Document and Entity Information
Document and Entity Information - USD ($) $ in Billions | 12 Months Ended | ||
Dec. 31, 2018 | Feb. 11, 2019 | Jun. 29, 2018 | |
Document and Entity Information [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Fiscal Period Focus | FY | ||
Document Period End Date | Dec. 31, 2018 | ||
Document Fiscal Year Focus | 2,018 | ||
Entity Registrant Name | VICI PROPERTIES INC. | ||
Entity Central Index Key | 1,705,696 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Common Stock, Shares Outstanding (in shares) | 404,726,821 | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Public Float | $ 7.6 | ||
Entity Well-known Seasoned Issuer | Yes | ||
Trading Symbol | VICI | ||
Entity Emerging Growth Company | false | ||
Entity Small Business | false | ||
Entity Shell Company | false |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 | Oct. 05, 2017 | Dec. 31, 2016 |
Investments in direct financing leases, net | ||||
Investments in direct financing leases, net | $ 8,916,047,000 | $ 8,268,643,000 | ||
Investments in operating leases | 1,086,658,000 | 1,110,400,000 | ||
Land | 95,789,000 | 73,600,000 | ||
Property and equipment used in operations, net | 71,513,000 | 74,300,000 | ||
Cash and cash equivalents | 577,883,000 | 183,646,000 | ||
Restricted cash | 20,564,000 | 13,760,000 | ||
Short-term investments | 520,877,000 | 0 | ||
Other assets | 44,037,000 | 15,363,000 | ||
Total assets | 11,333,368,000 | 9,739,712,000 | ||
Current liabilities | ||||
Debt, net | 4,122,264,000 | 4,785,756,000 | ||
Accrued interest | 14,184,000 | 21,595,000 | ||
Deferred financing liability | 73,600,000 | 73,600,000 | ||
Deferred revenue | 43,605,000 | 68,117,000 | ||
Dividends payable | 116,287,000 | 0 | ||
Other liabilities | 62,406,000 | 14,280,000 | ||
Deferred income taxes | 3,340,000 | 3,718,000 | ||
Total liabilities | 4,432,346,000 | 4,963,348,000 | ||
Commitments and Contingencies | ||||
Stockholders’ equity | ||||
Common stock, $0.01 par value, 700,000,000 shares authorized and 404,729,616 and 300,278,938 shares issued and outstanding at December 31, 2018 and December 31, 2017, respectively | 4,047,000 | 3,003,000 | ||
Preferred stock, $0.01 par value, 50,000,000 shares authorized and no shares outstanding at December 31, 2018 and 2017 | 0 | 0 | ||
Additional paid-in capital | 6,648,430,000 | 4,645,824,000 | ||
Accumulated other comprehensive loss | (22,124,000) | 0 | ||
Retained earnings | 187,096,000 | 42,662,000 | ||
Total VICI stockholders’ equity | 6,817,449,000 | 4,691,489,000 | ||
Non-controlling interests | 83,573,000 | 84,875,000 | ||
Total stockholders’ equity | 6,901,022,000 | 4,776,364,000 | $ 3,516,673,000 | |
Total liabilities and stockholders’ equity | $ 11,333,368,000 | $ 9,739,712,000 | ||
Caesars Entertainment Outdoor | ||||
Current assets | ||||
Cash | 111,000 | $ 920,000 | ||
Receivables, net | 269,000 | 77,000 | ||
Inventories | 480,000 | 371,000 | ||
Prepayments | 84,000 | 276,000 | ||
Total current assets | 944,000 | 1,644,000 | ||
Investments in direct financing leases, net | ||||
Property and equipment used in operations, net | 88,309,000 | 88,831,000 | ||
Cash and cash equivalents | 111,000 | 920,000 | ||
Total assets | 89,253,000 | 90,475,000 | ||
Current liabilities | ||||
Accounts payable | 272,000 | 305,000 | ||
Accrued expenses | 647,000 | 705,000 | ||
Current portion of long-term debt | 0 | 14,000 | ||
Total current liabilities | 919,000 | 1,024,000 | ||
Deferred income taxes | 4,944,000 | 5,043,000 | ||
Liabilities subject to compromise | 249,000 | 265,000 | ||
Total liabilities | 6,112,000 | 6,332,000 | ||
Commitments and Contingencies | ||||
Stockholders’ equity | ||||
Net investment | 83,091,000 | 84,091,000 | ||
Retained earnings | 50,000 | 52,000 | ||
Total VICI stockholders’ equity | 83,141,000 | 84,143,000 | ||
Total liabilities and stockholders’ equity | $ 89,253,000 | $ 90,475,000 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 2018 | Dec. 31, 2017 | Oct. 06, 2017 |
Statement of Financial Position [Abstract] | |||
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 | |
Common stock, shares authorized (in shares) | 700,000,000 | 700,000,000 | |
Common stock, shares issued (in shares) | 404,729,616 | 300,278,938 | 177,160,494 |
Common stock, shares outstanding (in shares) | 404,729,616 | 300,278,938 | |
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 | |
Preferred stock, shares authorized (in shares) | 50,000,000 | 50,000,000 | |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Dec. 31, 2017 | Oct. 05, 2017 | Dec. 31, 2018 | Dec. 31, 2016 | Dec. 31, 2015 | |
Revenues | |||||
Income from direct financing leases | $ 150,171 | $ 741,564 | |||
Income from operating leases | 11,529 | 47,972 | |||
Tenant reimbursement of property taxes | 19,558 | 81,240 | |||
Revenues | 187,609 | 897,977 | |||
Operating expenses | |||||
General and administrative | 9,939 | 24,429 | |||
Depreciation | 751 | 3,686 | |||
Property taxes | 19,558 | 81,810 | |||
Golf operations | 4,126 | 17,371 | |||
Loss on impairment | 0 | 12,334 | |||
Acquisition and transaction expenses | 9,039 | 393 | |||
Total operating expenses | 43,413 | 140,023 | |||
Operating income | 144,196 | 757,954 | |||
Interest expense | (63,354) | (212,663) | |||
Interest income | 282 | 11,307 | |||
Loss from extinguishment of debt | (38,488) | (23,040) | |||
Income before income taxes | 42,636 | 533,558 | |||
Income tax (expense) benefit | 1,901 | (1,441) | |||
Net income | 44,537 | 532,117 | |||
Less: Net income attributable to non-controlling interests | (1,875) | (8,498) | |||
Net income attributable to common stockholders | $ 42,662 | $ 523,619 | |||
Net income per common share | |||||
Basic (in dollars per share) | $ 0.19 | $ 1.43 | |||
Diluted (in dollars per share) | $ 0.19 | $ 1.43 | |||
Weighted average number of common shares outstanding | |||||
Basic (in shares) | 227,828,844 | 367,226,395 | |||
Diluted (in shares) | 227,985,455 | 367,316,901 | |||
Other comprehensive income | |||||
Net income attributable to common stockholders | $ 42,662 | $ 523,619 | |||
Unrealized loss on cash flow hedges | 0 | (22,124) | |||
Comprehensive income attributable to common stockholders | 42,662 | 501,495 | |||
Caesars Entertainment Outdoor | |||||
Operating expenses | |||||
General and administrative | $ 1,382 | $ 2,009 | $ 1,760 | ||
Depreciation | 2,445 | 3,030 | 2,882 | ||
Total operating expenses | 14,136 | 18,778 | 18,059 | ||
Operating income | 0 | 7 | 18 | ||
Interest expense | 0 | (7) | (18) | ||
Income before income taxes | 0 | 0 | 0 | ||
Income tax (expense) benefit | (2) | 0 | 3 | ||
Net income | (2) | 0 | 3 | ||
Net income attributable to common stockholders | (2) | 0 | 3 | ||
Other comprehensive income | |||||
Net income attributable to common stockholders | (2) | 0 | 3 | ||
Golf operations | |||||
Revenues | |||||
Revenues | $ 6,351 | $ 27,201 | |||
Golf operations | Caesars Entertainment Outdoor | |||||
Operating expenses | |||||
Golf operations | 5,204 | 7,082 | 6,767 | ||
Food and beverage | Caesars Entertainment Outdoor | |||||
Operating expenses | |||||
Golf operations | 1,144 | 1,828 | 1,936 | ||
Retail and other | Caesars Entertainment Outdoor | |||||
Operating expenses | |||||
Golf operations | 1,066 | 1,691 | 1,581 | ||
Property costs | Caesars Entertainment Outdoor | |||||
Operating expenses | |||||
Golf operations | $ 2,895 | $ 3,138 | $ 3,133 |
CONSOLIDATED STATEMENT OF OPERA
CONSOLIDATED STATEMENT OF OPERATIONS (Parenthetical) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | |
Oct. 05, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Caesars Entertainment Outdoor | |||
Revenue from related parties | $ 5,685 | $ 6,353 | $ 5,146 |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) $ in Thousands | Total | Total VICI Stockholders’ Equity | Common Stock | Preferred Stock | Additional paid-in capital | Accumulated Other Comprehensive Loss | Retained Earnings | Non-controlling Interests | Caesars Entertainment Outdoor | Caesars Entertainment OutdoorNet Investment | Caesars Entertainment OutdoorRetained Earnings | IPO | IPOTotal VICI Stockholders’ Equity | IPOCommon Stock | IPOAdditional paid-in capital | Follow-On Offering | Follow-On OfferingTotal VICI Stockholders’ Equity | Follow-On OfferingCommon Stock | Follow-On OfferingAdditional paid-in capital |
Beginning balance attributable to parent at Dec. 31, 2014 | $ 87,353 | $ 87,304 | $ 49 | ||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||||
Net Income attributable to NCI | 3 | ||||||||||||||||||
Net income | 3 | 0 | 3 | ||||||||||||||||
Transactions with parent, net | (1,981) | (1,981) | 0 | ||||||||||||||||
Ending balance attributable to parent at Dec. 31, 2015 | 85,375 | 85,323 | 52 | ||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||||
Net Income attributable to NCI | 0 | ||||||||||||||||||
Net income | 0 | 0 | 0 | ||||||||||||||||
Transactions with parent, net | (1,232) | (1,232) | 0 | ||||||||||||||||
Ending balance attributable to parent at Dec. 31, 2016 | 84,143 | 84,091 | 52 | ||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||||
Net Income attributable to NCI | (2) | ||||||||||||||||||
Net income | (2) | 0 | (2) | ||||||||||||||||
Transactions with parent, net | (1,000) | (1,000) | 0 | ||||||||||||||||
Ending balance attributable to NCI at Oct. 05, 2017 | $ 3,516,673 | $ 3,433,673 | $ 1,772 | $ 120 | $ 3,431,781 | $ 0 | $ 0 | $ 83,000 | |||||||||||
Ending balance attributable to parent at Oct. 05, 2017 | 83,141 | 83,091 | 50 | ||||||||||||||||
Beginning balance attributable to parent at Dec. 31, 2016 | 84,143 | 84,091 | 52 | ||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||||
Mandatory debt conversion | (250,000) | ||||||||||||||||||
Ending balance attributable to NCI at Dec. 31, 2017 | 4,776,364 | 4,691,489 | 3,003 | 0 | 4,645,824 | 0 | 42,662 | 84,875 | |||||||||||
Ending balance attributable to parent at Dec. 31, 2017 | 4,691,489 | ||||||||||||||||||
Beginning balance attributable to NCI at Oct. 05, 2017 | 3,516,673 | 3,433,673 | 1,772 | 120 | 3,431,781 | 0 | 0 | 83,000 | |||||||||||
Beginning balance attributable to parent at Oct. 05, 2017 | $ 83,141 | $ 83,091 | $ 50 | ||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||||
Net Income attributable to NCI | 44,537 | 42,662 | 42,662 | 1,875 | |||||||||||||||
Net income | 42,662 | ||||||||||||||||||
Transactions with parent, net | 0 | ||||||||||||||||||
Preferred stock conversion | 0 | 514 | (120) | (394) | |||||||||||||||
Mandatory debt conversion | 249,987 | 249,987 | 176 | 249,811 | |||||||||||||||
Aggregate offering value of shares | 963,782 | 963,782 | 541 | 963,241 | |||||||||||||||
Share-based compensation | 1,385 | 1,385 | 1,385 | ||||||||||||||||
Unrealized loss on cash flow hedges | 0 | ||||||||||||||||||
Ending balance attributable to NCI at Dec. 31, 2017 | 4,776,364 | 4,691,489 | 3,003 | 0 | 4,645,824 | 0 | 42,662 | 84,875 | |||||||||||
Ending balance attributable to parent at Dec. 31, 2017 | 4,691,489 | ||||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||||
Net Income attributable to NCI | 532,117 | 523,619 | 523,619 | 8,498 | |||||||||||||||
Net income | 523,619 | ||||||||||||||||||
Transactions with parent, net | (116,503) | ||||||||||||||||||
Aggregate offering value of shares | $ 1,307,119 | $ 1,307,119 | $ 695 | $ 1,306,424 | $ 694,189 | $ 694,189 | $ 345 | $ 693,844 | |||||||||||
Share-based compensation | 2,342 | 2,342 | 4 | 2,338 | |||||||||||||||
Distributions to non-controlling interests | (9,800) | (9,800) | |||||||||||||||||
Dividends declared | (379,185) | (379,185) | (379,185) | ||||||||||||||||
Unrealized loss on cash flow hedges | (22,124) | (22,124) | (22,124) | ||||||||||||||||
Ending balance attributable to NCI at Dec. 31, 2018 | 6,901,022 | $ 6,817,449 | $ 4,047 | $ 0 | $ 6,648,430 | $ (22,124) | $ 187,096 | $ 83,573 | |||||||||||
Ending balance attributable to parent at Dec. 31, 2018 | $ 6,817,449 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Dec. 31, 2017 | Oct. 05, 2017 | Dec. 31, 2018 | Dec. 31, 2016 | Dec. 31, 2015 | |
Cash flows from operating activities | |||||
Net Income attributable to NCI | $ 44,537 | $ 532,117 | |||
Adjustments to reconcile net income to cash flows provided by operating activities: | |||||
Direct financing lease adjustments | (8,443) | (45,404) | |||
Stock-based compensation | 1,385 | 2,342 | |||
Depreciation | 751 | 3,686 | |||
Amortization of debt issuance costs and original issue discount | 156 | 5,976 | |||
Loss on impairment | 0 | 12,334 | |||
Loss on extinguishment of debt | 38,488 | 23,040 | |||
Deferred income taxes | (1,912) | (348) | |||
Change in operating assets and liabilities: | |||||
Other assets | (7,159) | $ 0 | (22,945) | ||
Accrued interest | 21,595 | (7,411) | |||
Deferred revenue | 68,081 | (24,512) | |||
Other liabilities | 10,449 | 25,207 | |||
Net cash provided by operating activities | 129,440 | 504,082 | |||
Cash flows from investing activities | |||||
Investments in direct financing leases | (1,136,200) | (771,507) | |||
Capitalized transaction costs | 0 | (6,780) | |||
Lease modification fee | 0 | 159,000 | |||
Investments in short-term investments | 0 | (942,311) | |||
Maturities of short-term investments | 0 | 421,434 | |||
Proceeds from sale of land | 0 | 186 | |||
Acquisition of property and equipment, net of change in related payables | (51) | (899) | |||
Net cash used in investing activities | (1,136,251) | (1,140,877) | |||
Cash flows from financing activities | |||||
Proceeds from initial public offering of common stock | 0 | 1,307,119 | |||
Proceeds from follow-on offering of common stock | 0 | 694,374 | |||
Proceeds from private placement of common stock | 963,782 | 0 | |||
Proceeds from debt | 298,000 | 0 | |||
Debt issuance costs | (31,501) | (1,117) | |||
Proceeds from unrecognized sale of real estate | 73,600 | 0 | |||
Mandatory debt conversion costs | (13) | 0 | |||
Distributions to non-controlling interests | 0 | (9,800) | |||
Dividends paid | 0 | (262,682) | |||
Net cash provided by financing activities | 1,148,446 | 1,037,836 | |||
Net increase in cash, cash equivalents and restricted cash | 141,635 | 401,041 | |||
Cash, cash equivalents and restricted cash, beginning of period | 55,771 | 197,406 | |||
Cash, cash equivalents and restricted cash, end of period | 197,406 | 55,771 | 598,447 | ||
Cash and cash equivalents, beginning of period | 183,646 | ||||
Cash and cash equivalents, end of period | 183,646 | 577,883 | |||
Supplemental cash flow information: | |||||
Cash paid for interest | 36,779 | 213,309 | |||
Cash paid for income taxes | 0 | 1,375 | |||
Supplemental non-cash investing and financing activity: | |||||
Dividends declared, not paid | 0 | 116,503 | |||
Transfer of investments in operating leases to land | 0 | 22,189 | |||
Transfer of investments in direct financing leases to investments in operating leases | 0 | 10,967 | |||
Changes in accruals for additions to deferred transaction costs | 0 | 742 | |||
Caesars Entertainment Outdoor | |||||
Cash flows from operating activities | |||||
Net Income attributable to NCI | (2) | $ 0 | $ 3 | ||
Adjustments to reconcile net income to cash flows provided by operating activities: | |||||
Depreciation | 2,445 | 3,030 | 2,882 | ||
Net gain on asset sales | 0 | 0 | (38) | ||
Deferred income taxes | (99) | (111) | (101) | ||
Provisions for (recoveries of) bad debt | 12 | (10) | 31 | ||
Change in operating assets and liabilities: | |||||
Receivables | (203) | 116 | (137) | ||
Other assets | 12 | 69 | |||
Inventories | (109) | 71 | (5) | ||
Prepayments | 192 | (223) | 6 | ||
Accounts payable | (49) | (39) | 52 | ||
Accrued expenses | (58) | (125) | 126 | ||
Net cash provided by operating activities | 2,129 | 2,721 | 2,888 | ||
Cash flows from investing activities | |||||
Proceeds from sale of assets | 0 | 0 | 66 | ||
Acquisition of property and equipment, net of change in related payables | (1,924) | (869) | (798) | ||
Net cash used in investing activities | (1,924) | (869) | (732) | ||
Cash flows from financing activities | |||||
Repayments for capital leases | (14) | (51) | (45) | ||
Transactions with parent, net | (1,000) | (1,232) | (1,981) | ||
Net cash provided by financing activities | (1,014) | (1,283) | (2,026) | ||
Net increase (decrease) in cash and cash equivalents | (809) | 569 | 130 | ||
Cash and cash equivalents, beginning of period | 111 | 920 | 351 | 221 | |
Cash and cash equivalents, end of period | 111 | 920 | 351 | ||
Supplemental cash flow information: | |||||
Cash paid for interest | 0 | 7 | 18 | ||
Supplemental non-cash investing and financing activity: | |||||
Dividends declared, not paid | $ 1,000 | $ 1,232 | $ 1,981 | ||
Revolving Credit Facility | |||||
Cash flows from financing activities | |||||
Payment of debt | 0 | (300,000) | |||
Term Loan B Facility | |||||
Cash flows from financing activities | |||||
Payment of debt | 0 | (100,000) | |||
Proceeds from debt | 2,194,686 | 0 | |||
Second Lien Notes | |||||
Cash flows from financing activities | |||||
Payment of debt | 0 | (290,058) | |||
Prior Term Loan | |||||
Cash flows from financing activities | |||||
Payment of debt | (1,638,387) | 0 | |||
Prior First Lien Notes | |||||
Cash flows from financing activities | |||||
Payment of debt | (311,721) | 0 | |||
Mezzanine Debt | |||||
Cash flows from financing activities | |||||
Payment of debt | $ (400,000) | $ 0 |
Business and Organization and B
Business and Organization and Basis of Presentation | 12 Months Ended |
Dec. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Line Items] | |
Business and Organization and Basis of Presentation | In this Annual Report on Form 10-K, the words ”VICI,” the “Company,” “we,” “our,” and “us” refer to VICI Properties Inc. and its subsidiaries, on a consolidated basis, unless otherwise stated or the context requires otherwise. We refer to (i) our Consolidated Financial Statements as our “Financial Statements,” (ii) our Consolidated Balance Sheets as our “Balance Sheet,” (iii) our Consolidated Statements of Operations and Comprehensive Income as our “Statement of Operations,” and (iv) our Consolidated Statement of Cash Flows as our “Statement of Cash Flows.” References to numbered “Notes” refer to the Notes to our Consolidated Financial Statements. “Caesars” refers to Caesars Entertainment Corporation, a Delaware corporation, and its subsidiaries. “Caesars Entertainment Outdoor” refers to the historical operations of the golf courses that were transferred from CEOC to VICI Golf on the Formation Date. “Caesars Lease Agreements” refer collectively to the CPLV Lease Agreement, the Non-CPLV Lease Agreement, the Joliet Lease Agreement and the HLV Lease Agreement, unless the context otherwise requires. “CEOC” refers to Caesars Entertainment Operating Company, Inc., a Delaware corporation, and its subsidiaries, prior to the Formation Date, and following the Formation Date, CEOC, LLC, a Delaware limited liability company and its subsidiaries. CEOC is a subsidiary of Caesars. “CPLV CMBS Debt” refers to $1.55 billion of asset-level real estate mortgage financing of Caesars Palace Las Vegas, incurred by a subsidiary of the Operating Partnership on October 6, 2017. “CPLV Lease Agreement” refers to the lease agreement for Caesars Palace Las Vegas, as amended from time to time. “CRC” refers to Caesars Resort Collection, LLC, a Delaware limited liability company which is a subsidiary of Caesars. “Eastside Property” refers to 18.4 acres of property located in Las Vegas, Nevada, east of Harrah’s Las Vegas that we sold to Caesars in December, 2017. “Formation Date” refers to October 6, 2017. “Formation Lease Agreements” refers to the CPLV Lease Agreement, the Joliet Lease Agreement and the Non-CPLV Lease Agreement, collectively. “Greektown” refers to the real estate assets associated with the Greektown Casino-Hotel, located in Detroit, Michigan. On November 13, 2018, we entered into definitive agreements to acquire all of the land and real estate assets associated with Greektown, “HLV Lease Agreement” refers to the lease agreement for the Harrah’s Las Vegas facilities, as amended from time to time. “Joliet Lease Agreement” refers to the lease agreement for the facilities in Joliet, Illinois, as amended from time to time. “Lease Agreements” refer collectively to the Caesars Lease Agreements and the Margaritaville Lease Agreement, unless the context otherwise requires. “Margaritaville Lease Agreement” refers to the lease agreement for Margaritaville Resort Casino. “Margaritaville Resort Casino” refers to the real estate of Margaritaville Resort Casino, located in Bossier City, Louisiana, which we purchased on January 2, 2019. “Non-CPLV Lease Agreement” refers to the lease agreement for regional properties other than the facilities in Joliet, Illinois, as amended from time to time. The “Operating Partnership” refers to VICI Properties L.P., a Delaware limited partnership and a wholly owned subsidiary of VICI. “Penn National” refers to Penn National Gaming, Inc. and its subsidiaries. “Revolving Credit Facility” refers to the five-year first lien revolving credit facility entered into by VICI PropCo in December 2017. “Second Lien Notes” refers to $766.9 million aggregate principal amount of 8.0% second priority senior secured notes due 2023 issued by a subsidiary of the Operating Partnership in October 2017, of which approximately $498.5 million aggregate principal amount remains outstanding. “Term Loan B Facility” refers to the seven-year senior secured first lien term loan B facility entered into by VICI PropCo in December 2017. “VICI Golf” refers to VICI Golf LLC, a Delaware limited liability company that is the owner and operator of the Caesars Entertainment Outdoor business. “VICI PropCo” or “PropCo” refers to VICI Properties 1 LLC, a Delaware limited liability company and an indirect wholly-owned subsidiary of VICI. Note 1 — Business and Organization We are a Maryland corporation that is primarily engaged in the business of owning and acquiring gaming, hospitality and entertainment destinations, subject to long-term triple net leases. Our national, geographically diverse portfolio consists of 21 market-leading properties, including Caesars Palace Las Vegas and Harrah’s Las Vegas. As of December 31, 2018, we leased all of our properties to subsidiaries of Caesars; however, following our acquisition of Margaritaville Resort Casino on January 2, 2019, we lease such property to Penn National. We also own and operate four championship golf courses located near certain of our properties. We were created to hold certain real estate assets owned by CEOC, upon CEOC’s emergence from bankruptcy. Pursuant to CEOC’s Plan of Reorganization, on Formation Date, the historical business of CEOC was separated by means of a spin-off transaction whereby the real property assets (“Formation Properties”) of CEOC and certain of its subsidiaries, including four golf course businesses, were transferred to us through a series of transactions. Following the Formation Date, we are a stand-alone entity that was initially owned by certain former creditors of CEOC. |
Caesars Entertainment Outdoor | |
Organization, Consolidation and Presentation of Financial Statements [Line Items] | |
Business and Organization and Basis of Presentation | In these notes, the words “Caesars Entertainment Outdoor,” “Business,” “Outdoor Business,” “we,” “our,” and “us” refer to the business and operation of the golf courses listed in Note 1 that were wholly owned by Caesars Entertainment Operating Company, Inc. through October 5, 2017 . “CEOC” refers to the Caesars Entertainment Operating Company, Inc. “CEC”, “Caesars” and “Caesars Entertainment” refer to Caesars Entertainment Corporation. On October 6, 2017 (the “Formation Date”), CEOC merged with and into CEOC LLC, a Delaware limited liability company (“New CEOC”) with New CEOC surviving the merger. We also refer to (i) our Combined Financial Statements as our “Financial Statements,” (ii) our Combined Statements of Operations as our “Statements of Operations,” and (iii) our Combined Balance Sheets as our “Balance Sheets.” Note 1 — Business and Basis of Presentation Organization Prior to the Formation 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 Formation Date. CEOC’s plan of reorganization (the “Plan”) was confirmed by the Bankruptcy Court on January 17, 2017. Transfer of Operations and Assets to VICI On the Formation Date, pursuant to the Bankruptcy Plan, subsidiaries of CEOC contributed the ownership of the Business to VICI Properties Inc. (“VICI”). Following the Formation, the assets, liabilities and operations of the Business are now included in VICI Golf LLC (“VICI Golf”), a Delaware limited-liability company. VICI Golf is a wholly-owned subsidiary of VICI. VICI is a separate entity initially owned by certain former creditors of CEOC. In addition, on the Formation Date, subsidiaries of VICI Golf, 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, $3.0 million in annual use fees and minimum rounds fees of at least $1.1 million . 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. Basis of Presentation The Business’ Financial Statements were prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) and with the applicable rules and regulations of the Securities and Exchange Commission (“SEC”). The 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. Actual amounts could differ from those estimates. Golf revenue from CEOC and Caesars' affiliates includes reimbursement for below market-rate golf tee times and free play for certain casino guests. Variable golf fees provided by CEOC and Caesars affiliates are based on revenue shortfalls necessary to cover the cost of maintaining the courses in appropriate playing conditions 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 its gaming customers. These reimbursements and adjustments are included in golf revenue in the Statements of Operations. Each of the golf courses represents a separate operating segment and we aggregate all such operations into one reportable segment. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2018 | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Basis of Presentation The accompanying consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information set forth in the Accounting Standards Codification (“ASC”), as published by the Financial Accounting Standards Board (“FASB”), and with the applicable rules and regulations of the Securities and Exchange Commission (“SEC”). On the Formation Date, upon CEOC’s emergence from bankruptcy, we adopted fresh-start reporting in accordance with provisions of ASC 852, “Reorganizations” (“ASC 852”). In the application of fresh start accounting, we allocated 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 under ASC 805, “Business Combinations” (“ASC 805”). Principles of Consolidation and Non-controlling Interest The accompanying consolidated Financial Statements include our accounts and the accounts of our Operating Partnership, and the subsidiaries in which we or our Operating Partnership has a controlling interest, which includes a single variable interest entity (“VIE”) where we are the primary beneficiary. All intercompany accounts and transactions have been eliminated in consolidation. We consolidate all subsidiaries in which we have a controlling financial interest and VIEs for which we or one of our consolidated subsidiaries is the primary beneficiary. We present non-controlling interest and classify such interest as a component of consolidated stockholders’ equity, separate from VICI stockholders’ equity. Our non-controlling interest represents a 20% third-party ownership of Harrah’s Joliet LandCo LLC, the entity that owns the Harrah’s Joliet facility and is the lessor under the related Joliet Lease Agreement. Use of Estimates The preparation of financial statements in conformity with GAAP requires us to make estimates and assumptions. These estimates and assumptions affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the Financial Statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from these estimates. Reportable Segments Our real property business and our golf course business represent two reportable segments. The real property business segment consists of leased real property and represents the substantial majority of our business. The golf course business segment consists of four golf courses, each of which is an operating segment and is aggregated into one reportable segment. Corporate and overhead costs are allocated to reportable segments based upon revenue or headcount. Management believes that the assumptions and methodologies used in the allocation of such expenses are reasonable. Cash, Cash Equivalents, and Restricted Cash Cash consists of cash-on-hand and cash-in-bank. Any investments with an original maturity of three months or less from the date of purchase are considered cash equivalents and are stated at the lower of cost or market value. Investments with an original maturity of greater than three months and less than one year from the date of purchase are considered short-term investments and are stated at fair value. As of December 31, 2018, restricted cash was primarily comprised of funds paid by us into a restricted account for a lender required FF&E replacement reserve. Pursuant to the amended CMBS Loan Agreement we are required to fund into escrow certain amounts to be used for FF&E replacement should Caesars vacate the property and remove the furniture, fixtures and equipment upon exit. As of December 31, 2017, restricted cash was comprised of funds paid monthly by Caesars for the CPLV rent that are held in a restricted cash management account for the purpose of funding debt service or impositions related to CPLV debt issued by us. Once all debt service and impositions are paid out of restricted cash, the remaining funds are returned to our unrestricted operating account. The following table provides a reconciliation of cash, cash equivalents and restricted cash reported on the Balance Sheet to the total of the same such amounts presented in the Statement of Cash Flows. (In thousands) December 31, 2018 December 31, 2017 Cash and cash equivalents $ 577,883 $ 183,646 Restricted cash 20,564 13,760 Total cash, cash equivalents and restricted cash shown in the Statement of Cash Flows $ 598,447 $ 197,406 Short-Term Investments We generally invest our excess cash in short-term investment grade commercial paper as well as discount notes issued by government-sponsored enterprises including the Federal Home Loan Mortgage Corporation and certain of the Federal Home Loan Banks. These investments generally have original maturities between 91 and 120 days and are accounted for as available for sale securities. As of December 31, 2018 , we had $520.9 million of short-term investments. We did no t have any short-term investments as of December 31, 2017. Investments in Direct Financing and Operating Leases Upon lease inception, we assess lease classification under ASC 840 “Leases” (“ASC 840”) to determine if the lease should be classified as capital or operating. If a lease is determined to be a capital lease, we further assess if it is a direct financing or sales-type lease as defined in ASC 840. For leases determined to be direct financing capital leases, upon execution of the lease transaction, the asset is classified to Investments in direct financing leases, net. For direct financing leases where the land represents greater than 25% of the fair value of the underlying asset, the land and building components of the lease are bifurcated and separately assessed for classification. We have determined that all of our leases meet the definition of direct financing leases under ASC 840, with the exception of the land component of our investment in Caesars Palace Las Vegas and certain parcels of land contained in the Non-CPLV Lease Agreement. We recognize the related income from our direct financing leases on an effective interest basis at a constant rate of return over the terms of the applicable leases. As a result, the cash payments accounted for under direct financing leases will not equal income from direct financing leases. Rather, a portion of the cash rent we receive is recorded as Income from direct financing leases in our Statement of Operations and a portion is recorded as a change to the Investments in direct financing leases, net. Initial direct costs incurred in connection with direct financing lease transactions are included in the balance of Investments in direct financing leases, net. Such amounts will be recognized as a reduction to Income from direct financing leases over the life of the lease using the effective interest method. Under the operating lease model, as the lessor, at lease inception the land is recorded as Investments in operating leases in our Balance Sheet and we record income from operating leases on a straight-line basis over the lease term. The amount of annual minimum lease payments attributable to the land element after deducting executory costs, including any profit thereon, is determined by applying the lessee’s incremental borrowing rate to the value of the land. We record this lease income as Income from operating leases in our Statement of Operations. Investments in Land Vacant, Non-Operating Land On the Formation Date, CEOC transferred certain vacant, non-operating land parcels to us, which are subject to the provisions of the Non-CPLV Lease Agreement. The Non-CPLV Lease Agreement allows for the sale of these vacant, non-operating land parcels without Caesars’ consent since they are specifically identified as de minimis to the operations of Caesars. A ll of the land parcels are located outside of Las Vegas and none of the land parcels are a component of the operations of our regional property portfolio. In the 2018 we reclassified the remaining $22.2 million carrying value of the vacant, non-operating land from Investments in operating leases to Land. Eastside Property In 2017, we sold certain land parcels known as the Eastside Property to Caesars for a sales price of $73.6 million . It was determined that the transaction does not meet the requirements of a completed sale for accounting purposes due to a put/call option on the land parcels and a convention center currently in process of being constructed (“Caesars Forum Convention Center”). The amount of $ 73.6 million is presented as Land with a corresponding amount of $73.6 million recorded as Deferred financing liability in our Consolidated Balance Sheet. Property and Equipment Used in Operations Property and equipment used in operations represents assets for VICI Golf, our golf operations, and were recorded at fair value of $75.0 million at the Formation Date. 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. Additions to property used in operations are stated at cost. We capitalize the costs of improvements that extend the life of the asset and 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: Depreciable land improvements 2-50 years Building and improvements 5-25 years Furniture and equipment 2-5 years Impairment We assess our real estate portfolio and property and equipment used in operations for impairment on a quarterly basis or whenever certain events or changes in circumstances indicate a possible impairment of the carrying value of the asset. Events or circumstances that may occur include changes in management’s intended holding period or potential sale to a third party, significant changes in real estate market conditions or tenant financial difficulties resulting in non-payment of the lease. Impairments are measured as the amount by which the current book value of the asset exceeds the estimated fair value of the asset. With respect to estimated expected future cash flows for determining whether an asset is impaired, assets are grouped at the lowest level of identifiable cash flows. If and when an investment in direct financing leases is identified for impairment evaluation, we will apply the guidance in both ASC 310, “Receivables” (“ASC 310”) and ASC 360 “Property, Plant and Equipment” (“ASC 360”). Under ASC 310, the lease receivable portion of the net investment in direct financing lease is identified for impairment when it becomes probable that we will be unable to collect all rental payments associated with our investment in direct financing leases. Under ASC 360, the residual value portion of the net investment in direct financing leases is monitored for impairment under the same method we apply to real estate investments. Tenant Reimbursement of Property Taxes Real estate taxes paid directly by our tenants to taxing authorities are recorded gross on our Balance Sheets and Income Statements, as we have concluded we are the primary obligor. Such amounts are presented as revenues from tenant reimbursement of property taxes with a corresponding and offsetting property tax expense. Upon adoption of ASC 842, “Leases” (“ASC 842”) in the first quarter of 2019, we believe such amounts will be presented net, as the tenants pay the real estate taxes directly to the applicable taxing authority. Refer to Note 3 - Recently Issued Accounting Pronouncements for further details. Revenue from Golf Operations On the Formation Date, subsidiaries of VICI Golf 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 currently comprised of a $10.2 million annual membership fee, $3.1 million of use fees and approximately $1.2 million of 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. Revenue from the Golf Course Use Agreement is recognized in accordance with ASC 606, “Revenue From Contracts With Customers”. Additional revenues from golf course operations, food and beverage and merchandise sales are recognized at the time of sale or when the service is provided and are reported net of sales tax. Golf memberships sold to individuals are not refundable and are deferred and recognized within golf revenue in the Statements of Operations over the expected life of an active membership, which is typically one year or less. Fair Value Measurements We measure the fair value of financial instruments based on assumptions that market participants would use in pricing the asset or liability. As a basis for considering market participant assumptions in fair value measurements, a fair value hierarchy distinguishes between market participant assumptions based on market data obtained from sources independent of the reporting entity and the reporting entity’s own assumptions about market participant assumptions. In accordance with the fair value hierarchy, Level 1 assets/liabilities are valued based on quoted prices for identical instruments in active markets, Level 2 assets/liabilities are valued based on quoted prices in active markets for similar instruments, on quoted prices in less active or inactive markets, or on other “observable” market inputs and Level 3 assets/liabilities are valued based significantly on “unobservable” market inputs. Refer to Note 11 - Fair Value for further information. Derivative Financial Instruments We record our derivative financial instruments as either Other assets or Other liabilities on our Balance Sheet at fair value. The accounting for changes in the fair value of derivatives depends on the intended use of the derivative, whether we elected to designate a derivative in a hedging relationship and apply hedge accounting and whether the hedging relationship has satisfied the criteria necessary to apply hedge accounting. Derivatives designated and qualifying as a hedge of the exposure to variability in expected future cash flows are considered cash flow hedges. We formally document our hedge relationships and designation at the contract’s inception. This documentation includes the identification of the hedging instruments and the hedged items, its risk management objectives, strategy for undertaking the hedge transaction and our evaluation of the effectiveness of its hedged transaction. On a quarterly basis, we also assess whether the derivative we designated in each hedging relationship is expected to be, and has been, highly effective in offsetting changes in the value or cash flows of the hedged items. If it is determined that a derivative is not highly effective at hedging the designated exposure, hedge accounting is discontinued and the changes in fair value of the instrument are included in net income prospectively. If the hedge relationship is terminated, then the value of the derivative is recorded in Accumulated other comprehensive income and recognized in earnings when the cash flows that were hedged affect earnings. Changes in the fair value of our derivative instruments that qualify as hedges are reported as a component of Accumulated other comprehensive income on our consolidated financial statements. We use derivative instruments to mitigate the effects of interest rate volatility inherent in our variable rate debt, which could unfavorably impact our future earnings and forecasted cash flows. We do not use derivative instruments for speculative or trading purposes. Income Taxes-REIT Qualification We have elected to be taxed as a REIT for U.S. Federal income tax purposes commencing with our taxable year ended December 31, 2017. 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 stockholders, 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 stockholders. If we fail to qualify as a REIT in any taxable year, we will be subject to U.S. federal income tax on our taxable income at regular corporate income tax rates, and distributions paid to our stockholders would not be deductible by us in computing taxable income. Additionally, 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 stockholders. 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. The TRS operations (represented by the four golf course businesses) are able to engage in activities resulting in income that would not be qualifying income for a REIT. As a result, certain activities of the Company which occur within its TRS operations are subject to federal and state income taxes. The provision for income taxes includes current and deferred portions. The current income tax provision differs from the amount of income tax currently payable because of temporary differences in the recognition of certain income and expense items between financial reporting and income tax reporting. We use the asset and liability method to provide for income taxes, which requires that our income tax expense reflect the expected future tax consequences of temporary differences between the carrying amounts of assets or liabilities for financial reporting versus income tax purposes. Accordingly, a deferred tax asset or liability for each temporary difference is determined based on enacted tax rates that we expect to be in effect when the underlying items of income and expense are realized and the differences reverse. We recognize any interest and penalties, as incurred, in general and administrative expenses in our Statement of Operations. Debt Issuance Costs Debt issuance costs are deferred and amortized to interest expense over the contractual term of the underlying indebtedness. We present unamortized deferred financing costs as a direct deduction from the carrying amount of the associated debt liability. Acquisition and Transaction Expenses Dead deal costs and other transaction and acquisition related expenses which are not capitalizable under GAAP are expensed in the period they occur. Stock-Based Compensation We account for stock-based compensation under ASC 718, Compensation - Stock Compensation (“ASC 718”), which requires us to expense the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award. This expense is recognized ratably over the requisite service period following the date of grant. For non-vested share awards that vest over a predetermined time period, we use the 10 -day volume weighted average price using the 10 trading days ending on the grant date. For non-vested share awards that vest based on market conditions, we use a Monte Carlo simulation (risk-neutral approach) to determine the value of each tranche. The unrecognized compensation relating to awards under our stock incentive plan will be amortized to general and administrative expense over the awards’ remaining vesting periods. Vesting periods for award of equity instruments range from zero to four years. See Note 15 — Stock-Based Compensation for further information related to the stock-based compensation. Earnings Per Share Earnings per share (”EPS”) is calculated in accordance with ASC 260, “Earnings Per Share”. Basic EPS is computed by dividing net income applicable to common stockholders by the weighted-average number of shares of common stock outstanding during the period. Diluted EPS reflects the additional dilution for all potentially-dilutive securities including those from our stock incentive plan. See Note 14 — Earnings Per Share for the detailed EPS calculation. Underwriting Commissions and Offering Costs Underwriting commissions and offering costs incurred in connection with common stock offerings are reflected as a reduction of additional paid-in capital. Costs incurred that are not directly associated with the completion of a common stock offering are expensed when incurred. Concentrations of Credit Risk As of December 31, 2018, all of our real estate holdings (other than VICI Golf) are currently leased by us to CEOC or other affiliates of Caesars, and most of our revenues are derived from the Lease Agreements that we have with CEOC or other affiliates of Caesars. Additionally, our properties on the Las Vegas Strip generated approximately 36% of our lease revenue for the year ended December 31, 2018. Other than having a single tenant from which we will derive most of our revenue and our concentration in the Las Vegas market, we do not believe there are any other significant concentrations of credit risk. On November 13, 2018, we entered into definitive agreements to acquire from affiliates of JACK Entertainment LLC all of the land and real estate assets associated with Greektown located in Detroit, Michigan, for $700.0 million in cash, and an affiliate of Penn National has agreed to acquire the operating assets of Greektown for $300.0 million in cash (together, the “Greektown Acquisition”). Additionally, on January 2, 2019 we completed the previously disclosed transaction to acquire the Margaritaville Resort Casino |
Caesars Entertainment Outdoor | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |
Summary of Significant Accounting Policies | Note 2 — Summary of Significant Accounting Policies Cash Cash consists of cash-on-hand and cash-in-bank. Receivables Accounts receivable are non-interest bearing and are initially recorded at cost. They include amounts for sponsorship and other golf tournament fees, amounts due for hosted private events, and amounts due from credit card clearing activities. The allowance for doubtful accounts is established and maintained based on our best estimate of accounts receivable collectability. Management estimates collectability by specifically analyzing accounts receivable aging, known troubled accounts and other historical factors that affect collections. Accounts are written off when management deems the account to be uncollectible. Recoveries of accounts previously written off are recorded into income when received. Trade receivables are due within one year or less and approximates fair value. Allowance for Doubtful Accounts (In thousands) 2017 2016 2015 Balance as of January 1, $ 7 $ 19 $ 1 Charges (credits) to income 12 (10 ) 31 Write-offs less recoveries (11 ) (2 ) (13 ) Balance as of October 5, 2017; December 31, 2016; and December 31, 2015, respectively $ 8 $ 7 $ 19 Inventory Inventory, which consists primarily of food and beverages and merchandise held for resale, is stated at the lower of cost or market. Losses on obsolete or excess inventory are not material. Long-Lived Assets The Business has significant capital invested in 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 the financial results and whether a gain or loss should be recognized on the disposal of an asset. Lives assigned to the assets are based on standard policy, established by management as representative of the useful life of each category of asset. The carrying value of our long-lived assets is reviewed whenever events and circumstances indicate the carrying value of an asset may not be recoverable from the estimated future cash flows expected to result from its use and eventual disposition. The factors considered by management in performing this assessment may include current operating results, trends, prospects, as well as the effect of demand, competition, and other economic, legal, and regulatory factors. In estimating expected future cash flows for determining whether an asset is impaired, assets are grouped at the lowest level of identifiable cash flows, which in this case, is the four golf courses combined together as an asset group. These analyses are sensitive to management assumptions and the estimates of the obsolescence factors. Changes in these assumptions and estimates could have a material impact on the analyses and the Financial Statements. For the period from January 1, 2017 to October 5, 2017 and the years ended December 31, 2016 and 2015 , no impairment of long-lived assets was recorded. Additions to property and equipment are stated at cost. Costs of improvements that extend the life of the asset are capitalized. Maintenance and repair costs are expensed as incurred. Gains or losses on the dispositions of property and equipment are recognized in the period of disposal. With respect to golf course improvements (included in land improvements), only costs associated with original construction, complete replacements of items such as tee boxes and putting greens, or the addition of new trees, sand traps, fairways or putting greens are capitalized. All other related costs are expensed as incurred. For building improvements, only costs that extend the useful life of the building are capitalized. Certain land improvements include site preparations that prepare land for its intended use as a golf course. Like the land itself, these improvements are inexhaustible and therefore not depreciated. Examples include excavation, filling, grading and preparation of fairways and roughs. Depreciable land improvements are defined as improvements made to land that have determinable estimated useful lives and deteriorate with use or passage of time. These improvements were built or installed to enhance or facilitate the use of the land for a particular purpose. Depreciable land improvements associated with the golf courses include greens, bunkers, tee boxes, cart paths, fences and gates, landscaping and sprinkler systems. 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: Useful Lives Land improvements 12-60 years Buildings and leasehold improvements 40 years Building improvements 5-15 years Furniture, fixtures, and equipment 2-10 years Leasehold improvements are amortized over the shorter of the term of the respective lease or their useful life using the straight-line method. Liabilities Subject to Compromise Under bankruptcy law, actions by creditors to collect amounts owed prior to the Petition Date are stayed and certain other prepetition contractual obligations may not be enforced against the companies that own the Business. Substantially all liabilities of the Debtors as of the Petition Date, except those paid under certain first day motions filed with the Bankruptcy Court, have been classified as liabilities subject to compromise in the Balance Sheets. Liabilities subject to compromise, including claims that became known after the bankruptcy petition was filed, are reported using our best estimates of the expected amount of the total allowed claim. Revenue Recognition Revenues from golf course operations, food and beverage and merchandise sales are recognized at the time of sale or when the service is provided and are reported net of sales tax. Golf memberships sold are typically to individuals and are not refundable and are deferred and recognized within golf revenue in the Statements of Operations over the expected life of an active membership, which is typically one year or less. 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 $611,000 for the period January 1, 2017 to October 5, 2017 , and $620,000 and $708,000 for the years ended December 31, 2016 and 2015 , 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 its gaming customers. Variable golf fees included in golf revenue were approximately $4,692,000 for the period January 1, 2017 to October 5, 2017 and $4,862,000 and $3,669,000 for the years ended December 31, 2016 and 2015 , respectively. Advertising Expense The golf courses are marketed through advertising and other promotional activities. Advertising expense is charged to income during the period incurred. Advertising expense totaled approximately $63,000 for the period January 1, 2017 to October 5, 2017 , and $118,000 and $74,000 for the years ended December 31, 2016 and 2015 , respectively, and is included in Administrative and other in the Statements of Operations. Property Costs Property costs are charged to income during the period incurred and include land rent, utilities and general repairs and maintenance. Income Taxes Historically, the Outdoor Business has been included in the consolidated federal income tax return of Caesars, as well as certain state tax returns where Caesars or one of its subsidiaries files a state tax return. The provisions of ASC 740, “Income Taxes,” was applied and the provision for income taxes was computed on a separate return basis. The separate return method applies the accounting guidance for income taxes to the stand-alone combined Financial Statements as if the Business was a separate taxpayer and a stand-alone enterprise for the periods presented. As discussed in Note 7, these Financial Statements include certain allocations of income and expense amongst affiliated entities. The tax provision was calculated assuming such allocations were appropriate for income tax reporting purposes and do not include any transfer pricing adjustments with respect to such allocations. The calculation of income taxes on a separate return basis requires a considerable amount of judgment and use of both estimates and allocations. Management believes that the assumptions and estimates used to compute these tax amounts are reasonable. However, the Financial Statements may not necessarily reflect our income tax expense or tax payments in the future, or what tax amounts would have been if the Business had been a stand-alone enterprise during the periods presented. |
Recently Issued Accounting Pron
Recently Issued Accounting Pronouncements | 12 Months Ended |
Dec. 31, 2018 | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements Accounting Standard Update (“ASU”) No. 2018-13 - Fair Value Measurement (Topic 820) - August 2018: The amendments in the update remove, modify and add certain fair value disclosures as a broader initiative to improve the effectiveness of financial disclosures. The ASU is effective for all entities for fiscal years beginning after December 15, 2019, including interim periods therein. Early adoption is permitted for any eliminated or modified disclosures upon issuance of this ASU. In 2018 we elected to early adopt this ASU, which resulted in no material changes to our fair value disclosures. ASU No. 2017-12 - Derivatives and Hedging (Topic 815) - August 2017: The amendments refine and expand hedge accounting for both financial (e.g., interest rate) and commodity risks. Its provisions create more transparency around how economic results are presented, both on the face of the financial statements and in the footnotes. It also makes certain targeted improvements to simplify the application of hedge accounting guidance. The transition guidance provides the option of early adoption using a modified retrospective transition method in any interim period after issuance of the update, or alternatively requires adoption for fiscal years beginning after December 15, 2018. We adopted this guidance in the quarter ended June 30, 2018 in connection with the cash flow hedges that we entered into in April 2018. Since we did not hold any derivatives prior to implementation of this guidance, the adoption had no impact on our Financial Statements. ASU No. 2016-13 - Financial Instruments-Credit Losses (Topic 326) - June 2016 (as amended through November 2018) : This amended guidance changes how entities will measure credit losses for most financial assets and certain other instruments, including direct financing leases, that are not measured at fair value through net income. The guidance replaces the current “incurred loss” model with an “expected loss” approach, which will generally result in earlier recognition of allowance for losses. The guidance is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. Early adoption is permitted after December 2018. We are currently evaluating the impact of adopting the new standard and have determined that, upon adoption, we will be required to estimate and record credit losses related to our investments in deferred financing leases. ASU No. 2016-02 - Leases (Topic 842) - February 2016 (as amended through December 2018): 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. We plan to elect to use such practical expedients upon adoption on January 1, 2019. We are currently finalizing our evaluation of the impact of adopting this new standard on our Financial Statements but do not expect the adoption of the new guidance to have a material impact on the accounting treatment of our triple-net tenant leases, which are the primary source of our revenues. However, upon adoption, we anticipate that certain initial direct costs associated with the execution of lease agreements such as legal fees and transaction costs will no longer be capitalizable and will instead be expensed in the period incurred. Additionally, pursuant to ASU 2018-20, tenant reimbursements of property taxes will be presented on a net basis, as the lessor pays for such costs directly. Finally, we anticipate that long-term leases entered into or modified subsequent to our adoption will be considered sales-type leases, as defined in ASC 842. The accounting for a sales-type lease is substantially consistent with that of the current accounting for our deferred financing leases. If we enter into future sale-lease back transactions with Caesars or other operators and the lease is determined to be a sales-type lease under ASC 842, we will be required to account for such transaction as a financing receivable. In relation to certain leases for which we are the lessee, such as the ground lease on the Cascata golf course, upon adoption we will be required to record a right of use asset and corresponding lease liability on our balance sheet. We do not anticipate a material change to our lease expense as a result of the change in accounting as such expense will still be recorded on a straight-line basis. ASU No. 2014-09 - Revenue from Contracts with Customers - May 2014 (amended January 2017) : |
Caesars Entertainment Outdoor | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |
Recently Issued Accounting Pronouncements | Note 3 — 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. The adoption of this standard could have a material impact on our Financial Statements should we have a future acquisition of a business. 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 are adopting this standard effective January 1, 2018, retrospectively, and determined that there will not be a material impact to our Financial Statements. The adoption of this guidance does not change the timing or process in which we recognize golf revenue. 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 do not expect this standard will have a material impact on our Financial Statements. Statement of Cash Flows - August 2016 : |
Fresh-Start Reporting
Fresh-Start Reporting | 12 Months Ended |
Dec. 31, 2018 | |
Reorganizations [Abstract] | |
Fresh-Start Reporting | Fresh-Start Reporting On the Formation Date, we adopted fresh-start reporting in accordance with provisions of ASC 852. In the application of fresh start accounting, we allocated 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 under ASC 805. The amount remaining after allocation of the enterprise value to the fair value of identified tangible and intangible assets and liabilities, if any, would be reflected as goodwill and subject to periodic evaluation for impairment. In addition to fresh start accounting, our Financial Statements reflect all effects of the transactions contemplated by the Plan of Reorganization. Under ASC 852, fresh-start reporting is required upon emergence from Chapter 11 if (i) the value of the assets of the emerging entity immediately before the date of confirmation is less than the total of all post-petition liabilities and allowed claims; and (ii) holders of existing voting shares immediately before confirmation receive less than 50% of the voting shares of the emerging entity. Accordingly, we qualified for and adopted fresh-start reporting as of October 6, 2017 . Adopting fresh-start reporting results in a new reporting entity with no beginning retained earnings or deficits. It also includes the issuance of new shares of the reorganized entity caused by change of control under ASC 852. The net book value of the real estate assets contributed to us by CEOC under the Plan of Reorganization was $4.8 billion . Based upon the analysis we completed with the assistance of outside third-party valuation experts, we concluded the fair value of these assets were $8.3 billion , net of non-controlling interests related to the Joliet facilities of $83.0 million . Real estate assets were valued using an income approach and, more specifically, the discounted cash flow (“DCF”) technique. Future lease payments for the properties were modeled according to the terms contained in the initial Lease Agreements. Although we believe the length of the leases with CEOC will extend to the full thirty-five years lease term (assuming the exercise of tenant renewal options) per the initial Lease Agreements, the real property valuation analysis contemplates typical market participant oriented nine - and fourteen -year hold periods as a best methodology to estimate the value of the cash flow during the full term of the lease. Appropriate expenses were estimated and deducted from the future contract rent to derive expected future cash flows. Terminal or reversion values are calculated for both hold period scenarios based on estimated market terminal capitalization rates. The DCF technique estimates value by discounting back to present value the anticipated future cash flows for the interim periods in the DCF model plus the present value of the terminal values using an appropriate discount rate. The discount rate was derived based upon a weighted average cost of capital (“WACC”). The WACC was estimated based upon observations of a peer group of guideline companies whose stock was publicly traded on recognized exchanges as such guideline companies were considered comparable to us. Factors considered in deriving a WACC included general market rates of return at the valuation date, business risks associated with the industry in which VICI operates, and other specific risk factors deemed appropriate. An estimated discount rate of 9.0% was selected as a base rate for all properties. Individual property discount rates were then adjusted based on the specific additional aforementioned risk factors and, once adjusted, ranged from 7.5% to 17.5% . The following fresh-start balance sheet illustrates the financial effects of the implementation of the Plan and the adoption of fresh-start reporting. It reflects the effect of the completion of the transactions included in the Plan, including the issuance of equity and the contribution of properties. (In thousands) Fair Value as of Formation Date (October 6, 2017) Assets Real estate portfolio: Investments in direct financing leases, net $ 7,124,000 Investments in operating leases 1,184,000 Property and equipment used in operations, net 75,000 Cash and cash equivalents 55,771 Other assets 681 Total assets $ 8,439,452 Liabilities Debt $ 4,917,000 Deferred income taxes 5,631 Accounts payable and accrued expenses 149 Total liabilities 4,922,780 Redeemable preferred stock 759,000 Stockholders’ Equity Common stock 1,772 Additional paid-in capital 2,672,900 Total VICI stockholders’ equity 2,674,672 Non-controlling interests 83,000 Total stockholders’ equity 2,757,672 Total liabilities and stockholders’ equity $ 8,439,452 |
Property Transactions
Property Transactions | 12 Months Ended |
Dec. 31, 2018 | |
Business Combinations [Abstract] | |
Property Transactions | Property Transactions 2018 Transactions Our significant activities in 2018, in reverse chronological order, are as follows: Purchase of Harrah’s Philadelphia and Octavius Tower On December 26, 2018 we completed the previously announced transaction with Caesars to acquire all of the land and real estate assets associated with Harrah’s Philadelphia Casino and Racetrack (“Harrah’s Philadelphia”) from Caesars for $241.5 million , which purchase price was reduced by $159.0 million to reflect the aggregate net present value of the modifications to the Caesars Lease Agreements (as further described below and in Note 6 - Real Estate Investments), resulting in cash consideration of approximately $82.5 million . In addition, on July 11, 2018, we completed the previously announced transaction with Caesars to acquire, and lease back, all of the land and real estate assets associated with the Octavius Tower at Caesars Palace (“Octavius Tower”) for a purchase price of $507.5 million in cash. Octavius Tower is operated pursuant to the CPLV Lease Agreement, as amended, which provides for annual rent with respect to Octavius Tower of $35.0 million payable in equal consecutive monthly installments and has an initial term that expires on October 31, 2032, with four five -year renewal options. In connection with the closing of the acquisition of Harrah’s Philadelphia, each of the Non-CPLV Lease Agreement and the CPLV Lease Agreement were amended to, among other things, include Harrah’s Philadelphia and Octavius Tower, respectively, and Caesars will continue to operate both properties under the terms of such leases as amended. The amendment to the Non-CPLV Lease Agreement provided for an additional $21.0 million in annual rent for Harrah’s Philadelphia, which is subject to the amended provisions of the lease. The HLV Lease Agreement and the Joliet Lease Agreement were modified at such time to achieve consistency with the other Lease Agreements. Refer to Note 6 - Real Estate Portfolio for a summary of the terms of the modified leases. Purchase of Greektown On November 13, 2018, we entered into definitive agreements to acquire from affiliates of JACK Entertainment LLC all of the land and real estate assets associated with Greektown, for $700.0 million in cash. Simultaneous with the closing of the Greektown Acquisition, the Company will enter into a triple-net lease agreement for Greektown with a subsidiary of Penn National. The lease will have an initial total annual rent of $55.6 million and an initial term of 15 years, with four five -year tenant renewal options. The tenant’s obligations under the lease will be guaranteed by Penn National and certain of its subsidiaries. The transaction is expected to close mid-2019 and is subject to regulatory approvals and customary closing conditions. We can provide no assurances that the acquisition of Greektown will be consummated on the terms or timeframe described herein, or at all. Purchase of Margaritaville Resort Casino On June 18, 2018, we entered into definitive agreements to acquire (i) the land and real estate assets of the Margaritaville Resort Casino, located in Bossier City, Louisiana, for $261.1 million and (ii) concurrently with the closing of the transaction, triple-net lease the property to a subsidiary of Penn National. The lease has an initial annual rent of $23.2 million and an initial term of 15 years, with four five -year renewal options. The tenant’s obligations under the lease are guaranteed by Penn National and certain of its subsidiaries. We subsequently closed on the acquisition of Margaritaville Resort Casino on January 2, 2019. 2017 Transactions Our significant activities in 2017, in reverse chronological order, are as follows: Purchase of Harrah’s Las Vegas Real Estate In December 2017, we completed a transaction with Caesars, pursuant to which we acquired all of the land and real property improvements associated with the property commonly known as Harrah’s Las Vegas Hotel & Casino (“Harrah’s Las Vegas” or “HLV”) for a purchase price of $1.1 billion . At closing, we entered into the HLV Lease Agreement, whereby Caesars leased back Harrah’s Las Vegas from us. Under the terms of the HLV Lease Agreement, Caesars is responsible for ongoing costs relating to the property, including property taxes, insurance, and maintenance and repair costs that arise from the use of the property and are required to continue to invest in the property and related equipment. The HLV Lease Agreement has an initial 15 -year term with four five -year renewal terms exercisable at the option of the lessee (subject to certain conditions) and provides for a fixed base rent for each of the first seven years of the lease term equal to $87.4 million annually. We accounted for this transaction as a direct financing lease on our Balance Sheet. Sale of Eastside Property In December 2017, we sold the Eastside Property to Caesars for $73.6 million . Pursuant to this agreement, Caesars is responsible for the remediation of the flood plain mechanism on the Eastside Property. The costs of the remediation work will be borne fifty percent ( 50% ) by us and fifty percent ( 50% ) by Caesars, pari passu , until such time as the total cost incurred in connection with the remediation work is equal to $12.0 million . Any costs in excess of $12.0 million incurred in connection with the remediation work shall be the sole responsibility of Caesars. Due to the put/call option on the land parcels, as described below, it was determined that the transaction does not meet the requirements of a completed sale for accounting purposes. As a result, at December 31, 2017, we reclassified $73.6 million from Investment in operating leases to Land. Additionally, we recorded a $73.6 million Deferred financing liability on our Balance Sheet. Put/Call Agreement The Caesars Forum Convention Center is currently being constructed on the Eastside Property. Accordingly, we entered into a put/call agreement with Caesars, which provides both parties with certain rights and obligations including: (i) a put right in favor of Caesars, which, if exercised, would result in the sale by Caesars to us and simultaneous leaseback by us to Caesars of the Caesars Forum Convention Center (the “Put Right”); (ii) if Caesars exercises the Put Right and, among other things, the sale of the Caesars Forum Convention Center to us does not close for certain reasons more particularly described in the put/call agreement, then a repurchase right in favor of Caesars, which, if exercised, would result in the sale of Harrah’s Las Vegas by us to Caesars; and (iii) a call right in our favor, which, if exercised, would result in the sale by Caesars to us and simultaneous leaseback by us to Caesars of the Caesars Forum Convention Center. Amended and Restated Right of First Refusal Agreement Simultaneously with the sale of the Eastside Property, we also entered into an Amended and Restated Right of First Refusal Agreement with Caesars pursuant to which we will have a right, subject to certain exclusions, (i) to acquire (and lease to Caesars) any of the gaming facilities of Centaur Holdings, LLC, which was acquired by Caesars in the third quarter of 2018, (ii) to acquire (and lease to Caesars) any domestic gaming facilities located outside of the Gaming Enterprise District of Clark County, Nevada, proposed to be acquired or developed by Caesars, and (iii) to acquire certain income-producing improvements if built by Caesars in lieu of the Caesars Forum Convention Center on the Eastside Property, subject to certain exclusions. The Amended and Restated Right of First Refusal Agreement also contains a right of first refusal in favor of Caesars, pursuant to which Caesars will have the right to lease and manage any domestic gaming facility located outside of Greater Las Vegas, proposed to be acquired or developed by us that is not: (i) any asset that is then subject to a pre-existing lease, management agreement or other contractual restriction that was not entered into in contemplation of such acquisition or development and which (x) was entered into on arms’ length terms and (y) would not be terminated upon or prior to closing of such transaction, (ii) any transaction for which the opco/propco structure would be prohibited by applicable laws, rules or regulations or which would require governmental consent, approval, license or authorization (unless already received), (iii) any transaction structured by the seller as a sale-leaseback, (iv) any transaction in which we and/or our affiliates will not own at least 50% of, or control, the entity that will own the gaming facility, and (v) any transaction in which we or our affiliates propose to acquire a then-existing gaming facility from ourselves or our affiliates. In the event that the foregoing rights are not exercised by us or Caesars and CEOC, as applicable, each party will have the right to consummate the subject transaction without the other’s involvement, provided the same is on terms no more favorable to the counterparty than those presented to us or Caesars and CEOC, as applicable, for consummating such transaction. In December 2018, we entered into the Second Amended and Restated Right of First Refusal Agreement which replaced the Amended and Restated Right of First Refusal Agreement and, among other things, provided us with the right to acquire from Caesars, under certain circumstances, certain undeveloped land adjacent to the Las Vegas Strip. Option Properties Call Right Agreements On the Formation Date, we entered into certain call right agreements, which provide us with the opportunity to acquire Harrah’s Atlantic City, Harrah’s New Orleans and Harrah’s Laughlin from Caesars. We can exercise the call rights within five years from the Formation Date by delivering a request to the applicable owner of the property containing evidence of our ability to finance the call right. The purchase price for each property will be 10 multiplied by the initial property lease rent for the respective property, with the initial property lease rent for each property being the amount that causes the ratio of (x) EBITDAR of the property for the most recently ended four-quarter period for which financial statements are available to (y) the initial property lease rent to equal 1.67 |
Real Estate Portfolio
Real Estate Portfolio | 12 Months Ended |
Dec. 31, 2018 | |
Leases [Abstract] | |
Real Estate Portfolio | Real Estate Portfolio Our real estate portfolio consisted of the following as of December 31, 2018 and 2017 : (In thousands) December 31, 2018 December 31, 2017 Minimum lease payments receivable under direct financing leases (1) $ 27,285,943 $ 29,302,166 Estimated residual values of leased property (unguaranteed) 2,135,312 1,987,651 Gross investment in direct financing leases 29,421,255 31,289,817 Unamortized initial direct costs 22,822 — Less: Unearned income (20,528,030 ) (23,021,174 ) Net investment in direct financing leases, net 8,916,047 8,268,643 Investment in operating leases (2) 1,086,658 1,110,400 Land (3) 95,789 73,600 Total Real estate portfolio $ 10,098,494 $ 9,452,643 ____________________ (1) Minimum lease payments do not include contingent rent, as discussed below, that may be received under the Lease Agreements. (2) Represents portion of land separately classified and accounted for under the operating lease model associated with our investment in Caesars Palace Las Vegas and certain operating land parcels contained in the Non-CPLV Lease Agreement. (3) Represents our investment in the Eastside Property and certain non-operating, de minimis land parcels contained in the Non-CPLV Lease Agreement. Refer to Note 5 — Property Transactions in relation to the Eastside Property and “Loss on impairment” below for further information on the non-operating de minimis land parcels. The following table details the components of our income from direct financing and operating leases: (In thousands) Year Ended December 31, 2018 Period from October 6, 2017 to December 31, 2017 Income from direct financing leases $ 741,564 $ 150,171 Income from operating leases 47,972 11,529 Total leasing revenue 789,536 161,700 Less: Direct financing lease adjustment (1) (45,404 ) (8,443 ) Total contractual leasing revenue $ 744,132 $ 153,257 ____________________ (1) Amounts represent the non-cash adjustment to income from direct financing leases in order to recognize income on an effective interest basis at a constant rate of return over the term of the leases as well as the amortization of capitalized transaction and leasing costs. At December 31, 2018 , minimum lease payments owed to us for each of the five succeeding years under direct financing and operating leases are as follows: (In thousands) Minimum Lease Payments (1) 2019 $ 795,467 2020 807,283 2021 819,288 2022 831,922 2023 846,042 Thereafter 24,662,875 Total $ 28,762,877 ____________________ (1) Minimum lease payments do not include contingent rent, as discussed below, that may be received under the Lease Agreements. The weighted average remaining lease term, including renewal options, for both operating and direct financing leases at December 31, 2018 was 33.7 years. Caesars Lease Agreements - Overview On December 26, 2018, in connection with the closing of the acquisition of Harrah’s Philadelphia, each of the Caesars Lease Agreements were amended to better align our interests with that of our tenant Caesars. Pursuant to the amended lease agreements, the provisions regarding the Escalators for the Non-CPLV Lease Agreement and Joliet Lease Agreement were amended so that the rent escalation commenced effective as of November 1, 2018. The following is a summary of the material lease provisions of our Caesars Lease Agreements prior to amendment and as amended: ($ In thousands) Non-CPLV Lease Agreement and Joliet Lease Agreement (1) CPLV Lease Agreement HLV Lease Agreement (7) Lease Provision (2) Prior to Amendment As Amended Prior to Amendment As Amended Prior to Amendment and as Amended Initial Term 15 years 15 years 15 years 15 years 15 years Renewal Terms Four, five-year terms Four, five-year terms Four, five-year terms Four, five-year terms Four, five-year terms Initial Base Rent (3) $472,925 $493,925 $165,000 $200,000 $87,400 Escalator commencement Lease year six Lease year two Lease year two Lease year two Lease year two Escalator (4) Consumer price index subject to 2% floor Lease years 2-5 - 1.5% Lease Years 6-15 - Consumer price index subject to 2% floor Consumer price index subject to 2% floor Consumer price index subject to 2% floor Lease years 2-5 - 1% Lease Years 6-15 - Consumer price index subject to 2% floor EBITDAR to Rent Ratio floor (5) None 1.2x commencing lease year 8 None 1.7x commencing lease year 8 1.6x commencing lease year 6 Variable Rent commencement/reset Lease years 8 and 11 Lease years 8 and 11 Lease years 8 and 11 Lease years 8 and 11 Lease years 8 and 11 Variable Rent split (6) Lease years 8-10 - 70% Base Rent and 30% Variable Rent Lease years 11-15- 80% Base Rent and 20% Variable Rent Lease years 8-10 - 70% Base Rent and 30% Variable Rent Lease years 11-15- 80% Base Rent and 20% Variable Rent 80% Base Rent and 20% Variable Rent 80% Base Rent and 20% Variable Rent 80% Base Rent and 20% Variable Rent Variable Rent percentage (6) Lease years 8-10 - 19.5% Lease years 11-15 - 13% 4% 13% 4% 4% ____________________ (1) With respect to the Joliet Lease Agreement, we are entitled to receive 80% of the rent thereunder pursuant to the operating agreement of our joint venture, Harrah’s Joliet Landco LLC. (2) All capitalized terms used without definition herein have the meanings detailed in the applicable Caesars Lease Agreement. (3) The base rents of the Non-CPLV Lease Agreement and CPLV Lease Agreement were adjusted by $21.0 million and $35.0 million , respectively, to incorporate the base rent for Harrah’s Philadelphia and Octavius Tower, respectively. The additional $35.0 million of rent for Octavius Tower is not subject to the Escalator. (4) Any amounts representing rents in excess of the CPI floors specified above are considered contingent rent in accordance with GAAP. No such rent has been recognized for the year ended December 31, 2018 and the period from October 6, 2017 to December 31, 2017. (5) In the event that the EBITDAR to Rent Ratio coverage is below the stated floor, the Escalator of the respective Caesars Lease Agreements will be reduced to such amount to achieve the stated EBITDAR to Rent Ratio coverage, provided that the amount shall never result in a decrease to the prior year’s rent. (6) Variable Rent is not subject to the Escalator and is calculated based on the increase or decrease of Net Revenues, as defined in the Caesars Lease Agreements, multiplied by the Variable Rent percentage. (7) No material modifications to the HLV Lease Agreement occurred as a result of the amendments to the Caesars Lease Agreements. As a result of the amendments, the purchase price of Harrah’s Philadelphia was reduced by $159.0 million to reflect the aggregate net present value of the modifications to the Caesars Lease Agreements. Additionally, the rent of the Non-CPLV Lease Agreement and CPLV Lease Agreement was adjusted by $21.0 million and $35.0 million , per annum respectively, to incorporate the rent for Harrah’s Philadelphia and Octavius Tower, respectively. Margaritaville Lease Agreement - Overview Subsequent to year end, on January 2, 2019, we completed the previously announced transaction to acquire the Margaritaville Resort Casino. The following is a summary of the material lease provisions of our lease with a subsidiary of Penn National which commenced on January 2, 2019, the date of acquisition: ($ In thousands) Lease Provision Term Initial term 15 years Renewal terms Four, five-year terms Building base rent $17,200 Escalation commencement Lease year two Escalation 2% of Building Base rent, subject to the EBITDAR to rent ratio floor EBITDAR to rent ratio floor (1) 1.9x commencing lease year two Land base rent (2) $3,000 Percentage rent (3) $3,000 (fixed for lease year one and two) Percentage rent reset Lease year three and each and every other lease year thereafter Percentage rent multiplier The product of (i) 4% and (ii) the excess (if any) of (a) the average annual net revenue of a trailing two-year period preceding such reset year over (b) a threshold amount (defined as 50% of LTM net revenues prior to acquisition) ____________________ (1) In the event that the EBITDAR to rent ratio coverage is below the stated floor, the escalation will be reduced to such amount to achieve the stated EBITDAR to rent ratio coverage, provided that the amount shall never result in a decrease to the prior year’s rent. (2) Land base rent is not subject to escalation. (3) Percentage rent is subject to the percentage rent multiplier. Loss on Impairment We assess our real estate portfolio for impairment on a quarterly basis or whenever certain events or changes in circumstances indicate a possible impairment of the carrying value of the asset. Events or circumstances that may occur include changes in management’s intended holding period or potential sale to a third party, significant changes in real estate market conditions or tenant financial difficulties resulting in non-payment of the lease. Impairments are measured as the amount by which the current book value of the asset exceeds the estimated fair value of the asset. On the Formation Date, CEOC transferred certain vacant, non-operating land parcels to us which are subject to the provisions of the Non-CPLV Lease Agreement. The Non-CPLV Lease Agreement allows for the sale of these vacant, non-operating land parcels without Caesars consent since they are specifically identified as de minimis to the operations of Caesars. A ll of the land parcels are located outside of Las Vegas and none of the land parcels are a component of the operations of our regional property portfolio. These vacant parcels of land had a fair value of $34.7 million on the Formation Date and were included in Investments in operating leases on our Balance Sheet. We undertook a short-term strategic initiative to monetize certain of these vacant, non-operating land parcels. In relation to this initiative, we sold one land parcel in the quarter ended September 30, 2018 and are actively engaged in negotiations with buyers on two other parcels of land. Based on the sales prices that were or are being negotiated, we determined that the fair value of these three land parcels was lower than their current carrying values and recognized an impairment charge of $6.3 million , based on the anticipated sales prices. As a result of the identified impairment on these three parcels of land, we undertook an evaluation to assess whether indicators of impairment were present on the remaining vacant, non-operating land parcels. We used a sales comparison approach to determine the fair value of the remaining vacant, non-operating land parcels and identified $6.0 million in additional impairment charges. The impairment loss recorded was the result of various factors including changes in market conditions, strategic assessment and environmental and zoning issues that were identified during the sales process. Taking into account the impairment charge recognized during the year ended December 31, 2018 and the sale of one of the parcels that occurred during the year, the current car rying value of the vacant, non-operating land parcels is $22.2 million as of December 31, 2018. In the current year we reclassified the remaining $22.2 million carrying value of the vacant, non-operating land from Investments in operating leases to Land. As of December 31, 2018, the balance of Land consists of $22.2 million representing the vacant, non-operating land and $73.6 million |
Property and Equipment Used in
Property and Equipment Used in Operations, Net | 12 Months Ended |
Dec. 31, 2018 | |
Property, Plant and Equipment [Line Items] | |
Property and Equipment Used in Operations, Net | Property and Equipment Used in Operations, Net Property and equipment used in operations is primarily attributable to golf operations land, building and improvements and consists of the following: (In thousands) December 31, 2018 December 31, 2017 Land and land improvements $ 58,573 $ 57,901 Buildings and improvements 14,572 14,572 Furniture and equipment 2,805 2,578 Total property and equipment used in operations 75,950 75,051 Less: accumulated depreciation (4,437 ) (751 ) Total property and equipment used in operations, net $ 71,513 $ 74,300 (In thousands) Year Ended December 31, 2018 Period from October 6, 2017 to December 31, 2017 Depreciation expense $ 3,686 $ 751 |
Caesars Entertainment Outdoor | |
Property, Plant and Equipment [Line Items] | |
Property and Equipment Used in Operations, Net | Note 4 — Property and Equipment, Net (In thousands) October 5, 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 1,831 — Total property and equipment 117,525 116,277 Less: accumulated depreciation (29,216 ) (27,446 ) Total property and equipment, net $ 88,309 $ 88,831 (In thousands) Period from January 1, 2017 to October 5, 2017 Year Ended December 31, 2016 Year Ended December 31, 2015 Depreciation expense (including capital lease amortization) $ 2,445 $ 3,030 $ 2,882 |
Other Liabilities
Other Liabilities | 12 Months Ended |
Dec. 31, 2018 | |
Other Liabilities Disclosure [Abstract] | |
Other Liabilities | Other Liabilities The following table details the components of our other liabilities: (In thousands) December 31, 2018 December 31, 2017 Other accrued expenses 30,951 2,796 Derivative liability 22,124 — Accrued payroll and other compensation 4,934 2,559 Deferred income taxes 3,340 3,718 Accounts payable 1,057 5,207 Total other liabilities $ 62,406 $ 14,280 |
Debt
Debt | 12 Months Ended |
Dec. 31, 2018 | |
Debt Disclosure [Abstract] | |
Debt | Debt The following tables detail our debt obligations as of December 31, 2018 and 2017 : ($ in thousands) December 31, 2018 Description of Debt Final Maturity Interest Rate Face Value Carrying Value (1) VICI PropCo Senior Secured Credit Facilities Revolving Credit Facility (2)(3) 2022 L + 2.00% $ — $ — Term Loan B Facility (3)(4)(5) 2024 L + 2.00% 2,100,000 2,073,784 Second Lien Notes (6) 2023 8.00% 498,480 498,480 CPLV Debt CMBS Debt (the “CPLV CMBS Debt”) (7) 2022 4.36% 1,550,000 1,550,000 Total Debt $ 4,148,480 $ 4,122,264 ($ in thousands) December 31, 2017 Description of Debt Final Maturity Interest Rate Face Value Carrying Value (1) VICI PropCo Senior Secured Credit Facilities Revolving Credit Facility (2)(3) 2022 L + 2.25% $ 300,000 $ 300,000 Term Loan B Facility (3)(4)(5) 2024 L + 2.25% 2,200,000 2,168,864 Second Lien Notes (6) 2023 8.00% 766,892 766,892 CPLV Debt CMBS Debt (the “CPLV CMBS Debt”) (7) 2022 4.36% 1,550,000 1,550,000 Total Debt $ 4,816,892 $ 4,785,756 ____________________ (1) Carrying value is net of unamortized original issue discount and unamortized debt issuance costs incurred in conjunction with debt. (2) Interest on any outstanding balance is payable monthly. Any unused balance is subject to a 0.5% commitment fee paid quarterly. (3) Initially bore interest at LIBOR plus 2.25% . Upon our initial public offering, on February 5, 2018, the interest rate was reduced to LIBOR plus 2.00% . (4) Interest is payable monthly. On April 24, 2018, we entered into four interest rate swap agreements with third party financial institutions having an aggregate notional amount of $1.5 billion . The interest rate swaps are designated as cash flow hedges that effectively fix the LIBOR component of the interest rate on a portion of the outstanding debt at 2.8297% . (5) Final maturity is December 2024 or, to the extent the Second Lien Notes remain outstanding, July 2023 (three months prior to the maturity of the Second Lien Notes). (6) Interest is payable semi-annually. (7) Interest is payable monthly. The following is a schedule of future minimum repayments of our long-term debt as of December 31, 2018 : (Dollars in thousands) Future Minimum Payments 2019 $ — 2020 — 2021 — 2022 1,560,000 2023 520,480 Thereafter 2,068,000 Total minimum repayments $ 4,148,480 The following table summarizes our debt related transactions from the Formation Date to December 31, 2018: Face Value (In thousands) Description of Debt Debt At Formation Mandatory Conversion Refinancing Transactions Debt at December 31, 2017 IPO Transaction Debt at December 31, 2018 VICI PropCo Senior Secured Credit Facilities Revolving Credit Facility $ — $ — $ 300,000 $ 300,000 $ (300,000 ) $ — Term Loan B Facility 2,200,000 2,200,000 (100,000 ) 2,100,000 First Lien Term Loan (“Prior Term Loan”) 1,638,387 — (1,638,387 ) — — — First Priority Senior Secured Notes (“Prior First Lien Notes”) 311,721 — (311,721 ) — — — Second Lien Notes 766,892 — — 766,892 (268,412 ) 498,480 CPLV Debt CPLV CMBS Debt 1,550,000 — — 1,550,000 — 1,550,000 CPLV Mezzanine Debt Senior tranche 200,000 — (200,000 ) — — — Intermediate tranche 200,000 — (200,000 ) — — — Junior tranche 250,000 (250,000 ) — — — — Total Debt $ 4,917,000 $ (250,000 ) $ 149,892 $ 4,816,892 $ (668,412 ) $ 4,148,480 Senior Secured Credit Facilities On December 22. 2017, VICI PropCo entered into a credit agreement (the “Credit Agreement”) comprised of a $2.2 billion Term Loan B Facility and a $400.0 million Revolving Credit Facility, $300.0 million of which was borrowed on December 22, 2017 (the Term Loan B Facility and the Revolving Credit Facility are referred to together as the “Senior Secured Credit Facilities”). The Senior Secured Credit Facilities initially bore interest at LIBOR plus 2.25% . Upon our initial public offering, on February 5, 2018, the interest rate was reduced to LIBOR plus 2.00% , as contemplated by the Credit Agreement. The Credit Agreement contains customary covenants that, among other things, limit the ability of VICI PropCo and its restricted subsidiaries to: (i) incur additional indebtedness; (ii) merge with a third party or engage in other fundamental changes; (iii) make restricted payments; (iv) enter into, create, incur or assume any liens; (v) make certain sales and other dispositions of assets; (vi) enter into certain transactions with affiliates; (vii) make certain payments on certain other indebtedness; (viii) make certain investments; and (ix) incur restrictions on the ability of restricted subsidiaries to make certain distributions, loans or transfers of assets to VICI PropCo or any restricted subsidiary. These covenants are subject to a number of exceptions and qualifications, including, with respect to the restricted payments covenant, the ability to make unlimited restricted payments to maintain our REIT status and to avoid the payment of federal or state income or excise tax, the ability to make restricted payments in an amount not to exceed 95% of our Funds from Operations (as defined in the Credit Agreement) subject to no event of default under the Credit Agreement and pro forma compliance with the financial covenant pursuant to the Credit Agreement, and the ability to make additional restricted payments in an aggregate amount not to exceed the greater of 0.6% of Adjusted Total Assets or $30,000,000 . Commencing with the first full fiscal quarter ended after December 22, 2017, if the outstanding amount of the Revolving Credit Facility plus any drawings under letters of credit issued pursuant to the Credit Agreement that have not been reimbursed as of the end of any fiscal quarter exceeds 30% , of he aggregate amount of the Revolving Credit Facility, VICI PropCo and its restricted subsidiaries on a consolidated basis would be required to maintain a maximum Total Net Debt to Adjusted Total Assets Ratio, as defined in the Credit Agreement as of the last day of any applicable fiscal quarter. The restricted net assets of VICI PropCo as of December 31, 2018 were approximately $5.8 billion . The Senior Secured Credit Facilities are secured by a first priority lien on substantially all of VICI PropCo’s and its existing and subsequently acquired wholly-owned material domestic restricted subsidiaries’ material assets, including mortgages on their respective real estate, subject to customary exclusions. None of VICI nor certain subsidiaries of VICI PropCo, including CPLV Borrower, are subject to the covenants of the Credit Agreement or are guarantors of the Senior Secured Credit Facilities. The Term B Loan Facility may be voluntarily prepaid at VICI PropCo’s option, in whole or in part, at any time, and are subject to mandatory prepayment in the event of receipt by VICI PropCo or any of its restricted subsidiaries of the proceeds from the occurrence of certain events, including asset sales, casualty events and issuance of certain indebtedness. On February 5, 2018, we completed an initial public offering resulting in net proceeds of approximately $1.3 billion . We used a portion of those proceeds to pay down the $300.0 million outstanding on the Revolving Credit Facility and to repay $100.0 million of the principal amount outstanding on the Term Loan B Facility. Under the Credit Agreement, the Term Loan B Facility is subject to amortization of 1.0% of principal per annum payable in equal quarterly installments on the last business day of each calendar quarter. However, as a result of prepaying $100.0 million of the Term Loan B Facility in February 2018 the next principal payment due on the Term Loan B Facility is September 2022. Refer to Note 10 — Derivatives for a discussion of our interest rate swap agreements related to the Term Loan B Facility. CPLV CMBS Debt The CPLV CMBS Debt was incurred on October 6, 2017 pursuant to a loan agreement (the “CMBS Loan Agreement”), and is secured by a first priority lien on all of the assets of CPLV Property Owner LLC, as borrower (“CPLV Borrower”), including CPLV Borrower’s (1) fee interest (except as provided in (2)) in and to Caesars Palace Las Vegas (on the Formation Date other than Octavius Tower), (2) leasehold interest with respect to Octavius Tower on the Formation Date, and (3) interest in the CPLV Lease Agreement and all related agreements, including the Lease Agreements, subject only to certain permitted encumbrances as set forth in the CMBS Loan Agreement. The CPLV CMBS Debt bears interest at 4.36% per annum. The CPLV CMBS Debt is evidenced by one or more promissory notes and secured by, among other things, a mortgage, deed of trust or other similar security instrument that creates a mortgage lien on the fee and/or leasehold interest of the CPLV Borrower. The CMBS Loan Agreement contains certain covenants limiting CPLV Borrower’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. Second Lien Notes The Second Lien Notes were issued on October 6, 2017, pursuant to an indenture (the “Indenture”) by and among VICI PropCo and its wholly owned subsidiary, VICI FC Inc. (together, the “Issuers”), the subsidiary guarantors party thereto, and UMB Bank National Association, as trustee. The Second Lien Notes are guaranteed by each of the Issuers’ existing and subsequently acquired wholly-owned material domestic restricted subsidiaries and secured by a second priority lien on substantially all of the Issuers’ and such restricted subsidiaries’ material assets, including mortgages on their respective real estate, subject to customary exclusions. None of VICI nor certain subsidiaries of VICI PropCo, including CPLV Borrower, are subject to the covenants of the Indenture or are guarantors of the Second Lien Notes. The Indenture contains covenants that limit the Issuers’ and their restricted subsidiaries’ ability to, among other things: (i) incur additional debt; (ii) pay dividends on or make other distributions in respect of their capital stock or make other restricted payments; (iii) make certain investments; (iv) sell certain assets; (v) create or permit to exist dividend and/or payment restrictions affecting their restricted subsidiaries; (vi) create liens on certain assets to secure debt; (vii) consolidate, merge, sell or otherwise dispose of all or substantially all of their assets; (viii) enter into certain transactions with their affiliates; and (ix) designate their subsidiaries as unrestricted subsidiaries. These covenants are subject to a number of exceptions and qualifications, including the ability to declare or pay any cash dividend or make any cash distribution to VICI to the extent necessary for VICI to distribute cash dividends of 100% of our “real estate investment trust taxable income” within the meaning of Section 857(b)(2) of the Internal Revenue Code of 1986, as amended, the ability to make certain restricted payments not to exceed the amount of our cumulative earnings (calculated pursuant to the Indenture as $30,000,000 plus 95% of our cumulative Adjusted Funds From Operations (as defined in the Indenture) less cumulative distributions, with certain other adjustments), and the ability to make restricted payments in an amount equal to the greater of 0.6% of Adjusted Total Assets (as defined in the Indenture) or $30,000,000 . The Second Lien Notes are redeemable at the option of the Issuers, with the option to redeem up to 35% of the original aggregate principal amount thereof with the net cash proceeds of certain issuances of common or preferred equity by VICI PropCo or VICI, at a price equal to 108% of such principal amount of the Second Lien Notes redeemed. In February 2018, we used a portion of the proceeds from our initial public offering to redeem $268.4 million of the Second Lien Notes, which represented 35% of the original aggregate principal amount, at a redemption price of 108% plus accrued and unpaid interest to the date of redemption. Due to the partial redemption of the Second Lien Notes, we recognized a loss on extinguishment of debt of $23.0 million during the three months ended March 31, 2018, the majority of which relates to the premium paid on the redemption price. Mandatory Conversion The CPLV mezzanine debt junior tranche of $250.0 million was automatically exchanged for 17,630,700 shares of the Company’s common stock on November 6, 2017. Refer to Note 13 - Stockholders' Equity for further information on the mandatory conversion. Financial Covenants As described above, our debt obligations are subject to certain customary financial and protective covenants that restrict VICI PropCo and its subsidiaries’ ability to incur additional debt, sell certain asset and restrict certain payments, among other things. These covenants are subject to a number of exceptions and qualifications, including the ability to make restricted payments to maintain our REIT status. At December 31, 2018 |
Derivatives
Derivatives | 12 Months Ended |
Dec. 31, 2018 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivatives | Derivatives On April 24, 2018, we entered into four interest rate swap agreements with third party financial institutions having an aggregate notional amount of $1.5 billion . The interest rate swap transactions are designated as cash flow hedges that effectively fix the LIBOR component of the interest rate on a portion of the outstanding debt under the Term Loan B Facility at 2.8297% . The following table details our outstanding interest rate derivatives that were designated as cash flow hedges of interest rate risk: ($ in thousands) December 31, 2018 Instrument Number of Instruments Fixed Rate Notional Index Maturity Interest Rate Swaps 4 2.8297% $1,500,000 USD LIBOR April 22, 2023 As of December 31, 2018 , the interest rate swaps are in net unrealized loss positions and are recognized within Other liabilities. For the year ended December 31, 2018 the amount recorded in other comprehensive income related to the derivative instruments was an unrealized loss of $22.1 million . For the year ended December 31, 2018 , we recorded interest expense of $6.3 million related to the interest rate swap agreements. Subsequent to year end, on January 3, 2019, we entered into two additional interest rate swap transactions having an aggregate notional amount of $500.0 million . These interest rate swap transactions each have an effective date of January 22, 2019 and a termination date of January 22, 2021 and are intended to be cash flow hedges that effectively fix for two years, at a blended rate of 2.38% , the LIBOR component of the interest rate on $500.0 million of the outstanding debt under the Term Loan B Facility. Subsequent to the effectiveness and for the duration of the interest rate swap transactions, the Company is only subject to interest rate risk on $100.0 million |
Fair Value
Fair Value | 12 Months Ended |
Dec. 31, 2018 | |
Fair Value Disclosures [Abstract] | |
Fair Value | Fair Value Recurring Fair Value Measurements The following table summarizes our assets and liabilities measured at fair value on a recurring basis: December 31, 2018 (In thousands) Fair Value Carrying Amount Level 1 Level 2 Level 3 Financial assets: Short-term investments (1) $ 520,877 $ — $ 520,877 $ — Financial liabilities: Derivative instruments - interest rate swaps (2) $ 22,124 $ — $ 22,124 $ — ____________________ (1) The carrying value of these investment is equal to their fair value due to the short-term nature of the investments as well as their credit quality. (2) The fair values of our interest rate swap derivative instruments were estimated using advice from a third-party derivative specialist, based on contractual cash flows and observable inputs comprising interest rate curves and credit spreads, which are Level 2 measurements as defined under ASC 820. Non-recurring Fair Value Measurements The following table summarizes our assets and liabilities measured at fair value on a non-recurring basis: December 31, 2018 (In thousands) Fair Value Carrying Amount Level 1 Level 2 Level 3 Financial assets: Land (1) $ 19,019 $ — $ 7,419 $ 11,600 ____________________ (1) The fair value of the de minimis land valued based on the contract price represents a level 2 measurement as defined in ASC 820, while the inputs for the de minimis land valued using the sales comparison approach represents level 3 measurements as defined in ASC 820. The measurement and related estimates were made as of September 30, 2018. The following table summarizes the significant unobservable inputs used in Level 3 fair value measurements: Significant Assumptions ( $ in per sq. ft. ) Asset Type Fair Value Valuation Technique Range Weighted Average Square Footage Land $ 11,600 Sales comparison $0.50 - 5.00 $ 2.90 4,002,908 The estimated fair values of our financial instruments at December 31, 2018 and 2017 for which fair value is only disclosed are as follows: December 31, 2018 December 31, 2017 (In thousands) Carrying Amount Fair Value Carrying Amount Fair Value Financial assets: Cash and cash equivalents $ 577,883 $ 577,883 $ 183,646 $ 183,646 Restricted cash 20,564 20,564 13,760 13,760 Financial liabilities: Debt (1) Revolving Credit Facility $ — $ — $ 300,000 $ 300,000 Term Loan B Facility 2,073,784 2,016,000 2,168,864 2,200,000 Second Lien Notes 498,480 535,866 766,892 853,167 CPLV CMBS Debt 1,550,000 1,539,040 1,550,000 1,559,486 ____________________ (1) |
Commitments and Contingent Liab
Commitments and Contingent Liabilities | 12 Months Ended |
Dec. 31, 2018 | |
Loss Contingencies [Line Items] | |
Commitments and Contingent Liabilities | Commitments and Contingent Liabilities Litigation In the ordinary course of business, from time to time, we may be subject to legal claims and administrative proceedings. As of December 31, 2018 , we are not subject to any litigation that we believe could have, individually or in the aggregate, a material adverse effect on our business, financial condition or results of operations, liquidity or cash flows. Operating Lease Commitments We are liable under various operating leases for: (i) land at the Cascata golf course, which expires in 2038 and (ii) offices in New Orleans, Louisiana and New York, New York, which expire in 2019 and 2020, respectively. Total rental expense under these agreements, included in golf operations and general and administrative expenses in our Statement of Operations, was approximately $1.5 million for the year ended December 31, 2018 and $0.3 million for the period from October 6, 2017 to December 31, 2017. The future minimum lease commitments relating to the base lease rent portion of noncancelable operating leases at December 31, 2018 are as follows: (In thousands) Lease Commitments 2019 $ 1,242 2020 983 2021 933 2022 951 2023 970 Thereafter 16,895 Total minimum lease commitments $ 21,974 Golf commitment The TRS utilizes a third-party golf maintenance company for its Rio Secco and Cascata golf courses and recorded expense to golf operations in the amount of $3.0 million , related to such agreements. On November 1, 2018, we entered into new golf course maintenance agreements with BrightView Golf Maintenance, LLC related to the Rio Secco and Cascata golf courses, which became effective January 1, 2019. The agreements are for five years and expire on December 31, 2023, and include all labor and equipment necessary to maintain both golf course grounds. Pursuant to the agreements, we pay an annual golf maintenance fee of $3.3 million and such fee is subject to an annual escalator calculated as a weighted combination of the annual change in the Employment Cost Index ( 75% ) and Consumer Price Index ( 25% ). Other Contractual Commitments As discussed in Note 5 — Property Transactions , pursuant to the Eastside Property sale agreement, Caesars is responsible for the remediation of the flood plain mechanism on the Eastside Property. The costs of the remediation work will be borne fifty percent ( 50% ) by us and fifty percent ( 50% ) by Caesars, pari passu , until such time as the total cost incurred in connection with the remediation work is equal to $12.0 million . Any costs in excess of $12.0 million |
Caesars Entertainment Outdoor | |
Loss Contingencies [Line Items] | |
Commitments and Contingent Liabilities | Note 9 — 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 Caesars and certain of its affiliates from the plan. The NRF has advised Caesars 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 Caesars 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 Formation 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 Formation 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 $0.7 million for the period January 1, 2017 to October 5, 2017 and approximately $1.0 million for each of the years ended December 31, 2016 and 2015 , respectively. The future minimum lease commitments relating to the base lease rent portion of noncancelable operating leases at October 5, 2017 are as follows: (In thousands) Operating Leases 2017 $ 214 2018 873 2019 891 2020 908 2021 926 2022 and thereafter 18,911 Total minimum rental commitments $ 22,723 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 expense under these agreements included in direct golf operating expenses in the Statements of Operations were approximately $2.1 million for the period January 1, 2017 to October 5, 2017 and $2.9 million and $2.8 million for the years ended December 31, 2016 and 2015 , respectively. The future commitments relating to these agreements at October 5, 2017 are as follows: (In thousands) Maintenance Agreements 2017 $ 775 2018 2,969 2019 225 Total maintenance agreement commitments $ 3,969 |
Shareholders' Equity
Shareholders' Equity | 12 Months Ended |
Dec. 31, 2018 | |
Equity [Abstract] | |
Shareholders' Equity | Stockholders' Equity Stock We have the 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. 2017 Transactions Formation On the Formation 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 Formation 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. 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 Formation Date, CPLV Mezz 3 LLC, a special-purpose parent entity of CPLV Mezz 2 LLC (which itself is the special-purpose parent entity of CPLV Mezz 1 LLC, the special-purpose parent entity of CPLV Property Owner LLC (the mortgage borrower under the CPLV CMBS Debt and the owner 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. Private Equity Placement In November 2017 , we entered into a common stock purchase agreement with certain of our existing investors, which certain additional investors joined in December 2017, pursuant to which we agreed to sell, contemporaneously with the consummation of the acquisition of the Harrah’s Las Vegas property, an aggregate of 54,054,052 shares of our common stock at a price of $18.50 per share in a private placement transaction, for gross proceeds of approximately $1.0 billion . The net proceeds from the transaction of approximately $963.8 million was used to partially fund the purchase price for the Harrah’s Las Vegas property and for working capital and general corporate purposes. At the closing of the private placement, on December 22, 2017 , we made a cash payment equal to 2% of the committed amount, or $17.0 million in the aggregate, to the investors who entered into the purchase agreement with us in November 2017 . In addition, at the private placement closing, we entered into a registration rights agreement with the investors, which provides, among other things, for us to file a shelf registration statement for the benefit of the investors within 75 days following the closing. Subsequent to year end, on January 3, 2019, we filed a post-effective amendment to Form S-11 to de-register all of the shares that remained unsold under the registration statement because we are no longer obligated to maintain the effectiveness of the registration statement pursuant to the terms of the registration rights agreement. The post-effective amendment became effective on January 30, 2019. 2018 Transactions Initial Public Offering On February 5, 2018, we completed an initial public offering of 69,575,000 shares of common stock at an offering price of $20.00 per share for an aggregate offering value of $1.4 billion , resulting in net proceeds of $1.3 billion after commissions and expenses. Primary Follow-on Offering On November 19, 2018, we completed a primary follow-on offering of 34,500,000 shares of common stock at an offering price of $21.00 per share for an aggregate offering value of $724.5 million , resulting in net proceeds of $694.2 million . We intend to contribute the net proceeds from the offering to pay a portion of the aggregate purchase price of $700.0 million for the recently announced acquisition of the land and real estate assets of Greektown in Detroit, Michigan, and related fees and expenses. At-the-Market Offering Program On December 19, 2018, we entered into an equity distribution agreement, or ATM Agreement, pursuant to which we may sell, from time to time, up to an aggregate sales price of $750.0 million of our common stock. Sales of common stock, if any, made pursuant to the ATM Agreement may be sold in negotiated transactions or transactions that are deemed to be “at the market” offerings, as defined in Rule 415 of the Securities Act of 1933, as amended. Actual sales will depend on a variety of factors including market conditions, the trading price of our common stock, our capital needs, and our determination of the appropriate sources of funding to meet such needs. We did not sell any shares of our common stock under the ATM Agreement during the year ended December 31, 2018. After giving effect to the initial public offering, the primary follow-on offering and the issuance of certain unvested restricted shares under the 2017 Stock Incentive Plan (the “Plan”), we have 404,729,616 shares of Common Stock issued and outstanding as of December 31, 2018 . Distributions Dividends declared (on a per share basis) during the year ended December 31, 2018 were as follows: Declaration Date Period Dividend March 15, 2018 (1) February 5, 2018 - March 31, 2018 $ 0.16 June 14, 2018 (2) April 1, 2018 - June 30, 2018 $ 0.2625 September 17, 2018 (3) July 1, 2018 - September 30, 2018 $ 0.2875 December 13, 2018 (4) October 1, 2018 - December 31, 2018 $ 0.2875 ____________________ (1) The dividend was pro-rated for the period commencing upon the closing of our initial public offering and ending on March 31, 2018, based on a quarterly distribution rate of $0.2625 per share. The dividend was paid on April 13, 2018 to stockholders of record as of the close of business on March 29, 2018. (2) The dividend was paid on July 13, 2018 to stockholders of record as of the close of business on June 28, 2018. (3) The dividend was paid on October 11, 2018 to stockholders of record as of the close of business on September 28, 2018. This dividend represents an i ncrease in our targeted annualized dividend to $1.15 per share of common stock, which represents a 9.5% increase from our previous annualized dividend rate of $1.05 per share. (4) |
Earnings Per Share
Earnings Per Share | 12 Months Ended |
Dec. 31, 2018 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | Earnings Per Share Basic earnings per share is computed by dividing net income attributable to common stockholders by the weighted-average number of common shares outstanding during the period, excluding net income attributable to participating securities (unvested restricted stock awards). Diluted earnings per share reflects the additional dilution for all potentially-dilutive securities such as stock options, unvested restricted shares and unvested performance-based restricted shares. The following table reconciles the weighted-average common shares outstanding used in the calculation of basic earnings per share to the weighted-average common shares outstanding used in the calculation of diluted earnings per share for the year ended December 31, 2018 and for the period from October 6, 2017 to December 31, 2017 : (In thousands) Year Ended December 31, 2018 Period from October 6, 2017 to December 31, 2017 Determination of shares: Weighted-average common shares outstanding 367,226 227,829 Assumed conversion of restricted stock 91 156 Diluted weighted-average common shares outstanding 367,317 227,985 Basic and Diluted Earnings Per Share (In thousands, except per share data) Year Ended December 31, 2018 Period from October 6, 2017 to December 31, 2017 Basic: Net income attributable to common stockholders $ 523,619 $ 42,662 Weighted-average common shares outstanding 367,226 227,829 Basic EPS $ 1.43 $ 0.19 Diluted: Net income attributable to common stockholders $ 523,619 $ 42,662 Diluted weighted-average common shares outstanding 367,317 227,985 Diluted EPS $ 1.43 $ 0.19 |
Share-Based Compensation
Share-Based Compensation | 12 Months Ended |
Dec. 31, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Share-Based Compensation | Stock-Based Compensation The Plan is designed to provide long-term equity-based compensation to our directors and employees. It is administered by the Compensation Committee of the Board of Directors. Awards under the Plan may be granted with respect to an aggregate of 12,750,000 shares of common stock and may be issued in the form of: (a) incentive stock options, (b) non-qualified stock options, (c) stock appreciation rights, (d) dividend equivalent rights, (e) restricted stock, (f) restricted stock units or (g) unrestricted stock. In addition, the Plan limits the total number of shares of common stock with respect to which awards may be granted to any employee or director during any one calendar year. At December 31, 2018 , 12,240,831 shares of common stock remained available for issuance by us as equity awards under the Plan. Time-Based Restricted Stock During 2017 and 2018, the Company granted approximately 164,000 and 157,000 shares of restricted stock under the Plan subject to vesting restrictions based on service. Such restricted time-based stock awards vest ratably on an annual basis over a service period of three to four years. The number of shares granted was determined based on the 10 -day volume weighted average price using the 10 trading days immediately preceding the grant date. Performance-Based Restricted Stock Units During 2018 the Company granted approximately 133,000 restricted stock units under the Plan subject to vesting restrictions based on specified absolute and relative total stockholder return goals measured over a three-year performance period. We used a Monte Carlo Simulation (risk-neutral approach) to determine the number of shares that may be earned and vested pursuant to the award as these awards were deemed to have a market condition. The risk-free interest rate assumptions used in the Monte Carlo Simulation were determined based on the zero-coupon risk-free rate of 2.7% and an expected price volatility of 13.3% . The expected price volatility was calculated based on both historical and implied volatility. Total stock-based compensation expense recorded as General and administrative expense in the Statement of Operations totaled $2.3 million for the year ended December 31, 2018 and $1.4 million for the period from October 6, 2017 to December 31, 2017. Compensation expense is recognized on a straight-line basis over the term of the award. The following table details the activity of our incentive stock, time-based restricted stock and performance-based restricted stock units: Shares Weighted Average Grant Date Fair Value Outstanding as of Formation Date — $ — Granted 174,572 15.41 Vested (50,962 ) 14.90 Forfeited — — Canceled — — Outstanding as of December 31, 2017 123,610 15.61 Granted 336,980 19.37 Vested (59,954 ) 10.18 Forfeited (2,383 ) 16.88 Canceled — — Outstanding as of December 31, 2018 398,253 $ 19.60 As of December 31, 2018 , there was $5.5 million of unrecognized compensation cost related to non-vested share-based compensation arrangements under the Plan. This cost is expected to be recognized over a weighted average period of 2.33 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2018 | |
Income Tax Contingency [Line Items] | |
Income Taxes | Income Taxes We have elected to be taxed as a REIT for U.S. Federal income tax purposes commencing with our taxable year ended December 31, 2017. U.S. federal income tax law generally requires that a REIT distribute annually at least 90% of its REIT taxable income, without regard to the deduction for dividends paid and excluding net capital gains, and that it pays taxes at regular corporate income tax rates to the extent that it annually distributes less than 100% of its taxable income. The Company intends to meet those requirements and as a result, we generally will not be subject to federal income tax except for the TRS operations. The TRS operations (represented by the four golf course businesses) are able to engage in activities resulting in income that would not be qualifying income for a REIT. As a result, certain activities of the Company which occur within its TRS operations are subject to federal and state income taxes. Accordingly, the Company's tax provision and deferred tax analysis are primarily from the results of TRS activities. New tax legislation, commonly referred to as the Tax Cuts and Jobs Act (“Tax Reform Act”), was enacted on December 22, 2017, which significantly changed U.S. tax law by, among other things, a permanent reduction of the U.S. corporate income tax rate from 35% to 21%, effective January 1, 2018. ASC 740, “Accounting for Income Taxes”, requires companies to recognize the effect of tax law changes in the period of enactment. Accordingly, in 2017 we recorded a reduction to our net deferred tax liability of $2.4 million , and a corresponding increase to income tax benefit during the period. The composition of our income tax expense (benefit) was as follows: Year Ended December 31, 2018 Period from October 6, 2017 to December 31, 2017 (In thousands) Current Deferred Total Current Deferred Total Federal $ 1,693 $ (459 ) $ 1,234 $ — $ (1,909 ) $ (1,909 ) State 126 81 207 11 (3 ) 8 Income tax expense (benefit) $ 1,819 $ (378 ) $ 1,441 $ 11 $ (1,912 ) $ (1,901 ) At December 31, 2018 and 2017 , the net effects of temporary differences that gave rise to significant portions of the deferred tax assets and deferred tax liabilities were: (In thousands) December 31, 2018 December 31, 2017 Deferred tax assets: Federal net operating loss $ — $ 55 Accruals, reserves and other 117 24 Total deferred tax assets 117 79 Deferred tax liabilities: Land, buildings and equipment, net (3,457 ) (3,797 ) Total deferred tax liabilities (3,457 ) (3,797 ) Net deferred tax liability $ (3,340 ) $ (3,718 ) The following table reconciles our effective income tax rate to the historical federal statutory rate of 21% in 2018 and 35% in 2017: Year Ended December 31, 2018 Period from October 6, 2017 to December 31, 2017 (Amounts in thousands) Amount Percent Amount Percent Federal income tax expense at statutory rate $ 112,326 21.0 % $ 15,414 35.0 % REIT income not subject to federal income tax (111,035 ) (20.8 ) (14,897 ) (33.8 ) Pre-tax gain attributable to taxable subsidiaries 1,291 0.2 517 1.2 State income taxes, net of federal benefits 187 — 5 — Non-deductible expenses and other (37 ) — — — Impact of Tax Reform on deferred tax liability — — (2,423 ) (5.5 ) Income tax expense (benefit) $ 1,441 0.2 % $ (1,901 ) (4.3 )% As of December 31, 2018, we had estimated NOLs of $151.6 million , generated by our REIT, that will expire in 2029, unless they are utilized by us prior to expiration. As of December 31, 2018 |
Caesars Entertainment Outdoor | |
Income Tax Contingency [Line Items] | |
Income Taxes | Note 7 — Income Taxes Income Tax (Provision)/Benefit (In thousands) Period from January 1, 2017 to October 5, 2017 Year Ended December 31, 2016 Year Ended December 31, 2015 Current: Federal $ (100 ) $ (111 ) $ (98 ) State — — — Deferred 98 111 101 Income Tax Benefit $ (2 ) $ — $ 3 Since the Outdoor Business does not have a formal tax sharing agreement in place with Caesars Entertainment for federal income tax purposes, Caesars Entertainment pays all of the Outdoor Business’ federal income taxes. The Outdoor Business’ portion was approximately $100,000 for the period January 1, 2017 to October 5, 2017 and $111,000 and $98,000 for the years ended December 31, 2016 and 2015 , respectively. Income Tax Expense Reconciliation (In thousands) Period from January 1, 2017 to October 5, 2017 Year Ended December 31, 2016 Year Ended December 31, 2015 Expected federal tax at the statutory tax rate $ — $ — $ — Increases/(decreases) in tax resulting from: State taxes, net of federal tax benefit — — — Federal tax credits — — 3 Other (2 ) — — Income tax (expense)/benefit $ (2 ) $ — $ 3 Temporary Differences Resulting in Deferred Tax Assets and Liabilities (In thousands) As of October 5, 2017 As of December 31, 2016 Deferred tax assets: Federal net operating loss $ 5,561 $ 5,847 State net operating loss 378 392 Federal tax credits 82 82 Other 8 9 Subtotal 6,029 6,330 Less: valuation allowance 1,930 1,930 Total deferred tax assets 4,099 4,400 Deferred tax liabilities: Depreciation and other property related items (9,006 ) (9,423 ) Accrued expenses (37 ) (20 ) Total deferred tax liabilities (9,043 ) (9,443 ) Net deferred tax liability $ (4,944 ) $ (5,043 ) Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. As of October 5, 2017 and December 31, 2016 , we had federal NOL carryforwards of $19.2 million and $20.1 million , respectively. These NOL carryforwards will begin to expire in 2032 . In addition, we have federal general business tax credit carryforwards of approximately $82 thousand which will begin to expire in 2032 . As of October 5, 2017 and December 31, 2016 , we had state NOL carryforwards of $15.1 million and $15.5 million , respectively. These NOL carryforwards will begin to expire in 2032 . Reconciliation of Unrecognized Tax Benefit (In thousands) Period from January 1, 2017 to October 5, 2017 Year Ended December 31, 2016 Year Ended December 31, 2015 Balance at beginning of period $ 1,309 $ 1,309 $ 1,309 Additions based on tax positions related to the current period — — — Balance at end of period $ 1,309 $ 1,309 $ 1,309 We classify reserves for tax uncertainties within accrued expenses and deferred credits and other in our balance sheets, separate from any related income tax payable or deferred income taxes. Reserve amounts related to potential income tax liabilities resulting from uncertain tax positions as well as potential interest or penalties associated with those liabilities. We accrue interest and penalties related to unrecognized tax benefits in income tax expense. There were no adjustments to our accrual for the period ending October 5, 2017 and the years ending December 31, 2016 and 2015 , respectively, for accrued interest or penalties. There are no unrecognized tax benefits included in the balances of unrecognized tax benefits as of October 5, 2017 , December 31, 2016 and 2015 |
Segment Information
Segment Information | 12 Months Ended |
Dec. 31, 2018 | |
Segment Reporting [Abstract] | |
Segment Information | Segment Information Our real property business and our golf course business represent two reportable segments. The real property business segment consists of leased real property and represents the substantial majority of our business. The golf course business segment consists of four golf courses, with each being operating segments that are aggregated into one reportable segment. The results of each reportable segment presented below are consistent with the way our management assesses these results and allocates resources, which is a consolidated view that adjusts for the impact of certain transactions between our reportable segments, as described below. The following tables present certain information with respect to the Company’s segments: Year Ended December 31, 2018 Period from October 6, 2017 to December 31, 2017 (In thousands) Real Property Business Golf Course Business VICI Consolidated Real Property Business Golf Course Business VICI Consolidated Revenues $ 870,776 $ 27,201 $ 897,977 $ 181,258 $ 6,351 $ 187,609 Operating income 751,803 6,151 757,954 142,722 1,474 144,196 Interest expense (212,663 ) — (212,663 ) (63,354 ) — (63,354 ) Loss on extinguishment of debt (23,040 ) — (23,040 ) (38,488 ) — (38,488 ) Income before income taxes 527,407 6,151 533,558 41,162 1,474 42,636 Income tax expense — (1,441 ) (1,441 ) — 1,901 1,901 Net income 527,407 4,710 532,117 41,162 3,375 44,537 Depreciation 7 3,679 3,686 — 751 751 Total assets $ 11,247,637 $ 85,731 $ 11,333,368 $ 9,660,244 $ 79,468 $ 9,739,712 |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2018 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events |
Quarterly Results of Operations
Quarterly Results of Operations (Unaudited) | 12 Months Ended |
Dec. 31, 2018 | |
Quarterly Financial Information Disclosure [Abstract] | |
Quarterly Results of Operations (Unaudited) | Quarterly Results of Operations (Unaudited) The following is a summary of the unaudited quarterly results of operations for the year ended December 31, 2018 and the period from October 6, 2017 to December 31, 2017: Quarter Ended Period from October 6 to December 31, 2017 ($ in thousands except per share data) December 31, 2018 September 30, 2018 June 30, 2018 March 31, 2018 Revenues $ 226,039 $ 232,687 $ 220,975 $ 218,276 $ 187,609 Operating income 195,682 184,100 189,448 188,724 144,196 Net income 144,631 132,024 141,359 114,103 44,537 Net income attributable to common stockholders 142,541 129,912 139,044 112,122 42,662 Net income per common share Basic and diluted $ 0.37 $ 0.35 $ 0.38 $ 0.33 $ 0.19 Dividends per share $ 0.2875 $ 0.2875 $ 0.2625 $ 0.1600 $ — |
Accrued Expenses
Accrued Expenses | 12 Months Ended |
Dec. 31, 2018 | |
Caesars Entertainment Outdoor | |
Accrued Expenses [Line Items] | |
Accrued Expenses | Note 5 — Accrued Expenses (In thousands) October 5, 2017 December 31, 2016 Accrued utilities $ 269 $ 87 Accrued real estate taxes and other taxes 166 130 Advance deposits 102 112 Deferred revenue 49 125 Accrued legal and professional fees 41 23 Payroll and other compensation 12 228 Other accruals 8 — Total accrued expenses $ 647 $ 705 |
Liabilities Subject to Compromi
Liabilities Subject to Compromise | 12 Months Ended |
Dec. 31, 2018 | |
Reorganizations [Line Items] | |
Liabilities Subject to Compromise | Fresh-Start Reporting On the Formation Date, we adopted fresh-start reporting in accordance with provisions of ASC 852. In the application of fresh start accounting, we allocated 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 under ASC 805. The amount remaining after allocation of the enterprise value to the fair value of identified tangible and intangible assets and liabilities, if any, would be reflected as goodwill and subject to periodic evaluation for impairment. In addition to fresh start accounting, our Financial Statements reflect all effects of the transactions contemplated by the Plan of Reorganization. Under ASC 852, fresh-start reporting is required upon emergence from Chapter 11 if (i) the value of the assets of the emerging entity immediately before the date of confirmation is less than the total of all post-petition liabilities and allowed claims; and (ii) holders of existing voting shares immediately before confirmation receive less than 50% of the voting shares of the emerging entity. Accordingly, we qualified for and adopted fresh-start reporting as of October 6, 2017 . Adopting fresh-start reporting results in a new reporting entity with no beginning retained earnings or deficits. It also includes the issuance of new shares of the reorganized entity caused by change of control under ASC 852. The net book value of the real estate assets contributed to us by CEOC under the Plan of Reorganization was $4.8 billion . Based upon the analysis we completed with the assistance of outside third-party valuation experts, we concluded the fair value of these assets were $8.3 billion , net of non-controlling interests related to the Joliet facilities of $83.0 million . Real estate assets were valued using an income approach and, more specifically, the discounted cash flow (“DCF”) technique. Future lease payments for the properties were modeled according to the terms contained in the initial Lease Agreements. Although we believe the length of the leases with CEOC will extend to the full thirty-five years lease term (assuming the exercise of tenant renewal options) per the initial Lease Agreements, the real property valuation analysis contemplates typical market participant oriented nine - and fourteen -year hold periods as a best methodology to estimate the value of the cash flow during the full term of the lease. Appropriate expenses were estimated and deducted from the future contract rent to derive expected future cash flows. Terminal or reversion values are calculated for both hold period scenarios based on estimated market terminal capitalization rates. The DCF technique estimates value by discounting back to present value the anticipated future cash flows for the interim periods in the DCF model plus the present value of the terminal values using an appropriate discount rate. The discount rate was derived based upon a weighted average cost of capital (“WACC”). The WACC was estimated based upon observations of a peer group of guideline companies whose stock was publicly traded on recognized exchanges as such guideline companies were considered comparable to us. Factors considered in deriving a WACC included general market rates of return at the valuation date, business risks associated with the industry in which VICI operates, and other specific risk factors deemed appropriate. An estimated discount rate of 9.0% was selected as a base rate for all properties. Individual property discount rates were then adjusted based on the specific additional aforementioned risk factors and, once adjusted, ranged from 7.5% to 17.5% . The following fresh-start balance sheet illustrates the financial effects of the implementation of the Plan and the adoption of fresh-start reporting. It reflects the effect of the completion of the transactions included in the Plan, including the issuance of equity and the contribution of properties. (In thousands) Fair Value as of Formation Date (October 6, 2017) Assets Real estate portfolio: Investments in direct financing leases, net $ 7,124,000 Investments in operating leases 1,184,000 Property and equipment used in operations, net 75,000 Cash and cash equivalents 55,771 Other assets 681 Total assets $ 8,439,452 Liabilities Debt $ 4,917,000 Deferred income taxes 5,631 Accounts payable and accrued expenses 149 Total liabilities 4,922,780 Redeemable preferred stock 759,000 Stockholders’ Equity Common stock 1,772 Additional paid-in capital 2,672,900 Total VICI stockholders’ equity 2,674,672 Non-controlling interests 83,000 Total stockholders’ equity 2,757,672 Total liabilities and stockholders’ equity $ 8,439,452 |
Caesars Entertainment Outdoor | |
Reorganizations [Line Items] | |
Liabilities Subject to Compromise | Note 6 — Liabilities Subject to Compromise In March 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 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 October 5, 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 October 5, 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 |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2018 | |
Caesars Entertainment Outdoor | |
Related Party Transaction [Line Items] | |
Related Party Transactions | Note 8 — Related Party Transactions We had transactions with CEOC resulting in net distributions of approximately $1.0 million for the period January 1, 2017 to October 5, 2017 and $1.2 million and $2.0 million for the years ending December 31, 2016 and 2015 , 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) Transaction type Recorded as: Period from January 1, 2017 to October 5, 2017 Year Ended December 31, 2016 Year Ended December 31, 2015 Insurance expense Administrative and other $ 37 $ 45 $ 55 Allocation of indirect expenses from CEOC and Caesars’ affiliates (1) Administrative and other 214 330 318 Golf revenue from CEOC and Caesars’ affiliates (2) Golf revenue 5,304 5,482 4,377 Pass-through revenue with CEOC and Caesars’ affiliates (3) Golf revenue 382 871 769 Food and beverage revenue 107 83 66 Retail and other revenue 116 143 102 _____________ (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 costs. (2) See Summary of Significant Accounting Policies - Revenue Recognition. (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 $27,000 for the period January 1, 2017 to October 5, 2017 and $34,000 and $39,000 for the years ended December 31, 2016 and 2015 |
Schedule I Condensed Financial
Schedule I Condensed Financial Information of Registrant Parent Company Only | 12 Months Ended |
Dec. 31, 2018 | |
Condensed Financial Information Disclosure [Abstract] | |
Schedule I Condensed Financial Information of Registrant Parent Company Only | Schedule I CONDENSED FINANCIAL INFORMATION OF REGISTRANT PARENT COMPANY ONLY VICI PROPERTIES INC. CONDENSED BALANCE SHEETS ( In thousands, except share and per share data ) December 31, 2018 December 31, 2017 Assets Cash and cash equivalents $ 377,704 $ 119,117 Restricted cash 48 — Short-term investments 520,877 — Other assets 2,150 — Due from affiliates 133 57,573 Investment in subsidiaries 6,033,310 9,545,013 Total assets $ 6,934,222 $ 9,721,703 Liabilities Other liabilities $ 486 $ — Dividends payable 116,287 — Due to affiliates — 155,001 Total liabilities 116,773 155,001 Shareholders’ equity Common stock, $0.01 par value, 700,000,000 shares authorized and 404,729,616 and 300,278,938 shares issued and outstanding at December 31, 2018 and December 31, 2017, respectively 4,047 3,003 Preferred stock, $0.01 par value, 50,000,000 shares authorized and no shares outstanding at December 31, 2018 and 2017 — — Additional paid in capital 6,648,430 9,563,417 Accumulated other comprehensive loss (22,124 ) — Retained earnings 187,096 282 Total shareholders' equity 6,817,449 9,566,702 Total liabilities and shareholders’ equity $ 6,934,222 $ 9,721,703 See accompanying Notes to Condensed Financial Information Schedule I CONDENSED FINANCIAL INFORMATION OF REGISTRANT PARENT COMPANY ONLY VICI PROPERTIES INC. CONDENSED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (In thousands) Year Ended Period from October 6, 2017 to December 31, 2017 Revenues Equity in earnings of investment in subsidiary $ 516,116 $ — Revenues 516,116 — Operating Expenses General and administrative 78 — Total operating expenses 78 — Operating income 516,038 — Interest income 7,581 282 Income before income taxes 523,619 282 Income taxes — — Net income $ 523,619 $ 282 Other comprehensive income Net income $ 523,619 $ 282 Unrealized loss on cash flow hedges - investment in subsidiaries (22,124 ) — Comprehensive income $ 501,495 $ 282 See accompanying Notes to Condensed Financial Information Schedule I CONDENSED FINANCIAL INFORMATION OF REGISTRANT PARENT COMPANY ONLY VICI PROPERTIES INC. CONDENSED STATEMENTS OF CASH FLOWS (In thousands) Year Ended Period from October 6, 2017 to December 31, 2017 Cash flows from operating activities Net income $ 523,619 $ 282 Change in operating assets and liabilities: Change in other assets (2,150 ) — Change in other liabilities 270 — Change in intercompany balances, net (614 ) 98,813 Cash flows from operating activities 521,125 99,095 Cash flows from investing activities Investment in subsidiary (1,838,205 ) (1,000,000 ) Distributions from subsidiaries 357,781 — Investments in short-term investments (691,239 ) — Maturities of short-term investments 170,362 — Cash flows used in investing activities (2,001,301 ) (1,000,000 ) Cash flows from financing activities Proceeds from private placement of common stock — 964,376 Proceeds from initial public offering of common stock 1,307,119 — Proceeds from follow-on offering of common stock 694,374 — Dividends paid (262,682 ) — Mandatory debt conversion costs — (13 ) Cash flows provided by financing activities 1,738,811 964,363 Net increase in cash and cash equivalents 258,635 63,458 Cash, cash equivalents and restricted cash, beginning of period 119,117 55,659 Cash, cash equivalents and restricted cash, end of period $ 377,752 $ 119,117 See accompanying Notes to Condensed Financial Information Schedule I CONDENSED FINANCIAL INFORMATION OF REGISTRANT PARENT COMPANY ONLY VICI PROPERTIES INC. NOTES TO CONDENSED FINANCIAL INFORMATION 1. Background and Basis of Presentation The condensed parent company financial information has been prepared in accordance with Rule 12-04, Schedule 1 of Regulation S-X, as the restricted net assets of VICI Properties Inc. and its subsidiaries exceed 25% of the consolidated net assets of VICI Properties Inc. and its subsidiaries (the “Company”). This information should be read in conjunction with the Company’s consolidated financial statements included elsewhere in this filing. 2. Restricted net assets of subsidiaries VICI Properties 1 LLC (“VICI PropCo”), a Delaware limited liability company and an indirect wholly-owned subsidiary of VICI Properties, Inc ., has certain restrictions on its ability to pay dividends or make intercompany loans and advances pursuant to financing arrangements. On December 22, 2017, VICI PropCo entered into a credit agreement (the “Credit Agreement”) governing the Term Loan B Facility and the Revolving Credit Facility. The Credit Agreement contains customary covenants that, among other things, limit the ability of VICI PropCo and its restricted subsidiaries to: (i) incur additional indebtedness; (ii) merge with a third party or engage in other fundamental changes; (iii) make restricted payments; (iv) enter into, create, incur or assume any liens; (v) make certain sales and other dispositions of assets; (vi) enter into certain transactions with affiliates; (vii) make certain payments on certain other indebtedness; (viii) make certain investments; and (ix) incur restrictions on the ability of restricted subsidiaries to make certain distributions, loans or transfers of assets to VICI PropCo or any restricted subsidiary. These covenants are subject to a number of exceptions and qualifications, including the ability to make unlimited restricted payments to maintain our REIT status and to avoid the payment of federal or state income or excise tax, the ability to make restricted payments in an amount not to exceed 95% of our Funds from Operations (as defined in the Credit Agreement) subject to no event of default under the Credit Agreement and pro forma compliance with the financial covenant pursuant to the Credit Agreement, and the ability to make additional restricted payments in an aggregate amount not to exceed the greater of 0.6% of Adjusted Total Assets (as defined in the Credit Agreement) or $30,000,000 . Commencing with the first full fiscal quarter ended after December 22, 2017, if the outstanding amount of the Revolving Credit Facility plus any drawings under letters of credit issued pursuant to the Credit Agreement that have not been reimbursed as of the end of any fiscal quarter exceeds 30% of the aggregate amount of the Revolving Credit Facility, VICI PropCo and its restricted subsidiaries on a consolidated basis would be required to maintain a maximum Total Net Debt to Adjusted Total Assets Ratio, as defined in the Credit Agreement, as of the last day of any applicable fiscal quarter. The Second Lien Notes were issued on October 6, 2017, pursuant to an indenture (the “Indenture”) by and among VICI PropCo and its wholly owned subsidiary, VICI FC Inc. (together, the “Issuers”), the subsidiary guarantors party thereto, and UMB Bank National Association, as trustee. The Indenture contains covenants that limit the Issuers’ and their restricted subsidiaries’ ability to, among other things: (i) incur additional debt; (ii) pay dividends on or make other distributions in respect of their capital stock or make other restricted payments; (iii) make certain investments; (iv) sell certain assets; (v) create or permit to exist dividend and/or payment restrictions affecting their restricted subsidiaries; (vi) create liens on certain assets to secure debt; (vii) consolidate, merge, sell or otherwise dispose of all or substantially all of their assets; (viii) enter into certain transactions with their affiliates; and (ix) designate their subsidiaries as unrestricted subsidiaries. These covenants are subject to a number of exceptions and qualifications, including the ability to declare or pay any cash dividend or make any cash distribution to VICI to the extent necessary for VICI to distribute cash dividends of 100% of our “real estate investment trust taxable income” within the meaning of Section 857(b)(2) of the Internal Revenue Code of 1986, as amended, certain restricted payments not to exceed the amount of our cumulative earnings (calculated pursuant to the Indenture as $30,000,000 plus 95% of our cumulative Adjusted Funds From Operations (as defined in the Indenture) less cumulative distributions, with certain other adjustments), and the ability to make restricted payments in an amount equal to the greater of 0.6% of Adjusted Total Assets (as defined in the Indenture) or $30,000,000 . The amount of restricted net assets the Company’s consolidated subsidiaries held as of December 31, 2018 was approximately $5.8 billion . 3. Commitments, contingencies, and long-term obligations |
Schedule III - Real Estate and
Schedule III - Real Estate and Accumulated Depreciation | 12 Months Ended |
Dec. 31, 2018 | |
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation Disclosure [Abstract] | |
Schedule III - Real Estate and Accumulated Depreciation | SCHEDULE III REAL ESTATE ASSETS AND ACCUMULATED DEPRECIATION December 31, 2018 (in thousands) Acquisition Costs Costs Capitalized Subsequent to Acquisition Gross Amount at Which Carried at Close of Period Description Location Encumbrances Land and Improvements Building and Improvements Land and Improvements Building and Improvements Land and Improvements Building and Improvements Total (a) Accumulated Depreciation Date Acquired Useful Life Caesars Palace Land Las Vegas, Nevada (b) $ 1,010,967 $ — $ — $ — $ 1,010,967 $ — $ 1,010,967 $ — 10/6/2017 (c) N/A Land Parcels subject to Non-CPLV Lease Agreement Various (d) 75,691 — — — 75,691 — 75,691 — 10/6/2017 N/A Vacant, non-operating Land Various 22,189 — — — 22,189 — 22,189 — 10/6/2017 N/A Eastside Property (e) Las Vegas, Nevada 73,600 — — — 73,600 — 73,600 — 10/6/2017 N/A $ 1,182,447 $ — $ — $ — $ 1,182,447 $ — $ 1,182,447 $ — (a) As discussed further in Note 2 — Summary of Significant Accounting Policies, the Lease Agreements are bifurcated between operating leases and direct financing leases, resulting in land that is subject to operating lease treatment being recorded as a Real Estate Investments accounted for using the operating method on the Company's Balance Sheet and included in this Schedule III. Building assets that triggered direct financing lease treatment are recorded Investment in direct financing leases, net on the Company's Balance Sheet and are not included in this Schedule III. (b) Pledged to secure obligations under the CPLV CMBS Debt. (c) Octavius tower addition to the Land was acquired on July 11, 2018. (d) Pledged to secure obligations under the Senior Secured Credit . (e) The transaction to sell the Eastside Property to a subsidiary of Caesars closed on December 22, 2017. Due to a put/call option on the land parcels, it was determined that the transaction does not meet the requirements of a completed sale for accounting purposes. As a result, we reclassified $73.6 million from Real estate investments accounted for using the operating method to Land. A summary of activity for real estate assets and accumulated depreciation for the period October 6, 2017 to December 31, 2018 is as follows: Real Estate Accumulated Depreciation Balance as of October 6, 2017 $ 1,184,000 $ — Additions — — Disposals — — Depreciation expense — — Balance as of December 31, 2017 $ 1,184,000 $ — Additions 10,967 — Impairments (12,334 ) — Disposals (186 ) — Depreciation expense — — Balance as of December 31, 2018 $ 1,182,447 $ — |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2018 | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |
Basis of Presentation | Basis of Presentation The accompanying consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information set forth in the Accounting Standards Codification (“ASC”), as published by the Financial Accounting Standards Board (“FASB”), and with the applicable rules and regulations of the Securities and Exchange Commission (“SEC”). |
Principles of Consolidation and Non-controlling Interest | Principles of Consolidation and Non-controlling Interest The accompanying consolidated Financial Statements include our accounts and the accounts of our Operating Partnership, and the subsidiaries in which we or our Operating Partnership has a controlling interest, which includes a single variable interest entity (“VIE”) where we are the primary beneficiary. All intercompany accounts and transactions have been eliminated in consolidation. We consolidate all subsidiaries in which we have a controlling financial interest and VIEs for which we or one of our consolidated subsidiaries is the primary beneficiary. We present non-controlling interest and classify such interest as a component of consolidated stockholders’ equity, separate from VICI stockholders’ equity. Our non-controlling interest represents a 20% |
Use of Estimates | Use of EstimatesThe preparation of financial statements in conformity with GAAP requires us to make estimates and assumptions. These estimates and assumptions affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the Financial Statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from these estimates. |
Reportable Segments | Reportable Segments Our real property business and our golf course business represent two reportable segments. The real property business segment consists of leased real property and represents the substantial majority of our business. The golf course business segment consists of four golf courses, each of which is an operating segment and is aggregated into one reportable segment. |
Cash, Cash Equivalents, and Restricted Cash | Cash, Cash Equivalents, and Restricted Cash Cash consists of cash-on-hand and cash-in-bank. Any investments with an original maturity of three months or less from the date of purchase are considered cash equivalents and are stated at the lower of cost or market value. Investments with an original maturity of greater than three months and less than one year from the date of purchase are considered short-term investments and are stated at fair value. |
Short-Term Investments | Short-Term InvestmentsWe generally invest our excess cash in short-term investment grade commercial paper as well as discount notes issued by government-sponsored enterprises including the Federal Home Loan Mortgage Corporation and certain of the Federal Home Loan Banks. These investments generally have original maturities between 91 and 120 days and are accounted for as available for sale securities. |
Investments | Investments in Direct Financing and Operating Leases Upon lease inception, we assess lease classification under ASC 840 “Leases” (“ASC 840”) to determine if the lease should be classified as capital or operating. If a lease is determined to be a capital lease, we further assess if it is a direct financing or sales-type lease as defined in ASC 840. For leases determined to be direct financing capital leases, upon execution of the lease transaction, the asset is classified to Investments in direct financing leases, net. For direct financing leases where the land represents greater than 25% of the fair value of the underlying asset, the land and building components of the lease are bifurcated and separately assessed for classification. We have determined that all of our leases meet the definition of direct financing leases under ASC 840, with the exception of the land component of our investment in Caesars Palace Las Vegas and certain parcels of land contained in the Non-CPLV Lease Agreement. We recognize the related income from our direct financing leases on an effective interest basis at a constant rate of return over the terms of the applicable leases. As a result, the cash payments accounted for under direct financing leases will not equal income from direct financing leases. Rather, a portion of the cash rent we receive is recorded as Income from direct financing leases in our Statement of Operations and a portion is recorded as a change to the Investments in direct financing leases, net. Initial direct costs incurred in connection with direct financing lease transactions are included in the balance of Investments in direct financing leases, net. Such amounts will be recognized as a reduction to Income from direct financing leases over the life of the lease using the effective interest method. Under the operating lease model, as the lessor, at lease inception the land is recorded as Investments in operating leases in our Balance Sheet and we record income from operating leases on a straight-line basis over the lease term. The amount of annual minimum lease payments attributable to the land element after deducting executory costs, including any profit thereon, is determined by applying the lessee’s incremental borrowing rate to the value of the land. We record this lease income as Income from operating leases in our Statement of Operations. Investments in Land Vacant, Non-Operating Land On the Formation Date, CEOC transferred certain vacant, non-operating land parcels to us, which are subject to the provisions of the Non-CPLV Lease Agreement. The Non-CPLV Lease Agreement allows for the sale of these vacant, non-operating land parcels without Caesars’ consent since they are specifically identified as de minimis to the operations of Caesars. A ll of the land parcels are located outside of Las Vegas and none of the land parcels are a component of the operations of our regional property portfolio. In the 2018 we reclassified the remaining $22.2 million carrying value of the vacant, non-operating land from Investments in operating leases to Land. Eastside Property In 2017, we sold certain land parcels known as the Eastside Property to Caesars for a sales price of $73.6 million . It was determined that the transaction does not meet the requirements of a completed sale for accounting purposes due to a put/call option on the land parcels and a convention center currently in process of being constructed (“Caesars Forum Convention Center”). The amount of $ 73.6 million is presented as Land with a corresponding amount of $73.6 million recorded as Deferred financing liability in our Consolidated Balance Sheet. |
Property and Equipment Used in Operations | Property and Equipment Used in Operations Property and equipment used in operations represents assets for VICI Golf, our golf operations, and were recorded at fair value of $75.0 million at the Formation Date. 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. Additions to property used in operations are stated at cost. We capitalize the costs of improvements that extend the life of the asset and 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: Depreciable land improvements 2-50 years Building and improvements 5-25 years Furniture and equipment 2-5 years |
Impairment | Impairment We assess our real estate portfolio and property and equipment used in operations for impairment on a quarterly basis or whenever certain events or changes in circumstances indicate a possible impairment of the carrying value of the asset. Events or circumstances that may occur include changes in management’s intended holding period or potential sale to a third party, significant changes in real estate market conditions or tenant financial difficulties resulting in non-payment of the lease. Impairments are measured as the amount by which the current book value of the asset exceeds the estimated fair value of the asset. With respect to estimated expected future cash flows for determining whether an asset is impaired, assets are grouped at the lowest level of identifiable cash flows. |
Revenue Recognition | Tenant Reimbursement of Property Taxes Real estate taxes paid directly by our tenants to taxing authorities are recorded gross on our Balance Sheets and Income Statements, as we have concluded we are the primary obligor. Such amounts are presented as revenues from tenant reimbursement of property taxes with a corresponding and offsetting property tax expense. Upon adoption of ASC 842, “Leases” (“ASC 842”) in the first quarter of 2019, we believe such amounts will be presented net, as the tenants pay the real estate taxes directly to the applicable taxing authority. Refer to Note 3 - Recently Issued Accounting Pronouncements for further details. Revenue from Golf Operations On the Formation Date, subsidiaries of VICI Golf 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 currently comprised of a $10.2 million annual membership fee, $3.1 million of use fees and approximately $1.2 million of 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. Revenue from the Golf Course Use Agreement is recognized in accordance with ASC 606, “Revenue From Contracts With Customers”. |
Fair Value Measurements | Fair Value Measurements We measure the fair value of financial instruments based on assumptions that market participants would use in pricing the asset or liability. As a basis for considering market participant assumptions in fair value measurements, a fair value hierarchy distinguishes between market participant assumptions based on market data obtained from sources independent of the reporting entity and the reporting entity’s own assumptions about market participant assumptions. In accordance with the fair value hierarchy, Level 1 assets/liabilities are valued based on quoted prices for identical instruments in active markets, Level 2 assets/liabilities are valued based on quoted prices in active markets for similar instruments, on quoted prices in less active or inactive markets, or on other “observable” market inputs and Level 3 assets/liabilities are valued based significantly on “unobservable” market inputs. |
Derivative Financial Instruments | Derivative Financial Instruments We record our derivative financial instruments as either Other assets or Other liabilities on our Balance Sheet at fair value. The accounting for changes in the fair value of derivatives depends on the intended use of the derivative, whether we elected to designate a derivative in a hedging relationship and apply hedge accounting and whether the hedging relationship has satisfied the criteria necessary to apply hedge accounting. Derivatives designated and qualifying as a hedge of the exposure to variability in expected future cash flows are considered cash flow hedges. We formally document our hedge relationships and designation at the contract’s inception. This documentation includes the identification of the hedging instruments and the hedged items, its risk management objectives, strategy for undertaking the hedge transaction and our evaluation of the effectiveness of its hedged transaction. On a quarterly basis, we also assess whether the derivative we designated in each hedging relationship is expected to be, and has been, highly effective in offsetting changes in the value or cash flows of the hedged items. If it is determined that a derivative is not highly effective at hedging the designated exposure, hedge accounting is discontinued and the changes in fair value of the instrument are included in net income prospectively. If the hedge relationship is terminated, then the value of the derivative is recorded in Accumulated other comprehensive income and recognized in earnings when the cash flows that were hedged affect earnings. Changes in the fair value of our derivative instruments that qualify as hedges are reported as a component of Accumulated other comprehensive income on our consolidated financial statements. |
Income Taxes | Income Taxes-REIT Qualification We have elected to be taxed as a REIT for U.S. Federal income tax purposes commencing with our taxable year ended December 31, 2017. 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 stockholders, 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 stockholders. If we fail to qualify as a REIT in any taxable year, we will be subject to U.S. federal income tax on our taxable income at regular corporate income tax rates, and distributions paid to our stockholders would not be deductible by us in computing taxable income. Additionally, 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 stockholders. 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. The TRS operations (represented by the four golf course businesses) are able to engage in activities resulting in income that would not be qualifying income for a REIT. As a result, certain activities of the Company which occur within its TRS operations are subject to federal and state income taxes. The provision for income taxes includes current and deferred portions. The current income tax provision differs from the amount of income tax currently payable because of temporary differences in the recognition of certain income and expense items between financial reporting and income tax reporting. We use the asset and liability method to provide for income taxes, which requires that our income tax expense reflect the expected future tax consequences of temporary differences between the carrying amounts of assets or liabilities for financial reporting versus income tax purposes. Accordingly, a deferred tax asset or liability for each temporary difference is determined based on enacted tax rates that we expect to be in effect when the underlying items of income and expense are realized and the differences reverse. |
Debt Issuance Costs | Debt Issuance Costs Debt issuance costs are deferred and amortized to interest expense over the contractual term of the underlying indebtedness. We present unamortized deferred financing costs as a direct deduction from the carrying amount of the associated debt liability. |
Acquisition and Transaction Expenses | Acquisition and Transaction ExpensesDead deal costs and other transaction and acquisition related expenses which are not capitalizable under GAAP are expensed in the period they occur. |
Share Based Compensation | Stock-Based Compensation We account for stock-based compensation under ASC 718, Compensation - Stock Compensation (“ASC 718”), which requires us to expense the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award. This expense is recognized ratably over the requisite service period following the date of grant. For non-vested share awards that vest over a predetermined time period, we use the 10 -day volume weighted average price using the 10 trading days ending on the grant date. For non-vested share awards that vest based on market conditions, we use a Monte Carlo simulation (risk-neutral approach) to determine the value of each tranche. The unrecognized compensation relating to awards under our stock incentive plan will be amortized to general and administrative expense over the awards’ remaining vesting periods. Vesting periods for award of equity instruments range from zero to four |
Earnings Per Share | Earnings Per Share Earnings per share (”EPS”) is calculated in accordance with ASC 260, “Earnings Per Share”. Basic EPS is computed by dividing net income applicable to common stockholders by the weighted-average number of shares of common stock outstanding during |
Underwriting Commissions and Offering Costs | Underwriting Commissions and Offering CostsUnderwriting commissions and offering costs incurred in connection with common stock offerings are reflected as a reduction of additional paid-in capital. Costs incurred that are not directly associated with the completion of a common stock offering are expensed when incurred. |
Concentrations of Credit Risk | Concentrations of Credit Risk As of December 31, 2018, all of our real estate holdings (other than VICI Golf) are currently leased by us to CEOC or other affiliates of Caesars, and most of our revenues are derived from the Lease Agreements that we have with CEOC or other affiliates of Caesars. Additionally, our properties on the Las Vegas Strip generated approximately 36% of our lease revenue for the year ended December 31, 2018. Other than having a single tenant from which we will derive most of our revenue and our concentration in the Las Vegas market, we do not believe there are any other significant concentrations of credit risk. On November 13, 2018, we entered into definitive agreements to acquire from affiliates of JACK Entertainment LLC all of the land and real estate assets associated with Greektown located in Detroit, Michigan, for $700.0 million in cash, and an affiliate of Penn National has agreed to acquire the operating assets of Greektown for $300.0 million in cash (together, the “Greektown Acquisition”). Additionally, on January 2, 2019 we completed the previously disclosed transaction to acquire the Margaritaville Resort Casino |
Recently Issued Accounting Pronouncements | ASU No. 2014-09 - Revenue from Contracts with Customers - May 2014 (amended January 2017) : |
Caesars Entertainment Outdoor | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |
Property and Equipment Used in Operations | Leasehold improvements are amortized over the shorter of the term of the respective lease or their useful life using the straight-line method.Property CostsProperty costs are charged to income during the period incurred and include land rent, utilities and general repairs and maintenance.Long-Lived Assets The Business has significant capital invested in 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 the financial results and whether a gain or loss should be recognized on the disposal of an asset. Lives assigned to the assets are based on standard policy, established by management as representative of the useful life of each category of asset. The carrying value of our long-lived assets is reviewed whenever events and circumstances indicate the carrying value of an asset may not be recoverable from the estimated future cash flows expected to result from its use and eventual disposition. The factors considered by management in performing this assessment may include current operating results, trends, prospects, as well as the effect of demand, competition, and other economic, legal, and regulatory factors. In estimating expected future cash flows for determining whether an asset is impaired, assets are grouped at the lowest level of identifiable cash flows, which in this case, is the four golf courses combined together as an asset group. These analyses are sensitive to management assumptions and the estimates of the obsolescence factors. Changes in these assumptions and estimates could have a material impact on the analyses and the Financial Statements. For the period from January 1, 2017 to October 5, 2017 and the years ended December 31, 2016 and 2015 , no impairment of long-lived assets was recorded. Additions to property and equipment are stated at cost. Costs of improvements that extend the life of the asset are capitalized. Maintenance and repair costs are expensed as incurred. Gains or losses on the dispositions of property and equipment are recognized in the period of disposal. With respect to golf course improvements (included in land improvements), only costs associated with original construction, complete replacements of items such as tee boxes and putting greens, or the addition of new trees, sand traps, fairways or putting greens are capitalized. All other related costs are expensed as incurred. For building improvements, only costs that extend the useful life of the building are capitalized. |
Income Taxes | Income Taxes Historically, the Outdoor Business has been included in the consolidated federal income tax return of Caesars, as well as certain state tax returns where Caesars or one of its subsidiaries files a state tax return. The provisions of ASC 740, “Income Taxes,” was applied and the provision for income taxes was computed on a separate return basis. The separate return method applies the accounting guidance for income taxes to the stand-alone combined Financial Statements as if the Business was a separate taxpayer and a stand-alone enterprise for the periods presented. As discussed in Note 7, these Financial Statements include certain allocations of income and expense amongst affiliated entities. The tax provision was calculated assuming such allocations were appropriate for income tax reporting purposes and do not include any transfer pricing adjustments with respect to such allocations. The calculation of income taxes on a separate return basis requires a considerable amount of judgment and use of both estimates and allocations. Management believes that the assumptions and estimates used to compute these tax amounts are reasonable. However, the Financial Statements may not necessarily reflect our income tax expense or tax payments in the future, or what tax amounts would have been if the Business had been a stand-alone enterprise during the periods presented. |
Advertising Expense | Advertising ExpenseThe golf courses are marketed through advertising and other promotional activities. Advertising expense is charged to income during the period incurred. |
Cash | Cash |
Receivables | ReceivablesAccounts receivable are non-interest bearing and are initially recorded at cost. They include amounts for sponsorship and other golf tournament fees, amounts due for hosted private events, and amounts due from credit card clearing activities. The allowance for doubtful accounts is established and maintained based on our best estimate of accounts receivable collectability. Management estimates collectability by specifically analyzing accounts receivable aging, known troubled accounts and other historical factors that affect collections. Accounts are written off when management deems the account to be uncollectible. Recoveries of accounts previously written off are recorded into income when received. Trade receivables are due within one year or less and approximates fair value. |
Inventory | InventoryInventory, which consists primarily of food and beverages and merchandise held for resale, is stated at the lower of cost or market. Losses on obsolete or excess inventory are not material. |
Liabilities Subject to Compromise | Liabilities Subject to CompromiseUnder bankruptcy law, actions by creditors to collect amounts owed prior to the Petition Date are stayed and certain other prepetition contractual obligations may not be enforced against the companies that own the Business. Substantially all liabilities of the Debtors as of the Petition Date, except those paid under certain first day motions filed with the Bankruptcy Court, have been classified as liabilities subject to compromise in the Balance Sheets. Liabilities subject to compromise, including claims that became known after the bankruptcy petition was filed, are reported using our best estimates of the expected amount of the total allowed claim. |
Revenue Recognition, Leases | Revenue Recognition Revenues from golf course operations, food and beverage and merchandise sales are recognized at the time of sale or when the service is provided and are reported net of sales tax. Golf memberships sold are typically to individuals and are not refundable and are deferred and recognized within golf revenue in the Statements of Operations over the expected life of an active membership, which is typically one year or less. 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 $611,000 for the period January 1, 2017 to October 5, 2017 , and $620,000 and $708,000 for the years ended December 31, 2016 and 2015 , 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 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |
Schedule of Cash and Cash Equivalents and Restricted Cash | The following table provides a reconciliation of cash, cash equivalents and restricted cash reported on the Balance Sheet to the total of the same such amounts presented in the Statement of Cash Flows. (In thousands) December 31, 2018 December 31, 2017 Cash and cash equivalents $ 577,883 $ 183,646 Restricted cash 20,564 13,760 Total cash, cash equivalents and restricted cash shown in the Statement of Cash Flows $ 598,447 $ 197,406 |
Schedule Of Depreciation | 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: Depreciable land improvements 2-50 years Building and improvements 5-25 years Furniture and equipment 2-5 years (In thousands) December 31, 2018 December 31, 2017 Land and land improvements $ 58,573 $ 57,901 Buildings and improvements 14,572 14,572 Furniture and equipment 2,805 2,578 Total property and equipment used in operations 75,950 75,051 Less: accumulated depreciation (4,437 ) (751 ) Total property and equipment used in operations, net $ 71,513 $ 74,300 (In thousands) Year Ended December 31, 2018 Period from October 6, 2017 to December 31, 2017 Depreciation expense $ 3,686 $ 751 |
Caesars Entertainment Outdoor | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |
Schedule Of Depreciation | 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: Useful Lives Land improvements 12-60 years Buildings and leasehold improvements 40 years Building improvements 5-15 years Furniture, fixtures, and equipment 2-10 years (In thousands) October 5, 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 1,831 — Total property and equipment 117,525 116,277 Less: accumulated depreciation (29,216 ) (27,446 ) Total property and equipment, net $ 88,309 $ 88,831 (In thousands) Period from January 1, 2017 to October 5, 2017 Year Ended December 31, 2016 Year Ended December 31, 2015 Depreciation expense (including capital lease amortization) $ 2,445 $ 3,030 $ 2,882 |
Allowance for Doubtful Accounts | Allowance for Doubtful Accounts (In thousands) 2017 2016 2015 Balance as of January 1, $ 7 $ 19 $ 1 Charges (credits) to income 12 (10 ) 31 Write-offs less recoveries (11 ) (2 ) (13 ) Balance as of October 5, 2017; December 31, 2016; and December 31, 2015, respectively $ 8 $ 7 $ 19 |
Fresh-Start Reporting (Tables)
Fresh-Start Reporting (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Reorganizations [Abstract] | |
Schedule of Fresh-Start Adjustments | The following fresh-start balance sheet illustrates the financial effects of the implementation of the Plan and the adoption of fresh-start reporting. It reflects the effect of the completion of the transactions included in the Plan, including the issuance of equity and the contribution of properties. (In thousands) Fair Value as of Formation Date (October 6, 2017) Assets Real estate portfolio: Investments in direct financing leases, net $ 7,124,000 Investments in operating leases 1,184,000 Property and equipment used in operations, net 75,000 Cash and cash equivalents 55,771 Other assets 681 Total assets $ 8,439,452 Liabilities Debt $ 4,917,000 Deferred income taxes 5,631 Accounts payable and accrued expenses 149 Total liabilities 4,922,780 Redeemable preferred stock 759,000 Stockholders’ Equity Common stock 1,772 Additional paid-in capital 2,672,900 Total VICI stockholders’ equity 2,674,672 Non-controlling interests 83,000 Total stockholders’ equity 2,757,672 Total liabilities and stockholders’ equity $ 8,439,452 |
Real Estate Portfolio (Tables)
Real Estate Portfolio (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Leases [Abstract] | |
Schedule Of Direct Financing Lease | Our real estate portfolio consisted of the following as of December 31, 2018 and 2017 : (In thousands) December 31, 2018 December 31, 2017 Minimum lease payments receivable under direct financing leases (1) $ 27,285,943 $ 29,302,166 Estimated residual values of leased property (unguaranteed) 2,135,312 1,987,651 Gross investment in direct financing leases 29,421,255 31,289,817 Unamortized initial direct costs 22,822 — Less: Unearned income (20,528,030 ) (23,021,174 ) Net investment in direct financing leases, net 8,916,047 8,268,643 Investment in operating leases (2) 1,086,658 1,110,400 Land (3) 95,789 73,600 Total Real estate portfolio $ 10,098,494 $ 9,452,643 ____________________ (1) Minimum lease payments do not include contingent rent, as discussed below, that may be received under the Lease Agreements. (2) Represents portion of land separately classified and accounted for under the operating lease model associated with our investment in Caesars Palace Las Vegas and certain operating land parcels contained in the Non-CPLV Lease Agreement. (3) Represents our investment in the Eastside Property and certain non-operating, de minimis land parcels contained in the Non-CPLV Lease Agreement. Refer to Note 5 — Property Transactions |
Schedule of Components of Direct Financing and Operating Leases | The following table details the components of our income from direct financing and operating leases: (In thousands) Year Ended December 31, 2018 Period from October 6, 2017 to December 31, 2017 Income from direct financing leases $ 741,564 $ 150,171 Income from operating leases 47,972 11,529 Total leasing revenue 789,536 161,700 Less: Direct financing lease adjustment (1) (45,404 ) (8,443 ) Total contractual leasing revenue $ 744,132 $ 153,257 ____________________ |
Schedule of Future Minimum Lease Payments for Operating and Capital Leases | At December 31, 2018 , minimum lease payments owed to us for each of the five succeeding years under direct financing and operating leases are as follows: (In thousands) Minimum Lease Payments (1) 2019 $ 795,467 2020 807,283 2021 819,288 2022 831,922 2023 846,042 Thereafter 24,662,875 Total $ 28,762,877 ____________________ |
Schedule of Material Lease Provisions Of Lease Agreements | The following is a summary of the material lease provisions of our lease with a subsidiary of Penn National which commenced on January 2, 2019, the date of acquisition: ($ In thousands) Lease Provision Term Initial term 15 years Renewal terms Four, five-year terms Building base rent $17,200 Escalation commencement Lease year two Escalation 2% of Building Base rent, subject to the EBITDAR to rent ratio floor EBITDAR to rent ratio floor (1) 1.9x commencing lease year two Land base rent (2) $3,000 Percentage rent (3) $3,000 (fixed for lease year one and two) Percentage rent reset Lease year three and each and every other lease year thereafter Percentage rent multiplier The product of (i) 4% and (ii) the excess (if any) of (a) the average annual net revenue of a trailing two-year period preceding such reset year over (b) a threshold amount (defined as 50% of LTM net revenues prior to acquisition) ____________________ (1) In the event that the EBITDAR to rent ratio coverage is below the stated floor, the escalation will be reduced to such amount to achieve the stated EBITDAR to rent ratio coverage, provided that the amount shall never result in a decrease to the prior year’s rent. (2) Land base rent is not subject to escalation. ($ In thousands) Non-CPLV Lease Agreement and Joliet Lease Agreement (1) CPLV Lease Agreement HLV Lease Agreement (7) Lease Provision (2) Prior to Amendment As Amended Prior to Amendment As Amended Prior to Amendment and as Amended Initial Term 15 years 15 years 15 years 15 years 15 years Renewal Terms Four, five-year terms Four, five-year terms Four, five-year terms Four, five-year terms Four, five-year terms Initial Base Rent (3) $472,925 $493,925 $165,000 $200,000 $87,400 Escalator commencement Lease year six Lease year two Lease year two Lease year two Lease year two Escalator (4) Consumer price index subject to 2% floor Lease years 2-5 - 1.5% Lease Years 6-15 - Consumer price index subject to 2% floor Consumer price index subject to 2% floor Consumer price index subject to 2% floor Lease years 2-5 - 1% Lease Years 6-15 - Consumer price index subject to 2% floor EBITDAR to Rent Ratio floor (5) None 1.2x commencing lease year 8 None 1.7x commencing lease year 8 1.6x commencing lease year 6 Variable Rent commencement/reset Lease years 8 and 11 Lease years 8 and 11 Lease years 8 and 11 Lease years 8 and 11 Lease years 8 and 11 Variable Rent split (6) Lease years 8-10 - 70% Base Rent and 30% Variable Rent Lease years 11-15- 80% Base Rent and 20% Variable Rent Lease years 8-10 - 70% Base Rent and 30% Variable Rent Lease years 11-15- 80% Base Rent and 20% Variable Rent 80% Base Rent and 20% Variable Rent 80% Base Rent and 20% Variable Rent 80% Base Rent and 20% Variable Rent Variable Rent percentage (6) Lease years 8-10 - 19.5% Lease years 11-15 - 13% 4% 13% 4% 4% ____________________ (1) With respect to the Joliet Lease Agreement, we are entitled to receive 80% of the rent thereunder pursuant to the operating agreement of our joint venture, Harrah’s Joliet Landco LLC. (2) All capitalized terms used without definition herein have the meanings detailed in the applicable Caesars Lease Agreement. (3) The base rents of the Non-CPLV Lease Agreement and CPLV Lease Agreement were adjusted by $21.0 million and $35.0 million , respectively, to incorporate the base rent for Harrah’s Philadelphia and Octavius Tower, respectively. The additional $35.0 million of rent for Octavius Tower is not subject to the Escalator. (4) Any amounts representing rents in excess of the CPI floors specified above are considered contingent rent in accordance with GAAP. No such rent has been recognized for the year ended December 31, 2018 and the period from October 6, 2017 to December 31, 2017. (5) In the event that the EBITDAR to Rent Ratio coverage is below the stated floor, the Escalator of the respective Caesars Lease Agreements will be reduced to such amount to achieve the stated EBITDAR to Rent Ratio coverage, provided that the amount shall never result in a decrease to the prior year’s rent. (6) Variable Rent is not subject to the Escalator and is calculated based on the increase or decrease of Net Revenues, as defined in the Caesars Lease Agreements, multiplied by the Variable Rent percentage. |
Property and Equipment Used i_2
Property and Equipment Used in Operations, Net (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Property, Plant and Equipment [Line Items] | |
Schedule Of Property and Equipment Used in Operations, Net | 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: Depreciable land improvements 2-50 years Building and improvements 5-25 years Furniture and equipment 2-5 years (In thousands) December 31, 2018 December 31, 2017 Land and land improvements $ 58,573 $ 57,901 Buildings and improvements 14,572 14,572 Furniture and equipment 2,805 2,578 Total property and equipment used in operations 75,950 75,051 Less: accumulated depreciation (4,437 ) (751 ) Total property and equipment used in operations, net $ 71,513 $ 74,300 (In thousands) Year Ended December 31, 2018 Period from October 6, 2017 to December 31, 2017 Depreciation expense $ 3,686 $ 751 |
Caesars Entertainment Outdoor | |
Property, Plant and Equipment [Line Items] | |
Schedule Of Property and Equipment Used in Operations, Net | 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: Useful Lives Land improvements 12-60 years Buildings and leasehold improvements 40 years Building improvements 5-15 years Furniture, fixtures, and equipment 2-10 years (In thousands) October 5, 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 1,831 — Total property and equipment 117,525 116,277 Less: accumulated depreciation (29,216 ) (27,446 ) Total property and equipment, net $ 88,309 $ 88,831 (In thousands) Period from January 1, 2017 to October 5, 2017 Year Ended December 31, 2016 Year Ended December 31, 2015 Depreciation expense (including capital lease amortization) $ 2,445 $ 3,030 $ 2,882 |
Other Liabilities (Tables)
Other Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Other Liabilities Disclosure [Abstract] | |
Schedule of Other Liabilities | The following table details the components of our other liabilities: (In thousands) December 31, 2018 December 31, 2017 Other accrued expenses 30,951 2,796 Derivative liability 22,124 — Accrued payroll and other compensation 4,934 2,559 Deferred income taxes 3,340 3,718 Accounts payable 1,057 5,207 Total other liabilities $ 62,406 $ 14,280 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | The following tables detail our debt obligations as of December 31, 2018 and 2017 : ($ in thousands) December 31, 2018 Description of Debt Final Maturity Interest Rate Face Value Carrying Value (1) VICI PropCo Senior Secured Credit Facilities Revolving Credit Facility (2)(3) 2022 L + 2.00% $ — $ — Term Loan B Facility (3)(4)(5) 2024 L + 2.00% 2,100,000 2,073,784 Second Lien Notes (6) 2023 8.00% 498,480 498,480 CPLV Debt CMBS Debt (the “CPLV CMBS Debt”) (7) 2022 4.36% 1,550,000 1,550,000 Total Debt $ 4,148,480 $ 4,122,264 ($ in thousands) December 31, 2017 Description of Debt Final Maturity Interest Rate Face Value Carrying Value (1) VICI PropCo Senior Secured Credit Facilities Revolving Credit Facility (2)(3) 2022 L + 2.25% $ 300,000 $ 300,000 Term Loan B Facility (3)(4)(5) 2024 L + 2.25% 2,200,000 2,168,864 Second Lien Notes (6) 2023 8.00% 766,892 766,892 CPLV Debt CMBS Debt (the “CPLV CMBS Debt”) (7) 2022 4.36% 1,550,000 1,550,000 Total Debt $ 4,816,892 $ 4,785,756 ____________________ (1) Carrying value is net of unamortized original issue discount and unamortized debt issuance costs incurred in conjunction with debt. (2) Interest on any outstanding balance is payable monthly. Any unused balance is subject to a 0.5% commitment fee paid quarterly. (3) Initially bore interest at LIBOR plus 2.25% . Upon our initial public offering, on February 5, 2018, the interest rate was reduced to LIBOR plus 2.00% . (4) Interest is payable monthly. On April 24, 2018, we entered into four interest rate swap agreements with third party financial institutions having an aggregate notional amount of $1.5 billion . The interest rate swaps are designated as cash flow hedges that effectively fix the LIBOR component of the interest rate on a portion of the outstanding debt at 2.8297% . (5) Final maturity is December 2024 or, to the extent the Second Lien Notes remain outstanding, July 2023 (three months prior to the maturity of the Second Lien Notes). (6) Interest is payable semi-annually. (7) Interest is payable monthly. Face Value (In thousands) Description of Debt Debt At Formation Mandatory Conversion Refinancing Transactions Debt at December 31, 2017 IPO Transaction Debt at December 31, 2018 VICI PropCo Senior Secured Credit Facilities Revolving Credit Facility $ — $ — $ 300,000 $ 300,000 $ (300,000 ) $ — Term Loan B Facility 2,200,000 2,200,000 (100,000 ) 2,100,000 First Lien Term Loan (“Prior Term Loan”) 1,638,387 — (1,638,387 ) — — — First Priority Senior Secured Notes (“Prior First Lien Notes”) 311,721 — (311,721 ) — — — Second Lien Notes 766,892 — — 766,892 (268,412 ) 498,480 CPLV Debt CPLV CMBS Debt 1,550,000 — — 1,550,000 — 1,550,000 CPLV Mezzanine Debt Senior tranche 200,000 — (200,000 ) — — — Intermediate tranche 200,000 — (200,000 ) — — — Junior tranche 250,000 (250,000 ) — — — — Total Debt $ 4,917,000 $ (250,000 ) $ 149,892 $ 4,816,892 $ (668,412 ) $ 4,148,480 |
Contractual Obligation, Fiscal Year Maturity Schedule | The following is a schedule of future minimum repayments of our long-term debt as of December 31, 2018 : (Dollars in thousands) Future Minimum Payments 2019 $ — 2020 — 2021 — 2022 1,560,000 2023 520,480 Thereafter 2,068,000 Total minimum repayments $ 4,148,480 |
Derivatives (Tables)
Derivatives (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of derivatives | The following table details our outstanding interest rate derivatives that were designated as cash flow hedges of interest rate risk: ($ in thousands) December 31, 2018 Instrument Number of Instruments Fixed Rate Notional Index Maturity Interest Rate Swaps 4 2.8297% $1,500,000 USD LIBOR April 22, 2023 |
Fair Value (Tables)
Fair Value (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Fair Value Disclosures [Abstract] | |
Fair Value, Net Derivative Measured on Recurring Basis, Unobservable Input Reconciliation | The following table summarizes our assets and liabilities measured at fair value on a recurring basis: December 31, 2018 (In thousands) Fair Value Carrying Amount Level 1 Level 2 Level 3 Financial assets: Short-term investments (1) $ 520,877 $ — $ 520,877 $ — Financial liabilities: Derivative instruments - interest rate swaps (2) $ 22,124 $ — $ 22,124 $ — ____________________ (1) The carrying value of these investment is equal to their fair value due to the short-term nature of the investments as well as their credit quality. (2) |
Fair Value Measurements, Nonrecurring | The following table summarizes our assets and liabilities measured at fair value on a non-recurring basis: December 31, 2018 (In thousands) Fair Value Carrying Amount Level 1 Level 2 Level 3 Financial assets: Land (1) $ 19,019 $ — $ 7,419 $ 11,600 ____________________ (1) |
Schedule Of Estimated Fair Value | The estimated fair values of our financial instruments at December 31, 2018 and 2017 for which fair value is only disclosed are as follows: December 31, 2018 December 31, 2017 (In thousands) Carrying Amount Fair Value Carrying Amount Fair Value Financial assets: Cash and cash equivalents $ 577,883 $ 577,883 $ 183,646 $ 183,646 Restricted cash 20,564 20,564 13,760 13,760 Financial liabilities: Debt (1) Revolving Credit Facility $ — $ — $ 300,000 $ 300,000 Term Loan B Facility 2,073,784 2,016,000 2,168,864 2,200,000 Second Lien Notes 498,480 535,866 766,892 853,167 CPLV CMBS Debt 1,550,000 1,539,040 1,550,000 1,559,486 ____________________ (1) Significant Assumptions ( $ in per sq. ft. ) Asset Type Fair Value Valuation Technique Range Weighted Average Square Footage Land $ 11,600 Sales comparison $0.50 - 5.00 $ 2.90 4,002,908 |
Commitments and Contingent Li_2
Commitments and Contingent Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
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 December 31, 2018 are as follows: (In thousands) Lease Commitments 2019 $ 1,242 2020 983 2021 933 2022 951 2023 970 Thereafter 16,895 Total minimum lease commitments $ 21,974 |
Contractual Obligation, Fiscal Year Maturity Schedule | The following is a schedule of future minimum repayments of our long-term debt as of December 31, 2018 : (Dollars in thousands) Future Minimum Payments 2019 $ — 2020 — 2021 — 2022 1,560,000 2023 520,480 Thereafter 2,068,000 Total minimum repayments $ 4,148,480 |
Caesars Entertainment Outdoor | |
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 October 5, 2017 are as follows: (In thousands) Operating Leases 2017 $ 214 2018 873 2019 891 2020 908 2021 926 2022 and thereafter 18,911 Total minimum rental commitments $ 22,723 |
Contractual Obligation, Fiscal Year Maturity Schedule | The future commitments relating to these agreements at October 5, 2017 are as follows: (In thousands) Maintenance Agreements 2017 $ 775 2018 2,969 2019 225 Total maintenance agreement commitments $ 3,969 |
Shareholders' Equity (Tables)
Shareholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Equity [Abstract] | |
Dividends Declared | Dividends declared (on a per share basis) during the year ended December 31, 2018 were as follows: Declaration Date Period Dividend March 15, 2018 (1) February 5, 2018 - March 31, 2018 $ 0.16 June 14, 2018 (2) April 1, 2018 - June 30, 2018 $ 0.2625 September 17, 2018 (3) July 1, 2018 - September 30, 2018 $ 0.2875 December 13, 2018 (4) October 1, 2018 - December 31, 2018 $ 0.2875 ____________________ (1) The dividend was pro-rated for the period commencing upon the closing of our initial public offering and ending on March 31, 2018, based on a quarterly distribution rate of $0.2625 per share. The dividend was paid on April 13, 2018 to stockholders of record as of the close of business on March 29, 2018. (2) The dividend was paid on July 13, 2018 to stockholders of record as of the close of business on June 28, 2018. (3) The dividend was paid on October 11, 2018 to stockholders of record as of the close of business on September 28, 2018. This dividend represents an i ncrease in our targeted annualized dividend to $1.15 per share of common stock, which represents a 9.5% increase from our previous annualized dividend rate of $1.05 per share. (4) |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Earnings Per Share [Abstract] | |
Schedule of Weighted Average Earnings Per Share | The following table reconciles the weighted-average common shares outstanding used in the calculation of basic earnings per share to the weighted-average common shares outstanding used in the calculation of diluted earnings per share for the year ended December 31, 2018 and for the period from October 6, 2017 to December 31, 2017 : (In thousands) Year Ended December 31, 2018 Period from October 6, 2017 to December 31, 2017 Determination of shares: Weighted-average common shares outstanding 367,226 227,829 Assumed conversion of restricted stock 91 156 Diluted weighted-average common shares outstanding 367,317 227,985 Basic and Diluted Earnings Per Share (In thousands, except per share data) Year Ended December 31, 2018 Period from October 6, 2017 to December 31, 2017 Basic: Net income attributable to common stockholders $ 523,619 $ 42,662 Weighted-average common shares outstanding 367,226 227,829 Basic EPS $ 1.43 $ 0.19 Diluted: Net income attributable to common stockholders $ 523,619 $ 42,662 Diluted weighted-average common shares outstanding 367,317 227,985 Diluted EPS $ 1.43 $ 0.19 |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of Share-based Compensation Arrangements by Share-based Payment Award | The following table details the activity of our incentive stock, time-based restricted stock and performance-based restricted stock units: Shares Weighted Average Grant Date Fair Value Outstanding as of Formation Date — $ — Granted 174,572 15.41 Vested (50,962 ) 14.90 Forfeited — — Canceled — — Outstanding as of December 31, 2017 123,610 15.61 Granted 336,980 19.37 Vested (59,954 ) 10.18 Forfeited (2,383 ) 16.88 Canceled — — Outstanding as of December 31, 2018 398,253 $ 19.60 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Income Tax Contingency [Line Items] | |
Schedule of Components of Income Tax Expense (Benefit) | The composition of our income tax expense (benefit) was as follows: Year Ended December 31, 2018 Period from October 6, 2017 to December 31, 2017 (In thousands) Current Deferred Total Current Deferred Total Federal $ 1,693 $ (459 ) $ 1,234 $ — $ (1,909 ) $ (1,909 ) State 126 81 207 11 (3 ) 8 Income tax expense (benefit) $ 1,819 $ (378 ) $ 1,441 $ 11 $ (1,912 ) $ (1,901 ) |
Schedule of Deferred Tax Assets and Liabilities | At December 31, 2018 and 2017 , the net effects of temporary differences that gave rise to significant portions of the deferred tax assets and deferred tax liabilities were: (In thousands) December 31, 2018 December 31, 2017 Deferred tax assets: Federal net operating loss $ — $ 55 Accruals, reserves and other 117 24 Total deferred tax assets 117 79 Deferred tax liabilities: Land, buildings and equipment, net (3,457 ) (3,797 ) Total deferred tax liabilities (3,457 ) (3,797 ) Net deferred tax liability $ (3,340 ) $ (3,718 ) |
Schedule of Effective Income Tax Rate Reconciliation | The following table reconciles our effective income tax rate to the historical federal statutory rate of 21% in 2018 and 35% in 2017: Year Ended December 31, 2018 Period from October 6, 2017 to December 31, 2017 (Amounts in thousands) Amount Percent Amount Percent Federal income tax expense at statutory rate $ 112,326 21.0 % $ 15,414 35.0 % REIT income not subject to federal income tax (111,035 ) (20.8 ) (14,897 ) (33.8 ) Pre-tax gain attributable to taxable subsidiaries 1,291 0.2 517 1.2 State income taxes, net of federal benefits 187 — 5 — Non-deductible expenses and other (37 ) — — — Impact of Tax Reform on deferred tax liability — — (2,423 ) (5.5 ) Income tax expense (benefit) $ 1,441 0.2 % $ (1,901 ) (4.3 )% |
Caesars Entertainment Outdoor | |
Income Tax Contingency [Line Items] | |
Schedule of Components of Income Tax Expense (Benefit) | Income Tax (Provision)/Benefit (In thousands) Period from January 1, 2017 to October 5, 2017 Year Ended December 31, 2016 Year Ended December 31, 2015 Current: Federal $ (100 ) $ (111 ) $ (98 ) State — — — Deferred 98 111 101 Income Tax Benefit $ (2 ) $ — $ 3 |
Schedule of Deferred Tax Assets and Liabilities | Temporary Differences Resulting in Deferred Tax Assets and Liabilities (In thousands) As of October 5, 2017 As of December 31, 2016 Deferred tax assets: Federal net operating loss $ 5,561 $ 5,847 State net operating loss 378 392 Federal tax credits 82 82 Other 8 9 Subtotal 6,029 6,330 Less: valuation allowance 1,930 1,930 Total deferred tax assets 4,099 4,400 Deferred tax liabilities: Depreciation and other property related items (9,006 ) (9,423 ) Accrued expenses (37 ) (20 ) Total deferred tax liabilities (9,043 ) (9,443 ) Net deferred tax liability $ (4,944 ) $ (5,043 ) |
Summary of Income Tax Expense Reconciliation | Income Tax Expense Reconciliation (In thousands) Period from January 1, 2017 to October 5, 2017 Year Ended December 31, 2016 Year Ended December 31, 2015 Expected federal tax at the statutory tax rate $ — $ — $ — Increases/(decreases) in tax resulting from: State taxes, net of federal tax benefit — — — Federal tax credits — — 3 Other (2 ) — — Income tax (expense)/benefit $ (2 ) $ — $ 3 |
Schedule Of Unrecognized Tax Benefits | Reconciliation of Unrecognized Tax Benefit (In thousands) Period from January 1, 2017 to October 5, 2017 Year Ended December 31, 2016 Year Ended December 31, 2015 Balance at beginning of period $ 1,309 $ 1,309 $ 1,309 Additions based on tax positions related to the current period — — — Balance at end of period $ 1,309 $ 1,309 $ 1,309 |
Segment Information (Tables)
Segment Information (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information, by Segment | The results of each reportable segment presented below are consistent with the way our management assesses these results and allocates resources, which is a consolidated view that adjusts for the impact of certain transactions between our reportable segments, as described below. The following tables present certain information with respect to the Company’s segments: Year Ended December 31, 2018 Period from October 6, 2017 to December 31, 2017 (In thousands) Real Property Business Golf Course Business VICI Consolidated Real Property Business Golf Course Business VICI Consolidated Revenues $ 870,776 $ 27,201 $ 897,977 $ 181,258 $ 6,351 $ 187,609 Operating income 751,803 6,151 757,954 142,722 1,474 144,196 Interest expense (212,663 ) — (212,663 ) (63,354 ) — (63,354 ) Loss on extinguishment of debt (23,040 ) — (23,040 ) (38,488 ) — (38,488 ) Income before income taxes 527,407 6,151 533,558 41,162 1,474 42,636 Income tax expense — (1,441 ) (1,441 ) — 1,901 1,901 Net income 527,407 4,710 532,117 41,162 3,375 44,537 Depreciation 7 3,679 3,686 — 751 751 Total assets $ 11,247,637 $ 85,731 $ 11,333,368 $ 9,660,244 $ 79,468 $ 9,739,712 |
Quarterly Results of Operatio_2
Quarterly Results of Operations (Unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Quarterly Financial Information Disclosure [Abstract] | |
Quarterly Financial Information | The following is a summary of the unaudited quarterly results of operations for the year ended December 31, 2018 and the period from October 6, 2017 to December 31, 2017: Quarter Ended Period from October 6 to December 31, 2017 ($ in thousands except per share data) December 31, 2018 September 30, 2018 June 30, 2018 March 31, 2018 Revenues $ 226,039 $ 232,687 $ 220,975 $ 218,276 $ 187,609 Operating income 195,682 184,100 189,448 188,724 144,196 Net income 144,631 132,024 141,359 114,103 44,537 Net income attributable to common stockholders 142,541 129,912 139,044 112,122 42,662 Net income per common share Basic and diluted $ 0.37 $ 0.35 $ 0.38 $ 0.33 $ 0.19 Dividends per share $ 0.2875 $ 0.2875 $ 0.2625 $ 0.1600 $ — |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Caesars Entertainment Outdoor | |
Accrued Expenses [Line Items] | |
Schedule Of Accrued Expenses | (In thousands) October 5, 2017 December 31, 2016 Accrued utilities $ 269 $ 87 Accrued real estate taxes and other taxes 166 130 Advance deposits 102 112 Deferred revenue 49 125 Accrued legal and professional fees 41 23 Payroll and other compensation 12 228 Other accruals 8 — Total accrued expenses $ 647 $ 705 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
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) Transaction type Recorded as: Period from January 1, 2017 to October 5, 2017 Year Ended December 31, 2016 Year Ended December 31, 2015 Insurance expense Administrative and other $ 37 $ 45 $ 55 Allocation of indirect expenses from CEOC and Caesars’ affiliates (1) Administrative and other 214 330 318 Golf revenue from CEOC and Caesars’ affiliates (2) Golf revenue 5,304 5,482 4,377 Pass-through revenue with CEOC and Caesars’ affiliates (3) Golf revenue 382 871 769 Food and beverage revenue 107 83 66 Retail and other revenue 116 143 102 _____________ (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 costs. (2) See Summary of Significant Accounting Policies - Revenue Recognition. (3) |
Business and Organization and_2
Business and Organization and Basis of Presentation (Details) $ in Thousands | Nov. 01, 2018USD ($) | Oct. 06, 2017USD ($)segmentproperty | Dec. 31, 2017USD ($) | Dec. 31, 2018USD ($)segmentproperty | Oct. 31, 2017USD ($) | Jan. 15, 2015property |
Organization, Consolidation and Presentation of Financial Statements [Line Items] | ||||||
Debt, net | $ 4,917,000 | $ 4,816,892 | $ 4,148,480 | |||
Carrying Value | 4,785,756 | $ 4,122,264 | ||||
Number of properties | property | 4 | |||||
Number of reportable segments | segment | 2 | |||||
Variable golf fees | $ 3,300 | 10,200 | ||||
Use fees | 3,100 | |||||
Minimum rounds fees | $ 1,200 | |||||
Caesars Entertainment Outdoor | ||||||
Organization, Consolidation and Presentation of Financial Statements [Line Items] | ||||||
Number of properties | property | 4 | 4 | ||||
Number of reportable segments | segment | 1 | |||||
Variable golf fees | $ 10,000 | |||||
Use fees | 3,000 | |||||
Minimum rounds fees | 1,100 | |||||
Caesars Palace Las Vegas and Harrah’s Las Vegas | ||||||
Organization, Consolidation and Presentation of Financial Statements [Line Items] | ||||||
Number of properties | property | 21 | |||||
Unitranche Debt | CPLV CMBS Debt | ||||||
Organization, Consolidation and Presentation of Financial Statements [Line Items] | ||||||
Debt, net | 1,550,000 | $ 1,550,000 | $ 1,550,000 | |||
Interest rate, stated percentage | 4.36% | 4.36% | ||||
Carrying Value | $ 1,550,000 | $ 1,550,000 | ||||
Senior Notes | Second Lien Notes | ||||||
Organization, Consolidation and Presentation of Financial Statements [Line Items] | ||||||
Debt, net | $ 766,892 | 766,892 | 498,480 | $ 766,900 | ||
Interest rate, stated percentage | 8.00% | |||||
Carrying Value | 498,500 | |||||
Senior Notes | Term Loan B Facility | ||||||
Organization, Consolidation and Presentation of Financial Statements [Line Items] | ||||||
Debt, net | $ 2,200,000 | 2,100,000 | ||||
Debt instrument, term | 7 years | |||||
Carrying Value | $ 2,168,864 | $ 2,073,784 | ||||
Revolving Credit Facility | CPLV CMBS Debt | ||||||
Organization, Consolidation and Presentation of Financial Statements [Line Items] | ||||||
Interest rate, stated percentage | 4.36% | |||||
Revolving Credit Facility | Senior Notes | ||||||
Organization, Consolidation and Presentation of Financial Statements [Line Items] | ||||||
Debt, net | $ 300,000 | $ 0 | ||||
Debt instrument, term | 5 years | |||||
Carrying Value | $ 300,000 | $ 0 | ||||
Golf Course Business | ||||||
Organization, Consolidation and Presentation of Financial Statements [Line Items] | ||||||
Number of properties | property | 4 | 4 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Narrative (Details) | Nov. 13, 2018USD ($) | Nov. 01, 2018USD ($) | Oct. 06, 2017USD ($)segmentproperty | Feb. 14, 2019USD ($) | Oct. 05, 2017USD ($) | Dec. 31, 2018USD ($)daysegmentproperty | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Jan. 15, 2015property |
Real Estate Properties [Line Items] | ||||||||||
Number of reportable segments | segment | 2 | |||||||||
Number of golf courses | property | 4 | |||||||||
Short-term investments | $ 520,877,000 | $ 0 | ||||||||
Investments in operating leases | 73,600,000 | |||||||||
Deposit liability | 73,600,000 | |||||||||
Property used in operations | $ 75,000,000 | $ 71,513,000 | $ 74,300,000 | |||||||
Variable golf fees | $ 3,300,000 | 10,200,000 | ||||||||
Use fees | 3,100,000 | |||||||||
Minimum rounds fees | $ 1,200,000 | |||||||||
Percentage of annual REIT taxable income (at least) | 90.00% | 90.00% | ||||||||
Geographic Concentration Risk | Sales Revenue, Net | Property, Las Vegas Strip | ||||||||||
Real Estate Properties [Line Items] | ||||||||||
Concentration risk percentage | 36.00% | |||||||||
Caesars Entertainment Outdoor | ||||||||||
Real Estate Properties [Line Items] | ||||||||||
Number of reportable segments | segment | 1 | |||||||||
Number of golf courses | property | 4 | 4 | ||||||||
Property used in operations | $ 88,309,000 | $ 88,831,000 | ||||||||
Variable golf fees | $ 10,000,000 | |||||||||
Use fees | 3,000,000 | |||||||||
Minimum rounds fees | $ 1,100,000 | |||||||||
Revenues | 14,136,000 | 18,785,000 | $ 18,077,000 | |||||||
Variable golf fees | 4,692,000 | 4,862,000 | 3,669,000 | |||||||
Advertising expense | 63,000 | 118,000 | 74,000 | |||||||
Minimum | ||||||||||
Real Estate Properties [Line Items] | ||||||||||
Award vesting period | 0 years | |||||||||
Maximum | ||||||||||
Real Estate Properties [Line Items] | ||||||||||
Award vesting period | 4 years | |||||||||
Gold Revenue, Reimbursement | Caesars Entertainment Outdoor | ||||||||||
Real Estate Properties [Line Items] | ||||||||||
Revenues | $ 611,000 | $ 620,000 | $ 708,000 | |||||||
Harrah’s Joliet LandCo LLC | VICI Properties, Inc, NonControlling Interest | ||||||||||
Real Estate Properties [Line Items] | ||||||||||
Percentage of non-controlling interests owned by parent | 20.00% | |||||||||
Vacant, non-operating Land | ||||||||||
Real Estate Properties [Line Items] | ||||||||||
Land | $ 22,200,000 | |||||||||
JACK Entertainment LLC | Greektown Acquisition | ||||||||||
Real Estate Properties [Line Items] | ||||||||||
Cash payment in business acquisition | $ 700,000,000 | |||||||||
Time-Based Restricted Shares | ||||||||||
Real Estate Properties [Line Items] | ||||||||||
Period of volume of weighted average price | day | 10 | |||||||||
Trading days | day | 10 | |||||||||
Time-Based Restricted Shares | Minimum | ||||||||||
Real Estate Properties [Line Items] | ||||||||||
Award vesting period | 3 years | |||||||||
Time-Based Restricted Shares | Maximum | ||||||||||
Real Estate Properties [Line Items] | ||||||||||
Award vesting period | 4 years | |||||||||
Golf Course Business | ||||||||||
Real Estate Properties [Line Items] | ||||||||||
Number of golf courses | property | 4 | 4 | ||||||||
Subsequent Event | Greektown Acquisition | Penn National | ||||||||||
Real Estate Properties [Line Items] | ||||||||||
Cash payment in business acquisition | $ 300,000,000 | |||||||||
Subsequent Event | JACK Entertainment LLC | Greektown Acquisition | ||||||||||
Real Estate Properties [Line Items] | ||||||||||
Cash payment in business acquisition | $ 700,000,000 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Schedule of Cash and Cash Equivalents and Restricted Cash (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 | Oct. 05, 2017 |
Accounting Policies [Abstract] | |||
Cash and cash equivalents | $ 577,883 | $ 183,646 | |
Restricted cash | 20,564 | 13,760 | |
Total cash, cash equivalents and restricted cash shown in the Statement of Cash Flows | $ 598,447 | $ 197,406 | $ 55,771 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Schedule Of Depreciation (Details) | 12 Months Ended |
Dec. 31, 2018 | |
Depreciable land improvements | Minimum | |
Property, Plant and Equipment [Line Items] | |
Useful life | 2 years |
Depreciable land improvements | Maximum | |
Property, Plant and Equipment [Line Items] | |
Useful life | 50 years |
Building and improvements | Minimum | |
Property, Plant and Equipment [Line Items] | |
Useful life | 5 years |
Building and improvements | Maximum | |
Property, Plant and Equipment [Line Items] | |
Useful life | 25 years |
Furniture and equipment | Minimum | |
Property, Plant and Equipment [Line Items] | |
Useful life | 2 years |
Furniture and equipment | Maximum | |
Property, Plant and Equipment [Line Items] | |
Useful life | 5 years |
Caesars Entertainment Outdoor | Depreciable land improvements | Minimum | |
Property, Plant and Equipment [Line Items] | |
Useful life | 12 years |
Caesars Entertainment Outdoor | Depreciable land improvements | Maximum | |
Property, Plant and Equipment [Line Items] | |
Useful life | 60 years |
Caesars Entertainment Outdoor | Furniture and equipment | Minimum | |
Property, Plant and Equipment [Line Items] | |
Useful life | 2 years |
Caesars Entertainment Outdoor | Furniture and equipment | Maximum | |
Property, Plant and Equipment [Line Items] | |
Useful life | 10 years |
Caesars Entertainment Outdoor | Buildings and leasehold improvements | |
Property, Plant and Equipment [Line Items] | |
Useful life | 40 years |
Caesars Entertainment Outdoor | Building improvements | Minimum | |
Property, Plant and Equipment [Line Items] | |
Useful life | 5 years |
Caesars Entertainment Outdoor | Building improvements | Maximum | |
Property, Plant and Equipment [Line Items] | |
Useful life | 15 years |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Schedule of Allowance for Doubtful Accounts (Details) - Caesars Entertainment Outdoor - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | |
Oct. 05, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Allowance for Doubtful Accounts Receivable [Roll Forward] | |||
Beginning balance | $ 7 | $ 19 | $ 1 |
Charges to income | 12 | (10) | 31 |
Credits to income | (10) | ||
Write-offs less recoveries | (11) | (2) | (13) |
Ending balance | $ 8 | $ 7 | $ 19 |
Fresh-Start Reporting - Narrati
Fresh-Start Reporting - Narrative (Details) - USD ($) $ in Millions | Oct. 06, 2017 | Dec. 31, 2018 | Nov. 01, 2018 |
Fresh-Start Adjustment [Line Items] | |||
Percentage of voting interests acquired in reorganization (less than) | 50.00% | ||
Net book value | $ 4,800 | ||
Fair value of assets | 8,300 | ||
Amount of fair value net of minority interests | $ 83 | ||
Initial Term | 5 years | ||
Discount rate selected as a base rate for all properties | 9.00% | ||
Caesars Entertainment Outdoor | |||
Fresh-Start Adjustment [Line Items] | |||
Initial Term | 35 years | ||
Minimum | |||
Fresh-Start Adjustment [Line Items] | |||
Period used to estimate the value of cash flow | 9 years | ||
Discount rate selected as a base rate for all properties | 7.50% | ||
Maximum | |||
Fresh-Start Adjustment [Line Items] | |||
Period used to estimate the value of cash flow | 14 years | ||
Discount rate selected as a base rate for all properties | 17.50% |
Fresh-Start Reporting - Schedul
Fresh-Start Reporting - Schedule Of Fresh Start Adjustments (Details) $ in Thousands | Oct. 06, 2017USD ($) |
Real estate portfolio: | |
Investments in direct financing leases, net | $ 7,124,000 |
Investments in operating leases | 1,184,000 |
Property and equipment used in operations, net | 75,000 |
Cash and cash equivalents | 55,771 |
Other assets | 681 |
Total assets | 8,439,452 |
Liabilities | |
Debt | 4,917,000 |
Deferred income taxes | 5,631 |
Accounts payable and accrued expenses | 149 |
Total liabilities | 4,922,780 |
Redeemable preferred stock | 759,000 |
Stockholders’ Equity | |
Common stock | 1,772 |
Additional paid-in capital | 2,672,900 |
Total stockholders’ equity | 2,674,672 |
Non-controlling interests | 83,000 |
Total stockholders’ equity | 2,757,672 |
Total liabilities and stockholders’ equity | $ 8,439,452 |
Property Transactions - Narrati
Property Transactions - Narrative (Details) $ in Millions | Dec. 26, 2018USD ($) | Nov. 13, 2018USD ($) | Jul. 11, 2018USD ($)option | Jun. 18, 2018USD ($)option | Dec. 31, 2017USD ($)option | Feb. 14, 2019USD ($)option | Dec. 31, 2018USD ($) | Nov. 01, 2018 |
Business Acquisition [Line Items] | ||||||||
Initial Term | 5 years | |||||||
Real estate investments reclassified to land | $ 73.6 | |||||||
Deposit liability | 73.6 | |||||||
Initial property of lease rent | 1.67 | |||||||
Harrah’s Philadelphia | ||||||||
Business Acquisition [Line Items] | ||||||||
Cash payment in business acquisition | $ 241.5 | |||||||
Amount of purchase price reduced to reflect net present value | 159 | |||||||
Rent payments | $ 21 | |||||||
Octavius Tower | ||||||||
Business Acquisition [Line Items] | ||||||||
Cash payment in business acquisition | $ 507.5 | |||||||
Rent payments | $ 35 | 35 | ||||||
Number of renewal options | option | 4 | |||||||
Non-CPLV Lease Agreement | ||||||||
Business Acquisition [Line Items] | ||||||||
Rent payments | 21 | |||||||
Margaritaville | ||||||||
Business Acquisition [Line Items] | ||||||||
Purchase price | $ 261.1 | |||||||
Rent payments | $ 23.2 | |||||||
Number of renewal options | option | 4 | |||||||
Initial Term | 15 years | |||||||
Harrah’s Las Vegas, LLC | ||||||||
Business Acquisition [Line Items] | ||||||||
Purchase price | $ 1,100 | |||||||
Annual rent | $ 87.4 | |||||||
Number of renewal options | option | 4 | |||||||
Initial Term | 15 years | |||||||
Eastside Convention Center, LLC | ||||||||
Business Acquisition [Line Items] | ||||||||
Purchase price | $ 73.6 | |||||||
Percentage of costs of remediation work | 50.00% | |||||||
Vegas Development Land Owner LLC | ||||||||
Business Acquisition [Line Items] | ||||||||
Percentage of costs of remediation work | 50.00% | |||||||
Commitments costs incurred | $ 12 | |||||||
Costs incurred in remediation work | $ 12 | |||||||
JACK Entertainment LLC | Greektown Acquisition | ||||||||
Business Acquisition [Line Items] | ||||||||
Cash payment in business acquisition | $ 700 | |||||||
Purchase price | $ 82.5 | |||||||
Penn National | ||||||||
Business Acquisition [Line Items] | ||||||||
Period of exercise of call rights | 5 years | |||||||
Penn National | Octavius Tower | ||||||||
Business Acquisition [Line Items] | ||||||||
Renewal Terms | 5 years | |||||||
Penn National | Margaritaville | ||||||||
Business Acquisition [Line Items] | ||||||||
Renewal Terms | 5 years | |||||||
Penn National | Harrah’s Las Vegas, LLC | ||||||||
Business Acquisition [Line Items] | ||||||||
Renewal Terms | 5 years | |||||||
Initial Term | 7 years | |||||||
Subsequent Event | JACK Entertainment LLC | Greektown Acquisition | ||||||||
Business Acquisition [Line Items] | ||||||||
Cash payment in business acquisition | $ 700 | |||||||
Subsequent Event | Penn National | Greektown Acquisition | ||||||||
Business Acquisition [Line Items] | ||||||||
Cash payment in business acquisition | 300 | |||||||
Annual rent | $ 55.6 | |||||||
Number of renewal options | option | 4 | |||||||
Renewal Terms | 5 years | |||||||
Initial Term | 15 years |
Real Estate Portfolio - Schedul
Real Estate Portfolio - Schedule Of Real Estate Portfolio (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 22, 2017 | Oct. 06, 2017 |
Leases [Abstract] | ||||
Minimum lease payments receivable under direct financing leases | $ 27,285,943 | $ 29,302,166 | ||
Estimated residual values of leased property (unguaranteed) | 2,135,312 | 1,987,651 | ||
Gross investment in direct financing leases | 29,421,255 | 31,289,817 | ||
Unamortized initial direct costs | 22,822 | 0 | ||
Less: Unearned income | (20,528,030) | (23,021,174) | ||
Net investment in direct financing leases, net | 8,916,047 | 8,268,643 | ||
Investments in operating leases | 1,086,658 | 1,110,400 | $ 73,600 | $ 34,700 |
Land | 95,789 | 73,600 | ||
Total Real estate portfolio | $ 10,098,494 | $ 9,452,643 |
Real Estate Portfolio - Sched_2
Real Estate Portfolio - Schedule of Components of Direct Financing and Operating Leases (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | |
Leases [Abstract] | |||
Income from direct financing leases | $ 150,171 | $ 741,564 | $ 150,171 |
Income from operating leases | $ 11,529 | 47,972 | 11,529 |
Total leasing revenue | 789,536 | 161,700 | |
Less: Direct financing lease adjustment | (45,404) | (8,443) | |
Total contractual leasing revenue | $ 744,132 | $ 153,257 |
Real Estate Portfolio - Sched_3
Real Estate Portfolio - Schedule Of Future Minimum Lease Payments (Details) $ in Thousands | Dec. 31, 2018USD ($) |
Leases [Abstract] | |
2,019 | $ 795,467 |
2,020 | 807,283 |
2,021 | 819,288 |
2,022 | 831,922 |
2,023 | 846,042 |
Thereafter | 24,662,875 |
Total | $ 28,762,877 |
Real Estate Portfolio - Narrati
Real Estate Portfolio - Narrative (Details) - USD ($) $ in Thousands | Dec. 26, 2018 | Sep. 30, 2018 | Dec. 31, 2017 | Dec. 31, 2018 | Dec. 22, 2017 | Oct. 06, 2017 |
Operating Leased Assets [Line Items] | ||||||
Weighted average lease term | 33 years 8 months 12 days | |||||
Investments in operating leases | $ 1,110,400 | $ 1,086,658 | $ 73,600 | $ 34,700 | ||
Loss on impairment | $ 0 | 12,334 | ||||
Vacant, non-operating Land | ||||||
Operating Leased Assets [Line Items] | ||||||
Loss on impairment | $ 6,000 | |||||
Land | 22,200 | |||||
Eastside Property | ||||||
Operating Leased Assets [Line Items] | ||||||
Land | 73,600 | |||||
Non-CPLV Lease Agreement | ||||||
Operating Leased Assets [Line Items] | ||||||
Rent payments | $ 21,000 | |||||
CPLV Lease Agreement | ||||||
Operating Leased Assets [Line Items] | ||||||
Rent payments | 35,000 | 165,000 | ||||
Harrah’s Philadelphia | ||||||
Operating Leased Assets [Line Items] | ||||||
Amount of purchase price reduced to reflect net present value | $ 159,000 | |||||
Rent payments | $ 21,000 | |||||
Three Parcels Of Land | ||||||
Operating Leased Assets [Line Items] | ||||||
Loss on impairment | $ 6,300 |
Real Estate Portfolio - Sched_4
Real Estate Portfolio - Schedule of Lease Agreement (Details) $ in Thousands | Jan. 02, 2019USD ($)option | Dec. 26, 2018USD ($) | Jul. 11, 2018USD ($)option | Dec. 31, 2018USD ($)option | Nov. 01, 2018 |
Operating Leased Assets [Line Items] | |||||
Initial Term | 5 years | ||||
Non-CPLV Lease and Joliet Lease | |||||
Operating Leased Assets [Line Items] | |||||
Number of renewal options | option | 4 | ||||
Initial Term | 15 years | ||||
Renewal Terms | 5 years | ||||
Escalator commencement | Lease year six | ||||
Escalator | 2.00% | ||||
Rent payments | $ 472,925 | ||||
CPLV Lease Agreement | |||||
Operating Leased Assets [Line Items] | |||||
Number of renewal options | option | 4 | ||||
Initial Term | 15 years | ||||
Renewal Terms | 5 years | ||||
Escalator commencement | Lease year two | ||||
Escalator | 2.00% | ||||
Variable Rent percentage | 13.00% | ||||
Rent payments | $ 35,000 | $ 165,000 | |||
HLV Lease | |||||
Operating Leased Assets [Line Items] | |||||
Number of renewal options | option | 4 | ||||
Initial Term | 15 years | ||||
Renewal Terms | 5 years | ||||
Escalator commencement | Lease year two | ||||
EBITDAR to Rent Ratio floor | 160.00% | ||||
Variable Rent percentage | 4.00% | ||||
Rent payments | $ 87,400 | ||||
Joliet Lease | |||||
Operating Leased Assets [Line Items] | |||||
Percentage of rent to be received pursuant to operating agreement | 80.00% | ||||
Scenario, Plan | Non-CPLV Lease and Joliet Lease | |||||
Operating Leased Assets [Line Items] | |||||
Number of renewal options | option | 4 | ||||
Initial Term | 15 years | ||||
Renewal Terms | 5 years | ||||
Escalator commencement | Lease year two | ||||
EBITDAR to Rent Ratio floor | 120.00% | ||||
Variable Rent percentage | 4.00% | ||||
Rent payments | $ 493,925 | ||||
Scenario, Plan | CPLV Lease Agreement | |||||
Operating Leased Assets [Line Items] | |||||
Number of renewal options | option | 4 | ||||
Initial Term | 15 years | ||||
Renewal Terms | 5 years | ||||
Escalator commencement | Lease year two | ||||
Escalator | 2.00% | ||||
EBITDAR to Rent Ratio floor | 170.00% | ||||
Variable Rent percentage | 4.00% | ||||
Rent payments | $ 200,000 | ||||
Lease Years 2 Through 5 | HLV Lease | |||||
Operating Leased Assets [Line Items] | |||||
Escalator | 1.00% | ||||
Lease Years 2 Through 5 | Scenario, Plan | Non-CPLV Lease and Joliet Lease | |||||
Operating Leased Assets [Line Items] | |||||
Escalator | 1.50% | ||||
Lease Years 6 Through 15 | HLV Lease | |||||
Operating Leased Assets [Line Items] | |||||
Escalator | 2.00% | ||||
Lease Years 6 Through 15 | Scenario, Plan | Non-CPLV Lease and Joliet Lease | |||||
Operating Leased Assets [Line Items] | |||||
Escalator | 2.00% | ||||
Lease Years 8 Through 10 | Non-CPLV Lease and Joliet Lease | |||||
Operating Leased Assets [Line Items] | |||||
Variable Rent percentage | 19.50% | ||||
Lease Years 11 Through 15 | Non-CPLV Lease and Joliet Lease | |||||
Operating Leased Assets [Line Items] | |||||
Variable Rent percentage | 13.00% | ||||
Base Rent | CPLV Lease Agreement | |||||
Operating Leased Assets [Line Items] | |||||
Variable Rent split | 80.00% | ||||
Base Rent | HLV Lease | |||||
Operating Leased Assets [Line Items] | |||||
Variable Rent split | 80.00% | ||||
Base Rent | Scenario, Plan | CPLV Lease Agreement | |||||
Operating Leased Assets [Line Items] | |||||
Variable Rent split | 80.00% | ||||
Base Rent | Lease Years 8 Through 10 | Non-CPLV Lease and Joliet Lease | |||||
Operating Leased Assets [Line Items] | |||||
Variable Rent split | 70.00% | ||||
Base Rent | Lease Years 8 Through 10 | Scenario, Plan | Non-CPLV Lease and Joliet Lease | |||||
Operating Leased Assets [Line Items] | |||||
Variable Rent split | 70.00% | ||||
Base Rent | Lease Years 11 Through 15 | Non-CPLV Lease and Joliet Lease | |||||
Operating Leased Assets [Line Items] | |||||
Variable Rent split | 80.00% | ||||
Base Rent | Lease Years 11 Through 15 | Scenario, Plan | Non-CPLV Lease and Joliet Lease | |||||
Operating Leased Assets [Line Items] | |||||
Variable Rent split | 80.00% | ||||
Variable Rent | CPLV Lease Agreement | |||||
Operating Leased Assets [Line Items] | |||||
Variable Rent split | 20.00% | ||||
Variable Rent | HLV Lease | |||||
Operating Leased Assets [Line Items] | |||||
Variable Rent split | 20.00% | ||||
Variable Rent | Scenario, Plan | CPLV Lease Agreement | |||||
Operating Leased Assets [Line Items] | |||||
Variable Rent split | 20.00% | ||||
Variable Rent | Lease Years 8 Through 10 | Non-CPLV Lease and Joliet Lease | |||||
Operating Leased Assets [Line Items] | |||||
Variable Rent split | 30.00% | ||||
Variable Rent | Lease Years 8 Through 10 | Scenario, Plan | CPLV Lease Agreement | |||||
Operating Leased Assets [Line Items] | |||||
Variable Rent split | 30.00% | ||||
Variable Rent | Lease Years 11 Through 15 | Non-CPLV Lease and Joliet Lease | |||||
Operating Leased Assets [Line Items] | |||||
Variable Rent split | 20.00% | ||||
Variable Rent | Lease Years 11 Through 15 | Scenario, Plan | CPLV Lease Agreement | |||||
Operating Leased Assets [Line Items] | |||||
Variable Rent split | 20.00% | ||||
Harrah’s Philadelphia | |||||
Operating Leased Assets [Line Items] | |||||
Rent payments | $ 21,000 | ||||
Octavius Tower | |||||
Operating Leased Assets [Line Items] | |||||
Number of renewal options | option | 4 | ||||
Rent payments | $ 35,000 | $ 35,000 | |||
Penn National | Octavius Tower | |||||
Operating Leased Assets [Line Items] | |||||
Renewal Terms | 5 years | ||||
Penn National | Subsequent Event | Magaritaville Lease | |||||
Operating Leased Assets [Line Items] | |||||
Number of renewal options | option | 4 | ||||
Initial Term | 15 years | ||||
Renewal Terms | 5 years | ||||
Escalator commencement | Lease year two | ||||
EBITDAR to Rent Ratio floor | 190.00% | ||||
Percentage base rent | 2.00% | ||||
Amount of percentage base rent | $ 3,000 | ||||
Penn National | Subsequent Event | Magaritaville Lease | Building | |||||
Operating Leased Assets [Line Items] | |||||
Escalator | 2.00% | ||||
Rent payments | $ 17,200 | ||||
Penn National | Subsequent Event | Magaritaville Lease | Land | |||||
Operating Leased Assets [Line Items] | |||||
Rent payments | $ 3,000 |
Property and Equipment Used i_3
Property and Equipment Used in Operations, Net - Schedule Of Property and Equipment, Net (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Dec. 31, 2017 | Oct. 05, 2017 | Dec. 31, 2018 | Dec. 31, 2016 | Dec. 31, 2015 | Oct. 06, 2017 | |
Property, Plant and Equipment [Line Items] | ||||||
Total property and equipment used in operations | $ 75,051 | $ 75,950 | ||||
Less: accumulated depreciation | (751) | (4,437) | ||||
Property and equipment used in operations, net | 74,300 | 71,513 | $ 75,000 | |||
Depreciation | 751 | 3,686 | ||||
Land and improvements | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Total property and equipment used in operations | 57,901 | 58,573 | ||||
Buildings and improvements | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Total property and equipment used in operations | 14,572 | 14,572 | ||||
Furniture and equipment | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Total property and equipment used in operations | $ 2,578 | $ 2,805 | ||||
Caesars Entertainment Outdoor | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Total property and equipment used in operations | $ 117,525 | $ 116,277 | ||||
Less: accumulated depreciation | (29,216) | (27,446) | ||||
Property and equipment used in operations, net | 88,309 | 88,831 | ||||
Depreciation | 2,445 | 3,030 | $ 2,882 | |||
Caesars Entertainment Outdoor | Land and non-depreciable land improvements | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Total property and equipment used in operations | 35,525 | 35,525 | ||||
Caesars Entertainment Outdoor | Depreciable land improvements | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Total property and equipment used in operations | 40,183 | 40,174 | ||||
Caesars Entertainment Outdoor | Buildings and improvements | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Total property and equipment used in operations | 35,153 | 35,133 | ||||
Caesars Entertainment Outdoor | Furniture and equipment | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Total property and equipment used in operations | 4,833 | 5,445 | ||||
Caesars Entertainment Outdoor | Construction in progress | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Total property and equipment used in operations | $ 1,831 | $ 0 |
Other Liabilities (Details)
Other Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Other Liabilities Disclosure [Abstract] | ||
Other accrued expenses | $ 30,951 | $ 2,796 |
Derivative liability | 22,124 | 0 |
Accrued payroll and other compensation | 4,934 | 2,559 |
Deferred income taxes | 3,340 | 3,718 |
Accounts payable | 1,057 | 5,207 |
Total other liabilities | $ 62,406 | $ 14,280 |
Debt - Schedule Of Outstanding
Debt - Schedule Of Outstanding Indebtedness (Details) | Feb. 05, 2018 | Dec. 31, 2018USD ($)instrument | Dec. 31, 2017USD ($) | Apr. 24, 2018USD ($)instrument | Oct. 06, 2017USD ($) |
Debt Instrument [Line Items] | |||||
Face Value | $ 4,148,480,000 | $ 4,816,892,000 | $ 4,917,000,000 | ||
Carrying Value | 4,122,264,000 | 4,785,756,000 | |||
Senior Notes | Term Loan B Facility | |||||
Debt Instrument [Line Items] | |||||
Face Value | 2,100,000,000 | 2,200,000,000 | |||
Carrying Value | $ 2,073,784,000 | $ 2,168,864,000 | |||
Senior Notes | Term Loan B Facility | LIBOR | |||||
Debt Instrument [Line Items] | |||||
Basis spread on variable rate | 2.00% | 2.25% | |||
Senior Notes | Second Lien Notes | |||||
Debt Instrument [Line Items] | |||||
Face Value | $ 498,480,000 | $ 766,892,000 | |||
Carrying Value | $ 498,480,000 | $ 766,892,000 | |||
Interest Rate | 8.00% | 8.00% | |||
CPLV CMBS Debt | CPLV CMBS Debt | |||||
Debt Instrument [Line Items] | |||||
Face Value | $ 1,550,000,000 | $ 1,550,000,000 | $ 1,550,000,000 | ||
Carrying Value | $ 1,550,000,000 | $ 1,550,000,000 | |||
Interest Rate | 4.36% | 4.36% | |||
Revolving Credit Facility | Term Loan B Facility | LIBOR | |||||
Debt Instrument [Line Items] | |||||
Basis spread on variable rate | 2.00% | 2.25% | 2.25% | ||
Revolving Credit Facility | CPLV CMBS Debt | |||||
Debt Instrument [Line Items] | |||||
Interest Rate | 4.36% | ||||
Revolving Credit Facility | Senior Notes | |||||
Debt Instrument [Line Items] | |||||
Face Value | $ 0 | $ 300,000,000 | |||
Carrying Value | $ 0 | $ 300,000,000 | |||
Commitment fee percentage | 0.50% | ||||
Revolving Credit Facility | Senior Notes | LIBOR | |||||
Debt Instrument [Line Items] | |||||
Basis spread on variable rate | 2.00% | 2.25% | |||
Interest Rate Swap | |||||
Debt Instrument [Line Items] | |||||
Number of interest rate swap agreements | instrument | 4 | 4 | |||
Notional amount | $ 1,500,000,000 | $ 1,500,000,000 | |||
Fixed interest rate | 2.8297% | 2.8297% | |||
Interest Rate Swap | LIBOR | |||||
Debt Instrument [Line Items] | |||||
Number of interest rate swap agreements | instrument | 4 | ||||
Fixed interest rate | 2.8297% |
Debt - Schedule of Future Minim
Debt - Schedule of Future Minimum Repayment (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 | Oct. 06, 2017 |
Debt Disclosure [Abstract] | |||
2,019 | $ 0 | ||
2,020 | 0 | ||
2,021 | 0 | ||
2,022 | 1,560,000 | ||
2,023 | 520,480 | ||
Thereafter | 2,068,000 | ||
Total minimum repayments | $ 4,148,480 | $ 4,816,892 | $ 4,917,000 |
Debt - Schedule of Debt Related
Debt - Schedule of Debt Related Transactions (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Dec. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Oct. 31, 2017 | Oct. 06, 2017 | |
Debt Instrument [Line Items] | |||||
Debt, net | $ 4,816,892 | $ 4,148,480 | $ 4,816,892 | $ 4,917,000 | |
Mandatory Conversion | 249,987 | (250,000) | |||
Refinancing Transactions | 149,892 | 149,892 | |||
First Lien Term Loan (“Prior Term Loan”) | |||||
Debt Instrument [Line Items] | |||||
IPO Transaction | (1,638,387) | 0 | |||
First Priority Senior Secured Notes (“Prior First Lien Notes”) | |||||
Debt Instrument [Line Items] | |||||
IPO Transaction | (311,721) | 0 | |||
CPLV Mezzanine Debt | |||||
Debt Instrument [Line Items] | |||||
IPO Transaction | (400,000) | 0 | |||
VICI PropCo Senior Secured Credit Facilities | Revolving Credit Facility | |||||
Debt Instrument [Line Items] | |||||
Debt, net | 300,000 | 0 | 300,000 | 0 | |
Mandatory Conversion | 0 | ||||
Refinancing Transactions | 300,000 | 300,000 | |||
VICI PropCo Senior Secured Credit Facilities | Term Loan B Facility | |||||
Debt Instrument [Line Items] | |||||
Debt, net | 2,200,000 | 2,100,000 | 2,200,000 | ||
Refinancing Transactions | 2,200,000 | 2,200,000 | |||
VICI PropCo Senior Secured Credit Facilities | First Lien Term Loan (“Prior Term Loan”) | |||||
Debt Instrument [Line Items] | |||||
Debt, net | 0 | 0 | 0 | 1,638,387 | |
Mandatory Conversion | 0 | ||||
Refinancing Transactions | (1,638,387) | (1,638,387) | |||
VICI PropCo Senior Secured Credit Facilities | First Priority Senior Secured Notes (“Prior First Lien Notes”) | |||||
Debt Instrument [Line Items] | |||||
Debt, net | 0 | 0 | 0 | 311,721 | |
Mandatory Conversion | 0 | ||||
Refinancing Transactions | (311,721) | (311,721) | |||
VICI PropCo Senior Secured Credit Facilities | Second Lien Notes | |||||
Debt Instrument [Line Items] | |||||
Debt, net | 766,892 | 498,480 | 766,892 | $ 766,900 | 766,892 |
Mandatory Conversion | 0 | ||||
Refinancing Transactions | 0 | 0 | |||
CPLV CMBS Debt | CPLV CMBS Debt | |||||
Debt Instrument [Line Items] | |||||
Debt, net | 1,550,000 | 1,550,000 | 1,550,000 | 1,550,000 | |
Mandatory Conversion | 0 | ||||
Refinancing Transactions | 0 | 0 | |||
Senior tranche | CPLV Mezzanine Debt | |||||
Debt Instrument [Line Items] | |||||
Debt, net | 0 | 0 | 0 | 200,000 | |
Mandatory Conversion | 0 | ||||
Refinancing Transactions | (200,000) | (200,000) | |||
Intermediate tranche | CPLV Mezzanine Debt | |||||
Debt Instrument [Line Items] | |||||
Debt, net | 0 | 0 | 0 | 200,000 | |
Mandatory Conversion | 0 | ||||
Refinancing Transactions | (200,000) | (200,000) | |||
Junior tranche | CPLV Mezzanine Debt | |||||
Debt Instrument [Line Items] | |||||
Debt, net | 0 | 0 | 0 | $ 250,000 | |
Mandatory Conversion | (250,000) | ||||
Refinancing Transactions | $ 0 | $ 0 | |||
IPO | |||||
Debt Instrument [Line Items] | |||||
IPO Transaction | (668,412) | ||||
IPO | VICI PropCo Senior Secured Credit Facilities | Revolving Credit Facility | |||||
Debt Instrument [Line Items] | |||||
IPO Transaction | (300,000) | ||||
IPO | VICI PropCo Senior Secured Credit Facilities | Term Loan B Facility | |||||
Debt Instrument [Line Items] | |||||
IPO Transaction | (100,000) | ||||
IPO | VICI PropCo Senior Secured Credit Facilities | First Lien Term Loan (“Prior Term Loan”) | |||||
Debt Instrument [Line Items] | |||||
IPO Transaction | 0 | ||||
IPO | VICI PropCo Senior Secured Credit Facilities | First Priority Senior Secured Notes (“Prior First Lien Notes”) | |||||
Debt Instrument [Line Items] | |||||
IPO Transaction | 0 | ||||
IPO | VICI PropCo Senior Secured Credit Facilities | Second Lien Notes | |||||
Debt Instrument [Line Items] | |||||
IPO Transaction | (268,412) | ||||
IPO | CPLV CMBS Debt | CPLV CMBS Debt | |||||
Debt Instrument [Line Items] | |||||
IPO Transaction | 0 | ||||
IPO | Senior tranche | CPLV Mezzanine Debt | |||||
Debt Instrument [Line Items] | |||||
IPO Transaction | 0 | ||||
IPO | Intermediate tranche | CPLV Mezzanine Debt | |||||
Debt Instrument [Line Items] | |||||
IPO Transaction | 0 | ||||
IPO | Junior tranche | CPLV Mezzanine Debt | |||||
Debt Instrument [Line Items] | |||||
IPO Transaction | $ 0 |
Debt - Narrative (Details)
Debt - Narrative (Details) - USD ($) | Nov. 15, 2018 | Feb. 05, 2018 | Nov. 06, 2017 | Feb. 28, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Oct. 31, 2017 | Oct. 06, 2017 |
Debt Instrument [Line Items] | ||||||||||
Restricted net assets | $ 5,800,000,000 | |||||||||
Proceeds from follow-on offering of common stock | $ 694,200,000 | $ 1,300,000,000 | $ 0 | 694,374,000 | ||||||
Loss on extinguishment of debt | 38,488,000 | 23,040,000 | ||||||||
Debt, net | 4,785,756,000 | $ 4,122,264,000 | $ 4,785,756,000 | |||||||
Term Loan B Facility | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt instrument, face amount | 2,200,000,000 | 2,200,000,000 | ||||||||
Senior Notes | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Percentage of cash dividends of real estate taxable income to be distributed | 100.00% | |||||||||
Percentage of cash dividends of adjusted total assets to be distributed | 0.60% | |||||||||
Amount of cash dividends of adjusted total assets to be distributed | $ 30,000,000 | |||||||||
Amount of cash dividends of funds from operations to be distributed | 30,000,000 | |||||||||
Senior Notes | Term Loan B Facility | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt, net | $ 2,168,864,000 | $ 2,073,784,000 | $ 2,168,864,000 | |||||||
Senior Notes | Second Lien Notes | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Interest Rate | 8.00% | |||||||||
Percentage of principal amount redeemed (up to) | 35.00% | |||||||||
Redemption price, percentage (equal to) | 108.00% | |||||||||
Amount redeemed | $ 268,400,000 | |||||||||
Loss on extinguishment of debt | $ 23,000,000 | |||||||||
Debt, net | $ 498,500,000 | |||||||||
Unitranche Debt | CPLV CMBS Debt | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Interest Rate | 4.36% | 4.36% | 4.36% | |||||||
Debt, net | $ 1,550,000,000 | $ 1,550,000,000 | $ 1,550,000,000 | |||||||
Revolving Credit Facility | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt instrument, face amount | 400,000,000 | 400,000,000 | ||||||||
Percentage of utilization of revolving credit facility | 30.00% | |||||||||
Revolving Credit Facility | Term Loan B Facility | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt instrument, face amount | 300,000,000 | 300,000,000 | ||||||||
Proceeds from follow-on offering of common stock | 1,300,000,000 | |||||||||
Repayments of debt | $ 100,000,000 | |||||||||
Percentage of amortization of principal amount per annum | 1.00% | |||||||||
Revolving Credit Facility | CPLV CMBS Debt | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Interest Rate | 4.36% | |||||||||
Revolving Credit Facility | Senior Notes | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt, net | $ 300,000,000 | $ 0 | $ 300,000,000 | |||||||
LIBOR | Senior Notes | Term Loan B Facility | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Basis spread on variable rate | 2.00% | 2.25% | ||||||||
LIBOR | Revolving Credit Facility | Term Loan B Facility | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Basis spread on variable rate | 2.00% | 2.25% | 2.25% | |||||||
LIBOR | Revolving Credit Facility | Senior Notes | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Basis spread on variable rate | 2.00% | 2.25% | ||||||||
Junior tranche | Unitranche Debt | CPLV Mezzanine Debt | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt, net | $ 250,000,000 | |||||||||
Converted instrument, shares issued (in shares) | 17,630,700 |
Derivatives - Narrative (Detail
Derivatives - Narrative (Details) | Jan. 03, 2019USD ($)instrument | Dec. 31, 2017USD ($) | Dec. 31, 2018USD ($)instrument | Apr. 24, 2018USD ($)instrument |
Derivative [Line Items] | ||||
Unrealized loss on cash flow hedges | $ 22,100,000 | |||
Interest expense | $ 63,354,000 | 212,663,000 | ||
Debt, net | 4,785,756,000 | $ 4,122,264,000 | ||
Interest Rate Swap | ||||
Derivative [Line Items] | ||||
Number of instruments | instrument | 4 | 4 | ||
Notional amount | $ 1,500,000,000 | $ 1,500,000,000 | ||
Fixed interest rate | 2.8297% | 2.8297% | ||
Interest expense | $ 6,300,000 | |||
Senior Notes | Term Loan B Facility | ||||
Derivative [Line Items] | ||||
Debt, net | $ 2,168,864,000 | $ 2,073,784,000 | ||
LIBOR | Interest Rate Swap | ||||
Derivative [Line Items] | ||||
Number of instruments | instrument | 4 | |||
Fixed interest rate | 2.8297% | |||
Subsequent Event | Interest Rate Swap | ||||
Derivative [Line Items] | ||||
Number of instruments | instrument | 2 | |||
Notional amount | $ 500,000,000 | |||
Fixed interest rate | 2.38% | |||
Period of cash flow hedges | 2 years | |||
Subsequent Event | LIBOR | Senior Notes | Interest Rate Swap | ||||
Derivative [Line Items] | ||||
Debt, net | $ 100,000,000 | |||
Subsequent Event | LIBOR | Senior Notes | Term Loan B Facility | Interest Rate Swap | ||||
Derivative [Line Items] | ||||
Debt, net | $ 500,000,000 |
Derivatives - Schedule of Deriv
Derivatives - Schedule of Derivatives (Details) - Interest Rate Swap | Dec. 31, 2018USD ($)instrument | Apr. 24, 2018USD ($)instrument |
Derivative [Line Items] | ||
Number of instruments | instrument | 4 | 4 |
Fixed Rate | 2.8297% | 2.8297% |
Notional | $ | $ 1,500,000,000 | $ 1,500,000,000 |
Fair Value - Recurring and Nonr
Fair Value - Recurring and Nonrecurring Basis (Details) | Dec. 31, 2018USD ($)ft²assumption | Dec. 31, 2017USD ($) |
Financial assets: | ||
Short-term investments | $ 520,877,000 | $ 0 |
Financial liabilities: | ||
Derivative instruments - interest rate swaps | 22,124,000 | $ 0 |
Reported Value Measurement | Fair Value, Measurements, Recurring | ||
Financial assets: | ||
Short-term investments | 520,877,000 | |
Reported Value Measurement | Fair Value, Measurements, Nonrecurring | ||
Financial assets: | ||
Land | 19,019,000 | |
Estimate of Fair Value Measurement | Fair Value, Measurements, Recurring | Level 1 | ||
Financial assets: | ||
Short-term investments | 0 | |
Estimate of Fair Value Measurement | Fair Value, Measurements, Recurring | Level 2 | ||
Financial assets: | ||
Short-term investments | 520,877,000 | |
Estimate of Fair Value Measurement | Fair Value, Measurements, Recurring | Level 3 | ||
Financial assets: | ||
Short-term investments | 0 | |
Estimate of Fair Value Measurement | Fair Value, Measurements, Nonrecurring | Level 1 | ||
Financial assets: | ||
Land | 0 | |
Estimate of Fair Value Measurement | Fair Value, Measurements, Nonrecurring | Level 2 | ||
Financial assets: | ||
Land | 7,419,000 | |
Estimate of Fair Value Measurement | Fair Value, Measurements, Nonrecurring | Level 3 | ||
Financial assets: | ||
Land | 11,600,000 | |
Interest Rate Swap | Reported Value Measurement | Fair Value, Measurements, Recurring | ||
Financial liabilities: | ||
Derivative instruments - interest rate swaps | 22,124,000 | |
Interest Rate Swap | Estimate of Fair Value Measurement | Fair Value, Measurements, Recurring | Level 1 | ||
Financial liabilities: | ||
Derivative instruments - interest rate swaps | 0 | |
Interest Rate Swap | Estimate of Fair Value Measurement | Fair Value, Measurements, Recurring | Level 2 | ||
Financial liabilities: | ||
Derivative instruments - interest rate swaps | 22,124,000 | |
Interest Rate Swap | Estimate of Fair Value Measurement | Fair Value, Measurements, Recurring | Level 3 | ||
Financial liabilities: | ||
Derivative instruments - interest rate swaps | 0 | |
Land | Level 3 | ||
Financial assets: | ||
Fair Value | $ 11,600,000 | |
Square Footage | ft² | 4,002,908 | |
Weighted Average | Measurement Input, Quoted Price | Land | Level 3 | ||
Financial assets: | ||
Measurement input | assumption | 2.90 | |
Minimum | Measurement Input, Quoted Price | Land | Fair Value, Measurements, Recurring | Level 3 | ||
Financial assets: | ||
Measurement input | assumption | 0.50 | |
Maximum | Measurement Input, Quoted Price | Land | Fair Value, Measurements, Recurring | Level 3 | ||
Financial assets: | ||
Measurement input | assumption | 5 |
Fair Value - Schedule of Estima
Fair Value - Schedule of Estimated Fair Values (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Carrying Amount | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Cash and cash equivalents | $ 577,883 | $ 183,646 |
Restricted cash | 20,564 | 13,760 |
Carrying Amount | Revolving Credit Facility | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Financial liabilities | 0 | 300,000 |
Carrying Amount | Term Loan B Facility | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Financial liabilities | 2,073,784 | 2,168,864 |
Carrying Amount | Second Lien Notes | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Financial liabilities | 498,480 | 766,892 |
Carrying Amount | CPLV CMBS Debt | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Financial liabilities | 1,550,000 | 1,550,000 |
Fair Value | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Cash and cash equivalents | 577,883 | 183,646 |
Restricted cash | 20,564 | 13,760 |
Fair Value | Revolving Credit Facility | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Financial liabilities | 0 | 300,000 |
Fair Value | Term Loan B Facility | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Financial liabilities | 2,016,000 | 2,200,000 |
Fair Value | Second Lien Notes | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Financial liabilities | 535,866 | 853,167 |
Fair Value | CPLV CMBS Debt | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Financial liabilities | $ 1,539,040 | $ 1,559,486 |
Commitments and Contingent Li_3
Commitments and Contingent Liabilities - Narrative (Details) $ in Millions | Nov. 01, 2018USD ($) | Oct. 06, 2017USD ($) | Dec. 31, 2017USD ($) | Jan. 31, 2015USD ($)payment | Dec. 31, 2017USD ($) | Oct. 05, 2017USD ($) | Dec. 31, 2018USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) |
Loss Contingencies [Line Items] | |||||||||
Expenses related to operating lease commitments | $ 0.3 | $ 3 | |||||||
Expenses related to golf operations | $ 1.5 | ||||||||
Initial Term | 5 years | ||||||||
Golf maintenance fee | $ 3.3 | $ 10.2 | |||||||
Percentage of employment cost index | 75.00% | ||||||||
Percentage of consumer price index | 25.00% | ||||||||
Caesars Entertainment Outdoor | |||||||||
Loss Contingencies [Line Items] | |||||||||
Initial Term | 35 years | ||||||||
Golf maintenance fee | 10 | ||||||||
Present value of withdrawal liability | $ 360 | ||||||||
Frequency of withdrawal of payment | payment | 80 | ||||||||
Withdrawal liability | $ 6 | ||||||||
Loss in period | $ 45 | ||||||||
Rent expense | $ 0.7 | $ 1 | $ 1 | ||||||
Repairs and maintenance expense | $ 2.1 | $ 2.9 | $ 2.8 | ||||||
Eastside Convention Center, LLC | |||||||||
Loss Contingencies [Line Items] | |||||||||
Percentage of costs of remediation work | 50.00% | ||||||||
Vegas Development Land Owner LLC | |||||||||
Loss Contingencies [Line Items] | |||||||||
Percentage of costs of remediation work | 50.00% | ||||||||
Commitments costs incurred | $ 12 | ||||||||
Costs incurred in remediation work | $ 12 |
Commitments and Contingent Li_4
Commitments and Contingent Liabilities - Schedule Of Future Minimum Lease Payments (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Oct. 05, 2017 |
Loss Contingencies [Line Items] | ||
2,019 | $ 1,242 | |
2,020 | 983 | |
2,021 | 933 | |
2,022 | 951 | |
2,023 | 970 | |
Thereafter | 16,895 | |
Total minimum lease commitments | $ 21,974 | |
Caesars Entertainment Outdoor | ||
Loss Contingencies [Line Items] | ||
2,019 | $ 214 | |
2,020 | 873 | |
2,021 | 891 | |
2,022 | 908 | |
2,023 | 926 | |
Thereafter | 18,911 | |
Total minimum lease commitments | $ 22,723 |
Commitments and Contingent Li_5
Commitments and Contingent Liabilities - Schedule Of Other Commitments (Details) - Caesars Entertainment Outdoor $ in Thousands | Oct. 05, 2017USD ($) |
Loss Contingencies [Line Items] | |
2,017 | $ 775 |
2,018 | 2,969 |
2,019 | 225 |
Total golf-related maintenance agreement commitments | $ 3,969 |
Shareholders' Equity - Narrativ
Shareholders' Equity - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | Dec. 19, 2018 | Nov. 15, 2018 | Nov. 13, 2018 | Feb. 05, 2018 | Dec. 22, 2017 | Nov. 06, 2017 | Sep. 12, 2017 | Nov. 30, 2017 | Dec. 31, 2017 | Dec. 31, 2018 | Oct. 06, 2017 |
Subsidiary or Equity Method Investee [Line Items] | |||||||||||
Total number of common and preferred shares authorized (in shares) | 750,000,000 | ||||||||||
Common stock, shares authorized (in shares) | 700,000,000 | 700,000,000 | |||||||||
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 | |||||||||
Preferred stock, shares authorized (in shares) | 50,000,000 | 50,000,000 | |||||||||
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 | |||||||||
Debt, net | $ 4,785,756 | $ 4,122,264 | |||||||||
Common stock, shares issued (in shares) | 300,278,938 | 404,729,616 | 177,160,494 | ||||||||
Proceeds from follow-on offering of common stock | $ 694,200 | $ 1,300,000 | $ 0 | $ 694,374 | |||||||
Shares issued (in shares) | 34,500,000 | 69,575,000 | |||||||||
Share price (in dollars per share) | $ 21 | $ 20 | |||||||||
Aggregate offering value of shares | $ 724,500 | $ 1,400,000 | $ 963,782 | ||||||||
Common stock, shares outstanding (in shares) | 300,278,938 | 404,729,616 | |||||||||
Series A Preferred Stock | |||||||||||
Subsidiary or Equity Method Investee [Line Items] | |||||||||||
Preferred stock, shares issued (in shares) | 12,000,000 | ||||||||||
Liquidation preference, value | $ 300,000 | ||||||||||
Liquidation preference per share (in dollars per share) | $ 25 | ||||||||||
Convertible preferred stock (in shares) | 51,433,692 | ||||||||||
Private Placement | Harrah’s Las Vegas, LLC | |||||||||||
Subsidiary or Equity Method Investee [Line Items] | |||||||||||
Sale of stock (in dollars per share) | $ 18.50 | ||||||||||
Common stock, shares issued (in shares) | 54,054,052 | ||||||||||
Proceeds from follow-on offering of common stock | $ 963,800 | ||||||||||
Percentage of cash payment made equal to committed amount at closing | 2.00% | ||||||||||
Amount of cash payment made equal to committed amount at closing | $ 17,000 | ||||||||||
Period for benefit of investors following closing | 75 days | ||||||||||
Aggregate offering value of shares | $ 1,000,000 | ||||||||||
Private Placement | Series A Preferred Stock | Caesars Entertainment Operating Company, Inc. | |||||||||||
Subsidiary or Equity Method Investee [Line Items] | |||||||||||
Number of shares issued in transaction (in shares) | 6,002,907 | ||||||||||
Sale of stock (in dollars per share) | $ 20.83 | ||||||||||
Private Placement To Creditors As A Recovery On Claims | Series A Preferred Stock | Caesars Entertainment Operating Company, Inc. | |||||||||||
Subsidiary or Equity Method Investee [Line Items] | |||||||||||
Preferred stock, shares issued (in shares) | 5,997,093 | ||||||||||
CPLV Mezzanine Debt | CPLV CMBS Debt | Junior tranche | |||||||||||
Subsidiary or Equity Method Investee [Line Items] | |||||||||||
Debt, net | $ 250,000 | ||||||||||
Converted instrument, shares issued (in shares) | 17,630,700 | ||||||||||
ATM Stock Offering Program | |||||||||||
Subsidiary or Equity Method Investee [Line Items] | |||||||||||
Aggregate offering value of shares | $ 750,000 | ||||||||||
JACK Entertainment LLC | Greektown Acquisition | |||||||||||
Subsidiary or Equity Method Investee [Line Items] | |||||||||||
Cash payment in business acquisition | $ 700,000 |
Shareholders' Equity - Dividend
Shareholders' Equity - Dividends Declared (Details) - $ / shares | Sep. 28, 2018 | Mar. 15, 2018 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 |
Equity [Abstract] | |||||||
Dividends declared (in dollars per share) | $ 0.2625 | $ 0.2875 | $ 0.2875 | $ 0.2625 | $ 0.1600 | $ 0 | |
Targeted annualized dividend (in dollars per share) | $ 1.15 | ||||||
Percentage of increase of annualized dividend rate | 9.50% | ||||||
Previous targeted annualized dividend (in dollars per share) | $ 1.05 |
Earnings Per Share - Schedule O
Earnings Per Share - Schedule Of Weighted Average Earnings Per Share (Details) - shares | 3 Months Ended | 12 Months Ended |
Dec. 31, 2017 | Dec. 31, 2018 | |
Schedule Of Weighted Average Number Of Shares [Line Items] | ||
Weighted-average common shares outstanding (in shares) | 227,828,844 | 367,226,395 |
Diluted weighted-average common shares outstanding (in shares) | 227,985,455 | 367,316,901 |
Assumed conversion of restricted stock | ||
Schedule Of Weighted Average Number Of Shares [Line Items] | ||
Assumed conversion (in shares) | 156,000 | 91,000 |
Earnings Per Share - Schedule_2
Earnings Per Share - Schedule Of Basic And Diluted Earnings Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | ||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2018 | |
Basic: | ||||||
Net income attributable to common stockholders | $ 142,541 | $ 129,912 | $ 139,044 | $ 112,122 | $ 42,662 | $ 523,619 |
Weighted-average common shares outstanding (in shares) | 227,828,844 | 367,226,395 | ||||
Basic EPS (in dollars per share) | $ 0.19 | $ 1.43 | ||||
Diluted: | ||||||
Net income attributable to common stockholders | $ 42,662 | $ 523,619 | ||||
Diluted weighted-average common shares outstanding (in shares) | 227,985,455 | 367,316,901 | ||||
Diluted EPS (in dollars per share) | $ 0.19 | $ 1.43 |
Share-Based Compensation - Narr
Share-Based Compensation - Narrative (Details) $ in Millions | 3 Months Ended | 12 Months Ended | |
Dec. 31, 2017USD ($) | Dec. 31, 2018USD ($)dayshares | Dec. 31, 2017shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Unrecognized compensation costs | $ | $ 5.5 | ||
Weighted-average cost | 2 years 3 months 29 days | ||
Stock Incentive Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of shares that may be issued (in shares) | 12,750,000 | ||
Number of shares available for issuance (in shares) | 12,240,831 | ||
Time-Based Restricted Shares | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Granted (in shares) | 157,000 | 164,000 | |
Period of volume of weighted average price | day | 10 | ||
Trading days | day | 10 | ||
Performance-Based Restricted Shares | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Granted (in shares) | 133,000 | ||
Risk-free interest rate | 2.70% | ||
Expected volatility rate | 13.30% | ||
General and Administrative Expense | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
General and administrative | $ | $ 1.4 | $ 2.3 | |
Minimum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Award vesting period | 0 years | ||
Minimum | Time-Based Restricted Shares | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Award vesting period | 3 years | ||
Maximum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Award vesting period | 4 years | ||
Maximum | Time-Based Restricted Shares | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Award vesting period | 4 years |
Share-Based Compensation - Sche
Share-Based Compensation - Schedule Of Restricted Stock (Details) - Restricted Stock Units (RSUs) - $ / shares | 3 Months Ended | 12 Months Ended |
Dec. 31, 2017 | Dec. 31, 2018 | |
Shares | ||
Beginning balance (in shares) | 0 | 123,610 |
Granted (in shares) | 174,572 | 336,980 |
Vested (in shares) | (50,962) | (59,954) |
Forfeited (in shares) | 0 | (2,383) |
Canceled (in shares) | 0 | 0 |
Ending balance (in shares) | 123,610 | 398,253 |
Weighted Average Grant Date Fair Value | ||
Beginning balance (in dollars per share) | $ 0 | $ 15.61 |
Granted (in dollars per share) | 15.41 | 19.37 |
Vested (in dollars per share) | 14.90 | 10.18 |
Forfeited (in dollars per share) | 0 | 16.88 |
Canceled (in dollars per share) | 0 | 0 |
Ending balance (in dollars per share) | $ 15.61 | $ 19.60 |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) $ in Thousands | Dec. 22, 2017USD ($) | Dec. 31, 2017 | Oct. 05, 2017USD ($) | Dec. 31, 2018USD ($)property | Dec. 31, 2017 | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Jan. 15, 2015property |
Income Tax Contingency [Line Items] | ||||||||
Percentage of annual REIT taxable income (at least) | 90.00% | 90.00% | ||||||
Undistributed net taxable income subject to income corporate tax rate | 100.00% | |||||||
Number of golf courses | property | 4 | |||||||
Deferred tax liability as a result of TCJA | $ 2,400 | |||||||
NOL Carryforwards | $ 151,600 | |||||||
Expected federal tax at the statutory tax rate | 35.00% | 21.00% | ||||||
Caesars Entertainment Outdoor | ||||||||
Income Tax Contingency [Line Items] | ||||||||
Number of golf courses | property | 4 | 4 | ||||||
Expected federal tax at the statutory tax rate | $ 100 | $ 111 | $ 98 | |||||
Domestic Tax Authority | Caesars Entertainment Outdoor | ||||||||
Income Tax Contingency [Line Items] | ||||||||
General business credit | $ 82 | |||||||
Operating loss carryforwards | 19,200 | 20,100 | ||||||
State and Local Jurisdiction | Caesars Entertainment Outdoor | ||||||||
Income Tax Contingency [Line Items] | ||||||||
Operating loss carryforwards | $ 15,100 | $ 15,500 |
Income Taxes - Schedule Of Inco
Income Taxes - Schedule Of Income Tax Expense (Benefit) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Dec. 31, 2017 | Oct. 05, 2017 | Dec. 31, 2018 | Dec. 31, 2016 | Dec. 31, 2015 | |
Current: | |||||
Federal | $ 0 | $ 1,693 | |||
State | 11 | 126 | |||
Income tax expense (benefit), current | 11 | 1,819 | |||
Deferred | |||||
Federal | (1,909) | (459) | |||
State | (3) | 81 | |||
Income tax expense (benefit), deferred | (1,912) | (378) | |||
Total | |||||
Federal | (1,909) | 1,234 | |||
State | 8 | 207 | |||
Income tax expense (benefit) | $ (1,901) | $ 1,441 | |||
Caesars Entertainment Outdoor | |||||
Current: | |||||
Federal | $ 100 | $ 111 | $ 98 | ||
State | 0 | 0 | 0 | ||
Deferred | |||||
Income tax expense (benefit), deferred | (98) | (111) | (101) | ||
Total | |||||
Income tax expense (benefit) | $ 2 | $ 0 | $ (3) |
Income Taxes - Schedule Of Defe
Income Taxes - Schedule Of Deferred Tax Assets And Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 | Oct. 05, 2017 | Dec. 31, 2016 |
Deferred tax assets: | ||||
Federal net operating loss | $ 0 | $ 55 | ||
Accruals, reserves and other | 117 | 24 | ||
Total deferred tax assets | 117 | 79 | ||
Deferred tax liabilities: | ||||
Land, buildings and equipment, net | (3,457) | (3,797) | ||
Total deferred tax liabilities | (3,457) | (3,797) | ||
Net deferred tax liability | $ (3,340) | $ (3,718) | ||
Caesars Entertainment Outdoor | ||||
Deferred tax assets: | ||||
Federal net operating loss | $ 5,561 | $ 5,847 | ||
State net operating loss | 378 | 392 | ||
Federal tax credits | 82 | 82 | ||
Other | 8 | 9 | ||
Subtotal | 6,029 | 6,330 | ||
Less: valuation allowance | 1,930 | 1,930 | ||
Total deferred tax assets net of valuation allowance | 4,099 | 4,400 | ||
Deferred tax liabilities: | ||||
Land, buildings and equipment, net | (9,006) | (9,423) | ||
Accrued expenses | (37) | (20) | ||
Total deferred tax liabilities | (9,043) | (9,443) | ||
Net deferred tax liability | $ (4,944) | $ (5,043) |
Income Taxes - Schedule of Effe
Income Taxes - Schedule of Effective Rate Reconciliation (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Dec. 31, 2017 | Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | ||
Federal income tax expense at statutory rate | $ 15,414 | $ 112,326 |
Federal income tax expense at statutory rate, percent | 35.00% | 21.00% |
REIT income not subject to federal income tax | $ (14,897) | $ (111,035) |
REIT income not subject to federal income tax, percent | (33.80%) | (20.80%) |
Pre-tax gain attributable to taxable subsidiaries | $ 517 | $ 1,291 |
Pre-tax gain attributable to taxable subsidiaries, percent | 1.20% | 0.20% |
State income taxes, net of federal benefits | $ 5 | $ 187 |
State income taxes, net of federal benefits, percent | 0.00% | 0.00% |
Non-deductible expenses and other | $ 0 | $ (37) |
Non-deductible expenses and other, percent | 0.00% | 0.00% |
Impact of Tax Reform on deferred tax liability | $ (2,423) | $ 0 |
Impact of Tax Reform on deferred tax liability, percent | (5.50%) | 0.00% |
Income tax expense (benefit) | $ (1,901) | $ 1,441 |
Income tax expense (benefit), percent | (4.30%) | 0.20% |
Income Taxes - Schedule of In_2
Income Taxes - Schedule of Income Tax Expense Reconciliation (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Dec. 31, 2017 | Oct. 05, 2017 | Dec. 31, 2018 | Dec. 31, 2016 | Dec. 31, 2015 | |
Income Tax Contingency [Line Items] | |||||
Expected federal tax at the statutory tax rate | $ 15,414 | $ 112,326 | |||
Increases/(decreases) in tax resulting from: | |||||
State taxes, net of federal tax benefit | 5 | 187 | |||
Income tax expense (benefit) | $ (1,901) | $ 1,441 | |||
Caesars Entertainment Outdoor | |||||
Income Tax Contingency [Line Items] | |||||
Expected federal tax at the statutory tax rate | $ 0 | $ 0 | $ 0 | ||
Increases/(decreases) in tax resulting from: | |||||
State taxes, net of federal tax benefit | 0 | 0 | 0 | ||
Federal tax credits | 0 | 0 | 3 | ||
Income tax (expense)/benefit | 2 | 0 | 0 | ||
Income tax expense (benefit) | $ 2 | $ 0 | $ (3) |
Income Taxes - Schedule Of Unre
Income Taxes - Schedule Of Unrecognized Tax Benefits (Details) - Caesars Entertainment Outdoor - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | |
Oct. 05, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | |||
Balance as of beginning of period | $ 1,309 | $ 1,309 | $ 1,309 |
Additions based on tax positions related to the current year | 0 | 0 | 0 |
Balance as of end of period | $ 1,309 | $ 1,309 | $ 1,309 |
Segment Information - Narrative
Segment Information - Narrative (Details) | 12 Months Ended |
Dec. 31, 2018segmentproperty | |
Segment Reporting [Abstract] | |
Number of reportable segments | segment | 2 |
Number of golf courses | property | 4 |
Segment Information - Schedule
Segment Information - Schedule Of Segment Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2018 | |
Segment Reporting Information [Line Items] | ||||||
Revenues | $ 226,039 | $ 232,687 | $ 220,975 | $ 218,276 | $ 187,609 | $ 897,977 |
Operating income | 195,682 | 184,100 | 189,448 | 188,724 | 144,196 | 757,954 |
Interest expense | (63,354) | (212,663) | ||||
Loss on extinguishment of debt | (38,488) | (23,040) | ||||
Income before income taxes | 42,636 | 533,558 | ||||
Income tax expense | 1,901 | (1,441) | ||||
Net income | 144,631 | $ 132,024 | $ 141,359 | $ 114,103 | 44,537 | 532,117 |
Depreciation | 751 | 3,686 | ||||
Total assets | 11,333,368 | 9,739,712 | 11,333,368 | |||
Real Property Business | ||||||
Segment Reporting Information [Line Items] | ||||||
Revenues | 181,258 | 870,776 | ||||
Operating income | 142,722 | 751,803 | ||||
Interest expense | (63,354) | (212,663) | ||||
Loss on extinguishment of debt | (38,488) | (23,040) | ||||
Income before income taxes | 41,162 | 527,407 | ||||
Income tax expense | 0 | 0 | ||||
Net income | 41,162 | 527,407 | ||||
Depreciation | 0 | 7 | ||||
Total assets | 11,247,637 | 9,660,244 | 11,247,637 | |||
Golf Course Business | ||||||
Segment Reporting Information [Line Items] | ||||||
Revenues | 6,351 | 27,201 | ||||
Operating income | 1,474 | 6,151 | ||||
Interest expense | 0 | 0 | ||||
Loss on extinguishment of debt | 0 | 0 | ||||
Income before income taxes | 1,474 | 6,151 | ||||
Income tax expense | 1,901 | (1,441) | ||||
Net income | 3,375 | 4,710 | ||||
Depreciation | 751 | 3,679 | ||||
Total assets | $ 85,731 | $ 79,468 | $ 85,731 |
Quarterly Results of Operatio_3
Quarterly Results of Operations (Unaudited) (Details) - USD ($) $ / shares in Units, $ in Thousands | Mar. 15, 2018 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2018 |
Quarterly Financial Information Disclosure [Abstract] | |||||||
Revenues | $ 226,039 | $ 232,687 | $ 220,975 | $ 218,276 | $ 187,609 | $ 897,977 | |
Operating income | 195,682 | 184,100 | 189,448 | 188,724 | 144,196 | 757,954 | |
Net income | 144,631 | 132,024 | 141,359 | 114,103 | 44,537 | 532,117 | |
Net income attributable to common stockholders | $ 142,541 | $ 129,912 | $ 139,044 | $ 112,122 | $ 42,662 | $ 523,619 | |
Net income per common share | |||||||
Basic and diluted (in dollars per share) | $ 0.37 | $ 0.35 | $ 0.38 | $ 0.33 | $ 0.19 | ||
Dividends per share (in dollars per share) | $ 0.2625 | $ 0.2875 | $ 0.2875 | $ 0.2625 | $ 0.1600 | $ 0 |
Accrued Expenses - Schedule Of
Accrued Expenses - Schedule Of Accrued Expenses (Details) - Caesars Entertainment Outdoor - USD ($) $ in Thousands | Oct. 05, 2017 | Dec. 31, 2016 |
Accrued Expenses [Line Items] | ||
Accrued utilities | $ 269 | $ 87 |
Accrued real estate taxes and other taxes | 166 | 130 |
Advance deposits | 102 | 112 |
Deferred revenue | 49 | 125 |
Accrued legal and professional fees | 41 | 23 |
Payroll and other compensation | 12 | 228 |
Other accruals | 8 | 0 |
Total other liabilities | $ 647 | $ 705 |
Liabilities Subject to Compro_2
Liabilities Subject to Compromise - Narrative (Details) - Caesars Entertainment Outdoor $ in Thousands | Oct. 06, 2017USD ($) | Dec. 31, 2018USD ($) | Oct. 05, 2017USD ($)claim | Dec. 31, 2016USD ($) |
Reorganizations [Line Items] | ||||
Number of proofs of claims | claim | 55 | |||
Number of claims carved out of legal entities | claim | 9 | |||
Additional claims assigned by court | claim | 13 | |||
Amount of claims filed | $ 122,200 | |||
Number of filed claims likely to be denied | claim | 19 | |||
Amount of filed claims likely to be denied | $ 116,300 | |||
Liabilities subject to compromise | $ 125 | $ 249 | $ 265 | |
Gain on settlement of other claims | 124 | |||
Amount of claims under review by management | $ 5,100 |
Related Party Transactions - Na
Related Party Transactions - Narrative (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Dec. 31, 2017 | Oct. 05, 2017 | Dec. 31, 2018 | Dec. 31, 2016 | Dec. 31, 2015 | |
Related Party Transaction [Line Items] | |||||
Dividends | $ 0 | $ 116,503,000 | |||
Caesars Entertainment Outdoor | |||||
Related Party Transaction [Line Items] | |||||
Dividends | $ 1,000,000 | $ 1,232,000 | $ 1,981,000 | ||
Caesars Entertainment Operating Company, Inc. | |||||
Related Party Transaction [Line Items] | |||||
Maximum annual contributions per employee, percent (up to) | 50.00% | ||||
Employer matching contribution, amount (up to) | $ 600 | ||||
Administrative expense | 27,000 | 34,000 | 39,000 | ||
Accumulated Net Investment Gain (Loss) Attributable to Parent | Caesars Entertainment Outdoor | |||||
Related Party Transaction [Line Items] | |||||
Dividends | $ 1,000,000 | $ 1,232,000 | $ 1,981,000 |
Related Party Transactions - Sc
Related Party Transactions - Schedule of Related Party Transactions (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Dec. 31, 2017 | Oct. 05, 2017 | Dec. 31, 2018 | Dec. 31, 2016 | Dec. 31, 2015 | |
Related Party Transaction [Line Items] | |||||
Administrative and other | $ 9,939 | $ 24,429 | |||
Caesars Entertainment Outdoor | |||||
Related Party Transaction [Line Items] | |||||
Administrative and other | $ 1,382 | $ 2,009 | $ 1,760 | ||
Revenues | 14,136 | 18,785 | 18,077 | ||
Caesars Entertainment Outdoor | Insurance expense | |||||
Related Party Transaction [Line Items] | |||||
Administrative and other | 37 | 45 | 55 | ||
Caesars Entertainment Outdoor | CEOC and Caesars' Affiliates | Indirect Expenses | |||||
Related Party Transaction [Line Items] | |||||
Administrative and other | 214 | 330 | 318 | ||
Golf revenue | Caesars Entertainment Outdoor | |||||
Related Party Transaction [Line Items] | |||||
Revenues | 11,412 | 14,558 | 14,071 | ||
Golf revenue | Caesars Entertainment Outdoor | CEOC and Caesars' Affiliates | Golf Transactions | |||||
Related Party Transaction [Line Items] | |||||
Revenues | 5,304 | 5,482 | 4,377 | ||
Golf revenue | Caesars Entertainment Outdoor | CEOC and Caesars' Affiliates | Pass-Through Revenue | |||||
Related Party Transaction [Line Items] | |||||
Revenues | 382 | 871 | 769 | ||
Food and beverage revenue | Caesars Entertainment Outdoor | |||||
Related Party Transaction [Line Items] | |||||
Revenues | 1,361 | 2,150 | 2,150 | ||
Food and beverage revenue | Caesars Entertainment Outdoor | CEOC and Caesars' Affiliates | Pass-Through Revenue | |||||
Related Party Transaction [Line Items] | |||||
Revenues | 107 | 83 | 66 | ||
Retail and other revenue | Caesars Entertainment Outdoor | |||||
Related Party Transaction [Line Items] | |||||
Revenues | 1,363 | 2,077 | 1,856 | ||
Retail and other revenue | Caesars Entertainment Outdoor | CEOC and Caesars' Affiliates | Pass-Through Revenue | |||||
Related Party Transaction [Line Items] | |||||
Revenues | $ 116 | $ 143 | $ 102 |
Schedule I Condensed Financia_2
Schedule I Condensed Financial Information of Registrant Parent Company Only - Balance Sheets (Details) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 | Oct. 06, 2017 | Oct. 05, 2017 |
Assets | ||||
Cash and cash equivalents | $ 577,883,000 | $ 183,646,000 | ||
Short-term investments | 520,877,000 | 0 | ||
Other assets | 44,037,000 | 15,363,000 | ||
Total assets | 11,333,368,000 | 9,739,712,000 | ||
Liabilities | ||||
Other liabilities | 62,406,000 | 14,280,000 | ||
Dividends payable | 116,287,000 | 0 | ||
Total liabilities | 4,432,346,000 | 4,963,348,000 | ||
Common stock, $0.01 par value, 700,000,000 shares authorized and 404,729,616 and 300,278,938 shares issued and outstanding at December 31, 2018 and December 31, 2017, respectively | 4,047,000 | 3,003,000 | ||
Preferred stock, $0.01 par value, 50,000,000 shares authorized and no shares outstanding at December 31, 2018 and 2017 | 0 | 0 | ||
Additional paid-in capital | 6,648,430,000 | 4,645,824,000 | ||
Accumulated other comprehensive loss | (22,124,000) | 0 | ||
Retained earnings | 187,096,000 | 42,662,000 | ||
Total shareholders' equity | 6,901,022,000 | 4,776,364,000 | $ 3,516,673,000 | |
Total liabilities and stockholders’ equity | $ 11,333,368,000 | $ 9,739,712,000 | ||
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 | ||
Common stock, shares authorized (in shares) | 700,000,000 | 700,000,000 | ||
Common stock, shares issued (in shares) | 404,729,616 | 300,278,938 | 177,160,494 | |
Common stock, shares outstanding (in shares) | 404,729,616 | 300,278,938 | ||
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 | ||
Preferred stock, shares authorized (in shares) | 50,000,000 | 50,000,000 | ||
Preferred stock, shares outstanding (in shares) | 0 | 0 | ||
Parent Company | ||||
Assets | ||||
Cash and cash equivalents | $ 377,704,000 | $ 119,117,000 | ||
Restricted cash | 48,000 | 0 | ||
Short-term investments | 520,877,000 | 0 | ||
Other assets | 2,150,000 | 0 | ||
Due from affiliates | 133,000 | 57,573,000 | ||
Investment in subsidiaries | 6,033,310,000 | 9,545,013,000 | ||
Total assets | 6,934,222,000 | 9,721,703,000 | ||
Liabilities | ||||
Other liabilities | 486,000 | 0 | ||
Dividends payable | 116,287,000 | 0 | ||
Due to affiliates | 0 | 155,001,000 | ||
Total liabilities | 116,773,000 | 155,001,000 | ||
Common stock, $0.01 par value, 700,000,000 shares authorized and 404,729,616 and 300,278,938 shares issued and outstanding at December 31, 2018 and December 31, 2017, respectively | 4,047,000 | 3,003,000 | ||
Preferred stock, $0.01 par value, 50,000,000 shares authorized and no shares outstanding at December 31, 2018 and 2017 | 0 | 0 | ||
Additional paid-in capital | 6,648,430,000 | 9,563,417,000 | ||
Accumulated other comprehensive loss | (22,124,000) | 0 | ||
Retained earnings | 187,096,000 | 282,000 | ||
Total shareholders' equity | 6,817,449,000 | 9,566,702,000 | ||
Total liabilities and stockholders’ equity | $ 6,934,222,000 | $ 9,721,703,000 | ||
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 | ||
Common stock, shares authorized (in shares) | 700,000,000 | 700,000,000 | ||
Common stock, shares issued (in shares) | 404,729,616 | 300,278,938 | ||
Common stock, shares outstanding (in shares) | 404,729,616 | 300,278,938 | ||
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 | ||
Preferred stock, shares authorized (in shares) | 50,000,000 | 50,000,000 | ||
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Schedule I Condensed Financia_3
Schedule I Condensed Financial Information of Registrant Parent Company Only - Statement of Operations (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2018 | |
Operating Expenses | ||||||
General and administrative | $ 9,939 | $ 24,429 | ||||
Total operating expenses | 43,413 | 140,023 | ||||
Operating income | $ 195,682 | $ 184,100 | $ 189,448 | $ 188,724 | 144,196 | 757,954 |
Interest income | 282 | 11,307 | ||||
Income before income taxes | 42,636 | 533,558 | ||||
Income taxes | (1,901) | 1,441 | ||||
Net income attributable to common stockholders | $ 142,541 | $ 129,912 | $ 139,044 | $ 112,122 | 42,662 | 523,619 |
Unrealized loss on cash flow hedges | 0 | (22,124) | ||||
Comprehensive income attributable to common stockholders | 42,662 | 501,495 | ||||
Parent Company | ||||||
Revenues | ||||||
Equity in earnings of investment in subsidiary | 0 | 516,116 | ||||
Revenues | 0 | 516,116 | ||||
Operating Expenses | ||||||
General and administrative | 0 | 78 | ||||
Total operating expenses | 0 | 78 | ||||
Operating income | 0 | 516,038 | ||||
Interest income | 282 | 7,581 | ||||
Income before income taxes | 282 | 523,619 | ||||
Income taxes | 0 | 0 | ||||
Net income attributable to common stockholders | 282 | 523,619 | ||||
Unrealized loss on cash flow hedges | 0 | (22,124) | ||||
Comprehensive income attributable to common stockholders | $ 282 | $ 501,495 |
Schedule I Condensed Financia_4
Schedule I Condensed Financial Information of Registrant Parent Company Only - Cash Flows (Details) - USD ($) $ in Thousands | Nov. 15, 2018 | Feb. 05, 2018 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Oct. 05, 2017 | Dec. 31, 2018 |
Cash flows from operating activities | |||||||||
Net income | $ 142,541 | $ 129,912 | $ 139,044 | $ 112,122 | $ 42,662 | $ 523,619 | |||
Change in operating assets and liabilities: | |||||||||
Change in other assets | (7,159) | $ 0 | (22,945) | ||||||
Change in other liabilities | 10,449 | 25,207 | |||||||
Net cash provided by operating activities | 129,440 | 504,082 | |||||||
Cash flows from investing activities | |||||||||
Investments in short-term investments | 0 | (942,311) | |||||||
Maturities of short-term investments | 0 | 421,434 | |||||||
Net cash used in investing activities | (1,136,251) | (1,140,877) | |||||||
Cash flows from financing activities | |||||||||
Proceeds from private placement of common stock | 963,782 | 0 | |||||||
Proceeds from initial public offering of common stock | 0 | 1,307,119 | |||||||
Proceeds from follow-on offering of common stock | $ 694,200 | $ 1,300,000 | 0 | 694,374 | |||||
Dividends paid | 0 | (262,682) | |||||||
Mandatory debt conversion costs | (13) | 0 | |||||||
Net cash provided by financing activities | 1,148,446 | 1,037,836 | |||||||
Net increase in cash, cash equivalents and restricted cash | 141,635 | 401,041 | |||||||
Cash, cash equivalents and restricted cash, beginning of period | 197,406 | 55,771 | 197,406 | ||||||
Cash, cash equivalents and restricted cash, end of period | 598,447 | 197,406 | 55,771 | 598,447 | |||||
Parent Company | |||||||||
Cash flows from operating activities | |||||||||
Net income | 282 | 523,619 | |||||||
Change in operating assets and liabilities: | |||||||||
Change in other assets | 0 | (2,150) | |||||||
Change in other liabilities | 0 | 270 | |||||||
Change in intercompany balances, net | 98,813 | (614) | |||||||
Net cash provided by operating activities | 99,095 | 521,125 | |||||||
Cash flows from investing activities | |||||||||
Investment in subsidiary | (1,000,000) | (1,838,205) | |||||||
Distributions from subsidiaries | 0 | 357,781 | |||||||
Investments in short-term investments | 0 | (691,239) | |||||||
Maturities of short-term investments | 0 | 170,362 | |||||||
Net cash used in investing activities | (1,000,000) | (2,001,301) | |||||||
Cash flows from financing activities | |||||||||
Proceeds from private placement of common stock | 964,376 | 0 | |||||||
Proceeds from initial public offering of common stock | 0 | 1,307,119 | |||||||
Proceeds from follow-on offering of common stock | 0 | 694,374 | |||||||
Dividends paid | 0 | (262,682) | |||||||
Mandatory debt conversion costs | (13) | 0 | |||||||
Net cash provided by financing activities | 964,363 | 1,738,811 | |||||||
Net increase in cash, cash equivalents and restricted cash | 63,458 | 258,635 | |||||||
Cash, cash equivalents and restricted cash, beginning of period | $ 119,117 | 55,659 | 119,117 | ||||||
Cash, cash equivalents and restricted cash, end of period | $ 377,752 | $ 119,117 | $ 55,659 | $ 377,752 |
Schedule I Condensed Financia_5
Schedule I Condensed Financial Information of Registrant Parent Company Only - Narrative (Details) $ in Millions | Dec. 31, 2018USD ($) |
Condensed Financial Statements, Captions [Line Items] | |
Restricted net assets | $ 5,800 |
Senior Notes | |
Condensed Financial Statements, Captions [Line Items] | |
Percentage of cash dividends of real estate taxable income to be distributed | 100.00% |
Percentage of cash dividends of adjusted total assets to be distributed | 0.60% |
Amount of cash dividends of adjusted total assets to be distributed | $ 30 |
Schedule III - Real Estate an_2
Schedule III - Real Estate and Accumulated Depreciation - Schedule of Real Estate and Accumulated Depreciation (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 22, 2017 | Oct. 06, 2017 | Oct. 05, 2017 |
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items] | |||||
Land and Improvements | $ 1,182,447 | ||||
Building and Improvements | 0 | ||||
Land and Improvements | 0 | ||||
Building and Improvements | 0 | ||||
Land and Improvements | 1,182,447 | ||||
Building and Improvements | 0 | ||||
Total | 1,182,447 | $ 1,184,000 | $ 1,184,000 | ||
Accumulated Depreciation | 0 | 0 | $ 0 | ||
Investments in operating leases | 1,086,658 | $ 1,110,400 | $ 73,600 | $ 34,700 | |
Caesars Palace Land | |||||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items] | |||||
Land and Improvements | 1,010,967 | ||||
Building and Improvements | 0 | ||||
Land and Improvements | 0 | ||||
Building and Improvements | 0 | ||||
Land and Improvements | 1,010,967 | ||||
Building and Improvements | 0 | ||||
Total | 1,010,967 | ||||
Accumulated Depreciation | 0 | ||||
Land Parcels subject to Non-CPLV Lease Agreement | |||||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items] | |||||
Land and Improvements | 75,691 | ||||
Building and Improvements | 0 | ||||
Land and Improvements | 0 | ||||
Building and Improvements | 0 | ||||
Land and Improvements | 75,691 | ||||
Building and Improvements | 0 | ||||
Total | 75,691 | ||||
Accumulated Depreciation | 0 | ||||
Vacant, non-operating Land | |||||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items] | |||||
Land and Improvements | 22,189 | ||||
Building and Improvements | 0 | ||||
Land and Improvements | 0 | ||||
Building and Improvements | 0 | ||||
Land and Improvements | 22,189 | ||||
Building and Improvements | 0 | ||||
Total | 22,189 | ||||
Accumulated Depreciation | 0 | ||||
Eastside Property | |||||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items] | |||||
Land and Improvements | 73,600 | ||||
Building and Improvements | 0 | ||||
Land and Improvements | 0 | ||||
Building and Improvements | 0 | ||||
Land and Improvements | 73,600 | ||||
Building and Improvements | 0 | ||||
Total | 73,600 | ||||
Accumulated Depreciation | $ 0 |
Schedule III - Real Estate an_3
Schedule III - Real Estate and Accumulated Depreciation - Schedule of Change in Real Estate (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Dec. 31, 2017 | Dec. 31, 2018 | |
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate [Roll Forward] | ||
Beginning balance | $ 1,184,000 | $ 1,184,000 |
Additions | 0 | 10,967 |
Impairments | (12,334) | |
Disposals | 0 | (186) |
Depreciation expense | 0 | 0 |
Ending balance | 1,184,000 | 1,182,447 |
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate, Accumulated Depreciation [Roll Forward] | ||
Beginning balance | 0 | 0 |
Additions | 0 | 0 |
Impairments | 0 | |
Disposals | 0 | 0 |
Depreciation expense | 0 | 0 |
Ending balance | $ 0 | $ 0 |