0 | 0 | 0 | 0 | ||
Total assets | 6,940,323 | 6,940,323 | 2,223,373 | |||
TRS Properties | ||||||
Segment information | ||||||
Net revenues | 36,956 | 38,629 | 73,734 | 76,436 | ||
Income from operations | 7,271 | 6,558 | 14,138 | 13,758 | ||
Interest, net | 2,600 | 2,601 | 5,201 | 5,201 | ||
Income before income taxes | 4,671 | 3,957 | 8,937 | 8,557 | ||
Income tax expense | 2,061 | 1,696 | 3,679 | 3,588 | ||
Net income | 2,610 | 2,261 | 5,258 | 4,969 | ||
Depreciation | 2,822 | 3,224 | 5,693 | 6,242 | ||
Capital project expenditures, net of reimbursements | 0 | 866 | 101 | 5,897 | ||
Capital maintenance expenditures | 835 | $ 775 | 1,197 | $ 1,726 | ||
Total assets | $ 208,739 | $ 208,739 | $ 224,782 | |||
[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 C69
Supplemental Disclosures of Cash Flow Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Supplemental Cash Flow Elements [Abstract] | ||||
Cash paid for income taxes, net of refunds received | $ 2,796 | $ 4,425 | $ 3,030 | $ 4,425 |
Cash paid for interest | $ 55,732 | $ 52,451 | $ 58,301 | $ 55,066 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Wyomissing Professional Center Inc | Chief Executive Officer | ||||
Related Party Transaction [Line Items] | ||||
Amounts of transaction | $ 189,000 | $ 228,000 | ||
CB Consulting Group LLC | Chairman of the Board and Chief Executive Officer's Son | ||||
Related Party Transaction [Line Items] | ||||
Amounts of transaction | $ 101,000 | $ 101,000 | ||
Percentage of construction cost paid to Construction Manager for management services | 3.00% | |||
Wyomissing Professional Center Owners' Association | Chief Executive Officer | ||||
Related Party Transaction [Line Items] | ||||
Amounts of transaction | $ 8,300 | $ 13,800 |
Supplementary Condensed Conso71
Supplementary Condensed Consolidating Financial Information of Parent Guarantor and Subsidiary Issuers (Balance Sheet) (Details) - USD ($) $ / shares in Units, $ in Thousands | 6 Months Ended | |||
Jun. 30, 2016 | Dec. 31, 2015 | Jun. 30, 2015 | Dec. 31, 2014 | |
Assets | ||||
Real estate investments, net | $ 3,465,251 | $ 2,090,059 | ||
Land rights, net | 595,380 | 0 | ||
Property and equipment, used in operations, net | 124,246 | 129,747 | ||
Investment in direct financing lease, net | 2,746,720 | 0 | ||
Cash and cash equivalents | 23,739 | 41,875 | $ 31,059 | $ 35,973 |
Prepaid expenses | 6,185 | 7,908 | ||
Other current assets | 70,502 | 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 $5,937 at June 30, 2016 and December 31, 2015, respectively | 0 | 3,563 | ||
Loan receivable | 27,275 | 29,350 | ||
Intercompany loan receivable | 0 | 0 | ||
Intercompany transactions and investment in subsidiaries | 0 | 0 | ||
Deferred tax assets, non-current | 3,293 | 2,447 | ||
Other assets | 1,373 | 387 | ||
Total assets | 7,149,062 | 2,448,155 | ||
Liabilities | ||||
Accounts payable | 244 | 406 | ||
Accrued expenses | 6,512 | 9,580 | ||
Accrued interest | 29,975 | 17,623 | ||
Accrued salaries and wages | 12,740 | 13,719 | ||
Gaming, property, and other taxes | 31,337 | 24,702 | ||
Income taxes | 0 | 0 | ||
Current maturities of long-term debt | 105 | 102 | ||
Other current liabilities | 32,992 | 17,687 | ||
Long-term debt, net of current maturities and unamortized debt issuance costs | 4,513,347 | 2,510,239 | ||
Intercompany loan payable | 0 | 0 | ||
Deferred rental revenue | 135,291 | 107,379 | ||
Deferred tax liabilities, non-current | 347 | 232 | ||
Total liabilities | 4,762,890 | 2,701,669 | ||
Shareholders’ equity (deficit) | ||||
Preferred stock ($.01 par value, 50,000,000 shares authorized, no shares issued or outstanding at June 30, 2016 and December 31, 2015) | 0 | 0 | ||
Common stock ($.01 par value, 500,000,000 shares authorized, 203,412,809 and 115,594,321 shares issued at June 30, 2016 and December 31, 2015, respectively) | 2,034 | 1,156 | ||
Additional paid-in capital | 3,647,137 | 935,220 | ||
Retained deficit | (1,262,999) | (1,189,890) | ||
Total shareholders’ equity (deficit) | 2,386,172 | (253,514) | ||
Total liabilities and shareholders’ equity (deficit) | 7,149,062 | 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 | 203,412,809 | 115,594,321 | ||
Consolidation, Eliminations | ||||
Assets | ||||
Real estate investments, net | $ 0 | $ 0 | ||
Land rights, net | 0 | |||
Property and equipment, used in operations, net | 0 | 0 | ||
Investment in direct financing lease, net | 0 | |||
Cash and cash equivalents | 0 | 0 | 0 | 0 |
Prepaid expenses | 390 | 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 $5,937 at June 30, 2016 and December 31, 2015, respectively | 0 | 0 | ||
Loan receivable | 0 | 0 | ||
Intercompany loan receivable | (193,595) | (193,595) | ||
Intercompany transactions and investment in subsidiaries | (9,898,793) | 108,820 | ||
Deferred tax assets, non-current | 0 | (107) | ||
Other assets | 0 | 0 | ||
Total assets | (10,091,998) | (81,960) | ||
Liabilities | ||||
Accounts payable | 0 | 0 | ||
Accrued expenses | 0 | 0 | ||
Accrued interest | 0 | 0 | ||
Accrued salaries and wages | 0 | 0 | ||
Gaming, property, and other taxes | 0 | 0 | ||
Income taxes | 390 | 2,922 | ||
Current maturities of long-term debt | 0 | 0 | ||
Other current liabilities | 0 | 0 | ||
Long-term debt, net of current maturities and unamortized debt issuance costs | 0 | 0 | ||
Intercompany loan payable | (193,595) | (193,595) | ||
Deferred rental revenue | 0 | 0 | ||
Deferred tax liabilities, non-current | 0 | (107) | ||
Total liabilities | (193,205) | (190,780) | ||
Shareholders’ equity (deficit) | ||||
Preferred stock ($.01 par value, 50,000,000 shares authorized, no shares issued or outstanding at June 30, 2016 and December 31, 2015) | 0 | 0 | ||
Common stock ($.01 par value, 500,000,000 shares authorized, 203,412,809 and 115,594,321 shares issued at June 30, 2016 and December 31, 2015, respectively) | (4,068) | (2,312) | ||
Additional paid-in capital | (12,225,826) | (2,023,279) | ||
Retained deficit | 2,331,101 | 2,134,411 | ||
Total shareholders’ equity (deficit) | (9,898,793) | 108,820 | ||
Total liabilities and shareholders’ equity (deficit) | $ (10,091,998) | (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 | ||
Land rights, net | 0 | |||
Property and equipment, used in operations, net | 0 | 0 | ||
Investment in direct financing lease, net | 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 $5,937 at June 30, 2016 and December 31, 2015, respectively | 0 | 0 | ||
Loan receivable | 0 | 0 | ||
Intercompany loan receivable | 0 | 0 | ||
Intercompany transactions and investment in subsidiaries | 2,386,173 | (253,514) | ||
Deferred tax assets, non-current | 0 | |||
Other assets | 0 | 0 | ||
Total assets | 2,386,173 | (253,514) | ||
Liabilities | ||||
Accounts payable | 0 | 0 | ||
Accrued expenses | 0 | 0 | ||
Accrued interest | 0 | 0 | ||
Accrued salaries and wages | 0 | 0 | ||
Gaming, property, and other taxes | 0 | 0 | ||
Income taxes | 0 | 0 | ||
Current maturities of long-term debt | 0 | 0 | ||
Other current liabilities | 0 | 0 | ||
Long-term debt, net of current maturities and unamortized debt issuance costs | 0 | 0 | ||
Intercompany loan payable | 0 | 0 | ||
Deferred rental revenue | 0 | 0 | ||
Deferred tax liabilities, non-current | 0 | 0 | ||
Total liabilities | 0 | 0 | ||
Shareholders’ equity (deficit) | ||||
Preferred stock ($.01 par value, 50,000,000 shares authorized, no shares issued or outstanding at June 30, 2016 and December 31, 2015) | 0 | 0 | ||
Common stock ($.01 par value, 500,000,000 shares authorized, 203,412,809 and 115,594,321 shares issued at June 30, 2016 and December 31, 2015, respectively) | 2,034 | 1,156 | ||
Additional paid-in capital | 3,647,137 | 935,220 | ||
Retained deficit | (1,262,998) | (1,189,890) | ||
Total shareholders’ equity (deficit) | 2,386,173 | (253,514) | ||
Total liabilities and shareholders’ equity (deficit) | $ 2,386,173 | $ (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 | 203,412,809 | 115,594,321 | ||
Subsidiary Issuers | ||||
Assets | ||||
Real estate investments, net | $ 1,909,458 | $ 1,955,290 | ||
Land rights, net | 0 | |||
Property and equipment, used in operations, net | 23,608 | 24,494 | ||
Investment in direct financing lease, net | 0 | |||
Cash and cash equivalents | 4,840 | 8,716 | 3,722 | 4,450 |
Prepaid expenses | 4,380 | 3,768 | ||
Other current assets | 60,050 | 54,838 | ||
Goodwill | 0 | 0 | ||
Other intangible assets | 0 | 0 | ||
Debt issuance costs, net of accumulated amortization of $9,500 and $5,937 at June 30, 2016 and December 31, 2015, respectively | 0 | 3,563 | ||
Loan receivable | 0 | 0 | ||
Intercompany loan receivable | 193,595 | 193,595 | ||
Intercompany transactions and investment in subsidiaries | 4,919,007 | 191,112 | ||
Deferred tax assets, non-current | 0 | 0 | ||
Other assets | 256 | 256 | ||
Total assets | 7,115,194 | 2,435,632 | ||
Liabilities | ||||
Accounts payable | 104 | 127 | ||
Accrued expenses | 1,189 | 4,737 | ||
Accrued interest | 29,975 | 17,623 | ||
Accrued salaries and wages | 10,770 | 10,728 | ||
Gaming, property, and other taxes | 21,236 | 21,949 | ||
Income taxes | 1 | (41) | ||
Current maturities of long-term debt | 105 | 102 | ||
Other current liabilities | 17,002 | 16,303 | ||
Long-term debt, net of current maturities and unamortized debt issuance costs | 4,513,347 | 2,510,239 | ||
Intercompany loan payable | 0 | 0 | ||
Deferred rental revenue | 135,291 | 107,379 | ||
Deferred tax liabilities, non-current | 0 | 0 | ||
Total liabilities | 4,729,020 | 2,689,146 | ||
Shareholders’ equity (deficit) | ||||
Preferred stock ($.01 par value, 50,000,000 shares authorized, no shares issued or outstanding at June 30, 2016 and December 31, 2015) | 0 | 0 | ||
Common stock ($.01 par value, 500,000,000 shares authorized, 203,412,809 and 115,594,321 shares issued at June 30, 2016 and December 31, 2015, respectively) | 2,034 | 1,156 | ||
Additional paid-in capital | 3,647,139 | 935,221 | ||
Retained deficit | (1,262,999) | (1,189,891) | ||
Total shareholders’ equity (deficit) | 2,386,174 | (253,514) | ||
Total liabilities and shareholders’ equity (deficit) | 7,115,194 | 2,435,632 | ||
Debt issuance costs, accumulated amortization | 9,500 | 5,937 | ||
Non-Guarantor Subsidiaries [Member] | ||||
Assets | ||||
Real estate investments, net | 1,555,793 | 134,769 | ||
Land rights, net | 595,380 | |||
Property and equipment, used in operations, net | 100,638 | 105,253 | ||
Investment in direct financing lease, net | 2,746,720 | |||
Cash and cash equivalents | 18,899 | 33,159 | $ 27,337 | $ 28,880 |
Prepaid expenses | 1,415 | 1,218 | ||
Other current assets | 10,452 | 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 $5,937 at June 30, 2016 and December 31, 2015, respectively | 0 | 0 | ||
Loan receivable | 27,275 | 29,350 | ||
Intercompany loan receivable | 0 | 0 | ||
Intercompany transactions and investment in subsidiaries | 2,593,613 | (46,418) | ||
Deferred tax assets, non-current | 3,293 | 2,554 | ||
Other assets | 1,117 | 131 | ||
Total assets | 7,739,693 | 347,997 | ||
Liabilities | ||||
Accounts payable | 140 | 279 | ||
Accrued expenses | 5,323 | 4,843 | ||
Accrued interest | 0 | 0 | ||
Accrued salaries and wages | 1,970 | 2,991 | ||
Gaming, property, and other taxes | 10,101 | 2,753 | ||
Income taxes | (391) | (2,881) | ||
Current maturities of long-term debt | 0 | 0 | ||
Other current liabilities | 15,990 | 1,384 | ||
Long-term debt, net of current maturities and unamortized debt issuance costs | 0 | 0 | ||
Intercompany loan payable | 193,595 | 193,595 | ||
Deferred rental revenue | 0 | 0 | ||
Deferred tax liabilities, non-current | 347 | 339 | ||
Total liabilities | 227,075 | 203,303 | ||
Shareholders’ equity (deficit) | ||||
Preferred stock ($.01 par value, 50,000,000 shares authorized, no shares issued or outstanding at June 30, 2016 and December 31, 2015) | 0 | 0 | ||
Common stock ($.01 par value, 500,000,000 shares authorized, 203,412,809 and 115,594,321 shares issued at June 30, 2016 and December 31, 2015, respectively) | 2,034 | 1,156 | ||
Additional paid-in capital | 8,578,687 | 1,088,058 | ||
Retained deficit | (1,068,103) | (944,520) | ||
Total shareholders’ equity (deficit) | 7,512,618 | 144,694 | ||
Total liabilities and shareholders’ equity (deficit) | $ 7,739,693 | $ 347,997 |
Supplementary Condensed Conso72
Supplementary Condensed Consolidating Financial Information of Parent Guarantor and Subsidiary Issuers (Income Statement) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Revenues | ||||
Rental income | $ 142,101 | $ 98,295 | $ 242,316 | $ 195,843 |
Income from direct financing lease | 12,631 | 0 | 12,631 | 0 |
Real estate taxes paid by tenants | 15,673 | 12,943 | 27,500 | 26,293 |
Total rental revenue and income from direct financing lease | 170,405 | 111,238 | 282,447 | 222,136 |
Gaming | 35,539 | 37,131 | 70,922 | 73,510 |
Food, beverage and other | 2,832 | 2,855 | 5,608 | 5,670 |
Total revenues | 208,776 | 151,224 | 358,977 | 301,316 |
Less promotional allowances | (1,415) | (1,357) | (2,796) | (2,744) |
Net revenues | 207,361 | 149,867 | 356,181 | 298,572 |
Operating expenses | ||||
Gaming | 19,105 | 20,271 | 38,039 | 39,287 |
Food, beverage and other | 2,084 | 2,177 | 4,137 | 4,361 |
Real estate taxes | 16,075 | 13,209 | 28,282 | 26,964 |
General and administrative | 22,261 | 23,722 | 43,167 | 45,261 |
Depreciation | 27,019 | 27,617 | 54,102 | 55,028 |
Total operating expenses | 86,544 | 86,996 | 167,727 | 170,901 |
Income from operations | 120,817 | 62,871 | 188,454 | 127,671 |
Other income (expenses) | ||||
Interest expense | (45,936) | (29,585) | (79,337) | (59,147) |
Interest income | 654 | 585 | 1,171 | 1,180 |
Intercompany dividends and interest | 0 | 0 | 0 | 0 |
Total other expenses | (45,282) | (29,000) | (78,166) | (57,967) |
Income before income taxes | 75,535 | 33,871 | 110,288 | 69,704 |
Income tax expense | 2,271 | 1,882 | 4,275 | 4,584 |
Net income | 73,264 | 31,989 | 106,013 | 65,120 |
Eliminations | ||||
Revenues | ||||
Rental income | 0 | 0 | 0 | 0 |
Income from direct financing lease | 0 | 0 | 0 | 0 |
Real estate taxes paid by tenants | 0 | 0 | 0 | 0 |
Total rental revenue and income from direct financing lease | 0 | 0 | 0 | 0 |
Gaming | 0 | 0 | 0 | 0 |
Food, beverage and other | 0 | 0 | 0 | 0 |
Total revenues | 0 | 0 | 0 | 0 |
Less promotional allowances | 0 | 0 | 0 | 0 |
Net revenues | 0 | 0 | 0 | 0 |
Operating expenses | ||||
Gaming | 0 | 0 | 0 | 0 |
Food, beverage and other | 0 | 0 | 0 | 0 |
Real estate taxes | 0 | 0 | 0 | 0 |
General and administrative | 0 | 0 | 0 | 0 |
Depreciation | 0 | 0 | 0 | 0 |
Total operating expenses | 0 | 0 | 0 | 0 |
Income from operations | 0 | 0 | 0 | 0 |
Other income (expenses) | ||||
Interest expense | 0 | 0 | 0 | 0 |
Interest income | 0 | 0 | 0 | 0 |
Intercompany dividends and interest | (107,756) | (9,000) | (122,899) | (24,689) |
Total other expenses | (107,756) | (9,000) | (122,899) | (24,689) |
Income before income taxes | (107,756) | (9,000) | (122,899) | (24,689) |
Income tax expense | 0 | 0 | 0 | 0 |
Net income | (107,756) | (9,000) | (122,899) | (24,689) |
Parent Guarantor | ||||
Revenues | ||||
Rental income | 0 | 0 | 0 | 0 |
Income from direct financing lease | 0 | 0 | 0 | 0 |
Real estate taxes paid by tenants | 0 | 0 | 0 | 0 |
Total rental revenue and income from direct financing lease | 0 | 0 | 0 | 0 |
Gaming | 0 | 0 | 0 | 0 |
Food, beverage and other | 0 | 0 | 0 | 0 |
Total revenues | 0 | 0 | 0 | 0 |
Less promotional allowances | 0 | 0 | 0 | 0 |
Net revenues | 0 | 0 | 0 | 0 |
Operating expenses | ||||
Gaming | 0 | 0 | 0 | 0 |
Food, beverage and other | 0 | 0 | 0 | 0 |
Real estate taxes | 0 | 0 | 0 | 0 |
General and administrative | 0 | 0 | 0 | 0 |
Depreciation | 0 | 0 | 0 | 0 |
Total operating expenses | 0 | 0 | 0 | 0 |
Income from operations | 0 | 0 | 0 | 0 |
Other income (expenses) | ||||
Interest expense | 0 | 0 | 0 | 0 |
Interest income | 0 | 0 | 0 | 0 |
Intercompany dividends and interest | 0 | 0 | 0 | 0 |
Total other expenses | 0 | 0 | 0 | 0 |
Income before income taxes | 0 | 0 | 0 | 0 |
Income tax expense | 0 | 0 | 0 | 0 |
Net income | 0 | 0 | 0 | 0 |
Subsidiary Issuers | ||||
Revenues | ||||
Rental income | 96,066 | 94,795 | 192,738 | 188,843 |
Income from direct financing lease | 0 | 0 | 0 | 0 |
Real estate taxes paid by tenants | 8,581 | 12,482 | 19,896 | 25,309 |
Total rental revenue and income from direct financing lease | 104,647 | 107,277 | 212,634 | 214,152 |
Gaming | 0 | 0 | 0 | 0 |
Food, beverage and other | 0 | 0 | 0 | 0 |
Total revenues | 104,647 | 107,277 | 212,634 | 214,152 |
Less promotional allowances | 0 | 0 | 0 | 0 |
Net revenues | 104,647 | 107,277 | 212,634 | 214,152 |
Operating expenses | ||||
Gaming | 0 | 0 | 0 | 0 |
Food, beverage and other | 0 | 0 | 0 | 0 |
Real estate taxes | 8,607 | 12,482 | 19,927 | 25,309 |
General and administrative | 13,823 | 17,588 | 29,051 | 33,144 |
Depreciation | 23,436 | 23,632 | 46,887 | 47,264 |
Total operating expenses | 45,866 | 53,702 | 95,865 | 105,717 |
Income from operations | 58,781 | 53,575 | 116,769 | 108,435 |
Other income (expenses) | ||||
Interest expense | (45,936) | (29,585) | (79,337) | (59,147) |
Interest income | 169 | 1 | 169 | 11 |
Intercompany dividends and interest | 95,858 | 7,603 | 105,602 | 17,689 |
Total other expenses | 50,091 | (21,981) | 26,434 | (41,447) |
Income before income taxes | 108,872 | 31,594 | 143,203 | 66,988 |
Income tax expense | 210 | 186 | 596 | 996 |
Net income | 108,662 | 31,408 | 142,607 | 65,992 |
Non-Guarantor Subsidiaries [Member] | ||||
Revenues | ||||
Rental income | 46,035 | 3,500 | 49,578 | 7,000 |
Income from direct financing lease | 12,631 | 0 | 12,631 | 0 |
Real estate taxes paid by tenants | 7,092 | 461 | 7,604 | 984 |
Total rental revenue and income from direct financing lease | 65,758 | 3,961 | 69,813 | 7,984 |
Gaming | 35,539 | 37,131 | 70,922 | 73,510 |
Food, beverage and other | 2,832 | 2,855 | 5,608 | 5,670 |
Total revenues | 104,129 | 43,947 | 146,343 | 87,164 |
Less promotional allowances | (1,415) | (1,357) | (2,796) | (2,744) |
Net revenues | 102,714 | 42,590 | 143,547 | 84,420 |
Operating expenses | ||||
Gaming | 19,105 | 20,271 | 38,039 | 39,287 |
Food, beverage and other | 2,084 | 2,177 | 4,137 | 4,361 |
Real estate taxes | 7,468 | 727 | 8,355 | 1,655 |
General and administrative | 8,438 | 6,134 | 14,116 | 12,117 |
Depreciation | 3,583 | 3,985 | 7,215 | 7,764 |
Total operating expenses | 40,678 | 33,294 | 71,862 | 65,184 |
Income from operations | 62,036 | 9,296 | 71,685 | 19,236 |
Other income (expenses) | ||||
Interest expense | 0 | 0 | 0 | 0 |
Interest income | 485 | 584 | 1,002 | 1,169 |
Intercompany dividends and interest | 11,898 | 1,397 | 17,297 | 7,000 |
Total other expenses | 12,383 | 1,981 | 18,299 | 8,169 |
Income before income taxes | 74,419 | 11,277 | 89,984 | 27,405 |
Income tax expense | 2,061 | 1,696 | 3,679 | 3,588 |
Net income | $ 72,358 | $ 9,581 | $ 86,305 | $ 23,817 |
Supplementary Condensed Conso73
Supplementary Condensed Consolidating Financial Information of Parent Guarantor and Subsidiary Issuers (Cash Flow) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Operating activities | ||||
Net income | $ 73,264 | $ 31,989 | $ 106,013 | $ 65,120 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||||
Depreciation and amortization | 55,643 | 55,028 | ||
Amortization of debt issuance costs | 8,632 | 4,039 | ||
(Gains) losses on dispositions of property | (15) | 67 | ||
Deferred income taxes | (824) | (1,537) | ||
Stock-based compensation | 9,163 | 8,505 | ||
Straight-line rent adjustments | 27,912 | 27,912 | ||
(Increase), decrease | ||||
Prepaid expenses and other current assets | (4,205) | 3,390 | ||
Other assets | (726) | (4) | ||
Intercompany | 0 | 0 | ||
Increase, (decrease) | ||||
Accounts payable | (245) | (665) | ||
Accrued expenses | (3,638) | 3,767 | ||
Accrued interest | 12,352 | (14) | ||
Accrued salaries and wages | (979) | (3,441) | ||
Gaming, property and other taxes | 556 | (989) | ||
Income taxes | 0 | 229 | ||
Other current and non-current liabilities | 703 | 662 | ||
Net cash provided by operating activities | 210,342 | 162,069 | ||
Investing activities | ||||
Capital project expenditures, net of reimbursements | (4) | (5,110) | (269) | (10,750) |
Capital maintenance expenditures | (835) | (775) | (1,197) | (1,726) |
Proceeds from sale of property and equipment | 234 | 97 | ||
Principal payments on loan receivable | 2,075 | 1,075 | ||
Acquisition of real estate assets | (2,940,490) | 0 | ||
Collections of principal payments on investment in direct financing lease | 12,525 | 0 | ||
Other investing activities | 0 | (37) | ||
Net cash used in investing activities | (2,927,122) | (11,341) | ||
Financing activities | ||||
Dividends paid | (179,122) | (125,522) | ||
Proceeds from exercise of options | 54,527 | 12,928 | ||
Proceeds from issuance of common stock, net of issuance costs | 825,198 | 0 | ||
Proceeds from issuance of long-term debt | 2,337,000 | 0 | ||
Financing costs | (31,908) | 0 | ||
Repayments of long-term debt | (307,051) | (43,048) | ||
Intercompany financing | 0 | 0 | ||
Net cash provided by (used in) financing activities | 2,698,644 | (155,642) | ||
Net decrease in cash and cash equivalents | (18,136) | (4,914) | ||
Cash and cash equivalents at beginning of period | 41,875 | 35,973 | ||
Cash and cash equivalents at end of period | 23,739 | 31,059 | 23,739 | 31,059 |
Eliminations | ||||
Operating activities | ||||
Net income | (107,756) | (9,000) | (122,899) | (24,689) |
Adjustments to reconcile net income to net cash provided by operating activities: | ||||
Depreciation and amortization | 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 | 2,531 | 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 | (2,531) | 0 | ||
Other current and non-current liabilities | 0 | 0 | ||
Net cash provided by operating activities | (122,899) | (24,689) | ||
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 | ||
Acquisition of real estate assets | 0 | |||
Collections of principal payments on investment in direct financing lease | 0 | |||
Other investing activities | 0 | |||
Net cash used in investing activities | 0 | 0 | ||
Financing activities | ||||
Dividends paid | 0 | 0 | ||
Proceeds from exercise of options | 0 | 0 | ||
Proceeds from issuance of common stock, net of issuance costs | 0 | |||
Proceeds from issuance of long-term debt | 0 | |||
Financing costs | 0 | 0 | ||
Repayments of long-term debt | 0 | 0 | ||
Intercompany financing | 122,899 | 24,689 | ||
Net cash provided by (used in) financing activities | 122,899 | 24,689 | ||
Net decrease in cash and cash equivalents | 0 | 0 | ||
Cash and cash equivalents at beginning of period | 0 | 0 | ||
Cash and cash equivalents at end of period | 0 | 0 | 0 | 0 |
Parent Guarantor | ||||
Operating activities | ||||
Net income | 0 | 0 | 0 | 0 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||||
Depreciation and amortization | 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 | ||
Acquisition of real estate assets | 0 | |||
Collections of principal payments on investment in direct financing lease | 0 | |||
Other investing activities | 0 | |||
Net cash used in investing activities | 0 | 0 | ||
Financing activities | ||||
Dividends paid | (179,122) | (125,522) | ||
Proceeds from exercise of options | 54,527 | 12,928 | ||
Proceeds from issuance of common stock, net of issuance costs | 825,198 | |||
Proceeds from issuance of long-term debt | 0 | |||
Financing costs | 0 | 0 | ||
Repayments of long-term debt | 0 | 0 | ||
Intercompany financing | (700,603) | 109,951 | ||
Net cash provided by (used in) financing activities | 0 | (2,643) | ||
Net decrease 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 | 0 | 0 |
Subsidiary Issuers | ||||
Operating activities | ||||
Net income | 108,662 | 31,408 | 142,607 | 65,992 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||||
Depreciation and amortization | 46,887 | 47,264 | ||
Amortization of debt issuance costs | 8,632 | 4,039 | ||
(Gains) losses on dispositions of property | 0 | 46 | ||
Deferred income taxes | 0 | 0 | ||
Stock-based compensation | 9,163 | 8,505 | ||
Straight-line rent adjustments | 27,912 | 27,912 | ||
(Increase), decrease | ||||
Prepaid expenses and other current assets | (7,008) | 938 | ||
Other assets | 0 | (1) | ||
Intercompany | 14,224 | 2,244 | ||
Increase, (decrease) | ||||
Accounts payable | (106) | (694) | ||
Accrued expenses | (3,548) | 4,172 | ||
Accrued interest | 12,352 | (14) | ||
Accrued salaries and wages | 42 | (3,178) | ||
Gaming, property and other taxes | 471 | (973) | ||
Income taxes | 41 | 122 | ||
Other current and non-current liabilities | 702 | 749 | ||
Net cash provided by operating activities | 252,371 | 157,123 | ||
Investing activities | ||||
Capital project expenditures, net of reimbursements | (168) | (4,853) | ||
Capital maintenance expenditures | 0 | 0 | ||
Proceeds from sale of property and equipment | 0 | 91 | ||
Principal payments on loan receivable | 0 | 0 | ||
Acquisition of real estate assets | 0 | |||
Collections of principal payments on investment in direct financing lease | 0 | |||
Other investing activities | (37) | |||
Net cash used in investing activities | (168) | (4,799) | ||
Financing activities | ||||
Dividends paid | 0 | 0 | ||
Proceeds from exercise of options | 0 | 0 | ||
Proceeds from issuance of common stock, net of issuance costs | 0 | |||
Proceeds from issuance of long-term debt | 2,337,000 | |||
Financing costs | (31,908) | 0 | ||
Repayments of long-term debt | (307,051) | (43,048) | ||
Intercompany financing | (2,254,120) | (110,004) | ||
Net cash provided by (used in) financing activities | (256,079) | (153,052) | ||
Net decrease in cash and cash equivalents | (3,876) | (728) | ||
Cash and cash equivalents at beginning of period | 8,716 | 4,450 | ||
Cash and cash equivalents at end of period | 4,840 | 3,722 | 4,840 | 3,722 |
Non-Guarantor Subsidiaries [Member] | ||||
Operating activities | ||||
Net income | 72,358 | 9,581 | 86,305 | 23,817 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||||
Depreciation and amortization | 8,756 | 7,764 | ||
Amortization of debt issuance costs | 0 | 0 | ||
(Gains) losses on dispositions of property | (15) | 21 | ||
Deferred income taxes | (824) | (1,537) | ||
Stock-based compensation | 0 | 0 | ||
Straight-line rent adjustments | 0 | 0 | ||
(Increase), decrease | ||||
Prepaid expenses and other current assets | 272 | 2,452 | ||
Other assets | (726) | (3) | ||
Intercompany | (14,224) | (2,244) | ||
Increase, (decrease) | ||||
Accounts payable | (139) | 29 | ||
Accrued expenses | (90) | (405) | ||
Accrued interest | 0 | 0 | ||
Accrued salaries and wages | (1,021) | (263) | ||
Gaming, property and other taxes | 85 | (16) | ||
Income taxes | 2,490 | 107 | ||
Other current and non-current liabilities | 1 | (87) | ||
Net cash provided by operating activities | 80,870 | 29,635 | ||
Investing activities | ||||
Capital project expenditures, net of reimbursements | (101) | (5,897) | ||
Capital maintenance expenditures | (1,197) | (1,726) | ||
Proceeds from sale of property and equipment | 234 | 6 | ||
Principal payments on loan receivable | 2,075 | 1,075 | ||
Acquisition of real estate assets | (2,940,490) | |||
Collections of principal payments on investment in direct financing lease | 12,525 | |||
Other investing activities | 0 | |||
Net cash used in investing activities | (2,926,954) | (6,542) | ||
Financing activities | ||||
Dividends paid | 0 | 0 | ||
Proceeds from exercise of options | 0 | 0 | ||
Proceeds from issuance of common stock, net of issuance costs | ||||
Proceeds from issuance of long-term debt | 0 | |||
Financing costs | 0 | 0 | ||
Repayments of long-term debt | 0 | 0 | ||
Intercompany financing | 2,831,824 | (24,636) | ||
Net cash provided by (used in) financing activities | 2,831,824 | (24,636) | ||
Net decrease in cash and cash equivalents | (14,260) | (1,543) | ||
Cash and cash equivalents at beginning of period | 33,159 | 28,880 | ||
Cash and cash equivalents at end of period | $ 18,899 | $ 27,337 | $ 18,899 | $ 27,337 |
Subsequent Event (Details)
Subsequent Event (Details) - $ / shares | Aug. 03, 2016 | Apr. 25, 2016 | Jan. 29, 2016 | May 01, 2015 | Feb. 03, 2015 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Jun. 30, 2015 | Mar. 31, 2015 |
Subsequent Event [Line Items] | ||||||||||
Dividends payable, date declared | Apr. 25, 2016 | Jan. 29, 2016 | May 1, 2015 | Feb. 3, 2015 | ||||||
Dividends declared per common share (in dollars per share) | $ 0.56 | $ 0.56 | $ 0.545 | $ 0.545 | ||||||
Dividends payable, date to be paid | Jun. 17, 2016 | Mar. 25, 2016 | Jun. 26, 2015 | Mar. 27, 2015 | ||||||
Dividends payable, date of record | Jun. 2, 2016 | Feb. 22, 2016 | Jun. 11, 2015 | Mar. 10, 2015 | ||||||
Subsequent Event | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Dividends payable, date declared | Aug. 3, 2016 | |||||||||
Dividends declared per common share (in dollars per share) | $ 0.60 | |||||||||
Dividends payable, date to be paid | Sep. 23, 2016 | |||||||||
Dividends payable, date of record | Sep. 12, 2016 |