Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2017 | Nov. 07, 2017 | |
Document and Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Fiscal Period Focus | Q3 | |
Document Period End Date | Sep. 30, 2017 | |
Document Fiscal Year Focus | 2,017 | |
Entity Registrant Name | VICI Properties Inc. | |
Entity Central Index Key | 1,705,696 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Common Stock, Shares Outstanding (in shares) | 246,224,886 | |
Trading Symbol | VICI |
Combined Condensed Balance Shee
Combined Condensed Balance Sheets (Unaudited) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Current assets | ||
Property and equipment, net | $ 4,831,000 | $ 4,856,600 |
Total assets | 0 | 0 |
Current liabilities | ||
Commitments and contingencies (Note 8) | ||
Equity | ||
Common stock, $0.01 par value, 100,000,000 shares authorized and 1,000 shares issued and outstanding as of September 30, 2017 | 0 | |
Membership interest as of December 31, 2016 | 0 | |
Total equity | 0 | 0 |
Caesars Entertainment Outdoor | ||
Current assets | ||
Cash | 84 | 920 |
Receivables, net | 206 | 77 |
Inventories | 528 | 371 |
Prepayments | 85 | 276 |
Total current assets | 903 | 1,644 |
Property and equipment, net | 88,347 | 88,831 |
Total assets | 89,250 | 90,475 |
Current liabilities | ||
Accounts payable | 194 | 305 |
Accrued expense | 769 | 705 |
Current portion of long-term debt | 0 | 14 |
Total current liabilities | 963 | 1,024 |
Deferred income taxes | 5,043 | 5,043 |
Liabilities subject to compromise | 249 | 265 |
Total liabilities | 6,255 | 6,332 |
Commitments and contingencies (Note 8) | ||
Equity | ||
Net investment | 82,943 | 84,091 |
Retained earnings | 52 | 52 |
Total equity | 82,995 | 84,143 |
Total liabilities and equity | $ 89,250 | $ 90,475 |
Combined Condensed Balance She3
Combined Condensed Balance Sheets (Unaudited) - Parenthetical - $ / shares | Sep. 30, 2017 | Dec. 31, 2016 |
Statement of Financial Position [Abstract] | ||
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 100,000,000 | 100,000,000 |
Common stock, shares, issued (in shares) | 1,000 | 1,000 |
Common stock, shares, outstanding (in shares) | 1,000 | 1,000 |
Combined Statement of Investmen
Combined Statement of Investments of Real Estate Assets to be Contributed to VICI Properties, Inc. (Unaudited) - USD ($) $ in Millions | Sep. 30, 2017 | Dec. 31, 2016 |
Assets | ||
Property and equipment, net | $ 4,831 | $ 4,856.6 |
Total assets | $ 4,831 | $ 4,856.6 |
Combined Condensed Statement of
Combined Condensed Statement of Operations (Unaudited) - Caesars Entertainment Outdoor - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Revenues | ||||
Golf ($2,892, $2,279, $5,562 and $5,131 attributable to related parties) | $ 3,682 | $ 3,631 | $ 11,146 | $ 10,901 |
Food and beverage | 233 | 340 | 1,338 | 1,541 |
Retail and other | 187 | 312 | 1,343 | 1,520 |
Net revenues | 4,102 | 4,283 | 13,827 | 13,962 |
Direct | ||||
Golf | 1,461 | 1,484 | 5,088 | 5,294 |
Food and beverage | 235 | 363 | 1,119 | 1,359 |
Retail and other | 185 | 317 | 1,041 | 1,166 |
Property costs | 1,127 | 883 | 2,836 | 2,341 |
Depreciation | 801 | 776 | 2,402 | 2,227 |
Administrative and other | 293 | 459 | 1,341 | 1,569 |
Total operating expenses | 4,102 | 4,282 | 13,827 | 13,956 |
Income from operations | 0 | 1 | 0 | 6 |
Interest expense | 0 | (1) | 0 | (6) |
Income before taxes | 0 | 0 | 0 | 0 |
Income taxes | 0 | 0 | 0 | 0 |
Net income | $ 0 | $ 0 | $ 0 | $ 0 |
Combined Condensed Statement o6
Combined Condensed Statement of Operations (Unaudited) - Parenthetical - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Caesars Entertainment Outdoor | ||||
Golf revenue attributable to related parties | $ 0 | $ 2,279 | $ 0 | $ 5,131 |
Combined Condensed Statements o
Combined Condensed Statements of Equity (Unaudited) - USD ($) $ in Thousands | Total | Caesars Entertainment Outdoor | Caesars Entertainment OutdoorNet Investment | Caesars Entertainment OutdoorRetained Earnings |
Beginning balance at Dec. 31, 2015 | $ 85,375 | $ 85,323 | $ 52 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Net income | 0 | 0 | 0 | |
Transactions with parent, net | (1,070) | (1,070) | 0 | |
Ending balance at Sep. 30, 2016 | 84,305 | 84,253 | 52 | |
Beginning balance at Dec. 31, 2016 | $ 0 | 84,143 | 84,091 | 52 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Net income | 0 | 0 | 0 | |
Transactions with parent, net | (1,148) | (1,148) | 0 | |
Ending balance at Sep. 30, 2017 | $ 0 | $ 82,995 | $ 82,943 | $ 52 |
Combined Condensed Statements 8
Combined Condensed Statements of Cash Flows (Unaudited) - Caesars Entertainment Outdoor - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
Cash flows from operating activities | ||
Net income | $ 0 | $ 0 |
Adjustments to reconcile net income to cash flows provided by operating activities: | ||
Depreciation | 2,402 | 2,227 |
Provisions for bad debt | 11 | 31 |
Change in current assets and liabilities: | ||
Receivables | (141) | (26) |
Inventories | (157) | (9) |
Prepayments | 192 | (32) |
Accounts payable | (127) | 114 |
Accrued expenses | 64 | 81 |
Cash flows provided by operating activities | 2,244 | 2,386 |
Cash flows from investing activities | ||
Acquisitions of property and equipment, net of change in related payables | (1,918) | (793) |
Cash flows used in investing activities | (1,918) | (793) |
Cash flows from financing activities | ||
Repayments for capital leases | (14) | (38) |
Transactions with parent, net | (1,148) | (1,070) |
Cash flows used in financing activities | (1,162) | (1,108) |
Net increase in cash and cash equivalents | (836) | 485 |
Cash and cash equivalents, beginning of period | 920 | 351 |
Cash and cash equivalents, end of period | 84 | 836 |
Supplemental Cash Flow Information: | ||
Cash paid for interest | 0 | 6 |
Cash paid for income taxes | $ 0 | $ 0 |
Business Formation and Basis of
Business Formation and Basis of Presentation | 9 Months Ended |
Sep. 30, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Line Items] | |
Business Formation and Basis of Presentation | Business Formation and Basis of Presentation Business Formation On January 15, 2015 , CEOC and certain of its subsidiaries (the “Caesars Debtors”) voluntarily filed for relief under Chapter 11 of the United States Bankruptcy Code (the “Bankruptcy Code”) with the United States Bankruptcy Court for the Northern District of Illinois (the “Bankruptcy Court”). As a result of this filing, CEOC operated as a debtor-in-possession under the Bankruptcy Code. CEOC’s plan of reorganization (the “Plan”) was confirmed by the Bankruptcy Court on January 17, 2017 . VICI REIT was organized as a limited liability company and wholly owned subsidiary of CEOC in Delaware on July 5, 2016 and was subsequently converted to a corporation under the laws of the State of Maryland. On May 5, 2017, VICI REIT issued common stock to CEOC in conjunction with VICI REIT’s conversion to a corporation under the laws of the State of Maryland. As of September 30, 2017, VICI REIT had not conducted operations and had no assets or liabilities. On the Emergence Date , subsidiaries of CEOC transferred certain real estate assets (the “Properties”) and four golf course businesses (“ Caesars Entertainment Outdoor ”) to VICI REIT in exchange for 100% of VICI REIT’s common stock, series A convertible preferred stock (“Series A Preferred Stock”) and other consideration, including debt issued by certain subsidiaries of VICI REIT and the proceeds of mortgage backed debt issued by other subsidiaries of VICI REIT, for distribution to certain of CEOC’s creditors. Following the Emergence Date , VICI REIT is a stand-alone entity initially owned by certain former creditors of CEOC. VICI REIT is primarily engaged in the business of owning, acquiring and developing gaming, hospitality and entertainment destinations. A subsidiary of VICI REIT leases the Properties to New CEOC and certain of its subsidiaries under lease agreements (the “Master Leases”). VICI REIT conducts its real property business through an operating partnership and its golf course business through a taxable REIT subsidiary (“TRS”), Caesars Entertainment Outdoor . VICI REIT intends to make an election on its Federal income tax return for its taxable year ending December 31, 2017 to be treated as a real estate investment trust (“REIT”). The balance sheets should be read in conjunction with the Combined Statement of Investments of Real Estate Assets to be Contributed to VICI Properties Inc. and the combined financial statements of Caesars Entertainment Outdoor , which are included elsewhere within this Quarterly Report on Form 10-Q. Basis of Presentation The accompanying balance sheets are prepared in conformity with accounting principles generally accepted in the United States of America (“US GAAP”). Statements of operations, cash flows and equity are not presented as there has been no activity since the date of inception through September 30, 2017 . VICI REIT must distribute at least 90% of its taxable income to shareholders to maintain its intended qualification as a REIT. To the extent VICI REIT annually distributes less than 100% of its taxable income, it will be subject to income tax at regular corporate rates on any undistributed net taxable income. In addition, VICI REIT’s TRS will also be subject to income tax at regular corporate rates on any of its taxable income. Reportable Segments Our real property business and our golf course business will represent two reportable segments. The real property business segment will consist of leased real property and will represent the substantial majority of our business. The golf course business segment will consist of four golf courses, which each will be operating segments and will be aggregated into one reportable segment. Business Formation and Basis of Presentation Business Formation On January 15, 2015 , CEOC and certain of its subsidiaries (the “Caesars Debtors”) voluntarily filed for relief under Chapter 11 of the United States Bankruptcy Code (the “Bankruptcy Code”) with the United States Bankruptcy Court for the Northern District of Illinois (the “Bankruptcy Court”). As a result of this filing, CEOC operated as a debtor-in-possession under the Bankruptcy Code. CEOC’s plan of reorganization (the “Plan”) was confirmed by the Bankruptcy Court on January 17, 2017 . VICI Properties Inc. was organized as a limited liability company in Delaware on July 5, 2016 and was subsequently converted to a corporation under the laws of the State of Maryland. VICI REIT intends to elect to be treated as a “real estate investment trust” (“REIT”) for Federal income tax purposes. As of September 30, 2017, VICI REIT had not conducted operations and had no assets or liabilities. On the Emergence Date , CEOC emerged from bankruptcy and completed the restructuring as contemplated by the Plan in which subsidiaries of CEOC contributed certain real estate assets (the “Properties”) and the assets and operations comprising CEOC’s four golf course businesses (“Caesars Entertainment Outdoor”) to VICI REIT (the “Transactions”). VICI REIT is an owner, acquirer and developer of gaming, hospitality and entertainment destinations. The accompanying Combined Statement of Investments of Real Estate Assets reflects financial information as of September 30, 2017 relating to the owned real estate gaming and related facilities that were transferred from CEOC to VICI REIT on the Emergence Date . Basis of Presentation The accompanying Combined Statement of Investments of Real Estate Assets reflects the assets directly attributable to CEOC’s real estate holdings to be owned by VICI REIT, with the exception of Caesars Entertainment Outdoor. The Combined Statement of Investments of Real Estate Assets is combined on the basis of common control and is prepared in conformity with accounting principles generally accepted in the United States of America (“US GAAP”). Management believes the assumptions underlying the Combined Statement of Investments of Real Estate Assets are reasonable; however, the Combined Statement of Investments of Real Estate Assets may not necessarily reflect VICI REIT’s financial position in the future or what their financial position would have been had VICI REIT operated as a standalone company during the periods presented. The Properties Bally’s Atlantic City Harrah’s Reno Bluegrass Downs Harvey’s Lake Tahoe Caesars Atlantic City Horseshoe Bossier City Caesars Palace Las Vegas Horseshoe Council Bluffs Harrah’s Gulf Coast Horseshoe Hammond Harrah’s Council Bluffs Horseshoe Southern Indiana Harrah’s Joliet (1) Horseshoe Tunica Harrah’s Lake Tahoe Louisiana Downs Harrah’s Metropolis Tunica Roadhouse Harrah’s North Kansas City Other property (2) _____________ (1) Owned by Harrah’s Joliet LandCo LLC, a joint venture of which VICI PropCo is the 80% owner and the managing member. (2) Consists primarily of miscellaneous vacant land holdings. |
Caesars Entertainment Outdoor | |
Organization, Consolidation and Presentation of Financial Statements [Line Items] | |
Business Formation and Basis of Presentation | Business and Basis of Presentation Organization Prior to the Emergence Date, the Outdoor Business was a wholly-owned business of CEOC, and included the operations of the Cascata golf course in Boulder City, Nevada, the Rio Secco golf course in Henderson, Nevada, the Grand Bear golf course in Biloxi, Mississippi, and the Chariot Run golf course in Elizabeth, Indiana. Caesars Entertainment Golf, Inc., Rio Development Company, Inc., Grand Casinos of Biloxi, LLC, and Riverboat Casino, LLC, directly owned these golf courses, respectively, and were debtor-in-possession subsidiaries of CEOC. The golf courses generate revenue through fees charged for general golf course usage (including green fees, golf club rentals, and cart charges), annual or corporate memberships (at Rio Secco, Grand Bear and Chariot Run), a school of golf (at Rio Secco), and food, beverage, and merchandise sales. Bankruptcy On January 15, 2015 , CEOC and certain of its subsidiaries (the “Caesars Debtors”) voluntarily filed for relief under Chapter 11 of the United States Bankruptcy Code (the “Bankruptcy Code”) with the United States Bankruptcy Court for the Northern District of Illinois (the “Bankruptcy Court”). As a result of this filing, CEOC operated as a debtor-in-possession under the Bankruptcy Code. Because each of the four golf courses were owned by Caesars Debtor entities, the Outdoor Business was also considered a debtor-in-possession prior to the Emergence Date. CEOC’s plan of reorganization (the “Plan”) was confirmed by the Bankruptcy Court on January 17, 2017 . On the Emergence Date , subsidiaries of CEOC transferred the ownership of the Business to VICI REIT. Following emergence, VICI REIT is a separate entity initially owned by certain former creditors of CEOC. Basis of Presentation The accompanying Interim Financial Statements have been prepared under the rules and regulations of the Securities and Exchange Commission applicable of interim periods, and therefore, do not include all information and footnotes necessary for complete financial statements in conformity with accounting principles generally accepted in the United States (“US GAAP”). The results for the interim periods reflect all adjustments (consisting of normal recurring adjustments) that management considers necessary for a fair presentation of statement of financial position, results of operations, and cash flows. The results of operations for our interim periods are not necessarily indicative of the results of operations that may be achieved for the entire 2017 fiscal year. The Business’ Financial Statements were derived from the financial statements of CEOC, prepared on a “carve-out” basis, to present the financial position and results of operations of the Outdoor Business on a stand-alone basis. The legal entities that own the Grand Bear and the Chariot Run golf courses also include non-golf course operations that are excluded from these carve-out financial statements. The Financial Statements include allocations of certain revenue amounts and general corporate expenses among affiliated entities. Such allocated revenue and expenses may not reflect the results we would have incurred if we had operated as a stand-alone company nor are they necessarily indicative of our future results. Management believes the assumptions and methodologies used in the allocation of these revenues and expenses are reasonable. Each of the golf courses represents a separate operating segment and we aggregate all such operations into one reportable segment. The Business’ Financial Statements reflect the application of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 852, Reorganizations . This guidance requires that transactions and events directly associated with the reorganization be distinguished from the ongoing operations of the business. In addition, the guidance provides for changes in the accounting and presentation of liabilities. Golf Revenue Golf revenue from CEOC and Caesars’ affiliates includes reimbursement for below market-rate golf tee times and free play for certain casino guests. Included in golf revenue are market-rate fees received from public customers as well as discounted fees received from CEOC and Caesars-affiliated customers or associates. In addition, certain VIP casino guests play the golf courses for free. In these cases, the golf course receives amounts paid by CEOC and Caesars’ affiliates at an agreed upon rate for the free play provided to their VIP guests. The reimbursement for free play was approximately $150,000 and $91,000 for the three months ended September 30, 2017 and 2016 , respectively, and $603,000 and $458,000 for the nine months ended September 30, 2017 and 2016 , respectively. There are additional variable golf fees provided by CEOC and Caesars’ affiliates based on revenue shortfalls necessary to cover the cost of operating the courses at a high level appropriate for casino guests. The variable fee is dependent upon the number of rounds played, the types of rounds played (market-rate or discounted rate), and costs incurred to allow the golf course to continue to offer golf as an amenity to gaming customers of CEOC and Caesars’ affiliates. Variable golf fees included in golf revenue were approximately $2,695,000 and $2,076,000 for the three months ended September 30, 2017 and 2016 , respectively, and $4,570,000 and $4,068,000 for the nine months ended September 30, 2017 and 2016 , respectively. Subsequent Events On the Emergence Date , subsidiaries of VICI Golf LLC, a subsidiary of the VICI REIT, entered into a golf course use agreement (the “Golf Course Use Agreement”) with New CEOC and Caesars Enterprise Services, LLC (“CES”) (collectively, the “users”), whereby the users were granted certain priority rights and privileges with respect to access and use of certain golf course properties. Payments under the Golf Course Use Agreement are comprised of a $10.0 million annual membership fee, use fees and minimum rounds fees. The annual membership fee, use fees and minimum round fees are subject to an annual escalator beginning at the times provided under the Golf Course Use Agreement. The Business completed its subsequent events review through November 13, 2017 , the date on which the Financial Statements were available to be issued, and noted no further items requiring disclosure. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2017 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Estimates are required in order to prepare the financial statements in conformity with US GAAP. Significant estimates, judgments, and assumptions will be required in a number of areas, including, but not limited to: the application of fresh start reporting; the recognition of revenue from our leases; determining the useful lives of real estate properties; and evaluating the impairment of long-lived assets. The judgment on such estimates and underlying assumptions is based on our historical experience that we believe is reasonable under the circumstances. In many instances changes in the accounting estimates are likely to occur from period to period. Actual results may differ from the estimates. Revenue Recognition - Leases As a REIT, the majority of our revenues will be derived from rent received from our tenants under long-term triple-net leases. The accounting guidance under ASC 840—Leases (“ASC 840”) is complex and requires the use of judgment and assumptions by management to determine the proper accounting treatment of a lease. We will perform a lease classification upon lease inception, to determine if we account for the lease as a capital or operating lease. Under ASC 840, for leases of both building and land, if the fair value of the land is 25% or more of the total fair value of the leased property at lease inception we consider the land and building separately for lease classification. In these cases, if the building element of the lease meets the criteria to be classified as a capital lease, then we account for the building as a capital lease and the land separately as an operating lease. If the building element does not meet the criteria to be classified as a capital lease, then we account for the building and land as a single operating lease. To determine if the building portion of a lease triggers capital lease treatment we will conduct the four lease tests under ASC 840 as outlined below. If a lease meets any of the criteria below, it is accounted for as a capital lease. 1. Transfer of ownership. The lease transfers ownership of the property to the lessee by the end of the lease term. This criterion is met in situations in which the lease agreement provides for the transfer of title at or shortly after the end of the lease term. 2. Bargain purchase option. The lease contains a provision allowing the lessee, at its option to purchase the leased property for a price which is sufficiently lower than the expected fair value of the property at the date the option becomes exercisable. 3. Lease term. The lease term is equal to 75% or more of the estimated economic life of the leased property. However, if the beginning of the lease falls within the last 25% of the total estimated economic life of the leased property, including earlier years of use, this criterion shall not be used for purposes of classifying the lease. This test is conducted on a property by property basis. 4. Minimum lease payments. The present value of the minimum lease payments at the beginning of the lease term, excluding the portion of payments representing executory costs such as insurance, maintenance and taxes to be paid by the lessor, including any profit thereon, equals or exceeds 90% of the fair value of the leased property to the lessor at lease inception less any related investment tax credit retained by the lessor. If the beginning of the lease term falls within the last 25% of the total estimated economic life of the lease property, including earlier years of use, this criterion shall not be used for purposes of classifying the lease. The tests outlined above, as well as the resulting calculations, require subjective judgments, such as determining, at lease inception, the fair value of the assets, the residual value of the assets at the end of the lease term, the likelihood a tenant will exercise all renewal options (in order to determine the lease term), the estimated remaining economic life of the leased assets, the incremental borrowing rate of the lessee and the interest rate implicit in the lease. A change in estimate or judgment can result in a materially different financial statement presentation. The revenue recognition model is different under capital leases and operating leases. Under the operating lease model, as the lessor, at lease inception the land is recorded as Real Estate Investments Accounted for Using the Operating Method and we record rental income from operating leases on a straight-line basis over the lease term. The amount of annual minimum lease payments attributable to the land after deducting executory costs, including any profit thereon, is determined by applying our incremental borrowing rate to the value of the land. We record this lease income as Rental Income from Operating Leases. Under the direct financing lease model, as the lessor, at lease inception we record the lease receivable as Real Estate Investments Accounted for Using the Direct Financing Method. Under the direct financing lease method, we recognize fixed amounts due on an effective interest basis at a constant rate of return over the lease term. As a result, the cash payments accounted for under direct financing leases will not equal the earned income from direct financing leases as a portion of the cash rent we receive is recorded as Earned Income from Direct Financing Leases and a portion recorded as a reduction to the Real Estate Investments Accounted for using the Direct Financing Method. Concentrations of Credit Risk Following the Emergence Date , all of the real estate holdings of VICI REIT (other than Caesars Entertainment Outdoor ) are leased to New CEOC and certain of its subsidiaries, and substantially all of VICI REIT’s revenues are derived from the Master Leases, which represents a concentration of credit risk due to the single tenant nature of our leases. Management believes that the corporate lease guaranty by New CEOC’s parent, CEC, and the rent coverage ratio mitigate this risk. Management does not believe there are any other significant concentrations of credit risk. Real Estate Investments For real estate investments accounted for using the operating method, we will continually monitor events and circumstances that could indicate that the carrying amount of our real estate investments may not be recoverable or realized. When events or changes in circumstances indicate that a potential impairment has occurred or that the carrying value of a real estate investment may not be recoverable, we use an estimate of the undiscounted value of expected future operating cash flows to determine whether the real estate investment is impaired. If the undiscounted cash flows plus net proceeds expected from the disposition of the asset is less than the carrying value of the assets, we recognize an impairment charge equivalent to the amount required to reduce the carrying value of the asset to its estimated fair value. We group our real estate investments together by property, the lowest level for which identifiable cash flows are available, in evaluating impairment. In assessing the recoverability of the carrying value, we make assumptions regarding future cash flows and other factors. Factors considered in performing this assessment include current operating results, market and other applicable trends and residual values, as well as the effect of obsolescence, demand, competition and other factors. If these estimates or related assumptions change in the future, we may be required to record an impairment loss. For real estate investments accounted for using the direct financing method, our net investment in the direct financing lease is evaluated for impairment 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. Income Taxes—REIT Qualification We intend to elect to be taxed and qualify as a REIT for U.S. Federal income tax purposes commencing with our taxable year ending December 31, 2017, and we intend to continue to be organized and to operate in a manner that permits us to qualify as a REIT beyond that taxable year end. To qualify as a REIT, we must meet certain organizational and operational requirements, including a requirement to distribute at least 90% of our annual REIT taxable income to shareholders, determined without regard to the dividends paid deduction and excluding any net capital gains. As a REIT, we generally will not be subject to Federal income tax on income that we pay as distributions to our shareholders. If we fail to qualify as a REIT in any taxable year, we will be subject to U.S. Federal income tax, including any applicable alternative minimum tax, on our taxable income at regular corporate income tax rates, and distributions paid to our shareholders would not be deductible by us in computing taxable income. Any resulting corporate liability created if we fail to qualify as a REIT could be substantial and could materially and adversely affect our net income and net cash available for distribution to shareholders. Unless we were entitled to relief under certain Code provisions, we also would be disqualified from re-electing to be taxed as a REIT for the four taxable years following the year in which we failed to qualify to be taxed as a REIT. Summary of Significant Accounting Policies Estimates are required in order to prepare the financial statements in conformity with US GAAP. Significant estimates, judgments, and assumptions are required in a number of areas, including, but not limited to: the application of fresh start reporting; determining the useful lives of real estate properties; and evaluating the impairment of long-lived assets. The judgment on such estimates and underlying assumptions is based on our historical experience that we believe is reasonable under the circumstances. In many instances changes in the accounting estimates are likely to occur from period to period. Actual results may differ from the estimates. Concentrations of Credit Risk Following the Emergence Date, all of the real estate holdings of VICI REIT (other than those of Caesars Entertainment Outdoor) are leased to New CEOC and certain of its subsidiaries, and substantially all of VICI REIT’s revenues (other than those of Caesars Entertainment Outdoor) are derived from the underlying leases. Other than VICI REIT having a single tenant from which it derives substantially all of its revenue, management does not believe there are any other significant concentrations of credit risk Useful Lives of Real Estate Properties Additions to land and buildings are stated at cost. We capitalize the costs of improvements that extend the life of the asset. We expense maintenance and repair costs as incurred. Gains or losses on the dispositions of property and equipment are recognized in the period of disposal. Depreciation is calculated using the straight-line method over the shorter of the estimated useful life of the asset or the related lease as follows: Land improvements 12 years Buildings and improvements 5 to 40 years Long-Lived Assets We have significant capital invested in our long-lived assets, and judgments are made in determining their estimated useful lives and salvage values and if or when an asset (or asset group) has been impaired. The accuracy of these estimates affects the amount of depreciation and amortization expense recognized in our financial results and whether we have a gain or loss on the disposal of an asset. We assign lives to our assets based on our standard policy, which is established by management as representative of the useful life of each category of asset. We monitor events and circumstances that could indicate that the carrying amount of our real estate investments may not be recoverable or realized. When events or changes in circumstances indicate that a potential impairment has occurred or that the carrying value of a real estate investment may not be recoverable, we use an estimate of the undiscounted value of expected future operating cash flows to determine whether the real estate investment is impaired. If the undiscounted cash flows plus net proceeds expected from the disposition of the asset is less than the carrying value of the assets, we recognize an impairment charge equivalent to the amount required to reduce the carrying value of the asset to its estimated fair value. We group our real estate investments together by property, the lowest level for which identifiable cash flows are available, in evaluating impairment. In assessing the recoverability of the carrying value, we make assumptions regarding future cash flows and other factors. Factors considered in performing this assessment include current operating results, market and other applicable trends and residual values, as well as the effect of obsolescence, demand, competition and other factors. If these estimates or related assumptions change in the future, we may be required to record an impairment loss. Changes in these assumptions and estimates could have a material impact on the analysis and the Combined Statement of Investments of Real Estate Assets. |
Recently Issued Accounting Pron
Recently Issued Accounting Pronouncements | 9 Months Ended |
Sep. 30, 2017 | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements The Financial Accounting Standards Board (the “FASB”) issued the following authoritative guidance amending the FASB Accounting Standards Codification. Derivatives and Hedging - August 2017 : This revised accounting guidance expands hedge accounting by making additional hedge strategies eligible for hedge accounting and amending presentation and disclosure requirements. The intent of these revisions is to simplify application of hedge accounting and increase transparency of information about an entity’s risk management activities. The amended guidance is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Early adoption is permitted. The Company is currently assessing the impact this guidance will have on our financial statements. Compensation - Stock Compensation - May 2017 : Amendments in this update provide guidance regarding which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting. An entity should account for the effects of a modification unless all of the following are met: (i) the modification does not affect any of the inputs to the valuation technique that the entity uses to value the award; (ii) the vesting conditions of the modified award are the same as the vesting conditions of the original award; and (iii) the classification of the modified award as an equity instrument or a liability instrument is the same as before the original award was modified. Amendments in this update are effective for all periods, and interim periods within those annual periods, beginning after December 15, 2017. Early adoption is permitted. Application of amended guidance should be applied prospectively to an award modified on or after the adoption date. Business Combinations - January 2017: Updated amendment intending to clarify the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for acquisitions (or disposals) of assets or businesses. Amendments in this update provide a more robust framework to use in determining when a set of assets and activities is a business and to provide more consistency in applying the guidance, reduce the costs of application, and make the definition of a business more operable. Amendments should be applied on a prospective basis on or after the effective date. No disclosures are required at transition. The amendments are effective to annual periods beginning after December 15, 2017, including interim periods within those periods. Early adoption is allowed as follows: (1) transactions for which the acquisition date occurs before the issuance date or effective date of the amendments, only when the transaction has not been reported in financial statements that have been issued or made available for issuance and (2) transactions in which a subsidiary is deconsolidated or a group of assets is derecognized that occur before the issuance date or effective date of the amendments, only when the transaction has not been reported in financial statements that have been issued or made available for issuance. We are currently assessing the effect the adoption of this standard will have on our financial statements. Financial Instruments-Credit Losses - June 2016 (amended January 2017) : Amended guidance that replaces the incurred loss impairment methodology with a methodology that reflects expected credit losses and requires consideration of broader range of reasonable and supportable information to inform credit loss estimates. Amendments affect entities holding financial assets and net investment in leases that are not accounted for at fair value through net income. The amendments affect loans, debt securities, trade receivables, net investments in leases, off-balance-sheet credit exposures, reinsurance receivables and any other financial assets not excluded from the scope that have the contractual right to receive cash. Amendments are effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. Early adoption is permitted. We are currently assessing the effect the adoption of this standard will have on our financial statements. Leases - February 2016 (amended January 2017): The amended guidance requires most lease obligations to be recognized as a right-of-use asset with a corresponding liability on the balance sheet. The guidance also requires additional qualitative and quantitative disclosures to assess the amount, timing, and uncertainty of cash flows arising from leases. This guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. The guidance should be implemented for the earliest period presented using a modified retrospective approach, which includes optional practical expedients primarily focused on leases that commence before the effective date. The qualitative and quantitative effects of adoption are still being analyzed. We are in the process of evaluating the full impact the new guidance will have on our financial statements. Revenue from Contracts with Customers - May 2014 (amended January 2017) : The new guidance is intended to clarify the principles for recognizing revenue and to develop a common revenue standard for GAAP applicable to revenue transactions. Existing industry guidance will be eliminated. The FASB has recently issued several amendments to the standard, including clarification on accounting for and identifying performance obligations. This guidance is effective for annual reporting periods beginning after December 15, 2017, including interim periods within those reporting periods. The guidance should be applied using the full retrospective method or retrospectively with the cumulative effect initially applying the guidance recognized at the date of initial application. We anticipate adopting this standard effective January 1, 2018. We have performed a preliminary assessment and anticipate this standard will not have a material effect on our financial statements. We expect the most significant effect will be related to the accounting for the golf course revenue, which will be immaterial to the operations of VICI REIT. However, the quantitative effects of these changes are being analyzed. We are assessing the full effect the adoption of this standard will have on our financial statements. Income Taxes - October 2016 : Amended guidance that addresses intra-entity transfers of assets other than inventory, which requires the recognition of any related income tax consequences when such transfers occur. The amendments should be applied on a modified retrospective basis through a cumulative-effect adjustment directly to retained earnings as of the beginning of the period of adoption. Amendments are effective for fiscal years beginning after December 15, 2017, and interim reporting periods within those years. Early adoption is permitted. We are assessing the impact the adoption of this standard will have on our financial statements. Statement of Cash Flows - August 2016 : Amended guidance that addresses eight specific cash flow issues with the objective of reducing diversity in how certain cash receipts and cash payments are presented and classified in the statement of cash flows. The amendments should be applied retrospectively to each period presented. The amendments are effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. Early adoption is permitted. We are currently assessing the effect the adoption of this standard will have on our financial statements. |
Caesars Entertainment Outdoor | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements The Financial Accounting Standards Board (the “FASB”) issued the following authoritative guidance amending the FASB Accounting Standards Codification. Business Combinations - January 2017 : Updated amendments intend to clarify the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisition (or disposals) of assets or businesses. Amendments in this update provide a more robust framework to use in determining when a set of assets and activities is a business and to provide more consistency in applying the guidance, reduce the costs of application, and make the definition of a business more operable. The amendments are effective to annual periods beginning after December 15, 2017, including interim periods within those periods. Early adoption is allowed as follows: (1) Transactions for which acquisition date occurs before the issuance date or effective date of the amendments, only when the transaction has not been reported in financial statements that have been issued or made available for issuance and (2) transactions in which a subsidiary is deconsolidated or a group of assets is derecognized that occur before the issuance date or effective date of the amendments, only when the transaction has not been reported in financial statements that have been issued or made available for issuance. We are currently assessing the effect the adoption of this standard will have on our financial statements. Financial Instruments-Credit Losses - June 2016 (amended January 2017) : Amended guidance that replaces the incurred loss impairment methodology with a methodology that reflects expected credit losses and requires consideration of broader range of reasonable and supportable information to inform credit loss estimates. Amendments affect entities holding financial assets and net investment in leases that are not accounted for at fair value through net income. The amendments affect loans, debt securities, trade receivables, net investments in leases, off-balance-sheet credit exposures, reinsurance receivables and any other financial assets not excluded from the scope that have the contractual right to receive cash. Amendments are effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. Early adoption is permitted. We are currently assessing the effect the adoption of this standard will have on our financial statements. Leases - February 2016 (amended January 2017) : The amended guidance requires most lease obligations to be recognized as a right-of-use asset with a corresponding liability on the balance sheet. The guidance also requires additional qualitative and quantitative disclosures to assess the amount, timing, and uncertainty of cash flows arising from leases. This guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. The guidance should be implemented for the earliest period presented using a modified retrospective approach, which includes optional practical expedients primarily focused on leases that commence before the effective date. The qualitative and quantitative effects of adoption are still being analyzed. We are in the process of evaluating the full impact the new guidance will have on our financial statements. Revenue Recognition - May 2014 (amended January 2017) : This new guidance is intended to clarify the principles for recognizing revenue and to develop a common revenue standard for GAAP applicable to revenue transactions. Existing industry guidance will be eliminated. The FASB has recently issued several amendments to the standard, including clarification on accounting for and identifying performance obligations. This guidance is effective for annual reporting periods beginning after December 15, 2017, including interim periods within those reporting periods. The guidance should be applied using the full retrospective method or retrospectively with the cumulative effect initially applying the guidance recognized at the date of initial application. We anticipate adopting this standard effective January 1, 2018. We have performed a preliminary assessment and anticipate this standard will not have a material effect on our financial statements. Income Taxes - October 2016 : Amended guidance that addresses intra-entity transfers of assets other than inventory, which requires the recognition of any related income tax consequences when such transfers occur. The amendments should be applied on a modified retrospective basis through a cumulative-effect adjustment directly to retained earnings as of the beginning of the period of adoption. Amendments are effective for fiscal years beginning after December 15, 2017, and interim reporting periods within those years. Early adoption is permitted. We are assessing the effect the adoption of this standard will have on our financial statements. Statement of Cash Flows - August 2016 : Amended guidance addresses eight specific cash flow issues with the objective of reducing diversity in how certain cash receipts and cash payments are presented and classified in the statement of cash flows. The amendments should be applied retrospectively to each period presented. The amendments are effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. Early adoption is permitted. We are currently assessing the effect the adoption of this standard will have on our financial statements. |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2017 | |
Income Tax Contingency [Line Items] | |
Income Taxes | Income Taxes To qualify as a REIT, VICI REIT must meet certain organizational, income, asset, and distribution tests. Accordingly, VICI REIT will generally not be subject to corporate U.S. Federal or state income tax to the extent that it makes qualifying distributions to its shareholders and provided it satisfies on a continuing basis, through actual investment and operating results, the REIT requirements, including certain asset, income, distribution, and share ownership tests. VICI REIT intends to comply with these requirements and maintain REIT status. However, VICI REIT may still be subject to Federal excise tax, as well as certain state and local income and franchise taxes and VICI Golf LLC will be subject to Federal, state and local income taxes. |
Caesars Entertainment Outdoor | |
Income Tax Contingency [Line Items] | |
Income Taxes | Income Taxes Since Caesars Entertainment Outdoors does not have a formal tax sharing agreement in place with Caesars Entertainment for Federal income tax purposes, Caesars Entertainment pays all of Caesars Entertainment Outdoors’ Federal income taxes. As there was no pre-tax book income/loss recorded for the three and nine months ended September 30, 2017 and 2016 , no income tax benefit/expense was recorded for those respective periods. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Litigation In the ordinary course of business, from time to time, VICI REIT may be subject to legal claims and administrative proceedings, none of which are currently outstanding. |
Property
Property | 9 Months Ended |
Sep. 30, 2017 | |
Property, Plant and Equipment [Abstract] | |
Property | Property (In millions) September 30, 2017 December 31, 2016 Land and improvements $ 2,505.5 $ 2,492.6 Buildings and improvements 3,646.5 3,571.7 Total property 6,152.0 6,064.3 Less: accumulated depreciation (1,321.0 ) (1,207.7 ) Total property, net $ 4,831.0 $ 4,856.6 |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events Emergence Date Pursuant to the Plan, on the Emergence Date , the historical business of CEOC was separated by means of a spin-off transaction whereby the Caesars Debtors’ real property assets (subject to certain exceptions) and golf course operations were transferred to VICI REIT. New CEOC and certain of New CEOC’s subsidiaries lease the transferred real property assets pursuant to the Master Leases. CEC guarantees the payment obligations of the tenants under the Master Leases and an affiliate of CEC manages the operating activities of such properties. Management estimates that the properties transferred have a fair value range between $ 8.2 billion and $8.4 billion . Accounting Impact of Emergence Upon emergence, the Company will apply fresh start accounting to its consolidated financial statements. Our Annual Report on Form 10-K for the fiscal year ending ended December 31, 2017 will reflect the consummation of the Plan and the adoption of fresh start accounting. In the application of fresh start accounting, the Company allocates the enterprise value to the fair value of assets and liabilities in conformity with the guidance for the acquisition method of accounting for business combinations. The amount remaining after allocation of the enterprise value to the fair value of identified tangible and intangible assets and liabilities, if any, is reflected as goodwill and subject to periodic evaluation for impairment. In addition to fresh start accounting, the Company’s consolidated financial statements will reflect all effects of the transactions contemplated by the Plan. Accordingly, the Company’s consolidated balance sheet at December 31, 2017 will not be comparable to its balance sheet for periods prior to the adoption of fresh start accounting and prior to accounting for the effects of the Plan. At emergence, management estimates that Real Estate Investments accounted for using the direct financing method have a fair value between $7.0 billion and $7.1 billion ; Real Estate Investments accounted for using the operating method have a fair value between $1.1 billion and $1.2 billion ; and property and equipment transferred that is used in operations have a fair value between $50 million and $100 million . In accordance with the Plan, CEOC transferred $55.7 million of cash to the Company at emergence. In addition, at emergence, the Company entered into debt agreements totaling $4.917 billion , of which $250.0 million was exchanged for shares of VICI REIT’s common stock on November 6, 2017 (see “ The Mandatory Conversions ” below). Rentals under Direct Financing and Operating Leases On the Emergence Date, VICI REIT entered into three Master Leases with New CEOC and certain of its subsidiaries. They include a separate lease for Caesars Palace Las Vegas (“CPLV Lease Agreement”) which provides for a fixed annual base rent for each of the first seven years of the lease term of $165.0 million per year; a separate lease for the Harrah’s Joliet facilities (“Joliet Lease Agreement”) in which the Company’s portion of the base rent for the first seven years of the lease term is 80% of $39.625 million per year; and a lease for all other properties leased to New CEOC and certain of its subsidiaries (“Non-CPLV Lease Agreement”) which provides for a fixed annual base rent for each of the first seven years of the lease term of $433.3 million per year. The Master Leases provide for an initial term of 15 years commencing on the Emergence Date , with no purchase option. At the option of New CEOC, the Master Leases may be extended for up to four five -year renewal terms beyond the initial term, on substantially the same terms and conditions. In addition, each lease agreement contains a fixed annual rent escalator on the base rent equal to the greater of 2% or the increase in the Consumer Price Index commencing on the second year of the lease with respect to the CPLV Lease Agreement and on the sixth year of the lease with respect to the Joliet and Non-CPLV Lease Agreements. Future Minimum Rental Payments Due from Noncancelable Leases (1)(2) (In millions) Remaining 2017 $ 149.0 2018 630.6 2019 633.9 2020 637.2 2021 640.7 2022 and thereafter 24,948.3 Total $ 27,639.7 ____________________ (1) Amounts exclude any variable rental payments during the terms of the Master Leases (2) Amounts include renewal terms and minimum fixed annual rent escalator (minimum 2% annual increases described above) Golf Course Use Agreement On the Emergence Date, subsidiaries of VICI Golf LLC, a subsidiary of the Company, entered into a golf course use agreement (the “Golf Course Use Agreement”) with New CEOC and Caesars Enterprise Services, LLC (“CES”) (collectively, the “users”), whereby the users were granted certain priority rights and privileges with respect to access and use of certain golf course properties. Payments under the Golf Course Use Agreement are comprised of a $10.0 million annual membership fee, use fees and minimum rounds fees. The membership fee is subject to increase or decrease, as applicable, whenever rent under the Non-CPLV Lease Agreement is adjusted in accordance with the terms of the Non-CPLV Lease Agreement; and the adjusted membership fee will be calculated based on the proportionate increase or decrease, as applicable, in rent under the Non-CPLV Lease Agreement. The use fees and minimum round fees are subject to the Annual Escalator beginning at the times provided under the Golf Course Use Agreement. Common Stock and Preferred Stock Effective on the Emergence Date, the Company has authority to issue 750,000,000 shares of stock, consisting of 700,000,000 shares of Common Stock, $0.01 par value per share and 50,000,000 shares of Preferred Stock, $0.01 par value per share (“Preferred Stock”), of which 12,000,000 shares has been classified as Series A Convertible Preferred Stock, $0.01 par value per share (“Series A Preferred Stock”). On the Emergence Date , the Company issued 177,160,494 shares of common stock and 12,000,000 shares of Series A preferred stock with an aggregate liquidation preference of $300.0 million ( $25 per share) to CEOC and certain of its subsidiaries in exchange for the Properties and Caesars Entertainment Outdoor. CEOC distributed such shares to certain of its creditors and to certain backstop parties. Pursuant to the Plan and a Backstop Commitment Agreement dated September 12, 2017, the backstop purchasers agreed, or otherwise had the right, to purchase a specified number of the shares of the Series A preferred stock for cash, with the cash proceeds of such purchases being paid to certain creditors of CEOC. An aggregate of 6,002,907 shares of Series A preferred stock were purchased by the backstop purchasers on the Emergence Date (the “Backstop Shares”) at a price of $20.83 per share and an aggregate of 5,997,093 shares of Series A preferred stock were issued to certain creditors of CEOC as a portion of the recovery on account of their claims. The Mandatory Conversions On November 6, 2017, all of the Series A preferred stock automatically converted into 51,433,692 shares of the Company’s common stock (the “Mandatory Preferred Conversion”). No additional consideration was payable in connection with the Mandatory Preferred Conversion. In addition, on the Emergence Date, CPLV Mezz 3, a special-purpose parent entity of CPLV, issued a junior tranche of CPLV Mezzanine Debt in an amount of $250.0 million to institutional accredited investors, which debt automatically converted into an aggregate of 17,630,700 shares of the Company’s common stock on November 6, 2017 (the “Mandatory Mezzanine Conversion”). No additional consideration was payable in connection with the Mandatory Mezzanine Conversion. Indebtedness Following Emergence from Bankruptcy Final Book Value at Emergence Maturity Rate (Dollars in millions) Senior Secured First Lien Term Loans (“Term Loans”) 2022 Variable 1,638.4 First Priority Senior Secured Notes (“First Lien Notes”) 2022 Variable 311.7 Second Priority Senior Secured Notes (“Second Lien Notes”) 2023 8.00% 766.9 CPLV Debt (1) CPLV Market Debt 2022 4.36% 1,550.0 CPLV Mezzanine Debt (2) 2022 Various 650.0 Total Debt $ 4,917.0 ____________________ (1) Syndicated debt issued to third parties for cash. Proceeds were distributed to certain creditors of CEOC under the Plan. (2) Three tranches of mezzanine debt for $650.0 million were issued under the CPLV Mezzanine Loan Agreement. The $250.0 million junior tranche was automatically exchanged for Company stock on November 6, 2017. Senior Secured Credit Facilities On the Emergence Date, VICI PropCo and certain of its subsidiaries entered into a first lien credit agreement (the “Credit Agreement”) among VICI PropCo, as borrower, the lenders party thereto, and Wilmington Trust, National Association, as administrative agent, governing the senior secured credit facilities. The senior secured credit facilities provide for senior secured financing consisting of senior secured first lien term loans (“Term Loans”) distributed to certain of CEOC’s creditors pursuant to the terms of the Plan in an aggregate principal amount of $1,638.4 million which mature in 2022. The senior secured credit facilities have capacity to add incremental loans in an aggregate amount of: (a) $60.0 million plus (b) $1,450.0 million plus (c) additional amounts, subject to the borrower and its restricted subsidiaries not exceeding certain leverage ratios. VICI PropCo will pay interest quarterly on the Term Loans at a rate per annum, reset quarterly, equal to (i) with respect to any ABR borrowings, the sum of ABR (as defined in the Credit Agreement) and 2.50% and (ii) with respect to Eurocurrency borrowings, the sum of the Adjusted Eurocurrency Rate (as defined in the Credit agreement) and 3.50% . The senior secured credit facilities mature on October 15, 2022. VICI PropCo’s material, domestic wholly-owned subsidiaries, other than CPLV, certain CPLV-related entities and VICI FC Inc. are guarantors. The senior secured credit facilities are secured by a pledge of substantially all of the existing and future property and assets of VICI PropCo and the restricted subsidiary guarantors, including a pledge of the capital stock of the wholly-owned domestic subsidiaries held by VICI PropCo and the subsidiary guarantors and 65% of any capital stock of first-tier foreign subsidiaries held by VICI PropCo and the subsidiary guarantors, in each case subject to exceptions. Under the senior secured credit facilities, VICI PropCo is required to meet specified leverage ratios in order to take certain actions, such as incurring certain debt. In addition, the senior secured credit facilities contain customary representations and warranties, events of default and affirmative and negative covenants. The Term Loans are prepayable at VICI PropCo’s option, in whole or in part, at any time, and from time to time, at prices defined in the credit agreement, provided, however, that no “make-whole” or prepayment premium shall be payable in the event of any voluntary prepayment in cash of all Term Loans prior to the six-month anniversary of the issuance of such loans on the Emergence Date. First Lien Notes On the Emergence Date, VICI PropCo and its wholly-owned subsidiary, VICI FC Inc. (together, the “notes co-issuers”) entered into an indenture (the “First Lien Indenture”) with UMB Bank, National Association, as trustee, governing the $ 311.7 million in aggregate principal amount of First-Priority Senior Secured Floating Rate Notes due 2022 (the “First Lien Notes”) issued pursuant to the Plan. The First Lien Notes mature on October 15, 2022. The notes co-issuers will pay interest quarterly on the First Lien Notes at a rate per annum, reset quarterly, equal to the sum of LIBOR (as defined in the First Lien Indenture), with a floor of 1.00% , and 3.50% . The First Lien Notes are senior secured obligations and rank equally and ratably in right of payment with all existing and future senior obligations and senior to all future subordinated indebtedness. The First Lien Notes are guaranteed on a senior secured basis by the subsidiary guarantors that guarantee indebtedness under the senior secured credit facilities and are secured by a first-priority security interest, subject to permitted liens, in the collateral that also secures the senior secured credit facilities. Neither VICI REIT nor certain subsidiaries of VICI PropCo, including CPLV and its subsidiaries, are subject to the covenants of the indenture governing the First Lien Notes or are guarantors of the First Lien Notes. The First Lien Indenture contains customary events of default and affirmative and negative covenants. Generally, if an event of default occurs, the trustee or the holders of at least 30% in principal amount of the then outstanding First Lien Notes may declare the principal of and accrued but unpaid interest on all of the First Lien Notes to be due and payable immediately. The First Lien Notes are redeemable at VICI PropCo’s option, in whole or in part, at any time, or from time-to-time at prices defined in the indenture. No premium is payable upon redemption if all of the first lien notes are redeemed on or before April 15, 2018. In addition, prior to the first anniversary of such issuance, up to 35% of the original aggregate principal amount of the First Lien Notes may be redeemed at VICI PropCo’s option with the net cash proceeds of certain issuances of common or preferred equity by VICI PropCo or VICI REIT, at a price equal to 100% of the principal amount of the First Lien Notes redeemed plus a premium equal to the interest rate per annum on the First Lien Notes in effect on the date on which notice of redemption is given plus accrued and unpaid interest to the redemption date; provided, however, that at least 50% of the original aggregate principal amount of the First Lien Notes must remain outstanding after any such redemption. Second Lien Notes On the Emergence Date, VICI PropCo and its wholly-owned subsidiary, VICI FC Inc entered into an indenture (the “Second Lien Indenture”) among the notes co-issuers, the subsidiary guarantors party thereto from time to time, and UMB Bank, National Association, as trustee, governing the $ 766.9 million in aggregate principal amount of 8.00% Second-Priority Senior Secured Notes due 2023 (the “Second Lien Notes”) issued pursuant to the Plan. The Second Lien Notes mature on October 15, 2023. The notes co-issuers will pay interest semi-annually on the Second Lien Notes at a rate per annum of 8.00% . The Second Lien Notes are senior secured obligations and rank equally and ratably in right of payment with all existing and future senior obligations and senior to all future subordinated indebtedness. The Second Lien Notes are guaranteed on a senior secured basis by the subsidiary guarantors that guarantee indebtedness under the senior secured credit facilities and the First Lien Notes and secured by a second-priority security interest, subject to permitted liens, in the same collateral that secures the senior secured credit facilities and the First Lien Notes. Neither VICI REIT nor certain subsidiaries of VICI PropCo, including CPLV and its subsidiaries, are subject to the covenants of the indenture governing the Second Lien Notes or will be guarantors of the Second Lien Notes. The Second Lien Indenture contains customary events of default and affirmative and negative covenants. Generally, if an event of default occurs, the trustee or the holders of at least 30% in principal amount of the then outstanding Second Lien Notes may declare the principal of and accrued but unpaid interest on all of the Second Lien Notes to be due and payable immediately. The Second Lien Notes are redeemable at VICI PropCo’s option, in whole or in part, at any time, or from time-to-time, at the prices defined in the indenture. In addition, prior to the third anniversary of such issuance, up to 35% of the original aggregate principal amount of the Second Lien Notes may be redeemed at VICI PropCo’s option with the net cash proceeds of certain issuances of common or preferred equity by VICI PropCo or VICI REIT, at a price equal to 108% of the principal amount of the Second Lien Notes redeemed plus accrued and unpaid interest to the redemption date; provided, however, that at least 50% of the original aggregate principal amount of the Second Lien Notes must remain outstanding after any such redemption. CPLV Debt On the Emergence Date, CPLV and its special-purpose parent entities entered into loan documents governing $2,200.0 million of debt borrowed from third parties, including (i) $1,550.0 million of asset level real estate mortgage financing from various third-party financial institutions (the “CPLV CMBS Debt”), and (ii) three tranches of mezzanine debt in the aggregate principal amount of $650.0 million (the “CPLV Mezzanine Debt,” and together, the “CPLV Debt”). The proceeds of the CPLV Debt were distributed to certain of CEOC’s creditors pursuant to the terms of the Plan. CPLV CMBS Debt The $1,550.0 million of CPLV CMBS Debt is secured by all of the assets of CPLV, including, but not limited to, CPLV’s (1) fee interest (except as provided in (2)) in and to CPLV, (2) leasehold interest with respect to Octavius Tower, and (3) interest in the CPLV Lease Agreement and all related agreements, including the Master Lease Agreements. The CPLV CMBS Debt is a first priority lien, subject only to permitted encumbrances and an obligation to repay a specified sum with interest. The CPLV CMBS Debt was evidenced by certain promissory notes and secured by a deed of trust that created a mortgage lien on the fee and/or leasehold interest of CPLV. The CPLV CMBS Debt matures on October 10, 2022. Interest payments are due monthly on the CPLV CMBS Notes at a rate per annum of 4.36% . The loan documents governing the CPLV CMBS Debt contain covenants limiting CPLV’s ability to, among other things: (i) incur additional debt; (ii) enter into certain transactions with its affiliates; (iii) consolidate, merge, sell or otherwise dispose of its assets; and (iv) allow transfers of its direct or indirect equity interests. CPLV Mezzanine Debt On the Emergence Date, three direct and indirect special-purpose parent entities of CPLV issued $650.0 million of CPLV Mezzanine Debt, which was placed by various third-party financial institutions. The CPLV Mezzanine Debt was issued in three tranches: senior, intermediate and junior, in an aggregate amount of $200.0 million , $200.0 million and $250.0 million , respectively. The proceeds from such financing were distributed to certain CEOC creditors pursuant to the terms of the Plan. Each tranche of CPLV Mezzanine Debt was secured by each borrower’s equity interests in its direct wholly-owned subsidiary. The CPLV Mezzanine Debt is an obligation to repay the principal amount with interest, and is evidenced by one or more promissory notes and secured by, among other things, a pledge of equity interests or other similar security instrument that creates a lien on the equity interests held by the respective special purpose entity. The loan documents governing the CPLV Mezzanine Debt contain covenants limiting each issuer’s ability to, among other things: (i) incur additional debt; (ii) enter into certain transactions with its affiliates; (iii) consolidate, merge, sell or otherwise dispose of its assets; and (iv) allow transfers of its direct or indirect equity interests. Each of the three tranches has, or had, in the case of the junior tranche, a contractual maturity date of October 31, 2022. Interest payments are, or were, in the case of the junior tranche, due monthly on each tranche of the CPLV Mezzanine Debt at a rate per annum of 6.75% on the senior tranche, 7.45% on the intermediate tranche, and 8.07% on the junior tranche, respectively. The junior tranche of $250.0 million was automatically exchanged for 17,630,700 shares of the Company’s common stock on November 6, 2017. Subsequent Events As discussed in Note 1 , CEOC emerged from bankruptcy on October 6, 2017 and in connection with the restructuring, contributed to VICI REIT land and buildings with a book value of approximately $4.8 billion , net of accumulated depreciation. Management estimates that the properties transferred have a fair value range between $8.2 billion and $8.4 billion The Company completed its subsequent events review through November 13, 2017 , the date on which the Financial Statements were available to be issued, and noted no further items requiring disclosure. |
Property and Equipment
Property and Equipment | 9 Months Ended |
Sep. 30, 2017 | |
Property, Plant and Equipment [Line Items] | |
Property and Equipment | Property (In millions) September 30, 2017 December 31, 2016 Land and improvements $ 2,505.5 $ 2,492.6 Buildings and improvements 3,646.5 3,571.7 Total property 6,152.0 6,064.3 Less: accumulated depreciation (1,321.0 ) (1,207.7 ) Total property, net $ 4,831.0 $ 4,856.6 |
Caesars Entertainment Outdoor | |
Property, Plant and Equipment [Line Items] | |
Property and Equipment | Property and Equipment (In thousands) September 30, 2017 December 31, 2016 Land and non-depreciable land improvements $ 35,525 $ 35,525 Depreciable land improvements 40,183 40,174 Buildings and improvements 35,153 35,133 Furniture and equipment (including capital leases) 4,833 5,445 Construction in progress 1,826 — Total property and equipment 117,520 116,277 Less: accumulated depreciation (29,173 ) (27,446 ) Total property and equipment, net $ 88,347 $ 88,831 (In thousands) Three Months Ended September 30, Nine Months Ended September 30, (In thousands) 2017 2016 2017 2016 Depreciation expense (including capital lease amortization) $ 801 $ 776 $ 2,402 $ 2,227 |
Accrued Expenses
Accrued Expenses | 9 Months Ended |
Sep. 30, 2017 | |
Caesars Entertainment Outdoor | |
Accrued Expenses [Line Items] | |
Accrued Expenses | Accrued Expenses (In thousands) September 30, 2017 December 31, 2016 Accrued utilities $ 197 $ 87 Payroll and other compensation 158 228 Accrued real estate taxes and other taxes 158 130 Advance deposits 117 112 Accrued legal and professional fees 80 23 Deferred revenue 51 125 Other accruals 8 — Total accrued expenses $ 769 $ 705 |
Liabilities Subject to Compromi
Liabilities Subject to Compromise | 9 Months Ended |
Sep. 30, 2017 | |
Caesars Entertainment Outdoor | |
Reorganizations [Line Items] | |
Liabilities Subject to Compromise | Liabilities Subject to Compromise On March 25, 2015, the Bankruptcy Court entered an order establishing May 26, 2015 as the bar date for potential general creditors to file proofs of claims and established the required procedures with respect to filing such claims. A bar date is the deadline by which creditors must file a proof of claim against the Caesars Debtors for the claim to be allowed. In addition, a bar date of July 14, 2015 was established as a deadline for claims from governmental units. As of September 30, 2017 , the Business had received 55 proofs of claim, a portion of which assert, in part or in whole, unliquidated claims. These proofs of claims include 9 claims that were carved out of the legal entities that own the Business and that have additional claims, which do not correspond to the Business. In addition, the Business has been assigned by the court an additional 13 claims. In the aggregate, total asserted liquidated proofs of claim for approximately $122.2 million had been filed against or assigned to the Business. Based on reasonable current estimates, the Business expects to ask the Bankruptcy Court to disallow 19 claims representing approximately $116.3 million of such claims. These claims are classified by the Business as amended and replaced, duplicate, redundant or non-Caesars Debtor claims. As of September 30, 2017 and December 31, 2016 , liabilities subject to compromise was approximately $249,000 and $265,000 , respectively, and consisted of accounts payable-related liabilities. On October 6, 2017 , the Business settled claims included in liabilities subject to compromise for $125,000 recognizing a reorganization gain of $124,000 . In addition, approximately $5.1 million of claims are still disputed and unresolved and have been transferred to New CEOC for final resolution. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2017 | |
Caesars Entertainment Outdoor | |
Related Party Transaction [Line Items] | |
Related Party Transactions | Related Party Transactions We had transactions with CEOC resulting in net distributions of approximately $1,148,000 and $1,070,000 for the nine months ended September 30, 2017 and 2016 , respectively. The net distributions are the result of cash generated by the operations of the Business and proceeds from the sale of assets, partially offset by amounts contributed by CEOC to fund capital improvements and capital lease obligations. These transactions are included as transactions with parent, net in our Combined Statements of Equity. Related Party Fees and Expenses The following amounts are recorded with respect to the related-party transactions described in this section: (In thousands) Three Months Ended September 30, Nine Months Ended September 30, Transaction type Recorded as: 2017 2016 2017 2016 Insurance expense Administrative and other $ 12 $ 8 $ 37 $ 30 Allocation of indirect expenses from CEOC and Caesars’ affiliates (1) Administrative and other 36 58 210 235 Golf revenue from CEOC and Caesars’ affiliates (2) Golf revenue 2,844 2,168 5,173 4,527 Pass-through revenue with CEOC and Caesars’ affiliates (3) Golf revenue 48 111 389 604 Food and beverage revenue 12 14 107 56 Retail and other revenue 26 36 114 119 ______________ (1) The Statements of Operations include allocated overhead costs for certain functions historically performed by CEOC and Caesars’ affiliates, including allocations of direct and indirect operating and maintenance costs and expenses for procurement, logistics and general and administrative costs and expenses related to executive oversight, marketing, information technology, accounting, treasury, tax, and legal. These costs were allocated on the basis of either revenue or payroll expense. (2) See Business and Basis of Presentation - Golf Revenue (3) Primarily includes transactions where CEOC and Caesars affiliates’ customers charge their golf, food and beverage and retail purchases directly to their hotel bill. Amounts collected from the customer by the hotel are remitted to the golf course. Savings and Retirement Plans CEOC maintains a defined contribution savings and retirement plan that allows certain employees of the Business to make pre-tax and after-tax contributions. Under the plan, participating employees may elect to contribute up to 50% of their eligible earnings, subject to IRS rules and regulations, and are eligible to receive a company match of up to $600 . Participating employees become vested in matching contributions on a pro-rata basis over five years of credited service. Our contribution expense, included in direct operating expenses and administrative and other expense, was approximately $1,000 and $5,000 for the three months ended September 30, 2017 and 2016 , respectively, and $27,000 and $34,000 for the nine months ended September 30, 2017 and 2016 , respectively. |
Litigation, Contractual Commitm
Litigation, Contractual Commitments and Contingent Liabilities | 9 Months Ended |
Sep. 30, 2017 | |
Caesars Entertainment Outdoor | |
Loss Contingencies [Line Items] | |
Litigation, Contractual Commitments and Contingent Liabilities | Litigation, Contractual Commitments and Contingent Liabilities Litigation The Business and its operations may be subject to litigation involving employment matters, personal injuries, and other matters that arise in the normal course of business. We do not expect the outcome of such ordinary and routine litigation to have a material effect on our combined financial position, results of operations, or cash flows. Contingent Liabilities In January 2015, a majority of the Trustees of the National Retirement Fund (“NRF”), a multi-employer defined benefit pension plan, voted to expel CEC and certain of its affiliates from the plan. The NRF has advised CEC and Caesars Entertainment Resort Properties, LLC (“CERP”) that this expulsion triggered a withdrawal liability with a present value of approximately $360 million , payable in 80 quarterly payments of about $6 million . The NRF filed a similar claim against each Caesars Debtor in CEOC’s bankruptcy. Although the Business’ employees did not participate in this plan, because the entities that own the Business are a member of the Caesars Group (as defined below), such entities are jointly and severally liable with CEC and CEOC for any liability under the NRF’s claims. On March 13, 2017, CEOC, CEC, CERP, the Caesars employers that contribute to the NRF, and the NRF and certain of its related parties entered into a settlement agreement resolving all issues related to the disputes with the NRF. Under the terms of the settlement, CEC, or a person on CEC’s behalf, was required to pay a total of $45 million to the NRF on the Emergence Date . Under the Caesars Debtors’ Plan, the NRF is barred from asserting any claims against the Company and its subsidiaries to the extent such claims arose prior to the Emergence Date. Operating Lease Commitments The Business is liable under operating leases for land at the Cascata golf course, equipment and other miscellaneous assets, which expire at various dates through 2039. Total rental expense under these agreements included in direct golf operating expenses and property costs in our Statements of Operations were approximately $219,000 and $222,000 for the three months ended September 30, 2017 and 2016 , respectively, and $645,000 and $766,000 for the nine months ended September 30, 2017 and 2016 , respectively. The future minimum lease commitments relating to the base lease rent portion of noncancelable operating leases at September 30, 2017 are as follows: Operating Leases (In thousands) Remaining 2017 $ 211 2018 873 2019 891 2020 908 2021 926 2022 and thereafter 20,234 Total minimum rental commitments $ 24,043 Other Commitments The Business utilizes a third-party golf maintenance company for its Rio Secco and Cascata golf courses. The agreements are for five years and expire in February 2019 and include all labor and equipment necessary to maintain both golf course grounds. Total expenses under these agreements included in direct golf operating expenses in the Statements of Operations were approximately $600,000 and $589,000 for the three months ended September 30, 2017 and 2016 , respectively, and $2,149,000 and $2,110,000 for the nine months ended September 30, 2017 and 2016 , respectively. The future commitments relating to these agreements at September 30, 2017 are as follows: Maintenance Agreement (In thousands) Remaining 2017 $ 775 2018 2,969 2019 225 Total maintenance agreement commitments $ 3,969 |
Summary of Significant Accoun21
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2017 | |
Accounting Policies [Abstract] | |
Revenue Recognition - Leases | Revenue Recognition - Leases As a REIT, the majority of our revenues will be derived from rent received from our tenants under long-term triple-net leases. The accounting guidance under ASC 840—Leases (“ASC 840”) is complex and requires the use of judgment and assumptions by management to determine the proper accounting treatment of a lease. We will perform a lease classification upon lease inception, to determine if we account for the lease as a capital or operating lease. Under ASC 840, for leases of both building and land, if the fair value of the land is 25% or more of the total fair value of the leased property at lease inception we consider the land and building separately for lease classification. In these cases, if the building element of the lease meets the criteria to be classified as a capital lease, then we account for the building as a capital lease and the land separately as an operating lease. If the building element does not meet the criteria to be classified as a capital lease, then we account for the building and land as a single operating lease. To determine if the building portion of a lease triggers capital lease treatment we will conduct the four lease tests under ASC 840 as outlined below. If a lease meets any of the criteria below, it is accounted for as a capital lease. 1. Transfer of ownership. The lease transfers ownership of the property to the lessee by the end of the lease term. This criterion is met in situations in which the lease agreement provides for the transfer of title at or shortly after the end of the lease term. 2. Bargain purchase option. The lease contains a provision allowing the lessee, at its option to purchase the leased property for a price which is sufficiently lower than the expected fair value of the property at the date the option becomes exercisable. 3. Lease term. The lease term is equal to 75% or more of the estimated economic life of the leased property. However, if the beginning of the lease falls within the last 25% of the total estimated economic life of the leased property, including earlier years of use, this criterion shall not be used for purposes of classifying the lease. This test is conducted on a property by property basis. 4. Minimum lease payments. The present value of the minimum lease payments at the beginning of the lease term, excluding the portion of payments representing executory costs such as insurance, maintenance and taxes to be paid by the lessor, including any profit thereon, equals or exceeds 90% of the fair value of the leased property to the lessor at lease inception less any related investment tax credit retained by the lessor. If the beginning of the lease term falls within the last 25% of the total estimated economic life of the lease property, including earlier years of use, this criterion shall not be used for purposes of classifying the lease. The tests outlined above, as well as the resulting calculations, require subjective judgments, such as determining, at lease inception, the fair value of the assets, the residual value of the assets at the end of the lease term, the likelihood a tenant will exercise all renewal options (in order to determine the lease term), the estimated remaining economic life of the leased assets, the incremental borrowing rate of the lessee and the interest rate implicit in the lease. A change in estimate or judgment can result in a materially different financial statement presentation. The revenue recognition model is different under capital leases and operating leases. Under the operating lease model, as the lessor, at lease inception the land is recorded as Real Estate Investments Accounted for Using the Operating Method and we record rental income from operating leases on a straight-line basis over the lease term. The amount of annual minimum lease payments attributable to the land after deducting executory costs, including any profit thereon, is determined by applying our incremental borrowing rate to the value of the land. We record this lease income as Rental Income from Operating Leases. Under the direct financing lease model, as the lessor, at lease inception we record the lease receivable as Real Estate Investments Accounted for Using the Direct Financing Method. Under the direct financing lease method, we recognize fixed amounts due on an effective interest basis at a constant rate of return over the lease term. As a result, the cash payments accounted for under direct financing leases will not equal the earned income from direct financing leases as a portion of the cash rent we receive is recorded as Earned Income from Direct Financing Leases and a portion recorded as a reduction to the Real Estate Investments Accounted for using the Direct Financing Method. |
Concentrations of Credit Risk | Concentrations of Credit Risk Following the Emergence Date , all of the real estate holdings of VICI REIT (other than Caesars Entertainment Outdoor ) are leased to New CEOC and certain of its subsidiaries, and substantially all of VICI REIT’s revenues are derived from the Master Leases, which represents a concentration of credit risk due to the single tenant nature of our leases. Management believes that the corporate lease guaranty by New CEOC’s parent, CEC, and the rent coverage ratio mitigate this risk. Management does not believe there are any other significant concentrations of credit risk. Concentrations of Credit Risk Following the Emergence Date, all of the real estate holdings of VICI REIT (other than those of Caesars Entertainment Outdoor) are leased to New CEOC and certain of its subsidiaries, and substantially all of VICI REIT’s revenues (other than those of Caesars Entertainment Outdoor) are derived from the underlying leases. Other than VICI REIT having a single tenant from which it derives substantially all of its revenue, management does not believe there are any other significant concentrations of credit risk |
Useful Lives of Real Estate Properties | Useful Lives of Real Estate Properties Additions to land and buildings are stated at cost. We capitalize the costs of improvements that extend the life of the asset. We expense maintenance and repair costs as incurred. Gains or losses on the dispositions of property and equipment are recognized in the period of disposal. |
Long-Lived Assets | Long-Lived Assets We have significant capital invested in our long-lived assets, and judgments are made in determining their estimated useful lives and salvage values and if or when an asset (or asset group) has been impaired. The accuracy of these estimates affects the amount of depreciation and amortization expense recognized in our financial results and whether we have a gain or loss on the disposal of an asset. We assign lives to our assets based on our standard policy, which is established by management as representative of the useful life of each category of asset. We monitor events and circumstances that could indicate that the carrying amount of our real estate investments may not be recoverable or realized. When events or changes in circumstances indicate that a potential impairment has occurred or that the carrying value of a real estate investment may not be recoverable, we use an estimate of the undiscounted value of expected future operating cash flows to determine whether the real estate investment is impaired. If the undiscounted cash flows plus net proceeds expected from the disposition of the asset is less than the carrying value of the assets, we recognize an impairment charge equivalent to the amount required to reduce the carrying value of the asset to its estimated fair value. We group our real estate investments together by property, the lowest level for which identifiable cash flows are available, in evaluating impairment. In assessing the recoverability of the carrying value, we make assumptions regarding future cash flows and other factors. Factors considered in performing this assessment include current operating results, market and other applicable trends and residual values, as well as the effect of obsolescence, demand, competition and other factors. If these estimates or related assumptions change in the future, we may be required to record an impairment loss. Changes in these assumptions and estimates could have a material impact on the analysis and the Combined Statement of Investments of Real Estate Assets. |
Real Estate Investments | Real Estate Investments For real estate investments accounted for using the operating method, we will continually monitor events and circumstances that could indicate that the carrying amount of our real estate investments may not be recoverable or realized. When events or changes in circumstances indicate that a potential impairment has occurred or that the carrying value of a real estate investment may not be recoverable, we use an estimate of the undiscounted value of expected future operating cash flows to determine whether the real estate investment is impaired. If the undiscounted cash flows plus net proceeds expected from the disposition of the asset is less than the carrying value of the assets, we recognize an impairment charge equivalent to the amount required to reduce the carrying value of the asset to its estimated fair value. We group our real estate investments together by property, the lowest level for which identifiable cash flows are available, in evaluating impairment. In assessing the recoverability of the carrying value, we make assumptions regarding future cash flows and other factors. Factors considered in performing this assessment include current operating results, market and other applicable trends and residual values, as well as the effect of obsolescence, demand, competition and other factors. If these estimates or related assumptions change in the future, we may be required to record an impairment loss. For real estate investments accounted for using the direct financing method, our net investment in the direct financing lease is evaluated for impairment 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. |
Income Taxes—REIT Qualification | Income Taxes—REIT Qualification We intend to elect to be taxed and qualify as a REIT for U.S. Federal income tax purposes commencing with our taxable year ending December 31, 2017, and we intend to continue to be organized and to operate in a manner that permits us to qualify as a REIT beyond that taxable year end. To qualify as a REIT, we must meet certain organizational and operational requirements, including a requirement to distribute at least 90% of our annual REIT taxable income to shareholders, determined without regard to the dividends paid deduction and excluding any net capital gains. As a REIT, we generally will not be subject to Federal income tax on income that we pay as distributions to our shareholders. If we fail to qualify as a REIT in any taxable year, we will be subject to U.S. Federal income tax, including any applicable alternative minimum tax, on our taxable income at regular corporate income tax rates, and distributions paid to our shareholders would not be deductible by us in computing taxable income. Any resulting corporate liability created if we fail to qualify as a REIT could be substantial and could materially and adversely affect our net income and net cash available for distribution to shareholders. Unless we were entitled to relief under certain Code provisions, we also would be disqualified from re-electing to be taxed as a REIT for the four taxable years following the year in which we failed to qualify to be taxed as a REIT. |
Caesars Entertainment Outdoor | |
Organization, Consolidation and Presentation of Financial Statements [Line Items] | |
Golf Revenue | There are additional variable golf fees provided by CEOC and Caesars’ affiliates based on revenue shortfalls necessary to cover the cost of operating the courses at a high level appropriate for casino guests. The variable fee is dependent upon the number of rounds played, the types of rounds played (market-rate or discounted rate), and costs incurred to allow the golf course to continue to offer golf as an amenity to gaming customers of CEOC and Caesars’ affiliates. Golf Revenue Golf revenue from CEOC and Caesars’ affiliates includes reimbursement for below market-rate golf tee times and free play for certain casino guests. Included in golf revenue are market-rate fees received from public customers as well as discounted fees received from CEOC and Caesars-affiliated customers or associates. In addition, certain VIP casino guests play the golf courses for free. In these cases, the golf course receives amounts paid by CEOC and Caesars’ affiliates at an agreed upon rate for the free play provided to their VIP guests. |
Basis of Presentation | Basis of Presentation The accompanying Interim Financial Statements have been prepared under the rules and regulations of the Securities and Exchange Commission applicable of interim periods, and therefore, do not include all information and footnotes necessary for complete financial statements in conformity with accounting principles generally accepted in the United States (“US GAAP”). The results for the interim periods reflect all adjustments (consisting of normal recurring adjustments) that management considers necessary for a fair presentation of statement of financial position, results of operations, and cash flows. The results of operations for our interim periods are not necessarily indicative of the results of operations that may be achieved for the entire 2017 fiscal year. The Business’ Financial Statements were derived from the financial statements of CEOC, prepared on a “carve-out” basis, to present the financial position and results of operations of the Outdoor Business on a stand-alone basis. The legal entities that own the Grand Bear and the Chariot Run golf courses also include non-golf course operations that are excluded from these carve-out financial statements. The Financial Statements include allocations of certain revenue amounts and general corporate expenses among affiliated entities. Such allocated revenue and expenses may not reflect the results we would have incurred if we had operated as a stand-alone company nor are they necessarily indicative of our future results. Management believes the assumptions and methodologies used in the allocation of these revenues and expenses are reasonable. Each of the golf courses represents a separate operating segment and we aggregate all such operations into one reportable segment. The Business’ Financial Statements reflect the application of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 852, Reorganizations . This guidance requires that transactions and events directly associated with the reorganization be distinguished from the ongoing operations of the business. In addition, the guidance provides for changes in the accounting and presentation of liabilities. |
Recently Issued Accounting Pr22
Recently Issued Accounting Pronouncements (Policies) | 9 Months Ended |
Sep. 30, 2017 | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |
New Accounting Pronouncements, Policy | The Financial Accounting Standards Board (the “FASB”) issued the following authoritative guidance amending the FASB Accounting Standards Codification. Derivatives and Hedging - August 2017 : This revised accounting guidance expands hedge accounting by making additional hedge strategies eligible for hedge accounting and amending presentation and disclosure requirements. The intent of these revisions is to simplify application of hedge accounting and increase transparency of information about an entity’s risk management activities. The amended guidance is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Early adoption is permitted. The Company is currently assessing the impact this guidance will have on our financial statements. Compensation - Stock Compensation - May 2017 : Amendments in this update provide guidance regarding which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting. An entity should account for the effects of a modification unless all of the following are met: (i) the modification does not affect any of the inputs to the valuation technique that the entity uses to value the award; (ii) the vesting conditions of the modified award are the same as the vesting conditions of the original award; and (iii) the classification of the modified award as an equity instrument or a liability instrument is the same as before the original award was modified. Amendments in this update are effective for all periods, and interim periods within those annual periods, beginning after December 15, 2017. Early adoption is permitted. Application of amended guidance should be applied prospectively to an award modified on or after the adoption date. Business Combinations - January 2017: Updated amendment intending to clarify the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for acquisitions (or disposals) of assets or businesses. Amendments in this update provide a more robust framework to use in determining when a set of assets and activities is a business and to provide more consistency in applying the guidance, reduce the costs of application, and make the definition of a business more operable. Amendments should be applied on a prospective basis on or after the effective date. No disclosures are required at transition. The amendments are effective to annual periods beginning after December 15, 2017, including interim periods within those periods. Early adoption is allowed as follows: (1) transactions for which the acquisition date occurs before the issuance date or effective date of the amendments, only when the transaction has not been reported in financial statements that have been issued or made available for issuance and (2) transactions in which a subsidiary is deconsolidated or a group of assets is derecognized that occur before the issuance date or effective date of the amendments, only when the transaction has not been reported in financial statements that have been issued or made available for issuance. We are currently assessing the effect the adoption of this standard will have on our financial statements. Financial Instruments-Credit Losses - June 2016 (amended January 2017) : Amended guidance that replaces the incurred loss impairment methodology with a methodology that reflects expected credit losses and requires consideration of broader range of reasonable and supportable information to inform credit loss estimates. Amendments affect entities holding financial assets and net investment in leases that are not accounted for at fair value through net income. The amendments affect loans, debt securities, trade receivables, net investments in leases, off-balance-sheet credit exposures, reinsurance receivables and any other financial assets not excluded from the scope that have the contractual right to receive cash. Amendments are effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. Early adoption is permitted. We are currently assessing the effect the adoption of this standard will have on our financial statements. Leases - February 2016 (amended January 2017): The amended guidance requires most lease obligations to be recognized as a right-of-use asset with a corresponding liability on the balance sheet. The guidance also requires additional qualitative and quantitative disclosures to assess the amount, timing, and uncertainty of cash flows arising from leases. This guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. The guidance should be implemented for the earliest period presented using a modified retrospective approach, which includes optional practical expedients primarily focused on leases that commence before the effective date. The qualitative and quantitative effects of adoption are still being analyzed. We are in the process of evaluating the full impact the new guidance will have on our financial statements. Revenue from Contracts with Customers - May 2014 (amended January 2017) : The new guidance is intended to clarify the principles for recognizing revenue and to develop a common revenue standard for GAAP applicable to revenue transactions. Existing industry guidance will be eliminated. The FASB has recently issued several amendments to the standard, including clarification on accounting for and identifying performance obligations. This guidance is effective for annual reporting periods beginning after December 15, 2017, including interim periods within those reporting periods. The guidance should be applied using the full retrospective method or retrospectively with the cumulative effect initially applying the guidance recognized at the date of initial application. We anticipate adopting this standard effective January 1, 2018. We have performed a preliminary assessment and anticipate this standard will not have a material effect on our financial statements. We expect the most significant effect will be related to the accounting for the golf course revenue, which will be immaterial to the operations of VICI REIT. However, the quantitative effects of these changes are being analyzed. We are assessing the full effect the adoption of this standard will have on our financial statements. Income Taxes - October 2016 : Amended guidance that addresses intra-entity transfers of assets other than inventory, which requires the recognition of any related income tax consequences when such transfers occur. The amendments should be applied on a modified retrospective basis through a cumulative-effect adjustment directly to retained earnings as of the beginning of the period of adoption. Amendments are effective for fiscal years beginning after December 15, 2017, and interim reporting periods within those years. Early adoption is permitted. We are assessing the impact the adoption of this standard will have on our financial statements. Statement of Cash Flows - August 2016 : Amended guidance that addresses eight specific cash flow issues with the objective of reducing diversity in how certain cash receipts and cash payments are presented and classified in the statement of cash flows. The amendments should be applied retrospectively to each period presented. The amendments are effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. Early adoption is permitted. We are currently assessing the effect the adoption of this standard will have on our financial statements. |
Caesars Entertainment Outdoor | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |
New Accounting Pronouncements, Policy | Recently Issued Accounting Pronouncements The Financial Accounting Standards Board (the “FASB”) issued the following authoritative guidance amending the FASB Accounting Standards Codification. Business Combinations - January 2017 : Updated amendments intend to clarify the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisition (or disposals) of assets or businesses. Amendments in this update provide a more robust framework to use in determining when a set of assets and activities is a business and to provide more consistency in applying the guidance, reduce the costs of application, and make the definition of a business more operable. The amendments are effective to annual periods beginning after December 15, 2017, including interim periods within those periods. Early adoption is allowed as follows: (1) Transactions for which acquisition date occurs before the issuance date or effective date of the amendments, only when the transaction has not been reported in financial statements that have been issued or made available for issuance and (2) transactions in which a subsidiary is deconsolidated or a group of assets is derecognized that occur before the issuance date or effective date of the amendments, only when the transaction has not been reported in financial statements that have been issued or made available for issuance. We are currently assessing the effect the adoption of this standard will have on our financial statements. Financial Instruments-Credit Losses - June 2016 (amended January 2017) : Amended guidance that replaces the incurred loss impairment methodology with a methodology that reflects expected credit losses and requires consideration of broader range of reasonable and supportable information to inform credit loss estimates. Amendments affect entities holding financial assets and net investment in leases that are not accounted for at fair value through net income. The amendments affect loans, debt securities, trade receivables, net investments in leases, off-balance-sheet credit exposures, reinsurance receivables and any other financial assets not excluded from the scope that have the contractual right to receive cash. Amendments are effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. Early adoption is permitted. We are currently assessing the effect the adoption of this standard will have on our financial statements. Leases - February 2016 (amended January 2017) : The amended guidance requires most lease obligations to be recognized as a right-of-use asset with a corresponding liability on the balance sheet. The guidance also requires additional qualitative and quantitative disclosures to assess the amount, timing, and uncertainty of cash flows arising from leases. This guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. The guidance should be implemented for the earliest period presented using a modified retrospective approach, which includes optional practical expedients primarily focused on leases that commence before the effective date. The qualitative and quantitative effects of adoption are still being analyzed. We are in the process of evaluating the full impact the new guidance will have on our financial statements. Revenue Recognition - May 2014 (amended January 2017) : This new guidance is intended to clarify the principles for recognizing revenue and to develop a common revenue standard for GAAP applicable to revenue transactions. Existing industry guidance will be eliminated. The FASB has recently issued several amendments to the standard, including clarification on accounting for and identifying performance obligations. This guidance is effective for annual reporting periods beginning after December 15, 2017, including interim periods within those reporting periods. The guidance should be applied using the full retrospective method or retrospectively with the cumulative effect initially applying the guidance recognized at the date of initial application. We anticipate adopting this standard effective January 1, 2018. We have performed a preliminary assessment and anticipate this standard will not have a material effect on our financial statements. Income Taxes - October 2016 : Amended guidance that addresses intra-entity transfers of assets other than inventory, which requires the recognition of any related income tax consequences when such transfers occur. The amendments should be applied on a modified retrospective basis through a cumulative-effect adjustment directly to retained earnings as of the beginning of the period of adoption. Amendments are effective for fiscal years beginning after December 15, 2017, and interim reporting periods within those years. Early adoption is permitted. We are assessing the effect the adoption of this standard will have on our financial statements. Statement of Cash Flows - August 2016 : Amended guidance addresses eight specific cash flow issues with the objective of reducing diversity in how certain cash receipts and cash payments are presented and classified in the statement of cash flows. The amendments should be applied retrospectively to each period presented. The amendments are effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. Early adoption is permitted. We are currently assessing the effect the adoption of this standard will have on our financial statements. |
Summary of Significant Accoun23
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Accounting Policies [Abstract] | |
Schedule of Depreciable Useful Life of Assets | Depreciation is calculated using the straight-line method over the shorter of the estimated useful life of the asset or the related lease as follows: Land improvements 12 years Buildings and improvements 5 to 40 years (In millions) September 30, 2017 December 31, 2016 Land and improvements $ 2,505.5 $ 2,492.6 Buildings and improvements 3,646.5 3,571.7 Total property 6,152.0 6,064.3 Less: accumulated depreciation (1,321.0 ) (1,207.7 ) Total property, net $ 4,831.0 $ 4,856.6 |
Property (Tables)
Property (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property | Depreciation is calculated using the straight-line method over the shorter of the estimated useful life of the asset or the related lease as follows: Land improvements 12 years Buildings and improvements 5 to 40 years (In millions) September 30, 2017 December 31, 2016 Land and improvements $ 2,505.5 $ 2,492.6 Buildings and improvements 3,646.5 3,571.7 Total property 6,152.0 6,064.3 Less: accumulated depreciation (1,321.0 ) (1,207.7 ) Total property, net $ 4,831.0 $ 4,856.6 |
Subsequent Events (Tables)
Subsequent Events (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Subsequent Events [Abstract] | |
Schedule of Future Minimum Lease Payments for Capital Leases | Future Minimum Rental Payments Due from Noncancelable Leases (1)(2) (In millions) Remaining 2017 $ 149.0 2018 630.6 2019 633.9 2020 637.2 2021 640.7 2022 and thereafter 24,948.3 Total $ 27,639.7 ____________________ (1) Amounts exclude any variable rental payments during the terms of the Master Leases (2) Amounts include renewal terms and minimum fixed annual rent escalator (minimum 2% annual increases described above) |
Schedule of Indebtedness Following Emergence from Bankruptcy | Indebtedness Following Emergence from Bankruptcy Final Book Value at Emergence Maturity Rate (Dollars in millions) Senior Secured First Lien Term Loans (“Term Loans”) 2022 Variable 1,638.4 First Priority Senior Secured Notes (“First Lien Notes”) 2022 Variable 311.7 Second Priority Senior Secured Notes (“Second Lien Notes”) 2023 8.00% 766.9 CPLV Debt (1) CPLV Market Debt 2022 4.36% 1,550.0 CPLV Mezzanine Debt (2) 2022 Various 650.0 Total Debt $ 4,917.0 ____________________ (1) Syndicated debt issued to third parties for cash. Proceeds were distributed to certain creditors of CEOC under the Plan. (2) Three tranches of mezzanine debt for $650.0 million were issued under the CPLV Mezzanine Loan Agreement. The $250.0 million junior tranche was automatically exchanged for Company stock on November 6, 2017. |
Property and Equipment (Tables)
Property and Equipment (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Property, Plant and Equipment [Line Items] | |
Schedule of Property | Depreciation is calculated using the straight-line method over the shorter of the estimated useful life of the asset or the related lease as follows: Land improvements 12 years Buildings and improvements 5 to 40 years (In millions) September 30, 2017 December 31, 2016 Land and improvements $ 2,505.5 $ 2,492.6 Buildings and improvements 3,646.5 3,571.7 Total property 6,152.0 6,064.3 Less: accumulated depreciation (1,321.0 ) (1,207.7 ) Total property, net $ 4,831.0 $ 4,856.6 |
Caesars Entertainment Outdoor | |
Property, Plant and Equipment [Line Items] | |
Schedule of Property | (In thousands) September 30, 2017 December 31, 2016 Land and non-depreciable land improvements $ 35,525 $ 35,525 Depreciable land improvements 40,183 40,174 Buildings and improvements 35,153 35,133 Furniture and equipment (including capital leases) 4,833 5,445 Construction in progress 1,826 — Total property and equipment 117,520 116,277 Less: accumulated depreciation (29,173 ) (27,446 ) Total property and equipment, net $ 88,347 $ 88,831 (In thousands) Three Months Ended September 30, Nine Months Ended September 30, (In thousands) 2017 2016 2017 2016 Depreciation expense (including capital lease amortization) $ 801 $ 776 $ 2,402 $ 2,227 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Caesars Entertainment Outdoor | |
Accrued Expenses [Line Items] | |
Schedule of Accrued Expenses | (In thousands) September 30, 2017 December 31, 2016 Accrued utilities $ 197 $ 87 Payroll and other compensation 158 228 Accrued real estate taxes and other taxes 158 130 Advance deposits 117 112 Accrued legal and professional fees 80 23 Deferred revenue 51 125 Other accruals 8 — Total accrued expenses $ 769 $ 705 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Caesars Entertainment Outdoor | |
Related Party Transaction [Line Items] | |
Schedule of Related Party Transactions | The following amounts are recorded with respect to the related-party transactions described in this section: (In thousands) Three Months Ended September 30, Nine Months Ended September 30, Transaction type Recorded as: 2017 2016 2017 2016 Insurance expense Administrative and other $ 12 $ 8 $ 37 $ 30 Allocation of indirect expenses from CEOC and Caesars’ affiliates (1) Administrative and other 36 58 210 235 Golf revenue from CEOC and Caesars’ affiliates (2) Golf revenue 2,844 2,168 5,173 4,527 Pass-through revenue with CEOC and Caesars’ affiliates (3) Golf revenue 48 111 389 604 Food and beverage revenue 12 14 107 56 Retail and other revenue 26 36 114 119 ______________ (1) The Statements of Operations include allocated overhead costs for certain functions historically performed by CEOC and Caesars’ affiliates, including allocations of direct and indirect operating and maintenance costs and expenses for procurement, logistics and general and administrative costs and expenses related to executive oversight, marketing, information technology, accounting, treasury, tax, and legal. These costs were allocated on the basis of either revenue or payroll expense. (2) See Business and Basis of Presentation - Golf Revenue (3) Primarily includes transactions where CEOC and Caesars affiliates’ customers charge their golf, food and beverage and retail purchases directly to their hotel bill. Amounts collected from the customer by the hotel are remitted to the golf course. |
Litigation, Contractual Commi29
Litigation, Contractual Commitments and Contingent Liabilities (Tables) - Caesars Entertainment Outdoor | 9 Months Ended |
Sep. 30, 2017 | |
Loss Contingencies [Line Items] | |
Schedule of Future Minimum Rental Payments for Operating Leases | The future minimum lease commitments relating to the base lease rent portion of noncancelable operating leases at September 30, 2017 are as follows: Operating Leases (In thousands) Remaining 2017 $ 211 2018 873 2019 891 2020 908 2021 926 2022 and thereafter 20,234 Total minimum rental commitments $ 24,043 |
Schedule of Contractual Obligation, Fiscal Year Maturity | The future commitments relating to these agreements at September 30, 2017 are as follows: Maintenance Agreement (In thousands) Remaining 2017 $ 775 2018 2,969 2019 225 Total maintenance agreement commitments $ 3,969 |
Business Formation and Basis 30
Business Formation and Basis of Presentation - Narrative (Details) $ in Thousands | Oct. 06, 2017USD ($)property | Sep. 30, 2017USD ($)property | Sep. 30, 2016USD ($) | Sep. 30, 2017USD ($)segmentproperty | Sep. 30, 2016USD ($) |
Real Estate Properties [Line Items] | |||||
Number of golf courses | property | 4 | 4 | |||
Number of reportable segments | segment | 2 | ||||
Caesars Entertainment Outdoor | |||||
Real Estate Properties [Line Items] | |||||
Reimbursement for free paly | $ 150 | $ 91 | $ 603 | $ 458 | |
Variable golf fee | $ 2,695 | $ 2,076 | $ 4,570 | $ 4,068 | |
Subsequent Event | |||||
Real Estate Properties [Line Items] | |||||
Number of golf courses | property | 4 | ||||
Percentage of voting interests acquired in reorganization | 100.00% | ||||
Annual membership fee | $ 10,000 |
Summary of Significant Accoun31
Summary of Significant Accounting Policies - Schedule of Useful Life of Assets (Details) | 9 Months Ended |
Sep. 30, 2017 | |
Land improvements | |
Property, Plant and Equipment [Line Items] | |
Useful life | 12 years |
Buildings and improvements | Minimum | |
Property, Plant and Equipment [Line Items] | |
Useful life | 5 years |
Buildings and improvements | Maximum | |
Property, Plant and Equipment [Line Items] | |
Useful life | 40 years |
Property - Schedule of Property
Property - Schedule of Property (Details) - USD ($) $ in Millions | Sep. 30, 2017 | Dec. 31, 2016 |
Property, Plant and Equipment [Line Items] | ||
Total property | $ 6,152 | $ 6,064.3 |
Less: accumulated depreciation | (1,321) | (1,207.7) |
Total property, net | 4,831 | 4,856.6 |
Land and improvements | ||
Property, Plant and Equipment [Line Items] | ||
Total property | 2,505.5 | 2,492.6 |
Buildings and improvements | ||
Property, Plant and Equipment [Line Items] | ||
Total property | $ 3,646.5 | $ 3,571.7 |
Subsequent Events - Narrative (
Subsequent Events - Narrative (Details) $ / shares in Units, $ in Thousands | Nov. 06, 2017USD ($)shares | Oct. 06, 2017USD ($)trancheentityoption$ / sharesshares | Sep. 12, 2017$ / sharesshares | Sep. 30, 2017USD ($)$ / sharesshares | Dec. 31, 2016USD ($)$ / sharesshares |
Subsequent Event [Line Items] | |||||
Common stock, shares authorized (in shares) | shares | 100,000,000 | 100,000,000 | |||
Common stock, par value (in dollars per share) | $ / shares | $ 0.01 | $ 0.01 | |||
Common stock, shares, issued (in shares) | shares | 1,000 | 1,000 | |||
Property and equipment, net | $ 4,831,000 | $ 4,856,600 | |||
Series A Preferred Stock | Private Placement to Certain Creditors of CEOC | Caesars Entertainment Operating Company, Inc. | |||||
Subsequent Event [Line Items] | |||||
Shares purchased in sale of stock (in shares) | shares | 6,002,907 | ||||
Shares issued, price per share (in dollars per share) | $ / shares | $ 20.83 | ||||
Series A Preferred Stock | Private Placement to Certain Creditors as a recovery on claims | Caesars Entertainment Operating Company, Inc. | |||||
Subsequent Event [Line Items] | |||||
Preferred stock, shares issued (in shares) | shares | 5,997,093 | ||||
Subsequent Event | |||||
Subsequent Event [Line Items] | |||||
Cash transferred at emergence | $ 56,000 | ||||
Debt after emergence from bankruptcy | $ 4,900,000 | ||||
Debt after emergence from bankruptcy convertible to common stock | $ 250,000 | ||||
Term of contract | 15 years | ||||
Number of renewal options (up to) | option | 4 | ||||
Renewal term (up to) | 5 years | ||||
Annual membership fee | $ 10,000 | ||||
Common and preferred shares authorized (in shares) | shares | 750,000,000 | ||||
Common stock, shares authorized (in shares) | shares | 700,000,000 | ||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.01 | ||||
Preferred stock authorized (in shares) | shares | 50,000,000 | ||||
Par value of preferred stock (in dollars per share) | $ / shares | $ 0.01 | ||||
Common stock, shares, issued (in shares) | shares | 177,160,494 | ||||
Long-term debt | $ 4,917,000 | ||||
Percentage of capital stock of first-tier foreign subsidiaries | 65.00% | ||||
Property and equipment, net | $ 4,800,000 | ||||
Subsequent Event | Mezzanine Debt | |||||
Subsequent Event [Line Items] | |||||
Long-term debt | 2,200,000 | ||||
Subsequent Event | Mezzanine Debt | CPLV Mezzanine Debt | |||||
Subsequent Event [Line Items] | |||||
Debt after emergence from bankruptcy | $ 250,000 | ||||
Debt conversion to equity, shares issued (in shares) | shares | 17,630,700 | ||||
Long-term debt | $ 650,000 | ||||
Number of special purpose entities placed by various third-party financial institutions | entity | 3 | ||||
Number of tranches | tranche | 3 | ||||
Subsequent Event | Mezzanine Debt | CPLV Mezzanine Debt | Senior Tranche | |||||
Subsequent Event [Line Items] | |||||
Long-term debt | $ 200,000 | ||||
Interest rate, stated percentage | 6.75% | ||||
Subsequent Event | Mezzanine Debt | CPLV Mezzanine Debt | Intermediate Tranche | |||||
Subsequent Event [Line Items] | |||||
Long-term debt | $ 200,000 | ||||
Interest rate, stated percentage | 7.45% | ||||
Subsequent Event | Mezzanine Debt | CPLV Mezzanine Debt | Junior Tranche | |||||
Subsequent Event [Line Items] | |||||
Debt conversion to equity, shares issued (in shares) | shares | 17,630,700 | ||||
Long-term debt | $ 250,000 | $ 250,000 | |||
Interest rate, stated percentage | 8.07% | ||||
Subsequent Event | Mezzanine Debt | CPLV Market Debt | |||||
Subsequent Event [Line Items] | |||||
Long-term debt | $ 1,550,000 | ||||
Interest rate, stated percentage | 4.36% | ||||
Subsequent Event | Senior Notes | ABR | |||||
Subsequent Event [Line Items] | |||||
Debt Instrument, basis spread on variable rate | 2.50% | ||||
Subsequent Event | Senior Notes | Eurocurrency | |||||
Subsequent Event [Line Items] | |||||
Debt Instrument, basis spread on variable rate | 3.50% | ||||
Subsequent Event | Senior Notes | Senior Secured First Lien Term Loans (“Term Loans”) | |||||
Subsequent Event [Line Items] | |||||
Long-term debt | $ 1,638,400 | ||||
Debt, incremental loan capacity addition one | 60,000 | ||||
Debt, incremental loan capacity addition two | 1,450,000 | ||||
Subsequent Event | Senior Notes | First Priority Senior Secured Notes (“First Lien Notes”) | |||||
Subsequent Event [Line Items] | |||||
Long-term debt | $ 311,700 | ||||
Percentage of trustee or holders in principal amount of outstanding (at least) | 30.00% | ||||
Redemption price, percentage of principal amount redeemed | 35.00% | ||||
Redemption price, percentage | 100.00% | ||||
Percentage of aggregate principal amount of first lien notes that must remain outstanding (at least) | 50.00% | ||||
Subsequent Event | Senior Notes | Second Priority Senior Secured Notes (“Second Lien Notes”) | |||||
Subsequent Event [Line Items] | |||||
Long-term debt | $ 766,900 | ||||
Percentage of trustee or holders in principal amount of outstanding (at least) | 30.00% | ||||
Redemption price, percentage of principal amount redeemed | 35.00% | ||||
Redemption price, percentage | 108.00% | ||||
Percentage of aggregate principal amount of first lien notes that must remain outstanding (at least) | 50.00% | ||||
Percentage of second priority senior secured notes issued pursuant to the plan | 8.00% | ||||
Interest rate, stated percentage | 8.00% | ||||
Subsequent Event | Minimum | |||||
Subsequent Event [Line Items] | |||||
Fair value of properties transferred in bankruptcy | $ 8,200,000 | ||||
Real estate investments accounted for using the direct financing method | 7,000,000 | ||||
Real estate investments accounted for using the operating method | 1,100,000 | ||||
Property, plant and equipment | $ 50,000 | ||||
Subsequent Event | Minimum | Senior Notes | First Priority Senior Secured Notes (“First Lien Notes”) | LIBOR | |||||
Subsequent Event [Line Items] | |||||
Debt Instrument, basis spread on variable rate | 1.00% | ||||
Subsequent Event | Maximum | |||||
Subsequent Event [Line Items] | |||||
Fair value of properties transferred in bankruptcy | $ 8,400,000 | ||||
Real estate investments accounted for using the direct financing method | 7,100,000 | ||||
Real estate investments accounted for using the operating method | 1,200,000 | ||||
Property, plant and equipment | $ 100,000 | ||||
Subsequent Event | Maximum | Senior Notes | First Priority Senior Secured Notes (“First Lien Notes”) | LIBOR | |||||
Subsequent Event [Line Items] | |||||
Debt Instrument, basis spread on variable rate | 3.50% | ||||
Subsequent Event | Series A Preferred Stock | |||||
Subsequent Event [Line Items] | |||||
Preferred stock authorized (in shares) | shares | 12,000,000 | ||||
Par value of preferred stock (in dollars per share) | $ / shares | $ 0.01 | ||||
Preferred stock, shares issued (in shares) | shares | 12,000,000 | ||||
Preferred stock, liquidation preference | $ 300,000 | ||||
Preferred stock, liquidation preference per share (in dollars per share) | $ / shares | $ 25 | ||||
Shares issued upon conversion (in shares) | shares | 51,433,692 | ||||
Subsequent Event | CPLV Lease Agreement | |||||
Subsequent Event [Line Items] | |||||
Term of contract | 7 years | ||||
Annual rent | $ 165,000 | ||||
Subsequent Event | Joliet Lease Agreement | |||||
Subsequent Event [Line Items] | |||||
Term of contract | 7 years | ||||
Annual rent | $ 39,625 | ||||
Percentage of lease term of base rent | 80.00% | ||||
Subsequent Event | Non-CPLV Lease Agreement | |||||
Subsequent Event [Line Items] | |||||
Term of contract | 7 years | ||||
Annual rent | $ 433,300 |
Subsequent Events - Schedule of
Subsequent Events - Schedule of Capital Leases (Details) $ in Millions | Sep. 30, 2017USD ($) |
Subsequent Events [Abstract] | |
Remaining 2,017 | $ 149 |
2,018 | 630.6 |
2,019 | 633.9 |
2,020 | 637.2 |
2,021 | 640.7 |
2022 and thereafter | 24,948.3 |
Total | $ 27,639.7 |
Subsequent Events - Schedule 35
Subsequent Events - Schedule of Indebtedness Following Emergence from Bankruptcy (Details) - Subsequent Event - USD ($) $ in Millions | Nov. 06, 2017 | Oct. 06, 2017 |
Subsequent Event [Line Items] | ||
Total Debt | $ 4,917 | |
Senior Notes | Senior Secured First Lien Term Loans (“Term Loans”) | ||
Subsequent Event [Line Items] | ||
Total Debt | 1,638.4 | |
Senior Notes | First Priority Senior Secured Notes (“First Lien Notes”) | ||
Subsequent Event [Line Items] | ||
Total Debt | 311.7 | |
Senior Notes | Second Priority Senior Secured Notes (“Second Lien Notes”) | ||
Subsequent Event [Line Items] | ||
Total Debt | $ 766.9 | |
Interest rate, stated percentage | 8.00% | |
Mezzanine Debt | ||
Subsequent Event [Line Items] | ||
Total Debt | $ 2,200 | |
Mezzanine Debt | CPLV Market Debt | ||
Subsequent Event [Line Items] | ||
Total Debt | $ 1,550 | |
Interest rate, stated percentage | 4.36% | |
Mezzanine Debt | CPLV Mezzanine Debt | ||
Subsequent Event [Line Items] | ||
Total Debt | $ 650 | |
Mezzanine Debt | CPLV Mezzanine Debt | Junior Tranche | ||
Subsequent Event [Line Items] | ||
Total Debt | $ 250 | $ 250 |
Interest rate, stated percentage | 8.07% |
Property and Equipment - Schedu
Property and Equipment - Schedule of Property, Plant and Equipment (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2016 | |
Property, Plant and Equipment [Line Items] | |||||
Total property and equipment | $ 6,152,000 | $ 6,152,000 | $ 6,064,300 | ||
Less: accumulated depreciation | (1,321,000) | (1,321,000) | (1,207,700) | ||
Total property, net | 4,831,000 | 4,831,000 | 4,856,600 | ||
Land and non-depreciable land improvements | |||||
Property, Plant and Equipment [Line Items] | |||||
Total property and equipment | 2,505,500 | 2,505,500 | 2,492,600 | ||
Buildings and improvements | |||||
Property, Plant and Equipment [Line Items] | |||||
Total property and equipment | 3,646,500 | 3,646,500 | 3,571,700 | ||
Caesars Entertainment Outdoor | |||||
Property, Plant and Equipment [Line Items] | |||||
Total property and equipment | 117,520 | 117,520 | 116,277 | ||
Less: accumulated depreciation | (29,173) | (29,173) | (27,446) | ||
Total property, net | 88,347 | 88,347 | 88,831 | ||
Depreciation expense (including capital lease amortization) | 801 | $ 776 | 2,402 | $ 2,227 | |
Caesars Entertainment Outdoor | Land and non-depreciable land improvements | |||||
Property, Plant and Equipment [Line Items] | |||||
Total property and equipment | 35,525 | 35,525 | 35,525 | ||
Caesars Entertainment Outdoor | Depreciable land improvements | |||||
Property, Plant and Equipment [Line Items] | |||||
Total property and equipment | 40,183 | 40,183 | 40,174 | ||
Caesars Entertainment Outdoor | Buildings and improvements | |||||
Property, Plant and Equipment [Line Items] | |||||
Total property and equipment | 35,153 | 35,153 | 35,133 | ||
Caesars Entertainment Outdoor | Furniture and equipment (including capital leases) | |||||
Property, Plant and Equipment [Line Items] | |||||
Total property and equipment | 4,833 | 4,833 | 5,445 | ||
Caesars Entertainment Outdoor | Construction in progress | |||||
Property, Plant and Equipment [Line Items] | |||||
Total property and equipment | $ 1,826 | $ 1,826 | $ 0 |
Accrued Expenses - Schedule of
Accrued Expenses - Schedule of Accrued Expenses (Details) - Caesars Entertainment Outdoor - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Accrued Expenses [Line Items] | ||
Accrued utilities | $ 197 | $ 87 |
Payroll and other compensation | 158 | 228 |
Accrued real estate taxes and other taxes | 158 | 130 |
Advance deposits | 117 | 112 |
Accrued legal and professional fees | 80 | 23 |
Deferred revenue | 51 | 125 |
Other accruals | 8 | 0 |
Total accrued expenses | $ 769 | $ 705 |
Liabilities Subject to Compro38
Liabilities Subject to Compromise - Narrative (Details) - Caesars Entertainment Outdoor $ in Thousands | Oct. 06, 2017USD ($) | Sep. 30, 2017USD ($)claim | Dec. 31, 2016USD ($) |
Liabilities Subject to Compromise [Line Items] | |||
Number of proofs of claim | claim | 55 | ||
Number of claims carved out of legal entities | claim | 9 | ||
Number of claims assigned | claim | 13 | ||
Amount of liquidated proofs of claims | $ 122,200 | ||
Number of claims likely to be denied | claim | 19 | ||
Amount of claims likely to be denied | $ 116,300 | ||
Liabilities subject to compromise | $ 249 | $ 265 | |
Subsequent Event | |||
Liabilities Subject to Compromise [Line Items] | |||
Amount of claims settled | $ 125 | ||
Reorganization gain | 124 | ||
Amount still being disputed | $ 5,100 |
Related Party Transactions - Na
Related Party Transactions - Narrative (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Caesars Entertainment Outdoor | ||||
Related Party Transaction [Line Items] | ||||
Dividends | $ 1,148,000 | $ 1,070,000 | ||
Caesars Entertainment Operating Company, Inc. | ||||
Related Party Transaction [Line Items] | ||||
Maximum annual contributions per employee, Percent (up to) | 50.00% | |||
Employer matching contribution (up to) | $ 600 | |||
Contribution expense | $ 1,000 | $ 5,000 | 27,000 | 34,000 |
Net Investment | Caesars Entertainment Outdoor | ||||
Related Party Transaction [Line Items] | ||||
Dividends | $ 1,148,000 | $ 1,070,000 |
Related Party Transactions - Sc
Related Party Transactions - Schedule of Related Party Transactions (Details) - Caesars Entertainment Outdoor - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Related Party Transaction [Line Items] | ||||
Administrative and other | $ 293 | $ 459 | $ 1,341 | $ 1,569 |
Golf revenue | 3,682 | 3,631 | 11,146 | 10,901 |
Food and beverage revenue | 233 | 340 | 1,338 | 1,541 |
Retail and other revenue | 187 | 312 | 1,343 | 1,520 |
Insurance expense | ||||
Related Party Transaction [Line Items] | ||||
Administrative and other | 12 | 8 | 37 | 30 |
CEOC and Caesars' Affiliates | Allocation of indirect expenses | ||||
Related Party Transaction [Line Items] | ||||
Administrative and other | 36 | 58 | 210 | 235 |
CEOC and Caesars' Affiliates | Golf transactions | ||||
Related Party Transaction [Line Items] | ||||
Golf revenue | 2,844 | 2,168 | 5,173 | 4,527 |
CEOC and Caesars' Affiliates | Pass-through revenue transactions | ||||
Related Party Transaction [Line Items] | ||||
Golf revenue | 48 | 111 | 389 | 604 |
Food and beverage revenue | 12 | 14 | 107 | 56 |
Retail and other revenue | $ 26 | $ 36 | $ 114 | $ 119 |
Litigation, Contractual Commi41
Litigation, Contractual Commitments and Contingent Liabilities - Narrative (Details) - Caesars Entertainment Outdoor $ in Thousands | Mar. 13, 2017USD ($) | Jan. 31, 2015USD ($)payment | Sep. 30, 2017USD ($) | Sep. 30, 2016USD ($) | Sep. 30, 2017USD ($) | Sep. 30, 2016USD ($) |
Loss Contingencies [Line Items] | ||||||
Operating leases, rent expense | $ 219 | $ 222 | $ 645 | $ 766 | ||
Period of management agreement | 5 years | |||||
Management agreement, expense | $ 600 | $ 589 | $ 2,149 | $ 2,110 | ||
Withdrawal from Multiemployer Defined Benefit Plan | ||||||
Loss Contingencies [Line Items] | ||||||
Present value of withdrawal liability | $ 360,000 | |||||
Frequency of payment of withdrawal liability | payment | 80 | |||||
Payment resulting from withdrawal liability | $ 6,000 | |||||
Settlement amount awarded to NRF | $ 45,000 |
Litigation, Contractual Commi42
Litigation, Contractual Commitments and Contingent Liabilities - Schedule of Maturity of Operating Leases (Details) - Caesars Entertainment Outdoor $ in Thousands | Sep. 30, 2017USD ($) |
Loss Contingencies [Line Items] | |
Remaining 2,017 | $ 211 |
2,018 | 873 |
2,019 | 891 |
2,020 | 908 |
2,021 | 926 |
2022 and thereafter | 20,234 |
Total minimum rental commitments | $ 24,043 |
Litigation, Contractual Commi43
Litigation, Contractual Commitments and Contingent Liabilities - Schedule of Maintenance Agreement (Details) - Caesars Entertainment Outdoor $ in Thousands | Sep. 30, 2017USD ($) |
Loss Contingencies [Line Items] | |
Remaining 2,017 | $ 775 |
2,018 | 2,969 |
2,019 | 225 |
Total maintenance agreement commitments | $ 3,969 |