Leases | 9 Months Ended |
Sep. 30, 2021 |
Leases [Abstract] | |
Leases | Leases Master Leases The components contained within the Master Leases are accounted for as either (i) operating leases, (ii) finance leases, or (iii) financing obligations. Changes to future lease payments under the Master Leases (i.e., when future escalators become known or future variable rent resets occur), which are discussed below, require the Company to either (i) increase both the ROU assets and corresponding lease liabilities with respect to operating and finance leases or (ii) record the incremental variable payment associated with the financing obligation to interest expense. In addition, monthly rent associated with Hollywood Casino Columbus (“Columbus”) and monthly rent in excess of the Hollywood Casino Toledo (“Toledo”) rent floor, which are discussed below, are considered contingent rent. Pursuant to a binding term sheet between the Company and GLPI entered into on March 27, 2020, we agreed that, in the future, we would exercise the next scheduled five-year renewal under the Penn Master Lease and the Pinnacle Master Lease. GLPI agreed they would grant us the option to exercise an additional five-year renewal term at the end of the lease term on the Penn Master Lease and the Pinnacle Master Lease, subject to certain conditions. In the future, upon exercising each of these renewal options, the term of the Penn Master Lease would extend to November 30, 2033 and the term of the Pinnacle Master Lease would extend to April 30, 2031. If all renewal options contained within the Penn Master Lease and the Pinnacle Master Lease were exercised, inclusive of these renewal options, the term of the Penn Master Lease would extend to November 30, 2053 and the term of the Pinnacle Master Lease would extend to April 30, 2056. Penn Master Lease Pursuant to the triple net master lease with GLPI (the “Penn Master Lease”), which became effective November 1, 2013, the Company leases real estate assets associated with 19 of the gaming facilities used in its operations. The Penn Master Lease has an initial term of 15 years with four subsequent, five-year renewal periods on the same terms and conditions, exercisable at the Company’s option. The Company has determined that the lease term is 35 years. The payment structure under the Penn Master Lease includes a fixed component, a portion of which is subject to an annual escalator of up to 2%, depending on the Adjusted Revenue to Rent Ratio (as defined in the Penn Master Lease) of 1.8:1, and a component that is based on performance, which is prospectively adjusted (i) every five years by an amount equal to 4% of the average change in net revenues of all properties under the Penn Master Lease (other than Columbus and Toledo) compared to a contractual baseline during the preceding five years (“Penn Percentage Rent”) and (ii) monthly by an amount equal to 20% of the net revenues of Columbus and Toledo in excess of a contractual baseline and subject to a rent floor specific to Toledo. As a result of the annual escalator effective November 1, 2021, for the lease year ended October 31, 2021, the fixed component of rent increased by $5.6 million. The next Penn Percentage Rent reset is scheduled to occur on November 1, 2023. Pinnacle Master Lease In connection with the acquisition of Pinnacle Entertainment, Inc., on October 15, 2018, the Company assumed a triple net master lease with GLPI (the “Pinnacle Master Lease”), originally effective April 28, 2016, pursuant to which the Company leases real estate assets associated with 12 of the gaming facilities used in its operations. Upon assumption of the Pinnacle Master Lease, as amended, there were 7.5 years remaining of the initial ten-year term, with five subsequent, five-year renewal periods, on the same terms and conditions, exercisable at the Company’s option. The Company has determined that the lease term is 32.5 years. The payment structure under the Pinnacle Master Lease includes a fixed component, a portion of which is subject to an annual escalator of up to 2%, depending on the Adjusted Revenue to Rent Ratio (as defined in the Pinnacle Master Lease) of 1.8:1, and a component that is based on the performance, which is prospectively adjusted every two years by an amount equal to 4% of the average change in net revenues compared to a contractual baseline during the preceding two years (“Pinnacle Percentage Rent”). As a result of the annual escalator, effective as of May 1, 2021 for the lease year ended April 30, 2021, the fixed component of rent increased by $4.5 million and an additional ROU asset and corresponding lease liability of $17.2 million were recognized associated with the operating lease components of the Pinnacle Master Lease. The next Pinnacle Percentage Rent reset and Annual Escalator test date is scheduled to occur on May 1, 2022. Perryville Lease In conjunction with the acquisition of the operations of Hollywood Casino Perryville on July 1, 2021, the Company entered into a triple net lease with GLPI for the real estate assets associated with the property (“Perryville Lease”) for initial annual rent of $7.8 million per year subject to escalation, as discussed in Note 6 “Acquisitions and Dispositions.” The initial term of the Perryville Lease is twenty years with three subsequent, five-year renewal periods, exercisable at the Company’s option. The building portion of the annual rent is subject to a fixed annual escalation of 1.50% in each of the following three years, with subsequent annual escalations of either (i) 1.25%, if the consumer price index increase is greater than 0.50%, or (ii) zero, if the consumer price index increase is less than 0.50%. We determined the transaction to be a finance lease arrangement and upon execution of the Perryville Lease, recorded a $102.9 million ROU asset and a corresponding lease liability. The interest portion of lease payments is included in “Interest expense, net” and the depreciation of the ROU asset is included in “Depreciation and amortization”, both within our unaudited Consolidated Statements of Operations and Comprehensive Income (Loss). Operating Leases In addition to the operating lease components contained within the Master Leases (primarily land), the Company’s operating leases consist mainly of (i) individual triple net leases with GLPI for the real estate assets used in the operations of Tropicana Las Vegas Hotel and Casino (the “Tropicana Lease”) and Hollywood Casino at Meadows Racetrack (the “Meadows Lease”), (ii) individual triple net leases with VICI Properties Inc. ("VICI") for the real estate assets used in the operations of Margaritaville Resort Casino (the “Margaritaville Lease”) and Greektown Casino-Hotel (the “Greektown Lease” and collectively with the Master Leases operating lease components (primarily the land), the Meadows Lease, the Margaritaville Lease and the Tropicana Lease, the “Triple Net Operating Leases”), (iii) ground and levee leases to landlords which were not assumed by our REIT Landlords and remain an obligation of the Company, and (iv) building and equipment not subject to the Master Leases. Certain of our lease agreements include rental payments based on a percentage of sales over specified contractual amounts, rental payments adjusted periodically for inflation, and rental payments based on usage. The Company’s leases include options to extend the lease terms. The Company’s operating lease agreements do not contain any material residual value guarantees or material restrictive covenants. On February 1, 2021, the Margaritaville Percentage Rent reset resulted in an annual rent reduction of $0.1 million, which will be in effect until the next Margaritaville Percentage Rent reset, scheduled to occur on February 1, 2023. Upon reset of the Margaritaville Percentage Rent, effective February 1, 2021, we recognized an additional operating lease ROU asset and corresponding lease liability of $5.5 million. We did not incur an annual escalator for the lease year ended January 31, 2021. The next annual escalator test date is scheduled to occur on February 1, 2022. On June 1, 2021, the Greektown Percentage Rent reset resulted in an annual rent reduction of $4.2 million, which will be in effect until the next Greektown Percentage Rent reset, scheduled to occur on June 1, 2023. Upon reset of the Greektown Percentage Rent, effective June 1, 2021, we recognized an additional operating lease ROU asset and corresponding lease liability of $4.1 million. In May 2020, the lease was amended to remove the escalator for the lease years ending May 31, 2021 and 2022 and to provide for a Net Revenue to Rent coverage floor to be mutually agreed upon prior to the commencement of the fourth lease year (June 1, 2022). The following is a maturity analysis of our operating leases, finance leases and financing obligations as of September 30, 2021: (in millions) Operating Leases Finance Leases Financing Obligations Year ended December 31, 2021 (excluding the nine months ended September 30, 2021) $ 104.9 $ 7.4 $ 92.6 2022 414.9 29.4 370.3 2023 402.9 28.7 370.4 2024 385.3 24.7 370.4 2025 382.5 24.7 370.5 Thereafter 7,824.5 512.3 9,095.3 Total lease payments 9,515.0 627.2 10,669.5 Less: Imputed interest (5,088.3) (311.0) (6,563.5) Present value of future lease payments 4,426.7 316.2 4,106.0 Less: Current portion of lease obligations (133.5) (9.5) (38.2) Long-term portion of lease obligations $ 4,293.2 $ 306.7 $ 4,067.8 Total payments made under the Triple Net Leases were as follows: For the three months ended September 30, For the nine months ended September 30, (in millions) 2021 2020 2021 2020 Penn Master Lease (1) $ 118.4 $ 120.3 $ 357.1 $ 343.4 Pinnacle Master Lease (1) 82.4 81.3 245.8 245.6 Perryville Lease 1.9 — 1.9 — Meadows Lease (1) 6.2 6.7 18.6 20.2 Margaritaville Lease 5.9 5.9 17.6 17.6 Greektown Lease 12.9 13.9 40.3 41.7 Morgantown Lease 0.8 — 2.3 — Total (2) $ 228.5 $ 228.1 $ 683.6 $ 668.5 (1) During the three and nine months ended September 30, 2020, we utilized rent credits to pay $83.0 million, $54.2 million, and $4.5 million, and $155.1 million, $108.4 million, and $9.0 million of rent under the Penn Master Lease, Pinnacle Master Lease and Meadows Lease, respectively. (2) Rent payable under the Tropicana Lease is nominal. Therefore, it has been excluded from the table above. The components of lease expense were as follows: Location on unaudited Consolidated Statements of Operations and Comprehensive Income (Loss) For the three months ended September 30, For the nine months ended September 30, (in millions) 2021 2020 2021 2020 Operating Lease Costs Rent expense associated with triple net operating leases (1) General and administrative $ 116.0 $ 109.0 $ 342.9 $ 310.3 Operating lease cost (2) Primarily General and administrative 4.1 3.9 11.9 11.9 Short-term lease cost Primarily Gaming expense 17.0 10.3 45.8 26.5 Variable lease cost (2) Primarily Gaming expense 1.3 0.8 3.4 1.8 Total $ 138.4 $ 124.0 $ 404.0 $ 350.5 Finance Lease Costs Interest on lease liabilities (3) Interest expense, net $ 4.7 $ 3.8 $ 12.1 $ 11.5 Amortization of ROU assets (3) Depreciation and amortization 3.3 2.0 7.3 6.0 Total $ 8.0 $ 5.8 $ 19.4 $ 17.5 Financing Obligation Costs Interest on financing obligations (4) Interest expense, net $ 104.5 $ 103.7 $ 312.4 $ 300.2 (1) Pertains to the Triple Net Operating Leases, inclusive of the variable expense associated with Columbus and Toledo for the operating lease components (the land), which was $5.0 million and $14.3 million for the three and nine months ended September 30, 2021, respectively; and $4.8 million and $9.5 million for the three and nine months ended September 30, 2020 respectively, pertaining to Columbus. (2) Excludes the operating lease costs and variable lease costs pertaining to our triple net leases with our REIT landlords classified as operating leases, discussed in footnote (1) above. (3) Primarily pertains to the Dayton and Mahoning Valley finance leases and the Perryville Lease (effective July 1, 2021). (4) Pertains to the components contained within the Master Leases (primarily buildings) and Morgantown Lease determined to be financing obligations, inclusive of the variable expense associated with Columbus and Toledo for the finance lease components (the buildings), which was $4.6 million and $13.1 million for the three and nine months ended September 30, 2021, respectively; and $5.0 million and $10.6 million for the three and nine months ended September 30, 2020, respectively, pertaining to Columbus. |
Leases | Leases Master Leases The components contained within the Master Leases are accounted for as either (i) operating leases, (ii) finance leases, or (iii) financing obligations. Changes to future lease payments under the Master Leases (i.e., when future escalators become known or future variable rent resets occur), which are discussed below, require the Company to either (i) increase both the ROU assets and corresponding lease liabilities with respect to operating and finance leases or (ii) record the incremental variable payment associated with the financing obligation to interest expense. In addition, monthly rent associated with Hollywood Casino Columbus (“Columbus”) and monthly rent in excess of the Hollywood Casino Toledo (“Toledo”) rent floor, which are discussed below, are considered contingent rent. Pursuant to a binding term sheet between the Company and GLPI entered into on March 27, 2020, we agreed that, in the future, we would exercise the next scheduled five-year renewal under the Penn Master Lease and the Pinnacle Master Lease. GLPI agreed they would grant us the option to exercise an additional five-year renewal term at the end of the lease term on the Penn Master Lease and the Pinnacle Master Lease, subject to certain conditions. In the future, upon exercising each of these renewal options, the term of the Penn Master Lease would extend to November 30, 2033 and the term of the Pinnacle Master Lease would extend to April 30, 2031. If all renewal options contained within the Penn Master Lease and the Pinnacle Master Lease were exercised, inclusive of these renewal options, the term of the Penn Master Lease would extend to November 30, 2053 and the term of the Pinnacle Master Lease would extend to April 30, 2056. Penn Master Lease Pursuant to the triple net master lease with GLPI (the “Penn Master Lease”), which became effective November 1, 2013, the Company leases real estate assets associated with 19 of the gaming facilities used in its operations. The Penn Master Lease has an initial term of 15 years with four subsequent, five-year renewal periods on the same terms and conditions, exercisable at the Company’s option. The Company has determined that the lease term is 35 years. The payment structure under the Penn Master Lease includes a fixed component, a portion of which is subject to an annual escalator of up to 2%, depending on the Adjusted Revenue to Rent Ratio (as defined in the Penn Master Lease) of 1.8:1, and a component that is based on performance, which is prospectively adjusted (i) every five years by an amount equal to 4% of the average change in net revenues of all properties under the Penn Master Lease (other than Columbus and Toledo) compared to a contractual baseline during the preceding five years (“Penn Percentage Rent”) and (ii) monthly by an amount equal to 20% of the net revenues of Columbus and Toledo in excess of a contractual baseline and subject to a rent floor specific to Toledo. As a result of the annual escalator effective November 1, 2021, for the lease year ended October 31, 2021, the fixed component of rent increased by $5.6 million. The next Penn Percentage Rent reset is scheduled to occur on November 1, 2023. Pinnacle Master Lease In connection with the acquisition of Pinnacle Entertainment, Inc., on October 15, 2018, the Company assumed a triple net master lease with GLPI (the “Pinnacle Master Lease”), originally effective April 28, 2016, pursuant to which the Company leases real estate assets associated with 12 of the gaming facilities used in its operations. Upon assumption of the Pinnacle Master Lease, as amended, there were 7.5 years remaining of the initial ten-year term, with five subsequent, five-year renewal periods, on the same terms and conditions, exercisable at the Company’s option. The Company has determined that the lease term is 32.5 years. The payment structure under the Pinnacle Master Lease includes a fixed component, a portion of which is subject to an annual escalator of up to 2%, depending on the Adjusted Revenue to Rent Ratio (as defined in the Pinnacle Master Lease) of 1.8:1, and a component that is based on the performance, which is prospectively adjusted every two years by an amount equal to 4% of the average change in net revenues compared to a contractual baseline during the preceding two years (“Pinnacle Percentage Rent”). As a result of the annual escalator, effective as of May 1, 2021 for the lease year ended April 30, 2021, the fixed component of rent increased by $4.5 million and an additional ROU asset and corresponding lease liability of $17.2 million were recognized associated with the operating lease components of the Pinnacle Master Lease. The next Pinnacle Percentage Rent reset and Annual Escalator test date is scheduled to occur on May 1, 2022. Perryville Lease In conjunction with the acquisition of the operations of Hollywood Casino Perryville on July 1, 2021, the Company entered into a triple net lease with GLPI for the real estate assets associated with the property (“Perryville Lease”) for initial annual rent of $7.8 million per year subject to escalation, as discussed in Note 6 “Acquisitions and Dispositions.” The initial term of the Perryville Lease is twenty years with three subsequent, five-year renewal periods, exercisable at the Company’s option. The building portion of the annual rent is subject to a fixed annual escalation of 1.50% in each of the following three years, with subsequent annual escalations of either (i) 1.25%, if the consumer price index increase is greater than 0.50%, or (ii) zero, if the consumer price index increase is less than 0.50%. We determined the transaction to be a finance lease arrangement and upon execution of the Perryville Lease, recorded a $102.9 million ROU asset and a corresponding lease liability. The interest portion of lease payments is included in “Interest expense, net” and the depreciation of the ROU asset is included in “Depreciation and amortization”, both within our unaudited Consolidated Statements of Operations and Comprehensive Income (Loss). Operating Leases In addition to the operating lease components contained within the Master Leases (primarily land), the Company’s operating leases consist mainly of (i) individual triple net leases with GLPI for the real estate assets used in the operations of Tropicana Las Vegas Hotel and Casino (the “Tropicana Lease”) and Hollywood Casino at Meadows Racetrack (the “Meadows Lease”), (ii) individual triple net leases with VICI Properties Inc. ("VICI") for the real estate assets used in the operations of Margaritaville Resort Casino (the “Margaritaville Lease”) and Greektown Casino-Hotel (the “Greektown Lease” and collectively with the Master Leases operating lease components (primarily the land), the Meadows Lease, the Margaritaville Lease and the Tropicana Lease, the “Triple Net Operating Leases”), (iii) ground and levee leases to landlords which were not assumed by our REIT Landlords and remain an obligation of the Company, and (iv) building and equipment not subject to the Master Leases. Certain of our lease agreements include rental payments based on a percentage of sales over specified contractual amounts, rental payments adjusted periodically for inflation, and rental payments based on usage. The Company’s leases include options to extend the lease terms. The Company’s operating lease agreements do not contain any material residual value guarantees or material restrictive covenants. On February 1, 2021, the Margaritaville Percentage Rent reset resulted in an annual rent reduction of $0.1 million, which will be in effect until the next Margaritaville Percentage Rent reset, scheduled to occur on February 1, 2023. Upon reset of the Margaritaville Percentage Rent, effective February 1, 2021, we recognized an additional operating lease ROU asset and corresponding lease liability of $5.5 million. We did not incur an annual escalator for the lease year ended January 31, 2021. The next annual escalator test date is scheduled to occur on February 1, 2022. On June 1, 2021, the Greektown Percentage Rent reset resulted in an annual rent reduction of $4.2 million, which will be in effect until the next Greektown Percentage Rent reset, scheduled to occur on June 1, 2023. Upon reset of the Greektown Percentage Rent, effective June 1, 2021, we recognized an additional operating lease ROU asset and corresponding lease liability of $4.1 million. In May 2020, the lease was amended to remove the escalator for the lease years ending May 31, 2021 and 2022 and to provide for a Net Revenue to Rent coverage floor to be mutually agreed upon prior to the commencement of the fourth lease year (June 1, 2022). The following is a maturity analysis of our operating leases, finance leases and financing obligations as of September 30, 2021: (in millions) Operating Leases Finance Leases Financing Obligations Year ended December 31, 2021 (excluding the nine months ended September 30, 2021) $ 104.9 $ 7.4 $ 92.6 2022 414.9 29.4 370.3 2023 402.9 28.7 370.4 2024 385.3 24.7 370.4 2025 382.5 24.7 370.5 Thereafter 7,824.5 512.3 9,095.3 Total lease payments 9,515.0 627.2 10,669.5 Less: Imputed interest (5,088.3) (311.0) (6,563.5) Present value of future lease payments 4,426.7 316.2 4,106.0 Less: Current portion of lease obligations (133.5) (9.5) (38.2) Long-term portion of lease obligations $ 4,293.2 $ 306.7 $ 4,067.8 Total payments made under the Triple Net Leases were as follows: For the three months ended September 30, For the nine months ended September 30, (in millions) 2021 2020 2021 2020 Penn Master Lease (1) $ 118.4 $ 120.3 $ 357.1 $ 343.4 Pinnacle Master Lease (1) 82.4 81.3 245.8 245.6 Perryville Lease 1.9 — 1.9 — Meadows Lease (1) 6.2 6.7 18.6 20.2 Margaritaville Lease 5.9 5.9 17.6 17.6 Greektown Lease 12.9 13.9 40.3 41.7 Morgantown Lease 0.8 — 2.3 — Total (2) $ 228.5 $ 228.1 $ 683.6 $ 668.5 (1) During the three and nine months ended September 30, 2020, we utilized rent credits to pay $83.0 million, $54.2 million, and $4.5 million, and $155.1 million, $108.4 million, and $9.0 million of rent under the Penn Master Lease, Pinnacle Master Lease and Meadows Lease, respectively. (2) Rent payable under the Tropicana Lease is nominal. Therefore, it has been excluded from the table above. The components of lease expense were as follows: Location on unaudited Consolidated Statements of Operations and Comprehensive Income (Loss) For the three months ended September 30, For the nine months ended September 30, (in millions) 2021 2020 2021 2020 Operating Lease Costs Rent expense associated with triple net operating leases (1) General and administrative $ 116.0 $ 109.0 $ 342.9 $ 310.3 Operating lease cost (2) Primarily General and administrative 4.1 3.9 11.9 11.9 Short-term lease cost Primarily Gaming expense 17.0 10.3 45.8 26.5 Variable lease cost (2) Primarily Gaming expense 1.3 0.8 3.4 1.8 Total $ 138.4 $ 124.0 $ 404.0 $ 350.5 Finance Lease Costs Interest on lease liabilities (3) Interest expense, net $ 4.7 $ 3.8 $ 12.1 $ 11.5 Amortization of ROU assets (3) Depreciation and amortization 3.3 2.0 7.3 6.0 Total $ 8.0 $ 5.8 $ 19.4 $ 17.5 Financing Obligation Costs Interest on financing obligations (4) Interest expense, net $ 104.5 $ 103.7 $ 312.4 $ 300.2 (1) Pertains to the Triple Net Operating Leases, inclusive of the variable expense associated with Columbus and Toledo for the operating lease components (the land), which was $5.0 million and $14.3 million for the three and nine months ended September 30, 2021, respectively; and $4.8 million and $9.5 million for the three and nine months ended September 30, 2020 respectively, pertaining to Columbus. (2) Excludes the operating lease costs and variable lease costs pertaining to our triple net leases with our REIT landlords classified as operating leases, discussed in footnote (1) above. (3) Primarily pertains to the Dayton and Mahoning Valley finance leases and the Perryville Lease (effective July 1, 2021). (4) Pertains to the components contained within the Master Leases (primarily buildings) and Morgantown Lease determined to be financing obligations, inclusive of the variable expense associated with Columbus and Toledo for the finance lease components (the buildings), which was $4.6 million and $13.1 million for the three and nine months ended September 30, 2021, respectively; and $5.0 million and $10.6 million for the three and nine months ended September 30, 2020, respectively, pertaining to Columbus. |
Leases | Leases Master Leases The components contained within the Master Leases are accounted for as either (i) operating leases, (ii) finance leases, or (iii) financing obligations. Changes to future lease payments under the Master Leases (i.e., when future escalators become known or future variable rent resets occur), which are discussed below, require the Company to either (i) increase both the ROU assets and corresponding lease liabilities with respect to operating and finance leases or (ii) record the incremental variable payment associated with the financing obligation to interest expense. In addition, monthly rent associated with Hollywood Casino Columbus (“Columbus”) and monthly rent in excess of the Hollywood Casino Toledo (“Toledo”) rent floor, which are discussed below, are considered contingent rent. Pursuant to a binding term sheet between the Company and GLPI entered into on March 27, 2020, we agreed that, in the future, we would exercise the next scheduled five-year renewal under the Penn Master Lease and the Pinnacle Master Lease. GLPI agreed they would grant us the option to exercise an additional five-year renewal term at the end of the lease term on the Penn Master Lease and the Pinnacle Master Lease, subject to certain conditions. In the future, upon exercising each of these renewal options, the term of the Penn Master Lease would extend to November 30, 2033 and the term of the Pinnacle Master Lease would extend to April 30, 2031. If all renewal options contained within the Penn Master Lease and the Pinnacle Master Lease were exercised, inclusive of these renewal options, the term of the Penn Master Lease would extend to November 30, 2053 and the term of the Pinnacle Master Lease would extend to April 30, 2056. Penn Master Lease Pursuant to the triple net master lease with GLPI (the “Penn Master Lease”), which became effective November 1, 2013, the Company leases real estate assets associated with 19 of the gaming facilities used in its operations. The Penn Master Lease has an initial term of 15 years with four subsequent, five-year renewal periods on the same terms and conditions, exercisable at the Company’s option. The Company has determined that the lease term is 35 years. The payment structure under the Penn Master Lease includes a fixed component, a portion of which is subject to an annual escalator of up to 2%, depending on the Adjusted Revenue to Rent Ratio (as defined in the Penn Master Lease) of 1.8:1, and a component that is based on performance, which is prospectively adjusted (i) every five years by an amount equal to 4% of the average change in net revenues of all properties under the Penn Master Lease (other than Columbus and Toledo) compared to a contractual baseline during the preceding five years (“Penn Percentage Rent”) and (ii) monthly by an amount equal to 20% of the net revenues of Columbus and Toledo in excess of a contractual baseline and subject to a rent floor specific to Toledo. As a result of the annual escalator effective November 1, 2021, for the lease year ended October 31, 2021, the fixed component of rent increased by $5.6 million. The next Penn Percentage Rent reset is scheduled to occur on November 1, 2023. Pinnacle Master Lease In connection with the acquisition of Pinnacle Entertainment, Inc., on October 15, 2018, the Company assumed a triple net master lease with GLPI (the “Pinnacle Master Lease”), originally effective April 28, 2016, pursuant to which the Company leases real estate assets associated with 12 of the gaming facilities used in its operations. Upon assumption of the Pinnacle Master Lease, as amended, there were 7.5 years remaining of the initial ten-year term, with five subsequent, five-year renewal periods, on the same terms and conditions, exercisable at the Company’s option. The Company has determined that the lease term is 32.5 years. The payment structure under the Pinnacle Master Lease includes a fixed component, a portion of which is subject to an annual escalator of up to 2%, depending on the Adjusted Revenue to Rent Ratio (as defined in the Pinnacle Master Lease) of 1.8:1, and a component that is based on the performance, which is prospectively adjusted every two years by an amount equal to 4% of the average change in net revenues compared to a contractual baseline during the preceding two years (“Pinnacle Percentage Rent”). As a result of the annual escalator, effective as of May 1, 2021 for the lease year ended April 30, 2021, the fixed component of rent increased by $4.5 million and an additional ROU asset and corresponding lease liability of $17.2 million were recognized associated with the operating lease components of the Pinnacle Master Lease. The next Pinnacle Percentage Rent reset and Annual Escalator test date is scheduled to occur on May 1, 2022. Perryville Lease In conjunction with the acquisition of the operations of Hollywood Casino Perryville on July 1, 2021, the Company entered into a triple net lease with GLPI for the real estate assets associated with the property (“Perryville Lease”) for initial annual rent of $7.8 million per year subject to escalation, as discussed in Note 6 “Acquisitions and Dispositions.” The initial term of the Perryville Lease is twenty years with three subsequent, five-year renewal periods, exercisable at the Company’s option. The building portion of the annual rent is subject to a fixed annual escalation of 1.50% in each of the following three years, with subsequent annual escalations of either (i) 1.25%, if the consumer price index increase is greater than 0.50%, or (ii) zero, if the consumer price index increase is less than 0.50%. We determined the transaction to be a finance lease arrangement and upon execution of the Perryville Lease, recorded a $102.9 million ROU asset and a corresponding lease liability. The interest portion of lease payments is included in “Interest expense, net” and the depreciation of the ROU asset is included in “Depreciation and amortization”, both within our unaudited Consolidated Statements of Operations and Comprehensive Income (Loss). Operating Leases In addition to the operating lease components contained within the Master Leases (primarily land), the Company’s operating leases consist mainly of (i) individual triple net leases with GLPI for the real estate assets used in the operations of Tropicana Las Vegas Hotel and Casino (the “Tropicana Lease”) and Hollywood Casino at Meadows Racetrack (the “Meadows Lease”), (ii) individual triple net leases with VICI Properties Inc. ("VICI") for the real estate assets used in the operations of Margaritaville Resort Casino (the “Margaritaville Lease”) and Greektown Casino-Hotel (the “Greektown Lease” and collectively with the Master Leases operating lease components (primarily the land), the Meadows Lease, the Margaritaville Lease and the Tropicana Lease, the “Triple Net Operating Leases”), (iii) ground and levee leases to landlords which were not assumed by our REIT Landlords and remain an obligation of the Company, and (iv) building and equipment not subject to the Master Leases. Certain of our lease agreements include rental payments based on a percentage of sales over specified contractual amounts, rental payments adjusted periodically for inflation, and rental payments based on usage. The Company’s leases include options to extend the lease terms. The Company’s operating lease agreements do not contain any material residual value guarantees or material restrictive covenants. On February 1, 2021, the Margaritaville Percentage Rent reset resulted in an annual rent reduction of $0.1 million, which will be in effect until the next Margaritaville Percentage Rent reset, scheduled to occur on February 1, 2023. Upon reset of the Margaritaville Percentage Rent, effective February 1, 2021, we recognized an additional operating lease ROU asset and corresponding lease liability of $5.5 million. We did not incur an annual escalator for the lease year ended January 31, 2021. The next annual escalator test date is scheduled to occur on February 1, 2022. On June 1, 2021, the Greektown Percentage Rent reset resulted in an annual rent reduction of $4.2 million, which will be in effect until the next Greektown Percentage Rent reset, scheduled to occur on June 1, 2023. Upon reset of the Greektown Percentage Rent, effective June 1, 2021, we recognized an additional operating lease ROU asset and corresponding lease liability of $4.1 million. In May 2020, the lease was amended to remove the escalator for the lease years ending May 31, 2021 and 2022 and to provide for a Net Revenue to Rent coverage floor to be mutually agreed upon prior to the commencement of the fourth lease year (June 1, 2022). The following is a maturity analysis of our operating leases, finance leases and financing obligations as of September 30, 2021: (in millions) Operating Leases Finance Leases Financing Obligations Year ended December 31, 2021 (excluding the nine months ended September 30, 2021) $ 104.9 $ 7.4 $ 92.6 2022 414.9 29.4 370.3 2023 402.9 28.7 370.4 2024 385.3 24.7 370.4 2025 382.5 24.7 370.5 Thereafter 7,824.5 512.3 9,095.3 Total lease payments 9,515.0 627.2 10,669.5 Less: Imputed interest (5,088.3) (311.0) (6,563.5) Present value of future lease payments 4,426.7 316.2 4,106.0 Less: Current portion of lease obligations (133.5) (9.5) (38.2) Long-term portion of lease obligations $ 4,293.2 $ 306.7 $ 4,067.8 Total payments made under the Triple Net Leases were as follows: For the three months ended September 30, For the nine months ended September 30, (in millions) 2021 2020 2021 2020 Penn Master Lease (1) $ 118.4 $ 120.3 $ 357.1 $ 343.4 Pinnacle Master Lease (1) 82.4 81.3 245.8 245.6 Perryville Lease 1.9 — 1.9 — Meadows Lease (1) 6.2 6.7 18.6 20.2 Margaritaville Lease 5.9 5.9 17.6 17.6 Greektown Lease 12.9 13.9 40.3 41.7 Morgantown Lease 0.8 — 2.3 — Total (2) $ 228.5 $ 228.1 $ 683.6 $ 668.5 (1) During the three and nine months ended September 30, 2020, we utilized rent credits to pay $83.0 million, $54.2 million, and $4.5 million, and $155.1 million, $108.4 million, and $9.0 million of rent under the Penn Master Lease, Pinnacle Master Lease and Meadows Lease, respectively. (2) Rent payable under the Tropicana Lease is nominal. Therefore, it has been excluded from the table above. The components of lease expense were as follows: Location on unaudited Consolidated Statements of Operations and Comprehensive Income (Loss) For the three months ended September 30, For the nine months ended September 30, (in millions) 2021 2020 2021 2020 Operating Lease Costs Rent expense associated with triple net operating leases (1) General and administrative $ 116.0 $ 109.0 $ 342.9 $ 310.3 Operating lease cost (2) Primarily General and administrative 4.1 3.9 11.9 11.9 Short-term lease cost Primarily Gaming expense 17.0 10.3 45.8 26.5 Variable lease cost (2) Primarily Gaming expense 1.3 0.8 3.4 1.8 Total $ 138.4 $ 124.0 $ 404.0 $ 350.5 Finance Lease Costs Interest on lease liabilities (3) Interest expense, net $ 4.7 $ 3.8 $ 12.1 $ 11.5 Amortization of ROU assets (3) Depreciation and amortization 3.3 2.0 7.3 6.0 Total $ 8.0 $ 5.8 $ 19.4 $ 17.5 Financing Obligation Costs Interest on financing obligations (4) Interest expense, net $ 104.5 $ 103.7 $ 312.4 $ 300.2 (1) Pertains to the Triple Net Operating Leases, inclusive of the variable expense associated with Columbus and Toledo for the operating lease components (the land), which was $5.0 million and $14.3 million for the three and nine months ended September 30, 2021, respectively; and $4.8 million and $9.5 million for the three and nine months ended September 30, 2020 respectively, pertaining to Columbus. (2) Excludes the operating lease costs and variable lease costs pertaining to our triple net leases with our REIT landlords classified as operating leases, discussed in footnote (1) above. (3) Primarily pertains to the Dayton and Mahoning Valley finance leases and the Perryville Lease (effective July 1, 2021). (4) Pertains to the components contained within the Master Leases (primarily buildings) and Morgantown Lease determined to be financing obligations, inclusive of the variable expense associated with Columbus and Toledo for the finance lease components (the buildings), which was $4.6 million and $13.1 million for the three and nine months ended September 30, 2021, respectively; and $5.0 million and $10.6 million for the three and nine months ended September 30, 2020, respectively, pertaining to Columbus. |