Cover Page
Cover Page - shares | 9 Months Ended | |
Sep. 30, 2020 | Oct. 28, 2020 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2020 | |
Document Transition Report | false | |
Entity File Number | 001-38372 | |
Entity Registrant Name | VICI Properties Inc. | |
Entity Incorporation, State or Country Code | MD | |
Entity Tax Identification Number | 81-4177147 | |
Entity Address, Address Line One | 535 Madison Avenue, 20th Floor | |
Entity Address, City or Town | New York | |
Entity Address, State or Province | NY | |
Entity Address, Postal Zip Code | 10022 | |
City Area Code | 646 | |
Local Phone Number | 949-4631 | |
Title of each class | Common stock, $0.01 par value | |
Trading Symbol | VICI | |
Name of each exchange on which registered | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 536,669,722 | |
Amendment Flag | false | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2020 | |
Entity Central Index Key | 0001705696 | |
Current Fiscal Year End Date | --12-31 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Real estate portfolio: | ||
Net investments in leases | $ 13,009,966 | |
Land | 158,190 | $ 94,711 |
Cash and cash equivalents | 144,057 | 1,101,893 |
Short-term investments | 19,973 | 59,474 |
Other assets | 385,703 | 188,638 |
Total assets | 16,851,830 | 13,265,619 |
Liabilities | ||
Debt, net | 6,761,832 | 4,791,563 |
Accrued interest | 47,106 | 20,153 |
Deferred financing liability | 73,600 | 73,600 |
Deferred revenue | 309 | 70,340 |
Dividends payable | 176,982 | 137,056 |
Other liabilities | 422,462 | 123,918 |
Total liabilities | 7,482,291 | 5,216,630 |
Commitments and contingent liabilities (Note 11) | ||
Stockholders’ equity | ||
Common stock, $0.01 par value, 700,000,000 shares authorized and 536,668,779 and 461,004,742 shares issued and outstanding at September 30, 2020 and December 31, 2019, respectively | 5,367 | 4,610 |
Preferred stock, $0.01 par value, 50,000,000 shares authorized and no shares outstanding at September 30, 2020 and December 31, 2019 | 0 | 0 |
Additional paid-in capital | 9,361,526 | 7,817,582 |
Accumulated other comprehensive loss | (104,258) | (65,078) |
Retained earnings | 29,338 | 208,069 |
Total VICI stockholders’ equity | 9,291,973 | 7,965,183 |
Non-controlling interest | 77,566 | 83,806 |
Total stockholders’ equity | 9,369,539 | 8,048,989 |
Total liabilities and stockholders’ equity | 16,851,830 | 13,265,619 |
Investments in leases - financing receivables, net | ||
Real estate portfolio: | ||
Notes receivable | 2,600,228 | 0 |
Investments in loans, net | ||
Real estate portfolio: | ||
Notes receivable | 533,713 | 0 |
Investments in leases - sales-type and direct financing, net | ||
Real estate portfolio: | ||
Net investments in leases | 13,009,966 | 10,734,245 |
Investments in leases - operating | ||
Real estate portfolio: | ||
Real estate investment | $ 0 | $ 1,086,658 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
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) | 536,668,779 | 461,004,742 |
Common stock, shares outstanding (in shares) | 536,668,779 | 461,004,742 |
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 |
Sales-type and direct financing, allowance for credit losses | $ (467,003) | $ 0 |
Other assets (sales-type sub-leases), allowance for credit losses | 7,249 | |
Investments in leases - financing receivables, net | ||
Allowance for credit losses | 93,029 | |
Investments in loans, net | ||
Allowance for credit losses | $ 3,161 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Revenues | ||||
Income from sales-type and direct financing leases | $ 270,274 | $ 206,001 | $ 718,421 | $ 603,300 |
Income from operating leases | 3,638 | 10,913 | 25,464 | 32,740 |
Income from lease financing receivables and loans | 52,827 | 0 | 82,696 | 0 |
Other income | 7,276 | 0 | 8,702 | 0 |
Golf operations | 5,638 | 5,599 | 17,273 | 21,221 |
Revenues | 339,653 | 222,513 | 852,556 | 657,261 |
Operating expenses | ||||
General and administrative | 8,047 | 6,717 | 22,560 | 19,460 |
Depreciation | 910 | 1,000 | 2,990 | 2,948 |
Other expenses | 7,263 | 0 | 8,702 | 0 |
Golf operations | 4,672 | 5,423 | 13,181 | 14,363 |
Change in allowance for credit losses | 177,052 | 0 | 261,080 | 0 |
Transaction and acquisition expenses | 2,026 | 993 | 7,703 | 4,749 |
Total operating expenses | 199,970 | 14,133 | 316,216 | 41,520 |
Operating income | 139,683 | 208,380 | 536,340 | 615,741 |
Interest expense | (77,399) | (68,531) | (231,185) | (176,936) |
Interest income | 214 | 6,690 | 6,743 | 15,861 |
Loss from extinguishment of debt | 0 | 0 | (39,059) | 0 |
Gain upon lease modification | 333,352 | 0 | 333,352 | 0 |
Income before income taxes | 395,850 | 146,539 | 606,191 | 454,666 |
Income tax benefit (expense) | 368 | (24) | (395) | (1,098) |
Net income | 396,218 | 146,515 | 605,796 | 453,568 |
Less: Net loss (income) attributable to non-controlling interest | 2,056 | (2,080) | (2,132) | (6,235) |
Net income attributable to common stockholders | $ 398,274 | $ 144,435 | $ 603,664 | $ 447,333 |
Net income per common share | ||||
Basic (in dollars per share) | $ 0.75 | $ 0.31 | $ 1.22 | $ 1.05 |
Diluted (in dollars per share) | $ 0.74 | $ 0.31 | $ 1.21 | $ 1.04 |
Weighted average number of shares of common stock outstanding | ||||
Basic (in shares) | 533,407,916 | 460,666,295 | 496,002,850 | 426,437,889 |
Diluted (in shares) | 536,180,175 | 465,771,668 | 499,982,269 | 428,366,146 |
Other comprehensive income | ||||
Net income attributable to common stockholders | $ 398,274 | $ 144,435 | $ 603,664 | $ 447,333 |
Unrealized gain (loss) on cash flow hedges | 13,007 | (7,113) | (39,180) | (54,992) |
Comprehensive income attributable to common stockholders | $ 411,281 | $ 137,322 | $ 564,484 | $ 392,341 |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) $ in Thousands | Total | Cumulative Effect, Period of Adoption, Adjustment | Total VICI Stockholders’ Equity | Total VICI Stockholders’ EquityCumulative Effect, Period of Adoption, Adjustment | Common Stock | Additional Paid-in Capital | Accumulated Other Comprehensive Loss | Retained (Deficit) Earnings | Retained (Deficit) EarningsCumulative Effect, Period of Adoption, Adjustment | Non-controlling Interest | Non-controlling InterestCumulative Effect, Period of Adoption, Adjustment |
Increase (Decrease) in Stockholders' Equity | |||||||||||
Cumulative effect of adoption of ASC 326 | $ 6,901,022 | $ 6,817,449 | $ 4,047 | $ 6,648,430 | $ (22,124) | $ 187,096 | $ 83,573 | ||||
Beginning balance at Dec. 31, 2018 | 6,901,022 | 6,817,449 | 4,047 | 6,648,430 | (22,124) | 187,096 | 83,573 | ||||
Increase (Decrease) in Stockholders' Equity | |||||||||||
Cumulative effect of adoption of ASC 326 | 7,045,888 | 6,962,269 | 4,110 | 6,777,683 | (39,315) | 219,791 | 83,619 | ||||
Net income (loss) | 152,926 | 150,849 | 150,849 | 2,077 | |||||||
Issuance of common stock, net | 128,265 | 128,265 | 62 | 128,203 | |||||||
Distributions to non-controlling interest | (2,031) | (2,031) | |||||||||
Dividends declared | (118,154) | (118,154) | (118,154) | ||||||||
Stock-based compensation, net of forfeitures | 1,051 | 1,051 | 1 | 1,050 | |||||||
Unrealized gain (loss) on cash flow hedges | (17,191) | (17,191) | (17,191) | ||||||||
Ending balance at Mar. 31, 2019 | 7,045,888 | 6,962,269 | 4,110 | 6,777,683 | (39,315) | 219,791 | 83,619 | ||||
Beginning balance at Dec. 31, 2018 | 6,901,022 | 6,817,449 | 4,047 | 6,648,430 | (22,124) | 187,096 | 83,573 | ||||
Increase (Decrease) in Stockholders' Equity | |||||||||||
Cumulative effect of adoption of ASC 326 | 8,074,069 | 7,990,314 | 4,610 | 7,816,233 | (77,116) | 246,587 | 83,755 | ||||
Net income (loss) | 453,568 | ||||||||||
Unrealized gain (loss) on cash flow hedges | (54,992) | ||||||||||
Ending balance at Sep. 30, 2019 | 8,074,069 | 7,990,314 | 4,610 | 7,816,233 | (77,116) | 246,587 | 83,755 | ||||
Beginning balance at Dec. 31, 2018 | 6,901,022 | 6,817,449 | 4,047 | 6,648,430 | (22,124) | 187,096 | 83,573 | ||||
Increase (Decrease) in Stockholders' Equity | |||||||||||
Cumulative effect of adoption of ASC 326 | 8,048,989 | $ (309,362) | 7,965,183 | $ (307,114) | 4,610 | 7,817,582 | (65,078) | 208,069 | $ (307,114) | 83,806 | $ (2,248) |
Ending balance at Dec. 31, 2019 | $ 8,048,989 | (309,362) | 7,965,183 | (307,114) | 4,610 | 7,817,582 | (65,078) | 208,069 | (307,114) | 83,806 | (2,248) |
Increase (Decrease) in Stockholders' Equity | |||||||||||
Accounting Standards Update | us-gaap:AccountingStandardsUpdate201613Member | ||||||||||
Cumulative effect of adoption of ASC 326 | $ 7,045,888 | 6,962,269 | 4,110 | 6,777,683 | (39,315) | 219,791 | 83,619 | ||||
Beginning balance at Mar. 31, 2019 | 7,045,888 | 6,962,269 | 4,110 | 6,777,683 | (39,315) | 219,791 | 83,619 | ||||
Increase (Decrease) in Stockholders' Equity | |||||||||||
Cumulative effect of adoption of ASC 326 | 8,072,423 | 7,988,737 | 4,610 | 7,814,829 | (70,003) | 239,301 | 83,686 | ||||
Net income (loss) | 154,127 | 152,049 | 152,049 | 2,078 | |||||||
Issuance of common stock, net | 1,036,280 | 1,036,280 | 500 | 1,035,780 | |||||||
Distributions to non-controlling interest | (2,011) | (2,011) | |||||||||
Dividends declared | (132,539) | (132,539) | (132,539) | ||||||||
Stock-based compensation, net of forfeitures | 1,366 | 1,366 | 1,366 | ||||||||
Unrealized gain (loss) on cash flow hedges | (30,688) | (30,688) | (30,688) | ||||||||
Ending balance at Jun. 30, 2019 | 8,072,423 | 7,988,737 | 4,610 | 7,814,829 | (70,003) | 239,301 | 83,686 | ||||
Increase (Decrease) in Stockholders' Equity | |||||||||||
Cumulative effect of adoption of ASC 326 | 8,072,423 | 7,988,737 | 4,610 | 7,814,829 | (70,003) | 239,301 | 83,686 | ||||
Cumulative effect of adoption of ASC 326 | 8,074,069 | 7,990,314 | 4,610 | 7,816,233 | (77,116) | 246,587 | 83,755 | ||||
Net income (loss) | 146,515 | 144,435 | 144,435 | 2,080 | |||||||
Distributions to non-controlling interest | (2,011) | 0 | 0 | (2,011) | |||||||
Dividends declared | (137,149) | (137,149) | (137,149) | ||||||||
Stock-based compensation, net of forfeitures | 1,404 | 1,404 | 0 | 1,404 | |||||||
Unrealized gain (loss) on cash flow hedges | (7,113) | (7,113) | (7,113) | ||||||||
Ending balance at Sep. 30, 2019 | 8,074,069 | 7,990,314 | 4,610 | 7,816,233 | (77,116) | 246,587 | 83,755 | ||||
Increase (Decrease) in Stockholders' Equity | |||||||||||
Cumulative effect of adoption of ASC 326 | 8,074,069 | 7,990,314 | 4,610 | 7,816,233 | (77,116) | 246,587 | 83,755 | ||||
Cumulative effect of adoption of ASC 326 | 8,048,989 | (309,362) | 7,965,183 | (307,114) | 4,610 | 7,817,582 | (65,078) | 208,069 | (307,114) | 83,806 | (2,248) |
Beginning balance at Dec. 31, 2019 | 8,048,989 | (309,362) | 7,965,183 | (307,114) | 4,610 | 7,817,582 | (65,078) | 208,069 | (307,114) | 83,806 | (2,248) |
Increase (Decrease) in Stockholders' Equity | |||||||||||
Cumulative effect of adoption of ASC 326 | 7,724,031 | (309,362) | 7,642,568 | (307,114) | 4,686 | 8,018,568 | (118,216) | (262,470) | (307,114) | 81,463 | (2,248) |
Net income (loss) | (22,065) | (24,012) | (24,012) | 1,947 | |||||||
Issuance of common stock, net | 199,877 | 199,877 | 75 | 199,802 | |||||||
Distributions to non-controlling interest | (2,042) | (2,042) | |||||||||
Dividends declared | (139,413) | (139,413) | (139,413) | ||||||||
Stock-based compensation, net of forfeitures | 1,185 | 1,185 | 1 | 1,184 | |||||||
Unrealized gain (loss) on cash flow hedges | (53,138) | (53,138) | (53,138) | ||||||||
Ending balance at Mar. 31, 2020 | 7,724,031 | 7,642,568 | 4,686 | 8,018,568 | (118,216) | (262,470) | 81,463 | ||||
Beginning balance at Dec. 31, 2019 | 8,048,989 | (309,362) | 7,965,183 | (307,114) | 4,610 | 7,817,582 | (65,078) | 208,069 | (307,114) | 83,806 | (2,248) |
Increase (Decrease) in Stockholders' Equity | |||||||||||
Cumulative effect of adoption of ASC 326 | 8,048,989 | $ (309,362) | 9,291,973 | $ (307,114) | 5,367 | 9,361,526 | (104,258) | 29,338 | $ (307,114) | 77,566 | $ (2,248) |
Net income (loss) | 605,796 | ||||||||||
Unrealized gain (loss) on cash flow hedges | (39,180) | ||||||||||
Ending balance at Sep. 30, 2020 | 9,369,539 | 9,291,973 | 5,367 | 9,361,526 | (104,258) | 29,338 | 77,566 | ||||
Increase (Decrease) in Stockholders' Equity | |||||||||||
Cumulative effect of adoption of ASC 326 | 7,724,031 | 7,642,568 | 4,686 | 8,018,568 | (118,216) | (262,470) | 81,463 | ||||
Beginning balance at Mar. 31, 2020 | 7,724,031 | 7,642,568 | 4,686 | 8,018,568 | (118,216) | (262,470) | 81,463 | ||||
Increase (Decrease) in Stockholders' Equity | |||||||||||
Cumulative effect of adoption of ASC 326 | 9,074,411 | 8,992,748 | 5,337 | 9,296,511 | (117,265) | (191,835) | 81,663 | ||||
Net income (loss) | 231,643 | 229,402 | 229,402 | 2,241 | |||||||
Issuance of common stock, net | 1,276,624 | 1,276,624 | 650 | 1,275,974 | |||||||
Distributions to non-controlling interest | (2,041) | (2,041) | |||||||||
Dividends declared | (158,767) | (158,767) | (158,767) | ||||||||
Stock-based compensation, net of forfeitures | 1,970 | 1,970 | 1 | 1,969 | |||||||
Unrealized gain (loss) on cash flow hedges | 951 | 951 | 951 | ||||||||
Ending balance at Jun. 30, 2020 | 9,074,411 | 8,992,748 | 5,337 | 9,296,511 | (117,265) | (191,835) | 81,663 | ||||
Increase (Decrease) in Stockholders' Equity | |||||||||||
Cumulative effect of adoption of ASC 326 | 9,074,411 | 8,992,748 | 5,337 | 9,296,511 | (117,265) | (191,835) | 81,663 | ||||
Cumulative effect of adoption of ASC 326 | 9,074,411 | 9,291,973 | 5,367 | 9,361,526 | (104,258) | 29,338 | 77,566 | ||||
Net income (loss) | 396,218 | 398,274 | 398,274 | (2,056) | |||||||
Issuance of common stock, net | 63,032 | 63,032 | 30 | 63,002 | |||||||
Distributions to non-controlling interest | (2,041) | (2,041) | |||||||||
Dividends declared | (177,101) | (177,101) | (177,101) | ||||||||
Stock-based compensation, net of forfeitures | 2,013 | 2,013 | 2,013 | ||||||||
Unrealized gain (loss) on cash flow hedges | 13,007 | 13,007 | 13,007 | ||||||||
Ending balance at Sep. 30, 2020 | 9,369,539 | 9,291,973 | 5,367 | 9,361,526 | (104,258) | 29,338 | 77,566 | ||||
Increase (Decrease) in Stockholders' Equity | |||||||||||
Cumulative effect of adoption of ASC 326 | $ 9,369,539 | $ 9,291,973 | $ 5,367 | $ 9,361,526 | $ (104,258) | $ 29,338 | $ 77,566 |
CONSOLIDATED STATEMENTS OF ST_2
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (Parenthetical) - $ / shares | 3 Months Ended | 12 Months Ended | ||||
Sep. 30, 2020 | Jun. 30, 2020 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2019 | |
Statement of Stockholders' Equity [Abstract] | ||||||
Dividends declared per common share (in dollars per share) | $ 0.3300 | $ 0.2975 | $ 0.2975 | $ 0.2875 | $ 0.2875 | $ 0.2975 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Cash flows from operating activities | ||
Net income (loss) | $ 605,796 | $ 453,568 |
Adjustments to reconcile net income to cash flows provided by operating activities: | ||
Non-cash leasing and financing adjustments | (13,322) | (2,295) |
Stock-based compensation | 5,375 | 3,821 |
Depreciation | 2,990 | 2,948 |
Amortization of debt issuance costs and original issue discount | 15,504 | 18,180 |
Change in allowance for credit losses | 261,080 | 0 |
Loss on extinguishment of debt | 39,059 | 0 |
Gain upon lease modification | (333,352) | 0 |
Change in operating assets and liabilities: | ||
Other assets | 841 | (5,952) |
Accrued interest | 26,953 | 9,761 |
Deferred revenue | (70,031) | (43,355) |
Other liabilities | (1,372) | 523 |
Net cash provided by operating activities | 539,521 | 437,199 |
Cash flows from investing activities | ||
Investments in leases - sales-type and direct financing | (1,407,260) | (1,530,578) |
Investments in leases - financing receivables | (2,682,443) | 0 |
Investments in loans | (535,406) | 0 |
Principal repayments of lease financing receivables | 1,496 | 0 |
Capitalized transaction costs | (835) | (2,004) |
Investments in short-term investments | (19,973) | (440,353) |
Maturities of short-term investments | 59,474 | 618,463 |
Proceeds from sale of real estate | 31,125 | 1,044 |
Acquisition of property and equipment | (2,527) | (2,429) |
Net cash used in investing activities | (4,556,349) | (1,355,857) |
Cash flows from financing activities | ||
Proceeds from offering of common stock, net | 1,539,748 | 1,164,360 |
Proceeds from February 2020 Senior Unsecured Notes | 2,500,000 | 0 |
Redemption of Second Lien Notes | (537,538) | 0 |
CPLV CMBS Debt prepayment penalty reimbursement receivable | 55,401 | 0 |
Repurchase of stock for tax withholding | (206) | 0 |
Debt issuance costs | (57,789) | (7,727) |
Distributions to non-controlling interest | (5,444) | (6,053) |
Dividends paid | (435,180) | (366,859) |
Net cash provided by financing activities | 3,058,992 | 783,721 |
Net increase in cash, cash equivalents and restricted cash | (957,836) | (134,937) |
Cash, cash equivalents and restricted cash, beginning of period | 1,101,893 | 598,447 |
Cash, cash equivalents and restricted cash, end of period | 144,057 | 463,510 |
Supplemental cash flow information: | ||
Cash paid for interest | 188,728 | 148,992 |
Cash paid for income taxes | 561 | 2,100 |
Supplemental non-cash investing and financing activity: | ||
Dividends declared, not paid | 177,101 | 137,149 |
Lease liabilities arising from obtaining right-of-use assets | 282,054 | 19,821 |
Transfer of Investments in leases - operating to Investments in leases - sales-type and direct financing due to modification of the Caesars Lease Agreements in connection with the Eldorado Transaction | 1,086,658 | 0 |
Transfer of Investments in leases - operating to Land due to modification of the Caesars Lease Agreements in connection with the Eldorado Transaction | 63,479 | 0 |
Increase in Investments in leases - sales-type and direct financing due to Gain upon lease modification in connection with the Eldorado Transaction | 333,352 | 0 |
Non-cash change in Investments in leases - financing receivables | 3,362 | 0 |
Deferred transaction costs payable | 530 | 5,982 |
Debt issuance costs payable | $ 0 | $ 28,923 |
Business and Organization
Business and Organization | 9 Months Ended |
Sep. 30, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Business and Organization | Business and Organization Business 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. As of September 30, 2020, our national, geographically diverse portfolio consisted of 29 market-leading properties (reflecting the acquisitions and dispositions described herein, as well as the removal of Tunica Roadhouse, which has permanently closed), including Caesars Palace Las Vegas and Harrah’s Las Vegas. Our properties are leased to, and our tenants are, subsidiaries of Caesars, Penn National, Hard Rock, Century Casinos and JACK Entertainment. We also own and operate four championship golf courses located near certain of our properties. We conduct our operations as a real estate investment trust (“REIT”) for U.S. federal income tax purposes. As such, we generally will not be subject to U.S. federal income taxes on our taxable income to the extent that we annually distribute all of our net taxable income to stockholders and maintain our qualification as a REIT. We conduct our real property business through our Operating Partnership and our golf course business through a taxable REIT subsidiary (a “TRS”), VICI Golf. Impact of the COVID-19 Pandemic on our Business On March 11, 2020, the World Health Organization declared the outbreak of a novel strain of coronavirus (“COVID-19”) a pandemic, and on March 13, 2020, the United States declared a national emergency. Among the broader public health, societal and global impact, the COVID-19 pandemic resulted in state governments and/or regulatory authorities issuing various directives, mandates, orders or similar actions, resulting in the temporary closure of our tenants’ operations at all of our properties. Our golf course business has also been impacted, with all four courses temporarily ceasing operations in March 2020 as a result of the COVID-19 pandemic, although our golf courses were subsequently reopened in early to mid-May 2020 in compliance with applicable regulations and restrictions. As of September 30, 2020, the operations of all of our properties have reopened, subject to operating limitations set forth by the state and local governments and/or regulatory authorities. While all of our tenants’ facilities at our properties have reopened, they have reopened at reduced capacity and subject to additional operating restrictions, and we cannot predict how long they will be required to operate subject to such operating restrictions or whether they will be subject to additional restrictions or forced to reclose in the future. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2020 | |
Accounting Policies [Abstract] | |
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”). The consolidated financial statements, including the notes thereto, are unaudited and exclude some of the disclosures and information normally required in audited financial statements. We believe the disclosures made are adequate to prevent the information presented from being misleading. However, the accompanying unaudited consolidated financial statements and related notes should be read in conjunction with the audited financial statements and notes thereto included in our most recent Annual Report on Form 10-K and as updated from time to time in our other filings with the SEC. All adjustments (consisting of normal recurring accruals) considered necessary for a fair statement of results for the interim period have been included. 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. Operating results for the three and nine months ended September 30, 2020 are not necessarily indicative of the results that may be expected for the year ending December 31, 2020. 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. 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. We did not have any restricted cash as of September 30, 2020, following the release of funds held in escrow from the February 2020 Senior Unsecured Notes offering, which were used to consummate the Eldorado Transaction on July 20, 2020. As of September 30, 2019, restricted cash was primarily comprised of funds paid by us into a restricted lender 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) September 30, 2020 September 30, 2019 Cash and cash equivalents $ 144,057 $ 431,423 Restricted cash — 32,087 Total cash, cash equivalents and restricted cash shown in the Statement of Cash Flows $ 144,057 $ 463,510 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 180 days and are accounted for as available for sale securities. The related income is recognized as interest income in our Statement of Operations. We had $20.0 million and $59.5 million of short-term investments as of September 30, 2020 and December 31, 2019, respectively. Investments in Leases - Sales-type and Direct Financing, Net We account for our investments in leases under ASC 842 “Leases” (“ASC 842”). Upon lease inception or lease modification, we assess lease classification to determine whether the lease should be classified as a direct financing, sales-type or operating lease. As required by ASC 842, we separately assess the land and building components of the property to determine the classification of each component. If the lease component is determined to be a direct financing or sales-type lease, we record a net investment in the lease, which is equal to the sum of the lease receivable and the unguaranteed residual asset, discounted at the rate implicit in the lease. Any difference between the fair value of the asset and the net investment in the lease is considered selling profit or loss and is either recognized upon execution of the lease or deferred and recognized over the life of the lease, depending on the classification of the lease. Since we purchase properties and simultaneously enter into new leases directly with the tenants, the net investment in the lease is generally equal to the purchase price of the asset, and, due to the long term nature of our leases, the land and building components of an investment generally have the same lease classification. Upon adoption of ASC 842 on January 1, 2019, we made an accounting policy election to use a package of practical expedients that, among other things, allow us to not reassess prior lease classifications or initial direct costs for leases that existed as of the balance sheet date. As such, we did not reassess the classification of our Caesars Lease Agreements, as these leases existed prior to our adoption of ASC 842. Prior to the consummation of the Eldorado Transaction, the Caesars Lease Agreements continued to be accounted for as direct financing leases and were included within Investments in leases - sales-type and direct financing, net on the Balance Sheet, with the exception of the land component of Caesars Palace Las Vegas, which was determined to be an operating lease and was included in Investments in leases - operating on the Balance Sheet. The income recognition for our direct financing leases recognized under ASC 840 “Leases” (“ASC 840”) was consistent with the income recognition for our sales-type lease under ASC 842. Upon the consummation of the Eldorado Transaction on July 20, 2020, we modified the CPLV Lease Agreement, HLV Lease Agreement, Non-CPLV Lease Agreement and Joliet Lease Agreement, which included amending certain of the lease terms, and combining the CPLV Lease Agreement and HLV Lease Agreement into the Las Vegas Master Lease Agreement and replacing the Non-CPLV Lease Agreement with the Regional Master Lease Agreement. Upon modification, we reassessed the lease classification of the Las Vegas Master Lease Agreement, Regional Master Lease Agreement and Joliet Lease Agreement and determined the leases meet the definition of a sales-type lease, including the land component of Caesars Palace Las Vegas. Accordingly, we reclassified the land component of Caesars Palace Las Vegas from Investments in leases - operating to Investments in leases - sales-type and direct financing. Further, as a result of the reclassifications of the Caesars Lease Agreements from direct financing and operating leases to sales-type leases we recorded the investments at their estimated fair values as of the modification date and recognized a net gain equal to the difference in fair value of the assets and their carrying values immediately prior to the modification. Such gain is recognized in our Statement of Operations as Gain upon lease modification. Subsequent to the consummation of the Eldorado Transaction, we no longer have any leases classified as operating or direct financing and, as such, there is no longer any income recorded through Investments in leases - operating. Refer to Note 4 - Property Transactions for further discussion surrounding the lease modifications. We have determined that the land and building components of the Margaritaville Lease Agreement, the Greektown Lease Agreement, the Hard Rock Cincinnati Lease Agreement and the Century Portfolio Lease Agreement meet the definition of a sales-type lease under ASC 842. Investments in Leases - Financing Receivables, Net In accordance with ASC 842, for transactions in which we enter into a contract to acquire an asset and lease it back to the seller under a sales-type lease (i.e., a sale leaseback transaction), control of the asset is not considered to have transferred to us. As a result, we do not recognize the underlying asset but instead recognize a financial asset in accordance with ASC 310 “Receivables” (“ASC 310”). The accounting for the financing receivable under ASC 310 is materially consistent with the accounting for our investments in leases - sales-type under ASC 842. We determined that the land and building components of the JACK Cleveland/Thistledown Lease Agreement meet the definition of a sales-type lease and, since we purchased and leased the assets back to the seller under a sale leaseback transaction, control is not considered to have transferred to us under GAAP. Accordingly, the JACK Cleveland/Thistledown Lease Agreement is accounted for as Investments in leases - financing receivables on our Balance Sheet, net of allowance for credit losses, in accordance with ASC 310. Upon the consummation of the Eldor ado Transaction on July 20, 2020, and reassessment of the classification of the Caesars Lease Agreements, as described above, we determined that the MTA Properties Acquisitions (as defined in Note 4 - Property Transactions ) meet the definition of a separate contract under ASC 842. In accordance with this guidance, we are required to separately assess the lease classification apart from the other assets in the Regional Master Lease Agreement. We determined that the land and building components of the MTA Properties (as defined in Note 4 - Property Transactions ) meet the definition of a sales-type lease and, since we purchased and leased the assets back to Caesars, control is not considered to have transferred to us under GAAP. Accordingly, the MTA Properties are accounted for as Investments in leases - financing receivables on our Balance Sheet, net of allowance for credit losses, in accordance with ASC 310. Lease Term We assess the noncancelable lease term under ASC 842, which includes any reasonably assured renewal periods. All of our Lease Agreements provide for an initial term, with multiple tenant renewal options. We have individually assessed all of our Lease Agreements and concluded that the lease term includes all of the periods covered by extension options as it is reasonably certain our tenants will renew the Lease Agreements. We believe our tenants are economically compelled to renew the Lease Agreements due to the importance of our real estate to the operation of their business, the significant capital they have invested in our properties and the lack of suitable replacement assets. Investments in Loans, net Investments in loans are held-for-investment and are carried at historical cost, net of unamortized loan origination costs and fees and allowances for credit losses. Income is recognized on an effective interest basis at a constant rate of return over the life of the related loan. Income from Leases and Lease Financing Receivables We recognize the related income from our direct financing leases, sales-type leases and lease financing receivables 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, sales-type leases and lease financing receivables will not equal income from our Lease Agreements. Rather, a portion of the cash rent we receive is recorded as Income from sales-type and direct financing leases or Income from lease financing receivables and loans, as applicable, in our Statement of Operations and a portion is recorded as a change to Investments in leases - sales-type and direct financing, net or Investments in leases - financing receivables, net, as applicable. Under ASC 840, we determined that the land component of Caesars Palace Las Vegas was greater than 25% of the overall fair value of the combined land and building components. At lease inception, the land was determined to be an operating lease and we recorded the related income 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, was determined by applying the lessee’s incremental borrowing rate to the value of the land. Revenue from this lease was recorded as Income from operating leases in our Statement of Operations. Upon the consummation of the Eldorado Transaction on July 20, 2020, the land component of Caesars Palace Las Vegas was reassessed for lease classification and determined to be a sales-type lease. Accordingly, subsequent to July 20, 2020, the income is recognized as Income from sales-type leases. Initial direct costs incurred in connection with entering into investments classified as direct financing or sales-type leases are included in the balance of the net investment in lease. Such amounts will be recognized as a reduction to Income from investments in leases over the life of the lease using the effective interest method. Costs that would have been incurred regardless of whether the lease was signed, such as legal fees and certain other third-party fees, are expensed as incurred to Transaction and acquisition expenses in our Statement of Operations. In connection with the reassessment of the lease classification and mark to fair value of the Caesars Lease Agreements, any initial direct costs capitalized prior to the Eldorado Transaction were written off as part of the gain upon lease modification. Loan origination fees and costs incurred in connection with entering into investments classified as lease financing receivables are included in the balance of the net investment and such amounts will be recognized as a reduction to Income from investments in loans and lease financing receivables over the life of the lease using the effective interest method. Allowance for Credit Losses On January 1, 2020, we adopted ASC 326 “Credit Losses” (“ASC 326”), which requires that we measure and record current expected credit losses (“CECL”) for the majority of our investments, the scope of which includes our Investments in leases - sales-type and direct financing, Investments in leases - financing receivables and Investments in loans. We have elected to use a discounted cash flow model to estimate the Allowance for credit losses, or CECL allowance. This model requires us to develop cash flows which project estimated credit losses over the life of the lease or loan and discount these cash flows at the asset’s effective interest rate. We then record a CECL allowance equal to the difference between the amortized cost basis of the asset and the present value of the expected cash flows. Expected losses within our cash flows are determined by estimating the probability of default (“PD”) and loss given default (“LGD”) of our tenants and their parent guarantors over the life of each individual lease or financial asset. We have engaged a nationally recognized data analytics firm to assist us with estimating both the PD and LGD of our tenants and their parent guarantors. The PD and LGD are estimated during a reasonable and supportable period for which we believe we are able to estimate future economic conditions (the “R&S Period”) and a long-term period for which we revert to long-term historical averages (the “Long-term Period”). The PD and LGD estimates for the R&S Period are developed using the current financial condition of the tenant and applied to a projection of economic conditions over a two-year term. The PD and LGD for the Long-term Period are estimated using the average historical default rates and historical loss rates, respectively, of public companies over the past 35 years that have similar credit profiles or characteristics to our tenants and their parent guarantors. We were unable to use our historical data to estimate losses as we have no loss history to date. The CECL allowance is recorded as a reduction to our net Investments in leases - direct financing and sales type, Investments in leases - financing receivables and Investments in loans on our Balance Sheet. We are required to update our CECL allowance on a quarterly basis with the resulting change being recorded in the Statement of Operations for the relevant period. Finally, each time we make a new investment in an asset subject to ASC 326, we are required to record an initial CECL allowance for such asset, which will result in a non-cash charge to the Statement of Operations for the relevant period. We are required to estimate a CECL allowance related to contractual commitments to extend credit, such as future funding commitments under a revolving credit facility. The CECL allowance related to these future commitments is recorded as a component of Other liabilities on our Balance Sheet. Charge-offs are deducted from the allowance in the period in which they are deemed uncollectible. Recoveries previously written off are recorded when received. There were no charge-offs or recoveries for the three and nine months ended September 30, 2020. Refer to Note 6 - Allowance for Credit Losses for further information. Impairment We assess our investments in land and property and equipment used in operations for impairment under ASC 360 “Property, Plant and Equipment” (“ASC 360”) 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. Other income and Other expenses Other income primarily represents sub-lease income related to certain ground and use leases, the cost of which is passed to our tenants through the Lease Agreements, which require the tenants to pay all costs associated with such ground and use leases and provides for their direct payment to the landlord. This income and the related expense are recorded on a gross basis in our Statement of Operations as required under GAAP as we are the primary obligor under the ground and use leases. We previously recorded the sub-lease income as a component of General and administrative expenses on a net basis with the sub-lease expense. Beginning with the three months ended March 31, 2020, we re-classified these amounts to be presented gross in Other income with an offsetting amount in Other expenses within the Statement of Operations. For the three and nine months ended September 30, 2019, such amounts, included net in General and administrative expenses, were $0.8 million and $2.1 million, respectively. 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 10 - 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 loss 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. Concentrations of Credit Risk Pre-Merger Caesars was the guarantor of all the lease payment obligations of the tenants under the respective leases of the properties that it leases from us, with the exception of Harrah’s Las Vegas, which was guaranteed by a subsidiary of Pre-Merger Caesars. In connection with the consummation of the Eldorado Transaction, Caesars replaced Pre-Merger Caesars as guarantor of all of the Caesars Lease Agreements. Revenue from the Caesars Lease Agreements represented 85% and 83% of our lease revenues for the three and nine months ended September 30, 2020, respectively, and 93% and 95% of our lease revenues for the three and nine months ended September 30, 2019, respectively. Additionally, our properties on the Las Vegas Strip generated approximately 31% and 27% of our lease revenue for the three and nine months ended September 30, 2020, respectively, and 33% and 34% of our lease revenue for the three and nine months ended September 30, 2019, respectively. Other than having a single tenant from which we derive and will continue to derive a substantial portion of our revenue and our concentration in the Las Vegas market, we do not believe there are any other significant concentrations of credit risk. |
Recently Issued Accounting Pron
Recently Issued Accounting Pronouncements | 9 Months Ended |
Sep. 30, 2020 | |
Accounting Changes and Error Corrections [Abstract] | |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements Accounting Pronouncements Recently Adopted Accounting Standard Update (“ASU”) No. 2016-13 - Financial Instruments-Credit Losses (Topic 326) - June 2016 (as amended through February 2020) : This amended guidance changes how entities measure credit losses for most financial assets and certain other instruments, including sales-type and 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 credit losses. As a result of the guidance, we are required to estimate and record non-cash credit losses related to our Investments in leases - sales-type and direct financing, Investments in lease - financing receivables and loans and expand our credit quality disclosures. The new standard did not materially impact any of our other financial assets or instruments that we currently have on our Balance Sheet. We adopted the guidance on January 1, 2020 using the modified retrospective approach method of adoption. Under this method we recorded a cumulative-effect adjustment to our opening Balance Sheet as a reduction in our Investments in leases - sales-type and direct financing and a corresponding charge to retained (deficit) earnings. Such amount was determined by applying our methodology for estimating allowances for credit losses to our existing Investments in leases - sales-type and direct financing as of January 1, 2020, which resulted in a $309.4 million cumulative adjustment, representing a 2.88% credit allowance upon adoption. Periods prior to the adoption date that are presented for comparative purposes are not adjusted. Each time we enter into a new direct financing or sales-type lease, lease financing receivable or loan, we will be required to estimate a credit allowance which will result in a non-cash charge to the Statement of Operations and a corresponding reduction in our net investment in the asset. Finally, each reporting period we are required to update the estimated allowance for any estimated changes in the credit loss, with the resulting change being recorded on the Statement of Operations and a corresponding change in our net investment in the asset. Refer to Note 6 - Allowance for Credit Los ses for further information. Accounting Pronouncements Not Yet Adopted ASU No. 2020-04 - Reference Rate Reform (Topic 848) - March 2020 : |
Property Transactions
Property Transactions | 9 Months Ended |
Sep. 30, 2020 | |
Business Combinations [Abstract] | |
Property Transactions | Property Transactions 2020 Transactions Our significant activities in 2020, in reverse chronological order, are as follows: Sale of Harrah’s Reno On September 30, 2020, we and Caesars closed on the previously announced transaction to sell Harrah’s Reno to a third party at a purchase price of $41.5 million. Pursuant to the agreement, we received $31.1 million of the proceeds of the sale and Caesars received $10.4 million of the proceeds. We did not recognize any gain or loss on the sale of Harrah’s Reno as the asset was sold at its carrying amount. The annual rent payments under the Regional Master Lease Agreement remain unchanged following completion of the disposition. Caesars Forum Convention Center Mortgage Loan On September 18, 2020, in accordance with a non-binding letter of intent (the “LOI”) entered into on June 15, 2020, we entered into a mortgage loan agreement with a subsidiary of Caesars (the “Forum Convention Center Borrower”) pursuant to which we loaned $400.0 million to the Forum Convention Center Borrower for a term of five years, with such loan secured by, among other things, a first priority fee mortgage on the Caesars Forum Convention Center (the “Forum Convention Center Mortgage Loan”). The interest rate on the Forum Convention Center Mortgage Loan is initially 7.7% per annum, with annual interest payments subject to 2.0% annual escalation (resulting in year two annual interest of $31.4 million based on a year two interest rate of 7.854%), with interest paid monthly in cash in arrears. Except as provided below, no prepayments are permitted during the first two years of the term of the Forum Convention Center Mortgage Loan. During the third and fourth years of the term of the Forum Convention Center Mortgage Loan, the Forum Convention Center Borrower may prepay the Forum Convention Center Mortgage Loan, in each case in full but not in part, at 102% of par in year three and 101% of par in year four. During the fifth year of the term of the Forum Convention Center Mortgage Loan, the Forum Convention Center Borrower may prepay the Forum Convention Center Mortgage Loan in full but not in part at par. However, the Forum Convention Center Mortgage Loan may be prepaid at any time at par, without penalty or make-whole, in connection with our acquisition of the Caesars Forum Convention Center and an OpCo sale and conversion to an OpCo/PropCo structure, subject to our consent, which may be withheld in our sole discretion. The Forum Convention Center Mortgage Loan is secured by a first priority mortgage on the Caesars Forum Convention Center, as well as a first priority lien on the equity interests in the Forum Convention Center Borrower, a first priority security interest in all of the Forum Convention Center Borrower’s interest in furniture, fixtures and equipment used, owned or related to the operation of the Caesars Forum Convention Center, and a first priority assignment of the Forum Convention Center Borrower’s interest in leases and rents, including a collateral assignment of the Forum Convention Center Borrower’s interest in the lease on the Caesars Forum Convention Center pursuant to which the Forum Convention Center Borrower leases the Caesars Forum Convention Center to another subsidiary of Caesars (the “Caesars Tenant”), which lease is fully subordinate to the Forum Convention Center Mortgage Loan. In addition, if the Forum Convention Center Borrower defaults on the Forum Convention Center Mortgage Loan and we take title to the Caesars Forum Convention Center, we may, at our option under certain circumstances, keep the lease with the Caesars Tenant in effect (which lease is guaranteed by Caesars and has an initial annual rent of $33.9 million, subject to annual increases equal to the greater of 2% and the annual consumer price index increase). In addition, in connection with the consummation of the Forum Convention Center Mortgage Loan, we and Caesars waived the conditionality of the consummation of such loan transaction on the consummation of the potential acquisition of approximately 23 acres of land in the vicinity of, or adjacent to, The LINQ Hotel & Casino, Bally’s Las Vegas, Paris Las Vegas and Planet Hollywood gaming facilities (the “Las Vegas Land”) as initially contemplated by the LOI. While the parties may evaluate the potential transaction involving the Las Vegas Land in the future, the parties are not actively pursuing consummation of the transaction at this time and we are under no obligation to purchase the Las Vegas Land, and, as such, there can be no assurances that the Las Vegas Land acquisition will close on the contemplated terms or at all. Amended and Restated Convention Center Put-Call Agreement On September 18, 2020, concurrent with the entry into the Forum Convention Center Mortgage Loan and in accordance with the LOI, we and a subsidiary of Caesars amended and restated the Amended and Restated Put-Call Right Agreement entered into on July 20, 2020 in connection with the consummation of the Eldorado Transaction (as further amended, the “A&R Convention Center Put-Call Agreement”) related to the Caesars Forum Convention Center. The A&R Convention Center Put-Call Agreement provides for (i) 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 (the “Convention Center Call Right”), at a price equal to 13.0x the initial annual rent for Caesars Forum Convention Center as proposed by Caesars (which shall be between $25.0 million and $35.0 million), exercisable by us from September 18, 2025 (the scheduled maturity date of the Forum Convention Center Mortgage Loan) until December 31, 2026, (ii) 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 “Convention Center Put Right”) at a price equal to 13.0x the initial annual rent for the Caesars Forum Convention Center as proposed by Caesars (which shall be between $25.0 million and $35.0 million), exercisable by Caesars between January 1, 2024 and December 31, 2024, and (iii) if there is an event of default under the Forum Convention Center Mortgage Loan, the Convention Center Put Right will not be exercisable and we, at our option, may accelerate the Convention Center Call Right so that it is exercisable from the date of such event of default until December 31, 2026 (in addition to any other remedies available to us in connection with such event of default). The A&R Convention Center Put-Call Agreement also provides for, if Caesars exercises the Convention Center 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 A&R Convention Center Put-Call Agreement, a repurchase right in favor of Caesars, which, if exercised, would result in the sale of the Harrah’s Las Vegas property by us to Caesars (the “HLV Repurchase Right”), exercisable by Caesars during a one-year period commencing on the date upon which the closing under the Convention Center Put Right transaction does not occur and ending on the day immediately preceding the one-year anniversary thereof for a price equal to 13.0x the rent of the Harrah’s Las Vegas property for the most recently ended annual period for which Caesars’ financial statements are available as of Caesars’ election to exercise the HLV Repurchase Right. Sale of Louisiana Downs On September 3, 2020, we and Caesars entered into definitive agreements to sell Harrah’s Louisiana Downs Casino for $22.0 million to Rubico Acquisition Corp. We are entitled to receive $5.5 million of the proceeds from the sale and Caesars is entitled to $16.5 million of the proceeds. The annual rent payments under the Regional Master Lease Agreement will remain unchanged following completion of the disposition, which we anticipate will close by early 2021 and remains subject to regulatory approval and customary closing conditions. Chelsea Piers Mortgage Loan On August 31, 2020, we entered into an $80.0 million mortgage loan agreement (the “Chelsea Piers Mortgage Loan”) with Chelsea Piers New York (“Chelsea Piers”) secured by the Chelsea Piers complex in New York City, pursuant to which we provided (i) an initial term loan of $65.0 million and (ii) a $15.0 million delayed draw term loan at the borrowers’ election (which remained undrawn as of September 30, 2020), subject to certain conditions. The Chelsea Piers Mortgage Loan bears interest at a rate of 7.0% per annum, with a term of 7 years. Consummation of the Eldorado Transaction On July 20, 2020, concurrent with the consummation of the Eldorado/Caesars Merger, we consummated the Eldorado Transaction contemplated by the MTA and the MTA Property Purchase Agreements (as defined below). We funded the Eldorado Transaction with a combination of cash on hand, the proceeds from the physical settlement of the June 2019 Forward Sale Agreements on June 2, 2020, as described in Note 12 - Stockholders’ Equity , and the proceeds from our February 2020 Senior Unsecured Notes offering previously held in escrow. Any references to Caesars in the subsequent transaction discussion refer to the combined Eldorado/Caesars subsequent to the consummation of the Eldorado/Caesars Merger. The closing of the Eldorado Transaction includes the consummation of the transactions contemplated by the following agreements: • Acquisition of the MTA Properties. We acquired all of the land and real estate assets associated with Harrah’s New Orleans, Harrah’s Laughlin and Harrah’s Atlantic City (collectively, the “MTA Properties”) for an aggregate purchase price of $1,823.5 million (the “MTA Properties Acquisitions”). The Regional Master Lease Agreement was amended to, among other things, include each such property, with initial aggregate total annual rent payable to us increased by $154.0 million to $621.7 million, and to extend the initial term to July 2035 and to adjust certain minimum capital expenditure requirements and other related terms and conditions as a result of the MTA Properties being included in the Regional Master Lease Agreement as further described in “—Lease Amendments and Terminations” below. We completed the MTA Properties Acquisitions pursuant to the following agreements: (i) a Purchase and Sale Agreement (the “Harrah’s New Orleans Purchase Agreement”) pursuant to which we agreed to acquire, and Eldorado agreed to cause to be sold, all of the fee and leasehold interests in the land and real property improvements associated with Harrah’s New Orleans in New Orleans, Louisiana (“Harrah’s New Orleans”) for a cash purchase price of $789.5 million, (ii) a Purchase and Sale Agreement (the “Harrah’s Atlantic City Purchase Agreement”) pursuant to which we agreed to acquire, and Eldorado agreed to cause to be sold, all of the land and real property improvements associated with Harrah’s Resort Atlantic City and Harrah’s Atlantic City Waterfront Conference Center in Atlantic City, New Jersey for a cash purchase price of $599.3 million; and (iii) a Purchase and Sale Agreement (the “Harrah’s Laughlin Purchase Agreement” and, collectively with the Harrah’s New Orleans Purchase Agreement and the Harrah’s Atlantic City Purchase Agreement, the “MTA Property Purchase Agreements”) pursuant to which we agreed to acquire, and Eldorado agreed to cause to be sold, all of the equity interests in a newly formed entity that acquired the land and real property improvements associated with Harrah’s Laughlin Hotel & Casino in Laughlin, Nevada for a cash purchase price of $434.8 million. Each of our call options on the MTA Properties terminated upon the closing of the MTA Properties Acquisitions. On July 20, 2020, in connection with the completion of the purchase of Harrah’s New Orleans, the tenant’s leasehold interest in that certain Second Amended and Restated Lease Agreement (the “HNO Ground Lease”) dated as of April 3, 2020, by and among Jazz Casino Company, L.L.C., a Louisiana limited liability company (“JCC”), New Orleans Building Corporation (“NOBC”) and the City of New Orleans, was assigned by JCC to us. The HNO Ground Lease sets forth the terms and conditions pursuant to which we lease from NOBC a portion of the land upon which Harrah’s New Orleans is located. Simultaneous with entering into the assignment of the HNO Ground Lease, we subleased our interest in the HNO Ground Lease to Caesars in accordance with the terms and conditions of the Regional Master Lease Agreement. Pursuant to the Regional Master Lease Agreement, Caesars is required to perform our obligations as tenant under the HNO Ground Lease, which include the obligation to construct a new hotel intended to be located on the ground-leased premises and to expend at least $325.0 million in connection with the construction of such hotel. The HNO Ground Lease contains certain rights in our favor should Caesars fail to perform our obligations thereunder, including providing us with additional cure periods to cure defaults. If we are unable to cure a Caesars default during any such additional cure period, then, subject to certain conditions more particularly set forth in the HNO Ground Lease, we will have a further additional period (up to 12-24 months) to seek to terminate Caesars as tenant and to enter into a replacement sublease with a new operator with respect to the leased premises. If we fail to cure such default at the end of such additional cure period, NOBC would have the right to exercise remedies, including termination of the HNO Ground Lease, in which case we would no longer have any right, title or interest to the leased premises or the improvements located thereon. • Creation of Las Vegas Master Lease. In consideration of a payment by us to (i) the tenant under the CPLV Lease Agreement of $1,189.9 million (the “CPLV Lease Amendment Payment”) and (ii) the tenant under the HLV Lease Agreement of $213.8 million (the “HLV Lease Amendment Payment”), upon the consummation of the Eldorado Transaction, (a) the CPLV Lease Agreement was amended to (A) combine the CPLV Lease Agreement and the HLV Lease Agreement into a single Las Vegas Master Lease Agreement, (B) increase the annual rent payable to us thereunder associated with Caesars Palace Las Vegas by $83.5 million (the “CPLV Additional Rent Acquisition”), (C) increase the annual rent previously payable to us with respect to the Harrah’s Las Vegas property by $15.0 million (the “HLV Additional Rent Acquisition”) under the Las Vegas Master Lease Agreement and (D) to provide for the amended terms described below, and (b) the HLV Lease Agreement and the related lease guaranty were terminated. As a result of such amendments, the Harrah’s Las Vegas property is also now subject to the higher rent escalator under the Las Vegas Master Lease Agreement. • Lease Amendments and Terminations. Each of the Caesars Lease Agreements was amended to, among other things, (i) remove the rent coverage floors, which coverage floors served to reduce the rent escalators under such leases in the event that the “EBITDAR to Rent Ratio” (as defined in the applicable Caesars Lease Agreements) coverage was below the stated floor and (ii) extend the term of each such lease by such additional period of time as necessary to ensure that each lease will have a full 15-year initial lease term following the consummation of the Eldorado Transaction. The Regional Master Lease Agreement was also amended to, among other things: (a) permit the tenant under the Regional Master Lease Agreement to cause facilities subject to the Regional Master Lease Agreement that in the aggregate represent up to five percent of the aggregate EBITDAR of (A) all of the facilities under such Regional Master Lease Agreement and (B) the Harrah’s Joliet facility, for the 2018 fiscal year (defined as the “2018 EBITDAR Pool” in the Regional Master Lease Agreement, without giving effect to any increase in the 2018 EBITDAR Pool as a result of a facility being added to the Regional Master Lease Agreement) to be sold (whereby the tenant and landlord under the Regional Master Lease Agreement would sell the operations and real estate, respectively, with respect to such facility), provided, among other things, that (1) we and Caesars mutually agree to the split of proceeds from such sales, (2) such sales do not result in any impairment(s)/asset write down(s) by us, (3) rent under the Regional Master Lease Agreement remains unchanged following such sale and (4) the sale does not result in us recognizing certain taxable gain; (b) restrict the ability of the tenant thereunder to transfer and sell the operating business of Harrah’s New Orleans and Harrah’s Atlantic City to replacement tenants without our consent and remove such restrictions with respect to Horseshoe Southern Indiana (in connection with the restrictions applying to Harrah’s New Orleans) and Horseshoe Bossier City (in connection with the restrictions applying to Harrah’s Atlantic City), provided that the tenant under the Regional Master Lease Agreement may only sell such properties if certain terms and conditions are met, including that replacement tenants meet certain criteria provided in the Regional Master Lease Agreement; and (c) require that the tenant under the Regional Master Lease Agreement complete and pay for all capital improvements and other payments, costs and expenses related to the extension of the existing operating license with respect to Harrah’s New Orleans, including, without limitation, any such payments, costs and expenses required to be made to the City of New Orleans, the State of Louisiana or any other governmental body or agency. Caesars has executed new guaranties with respect to the Las Vegas Master Lease Agreement (the “Las Vegas Lease Guaranty”), the Regional Master Lease Agreement (the “Regional Lease Guaranty”) and the Joliet Lease Agreement (the “Joliet Lease Guaranty” and, together with the Las Vegas Lease Guaranty and the Regional Lease Guaranty, the “Caesars Guaranties”), guaranteeing the prompt and complete payment and performance in full of: (i) all monetary obligations of the tenants under the Caesars Lease Agreements, including all rent and other sums payable by the tenants under the Caesars Lease Agreements and any obligation to pay monetary damages in connection with any breach and to pay any indemnification obligations of the tenants under the Caesars Lease Agreements; and (ii) the performance when due of all other covenants, agreements and requirements to be performed and satisfied by the tenants under the Caesars Lease Agreements. In connection with entering into the amendments to the Caesars Lease Agreements and the Caesars Guaranties described above, we and Caesars terminated the Management and Lease Support Agreements, dated as of October 6, 2017, with respect to each of the Caesars Lease Agreements, pursuant to which, among other things, Pre-Merger Caesars previously guaranteed the tenants’ monetary obligations under the Caesars Lease Agreements and the Guaranty of Lease dated as of December 22, 2017 pursuant to which, among other things, a subsidiary of Pre-Merger Caesars guaranteed the tenant’s obligations under the HLV Lease Agreement. • Centaur Properties Put-Call Agreement . Prior to the consummation of the Eldorado Transaction, we were party to a right of first refusal agreement with affiliates of Pre-Merger Caesars with respect to two gaming facilities in Indiana - Harrah’s Hoosier Park and Indiana Grand (together, the “Centaur Properties”). Upon the consummation of the Eldorado Transaction, the Second Amended and Restated Right of First Refusal Agreement between us and Pre-Merger Caesars terminated in accordance with its terms, which included the right of first refusal that we had with respect to the Centaur Properties, and we entered into a Put-Call Right Agreement with Caesars (the “Centaur Put-Call Agreement”), whereby (i) we have the right to acquire all of the land and real estate assets associated with the Centaur Properties at a price equal to 13.0x the initial annual rent of each facility (determined as provided below), and to simultaneously lease back each such property to a subsidiary of Caesars for initial annual rent equal to the property’s trailing four quarters EBITDA at the time of acquisition divided by 1.3 (i.e., the initial annual rent will be set at 1.3x rent coverage) and (ii) Caesars will have the right to require us to acquire the Centaur Properties at a price equal to 12.5x the initial annual rent of each facility, and to simultaneously lease back each such Centaur Property to a subsidiary of Caesars for initial annual rent equal to the property’s trailing four quarters EBITDA at the time of acquisition divided by 1.3 (i.e., the initial annual rent will be set at 1.3x rent coverage). Either party will be able to trigger its respective put or call, as applicable, beginning on January 1, 2022 and ending on December 31, 2024. The Centaur Put-Call Agreement provides that the leaseback of the Centaur Properties will be implemented through the addition of the Centaur Properties to the Regional Master Lease Agreement. • Amended and Restated Caesars Forum Convention Center Put-Call Agreement. Upon the consummation of the Eldorado Transaction, we entered into an A&R Put-Call Right Agreement with Caesars amending and restating that certain put-call agreement related to the Caesars Forum Convention Center. In connection with the consummation of the Forum Convention Center Mortgage Loan on September 18, 2020, we further amended the agreement as described above in “—Amended and Restated Convention Center Put-Call Agreement”. • Las Vegas Strip Assets ROFR . Upon the consummation of the Eldorado Transaction, we entered into a right of first refusal agreement with Caesars (the “Las Vegas Strip ROFR Agreement”) pursuant to which we have the first right, with respect to the first two Las Vegas Strip assets described below that Caesars proposes to sell, whether pursuant to a sale leaseback or a WholeCo sale, to a third party, to acquire any such asset (it being understood that we will have the opportunity to find an operating company should Caesars elect to pursue a WholeCo sale). The Las Vegas Strip assets subject to the Las Vegas Strip ROFR Agreement are the land and real estate assets associated (i) with respect to the first such asset subject to the Las Vegas Strip ROFR Agreement, the Flamingo Las Vegas, Paris Las Vegas, Planet Hollywood and Bally’s Las Vegas gaming facilities, and (ii) with respect to the second asset subject to the Las Vegas Strip ROFR Agreement, the foregoing assets plus The LINQ gaming facility. If we enter into a sale leaseback transaction with Caesars on any of these facilities, the leaseback may be implemented through the addition of such properties to the Las Vegas Master Lease Agreement. • Horseshoe Baltimore ROFR. Upon the consummation of the Eldorado Transaction, we entered into a right of first refusal agreement with Caesars pursuant to which we have the first right to enter into a sale leaseback transaction with respect to the land and real estate assets associated with the Horseshoe Baltimore gaming facility (subject to any consent required from Caesars’ joint venture partners with respect to this asset). • CPLV CMBS Refinancing . We were obligated to cause the CPLV CMBS Debt to be repaid in full prior to the consummation of the Eldorado/Caesars Merger. In November 2019, we repaid the CPLV CMBS Debt in full resulting in a prepayment penalty of $110.8 million, of which $55.4 million was reimbursed by Caesars upon the consummation of the Eldorado Transaction in accordance with the MTA as follows: $31.0 million was paid to us in cash, $20.5 million was credited to us as a reduction in the CPLV Lease Amendment Payment and $3.9 million was credited to us as a reduction in the HLV Lease Amendment Payment. • Eldorado Bridge Facilities . On June 24, 2019, in connection with the Eldorado Transaction, VICI PropCo entered into a commitment letter (the “Commitment Letter”) with Deutsche Bank Securities Inc. and Deutsche Bank AG Cayman Islands Branch (collectively, the “Bridge Lender”), pursuant to which and subject to the terms and conditions set forth therein, the Bridge Lender agreed to provide (i) a 364-day first lien secured bridge facility of up to $3.3 billion in the aggregate (the “Eldorado Senior Bridge Facility”) and (ii) a 364-day second lien secured bridge facility of up to $1.5 billion in the aggregate (the “Eldorado Junior Bridge Facility,” and, together with the Eldorado Senior Bridge Facility, the “Bridge Facilities”), for the purpose of providing a portion of the financing necessary to fund the Eldorado Transaction. The commitments under the Bridge Facilities were fully terminated at our election in June 2020. JACK Lease Agreement Amendment and Amended and Restated ROV Loan On July 16, 2020, we and JACK Entertainment entered into an amendment to the JACK Cleveland/Thistledown Lease Agreement (the “JACK Lease Agreement Amendment”), pursuant to which, among other things, we agreed to fund $18.0 million for the construction of a new gaming patio amenity at JACK Thistledown Racino, which will be leased by JACK Entertainment pursuant to the JACK Lease Agreement Amendment. In connection with the construction of the gaming patio, commencing on April 1, 2022, rent under the JACK Cleveland/Thistledown Lease Agreement (as amended by the JACK Lease Agreement Amendment) will be increased by an incremental $1.8 million. The JACK Lease Agreement Amendment also provides for relief with respect to certain existing covenants through March 31, 2022, adds an additional five years to the initial lease term, with the tenant under the JACK Cleveland/Thistledown Lease Agreement having three (rather than four) five-year renewal options as a result of such extension of the initial lease term, and provides for rent escalation to begin in 2022 rather than 2021. The JACK Lease Agreement Amendment does not provide for a reduction or deferral of the tenant’s rent obligations. The tenant’s obligations under the JACK Lease Agreement Amendment are guaranteed by Rock Ohio Ventures LLC (“Rock Ohio Ventures”). Pursuant to the Jack Lease Agreement Amendment, the relief provided thereunder is conditioned upon (i) the tenant’s timely payment of rent obligations under the JACK Cleveland/Thistledown Lease Agreement and (ii) no tenant event of default occurring under the JACK Cleveland/Thistledown Lease Agreement during the compliance period set forth in the JACK Lease Agreement Amendment. Simultaneously with entry into the JACK Lease Agreement Amendment, we and affiliates of Rock Ohio Ventures entered into an amendment and restatement of our existing $50.0 million term loan agreement with such affiliates of Rock Ohio Ventures (the “Amended and Restated ROV Loan”), pursuant to which, among other things, we increased our existing term loan to $70.0 million (the “ROV Term Loan”) which bears interest at a rate of 9.0% per annum (which interest, at the option of JACK Entertainment, may be paid-in-kind through April 30, 2021 with any paid-in-kind interest required to be paid in cash in eleven equal monthly installments ending March 31, 2022), and added a $25.0 million revolving credit facility (the “ROV Credit Facility”), which bears interest at a rate of LIBOR plus 2.75% per annum. A commitment fee of 0.50% per annum calculated on the unused portion of the ROV Credit Facility is payable quarterly. The Amended and Restated ROV Loan, which includes the ROV Term Loan and ROV Credit Facility, matures in January 2025 which maturity date may be extended at the borrower’s election for up to two Omnibus Capex Amendment to Caesars Leases On June 1, 2020, we entered into an Omnibus Amendment to Leases (the “Omnibus Amendment”) with Pre-Merger Caesars. Pursuant to the Omnibus Amendment, Caesars has been granted certain relief with respect to a portion of their capital expenditure obligations under the Caesars Lease Agreements conditioned upon (i) funding by Caesars of certain minimum capital expenditures in fiscal year 2020 (which represent a reduction of the minimum capital expenditure amounts currently set forth in the Caesars Lease Agreements), (ii) timely payment of Caesars’ rent obligations under the Caesars Lease Agreements during the compliance period set forth in the Omnibus Amendment, and (iii) no tenant event of default occurring under any of the Caesars Lease Agreements during the compliance period set forth in the Omnibus Amendment. Caesars will receive credit for certain deemed capital expenditure amounts, which credit may be used to satisfy certain of their capital expenditure obligations in the 2020, 2021 and 2022 fiscal years, provided that the foregoing conditions are satisfied. If Caesars fails to satisfy any of the foregoing conditions, Caesars will be required to satisfy the capital expenditure obligations set forth in the Caesars Lease Agreements or, in certain cases, to deposit amounts in respect thereof into a capital expenditure reserve in accordance with the Omnibus Amendment. Subsequent to September 30, 2020, on October 27, 2020, we and Caesars entered into an Amended and Restated Omnibus Amendment to Leases, which provides for a proportionate adjustment to certain relief previously granted under the Omnibus Amendment with respect to a portion of the capital expenditure obligations of Caesars under the Caesars Lease Agreements in order to account for the addition of the MTA Properties to the Regional Master Lease Agreement pursuant to the MTA Properties Acquisitions on July 20, 2020. Sale of Bally’s Atlantic City On April 24, 2020, we and Caesars entered into definitive agreements to sell the Bally’s Atlantic City Hotel & Casino for $25.0 million to a subsidiary of Twin River Worldwide Holdings, Inc. We are entitled to receive approximately $19.0 million of the proceeds from the sale and Caesars is entitled to approximately $6.0 million of the proceeds. The annual rent payments under the Regional Master Lease Agreement will remain unchanged following completion of the disposition, which we anticipate will close by the end of the year and remains subject to regulatory approval and customary closing conditions. Closing of Purchase of JACK Cleveland/Thistledown On January 24, 2020, we completed the previously announced transaction to acquire the casino-entitled land and real estate and related assets of the JACK Cleveland Casino (“JACK Cleveland”), located in Cleveland, Ohio and the JACK Thistledown Racino (“JACK Thistledown”) located in North Randall, Ohio (the “JACK Cleveland/Thistledown Acquisition”) from JACK Entertainment, for approximately $843.3 million. Simultaneous with the closing of the JACK Cleveland/Thistledown Acquisition, we entered into a master triple-net lease agreement for JACK Cleveland and JACK Thistledown with a subsidiary of JACK Entertainment. The lease has an initial total annual rent of $65.9 million and an initial term of 15 years, with four five-year tenant renewal options. The tenant’s obligations under the lease are guaranteed by Rock Ohio Ventures. Additionally, we made a $50.0 million loan (the “ROV Loan”) to affiliates of Rock Ohio Ventures secured by, among other things, certain non-gaming real estate assets owned by such affiliates and guaranteed by Rock Ohio Ventures. The terms of the JACK Cleveland/Thistledown Lease Agreement and the ROV Loan were subsequently amended on July 16, 2020 as described above under “— JACK Lease Agreement Amendment and Amended and Restated ROV Loan.” We determined that the land and building components of the JACK Cleveland/Thistledown Lease Agreement meet the definition of a sales-type lease and, since we purchased and leased the assets back to the seller under a sale leaseback transaction, control is not considered to have transferred to us under GAAP. Accordingly, the JACK Cleveland/Thistledown Lease Agreement is accounted for as Investments in leases - financing receivables on our Balance Sheet, net of allowance for credit losses in accordance with ASC 310. 2019 Transactions Our significant activities in 2019, in reverse chronological order, are as follows: Closing of Purchase of Century Portfolio On December 6, 2019, we completed the previously announced transaction to acquire the Century Portfolio, comprised of the land and real estate assets of (i) Mountaineer Casino, Racetrack & Resort located in New Cumberland, West Virginia, (ii) Lady Luck Casino Caruthers |
Real Estate Portfolio
Real Estate Portfolio | 9 Months Ended |
Sep. 30, 2020 | |
Real Estate [Abstract] | |
Real Estate Portfolio | Real Estate Portfolio As of September 30, 2020, our real estate portfolio consisted of the following: • Investments in leases - sales-type, representing our investment in 24 casino assets leased on a triple net basis to our tenants, Caesars, Penn National, Hard Rock and Century Casinos, under eight separate lease agreements; • Investments in leases - financing receivables, representing our investment in five casino assets leased on a triple net basis to our tenants, Caesars and JACK Entertainment; • Investments in loans, representing our investment in the Amended and Restated ROV Loan, Chelsea Piers Mortgage Loan and Forum Convention Center Mortgage Loan; and • Land, representing our investment in certain underdeveloped or undeveloped land adjacent to the Las Vegas strip and non-operating, vacant land parcels contained in the Regional Master Lease Agreement. The following is a summary of the balances of our real estate portfolio as of September 30, 2020 and December 31, 2019: (In thousands) September 30, 2020 December 31, 2019 Minimum lease payments receivable under sales-type and direct financing leases (1) $ 45,772,304 $ 31,460,712 Estimated residual values of leased property (not guaranteed) 3,366,990 2,525,469 Gross investment in sales-type and direct financing leases 49,139,294 33,986,181 Unamortized initial direct costs 23,931 42,819 Less: Unearned income (35,686,256) (23,294,755) Less: Allowance for credit losses (467,003) — Investments in leases - sales-type and direct financing, net 13,009,966 10,734,245 Investments in leases - operating (2) — 1,086,658 Investments in leases - financing receivables, net 2,600,228 — Total investments in leases, net 15,610,194 11,820,903 Investments in loans, net 533,713 — Land 158,190 94,711 Total Real estate portfolio $ 16,302,097 $ 11,915,614 ____________________ (1) Minimum lease payments do not include contingent rent, as discussed below, that may be received under the Lease Agreements. (2) Upon modification of the Caesars Lease Agreements, we reassessed the lease classification of the Las Vegas Master Lease Agreement, Regional Master Lease Agreement (excluding the MTA Properties) and Joliet Lease Agreement and determined that the leases meet the definition of a sales-type lease, including the land component of Caesars Palace Las Vegas. Accordingly, we reclassified the land component of Caesars Palace Las Vegas from Investments in leases - operating to Investments in leases - sales-type. Lease Portfolio The following table details the components of our income from direct financing, sales-type and operating leases and lease financing receivables: Three Months Ended Nine Months Ended (In thousands) 2020 2019 2020 2019 Income from sales-type and direct financing leases, excluding contingent rent (1) $ 270,188 $ 206,001 $ 718,192 $ 603,300 Income from operating leases (2) 3,638 10,913 25,464 32,740 Income from lease financing receivables (1) (3) 49,799 — 77,743 — Total revenue, excluding contingent rent 323,625 216,914 821,399 636,040 Contingent rent (1) 86 — 229 — Total lease revenue 323,711 216,914 821,628 636,040 Non-cash adjustment (4) (18,942) 2,494 (11,879) (2,295) Total contractual lease revenue $ 304,769 $ 219,408 $ 809,749 $ 633,745 ____________________ (1) At lease inception (or upon modification), we determine the minimum lease payments under ASC 842 (or ASC 840), which exclude amounts determined to be contingent rent. Contingent rent is generally amounts in excess of specified floors or the variable rent portion of our leases. The minimum lease payments are recognized on an effective interest basis at a constant rate of return over the life of the lease and the contingent rent portion of the lease payments are recognized as earned, both in accordance with ASC 842. As of September 30, 2020, we have only recognized contingent rent on our Margaritaville Lease Agreement in relation to the variable rent portion of the lease. Refer to the Lease Provisions section below for information regarding contingent rent on each lease. (2) Represents the 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 Regional Master Lease Agreement. Upon the consummation of the Eldorado Transaction on July 20, 2020, the land component of Caesars Palace Las Vegas and certain operating land parcels were reassessed for lease classification and were determined to be a sales-type lease. Accordingly, subsequent to July 20, 2020, such income is recognized as Income from sales-type leases. (3) Represents the MTA Properties and the JACK Cleveland/Thistledown Lease Agreement, both of which were sale leaseback transactions. In accordance with ASC 842, since the lease agreements were determined to meet the definition of a sales-type lease and control of the asset is not considered to have been transferred to us, such lease agreements are accounted for as financings under ASC 310. (4) Amounts represent the non-cash adjustment to the minimum lease payments from direct financing leases, sales-type leases and lease financing receivables in order to recognize income on an effective interest basis at a constant rate of return over the term of the leases. At September 30, 2020, minimum lease payments owed to us for each of the five succeeding years under sales-type leases and our leases accounted for as financing receivables, are as follows: Minimum Lease Payments (1) (2) Investments in Leases (In thousands) Sales-Type Financing Receivables Total 2020 (remaining) $ 265,274 $ 55,355 $ 320,629 2021 1,062,556 222,581 1,285,137 2022 1,076,130 225,667 1,301,797 2023 1,094,986 229,516 1,324,502 2024 1,112,905 233,578 1,346,483 2025 1,127,023 235,980 1,363,003 Thereafter 40,033,430 8,185,952 48,219,382 Total $ 45,772,304 $ 9,388,629 $ 55,160,933 Weighted Average Lease Term (2) 34.7 34.7 34.7 ____________________ (1) Minimum lease payments do not include contingent rent, as discussed below, that may be received under the Lease Agreements. (2) The minimum lease payments and weighted average remaining lease term assumes the exercise of all tenant renewal options, consistent with our conclusions under ASC 842 and ASC 310. Upon the consummation of the Eldorado Transaction, the lease term was extended by approximately three years and, as such, the weighted average lease term has increased accordingly. Lease Provisions Caesars Lease Agreements - Overview The following is a summary of the material lease provisions of our Caesars Lease Agreements (both prior and subsequent to the modifications that occurred on July 20, 2020 as a result of the consummation of the Eldorado Transaction): ($ In thousands) Non-CPLV Lease Agreement and Joliet Lease Agreement Regional Master Lease Agreement and Joliet Lease Agreement CPLV Lease Agreement HLV Lease Agreement Las Vegas Master Lease Agreement Lease Provision (1) Prior to Amendment As Amended Prior to Amendment Prior to Amendment As Amended Initial Term (2) 15 years 18 years 15 years 15 years 18 years Initial Term maturity (2) 10/31/2032 7/31/2035 10/31/2032 12/31/2032 7/31/2035 Renewal Terms Four, five Four, five Four, five Four, five Four, five Current annual rent (3) $508,534 $662,534 $207,745 $89,157 $395,401 Escalator (4) Lease years 2-5 - 1.5% Lease years 6-15 - Consumer price index (“CPI”) subject to 2% floor Lease years 2-5 - 1.5% Lease years 6-end of term - CPI subject to 2.0% floor > 2% / Change in CPI Lease years 2-5 - 1% Lease years 6-15 - > 2% floor / change in CPI > 2% / change in CPI EBITDAR to Rent Ratio floor (5) 1.2x commencing lease year 8 None 1.7x commencing lease year 8 1.6x commencing lease year 6 None Variable Rent adjustment Year 8 : 70% base rent / 30% variable rent Year 11 : 80% base rent / 20% variable rent Year 8 : 70% base rent / 30% variable rent Years 11 & 16 : 80% base rent / 20% variable rent Years 8 & 11 : 80% base rent / 20% variable rent Year 8 & 11 : 80% base rent / 20% variable rent Years 8, 11 & 16 : 80% base rent / 20% variable rent Variable Rent adjustment calculation (6) 4% of revenue increase/decrease: Year 8 : Avg. of years 5-7 less avg. of years 0-2 Year 11 : Avg. of years 8-10 less avg. of years 5-7 4% of revenue increase/decrease: Year 8 : Avg. of years 5-7 less avg. of years 0-2 Year 11 : Avg. of years 8-10 less avg. of years 5-7 Year 16 : Avg. of years 13-15 less avg. of years 8-10 4% of revenue increase/decrease: Year 8 : Avg. of years 5-7 less avg. of years 0-2 Year 11 : Avg. of years 8-10 less avg. of years 5-7 4% of revenue increase/decrease: Year 8 : Avg. of years 5-7 less avg. of years 0-2 Year 11 : Avg. of years 8-10 less avg. of years 5-7 4% of revenue increase/decrease: Year 8 : Avg. of years 5-7 less avg. of years 0-2 Year 11 : Avg. of years 8-10 less avg. of years 5-7 Year 16 : Avg. of years 13-15 less avg. of years 8-10 ____________________ (1) All capitalized terms used without definition herein have the meanings detailed in the applicable Caesars Lease Agreements. (2) Upon the consummation of the Eldorado Transaction, the Caesars Lease Agreements were extended such that each lease has a full 15-year initial term. (3) Prior to amendment, with respect to the Non-CPLV Lease Agreement, Joliet Lease Agreement and CPLV Lease Agreement, the amount represents the annual base rent payable for the then current lease year, which was the period from November 1, 2019 through October 31, 2020. In relation to the HLV Lease Agreement, prior to its termination and the inclusion of the Harrah’s Las Vegas and Caesars Palace Las Vegas assets in the Las Vegas Master Lease Agreement, the amount represents annual base rent payable for the then current lease year, which was the period from January 1, 2020 through December 31, 2020. Subsequent to the consummation of the Eldorado Transaction and the amendments in connection therewith, (i) with respect to the Regional Master Lease Agreement, the amounts represent the current annual base rent payable for the current lease year, inclusive of the additional rent associated with the MTA Properties and (ii) with respect to the Las Vegas Master Lease Agreement, the amounts represent the current annual base rent payable for the current lease year, inclusive of the CPLV Additional Rent Acquisition and HLV Additional Rent Acquisition. (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 three months ended September 30, 2020 and 2019. (5) The coverage floors, which coverage floors would have served to reduce the rent escalators under the Caesars Lease Agreements in the event that the “EBITDAR to Rent Ratio” coverage was below the stated floor, were removed upon execution of the amendments to the Caesars Lease Agreements upon the consummation of the Eldorado Transaction. (6) Variable Rent is not subject to the Escalator. Penn National Lease Agreements - Overview The following is a summary of the material lease provisions of our Penn National Lease Agreements: ($ In thousands) Lease Provision Margaritaville Lease Agreement Greektown Lease Agreement Initial term 15 years 15 years Initial term maturity 1/31/2034 5/23/2034 Renewal terms Four, five Four, five Current annual rent (1) $23,544 $55,556 Escalation commencement (2) Lease year two Lease year four Escalation 2% of Building base rent, subject to the net revenue to rent ratio floor 2% of Building base rent, subject to the net revenue to rent ratio floor Performance to rent ratio floor (2) 6.1x net revenue commencing lease year two Net revenue ratio to be mutually agreed upon prior to the commencement of lease year four Percentage rent (3) $3,000 (fixed for lease year one and two) $6,384 (fixed for lease year one and two) Percentage rent reset Lease year three and each and every other lease year thereafter 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) 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 relation to the Margaritaville Lease Agreement, the amount represents current annual base rent payable for the current lease year, which is the period from February 1, 2020 through January 31, 2021. In relation to the Greektown Lease Agreement, the amount represents current annual base rent payable for the current lease year, which is the period from June 1, 2020 through May 31, 2021. (2) In the event that the net revenue to rent ratio coverage, as applicable, is below the stated floor, the escalation will be reduced to such amount to achieve the stated net revenue to rent ratio coverage, as applicable, provided that the amount shall never result in a decrease to the prior year’s rent. In relation to the Greektown Lease Agreement, in May 2020, the lease was adjusted to remove the escalation for lease years 2 and 3 and to provide for a net revenue to rent ratio coverage floor to be mutually agreed upon by both parties prior to the commencement of lease year four. (3) Percentage rent is subject to the percentage rent multiplier. After the percentage rent reset in lease year three, any amounts related to percentage rent are considered contingent rent in accordance with GAAP. During the three and nine months ended September 30, 2020, we recognized approximately $0.1 million and $0.2 million, respectively, in contingent rent in relation to the Margaritaville Lease Agreement escalation. No such rent has been recognized for the three and nine months ended September 30, 2019. In relation to the Greektown Lease Agreement, no such rent has been recognized for the three and nine months ended September 30, 2020 and 2019. Hard Rock Cincinnati Lease Agreement - Overview The following is a summary of the material lease provisions of our Hard Rock Cincinnati Lease Agreement: ($ In thousands) Lease Provision Term Initial term 15 years Initial term maturity 9/30/2034 Renewal terms Four, five Current base rent (1) $43,391 Escalator commencement Lease year two Escalator (2) Lease years 2-4 - 1.5% Lease years 5-15 - The greater of 2% or the change in CPI unless the change in CPI is less than 0.5%, in which case there is no escalation in rent for such lease year Variable rent commencement/reset Lease year 8 Variable rent split (3) 80% base rent and 20% variable rent Variable rent percentage (3) 4% ____________________ (1) The amount represents the current annual base rent payable for the current lease year, which is the period from October 1, 2020 through September 30, 2021. (2) Any amounts representing rents in excess of the CPI floors specified above are considered contingent rent in accordance with GAAP. No such rent has been recognized for the three and nine months ended September 30, 2020 and 2019. (3) Variable rent is not subject to the escalator and is calculated as an increase or decrease of the average of net revenues for lease years 5 through 7 compared to the average net revenue for lease years 1 through 3, multiplied by the Variable rent percentage. Century Portfolio Lease Agreement - Overview The following is a summary of the material lease provisions of our Century Portfolio Lease Agreement: ($ In thousands) Lease Provision Term Initial term 15 years Initial term maturity 12/31/2034 Renewal terms Four, five Current annual rent (1) $25,000 Escalator commencement Lease year two Escalator (2) Lease years 2-3 - 1.0% Lease years 4-15 - The greater of 1.25% or the change in CPI Net revenue to rent ratio floor 7.5x commencing lease year six - if the coverage ratio is below the stated amount the escalator will be reduced to 0.75% Variable rent commencement/reset Lease year 8 and 11 Variable rent split (3) 80% Base Rent and 20% Variable Rent Variable rent percentage (3) 4% ____________________ (1) The amount represents the current annual base rent payable for the current lease year, which is the period from December 6, 2019 through December 31, 2020. (2) Any amounts representing rents in excess of the CPI floors specified above are considered contingent rent in accordance with GAAP. No such rent has been recognized for the three and nine months ended September 30, 2020 and 2019. (3) Variable rent is not subject to the escalator and is calculated for lease year 8 as an increase or decrease of the average of net revenues for lease years 5 through 7 compared to the average net revenue for lease years 1 through 3 and for lease year 11 as an increase or decrease of the average of net revenues for lease years 8 through 10 compared to the average net revenue for lease years 5 through 7, in each case multiplied by the Variable rent percentage. JACK Cleveland/Thistledown Lease Agreement - Overview The following is a summary of the material lease provisions of our JACK Cleveland/Thistledown Lease Agreement, as amended on July 16, 2020: ($ In thousands) Lease Provision Term Initial term 20 years Initial term maturity 1/31/2040 Renewal terms Three, five Current annual rent (1) $65,880 Escalator commencement Lease year three Escalator (2) Lease years 3-4 - 1.0% Lease years 5-7 - 1.5% Lease years 8-15 - The greater of 1.5% or the change in CPI capped at 2.5% Net revenue to rent ratio floor 4.9x in any lease year (commencing in lease year 6) - if the coverage ratio is below the stated amount, there is no escalation in rent for such lease year Variable rent commencement/reset Lease year 8, 11 and 16 Variable rent split (3) 80% Base Rent and 20% Variable Rent Variable rent percentage (3) 4% ____________________ (1) The amount represents the current annual base rent payable for the current lease year, which is the period from January 24, 2020 through January 31, 2021. (2) 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 three and nine months ended September 30, 2020 and 2019. (3) Variable rent is not subject to the escalator and is calculated (i) for lease year 8 as an increase or decrease of the average of net revenues for lease years 5 through 7 compared to the average net revenue for lease years 1 through 3, (ii) for lease year 11 as an increase or decrease of the average of net revenues for lease years 8 through 10 compared to the average net revenue for lease years 5 through 7, and (iii) for lease year 16 as an increase or decrease of the average of net revenues for lease years 13 through 15 compared to the average net revenue for lease years 8 through 10, in each case multiplied by the Variable rent percentage. Capital Expenditure Requirements We manage our residual asset risk through protective covenants in our Lease Agreements, which require the tenant to, among other things, hold specific insurance coverage, engage in ongoing maintenance of the property and invest in capital improvements. With respect to the capital improvements, the Lease Agreements specify certain minimum amounts that our tenants must spend on capital expenditures that constitute installation, restoration and repair or other improvements of items with respect to the leased properties. The following table summarizes the capital expenditure requirements of the respective tenants under the Caesars Lease Agreements, as amended following (i) the consummation of the Eldorado Transaction, which amendments increased the existing capital expenditure requirements in proportion to the overall increase in the tenant’s net revenue arising from the MTA Properties and (ii) the sale of Harrah’s Reno: Provision Regional Master Lease Agreement and Joliet Lease Agreement Las Vegas Master Lease Agreement Yearly minimum expenditure 1% of net revenues (1) 1% of net revenues for CPLV (commencing in 2022 with respect to HLV) (1) Rolling three-year minimum (2) $328 million $84 million Initial minimum capital expenditure N/A $171 million (2017 - 2021) (with respect solely to HLV) ____________________ (1) The lease agreements require a $119.3 million floor on annual capital expenditures for CPLV, Joliet and the Regional Master Lease Agreement properties in the aggregate. Additionally, annual building & improvement capital improvements must be equal to or greater than 1% of prior year net revenues. (2) CEOC is required to spend $421.9 million on capital expenditures (excluding gaming equipment) over a rolling three-year period, with $327.8 million allocated to the regional assets, $84.0 million allocated to Caesars Palace Las Vegas and the remaining balance of $10.1 million to facilities covered by any Formation Lease Agreement in such proportion as CEOC may elect. Additionally, CEOC is required to expend a minimum of $590.3 million on capital expenditures (including gaming equipment) across certain of its affiliates and other assets, together with the $421.9 million requirement. In connection with the ongoing COVID-19 pandemic and its impact on operations and financial performance, we agreed with Caesars, to provide limited relief with respect to a portion of their capital expenditure obligations under the Las Vegas Master Lease Agreement, the Regional Master Lease Agreement and the Joliet Lease Agreement (which relief was subsequently adjusted on October 27, 2020 to provide for a proportionate adjustment to account for the addition of the MTA Properties to the Regional Master Lease Agreement). This relief is conditioned upon (i) expenditures by Caesars of certain minimum capital expenditures, (ii) timely payment of Caesars’ rent obligations under the Caesars Lease Agreements and (iii) no event of default occurring under any of the Caesars Lease Agreements during the applicable compliance period. If Caesars fails to satisfy any of the foregoing conditions, Caesars will be required to satisfy the capital expenditure obligations currently set forth in the Las Vegas Master Lease Agreement, the Regional Master Lease Agreement and the Joliet Lease Agreement. The following table summarizes the capital expenditure requirements of the respective tenants under the Penn National Lease Agreements, Hard Rock Cincinnati Lease Agreement, Century Portfolio Lease Agreement and JACK Cleveland/Thistledown Lease Agreement: Provision Penn National Lease Agreements Hard Rock Cincinnati Lease Agreement Century Portfolio Lease Agreement JACK Cleveland/Thistledown Lease Agreement Yearly minimum expenditure 1% of net revenues based on rolling four 1% of net revenues 1% of net gaming revenues (1) Initial minimum of $30 million (2) Thereafter - 1% of net revenues on a rolling three ____________________ (1) Minimum of 1% of net gaming revenue on a rolling three-year basis for each individual facility and 1% of net gaming revenues per fiscal year for the facilities collectively. In May 2020, in connection with the ongoing COVID-19 pandemic and its impact on operations and financial performance, we agreed to waive Century’s capital expenditure requirements for 2020 and defer to not later than December 31, 2021 certain other expenditures contemplated in connection with the underwriting of the acquired casino properties, conditioned upon (i) Century’s timely payment of rent obligations under the Century Portfolio Lease Agreement during the compliance period set forth in the amendment and (ii) no tenant event of default occurring under the Century Portfolio Lease Agreement during the compliance period set forth in the amendment. If Century fails to satisfy any of the foregoing conditions, Century will be required to satisfy the capital expenditure obligations set forth in the Century Portfolio Lease Agreement or, in certain cases, to deposit amounts in respect thereof into a capital expenditure reserve for expenditure in accordance with the amendment. (2) Initial minimum required to be spent from the period commencing April 1, 2019 through December 31, 2022, which includes $18.0 million to be advanced by us and expended by JACK Entertainment for the construction of the new gaming patio amenity at JACK Thistledown Racino. Loan Portfolio The following is a summary of our investments in loans as of September 30, 2020: ($ In thousands) Investment Name Loan Type Principal Balance Carrying Value (1) Future Funding Commitments (2) Interest Rate (3) Final Maturity (4) Forum Convention Center Mortgage Loan Senior Secured $ 400,000 $ 399,173 $ — 7.7 % 9/18/2025 Chelsea Piers Mortgage Loan Senior Secured 65,000 64,949 15,000 7.0 % 8/31/2027 Amended and Restated ROV Loan ROV Term Loan Senior Secured 70,000 69,591 — 9.0 % 1/24/2027 ROV Credit Facility Senior Secured — — 25,000 L + 2.75% 1/24/2027 Total $ 535,000 $ 533,713 $ 40,000 7.8 % ____________________ (1) Carrying value is net of unamortized loan origination costs and allowance for credit losses. (2) Our future funding commitments are subject to our borrowers' compliance with the financial covenants and other applicable provisions of each respective loan agreement. (3) Represents current interest rate per annum. The interest rate of the Forum Convention Center Mortgage Loan is subject to 2.0% annual escalation (resulting in a year two interest rate of 7.854%). (4) Final maturity assumes all extension options are exercised; however, our loans may be repaid, subject to certain conditions, prior to such date. |
Allowance for Credit Losses
Allowance for Credit Losses | 9 Months Ended |
Sep. 30, 2020 | |
Credit Loss [Abstract] | |
Allowance for Credit Losses | Allowance for Credit Losses Adoption of ASC 326 On January 1, 2020, we adopted ASC 326 and, as a result, we are required to estimate and record non-cash credit losses related to our historical and any future investments in sales-type and direct financing leases, lease financing receivables and loans. Upon adoption, we recorded a $309.4 million cumulative adjustment, representing a 2.88% CECL allowance. Such amount was recorded as a cumulative-effect adjustment to our opening balance sheet with a reduction in our Investments in leases - sales-type and direct financing and a corresponding charge to retained (deficit) earnings. Periods prior to the adoption date that are presented for comparative purposes are not adjusted or disclosed. Allowance for Credit Losses During the three months ended September 30, 2020, we recognized a $177.1 million increase in our allowance for credit losses primarily driven by the increase in investment balances subject to CECL related to the consummation of the Eldorado Transaction. Specifically, the current quarter increase was primarily attributable to (i) the increase in investment balances resulting from the Eldorado Transaction, which includes (A) an initial CECL allowance on our $1.8 billion investment in the MTA Properties, (B) an additional CECL allowance on our aggregate $1.4 billion increased investment in the Las Vegas Master Lease Agreement as a result of the CPLV Additional Rent Acquisition and HLV Additional Rent Acquisition and (C) an additional CECL allowance on the $333.4 million increased balance of our existing Caesars Lease Agreements as a result of the mark to fair value in connection with the reassessment of lease classification, (ii) an increase in the R&S Period PD of Caesars as a result of the Eldorado/Caesars Merger and (iii) an initial CECL allowance on our $400.0 million investment in the Forum Convention Center Mortgage Loan. This increase was partially offset by a decrease in the R&S Period PD of our other tenants and their parent guarantors as a result of an improvement in their economic outlook due to the reopening of a majority of their gaming operations and relative performance of such operations during the third quarter of 2020. During the nine months ended September 30, 2020, we recognized a $261.1 million increase in our allowance for credit losses. The increase in the CECL allowance was primarily driven by (i) the Eldorado Transaction, Eldorado/Caesars Merger and Forum Convention Center Mortgage Loan as described above, (ii) an increase in the Long-term Period PD of our tenants due to downgrades on certain of the credit ratings of our tenants’ senior secured debt and (iii) a $22.2 million increase related to our initial investment in JACK Cleveland/Thistledown and the ROV Loan in January 2020. The credit loss standard does not require retrospective application and as such there is no corresponding charge for the three and nine months ended September 30, 2019. As of September 30, 2020 and December 31, 2019, and since our Formation Date, all of our Lease Agreements and loan investments are current in payment of their obligations to us and no investments are on non-accrual status. Additionally, to the best of our knowledge, none of our tenants were in contravention of any of the Lease Agreements. The following tables detail the allowance for credit losses included as a component in our Investments in leases - sales-type and direct financing, Investments in leases - financing receivables and Investments in loans as of September 30, 2020 and January 1, 2020, the date of adoption: September 30, 2020 (In thousands) Amortized Cost Allowance Net Investment Allowance as a % of Amortized Cost Investments in leases - sales-type and direct financing $ 13,476,969 $ (467,003) $ 13,009,966 3.47 % Investments in leases - financing receivables 2,693,257 (93,029) 2,600,228 3.45 % Investments in loans 536,874 (3,161) 533,713 0.59 % Other assets - sales-type sub-leases 284,558 (7,249) 277,309 2.55 % Totals $ 16,991,658 $ (570,442) $ 16,421,216 3.36 % January 1, 2020 (In thousands) Amortized Cost Allowance Net Investment Allowance as a % of Amortized Cost Investments in leases - sales-type and direct financing $ 10,734,245 $ (309,362) $ 10,424,883 2.88 % Investments in leases - financing receivables — — — — % Investments in loans — — — — % Totals $ 10,734,245 $ (309,362) $ 10,424,883 2.88 % The following chart reflects the roll-forward of the allowance for credit losses on our real estate portfolio for the nine months ended September 30, 2020: (In thousands) Nine Months Ended September 30, 2020 Beginning Balance December 31, 2019 $ — Initial allowance upon adoption 309,362 Initial allowance from current period investments 228,919 Current period change in credit allowance 32,161 Charge-offs — Recoveries — Ending Balance September 30, 2020 $ 570,442 Credit Quality Indicators We assess the credit quality of our investments through the credit ratings of the senior secured debt of the guarantors of our leases, as we believe that our Lease Agreements have a similar credit profile to a senior secured debt instrument. The credit quality indicators are reviewed by us on a quarterly basis as of quarter-end. In instances where the guarantor of one of our Lease Agreements does not have senior secured debt with a credit rating, we use either a comparable proxy company or the overall corporate credit rating, as applicable. We also use this credit rating to determine the Long-term Period PD when estimating credit losses for each investment. The following tables detail the amortized cost basis of our investments by the credit quality indicator we assigned to each lease or loan guarantor as of September 30, 2020 and January 1, 2020, the date of adoption: September 30, 2020 (In thousands) Ba2 Ba3 B1 B2 B3 N/A (1) Total Investments in leases - direct financing, sales-type and financing receivable, Investments in loans and Other assets $ — $ — $ 15,724,024 $ 921,511 $ 281,123 $ 65,000 $ 16,991,658 January 1, 2020 (In thousands) Ba2 Ba3 B1 B2 B3 N/A (1) Total Investments in leases - direct financing, sales-type and financing receivable, Investments in loans $ 1,527,776 $ — $ 8,926,229 $ 280,240 $ — $ — $ 10,734,245 ____________________ |
Other Assets and Other Liabilit
Other Assets and Other Liabilities | 9 Months Ended |
Sep. 30, 2020 | |
Other Liabilities [Abstract] | |
Other Assets and Other Liabilities | Other Assets and Other Liabilities Other Assets The following table details the components of our other assets as of September 30, 2020 and December 31, 2019: (In thousands) September 30, 2020 December 31, 2019 Sales-type sub-leases $ 277,308 $ 8,688 Property and equipment used in operations, net 69,704 70,406 Right of use assets 17,671 17,738 Debt financing costs 9,542 14,575 Tenant receivables 4,106 — Deferred acquisition costs 2,391 11,134 Other receivables 1,233 60,111 Prepaid expenses 1,217 3,252 Interest receivable 33 1,626 Other 2,498 1,108 Total other assets $ 385,703 $ 188,638 Property and equipment used in operations, included within other assets, is primarily attributable to the land, building and improvements of our golf operations and consists of the following as of September 30, 2020 and December 31, 2019: (In thousands) September 30, 2020 December 31, 2019 Land and land improvements $ 59,115 $ 59,346 Buildings and improvements 14,697 14,805 Furniture and equipment 6,779 4,523 Total property and equipment used in operations 80,591 78,674 Less: accumulated depreciation (10,887) (8,268) Total property and equipment used in operations, net $ 69,704 $ 70,406 Three Months Ended Nine Months Ended (In thousands) 2020 2019 2020 2019 Depreciation expense $ 910 $ 1,000 $ 2,990 $ 2,948 Other Liabilities The following table details the components of our other liabilities as of September 30, 2020 and December 31, 2019: (In thousands) September 30, 2020 December 31, 2019 Finance sub-lease liabilities $ 284,558 $ 8,688 Derivative liability 104,258 65,078 Lease liabilities 17,671 17,738 Other accrued expenses 6,457 21,023 Accrued payroll and other compensation 5,730 7,369 Deferred income taxes 3,464 3,382 Accounts payable 324 640 Total other liabilities $ 422,462 $ 123,918 |
Debt
Debt | 9 Months Ended |
Sep. 30, 2020 | |
Debt Disclosure [Abstract] | |
Debt | Debt The following tables detail our debt obligations as of September 30, 2020 and December 31, 2019: ($ In thousands) September 30, 2020 Description of Debt Final Interest Rate Face Value Carrying Value (1) VICI PropCo Senior Secured Credit Facilities Revolving Credit Facility (2) 2024 L + 2.00% $ — $ — Term Loan B Facility (3) 2024 L + 1.75% 2,100,000 2,079,760 Senior Unsecured Notes (4) 2025 Notes 2025 3.500% 750,000 739,749 2026 Notes 2026 4.250% 1,250,000 1,232,405 2027 Notes 2027 3.750% 750,000 739,316 2029 Notes 2029 4.625% 1,000,000 985,330 2030 Notes 2030 4.125% 1,000,000 985,272 Total Debt $ 6,850,000 $ 6,761,832 ($ In thousands) December 31, 2019 Description of Debt Final Interest Rate Face Value Carrying Value (1) VICI PropCo Senior Secured Credit Facilities Revolving Credit Facility (2) 2024 L + 2.00% $ — $ — Term Loan B Facility (3) 2024 L + 2.00% 2,100,000 2,076,962 Second Lien Notes (5) 2023 8.00% 498,480 498,480 Senior Unsecured Notes (4) 2026 Notes 2026 4.250% 1,250,000 1,231,227 2029 Notes 2029 4.625% 1,000,000 984,894 Total Debt $ 4,848,480 $ 4,791,563 ____________________ (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. On May 15, 2019, we amended our Revolving Credit Facility to, among other things, increase borrowing capacity by $600.0 million to a total of $1.0 billion and extend the maturity date to May 2024. After giving effect to the amendments executed on May 15, 2019, borrowings under the Revolving Credit Facility will bear interest at a rate based on a leverage-based pricing grid with a range of 1.75% to 2.00% over LIBOR, or between 0.75% and 1.00% over the base rate depending on our total net debt to adjusted total assets ratio. Additionally, after giving effect to the amendments executed on May 15, 2019, the commitment fee under the Revolving Credit Facility is calculated on a leverage-based pricing grid with a range of 0.375% to 0.5%, in each case depending on our total net debt to adjusted total assets ratio. For the three and nine months ended September 30, 2020, the commitment fee was 0.375%. (3) Interest on any outstanding balance is payable monthly. In connection with the repricing of the Term Loan B Facility in January 2020, the interest rate was decreased to LIBOR plus 1.75%. As of September 30, 2020 and December 31, 2019, we had six interest rate swap agreements outstanding with third-party financial institutions having an aggregate notional amount of $2.0 billion at a blended LIBOR rate of 2.7173%. (4) Interest is payable semi-annually. (5) The Second Lien Notes were redeemed in full on February 20, 2020 with a portion of the proceeds from the February 2020 Senior Unsecured Notes offering. The following table is a schedule of future minimum payments of our debt obligations as of September 30, 2020: (In thousands) Future Minimum Payments 2020 (remaining) $ — 2021 — 2022 10,000 2023 22,000 2024 2,068,000 2025 750,000 Thereafter 4,000,000 Total minimum repayments $ 6,850,000 Senior Unsecured Notes On November 26, 2019, the Operating Partnership and the Co-Issuer (together with the Operating Partnership, the “Issuers”), wholly owned subsidiaries of the Company issued (i) $1,250.0 million in aggregate principal amount of 2026 Notes under an indenture dated as of November 26, 2019 (the “2026 Notes Indenture”), among the Issuers, the subsidiary guarantors party thereto and UMB Bank, National Association, as trustee (the “Trustee”), and (ii) $1,000.0 million in aggregate principal amount of 2029 Notes under an indenture dated as of November 26, 2019 (the “2029 Notes Indenture” and, together with the 2026 Notes Indenture, the “2019 Senior Unsecured Notes Indentures”), among the Issuers, the subsidiary guarantors party thereto and the Trustee. We used a portion of the net proceeds of the offering to repay in full the CPLV CMBS Debt, and pay certain fees and expenses including the net prepayment penalty of $55.4 million. On January 24, 2020, the remaining net proceeds were used to pay for a portion of the purchase price of the JACK Cleveland/Thistledown Acquisition. The 2026 Notes will mature on December 1, 2026, and the 2029 Notes will mature on December 1, 2029. Interest on the 2026 Notes will accrue at a rate of 4.250% per annum, and interest on the 2029 Notes will accrue at a rate of 4.625% per annum. On February 5, 2020, the Issuers issued (i) $750.0 million in aggregate principal amount of 2025 Notes under an indenture dated as of February 5, 2020 (the “2025 Notes Indenture”), among the Issuers, the subsidiary guarantors party thereto and the Trustee, (ii) $750.0 million in aggregate principal amount of 2027 Notes under an indenture dated as of February 5, 2020 (the “2027 Notes Indenture”), among the Issuers, the subsidiary guarantors party thereto and the Trustee and (iii) $1.0 billion in aggregate principal amount of 2030 Notes under an indenture dated as of February 5, 2020 (the “2030 Notes Indenture” and, together with the 2025 Notes Indenture and the 2027 Notes Indenture, the “2020 Senior Unsecured Notes Indentures”), among the Issuers, the subsidiary guarantors party thereto and the Trustee. The 2020 Senior Unsecured Notes Indentures, together with the 2019 Senior Unsecured Notes Indentures, are referred to as the “Senior Unsecured Notes Indentures”. We placed $2.0 billion of the net proceeds of the February 2020 Senior Unsecured Notes offering into escrow pending the consummation of the Eldorado Transaction (which was subsequently released from escrow and used to fund a portion of the purchase price of the Eldorado Transaction on July 20, 2020), and used the remaining net proceeds from the 2025 Notes, together with cash on hand, to redeem in full the outstanding $498.5 million in aggregate principal amount of the Second Lien Notes plus the Second Lien Notes Applicable Premium (as defined in the Second Lien Notes indenture), for a total redemption cost of approximately $537.5 million. The 2025 Notes will mature on February 15, 2025, the 2027 Notes will mature on February 15, 2027 and the 2030 Notes will mature on August 15, 2030. Interest on the 2025 Notes accrues at a rate of 3.500% per annum, interest on the 2027 Notes accrues at a rate of 3.750% per annum and interest on the 2030 Notes accrues at a rate of 4.125% per annum. The November 2019 Senior Unsecured Notes and the February 2020 Senior Unsecured Notes (together, the “Senior Unsecured Notes”) were sold in the United States only to accredited investors pursuant to an exemption from the Securities Act of 1933, as amended (the “Securities Act”), and subsequently resold to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act and to non-U.S. persons in accordance with Regulation S under the Securities Act. Interest on the November 2019 Senior Unsecured Notes is payable semi-annually in cash in arrears on June 1 and December 1 of each year, commencing on June 1, 2020. Interest on the February 2020 Senior Unsecured Notes is payable semi-annually in cash in arrears on February 15 and August 15 of each year, commencing on August 15, 2020. The Senior Unsecured Notes are fully and unconditionally guaranteed, jointly and severally, on a senior unsecured basis by each existing and future direct and indirect wholly owned material domestic subsidiary of the Operating Partnership that incurs or guarantees certain bank indebtedness or any other material capital market indebtedness, other than certain excluded subsidiaries and the Co-Issuer. The Operating Partnership and its subsidiaries represent our “Real Property Business” segment, with the “Golf Course Business” segment corresponding to the portion of our business operated through entities that are not direct or indirect subsidiaries of the Operating Partnership or obligors of the Senior Unsecured Notes. Refer to “Note 15 - Segment Information” for more information about our segments. The Issuers may redeem the 2025 Notes at any time prior to February 15, 2022, in whole or in part, at a redemption price equal to 100% of the accrued principal amount thereof plus unpaid interest, if any, to the redemption date plus a make-whole premium. The Issuers may redeem the 2025 Notes, in whole or in part, at any time on or after February 15, 2022, at a redemption price of (i) 101.750% of the principal amount should such redemption occur before February 15, 2023, (ii) 100.875% of the principal amount should such redemption occur before February 15, 2024 and (iii) 100% of the principal amount should such redemption occur on or after February 15, 2024, in each case plus accrued and unpaid interest, if any, to, but excluding, the redemption date. The Issuers may redeem the 2026 Notes at any time prior to December 1, 2022, in whole or in part, at a redemption price equal to 100% of the accrued principal amount thereof plus unpaid interest, if any, to the redemption date plus a make-whole premium. The Issuers may redeem the 2026 Notes, in whole or in part, at any time on or after December 1, 2022 at the redemption price of (i) 102.125% of the principal amount should such redemption occur before December 1, 2023, (ii) 101.063% of the principal amount should such redemption occur before December 1, 2024 and (iii) 100% of the principal amount should such redemption occur on or after December 1, 2024, in each case plus accrued and unpaid interest, if any, to, but excluding, the redemption date. The Issuers may redeem the 2027 Notes at any time prior to February 15, 2023, in whole or in part, at a redemption price equal to 100% of the accrued principal amount thereof plus unpaid interest, if any, to the redemption date plus a make-whole premium. The Issuers may redeem the 2027 Notes, in whole or in part, at any time on or after February 15, 2023, at a redemption price of (i) 101.875% of the principal amount should such redemption occur before February 15, 2024, (ii) 100.938% of the principal amount should such redemption occur before February 15, 2025 and (iii) 100% of the principal amount should such redemption occur on or after February 15, 2025, in each case plus accrued and unpaid interest, if any, to, but excluding, the redemption date. The Issuers may redeem the 2029 Notes at any time prior to December 1, 2024, in whole or in part, at a redemption price equal to 100% of the accrued principal amount thereof plus unpaid interest, if any, to the redemption date plus a make-whole premium. The Issuers may redeem the 2029 Notes, in whole or in part, at any time on or after December 1, 2024 at the redemption price of (i) 102.313% of the principal amount should such redemption occur before December 1, 2025, (ii) 101.541% of the principal amount should such redemption occur before December 1, 2026, (iii) 100.771% of the principal amount should such redemption occur before December 1, 2027 and (iv) 100% of the principal amount should such redemption occur on or after December 1, 2027, in each case plus accrued and unpaid interest, if any, to, but excluding, the redemption date. The Issuers may redeem the 2030 Notes at any time prior to February 15, 2025, in whole or in part, at a redemption price equal to 100% of the accrued principal amount thereof plus unpaid interest, if any, to the redemption date plus a make-whole premium. The Issuers may redeem the 2030 Notes, in whole or in part, at any time on or after February 15, 2025, at a redemption price of (i) 102.063% of the principal amount should such redemption occur before February 15, 2026, (ii) 101.375% of the principal amount should such redemption occur before February 15, 2027, (iii) 100.688% of the principal amount should such redemption occur before February 15, 2028 and (iv) 100% of the principal amount should such redemption occur on or after February 15, 2028, in each case plus accrued and unpaid interest, if any, to, but excluding, the redemption date. In addition, before December 1, 2022, the Issuers may redeem up to 40% of the November 2019 Senior Unsecured Notes with the net cash proceeds from certain equity offerings (i) at a redemption price of 104.250% of the principal amount redeemed in the case of the 2026 Notes and (ii) at a redemption price of 104.625% of the principal amount redeemed in the case of the 2029 Notes. However, the Issuers may only make such redemptions if at least 60% of the aggregate principal amount of the series of November 2019 Senior Unsecured Notes issued under the applicable 2019 Senior Unsecured Notes Indenture remains outstanding after the occurrence of such redemption. Before February 15, 2022, the Issuers may redeem up to 40% of the 2025 Notes with the net cash proceeds from certain equity offerings at a redemption price of 103.500% of the principal amount redeemed. Before February 15, 2023, the Issuers may redeem up to 40% of each of the 2027 Notes and the 2030 Notes, as applicable, with the net cash proceeds from certain equity offerings (i) at a redemption price of 103.750% of the principal amount redeemed in the case of the 2027 Notes and (ii) at a redemption price of 104.125% of the principal amount redeemed in the case of the 2030 Notes. However, the Issuers may only make such redemptions if at least 60% of the aggregate principal amount of the series of February 2020 Senior Unsecured Notes issued under the applicable February 2020 Senior Unsecured Notes Indenture remains outstanding after the occurrence of such redemption. The 2027 Notes, the 2030 Notes and the portion of the 2025 Notes in excess of the amount applied to redeem the Second Lien Notes were previously subject to special mandatory redemption in accordance with the terms of the applicable Indentures, which terms were satisfied in connection with the closing of the transactions pursuant to the MTA (other than the MTA Properties Acquisitions). As such, the 2027 Notes, the 2030 Notes and the 2025 Notes are no longer subject to a special mandatory redemption. The Senior Unsecured Notes Indentures contain 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 fund a dividend or distribution by VICI that it believes is necessary to maintain its status as a REIT or to avoid payment of any tax for any calendar year that could be avoided by reason of such distribution, and the ability to make certain restricted payments not to exceed 95% of our cumulative Funds From Operations (as defined in the Senior Unsecured Notes Indentures), plus the aggregate net proceeds from (i) the sale of certain equity interests in, (ii) capital contributions to, and (iii) certain convertible indebtedness of the Operating Partnership. As of September 30, 2020, the restricted net assets of the Operating Partnership were approximately $7.8 billion. Senior Secured Credit Facilities In December 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 (the Term Loan B Facility and the Revolving Credit Facility, as amended as discussed below, 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. On May 15, 2019, VICI PropCo, entered into Amendment No. 2 (“Amendment No. 2”) to the Credit Agreement, pursuant to which certain lenders agreed to provide VICI PropCo with incremental revolving credit commitments and availability under the revolving credit facility in the aggregate principal amount of $600.0 million on the same terms as VICI Propco’s current revolving credit facility under the Revolving Credit Facility. After giving effect to Amendment No. 2, the Credit Agreement, provided total borrowing capacity pursuant to the revolving credit commitments in the aggregate principal amount of $1.0 billion. On May 15, 2019, immediately after giving effect to Amendment No. 2, VICI Propco entered into Amendment No. 3 (“Amendment No. 3”, together with Amendment No. 2, the “Amendments”) to the Credit Agreement, which amended and restated the Credit Agreement in its entirety as of May 15, 2019 ( the “Amended and Restated Credit Agreement”) to, among other things, (i) refinance the Revolving Credit Facility in whole with a new class of revolving commitments, (ii) extend the maturity date to May 15, 2024, which represents an extension of the December 22, 2022 maturity date of the Revolving Credit Facility, (iii) provide that borrowings under the Revolving Credit Facility will bear interest at a rate based on a leverage-based pricing grid with a range of between 1.75% to 2.00% over LIBOR, or between 0.75% and 1.00% over the base rate, in each case depending on our total net debt to adjusted total assets ratio, (iv) provide that the commitment fee payable under the Revolving Credit Facility will bear interest at a rate based on a leverage-based pricing grid with a range of between 0.375% to 0.50% depending on our total net debt to adjusted total assets ratio, (v) amend the existing springing financial covenant, which previously required VICI Propco to maintain a total net debt to adjusted asset ratio of not more than 0.75 to 1.00 if there was 30% utilization of the Revolving Credit Facility, to require that, only with respect to the Revolving Credit Facility commencing with the first full fiscal quarter ending after the effectiveness of Amendment No. 3, VICI Propco maintain a maximum total net debt to adjusted asset ratio of not more than 0.65 to 1.00 as of the last day of any fiscal quarter (or, during any fiscal quarter in which certain permitted acquisitions were consummated and the three consecutive fiscal quarters thereafter, not more than 0.70 to 1.00), and (vi) include a new financial covenant only with respect to the Revolving Credit Facility, requiring VICI Propco to maintain, commencing with the first full fiscal quarter after the effectiveness of Amendment No. 3, an interest coverage ratio (defined as EBITDA to interest charges) of not less than 2.00 to 1.00 as of the last day of any fiscal quarter. The Revolving Credit Facility is available to be used for working capital purposes, capital expenditures, permitted acquisitions, permitted investments, permitted restricted payments and for other lawful corporate purposes. The Amended and Restated Credit Agreement provides for capacity to add incremental loans in an aggregate amount of: (x) $1.2 billion to be used solely to finance certain acquisitions; plus (y) an unlimited amount, subject to VICI Propco not exceeding certain leverage ratios. On January 24, 2020, VICI PropCo entered into Amendment No. 1 to the Amended and Restated Credit Agreement, which, among other things, reduced the interest rate on the Term Loan B Facility from LIBOR plus 2.00% to LIBOR plus 1.75%. The Amended and Restated Credit Agreement provides that, in the event the LIBOR Rate is no longer in effect, a comparable or successor rate approved by the Administrative Agent under such facility shall be utilized, provided that such approved rate shall be applied in a manner consistent with market practice. The Amended and Restated Credit Agreement contains customary covenants that are consistent with those set forth in the Credit Agreement (except as to the financial covenants described above), which, 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 Amended and Restated Credit Agreement) subject to no event of default under the Amended and Restated Credit Agreement and pro forma compliance with the financial covenant pursuant to the Amended and Restated 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 $30.0 million. We are also subject to the financial covenants under the Revolving Credit Facility, as previously described above. 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 Amended and Restated Credit Agreement or are guarantors of the Senior Secured Credit Facilities. The Term Loan B Facility may be voluntarily prepaid at VICI PropCo’s option, in whole or in part, at any time, and is 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. In February 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 Amended and Restated 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 9 - Derivatives for a discussion of our interest rate swap agreements related to the Term Loan B Facility. Bridge Facilities On June 24, 2019, in connection with the Eldorado Transaction, VICI PropCo entered into the Commitment Letter with the Bridge Lender, pursuant to which and subject to the terms and conditions set forth therein, the Bridge Lender agreed to provide (i) a 364-day first lien secured bridge facility of up to $3.3 billion in the aggregate and (ii) a 364-day second lien secured bridge facility of up to $1.5 billion in the aggregate, for the purpose of providing a portion of the financing necessary to fund the consideration to be paid pursuant to the terms of the Eldorado Transaction documents and related fees and expenses. The Bridge Facilities were subject to a tiered commitment fee based on the period the commitment is outstanding and a structuring fee. The commitment fee was equal to, with respect to any commitments that are terminated prior to July 22, 2019, 0.25% of such commitments, with respect to any commitments that are outstanding on July 22, 2019 and are terminated prior to June 24, 2020, 0.50% of such commitments, with respect to any commitments that are outstanding on June 24, 2020 and are terminated prior to September 24, 2020, 0.75% of such commitments, and with respect to any commitments that are outstanding on September 24, 2020, 1.00% of such commitments. The structuring fee was equal to 0.10% of the total aggregate commitments at the date of the Commitment Letter and is payable as such commitments are terminated. For the nine months ended September 30, 2020, we have recognized $3.1 million of fees related to the Bridge Facilities in Interest expense on our Statement of Operations. No such amount was recognized for the three months ended September 30, 2020 as the Bridge Facilities were terminated in June 2020. Following the November 2019 Senior Unsecured Notes offering, the commitments under the Bridge Facilities were reduced by $1.6 billion, to $3.2 billion. Following the February 2020 Senior Unsecured Notes offering, we placed $2.0 billion of the net proceeds of the offering into escrow pending the consummation of the Eldorado Transaction and the commitments under the Bridge Facilities were further reduced by $2.0 billion to $1.2 billion. The commitments under the Bridge Facilities were fully terminated at our election in June 2020. Second Lien Notes The Second Lien Notes were issued on October 6, 2017, pursuant to an indenture by and among VICI PropCo and its wholly owned subsidiary, VICI FC Inc., the subsidiary guarantors party thereto, and UMB Bank National Association, as trustee. On February 20, 2020 we used a portion of the proceeds from the issuance of the 2025 Notes, together with cash on hand, to redeem in full the Second Lien Notes at a redemption price of 100% of the principal amount of the Second Lien Notes then outstanding plus the Second Lien Notes Applicable Premium, for a total redemption cost of $537.5 million. In connection with the full redemption, we recognized a loss on extinguishment of debt of $39.1 million. Financial Covenants As described above, our debt obligations are subject to certain customary financial and protective covenants that restrict the Operating Partnership, 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 September 30, 2020, we are in compliance with all financial covenants under our debt obligations. |
Derivatives
Derivatives | 9 Months Ended |
Sep. 30, 2020 | |
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. On January 3, 2019, we entered into two additional interest rate swap agreements with third-party financial institutions having an aggregate notional amount of $500.0 million. 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% and 2.3802%, respectively. Subsequent to the effectiveness and for the duration of the interest rate swap transactions, we are only subject to interest rate risk on $100.0 million of variable rate debt. The following tables detail our outstanding interest rate derivatives that were designated as cash flow hedges of interest rate risk as of September 30, 2020 and December 31, 2019: ($ In thousands) September 30, 2020 Instrument Number of Instruments Fixed Rate Notional Index Maturity Interest Rate Swaps 4 2.8297% $ 1,500,000 USD LIBOR April 22, 2023 Interest Rate Swaps 2 2.3802% $ 500,000 USD LIBOR January 22, 2021 ($ In thousands) December 31, 2019 Instrument Number of Instruments Fixed Rate Notional Index Maturity Interest Rate Swaps 4 2.8297% $ 1,500,000 USD LIBOR April 22, 2023 Interest Rate Swaps 2 2.3802% $ 500,000 USD LIBOR January 22, 2021 As of September 30, 2020 and December 31, 2019, the interest rate swaps are in net unrealized loss positions and are recorded within Other liabilities. The following table presents the effect of our derivative financial instruments on our Statement of Operations: Three Months Ended Nine Months Ended (In thousands) 2020 2019 2020 2019 Unrealized gain (loss) recorded in other comprehensive income $ 13,007 $ (7,113) $ (39,180) $ (54,992) Interest recorded in interest expense $ 12,970 $ 2,386 $ 29,664 $ 4,816 |
Fair Value
Fair Value | 9 Months Ended |
Sep. 30, 2020 | |
Fair Value Disclosures [Abstract] | |
Fair Value | Fair Value The following tables summarize our assets and liabilities measured at fair value on a recurring basis as of September 30, 2020 and December 31, 2019: September 30, 2020 (In thousands) Fair Value Carrying Amount Level 1 Level 2 Level 3 Financial assets: Short-term investments (1) $ 19,973 $ — $ 19,973 $ — Financial liabilities: Derivative instruments - interest rate swaps (2) $ 104,258 $ — $ 104,258 $ — December 31, 2019 (In thousands) Fair Value Carrying Amount Level 1 Level 2 Level 3 Financial assets: Short-term investments (1) $ 59,474 $ — $ 59,474 $ — Financial liabilities: Derivative instruments - interest rate swaps (2) $ 65,078 $ — $ 65,078 $ — ___________________ (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. The estimated fair values of our financial instruments as of September 30, 2020 and December 31, 2019 for which fair value is only disclosed are as follows: September 30, 2020 December 31, 2019 (In thousands) Carrying Amount Fair Value Carrying Amount Fair Value Financial assets: Investments in leases - financing receivables (1) $ 2,600,228 $ 2,666,800 $ — $ — Investments in loans (1) 533,713 536,521 — — Cash and cash equivalents 144,057 144,057 1,101,893 1,101,893 Financial liabilities: Debt (2) Revolving Credit Facility $ — $ — $ — $ — Term Loan B Facility 2,079,760 2,023,875 2,076,962 2,110,500 Second Lien Notes — — 498,480 538,358 2025 Notes 739,749 745,313 — — 2026 Notes 1,232,405 1,257,813 1,231,227 1,287,500 2027 Notes 739,316 737,813 — — 2029 Notes 985,330 1,017,500 984,894 1,045,000 2030 Notes 985,272 988,750 — — ____________________ (1) These investments represent the (i) JACK Cleveland/Thistledown Lease Agreement and the MTA Properties, and (ii) the Amended and Restated ROV Loan, the Chelsea Piers Mortgage Loan and the Forum Convention Center Mortgage Loan, all of which were made during the nine months ended September 30, 2020. Given the proximity of the date of our investment to the date of the financial statements, we determined that the fair value materially approximates the purchase price of the acquisition of these financial assets. (2) The fair value of our debt instruments was estimated using quoted prices for identical or similar liabilities in markets that are not active and, as such, these fair value measurements are considered Level 2 of the fair value hierarchy. Gain Upon Lease Modification in Connection with the Eldorado Transaction On July 20, 2020, in connection with the Eldorado Transaction and as required under ASC 842, we reassessed the lease classification of the Las Vegas Master Lease Agreement, Regional Master Lease Agreement and Joliet Lease Agreement and determined the leases meet the definition of a sales-type lease, including the land component of Caesars Palace Las Vegas. As a result of the reclassifications of the Caesars Lease Agreements from direct financing and operating leases to sales-type leases, we recorded the investments at their estimated fair values as of the modification date and recognized a net gain equal to the difference in fair value of the asset and its carrying value immediately prior to the modification. We valued the real estate portfolio using a rent multiple taking into consideration a variety of factors, including (i) asset quality and location, (ii) property and lease-level cash flows and (iii) supply and demand dynamics of each property’s respective market. With respect to certain assets for which we have signed sale agreements that will be removed from the Regional Master Lease Agreement upon consummation of such transactions, which includes Bally’s Atlantic City and Louisiana Downs, these assets were recorded at fair value using the contract price less costs to sell. In the current quarter, as a result of the re-measurement of the Caesars Lease Agreements to fair value, we recognized a $333.4 million gain upon lease modification in our Statement of Operations. The following table summarizes our assets measured at fair value on a non-recurring basis in relation to the gain upon modification of the Caesars Lease Agreements as of the modification date during the three months ended September 30, 2020: July 20, 2020 (In thousands) Fair Value Carrying Amount Level 1 Level 2 Level 3 Financial assets: Investments in sales-type leases - Caesars Lease Agreements (1) $ 10,228,465 $ — $ — $ 10,228,465 Investments in sales-type leases - assets subject to sales agreements (2) $ 24,266 $ — $ 24,266 $ — ____________________ (1) The fair value measurement of the Caesars Lease Agreements excludes the MTA Properties Acquisitions, HLV Additional Rent Acquisition and CPLV Additional Rent Acquisition as these transactions occurred in connection with the Eldorado Transaction and the investments are measured at historical cost. (2) Represents the Bally’s Atlantic City and Louisiana Downs assets, which are each currently subject to sales agreements. The fair value of these investments is based on the contract price and represents a Level 2 measurement as defined in ASC 820. The following table summarizes the significant unobservable inputs used in non-recurring Level 3 fair value measurements: (In thousands) Significant Assumptions Asset Type Fair Value (1) Valuation Technique Range Weighted Average (2) Investment in sales-type lease - Casinos $ 10,228,465 Rent Multiple 9.75x - 15.50x 13.0x ____________________ (1) The fair value measurement of the Caesars Lease Agreements excludes the MTA Properties Acquisitions, HLV Additional Rent Acquisition and CPLV Additional Rent Acquisition as these transactions occurred in connection with the Eldorado Transaction and the investments are measured at historical cost. |
Commitments and Contingent Liab
Commitments and Contingent Liabilities | 9 Months Ended |
Sep. 30, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
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 September 30, 2020, 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, LA and New York, NY, which expire in 2021 and 2030, respectively. The weighted average remaining lease term as of September 30, 2020 under our operating leases was 15.6 years. Our Cascata ground lease has three 10-year extension options. The rent of such options would be the in-place rent at the time of renewal. Total rental expense, included in golf operations and general and administrative expenses in our Statement of Operations and contractual rent expense under these agreements were as follows: Three Months Ended Nine Months Ended (In thousands) 2020 2019 2020 2019 Rent expense $ 503 $ 421 $ 1,506 $ 1,200 Contractual rent $ 465 $ 318 $ 1,133 $ 953 On May 10, 2019 we entered into a lease agreement for new office space in New York, NY for our corporate headquarters. The lease has a 10-year term, with one 5-year extension option and requires a fixed annual rent of $0.9 million. We determined the lease was an operating lease and the discount rate for the lease was determined to be 5.3% based on the yield of our current secured borrowings, adjusted to match borrowings of similar terms. On January 1, 2019, upon adoption of ASC 842 Other assets Other liabilities As of September 30, 2020, we have a $17.7 million right of use asset and corresponding lease liability recorded in Other assets and Other liabilities, respectively, on our Balance Sheet related to our operating lease commitments for which we are the lessee. The future minimum lease commitments relating to the base lease rent portion of noncancelable operating leases at September 30, 2020 are as follows: (In thousands) Lease Commitments 2020 (remaining) $ 467 2021 1,851 2022 1,808 2023 1,827 2024 1,847 2025 1,908 Thereafter 19,074 Total minimum lease commitments $ 28,782 Discounting factor 11,111 Lease liability $ 17,671 Finance Lease Commitments Certain of our acquisitions necessitate that we assume, as the lessee, ground and use leases, the cost of which is passed to our tenants through the Lease Agreements, which require the tenants to pay all costs associated with such ground and use leases and provide for their direct payment to the landlord. We have determined we are the primary obligor of certain of such ground and use leases and, accordingly, have presented these leases on a gross basis on our Balance Sheet and Statement of Operations. Further, we assessed the classification of the sub-lease to our tenant through the Lease Agreements, and our obligation as primary obligor of the ground and use leases and determined that they meet the definition of a sales-type lease and finance lease, respectively. The following table details the balance and location in our Balance Sheet of the ground and use leases as of September 30, 2020 and December 31, 2019, which is primarily comprised of the HNO Ground Lease: (In thousands) September 30, 2020 December 31, 2019 Others assets (sales-type sub-lease) $ 277,308 $ 8,688 Other liabilities (finance sub-lease liability) 284,558 8,688 Total rental income and rental expense, included in Other income and Other expenses, respectively, in our Statement of Operations and contractual rent expense under these agreements were as follows: Three Months Ended Nine Months Ended (In thousands) 2020 2019 2020 2019 Rental income and expense (1) $ 5,699 $ 139 $ 5,976 $ 271 Contractual rent $ 11,838 $ 154 $ 12,146 $ 298 ____________________ (1) For the three and nine months ended September 30, 2020, these amounts are presented gross in Other income with an offsetting amount in Other expenses within the Statement of Operations. For the three and nine months ended September 30, 2019, we recorded such amounts as a component of General and administrative expenses on a net basis as these charges were not material to the Statement of Operations. The future minimum lease commitments relating to the ground and use leases at September 30, 2020 are as follows: (In thousands) Lease Commitments 2020 (remaining) $ 5,838 2021 26,350 2022 26,350 2023 23,350 2024 23,350 2025 23,350 Thereafter 765,079 Total minimum lease commitments $ 893,666 Discounting factor 609,108 Finance sub-lease liability $ 284,558 The discount rate for the ground and use leases was determined based on the yield of our current secured borrowings, adjusted to match borrowings of similar terms and are between 6% and 8%. The weighted average remaining lease term as of September 30, 2020 under our finance leases was 38.0 years. |
Stockholders' Equity
Stockholders' Equity | 9 Months Ended |
Sep. 30, 2020 | |
Equity [Abstract] | |
Stockholders' Equity | Stockholders' Equity Stock Authorized 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. June 2020 Offering On June 17, 2020, we completed a primary follow-on offering of 29,900,000 shares of common stock (inclusive of 3,900,000 shares sold pursuant to the exercise in full of the underwriters’ option to purchase additional common stock) at a public offering price of $22.15 per share for an aggregate offering value of $662.3 million, all of which are subject to a forward sale agreement (the “June 2020 Forward Sale Agreement”), which initially required settlement by September 17, 2020. On September 16, 2020, we amended the June 2020 Forward Sale Agreement to extend the maturity date from September 17, 2020 to June 17, 2021. We did not initially receive any proceeds from the sale of the shares of common stock in the offering, which were sold to the underwriters by the forward purchaser or its affiliates. We determined that the June 2020 Forward Sale Agreement meets the criteria for equity classification and is therefore exempt from derivative accounting. We recorded the June 2020 Forward Sale Agreement at fair value at inception, which we determined to be zero. Subsequent changes to fair value are not required under equity classification. On September 28, 2020, we partially settled the June 2020 Forward Sale Agreement by delivering 3,000,000 shares of our common stock to the forward purchaser, in exchange for total net proceeds of approximately $63.0 million, which was calculated based on the net forward sale price on the settlement date of $21.04 per share. The physical settlement of the June 2020 Forward Sale Agreement is calculated based on the initial forward sale price per share of $21.37, as adjusted for a floating interest rate factor and other fixed amounts based on the passage of time, as specified in the June 2020 Forward Sale Agreement. We expect to settle the remaining 26,900,000 shares under the June 2020 Forward Sale Agreement entirely by the physical delivery of shares of our common stock in exchange for cash proceeds, although we may elect cash settlement or net share settlement for all or a portion of our remaining obligations under the June 2020 Forward Sale Agreement. As of September 30, 2020, the forward share price was $20.71 and would result in us receiving approximately $557.0 million in cash proceeds if we were to physically settle the remaining shares under the June 2020 Forward Sale Agreement. Alternatively, if we were to net cash settle the remaining shares under the June 2020 Forward Sale Agreement, it would result in a cash outflow of $71.6 million or, if we were to net share settle the remaining shares under the June 2020 Forward Sale Agreement, it would result in us delivering approximately 3.1 million shares. Further, the remaining shares of common stock issuable upon settlement of the June 2020 Forward Sale Agreement will be reflected in our diluted earnings per share calculations using the treasury stock method. Under this method, the number of shares of our common stock used in calculating diluted earnings per share is deemed to be increased by the excess, if any, of the number of shares of common stock that would be issued upon full physical settlement of the remaining shares under the June 2020 Forward Sale Agreement over the number of shares of common stock that could be purchased by us in the market (based on the average market price during the period) using the proceeds receivable upon physical settlement of the remaining shares (based on the adjusted forward sales price at the end of the reporting period). If and when we physically settle the remaining shares under the June 2020 Forward Sale Agreement, the delivery of shares of our common stock will result in an increase in the number of shares of common stock outstanding and dilution to our earnings per share. We intend to use the net proceeds upon settlement of the remaining shares under the June 2020 Forward Sale Agreement for general corporate purposes, which may include future transactions, the acquisition and improvement of properties, capital expenditures, working capital and the repayment of indebtedness. June 2019 Offering On June 28, 2019, we completed a primary follow-on offering of (i) 50,000,000 shares of common stock (including 15,000,000 shares sold pursuant to the exercise in full of the underwriters’ option to purchase additional common stock) at an offering price of $21.50 per share for an aggregate offering value of $1.1 billion, resulting in net proceeds, after the deduction of the underwriting discount and expenses, of $1.0 billion and (ii) 65,000,000 shares of common stock that were subject to forward sale agreements to be settled by September 26, 2020 (collectively the “June 2019 Forward Sale Agreements”). We did not initially receive any proceeds from the sale of the shares of common stock subject to the June 2019 Forward Sale Agreements that were sold by the forward purchasers or their respective affiliates. We determined that the June 2019 Forward Sale Agreements meet the criteria for equity classification and are therefore exempt from derivative accounting. We recorded the June 2019 Forward Sale Agreements at fair value at inception, which we determined to be zero. Subsequent changes to fair value were not required under equity classification. On June 2, 2020, we physically settled the June 2019 Forward Sale Agreements in full by delivering 65,000,000 shares of our common stock to the forward purchasers, in exchange for total net proceeds of approximately $1.3 billion. The physical settlement of the June 2019 Forward Sale Agreements was calculated based on the forward sale price of $19.64 per share. The proceeds were used to consummate the Eldorado Transaction. At-the-Market Offering Program We have entered into an equity distribution agreement, as amended (the “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 (the “ATM Program”). 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. Actual sales under the ATM Program 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. During the nine months ended September 30, 2020, we sold a total of 7,500,000 shares under the ATM Program for net proceeds of $200.0 million. During the year ended December 31, 2019, we sold a total of 6,107,633 shares under the ATM Program for net proceeds of $128.3 million. We have no obligation to sell the remaining shares available for sale under the ATM Program. The following table details the issuance of outstanding shares of common stock, including restricted common stock: Nine Months Ended September 30, Common Stock Outstanding 2020 2019 Beginning Balance January 1, (1) 461,004,742 404,729,616 Issuance of common stock in primary follow-on offerings — 50,000,000 Issuance of common stock upon physical settlement of forward sale agreements (1) 68,000,000 — Issuance of common stock under the at-the-market offering program 7,500,000 6,107,633 Issuance of restricted and unrestricted common stock under the stock incentive program, net of forfeitures (2) 164,037 168,496 Ending Balance September 30, 536,668,779 461,005,745 ____________________ (1) Excludes the 26,900,000 remaining shares subject to the June 2020 Forward Sale Agreement as such shares are not yet settled. (2) The nine months ended September 30, 2020 and 2019 excludes 239,437 share units and 157,512 share units, respectively, issued under the performance-based stock incentive program. Dividends Dividends declared (on a per share basis) during the nine months ended September 30, 2020 and 2019 were as follows: Nine Months Ended September 30, 2020 Declaration Date Record Date Payment Date Period Dividend March 12, 2020 March 31, 2020 April 9, 2020 January 1, 2020 - March 31, 2020 $ 0.2975 June 11, 2020 June 30, 2020 July 10, 2020 April 1, 2020 - June 30, 2020 $ 0.2975 September 10, 2020 September 30, 2020 October 8, 2020 July 1, 2020 - September 30, 2020 $ 0.3300 Nine Months Ended September 30, 2019 Declaration Date Record Date Payment Date Period Dividend March 14, 2019 March 29, 2019 April 11, 2019 January 1, 2019 - March 31, 2019 $ 0.2875 June 13, 2019 June 28, 2019 July 12, 2019 April 1, 2019 - June 30, 2019 $ 0.2875 September 12, 2019 September 27, 2019 October 10, 2019 July 1, 2019 - September 30, 2019 $ 0.2975 |
Earnings Per Share
Earnings Per Share | 9 Months Ended |
Sep. 30, 2020 | |
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 shares of common stock 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, unvested performance-based restricted shares and the shares to be issued by us upon settlement of the remaining shares under the June 2020 Forward Sale Agreement. The shares issuable upon settlement of the remaining shares under the June 2020 Forward Sale Agreement, as described in Note 12 - Stockholders' Equity , are reflected in the diluted earnings per share calculations using the treasury stock method. Under this method, the number of shares of our common stock used in calculating diluted earnings per share is deemed to be increased by the excess, if any, of the number of shares of common stock that would be issued upon full physical settlement of the remaining shares under the June 2020 Forward Sale Agreement over the number of shares of common stock that could be purchased by us in the market (based on the average market price during the period) using the proceeds receivable upon full physical settlement (based on the adjusted forward sales price at the end of the reporting period). If and when we physically or net share settle the remaining shares under the June 2020 Forward Sale Agreement, the delivery of shares of common stock would result in an increase in the number of shares outstanding and dilution to earnings per share. The following tables reconcile the weighted-average shares of common stock outstanding used in the calculation of basic earnings per share to the weighted-average shares of common stock outstanding used in the calculation of diluted earnings per share: Three Months Ended Nine Months Ended (In thousands) 2020 2019 2020 2019 Determination of shares: Weighted-average shares of common stock outstanding 533,408 460,666 496,003 426,438 Assumed conversion of restricted stock (1) 501 370 323 263 Assumed settlement of forward sale agreements 2,271 4,735 3,656 1,665 Diluted weighted-average shares of common stock outstanding 536,180 465,772 499,982 428,366 ____________________ (1) For the three and nine months ended September 30, 2020, certain unvested restricted shares and unvested performance-based restricted shares were excluded from the computation of diluted EPS because the effect of doing so was anti-dilutive. Three Months Ended Nine Months Ended (In thousands, except per share data) 2020 2019 2020 2019 Basic: Net income attributable to common stockholders $ 398,274 $ 144,435 $ 603,664 $ 447,333 Weighted-average shares of common stock outstanding 533,408 460,666 496,003 426,438 Basic EPS $ 0.75 $ 0.31 $ 1.22 $ 1.05 Diluted: Net income attributable to common stockholders $ 398,274 $ 144,435 $ 603,664 $ 447,333 Diluted weighted-average shares of common stock outstanding 536,180 465,772 499,982 428,366 Diluted EPS $ 0.74 $ 0.31 $ 1.21 $ 1.04 |
Stock-Based Compensation
Stock-Based Compensation | 9 Months Ended |
Sep. 30, 2020 | |
Share-based Payment Arrangement [Abstract] | |
Stock-Based Compensation | Stock-Based Compensation The 2017 Stock Incentive Plan (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 September 30, 2020, 11,477,422 shares of common stock remained available for issuance by us as equity awards under the Plan. The following table details the stock-based compensation expense recorded as General and administrative expense in the Statement of Operations: Three Months Ended Nine Months Ended (In thousands) 2020 2019 2020 2019 Stock-based compensation expense $ 2,013 $ 1,404 $ 5,375 $ 3,821 The following table details the activity of our time-based restricted stock and performance-based restricted stock units: Nine Months Ended September 30, 2020 Nine Months Ended September 30, 2019 (In thousands, except per share data) Shares Weighted Average Grant Date Fair Value Shares Weighted Average Grant Date Fair Value Outstanding at beginning of period 601 $ 21.16 398 $ 19.60 Granted 422 21.49 338 22.03 Vested (116) 21.08 (94) 19.44 Forfeited (25) 21.21 (12) 20.78 Canceled — — — — Outstanding at end of period 882 $ 21.32 630 $ 20.90 As of September 30, 2020, there was $11.5 million of unrecognized compensation cost related to non-vested stock-based compensation arrangements under the Plan. This cost is expected to be recognized over a weighted average period of 1.8 years. |
Segment Information
Segment Information | 9 Months Ended |
Sep. 30, 2020 | |
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 loan investments 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. The following table presents certain information with respect to our segments: Three Months Ended September 30, 2020 Three Months Ended September 30, 2019 (In thousands) Real Property Business Golf Course Business VICI Consolidated Real Property Business Golf Course Business VICI Consolidated Revenues $ 334,015 $ 5,638 $ 339,653 $ 216,914 $ 5,599 $ 222,513 Operating income 139,596 87 139,683 209,202 (822) 208,380 Interest expense (77,399) — (77,399) (68,531) — (68,531) Gain upon lease modification 333,352 — 333,352 — — — Income (loss) before income taxes 395,763 87 395,850 147,275 (736) 146,539 Income tax benefit (expense) 386 (18) 368 (187) 163 (24) Net income (loss) 396,149 69 396,218 147,088 (573) 146,515 Depreciation 31 879 910 3 997 1,000 Total assets $ 16,761,134 $ 90,696 $ 16,851,830 $ 12,481,892 $ 99,574 $ 12,581,466 Total liabilities $ 7,465,576 $ 16,715 $ 7,482,291 $ 4,491,307 $ 16,090 $ 4,507,397 Nine Months Ended September 30, 2020 Nine Months Ended September 30, 2019 (In thousands) Real Property Business Golf Course Business VICI Consolidated Real Property Business Golf Course Business VICI Consolidated Revenues $ 835,283 $ 17,273 $ 852,556 $ 636,040 $ 21,221 $ 657,261 Operating income 535,151 1,189 536,340 611,824 3,917 615,741 Interest expense (231,185) — (231,185) (176,936) — (176,936) Gain upon lease modification 333,352 — 333,352 — — — Loss on extinguishment of debt (39,059) — (39,059) — — — Income before income taxes 604,985 1,206 606,191 450,552 4,114 454,666 Income tax expense (128) (267) (395) (187) (911) (1,098) Net income 604,857 939 605,796 450,365 3,203 453,568 Depreciation 85 2,905 2,990 8 2,940 2,948 Total assets $ 16,761,134 $ 90,696 $ 16,851,830 $ 12,481,892 $ 99,574 $ 12,581,466 Total liabilities $ 7,465,576 $ 16,715 $ 7,482,291 $ 4,491,307 $ 16,090 $ 4,507,397 |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events We have evaluated subsequent events and, except for the Amended and Restated Omnibus Amendment on October 27, 2020 (as described in Note 4 - Property Transactions ) and the payment of dividends on October 8, 2020 (as described in Note 12 - Stockholders' Equity ), there were no other events relative to the Financial Statements that require additional disclosure. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2020 | |
Accounting Policies [Abstract] | |
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”). The consolidated financial statements, including the notes thereto, are unaudited and exclude some of the disclosures and information normally required in audited financial statements. We believe the disclosures made are adequate to prevent the information presented from being misleading. However, the accompanying unaudited consolidated financial statements and related notes should be read in conjunction with the audited financial statements and notes thereto included in our most recent Annual Report on Form 10-K and as updated from time to time in our other filings with the SEC. All adjustments (consisting of normal recurring accruals) considered necessary for a fair statement of results for the interim period have been included. |
Use of Estimates | 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. Operating results for the three and nine months ended September 30, 2020 are not necessarily indicative of the results that may be expected for the year ending December 31, 2020. |
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% 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. |
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 180 days and are accounted for as available for sale securities. |
Investments in Leases and Loans, net | Investments in Leases - Sales-type and Direct Financing, Net We account for our investments in leases under ASC 842 “Leases” (“ASC 842”). Upon lease inception or lease modification, we assess lease classification to determine whether the lease should be classified as a direct financing, sales-type or operating lease. As required by ASC 842, we separately assess the land and building components of the property to determine the classification of each component. If the lease component is determined to be a direct financing or sales-type lease, we record a net investment in the lease, which is equal to the sum of the lease receivable and the unguaranteed residual asset, discounted at the rate implicit in the lease. Any difference between the fair value of the asset and the net investment in the lease is considered selling profit or loss and is either recognized upon execution of the lease or deferred and recognized over the life of the lease, depending on the classification of the lease. Since we purchase properties and simultaneously enter into new leases directly with the tenants, the net investment in the lease is generally equal to the purchase price of the asset, and, due to the long term nature of our leases, the land and building components of an investment generally have the same lease classification. Upon adoption of ASC 842 on January 1, 2019, we made an accounting policy election to use a package of practical expedients that, among other things, allow us to not reassess prior lease classifications or initial direct costs for leases that existed as of the balance sheet date. As such, we did not reassess the classification of our Caesars Lease Agreements, as these leases existed prior to our adoption of ASC 842. Prior to the consummation of the Eldorado Transaction, the Caesars Lease Agreements continued to be accounted for as direct financing leases and were included within Investments in leases - sales-type and direct financing, net on the Balance Sheet, with the exception of the land component of Caesars Palace Las Vegas, which was determined to be an operating lease and was included in Investments in leases - operating on the Balance Sheet. The income recognition for our direct financing leases recognized under ASC 840 “Leases” (“ASC 840”) was consistent with the income recognition for our sales-type lease under ASC 842. Upon the consummation of the Eldorado Transaction on July 20, 2020, we modified the CPLV Lease Agreement, HLV Lease Agreement, Non-CPLV Lease Agreement and Joliet Lease Agreement, which included amending certain of the lease terms, and combining the CPLV Lease Agreement and HLV Lease Agreement into the Las Vegas Master Lease Agreement and replacing the Non-CPLV Lease Agreement with the Regional Master Lease Agreement. Upon modification, we reassessed the lease classification of the Las Vegas Master Lease Agreement, Regional Master Lease Agreement and Joliet Lease Agreement and determined the leases meet the definition of a sales-type lease, including the land component of Caesars Palace Las Vegas. Accordingly, we reclassified the land component of Caesars Palace Las Vegas from Investments in leases - operating to Investments in leases - sales-type and direct financing. Further, as a result of the reclassifications of the Caesars Lease Agreements from direct financing and operating leases to sales-type leases we recorded the investments at their estimated fair values as of the modification date and recognized a net gain equal to the difference in fair value of the assets and their carrying values immediately prior to the modification. Such gain is recognized in our Statement of Operations as Gain upon lease modification. Subsequent to the consummation of the Eldorado Transaction, we no longer have any leases classified as operating or direct financing and, as such, there is no longer any income recorded through Investments in leases - operating. Refer to Note 4 - Property Transactions for further discussion surrounding the lease modifications. We have determined that the land and building components of the Margaritaville Lease Agreement, the Greektown Lease Agreement, the Hard Rock Cincinnati Lease Agreement and the Century Portfolio Lease Agreement meet the definition of a sales-type lease under ASC 842. Investments in Leases - Financing Receivables, Net In accordance with ASC 842, for transactions in which we enter into a contract to acquire an asset and lease it back to the seller under a sales-type lease (i.e., a sale leaseback transaction), control of the asset is not considered to have transferred to us. As a result, we do not recognize the underlying asset but instead recognize a financial asset in accordance with ASC 310 “Receivables” (“ASC 310”). The accounting for the financing receivable under ASC 310 is materially consistent with the accounting for our investments in leases - sales-type under ASC 842. We determined that the land and building components of the JACK Cleveland/Thistledown Lease Agreement meet the definition of a sales-type lease and, since we purchased and leased the assets back to the seller under a sale leaseback transaction, control is not considered to have transferred to us under GAAP. Accordingly, the JACK Cleveland/Thistledown Lease Agreement is accounted for as Investments in leases - financing receivables on our Balance Sheet, net of allowance for credit losses, in accordance with ASC 310. Upon the consummation of the Eldor ado Transaction on July 20, 2020, and reassessment of the classification of the Caesars Lease Agreements, as described above, we determined that the MTA Properties Acquisitions (as defined in Note 4 - Property Transactions ) meet the definition of a separate contract under ASC 842. In accordance with this guidance, we are required to separately assess the lease classification apart from the other assets in the Regional Master Lease Agreement. We determined that the land and building components of the MTA Properties (as defined in Note 4 - Property Transactions ) meet the definition of a sales-type lease and, since we purchased and leased the assets back to Caesars, control is not considered to have transferred to us under GAAP. Accordingly, the MTA Properties are accounted for as Investments in leases - financing receivables on our Balance Sheet, net of allowance for credit losses, in accordance with ASC 310. Lease Term We assess the noncancelable lease term under ASC 842, which includes any reasonably assured renewal periods. All of our Lease Agreements provide for an initial term, with multiple tenant renewal options. We have individually assessed all of our Lease Agreements and concluded that the lease term includes all of the periods covered by extension options as it is reasonably certain our tenants will renew the Lease Agreements. We believe our tenants are economically compelled to renew the Lease Agreements due to the importance of our real estate to the operation of their business, the significant capital they have invested in our properties and the lack of suitable replacement assets. Investments in Loans, net Investments in loans are held-for-investment and are carried at historical cost, net of unamortized loan origination costs and fees and allowances for credit losses. Income is recognized on an effective interest basis at a constant rate of return over the life of the related loan. Income from Leases and Lease Financing Receivables We recognize the related income from our direct financing leases, sales-type leases and lease financing receivables 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, sales-type leases and lease financing receivables will not equal income from our Lease Agreements. Rather, a portion of the cash rent we receive is recorded as Income from sales-type and direct financing leases or Income from lease financing receivables and loans, as applicable, in our Statement of Operations and a portion is recorded as a change to Investments in leases - sales-type and direct financing, net or Investments in leases - financing receivables, net, as applicable. Under ASC 840, we determined that the land component of Caesars Palace Las Vegas was greater than 25% of the overall fair value of the combined land and building components. At lease inception, the land was determined to be an operating lease and we recorded the related income 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, was determined by applying the lessee’s incremental borrowing rate to the value of the land. Revenue from this lease was recorded as Income from operating leases in our Statement of Operations. Upon the consummation of the Eldorado Transaction on July 20, 2020, the land component of Caesars Palace Las Vegas was reassessed for lease classification and determined to be a sales-type lease. Accordingly, subsequent to July 20, 2020, the income is recognized as Income from sales-type leases. Initial direct costs incurred in connection with entering into investments classified as direct financing or sales-type leases are included in the balance of the net investment in lease. Such amounts will be recognized as a reduction to Income from investments in leases over the life of the lease using the effective interest method. Costs that would have been incurred regardless of whether the lease was signed, such as legal fees and certain other third-party fees, are expensed as incurred to Transaction and acquisition expenses in our Statement of Operations. In connection with the reassessment of the lease classification and mark to fair value of the Caesars Lease Agreements, any initial direct costs capitalized prior to the Eldorado Transaction were written off as part of the gain upon lease modification. Loan origination fees and costs incurred in connection with entering into investments classified as lease financing receivables are included in the balance of the net investment and such amounts will be recognized as a reduction to Income from investments in loans and lease financing receivables over the life of the lease using the effective interest method. |
Allowance for Credit Losses | Allowance for Credit Losses On January 1, 2020, we adopted ASC 326 “Credit Losses” (“ASC 326”), which requires that we measure and record current expected credit losses (“CECL”) for the majority of our investments, the scope of which includes our Investments in leases - sales-type and direct financing, Investments in leases - financing receivables and Investments in loans. We have elected to use a discounted cash flow model to estimate the Allowance for credit losses, or CECL allowance. This model requires us to develop cash flows which project estimated credit losses over the life of the lease or loan and discount these cash flows at the asset’s effective interest rate. We then record a CECL allowance equal to the difference between the amortized cost basis of the asset and the present value of the expected cash flows. Expected losses within our cash flows are determined by estimating the probability of default (“PD”) and loss given default (“LGD”) of our tenants and their parent guarantors over the life of each individual lease or financial asset. We have engaged a nationally recognized data analytics firm to assist us with estimating both the PD and LGD of our tenants and their parent guarantors. The PD and LGD are estimated during a reasonable and supportable period for which we believe we are able to estimate future economic conditions (the “R&S Period”) and a long-term period for which we revert to long-term historical averages (the “Long-term Period”). The PD and LGD estimates for the R&S Period are developed using the current financial condition of the tenant and applied to a projection of economic conditions over a two-year term. The PD and LGD for the Long-term Period are estimated using the average historical default rates and historical loss rates, respectively, of public companies over the past 35 years that have similar credit profiles or characteristics to our tenants and their parent guarantors. We were unable to use our historical data to estimate losses as we have no loss history to date. The CECL allowance is recorded as a reduction to our net Investments in leases - direct financing and sales type, Investments in leases - financing receivables and Investments in loans on our Balance Sheet. We are required to update our CECL allowance on a quarterly basis with the resulting change being recorded in the Statement of Operations for the relevant period. Finally, each time we make a new investment in an asset subject to ASC 326, we are required to record an initial CECL allowance for such asset, which will result in a non-cash charge to the Statement of Operations for the relevant period. We are required to estimate a CECL allowance related to contractual commitments to extend credit, such as future funding commitments under a revolving credit facility. The CECL allowance related to these future commitments is recorded as a component of Other liabilities on our Balance Sheet. Charge-offs are deducted from the allowance in the period in which they are deemed uncollectible. Recoveries previously written off are recorded when received. There were no charge-offs or recoveries for the three and nine months ended September 30, 2020. |
Impairment | Impairment We assess our investments in land and property and equipment used in operations for impairment under ASC 360 “Property, Plant and Equipment” (“ASC 360”) 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. |
Other income and other expenses | Other income and Other expenses Other income primarily represents sub-lease income related to certain ground and use leases, the cost of which is passed to our tenants through the Lease Agreements, which require the tenants to pay all costs associated with such ground and use leases and provides for their direct payment to the landlord. This income and the related expense are recorded on a gross basis in our Statement of Operations as required under GAAP as we are the primary obligor under the ground and use leases. |
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 loss 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. |
Concentrations of Credit Risk | Concentrations of Credit Risk Pre-Merger Caesars was the guarantor of all the lease payment obligations of the tenants under the respective leases of the properties that it leases from us, with the exception of Harrah’s Las Vegas, which was guaranteed by a subsidiary of Pre-Merger Caesars. In connection with the consummation of the Eldorado Transaction, Caesars replaced Pre-Merger Caesars as guarantor of all of the Caesars Lease Agreements. Revenue from the Caesars Lease Agreements represented 85% and 83% of our lease revenues for the three and nine months ended September 30, 2020, respectively, and 93% and 95% of our lease revenues for the three and nine months ended September 30, 2019, respectively. Additionally, our properties on the Las Vegas Strip generated approximately 31% and 27% of our lease revenue for the three and nine months ended September 30, 2020, respectively, and 33% and 34% of our lease revenue for the three and nine months ended September 30, 2019, respectively. Other than having a single tenant from which we derive and will continue to derive a substantial portion of our revenue and our concentration in the Las Vegas market, we do not believe there are any other significant concentrations of credit risk. |
Accounting Pronouncements Recently Adopted and Not Yet Adopted | Accounting Pronouncements Recently Adopted Accounting Standard Update (“ASU”) No. 2016-13 - Financial Instruments-Credit Losses (Topic 326) - June 2016 (as amended through February 2020) : This amended guidance changes how entities measure credit losses for most financial assets and certain other instruments, including sales-type and 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 credit losses. As a result of the guidance, we are required to estimate and record non-cash credit losses related to our Investments in leases - sales-type and direct financing, Investments in lease - financing receivables and loans and expand our credit quality disclosures. The new standard did not materially impact any of our other financial assets or instruments that we currently have on our Balance Sheet. We adopted the guidance on January 1, 2020 using the modified retrospective approach method of adoption. Under this method we recorded a cumulative-effect adjustment to our opening Balance Sheet as a reduction in our Investments in leases - sales-type and direct financing and a corresponding charge to retained (deficit) earnings. Such amount was determined by applying our methodology for estimating allowances for credit losses to our existing Investments in leases - sales-type and direct financing as of January 1, 2020, which resulted in a $309.4 million cumulative adjustment, representing a 2.88% credit allowance upon adoption. Periods prior to the adoption date that are presented for comparative purposes are not adjusted. Each time we enter into a new direct financing or sales-type lease, lease financing receivable or loan, we will be required to estimate a credit allowance which will result in a non-cash charge to the Statement of Operations and a corresponding reduction in our net investment in the asset. Finally, each reporting period we are required to update the estimated allowance for any estimated changes in the credit loss, with the resulting change being recorded on the Statement of Operations and a corresponding change in our net investment in the asset. Refer to Note 6 - Allowance for Credit Los ses for further information. Accounting Pronouncements Not Yet Adopted ASU No. 2020-04 - Reference Rate Reform (Topic 848) - March 2020 : |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Accounting Policies [Abstract] | |
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) September 30, 2020 September 30, 2019 Cash and cash equivalents $ 144,057 $ 431,423 Restricted cash — 32,087 Total cash, cash equivalents and restricted cash shown in the Statement of Cash Flows $ 144,057 $ 463,510 |
Real Estate Portfolio (Tables)
Real Estate Portfolio (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Real Estate [Abstract] | |
Schedule Real Estate Portfolio | The following is a summary of the balances of our real estate portfolio as of September 30, 2020 and December 31, 2019: (In thousands) September 30, 2020 December 31, 2019 Minimum lease payments receivable under sales-type and direct financing leases (1) $ 45,772,304 $ 31,460,712 Estimated residual values of leased property (not guaranteed) 3,366,990 2,525,469 Gross investment in sales-type and direct financing leases 49,139,294 33,986,181 Unamortized initial direct costs 23,931 42,819 Less: Unearned income (35,686,256) (23,294,755) Less: Allowance for credit losses (467,003) — Investments in leases - sales-type and direct financing, net 13,009,966 10,734,245 Investments in leases - operating (2) — 1,086,658 Investments in leases - financing receivables, net 2,600,228 — Total investments in leases, net 15,610,194 11,820,903 Investments in loans, net 533,713 — Land 158,190 94,711 Total Real estate portfolio $ 16,302,097 $ 11,915,614 ____________________ (1) Minimum lease payments do not include contingent rent, as discussed below, that may be received under the Lease Agreements. (2) Upon modification of the Caesars Lease Agreements, we reassessed the lease classification of the Las Vegas Master Lease Agreement, Regional Master Lease Agreement (excluding the MTA Properties) and Joliet Lease Agreement and determined that the leases meet the definition of a sales-type lease, including the land component of Caesars Palace Las Vegas. Accordingly, we reclassified the land component of Caesars Palace Las Vegas from Investments in leases - operating to Investments in leases - sales-type. |
Schedule of Components of Direct Financing and Operating Leases | The following table details the components of our income from direct financing, sales-type and operating leases and lease financing receivables: Three Months Ended Nine Months Ended (In thousands) 2020 2019 2020 2019 Income from sales-type and direct financing leases, excluding contingent rent (1) $ 270,188 $ 206,001 $ 718,192 $ 603,300 Income from operating leases (2) 3,638 10,913 25,464 32,740 Income from lease financing receivables (1) (3) 49,799 — 77,743 — Total revenue, excluding contingent rent 323,625 216,914 821,399 636,040 Contingent rent (1) 86 — 229 — Total lease revenue 323,711 216,914 821,628 636,040 Non-cash adjustment (4) (18,942) 2,494 (11,879) (2,295) Total contractual lease revenue $ 304,769 $ 219,408 $ 809,749 $ 633,745 ____________________ (1) At lease inception (or upon modification), we determine the minimum lease payments under ASC 842 (or ASC 840), which exclude amounts determined to be contingent rent. Contingent rent is generally amounts in excess of specified floors or the variable rent portion of our leases. The minimum lease payments are recognized on an effective interest basis at a constant rate of return over the life of the lease and the contingent rent portion of the lease payments are recognized as earned, both in accordance with ASC 842. As of September 30, 2020, we have only recognized contingent rent on our Margaritaville Lease Agreement in relation to the variable rent portion of the lease. Refer to the Lease Provisions section below for information regarding contingent rent on each lease. (2) Represents the 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 Regional Master Lease Agreement. Upon the consummation of the Eldorado Transaction on July 20, 2020, the land component of Caesars Palace Las Vegas and certain operating land parcels were reassessed for lease classification and were determined to be a sales-type lease. Accordingly, subsequent to July 20, 2020, such income is recognized as Income from sales-type leases. (3) Represents the MTA Properties and the JACK Cleveland/Thistledown Lease Agreement, both of which were sale leaseback transactions. In accordance with ASC 842, since the lease agreements were determined to meet the definition of a sales-type lease and control of the asset is not considered to have been transferred to us, such lease agreements are accounted for as financings under ASC 310. |
Schedule of Future Minimum Lease Payments for Operating and Capital Leases | At September 30, 2020, minimum lease payments owed to us for each of the five succeeding years under sales-type leases and our leases accounted for as financing receivables, are as follows: Minimum Lease Payments (1) (2) Investments in Leases (In thousands) Sales-Type Financing Receivables Total 2020 (remaining) $ 265,274 $ 55,355 $ 320,629 2021 1,062,556 222,581 1,285,137 2022 1,076,130 225,667 1,301,797 2023 1,094,986 229,516 1,324,502 2024 1,112,905 233,578 1,346,483 2025 1,127,023 235,980 1,363,003 Thereafter 40,033,430 8,185,952 48,219,382 Total $ 45,772,304 $ 9,388,629 $ 55,160,933 Weighted Average Lease Term (2) 34.7 34.7 34.7 ____________________ (1) Minimum lease payments do not include contingent rent, as discussed below, that may be received under the Lease Agreements. |
Schedule of Lease Agreements | The following is a summary of the material lease provisions of our Caesars Lease Agreements (both prior and subsequent to the modifications that occurred on July 20, 2020 as a result of the consummation of the Eldorado Transaction): ($ In thousands) Non-CPLV Lease Agreement and Joliet Lease Agreement Regional Master Lease Agreement and Joliet Lease Agreement CPLV Lease Agreement HLV Lease Agreement Las Vegas Master Lease Agreement Lease Provision (1) Prior to Amendment As Amended Prior to Amendment Prior to Amendment As Amended Initial Term (2) 15 years 18 years 15 years 15 years 18 years Initial Term maturity (2) 10/31/2032 7/31/2035 10/31/2032 12/31/2032 7/31/2035 Renewal Terms Four, five Four, five Four, five Four, five Four, five Current annual rent (3) $508,534 $662,534 $207,745 $89,157 $395,401 Escalator (4) Lease years 2-5 - 1.5% Lease years 6-15 - Consumer price index (“CPI”) subject to 2% floor Lease years 2-5 - 1.5% Lease years 6-end of term - CPI subject to 2.0% floor > 2% / Change in CPI Lease years 2-5 - 1% Lease years 6-15 - > 2% floor / change in CPI > 2% / change in CPI EBITDAR to Rent Ratio floor (5) 1.2x commencing lease year 8 None 1.7x commencing lease year 8 1.6x commencing lease year 6 None Variable Rent adjustment Year 8 : 70% base rent / 30% variable rent Year 11 : 80% base rent / 20% variable rent Year 8 : 70% base rent / 30% variable rent Years 11 & 16 : 80% base rent / 20% variable rent Years 8 & 11 : 80% base rent / 20% variable rent Year 8 & 11 : 80% base rent / 20% variable rent Years 8, 11 & 16 : 80% base rent / 20% variable rent Variable Rent adjustment calculation (6) 4% of revenue increase/decrease: Year 8 : Avg. of years 5-7 less avg. of years 0-2 Year 11 : Avg. of years 8-10 less avg. of years 5-7 4% of revenue increase/decrease: Year 8 : Avg. of years 5-7 less avg. of years 0-2 Year 11 : Avg. of years 8-10 less avg. of years 5-7 Year 16 : Avg. of years 13-15 less avg. of years 8-10 4% of revenue increase/decrease: Year 8 : Avg. of years 5-7 less avg. of years 0-2 Year 11 : Avg. of years 8-10 less avg. of years 5-7 4% of revenue increase/decrease: Year 8 : Avg. of years 5-7 less avg. of years 0-2 Year 11 : Avg. of years 8-10 less avg. of years 5-7 4% of revenue increase/decrease: Year 8 : Avg. of years 5-7 less avg. of years 0-2 Year 11 : Avg. of years 8-10 less avg. of years 5-7 Year 16 : Avg. of years 13-15 less avg. of years 8-10 ____________________ (1) All capitalized terms used without definition herein have the meanings detailed in the applicable Caesars Lease Agreements. (2) Upon the consummation of the Eldorado Transaction, the Caesars Lease Agreements were extended such that each lease has a full 15-year initial term. (3) Prior to amendment, with respect to the Non-CPLV Lease Agreement, Joliet Lease Agreement and CPLV Lease Agreement, the amount represents the annual base rent payable for the then current lease year, which was the period from November 1, 2019 through October 31, 2020. In relation to the HLV Lease Agreement, prior to its termination and the inclusion of the Harrah’s Las Vegas and Caesars Palace Las Vegas assets in the Las Vegas Master Lease Agreement, the amount represents annual base rent payable for the then current lease year, which was the period from January 1, 2020 through December 31, 2020. Subsequent to the consummation of the Eldorado Transaction and the amendments in connection therewith, (i) with respect to the Regional Master Lease Agreement, the amounts represent the current annual base rent payable for the current lease year, inclusive of the additional rent associated with the MTA Properties and (ii) with respect to the Las Vegas Master Lease Agreement, the amounts represent the current annual base rent payable for the current lease year, inclusive of the CPLV Additional Rent Acquisition and HLV Additional Rent Acquisition. (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 three months ended September 30, 2020 and 2019. (5) The coverage floors, which coverage floors would have served to reduce the rent escalators under the Caesars Lease Agreements in the event that the “EBITDAR to Rent Ratio” coverage was below the stated floor, were removed upon execution of the amendments to the Caesars Lease Agreements upon the consummation of the Eldorado Transaction. (6) Variable Rent is not subject to the Escalator. The following is a summary of the material lease provisions of our Penn National Lease Agreements: ($ In thousands) Lease Provision Margaritaville Lease Agreement Greektown Lease Agreement Initial term 15 years 15 years Initial term maturity 1/31/2034 5/23/2034 Renewal terms Four, five Four, five Current annual rent (1) $23,544 $55,556 Escalation commencement (2) Lease year two Lease year four Escalation 2% of Building base rent, subject to the net revenue to rent ratio floor 2% of Building base rent, subject to the net revenue to rent ratio floor Performance to rent ratio floor (2) 6.1x net revenue commencing lease year two Net revenue ratio to be mutually agreed upon prior to the commencement of lease year four Percentage rent (3) $3,000 (fixed for lease year one and two) $6,384 (fixed for lease year one and two) Percentage rent reset Lease year three and each and every other lease year thereafter 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) 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 relation to the Margaritaville Lease Agreement, the amount represents current annual base rent payable for the current lease year, which is the period from February 1, 2020 through January 31, 2021. In relation to the Greektown Lease Agreement, the amount represents current annual base rent payable for the current lease year, which is the period from June 1, 2020 through May 31, 2021. (2) In the event that the net revenue to rent ratio coverage, as applicable, is below the stated floor, the escalation will be reduced to such amount to achieve the stated net revenue to rent ratio coverage, as applicable, provided that the amount shall never result in a decrease to the prior year’s rent. In relation to the Greektown Lease Agreement, in May 2020, the lease was adjusted to remove the escalation for lease years 2 and 3 and to provide for a net revenue to rent ratio coverage floor to be mutually agreed upon by both parties prior to the commencement of lease year four. (3) Percentage rent is subject to the percentage rent multiplier. After the percentage rent reset in lease year three, any amounts related to percentage rent are considered contingent rent in accordance with GAAP. During the three and nine months ended September 30, 2020, we recognized approximately $0.1 million and $0.2 million, respectively, in contingent rent in relation to the Margaritaville Lease Agreement escalation. No such rent has been recognized for the three and nine months ended September 30, 2019. In relation to the Greektown Lease Agreement, no such rent has been recognized for the three and nine months ended September 30, 2020 and 2019. The following is a summary of the material lease provisions of our Hard Rock Cincinnati Lease Agreement: ($ In thousands) Lease Provision Term Initial term 15 years Initial term maturity 9/30/2034 Renewal terms Four, five Current base rent (1) $43,391 Escalator commencement Lease year two Escalator (2) Lease years 2-4 - 1.5% Lease years 5-15 - The greater of 2% or the change in CPI unless the change in CPI is less than 0.5%, in which case there is no escalation in rent for such lease year Variable rent commencement/reset Lease year 8 Variable rent split (3) 80% base rent and 20% variable rent Variable rent percentage (3) 4% ____________________ (1) The amount represents the current annual base rent payable for the current lease year, which is the period from October 1, 2020 through September 30, 2021. (2) Any amounts representing rents in excess of the CPI floors specified above are considered contingent rent in accordance with GAAP. No such rent has been recognized for the three and nine months ended September 30, 2020 and 2019. (3) Variable rent is not subject to the escalator and is calculated as an increase or decrease of the average of net revenues for lease years 5 through 7 compared to the average net revenue for lease years 1 through 3, multiplied by the Variable rent percentage. The following is a summary of the material lease provisions of our Century Portfolio Lease Agreement: ($ In thousands) Lease Provision Term Initial term 15 years Initial term maturity 12/31/2034 Renewal terms Four, five Current annual rent (1) $25,000 Escalator commencement Lease year two Escalator (2) Lease years 2-3 - 1.0% Lease years 4-15 - The greater of 1.25% or the change in CPI Net revenue to rent ratio floor 7.5x commencing lease year six - if the coverage ratio is below the stated amount the escalator will be reduced to 0.75% Variable rent commencement/reset Lease year 8 and 11 Variable rent split (3) 80% Base Rent and 20% Variable Rent Variable rent percentage (3) 4% ____________________ (1) The amount represents the current annual base rent payable for the current lease year, which is the period from December 6, 2019 through December 31, 2020. (2) Any amounts representing rents in excess of the CPI floors specified above are considered contingent rent in accordance with GAAP. No such rent has been recognized for the three and nine months ended September 30, 2020 and 2019. (3) Variable rent is not subject to the escalator and is calculated for lease year 8 as an increase or decrease of the average of net revenues for lease years 5 through 7 compared to the average net revenue for lease years 1 through 3 and for lease year 11 as an increase or decrease of the average of net revenues for lease years 8 through 10 compared to the average net revenue for lease years 5 through 7, in each case multiplied by the Variable rent percentage. The following is a summary of the material lease provisions of our JACK Cleveland/Thistledown Lease Agreement, as amended on July 16, 2020: ($ In thousands) Lease Provision Term Initial term 20 years Initial term maturity 1/31/2040 Renewal terms Three, five Current annual rent (1) $65,880 Escalator commencement Lease year three Escalator (2) Lease years 3-4 - 1.0% Lease years 5-7 - 1.5% Lease years 8-15 - The greater of 1.5% or the change in CPI capped at 2.5% Net revenue to rent ratio floor 4.9x in any lease year (commencing in lease year 6) - if the coverage ratio is below the stated amount, there is no escalation in rent for such lease year Variable rent commencement/reset Lease year 8, 11 and 16 Variable rent split (3) 80% Base Rent and 20% Variable Rent Variable rent percentage (3) 4% ____________________ (1) The amount represents the current annual base rent payable for the current lease year, which is the period from January 24, 2020 through January 31, 2021. (2) 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 three and nine months ended September 30, 2020 and 2019. (3) Variable rent is not subject to the escalator and is calculated (i) for lease year 8 as an increase or decrease of the average of net revenues for lease years 5 through 7 compared to the average net revenue for lease years 1 through 3, (ii) for lease year 11 as an increase or decrease of the average of net revenues for lease years 8 through 10 compared to the average net revenue for lease years 5 through 7, and (iii) for lease year 16 as an increase or decrease of the average of net revenues for lease years 13 through 15 compared to the average net revenue for lease years 8 through 10, in each case multiplied by the Variable rent percentage. |
Schedule Of Capital Expenditure Requirements Under Lease Agreements | The following table summarizes the capital expenditure requirements of the respective tenants under the Caesars Lease Agreements, as amended following (i) the consummation of the Eldorado Transaction, which amendments increased the existing capital expenditure requirements in proportion to the overall increase in the tenant’s net revenue arising from the MTA Properties and (ii) the sale of Harrah’s Reno: Provision Regional Master Lease Agreement and Joliet Lease Agreement Las Vegas Master Lease Agreement Yearly minimum expenditure 1% of net revenues (1) 1% of net revenues for CPLV (commencing in 2022 with respect to HLV) (1) Rolling three-year minimum (2) $328 million $84 million Initial minimum capital expenditure N/A $171 million (2017 - 2021) (with respect solely to HLV) ____________________ (1) The lease agreements require a $119.3 million floor on annual capital expenditures for CPLV, Joliet and the Regional Master Lease Agreement properties in the aggregate. Additionally, annual building & improvement capital improvements must be equal to or greater than 1% of prior year net revenues. (2) CEOC is required to spend $421.9 million on capital expenditures (excluding gaming equipment) over a rolling three-year period, with $327.8 million allocated to the regional assets, $84.0 million allocated to Caesars Palace Las Vegas and the remaining balance of $10.1 million to facilities covered by any Formation Lease Agreement in such proportion as CEOC may elect. Additionally, CEOC is required to expend a minimum of $590.3 million on capital expenditures (including gaming equipment) across certain of its affiliates and other assets, together with the $421.9 million requirement. The following table summarizes the capital expenditure requirements of the respective tenants under the Penn National Lease Agreements, Hard Rock Cincinnati Lease Agreement, Century Portfolio Lease Agreement and JACK Cleveland/Thistledown Lease Agreement: Provision Penn National Lease Agreements Hard Rock Cincinnati Lease Agreement Century Portfolio Lease Agreement JACK Cleveland/Thistledown Lease Agreement Yearly minimum expenditure 1% of net revenues based on rolling four 1% of net revenues 1% of net gaming revenues (1) Initial minimum of $30 million (2) Thereafter - 1% of net revenues on a rolling three ____________________ (1) Minimum of 1% of net gaming revenue on a rolling three-year basis for each individual facility and 1% of net gaming revenues per fiscal year for the facilities collectively. In May 2020, in connection with the ongoing COVID-19 pandemic and its impact on operations and financial performance, we agreed to waive Century’s capital expenditure requirements for 2020 and defer to not later than December 31, 2021 certain other expenditures contemplated in connection with the underwriting of the acquired casino properties, conditioned upon (i) Century’s timely payment of rent obligations under the Century Portfolio Lease Agreement during the compliance period set forth in the amendment and (ii) no tenant event of default occurring under the Century Portfolio Lease Agreement during the compliance period set forth in the amendment. If Century fails to satisfy any of the foregoing conditions, Century will be required to satisfy the capital expenditure obligations set forth in the Century Portfolio Lease Agreement or, in certain cases, to deposit amounts in respect thereof into a capital expenditure reserve for expenditure in accordance with the amendment. (2) Initial minimum required to be spent from the period commencing April 1, 2019 through December 31, 2022, which includes $18.0 million to be advanced by us and expended by JACK Entertainment for the construction of the new gaming patio amenity at JACK Thistledown Racino. |
Summary of Investments In Loans | The following is a summary of our investments in loans as of September 30, 2020: ($ In thousands) Investment Name Loan Type Principal Balance Carrying Value (1) Future Funding Commitments (2) Interest Rate (3) Final Maturity (4) Forum Convention Center Mortgage Loan Senior Secured $ 400,000 $ 399,173 $ — 7.7 % 9/18/2025 Chelsea Piers Mortgage Loan Senior Secured 65,000 64,949 15,000 7.0 % 8/31/2027 Amended and Restated ROV Loan ROV Term Loan Senior Secured 70,000 69,591 — 9.0 % 1/24/2027 ROV Credit Facility Senior Secured — — 25,000 L + 2.75% 1/24/2027 Total $ 535,000 $ 533,713 $ 40,000 7.8 % ____________________ (1) Carrying value is net of unamortized loan origination costs and allowance for credit losses. (2) Our future funding commitments are subject to our borrowers' compliance with the financial covenants and other applicable provisions of each respective loan agreement. (3) Represents current interest rate per annum. The interest rate of the Forum Convention Center Mortgage Loan is subject to 2.0% annual escalation (resulting in a year two interest rate of 7.854%). (4) Final maturity assumes all extension options are exercised; however, our loans may be repaid, subject to certain conditions, prior to such date. |
Allowance for Credit Losses (Ta
Allowance for Credit Losses (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Credit Loss [Abstract] | |
Net Investment in Lease, Allowance for Credit Loss | The following tables detail the allowance for credit losses included as a component in our Investments in leases - sales-type and direct financing, Investments in leases - financing receivables and Investments in loans as of September 30, 2020 and January 1, 2020, the date of adoption: September 30, 2020 (In thousands) Amortized Cost Allowance Net Investment Allowance as a % of Amortized Cost Investments in leases - sales-type and direct financing $ 13,476,969 $ (467,003) $ 13,009,966 3.47 % Investments in leases - financing receivables 2,693,257 (93,029) 2,600,228 3.45 % Investments in loans 536,874 (3,161) 533,713 0.59 % Other assets - sales-type sub-leases 284,558 (7,249) 277,309 2.55 % Totals $ 16,991,658 $ (570,442) $ 16,421,216 3.36 % January 1, 2020 (In thousands) Amortized Cost Allowance Net Investment Allowance as a % of Amortized Cost Investments in leases - sales-type and direct financing $ 10,734,245 $ (309,362) $ 10,424,883 2.88 % Investments in leases - financing receivables — — — — % Investments in loans — — — — % Totals $ 10,734,245 $ (309,362) $ 10,424,883 2.88 % The following chart reflects the roll-forward of the allowance for credit losses on our real estate portfolio for the nine months ended September 30, 2020: (In thousands) Nine Months Ended September 30, 2020 Beginning Balance December 31, 2019 $ — Initial allowance upon adoption 309,362 Initial allowance from current period investments 228,919 Current period change in credit allowance 32,161 Charge-offs — Recoveries — Ending Balance September 30, 2020 $ 570,442 |
Financing Receivable Credit Quality Indicators | The following tables detail the amortized cost basis of our investments by the credit quality indicator we assigned to each lease or loan guarantor as of September 30, 2020 and January 1, 2020, the date of adoption: September 30, 2020 (In thousands) Ba2 Ba3 B1 B2 B3 N/A (1) Total Investments in leases - direct financing, sales-type and financing receivable, Investments in loans and Other assets $ — $ — $ 15,724,024 $ 921,511 $ 281,123 $ 65,000 $ 16,991,658 January 1, 2020 (In thousands) Ba2 Ba3 B1 B2 B3 N/A (1) Total Investments in leases - direct financing, sales-type and financing receivable, Investments in loans $ 1,527,776 $ — $ 8,926,229 $ 280,240 $ — $ — $ 10,734,245 ____________________ |
Other Assets and Other Liabil_2
Other Assets and Other Liabilities (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Other Liabilities [Abstract] | |
Schedule of Other Assets | The following table details the components of our other assets as of September 30, 2020 and December 31, 2019: (In thousands) September 30, 2020 December 31, 2019 Sales-type sub-leases $ 277,308 $ 8,688 Property and equipment used in operations, net 69,704 70,406 Right of use assets 17,671 17,738 Debt financing costs 9,542 14,575 Tenant receivables 4,106 — Deferred acquisition costs 2,391 11,134 Other receivables 1,233 60,111 Prepaid expenses 1,217 3,252 Interest receivable 33 1,626 Other 2,498 1,108 Total other assets $ 385,703 $ 188,638 |
Schedule of Property and Equipment Used in Operations, Net | Property and equipment used in operations, included within other assets, is primarily attributable to the land, building and improvements of our golf operations and consists of the following as of September 30, 2020 and December 31, 2019: (In thousands) September 30, 2020 December 31, 2019 Land and land improvements $ 59,115 $ 59,346 Buildings and improvements 14,697 14,805 Furniture and equipment 6,779 4,523 Total property and equipment used in operations 80,591 78,674 Less: accumulated depreciation (10,887) (8,268) Total property and equipment used in operations, net $ 69,704 $ 70,406 Three Months Ended Nine Months Ended (In thousands) 2020 2019 2020 2019 Depreciation expense $ 910 $ 1,000 $ 2,990 $ 2,948 |
Schedule of Other Liabilities | The following table details the components of our other liabilities as of September 30, 2020 and December 31, 2019: (In thousands) September 30, 2020 December 31, 2019 Finance sub-lease liabilities $ 284,558 $ 8,688 Derivative liability 104,258 65,078 Lease liabilities 17,671 17,738 Other accrued expenses 6,457 21,023 Accrued payroll and other compensation 5,730 7,369 Deferred income taxes 3,464 3,382 Accounts payable 324 640 Total other liabilities $ 422,462 $ 123,918 |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | The following tables detail our debt obligations as of September 30, 2020 and December 31, 2019: ($ In thousands) September 30, 2020 Description of Debt Final Interest Rate Face Value Carrying Value (1) VICI PropCo Senior Secured Credit Facilities Revolving Credit Facility (2) 2024 L + 2.00% $ — $ — Term Loan B Facility (3) 2024 L + 1.75% 2,100,000 2,079,760 Senior Unsecured Notes (4) 2025 Notes 2025 3.500% 750,000 739,749 2026 Notes 2026 4.250% 1,250,000 1,232,405 2027 Notes 2027 3.750% 750,000 739,316 2029 Notes 2029 4.625% 1,000,000 985,330 2030 Notes 2030 4.125% 1,000,000 985,272 Total Debt $ 6,850,000 $ 6,761,832 ($ In thousands) December 31, 2019 Description of Debt Final Interest Rate Face Value Carrying Value (1) VICI PropCo Senior Secured Credit Facilities Revolving Credit Facility (2) 2024 L + 2.00% $ — $ — Term Loan B Facility (3) 2024 L + 2.00% 2,100,000 2,076,962 Second Lien Notes (5) 2023 8.00% 498,480 498,480 Senior Unsecured Notes (4) 2026 Notes 2026 4.250% 1,250,000 1,231,227 2029 Notes 2029 4.625% 1,000,000 984,894 Total Debt $ 4,848,480 $ 4,791,563 ____________________ (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. On May 15, 2019, we amended our Revolving Credit Facility to, among other things, increase borrowing capacity by $600.0 million to a total of $1.0 billion and extend the maturity date to May 2024. After giving effect to the amendments executed on May 15, 2019, borrowings under the Revolving Credit Facility will bear interest at a rate based on a leverage-based pricing grid with a range of 1.75% to 2.00% over LIBOR, or between 0.75% and 1.00% over the base rate depending on our total net debt to adjusted total assets ratio. Additionally, after giving effect to the amendments executed on May 15, 2019, the commitment fee under the Revolving Credit Facility is calculated on a leverage-based pricing grid with a range of 0.375% to 0.5%, in each case depending on our total net debt to adjusted total assets ratio. For the three and nine months ended September 30, 2020, the commitment fee was 0.375%. (3) Interest on any outstanding balance is payable monthly. In connection with the repricing of the Term Loan B Facility in January 2020, the interest rate was decreased to LIBOR plus 1.75%. As of September 30, 2020 and December 31, 2019, we had six interest rate swap agreements outstanding with third-party financial institutions having an aggregate notional amount of $2.0 billion at a blended LIBOR rate of 2.7173%. (4) Interest is payable semi-annually. |
Schedule of Contractual Obligation, Fiscal Year Maturity Schedule | The following table is a schedule of future minimum payments of our debt obligations as of September 30, 2020: (In thousands) Future Minimum Payments 2020 (remaining) $ — 2021 — 2022 10,000 2023 22,000 2024 2,068,000 2025 750,000 Thereafter 4,000,000 Total minimum repayments $ 6,850,000 |
Derivatives (Tables)
Derivatives (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Derivatives | The following tables detail our outstanding interest rate derivatives that were designated as cash flow hedges of interest rate risk as of September 30, 2020 and December 31, 2019: ($ In thousands) September 30, 2020 Instrument Number of Instruments Fixed Rate Notional Index Maturity Interest Rate Swaps 4 2.8297% $ 1,500,000 USD LIBOR April 22, 2023 Interest Rate Swaps 2 2.3802% $ 500,000 USD LIBOR January 22, 2021 ($ In thousands) December 31, 2019 Instrument Number of Instruments Fixed Rate Notional Index Maturity Interest Rate Swaps 4 2.8297% $ 1,500,000 USD LIBOR April 22, 2023 Interest Rate Swaps 2 2.3802% $ 500,000 USD LIBOR January 22, 2021 Three Months Ended Nine Months Ended (In thousands) 2020 2019 2020 2019 Unrealized gain (loss) recorded in other comprehensive income $ 13,007 $ (7,113) $ (39,180) $ (54,992) Interest recorded in interest expense $ 12,970 $ 2,386 $ 29,664 $ 4,816 |
Fair Value (Tables)
Fair Value (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value, Net Derivative Measured on Recurring Basis, Unobservable Input Reconciliation | The following tables summarize our assets and liabilities measured at fair value on a recurring basis as of September 30, 2020 and December 31, 2019: September 30, 2020 (In thousands) Fair Value Carrying Amount Level 1 Level 2 Level 3 Financial assets: Short-term investments (1) $ 19,973 $ — $ 19,973 $ — Financial liabilities: Derivative instruments - interest rate swaps (2) $ 104,258 $ — $ 104,258 $ — December 31, 2019 (In thousands) Fair Value Carrying Amount Level 1 Level 2 Level 3 Financial assets: Short-term investments (1) $ 59,474 $ — $ 59,474 $ — Financial liabilities: Derivative instruments - interest rate swaps (2) $ 65,078 $ — $ 65,078 $ — ___________________ (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. |
Schedule Of Estimated Fair Value | The estimated fair values of our financial instruments as of September 30, 2020 and December 31, 2019 for which fair value is only disclosed are as follows: September 30, 2020 December 31, 2019 (In thousands) Carrying Amount Fair Value Carrying Amount Fair Value Financial assets: Investments in leases - financing receivables (1) $ 2,600,228 $ 2,666,800 $ — $ — Investments in loans (1) 533,713 536,521 — — Cash and cash equivalents 144,057 144,057 1,101,893 1,101,893 Financial liabilities: Debt (2) Revolving Credit Facility $ — $ — $ — $ — Term Loan B Facility 2,079,760 2,023,875 2,076,962 2,110,500 Second Lien Notes — — 498,480 538,358 2025 Notes 739,749 745,313 — — 2026 Notes 1,232,405 1,257,813 1,231,227 1,287,500 2027 Notes 739,316 737,813 — — 2029 Notes 985,330 1,017,500 984,894 1,045,000 2030 Notes 985,272 988,750 — — ____________________ (1) These investments represent the (i) JACK Cleveland/Thistledown Lease Agreement and the MTA Properties, and (ii) the Amended and Restated ROV Loan, the Chelsea Piers Mortgage Loan and the Forum Convention Center Mortgage Loan, all of which were made during the nine months ended September 30, 2020. Given the proximity of the date of our investment to the date of the financial statements, we determined that the fair value materially approximates the purchase price of the acquisition of these financial assets. (2) The fair value of our debt instruments was estimated using quoted prices for identical or similar liabilities in markets that are not active and, as such, these fair value measurements are considered Level 2 of the fair value hierarchy. |
Summary of Assets Measured at Fair Value On a Non-recurring Basis | The following table summarizes our assets measured at fair value on a non-recurring basis in relation to the gain upon modification of the Caesars Lease Agreements as of the modification date during the three months ended September 30, 2020: July 20, 2020 (In thousands) Fair Value Carrying Amount Level 1 Level 2 Level 3 Financial assets: Investments in sales-type leases - Caesars Lease Agreements (1) $ 10,228,465 $ — $ — $ 10,228,465 Investments in sales-type leases - assets subject to sales agreements (2) $ 24,266 $ — $ 24,266 $ — ____________________ (1) The fair value measurement of the Caesars Lease Agreements excludes the MTA Properties Acquisitions, HLV Additional Rent Acquisition and CPLV Additional Rent Acquisition as these transactions occurred in connection with the Eldorado Transaction and the investments are measured at historical cost. (2) Represents the Bally’s Atlantic City and Louisiana Downs assets, which are each currently subject to sales agreements. The fair value of these investments is based on the contract price and represents a Level 2 measurement as defined in ASC 820. |
Summary of Significant Unobservable Inputs Used Non-recurring Level 3 Fair Value Measurements | The following table summarizes the significant unobservable inputs used in non-recurring Level 3 fair value measurements: (In thousands) Significant Assumptions Asset Type Fair Value (1) Valuation Technique Range Weighted Average (2) Investment in sales-type lease - Casinos $ 10,228,465 Rent Multiple 9.75x - 15.50x 13.0x ____________________ (1) The fair value measurement of the Caesars Lease Agreements excludes the MTA Properties Acquisitions, HLV Additional Rent Acquisition and CPLV Additional Rent Acquisition as these transactions occurred in connection with the Eldorado Transaction and the investments are measured at historical cost. |
Commitments and Contingent Li_2
Commitments and Contingent Liabilities (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Summary of Lease Cost | Total rental expense, included in golf operations and general and administrative expenses in our Statement of Operations and contractual rent expense under these agreements were as follows: Three Months Ended Nine Months Ended (In thousands) 2020 2019 2020 2019 Rent expense $ 503 $ 421 $ 1,506 $ 1,200 Contractual rent $ 465 $ 318 $ 1,133 $ 953 Total rental income and rental expense, included in Other income and Other expenses, respectively, in our Statement of Operations and contractual rent expense under these agreements were as follows: Three Months Ended Nine Months Ended (In thousands) 2020 2019 2020 2019 Rental income and expense (1) $ 5,699 $ 139 $ 5,976 $ 271 Contractual rent $ 11,838 $ 154 $ 12,146 $ 298 ____________________ (1) For the three and nine months ended September 30, 2020, these amounts are presented gross in Other income with an offsetting amount in Other expenses within the Statement of Operations. For the three and nine months ended September 30, 2019, we recorded such amounts as a component of General and administrative expenses on a net basis as these charges were not material to the Statement of Operations. |
Schedule of Future Minimum Rental Payments for Operating Leases | The future minimum lease commitments relating to the base lease rent portion of noncancelable operating leases at September 30, 2020 are as follows: (In thousands) Lease Commitments 2020 (remaining) $ 467 2021 1,851 2022 1,808 2023 1,827 2024 1,847 2025 1,908 Thereafter 19,074 Total minimum lease commitments $ 28,782 Discounting factor 11,111 Lease liability $ 17,671 |
Schedule of Assets And Liabilities, Lessor | The following table details the balance and location in our Balance Sheet of the ground and use leases as of September 30, 2020 and December 31, 2019, which is primarily comprised of the HNO Ground Lease: (In thousands) September 30, 2020 December 31, 2019 Others assets (sales-type sub-lease) $ 277,308 $ 8,688 Other liabilities (finance sub-lease liability) 284,558 8,688 |
Schedule of Finance Lease, Liability, Maturity | The future minimum lease commitments relating to the ground and use leases at September 30, 2020 are as follows: (In thousands) Lease Commitments 2020 (remaining) $ 5,838 2021 26,350 2022 26,350 2023 23,350 2024 23,350 2025 23,350 Thereafter 765,079 Total minimum lease commitments $ 893,666 Discounting factor 609,108 Finance sub-lease liability $ 284,558 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Equity [Abstract] | |
Schedule Of Common Stock Shares Outstanding | The following table details the issuance of outstanding shares of common stock, including restricted common stock: Nine Months Ended September 30, Common Stock Outstanding 2020 2019 Beginning Balance January 1, (1) 461,004,742 404,729,616 Issuance of common stock in primary follow-on offerings — 50,000,000 Issuance of common stock upon physical settlement of forward sale agreements (1) 68,000,000 — Issuance of common stock under the at-the-market offering program 7,500,000 6,107,633 Issuance of restricted and unrestricted common stock under the stock incentive program, net of forfeitures (2) 164,037 168,496 Ending Balance September 30, 536,668,779 461,005,745 ____________________ (1) Excludes the 26,900,000 remaining shares subject to the June 2020 Forward Sale Agreement as such shares are not yet settled. |
Schedule of Dividends Declared | Dividends declared (on a per share basis) during the nine months ended September 30, 2020 and 2019 were as follows: Nine Months Ended September 30, 2020 Declaration Date Record Date Payment Date Period Dividend March 12, 2020 March 31, 2020 April 9, 2020 January 1, 2020 - March 31, 2020 $ 0.2975 June 11, 2020 June 30, 2020 July 10, 2020 April 1, 2020 - June 30, 2020 $ 0.2975 September 10, 2020 September 30, 2020 October 8, 2020 July 1, 2020 - September 30, 2020 $ 0.3300 Nine Months Ended September 30, 2019 Declaration Date Record Date Payment Date Period Dividend March 14, 2019 March 29, 2019 April 11, 2019 January 1, 2019 - March 31, 2019 $ 0.2875 June 13, 2019 June 28, 2019 July 12, 2019 April 1, 2019 - June 30, 2019 $ 0.2875 September 12, 2019 September 27, 2019 October 10, 2019 July 1, 2019 - September 30, 2019 $ 0.2975 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Earnings Per Share [Abstract] | |
Schedule of Weighted Average Earnings Per Share | The following tables reconcile the weighted-average shares of common stock outstanding used in the calculation of basic earnings per share to the weighted-average shares of common stock outstanding used in the calculation of diluted earnings per share: Three Months Ended Nine Months Ended (In thousands) 2020 2019 2020 2019 Determination of shares: Weighted-average shares of common stock outstanding 533,408 460,666 496,003 426,438 Assumed conversion of restricted stock (1) 501 370 323 263 Assumed settlement of forward sale agreements 2,271 4,735 3,656 1,665 Diluted weighted-average shares of common stock outstanding 536,180 465,772 499,982 428,366 ____________________ (1) For the three and nine months ended September 30, 2020, certain unvested restricted shares and unvested performance-based restricted shares were excluded from the computation of diluted EPS because the effect of doing so was anti-dilutive. Three Months Ended Nine Months Ended (In thousands, except per share data) 2020 2019 2020 2019 Basic: Net income attributable to common stockholders $ 398,274 $ 144,435 $ 603,664 $ 447,333 Weighted-average shares of common stock outstanding 533,408 460,666 496,003 426,438 Basic EPS $ 0.75 $ 0.31 $ 1.22 $ 1.05 Diluted: Net income attributable to common stockholders $ 398,274 $ 144,435 $ 603,664 $ 447,333 Diluted weighted-average shares of common stock outstanding 536,180 465,772 499,982 428,366 Diluted EPS $ 0.74 $ 0.31 $ 1.21 $ 1.04 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of Allocated Share-based Compensation Expense | The following table details the stock-based compensation expense recorded as General and administrative expense in the Statement of Operations: Three Months Ended Nine Months Ended (In thousands) 2020 2019 2020 2019 Stock-based compensation expense $ 2,013 $ 1,404 $ 5,375 $ 3,821 |
Schedule of Share-based Compensation Arrangements by Share-based Payment Award | The following table details the activity of our time-based restricted stock and performance-based restricted stock units: Nine Months Ended September 30, 2020 Nine Months Ended September 30, 2019 (In thousands, except per share data) Shares Weighted Average Grant Date Fair Value Shares Weighted Average Grant Date Fair Value Outstanding at beginning of period 601 $ 21.16 398 $ 19.60 Granted 422 21.49 338 22.03 Vested (116) 21.08 (94) 19.44 Forfeited (25) 21.21 (12) 20.78 Canceled — — — — Outstanding at end of period 882 $ 21.32 630 $ 20.90 |
Segment Information (Tables)
Segment Information (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information | The following table presents certain information with respect to our segments: Three Months Ended September 30, 2020 Three Months Ended September 30, 2019 (In thousands) Real Property Business Golf Course Business VICI Consolidated Real Property Business Golf Course Business VICI Consolidated Revenues $ 334,015 $ 5,638 $ 339,653 $ 216,914 $ 5,599 $ 222,513 Operating income 139,596 87 139,683 209,202 (822) 208,380 Interest expense (77,399) — (77,399) (68,531) — (68,531) Gain upon lease modification 333,352 — 333,352 — — — Income (loss) before income taxes 395,763 87 395,850 147,275 (736) 146,539 Income tax benefit (expense) 386 (18) 368 (187) 163 (24) Net income (loss) 396,149 69 396,218 147,088 (573) 146,515 Depreciation 31 879 910 3 997 1,000 Total assets $ 16,761,134 $ 90,696 $ 16,851,830 $ 12,481,892 $ 99,574 $ 12,581,466 Total liabilities $ 7,465,576 $ 16,715 $ 7,482,291 $ 4,491,307 $ 16,090 $ 4,507,397 Nine Months Ended September 30, 2020 Nine Months Ended September 30, 2019 (In thousands) Real Property Business Golf Course Business VICI Consolidated Real Property Business Golf Course Business VICI Consolidated Revenues $ 835,283 $ 17,273 $ 852,556 $ 636,040 $ 21,221 $ 657,261 Operating income 535,151 1,189 536,340 611,824 3,917 615,741 Interest expense (231,185) — (231,185) (176,936) — (176,936) Gain upon lease modification 333,352 — 333,352 — — — Loss on extinguishment of debt (39,059) — (39,059) — — — Income before income taxes 604,985 1,206 606,191 450,552 4,114 454,666 Income tax expense (128) (267) (395) (187) (911) (1,098) Net income 604,857 939 605,796 450,365 3,203 453,568 Depreciation 85 2,905 2,990 8 2,940 2,948 Total assets $ 16,761,134 $ 90,696 $ 16,851,830 $ 12,481,892 $ 99,574 $ 12,581,466 Total liabilities $ 7,465,576 $ 16,715 $ 7,482,291 $ 4,491,307 $ 16,090 $ 4,507,397 |
Business and Organization (Deta
Business and Organization (Details) - Sep. 30, 2020 | property | golf_course |
Organization, Consolidation and Presentation of Financial Statements | ||
Number of real estate properties (properties) | 29 | 4 |
Golf Courses | ||
Organization, Consolidation and Presentation of Financial Statements | ||
Number of real estate properties (properties) | 4 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | |
New Accounting Pronouncements or Change in Accounting Principle | |||||
Short-term investments | $ 19,973 | $ 19,973 | $ 59,474 | ||
General and administrative expenses | $ 800 | $ 2,100 | |||
Customer Concentration Risk | Sales Revenue, Net | Caesars Entertainment Corporation | |||||
New Accounting Pronouncements or Change in Accounting Principle | |||||
Concentration risk, percentage | 85.00% | 93.00% | 83.00% | 95.00% | |
Property, Las Vegas Strip | Geographic Concentration Risk | Sales Revenue, Net | |||||
New Accounting Pronouncements or Change in Accounting Principle | |||||
Concentration risk, percentage | 31.00% | 33.00% | 27.00% | 34.00% | |
Harrah’s Joliet LandCo LLC | |||||
New Accounting Pronouncements or Change in Accounting Principle | |||||
Ownership percentage by noncontrolling owners | 20.00% | 20.00% |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Schedule of Cash and Cash Equivalents and Restricted Cash (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Dec. 31, 2018 |
Accounting Policies [Abstract] | ||||
Cash and cash equivalents | $ 144,057 | $ 1,101,893 | $ 431,423 | |
Restricted cash | 0 | 32,087 | ||
Total cash, cash equivalents and restricted cash shown in the Statement of Cash Flows | $ 144,057 | $ 1,101,893 | $ 463,510 | $ 598,447 |
Recently Issued Accounting Pr_2
Recently Issued Accounting Pronouncements (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Jan. 01, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 |
New Accounting Pronouncements or Change in Accounting Principle | |||||||||
Cumulative effect of adoption of ASC 326 | $ 9,369,539 | $ 9,074,411 | $ 7,724,031 | $ 8,048,989 | $ 8,074,069 | $ 8,072,423 | $ 7,045,888 | $ 6,901,022 | |
Credit allowance percentage | 2.88% | ||||||||
Cumulative Effect, Period of Adoption, Adjustment | |||||||||
New Accounting Pronouncements or Change in Accounting Principle | |||||||||
Cumulative effect of adoption of ASC 326 | $ 309,400 | $ (309,362) | |||||||
Credit allowance percentage | 2.88% |
Property Transactions (Details)
Property Transactions (Details) | Sep. 18, 2020USD ($) | Sep. 03, 2020USD ($) | Aug. 31, 2020USD ($) | Jul. 16, 2020USD ($)renewalinstallment | Jun. 15, 2020USD ($)a | Apr. 24, 2020USD ($) | Jan. 24, 2020USD ($)renewal | Dec. 06, 2019USD ($)renewal | Sep. 20, 2019USD ($)renewal | Jun. 24, 2019USD ($) | May 23, 2019USD ($)renewal | Jan. 02, 2019USD ($)renewal | Nov. 30, 2019USD ($) | Sep. 30, 2020USD ($) | Sep. 30, 2019USD ($) | Sep. 30, 2020USD ($)gambling_facility | Sep. 30, 2019USD ($) | Dec. 31, 2024USD ($) | Dec. 31, 2026USD ($) | Dec. 31, 2024 | Feb. 20, 2020USD ($) | Jan. 01, 2020USD ($) |
Business Acquisition | ||||||||||||||||||||||
Payments to acquire real estate | $ 1,407,260,000 | $ 1,530,578,000 | ||||||||||||||||||||
Payments for rent | $ 465,000 | $ 318,000 | 1,133,000 | 953,000 | ||||||||||||||||||
Debt prepayment penalty reimbursement receivable | 55,401,000 | $ 0 | ||||||||||||||||||||
Proceeds from reimbursement receivable | $ 31,000,000 | |||||||||||||||||||||
Forecast | ||||||||||||||||||||||
Business Acquisition | ||||||||||||||||||||||
Purchase price multiple | 13 | |||||||||||||||||||||
Denominator amount of property's trailing four quarters EBITDA at time of acquisition | 1.3 | |||||||||||||||||||||
Initial annual rent coverage (multiple) | 1.3 | |||||||||||||||||||||
Initial annual rent to be acquired (multiple) | 12.5 | |||||||||||||||||||||
Harrah's Reno Asset | ||||||||||||||||||||||
Business Acquisition | ||||||||||||||||||||||
Property sale price | $ 41,500,000 | 41,500,000 | ||||||||||||||||||||
Proceeds from sale of asset | 31,100,000 | |||||||||||||||||||||
Louisiana Downs | Discontinued Operations, Disposed of by Sale | ||||||||||||||||||||||
Business Acquisition | ||||||||||||||||||||||
Property sale price | $ 22,000,000 | |||||||||||||||||||||
Proceeds from sale of property | 5,500,000 | |||||||||||||||||||||
Bally's Atlantic City Hotel and Casino | Discontinued Operations, Disposed of by Sale | ||||||||||||||||||||||
Business Acquisition | ||||||||||||||||||||||
Property sale price | $ 25,000,000 | |||||||||||||||||||||
Proceeds from sale of property | 19,000,000 | |||||||||||||||||||||
Caesars Entertainment Operating Company, Inc. | Harrah's Reno Asset | ||||||||||||||||||||||
Business Acquisition | ||||||||||||||||||||||
Proceeds from sale of asset | $ 10,400,000 | |||||||||||||||||||||
Caesars Entertainment Operating Company, Inc. | Louisiana Downs | Discontinued Operations, Disposed of by Sale | ||||||||||||||||||||||
Business Acquisition | ||||||||||||||||||||||
Proceeds from sale of property | $ 16,500,000 | |||||||||||||||||||||
Caesars Entertainment Operating Company, Inc. | Bally's Atlantic City Hotel and Casino | Discontinued Operations, Disposed of by Sale | ||||||||||||||||||||||
Business Acquisition | ||||||||||||||||||||||
Proceeds from sale of property | $ 6,000,000 | |||||||||||||||||||||
CPLV CMBS Debt | ||||||||||||||||||||||
Business Acquisition | ||||||||||||||||||||||
CPLV CMBS Debt prepayment penalty reimbursement | 110,800,000 | |||||||||||||||||||||
Debt prepayment penalty reimbursement receivable | 55,400,000 | |||||||||||||||||||||
Eldorado Senior Bridge Facility | ||||||||||||||||||||||
Business Acquisition | ||||||||||||||||||||||
Maximum borrowing capacity | 3,200,000,000 | $ 1,200,000,000 | ||||||||||||||||||||
Maximum borrowing capacity (up to) | 3,200,000,000 | $ 1,200,000,000 | ||||||||||||||||||||
Eldorado Senior Bridge Facility | Debt Instrument, Redemption, Year 2 | ||||||||||||||||||||||
Business Acquisition | ||||||||||||||||||||||
Commitment fee (percent) | 0.25% | |||||||||||||||||||||
Eldorado Senior Bridge Facility | Debt Instrument, Redemption, Year 3 | ||||||||||||||||||||||
Business Acquisition | ||||||||||||||||||||||
Commitment fee (percent) | 0.50% | |||||||||||||||||||||
Eldorado Senior Bridge Facility | Debt Instrument, Redemption, Year 4 | ||||||||||||||||||||||
Business Acquisition | ||||||||||||||||||||||
Commitment fee (percent) | 0.75% | |||||||||||||||||||||
Eldorado Senior Bridge Facility | First Lien Secured Bridge Facility | ||||||||||||||||||||||
Business Acquisition | ||||||||||||||||||||||
Debt instrument, term | 364 days | |||||||||||||||||||||
Maximum borrowing capacity | $ 3,300,000,000 | |||||||||||||||||||||
Maximum borrowing capacity (up to) | $ 3,300,000,000 | |||||||||||||||||||||
Eldorado Senior Bridge Facility | Second Lien Secured Bridge Facility | ||||||||||||||||||||||
Business Acquisition | ||||||||||||||||||||||
Debt instrument, term | 364 days | |||||||||||||||||||||
Maximum borrowing capacity | $ 1,500,000,000 | |||||||||||||||||||||
Maximum borrowing capacity (up to) | $ 1,500,000,000 | |||||||||||||||||||||
Forum Convention Center Mortgage Loan | Forum Convention Center Borrower | ||||||||||||||||||||||
Business Acquisition | ||||||||||||||||||||||
Interest rate, stated percentage | 7.70% | |||||||||||||||||||||
Annual escalation percentage | 2.00% | |||||||||||||||||||||
Forum Convention Center Mortgage Loan | Forum Convention Center Borrower | Debt Instrument, Redemption, Year 2 | ||||||||||||||||||||||
Business Acquisition | ||||||||||||||||||||||
Debt instrument effective interest rate | 7.854% | |||||||||||||||||||||
Debt instrument annual interest payments | $ 31,400,000 | |||||||||||||||||||||
Forum Convention Center Mortgage Loan | Forum Convention Center Borrower | Debt Instrument, Redemption, Year 3 | ||||||||||||||||||||||
Business Acquisition | ||||||||||||||||||||||
Redemption price, percentage (equal to) | 102.00% | |||||||||||||||||||||
Forum Convention Center Mortgage Loan | Forum Convention Center Borrower | Debt Instrument, Redemption, Year 4 | ||||||||||||||||||||||
Business Acquisition | ||||||||||||||||||||||
Redemption price, percentage (equal to) | 101.00% | |||||||||||||||||||||
Forum Convention Center Mortgage Loan | Caesar Tenant | Plan | ||||||||||||||||||||||
Business Acquisition | ||||||||||||||||||||||
Contractual rent amount | $ 33,900,000 | |||||||||||||||||||||
Annual increases percentage | 2.00% | |||||||||||||||||||||
Chelsea Piers Mortgage Loan | ||||||||||||||||||||||
Business Acquisition | ||||||||||||||||||||||
Debt instrument, term | 7 years | |||||||||||||||||||||
Maximum borrowing capacity | $ 80,000,000 | |||||||||||||||||||||
Secured debt | 65,000,000 | |||||||||||||||||||||
Undrawn amount | $ 15,000,000 | |||||||||||||||||||||
Stated interest rate | 7.00% | |||||||||||||||||||||
Maximum borrowing capacity (up to) | $ 80,000,000 | |||||||||||||||||||||
Indiana | ||||||||||||||||||||||
Business Acquisition | ||||||||||||||||||||||
Number of facilities, future acquisition (facilities) | gambling_facility | 2 | |||||||||||||||||||||
Rock Ohio Ventures | Affiliated Entity | ||||||||||||||||||||||
Business Acquisition | ||||||||||||||||||||||
Notes receivable | $ 70,000,000 | |||||||||||||||||||||
CPLV Lease Agreement | ||||||||||||||||||||||
Business Acquisition | ||||||||||||||||||||||
Reduction in debt in lieu of cash | 20,500,000 | |||||||||||||||||||||
CPLV Additional Rent Acquisition | ||||||||||||||||||||||
Business Acquisition | ||||||||||||||||||||||
Increase in annual rent payments | $ 83,500,000 | |||||||||||||||||||||
Consideration for property acquired | 1,189,900,000 | |||||||||||||||||||||
HLV Lease Agreement | ||||||||||||||||||||||
Business Acquisition | ||||||||||||||||||||||
Reduction in debt in lieu of cash | $ 3,900,000 | |||||||||||||||||||||
HLV Additional Rent Acquisition | ||||||||||||||||||||||
Business Acquisition | ||||||||||||||||||||||
Increase in annual rent payments | 15,000,000 | |||||||||||||||||||||
Consideration for property acquired | $ 213,800,000 | |||||||||||||||||||||
Caesars Lease Agreements | ||||||||||||||||||||||
Business Acquisition | ||||||||||||||||||||||
Lessor, sales-type lease, term of contract (years) | 15 years | 15 years | ||||||||||||||||||||
Aggregate EBITDA of all facilities under lease agreement (percent) | 5.00% | |||||||||||||||||||||
Investments in loans, net | ||||||||||||||||||||||
Business Acquisition | ||||||||||||||||||||||
Notes receivable | $ 536,874,000 | $ 536,874,000 | $ 0 | |||||||||||||||||||
Investments in loans, net | Forum Convention Center Borrower | ||||||||||||||||||||||
Business Acquisition | ||||||||||||||||||||||
Notes receivable | $ 400,000,000 | |||||||||||||||||||||
Receivable (term) | 5 years | |||||||||||||||||||||
Investments in leases - financing receivables, net | ||||||||||||||||||||||
Business Acquisition | ||||||||||||||||||||||
Notes receivable | 2,693,257,000 | 2,693,257,000 | $ 0 | |||||||||||||||||||
MTA Property Acquisitions | ||||||||||||||||||||||
Business Acquisition | ||||||||||||||||||||||
Payments to acquire real estate | 1,823,500,000 | |||||||||||||||||||||
Increase in annual rent payments | 154,000,000 | |||||||||||||||||||||
MTA Property Acquisitions | Investments in leases - financing receivables, net | ||||||||||||||||||||||
Business Acquisition | ||||||||||||||||||||||
Notes receivable | 1,800,000,000 | 1,800,000,000 | ||||||||||||||||||||
Harrah’s New Orleans Purchase Agreement | ||||||||||||||||||||||
Business Acquisition | ||||||||||||||||||||||
Payments to acquire real estate | 789,500,000 | |||||||||||||||||||||
Harrah’s Atlantic City Purchase Agreement | ||||||||||||||||||||||
Business Acquisition | ||||||||||||||||||||||
Payments to acquire real estate | 599,300,000 | |||||||||||||||||||||
Harrah’s Laughlin Purchase Agreement | ||||||||||||||||||||||
Business Acquisition | ||||||||||||||||||||||
Payments to acquire real estate | 434,800,000 | |||||||||||||||||||||
Regional Master Lease Agreement | ||||||||||||||||||||||
Business Acquisition | ||||||||||||||||||||||
Contractual rent amount | 621,700,000 | 621,700,000 | ||||||||||||||||||||
Construction commitment | $ 325,000,000 | $ 325,000,000 | ||||||||||||||||||||
Regional Master Lease Agreement | Minimum | ||||||||||||||||||||||
Business Acquisition | ||||||||||||||||||||||
Ground lease further additional period (months) | 12 months | |||||||||||||||||||||
Regional Master Lease Agreement | Maximum | ||||||||||||||||||||||
Business Acquisition | ||||||||||||||||||||||
Ground lease further additional period (months) | 24 months | |||||||||||||||||||||
JACK Cleveland Casino | ||||||||||||||||||||||
Business Acquisition | ||||||||||||||||||||||
Contractual rent amount | $ 65,900,000 | |||||||||||||||||||||
Increase in annual rent payments | 1,800,000 | |||||||||||||||||||||
Construction commitment | $ 18,000,000 | |||||||||||||||||||||
Lessor, sales-type lease, term of contract (years) | 15 years | |||||||||||||||||||||
Cash consideration | $ 843,300,000 | |||||||||||||||||||||
Lessor, leasing arrangements, sales type leases, number of renewal options | renewal | 4 | 4 | ||||||||||||||||||||
Lessor, sales-type lease, renewal term | 5 years | 5 years | ||||||||||||||||||||
JACK Cleveland Casino | Adjustment | ||||||||||||||||||||||
Business Acquisition | ||||||||||||||||||||||
Lessor, leasing arrangements, sales type leases, number of renewal options | renewal | 3 | |||||||||||||||||||||
JACK Cleveland Casino | Rock Ohio Ventures | Affiliated Entity | ||||||||||||||||||||||
Business Acquisition | ||||||||||||||||||||||
Debt Instrument, extension term | 2 years | |||||||||||||||||||||
Note receivable, interest rate | 9.00% | |||||||||||||||||||||
JACK Cleveland Casino | Rock Ohio Ventures | Affiliated Entity | Jack Entertainment | ||||||||||||||||||||||
Business Acquisition | ||||||||||||||||||||||
Notes receivable | $ 50,000,000 | |||||||||||||||||||||
Maximum borrowing capacity | $ 25,000,000 | |||||||||||||||||||||
Maximum borrowing capacity (up to) | $ 25,000,000 | |||||||||||||||||||||
Number of installment payments | installment | 11 | |||||||||||||||||||||
JACK Cleveland Casino | Rock Ohio Ventures | Affiliated Entity | LIBOR | Jack Entertainment | ||||||||||||||||||||||
Business Acquisition | ||||||||||||||||||||||
Basis spread on variable rate (percent) | 2.75% | |||||||||||||||||||||
Commitment fee (percent) | 0.50% | |||||||||||||||||||||
Century Portfolio | ||||||||||||||||||||||
Business Acquisition | ||||||||||||||||||||||
Contractual rent amount | $ 25,000,000 | |||||||||||||||||||||
Payments to acquire real estate | $ 277,800,000 | |||||||||||||||||||||
Lessor, sales-type lease, term of contract (years) | 15 years | |||||||||||||||||||||
Lessor leasing arrangements, sales-type/direct financing lease, number of renewal options | renewal | 4 | |||||||||||||||||||||
Century Casinos | ||||||||||||||||||||||
Business Acquisition | ||||||||||||||||||||||
Payments to acquire real estate | $ 107,200,000 | |||||||||||||||||||||
Lessor, sales-type lease, renewal term | 5 years | 5 years | ||||||||||||||||||||
JACK Cincinnati Casino | ||||||||||||||||||||||
Business Acquisition | ||||||||||||||||||||||
Payments to acquire real estate | $ 558,300,000 | |||||||||||||||||||||
Hard Rock | ||||||||||||||||||||||
Business Acquisition | ||||||||||||||||||||||
Contractual rent amount | 42,800,000 | |||||||||||||||||||||
Payments to acquire real estate | $ 186,500,000 | |||||||||||||||||||||
Lessor, sales-type lease, term of contract (years) | 15 years | |||||||||||||||||||||
Lessor, sales-type lease, renewal term | 5 years | |||||||||||||||||||||
Lessor leasing arrangements, sales-type/direct financing lease, number of renewal options | renewal | 4 | |||||||||||||||||||||
Greektown Acquisition | Penn National | ||||||||||||||||||||||
Business Acquisition | ||||||||||||||||||||||
Contractual rent amount | $ 55,600,000 | |||||||||||||||||||||
Lessor, sales-type lease, term of contract (years) | 15 years | |||||||||||||||||||||
Lessor leasing arrangements, sales-type/direct financing lease, number of renewal options | renewal | 4 | |||||||||||||||||||||
Greektown Acquisition | JACK Entertainment LLC | ||||||||||||||||||||||
Business Acquisition | ||||||||||||||||||||||
Payments to acquire real estate | $ 700,000,000 | |||||||||||||||||||||
Greektown Acquisition | Penn National | ||||||||||||||||||||||
Business Acquisition | ||||||||||||||||||||||
Payments to acquire real estate | $ 300,000,000 | |||||||||||||||||||||
Margaritaville | ||||||||||||||||||||||
Business Acquisition | ||||||||||||||||||||||
Payments to acquire real estate | $ 261,100,000 | |||||||||||||||||||||
Lessor, sales-type lease, renewal term | 5 years | |||||||||||||||||||||
Penn National | ||||||||||||||||||||||
Business Acquisition | ||||||||||||||||||||||
Contractual rent amount | $ 23,200,000 | |||||||||||||||||||||
Payments to acquire real estate | $ 114,900,000 | |||||||||||||||||||||
Lessor, sales-type lease, term of contract (years) | 15 years | |||||||||||||||||||||
Lessor leasing arrangements, sales-type/direct financing lease, number of renewal options | renewal | 4 | |||||||||||||||||||||
Las Vegas Land | Plan | ||||||||||||||||||||||
Business Acquisition | ||||||||||||||||||||||
Acres of parcel | a | 23 | |||||||||||||||||||||
Caesars Forum Convention Center | ||||||||||||||||||||||
Business Acquisition | ||||||||||||||||||||||
Purchase price multiple | 13 | |||||||||||||||||||||
Caesars Forum Convention Center | Forecast | ||||||||||||||||||||||
Business Acquisition | ||||||||||||||||||||||
Purchase price multiple | 13 | 13 | ||||||||||||||||||||
Caesars Forum Convention Center | Minimum | Forecast | ||||||||||||||||||||||
Business Acquisition | ||||||||||||||||||||||
Payments for rent | $ 25,000,000 | $ 25,000,000 | ||||||||||||||||||||
Caesars Forum Convention Center | Maximum | Forecast | ||||||||||||||||||||||
Business Acquisition | ||||||||||||||||||||||
Payments for rent | $ 35,000,000 | $ 35,000,000 |
Real Estate Portfolio - Narrati
Real Estate Portfolio - Narrative (Details) | 9 Months Ended |
Sep. 30, 2020arrangementcasino | |
Property Subject to or Available for Operating Lease | |
Number of casinos | 24 |
Number of lease arrangements | arrangement | 8 |
Financing receivable, investment in lease, number of casinos | 5 |
Real Estate Portfolio - Schedul
Real Estate Portfolio - Schedule Real Estate Portfolio (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Jan. 01, 2020 | Dec. 31, 2019 |
Accounts, Notes, Loans and Financing Receivable | |||
Minimum lease payments receivable under sales-type and direct financing leases | $ 45,772,304 | $ 31,460,712 | |
Estimated residual values of leased property (not guaranteed) | 3,366,990 | 2,525,469 | |
Gross investment in sales-type and direct financing leases | 49,139,294 | 33,986,181 | |
Unamortized initial direct costs | 23,931 | 42,819 | |
Less: Unearned income | (35,686,256) | (23,294,755) | |
Less: Allowance for credit losses | (467,003) | $ (309,362) | 0 |
Net investment in leases | 13,009,966 | 10,424,883 | |
Total investments in leases, net | 15,610,194 | 11,820,903 | |
Land | 158,190 | 94,711 | |
Total Real estate portfolio | 16,302,097 | 11,915,614 | |
Investments in leases - sales-type and direct financing, net | |||
Accounts, Notes, Loans and Financing Receivable | |||
Net investment in leases | 13,009,966 | 10,734,245 | |
Investments in leases - operating | |||
Accounts, Notes, Loans and Financing Receivable | |||
Real estate investment | 0 | 1,086,658 | |
Investments in leases - financing receivables, net | |||
Accounts, Notes, Loans and Financing Receivable | |||
Notes receivable | 2,600,228 | 0 | 0 |
Investments in loans, net | |||
Accounts, Notes, Loans and Financing Receivable | |||
Notes receivable | $ 533,713 | $ 0 | $ 0 |
Real Estate Portfolio - Sched_2
Real Estate Portfolio - Schedule of Components of Direct Financing and Operating Leases (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Real Estate [Abstract] | ||||
Income from sales-type and direct financing leases, excluding contingent rent | $ 270,188 | $ 206,001 | $ 718,192 | $ 603,300 |
Income from operating leases | 3,638 | 10,913 | 25,464 | 32,740 |
Income from lease financing receivables | 49,799 | 0 | 77,743 | 0 |
Total revenue, excluding contingent rent | 323,625 | 216,914 | 821,399 | 636,040 |
Contingent rent | 86 | 0 | 229 | 0 |
Total lease revenue | 323,711 | 216,914 | 821,628 | 636,040 |
Non-cash adjustment | (18,942) | 2,494 | (11,879) | (2,295) |
Total contractual lease revenue | $ 304,769 | $ 219,408 | $ 809,749 | $ 633,745 |
Real Estate Portfolio - Sched_3
Real Estate Portfolio - Schedule of Future Minimum Lease Payments (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2020USD ($) | |
Sales-Type | |
2020 (remaining) | $ 265,274 |
2021 | 1,062,556 |
2022 | 1,076,130 |
2023 | 1,094,986 |
2024 | 1,112,905 |
2025 | 1,127,023 |
Thereafter | 40,033,430 |
Total | 45,772,304 |
Financing Receivables | |
2020 (remaining) | 55,355 |
2021 | 222,581 |
2022 | 225,667 |
2023 | 229,516 |
2024 | 233,578 |
2025 | 235,980 |
Thereafter | 8,185,952 |
Total | 9,388,629 |
2020 (remaining) | 320,629 |
2021 | 1,285,137 |
2022 | 1,301,797 |
2023 | 1,324,502 |
2024 | 1,346,483 |
2025 | 1,363,003 |
Thereafter | 48,219,382 |
Total | $ 55,160,933 |
Sales-type lease, weighted average lease term | 34 years 8 months 12 days |
Financing receivable, weighted average remaining lease term | 34 years 8 months 12 days |
Sales-type lease and financing receivables, weighted average lease term | 34 years 8 months 12 days |
Real Estate Portfolio - Sched_4
Real Estate Portfolio - Schedule of Lease Agreement (Details) $ in Thousands | Jan. 02, 2019 | Sep. 30, 2020USD ($)option | Sep. 30, 2020USD ($) | Sep. 30, 2020USD ($)option | Jul. 19, 2020USD ($)option | Sep. 30, 2020USD ($)option | Jul. 20, 2020 | Jul. 16, 2020USD ($) |
Non-CPLV Lease Agreement and Joliet Lease Agreement | ||||||||
Property Subject to or Available for Operating Lease | ||||||||
Initial Term | 15 years | |||||||
Lessor leasing arrangements, sales-type/direct financing lease, number of renewal options | option | 4 | |||||||
Lessor, sales-type lease, renewal term | 5 years | |||||||
Rent ratio floor | 120.00% | |||||||
Non-CPLV Lease Agreement and Joliet Lease Agreement | Lease Years 2-5 | ||||||||
Property Subject to or Available for Operating Lease | ||||||||
Consumer price index | 1.50% | |||||||
Non-CPLV Lease Agreement and Joliet Lease Agreement | Lease Years 6 Through 15 | ||||||||
Property Subject to or Available for Operating Lease | ||||||||
Consumer price index | 2.00% | |||||||
Non-CPLV Lease Agreement and Joliet Lease Agreement | Lease Years 8-10 | Base Rent | ||||||||
Property Subject to or Available for Operating Lease | ||||||||
Variable rent split | 70.00% | |||||||
Non-CPLV Lease Agreement and Joliet Lease Agreement | Lease Years 8-10 | Variable Rent | ||||||||
Property Subject to or Available for Operating Lease | ||||||||
Variable rent split | 30.00% | |||||||
Non-CPLV Lease Agreement and Joliet Lease Agreement | Lease Years 11-15 | Base Rent | ||||||||
Property Subject to or Available for Operating Lease | ||||||||
Variable rent split | 80.00% | |||||||
Non-CPLV Lease Agreement and Joliet Lease Agreement | Lease Years 11-15 | Variable Rent | ||||||||
Property Subject to or Available for Operating Lease | ||||||||
Variable rent split | 20.00% | |||||||
Non-CPLV Lease Agreement and Joliet Lease Agreement | Prior to Amendment | ||||||||
Property Subject to or Available for Operating Lease | ||||||||
Current base rent | $ 508,534 | |||||||
Variable rent percentage | 4.00% | |||||||
Regional Master Lease Agreement and Joliet Lease Agreement | ||||||||
Property Subject to or Available for Operating Lease | ||||||||
Initial Term | 18 years | |||||||
Lessor leasing arrangements, sales-type/direct financing lease, number of renewal options | option | 4 | |||||||
Lessor, sales-type lease, renewal term | 5 years | |||||||
Current base rent | $ 662,534 | |||||||
Variable rent percentage | 4.00% | |||||||
Regional Master Lease Agreement and Joliet Lease Agreement | Lease Years 2-5 | ||||||||
Property Subject to or Available for Operating Lease | ||||||||
Consumer price index | 1.50% | |||||||
Regional Master Lease Agreement and Joliet Lease Agreement | Lease Years 6 Through 15 | ||||||||
Property Subject to or Available for Operating Lease | ||||||||
Consumer price index | 2.00% | |||||||
Regional Master Lease Agreement and Joliet Lease Agreement | Lease Years 8-10 | Base Rent | ||||||||
Property Subject to or Available for Operating Lease | ||||||||
Variable rent split | 70.00% | |||||||
Regional Master Lease Agreement and Joliet Lease Agreement | Lease Years 8-10 | Variable Rent | ||||||||
Property Subject to or Available for Operating Lease | ||||||||
Variable rent split | 30.00% | |||||||
Regional Master Lease Agreement and Joliet Lease Agreement | Lease Years 11-15 | Base Rent | ||||||||
Property Subject to or Available for Operating Lease | ||||||||
Variable rent split | 80.00% | |||||||
Regional Master Lease Agreement and Joliet Lease Agreement | Lease Years 11-15 | Variable Rent | ||||||||
Property Subject to or Available for Operating Lease | ||||||||
Variable rent split | 20.00% | |||||||
CPLV Lease Agreement | ||||||||
Property Subject to or Available for Operating Lease | ||||||||
Initial Term | 15 years | |||||||
Lessor leasing arrangements, sales-type/direct financing lease, number of renewal options | option | 4 | |||||||
Lessor, sales-type lease, renewal term | 5 years | |||||||
Consumer price index | 2.00% | |||||||
Rent ratio floor | 170.00% | |||||||
Variable rent percentage | 4.00% | |||||||
CPLV Lease Agreement | Base Rent | ||||||||
Property Subject to or Available for Operating Lease | ||||||||
Variable rent split | 80.00% | |||||||
CPLV Lease Agreement | Variable Rent | ||||||||
Property Subject to or Available for Operating Lease | ||||||||
Variable rent split | 20.00% | |||||||
CPLV Lease Agreement | Prior to Amendment | ||||||||
Property Subject to or Available for Operating Lease | ||||||||
Current base rent | $ 207,745 | |||||||
HLV Lease Agreement | ||||||||
Property Subject to or Available for Operating Lease | ||||||||
Initial Term | 15 years | |||||||
Lessor leasing arrangements, sales-type/direct financing lease, number of renewal options | option | 4 | |||||||
Lessor, sales-type lease, renewal term | 5 years | |||||||
Current base rent | $ 89,157 | |||||||
Rent ratio floor | 160.00% | |||||||
Variable rent percentage | 4.00% | |||||||
HLV Lease Agreement | Base Rent | ||||||||
Property Subject to or Available for Operating Lease | ||||||||
Variable rent split | 80.00% | |||||||
HLV Lease Agreement | Variable Rent | ||||||||
Property Subject to or Available for Operating Lease | ||||||||
Variable rent split | 20.00% | |||||||
HLV Lease Agreement | Lease Years 2-5 | ||||||||
Property Subject to or Available for Operating Lease | ||||||||
Consumer price index | 1.00% | |||||||
HLV Lease Agreement | Lease Years 6 Through 15 | ||||||||
Property Subject to or Available for Operating Lease | ||||||||
Consumer price index | 2.00% | |||||||
Las Vegas Master Lease Agreement | ||||||||
Property Subject to or Available for Operating Lease | ||||||||
Initial Term | 18 years | |||||||
Lessor leasing arrangements, sales-type/direct financing lease, number of renewal options | option | 4 | |||||||
Lessor, sales-type lease, renewal term | 5 years | 5 years | 5 years | 5 years | ||||
Current base rent | $ 395,401 | |||||||
Consumer price index | 2.00% | |||||||
Variable rent percentage | 4.00% | |||||||
Las Vegas Master Lease Agreement | Base Rent | ||||||||
Property Subject to or Available for Operating Lease | ||||||||
Variable rent split | 80.00% | |||||||
Las Vegas Master Lease Agreement | Variable Rent | ||||||||
Property Subject to or Available for Operating Lease | ||||||||
Variable rent split | 20.00% | |||||||
Ceaser Lease Agreement | ||||||||
Property Subject to or Available for Operating Lease | ||||||||
Initial Term | 15 years | |||||||
Magaritaville Lease | Penn National | ||||||||
Property Subject to or Available for Operating Lease | ||||||||
Lessor leasing arrangements, sales-type/direct financing lease, number of renewal options | option | 4 | |||||||
Consumer price index | 2.00% | |||||||
Percentage rent | $ 3,000 | |||||||
Rent ratio floor | 610.00% | |||||||
Lessor sales-type and direct financing lease, renewal term | 5 years | |||||||
Lessor, sales-type and direct financing lease, percentage rent multiplier | 4.00% | |||||||
Lessor, sales-type/Direct financing lease, period of revenue of rent multiplier | 2 years | |||||||
Lessor, sales-type/Direct financing lease, percentage of rent revenue prior to acquisition | 50.00% | |||||||
Greektown lease Agreement | Penn National | ||||||||
Property Subject to or Available for Operating Lease | ||||||||
Lessor leasing arrangements, sales-type/direct financing lease, number of renewal options | option | 4 | |||||||
Consumer price index | 2.00% | |||||||
Percentage rent | $ 6,384 | |||||||
Lessor sales-type and direct financing lease, renewal term | 5 years | |||||||
Lessor, sales-type and direct financing lease, percentage rent multiplier | 4.00% | |||||||
Lessor, sales-type/Direct financing lease, period of revenue of rent multiplier | 2 years | |||||||
Lessor, sales-type/Direct financing lease, percentage of rent revenue prior to acquisition | 50.00% | |||||||
JACK Cincinnati Lease Agreement | JACK Cincinnati Casino | ||||||||
Property Subject to or Available for Operating Lease | ||||||||
Initial Term | 15 years | |||||||
Current base rent | $ 43,391 | |||||||
Variable rent percentage | 4.00% | |||||||
JACK Cleveland/Thirstledown Lease Agreement | JACK Cleveland Casino | ||||||||
Property Subject to or Available for Operating Lease | ||||||||
Initial Term | 20 years | |||||||
Lessor leasing arrangements, sales-type/direct financing lease, number of renewal options | option | 3 | |||||||
Lessor sales-type and direct financing lease, renewal term | 5 years | |||||||
Variable rent percentage | 4.00% | |||||||
Lessor, current annual rent | $ 65,880 | |||||||
JACK Cleveland/Thirstledown Lease Agreement | Base Rent | JACK Cleveland Casino | ||||||||
Property Subject to or Available for Operating Lease | ||||||||
Variable rent split | 80.00% | |||||||
JACK Cleveland/Thirstledown Lease Agreement | Variable Rent | JACK Cleveland Casino | ||||||||
Property Subject to or Available for Operating Lease | ||||||||
Variable rent split | 20.00% | |||||||
JACK Cleveland/Thirstledown Lease Agreement | Lease Years 2 through 3 | JACK Cleveland Casino | ||||||||
Property Subject to or Available for Operating Lease | ||||||||
Consumer price index | 1.00% | |||||||
JACK Cleveland/Thirstledown Lease Agreement | Lease Years 4 through 6 | JACK Cleveland Casino | ||||||||
Property Subject to or Available for Operating Lease | ||||||||
Consumer price index | 1.50% | |||||||
JACK Cleveland/Thirstledown Lease Agreement | Lease Years 7 through 15 | JACK Cleveland Casino | Minimum | ||||||||
Property Subject to or Available for Operating Lease | ||||||||
Consumer price index | 1.50% | |||||||
JACK Cleveland/Thirstledown Lease Agreement | Lease Years 7 through 15 | JACK Cleveland Casino | Maximum | ||||||||
Property Subject to or Available for Operating Lease | ||||||||
Consumer price index | 2.50% | |||||||
Century Portfolio Lease Agreement | Century Portfolio | ||||||||
Property Subject to or Available for Operating Lease | ||||||||
Initial Term | 15 years | |||||||
Lessor leasing arrangements, sales-type/direct financing lease, number of renewal options | option | 4 | |||||||
Rent ratio floor | 750.00% | |||||||
Lessor sales-type and direct financing lease, renewal term | 5 years | |||||||
Variable rent percentage | 4.00% | |||||||
Lessor, current annual rent | $ 25,000 | $ 25,000 | $ 25,000 | $ 25,000 | ||||
Century Portfolio Lease Agreement | Base Rent | Century Portfolio | ||||||||
Property Subject to or Available for Operating Lease | ||||||||
Variable rent split | 80.00% | |||||||
Century Portfolio Lease Agreement | Variable Rent | Century Portfolio | ||||||||
Property Subject to or Available for Operating Lease | ||||||||
Variable rent split | 20.00% | |||||||
Century Portfolio Lease Agreement | Lease Years 2 through 3 | Century Portfolio | ||||||||
Property Subject to or Available for Operating Lease | ||||||||
Consumer price index | 1.00% | |||||||
Century Portfolio Lease Agreement | Lease Years 4 Through 15 | Century Portfolio | ||||||||
Property Subject to or Available for Operating Lease | ||||||||
Consumer price index | 1.25% | |||||||
Hard Rock Cincinnati Lease Agreement | Hard Rock | ||||||||
Property Subject to or Available for Operating Lease | ||||||||
Lessor leasing arrangements, sales-type/direct financing lease, number of renewal options | option | 4 | |||||||
Lessor sales-type and direct financing lease, renewal term | 5 years | |||||||
Hard Rock Cincinnati Lease Agreement | Base Rent | Hard Rock | ||||||||
Property Subject to or Available for Operating Lease | ||||||||
Variable rent split | 80.00% | |||||||
Hard Rock Cincinnati Lease Agreement | Variable Rent | Hard Rock | ||||||||
Property Subject to or Available for Operating Lease | ||||||||
Variable rent split | 20.00% | |||||||
Hard Rock Cincinnati Lease Agreement | Lease Years 2-4 | Hard Rock | ||||||||
Property Subject to or Available for Operating Lease | ||||||||
Consumer price index | 1.50% | |||||||
Hard Rock Cincinnati Lease Agreement | Lease Years 5-15 | Hard Rock | Minimum | ||||||||
Property Subject to or Available for Operating Lease | ||||||||
Consumer price index | 0.50% | |||||||
Hard Rock Cincinnati Lease Agreement | Lease Years 5-15 | Hard Rock | Maximum | ||||||||
Property Subject to or Available for Operating Lease | ||||||||
Consumer price index | 2.00% | |||||||
Penn National | Magaritaville Lease | ||||||||
Property Subject to or Available for Operating Lease | ||||||||
Initial Term | 15 years | |||||||
Current base rent | $ 23,544 | |||||||
Lessor, Contingent Rent | $ 100 | $ 200 | ||||||
Penn National | Greektown lease Agreement | ||||||||
Property Subject to or Available for Operating Lease | ||||||||
Initial Term | 15 years | |||||||
Current base rent | $ 55,556 |
Real Estate Portfolio - Sched_5
Real Estate Portfolio - Schedule of Capital Expenditure Requirements (Details) $ in Millions | 9 Months Ended |
Sep. 30, 2020USD ($) | |
Regional Master Lease and Joliet Lease | |
Real Estate | |
Yearly minimum expenditure, percentage of net revenues | 1.00% |
Rolling three-year minimum | $ 328 |
Las Vegas Master | |
Real Estate | |
Yearly minimum expenditure, percentage of net revenues | 1.00% |
Rolling three-year minimum | $ 84 |
Initial minimum capital expenditure | $ 171 |
Penn National Agreement | |
Real Estate | |
Yearly minimum expenditure, percentage of net revenues | 1.00% |
Average period of yearly minimum expenditure | 4 years |
Construction commitment | $ 18 |
CPLV, Joliet And Non-CPLV Lease Agreement | |
Real Estate | |
Capital expenditures | $ 119.3 |
Percentage of prior year net revenues | 1.00% |
Hard Rock Cincinnati Lease Agreement | |
Real Estate | |
Yearly minimum expenditure, percentage of net revenues | 1.00% |
Century Portfolio Lease Agreement | |
Real Estate | |
Yearly minimum expenditure, percentage of net revenues | 1.00% |
JACK Cleveland/Thirstledown Lease Agreement | |
Real Estate | |
Yearly minimum expenditure, percentage of net revenues | 1.00% |
Average period of yearly minimum expenditure | 3 years |
Initial minimum capital expenditure | $ 30 |
CEOC | |
Real Estate | |
Rolling three-year minimum | 421.9 |
Minimum amount to be expended across certain affiliates and other assets | 590.3 |
CEOC | CPLV Lease Agreement | |
Real Estate | |
Rolling three-year minimum | 84 |
CEOC | CPLV, Joliet And Non-CPLV Lease Agreement | |
Real Estate | |
Additional capital expenditure requirement | 10.1 |
CEOC | Non-CPLV Lease Agreement | |
Real Estate | |
Rolling three-year minimum | $ 327.8 |
Real Estate Portfolio - Summary
Real Estate Portfolio - Summary of Investment in Loans (Details) $ in Thousands | Sep. 30, 2020USD ($) |
Loans and Leases Receivable Disclosure | |
Principal Balance | $ 535,000 |
Carrying Value | 533,713 |
Future Funding Commitments | $ 40,000 |
Interest Rate | 7.80% |
Forum Convention Center Mortgage Loan | Senior Loan | |
Loans and Leases Receivable Disclosure | |
Principal Balance | $ 400,000 |
Carrying Value | 399,173 |
Future Funding Commitments | $ 0 |
Interest Rate | 7.70% |
Annual escalation rate | 2.00% |
Forum Convention Center Mortgage Loan | Senior Loan | Plan | |
Loans and Leases Receivable Disclosure | |
Interest Rate | 7.854% |
Chelsea Piers Mortgage Loan | Senior Loan | |
Loans and Leases Receivable Disclosure | |
Principal Balance | $ 65,000 |
Carrying Value | 64,949 |
Future Funding Commitments | $ 15,000 |
Interest Rate | 7.00% |
ROV Term Loan | Senior Loan | |
Loans and Leases Receivable Disclosure | |
Principal Balance | $ 70,000 |
Carrying Value | 69,591 |
Future Funding Commitments | $ 0 |
Interest Rate | 9.00% |
ROV Credit Facility | Senior Loan | |
Loans and Leases Receivable Disclosure | |
Principal Balance | $ 0 |
Carrying Value | 0 |
Future Funding Commitments | $ 25,000 |
ROV Credit Facility | Senior Loan | LIBOR | |
Loans and Leases Receivable Disclosure | |
Interest Rate | 0.0275% |
Allowance for Credit Losses - N
Allowance for Credit Losses - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Sep. 18, 2020 | Jan. 01, 2020 | Dec. 31, 2019 | |
New Accounting Pronouncements or Change in Accounting Principle | |||||||
Credit allowance percentage | 2.88% | ||||||
Net investments in leases | $ 13,009,966 | $ 13,009,966 | $ 10,424,883 | ||||
Change in allowance for credit losses | 177,052 | $ 0 | 261,080 | $ 0 | |||
Financial receivable, allowance for credit loss, increase in current acquisition | 22,200 | 22,200 | |||||
Investments in leases - sales-type and direct financing, net | |||||||
New Accounting Pronouncements or Change in Accounting Principle | |||||||
Net investments in leases | 13,009,966 | 13,009,966 | $ 10,734,245 | ||||
Investments in leases - financing receivables, net | |||||||
New Accounting Pronouncements or Change in Accounting Principle | |||||||
Notes receivable | 2,693,257 | 2,693,257 | 0 | ||||
Allowance for credit losses | 93,029 | 93,029 | 0 | ||||
Investments in loans, net | |||||||
New Accounting Pronouncements or Change in Accounting Principle | |||||||
Notes receivable | 536,874 | 536,874 | 0 | ||||
Allowance for credit losses | 3,161 | 3,161 | 0 | ||||
Investments in loans, net | Forum Convention Center Borrower | |||||||
New Accounting Pronouncements or Change in Accounting Principle | |||||||
Notes receivable | $ 400,000 | ||||||
MTA Property Acquisitions | Investments in leases - financing receivables, net | |||||||
New Accounting Pronouncements or Change in Accounting Principle | |||||||
Notes receivable | 1,800,000 | 1,800,000 | |||||
Caesars Properties | Investments in leases - sales-type and direct financing, net | |||||||
New Accounting Pronouncements or Change in Accounting Principle | |||||||
Non-cash increase in lease modification | 333,400 | 333,400 | |||||
Las Vegas Additional Properties | Investments in leases - sales-type and direct financing, net | |||||||
New Accounting Pronouncements or Change in Accounting Principle | |||||||
Net investments in leases | $ 1,400,000 | $ 1,400,000 | |||||
Cumulative Effect, Period of Adoption, Adjustment | |||||||
New Accounting Pronouncements or Change in Accounting Principle | |||||||
Allowance for credit losses | $ 309,400 | ||||||
Credit allowance percentage | 2.88% |
Allowance for Credit Losses -_2
Allowance for Credit Losses - Net Investment in Lease, Allowance for Credit Loss (Details) - USD ($) $ in Thousands | Jan. 01, 2020 | Sep. 30, 2020 | Dec. 31, 2019 |
Amortized Cost | |||
Sales-type and direct financing, amortized cost | $ 10,734,245 | $ 13,476,969 | |
Other assets - sales-type sub-leases, amortized cost | 284,558 | ||
Amortized cost, total | 10,734,245 | 16,991,658 | |
Allowance | |||
Sales-type and direct financing, allowance for credit losses | (309,362) | (467,003) | $ 0 |
Allowance, total | (309,362) | (570,442) | 0 |
Net Investment | |||
Sales-type and direct financing, net investment | 10,424,883 | 13,009,966 | |
Other assets - sales-type sub-leases | 277,309 | ||
Net investment total | $ 10,424,883 | $ 16,421,216 | |
Allowance as a % of Amortized Cost | |||
Sales-type and Direct financing, allowance as a percentage of amortized cost | 2.88% | 3.47% | |
Other assets - sales-type sub-leases, allowance as a percentage of amortized cost, total | 2.55% | ||
Allowance as a percentage of amortized cost, total | 2.88% | 3.36% | |
Investments in leases - financing receivables, net | |||
Amortized Cost | |||
Notes receivable, amortized cost | $ 0 | $ 2,693,257 | |
Allowance | |||
Financing and loans receivable, allowance for credit losses | 0 | (93,029) | |
Net Investment | |||
Notes receivable | $ 0 | $ 2,600,228 | 0 |
Allowance as a % of Amortized Cost | |||
Notes receivable allowance as a percentage of amortized cost, total | 0.00% | 3.45% | |
Investments in loans, net | |||
Amortized Cost | |||
Notes receivable, amortized cost | $ 0 | $ 536,874 | |
Allowance | |||
Financing and loans receivable, allowance for credit losses | 0 | (3,161) | |
Net Investment | |||
Notes receivable | $ 0 | $ 533,713 | $ 0 |
Allowance as a % of Amortized Cost | |||
Notes receivable allowance as a percentage of amortized cost, total | 0.00% | 0.59% |
Allowance for Credit Losses - A
Allowance for Credit Losses - Allowance for Credit Losses Rollforward (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2020USD ($) | |
Net Investment in Lease, Allowance for Credit Loss | |
Beginning balance | $ 0 |
Initial allowance from current period investments | 228,919 |
Current period change in credit allowance | 32,161 |
Charge-offs | 0 |
Recoveries | 0 |
Ending balance | 570,442 |
Cumulative Effect, Period of Adoption, Adjustment | |
Net Investment in Lease, Allowance for Credit Loss | |
Beginning balance | $ 309,362 |
Allowance for Credit Losses - F
Allowance for Credit Losses - Financing Receivable Credit Quality (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Jan. 01, 2020 |
Financing Receivable, Credit Quality Indicator | ||
Investments in leases - direct financing, sales-type and financing receivable, Investments in loans and Other assets | $ 16,991,658 | $ 10,734,245 |
Ba2 | ||
Financing Receivable, Credit Quality Indicator | ||
Investments in leases - direct financing, sales-type and financing receivable, Investments in loans and Other assets | 0 | 1,527,776 |
Ba3 | ||
Financing Receivable, Credit Quality Indicator | ||
Investments in leases - direct financing, sales-type and financing receivable, Investments in loans and Other assets | 0 | 0 |
B1 | ||
Financing Receivable, Credit Quality Indicator | ||
Investments in leases - direct financing, sales-type and financing receivable, Investments in loans and Other assets | 15,724,024 | 8,926,229 |
B2 | ||
Financing Receivable, Credit Quality Indicator | ||
Investments in leases - direct financing, sales-type and financing receivable, Investments in loans and Other assets | 921,511 | 280,240 |
B3 | ||
Financing Receivable, Credit Quality Indicator | ||
Investments in leases - direct financing, sales-type and financing receivable, Investments in loans and Other assets | 281,123 | 0 |
N/A | ||
Financing Receivable, Credit Quality Indicator | ||
Investments in leases - direct financing, sales-type and financing receivable, Investments in loans and Other assets | $ 65,000 | $ 0 |
Other Assets and Other Liabil_3
Other Assets and Other Liabilities - Schedule of Other Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 | Sep. 30, 2019 |
Other Liabilities [Abstract] | |||
Sales-type sub-leases | $ 277,308 | $ 8,688 | $ 8,688 |
Property and equipment used in operations, net | 69,704 | 70,406 | |
Right of use assets | 17,671 | 17,738 | |
Debt financing costs | 9,542 | 14,575 | |
Tenant receivables | 4,106 | 0 | |
Deferred acquisition costs | 2,391 | 11,134 | |
Other receivables | 1,233 | 60,111 | |
Prepaid expenses | 1,217 | 3,252 | |
Interest receivable | 33 | 1,626 | |
Other | 2,498 | 1,108 | |
Other assets | $ 385,703 | $ 188,638 |
Other Assets and Other Liabil_4
Other Assets and Other Liabilities - Schedule of Property and Equipment Used in Operations (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | |
Property, Plant and Equipment | |||||
Total property and equipment used in operations | $ 80,591 | $ 80,591 | $ 78,674 | ||
Less: accumulated depreciation | (10,887) | (10,887) | (8,268) | ||
Total property and equipment used in operations, net | 69,704 | 69,704 | 70,406 | ||
Depreciation expense | 910 | $ 1,000 | 2,990 | $ 2,948 | |
Land and land improvements | |||||
Property, Plant and Equipment | |||||
Total property and equipment used in operations | 59,115 | 59,115 | 59,346 | ||
Buildings and improvements | |||||
Property, Plant and Equipment | |||||
Total property and equipment used in operations | 14,697 | 14,697 | 14,805 | ||
Furniture and equipment | |||||
Property, Plant and Equipment | |||||
Total property and equipment used in operations | $ 6,779 | $ 6,779 | $ 4,523 |
Other Assets and Other Liabil_5
Other Assets and Other Liabilities - Schedule of Other Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jan. 01, 2019 |
Other Liabilities [Abstract] | ||||
Finance sub-lease liabilities | $ 284,558 | $ 8,688 | $ 8,688 | |
Derivative liability | 104,258 | 65,078 | ||
Lease liabilities | 17,671 | 17,738 | $ 11,100 | |
Other accrued expenses | 6,457 | 21,023 | ||
Accrued payroll and other compensation | 5,730 | 7,369 | ||
Deferred income taxes | 3,464 | 3,382 | ||
Accounts payable | 324 | 640 | ||
Total other liabilities | $ 422,462 | $ 123,918 |
Debt - Schedule Of Outstanding
Debt - Schedule Of Outstanding Indebtedness (Details) | Jan. 24, 2020 | May 15, 2019USD ($) | Feb. 05, 2018 | Jan. 31, 2020 | Dec. 31, 2017USD ($) | Sep. 30, 2020USD ($)instrument | Sep. 30, 2020USD ($)instrument | Dec. 31, 2019USD ($)instrument | May 19, 2019USD ($) | Jan. 03, 2019USD ($)instrument | Apr. 24, 2018USD ($)instrument |
Debt Instrument | |||||||||||
Debt instrument, face amount | $ 6,850,000,000 | $ 6,850,000,000 | $ 4,848,480,000 | ||||||||
Carrying Value | $ 6,761,832,000 | $ 6,761,832,000 | $ 4,791,563,000 | ||||||||
Interest Rate Swaps | |||||||||||
Debt Instrument | |||||||||||
Number of instruments | instrument | 2 | 4 | |||||||||
Notional amount | $ 500,000,000 | $ 1,500,000,000 | |||||||||
Interest Rate Swaps | LIBOR | |||||||||||
Debt Instrument | |||||||||||
Number of instruments | instrument | 6 | 6 | 6 | ||||||||
Notional amount | $ 2,000,000,000 | $ 2,000,000,000 | $ 2,000,000,000 | ||||||||
Fixed interest rate | 2.7173% | 2.7173% | 2.7173% | ||||||||
Term B Loan Facility | |||||||||||
Debt Instrument | |||||||||||
Debt instrument, face amount | $ 2,200,000,000 | ||||||||||
Senior Notes | Term B Loan Facility | |||||||||||
Debt Instrument | |||||||||||
Debt instrument, face amount | $ 2,100,000,000 | $ 2,100,000,000 | $ 2,100,000,000 | ||||||||
Carrying Value | $ 2,079,760,000 | $ 2,079,760,000 | $ 2,076,962,000 | ||||||||
Senior Notes | Term B Loan Facility | LIBOR | |||||||||||
Debt Instrument | |||||||||||
Basis spread on variable rate (percent) | 1.75% | 200.00% | |||||||||
Senior Notes | Second Lien Notes | |||||||||||
Debt Instrument | |||||||||||
Interest rate, stated percentage | 8.00% | ||||||||||
Debt instrument, face amount | $ 498,480,000 | ||||||||||
Carrying Value | $ 498,480,000 | ||||||||||
Unsecured Debt | Senior Unsecured 2025 Notes | |||||||||||
Debt Instrument | |||||||||||
Interest rate, stated percentage | 3.50% | 3.50% | |||||||||
Debt instrument, face amount | $ 750,000,000 | $ 750,000,000 | |||||||||
Carrying Value | $ 739,749,000 | $ 739,749,000 | |||||||||
Unsecured Debt | Senior Unsecured 2026 Notes | |||||||||||
Debt Instrument | |||||||||||
Interest rate, stated percentage | 4.25% | 4.25% | 4.25% | ||||||||
Debt instrument, face amount | $ 1,250,000,000 | $ 1,250,000,000 | $ 1,250,000,000 | ||||||||
Carrying Value | $ 1,232,405,000 | $ 1,232,405,000 | $ 1,231,227,000 | ||||||||
Unsecured Debt | Senior Unsecured 2027 Notes | |||||||||||
Debt Instrument | |||||||||||
Interest rate, stated percentage | 3.75% | 3.75% | |||||||||
Debt instrument, face amount | $ 750,000,000 | $ 750,000,000 | |||||||||
Carrying Value | $ 739,316,000 | $ 739,316,000 | |||||||||
Unsecured Debt | Senior Unsecured 2029 Notes | |||||||||||
Debt Instrument | |||||||||||
Interest rate, stated percentage | 4.625% | 4.625% | 4.625% | ||||||||
Debt instrument, face amount | $ 1,000,000,000 | $ 1,000,000,000 | $ 1,000,000,000 | ||||||||
Carrying Value | $ 985,330,000 | $ 985,330,000 | 984,894,000 | ||||||||
Unsecured Debt | Senior Unsecured 2030 Notes | |||||||||||
Debt Instrument | |||||||||||
Interest rate, stated percentage | 4.125% | 4.125% | |||||||||
Debt instrument, face amount | $ 1,000,000,000 | $ 1,000,000,000 | |||||||||
Carrying Value | 985,272,000 | 985,272,000 | |||||||||
Revolving Credit Facility | |||||||||||
Debt Instrument | |||||||||||
Debt instrument, face amount | $ 1,200,000,000 | $ 400,000,000 | |||||||||
Revolving Credit Facility | Minimum | |||||||||||
Debt Instrument | |||||||||||
Interest rate, stated percentage | 0.375% | ||||||||||
Revolving Credit Facility | Minimum | LIBOR | |||||||||||
Debt Instrument | |||||||||||
Basis spread on variable rate (percent) | 1.75% | ||||||||||
Revolving Credit Facility | Minimum | Base Rate | |||||||||||
Debt Instrument | |||||||||||
Basis spread on variable rate (percent) | 0.75% | ||||||||||
Revolving Credit Facility | Maximum | |||||||||||
Debt Instrument | |||||||||||
Interest rate, stated percentage | 0.50% | ||||||||||
Revolving Credit Facility | Maximum | LIBOR | |||||||||||
Debt Instrument | |||||||||||
Basis spread on variable rate (percent) | 2.00% | ||||||||||
Revolving Credit Facility | Maximum | Base Rate | |||||||||||
Debt Instrument | |||||||||||
Basis spread on variable rate (percent) | 1.00% | ||||||||||
Revolving Credit Facility | Term B Loan Facility | LIBOR | |||||||||||
Debt Instrument | |||||||||||
Basis spread on variable rate (percent) | 2.00% | 1.75% | 2.25% | ||||||||
Revolving Credit Facility | Term B Loan Facility | Minimum | LIBOR | |||||||||||
Debt Instrument | |||||||||||
Basis spread on variable rate (percent) | 1.75% | 1.75% | |||||||||
Revolving Credit Facility | Term B Loan Facility | Minimum | Base Rate | |||||||||||
Debt Instrument | |||||||||||
Basis spread on variable rate (percent) | 0.75% | ||||||||||
Revolving Credit Facility | Term B Loan Facility | Maximum | LIBOR | |||||||||||
Debt Instrument | |||||||||||
Basis spread on variable rate (percent) | 2.00% | 2.00% | |||||||||
Revolving Credit Facility | Term B Loan Facility | Maximum | Base Rate | |||||||||||
Debt Instrument | |||||||||||
Basis spread on variable rate (percent) | 1.00% | ||||||||||
Revolving Credit Facility | Senior Notes | |||||||||||
Debt Instrument | |||||||||||
Debt instrument, face amount | 0 | 0 | 0 | ||||||||
Carrying Value | 0 | 0 | $ 0 | ||||||||
Increase in borrowing capacity | $ 600,000,000 | ||||||||||
Maximum borrowing capacity | $ 600,000,000 | $ 1,000,000,000 | $ 1,000,000,000 | $ 1,000,000,000 | |||||||
Commitment fee percentage | 0.375% | 0.375% | |||||||||
Revolving Credit Facility | Senior Notes | LIBOR | |||||||||||
Debt Instrument | |||||||||||
Basis spread on variable rate (percent) | 2.00% | 200.00% | |||||||||
Revolving Credit Facility | Senior Notes | Minimum | |||||||||||
Debt Instrument | |||||||||||
Commitment fee percentage | 0.375% | ||||||||||
Revolving Credit Facility | Senior Notes | Maximum | |||||||||||
Debt Instrument | |||||||||||
Commitment fee percentage | 0.50% |
Debt - Schedule of Future Minim
Debt - Schedule of Future Minimum Repayment (Details) $ in Thousands | Sep. 30, 2020USD ($) |
Long-term Debt, Fiscal Year Maturity | |
2020 (remaining) | $ 0 |
2021 | 0 |
2022 | 10,000 |
2023 | 22,000 |
2024 | 2,068,000 |
2025 | 750,000 |
Thereafter | 4,000,000 |
Total minimum repayments | $ 6,850,000 |
Debt - Senior Unsecured Debt (D
Debt - Senior Unsecured Debt (Details) - USD ($) | Feb. 05, 2020 | Nov. 26, 2019 | Nov. 30, 2019 | Sep. 30, 2020 | Jan. 24, 2020 | Dec. 31, 2019 |
Debt Instrument | ||||||
Debt instrument, face amount | $ 6,850,000,000 | $ 4,848,480,000 | ||||
Escrow deposit | $ 2,000,000,000 | |||||
VICI Properties LP | ||||||
Debt Instrument | ||||||
Restricted net assets | $ 7,800,000,000 | |||||
Unsecured Debt | ||||||
Debt Instrument | ||||||
Cumulative adjusted funds from operations rate | 95.00% | |||||
Senior Unsecured Notes due 2026 | Unsecured Debt | ||||||
Debt Instrument | ||||||
Interest rate, stated percentage | 4.25% | |||||
Redemption price, percentage (equal to) | 100.00% | |||||
Senior Unsecured Notes due 2026 | Unsecured Debt | Debt Instrument, Redemption, Period One | ||||||
Debt Instrument | ||||||
Debt instrument, face amount | $ 1,250,000,000 | |||||
Redemption price, percentage (equal to) | 102.125% | |||||
Senior Unsecured Notes due 2026 | Unsecured Debt | Debt Instrument, Redemption, Period Two | ||||||
Debt Instrument | ||||||
Redemption price, percentage (equal to) | 101.063% | |||||
Senior Unsecured Notes due 2026 | Unsecured Debt | Debt Instrument, Redemption, Period Three | ||||||
Debt Instrument | ||||||
Redemption price, percentage (equal to) | 100.00% | |||||
Senior Unsecured Notes due 2026 | Unsecured Debt | Debt Instrument, Redemption, Period Five | ||||||
Debt Instrument | ||||||
Redemption price, percentage (equal to) | 104.25% | |||||
Senior Unsecured Notes due 2029 | Unsecured Debt | ||||||
Debt Instrument | ||||||
Interest rate, stated percentage | 4.625% | |||||
Redemption price, percentage (equal to) | 100.00% | |||||
Senior Unsecured Notes due 2029 | Unsecured Debt | Debt Instrument, Redemption, Period One | ||||||
Debt Instrument | ||||||
Redemption price, percentage (equal to) | 102.313% | |||||
Senior Unsecured Notes due 2029 | Unsecured Debt | Debt Instrument, Redemption, Period Two | ||||||
Debt Instrument | ||||||
Debt instrument, face amount | 1,000,000,000 | |||||
Redemption price, percentage (equal to) | 101.541% | |||||
Senior Unsecured Notes due 2029 | Unsecured Debt | Debt Instrument, Redemption, Period Three | ||||||
Debt Instrument | ||||||
Redemption price, percentage (equal to) | 100.771% | |||||
Senior Unsecured Notes due 2029 | Unsecured Debt | Debt Instrument, Redemption, Period Four | ||||||
Debt Instrument | ||||||
Redemption price, percentage (equal to) | 100.00% | |||||
Senior Unsecured Notes due 2029 | Unsecured Debt | Debt Instrument, Redemption, Period Six | ||||||
Debt Instrument | ||||||
Redemption price, percentage (equal to) | 104.625% | |||||
CPLV CMBS Debt | ||||||
Debt Instrument | ||||||
CPLV CMBS Debt prepayment penalty reimbursement | $ 110,800,000 | |||||
CPLV CMBS Debt | CPLV CMBS Debt | ||||||
Debt Instrument | ||||||
CPLV CMBS Debt prepayment penalty reimbursement | $ 55,400,000 | |||||
Senior Unsecured Notes due 2025 | Unsecured Debt | ||||||
Debt Instrument | ||||||
Interest rate, stated percentage | 3.50% | |||||
Redemption price, percentage (equal to) | 100.00% | |||||
Senior Unsecured Notes due 2025 | Unsecured Debt | Debt Instrument, Redemption, Period One | ||||||
Debt Instrument | ||||||
Debt instrument, face amount | $ 750,000,000 | |||||
Redemption price, percentage (equal to) | 101.75% | |||||
Senior Unsecured Notes due 2025 | Unsecured Debt | Debt Instrument, Redemption, Period Two | ||||||
Debt Instrument | ||||||
Redemption price, percentage (equal to) | 100.875% | |||||
Senior Unsecured Notes due 2025 | Unsecured Debt | Debt Instrument, Redemption, Period Three | ||||||
Debt Instrument | ||||||
Redemption price, percentage (equal to) | 100.00% | |||||
Senior Unsecured Notes due 2025 | Unsecured Debt | Debt Instrument, Redemption, Period Five | ||||||
Debt Instrument | ||||||
Percentage of aggregate principal redeemable (percent) | 40.00% | |||||
Redemption price, percentage (equal to) | 103.50% | |||||
Senior Unsecured Notes Due 2019 | Unsecured Debt | ||||||
Debt Instrument | ||||||
Percentage of aggregate principal redeemable (percent) | 60.00% | |||||
Senior Unsecured Notes Due 2019 | Unsecured Debt | Debt Instrument, Redemption, Period One | ||||||
Debt Instrument | ||||||
Percentage of aggregate principal redeemable (percent) | 40.00% | |||||
Senior Unsecured Notes due 2027 | Unsecured Debt | ||||||
Debt Instrument | ||||||
Interest rate, stated percentage | 3.75% | |||||
Redemption price, percentage (equal to) | 100.00% | |||||
Senior Unsecured Notes due 2027 | Unsecured Debt | Debt Instrument, Redemption, Period One | ||||||
Debt Instrument | ||||||
Redemption price, percentage (equal to) | 101.875% | |||||
Senior Unsecured Notes due 2027 | Unsecured Debt | Debt Instrument, Redemption, Period Two | ||||||
Debt Instrument | ||||||
Debt instrument, face amount | $ 750,000,000 | |||||
Redemption price, percentage (equal to) | 100.938% | |||||
Senior Unsecured Notes due 2027 | Unsecured Debt | Debt Instrument, Redemption, Period Three | ||||||
Debt Instrument | ||||||
Redemption price, percentage (equal to) | 100.00% | |||||
Senior Unsecured Notes due 2027 | Unsecured Debt | Debt Instrument, Redemption, Period Five | ||||||
Debt Instrument | ||||||
Percentage of aggregate principal redeemable (percent) | 40.00% | |||||
Redemption price, percentage (equal to) | 103.75% | |||||
Senior Unsecured Notes due 2030 | Unsecured Debt | ||||||
Debt Instrument | ||||||
Interest rate, stated percentage | 4.125% | |||||
Redemption price, percentage (equal to) | 100.00% | |||||
Senior Unsecured Notes due 2030 | Unsecured Debt | Debt Instrument, Redemption, Period One | ||||||
Debt Instrument | ||||||
Redemption price, percentage (equal to) | 102.063% | |||||
Senior Unsecured Notes due 2030 | Unsecured Debt | Debt Instrument, Redemption, Period Two | ||||||
Debt Instrument | ||||||
Redemption price, percentage (equal to) | 101.375% | |||||
Senior Unsecured Notes due 2030 | Unsecured Debt | Debt Instrument, Redemption, Period Three | ||||||
Debt Instrument | ||||||
Debt instrument, face amount | $ 1,000,000,000 | |||||
Redemption price, percentage (equal to) | 100.688% | |||||
Senior Unsecured Notes due 2030 | Unsecured Debt | Debt Instrument, Redemption, Period Four | ||||||
Debt Instrument | ||||||
Redemption price, percentage (equal to) | 100.00% | |||||
Senior Unsecured Notes due 2030 | Unsecured Debt | Debt Instrument, Redemption, Period Five | ||||||
Debt Instrument | ||||||
Percentage of aggregate principal redeemable (percent) | 40.00% | |||||
Senior Unsecured Notes due 2030 | Unsecured Debt | Debt Instrument, Redemption, Period Six | ||||||
Debt Instrument | ||||||
Redemption price, percentage (equal to) | 104.125% | |||||
Second Lien Notes | Unsecured Debt | ||||||
Debt Instrument | ||||||
Repayments of debt | 498,500,000 | |||||
Second Lien Notes And Second Lien Notes Applicable Premium | Unsecured Debt | ||||||
Debt Instrument | ||||||
Repayments of debt | $ 537,500,000 | |||||
Senior Unsecured Notes Due 2020 | Unsecured Debt | Debt Instrument, Redemption, Period Six | ||||||
Debt Instrument | ||||||
Percentage of principal required to be outstanding for redemption (percent) | 60.00% |
Debt - Senior Secured Credit Fa
Debt - Senior Secured Credit Facilities (Details) - USD ($) | Jan. 24, 2020 | May 15, 2019 | Feb. 05, 2018 | Jan. 31, 2020 | Feb. 28, 2018 | Dec. 31, 2017 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | May 19, 2019 |
Debt Instrument | ||||||||||
Debt instrument, face amount | $ 6,850,000,000 | $ 4,848,480,000 | ||||||||
Total net debt to adjusted asset ratio (not more than) | 0.65 | |||||||||
Permitted acquisitions consummated (not more than) | 0.70 | |||||||||
EBITDA to interest charges (not less than) | 2 | |||||||||
Proceeds from offering of common stock, net | 1,539,748,000 | $ 1,164,360,000 | ||||||||
Revolving Credit Facility | ||||||||||
Debt Instrument | ||||||||||
Debt instrument, face amount | $ 1,200,000,000 | $ 400,000,000 | ||||||||
Total net debt to adjusted asset ratio (not more than) | 0.75 | |||||||||
Percentage of utilization of credit facility | 30.00% | |||||||||
Repayment of revolving credit facility | $ 300,000,000 | |||||||||
Minimum | Revolving Credit Facility | ||||||||||
Debt Instrument | ||||||||||
Interest rate, stated percentage | 0.375% | |||||||||
Maximum | Revolving Credit Facility | ||||||||||
Debt Instrument | ||||||||||
Interest rate, stated percentage | 0.50% | |||||||||
LIBOR | Minimum | Revolving Credit Facility | ||||||||||
Debt Instrument | ||||||||||
Basis spread on variable rate (percent) | 1.75% | |||||||||
LIBOR | Maximum | Revolving Credit Facility | ||||||||||
Debt Instrument | ||||||||||
Basis spread on variable rate (percent) | 2.00% | |||||||||
Base Rate | Minimum | Revolving Credit Facility | ||||||||||
Debt Instrument | ||||||||||
Basis spread on variable rate (percent) | 0.75% | |||||||||
Base Rate | Maximum | Revolving Credit Facility | ||||||||||
Debt Instrument | ||||||||||
Basis spread on variable rate (percent) | 1.00% | |||||||||
Senior Notes | ||||||||||
Debt Instrument | ||||||||||
Percentage of funds from operations (not more than) | 95.00% | |||||||||
Percentage of adjusted total assets | 0.60% | |||||||||
Amount of adjusted total assets | $ 30,000,000 | |||||||||
Senior Notes | Revolving Credit Facility | ||||||||||
Debt Instrument | ||||||||||
Debt instrument, face amount | 0 | $ 0 | ||||||||
Maximum borrowing capacity | $ 600,000,000 | $ 1,000,000,000 | $ 1,000,000,000 | |||||||
Senior Notes | LIBOR | Revolving Credit Facility | ||||||||||
Debt Instrument | ||||||||||
Basis spread on variable rate (percent) | 2.00% | 200.00% | ||||||||
Term B Loan Facility | ||||||||||
Debt Instrument | ||||||||||
Debt instrument, face amount | $ 2,200,000,000 | |||||||||
Repayments of debt | $ 100,000,000 | |||||||||
Percentage of amortization of principal amount per annum | 1.00% | |||||||||
Term B Loan Facility | Revolving Credit Facility | ||||||||||
Debt Instrument | ||||||||||
Proceeds from offering of common stock, net | $ 1,300,000,000 | |||||||||
Term B Loan Facility | LIBOR | Revolving Credit Facility | ||||||||||
Debt Instrument | ||||||||||
Basis spread on variable rate (percent) | 2.00% | 1.75% | 2.25% | |||||||
Term B Loan Facility | LIBOR | Minimum | Revolving Credit Facility | ||||||||||
Debt Instrument | ||||||||||
Basis spread on variable rate (percent) | 1.75% | 1.75% | ||||||||
Term B Loan Facility | LIBOR | Maximum | Revolving Credit Facility | ||||||||||
Debt Instrument | ||||||||||
Basis spread on variable rate (percent) | 2.00% | 2.00% | ||||||||
Term B Loan Facility | Base Rate | Minimum | Revolving Credit Facility | ||||||||||
Debt Instrument | ||||||||||
Basis spread on variable rate (percent) | 0.75% | |||||||||
Term B Loan Facility | Base Rate | Maximum | Revolving Credit Facility | ||||||||||
Debt Instrument | ||||||||||
Basis spread on variable rate (percent) | 1.00% | |||||||||
Term B Loan Facility | Senior Notes | ||||||||||
Debt Instrument | ||||||||||
Debt instrument, face amount | $ 2,100,000,000 | $ 2,100,000,000 | ||||||||
Term B Loan Facility | Senior Notes | LIBOR | ||||||||||
Debt Instrument | ||||||||||
Basis spread on variable rate (percent) | 1.75% | 200.00% |
Debt - Bridge Facilities (Detai
Debt - Bridge Facilities (Details) - USD ($) | Feb. 20, 2020 | Jun. 24, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Feb. 05, 2020 | Nov. 30, 2019 |
Debt Instrument | ||||||||
Interest recorded in interest expense | $ 77,399,000 | $ 68,531,000 | $ 231,185,000 | $ 176,936,000 | ||||
Escrow deposit | $ 2,000,000,000 | |||||||
Eldorado Senior Bridge Facility | ||||||||
Debt Instrument | ||||||||
Maximum borrowing capacity | $ 1,200,000,000 | $ 3,200,000,000 | ||||||
Line of credit facility, structuring fee, percentage | 0.10% | |||||||
Interest recorded in interest expense | $ 0 | $ 3,100,000 | ||||||
Eldorado Senior Bridge Facility | Debt Instrument, Redemption, Period One | ||||||||
Debt Instrument | ||||||||
Commitment fee percentage | 0.25% | |||||||
Eldorado Senior Bridge Facility | Debt Instrument, Redemption, Period Two | ||||||||
Debt Instrument | ||||||||
Commitment fee percentage | 0.50% | |||||||
Eldorado Senior Bridge Facility | Debt Instrument, Redemption, Period Three | ||||||||
Debt Instrument | ||||||||
Commitment fee percentage | 0.75% | |||||||
Eldorado Senior Bridge Facility | Debt Instrument, Redemption, Period Four | ||||||||
Debt Instrument | ||||||||
Commitment fee percentage | 1.00% | |||||||
First Lien Secured Bridge Facility | Eldorado Senior Bridge Facility | ||||||||
Debt Instrument | ||||||||
Debt instrument, term | 364 days | |||||||
Maximum borrowing capacity | $ 3,300,000,000 | |||||||
Second Lien Secured Bridge Facility | Eldorado Senior Bridge Facility | ||||||||
Debt Instrument | ||||||||
Debt instrument, term | 364 days | |||||||
Maximum borrowing capacity | $ 1,500,000,000 | |||||||
Escrow deposit | 2,000,000,000 | $ 1,600,000,000 | ||||||
Maximum borrowing capacity, reduction amount | $ 2,000,000,000 |
Debt - Second Lien Notes (Detai
Debt - Second Lien Notes (Details) - USD ($) $ in Thousands | Feb. 20, 2020 | Feb. 20, 2020 | Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 |
Debt Instrument | ||||||
Loss on extinguishment of debt | $ 0 | $ 0 | $ 39,059 | $ 0 | ||
Second Lien Notes | Senior Notes | ||||||
Debt Instrument | ||||||
Redemption price, percentage (equal to) | 100.00% | |||||
Repayments of debt | $ 537,500 | |||||
Loss on extinguishment of debt | $ 39,100 |
Derivatives - Narrative (Detail
Derivatives - Narrative (Details) | Sep. 30, 2020USD ($)instrument | Dec. 31, 2019USD ($)instrument | Jan. 03, 2019USD ($)instrument | Apr. 24, 2018USD ($)instrument |
Term B Loan Facility | Senior Notes | ||||
Derivative | ||||
Variable rate debt not subject to interest rate swaps | $ 100,000,000 | |||
Interest Rate Swaps | ||||
Derivative | ||||
Number of instruments | instrument | 2 | 4 | ||
Notional amount | $ 500,000,000 | $ 1,500,000,000 | ||
Interest Rate Swap Maturing April 22, 2023 | ||||
Derivative | ||||
Number of instruments | instrument | 4 | 4 | ||
Notional amount | $ 1,500,000,000 | $ 1,500,000,000 | ||
Fixed interest rate | 2.8297% | 2.8297% |
Derivatives - Schedule of Deriv
Derivatives - Schedule of Derivatives (Details) | Sep. 30, 2020USD ($)instrument | Dec. 31, 2019USD ($)instrument |
Interest Rate Swap Maturing April 22, 2023 | ||
Derivative | ||
Number of Instruments | instrument | 4 | 4 |
Fixed Rate | 2.8297% | 2.8297% |
Notional | $ | $ 1,500,000,000 | $ 1,500,000,000 |
Interest Rate Swap Maturing January 22, 2021 | ||
Derivative | ||
Number of Instruments | instrument | 2 | 2 |
Fixed Rate | 2.3802% | 2.3802% |
Notional | $ | $ 500,000,000 | $ 500,000,000 |
Derivatives - Schedule of Der_2
Derivatives - Schedule of Derivatives on Income Statement (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Derivative | ||||||||
Unrealized gain (loss) recorded in other comprehensive income | $ 13,007 | $ 951 | $ (53,138) | $ (7,113) | $ (30,688) | $ (17,191) | $ (39,180) | $ (54,992) |
Interest recorded in interest expense | 77,399 | 68,531 | 231,185 | 176,936 | ||||
Interest Rate Swaps | ||||||||
Derivative | ||||||||
Interest recorded in interest expense | $ 12,970 | $ 2,386 | $ 29,664 | $ 4,816 |
Fair Value - Recurring Basis (D
Fair Value - Recurring Basis (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Financial assets: | ||
Short-term investments | $ 19,973 | $ 59,474 |
Financial liabilities: | ||
Derivative instruments - interest rate swaps | 104,258 | 65,078 |
Carrying Amount | Recurring | ||
Financial assets: | ||
Short-term investments | 19,973 | 59,474 |
Carrying Amount | Interest Rate Swaps | Recurring | ||
Financial liabilities: | ||
Derivative instruments - interest rate swaps | 104,258 | 65,078 |
Level 1 | Fair Value | Recurring | ||
Financial assets: | ||
Short-term investments | 0 | 0 |
Level 1 | Fair Value | Interest Rate Swaps | Recurring | ||
Financial liabilities: | ||
Derivative instruments - interest rate swaps | 0 | 0 |
Level 2 | Fair Value | Recurring | ||
Financial assets: | ||
Short-term investments | 19,973 | 59,474 |
Level 2 | Fair Value | Interest Rate Swaps | Recurring | ||
Financial liabilities: | ||
Derivative instruments - interest rate swaps | 104,258 | 65,078 |
Level 3 | Fair Value | Recurring | ||
Financial assets: | ||
Short-term investments | 0 | 0 |
Level 3 | Fair Value | Interest Rate Swaps | Recurring | ||
Financial liabilities: | ||
Derivative instruments - interest rate swaps | $ 0 | $ 0 |
Fair Value - Schedule Of Estima
Fair Value - Schedule Of Estimated Fair Values (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Carrying Amount | ||
Financial assets: | ||
Cash and cash equivalents | $ 144,057 | $ 1,101,893 |
Carrying Amount | Lease Financing Receivable | ||
Financial assets: | ||
Receivables | 2,600,228 | 0 |
Carrying Amount | Lease Loans Receivable | ||
Financial assets: | ||
Receivables | 533,713 | 0 |
Carrying Amount | Revolving Credit Facility | ||
Financial liabilities: | ||
Debt | 0 | 0 |
Carrying Amount | Term Loan B Facility | ||
Financial liabilities: | ||
Debt | 2,079,760 | 2,076,962 |
Carrying Amount | Second Lien Notes | ||
Financial liabilities: | ||
Debt | 0 | 498,480 |
Carrying Amount | 2025 Notes | ||
Financial liabilities: | ||
Debt | 739,749 | 0 |
Carrying Amount | 2026 Notes | ||
Financial liabilities: | ||
Debt | 1,232,405 | 1,231,227 |
Carrying Amount | 2027 Notes | ||
Financial liabilities: | ||
Debt | 739,316 | 0 |
Carrying Amount | 2029 Notes | ||
Financial liabilities: | ||
Debt | 985,330 | 984,894 |
Carrying Amount | 2030 Notes | ||
Financial liabilities: | ||
Debt | 985,272 | 0 |
Fair Value | ||
Financial assets: | ||
Cash and cash equivalents | 144,057 | 1,101,893 |
Fair Value | Lease Financing Receivable | ||
Financial assets: | ||
Receivables | 2,666,800 | 0 |
Fair Value | Lease Loans Receivable | ||
Financial assets: | ||
Receivables | 536,521 | 0 |
Fair Value | Revolving Credit Facility | ||
Financial liabilities: | ||
Debt | 0 | 0 |
Fair Value | Term Loan B Facility | ||
Financial liabilities: | ||
Debt | 2,023,875 | 2,110,500 |
Fair Value | Second Lien Notes | ||
Financial liabilities: | ||
Debt | 0 | 538,358 |
Fair Value | 2025 Notes | ||
Financial liabilities: | ||
Debt | 745,313 | 0 |
Fair Value | 2026 Notes | ||
Financial liabilities: | ||
Debt | 1,257,813 | 1,287,500 |
Fair Value | 2027 Notes | ||
Financial liabilities: | ||
Debt | 737,813 | 0 |
Fair Value | 2029 Notes | ||
Financial liabilities: | ||
Debt | 1,017,500 | 1,045,000 |
Fair Value | 2030 Notes | ||
Financial liabilities: | ||
Debt | $ 988,750 | $ 0 |
Fair Value - Narrative (Details
Fair Value - Narrative (Details) - USD ($) $ in Thousands | Jul. 20, 2020 | Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 |
Fair Value Disclosures [Abstract] | |||||
Gain upon lease modification | $ 333,400 | $ 333,352 | $ 0 | $ 333,352 | $ 0 |
Fair Value - Non-recurring Basi
Fair Value - Non-recurring Basis (Details) - Nonrecurring $ in Thousands | Jul. 20, 2020USD ($) |
Level 3 | Caesars Lease Agreements | |
Financial assets: | |
Investments in sales-type leases - Caesars Lease Agreements | $ 10,228,465 |
Carrying Amount | Caesars Lease Agreements | |
Financial assets: | |
Investments in sales-type leases - Caesars Lease Agreements | 10,228,465 |
Carrying Amount | Bally’s Atlantic City and Louisiana Downs | |
Financial assets: | |
Investments in sales-type leases - Caesars Lease Agreements | 24,266 |
Fair Value | Level 1 | Caesars Lease Agreements | |
Financial assets: | |
Investments in sales-type leases - Caesars Lease Agreements | 0 |
Fair Value | Level 1 | Bally’s Atlantic City and Louisiana Downs | |
Financial assets: | |
Investments in sales-type leases - Caesars Lease Agreements | 0 |
Fair Value | Level 2 | Caesars Lease Agreements | |
Financial assets: | |
Investments in sales-type leases - Caesars Lease Agreements | 0 |
Fair Value | Level 2 | Bally’s Atlantic City and Louisiana Downs | |
Financial assets: | |
Investments in sales-type leases - Caesars Lease Agreements | 24,266 |
Fair Value | Level 3 | Caesars Lease Agreements | |
Financial assets: | |
Investments in sales-type leases - Caesars Lease Agreements | 10,228,465 |
Fair Value | Level 3 | Bally’s Atlantic City and Louisiana Downs | |
Financial assets: | |
Investments in sales-type leases - Caesars Lease Agreements | $ 0 |
Fair Value - Significant Unobse
Fair Value - Significant Unobservable Inputs Used in Non-recurring Level 3 (Details) - Nonrecurring - Level 3 - Caesars Lease Agreements $ in Thousands | Jul. 20, 2020USD ($) |
Fair Value Measurement Inputs and Valuation Techniques | |
Investment in sales-type lease - Casinos | $ 10,228,465 |
Rent Multiple | Minimum | |
Fair Value Measurement Inputs and Valuation Techniques | |
Investments In Sales-type Leases, Measurement Input | 975.00% |
Rent Multiple | Maximum | |
Fair Value Measurement Inputs and Valuation Techniques | |
Investments In Sales-type Leases, Measurement Input | 1550.00% |
Rent Multiple | Weighted Average | |
Fair Value Measurement Inputs and Valuation Techniques | |
Investments In Sales-type Leases, Measurement Input | 1300.00% |
Commitments and Contingent Li_3
Commitments and Contingent Liabilities - Narrative (Details) $ in Thousands | May 10, 2019USD ($) | Jan. 01, 2019USD ($) | Sep. 30, 2020USD ($)option | Dec. 31, 2019USD ($) |
Loss Contingencies | ||||
Accounting Standards Update | us-gaap:AccountingStandardsUpdate201602Member | us-gaap:AccountingStandardsUpdate201613Member | ||
Investments in leases - operating | $ 11,100 | |||
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible List] | us-gaap:OtherAssets | us-gaap:OtherAssets | ||
Operating Lease, Liability, Statement of Financial Position [Extensible List] | us-gaap:OtherLiabilities | us-gaap:OtherLiabilities | ||
Lease liability | $ 11,100 | $ 17,671 | $ 17,738 | |
Finance lease, weighted average remaining lease term | 38 years | |||
Minimum | ||||
Loss Contingencies | ||||
Lessee, finance lease, discount rate (percent) | 6.00% | |||
Maximum | ||||
Loss Contingencies | ||||
Operating lease, discount rate (percent) | 5.50% | |||
Lessee, finance lease, discount rate (percent) | 8.00% | |||
Cascata Golf Course And Various Office In New Orleans And New York | ||||
Loss Contingencies | ||||
Weighted average remaining lease term | 15 years 7 months 6 days | |||
Cascata Golf Course | ||||
Loss Contingencies | ||||
Number of extension options | option | 3 | |||
Renewal term | 10 years | |||
New York Offices | ||||
Loss Contingencies | ||||
Renewal term | 5 years | |||
Lessee, initial term | 10 years | |||
Expenses related to operating lease commitments | $ 900 | |||
New York Offices | Minimum | ||||
Loss Contingencies | ||||
Operating lease, discount rate (percent) | 5.30% |
Commitments and Contingent Li_4
Commitments and Contingent Liabilities - Schedule of Rent Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | |
Leases, Operating [Abstract] | |||||
Rent expense | $ 503 | $ 421 | $ 1,506 | $ 1,200 | |
Contractual rent | 465 | 318 | 1,133 | 953 | |
Leases, Finance [Abstract] | |||||
Sales-type sub-leases | 277,308 | 8,688 | 277,308 | 8,688 | $ 8,688 |
Finance sub-lease liabilities | 284,558 | 8,688 | 284,558 | 8,688 | $ 8,688 |
Contractual rent | 11,838 | 154 | 12,146 | 298 | |
Other income | |||||
Leases, Finance [Abstract] | |||||
Rental income | 5,699 | 5,976 | |||
Rental expense | $ 5,699 | $ 5,976 | |||
General and administrative expense | |||||
Leases, Finance [Abstract] | |||||
Rental income | 139 | 271 | |||
Rental expense | $ 139 | $ 271 |
Commitments and Contingent Li_5
Commitments and Contingent Liabilities - Schedule Of Future Minimum Lease Payments (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jan. 01, 2019 |
Operating Leases | ||||
2020 (remaining) | $ 467 | |||
2021 | 1,851 | |||
2022 | 1,808 | |||
2023 | 1,827 | |||
2024 | 1,847 | |||
2025 | 1,908 | |||
Thereafter | 19,074 | |||
Total minimum lease commitments | 28,782 | |||
Discounting factor | 11,111 | |||
Lease liability | 17,671 | $ 17,738 | $ 11,100 | |
Financing Receivables | ||||
2020 (remaining) | 5,838 | |||
2021 | 26,350 | |||
2022 | 26,350 | |||
2023 | 23,350 | |||
2024 | 23,350 | |||
2025 | 23,350 | |||
Thereafter | 765,079 | |||
Total minimum lease commitments | 893,666 | |||
Discounting factor | 609,108 | |||
Finance sub-lease liabilities | $ 284,558 | $ 8,688 | $ 8,688 |
Stockholders' Equity - Narrativ
Stockholders' Equity - Narrative (Details) - USD ($) | Sep. 28, 2020 | Jun. 17, 2020 | Jun. 02, 2020 | Jun. 28, 2019 | Dec. 19, 2018 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Jun. 30, 2019 | Mar. 31, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 |
Class of Stock | |||||||||||||
Total number of common and preferred shares authorized (in shares) | 750,000,000 | 750,000,000 | |||||||||||
Common stock, shares authorized (in shares) | 700,000,000 | 700,000,000 | 700,000,000 | ||||||||||
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 | $ 0.01 | ||||||||||
Preferred stock, shares authorized (in shares) | 50,000,000 | 50,000,000 | 50,000,000 | ||||||||||
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 | $ 0.01 | ||||||||||
Aggregate offering value of shares | $ 63,032,000 | $ 1,276,624,000 | $ 199,877,000 | $ 1,036,280,000 | $ 128,265,000 | ||||||||
Proceeds from issuance of common stock | $ 1,539,748,000 | $ 1,164,360,000 | |||||||||||
Additional shares subject to forward sale agreement (in shares) | 68,000,000 | 0 | |||||||||||
Forward Sales Agreement | |||||||||||||
Class of Stock | |||||||||||||
Shares issued in IPO (in shares) | 50,000,000 | ||||||||||||
Forward contract indexed to issuer's equity (in shares) | 29,900,000 | ||||||||||||
Future stock to be issued during period, shares sold pursuant to the exercise In full of underwriters' option to purchase additional common stock | 3,900,000 | 15,000,000 | |||||||||||
Share price (in dollars per share) | $ 22.15 | $ 21.50 | |||||||||||
Aggregate offering value of shares | $ 662,300,000 | $ 1,100,000,000 | |||||||||||
Number of Shares Issued (in shares) | 3,000,000 | ||||||||||||
Proceeds from issuance of common stock | $ 63,000,000 | $ 1,300,000,000 | $ 1,000,000,000 | ||||||||||
Sale of Stock Price (in dollars per share) | $ 21.04 | ||||||||||||
Offering forward price (in dollars per share) | $ 21.37 | $ 19.64 | |||||||||||
Additional shares subject to forward sale agreement (in shares) | 65,000,000 | 65,000,000 | |||||||||||
ATM Stock Offering Program | |||||||||||||
Class of Stock | |||||||||||||
Shares issued in IPO (in shares) | 7,500,000 | 6,107,633 | 6,107,633 | ||||||||||
Proceeds from issuance of common stock | $ 200,000,000 | $ 128,300,000 | |||||||||||
Maximum amount of shares to be sold | $ 750,000,000 | ||||||||||||
Plan | Forward Sales Agreement | |||||||||||||
Class of Stock | |||||||||||||
Number of Shares Issued (in shares) | 3,100,000 | ||||||||||||
Shares issued related to forward sale (shares) | 26,900,000 | ||||||||||||
Forward agreement on the proceeds from issuance of common stock | $ 557,000,000 | ||||||||||||
Offering forward price (in dollars per share) | $ 20.71 | $ 20.71 | |||||||||||
Forward share agreements, payments for repurchase of common stock | $ 71,600,000 |
Stockholders' Equity - Schedule
Stockholders' Equity - Schedule of Common Stock Outstanding (Details) - shares | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | |
Increase (Decrease) in Stockholders' Equity | |||
Beginning balance | 461,004,742 | 404,729,616 | 404,729,616 |
Additional shares subject to forward sale agreement (in shares) | 68,000,000 | 0 | |
Ending balance | 536,668,779 | 461,005,745 | 461,004,742 |
Stock Incentive Plan | |||
Increase (Decrease) in Stockholders' Equity | |||
Stock issued during period (in shares) | 164,037 | 168,496 | |
Performance-Based Stock Incentive Plan | |||
Increase (Decrease) in Stockholders' Equity | |||
Stock issued during period (in shares) | 239,437 | 157,512 | |
Follow-On Offerings | |||
Increase (Decrease) in Stockholders' Equity | |||
Stock issued during period (in shares) | 0 | 50,000,000 | |
Additional shares subject to forward sale agreement (in shares) | 26,900,000 | ||
ATM Stock Offering Program | |||
Increase (Decrease) in Stockholders' Equity | |||
Stock issued during period (in shares) | 7,500,000 | 6,107,633 | 6,107,633 |
Stockholders' Equity - Schedu_2
Stockholders' Equity - Schedule of Dividends Declared (Details) - $ / shares | 3 Months Ended | 12 Months Ended | ||||
Sep. 30, 2020 | Jun. 30, 2020 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2019 | |
Equity [Abstract] | ||||||
Dividends declared per common share (in dollars per share) | $ 0.3300 | $ 0.2975 | $ 0.2975 | $ 0.2875 | $ 0.2875 | $ 0.2975 |
Earnings Per Share - Schedule O
Earnings Per Share - Schedule Of Weighted Average Earnings Per Share (Details) - shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Earnings Per Share [Abstract] | ||||
Weighted-average common shares outstanding (in shares) | 533,407,916 | 460,666,295 | 496,002,850 | 426,437,889 |
Assumed conversion of restricted stock (in shares) | 501,000 | 370,000 | 323,000 | 263,000 |
Assumed settlement of forward sale agreements (in shares) | 2,271,000 | 4,735,000 | 3,656,000 | 1,665,000 |
Diluted weighted-average common shares outstanding (in shares) | 536,180,175 | 465,771,668 | 499,982,269 | 428,366,146 |
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 | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Basic: | ||||
Net income attributable to common stockholders | $ 398,274 | $ 144,435 | $ 603,664 | $ 447,333 |
Weighted-average common shares outstanding (in shares) | 533,407,916 | 460,666,295 | 496,002,850 | 426,437,889 |
Basic EPS (in dollars per share) | $ 0.75 | $ 0.31 | $ 1.22 | $ 1.05 |
Diluted: | ||||
Net income attributable to common stockholders | $ 398,274 | $ 144,435 | $ 603,664 | $ 447,333 |
Diluted weighted-average common shares outstanding (in shares) | 536,180,175 | 465,771,668 | 499,982,269 | 428,366,146 |
Diluted EPS (in dollars per share) | $ 0.74 | $ 0.31 | $ 1.21 | $ 1.04 |
Stock-Based Compensation - Narr
Stock-Based Compensation - Narrative (Details) $ in Millions | 9 Months Ended |
Sep. 30, 2020USD ($)shares | |
Share-based Compensation Arrangement by Share-based Payment Award | |
Unrecognized compensation costs | $ | $ 11.5 |
Weighted average period (in years) | 1 year 9 months 18 days |
Stock Incentive Plan | |
Share-based Compensation Arrangement by Share-based Payment Award | |
Number of shares authorized (in shares) | 12,750,000 |
Number of remaining shares authorized (in shares) | 11,477,422 |
Stock-Based Compensation - Sche
Stock-Based Compensation - Schedule of Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
General and administrative expense | ||||
Share-based Compensation Arrangement by Share-based Payment Award | ||||
Stock-based compensation expense | $ 2,013 | $ 1,404 | $ 5,375 | $ 3,821 |
Stock-Based Compensation - Sc_2
Stock-Based Compensation - Schedule Of Restricted Stock (Details) - Restricted Stock Units (RSUs) - $ / shares shares in Thousands | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Shares | ||
Beginning balance (in shares) | 601 | 398 |
Granted (in shares) | 422 | 338 |
Vested (in shares) | (116) | (94) |
Forfeited (in shares) | (25) | (12) |
Canceled (in shares) | 0 | 0 |
Ending balance (in shares) | 882 | 630 |
Weighted Average Grant Date Fair Value | ||
Beginning balance (in dollars per share) | $ 21.16 | $ 19.60 |
Granted (in dollars per share) | 21.49 | 22.03 |
Vested (in dollars per share) | 21.08 | 19.44 |
Forfeited (in dollars per share) | 21.21 | 20.78 |
Canceled (in dollars per share) | 0 | 0 |
Ending balance (in dollars per share) | $ 21.32 | $ 20.90 |
Segment Information - Narrative
Segment Information - Narrative (Details) - 9 months ended Sep. 30, 2020 | segmentproperty | golf_course |
Segment Reporting Information | ||
Number of reportable segments | 2 | |
Number of real estate properties (properties) | 29 | 4 |
Golf Course Business | ||
Segment Reporting Information | ||
Number of reportable segments | 1 |
Segment Information - Schedule
Segment Information - Schedule Of Segment Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||||||
Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | |
Segment Reporting Information | |||||||||
Revenues | $ 339,653 | $ 222,513 | $ 852,556 | $ 657,261 | |||||
Operating income | 139,683 | 208,380 | 536,340 | 615,741 | |||||
Interest expense | (77,399) | (68,531) | (231,185) | (176,936) | |||||
Gain upon lease modification | 333,352 | 0 | 333,352 | 0 | |||||
Loss on extinguishment of debt | 0 | 0 | (39,059) | 0 | |||||
Income (loss) before income taxes | 395,850 | 146,539 | 606,191 | 454,666 | |||||
Income tax benefit (expense) | 368 | (24) | (395) | (1,098) | |||||
Net income (loss) | 396,218 | $ 231,643 | $ (22,065) | 146,515 | $ 154,127 | $ 152,926 | 605,796 | 453,568 | |
Depreciation | 910 | 1,000 | 2,990 | 2,948 | |||||
Total assets | 16,851,830 | 12,581,466 | 16,851,830 | 12,581,466 | $ 13,265,619 | ||||
Total liabilities | 7,482,291 | 4,507,397 | 7,482,291 | 4,507,397 | $ 5,216,630 | ||||
Real Property Business | |||||||||
Segment Reporting Information | |||||||||
Revenues | 334,015 | 216,914 | 835,283 | 636,040 | |||||
Operating income | 139,596 | 209,202 | 535,151 | 611,824 | |||||
Interest expense | (77,399) | (68,531) | (231,185) | (176,936) | |||||
Gain upon lease modification | 333,352 | 0 | 333,352 | 0 | |||||
Loss on extinguishment of debt | (39,059) | 0 | |||||||
Income (loss) before income taxes | 395,763 | 147,275 | 604,985 | 450,552 | |||||
Income tax benefit (expense) | 386 | (187) | (128) | (187) | |||||
Net income (loss) | 396,149 | 147,088 | 604,857 | 450,365 | |||||
Depreciation | 31 | 3 | 85 | 8 | |||||
Total assets | 16,761,134 | 12,481,892 | 16,761,134 | 12,481,892 | |||||
Total liabilities | 7,465,576 | 4,491,307 | 7,465,576 | 4,491,307 | |||||
Golf Course Business | |||||||||
Segment Reporting Information | |||||||||
Revenues | 5,638 | 5,599 | 17,273 | 21,221 | |||||
Operating income | 87 | (822) | 1,189 | 3,917 | |||||
Interest expense | 0 | 0 | 0 | 0 | |||||
Gain upon lease modification | 0 | 0 | 0 | 0 | |||||
Loss on extinguishment of debt | 0 | 0 | |||||||
Income (loss) before income taxes | 87 | (736) | 1,206 | 4,114 | |||||
Income tax benefit (expense) | (18) | 163 | (267) | (911) | |||||
Net income (loss) | 69 | (573) | 939 | 3,203 | |||||
Depreciation | 879 | 997 | 2,905 | 2,940 | |||||
Total assets | 90,696 | 99,574 | 90,696 | 99,574 | |||||
Total liabilities | $ 16,715 | $ 16,090 | $ 16,715 | $ 16,090 |