Document_and_Entity_Informatio
Document and Entity Information (USD $) | 12 Months Ended | ||
In Millions, except Share data, unless otherwise specified | Dec. 31, 2014 | Feb. 18, 2015 | Jun. 30, 2014 |
Document and Entity Information | |||
Entity Registrant Name | PENN NATIONAL GAMING INC | ||
Entity Central Index Key | 921738 | ||
Document Type | 10-K | ||
Document Period End Date | 31-Dec-14 | ||
Amendment Flag | FALSE | ||
Current Fiscal Year End Date | -19 | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Public Float | $867 | ||
Entity Common Stock, Shares Outstanding | 79,673,593 | ||
Document Fiscal Year Focus | 2014 | ||
Document Fiscal Period Focus | FY |
Consolidated_Balance_Sheets
Consolidated Balance Sheets (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Current assets | ||
Cash and cash equivalents | $208,673 | $292,995 |
Receivables, net of allowance for doubtful accounts of $2,0040 and $2,752 at December 31, 2014 and 2013, respectively | 41,618 | 52,538 |
Prepaid expenses | 68,947 | 62,724 |
Deferred income taxes | 55,579 | 71,093 |
Other current assets | 11,189 | 29,511 |
Total current assets | 386,006 | 508,861 |
Property and equipment, net | 769,145 | 497,457 |
Other assets | ||
Investment in and advances to unconsolidated affiliates | 179,551 | 193,331 |
Goodwill | 277,582 | 492,398 |
Other intangible assets | 370,562 | 359,648 |
Debt issuance costs, net of accumulated amortization of $6,796 and $922 at December 31, 2014 and 2013, respectively | 25,151 | 30,734 |
Deferred Income taxes | 79,067 | |
Other assets | 149,366 | 101,562 |
Total other assets | 1,081,279 | 1,177,673 |
Total assets | 2,236,430 | 2,183,991 |
Current liabilities | ||
Current maturities of long-term debt | 30,853 | 27,598 |
Accounts payable | 43,136 | 22,580 |
Accrued expenses | 130,818 | 98,009 |
Accrued interest | 5,163 | 5,027 |
Accrued salaries and wages | 84,034 | 86,498 |
Gaming, pari-mutuel, property, and other taxes | 52,132 | 52,053 |
Insurance financing | 13,680 | 3,020 |
Other current liabilities | 75,703 | 66,684 |
Total current liabilities | 435,519 | 361,469 |
Long-term liabilities | ||
Long-term debt, net of current maturities | 1,229,979 | 1,023,194 |
Deferred income taxes | 13,912 | |
Noncurrent tax liabilities | 8,188 | 19,966 |
Other noncurrent liabilities | 8,258 | 7,050 |
Total long-term liabilities | 1,246,425 | 1,064,122 |
Shareholders' equity | ||
Common stock ($.01 par value, 200,000,000 shares authorized, 79,161,817 and 77,788,393 shares issued at December 31, 2014 and 2013, respectively) | 786 | 775 |
Additional paid-in capital | 918,370 | 887,556 |
Retained deficit | -363,388 | -130,314 |
Accumulated other comprehensive (loss) income | -1,282 | 383 |
Total shareholders' equity | 554,486 | 758,400 |
Total liabilities and shareholders' equity | 2,236,430 | 2,183,991 |
Series B Preferred Stock | ||
Shareholders' equity | ||
Preferred stock | ||
Series C Preferred Stock | ||
Shareholders' equity | ||
Preferred stock |
Consolidated_Balance_Sheets_Pa
Consolidated Balance Sheets (Parenthetical) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, except Share data, unless otherwise specified | ||
Receivables, allowance for doubtful accounts (in dollars) | $2,004 | $2,752 |
Debt issuance costs, accumulated amortization (in dollars) | $6,796 | $922 |
Common stock, par value (in dollars per share) | $0.01 | $0.01 |
Common stock, shares authorized | 200,000,000 | 200,000,000 |
Common stock, shares issued | 79,161,817 | 77,788,393 |
Series B Preferred Stock | ||
Preferred stock, par value (in dollars per share) | $0.01 | $0.01 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | 0 | 0 |
Series C Preferred Stock | ||
Preferred stock, par value (in dollars per share) | $0.01 | $0.01 |
Preferred stock, shares authorized | 18,500 | 18,500 |
Preferred stock, shares issued | 8,624 | 8,624 |
Consolidated_Statements_of_Ope
Consolidated Statements of Operations (USD $) | 12 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Revenues | |||
Gaming | $2,297,175 | $2,615,169 | $2,590,533 |
Food, beverage and other | 432,021 | 461,048 | 438,837 |
Management service fee | 11,650 | 13,176 | 14,835 |
Revenues | 2,740,846 | 3,089,393 | 3,044,205 |
Less promotional allowances | -150,319 | -170,639 | -144,740 |
Net revenues | 2,590,527 | 2,918,754 | 2,899,465 |
Operating expenses | |||
Gaming | 1,148,968 | 1,318,546 | 1,342,905 |
Food, beverage and other | 319,792 | 345,345 | 343,611 |
General and administrative | 446,405 | 526,482 | 532,241 |
Rental expense related to Master Lease | 421,388 | 69,502 | |
Depreciation and amortization | 178,981 | 298,326 | 245,348 |
Impairment losses | 321,089 | 1,132,417 | |
Insurance recoveries, net of deductible charges | -5,674 | 108 | -7,229 |
Total operating expenses | 2,830,949 | 3,690,726 | 2,456,876 |
(Loss) income from operations | -240,422 | -771,972 | 442,589 |
Other income (expenses) | |||
Interest expense | -45,982 | -97,092 | -81,440 |
Interest income | 3,730 | 1,387 | 948 |
Income from unconsolidated affiliates | 7,949 | 9,657 | 3,804 |
Loss on early extinguishment of debt | -61,660 | ||
Other | 2,944 | 3,803 | -1,375 |
Total other expenses | -31,359 | -143,905 | -78,063 |
(Loss) income from operations before income taxes | -271,781 | -915,877 | 364,526 |
Income tax (benefit) provision | -38,586 | -121,538 | 152,555 |
Net (loss) income | ($233,195) | ($794,339) | $211,971 |
(Loss) earnings per common share: | |||
Basic (loss) earnings per common share | ($2.97) | ($10.17) | $2.24 |
Diluted (loss) earnings per common share | ($2.97) | ($10.17) | $2.04 |
Consolidated_Statements_of_Com
Consolidated Statements of Comprehensive (Loss) Income (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Consolidated Statements of Comprehensive (Loss) Income | |||
Net (loss) income | ($233,195) | ($794,339) | $211,971 |
Other comprehensive (loss) income, net of tax: | |||
Foreign currency translation adjustment during the period | -1,665 | -1,245 | 425 |
Change in fair value of corporate debt securities | |||
Unrealized holding (losses) gains on corporate debt securities arising during the period | -98 | 279 | |
Less: Reclassification adjustments for gains included in net (loss) income | -1,296 | ||
Change in fair value of corporate debt securities, net | -1,394 | 279 | |
Other comprehensive (loss) income | -1,665 | -2,639 | 704 |
Comprehensive (loss) income | ($234,860) | ($796,978) | $212,675 |
Consolidated_Statements_of_Cha
Consolidated Statements of Changes in Shareholders' Equity (USD $) | Preferred Stock | Common Stock | Additional Paid-in Capital | Retained (Deficit) Earnings | Accumulated Other Comprehensive (Loss) Income | Total |
In Thousands, except Share data, unless otherwise specified | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | |
Balance at Dec. 31, 2011 | $756 | $1,385,355 | $583,202 | $2,318 | $1,971,631 | |
Balance (in shares) at Dec. 31, 2011 | 12,275 | 76,213,126 | ||||
Increase (Decrease) in Shareholders' Equity | ||||||
Share-based compensation arrangements, net of tax benefits of $6,081, $10,771 and $10,360 for the year ended 2012, 2013 and 2014 respectively | 13 | 66,610 | 66,623 | |||
Share-based compensation arrangements (in shares) | 1,233,475 | |||||
Change in fair value of corporate debt securities | 279 | 279 | ||||
Foreign currency translation adjustment | 425 | 425 | ||||
Net (loss) income | 211,971 | 211,971 | ||||
Balance at Dec. 31, 2012 | 769 | 1,451,965 | 795,173 | 3,022 | 2,250,929 | |
Balance (in shares) at Dec. 31, 2012 | 12,275 | 77,446,601 | ||||
Increase (Decrease) in Shareholders' Equity | ||||||
Repurchase of Preferred Stock | -649,518 | -649,518 | ||||
Repurchase of Preferred Stock (in shares) | -6,498 | |||||
Exchange Series B Preferred Stock for Series C Preferred Stock | 2,847 | |||||
Share-based compensation arrangements, net of tax benefits of $6,081, $10,771 and $10,360 for the year ended 2012, 2013 and 2014 respectively | 28 | 85,087 | 85,115 | |||
Share-based compensation arrangements (in shares) | 2,509,185 | |||||
Distribution of net assets to Gaming and Leisure Properties, Inc. (See Note 2) | -131,148 | -131,148 | ||||
Impact of non pro-rate distribution to Company's former CEO and related family trust (See Note 2) | -22 | 22 | ||||
Impact of non pro-rate distribution to Company's former CEO and related family trust (See Note 2) | -2,167,393 | |||||
Change in fair value of corporate debt securities | -1,394 | -1,394 | ||||
Foreign currency translation adjustment | -1,245 | -1,245 | ||||
Net (loss) income | -794,339 | -794,339 | ||||
Balance at Dec. 31, 2013 | 775 | 887,556 | -130,314 | 383 | 758,400 | |
Balance (in shares) at Dec. 31, 2013 | 8,624 | 77,788,393 | ||||
Increase (Decrease) in Shareholders' Equity | ||||||
Share-based compensation arrangements, net of tax benefits of $6,081, $10,771 and $10,360 for the year ended 2012, 2013 and 2014 respectively | 11 | 30,814 | 30,825 | |||
Share-based compensation arrangements (in shares) | 1,373,424 | |||||
Distribution of net assets to Gaming and Leisure Properties, Inc. (See Note 2) | 121 | 121 | ||||
Foreign currency translation adjustment | -1,665 | -1,665 | ||||
Net (loss) income | -233,195 | -233,195 | ||||
Balance at Dec. 31, 2014 | $786 | $918,370 | ($363,388) | ($1,282) | $554,486 | |
Balance (in shares) at Dec. 31, 2014 | 8,624 | 79,161,817 |
Consolidated_Statements_of_Cha1
Consolidated Statements of Changes in Shareholders' Equity (Parenthetical) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Consolidated Statements of Changes in Shareholders' Equity | |||
Share-based compensation arrangements, tax benefit | $10,360 | $10,771 | $6,081 |
Consolidated_Statements_of_Cas
Consolidated Statements of Cash Flows (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Operating activities | |||
Net (loss) income | ($233,195) | ($794,339) | $211,971 |
Adjustments to reconcile net (loss) income to net cash provided by operating activities: | |||
Depreciation and amortization | 178,981 | 298,326 | 245,348 |
Amortization of items charged to interest expense | 6,040 | 8,112 | 6,898 |
Accretion of settlement values on long term obligations | 689 | 5,024 | |
Loss (gain) on sale of fixed assets | 738 | 3,652 | -1,690 |
Income from unconsolidated affiliates | -7,949 | -9,657 | -3,804 |
Distributions of earnings from unconsolidated affiliates | 23,000 | 21,500 | 9,400 |
Loss on early extinguishment of debt | 26,782 | ||
Deferred income taxes | -72,278 | -224,983 | 44,983 |
Charge for stock-based compensation | 10,666 | 22,809 | 28,609 |
Impairment losses and write downs | 324,389 | 1,132,417 | |
Gain on investment in corporate debt securities | -1,516 | ||
Gain on sale of Bullwhackers | -444 | ||
Decrease (increase), net of businesses acquired | |||
Accounts receivable | 10,046 | 5,034 | 1,887 |
Insurance receivable | 1,072 | ||
Prepaid expenses and other current assets | -13,315 | 912 | 14,445 |
Other assets | 150 | -42,567 | -12,331 |
Increase (decrease), net of businesses acquired | |||
Accounts payable | 2,028 | -2,175 | 1,334 |
Accrued expenses | -17,191 | -30,147 | 12,770 |
Accrued interest | 136 | -15,030 | 3,925 |
Accrued salaries and wages | -2,464 | -2,383 | 10,285 |
Gaming, pari-mutuel, property and other taxes | 79 | -1,555 | 6,051 |
Income taxes | 8,522 | 29,058 | -70,721 |
Other current and noncurrent liabilities | 10,227 | 10,576 | 12,903 |
Other noncurrent tax liabilities | -9,298 | 1,396 | -16,146 |
Net cash provided by operating activities | 220,001 | 440,802 | 507,189 |
Investing activities | |||
Capital project expenditures, net of reimbursements | -144,707 | -119,051 | -386,344 |
Capital maintenance expenditures | -83,438 | -80,862 | -86,641 |
Advances to Jamul Tribe | -47,093 | ||
Proceeds from sale of property and equipment | 1,665 | 3,837 | 5,323 |
Proceeds from sale of investment in corporate debt securities | 6,870 | ||
Proceeds related to damaged property and equipment | 2,203 | ||
Proceeds from sale of Bullwhackers, net of cash on hand | 4,996 | ||
Investment in joint ventures | -1,285 | -675 | -36,000 |
Cash contributed to GLPI in connection with Spin-Off | -240,202 | ||
Decrease in cash in escrow | 18,000 | 8,000 | 24,625 |
Acquisition of businesses and gaming and other licenses, net of cash | -118,678 | -73 | -709,450 |
Net cash used in investing activities | -375,536 | -414,957 | -1,188,487 |
Financing activities | |||
Proceeds from exercise of options | 9,799 | 51,535 | 31,933 |
Repurchase of preferred stock | -649,518 | ||
Proceeds from issuance of long-term debt, net of issuance costs | 104,935 | 4,745,790 | 1,162,709 |
Principal payments on long-term debt | -49,541 | -4,135,059 | -494,891 |
Proceeds from other long-term obligations | 10,000 | ||
Payments of other long-term obligations | -15,000 | -16,000 | |
Proceeds from insurance financing | 28,888 | 19,233 | 4,746 |
Payments on insurance financing | -18,228 | -20,069 | -17,253 |
Tax benefit from stock options exercised | 10,360 | 10,771 | 6,081 |
Net cash provided by financing activities | 71,213 | 6,683 | 703,325 |
Net (decrease) increase in cash and cash equivalents | -84,322 | 32,528 | 22,027 |
Cash and cash equivalents at beginning of year | 292,995 | 260,467 | 238,440 |
Cash and cash equivalents at end of year | 208,673 | 292,995 | 260,467 |
Supplemental disclosure | |||
Interest expense paid, net of amounts capitalized | 39,101 | 104,351 | 70,239 |
Income taxes paid | $23,185 | $69,758 | $187,515 |
Business_and_Basis_of_Presenta
Business and Basis of Presentation | 12 Months Ended |
Dec. 31, 2014 | |
Business and Basis of Presentation | |
Business and Basis of Presentation | 1. Business and Basis of Presentation |
Penn National Gaming, Inc. ("Penn") and together with its subsidiaries (collectively, the "Company") is a diversified, multi-jurisdictional owner and manager of gaming and pari-mutuel properties. Penn is the successor to several businesses that have operated as Penn National Race Course since 1972. Penn was incorporated in Pennsylvania in 1982 as PNRC Corp. and adopted its current name in 1994, when the Company became a publicly traded company. In 1997, the Company began its transition from a pari-mutuel company to a diversified gaming company with the acquisition of the Charles Town property and the introduction of video lottery terminals in West Virginia. Since 1997, the Company has continued to expand its gaming operations through strategic acquisitions, greenfield projects, and property expansions. The Company, along with its joint venture partner, opened Hollywood Casino at Kansas Speedway on February 3, 2012. In Ohio, the Company opened four new gaming properties over the last three years, including: Hollywood Casino Toledo on May 29, 2012, Hollywood Casino Columbus on October 8, 2012, Hollywood Gaming at Dayton Raceway on August 28, 2014, and Hollywood Gaming at Mahoning Valley Race Course on September 17, 2014. In addition, on November 2, 2012, the Company acquired Harrah's St. Louis, which the Company subsequently rebranded as Hollywood Casino St. Louis. | |
As of December 31, 2014, the Company owned, managed, or had ownership interests in twenty-six facilities in the following seventeen jurisdictions: Florida, Illinois, Indiana, Kansas, Maine, Maryland, Massachusetts, Mississippi, Missouri, Nevada, New Jersey, New Mexico, Ohio, Pennsylvania, Texas, West Virginia, and Ontario. On July 30, 2014, the Company closed its facility in Sioux City, Iowa. In addition, Beulah Park and Raceway Park in Ohio were closed as the racetracks were relocated to Hollywood Gaming at Mahoning Valley Race Course and Hollywood Gaming at Dayton Raceway, respectively, both of which opened in the third quarter of 2014. | |
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses for the reporting periods. Actual results could differ from those estimates. For purposes of comparability, certain prior year amounts have been reclassified to conform to the current year presentation. | |
SpinOff_of_Real_Estate_Assets_
Spin-Off of Real Estate Assets through a Real Estate Investment Trust | 12 Months Ended | ||||
Dec. 31, 2014 | |||||
Spin-Off of Real Estate Assets through a Real Estate Investment Trust | |||||
Spin-Off of Real Estate Assets through a Real Estate Investment Trust | 2. Spin-Off of Real Estate Assets through a Real Estate Investment Trust | ||||
On November 1, 2013, the Company completed its plan to separate its gaming operating assets from its real property assets by creating a newly formed, publicly traded real estate investment trust ("REIT"), known as Gaming and Leisure Properties, Inc. ("GLPI"), through a tax free spin-off (the "Spin-Off"). Penn effected the Spin-Off by distributing one share of common stock of GLPI to the holders of Penn common stock and Series C Convertible Preferred Stock ("Series C Preferred Stock") for every share of Penn common stock and every 1/1000th of a share of Series C Preferred Stock that they held at the close of business on October 16, 2013, the record date for the Spin-Off. See Note 14 for further information on the Series C Preferred Stock. Peter M. Carlino and the PMC Delaware Dynasty Trust dated September 25, 2013, a trust for the benefit of Mr. Carlino's children, also received additional shares of GLPI common stock, in exchange for shares of Penn common stock that they transferred to Penn immediately prior to the Spin-Off, and Mr. Carlino exchanged certain options to acquire Penn common stock for options to acquire GLPI common stock having the same aggregate intrinsic value. Penn engaged in these exchanges with Mr. Carlino and his related trust to ensure that each member of the Carlino family beneficially owns 9.9% or less of the outstanding shares of Penn common stock following the Spin-Off, so that GLPI can qualify to be taxed as a REIT for United States ("U.S.") federal income tax purposes. | |||||
In addition, through a series of internal corporate restructurings, Penn contributed to GLPI substantially all of the assets and liabilities associated with Penn's real property interests and real estate development business, as well as all of the assets and liabilities of Hollywood Casino Baton Rouge and Hollywood Casino Perryville, which are referred to as the "TRS Properties." The assets and liabilities were contributed to GLPI based on their historical carrying values, which were as follows (in thousands): | |||||
Cash and cash equivalents | $ | 240,202 | |||
Current deferred income tax assets | 6,157 | ||||
Other current assets | 3,116 | ||||
Property and equipment, net | 2,114,838 | ||||
Goodwill | 75,521 | ||||
Other intangible assets | 9,577 | ||||
Debt issuance costs | 39,862 | ||||
Other assets | 36,378 | ||||
Accounts payable and accrued expenses | (16,055 | ) | |||
Income taxes | (5,296 | ) | |||
Other current liabilities | (12,312 | ) | |||
Long-term debt | (2,350,000 | ) | |||
Deferred income tax liabilities | (10,840 | ) | |||
| | | | | |
Net contribution | $ | 131,148 | |||
| | | | | |
| | | | | |
As a result of the Spin-Off, GLPI owns substantially all of Penn's former real property assets and leases back those assets (other than the TRS Properties) to Penn for use by its subsidiaries, under a "triple net" master lease agreement (the "Master Lease") (which has a fifteen-year initial term that can be extended at Penn's option for up to four five-year renewal terms), as well as owns and operates the TRS Properties. Penn continues to operate the leased gaming facilities and hold the associated gaming licenses with these facilities. | |||||
On November 1, 2013, Penn entered into a Tax Matters Agreement with GLPI, which governs the respective rights, responsibilities and obligations of the two companies after the Spin-Off with respect to payment of tax liabilities, entitlement of refunds, and filing of tax returns and sets forth certain covenants and indemnities. Pursuant to the Tax Matters Agreement, Penn was required to prepare and file a federal consolidated income tax return for 2013, which included a combination of Penn and GLPI legal entities for the activity prior to the Spin-Off, with any adjustments for the impact of the final consolidated income tax return recorded to either shareholders' equity or the statement of income depending on the specific item giving rise to the adjustment. In conjunction with the filing of the final 2013 federal consolidated income tax return with the Internal Revenue Service, Penn recorded an increase to shareholders' equity of $0.1 million during the year ended December 31, 2014. | |||||
The Company incurred transaction costs of $0.9 million, $28.8 million, and $7.1 million for the years ended December 31, 2014, 2013 and 2012, respectively, associated with the Spin-Off, which were included in general and administrative expenses within the consolidated statements of operations. | |||||
The Company received a private letter ruling from the Internal Revenue Service relating to the tax treatment of the separation and the qualification of GLPI as a REIT. The private letter ruling is subject to certain qualifications and based on certain representations and statements made by the Company and certain of its shareholders. If such representations and statements are untrue or incomplete in any material respect (including as a result of a material change in the transaction or other relevant facts), the Company may not be able to rely on the private letter ruling. The Company received opinions from outside counsel regarding certain aspects of the transaction that are not covered by the private letter ruling. | |||||
Principles_of_Consolidation
Principles of Consolidation | 12 Months Ended |
Dec. 31, 2014 | |
Principles of Consolidation | |
Principles of Consolidation | 3. Principles of Consolidation |
The consolidated financial statements include the accounts of Penn and its subsidiaries. Investment in and advances to unconsolidated affiliates, that do not meet the consolidation criteria of the authoritative guidance for voting interest, controlling interest or variable interest entities ("VIEs"), are accounted for under the equity method. All significant intercompany accounts and transactions have been eliminated in consolidation. | |
Summary_of_Significant_Account
Summary of Significant Accounting Policies | 12 Months Ended | ||||||||||
Dec. 31, 2014 | |||||||||||
Summary of Significant Accounting Policies | |||||||||||
Summary of Significant Accounting Policies | 4. Summary of Significant Accounting Policies | ||||||||||
Cash and Cash Equivalents | |||||||||||
The Company considers all cash balances and highly-liquid investments with original maturities of three months or less to be cash and cash equivalents. | |||||||||||
Concentration of Credit Risk | |||||||||||
Financial instruments that subject the Company to credit risk consist of cash and cash equivalents, corporate debt securities, and accounts receivable. | |||||||||||
The Company's policy is to limit the amount of credit exposure to any one financial institution, and place investments with financial institutions evaluated as being creditworthy, or in short-term money market and tax-free bond funds which are exposed to minimal interest rate and credit risk. The Company has bank deposits and overnight repurchase agreements that exceed federally-insured limits. | |||||||||||
Concentration of credit risk, with respect to casino receivables, is limited through the Company's credit evaluation process. The Company issues markers to approved casino customers only following credit checks and investigations of creditworthiness. Marker balances issued to approved casino customers were $4.9 million at December 31, 2014, compared to $4.3 million at December 31, 2013. | |||||||||||
The Company's receivables of $41.6 million and $52.5 million at December 31, 2014 and 2013, respectively, primarily consist of $4.6 million and $4.8 million, respectively, due from the West Virginia Lottery for gaming revenue settlements and capital reinvestment projects at Hollywood Casino at Charles Town Races, $6.8 million and $10.3 million, respectively, for reimbursement of expenses paid on behalf of Casino Rama, $2.9 million and $2.5 million, respectively, for racing settlements due from simulcasting at Hollywood Casino at Penn National Race Course, $2.9 million and $3.3 million, respectively, for reimbursement of payroll expenses paid on behalf of the Company's joint venture in Kansas, and markers issued to customers mentioned above. For 2013, receivables included $6.5 million of tax obligations that were reimbursed by GLPI in 2014. | |||||||||||
Accounts are written off when management determines that an account is uncollectible. Recoveries of accounts previously written off are recorded when received. An allowance for doubtful accounts is determined to reduce the Company's receivables to their carrying value, which approximates fair value. The allowance is estimated based on historical collection experience, specific review of individual customer accounts, and current economic and business conditions. Historically, the Company has not incurred any significant credit-related losses. | |||||||||||
Property and Equipment | |||||||||||
Property and equipment are stated at cost, less accumulated depreciation. Maintenance and repairs that neither add materially to the value of the asset nor appreciably prolong its useful life are charged to expense as incurred. Gains or losses on the disposal of property and equipment are included in the determination of income. | |||||||||||
Depreciation of property and equipment is recorded using the straight- line method over the following estimated useful lives: | |||||||||||
Land improvements | 15 years | ||||||||||
Building and improvements | 5 to 31 years | ||||||||||
Furniture, fixtures, and equipment | 3 to 31 years | ||||||||||
All construction costs funded by Penn considered to be an improvement to the real property assets leased from GLPI under the Master Lease are recorded as leasehold improvements. Leasehold improvements are depreciated over the shorter of the estimated useful life of the improvement or the related lease term. | |||||||||||
The estimated useful lives are determined based on the nature of the assets as well as the Company's current operating strategy. | |||||||||||
The Company reviews the carrying value of its property and equipment for possible impairment whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable based on undiscounted estimated future cash flows expected to result from its use and eventual disposition. The factors considered by the Company in performing this assessment include current operating results, trends and prospects, as well as the effect of obsolescence, demand, competition and other economic factors. For purposes of recognizing and measuring impairment in accordance with Financial Accounting Standards Board (the "FASB") Accounting Standards Codification ("ASC") 360, "Property, Plant, and Equipment," assets are grouped at the individual property level representing the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets. In assessing the recoverability of the carrying value of property and equipment, the Company must make assumptions regarding future cash flows and other factors. If these estimates or the related assumptions change in the future, the Company may be required to record an impairment loss for these assets. Such an impairment loss would be recognized as a non-cash component of operating income. | |||||||||||
Goodwill and Other Intangible Assets | |||||||||||
At December 31, 2014, the Company had $277.6 million in goodwill and $370.6 million in other intangible assets within its consolidated balance sheet, representing 12.4% and 16.6% of total assets, respectively, resulting from the Company's acquisition of other businesses and payment for gaming licenses. Two issues arise with respect to these assets that require significant management estimates and judgment: (i) the valuation in connection with the initial purchase price allocation; and (ii) the ongoing evaluation for impairment. | |||||||||||
In connection with the Company's acquisitions, valuations are completed to determine the allocation of the purchase prices. The factors considered in the valuations include data gathered as a result of the Company's due diligence in connection with the acquisitions, projections for future operations, and data obtained from third-party valuation specialists as deemed appropriate. Goodwill represents the future economic benefits of a business combination measured as the excess purchase price over the fair market value of net assets acquired. Goodwill is tested annually, or more frequently if indicators of impairment exist, in two steps. In step 1 of the impairment test, the current fair value of each reporting unit is estimated using a discounted cash flow model which is then compared to the carrying value of each reporting unit. If the carrying amount of a reporting unit exceeds its fair value in step 1 of the impairment test, then step 2 of the impairment test is performed to determine the implied fair value of goodwill for that reporting unit. If the implied fair value of goodwill is less than the goodwill allocated for that reporting unit, an impairment is recognized. | |||||||||||
In accordance with ASC 350, "Intangibles-Goodwill and Other," the Company considers its gaming licenses and other various intangible assets as indefinite-life intangible assets that do not require amortization based on the Company's future expectations to operate its gaming facilities indefinitely (notwithstanding the recent events in Iowa which the Company concluded was an isolated incident and the first time in the Company's history a gaming regulator has taken an action which could cause it to lose its gaming license) as well as its historical experience in renewing these intangible assets at minimal cost with various state commissions. Rather, these intangible assets are tested annually for impairment, or more frequently if indicators of impairment exist, by comparing the fair value of the recorded assets to their carrying amount. If the carrying amounts of the indefinite-life intangible assets exceed their fair value, an impairment loss is recognized. The Company completes its testing of its intangible assets prior to assessing the realizability of its goodwill. | |||||||||||
The Company assessed the fair value of its indefinite-life intangible assets (which are primarily gaming licenses) using the Greenfield Method under the income approach. The Greenfield Method estimates the fair value of the license using a discounted cash flow model assuming the Company built a casino with similar utility to that of the existing facility. The method assumes a theoretical start-up company going into business without any assets other than the intangible asset being valued. As such, the value of the license is a function of the following items: | |||||||||||
• | Projected revenues and operating cash flows (including an allocation of the Company's projected rental obligation to its reporting units); | ||||||||||
• | Theoretical construction costs and duration; | ||||||||||
• | Pre-opening expenses; | ||||||||||
• | Discounting that reflects the level of risk associated with receiving future cash flows attributable to the license; and | ||||||||||
• | Remaining useful life of the license. | ||||||||||
The evaluation of goodwill and indefinite-life intangible assets requires the use of estimates about future operating results of each reporting unit to determine the estimated fair value of the reporting unit and the indefinite-lived intangible assets. The Company must make various assumptions and estimates in performing its impairment testing. The implied fair value includes estimates of future cash flows (including an allocation of the Company's projected rental obligation to its reporting units) that are based on reasonable and supportable assumptions which represent the Company's best estimates of the cash flows expected to result from the use of the assets including their eventual disposition. Changes in estimates, increases in the Company's cost of capital, reductions in transaction multiples, changes in operating and capital expenditure assumptions or application of alternative assumptions and definitions could produce significantly different results. Future cash flow estimates are, by their nature, subjective and actual results may differ materially from the Company's estimates. If the Company's ongoing estimates of future cash flows are not met, the Company may have to record additional impairment charges in future accounting periods. The Company's estimates of cash flows are based on the current regulatory and economic climates, recent operating information and budgets of the various properties where it conducts operations. These estimates could be negatively impacted by changes in federal, state or local regulations, economic downturns, or other events affecting the Company's properties. | |||||||||||
Forecasted cash flows (based on the Company's annual operating plan as determined in the fourth quarter) can be significantly impacted by the local economy in which its reporting units operate. For example, increases in unemployment rates can result in decreased customer visitations and/or lower customer spend per visit. In addition, the impact of new legislation which approves gaming in nearby jurisdictions or further expands gaming in jurisdictions where the Company's reporting units currently operate can result in opportunities for the Company to expand its operations. However, it also has the impact of increasing competition for the Company's established properties which generally will have a negative effect on those locations' profitability once competitors become established as a certain level of cannibalization occurs absent an overall increase in customer visitations. Lastly, increases in gaming taxes approved by state regulatory bodies can negatively impact forecasted cash flows. | |||||||||||
Assumptions and estimates about future cash flow levels and multiples by individual reporting units are complex and subjective. They are sensitive to changes in underlying assumptions and can be affected by a variety of factors, including external factors, such as industry, geopolitical and economic trends, and internal factors, such as changes in the Company's business strategy, which may reallocate capital and resources to different or new opportunities which management believes will enhance its overall value but may be to the detriment of an individual reporting unit. | |||||||||||
Once an impairment of goodwill or other indefinite-life intangible assets has been recorded, it cannot be reversed. Because the Company's goodwill and indefinite-life intangible assets are not amortized, there may be volatility in reported income because impairment losses, if any, are likely to occur irregularly and in varying amounts. Intangible assets that have a definite-life are amortized on a straight-line basis over their estimated useful lives or related service contract. The Company reviews the carrying value of its intangible assets that have a definite-life for possible impairment whenever events or changes in circumstances indicate that their carrying value may not be recoverable. If the carrying amount of the intangible assets that have a definite-life exceed their fair value, an impairment loss is recognized. | |||||||||||
Debt Issuance Costs | |||||||||||
Debt issuance costs that are incurred by the Company in connection with the issuance of debt are deferred and amortized to interest expense using the effective interest method over the contractual term of the underlying indebtedness. | |||||||||||
Other Comprehensive Income | |||||||||||
The Company accounts for comprehensive income in accordance with ASC 220, "Comprehensive Income," which establishes standards for the reporting and presentation of comprehensive income in the consolidated financial statements. The Company presents comprehensive income in two separate but consecutive statements. The net of tax changes in accumulated other comprehensive income by component were as follows (in thousands): | |||||||||||
Foreign | Available | Total | |||||||||
Currency | for sale | ||||||||||
securities | |||||||||||
Other comprehensive income (loss): | |||||||||||
Balance at December 31, 2012 | $ | 1,628 | $ | 1,394 | $ | 3,022 | |||||
Foreign currency translation adjustment | (1,245 | ) | — | (1,245 | ) | ||||||
Unrealized holding losses on corporate debt securities | — | (98 | ) | (98 | ) | ||||||
Realized gain on redemption of corporate debt securities | — | (1,296 | ) | (1,296 | ) | ||||||
| | | | | | | | | | | |
Ending balance at December 31, 2013 | 383 | — | 383 | ||||||||
Foreign currency translation adjustment | (1,665 | ) | — | (1,665 | ) | ||||||
| | | | | | | | | | | |
Ending balance at December 31, 2014 | $ | (1,282 | ) | $ | — | $ | (1,282 | ) | |||
| | | | | | | | | | | |
| | | | | | | | | | | |
Income Taxes | |||||||||||
The Company accounts for income taxes in accordance with ASC 740, "Income Taxes" ("ASC 740"). Under ASC 740, deferred tax assets and liabilities are determined based on the differences between the financial statement carrying amounts and the tax bases of existing assets and liabilities and are measured at the prevailing enacted tax rates that will be in effect when these differences are settled or realized. ASC 740 also requires that deferred tax assets be reduced by a valuation allowance if it is more-likely-than-not that some portion or all of the deferred tax assets will not be realized. | |||||||||||
The realizability of the net deferred tax assets is evaluated quarterly by assessing the valuation allowance and by adjusting the amount of the allowance, if necessary. The Company considers all available positive and negative evidence including projected future taxable income and available tax planning strategies that could be implemented to realize the net deferred tax assets. The evaluation of both positive and negative evidence is a requirement pursuant to ASC 740 in determining more-likely-than-not the net deferred tax assets will be realized. In the event the Company determines that the deferred income tax assets would be realized in the future in excess of their net recorded amount, an adjustment to the valuation allowance would be recorded, which would reduce the provision for income taxes. | |||||||||||
ASC 740 also creates a single model to address uncertainty in tax positions, and clarifies the accounting for uncertainty in income taxes recognized in an enterprise's financial statements by prescribing the minimum recognition threshold a tax position is required to meet before being recognized in an enterprise's financial statements. It also provides guidance on derecognition, measurement, classification, interest and penalties, accounting in interim periods, disclosure and transition. The liability for unrecognized tax benefits is included in noncurrent tax liabilities within the consolidated balance sheets at December 31, 2014 and 2013. | |||||||||||
Revenue Recognition and Promotional Allowances | |||||||||||
Gaming revenue consists mainly of slot and video lottery gaming machine revenue as well as to a lesser extent table game and poker revenue. Gaming revenue is the aggregate net difference between gaming wins and losses, with liabilities recognized for funds deposited by customers before gaming play occurs, for "ticket-in, ticket-out" coupons in the customers' possession, and for accruals related to the anticipated payout of progressive jackpots. Progressive slot machines, which contain base jackpots that increase at a progressive rate based on the number of coins played, are charged to revenue as the amount of the jackpots increases. Table game revenue is the aggregate of table drop adjusted for the change in aggregate table chip inventory. Table drop is the total dollar amount of the currency, coins, chips, tokens and outstanding markers (credit instruments) that are removed from the live gaming tables. | |||||||||||
Food, beverage and other revenue, including racing revenue, is recognized as services are performed. Racing revenue includes the Company's share of pari-mutuel wagering on live races after payment of amounts returned as winning wagers, its share of wagering from import and export simulcasting, and its share of wagering from its off-track wagering facilities ("OTWs'). | |||||||||||
Revenue from the management service contract for Casino Rama is based upon contracted terms and is recognized when services are performed. | |||||||||||
Revenues are recognized net of certain sales incentives in accordance with ASC 605-50, "Revenue Recognition—Customer Payments and Incentives." The Company records certain sales incentives and points earned in point-loyalty programs as a reduction of revenue. | |||||||||||
The retail value of accommodations, food and beverage, and other services furnished to guests without charge is included in gross revenues and then deducted as promotional allowances. The estimated cost of providing such promotional allowances is primarily included in food, beverage and other expense. | |||||||||||
The amounts included in promotional allowances for the years ended December 31, 2014, 2013 and 2012 are as follows: | |||||||||||
Year ended December 31, | 2014 | 2013 | 2012 | ||||||||
(in thousands) | |||||||||||
Rooms | $ | 33,513 | $ | 36,132 | $ | 26,612 | |||||
Food and beverage | 106,936 | 123,263 | 108,250 | ||||||||
Other | 9,870 | 11,244 | 9,878 | ||||||||
| | | | | | | | | | | |
Total promotional allowances | $ | 150,319 | $ | 170,639 | $ | 144,740 | |||||
| | | | | | | | | | | |
| | | | | | | | | | | |
The estimated cost of providing such complimentary services for the years ended December 31, 2014, 2013 and 2012 are as follows: | |||||||||||
Year ended December 31, | 2014 | 2013 | 2012 | ||||||||
(in thousands) | |||||||||||
Rooms | $ | 10,559 | $ | 12,565 | $ | 9,814 | |||||
Food and beverage | 45,629 | 50,842 | 44,383 | ||||||||
Other | 5,142 | 5,369 | 7,013 | ||||||||
| | | | | | | | | | | |
Total cost of complimentary services | $ | 61,330 | $ | 68,776 | $ | 61,210 | |||||
| | | | | | | | | | | |
| | | | | | | | | | | |
Gaming and Racing Taxes | |||||||||||
The Company is subject to gaming and pari-mutuel taxes based on gross gaming revenue and pari-mutuel revenue in the jurisdictions in which it operates. The Company primarily recognizes gaming and pari-mutuel tax expense based on the statutorily required percentage of revenue that is required to be paid to state and local jurisdictions in the states where or in which wagering occurs. In certain states in which the Company operates, gaming taxes are based on graduated rates. The Company records gaming tax expense at the Company's estimated effective gaming tax rate for the year, considering estimated taxable gaming revenue and the applicable rates. Such estimates are adjusted each interim period. If gaming tax rates change during the year, such changes are applied prospectively in the determination of gaming tax expense in future interim periods. Finally, the Company recognizes purse expense based on the statutorily required percentage of revenue that is required to be paid out in the form of purses to the winning owners of horse races run at the Company's racetracks in the period in which wagering occurs. For the years ended December 31, 2014, 2013 and 2012, these expenses, which are recorded primarily within gaming expense in the consolidated statements of operations, were $0.89 billion, $1.02 billion, and $1.07 billion, respectively. | |||||||||||
Rental Expense related to the Master Lease | |||||||||||
As of December 31, 2014, the Company leased from GLPI real property assets associated with eighteen of the Company's gaming and related facilities used in the Company's operations. | |||||||||||
The rent structure under the Master Lease, which became effective November 1, 2013, includes a fixed component, a portion of which is subject to an annual escalator of up to 2% if certain rent coverage ratio thresholds are met, and a component that is based on the performance of the facilities, which is prospectively adjusted, subject to a floor of zero (i) every five years by an amount equal to 4% of the average change to net revenues of all facilities under the Master Lease (other than Hollywood Casino Columbus and Hollywood Casino Toledo) during the preceding five years, and (ii) monthly by an amount equal to 20% of the change in net revenues of Hollywood Casino Columbus and Hollywood Casino Toledo during the preceding month. In addition, with the openings of Hollywood Gaming at Dayton Raceway and Hollywood Gaming at Mahoning Valley Race Course in the third quarter of 2014, these properties began paying rent subject to the terms of the Master Lease, which had the impact of increasing the Company's annual rental expense related to the Master Lease by approximately $19 million, which approximates ten percent of the real estate construction costs paid for by GLPI related to these facilities. | |||||||||||
In April 2014, an amendment to the Master Lease was entered into in order to revise certain provisions relating to the Sioux City property. In accordance with the amendment, upon the ceasing of gaming operations at Argosy Casino Sioux City on July 30, 2014 due to the termination of its gaming license, the annual rent payable to GLPI was reduced by $6.2 million. Additionally, the Company finalized its calculation of rent coverage in accordance with the appropriate provisions of the Master Lease to determine if an annual base rent escalator is due. The calculation of the escalator resulted in an increase to the Company's annual rent expense of $3.2 million starting November 1, 2014. | |||||||||||
The Master Lease is commonly known as a triple-net lease. Accordingly, in addition to rent, the Company is required to pay the following, among other things: (1) all facility maintenance; (2) all insurance required in connection with the leased properties and the business conducted on the leased properties; (3) taxes levied on or with respect to the leased properties (other than taxes on the income of the lessor); and (4) all utilities and other services necessary or appropriate for the leased properties and the business conducted on the leased properties. At the Company's option, the Master Lease may be extended for up to four five-year renewal terms beyond the initial fifteen-year term, on the same terms and conditions. | |||||||||||
Total rental expense under the Master Lease was $421.4 million and $69.5 million for the years ended December 31, 2014 and 2013, respectively. | |||||||||||
Earnings Per Share | |||||||||||
The Company calculates earnings per share ("EPS") in accordance with ASC 260, "Earnings Per Share" ("ASC 260"). Basic EPS is computed by dividing net income applicable to common stock by the weighted-average number of common shares outstanding during the period. Diluted EPS reflects the additional dilution for all potentially-dilutive securities such as stock options and unvested restricted shares. | |||||||||||
At December 31, 2014 and 2013, the Company had outstanding 8,624 shares of Series C Preferred Stock and at December 31, 2012, had outstanding 12,275 of Series B Redeemable Preferred Stock ("Series B Preferred Stock"). The Company determined that both classes of preferred stock qualified as a participating security as defined in ASC 260 since these securities participate in dividends with the Company's common stock. In accordance with ASC 260, a company is required to use the two-class method when computing EPS when a company has a security that qualifies as a "participating security." The two-class method is an earnings allocation formula that determines EPS for each class of common stock and participating security according to dividends declared (or accumulated) and participation rights in undistributed earnings. A participating security is included in the computation of basic EPS using the two-class method. Under the two-class method, basic EPS for the Company's common stock is computed by dividing net income applicable to common stock by the weighted-average common shares outstanding during the period. Diluted EPS for the Company's common stock is computed using the more dilutive of the two-class method or the if-converted method. | |||||||||||
Since the Company's preferred shareholders are not obligated to fund the losses of the Company nor is the contractual principal of the Series C Preferred Stock reduced as a result of losses incurred by the Company, no allocation of the Company's undistributed losses resulting from the net loss for the years ended December 31, 2014 and 2013 is required. As such, since the Company reported a net loss for the years ended December 31, 2014 and 2013, it was required by ASC 260 to use basic weighted-average common shares outstanding, rather than diluted weighted-average common shares outstanding, when calculating diluted EPS. | |||||||||||
The following table sets forth the allocation of net income for the year ended December 31, 2012 under the two-class method: | |||||||||||
Year ended December 31, | 2012 | ||||||||||
(in thousands) | |||||||||||
Net income | $ | 211,971 | |||||||||
Net income applicable to preferred stock | 41,023 | ||||||||||
| | | | | |||||||
Net income applicable to common stock | $ | 170,948 | |||||||||
| | | | | |||||||
| | | | | |||||||
The following table reconciles the weighted-average common shares outstanding used in the calculation of basic EPS to the weighted-average common shares outstanding used in the calculation of diluted EPS for the year ended December 31, 2012: | |||||||||||
Year ended December 31, | 2012 | ||||||||||
(in thousands) | |||||||||||
Determination of shares: | |||||||||||
Weighted-average common shares outstanding | 76,345 | ||||||||||
Assumed conversion of dilutive employee stock-based awards | 2,305 | ||||||||||
Assumed conversion of restricted stock | 159 | ||||||||||
Assumed conversion of preferred stock | 24,995 | ||||||||||
| | | | | |||||||
Diluted weighted-average common shares outstanding | 103,804 | ||||||||||
| | | | | |||||||
| | | | | |||||||
For the Series B Preferred Stock, the Company was required to adjust its diluted weighted-average common shares outstanding for the purpose of calculating diluted EPS as follows: 1) when the price of the Company's common stock at the end of the reporting period was less than $45, the diluted weighted-average common shares outstanding was increased by 26,777,778 shares (regardless of how much the stock price was below $45); 2) when the price of the Company's common stock at the end of the reporting period was between $45 and $67, the diluted weighted-average common shares outstanding was increased by an amount which was calculated by dividing $1.205 billion (face value) by the current price per share of the Company's common stock, which resulted in an increase in the diluted weighted-average common shares outstanding of between 17,985,075 shares and 26,777,778 shares; and 3) when the price of the Company's common stock at the end of the reporting period was above $67, the diluted weighted-average common shares outstanding was increased by 17,985,075 shares (regardless of how much the stock price exceeded $67). | |||||||||||
Options to purchase 6,633,622 shares, 7,316,713 shares and 1,693,500 shares were outstanding during the years ended December 31, 2014, 2013 and 2012, respectively, but were not included in the computation of diluted EPS because they were antidilutive. | |||||||||||
The following tables present the calculation of basic and diluted EPS for the Company's common stock for the years ended December 31, 2014, 2013 and 2012 (in thousands, except per share data): | |||||||||||
Year ended December 31, | 2014 | 2013 | |||||||||
Calculation of basic and diluted EPS: | |||||||||||
Net loss | $ | (233,195 | ) | $ | (794,339 | ) | |||||
Weighted-average common shares outstanding | 78,425 | 78,111 | |||||||||
Basic and Diluted EPS | $ | (2.97 | ) | $ | (10.17 | ) | |||||
Year ended December 31, | 2012 | ||||||||||
Calculation of basic EPS: | |||||||||||
Net income applicable to common stock | $ | 170,948 | |||||||||
Weighted-average common shares outstanding | 76,345 | ||||||||||
Basic EPS | $ | 2.24 | |||||||||
Calculation of diluted EPS using if-converted method: | |||||||||||
Net income | $ | 211,971 | |||||||||
Diluted weighted-average common shares outstanding | 103,804 | ||||||||||
Diluted EPS | $ | 2.04 | |||||||||
Stock-Based Compensation | |||||||||||
The Company accounts for stock compensation under ASC 718, "Compensation-Stock Compensation," which requires the Company to expense the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award. This expense is recognized ratably over the requisite service period following the date of grant. | |||||||||||
The fair value for stock options was estimated at the date of grant using the Black-Scholes option-pricing model, which requires management to make certain assumptions. The risk-free interest rate was based on the U.S. Treasury spot rate with a term equal to the expected life assumed at the date of grant. Expected volatility was estimated based on the historical volatility of the Company's stock price over a period of 5.45 years, in order to match the expected life of the options at the grant date. The decline in the weighted average expected life compared to the prior years is due to the fact that the Company did not issue stock options in 2013 as well as lower amounts of stock options issued compared to years prior to 2013. Historically, at the grant date, there has been no expected dividend yield assumption since the Company has not paid any cash dividends on its common stock since its initial public offering in May 1994 and since the Company intends to retain all of its earnings to finance the development of its business for the foreseeable future. The weighted-average expected life was based on the contractual term of the stock option and expected employee exercise dates, which was based on the historical and expected exercise behavior of the Company's employees. | |||||||||||
The following are the weighted-average assumptions used in the Black-Scholes option-pricing model for the years ended December 31, 2014, 2013 and 2012: | |||||||||||
Year ended December 31, | 2014 | 2013 | 2012 | ||||||||
Risk-free interest rate | 1.68 | % | 1.08 | % | 0.84 | % | |||||
Expected volatility | 44.80 | % | 46.27 | % | 45.78 | % | |||||
Dividend yield | — | — | — | ||||||||
Weighted-average expected life (years) | 5.45 | 6.57 | 6.64 | ||||||||
See Note 15 for a discussion on the impact of the Spin-Off on the Company's stock-based equity awards. | |||||||||||
Segment Information | |||||||||||
The Company's Chief Executive Officer, who is the Company's Chief Operating Decision Maker ("CODM") as that term is defined in ASC 280, "Segment Reporting" ("ASC 280"), measures and assesses the Company's business performance based on regional operations of various properties grouped together based primarily on their geographic locations. In January 2014, the Company named Jay Snowden as its Chief Operating Officer and the Company decided in connection with this announcement to re-align its reporting structure. Starting in January 2014, the Company's reportable segments are: (i) East/Midwest, (ii) West, and (iii) Southern Plains. | |||||||||||
The East/Midwest reportable segment consists of the following properties: Hollywood Casino at Charles Town Races, Hollywood Casino Bangor, Hollywood Casino at Penn National Race Course, Hollywood Casino Lawrenceburg, Hollywood Casino Toledo, which opened on May 29, 2012, Hollywood Casino Columbus, which opened on October 8, 2012, Hollywood Gaming at Dayton Raceway, which opened on August 28, 2014, and Hollywood Gaming at Mahoning Valley Race Course, which opened on September 17, 2014. It also includes the Company's Casino Rama management service contract and the Plainville project in Massachusetts which the Company expects to open in June 2015. It also previously included Hollywood Casino Perryville, which was contributed to GLPI on November 1, 2013. | |||||||||||
The West reportable segment consists of the following properties: Zia Park Casino and the M Resort, as well as the Jamul development project, which the Company anticipates completing in mid-2016. | |||||||||||
The Southern Plains reportable segment consists of the following properties: Hollywood Casino Aurora, Hollywood Casino Joliet, Argosy Casino Alton, Argosy Casino Riverside, Hollywood Casino Tunica, Hollywood Casino Gulf Coast (formerly Hollywood Casino Bay St. Louis), Boomtown Biloxi, and Hollywood Casino St. Louis (formerly Harrah's St. Louis which was acquired from Caesars Entertainment on November 2, 2012), and includes the Company's 50% investment in Kansas Entertainment, LLC ("Kansas Entertainment"), which owns the Hollywood Casino at Kansas Speedway. On July 30, 2014, the Company closed Argosy Casino Sioux City. This segment also previously included Hollywood Casino Baton Rouge, which was contributed to GLPI on November 1, 2013. | |||||||||||
The Other category consists of the Company's standalone racing operations, namely Rosecroft Raceway, Sanford-Orlando Kennel Club, and the Company's joint venture interests in Sam Houston Race Park, Valley Race Park, and Freehold Raceway, as well as the Company's 50% joint venture with the Cordish Companies in New York. It also previously included the Company's Bullwhackers property, which was sold in July 2013. If the Company is successful in obtaining gaming operations at these locations, they would be assigned to one of the Company's reportable segments. The Other category also includes the Company's corporate overhead operations which does not meet the definition of an operating segment under ASC 280. | |||||||||||
The prior year amounts were reclassified to conform to the Company's new reporting structure in accordance with ASC 280. See Note 16 for further information with respect to the Company's segments. | |||||||||||
Statements of Cash Flows | |||||||||||
The Company has presented the consolidated statements of cash flows using the indirect method, which involves the reconciliation of net (loss) income to net cash flow from operating activities. | |||||||||||
Acquisitions | |||||||||||
The Company accounts for its acquisitions in accordance with ASC 805, "Business Combinations." The results of operations of acquisitions are included in the consolidated financial statements from their respective dates of acquisition. | |||||||||||
Variable Interest Entities | |||||||||||
In accordance with the authoritative guidance of ASC 810, "Consolidation" ("ASC 810"), the Company consolidates a VIE if the Company is the primary beneficiary, defined as the party that has both the power to direct the activities that most significantly impact the VIE's economic performance and the obligation to absorb losses of or the right to receive benefits from the VIE that could potentially be significant to the VIE. A variable interest is a contractual, ownership or other interest that changes with changes in the fair value of the VIE's net assets exclusive of variable interests. To determine whether a variable interest the Company holds could potentially be significant to the VIE, the Company considers both qualitative and quantitative factors regarding the nature, size and form of its involvement with the VIE. The Company assesses whether it is the primary beneficiary of a VIE or the holder of a significant variable interest in a VIE on an on-going basis for each such interest. | |||||||||||
Certain Risks and Uncertainties | |||||||||||
The Company faces intense gaming competition in most of the markets where its properties operate. Various states are currently considering or implementing legislation to legalize or expand gaming. Such legislation presents potential opportunities for the Company to establish new properties; however, this also presents potential competitive threats to the Company's existing properties. For example, the Company's two facilities—one in Charles Town, West Virginia and one in Grantville, Pennsylvania—that each generated approximately 10% or more of our net revenues will face or have faced new sources of significant competition in the near term. Namely, Hollywood Casino at Charles Town Races and, to a lesser extent, Hollywood Casino at Penn National Race Course faced increased competition from the opening in June 2012 of a significant casino complex at the Arundel Mills mall in Anne Arundel, Maryland. The Horseshoe Baltimore Casino, which opened at the end of August 2014, has not had a significant negative impact on the operations of these two properties, however may have a negative impact in 2015 as the new facility becomes more established. Additionally, a mid-2016 opening of a casino operated by MGM in Prince George's County, Maryland will also negatively impact the operations at Hollywood Casino at Charles Town Races and, to a lesser extent, Hollywood Casino at Penn National Race Course. | |||||||||||
The Company's operations are dependent on its continued licensing by state gaming commissions. The loss of a license, in any jurisdiction in which the Company operates, could have a material adverse effect on future results of operations. | |||||||||||
The Company is dependent on each gaming property's local market for a significant number of its patrons and revenues. If economic conditions in these areas deteriorate or additional gaming licenses are awarded in these markets, the Company's results of operations could be adversely affected. | |||||||||||
The Company is dependent on the economy of the U.S. in general, and any deterioration in the national economic, energy, credit and capital markets could have a material adverse effect on future results of operations. | |||||||||||
The Company is dependent upon a stable gaming and admission tax structure in the locations that it operates in. Any change in the tax structure could have a material adverse affect on future results of operations. | |||||||||||
New_Accounting_Pronouncements
New Accounting Pronouncements | 12 Months Ended |
Dec. 31, 2014 | |
New Accounting Pronouncements | |
New Accounting Pronouncements | 5. New Accounting Pronouncements |
In April 2014, the FASB issued guidance that amends the definition of discontinued operations by limiting discontinued operations reporting to disposals of components of an entity that represent strategic shifts that have (or will have) a major effect on an entity's operations and financial results. Examples of a strategic shift that has (or will have) a major effect on an entity's operations and financial results could include a disposal of a major geographical area, a major line of business, a major equity method investment, or other major parts of an entity. In addition, the amended guidance requires expanded disclosures for discontinued operations, including disclosures about a disposal of an individually significant component of an entity that does not qualify for discontinued operations presentation in the financial statements. The amendments are effective for all disposals (or classifications as held for sale) of components of an entity that occur within annual periods beginning on or after December 15, 2014, and interim periods within those years. Early adoption is permitted, but only for disposals (or classifications as held for sale) that have not been reported in financial statements previously issued or available for issuance. The Company early adopted this revised guidance and will apply the amendments to all disposals of a component of the Company going forward. | |
In May 2014, the FASB issued new revenue recognition guidance, which will supersede nearly all existing revenue recognition guidance. The core principle of the guidance is that an entity should recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. To achieve the core principle, the new guidance implements a five-step process for customer contract revenue recognition. The guidance also requires enhanced disclosures regarding the nature, amount, timing and uncertainty of revenues and cash flows arising from contracts with customers. This new guidance is effective for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period, and early adoption is prohibited. Entities can transition to the new guidance either retrospectively or as a cumulative-effect adjustment as of the date of adoption. Management is currently assessing the impact the new revenue recognition guidance will have on the consolidated financial statements. | |
Acquisitions_and_Other_Recent_
Acquisitions and Other Recent Business Ventures | 12 Months Ended |
Dec. 31, 2014 | |
Acquisitions and Other Recent Business Ventures | |
Acquisitions and Other Recent Business Ventures | 6. Acquisitions and Other Recent Business Ventures |
Jamul Indian Village | |
On April 5, 2013, the Company announced that, subject to final National Indian Gaming Commission approval, it and the Jamul Indian Village of California (the "Tribe") had entered into definitive agreements to jointly develop a Hollywood Casino-branded casino on the Tribe's trust land in San Diego County, California. The definitive agreements were entered into to: (i) secure the development, management, and branding services of the Company to assist the Tribe during the pre-development and entitlement phase of the project; (ii) set forth the terms and conditions under which the Company will provide a loan or loans to the Tribe to fund certain development costs; and (iii) create an exclusive arrangement between the parties. | |
The Tribe is a federally recognized Indian Tribe holding a government-to-government relationship with the U.S. through the U.S. Department of the Interior's Bureau of Indian Affairs and possessing certain inherent powers of self-government. The Tribe is the beneficial owner of approximately six acres of reservation land located within the exterior boundaries of the State of California held by the U.S. in trust for the Tribe (the "Property"). The Tribe exercises jurisdiction over the Property pursuant to its powers of self-government and consistent with the resolutions and ordinances of the Tribe. The arrangement between the Tribe and the Company provides the Tribe with the expertise, knowledge and capacity of a proven developer and operator of gaming facilities and provides the Company with the exclusive right to administer and oversee planning, designing, development, construction management, and coordination during the development and construction of the project as well as the management of a gaming facility on the Property. | |
The proposed $360 million development project will include a three-story gaming and entertainment facility of approximately 200,000 square feet featuring over 1,700 slot machines, 43 live table games, including poker, multiple restaurants, bars and lounges and a partially enclosed parking structure with over 1,800 spaces. In mid-January 2014, the Company announced the commencement of construction activities at the site and it is anticipated that the facility will open in mid-2016. The Company currently provides financing to the Tribe in connection with the project and, upon opening, will manage and provide branding for the casino. The Company has a conditional loan commitment to the Tribe (that can be terminated under certain circumstances) for up to $400 million and anticipates it will fund approximately $360 million related to this development. | |
The Company is accounting for the development agreement and related loan commitment letter with the Tribe as a loan (note receivable) with accrued interest in accordance with ASC 310, "Receivables." The loan represents advances made by the Company to the Tribe for the development and construction of a gaming facility for the Tribe on reservation land. As such, the Tribe will own the casino and its related assets and liabilities. San Diego Gaming Ventures, LLC (a wholly-owned subsidiary of the Company) is a separate legal entity established to account for the loan and, upon completion of the project and subsequent commencement of gaming operations on the Property, will be the Penn entity which receives management and licensing fees from the Tribe. The Company has a note receivable with the Tribe for $62.0 million and $7.0 million, which includes accrued interest of $3.3 million and $0.5 million, at December 31, 2014 and 2013, respectively. The note receivable is included in other assets within the consolidated balance sheets. Collectability of the note receivable will be derived from the revenues of the casino operations once the project is completed. Based on the Company's current progress with this project, the Company believes collectability of the note is highly certain. However, in the event that the Company's internal projections related to the profitability of this project and/or the timing of the opening are inaccurate, the Company may be required to record a reserve related to the collectability of this note receivable. | |
The Company considered whether the arrangement with the Tribe represents a variable interest that should be accounted for pursuant to the VIE subsections of ASC 810. The Company noted that the scope and scope exceptions of ASC 810-10-15-12(e) states that a reporting entity shall not consolidate a government organization or financing entity established by a government organization (other than certain financing entities established to circumvent the provisions of the VIE subsections of ASC 810). Based on the status of the Tribe as a government organization, the Company believes its arrangement with the Tribe is not within the scope defined by ASC 810. | |
Plainridge Racecourse Acquisition | |
In September 2013, the Company entered into an option and purchase agreement to purchase Plainridge Racecourse in Massachusetts with the sellers having no involvement in the business or operations from that date forward. The Company subsequently began to operate Plainridge Racecourse effective January 1, 2014 pursuant to a temporary operations agreement. On February 28, 2014, the Massachusetts Gaming Commission awarded the Company a Category Two slots-only gaming license, and in early March 2014, the Company exercised its option to purchase Plainridge Racecourse. This acquisition reflects the continuing efforts of the Company to expand its gaming operations through the development of new gaming properties. The fixed portion of the purchase price was paid on April 11, 2014. The option and purchase agreement also contained contingent purchase price consideration that is calculated based on the actual earnings of the gaming operations over the first ten years of operations. The first payment will be made 60 days after the completion of the first four full fiscal quarters of operation, and every year for nine years after the first payment. The fair value of this liability was determined to be $19.2 million at December 31, 2014, based on an income approach from the Company's internal earning projections and was discounted at a rate consistent with the risk a third party market participant would require holding the identical instrument as an asset. This liability is included in long-term debt on the consolidated balance sheet. At each reporting period, the Company assesses the fair value of this obligation and changes in its value are recorded in earnings. The amount included in interest expense related to the change in fair value of this obligation was $0.7 million for the year ended December 31, 2014. The preliminary purchase price allocation resulted in an increase in land and buildings of $57.9 million and $3.0 million of goodwill. | |
Plainridge Park Casino is anticipated to be a $225 million (inclusive of licensing fees) fully integrated racing and gaming facility featuring live harness racing and simulcasting with 1,250 gaming devices, various dining and entertainment options, structured and surface parking, and a two story clubhouse with approximately 55,000 square feet. On March 14, 2014, the Company broke ground on the facility, and on March 28, 2014, paid the $25 million gaming license fee associated with the facility which was recorded in other intangible assets on the consolidated balance sheet. The Company expects Plainridge Park Casino to open in June 2015. | |
Harrah's St. Louis Acquisition | |
On November 2, 2012, the Company closed on the agreement to acquire 100% of the equity of Harrah's St. Louis gaming and lodging facility from Caesars Entertainment for a final purchase price of $615.2 million. While the acquisition was a stock transaction, it was treated as an asset transaction for tax purposes. This enables the Company to amortize the goodwill and other fair value adjustments for tax purposes. The acquisition reflects the continuing efforts of the Company to expand its regional operating platform with a facility in a large metropolitan market. At the end of 2013, the Company completed the process of transitioning the property to its Hollywood Casino-brand name. The purchase price of the transaction was funded through an add-on to the Company's previous senior secured credit facility. The final purchase price allocation, net of cash acquired of $12.3 million, resulted in an increase to goodwill and other intangible assets, property and equipment, net, total current assets, and total current liabilities, of $386.5 million, $225.1 million, $0.6 million, and $9.3 million, respectively, based on their estimated fair values at November 2, 2012. | |
The St. Louis facility is located adjacent to the Missouri River in Maryland Heights, Missouri, directly off I-70 and approximately 22 miles northwest of downtown St. Louis. The facility is situated on 248 acres along the Missouri River and features 645,270 of property square footage with 2,112 slot machines, 57 table games, 21 poker tables, a 502 guestroom hotel, nine dining and entertainment venues, and structured and surface parking for approximately 4,600 spaces. | |
Investment_In_and_Advances_to_
Investment In and Advances to Unconsolidated Affiliates | 12 Months Ended |
Dec. 31, 2014 | |
Investment In and Advances to Unconsolidated Affiliates | |
Investment In and Advances to Unconsolidated Affiliates | 7. Investment In and Advances to Unconsolidated Affiliates |
As of December 31, 2014, investment in and advances to unconsolidated affiliates primarily included the Company's 50% investment in Kansas Entertainment, which is a joint venture with International Speedway Corporation ("International Speedway"), its 50% interest in Freehold Raceway and its 50% joint venture with MAXXAM, Inc. ("MAXXAM") that owns and operates racetracks in Texas. These investments are more fully described below. | |
Kansas Entertainment | |
Kansas Entertainment opened its Hollywood-themed facility on February 3, 2012. The facility features 244,791 of property square footage with 2,000 slot machines, 40 table games and 12 poker tables, a 1,253 space parking structure, as well as a variety of dining and entertainment facilities. The Company and International Speedway shared equally in the cost of developing and constructing the facility and the Company's share totaled $140.1 million, inclusive of licensing fees. As of December 31, 2014 and 2013, the Company's investment balance was $115.5 million and $127.8 million, respectively. During the year ended December 31, 2012, the Company funded $39.1 million for capital expenditures and other operating expenses. During the years ended December 31, 2014, 2013 and 2012, the Company received distributions from Kansas Entertainment totaling $23.0 million, $21.5 million and $13.0 million, respectively, which the Company deemed to be returns on its investment. | |
Per the Development Agreement with the Unified Government of Wyandotte County/Kansas City, Kansas ("Unified Government"), Kansas Entertainment is subject to a 1.0 percent of gross gaming revenue penalty if it had not commenced construction on an adjacent hotel by the second anniversary of its opening, which was February 2014. In June 2014, the Unified Government approved an extension of the construction commencement date to give the Unified Government time to complete a feasibility analysis for a new convention center that could be integrated with the hotel. If the Unified Government had formally resolved to develop a convention center to be integrated with the proposed hotel, then Kansas Entertainment and the Unified Government would have mutually agreed on a new groundbreaking date. However, the Unified Government decided not to proceed with the integrated development, leaving Kansas Entertainment 100 days after the Unified Government's notification of its decision. Consequently, Kansas Entertainment has until April 10, 2015, subject to any additional time taking into account that groundbreaking cannot realistically occur during winter conditions, to commence construction prior to the enforcement of the aforementioned penalty. | |
The final decision to move forward with the proposed hotel will be market-based and subject to approval by Kansas Entertainment's Board of Directors. Should Kansas Entertainment ultimately not build the hotel it will be subject to the penalty from the second anniversary of its opening forward. Accordingly, beginning February 2014, Kansas Entertainment began recording expense equal to 1.0 percent of gross gaming revenue since it did not proceed with construction of a hotel by the original deadline. Included in income from unconsolidated affiliates within the consolidated statement of operations for the year ended December 31, 2014 was approximately $0.6 million in expense related to this penalty. | |
The Company determined that Kansas Entertainment qualified as a VIE at December 31, 2014 and 2013. The Company did not consolidate its investment in Kansas Entertainment at, and for the years ended December 31, 2014 and 2013, as the Company determined that it did not qualify as the primary beneficiary of Kansas Entertainment at, and for the years ended December 31, 2014 and 2013, primarily as it did not have the ability to direct the activities of Kansas Entertainment that most significantly impacted Kansas Entertainment's economic performance without the input of International Speedway. In addition, the Company determined that International Speedway had substantive participating rights in Kansas Entertainment at, and for the years ended December 31, 2014 and 2013. | |
Texas Joint Venture | |
On April 8, 2011, following final approval by the Texas Racing Commission, the Company completed its investment in a joint venture with MAXXAM that owns and operates the Sam Houston Race Park in Houston, Texas and the Valley Race Park in Harlingen, Texas, and holds a license for a planned racetrack in Laredo, Texas. Under the terms of the joint venture, the Company secured a 50% interest in the joint venture, which has sole ownership of the above facilities including interests in 168 acres at Sam Houston Race Park, 71 acres at Valley Race Park, and an option to purchase 135 acres for the planned racetrack in Laredo, Texas. | |
Sam Houston Race Park, which opened in April 1994, is located 15 miles northwest from downtown Houston along Beltway 8. Sam Houston Race Park hosts thoroughbred and quarter horse racing and offers daily simulcast operations, as well as hosts various special events, private parties and meetings, concerts and national touring festivals throughout the year. Valley Race Park, which was opened in 1990 and acquired by Sam Houston Race Park in 2000, features 118,216 of property square footage as a dog racing and simulcasting facility located in Harlingen, Texas. | |
The Company intends to work collaboratively with MAXXAM to strengthen and enhance the existing racetrack operations as well as pursue other opportunities, including the potential for gaming operations at the pari-mutuel facilities, to maximize the overall value of the business. As part of the agreement for the joint venture, the Company agreed to fund, upon the legalization of gaming, a loan to the joint venture for up to $375 million to cover development costs that cannot be financed through third party debt. This loan commitment is in place through December 31, 2015, however it may be extended to December 31, 2016 in order to obtain gaming referendum approval in the event gaming legislation approval has occurred prior to December 31, 2015. If the joint venture elects to utilize the loan, the rates to be paid will be LIBOR plus 800 to 900 basis points for a senior financing and an additional 500 to 600 basis points for a subordinated financing. | |
The Company determined that the Texas joint venture did not qualify as a VIE at December 31, 2014 and 2013. Using the guidance for entities that are not VIEs, the Company determined that it did not have a controlling financial interest in the joint venture at, and for the years ended December 31, 2014 and 2013, primarily as it did not have the ability to direct the activities of the joint venture that most significantly impacted the joint venture's economic performance without the input of MAXXAM. Therefore, the Company did not consolidate its investment in the joint venture at, and for the years ended December 31, 2014 and 2013. | |
New Jersey Joint Venture | |
Through its joint venture with Greenwood Limited Jersey, Inc. ("Greenwood"), the Company owns 50% of Freehold Raceway, located in Freehold, New Jersey. The property features a half-mile standardbred race track and a 117,715 square foot grandstand. | |
The Company determined that the New Jersey joint venture did not qualify as a VIE at December 31, 2014 and 2013. Using the guidance for entities that are not VIEs, the Company determined that it did not have a controlling financial interest in the joint venture at, and for the years ended December 31, 2014 and 2013, primarily as it did not have the ability to direct the activities of the joint venture that most significantly impacted the joint venture's economic performance without the input of Greenwood. Therefore, the Company did not consolidate its investment in the joint venture at, and for the years ended December 31, 2014 and 2013. | |
Property_and_Equipment
Property and Equipment | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Property and Equipment | ||||||||
Property and Equipment | 8. Property and Equipment | |||||||
Property and equipment, net, consists of the following: | ||||||||
December 31, | 2014 | 2013 | ||||||
(in thousands) | ||||||||
Land and improvements | $ | 42,350 | $ | 14,714 | ||||
Building and improvements | 173,043 | 156,443 | ||||||
Furniture, fixtures, and equipment | 1,213,143 | 1,190,252 | ||||||
Leasehold improvements | 246,047 | 24,301 | ||||||
Construction in progress | 69,367 | 25,389 | ||||||
| | | | | | | | |
Total property and equipment | 1,743,950 | 1,411,099 | ||||||
Less accumulated depreciation | (974,805 | ) | (913,642 | ) | ||||
| | | | | | | | |
Property and equipment, net | $ | 769,145 | $ | 497,457 | ||||
| | | | | | | | |
| | | | | | | | |
During the year ended December 31, 2014, total property and equipment, net increased by $271.7 million primarily due to the acquisition of Plainridge Racecourse (see Note 6), construction costs for the development of Plainridge Park Casino, the addition of a new hotel at Zia Park Casino and the addition of two new racinos in Ohio, as well as normal capitalized maintenance expenditures, all of which were partially offset by depreciation expense for the year ended December 31, 2014. The increase also resulted from the relocation fees for the two racinos in Ohio which both opened in the third quarter of 2014. In June 2013, the Company finalized the terms of its memorandum of understanding with the State of Ohio, which included an agreement by the Company to pay a relocation fee in return for being able to relocate its existing racetracks in Toledo and Grove City to Dayton and Austintown, respectively. Upon opening, the relocation fee for each new racino was recorded at the present value of the contractual obligation, which was calculated to be $75 million based on the 5% discount rate included in the agreement (see Note 11 for further details on the obligation). Based on relevant authoritative accounting guidance, the Company determined that the relocation fee met the definition of a real estate preacquisition cost and as such was capitalized. | ||||||||
Depreciation expense, for property and equipment as well as capital leases, totaled $167.6 million, $282.2 million, and $244.5 million in 2014, 2013 and 2012, respectively. Interest capitalized in connection with major construction projects was $0.9 million, $1.4 million, and $8.4 million in 2014, 2013 and 2012, respectively. Depreciation expense decreased by $114.6 million for the year ended December 31, 2014, as compared to the corresponding period in the prior year, primarily due to the contribution of real estate assets to GLPI, as well as Hollywood Casino Perryville and Hollywood Casino Baton Rouge, on November 1, 2013 (see Note 2) partially offset by the openings of the two new racinos in Ohio in the third quarter of 2014. | ||||||||
During the second quarter of 2014, the Company recorded a pre-tax impairment charge of $4.6 million to write-down certain idle assets to their estimated salvage value. | ||||||||
During the fourth quarter of 2013, in conjunction with the relocation of the Company's two racetracks in Ohio, the Company recorded a pre-tax impairment charge of $2.2 million for the parcels of land that the racetracks resided on, as the land was reclassified as held for sale. | ||||||||
Goodwill_and_Other_Intangible_
Goodwill and Other Intangible Assets | 12 Months Ended | |||||||||||||||||||
Dec. 31, 2014 | ||||||||||||||||||||
Goodwill and Other Intangible Assets | ||||||||||||||||||||
Goodwill and Other Intangible Assets | 9. Goodwill and Other Intangible Assets | |||||||||||||||||||
Remaining goodwill consists mainly of goodwill from the acquisitions of Boomtown Biloxi in August 2000, Hollywood Casino Corporation in March 2003, Argosy Gaming Company in October 2005, and Zia Park Casino in April 2007. A reconciliation of goodwill and accumulated goodwill impairment losses is as follows (in thousands): | ||||||||||||||||||||
Balance at January 1, 2013: | ||||||||||||||||||||
Goodwill | $ | 2,214,546 | ||||||||||||||||||
Accumulated goodwill impairment losses | (833,857 | ) | ||||||||||||||||||
| | | | | ||||||||||||||||
Goodwill, net | $ | 1,380,689 | ||||||||||||||||||
| | | | | ||||||||||||||||
Goodwill impairment losses | (807,464 | ) | ||||||||||||||||||
Contribution of Hollywood Casino Baton Rouge to GLPI | (75,521 | ) | ||||||||||||||||||
Other | (5,306 | ) | ||||||||||||||||||
| | | | | ||||||||||||||||
Balance at December 31, 2013: | ||||||||||||||||||||
Goodwill | $ | 2,133,719 | ||||||||||||||||||
Accumulated goodwill impairment losses | (1,641,321 | ) | ||||||||||||||||||
| | | | | ||||||||||||||||
Goodwill, net | $ | 492,398 | ||||||||||||||||||
| | | | | ||||||||||||||||
Goodwill acquired | 3,052 | |||||||||||||||||||
Goodwill impairment losses | (212,193 | ) | ||||||||||||||||||
Other | (5,675 | ) | ||||||||||||||||||
| | | | | ||||||||||||||||
Balance at December 31, 2014: | ||||||||||||||||||||
Goodwill | $ | 2,131,096 | ||||||||||||||||||
Accumulated goodwill impairment losses | (1,853,514 | ) | ||||||||||||||||||
| | | | | ||||||||||||||||
Goodwill, net | $ | 277,582 | ||||||||||||||||||
| | | | | ||||||||||||||||
| | | | | ||||||||||||||||
Indefinite-life intangible assets consist mainly of gaming licenses. The table below presents the gross carrying value, accumulated amortization, and net book value of each major class of other intangible assets at December 31, 2014 and 2013: | ||||||||||||||||||||
December 31, 2014 | December 31, 2013 | |||||||||||||||||||
(in thousands) | ||||||||||||||||||||
Gross | Accumulated | Net Book | Gross | Accumulated | Net Book | |||||||||||||||
Carrying | Amortization | Value | Carrying | Amortization | Value | |||||||||||||||
Value | Value | |||||||||||||||||||
Indefinite-life intangible assets | $ | 370,100 | $ | — | $ | 370,100 | $ | 349,224 | $ | — | $ | 349,224 | ||||||||
Argosy Casino Sioux City gaming license | 20,949 | 20,949 | — | 20,949 | 12,569 | 8,380 | ||||||||||||||
Other intangible assets | 56,126 | 55,664 | 462 | 55,665 | 53,621 | 2,044 | ||||||||||||||
| | | | | | | | | | | | | | | | | | | | |
Total | $ | 447,175 | $ | 76,613 | $ | 370,562 | $ | 425,838 | $ | 66,190 | $ | 359,648 | ||||||||
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Indefinite-life intangible assets increased by $10.9 million for the year ended December 31, 2014 primarily due to the $100 million of gaming license fees for Hollywood Gaming at Dayton Raceway and Hollywood Gaming at Mahoning Valley Race Course, as well as the $25 million gaming license fee associated with Plainridge Park Casino (see Note 6) partially offset by impairment charges discussed below and amortization for the year ended December 31, 2014. Half of the gaming license fee for both Ohio racinos has been paid ($10 million for each facility in the second quarter of 2014 and $15 million upon opening for each facility) with the remaining $50 million ($25 million for each facility) due one year from commencement of operations. The remaining gaming license fees to be paid are included in accrued expenses within the consolidated balance sheet at December 31, 2014. | ||||||||||||||||||||
For the year ended December 31, 2014, the Company recorded pre-tax goodwill and other intangible assets impairment charges of $212.2 million and $104.3 million, respectively, as it determined that a portion of the value of its goodwill and other intangible assets was impaired due to the Company's outlook of continued challenging regional gaming conditions at certain properties which persisted in 2014 in its Southern Plains segment, as well as for the write-off of a trademark intangible asset in the West segment. | ||||||||||||||||||||
For the year ended December 31, 2013, primarily as a result of the Spin-Off, the Company recorded pre-tax goodwill and other intangible assets impairment charges of $738.8 million and $319.6 million, respectively, as it determined that a portion of the value of its goodwill and other intangible assets was impaired. The contribution of real estate to GLPI was accounted for as a contribution of assets rather than a business. Therefore, the historical goodwill and other intangible assets of the Company (with the exception of Hollywood Casino Baton Rouge and Hollywood Casino Perryville since the Company contributed them to GLPI) were not contributed to GLPI as part of the Spin-Off. Subsequent to the Spin-Off, the Company is responsible monthly for a single significant rental payment to GLPI under the Master Lease. For impairment valuation and accounting purposes, the Company allocates the rental obligation to its reporting units that are a party to the Master Lease. | ||||||||||||||||||||
Additionally, as a result of a new gaming license being awarded for the development of a new casino in Sioux City, Iowa to another applicant in April 2013 (see Note 12 for further details), the Company recorded a pre-tax goodwill and other intangible asset impairment charge of $68.7 million and $3.1 million, respectively, for Argosy Casino Sioux City during the year ended December 31, 2013, as the Company determined that the fair value of its Sioux City reporting unit was less than its carrying amount based on the Company's analysis of the estimated future expected cash flows the Company anticipated receiving from the operations of the Sioux City facility. Furthermore, the remaining gaming license for Argosy Casino Sioux City of $20.9 million at time of the impairment was accounted for as a definite lived intangible asset and was amortized on a straight line basis through June 2014, the opening date of the new facility. | ||||||||||||||||||||
In addition, in conjunction with the Spin-Off, the Company contributed Hollywood Casino Baton Rouge and Hollywood Casino Perryville, which had goodwill of $75.5 million and a gaming license of $9.6 million, respectively, to GLPI on November 1, 2013. | ||||||||||||||||||||
The Company's intangible asset amortization expense was $11.4 million, $16.1 million, and $0.8 million for the years ended December 31, 2014, 2013 and 2012, respectively. | ||||||||||||||||||||
The following table presents expected intangible asset amortization expense based on existing intangible assets at December 31, 2014 (in thousands): | ||||||||||||||||||||
2015 | $ | — | ||||||||||||||||||
2016 | 33 | |||||||||||||||||||
2017 | 66 | |||||||||||||||||||
2018 | 66 | |||||||||||||||||||
2019 | 66 | |||||||||||||||||||
Thereafter | 231 | |||||||||||||||||||
| | | | | ||||||||||||||||
Total | $ | 462 | ||||||||||||||||||
| | | | | ||||||||||||||||
| | | | | ||||||||||||||||
The Company's remaining goodwill and other intangible assets by reporting unit at December 31, 2014 is shown below (in thousands): | ||||||||||||||||||||
Reporting Unit | Goodwill | Other Intangible | ||||||||||||||||||
Assets | ||||||||||||||||||||
Zia Park Casino | $ | 144,171 | $ | — | ||||||||||||||||
Hollywood Casino St. Louis | — | 77,072 | ||||||||||||||||||
Hollywood Casino at Penn National Race Course | 1,497 | 67,607 | ||||||||||||||||||
Hollywood Gaming at Dayton Raceway | 15,339 | 50,000 | ||||||||||||||||||
Hollywood Casino Joliet | 6,886 | 44,464 | ||||||||||||||||||
Hollywood Casino Lawrenceburg | — | 50,000 | ||||||||||||||||||
Hollywood Gaming at Mahoning Valley Race Course | — | 50,000 | ||||||||||||||||||
Hollywood Casino Aurora | 37,687 | — | ||||||||||||||||||
Argosy Casino Riverside | 32,122 | 4,964 | ||||||||||||||||||
Plainridge Park Casino | 3,052 | 25,297 | ||||||||||||||||||
Boomtown Biloxi | 22,365 | — | ||||||||||||||||||
Hollywood Casino Tunica | 9,305 | — | ||||||||||||||||||
Others | 5,158 | 1,158 | ||||||||||||||||||
| | | | | | | | |||||||||||||
Total | $ | 277,582 | $ | 370,562 | ||||||||||||||||
| | | | | | | | |||||||||||||
| | | | | | | | |||||||||||||
Investment_in_Corporate_Securi
Investment in Corporate Securities | 12 Months Ended |
Dec. 31, 2014 | |
Investment in Corporate Securities | |
Investment in Corporate Securities | 10. Investment in Corporate Securities |
In 2008, the Company made an investment in the corporate debt securities of another gaming company which had a maturity date of November 1, 2012. This investment was accounted for as an available-for-sale investment and was included in other assets within the consolidated balance sheet. During 2010, the issuer of the security went into default on its obligations as it ceased making interest payments and the security was downgraded by certain rating agencies. As a result, in 2010, the Company wrote down the investment to its fair value, which was based on the transaction prices of the security subsequent to when the issuer defaulted on its obligations. In April 2011, the issuer of the security declared bankruptcy. In 2013, the Company received a distribution of $6.9 million from the finalization of bankruptcy proceedings, which resulted in the recognition of a $1.5 million gain, which is included in other income (expenses) within the consolidated statement of operations, during the year ended December 31, 2013. | |
Longterm_Debt
Long-term Debt | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Long-term Debt | ||||||||
Long-term Debt | 11. Long-term Debt | |||||||
Long-term debt, net of current maturities, is as follows: | ||||||||
December 31, | 2014 | 2013 | ||||||
(in thousands) | ||||||||
Senior secured credit facility | $ | 807,500 | $ | 750,000 | ||||
$300 million 5.875% senior unsecured notes due November 1, 2021 | 300,000 | 300,000 | ||||||
Other long-term obligations | 154,189 | — | ||||||
Capital leases | 199 | 2,015 | ||||||
| | | | | | | | |
1,261,888 | 1,052,015 | |||||||
Less current maturities of long-term debt | (30,853 | ) | (27,598 | ) | ||||
Less discount on senior secured credit facility Term Loan B | (1,056 | ) | (1,223 | ) | ||||
| | | | | | | | |
$ | 1,229,979 | $ | 1,023,194 | |||||
| | | | | | | | |
| | | | | | | | |
The following is a schedule of future minimum repayments of long-term debt as of December 31, 2014 (in thousands), excluding other long-term obligations attributable to the contingent purchase price consideration related to the purchase of Plainridge Racecourse (see Note 6): | ||||||||
2015 | $ | 30,853 | ||||||
2016 | 52,875 | |||||||
2017 | 66,002 | |||||||
2018 | 464,173 | |||||||
2019 | 17,351 | |||||||
Thereafter | 611,445 | |||||||
| | | | | ||||
Total minimum payments | $ | 1,242,699 | ||||||
| | | | | ||||
| | | | | ||||
Senior Secured Credit Facility | ||||||||
On October 30, 2013, the Company entered into a new senior secured credit facility. The new senior secured credit facility consists of a five year $500 million revolver, a five year $500 million Term Loan A facility, and a seven year $250 million Term Loan B facility. The Term Loan A facility was priced at LIBOR plus a spread (ranging from 2.75% to 1.25%) based on the Company's consolidated total net leverage ratio as defined in the new senior secured credit facility. The Term Loan B facility was priced at LIBOR plus 2.50%, with a 0.75% LIBOR floor. In connection with the repayment of the previous senior secured credit facility, the Company recorded a $21.5 million loss on the early extinguishment of debt for the year ended December 31, 2013 related to debt issuance costs write-offs and the write-off of the discount on the Term Loan B facility of the previous senior secured credit facility. | ||||||||
The Company's senior secured credit facility had a gross outstanding balance of $807.5 million at December 31, 2014, consisting of a $475.0 million Term Loan A facility, a $247.5 million Term Loan B facility, and $85.0 million outstanding on the revolving credit facility. This compares with a $750 million gross outstanding balance at December 31, 2013 which consisted of a $500 million Term Loan A facility and a $250 million Term Loan B facility. No balances were outstanding on the revolving credit facility at December 31, 2013. Additionally, at December 31, 2014 and 2013, the Company was contingently obligated under letters of credit issued pursuant to the senior secured credit facility with face amounts aggregating $23.0 million and $22.1 million, respectively, resulting in $392.0 million and $477.9 million of available borrowing capacity as of December 31, 2014 and 2013, respectively, under the revolving credit facility. | ||||||||
The payment and performance of obligations under the senior secured credit facility are guaranteed by a lien on and security interest in substantially all of the assets (other than excluded property such as gaming licenses) of the Company and its subsidiaries. | ||||||||
Redemption of 83/4% Senior Subordinated Notes | ||||||||
In the fourth quarter of 2013, the Company redeemed all of its $325 million 83/4% senior subordinated notes, which were due in 2019 ("83/4% Notes"). In connection with this redemption, the Company recorded a $40.2 million loss on the early extinguishment of debt for the year ended December 31, 2013 related to debt issuance costs write-offs of $5.5 million and the call premium on the 83/4% Notes of $34.7 million. | ||||||||
5.875% Senior Unsecured Notes | ||||||||
On October 30, 2013, the Company completed an offering of $300 million 5.875% senior unsecured notes that mature on November 1, 2021 (the "5.875% Notes") at a price of par. Interest on the 5.875% Notes is payable on May 1 and November 1 of each year. The 5.875% Notes are senior unsecured obligations of the Company. The 5.875% Notes will not be guaranteed by any of the Company's subsidiaries except in the event that the Company in the future issues certain subsidiary-guaranteed debt securities. The Company may redeem the 5.875% Notes at any time, and from time to time, on or after November 1, 2016, at the declining redemption premiums set forth in the indenture governing the 5.875% Notes, together with accrued and unpaid interest to, but not including, the redemption date. Prior to November 1, 2016, the Company may redeem the 5.875% Notes at any time, and from time to time, at a redemption price equal to 100% of the principal amount of the 5.875% Notes redeemed plus a "make-whole" redemption premium described in the indenture governing the 5.875% Notes, together with accrued and unpaid interest to, but not including, the redemption date. In addition, the 5.875% Notes may be redeemed prior to November 1, 2016 from net proceeds raised in connection with an equity offering as long as the Company pays 105.875% of the principal amount of the 5.875% Notes, redeems the 5.875% Notes within 180 days of completing the equity offering, and at least 60% of the 5.875% Notes originally issued remains outstanding. | ||||||||
The Company used the proceeds of the new senior secured credit facility, new 5.875% Notes, and cash on hand, to repay its previous senior secured credit facility, to fund the cash tender offer to purchase any and all of its 83/4% Notes and the related consent solicitation to make certain amendments to the indenture governing the 83/4% Notes, to satisfy and discharge such indenture, to pay related fees and expenses and for working capital purposes. | ||||||||
GLPI indebtedness | ||||||||
Immediately before the Spin-Off on October 30, 2013, while GLPI was a wholly-owned subsidiary of the Company, GLPI raised $2.35 billion of debt financing, which was part of the net assets contributed to GLPI as part of the Spin-Off. See Note 2 for further discussion. | ||||||||
Other Long-Term Obligations | ||||||||
Other long term obligations at December 31, 2014 of $154.2 million include $19.2 million for the contingent purchase price consideration related to the purchase of Plainridge Racecourse (See Note 6) and $135.0 million related to the relocation fees for Hollywood Gaming at Dayton Raceway and Hollywood Gaming at Mahoning Valley Race Course (see Note 8). At the time of acquisition, the fair value of the contingent purchase price consideration was determined to be $18.5 million based on an income approach from the Company's internal earning projections and was discounted at a rate consistent with the risk a third party market participant would require holding the identical instrument as an asset. At each reporting period, the Company assesses the fair value of this obligation and changes in its value are recorded in earnings. The amount included in interest expense related to the accretion of this obligation was $0.7 million for the year ended December 31, 2014. The relocation fee for each facility is payable as follows: $7.5 million upon the opening of the facility and eighteen semi-annual payments of $4.8 million beginning one year from the commencement of operations. This obligation was measured at its present value and is accreted to interest expense at an effective yield of 5.0%. The amount included in interest expense related to this obligation was $2.1 million for the year ended December 31, 2014. | ||||||||
In September 2012, the Company received $10 million under a subscription agreement entered into between A3 Gaming Investments, LLC, an investment vehicle owned by the previous owner of the M Resort ("A3 Gaming Investments"), and LV Gaming Ventures, LLC, a wholly-owned subsidiary of the Company and holder of the assets of the M Resort ("LV Gaming Ventures"). The subscription agreement entitled A3 Gaming Investments to invest in a limited liability membership interest in LV Gaming Ventures, which was scheduled to mature on October 1, 2016. The investment entitled A3 Gaming Investments to annual payments and a settlement value based on the earnings levels of the M Resort. In accordance with ASC 480, "Distinguishing Liabilities from Equity," the Company determined that this obligation was a financial instrument and as such should be recorded as a liability within debt. Changes in the settlement value, if any, were accreted to interest expense through the maturity date of the instrument. In September 2013, the Company entered into an agreement to terminate the subscription agreement, which was repaid on October 22, 2013 for $16 million. During the year ended December 31, 2013, the Company recorded a charge of $3.8 million, and $2.2 million in interest expense on this instrument. | ||||||||
Covenants | ||||||||
The Company's senior secured credit facility and 5.875% Notes require us, among other obligations, to maintain specified financial ratios and to satisfy certain financial tests, including fixed charge coverage, interest coverage, senior leverage and total leverage ratios. In addition, the Company's senior secured credit facility and 5.875% Notes restrict, among other things, its ability to incur additional indebtedness, incur guarantee obligations, amend debt instruments, pay dividends, create liens on assets, make investments, engage in mergers or consolidations, and otherwise restrict corporate activities. | ||||||||
At December 31, 2014, the Company was in compliance with all required financial covenants. | ||||||||
Commitments_and_Contingencies
Commitments and Contingencies | 12 Months Ended | ||||||||||
Dec. 31, 2014 | |||||||||||
Commitments and Contingencies | |||||||||||
Commitments and Contingencies | 12. Commitments and Contingencies | ||||||||||
Litigation | |||||||||||
The Company is subject to various legal and administrative proceedings relating to personal injuries, employment matters, commercial transactions and other matters arising in the ordinary course of business. The Company does not believe that the final outcome of these matters will have a material adverse effect on the Company's consolidated financial position or results of operations. In addition, the Company maintains what it believes is adequate insurance coverage to further mitigate the risks of such proceedings. However, such proceedings can be costly, time consuming and unpredictable and, therefore, no assurance can be given that the final outcome of such proceedings may not materially impact the Company's consolidated financial condition or results of operations. Further, no assurance can be given that the amount or scope of existing insurance coverage will be sufficient to cover losses arising from such matters. | |||||||||||
The following proceedings could result in costs, settlements, damages, or rulings that materially impact the Company's consolidated financial condition or operating results. The Company believes that it has meritorious defenses, claims and/or counter-claims with respect to these proceedings, and intends to vigorously defend itself or pursue its claims. | |||||||||||
Gaming licenses in Iowa are typically issued jointly to a gaming operator and a local charitable organization known as a QSO. The agreement between the Company's gaming operator subsidiary in Iowa, Belle of Sioux City, L.P. ("Belle"), and its QSO, Missouri River Historical Development, Inc. ("MRHD"), expired in early July 2012. On July 12, 2012, when presented with an extension of the Company's QSO/operating agreement for the Sioux City facility through March 2015, the Iowa Racing and Gaming Commission ("IRGC") refused to approve the extension. On April 18, 2013, the IRGC awarded the license to another gaming operator. In August 2013, the IRGC formally denied the Company's application for a renewal of its state license. The Belle filed numerous petitions challenging the IRGC's actions which have all been denied by the Iowa District Court in Polk County, Iowa. The Belle has filed a consolidated appeal which is pending before the Iowa Supreme Court. On July 30, 2014, Argosy Casino Sioux City ceased its operations. | |||||||||||
On October 21, 2011, the Ohio Roundtable filed a complaint in the Court of Common Pleas in Franklin County, Ohio against a number of defendants, including the Governor, the Ohio Lottery Commission and the Ohio Casino Control Commission. The complaint alleges a variety of substantive and procedural defects relative to the approval and implementation of video lottery terminals as well as several counts dealing with the taxation of standalone casinos. As intervenors, we, along with the other two casinos in Ohio, filed motions for judgment on the pleadings to supplement the position of the Racing Commission. In May 2012, the complaint was dismissed, and in March 2013, the Ohio appeals court upheld the dismissal. On April 30, 2013, plaintiffs requested the Ohio Supreme Court to hear an appeal of the decision, and the Ohio Supreme Court elected to accept the appeal. The appeal is currently pending. | |||||||||||
Operating Lease Commitments | |||||||||||
As of November 1, 2013, the Company entered into the Master Lease with GLPI in connection with the Spin-Off. The rent structure under the Master Lease includes a fixed component, a portion of which is subject to an annual escalator of up to 2% if certain rent coverage ratio thresholds are met, and a component that is based on the performance of the facilities, which is prospectively adjusted, subject to a floor of zero (i) every five years by an amount equal to 4% of the average change to net revenues of all facilities under the Master Lease (other than Hollywood Casino Columbus and Hollywood Casino Toledo) during the preceding five years, and (ii) monthly by an amount equal to 20% of the change in net revenues of Hollywood Casino Columbus and Hollywood Casino Toledo during the preceding month. In addition, with the openings of Hollywood Gaming at Dayton Raceway and Hollywood Gaming at Mahoning Valley Race Course in the third quarter of 2014, these properties began paying rent subject to the terms of the Master Lease, which had the impact of increasing the Company's annual rental expense related to the Master Lease by approximately $19 million, which approximates ten percent of the real estate construction costs paid for by GLPI related to these facilities. | |||||||||||
The Master Lease is commonly known as a triple-net lease. Accordingly, in addition to rent, the Company is required to pay the following, among other things: (1) all facility maintenance; (2) all insurance required in connection with the leased properties and the business conducted on the leased properties; (3) taxes levied on or with respect to the leased properties (other than taxes on the income of the lessor); and (4) all utilities and other services necessary or appropriate for the leased properties and the business conducted on the leased properties. Total rental expense under the Master Lease was $421.4 million and $69.5 million for the years ended December 31, 2014 and 2013, respectively. | |||||||||||
At the Company's option, the Master Lease may be extended for up to four five-year renewal terms beyond the initial fifteen-year term, on the same terms and conditions. If the Company elects to renew the term of the Master Lease, the renewal will be effective as to all, but not less than all, of the leased property then subject to the Master Lease, provided that the final renewal option shall only be exercisable with respect to certain of the barge-based facilities—i.e., facilities where barges serve as foundations upon which buildings are constructed to serve as gaming or related facilities or serve ancillary purposes such as access platforms or shear barges to protect a gaming facility from floating debris—following an independent third party expert's review of the total useful life of the applicable barged-based facility measured from the beginning of the initial term. If the final five-year renewal term would not cause the aggregate term to exceed 80% of the useful life of such facility, the facility shall be included in the five-year renewal. In the event that a five-year renewal of such facility would cause it to exceed 80% of the estimated useful life, such facility shall be included in the renewal for the period of time equal to but not exceeding 80% of the estimated useful life. | |||||||||||
In April 2014, an amendment to the Master Lease was entered into in order to revise certain provisions relating to the Company's Sioux City property. In accordance with the amendment, upon the ceasing of gaming operations at Argosy Casino Sioux City on July 30, 2014 due to the termination of its gaming license, the annual rent payable to GLPI was reduced by $6.2 million. Additionally, the Company finalized its calculation of rent coverage in accordance with the appropriate provisions of the Master Lease to determine if an annual base rent escalator is due. The calculation of the escalator resulted in an increase to the Company's annual rent expense of $3.2 million starting November 1, 2014. | |||||||||||
The Company does not have the ability to terminate its obligations under the Master Lease prior to its expiration without GLPI's consent. If the Master Lease is terminated prior to its expiration other than with GLPI's consent, the Company may be liable for damages and incur charges such as continued payment of rent through the end of the lease term and maintenance costs for the leased property. | |||||||||||
Additionally, the Company is liable under numerous operating leases for various assets, including but not limited to an airplane, automobiles, and other equipment. Total rental expense under these other lease agreements was $34.0 million, $37.1 million, and $38.0 million for the years ended December 31, 2014, 2013 and 2012, respectively. | |||||||||||
The future minimum lease commitments relating to the base lease rent portion of noncancelable operating leases, separated by the Master Lease and other lease commitments, at December 31, 2014 are as follows (in thousands): | |||||||||||
Year ending December 31, | Master Lease | Other | Total | ||||||||
2015 | $ | 392,701 | $ | 4,565 | $ | 397,266 | |||||
2016 | 392,701 | 3,535 | 396,236 | ||||||||
2017 | 392,701 | 2,583 | 395,284 | ||||||||
2018 | 384,451 | 2,282 | 386,733 | ||||||||
2019 | 343,200 | 1,529 | 344,729 | ||||||||
Thereafter | 3,031,599 | 15,831 | 3,047,430 | ||||||||
| | | | | | | | | | | |
Total | $ | 4,937,353 | $ | 30,325 | $ | 4,967,678 | |||||
| | | | | | | | | | | |
| | | | | | | | | | | |
Capital Expenditure Commitments | |||||||||||
The Company's current construction program for 2015 calls for capital expenditures of approximately $121.9 million, of which the Company was contractually committed to spend approximately $18.3 million at December 31, 2014. | |||||||||||
Purchase obligations | |||||||||||
The Company has obligations to purchase various goods and services totaling $44.4 million at December 31, 2014, of which $33.6 million will be incurred in 2015. | |||||||||||
Employee Benefit Plans | |||||||||||
The Company maintains a qualified retirement plan under the provisions of Section 401(k) of the Internal Revenue Code of 1986, as amended, which covers all eligible employees. The plan enables participating employees to defer a portion of their salary in a retirement fund to be administered by the Company. The Company makes a discretionary match contribution, where applicable, of 50% of employees' elective salary deferrals, up to a maximum of 6% of eligible employee compensation. The matching contributions for the qualified retirement plan for the years ended December 31, 2014, 2013 and 2012 were $4.7 million, $4.6 million, and $3.7 million, respectively. | |||||||||||
The Company also has a defined contribution plan, the Charles Town Races Future Service Retirement Plan, covering substantially all of its union employees at Hollywood Casino at Charles Town Races. Hollywood Casino at Charles Town Races makes annual contributions to this plan for the eligible union employees and to the Penn National Gaming, Inc. 401(k) Plan for the eligible non-union employees for an amount equal to the amount accrued for retirement expense, which is calculated as 0.25% of the daily mutual handle, 1.0% of net video lottery revenue up to a base and, after the base is met, it reverts to 0.5% and 0.84% of table and poker revenue, respectively. The contributions for the two plans at Hollywood Casino at Charles Town Races for the years ended December 31, 2014, 2013 and 2012 were $3.0 million, $3.6 million, and $3.9 million, respectively. | |||||||||||
The Company maintains a non-qualified deferred compensation plan that covers most management and other highly-compensated employees. This plan was effective March 1, 2001. The plan allows the participants to defer, on a pre-tax basis, a portion of their base annual salary and/or their annual bonus, and earn tax-deferred earnings on these deferrals. The plan also provides for matching Company contributions that vest over a five-year period. The Company has established a Trust, and transfers to the Trust, on a periodic basis, an amount necessary to provide for its respective future liabilities with respect to participant deferral and Company contribution amounts. The Company's matching contributions for the non-qualified deferred compensation plan for the years ended December 31, 2014, 2013 and 2012 were $1.9 million, $2.3 million, and $2.7 million, respectively. The Company's deferred compensation liability, which was included in other current liabilities within the consolidated balance sheets, was $61.4 million and $53.7 million at December 31, 2014 and 2013, respectively. | |||||||||||
Labor Agreements | |||||||||||
The Company is required to have agreements with the horsemen at the majority of its racetracks to conduct its live racing and/or simulcasting activities. In addition, in order to operate gaming machines and table games in West Virginia, the Company must maintain agreements with each of the Charles Town horsemen, pari-mutuel clerks and breeders. | |||||||||||
At Hollywood Casino at Charles Town Races, the Company has an agreement with the Charles Town Horsemen's Benevolent and Protective Association that expired on December 31, 2013 and has been extended on a month-to-month basis while negotiations are in progress. Hollywood Casino at Charles Town Races also has an agreement with the breeders that expires on June 30, 2015. Additionally, the pari-mutuel clerks at Charles Town are represented under a collective bargaining agreement with the West Virginia Union of Mutuel Clerks, which expired on December 31, 2010 and has been extended on a month-to-month basis while negotiations are in process. | |||||||||||
The Company's agreement with the Pennsylvania Horsemen's Benevolent and Protective Association at Hollywood Casino at Penn National Race Course expires on January 31, 2016. The Company had a collective bargaining agreement with Local 137 of the Sports Arena Employees at Penn National Race Course with respect to on-track pari-mutuel clerks and admissions personnel which expired on December 31, 2011. In August 2012, Local 137 of the Sports Arena Employees announced that they entered into a "voluntary supervision" agreement with their international union, Laborers' International Union of North America ("LIUNA") Local 108. In February 2014, a new agreement with LIUNA Local 108 for on-track and OTWs bargaining units was ratified for three years. | |||||||||||
The Company's agreement with the Maine Harness Horsemen Association at Bangor Raceway continues through the conclusion of the 2015 racing season. | |||||||||||
In March of 2014, Hollywood Gaming at Mahoning Valley Race Course entered into an agreement with the Ohio Horsemen's Benevolent and Protective Association. The term is for a period of ten years from the September 2014 commencement of video lottery terminal operations at that facility. | |||||||||||
The Company's agreement with the Ohio Harness Horsemen's Association for racing at Hollywood Gaming at Dayton Raceway expired on December 31, 2014 but is still in effect pending the ongoing negotiations of a successor agreement. | |||||||||||
Rosecroft Raceway entered into agreements with the Cloverleaf Standardbred Owners Association ("CSOA") and Maryland Standardbred Breeder's Association ("MSBA") as of July 5, 2011. CSOA's agreement has been extended through December 31, 2020 with certain termination provisions. The MSBA agreement has been extended through December 31, 2020. Additionally, Rosecroft Raceway has entered into agreements with the United Food and Commercial Workers Union ("UFCW") Local 27 and the Seafarers Entertainment and Allied Trade Union ("SEATU") for certain bargaining positions at the racetrack. The UFCW Local 27 agreement was ratified on December 13, 2014 and expires on November 30, 2019. The SEATU agreement expires on November 30, 2020. | |||||||||||
Across certain of the Company's properties, SEATU represents approximately 1,280 of the Company's employees under agreements that expire at various times between November 2015 and May 2022. At Hollywood Casino Lawrenceburg and Argosy Casino Riverside, the SEATU agreements expired in June 2014 and October 2013, respectively, and both have been extended on a monthly basis while negotiations are in process. At Hollywood Casino Joliet, the Hotel Employees and Restaurant Employees Union Local 1 represents approximately 191 employees under a collective bargaining agreement which expires on March 31, 2015. At Hollywood Casino Columbus and Hollywood Casino Toledo, a council comprised of the United Auto Workers and the United Steel Workers represents approximately 1,321 employees under a collective bargaining agreement which ends on November 15, 2019. In addition, at some of the Company's properties, the Security Police and Fire Professionals of America, the International Brotherhood of Electronic Workers Locals 176 and 649, the LIUNA Public Serviced Employees Local 1290PE, and the United Industrial, Service, Transportation, Professional and Government Workers of North America represent certain of the Company's employees under collective bargaining agreements that expire at various times between June 2015 and September 2025. None of these additional unions represent more than 85 of the Company's employees. | |||||||||||
If the Company fails to maintain operative agreements with the horsemen at a track, it will not be permitted to conduct live racing and export and import simulcasting at that track and OTWs and, in West Virginia, the Company will not be permitted to operate its gaming machines and table games unless the state intervenes or changes the statute. In addition, the Company's simulcasting agreements are subject to the horsemen's approval. If the Company fails to renew or modify existing agreements on satisfactory terms, this failure could have a material adverse effect on its business, financial condition and results of operations. Except for the closure of the facilities at Penn National Race Course and its OTWs from February 16, 1999 to March 24, 1999 due to a horsemen's strike, and a few days at other times and locations, the Company has been able to maintain the necessary agreements. There can be no assurance that the Company will be able to maintain the required agreements. | |||||||||||
Income_Taxes
Income Taxes | 12 Months Ended | ||||||||||
Dec. 31, 2014 | |||||||||||
Income Taxes | |||||||||||
Income Taxes | 13. Income Taxes | ||||||||||
The following table summarizes the tax effects of temporary differences between the financial statement carrying value of assets and liabilities and their respective tax basis, which are recorded at the prevailing enacted tax rate that will be in effect when these differences are settled or realized. These temporary differences result in taxable or deductible amounts in future years. The Company has concluded with a more-likely-than-not level of assurance that the results of future operations will generate sufficient taxable income to realize in totality the deferred tax assets, net of valuation allowances. The Company's conclusion was based on consideration of taxable income before taxes generated in 2012 through 2014, as well as, future reversals of existing deductible temporary differences and projections of future income before taxes. | |||||||||||
The components of the Company's deferred tax assets and liabilities are as follows: | |||||||||||
Year ended December 31, | 2014 | 2013 | |||||||||
(in thousands) | |||||||||||
Deferred tax assets: | |||||||||||
Stock-based compensation expense | $ | 44,607 | $ | 51,045 | |||||||
Accrued expenses | 57,785 | 57,387 | |||||||||
Intangibles | 142,591 | 43,204 | |||||||||
Deferred tax assets resulting from unrecognized tax benefits | 11,365 | 10,817 | |||||||||
Net operating losses | 11,941 | 4,690 | |||||||||
Accumulated other comprehensive loss | 592 | 1,863 | |||||||||
| | | | | | | | ||||
Gross deferred tax assets | 268,881 | 169,006 | |||||||||
Less valuation allowance | (6,851 | ) | (3,664 | ) | |||||||
| | | | | | | | ||||
Net deferred tax assets | 262,030 | 165,342 | |||||||||
| | | | | | | | ||||
Deferred tax liabilities: | |||||||||||
Property, plant and equipment | (123,108 | ) | (102,379 | ) | |||||||
Investments in unconsolidated affiliates | (4,276 | ) | (5,782 | ) | |||||||
| | | | | | | | ||||
Net deferred tax liabilities | (127,384 | ) | (108,161 | ) | |||||||
| | | | | | | | ||||
Net: | $ | 134,646 | $ | 57,181 | |||||||
| | | | | | | | ||||
| | | | | | | | ||||
Reflected on consolidated balance sheets: | |||||||||||
Current deferred tax assets, net | $ | 55,579 | $ | 71,093 | |||||||
Noncurrent deferred tax assets (liabilities), net | 79,067 | (13,912 | ) | ||||||||
| | | | | | | | ||||
Net deferred taxes | $ | 134,646 | $ | 57,181 | |||||||
| | | | | | | | ||||
| | | | | | | | ||||
The realizability of the net deferred tax assets is evaluated quarterly by assessing the need for a valuation allowance and by adjusting the amount of the allowance, if necessary. The Company gives appropriate consideration to all available positive and negative evidence including projected future taxable income and available tax planning strategies that could be implemented to realize the net deferred tax assets. The evaluation of both positive and negative evidence is a requirement pursuant to ASC 740 in determining the net deferred tax assets will be realized. In the event the Company determines that the deferred income tax assets would be realized in the future in excess of their net recorded amount, an adjustment to the valuation allowance would be recorded, which would reduce the provision for income taxes. | |||||||||||
For income tax reporting, the Company has gross state net operating loss carry-forwards aggregating approximately $184.6 million available to reduce future state income taxes, primarily for the Commonwealth of Pennsylvania and the States of Missouri, New Mexico and Ohio as of December 31, 2014. The tax benefit associated with these net operating loss carry-forwards is approximately $9.6 million. Due to statutorily limited operating loss carry-forwards and income and loss projections in the applicable jurisdictions, a $4.5 million valuation allowance has been recorded to reflect the net operating losses which are not presently expected to be realized. If not used, substantially all the carry-forwards will expire at various dates from December 31, 2015 to December 31, 2034. | |||||||||||
Additionally, the Company has a valuation allowance in the amount of $2.4 million for federal capital losses that will expire if not used via the realization of capital gains by December 31, 2033. Overall the Company's valuation allowance at December 31, 2014 increased from December 31, 2013 by a net amount of $3.2 million primarily due to the duration of statutorily limited operating loss carry-forward periods. | |||||||||||
In addition, certain subsidiaries have accumulated gross state net operating loss carry-forwards aggregating approximately $916.6 million for which no benefit has been recorded as they are attributable to uncertain tax positions. The unrecognized tax benefits as of December 31, 2014 attributable to these net operating losses was approximately $55.7 million. Due to the uncertain tax position, these net operating losses are not included as components of deferred tax assets as of December 31, 2014. In the event of any benefit from realization of these net operating losses, $11.5 million would be treated as an increase to equity, and the remainder would be treated as a reduction of tax expense. If not used, substantially all the carry-forwards will expire at various dates from December 31, 2015 to December 31, 2034. | |||||||||||
As discussed in Note 9, in the fourth quarter of 2014, the Company incurred pre-tax goodwill and other intangible asset impairment charges of $316.5 million and incurred significant impairment charges in the fourth quarter of 2013 due to the Spin-Off. This caused the Company to be in a cumulative three year pre-tax loss position. The Company considered this cumulative loss for book purposes and concluded that its deferred tax assets, net of valuation allowance were more-likely-than-not to be realizable due to the fact that these non-tax deductible impairment charges are not anticipated to impact future earning levels to a point that would call into question the realizability of the Company's deferred tax assets. | |||||||||||
The provision for income taxes charged to operations for the years ended December 31, 2014, 2013 and 2012 was as follows: | |||||||||||
Year ended December 31, | 2014 | 2013 | 2012 | ||||||||
(in thousands) | |||||||||||
Current tax expense (benefit) | |||||||||||
Federal | $ | 17,413 | $ | 96,537 | $ | 96,490 | |||||
State | 8,764 | 2,200 | 14,448 | ||||||||
Foreign | 7,515 | 4,708 | (3,366 | ) | |||||||
| | | | | | | | | | | |
Total current | 33,692 | 103,445 | 107,572 | ||||||||
| | | | | | | | | | | |
Deferred tax (benefit) expense | |||||||||||
Federal | (56,125 | ) | (207,337 | ) | 44,874 | ||||||
State | (16,153 | ) | (17,646 | ) | 109 | ||||||
| | | | | | | | | | | |
Total deferred | (72,278 | ) | (224,983 | ) | 44,983 | ||||||
| | | | | | | | | | | |
Total income tax (benefit) provision | $ | (38,586 | ) | $ | (121,538 | ) | $ | 152,555 | |||
| | | | | | | | | | | |
| | | | | | | | | | | |
The following table reconciles the statutory federal income tax rate to the actual effective income tax rate for 2014, 2013 and 2012: | |||||||||||
Year ended December 31, | 2014 | 2013 | 2012 | ||||||||
Percent of pretax (loss) income | |||||||||||
Federal taxes | 35.0 | % | 35.0 | % | 35.0 | % | |||||
State and local income taxes | 0.8 | % | 1.1 | % | 1.4 | % | |||||
Permanent differences | (20.9 | )% | (22.7 | )% | 5.3 | % | |||||
Foreign | (1.6 | )% | (0.1 | )% | 0.2 | % | |||||
Other miscellaneous items | 0.9 | % | 0.0 | % | (0.1 | )% | |||||
| | | | | | | | | | | |
14.2 | % | 13.3 | % | 41.8 | % | ||||||
| | | | | | | | | | | |
| | | | | | | | | | | |
Year ended December 31, | 2014 | 2013 | 2012 | ||||||||
(in thousands) | |||||||||||
Amount based upon pretax (loss) income | |||||||||||
Federal taxes | $ | (95,123 | ) | $ | (320,557 | ) | $ | 127,584 | |||
State and local income taxes | (2,288 | ) | (9,677 | ) | 5,044 | ||||||
Permanent differences | 56,886 | 207,928 | 19,223 | ||||||||
Foreign | 4,356 | 1,200 | 886 | ||||||||
Other miscellaneous items | (2,417 | ) | (432 | ) | (182 | ) | |||||
| | | | | | | | | | | |
$ | (38,586 | ) | $ | (121,538 | ) | $ | 152,555 | ||||
| | | | | | | | | | | |
| | | | | | | | | | | |
A reconciliation of the beginning and ending amount for the liability for unrecognized tax benefits is as follows: | |||||||||||
Noncurrent | |||||||||||
tax liabilities | |||||||||||
(in thousands) | |||||||||||
Balance at December 31, 2012 | $ | 20,393 | |||||||||
Additions based on current year positions | 5,875 | ||||||||||
Additions based on prior year positions | 1,056 | ||||||||||
Decreases due to settlements and/or reduction in reserves | (5,536 | ) | |||||||||
Currency translation adjustments | (1,822 | ) | |||||||||
| | | | | |||||||
Balance at December 31, 2013 | 19,966 | ||||||||||
Additions based on current year positions | 6,016 | ||||||||||
Additions based on prior year positions | 5,202 | ||||||||||
Payments made on account | (12,131 | ) | |||||||||
Decreases due to settlements and/or reduction in reserves | (8,385 | ) | |||||||||
Currency translation adjustments | (2,480 | ) | |||||||||
| | | | | |||||||
Balance at December 31, 2014 | $ | 8,188 | |||||||||
| | | | | |||||||
| | | | | |||||||
The Company is required under ASC 740 to disclose its accounting policy for classifying interest and penalties, the amount of interest and penalties charged to expense each period, as well as the cumulative amounts recorded in the consolidated balance sheets. The Company will continue to classify any income tax-related penalties and interest accrued related to unrecognized tax benefits in taxes on income within the consolidated statements of operations. | |||||||||||
During the year ended December 31, 2014, the Company recorded $6.0 million of tax reserves and accrued interest related to current year uncertain tax positions. In regards to prior year tax positions, the Company recorded $5.2 million of tax reserves and accrued interest and reversed $8.0 million and $0.4 million of previously recorded tax reserves and accrued interest, respectively, for uncertain tax positions that have settled and/or closed. Overall, the Company recorded a net tax expense of $2.3 million in connection with its uncertain tax positions for the year ended December 31, 2014. | |||||||||||
Included in the liability for unrecognized tax benefits at December 31, 2014 and 2013 were $11.5 million and $21.3 million, respectively, of tax positions that, if reversed, would affect the effective tax rate. | |||||||||||
Included in the liability for unrecognized tax benefits at December 31, 2014 and 2013 were $2.5 million and $1.8 million of currency translation gains for foreign currency tax positions, respectively. | |||||||||||
During the years ended December 31, 2014 and 2013, the Company recognized approximately $1.2 million and $0.7 million, respectively, of interest and penalties, net of deferred taxes. In addition, due to settlements and/or reductions in previously recorded liabilities, the Company had reductions in previously accrued interest and penalties of $0.3 million, net of deferred taxes. These accruals are included in noncurrent tax liabilities and prepaid expenses within the consolidated balance sheets at December 31, 2014 and 2013, respectively. | |||||||||||
The Company is currently in various stages of the examination process in connection with its open audits. Generally, it is difficult to determine when these examinations will be closed, but the Company reasonably expects that its ASC 740 liabilities will not significantly change over the next twelve months. | |||||||||||
As of December 31, 2014, the Company is subject to U.S. federal income tax examinations for the tax years 2011, 2012, and 2013. In addition, the Company is subject to state and local income tax examinations for various tax years in the taxing jurisdictions in which the Company operates. | |||||||||||
At December 31, 2014 and 2013, prepaid expenses within the consolidated balance sheets included prepaid income taxes of $32.3 million and $39.4 million, respectively. | |||||||||||
Shareholders_Equity
Shareholders' Equity | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Shareholders' Equity | ||||||||
Shareholders' Equity | 14. Shareholders' Equity | |||||||
Preferred Equity Investment | ||||||||
On June 15, 2007, the Company announced that it had entered into a merger agreement that, at the effective time of the transactions contemplated thereby, would have resulted in the Company's shareholders receiving $67.00 per share. Specifically, the Company, PNG Acquisition Company Inc. ("Parent") and PNG Merger Sub Inc., a wholly-owned subsidiary of Parent ("Merger Sub"), announced that they had entered into an Agreement and Plan of Merger, dated as of June 15, 2007 (the "Merger Agreement"), that provided, among other things, for Merger Sub to be merged with and into the Company, as a result of which the Company would have continued as the surviving corporation and would have become a wholly-owned subsidiary of Parent. Parent is indirectly owned by certain funds managed by affiliates of Fortress Investment Group LLC ("Fortress") and Centerbridge Partners, L.P. ("Centerbridge"). | ||||||||
On July 3, 2008, the Company entered into an agreement with certain affiliates of Fortress and Centerbridge, terminating the Merger Agreement. In connection with the termination of the Merger Agreement, the Company agreed to receive a total of $1.475 billion, consisting of a nonrefundable $225 million cash termination fee and a $1.25 billion, zero coupon, preferred equity investment (the "Investment"). On October 30, 2008, the Company closed the sale of the Investment and issued 12,500 shares of the Series B Preferred Stock. During the year ended December 31, 2010, the Company repurchased 225 shares of Series B Preferred Stock for $11.2 million. | ||||||||
As part of the Spin-Off described further in Note 2, the Company entered into an agreement (the "Exchange Agreement") with FIF V PFD LLC, an affiliate of Fortress, providing for the exchange of shares of the Company's Series B Preferred Stock for shares of a new class of preferred stock, Series C Preferred Stock, in contemplation of the Spin-Off. | ||||||||
The Exchange Agreement provided Fortress with the right to exchange its 9,750 shares of Series B Preferred Stock for fractional shares of Series C Preferred Stock at an exchange ratio that treated each such fractional share (and therefore each share of common stock into which such fractional share was convertible) as worth $67 per share, which was the "ceiling price" at which the shares of Series B Preferred Stock were redeemable by the Company at maturity. Any shares of Series B Preferred Stock that were not exchanged for shares of Series C Preferred Stock prior to the second business day before October 16, 2013, the record date established for the distribution of GLPI common stock in the Spin-Off, was automatically exchanged for shares of Series C Preferred Stock on such date. Subsequently, the Company had the right to purchase from Fortress, prior to the record date for the Spin-Off, a number of shares of Series C Preferred Stock, at a price of $67 per fractional share of Series C Preferred Stock, such that, immediately following the consummation of the Spin-Off, Fortress would not own more than 9.9% of GLPI's common stock. | ||||||||
On October 11, 2013, the Company completed its exchange and repurchase transactions with Fortress and repurchased all of the 2,300 shares of Series B Preferred Stock held by Centerbridge at par. Additionally, in February 2013, the Company repurchased 225 shares of Series B Preferred Stock from WF Investment Holdings, LLC at a slight discount to par. In these transactions, the Company paid a total of $649.5 million, which was primarily funded by borrowings under the revolving credit facility, to the affiliates of Fortress, Centerbridge and WF Investment Holdings, LLC, and issued to the affiliate of Fortress 8,624 shares of non-voting Series C Preferred Stock in order to redeem all of the previously outstanding shares of Series B Preferred Stock. As a result of these transactions, there are currently no outstanding shares of Series B Preferred Stock and Fortress holds 8,624 shares of Series C Preferred Stock. | ||||||||
Under the terms of the Statement with Respect to Shares of Series C Convertible Preferred Stock of the Company (the "Series C Designation"), the Series C Preferred Stock is nonvoting stock, provided, however, that the Series C Designation cannot be altered or amended so as to adversely affect any right or privilege held by the holders of Series C shares without the consent of a majority of the shares of Series C then outstanding. Holders of Series C shares will participate in dividends paid to the holders of common stock of the Company on an as-converted basis. Each share of Series C will automatically convert into 1,000 shares of common stock upon sale to a third party not affiliated with the original holder. | ||||||||
The following table below discloses the changes in each class of the Company's preferred stock for the year ended December 31, 2013. No changes in the Company's preferred stock occurred in the years ended December 31, 2014 and 2012. | ||||||||
Series B | Series C | |||||||
Preferred Stock | Preferred Stock | |||||||
Shares outstanding at December 31, 2012 | 12,275 | — | ||||||
Repurchase of Series B Preferred Stock | (6,498 | ) | — | |||||
Impact of exchange transaction | (5,777 | ) | 8,624 | |||||
| | | | | | | | |
Shares outstanding at December 31, 2013 | — | 8,624 | ||||||
| | | | | | | | |
| | | | | | | | |
Impact of Spin-Off | ||||||||
See Note 2 for details of net assets contributed to GLPI in connection with the Spin-Off, which occurred on November 1, 2013, as well as the exchange transaction with Peter M. Carlino and the PMC Delaware Dynasty Trust. | ||||||||
StockBased_Compensation
Stock-Based Compensation | 12 Months Ended | |||||||||||||
Dec. 31, 2014 | ||||||||||||||
Stock-Based Compensation | ||||||||||||||
Stock-Based Compensation | 15. Stock-Based Compensation | |||||||||||||
On April 16, 2003, the Company's Board of Directors adopted and approved the 2003 Long Term Incentive Compensation Plan (the "2003 Plan"). On May 22, 2003, the Company's shareholders approved the 2003 Plan. The 2003 Plan was effective June 1, 2003 and permitted the grant of options to purchase common stock and other market-based and performance-based awards. Up to 12,000,000 shares of common stock were available for awards under the 2003 Plan. The 2003 Plan provided for the granting of both incentive stock options intended to qualify under Section 422 of the Internal Revenue Code of 1986, as amended, and nonqualified stock options, which do not so qualify. The exercise price per share may be no less than (i) 100% of the fair market value of the common stock on the date an option is granted for incentive stock options and (ii) 85% of the fair market value of the common stock on the date an option is granted for nonqualified stock options. However the shares which remained available for issuance under such plan as of November 12, 2008 are no longer available for issuance and all future equity awards will be pursuant to the 2008 Long Term Incentive Compensation Plan (the "2008 Plan") described below. | ||||||||||||||
On August 20, 2008, the Company's Board of Directors adopted and approved the 2008 Plan. On November 12, 2008, the Company's shareholders approved the 2008 Plan. The 2008 Plan permits the Company to issue stock options (incentive and/or non-qualified), stock appreciation rights, restricted stock, phantom stock units and other equity and cash awards to employees. Non- employee directors are eligible to receive all such awards, other than incentive stock options. On June 9, 2011, the Company's shareholders approved an amendment to the 2008 Plan to increase the aggregate number of shares of common stock that may be issued by 2,350,000 to 9,250,000. Awards of stock options and stock appreciation rights will be counted against the 9,250,000 limit as one share of common stock for each share granted. However, each share awarded in the form of restricted stock, or any other full value stock award, will be counted as issuing 2.44 shares of common stock for purposes of determining the number of shares available for issuance under the plan. Any awards that are not settled in shares of common stock shall not count against this limit. At December 31, 2014, there were 7,262,415 options available for future grants under the 2008 Plan. | ||||||||||||||
In connection with the Spin-Off of GLPI, the Company's employee stock options and cash-settled stock appreciation rights ("SARs") were converted into two awards, an award in Penn with an adjusted exercise price and an award in GLPI. The number of options and SARs and the exercise price of each converted award were adjusted to preserve the same intrinsic value of the awards that existed immediately prior to the Spin-Off. As such, no incremental compensation expense was recorded as a result of this conversion. In addition, holders of outstanding restricted stock awards and cash-settled phantom stock unit awards ("PSUs") received an additional share of restricted stock or PSUs in GLPI common stock at the Spin-Off so that the intrinsic value of these awards were equivalent to those that existed immediately prior to the Spin-Off. The unrecognized compensation costs associated with GLPI restricted stock awards, GLPI PSUs, GLPI stock options and GLPI SARs held by Penn employees will continue to be recognized on the Company's financial statements over the awards remaining vesting periods. | ||||||||||||||
The unrecognized compensation costs associated with GLPI restricted stock awards, GLPI PSUs, GLPI stock options and GLPI SARs held by former Penn employees (including but not limited to the Company's former Chief Executive Officer, Chief Financial Officer, and Senior Vice President of Corporate Development) who are now employed by GLPI effective November 1, 2013, will be recorded on GLPI's financial statements. | ||||||||||||||
Stock options that expire between April 18, 2015 and February 24, 2021, have been granted to officers, directors, employees, and predecessor employees to purchase common stock at prices ranging from $4.39 to $14.41 per share. All options were granted at the fair market value of the common stock on the date the options were granted and have contractual lives ranging from 5 to 10 years. The Company issues new authorized common shares to satisfy stock option exercises as well as restricted stock lapses. | ||||||||||||||
The following table contains information on stock options issued under the plans for the year ended December 31, 2014: | ||||||||||||||
Number of | Weighted-Average | Weighted- | Aggregate | |||||||||||
Option Shares | Exercise Price | Average | Intrinsic Value | |||||||||||
Remaining | (in thousands) | |||||||||||||
Contractual | ||||||||||||||
Term (in years) | ||||||||||||||
Outstanding at December 31, 2013 | 7,316,713 | $ | 7.51 | |||||||||||
Granted | 916,522 | 11.61 | ||||||||||||
Exercised | (1,468,863 | ) | 7.18 | |||||||||||
Canceled | (130,750 | ) | 11.97 | |||||||||||
| | | | | | | | | | | | | | |
Outstanding at December 31, 2014 | 6,633,622 | $ | 8.12 | 3.06 | $ | 36,612 | ||||||||
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
The weighted-average grant-date fair value of options granted during the years ended December 31, 2014 and 2012 were $4.95 and $17.19, respectively. No option grants were awarded in 2013 as the Company chose to grant restricted stock awards instead. | ||||||||||||||
The aggregate intrinsic value of stock options exercised during the years ended December 31, 2014, 2013, and 2012 was $8.2 million, $46.0 million, and $23.2 million, respectively. | ||||||||||||||
At December 31, 2014, there were 4,875,757 shares that were exercisable, with a weighted-average exercise price of $7.37, a weighted-average remaining contractual term of 2.36 years, and an aggregate intrinsic value of $30.6 million. | ||||||||||||||
The following table summarizes information about stock options outstanding at December 31, 2014: | ||||||||||||||
Exercise Price Range | Total | |||||||||||||
$4.39 to | $6.64 to | $10.08 to | $4.39 to | |||||||||||
$6.59 | $10.05 | $14.41 | $14.41 | |||||||||||
Outstanding options | ||||||||||||||
Number outstanding | 1,580,299 | 4,082,301 | 971,022 | 6,633,622 | ||||||||||
Weighted-average remaining contractual life (years) | 1.58 | 2.93 | 5.97 | 3.06 | ||||||||||
Weighted-average exercise price | $ | 5.76 | $ | 8.20 | $ | 11.63 | $ | 8.12 | ||||||
Exercisable options | ||||||||||||||
Number outstanding | 1,580,299 | 3,248,458 | 47,000 | 4,875,757 | ||||||||||
Weighted-average exercise price | $ | 5.76 | $ | 8.08 | $ | 12.17 | $ | 7.37 | ||||||
The following table contains information on restricted stock awards issued under the plans for the year ended December 31, 2014: | ||||||||||||||
Number of Award | ||||||||||||||
Shares | ||||||||||||||
Outstanding at December 31, 2013 | 291,811 | |||||||||||||
Awarded | — | |||||||||||||
Released | (126,292 | ) | ||||||||||||
Canceled | (33,022 | ) | ||||||||||||
| | | | | ||||||||||
Outstanding at December 31, 2014 | 132,497 | |||||||||||||
| | | | | ||||||||||
| | | | | ||||||||||
Stock-based compensation expenses for the years ended December 31, 2014, 2013 and 2012 totaled $10.7 million, $22.8 million and $28.6 million, respectively, and are included within the consolidated statements of operations under general and administrative expense. The decrease for the year ended December 31, 2014, as compared to the corresponding period in the prior year, is primarily due to the fact that certain members of Penn's executive management team transferred their employment to GLPI following the Spin-Off as well as lower aggregate executive compensation following the Spin-Off. | ||||||||||||||
At December 31, 2014 and 2013, the total compensation cost related to nonvested awards not yet recognized equaled $10.9 million and $20.0 million, respectively, including $7.3 million and $13.2 million for stock options, respectively, and $3.6 million and $6.8 million for restricted stock, respectively. This cost is expected to be recognized over the remaining vesting periods, which will not exceed five years. | ||||||||||||||
The Company's PSUs, which vest over a period of three to five years, entitle employees and directors to receive cash based on the fair value of the Company's common stock on the vesting date. The PSUs are accounted for as liability awards and are re-measured at fair value each reporting period until they become vested with compensation expense being recognized over the requisite service period in accordance with ASC 718-30, "Compensation—Stock Compensation, Awards Classified as Liabilities." The Company has a liability, which is included in accrued salaries and wages within the consolidated balance sheets, associated with its PSUs of $8.2 million and $6.8 million at December 31, 2014 and 2013, respectively. | ||||||||||||||
For PSUs held by Penn employees, there was $25.4 million of total unrecognized compensation cost at December 31, 2014 that will be recognized over the grants remaining weighted average vesting period of 2.42 years. For the years ended December 31, 2014, 2013 and 2012, the Company recognized $8.3 million, $11.9 million, and $5.9 million of compensation expense associated with these awards, respectively. Amounts paid by the Company for the years ended December 31, 2014, 2013, and 2012 on these cash-settled awards totaled $6.9 million, $6.6 million, and $2.6 million, respectively. | ||||||||||||||
For the Company's SARs, the fair value of the SARs is calculated during each reporting period and estimated using the Black-Scholes option pricing model based on the various inputs discussed in Note 4. The Company's SARs, which vest over a period of four years, are accounted for as liability awards since they will be settled in cash. The Company has a liability, which is included in accrued salaries and wages within the consolidated balance sheets, associated with its SARs of $6.3 million and $11.4 million at December 31, 2014 and 2013, respectively. | ||||||||||||||
For SARs held by Penn employees, there was $5.7 million of total unrecognized compensation cost at December 31, 2014 that will be recognized over the awards remaining weighted average vesting period of 2.82 years. For the year ended December 31, 2014, the Company recognized a $2.9 million compensation benefit associated with these awards. For the years ended December 31, 2013 and 2012, the Company recognized $7.5 million and $4.4 million, respectively, of compensation expense associated with these awards. The reason for these declines was due to a drop in the stock prices of GLPI and Penn common stock during 2014. Amounts paid by the Company for the years ended December 31, 2014, 2013 and 2012 on these cash-settled awards totaled $2.2 million, $1.7 million and $0.2 million, respectively. | ||||||||||||||
Segment_Information
Segment Information | 12 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
Segment Information | |||||||||||||||||
Segment Information | 16. Segment Information | ||||||||||||||||
The following tables present certain information with respect to the Company's segments. Intersegment revenues between the Company's segments were not material in any of the periods presented below. | |||||||||||||||||
East/Midwest | West | Southern Plains | Other | Total | |||||||||||||
(in thousands) | |||||||||||||||||
Year ended December 31, 2014 | |||||||||||||||||
Net revenues | $ | 1,467,380 | $ | 241,410 | $ | 857,447 | $ | 24,290 | $ | 2,590,527 | |||||||
Income (loss) from operations | 58,042 | 24,791 | (235,332 | ) | (87,923 | ) | (240,422 | ) | |||||||||
Depreciation and amortization | 105,552 | 7,725 | 58,597 | 7,107 | 178,981 | ||||||||||||
Impairment losses | 4,560 | 1,420 | 315,109 | — | 321,089 | ||||||||||||
Income (loss) from unconsolidated affiliates | — | — | 10,720 | (2,771 | ) | 7,949 | |||||||||||
Capital expenditures | 144,320 | 28,251 | 49,607 | 5,967 | 228,145 | ||||||||||||
Year ended December 31, 2013 | |||||||||||||||||
Net revenues | $ | 1,652,585 | $ | 240,083 | $ | 994,097 | $ | 31,989 | $ | 2,918,754 | |||||||
(Loss) income from operations | (102,192 | ) | 42,420 | (514,063 | ) | (198,137 | ) | (771,972 | ) | ||||||||
Depreciation and amortization | 148,697 | 11,883 | 113,838 | 23,908 | 298,326 | ||||||||||||
Impairment losses | 429,567 | — | 664,420 | 38,430 | 1,132,417 | ||||||||||||
Income (loss) from unconsolidated affiliates | — | — | 10,735 | (1,078 | ) | 9,657 | |||||||||||
Capital expenditures | 106,742 | 9,802 | 78,244 | 5,125 | 199,913 | ||||||||||||
Year ended December 31, 2012 | |||||||||||||||||
Net revenues | $ | 1,698,562 | $ | 252,182 | $ | 915,587 | $ | 33,134 | $ | 2,899,465 | |||||||
Income (loss) from operations | 384,028 | 47,050 | 199,164 | (187,653 | ) | 442,589 | |||||||||||
Depreciation and amortization | 135,470 | 12,850 | 82,465 | 14,563 | 245,348 | ||||||||||||
Income (loss) from unconsolidated affiliates | — | — | 5,210 | (1,406 | ) | 3,804 | |||||||||||
Capital expenditures | 407,046 | 11,294 | 49,067 | 5,578 | 472,985 | ||||||||||||
Balance sheet at December 31, 2014 | |||||||||||||||||
Total assets | 990,031 | 289,026 | 592,405 | 364,968 | 2,236,430 | ||||||||||||
Investment in and advances to unconsolidated affiliates | 94 | — | 115,469 | 63,988 | 179,551 | ||||||||||||
Goodwill and other intangible assets, net | 264,147 | 145,054 | 234,865 | 4,078 | 648,144 | ||||||||||||
Balance sheet at December 31, 2013 | |||||||||||||||||
Total assets | 590,606 | 212,098 | 945,472 | 435,815 | 2,183,991 | ||||||||||||
Investment in and advances to unconsolidated affiliates | 79 | — | 127,749 | 65,503 | 193,331 | ||||||||||||
Goodwill and other intangible assets, net | 120,458 | 146,012 | 566,016 | 19,560 | 852,046 | ||||||||||||
Summarized_Quarterly_Data_Unau
Summarized Quarterly Data (Unaudited) | 12 Months Ended | |||||||||||||
Dec. 31, 2014 | ||||||||||||||
Summarized Quarterly Data (Unaudited) | ||||||||||||||
Summarized Quarterly Data (Unaudited) | 17. Summarized Quarterly Data (Unaudited) | |||||||||||||
The following table summarizes the quarterly results of operations for the years ended December 31, 2014 and 2013: | ||||||||||||||
Fiscal Quarter | ||||||||||||||
First | Second | Third | Fourth | |||||||||||
(in thousands, except per share data) | ||||||||||||||
2014 | ||||||||||||||
Net revenues | $ | 641,080 | $ | 652,146 | $ | 645,940 | $ | 651,361 | ||||||
Income (loss) from operations | 18,051 | 23,382 | 22,831 | (304,686 | ) | |||||||||
Net income (loss) | 4,537 | 4,176 | 8,499 | (250,407 | ) | |||||||||
Earnings (loss) per common share: | ||||||||||||||
Basic earnings (loss) per common share | $ | 0.05 | $ | 0.05 | $ | 0.1 | $ | (3.18 | ) | |||||
Diluted earnings (loss) per common share | $ | 0.05 | $ | 0.05 | $ | 0.1 | $ | (3.18 | ) | |||||
2013 | ||||||||||||||
Net revenues | $ | 798,246 | $ | 761,371 | $ | 714,435 | $ | 644,702 | ||||||
Income (loss) from operations | 133,315 | 46,881 | 93,280 | (1,045,448 | ) | |||||||||
Net income (loss) | 65,271 | (12,180 | ) | 41,317 | (888,747 | ) | ||||||||
Earnings (loss) per common share: | ||||||||||||||
Basic earnings (loss) per common share | $ | 0.68 | $ | (0.16 | ) | $ | 0.43 | $ | (11.40 | ) | ||||
Diluted earnings (loss) per common share | $ | 0.63 | $ | (0.16 | ) | $ | 0.4 | $ | (11.40 | ) | ||||
During the fourth quarter of 2014, the Company recorded pre-tax goodwill and other intangible assets impairment charges of $316.5 million ($253.5 million, net of taxes), as it determined that a portion of the value of its goodwill and other intangible assets was impaired due to the Company's outlook of continued challenging regional gaming conditions which persisted in 2014 at certain properties in its Southern Plains segment, as well as for the write-off of a trademark intangible asset in the West segment. During the second quarter of 2014, the Company recorded a pre-tax impairment charge of $4.6 million ($2.8 million, net of taxes) to write-down certain idle assets to their estimated salvage value. | ||||||||||||||
During the first, second, third and fourth quarters of 2014, the Company paid rental expense related to the Master Lease, which became effective November 1, 2013, of $104.3 million, $104.6 million, $104.6 million and $107.8 million, respectively. | ||||||||||||||
During the fourth quarter of 2013, primarily as a result of the Spin-Off, the Company recorded pre-tax impairment charges of $1,058.4 million ($842.9 million, net of taxes), as it determined that a portion of the value of its goodwill and other intangible assets was impaired. In addition, in conjunction with the relocation of the Company's two racetracks in Ohio, the Company recorded a pre-tax impairment charge of $2.2 million ($1.4 million, net of taxes) during the fourth quarter of 2013 for the parcels of land that the racetracks resided on, as the land was reclassified as held for sale. Additionally, during the second quarter of 2013, as a result of a new gaming license being awarded for the development of a new casino in Sioux City, Iowa to another applicant in April 2013, the Company recorded a pre-tax impairment charge of $71.8 million ($70.5 million, net of taxes) for Argosy Casino Sioux City, as the Company determined that the fair value of its Sioux City reporting unit was less than its carrying amount based on the Company's analysis of the estimated future expected cash flows the Company anticipated receiving from the operations of the Sioux City facility. | ||||||||||||||
Results for the fourth quarter of 2013 only include results for one month for Hollywood Casino Baton Rouge and Hollywood Casino Perryville as they were contributed to GLPI on November 1, 2013. The Company paid rental expense related to the Master Lease of $69.5 million during this time period. | ||||||||||||||
During the first, second, third and fourth quarters of 2013, the Company incurred transaction costs of $2.3 million, $3.5 million, $8.9 million and $14.1 million, respectively, associated with the Spin-Off. | ||||||||||||||
During the fourth quarter of 2013, the Company recorded a loss on the early extinguishment of debt of $61.7 million in connection with the repayments of its previous indebtedness. | ||||||||||||||
Related_Party_Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2014 | |
Related Party Transactions | |
Related Party Transactions | 18. Related Party Transactions |
The Company currently leases executive office and warehouse space for buildings in Wyomissing, Pennsylvania from affiliates of its Chairman of the Board of Directors. Rent expense for the years ended December 31, 2014, 2013 and 2012 amounted to $1.1 million, $1.1 million, and $1.0 million, respectively. The leases for the office space all expire in May 2019, and the lease for the warehouse space is on a month-to-month basis. The future minimum lease commitments relating to these leases at December 31, 2014 are $5.2 million. | |
Fair_Value_Measurements
Fair Value Measurements | 12 Months Ended | ||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||
Fair Value Measurements | |||||||||||||||||||
Fair Value Measurements | 19. Fair Value Measurements | ||||||||||||||||||
ASC 820, "Fair Value Measurements and Disclosures," establishes a hierarchy that prioritizes fair value measurements based on the types of inputs used for the various valuation techniques (market approach, income approach, and cost approach). The levels of the hierarchy are described below: | |||||||||||||||||||
• | Level 1: Observable inputs such as quoted prices in active markets for identical assets or liabilities. | ||||||||||||||||||
• | Level 2: Inputs other than quoted prices that are observable for the asset or liability, either directly or indirectly; these include quoted prices for similar assets or liabilities in active markets, such as interest rates and yield curves that are observable at commonly quoted intervals. | ||||||||||||||||||
• | Level 3: Unobservable inputs that reflect the reporting entity's own assumptions, as there is little, if any, related market activity. | ||||||||||||||||||
The Company's assessment of the significance of a particular input to the fair value measurement requires judgment, and may affect the valuation of assets and liabilities and their placement within the fair value hierarchy. | |||||||||||||||||||
The following methods and assumptions are used to estimate the fair value of each class of financial instruments for which it is practicable to estimate: | |||||||||||||||||||
Cash and cash equivalents | |||||||||||||||||||
The fair value of the Company's cash and cash equivalents approximates the carrying value of the Company's cash and cash equivalents, due to the short maturity of the cash equivalents. | |||||||||||||||||||
Long-term debt | |||||||||||||||||||
The fair value of the Company's Term Loan A and B components of its senior secured credit facility and senior unsecured notes is estimated based on quoted prices in active markets and as such is a Level 1 measurement. The fair value of the remainder of the Company's senior secured credit facility approximates its carrying value as it is revolving, variable rate debt and as such is a Level 2 measurement (No balances were outstanding on the revolving credit facility at December 31, 2013). The fair value of the Company's contingent purchase price consideration related to its Plainridge Racecourse acquisition, which is classified in other long-term obligations, is estimated based on a discounted cash flow model (See Note 11) and as such is a Level 3 measurement. At each reporting period, the Company assesses the fair value of this obligation and changes in its value are recorded in earnings. The amount included in interest expense related to the change in fair value of this obligation was $0.7 million for the year ended December 31, 2014. The fair value of the Company's remaining other long-term obligations related to the relocation fees for Hollywood Gaming at Dayton Raceway and Hollywood Gaming at Mahoning Valley Race Course approximates its carrying value as the discount rate of 5.0% approximates the market rate of similar debt instruments and as such is a Level 2 measurement. | |||||||||||||||||||
The carrying amounts and estimated fair values by input level of the Company's financial instruments during the years ended December 31, 2014 and 2013 are as follows (in thousands): | |||||||||||||||||||
December 31, 2014 | |||||||||||||||||||
Carrying | Fair Value | Level 1 | Level 2 | Level 3 | |||||||||||||||
Amount | |||||||||||||||||||
Financial assets: | |||||||||||||||||||
Cash and cash equivalents | $ | 208,673 | $ | 208,673 | $ | 208,673 | $ | — | $ | — | |||||||||
Financial liabilities: | |||||||||||||||||||
Long-term debt | |||||||||||||||||||
Senior secured credit facility | 806,444 | 799,556 | 714,556 | 85,000 | — | ||||||||||||||
Senior unsecured notes | 300,000 | 276,000 | 276,000 | — | — | ||||||||||||||
Other long-term obligations | 154,189 | 154,189 | — | 135,000 | 19,189 | ||||||||||||||
December 31, 2013 | |||||||||||||||||||
Carrying | Fair Value | Level 1 | Level 2 | Level 3 | |||||||||||||||
Amount | |||||||||||||||||||
Financial assets: | |||||||||||||||||||
Cash and cash equivalents | $ | 292,995 | $ | 292,995 | $ | 292,995 | $ | — | $ | — | |||||||||
Financial liabilities: | |||||||||||||||||||
Long-term debt | |||||||||||||||||||
Senior secured credit facility | 748,777 | 748,150 | 748,150 | — | — | ||||||||||||||
Senior unsecured notes | 300,000 | 297,000 | 297,000 | — | — | ||||||||||||||
The following tables set forth the assets measured at fair value on a non-recurring basis during the years ended December 31, 2014 and 2013 (in thousands): | |||||||||||||||||||
Balance Sheet Location | Level 1 | Level 2 | Level 3 | Balance at | Total Reduction | ||||||||||||||
December 31, | in Fair Value | ||||||||||||||||||
2014 Total | Recorded during | ||||||||||||||||||
the year ended | |||||||||||||||||||
December 31, | |||||||||||||||||||
2014 | |||||||||||||||||||
Assets: | |||||||||||||||||||
Goodwill | Goodwill | $ | — | $ | — | $ | 32,122 | $ | 32,122 | $ | (212,193 | ) | |||||||
Intangible assets | Other intangible assets | — | — | 121,536 | 121,536 | (104,336 | ) | ||||||||||||
Long-lived assets | Other assets | — | — | 300 | 300 | (4,560 | ) | ||||||||||||
| | | | | | | | | | | | | | | | | | | |
$ | (321,089 | ) | |||||||||||||||||
| | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | |
Balance Sheet Location | Level 1 | Level 2 | Level 3 | Balance at | Total Reduction | ||||||||||||||
December 31, | in Fair Value | ||||||||||||||||||
2013 Total | Recorded during | ||||||||||||||||||
the year ended | |||||||||||||||||||
December 31, | |||||||||||||||||||
2013 | |||||||||||||||||||
Assets: | |||||||||||||||||||
Goodwill | Goodwill | $ | — | $ | — | $ | 136,975 | $ | 136,975 | $ | (807,464 | ) | |||||||
Intangible assets | Other intangible assets | — | — | 234,819 | 234,819 | (322,753 | ) | ||||||||||||
Long-lived assets | Other assets | — | 6,452 | — | 6,452 | (2,200 | ) | ||||||||||||
| | | | | | | | | | | | | | | | | | | |
$ | (1,132,417 | ) | |||||||||||||||||
| | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | |
Goodwill and intangible assets | |||||||||||||||||||
The valuation technique used to measure the fair value of goodwill and intangible assets was the income approach. See Note 4 for a description of the inputs and the information used to develop the inputs in calculating the fair value measurements of goodwill and indefinite-life intangible assets. | |||||||||||||||||||
For the year ended December 31, 2014, the Company recorded pre-tax goodwill and other intangible assets impairment charges of $212.2 million and $104.3 million, respectively, as it determined that a portion of the value of its goodwill and other intangible assets was impaired due to the Company's outlook of continued challenging regional gaming conditions at certain properties which persisted in 2014 in its Southern Plains segment, as well as for the write-off of a trademark intangible asset in the West segment. | |||||||||||||||||||
For the year ended December 31, 2013, primarily as a result the Spin-Off, the Company recorded pre-tax goodwill and other intangible assets impairment charges of $738.8 million and $319.6 million, respectively, as it determined that a portion of the value of its goodwill and other intangible assets was impaired. Additionally, as a result of a new gaming license being awarded for the development of a new casino in Sioux City, Iowa to another applicant in April 2013 (see Note 12 for further details), the Company recorded a pre-tax goodwill and other intangible asset impairment charge of $68.7 million and $3.1 million, respectively, for Argosy Casino Sioux City during the year ended December 31, 2013, as the Company determined that the fair value of its Sioux City reporting unit was less than its carrying amount based on the Company's analysis of the estimated future expected cash flows the Company anticipated receiving from the operations of the Sioux City facility. | |||||||||||||||||||
Long-lived assets | |||||||||||||||||||
The valuation technique used to measure the fair value of long-lived assets was the market approach. See Note 4 for a description of the inputs and the information used to develop the inputs in calculating the fair value measurements of long-lived assets. | |||||||||||||||||||
During the second quarter of 2014, the Company recorded a pre-tax impairment charge of $4.6 million to write-down certain idle assets to their estimated salvage value of $0.3 million. | |||||||||||||||||||
For the year ended December 31, 2013, in conjunction with the relocation of the Company's two racetracks in Ohio, the Company recorded a pre-tax impairment charge of $2.2 million for the parcels of land that the racetracks resided on, as the land was reclassified as held for sale. The fair value of the land was based on the expected proceeds to be received by the Company upon completion of the sale. | |||||||||||||||||||
Insurance_Recoveries_and_Deduc
Insurance Recoveries and Deductibles | 12 Months Ended |
Dec. 31, 2014 | |
Insurance Recoveries and Deductibles | |
Insurance Recoveries and Deductibles | 20. Insurance Recoveries and Deductibles |
Hollywood Casino St. Louis Tornado | |
On May 31, 2013, Hollywood Casino St. Louis sustained damage as a result of a tornado and was forced to close for approximately fourteen hours. At the time of the tornado, the Company carried property insurance coverage with a limit of $600 million for both property damage and business interruption applicable to this event. This coverage included a $2.5 million property damage deductible and two days of business interruption deductible for the peril of a tornado. | |
The Company received $8.7 million in insurance proceeds related to the tornado at Hollywood Casino St. Louis, with $5.7 million received in 2014 and $3.0 million received in 2013. As the insurance recovery amount exceeded the net book value of assets believed to be damaged or destroyed and other costs incurred as a result of the tornado at Hollywood Casino St. Louis in 2013, the Company recorded a pre-tax gain of $5.7 million during the year ended December 31, 2014. During the third quarter of 2014, the insurance claim for the tornado at Hollywood Casino St. Louis was settled and no further proceeds will be received. | |
During the year ended December 31, 2013, the Company recorded a $2.5 million pre-tax loss for the property damage insurance deductible, which was partially offset by a $2.4 million pre-tax gain recorded for proceeds received that exceeded the net book value of assets believed to be damaged or destroyed and other costs incurred as a result of the tornado at Hollywood Casino St. Louis. | |
Hollywood Casino Tunica Flood | |
On May 1, 2011, Hollywood Casino Tunica was forced to close as a result of flooding by the Mississippi River. Due to the flooding, access to the property was temporarily cut off and the property sustained minor damage. The property reopened on May 25, 2011. | |
At the time of the flood, the Company carried property insurance coverage with a flood limit of $300 million for both property damage and business interruption applicable to this event. This coverage included a $5 million property damage and two day business interruption deductible for the peril of flood. | |
The Company received $15.4 million in insurance proceeds related to the flood at Hollywood Casino Tunica, with $8.4 million received during the year ended December 31, 2012. As the insurance recovery amount exceeded the net book value of assets believed to be damaged and other costs incurred as a result of the flood in 2012, the Company recorded a pre-tax gain of $7.2 million during the year ended December 31, 2012. During the second quarter of 2012, the insurance claim for the flood at Hollywood Casino Tunica was settled and as such no further proceeds will be received. | |
Summary_of_Significant_Account1
Summary of Significant Accounting Policies (Policies) | 12 Months Ended | ||||||||||
Dec. 31, 2014 | |||||||||||
Summary of Significant Accounting Policies | |||||||||||
Cash and Cash Equivalents | Cash and Cash Equivalents | ||||||||||
The Company considers all cash balances and highly-liquid investments with original maturities of three months or less to be cash and cash equivalents. | |||||||||||
Concentration of Credit Risk | Concentration of Credit Risk | ||||||||||
Financial instruments that subject the Company to credit risk consist of cash and cash equivalents, corporate debt securities, and accounts receivable. | |||||||||||
The Company's policy is to limit the amount of credit exposure to any one financial institution, and place investments with financial institutions evaluated as being creditworthy, or in short-term money market and tax-free bond funds which are exposed to minimal interest rate and credit risk. The Company has bank deposits and overnight repurchase agreements that exceed federally-insured limits. | |||||||||||
Concentration of credit risk, with respect to casino receivables, is limited through the Company's credit evaluation process. The Company issues markers to approved casino customers only following credit checks and investigations of creditworthiness. Marker balances issued to approved casino customers were $4.9 million at December 31, 2014, compared to $4.3 million at December 31, 2013. | |||||||||||
The Company's receivables of $41.6 million and $52.5 million at December 31, 2014 and 2013, respectively, primarily consist of $4.6 million and $4.8 million, respectively, due from the West Virginia Lottery for gaming revenue settlements and capital reinvestment projects at Hollywood Casino at Charles Town Races, $6.8 million and $10.3 million, respectively, for reimbursement of expenses paid on behalf of Casino Rama, $2.9 million and $2.5 million, respectively, for racing settlements due from simulcasting at Hollywood Casino at Penn National Race Course, $2.9 million and $3.3 million, respectively, for reimbursement of payroll expenses paid on behalf of the Company's joint venture in Kansas, and markers issued to customers mentioned above. For 2013, receivables included $6.5 million of tax obligations that were reimbursed by GLPI in 2014. | |||||||||||
Accounts are written off when management determines that an account is uncollectible. Recoveries of accounts previously written off are recorded when received. An allowance for doubtful accounts is determined to reduce the Company's receivables to their carrying value, which approximates fair value. The allowance is estimated based on historical collection experience, specific review of individual customer accounts, and current economic and business conditions. Historically, the Company has not incurred any significant credit-related losses. | |||||||||||
Property and Equipment | Property and Equipment | ||||||||||
Property and equipment are stated at cost, less accumulated depreciation. Maintenance and repairs that neither add materially to the value of the asset nor appreciably prolong its useful life are charged to expense as incurred. Gains or losses on the disposal of property and equipment are included in the determination of income. | |||||||||||
Depreciation of property and equipment is recorded using the straight- line method over the following estimated useful lives: | |||||||||||
Land improvements | 15 years | ||||||||||
Building and improvements | 5 to 31 years | ||||||||||
Furniture, fixtures, and equipment | 3 to 31 years | ||||||||||
All construction costs funded by Penn considered to be an improvement to the real property assets leased from GLPI under the Master Lease are recorded as leasehold improvements. Leasehold improvements are depreciated over the shorter of the estimated useful life of the improvement or the related lease term. | |||||||||||
The estimated useful lives are determined based on the nature of the assets as well as the Company's current operating strategy. | |||||||||||
The Company reviews the carrying value of its property and equipment for possible impairment whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable based on undiscounted estimated future cash flows expected to result from its use and eventual disposition. The factors considered by the Company in performing this assessment include current operating results, trends and prospects, as well as the effect of obsolescence, demand, competition and other economic factors. For purposes of recognizing and measuring impairment in accordance with Financial Accounting Standards Board (the "FASB") Accounting Standards Codification ("ASC") 360, "Property, Plant, and Equipment," assets are grouped at the individual property level representing the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets. In assessing the recoverability of the carrying value of property and equipment, the Company must make assumptions regarding future cash flows and other factors. If these estimates or the related assumptions change in the future, the Company may be required to record an impairment loss for these assets. Such an impairment loss would be recognized as a non-cash component of operating income. | |||||||||||
Goodwill and Other Intangible Assets | Goodwill and Other Intangible Assets | ||||||||||
At December 31, 2014, the Company had $277.6 million in goodwill and $370.6 million in other intangible assets within its consolidated balance sheet, representing 12.4% and 16.6% of total assets, respectively, resulting from the Company's acquisition of other businesses and payment for gaming licenses. Two issues arise with respect to these assets that require significant management estimates and judgment: (i) the valuation in connection with the initial purchase price allocation; and (ii) the ongoing evaluation for impairment. | |||||||||||
In connection with the Company's acquisitions, valuations are completed to determine the allocation of the purchase prices. The factors considered in the valuations include data gathered as a result of the Company's due diligence in connection with the acquisitions, projections for future operations, and data obtained from third-party valuation specialists as deemed appropriate. Goodwill represents the future economic benefits of a business combination measured as the excess purchase price over the fair market value of net assets acquired. Goodwill is tested annually, or more frequently if indicators of impairment exist, in two steps. In step 1 of the impairment test, the current fair value of each reporting unit is estimated using a discounted cash flow model which is then compared to the carrying value of each reporting unit. If the carrying amount of a reporting unit exceeds its fair value in step 1 of the impairment test, then step 2 of the impairment test is performed to determine the implied fair value of goodwill for that reporting unit. If the implied fair value of goodwill is less than the goodwill allocated for that reporting unit, an impairment is recognized. | |||||||||||
In accordance with ASC 350, "Intangibles-Goodwill and Other," the Company considers its gaming licenses and other various intangible assets as indefinite-life intangible assets that do not require amortization based on the Company's future expectations to operate its gaming facilities indefinitely (notwithstanding the recent events in Iowa which the Company concluded was an isolated incident and the first time in the Company's history a gaming regulator has taken an action which could cause it to lose its gaming license) as well as its historical experience in renewing these intangible assets at minimal cost with various state commissions. Rather, these intangible assets are tested annually for impairment, or more frequently if indicators of impairment exist, by comparing the fair value of the recorded assets to their carrying amount. If the carrying amounts of the indefinite-life intangible assets exceed their fair value, an impairment loss is recognized. The Company completes its testing of its intangible assets prior to assessing the realizability of its goodwill. | |||||||||||
The Company assessed the fair value of its indefinite-life intangible assets (which are primarily gaming licenses) using the Greenfield Method under the income approach. The Greenfield Method estimates the fair value of the license using a discounted cash flow model assuming the Company built a casino with similar utility to that of the existing facility. The method assumes a theoretical start-up company going into business without any assets other than the intangible asset being valued. As such, the value of the license is a function of the following items: | |||||||||||
• | Projected revenues and operating cash flows (including an allocation of the Company's projected rental obligation to its reporting units); | ||||||||||
• | Theoretical construction costs and duration; | ||||||||||
• | Pre-opening expenses; | ||||||||||
• | Discounting that reflects the level of risk associated with receiving future cash flows attributable to the license; and | ||||||||||
• | Remaining useful life of the license. | ||||||||||
The evaluation of goodwill and indefinite-life intangible assets requires the use of estimates about future operating results of each reporting unit to determine the estimated fair value of the reporting unit and the indefinite-lived intangible assets. The Company must make various assumptions and estimates in performing its impairment testing. The implied fair value includes estimates of future cash flows (including an allocation of the Company's projected rental obligation to its reporting units) that are based on reasonable and supportable assumptions which represent the Company's best estimates of the cash flows expected to result from the use of the assets including their eventual disposition. Changes in estimates, increases in the Company's cost of capital, reductions in transaction multiples, changes in operating and capital expenditure assumptions or application of alternative assumptions and definitions could produce significantly different results. Future cash flow estimates are, by their nature, subjective and actual results may differ materially from the Company's estimates. If the Company's ongoing estimates of future cash flows are not met, the Company may have to record additional impairment charges in future accounting periods. The Company's estimates of cash flows are based on the current regulatory and economic climates, recent operating information and budgets of the various properties where it conducts operations. These estimates could be negatively impacted by changes in federal, state or local regulations, economic downturns, or other events affecting the Company's properties. | |||||||||||
Forecasted cash flows (based on the Company's annual operating plan as determined in the fourth quarter) can be significantly impacted by the local economy in which its reporting units operate. For example, increases in unemployment rates can result in decreased customer visitations and/or lower customer spend per visit. In addition, the impact of new legislation which approves gaming in nearby jurisdictions or further expands gaming in jurisdictions where the Company's reporting units currently operate can result in opportunities for the Company to expand its operations. However, it also has the impact of increasing competition for the Company's established properties which generally will have a negative effect on those locations' profitability once competitors become established as a certain level of cannibalization occurs absent an overall increase in customer visitations. Lastly, increases in gaming taxes approved by state regulatory bodies can negatively impact forecasted cash flows. | |||||||||||
Assumptions and estimates about future cash flow levels and multiples by individual reporting units are complex and subjective. They are sensitive to changes in underlying assumptions and can be affected by a variety of factors, including external factors, such as industry, geopolitical and economic trends, and internal factors, such as changes in the Company's business strategy, which may reallocate capital and resources to different or new opportunities which management believes will enhance its overall value but may be to the detriment of an individual reporting unit. | |||||||||||
Once an impairment of goodwill or other indefinite-life intangible assets has been recorded, it cannot be reversed. Because the Company's goodwill and indefinite-life intangible assets are not amortized, there may be volatility in reported income because impairment losses, if any, are likely to occur irregularly and in varying amounts. Intangible assets that have a definite-life are amortized on a straight-line basis over their estimated useful lives or related service contract. The Company reviews the carrying value of its intangible assets that have a definite-life for possible impairment whenever events or changes in circumstances indicate that their carrying value may not be recoverable. If the carrying amount of the intangible assets that have a definite-life exceed their fair value, an impairment loss is recognized. | |||||||||||
Debt Issuance Costs | Debt Issuance Costs | ||||||||||
Debt issuance costs that are incurred by the Company in connection with the issuance of debt are deferred and amortized to interest expense using the effective interest method over the contractual term of the underlying indebtedness. | |||||||||||
Other Comprehensive Income | Other Comprehensive Income | ||||||||||
The Company accounts for comprehensive income in accordance with ASC 220, "Comprehensive Income," which establishes standards for the reporting and presentation of comprehensive income in the consolidated financial statements. The Company presents comprehensive income in two separate but consecutive statements. The net of tax changes in accumulated other comprehensive income by component were as follows (in thousands): | |||||||||||
Foreign | Available | Total | |||||||||
Currency | for sale | ||||||||||
securities | |||||||||||
Other comprehensive income (loss): | |||||||||||
Balance at December 31, 2012 | $ | 1,628 | $ | 1,394 | $ | 3,022 | |||||
Foreign currency translation adjustment | (1,245 | ) | — | (1,245 | ) | ||||||
Unrealized holding losses on corporate debt securities | — | (98 | ) | (98 | ) | ||||||
Realized gain on redemption of corporate debt securities | — | (1,296 | ) | (1,296 | ) | ||||||
| | | | | | | | | | | |
Ending balance at December 31, 2013 | 383 | — | 383 | ||||||||
Foreign currency translation adjustment | (1,665 | ) | — | (1,665 | ) | ||||||
| | | | | | | | | | | |
Ending balance at December 31, 2014 | $ | (1,282 | ) | $ | — | $ | (1,282 | ) | |||
| | | | | | | | | | | |
| | | | | | | | | | | |
Income Taxes | Income Taxes | ||||||||||
The Company accounts for income taxes in accordance with ASC 740, "Income Taxes" ("ASC 740"). Under ASC 740, deferred tax assets and liabilities are determined based on the differences between the financial statement carrying amounts and the tax bases of existing assets and liabilities and are measured at the prevailing enacted tax rates that will be in effect when these differences are settled or realized. ASC 740 also requires that deferred tax assets be reduced by a valuation allowance if it is more-likely-than-not that some portion or all of the deferred tax assets will not be realized. | |||||||||||
The realizability of the net deferred tax assets is evaluated quarterly by assessing the valuation allowance and by adjusting the amount of the allowance, if necessary. The Company considers all available positive and negative evidence including projected future taxable income and available tax planning strategies that could be implemented to realize the net deferred tax assets. The evaluation of both positive and negative evidence is a requirement pursuant to ASC 740 in determining more-likely-than-not the net deferred tax assets will be realized. In the event the Company determines that the deferred income tax assets would be realized in the future in excess of their net recorded amount, an adjustment to the valuation allowance would be recorded, which would reduce the provision for income taxes. | |||||||||||
ASC 740 also creates a single model to address uncertainty in tax positions, and clarifies the accounting for uncertainty in income taxes recognized in an enterprise's financial statements by prescribing the minimum recognition threshold a tax position is required to meet before being recognized in an enterprise's financial statements. It also provides guidance on derecognition, measurement, classification, interest and penalties, accounting in interim periods, disclosure and transition. The liability for unrecognized tax benefits is included in noncurrent tax liabilities within the consolidated balance sheets at December 31, 2014 and 2013. | |||||||||||
Revenue Recognition and Promotional Allowances | Revenue Recognition and Promotional Allowances | ||||||||||
Gaming revenue consists mainly of slot and video lottery gaming machine revenue as well as to a lesser extent table game and poker revenue. Gaming revenue is the aggregate net difference between gaming wins and losses, with liabilities recognized for funds deposited by customers before gaming play occurs, for "ticket-in, ticket-out" coupons in the customers' possession, and for accruals related to the anticipated payout of progressive jackpots. Progressive slot machines, which contain base jackpots that increase at a progressive rate based on the number of coins played, are charged to revenue as the amount of the jackpots increases. Table game revenue is the aggregate of table drop adjusted for the change in aggregate table chip inventory. Table drop is the total dollar amount of the currency, coins, chips, tokens and outstanding markers (credit instruments) that are removed from the live gaming tables. | |||||||||||
Food, beverage and other revenue, including racing revenue, is recognized as services are performed. Racing revenue includes the Company's share of pari-mutuel wagering on live races after payment of amounts returned as winning wagers, its share of wagering from import and export simulcasting, and its share of wagering from its off-track wagering facilities ("OTWs'). | |||||||||||
Revenue from the management service contract for Casino Rama is based upon contracted terms and is recognized when services are performed. | |||||||||||
Revenues are recognized net of certain sales incentives in accordance with ASC 605-50, "Revenue Recognition—Customer Payments and Incentives." The Company records certain sales incentives and points earned in point-loyalty programs as a reduction of revenue. | |||||||||||
The retail value of accommodations, food and beverage, and other services furnished to guests without charge is included in gross revenues and then deducted as promotional allowances. The estimated cost of providing such promotional allowances is primarily included in food, beverage and other expense. | |||||||||||
The amounts included in promotional allowances for the years ended December 31, 2014, 2013 and 2012 are as follows: | |||||||||||
Year ended December 31, | 2014 | 2013 | 2012 | ||||||||
(in thousands) | |||||||||||
Rooms | $ | 33,513 | $ | 36,132 | $ | 26,612 | |||||
Food and beverage | 106,936 | 123,263 | 108,250 | ||||||||
Other | 9,870 | 11,244 | 9,878 | ||||||||
| | | | | | | | | | | |
Total promotional allowances | $ | 150,319 | $ | 170,639 | $ | 144,740 | |||||
| | | | | | | | | | | |
| | | | | | | | | | | |
The estimated cost of providing such complimentary services for the years ended December 31, 2014, 2013 and 2012 are as follows: | |||||||||||
Year ended December 31, | 2014 | 2013 | 2012 | ||||||||
(in thousands) | |||||||||||
Rooms | $ | 10,559 | $ | 12,565 | $ | 9,814 | |||||
Food and beverage | 45,629 | 50,842 | 44,383 | ||||||||
Other | 5,142 | 5,369 | 7,013 | ||||||||
| | | | | | | | | | | |
Total cost of complimentary services | $ | 61,330 | $ | 68,776 | $ | 61,210 | |||||
| | | | | | | | | | | |
| | | | | | | | | | | |
Gaming and Racing Taxes | Gaming and Racing Taxes | ||||||||||
The Company is subject to gaming and pari-mutuel taxes based on gross gaming revenue and pari-mutuel revenue in the jurisdictions in which it operates. The Company primarily recognizes gaming and pari-mutuel tax expense based on the statutorily required percentage of revenue that is required to be paid to state and local jurisdictions in the states where or in which wagering occurs. In certain states in which the Company operates, gaming taxes are based on graduated rates. The Company records gaming tax expense at the Company's estimated effective gaming tax rate for the year, considering estimated taxable gaming revenue and the applicable rates. Such estimates are adjusted each interim period. If gaming tax rates change during the year, such changes are applied prospectively in the determination of gaming tax expense in future interim periods. Finally, the Company recognizes purse expense based on the statutorily required percentage of revenue that is required to be paid out in the form of purses to the winning owners of horse races run at the Company's racetracks in the period in which wagering occurs. For the years ended December 31, 2014, 2013 and 2012, these expenses, which are recorded primarily within gaming expense in the consolidated statements of operations, were $0.89 billion, $1.02 billion, and $1.07 billion, respectively. | |||||||||||
Rental Expense related to the Master Lease | Rental Expense related to the Master Lease | ||||||||||
As of December 31, 2014, the Company leased from GLPI real property assets associated with eighteen of the Company's gaming and related facilities used in the Company's operations. | |||||||||||
The rent structure under the Master Lease, which became effective November 1, 2013, includes a fixed component, a portion of which is subject to an annual escalator of up to 2% if certain rent coverage ratio thresholds are met, and a component that is based on the performance of the facilities, which is prospectively adjusted, subject to a floor of zero (i) every five years by an amount equal to 4% of the average change to net revenues of all facilities under the Master Lease (other than Hollywood Casino Columbus and Hollywood Casino Toledo) during the preceding five years, and (ii) monthly by an amount equal to 20% of the change in net revenues of Hollywood Casino Columbus and Hollywood Casino Toledo during the preceding month. In addition, with the openings of Hollywood Gaming at Dayton Raceway and Hollywood Gaming at Mahoning Valley Race Course in the third quarter of 2014, these properties began paying rent subject to the terms of the Master Lease, which had the impact of increasing the Company's annual rental expense related to the Master Lease by approximately $19 million, which approximates ten percent of the real estate construction costs paid for by GLPI related to these facilities. | |||||||||||
In April 2014, an amendment to the Master Lease was entered into in order to revise certain provisions relating to the Sioux City property. In accordance with the amendment, upon the ceasing of gaming operations at Argosy Casino Sioux City on July 30, 2014 due to the termination of its gaming license, the annual rent payable to GLPI was reduced by $6.2 million. Additionally, the Company finalized its calculation of rent coverage in accordance with the appropriate provisions of the Master Lease to determine if an annual base rent escalator is due. The calculation of the escalator resulted in an increase to the Company's annual rent expense of $3.2 million starting November 1, 2014. | |||||||||||
The Master Lease is commonly known as a triple-net lease. Accordingly, in addition to rent, the Company is required to pay the following, among other things: (1) all facility maintenance; (2) all insurance required in connection with the leased properties and the business conducted on the leased properties; (3) taxes levied on or with respect to the leased properties (other than taxes on the income of the lessor); and (4) all utilities and other services necessary or appropriate for the leased properties and the business conducted on the leased properties. At the Company's option, the Master Lease may be extended for up to four five-year renewal terms beyond the initial fifteen-year term, on the same terms and conditions. | |||||||||||
Total rental expense under the Master Lease was $421.4 million and $69.5 million for the years ended December 31, 2014 and 2013, respectively. | |||||||||||
Earnings Per Share | Earnings Per Share | ||||||||||
The Company calculates earnings per share ("EPS") in accordance with ASC 260, "Earnings Per Share" ("ASC 260"). Basic EPS is computed by dividing net income applicable to common stock by the weighted-average number of common shares outstanding during the period. Diluted EPS reflects the additional dilution for all potentially-dilutive securities such as stock options and unvested restricted shares. | |||||||||||
At December 31, 2014 and 2013, the Company had outstanding 8,624 shares of Series C Preferred Stock and at December 31, 2012, had outstanding 12,275 of Series B Redeemable Preferred Stock ("Series B Preferred Stock"). The Company determined that both classes of preferred stock qualified as a participating security as defined in ASC 260 since these securities participate in dividends with the Company's common stock. In accordance with ASC 260, a company is required to use the two-class method when computing EPS when a company has a security that qualifies as a "participating security." The two-class method is an earnings allocation formula that determines EPS for each class of common stock and participating security according to dividends declared (or accumulated) and participation rights in undistributed earnings. A participating security is included in the computation of basic EPS using the two-class method. Under the two-class method, basic EPS for the Company's common stock is computed by dividing net income applicable to common stock by the weighted-average common shares outstanding during the period. Diluted EPS for the Company's common stock is computed using the more dilutive of the two-class method or the if-converted method. | |||||||||||
Since the Company's preferred shareholders are not obligated to fund the losses of the Company nor is the contractual principal of the Series C Preferred Stock reduced as a result of losses incurred by the Company, no allocation of the Company's undistributed losses resulting from the net loss for the years ended December 31, 2014 and 2013 is required. As such, since the Company reported a net loss for the years ended December 31, 2014 and 2013, it was required by ASC 260 to use basic weighted-average common shares outstanding, rather than diluted weighted-average common shares outstanding, when calculating diluted EPS. | |||||||||||
The following table sets forth the allocation of net income for the year ended December 31, 2012 under the two-class method: | |||||||||||
Year ended December 31, | 2012 | ||||||||||
(in thousands) | |||||||||||
Net income | $ | 211,971 | |||||||||
Net income applicable to preferred stock | 41,023 | ||||||||||
| | | | | |||||||
Net income applicable to common stock | $ | 170,948 | |||||||||
| | | | | |||||||
| | | | | |||||||
The following table reconciles the weighted-average common shares outstanding used in the calculation of basic EPS to the weighted-average common shares outstanding used in the calculation of diluted EPS for the year ended December 31, 2012: | |||||||||||
Year ended December 31, | 2012 | ||||||||||
(in thousands) | |||||||||||
Determination of shares: | |||||||||||
Weighted-average common shares outstanding | 76,345 | ||||||||||
Assumed conversion of dilutive employee stock-based awards | 2,305 | ||||||||||
Assumed conversion of restricted stock | 159 | ||||||||||
Assumed conversion of preferred stock | 24,995 | ||||||||||
| | | | | |||||||
Diluted weighted-average common shares outstanding | 103,804 | ||||||||||
| | | | | |||||||
| | | | | |||||||
For the Series B Preferred Stock, the Company was required to adjust its diluted weighted-average common shares outstanding for the purpose of calculating diluted EPS as follows: 1) when the price of the Company's common stock at the end of the reporting period was less than $45, the diluted weighted-average common shares outstanding was increased by 26,777,778 shares (regardless of how much the stock price was below $45); 2) when the price of the Company's common stock at the end of the reporting period was between $45 and $67, the diluted weighted-average common shares outstanding was increased by an amount which was calculated by dividing $1.205 billion (face value) by the current price per share of the Company's common stock, which resulted in an increase in the diluted weighted-average common shares outstanding of between 17,985,075 shares and 26,777,778 shares; and 3) when the price of the Company's common stock at the end of the reporting period was above $67, the diluted weighted-average common shares outstanding was increased by 17,985,075 shares (regardless of how much the stock price exceeded $67). | |||||||||||
Options to purchase 6,633,622 shares, 7,316,713 shares and 1,693,500 shares were outstanding during the years ended December 31, 2014, 2013 and 2012, respectively, but were not included in the computation of diluted EPS because they were antidilutive. | |||||||||||
The following tables present the calculation of basic and diluted EPS for the Company's common stock for the years ended December 31, 2014, 2013 and 2012 (in thousands, except per share data): | |||||||||||
Year ended December 31, | 2014 | 2013 | |||||||||
Calculation of basic and diluted EPS: | |||||||||||
Net loss | $ | (233,195 | ) | $ | (794,339 | ) | |||||
Weighted-average common shares outstanding | 78,425 | 78,111 | |||||||||
Basic and Diluted EPS | $ | (2.97 | ) | $ | (10.17 | ) | |||||
Year ended December 31, | 2012 | ||||||||||
Calculation of basic EPS: | |||||||||||
Net income applicable to common stock | $ | 170,948 | |||||||||
Weighted-average common shares outstanding | 76,345 | ||||||||||
Basic EPS | $ | 2.24 | |||||||||
Calculation of diluted EPS using if-converted method: | |||||||||||
Net income | $ | 211,971 | |||||||||
Diluted weighted-average common shares outstanding | 103,804 | ||||||||||
Diluted EPS | $ | 2.04 | |||||||||
Stock-Based Compensation | Stock-Based Compensation | ||||||||||
The Company accounts for stock compensation under ASC 718, "Compensation-Stock Compensation," which requires the Company to expense the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award. This expense is recognized ratably over the requisite service period following the date of grant. | |||||||||||
The fair value for stock options was estimated at the date of grant using the Black-Scholes option-pricing model, which requires management to make certain assumptions. The risk-free interest rate was based on the U.S. Treasury spot rate with a term equal to the expected life assumed at the date of grant. Expected volatility was estimated based on the historical volatility of the Company's stock price over a period of 5.45 years, in order to match the expected life of the options at the grant date. The decline in the weighted average expected life compared to the prior years is due to the fact that the Company did not issue stock options in 2013 as well as lower amounts of stock options issued compared to years prior to 2013. Historically, at the grant date, there has been no expected dividend yield assumption since the Company has not paid any cash dividends on its common stock since its initial public offering in May 1994 and since the Company intends to retain all of its earnings to finance the development of its business for the foreseeable future. The weighted-average expected life was based on the contractual term of the stock option and expected employee exercise dates, which was based on the historical and expected exercise behavior of the Company's employees. | |||||||||||
The following are the weighted-average assumptions used in the Black-Scholes option-pricing model for the years ended December 31, 2014, 2013 and 2012: | |||||||||||
Year ended December 31, | 2014 | 2013 | 2012 | ||||||||
Risk-free interest rate | 1.68 | % | 1.08 | % | 0.84 | % | |||||
Expected volatility | 44.80 | % | 46.27 | % | 45.78 | % | |||||
Dividend yield | — | — | — | ||||||||
Weighted-average expected life (years) | 5.45 | 6.57 | 6.64 | ||||||||
See Note 15 for a discussion on the impact of the Spin-Off on the Company's stock-based equity awards. | |||||||||||
Segment Information | Segment Information | ||||||||||
The Company's Chief Executive Officer, who is the Company's Chief Operating Decision Maker ("CODM") as that term is defined in ASC 280, "Segment Reporting" ("ASC 280"), measures and assesses the Company's business performance based on regional operations of various properties grouped together based primarily on their geographic locations. In January 2014, the Company named Jay Snowden as its Chief Operating Officer and the Company decided in connection with this announcement to re-align its reporting structure. Starting in January 2014, the Company's reportable segments are: (i) East/Midwest, (ii) West, and (iii) Southern Plains. | |||||||||||
The East/Midwest reportable segment consists of the following properties: Hollywood Casino at Charles Town Races, Hollywood Casino Bangor, Hollywood Casino at Penn National Race Course, Hollywood Casino Lawrenceburg, Hollywood Casino Toledo, which opened on May 29, 2012, Hollywood Casino Columbus, which opened on October 8, 2012, Hollywood Gaming at Dayton Raceway, which opened on August 28, 2014, and Hollywood Gaming at Mahoning Valley Race Course, which opened on September 17, 2014. It also includes the Company's Casino Rama management service contract and the Plainville project in Massachusetts which the Company expects to open in June 2015. It also previously included Hollywood Casino Perryville, which was contributed to GLPI on November 1, 2013. | |||||||||||
The West reportable segment consists of the following properties: Zia Park Casino and the M Resort, as well as the Jamul development project, which the Company anticipates completing in mid-2016. | |||||||||||
The Southern Plains reportable segment consists of the following properties: Hollywood Casino Aurora, Hollywood Casino Joliet, Argosy Casino Alton, Argosy Casino Riverside, Hollywood Casino Tunica, Hollywood Casino Gulf Coast (formerly Hollywood Casino Bay St. Louis), Boomtown Biloxi, and Hollywood Casino St. Louis (formerly Harrah's St. Louis which was acquired from Caesars Entertainment on November 2, 2012), and includes the Company's 50% investment in Kansas Entertainment, LLC ("Kansas Entertainment"), which owns the Hollywood Casino at Kansas Speedway. On July 30, 2014, the Company closed Argosy Casino Sioux City. This segment also previously included Hollywood Casino Baton Rouge, which was contributed to GLPI on November 1, 2013. | |||||||||||
The Other category consists of the Company's standalone racing operations, namely Rosecroft Raceway, Sanford-Orlando Kennel Club, and the Company's joint venture interests in Sam Houston Race Park, Valley Race Park, and Freehold Raceway, as well as the Company's 50% joint venture with the Cordish Companies in New York. It also previously included the Company's Bullwhackers property, which was sold in July 2013. If the Company is successful in obtaining gaming operations at these locations, they would be assigned to one of the Company's reportable segments. The Other category also includes the Company's corporate overhead operations which does not meet the definition of an operating segment under ASC 280. | |||||||||||
The prior year amounts were reclassified to conform to the Company's new reporting structure in accordance with ASC 280. See Note 16 for further information with respect to the Company's segments. | |||||||||||
Statements of Cash Flows | Statements of Cash Flows | ||||||||||
The Company has presented the consolidated statements of cash flows using the indirect method, which involves the reconciliation of net (loss) income to net cash flow from operating activities. | |||||||||||
Acquisitions | Acquisitions | ||||||||||
The Company accounts for its acquisitions in accordance with ASC 805, "Business Combinations." The results of operations of acquisitions are included in the consolidated financial statements from their respective dates of acquisition. | |||||||||||
Variable Interest Entities | Variable Interest Entities | ||||||||||
In accordance with the authoritative guidance of ASC 810, "Consolidation" ("ASC 810"), the Company consolidates a VIE if the Company is the primary beneficiary, defined as the party that has both the power to direct the activities that most significantly impact the VIE's economic performance and the obligation to absorb losses of or the right to receive benefits from the VIE that could potentially be significant to the VIE. A variable interest is a contractual, ownership or other interest that changes with changes in the fair value of the VIE's net assets exclusive of variable interests. To determine whether a variable interest the Company holds could potentially be significant to the VIE, the Company considers both qualitative and quantitative factors regarding the nature, size and form of its involvement with the VIE. The Company assesses whether it is the primary beneficiary of a VIE or the holder of a significant variable interest in a VIE on an on-going basis for each such interest. | |||||||||||
Certain Risks and Uncertainties | Certain Risks and Uncertainties | ||||||||||
The Company faces intense gaming competition in most of the markets where its properties operate. Various states are currently considering or implementing legislation to legalize or expand gaming. Such legislation presents potential opportunities for the Company to establish new properties; however, this also presents potential competitive threats to the Company's existing properties. For example, the Company's two facilities—one in Charles Town, West Virginia and one in Grantville, Pennsylvania—that each generated approximately 10% or more of our net revenues will face or have faced new sources of significant competition in the near term. Namely, Hollywood Casino at Charles Town Races and, to a lesser extent, Hollywood Casino at Penn National Race Course faced increased competition from the opening in June 2012 of a significant casino complex at the Arundel Mills mall in Anne Arundel, Maryland. The Horseshoe Baltimore Casino, which opened at the end of August 2014, has not had a significant negative impact on the operations of these two properties, however may have a negative impact in 2015 as the new facility becomes more established. Additionally, a mid-2016 opening of a casino operated by MGM in Prince George's County, Maryland will also negatively impact the operations at Hollywood Casino at Charles Town Races and, to a lesser extent, Hollywood Casino at Penn National Race Course. | |||||||||||
The Company's operations are dependent on its continued licensing by state gaming commissions. The loss of a license, in any jurisdiction in which the Company operates, could have a material adverse effect on future results of operations. | |||||||||||
The Company is dependent on each gaming property's local market for a significant number of its patrons and revenues. If economic conditions in these areas deteriorate or additional gaming licenses are awarded in these markets, the Company's results of operations could be adversely affected. | |||||||||||
The Company is dependent on the economy of the U.S. in general, and any deterioration in the national economic, energy, credit and capital markets could have a material adverse effect on future results of operations. | |||||||||||
The Company is dependent upon a stable gaming and admission tax structure in the locations that it operates in. Any change in the tax structure could have a material adverse affect on future results of operations. | |||||||||||
SpinOff_of_Real_Estate_Assets_1
Spin-Off of Real Estate Assets through a Real Estate Investment Trust (Tables) | 12 Months Ended | ||||
Dec. 31, 2014 | |||||
Spin-Off of Real Estate Assets through a Real Estate Investment Trust | |||||
Schedule of assets and liabilities contributed to GLPI | The assets and liabilities were contributed to GLPI based on their historical carrying values, which were as follows (in thousands): | ||||
Cash and cash equivalents | $ | 240,202 | |||
Current deferred income tax assets | 6,157 | ||||
Other current assets | 3,116 | ||||
Property and equipment, net | 2,114,838 | ||||
Goodwill | 75,521 | ||||
Other intangible assets | 9,577 | ||||
Debt issuance costs | 39,862 | ||||
Other assets | 36,378 | ||||
Accounts payable and accrued expenses | (16,055 | ) | |||
Income taxes | (5,296 | ) | |||
Other current liabilities | (12,312 | ) | |||
Long-term debt | (2,350,000 | ) | |||
Deferred income tax liabilities | (10,840 | ) | |||
| | | | | |
Net contribution | $ | 131,148 | |||
| | | | | |
| | | | | |
Summary_of_Significant_Account2
Summary of Significant Accounting Policies (Tables) | 12 Months Ended | ||||||||||
Dec. 31, 2014 | |||||||||||
Summary of Significant Accounting Policies | |||||||||||
Schedule of the estimated useful lives of property and equipment | |||||||||||
Land improvements | 15 years | ||||||||||
Building and improvements | 5 to 31 years | ||||||||||
Furniture, fixtures, and equipment | 3 to 31 years | ||||||||||
Schedule of net of tax changes in accumulated other comprehensive income by component | The Company presents comprehensive income in two separate but consecutive statements. The net of tax changes in accumulated other comprehensive income by component were as follows (in thousands): | ||||||||||
Foreign | Available | Total | |||||||||
Currency | for sale | ||||||||||
securities | |||||||||||
Other comprehensive income (loss): | |||||||||||
Balance at December 31, 2012 | $ | 1,628 | $ | 1,394 | $ | 3,022 | |||||
Foreign currency translation adjustment | (1,245 | ) | — | (1,245 | ) | ||||||
Unrealized holding losses on corporate debt securities | — | (98 | ) | (98 | ) | ||||||
Realized gain on redemption of corporate debt securities | — | (1,296 | ) | (1,296 | ) | ||||||
| | | | | | | | | | | |
Ending balance at December 31, 2013 | 383 | — | 383 | ||||||||
Foreign currency translation adjustment | (1,665 | ) | — | (1,665 | ) | ||||||
| | | | | | | | | | | |
Ending balance at December 31, 2014 | $ | (1,282 | ) | $ | — | $ | (1,282 | ) | |||
| | | | | | | | | | | |
| | | | | | | | | | | |
Schedule of promotional allowances | |||||||||||
Year ended December 31, | 2014 | 2013 | 2012 | ||||||||
(in thousands) | |||||||||||
Rooms | $ | 33,513 | $ | 36,132 | $ | 26,612 | |||||
Food and beverage | 106,936 | 123,263 | 108,250 | ||||||||
Other | 9,870 | 11,244 | 9,878 | ||||||||
| | | | | | | | | | | |
Total promotional allowances | $ | 150,319 | $ | 170,639 | $ | 144,740 | |||||
| | | | | | | | | | | |
| | | | | | | | | | | |
Schedule of estimated cost of providing complimentary services | |||||||||||
Year ended December 31, | 2014 | 2013 | 2012 | ||||||||
(in thousands) | |||||||||||
Rooms | $ | 10,559 | $ | 12,565 | $ | 9,814 | |||||
Food and beverage | 45,629 | 50,842 | 44,383 | ||||||||
Other | 5,142 | 5,369 | 7,013 | ||||||||
| | | | | | | | | | | |
Total cost of complimentary services | $ | 61,330 | $ | 68,776 | $ | 61,210 | |||||
| | | | | | | | | | | |
| | | | | | | | | | | |
Allocation of net income attributable to shareholders under the two-class method | |||||||||||
Year ended December 31, | 2012 | ||||||||||
(in thousands) | |||||||||||
Net income | $ | 211,971 | |||||||||
Net income applicable to preferred stock | 41,023 | ||||||||||
| | | | | |||||||
Net income applicable to common stock | $ | 170,948 | |||||||||
| | | | | |||||||
| | | | | |||||||
Reconciliation of the weighted-average common shares outstanding used in the calculation of basic EPS to the weighted-average common shares outstanding used in the calculation of diluted EPS | |||||||||||
Year ended December 31, | 2012 | ||||||||||
(in thousands) | |||||||||||
Determination of shares: | |||||||||||
Weighted-average common shares outstanding | 76,345 | ||||||||||
Assumed conversion of dilutive employee stock-based awards | 2,305 | ||||||||||
Assumed conversion of restricted stock | 159 | ||||||||||
Assumed conversion of preferred stock | 24,995 | ||||||||||
| | | | | |||||||
Diluted weighted-average common shares outstanding | 103,804 | ||||||||||
| | | | | |||||||
| | | | | |||||||
Calculation of basic and diluted EPS for the entity's common stock | |||||||||||
The following tables present the calculation of basic and diluted EPS for the Company's common stock for the years ended December 31, 2014, 2013 and 2012 (in thousands, except per share data): | |||||||||||
Year ended December 31, | 2014 | 2013 | |||||||||
Calculation of basic and diluted EPS: | |||||||||||
Net loss | $ | (233,195 | ) | $ | (794,339 | ) | |||||
Weighted-average common shares outstanding | 78,425 | 78,111 | |||||||||
Basic and Diluted EPS | $ | (2.97 | ) | $ | (10.17 | ) | |||||
Year ended December 31, | 2012 | ||||||||||
Calculation of basic EPS: | |||||||||||
Net income applicable to common stock | $ | 170,948 | |||||||||
Weighted-average common shares outstanding | 76,345 | ||||||||||
Basic EPS | $ | 2.24 | |||||||||
Calculation of diluted EPS using if-converted method: | |||||||||||
Net income | $ | 211,971 | |||||||||
Diluted weighted-average common shares outstanding | 103,804 | ||||||||||
Diluted EPS | $ | 2.04 | |||||||||
Weighted-average assumptions used in Black-Scholes option pricing model | |||||||||||
Year ended December 31, | 2014 | 2013 | 2012 | ||||||||
Risk-free interest rate | 1.68 | % | 1.08 | % | 0.84 | % | |||||
Expected volatility | 44.80 | % | 46.27 | % | 45.78 | % | |||||
Dividend yield | — | — | — | ||||||||
Weighted-average expected life (years) | 5.45 | 6.57 | 6.64 | ||||||||
Property_and_Equipment_Tables
Property and Equipment (Tables) | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Property and Equipment | ||||||||
Schedule of property and equipment, net | ||||||||
December 31, | 2014 | 2013 | ||||||
(in thousands) | ||||||||
Land and improvements | $ | 42,350 | $ | 14,714 | ||||
Building and improvements | 173,043 | 156,443 | ||||||
Furniture, fixtures, and equipment | 1,213,143 | 1,190,252 | ||||||
Leasehold improvements | 246,047 | 24,301 | ||||||
Construction in progress | 69,367 | 25,389 | ||||||
| | | | | | | | |
Total property and equipment | 1,743,950 | 1,411,099 | ||||||
Less accumulated depreciation | (974,805 | ) | (913,642 | ) | ||||
| | | | | | | | |
Property and equipment, net | $ | 769,145 | $ | 497,457 | ||||
| | | | | | | | |
| | | | | | | | |
Goodwill_and_Other_Intangible_1
Goodwill and Other Intangible Assets (Tables) | 12 Months Ended | |||||||||||||||||||
Dec. 31, 2014 | ||||||||||||||||||||
Goodwill and Other Intangible Assets | ||||||||||||||||||||
Reconciliation of goodwill and accumulated goodwill impairment losses | A reconciliation of goodwill and accumulated goodwill impairment losses is as follows (in thousands): | |||||||||||||||||||
Balance at January 1, 2013: | ||||||||||||||||||||
Goodwill | $ | 2,214,546 | ||||||||||||||||||
Accumulated goodwill impairment losses | (833,857 | ) | ||||||||||||||||||
| | | | | ||||||||||||||||
Goodwill, net | $ | 1,380,689 | ||||||||||||||||||
| | | | | ||||||||||||||||
Goodwill impairment losses | (807,464 | ) | ||||||||||||||||||
Contribution of Hollywood Casino Baton Rouge to GLPI | (75,521 | ) | ||||||||||||||||||
Other | (5,306 | ) | ||||||||||||||||||
| | | | | ||||||||||||||||
Balance at December 31, 2013: | ||||||||||||||||||||
Goodwill | $ | 2,133,719 | ||||||||||||||||||
Accumulated goodwill impairment losses | (1,641,321 | ) | ||||||||||||||||||
| | | | | ||||||||||||||||
Goodwill, net | $ | 492,398 | ||||||||||||||||||
| | | | | ||||||||||||||||
Goodwill acquired | 3,052 | |||||||||||||||||||
Goodwill impairment losses | (212,193 | ) | ||||||||||||||||||
Other | (5,675 | ) | ||||||||||||||||||
| | | | | ||||||||||||||||
Balance at December 31, 2014: | ||||||||||||||||||||
Goodwill | $ | 2,131,096 | ||||||||||||||||||
Accumulated goodwill impairment losses | (1,853,514 | ) | ||||||||||||||||||
| | | | | ||||||||||||||||
Goodwill, net | $ | 277,582 | ||||||||||||||||||
| | | | | ||||||||||||||||
| | | | | ||||||||||||||||
Schedule of gross carrying value, accumulated amortization, and net book value of each major class of other intangible assets | ||||||||||||||||||||
December 31, 2014 | December 31, 2013 | |||||||||||||||||||
(in thousands) | ||||||||||||||||||||
Gross | Accumulated | Net Book | Gross | Accumulated | Net Book | |||||||||||||||
Carrying | Amortization | Value | Carrying | Amortization | Value | |||||||||||||||
Value | Value | |||||||||||||||||||
Indefinite-life intangible assets | $ | 370,100 | $ | — | $ | 370,100 | $ | 349,224 | $ | — | $ | 349,224 | ||||||||
Argosy Casino Sioux City gaming license | 20,949 | 20,949 | — | 20,949 | 12,569 | 8,380 | ||||||||||||||
Other intangible assets | 56,126 | 55,664 | 462 | 55,665 | 53,621 | 2,044 | ||||||||||||||
| | | | | | | | | | | | | | | | | | | | |
Total | $ | 447,175 | $ | 76,613 | $ | 370,562 | $ | 425,838 | $ | 66,190 | $ | 359,648 | ||||||||
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Schedule of expected intangible asset amortization expense | The following table presents expected intangible asset amortization expense based on existing intangible assets at December 31, 2014 (in thousands): | |||||||||||||||||||
2015 | $ | — | ||||||||||||||||||
2016 | 33 | |||||||||||||||||||
2017 | 66 | |||||||||||||||||||
2018 | 66 | |||||||||||||||||||
2019 | 66 | |||||||||||||||||||
Thereafter | 231 | |||||||||||||||||||
| | | | | ||||||||||||||||
Total | $ | 462 | ||||||||||||||||||
| | | | | ||||||||||||||||
| | | | | ||||||||||||||||
Schedule of remaining goodwill and other intangible assets by reporting unit | The Company's remaining goodwill and other intangible assets by reporting unit at December 31, 2014 is shown below (in thousands): | |||||||||||||||||||
Reporting Unit | Goodwill | Other Intangible | ||||||||||||||||||
Assets | ||||||||||||||||||||
Zia Park Casino | $ | 144,171 | $ | — | ||||||||||||||||
Hollywood Casino St. Louis | — | 77,072 | ||||||||||||||||||
Hollywood Casino at Penn National Race Course | 1,497 | 67,607 | ||||||||||||||||||
Hollywood Gaming at Dayton Raceway | 15,339 | 50,000 | ||||||||||||||||||
Hollywood Casino Joliet | 6,886 | 44,464 | ||||||||||||||||||
Hollywood Casino Lawrenceburg | — | 50,000 | ||||||||||||||||||
Hollywood Gaming at Mahoning Valley Race Course | — | 50,000 | ||||||||||||||||||
Hollywood Casino Aurora | 37,687 | — | ||||||||||||||||||
Argosy Casino Riverside | 32,122 | 4,964 | ||||||||||||||||||
Plainridge Park Casino | 3,052 | 25,297 | ||||||||||||||||||
Boomtown Biloxi | 22,365 | — | ||||||||||||||||||
Hollywood Casino Tunica | 9,305 | — | ||||||||||||||||||
Others | 5,158 | 1,158 | ||||||||||||||||||
| | | | | | | | |||||||||||||
Total | $ | 277,582 | $ | 370,562 | ||||||||||||||||
| | | | | | | | |||||||||||||
| | | | | | | | |||||||||||||
Longterm_Debt_Tables
Long-term Debt (Tables) | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Long-term Debt | ||||||||
Schedule of long-term debt, net of current maturities | ||||||||
December 31, | 2014 | 2013 | ||||||
(in thousands) | ||||||||
Senior secured credit facility | $ | 807,500 | $ | 750,000 | ||||
$300 million 5.875% senior unsecured notes due November 1, 2021 | 300,000 | 300,000 | ||||||
Other long-term obligations | 154,189 | — | ||||||
Capital leases | 199 | 2,015 | ||||||
| | | | | | | | |
1,261,888 | 1,052,015 | |||||||
Less current maturities of long-term debt | (30,853 | ) | (27,598 | ) | ||||
Less discount on senior secured credit facility Term Loan B | (1,056 | ) | (1,223 | ) | ||||
| | | | | | | | |
$ | 1,229,979 | $ | 1,023,194 | |||||
| | | | | | | | |
| | | | | | | | |
Schedule of future minimum repayments of long-term debt | The following is a schedule of future minimum repayments of long-term debt as of December 31, 2014 (in thousands), | |||||||
2015 | $ | 30,853 | ||||||
2016 | 52,875 | |||||||
2017 | 66,002 | |||||||
2018 | 464,173 | |||||||
2019 | 17,351 | |||||||
Thereafter | 611,445 | |||||||
| | | | | ||||
Total minimum payments | $ | 1,242,699 | ||||||
| | | | | ||||
| | | | | ||||
Commitments_and_Contingencies_
Commitments and Contingencies (Tables) | 12 Months Ended | ||||||||||
Dec. 31, 2014 | |||||||||||
Commitments and Contingencies | |||||||||||
Future minimum lease commitments relating to the base lease rent portion of noncancelable operating leases | The future minimum lease commitments relating to the base lease rent portion of noncancelable operating leases, separated by the Master Lease and other lease commitments, at December 31, 2014 are as follows (in thousands): | ||||||||||
Year ending December 31, | Master Lease | Other | Total | ||||||||
2015 | $ | 392,701 | $ | 4,565 | $ | 397,266 | |||||
2016 | 392,701 | 3,535 | 396,236 | ||||||||
2017 | 392,701 | 2,583 | 395,284 | ||||||||
2018 | 384,451 | 2,282 | 386,733 | ||||||||
2019 | 343,200 | 1,529 | 344,729 | ||||||||
Thereafter | 3,031,599 | 15,831 | 3,047,430 | ||||||||
| | | | | | | | | | | |
Total | $ | 4,937,353 | $ | 30,325 | $ | 4,967,678 | |||||
| | | | | | | | | | | |
| | | | | | | | | | | |
Income_Taxes_Tables
Income Taxes (Tables) | 12 Months Ended | ||||||||||
Dec. 31, 2014 | |||||||||||
Income Taxes | |||||||||||
Components of the Company's deferred tax assets and liabilities | |||||||||||
Year ended December 31, | 2014 | 2013 | |||||||||
(in thousands) | |||||||||||
Deferred tax assets: | |||||||||||
Stock-based compensation expense | $ | 44,607 | $ | 51,045 | |||||||
Accrued expenses | 57,785 | 57,387 | |||||||||
Intangibles | 142,591 | 43,204 | |||||||||
Deferred tax assets resulting from unrecognized tax benefits | 11,365 | 10,817 | |||||||||
Net operating losses | 11,941 | 4,690 | |||||||||
Accumulated other comprehensive loss | 592 | 1,863 | |||||||||
| | | | | | | | ||||
Gross deferred tax assets | 268,881 | 169,006 | |||||||||
Less valuation allowance | (6,851 | ) | (3,664 | ) | |||||||
| | | | | | | | ||||
Net deferred tax assets | 262,030 | 165,342 | |||||||||
| | | | | | | | ||||
Deferred tax liabilities: | |||||||||||
Property, plant and equipment | (123,108 | ) | (102,379 | ) | |||||||
Investments in unconsolidated affiliates | (4,276 | ) | (5,782 | ) | |||||||
| | | | | | | | ||||
Net deferred tax liabilities | (127,384 | ) | (108,161 | ) | |||||||
| | | | | | | | ||||
Net: | $ | 134,646 | $ | 57,181 | |||||||
| | | | | | | | ||||
| | | | | | | | ||||
Reflected on consolidated balance sheets: | |||||||||||
Current deferred tax assets, net | $ | 55,579 | $ | 71,093 | |||||||
Noncurrent deferred tax assets (liabilities), net | 79,067 | (13,912 | ) | ||||||||
| | | | | | | | ||||
Net deferred taxes | $ | 134,646 | $ | 57,181 | |||||||
| | | | | | | | ||||
| | | | | | | | ||||
Schedule of the provision for income taxes charged to operations | |||||||||||
Year ended December 31, | 2014 | 2013 | 2012 | ||||||||
(in thousands) | |||||||||||
Current tax expense (benefit) | |||||||||||
Federal | $ | 17,413 | $ | 96,537 | $ | 96,490 | |||||
State | 8,764 | 2,200 | 14,448 | ||||||||
Foreign | 7,515 | 4,708 | (3,366 | ) | |||||||
| | | | | | | | | | | |
Total current | 33,692 | 103,445 | 107,572 | ||||||||
| | | | | | | | | | | |
Deferred tax (benefit) expense | |||||||||||
Federal | (56,125 | ) | (207,337 | ) | 44,874 | ||||||
State | (16,153 | ) | (17,646 | ) | 109 | ||||||
| | | | | | | | | | | |
Total deferred | (72,278 | ) | (224,983 | ) | 44,983 | ||||||
| | | | | | | | | | | |
Total income tax (benefit) provision | $ | (38,586 | ) | $ | (121,538 | ) | $ | 152,555 | |||
| | | | | | | | | | | |
| | | | | | | | | | | |
Reconciliation of the statutory federal income tax rate to the actual effective income tax rate | |||||||||||
Year ended December 31, | 2014 | 2013 | 2012 | ||||||||
Percent of pretax (loss) income | |||||||||||
Federal taxes | 35.0 | % | 35.0 | % | 35.0 | % | |||||
State and local income taxes | 0.8 | % | 1.1 | % | 1.4 | % | |||||
Permanent differences | (20.9 | )% | (22.7 | )% | 5.3 | % | |||||
Foreign | (1.6 | )% | (0.1 | )% | 0.2 | % | |||||
Other miscellaneous items | 0.9 | % | 0.0 | % | (0.1 | )% | |||||
| | | | | | | | | | | |
14.2 | % | 13.3 | % | 41.8 | % | ||||||
| | | | | | | | | | | |
| | | | | | | | | | | |
Year ended December 31, | 2014 | 2013 | 2012 | ||||||||
(in thousands) | |||||||||||
Amount based upon pretax (loss) income | |||||||||||
Federal taxes | $ | (95,123 | ) | $ | (320,557 | ) | $ | 127,584 | |||
State and local income taxes | (2,288 | ) | (9,677 | ) | 5,044 | ||||||
Permanent differences | 56,886 | 207,928 | 19,223 | ||||||||
Foreign | 4,356 | 1,200 | 886 | ||||||||
Other miscellaneous items | (2,417 | ) | (432 | ) | (182 | ) | |||||
| | | | | | | | | | | |
$ | (38,586 | ) | $ | (121,538 | ) | $ | 152,555 | ||||
| | | | | | | | | | | |
| | | | | | | | | | | |
Reconciliation of liability for unrecognized tax benefits | |||||||||||
Noncurrent | |||||||||||
tax liabilities | |||||||||||
(in thousands) | |||||||||||
Balance at December 31, 2012 | $ | 20,393 | |||||||||
Additions based on current year positions | 5,875 | ||||||||||
Additions based on prior year positions | 1,056 | ||||||||||
Decreases due to settlements and/or reduction in reserves | (5,536 | ) | |||||||||
Currency translation adjustments | (1,822 | ) | |||||||||
| | | | | |||||||
Balance at December 31, 2013 | 19,966 | ||||||||||
Additions based on current year positions | 6,016 | ||||||||||
Additions based on prior year positions | 5,202 | ||||||||||
Payments made on account | (12,131 | ) | |||||||||
Decreases due to settlements and/or reduction in reserves | (8,385 | ) | |||||||||
Currency translation adjustments | (2,480 | ) | |||||||||
| | | | | |||||||
Balance at December 31, 2014 | $ | 8,188 | |||||||||
| | | | | |||||||
| | | | | |||||||
Shareholders_Equity_Tables
Shareholders' Equity (Tables) | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Shareholders' Equity | ||||||||
Schedule of changes in each class of the Company's Preferred Stock | ||||||||
Series B | Series C | |||||||
Preferred Stock | Preferred Stock | |||||||
Shares outstanding at December 31, 2012 | 12,275 | — | ||||||
Repurchase of Series B Preferred Stock | (6,498 | ) | — | |||||
Impact of exchange transaction | (5,777 | ) | 8,624 | |||||
| | | | | | | | |
Shares outstanding at December 31, 2013 | — | 8,624 | ||||||
| | | | | | | | |
| | | | | | | | |
StockBased_Compensation_Tables
Stock-Based Compensation (Tables) | 12 Months Ended | |||||||||||||
Dec. 31, 2014 | ||||||||||||||
Stock-Based Compensation | ||||||||||||||
Information on stock options issued under the plans | ||||||||||||||
Number of | Weighted-Average | Weighted- | Aggregate | |||||||||||
Option Shares | Exercise Price | Average | Intrinsic Value | |||||||||||
Remaining | (in thousands) | |||||||||||||
Contractual | ||||||||||||||
Term (in years) | ||||||||||||||
Outstanding at December 31, 2013 | 7,316,713 | $ | 7.51 | |||||||||||
Granted | 916,522 | 11.61 | ||||||||||||
Exercised | (1,468,863 | ) | 7.18 | |||||||||||
Canceled | (130,750 | ) | 11.97 | |||||||||||
| | | | | | | | | | | | | | |
Outstanding at December 31, 2014 | 6,633,622 | $ | 8.12 | 3.06 | $ | 36,612 | ||||||||
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
Information about stock options outstanding, by exercise price range | ||||||||||||||
Exercise Price Range | Total | |||||||||||||
$4.39 to | $6.64 to | $10.08 to | $4.39 to | |||||||||||
$6.59 | $10.05 | $14.41 | $14.41 | |||||||||||
Outstanding options | ||||||||||||||
Number outstanding | 1,580,299 | 4,082,301 | 971,022 | 6,633,622 | ||||||||||
Weighted-average remaining contractual life (years) | 1.58 | 2.93 | 5.97 | 3.06 | ||||||||||
Weighted-average exercise price | $ | 5.76 | $ | 8.20 | $ | 11.63 | $ | 8.12 | ||||||
Exercisable options | ||||||||||||||
Number outstanding | 1,580,299 | 3,248,458 | 47,000 | 4,875,757 | ||||||||||
Weighted-average exercise price | $ | 5.76 | $ | 8.08 | $ | 12.17 | $ | 7.37 | ||||||
Information on restricted stock awards issued under the plans | ||||||||||||||
Number of Award | ||||||||||||||
Shares | ||||||||||||||
Outstanding at December 31, 2013 | 291,811 | |||||||||||||
Awarded | — | |||||||||||||
Released | (126,292 | ) | ||||||||||||
Canceled | (33,022 | ) | ||||||||||||
| | | | | ||||||||||
Outstanding at December 31, 2014 | 132,497 | |||||||||||||
| | | | | ||||||||||
| | | | | ||||||||||
Segment_Information_Tables
Segment Information (Tables) | 12 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
Segment Information | |||||||||||||||||
Schedule of information with respect to the Company's segments | |||||||||||||||||
East/Midwest | West | Southern Plains | Other | Total | |||||||||||||
(in thousands) | |||||||||||||||||
Year ended December 31, 2014 | |||||||||||||||||
Net revenues | $ | 1,467,380 | $ | 241,410 | $ | 857,447 | $ | 24,290 | $ | 2,590,527 | |||||||
Income (loss) from operations | 58,042 | 24,791 | (235,332 | ) | (87,923 | ) | (240,422 | ) | |||||||||
Depreciation and amortization | 105,552 | 7,725 | 58,597 | 7,107 | 178,981 | ||||||||||||
Impairment losses | 4,560 | 1,420 | 315,109 | — | 321,089 | ||||||||||||
Income (loss) from unconsolidated affiliates | — | — | 10,720 | (2,771 | ) | 7,949 | |||||||||||
Capital expenditures | 144,320 | 28,251 | 49,607 | 5,967 | 228,145 | ||||||||||||
Year ended December 31, 2013 | |||||||||||||||||
Net revenues | $ | 1,652,585 | $ | 240,083 | $ | 994,097 | $ | 31,989 | $ | 2,918,754 | |||||||
(Loss) income from operations | (102,192 | ) | 42,420 | (514,063 | ) | (198,137 | ) | (771,972 | ) | ||||||||
Depreciation and amortization | 148,697 | 11,883 | 113,838 | 23,908 | 298,326 | ||||||||||||
Impairment losses | 429,567 | — | 664,420 | 38,430 | 1,132,417 | ||||||||||||
Income (loss) from unconsolidated affiliates | — | — | 10,735 | (1,078 | ) | 9,657 | |||||||||||
Capital expenditures | 106,742 | 9,802 | 78,244 | 5,125 | 199,913 | ||||||||||||
Year ended December 31, 2012 | |||||||||||||||||
Net revenues | $ | 1,698,562 | $ | 252,182 | $ | 915,587 | $ | 33,134 | $ | 2,899,465 | |||||||
Income (loss) from operations | 384,028 | 47,050 | 199,164 | (187,653 | ) | 442,589 | |||||||||||
Depreciation and amortization | 135,470 | 12,850 | 82,465 | 14,563 | 245,348 | ||||||||||||
Income (loss) from unconsolidated affiliates | — | — | 5,210 | (1,406 | ) | 3,804 | |||||||||||
Capital expenditures | 407,046 | 11,294 | 49,067 | 5,578 | 472,985 | ||||||||||||
Balance sheet at December 31, 2014 | |||||||||||||||||
Total assets | 990,031 | 289,026 | 592,405 | 364,968 | 2,236,430 | ||||||||||||
Investment in and advances to unconsolidated affiliates | 94 | — | 115,469 | 63,988 | 179,551 | ||||||||||||
Goodwill and other intangible assets, net | 264,147 | 145,054 | 234,865 | 4,078 | 648,144 | ||||||||||||
Balance sheet at December 31, 2013 | |||||||||||||||||
Total assets | 590,606 | 212,098 | 945,472 | 435,815 | 2,183,991 | ||||||||||||
Investment in and advances to unconsolidated affiliates | 79 | — | 127,749 | 65,503 | 193,331 | ||||||||||||
Goodwill and other intangible assets, net | 120,458 | 146,012 | 566,016 | 19,560 | 852,046 | ||||||||||||
Summarized_Quarterly_Data_Unau1
Summarized Quarterly Data (Unaudited) (Tables) | 12 Months Ended | |||||||||||||
Dec. 31, 2014 | ||||||||||||||
Summarized Quarterly Data (Unaudited) | ||||||||||||||
Schedule of Quarterly Financial Information [Table Text Block] | ||||||||||||||
Fiscal Quarter | ||||||||||||||
First | Second | Third | Fourth | |||||||||||
(in thousands, except per share data) | ||||||||||||||
2014 | ||||||||||||||
Net revenues | $ | 641,080 | $ | 652,146 | $ | 645,940 | $ | 651,361 | ||||||
Income (loss) from operations | 18,051 | 23,382 | 22,831 | (304,686 | ) | |||||||||
Net income (loss) | 4,537 | 4,176 | 8,499 | (250,407 | ) | |||||||||
Earnings (loss) per common share: | ||||||||||||||
Basic earnings (loss) per common share | $ | 0.05 | $ | 0.05 | $ | 0.1 | $ | (3.18 | ) | |||||
Diluted earnings (loss) per common share | $ | 0.05 | $ | 0.05 | $ | 0.1 | $ | (3.18 | ) | |||||
2013 | ||||||||||||||
Net revenues | $ | 798,246 | $ | 761,371 | $ | 714,435 | $ | 644,702 | ||||||
Income (loss) from operations | 133,315 | 46,881 | 93,280 | (1,045,448 | ) | |||||||||
Net income (loss) | 65,271 | (12,180 | ) | 41,317 | (888,747 | ) | ||||||||
Earnings (loss) per common share: | ||||||||||||||
Basic earnings (loss) per common share | $ | 0.68 | $ | (0.16 | ) | $ | 0.43 | $ | (11.40 | ) | ||||
Diluted earnings (loss) per common share | $ | 0.63 | $ | (0.16 | ) | $ | 0.4 | $ | (11.40 | ) | ||||
Fair_Value_Measurements_Tables
Fair Value Measurements (Tables) | 12 Months Ended | ||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||
Fair Value Measurements | |||||||||||||||||||
Schedule of carrying amount and estimated fair values of financial instruments | The carrying amounts and estimated fair values by input level of the Company's financial instruments during the years ended December 31, 2014 and 2013 are as follows (in thousands): | ||||||||||||||||||
December 31, 2014 | |||||||||||||||||||
Carrying | Fair Value | Level 1 | Level 2 | Level 3 | |||||||||||||||
Amount | |||||||||||||||||||
Financial assets: | |||||||||||||||||||
Cash and cash equivalents | $ | 208,673 | $ | 208,673 | $ | 208,673 | $ | — | $ | — | |||||||||
Financial liabilities: | |||||||||||||||||||
Long-term debt | |||||||||||||||||||
Senior secured credit facility | 806,444 | 799,556 | 714,556 | 85,000 | — | ||||||||||||||
Senior unsecured notes | 300,000 | 276,000 | 276,000 | — | — | ||||||||||||||
Other long-term obligations | 154,189 | 154,189 | — | 135,000 | 19,189 | ||||||||||||||
December 31, 2013 | |||||||||||||||||||
Carrying | Fair Value | Level 1 | Level 2 | Level 3 | |||||||||||||||
Amount | |||||||||||||||||||
Financial assets: | |||||||||||||||||||
Cash and cash equivalents | $ | 292,995 | $ | 292,995 | $ | 292,995 | $ | — | $ | — | |||||||||
Financial liabilities: | |||||||||||||||||||
Long-term debt | |||||||||||||||||||
Senior secured credit facility | 748,777 | 748,150 | 748,150 | — | — | ||||||||||||||
Senior unsecured notes | 300,000 | 297,000 | 297,000 | — | — | ||||||||||||||
Schedule of the assets measured at fair value on a nonrecurring basis | The following tables set forth the assets measured at fair value on a non-recurring basis during the years ended December 31, 2014 and 2013 (in thousands): | ||||||||||||||||||
Balance Sheet Location | Level 1 | Level 2 | Level 3 | Balance at | Total Reduction | ||||||||||||||
December 31, | in Fair Value | ||||||||||||||||||
2014 Total | Recorded during | ||||||||||||||||||
the year ended | |||||||||||||||||||
December 31, | |||||||||||||||||||
2014 | |||||||||||||||||||
Assets: | |||||||||||||||||||
Goodwill | Goodwill | $ | — | $ | — | $ | 32,122 | $ | 32,122 | $ | (212,193 | ) | |||||||
Intangible assets | Other intangible assets | — | — | 121,536 | 121,536 | (104,336 | ) | ||||||||||||
Long-lived assets | Other assets | — | — | 300 | 300 | (4,560 | ) | ||||||||||||
| | | | | | | | | | | | | | | | | | | |
$ | (321,089 | ) | |||||||||||||||||
| | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | |
Balance Sheet Location | Level 1 | Level 2 | Level 3 | Balance at | Total Reduction | ||||||||||||||
December 31, | in Fair Value | ||||||||||||||||||
2013 Total | Recorded during | ||||||||||||||||||
the year ended | |||||||||||||||||||
December 31, | |||||||||||||||||||
2013 | |||||||||||||||||||
Assets: | |||||||||||||||||||
Goodwill | Goodwill | $ | — | $ | — | $ | 136,975 | $ | 136,975 | $ | (807,464 | ) | |||||||
Intangible assets | Other intangible assets | — | — | 234,819 | 234,819 | (322,753 | ) | ||||||||||||
Long-lived assets | Other assets | — | 6,452 | — | 6,452 | (2,200 | ) | ||||||||||||
| | | | | | | | | | | | | | | | | | | |
$ | (1,132,417 | ) | |||||||||||||||||
| | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | |
Business_and_Basis_of_Presenta1
Business and Basis of Presentation (Details) | 12 Months Ended |
Dec. 31, 2014 | |
item | |
facility | |
jurisdiction | |
Business and Basis of Presentation | |
Number of facilities the entity owned, managed, or had ownership interests in | 26 |
Number of jurisdictions in which the entity operates | 17 |
Number of new gaming properties | 4 |
Period for opening new gaming properties | 3 years |
SpinOff_of_Real_Estate_Assets_2
Spin-Off of Real Estate Assets through a Real Estate Investment Trust (Details) (USD $) | 0 Months Ended | 3 Months Ended | 12 Months Ended | ||||||
Nov. 01, 2013 | Oct. 30, 2013 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Option | |||||||||
Spin-Off of Real Estate Assets through a Real Estate Investment Trust | |||||||||
Number of shares of common stock that were issued to the holders of common stock and Series C convertible preferred stock | 1 | ||||||||
Number of shares of Series C preferred stock entitled by one share of common stock on the record date | 0.001 | ||||||||
Percentage of common stock required to be owned by Carlino Group to qualify as a real estate investment trust | 9.90% | ||||||||
Assets and liabilities contributed to GLPI | |||||||||
Cash and cash equivalents | $240,202,000 | $240,202,000 | |||||||
Current deferred income tax assets | 6,157,000 | ||||||||
Other current assets | 3,116,000 | ||||||||
Property and equipment, net | 2,114,838,000 | ||||||||
Goodwill | 75,521,000 | ||||||||
Other intangible assets | 9,577,000 | ||||||||
Debt issuance costs | 39,862,000 | ||||||||
Other assets | 36,378,000 | ||||||||
Accounts payable and accrued expenses | -16,055,000 | ||||||||
Income taxes | -5,296,000 | ||||||||
Other current liabilities | -12,312,000 | ||||||||
Long-term debt | -2,350,000,000 | -2,350,000,000 | |||||||
Deferred income tax liabilities | -10,840,000 | ||||||||
Net contribution | 131,148,000 | ||||||||
Period of the Master Lease agreement | 15 years | ||||||||
Number of lease renewal options | 4 | ||||||||
Term of lease renewal options | 5 years | ||||||||
Decrease to shareholders' equity | 121,000 | -131,148,000 | |||||||
Transaction costs | $14,100,000 | $8,900,000 | $3,500,000 | $2,300,000 | $900,000 | $28,800,000 | $7,100,000 |
Summary_of_Significant_Account3
Summary of Significant Accounting Policies (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Concentration of Credit Risk | ||
Receivables | $41,618,000 | $52,538,000 |
Amount of tax obligations that will be reimbursed by GLPI | 6,500,000 | |
Casino Rama | ||
Concentration of Credit Risk | ||
Receivables | 10,300,000 | |
Accounts Receivable | Hollywood Casino at Charles Town Races | ||
Concentration of Credit Risk | ||
Receivables | 4,600,000 | 4,800,000 |
Accounts Receivable | Casino Rama | ||
Concentration of Credit Risk | ||
Receivables | 6,800,000 | |
Accounts Receivable | Hollywood Casino at Penn National Race Course | ||
Concentration of Credit Risk | ||
Receivables | 2,900,000 | 2,500,000 |
Accounts Receivable | Kansas | ||
Concentration of Credit Risk | ||
Receivables | 2,900,000 | 3,300,000 |
Accounts Receivable | Approved casino customers | ||
Concentration of Credit Risk | ||
Markers issued to customers | $4,900,000 | $4,300,000 |
Summary_of_Significant_Account4
Summary of Significant Accounting Policies (Details 2) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
item | |||
Goodwill and Other Intangible Assets | |||
Goodwill | $277,582 | $492,398 | $1,380,689 |
Other intangible assets | $370,562 | $359,648 | |
Goodwill as a percentage of total assets | 12.40% | ||
Other intangible assets as a percentage of total assets | 16.60% | ||
Number of issues that arise with respect to assets that require significant management estimates and judgment | 2 | ||
Land Improvements | |||
Estimated useful lives of property and equipment | |||
Useful lives | 15 years | ||
Building and Building Improvements | Minimum | |||
Estimated useful lives of property and equipment | |||
Useful lives | 5 years | ||
Building and Building Improvements | Maximum | |||
Estimated useful lives of property and equipment | |||
Useful lives | 31 years | ||
Furniture, Fixtures and Equipment | Minimum | |||
Estimated useful lives of property and equipment | |||
Useful lives | 3 years | ||
Furniture, Fixtures and Equipment | Maximum | |||
Estimated useful lives of property and equipment | |||
Useful lives | 31 years |
Summary_of_Significant_Account5
Summary of Significant Accounting Policies (Details 3) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Other comprehensive income (loss): | |||
Balance at the beginning of the period | $383 | $3,022 | |
Foreign currency translation adjustment | -1,665 | -1,245 | 425 |
Unrealized holding losses on corporate debt securities | -98 | 279 | |
Realized gain on redemption of corporate debt securities (loss) | -1,296 | ||
Balance at the end of the period | -1,282 | 383 | 3,022 |
Foreign currency | |||
Other comprehensive income (loss): | |||
Balance at the beginning of the period | 383 | 1,628 | |
Foreign currency translation adjustment | -1,665 | -1,245 | |
Balance at the end of the period | -1,282 | 383 | |
Available for sale securities | |||
Other comprehensive income (loss): | |||
Balance at the beginning of the period | 1,394 | ||
Unrealized holding losses on corporate debt securities | -98 | ||
Realized gain on redemption of corporate debt securities (loss) | ($1,296) |
Summary_of_Significant_Account6
Summary of Significant Accounting Policies (Details 4) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Revenue recognition | |||
Promotional allowances | $150,319,000 | $170,639,000 | $144,740,000 |
Cost of complimentary services | 61,330,000 | 68,776,000 | 61,210,000 |
Gaming and Racing Taxes | |||
Gaming expense | 890,000,000 | 1,020,000,000 | 1,070,000,000 |
Rooms | |||
Revenue recognition | |||
Promotional allowances | 33,513,000 | 36,132,000 | 26,612,000 |
Cost of complimentary services | 10,559,000 | 12,565,000 | 9,814,000 |
Food and Beverage | |||
Revenue recognition | |||
Promotional allowances | 106,936,000 | 123,263,000 | 108,250,000 |
Cost of complimentary services | 45,629,000 | 50,842,000 | 44,383,000 |
Other | |||
Revenue recognition | |||
Promotional allowances | 9,870,000 | 11,244,000 | 9,878,000 |
Cost of complimentary services | $5,142,000 | $5,369,000 | $7,013,000 |
Summary_of_Significant_Account7
Summary of Significant Accounting Policies (Details 6) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Net income loss available to common stockholders | |||||||||||
Net income | ($250,407,000) | $8,499,000 | $4,176,000 | $4,537,000 | ($888,747,000) | $41,317,000 | ($12,180,000) | $65,271,000 | ($233,195,000) | ($794,339,000) | $211,971,000 |
Net income applicable to preferred stock | 41,023,000 | ||||||||||
Net income applicable to common stock | -233,195,000 | -794,339,000 | 170,948,000 | ||||||||
Determination of shares: | |||||||||||
Weighted-average common shares outstanding (in shares) | 78,425,000 | 78,111,000 | 76,345,000 | ||||||||
Assumed conversion of dilutive employee stock-based awards (in shares) | 2,305,000 | ||||||||||
Assumed conversion of restricted stock (in shares) | 159,000 | ||||||||||
Assumed conversion of preferred stock (in shares) | 24,995,000 | ||||||||||
Diluted weighted-average common shares outstanding (in shares) | 103,804,000 | ||||||||||
Anti-dilutive securities, options to purchase shares outstanding | 6,633,622 | 7,316,713 | 1,693,500 | ||||||||
Calculation of basic EPS: | |||||||||||
Net (loss) income applicable to common stock | -233,195,000 | -794,339,000 | 170,948,000 | ||||||||
Weighted-average common shares outstanding (in shares) | 78,425,000 | 78,111,000 | 76,345,000 | ||||||||
Basic (loss) earnings per common share | ($3.18) | $0.10 | $0.05 | $0.05 | ($11.40) | $0.43 | ($0.16) | $0.68 | ($2.97) | ($10.17) | $2.24 |
Basic and Diluted EPS | ($2.97) | ($10.17) | |||||||||
Calculation of diluted EPS using if-converted method: | |||||||||||
Net (loss) income | -250,407,000 | 8,499,000 | 4,176,000 | 4,537,000 | -888,747,000 | 41,317,000 | -12,180,000 | 65,271,000 | -233,195,000 | -794,339,000 | 211,971,000 |
Diluted weighted-average common shares outstanding | 103,804,000 | ||||||||||
Diluted (loss) earnings per common share | ($3.18) | $0.10 | $0.05 | $0.05 | ($11.40) | $0.40 | ($0.16) | $0.63 | ($2.97) | ($10.17) | $2.04 |
Series C Preferred Stock | |||||||||||
Earnings Per Share | |||||||||||
Preferred stock , shares outstanding | 8,624 | 8,624 | 8,624 | 8,624 | |||||||
Series B Preferred Stock | |||||||||||
Earnings Per Share | |||||||||||
Preferred stock , shares outstanding | 12,275 | ||||||||||
Series B Preferred Stock | Common stock price less than $45 | |||||||||||
Determination of shares: | |||||||||||
Common stock price (in dollars per share) | $45 | $45 | |||||||||
Increase in diluted weighted-average common shares outstanding | 26,777,778 | ||||||||||
Series B Preferred Stock | Common stock price between $45 and $67 | |||||||||||
Determination of shares: | |||||||||||
Aggregate liquidation preference of preferred stock | $1,205,000,000 | $1,205,000,000 | |||||||||
Series B Preferred Stock | Common stock price between $45 and $67 | Minimum | |||||||||||
Determination of shares: | |||||||||||
Common stock price (in dollars per share) | $45 | $45 | |||||||||
Increase in diluted weighted-average common shares outstanding | 17,985,075 | ||||||||||
Series B Preferred Stock | Common stock price between $45 and $67 | Maximum | |||||||||||
Determination of shares: | |||||||||||
Common stock price (in dollars per share) | $67 | $67 | |||||||||
Increase in diluted weighted-average common shares outstanding | 26,777,778 | ||||||||||
Series B Preferred Stock | Common stock price more than $67 | |||||||||||
Determination of shares: | |||||||||||
Common stock price (in dollars per share) | $67 | $67 | |||||||||
Increase in diluted weighted-average common shares outstanding | 17,985,075 |
Summary_of_Significant_Account8
Summary of Significant Accounting Policies (Details 6) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Net income loss available to common stockholders | |||||||||||
Net income | ($250,407,000) | $8,499,000 | $4,176,000 | $4,537,000 | ($888,747,000) | $41,317,000 | ($12,180,000) | $65,271,000 | ($233,195,000) | ($794,339,000) | $211,971,000 |
Net income applicable to preferred stock | 41,023,000 | ||||||||||
Net income applicable to common stock | -233,195,000 | -794,339,000 | 170,948,000 | ||||||||
Determination of shares: | |||||||||||
Weighted-average common shares outstanding (in shares) | 78,425,000 | 78,111,000 | 76,345,000 | ||||||||
Assumed conversion of dilutive employee stock-based awards (in shares) | 2,305,000 | ||||||||||
Assumed conversion of restricted stock (in shares) | 159,000 | ||||||||||
Assumed conversion of preferred stock (in shares) | 24,995,000 | ||||||||||
Diluted weighted-average common shares outstanding (in shares) | 103,804,000 | ||||||||||
Anti-dilutive securities, options to purchase shares outstanding | 6,633,622 | 7,316,713 | 1,693,500 | ||||||||
Calculation of basic EPS: | |||||||||||
Net (loss) income applicable to common stock | -233,195,000 | -794,339,000 | 170,948,000 | ||||||||
Weighted-average common shares outstanding (in shares) | 78,425,000 | 78,111,000 | 76,345,000 | ||||||||
Basic (loss) earnings per common share | ($3.18) | $0.10 | $0.05 | $0.05 | ($11.40) | $0.43 | ($0.16) | $0.68 | ($2.97) | ($10.17) | $2.24 |
Basic and Diluted EPS | ($2.97) | ($10.17) | |||||||||
Calculation of diluted EPS using if-converted method: | |||||||||||
Net (loss) income | -250,407,000 | 8,499,000 | 4,176,000 | 4,537,000 | -888,747,000 | 41,317,000 | -12,180,000 | 65,271,000 | -233,195,000 | -794,339,000 | 211,971,000 |
Diluted weighted-average common shares outstanding | 103,804,000 | ||||||||||
Diluted (loss) earnings per common share | ($3.18) | $0.10 | $0.05 | $0.05 | ($11.40) | $0.40 | ($0.16) | $0.63 | ($2.97) | ($10.17) | $2.04 |
Series C Preferred Stock | |||||||||||
Earnings Per Share | |||||||||||
Preferred stock , shares outstanding | 8,624 | 8,624 | 8,624 | 8,624 | |||||||
Series B Preferred Stock | |||||||||||
Earnings Per Share | |||||||||||
Preferred stock , shares outstanding | 12,275 | ||||||||||
Series B Preferred Stock | Common stock price less than $45 | |||||||||||
Determination of shares: | |||||||||||
Common stock price (in dollars per share) | $45 | $45 | |||||||||
Increase in diluted weighted-average common shares outstanding | 26,777,778 | ||||||||||
Series B Preferred Stock | Common stock price between $45 and $67 | |||||||||||
Determination of shares: | |||||||||||
Aggregate liquidation preference of preferred stock | $1,205,000,000 | $1,205,000,000 | |||||||||
Series B Preferred Stock | Common stock price between $45 and $67 | Minimum | |||||||||||
Determination of shares: | |||||||||||
Common stock price (in dollars per share) | $45 | $45 | |||||||||
Increase in diluted weighted-average common shares outstanding | 17,985,075 | ||||||||||
Series B Preferred Stock | Common stock price between $45 and $67 | Maximum | |||||||||||
Determination of shares: | |||||||||||
Common stock price (in dollars per share) | $67 | $67 | |||||||||
Increase in diluted weighted-average common shares outstanding | 26,777,778 | ||||||||||
Series B Preferred Stock | Common stock price more than $67 | |||||||||||
Determination of shares: | |||||||||||
Common stock price (in dollars per share) | $67 | $67 | |||||||||
Increase in diluted weighted-average common shares outstanding | 17,985,075 |
Summary_of_Significant_Account9
Summary of Significant Accounting Policies (Details 7) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
facility | |||
Stock-based compensation costs | |||
Time period of historical volatility of stock used to estimate expected volatility | 5 years 5 months 12 days | ||
Expected dividend yield assumption (as a percent) | 0.00% | ||
Weighted-average assumptions used in the Black-Scholes option-pricing model | |||
Risk-free interest rate (as a percent) | 1.68% | 1.08% | 0.84% |
Expected volatility (as a percent) | 44.80% | 46.27% | 45.78% |
Weighted-average expected life | 5 years 5 months 12 days | 6 years 6 months 26 days | 6 years 7 months 21 days |
Certain Risks and Uncertainties | |||
Number of facilities in terms of net revenues that will face new significant competition in the near term | 2 | ||
Number of facilities located in Charles Town, West Virginia that will face new significant competition in the near term | 1 | ||
Number of facilities located in Grantville, Pennsylvania that will face new significant competition in the near term | 1 | ||
Kansas | |||
Segment Information | |||
Ownership interest in joint venture (as a percent) | 50.00% | ||
Cordish | |||
Segment Information | |||
Ownership interest in joint venture (as a percent) | 50.00% |
Acquisitions_and_Other_Recent_1
Acquisitions and Other Recent Business Ventures (Details) (USD $) | 12 Months Ended | 0 Months Ended | ||||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Mar. 28, 2014 | Nov. 02, 2012 | Apr. 05, 2013 | |
item | item | |||||
sqft | sqft | |||||
acre | ||||||
mi | ||||||
Acquisitions | ||||||
Preliminary purchase price allocated to goodwill | $277,582,000 | $492,398,000 | $1,380,689,000 | |||
Acquisition of businesses and gaming and other licenses | 118,678,000 | 73,000 | 709,450,000 | |||
Plainridge Racecourse | ||||||
Acquisitions | ||||||
Period for calculation of contingent purchase price consideration based on the annual earnings | 10 years | |||||
Period contingent purchase price consideration is due following first four fiscal quarters | 60 days | |||||
Fair value for contingent purchase price consideration | 19,200,000 | |||||
Preliminary purchase price allocated to land and buildings | 57,900,000 | |||||
Preliminary purchase price allocated to goodwill | 3,000,000 | |||||
Plainridge Park Casino Properties | ||||||
Acquisitions | ||||||
Number of gaming devices | 1,250 | |||||
Estimated value of Casino | 225,000,000 | |||||
Size of foot clubhouse (in square feet) | 55,000 | |||||
Acquisition of businesses and gaming and other licenses | 25,000,000 | |||||
Harrahs St Louis Gaming and Lodging Facility | ||||||
Acquisitions | ||||||
Size of property where facility is located (in acres) | 248 | |||||
Number of parking spaces | 4,600 | |||||
Percentage of voting interest to be acquired | 100.00% | |||||
Purchase price of the entity to be acquired | 615,200,000 | |||||
Cash acquired | 12,300,000 | |||||
Purchase price allocated to goodwill and other intangible assets | 386,500,000 | |||||
Purchase price allocated to property and equipment, net | 225,100,000 | |||||
Purchase price allocated to total current assets | 600,000 | |||||
Purchase price allocated to total current liabilities | 9,300,000 | |||||
Location of facility in distance from major metropolitan area (in miles) | 22 | |||||
Area of gaming space at facility (in square feet) | 645,270 | |||||
Number of slot machines at facility | 2,112 | |||||
Number of table games at facility | 57 | |||||
Number of poker tables at facility | 21 | |||||
Number of guestroom hotels at facility | 502 | |||||
Number of dining and entertainment venues, structured and surface parking at the facility | 9 | |||||
Definitive Agreement with Jamul Indian Village | ||||||
Acquisitions | ||||||
Size of property where facility is located (in acres) | 6 | |||||
Proposed facility development cost | 360,000,000 | |||||
Size of gaming and entertainment facility (in square feet) | 200,000 | |||||
Number of gaming devices | 1,700 | |||||
Number of table games | 43 | |||||
Number of parking spaces | 1,800 | |||||
Maximum conditional loan commitment | 400,000,000 | |||||
Anticipated funding under conditional loan commitment | 360,000,000 | |||||
Note receivable | 62,000,000 | 7,000,000 | ||||
Interest Receivable | $3,300,000 | $500,000 |
Investment_In_and_Advances_to_1
Investment In and Advances to Unconsolidated Affiliates (Details) (USD $) | 12 Months Ended | |||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Apr. 08, 2011 | |
Business ventures | ||||
Investment in and advances to unconsolidated affiliates | $179,551,000 | $193,331,000 | ||
Distributions of earnings from unconsolidated affiliates | 23,000,000 | 21,500,000 | 9,400,000 | |
Interest Expense | 45,982,000 | 97,092,000 | 81,440,000 | |
Kansas | ||||
Business ventures | ||||
Ownership interest in joint venture under agreement of sale (as a percent) | 50.00% | |||
Area of Casino (in square foot) | 244,791 | |||
Number of slot machines | 2,000 | |||
Number of table games | 40 | |||
Number of poker tables | 12 | |||
Number of space parking | 1,253 | |||
Cost of developing and constructing the facility, inclusive of licensing fees | 140,100,000 | |||
Investment in and advances to unconsolidated affiliates | 115,500,000 | 127,800,000 | ||
Funding for capital expenditure and other operating expenses | 39,100,000 | |||
Distributions of earnings from unconsolidated affiliates | 23,000,000 | 21,500,000 | 13,000,000 | |
Gross gaming revenue penalty (as a percent) | 1.00% | |||
Period following notification | 100 days | |||
Expense related to penalties | 600,000 | |||
Freehold Raceway | ||||
Business ventures | ||||
Ownership interest in joint venture under agreement of sale (as a percent) | 50.00% | |||
Size of foot grandstand (in square feet) | 117,715 | |||
MAXXAM | ||||
Business ventures | ||||
Ownership interest in joint venture under agreement of sale (as a percent) | 50.00% | 50.00% | ||
Loan provided to joint venture to cover development costs | $375,000,000 | |||
MAXXAM | Senior financing | ||||
Business ventures | ||||
Variable rate basis | LIBOR | |||
MAXXAM | Senior financing | Minimum | ||||
Business ventures | ||||
Basis points added to reference rate (as a percent) | 8.00% | |||
MAXXAM | Senior financing | Maximum | ||||
Business ventures | ||||
Basis points added to reference rate (as a percent) | 9.00% | |||
MAXXAM | Subordinated financing | ||||
Business ventures | ||||
Variable rate basis | LIBOR | |||
MAXXAM | Subordinated financing | Minimum | ||||
Business ventures | ||||
Basis points added to reference rate (as a percent) | 5.00% | |||
MAXXAM | Subordinated financing | Maximum | ||||
Business ventures | ||||
Basis points added to reference rate (as a percent) | 6.00% | |||
Sam Houston Race Park in Houston | ||||
Business ventures | ||||
Size of race park (in acres) | 168 | |||
Location of facility in distance from major metropolitan area (in miles) | 15 | |||
Valley Race Park in Harlingen | ||||
Business ventures | ||||
Size of race park (in acres) | 71 | |||
Size of dog racing and simulcasting facility (in square feet) | 118,216 | |||
Planned Racetrack in Laredo | ||||
Business ventures | ||||
Size of property for a planned development of racetrack (in acres) | 135 |
Property_and_Equipment_Details
Property and Equipment (Details) (USD $) | 3 Months Ended | 12 Months Ended | 3 Months Ended | |||
Jun. 30, 2014 | Dec. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Sep. 30, 2014 | |
item | item | item | ||||
Plant and equipment | ||||||
Property and equipment | $1,411,099,000 | $1,743,950,000 | $1,411,099,000 | |||
Less accumulated depreciation | -913,642,000 | -974,805,000 | -913,642,000 | |||
Property and equipment, net | 497,457,000 | 769,145,000 | 497,457,000 | |||
Increase (decrease) in property and equipment | 271,700,000 | |||||
Number of racetracks relocated | 2 | 2 | ||||
Depreciation expense | 167,600,000 | 282,200,000 | 244,500,000 | |||
Interest capitalized in connection with major construction projects | 900,000 | 1,400,000 | 8,400,000 | |||
Pre-tax other intangible asset impairment charge | 4,600,000 | 2,200,000 | 104,300,000 | |||
Other intangible asset impairment charge, net of taxes | 2,800,000 | |||||
Gaming and Leisure Properties Inc | ||||||
Plant and equipment | ||||||
Decreased in depreciation | 114,600,000 | |||||
Hollywood Gaming at Dayton Raceway And Mahoning Valley Race Course | ||||||
Plant and equipment | ||||||
Number of new facilities | 2 | |||||
Number of facilities under development in Ohio prior to the Spin-Off | 2 | |||||
Number of racetracks relocated | 2 | |||||
Contractual obligation, relocation fee | 75,000,000 | |||||
Discount Rate | 5.00% | |||||
Land and Land Improvements | ||||||
Plant and equipment | ||||||
Property and equipment | 14,714,000 | 42,350,000 | 14,714,000 | |||
Building and Building Improvements | ||||||
Plant and equipment | ||||||
Property and equipment | 156,443,000 | 173,043,000 | 156,443,000 | |||
Furniture, Fixtures and Equipment | ||||||
Plant and equipment | ||||||
Property and equipment | 1,190,252,000 | 1,213,143,000 | 1,190,252,000 | |||
Leasehold Improvements | ||||||
Plant and equipment | ||||||
Property and equipment | 24,301,000 | 246,047,000 | 24,301,000 | |||
Construction in Progress | ||||||
Plant and equipment | ||||||
Property and equipment | $25,389,000 | $69,367,000 | $25,389,000 |
Goodwill_and_Other_Intangible_2
Goodwill and Other Intangible Assets (Details) (USD $) | 3 Months Ended | 12 Months Ended | 3 Months Ended | ||||
Jun. 30, 2014 | Dec. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2014 | Nov. 01, 2013 | |
Reconciliation of goodwill and accumulated goodwill impairment losses | |||||||
Goodwill acquired | $3,052,000 | ||||||
Balance at the beginning of the period, Goodwill gross | 2,133,719,000 | 2,214,546,000 | |||||
Balance at the beginning of the period, Accumulated goodwill impairment losses | -1,641,321,000 | -833,857,000 | |||||
Goodwill, Beginning Balance | 492,398,000 | 1,380,689,000 | |||||
Goodwill impairment losses | -212,193,000 | -807,464,000 | |||||
Contribution of Hollywood Casino Baton Rouge to GLPI | -75,521,000 | ||||||
Other | -5,675,000 | -5,306,000 | |||||
Balance at the end of the period, Goodwill gross | 2,133,719,000 | 2,131,096,000 | 2,133,719,000 | 2,214,546,000 | 2,131,096,000 | ||
Balance at the end of the period, Accumulated goodwill impairment losses | -1,641,321,000 | -1,853,514,000 | -1,641,321,000 | -833,857,000 | -1,853,514,000 | ||
Goodwill, Ending Balance | 492,398,000 | 277,582,000 | 492,398,000 | 1,380,689,000 | 277,582,000 | ||
Intangible assets | |||||||
Indefinite-life intangible assets | 349,224,000 | 370,100,000 | 349,224,000 | 370,100,000 | |||
Finite-lived intangible assets, Accumulated Amortization | 66,190,000 | 76,613,000 | 66,190,000 | 76,613,000 | |||
Finite-lived intangible assets, Net Book Value | 462,000 | 462,000 | |||||
Intangible assets, Gross Carrying Value | 425,838,000 | 447,175,000 | 425,838,000 | 447,175,000 | |||
Intangible Assets, Net (Excluding Goodwill), Total | 359,648,000 | 370,562,000 | 359,648,000 | 370,562,000 | |||
Change in indefinite life intangible assets during the period | 10,900,000 | ||||||
Other intangible assets | 359,648,000 | 370,562,000 | 359,648,000 | 370,562,000 | |||
Pre-tax goodwill impairment charge | 212,193,000 | 807,464,000 | |||||
Intangible asset amortization expense | 11,400,000 | 16,100,000 | 800,000 | ||||
Other intangible asset impairment charge, pre-tax | 4,600,000 | 2,200,000 | 104,300,000 | ||||
Expected future amortization expense | |||||||
2016 | 33,000 | 33,000 | |||||
2017 | 66,000 | 66,000 | |||||
2018 | 66,000 | 66,000 | |||||
2019 | 66,000 | 66,000 | |||||
Thereafter | 231,000 | 231,000 | |||||
Finite-lived intangible assets, Net Book Value | 462,000 | 462,000 | |||||
Goodwill | 492,398,000 | 277,582,000 | 492,398,000 | 1,380,689,000 | 277,582,000 | ||
Other intangible assets | 359,648,000 | 370,562,000 | 359,648,000 | 370,562,000 | |||
Spinoff | |||||||
Reconciliation of goodwill and accumulated goodwill impairment losses | |||||||
Goodwill impairment losses | -738,800,000 | ||||||
Intangible assets | |||||||
Pre-tax goodwill impairment charge | 738,800,000 | ||||||
Hollywood Gaming at Dayton Raceway And Mahoning Valley Race Course | |||||||
Intangible assets | |||||||
Gaming license fee | 10,000,000 | 100,000,000 | 15,000,000 | ||||
Gaming license payable due one year from commencement of operations | 50,000,000 | 50,000,000 | |||||
Gaming license fee terms | 1 year | ||||||
Hollywood Gaming at Dayton Raceway | |||||||
Reconciliation of goodwill and accumulated goodwill impairment losses | |||||||
Goodwill, Ending Balance | 15,339,000 | 15,339,000 | |||||
Intangible assets | |||||||
Intangible Assets, Net (Excluding Goodwill), Total | 50,000,000 | 50,000,000 | |||||
Other intangible assets | 50,000,000 | 50,000,000 | |||||
Gaming license payable due one year from commencement of operations | 25,000,000 | 25,000,000 | |||||
Expected future amortization expense | |||||||
Goodwill | 15,339,000 | 15,339,000 | |||||
Other intangible assets | 50,000,000 | 50,000,000 | |||||
Mahoning Valley Race Course | |||||||
Intangible assets | |||||||
Intangible Assets, Net (Excluding Goodwill), Total | 50,000,000 | 50,000,000 | |||||
Other intangible assets | 50,000,000 | 50,000,000 | |||||
Gaming license payable due one year from commencement of operations | 25,000,000 | 25,000,000 | |||||
Expected future amortization expense | |||||||
Other intangible assets | 50,000,000 | 50,000,000 | |||||
Plainridge Park Casino Member | |||||||
Reconciliation of goodwill and accumulated goodwill impairment losses | |||||||
Goodwill, Ending Balance | 3,052,000 | 3,052,000 | |||||
Intangible assets | |||||||
Intangible Assets, Net (Excluding Goodwill), Total | 25,297,000 | 25,297,000 | |||||
Other intangible assets | 25,297,000 | 25,297,000 | |||||
Gaming license fee | 25,000,000 | ||||||
Expected future amortization expense | |||||||
Goodwill | 3,052,000 | 3,052,000 | |||||
Other intangible assets | 25,297,000 | 25,297,000 | |||||
Hollywood Casino St Louis | |||||||
Intangible assets | |||||||
Intangible Assets, Net (Excluding Goodwill), Total | 77,072,000 | 77,072,000 | |||||
Other intangible assets | 77,072,000 | 77,072,000 | |||||
Expected future amortization expense | |||||||
Other intangible assets | 77,072,000 | 77,072,000 | |||||
Argosy Casino Riverside | |||||||
Reconciliation of goodwill and accumulated goodwill impairment losses | |||||||
Goodwill, Ending Balance | 32,122,000 | 32,122,000 | |||||
Intangible assets | |||||||
Intangible Assets, Net (Excluding Goodwill), Total | 4,964,000 | 4,964,000 | |||||
Other intangible assets | 4,964,000 | 4,964,000 | |||||
Expected future amortization expense | |||||||
Goodwill | 32,122,000 | 32,122,000 | |||||
Other intangible assets | 4,964,000 | 4,964,000 | |||||
Zia Park Casino | |||||||
Reconciliation of goodwill and accumulated goodwill impairment losses | |||||||
Goodwill, Ending Balance | 144,171,000 | 144,171,000 | |||||
Expected future amortization expense | |||||||
Goodwill | 144,171,000 | 144,171,000 | |||||
Hollywood Casino Joliet | |||||||
Reconciliation of goodwill and accumulated goodwill impairment losses | |||||||
Goodwill, Ending Balance | 6,886,000 | 6,886,000 | |||||
Intangible assets | |||||||
Intangible Assets, Net (Excluding Goodwill), Total | 44,464,000 | 44,464,000 | |||||
Other intangible assets | 44,464,000 | 44,464,000 | |||||
Expected future amortization expense | |||||||
Goodwill | 6,886,000 | 6,886,000 | |||||
Other intangible assets | 44,464,000 | 44,464,000 | |||||
Hollywood Casino at Penn National Race Course | |||||||
Reconciliation of goodwill and accumulated goodwill impairment losses | |||||||
Goodwill, Ending Balance | 1,497,000 | 1,497,000 | |||||
Intangible assets | |||||||
Intangible Assets, Net (Excluding Goodwill), Total | 67,607,000 | 67,607,000 | |||||
Other intangible assets | 67,607,000 | 67,607,000 | |||||
Expected future amortization expense | |||||||
Goodwill | 1,497,000 | 1,497,000 | |||||
Other intangible assets | 67,607,000 | 67,607,000 | |||||
Hollywood Casino Lawrenceburg | |||||||
Intangible assets | |||||||
Intangible Assets, Net (Excluding Goodwill), Total | 50,000,000 | 50,000,000 | |||||
Other intangible assets | 50,000,000 | 50,000,000 | |||||
Expected future amortization expense | |||||||
Other intangible assets | 50,000,000 | 50,000,000 | |||||
Hollywood Casino Aurora | |||||||
Reconciliation of goodwill and accumulated goodwill impairment losses | |||||||
Goodwill, Ending Balance | 37,687,000 | 37,687,000 | |||||
Expected future amortization expense | |||||||
Goodwill | 37,687,000 | 37,687,000 | |||||
Argosy Casino Sioux City | |||||||
Reconciliation of goodwill and accumulated goodwill impairment losses | |||||||
Goodwill impairment losses | -68,700,000 | ||||||
Intangible assets | |||||||
Pre-tax goodwill impairment charge | 68,700,000 | ||||||
Other intangible asset impairment charge, pre-tax | 3,100,000 | ||||||
Other Reporting Units | |||||||
Reconciliation of goodwill and accumulated goodwill impairment losses | |||||||
Goodwill, Ending Balance | 5,158,000 | 5,158,000 | |||||
Intangible assets | |||||||
Intangible Assets, Net (Excluding Goodwill), Total | 1,158,000 | 1,158,000 | |||||
Other intangible assets | 1,158,000 | 1,158,000 | |||||
Expected future amortization expense | |||||||
Goodwill | 5,158,000 | 5,158,000 | |||||
Other intangible assets | 1,158,000 | 1,158,000 | |||||
Hollywood Casino Baton Rouge and Hollywood Casino Perryville | Spinoff | |||||||
Reconciliation of goodwill and accumulated goodwill impairment losses | |||||||
Goodwill, Beginning Balance | 75,500,000 | ||||||
Goodwill, Ending Balance | 75,500,000 | ||||||
Expected future amortization expense | |||||||
Goodwill | 75,500,000 | ||||||
Argosy Casino Sioux City Facility | |||||||
Reconciliation of goodwill and accumulated goodwill impairment losses | |||||||
Goodwill impairment losses | -68,700,000 | ||||||
Intangible assets | |||||||
Pre-tax goodwill impairment charge | 68,700,000 | ||||||
Boomtown Biloi Facility | |||||||
Reconciliation of goodwill and accumulated goodwill impairment losses | |||||||
Goodwill, Ending Balance | 22,365,000 | 22,365,000 | |||||
Expected future amortization expense | |||||||
Goodwill | 22,365,000 | 22,365,000 | |||||
Hollywood Casino Tunica | |||||||
Reconciliation of goodwill and accumulated goodwill impairment losses | |||||||
Goodwill, Ending Balance | 9,305,000 | 9,305,000 | |||||
Expected future amortization expense | |||||||
Goodwill | 9,305,000 | 9,305,000 | |||||
Argosy Casino Sioux City gaming license | Hollywood Casino Baton Rouge and Hollywood Casino Perryville | Spinoff | |||||||
Intangible assets | |||||||
Finite-lived intangible assets, Net Book Value | 9,600,000 | ||||||
Expected future amortization expense | |||||||
Finite-lived intangible assets, Net Book Value | 9,600,000 | ||||||
Argosy Casino Sioux City gaming license | Argosy Casino Sioux City Facility | |||||||
Intangible assets | |||||||
Finite-lived intangible assets, Gross Carrying Value | 20,949,000 | 20,949,000 | 20,949,000 | 20,949,000 | |||
Finite-lived intangible assets, Accumulated Amortization | 12,569,000 | 20,949,000 | 12,569,000 | 20,949,000 | |||
Finite-lived intangible assets, Net Book Value | 8,380,000 | 8,380,000 | |||||
Expected future amortization expense | |||||||
Finite-lived intangible assets, Net Book Value | 8,380,000 | 8,380,000 | |||||
Other Intangible Assets | |||||||
Intangible assets | |||||||
Finite-lived intangible assets, Gross Carrying Value | 55,665,000 | 56,126,000 | 55,665,000 | 56,126,000 | |||
Finite-lived intangible assets, Accumulated Amortization | 53,621,000 | 55,664,000 | 53,621,000 | 55,664,000 | |||
Finite-lived intangible assets, Net Book Value | 2,044,000 | 462,000 | 2,044,000 | 462,000 | |||
Expected future amortization expense | |||||||
Finite-lived intangible assets, Net Book Value | 2,044,000 | 462,000 | 2,044,000 | 462,000 | |||
Other Intangible Assets | Spinoff | |||||||
Intangible assets | |||||||
Other intangible asset impairment charge, pre-tax | $319,600,000 |
Investment_in_Corporate_Securi1
Investment in Corporate Securities (Details) (USD $) | 12 Months Ended |
In Thousands, unless otherwise specified | Dec. 31, 2013 |
Investment in Corporate Securities | |
Proceeds from finalization of bankruptcy proceedings | $6,870 |
Realized gain on finalization of bankruptcy proceedings | $1,516 |
Longterm_Debt_Details
Long-term Debt (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 | Oct. 30, 2013 |
In Thousands, unless otherwise specified | |||
Long-term Debt | |||
Debt | $1,261,888 | $1,052,015 | |
Less current maturities of long-term debt | -30,853 | -27,598 | |
Less discount on debt | -1,056 | -1,223 | |
Long-term debt, net of current maturities | 1,229,979 | 1,023,194 | |
Senior Secured Credit Facility | |||
Long-term Debt | |||
Debt | 807,500 | 750,000 | |
$300 million 5.875% senior unsecured notes due November 1, 2021 | |||
Long-term Debt | |||
Debt | 300,000 | 300,000 | 300,000 |
Debt instrument interest rate stated percentage | 5.88% | 5.88% | |
Other long-term obligations | |||
Long-term Debt | |||
Debt | 154,189 | ||
Capital leases | |||
Long-term Debt | |||
Debt | $199 | $2,015 |
Longterm_Debt_Details_2
Long-term Debt (Details 2) (USD $) | 0 Months Ended | 3 Months Ended | 12 Months Ended | 1 Months Ended | ||||
Nov. 01, 2013 | Oct. 30, 2013 | Dec. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Sep. 30, 2012 | Oct. 22, 2013 | |
Long-term Debt | ||||||||
Loss on early extinguishment of debt | $61,700,000 | $61,660,000 | ||||||
Debt | 1,052,015,000 | 1,261,888,000 | 1,052,015,000 | |||||
Debt raised by the GLPI which was part of the net assets contributed as part of the Spin-Off | 2,350,000,000 | 2,350,000,000 | ||||||
Interest expense | -45,982,000 | -97,092,000 | -81,440,000 | |||||
Proceeds from other long-term obligations | 10,000,000 | |||||||
Future minimum repayments of long-term debt | ||||||||
2015 | 30,853,000 | |||||||
2016 | 52,875,000 | |||||||
2017 | 66,002,000 | |||||||
2018 | 464,173,000 | |||||||
2019 | 17,351,000 | |||||||
Thereafter | 611,445,000 | |||||||
Total minimum payments | 1,242,699,000 | |||||||
Letters of credit outstanding | 22,100,000 | 23,000,000 | 22,100,000 | |||||
Available borrowing capacity | 477,900,000 | 392,000,000 | 477,900,000 | |||||
Revolving credit facility | ||||||||
Long-term Debt | ||||||||
Term of debt | 5 years | |||||||
Maximum borrowing capacity | 500,000,000 | |||||||
Term loan amount outstanding | 0 | 85,000,000 | 0 | |||||
Term Loan A Facility | ||||||||
Long-term Debt | ||||||||
Term of debt | 5 years | |||||||
Maximum borrowing capacity | 500,000,000 | |||||||
Interest rate, description | LIBOR | |||||||
Term loan amount outstanding | 500,000,000 | 475,000,000 | 500,000,000 | |||||
Term Loan B Facility | ||||||||
Long-term Debt | ||||||||
Term of debt | 7 years | |||||||
Maximum borrowing capacity | 250,000,000 | |||||||
Interest rate, description | LIBOR | |||||||
Interest rate added to the base rate (as a percent) | 2.50% | |||||||
Interest rate description floor rate (as a percent) | 0.75% | |||||||
Term loan amount outstanding | 250,000,000 | 247,500,000 | 250,000,000 | |||||
Senior Secured Credit Facility | ||||||||
Long-term Debt | ||||||||
Term loan amount outstanding | 807,500,000 | |||||||
Debt | 750,000,000 | 807,500,000 | 750,000,000 | |||||
Senior Unsecured 5.875% Percent Notes | ||||||||
Long-term Debt | ||||||||
Debt instrument interest rate stated percentage | 5.88% | |||||||
Variable Rate Term Loan B | ||||||||
Long-term Debt | ||||||||
Loss on early extinguishment of debt | 21,500,000 | |||||||
$325 million 8 3/4% senior subordinated notes due August 2019 | ||||||||
Long-term Debt | ||||||||
Loss on early extinguishment of debt | 40,200,000 | |||||||
Amount of debt extinguished | 325,000,000 | |||||||
Debt instrument interest rate stated percentage | 0.88% | 0.88% | ||||||
Debt issuance costs written-offs | 5,500,000 | |||||||
Call premium | 34,700,000 | |||||||
$300 million 5.875% senior unsecured notes due November 1, 2021 | ||||||||
Long-term Debt | ||||||||
Debt | 300,000,000 | 300,000,000 | 300,000,000 | 300,000,000 | ||||
Debt instrument interest rate stated percentage | 5.88% | 5.88% | ||||||
Percentage of principal amount at which the entity may redeem all or part of the notes (as a percent) | 100.00% | |||||||
Percentage of principal amount at which the entity may redeem notes from net proceeds raised in connection with an equity offering | 105.88% | |||||||
Period from completion of equity offering, during which notes can be redeemed | 180 days | |||||||
Percentage of notes originally issued remains outstanding | 60.00% | |||||||
Other long-term obligations | ||||||||
Long-term Debt | ||||||||
Loss on early extinguishment of debt | 3,800,000 | |||||||
Debt | 154,189,000 | |||||||
Other long term obligations | 154,200,000 | |||||||
Relocation fee payable upon opening of the facility | 7,500,000 | |||||||
Number of Semi-annual Payments | 18 | |||||||
Semiannual Payment Amount | 4,800,000 | |||||||
Effective yield | 5.00% | |||||||
Interest expense | 700,000 | -2,200,000 | ||||||
Proceeds from other long-term obligations | 10,000,000 | |||||||
Principal amount | 16,000,000 | |||||||
Fair value for contingent purchase price consideration | 18,500,000 | |||||||
Hollywood Gaming at Dayton Raceway And Mahoning Valley Race Course | ||||||||
Long-term Debt | ||||||||
Other long term obligations | 135,000,000 | |||||||
Plainridge Racecourse | ||||||||
Long-term Debt | ||||||||
Other long term obligations | 19,200,000 | |||||||
Fair value for contingent purchase price consideration | $19,200,000 | |||||||
Minimum | Term Loan A Facility | ||||||||
Long-term Debt | ||||||||
Interest rate added to the base rate (as a percent) | 1.25% | |||||||
Maximum | Term Loan A Facility | ||||||||
Long-term Debt | ||||||||
Interest rate added to the base rate (as a percent) | 2.75% |
Commitments_and_Contingencies_1
Commitments and Contingencies (Details) (USD $) | 0 Months Ended | 12 Months Ended | 3 Months Ended | 12 Months Ended | 0 Months Ended | ||||
Nov. 01, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2012 | Nov. 01, 2014 | |
Option | |||||||||
Operating Leased Assets [Line Items] | |||||||||
Total rental expense | $421,388,000 | $69,502,000 | |||||||
Number of lease renewal options | 4 | ||||||||
Term of lease renewal options | 5 years | ||||||||
Future minimum lease commitments relating to the base lease rent portion of noncancelable operating leases | |||||||||
2015 | 397,266,000 | 397,266,000 | |||||||
2016 | 396,236,000 | 396,236,000 | |||||||
2017 | 395,284,000 | 395,284,000 | |||||||
2018 | 386,733,000 | 386,733,000 | |||||||
2019 | 344,729,000 | 344,729,000 | |||||||
Thereafter | 3,047,430,000 | 3,047,430,000 | |||||||
Total | 4,967,678,000 | 4,967,678,000 | |||||||
Capital Expenditure Commitments | |||||||||
Capital expenditures under current construction program for 2015 | 121,900,000 | 121,900,000 | |||||||
Contractual commitment to spend on capital expenditures | 18,300,000 | 18,300,000 | |||||||
Purchase obligations | |||||||||
Obligations to purchase various goods and services | 44,400,000 | 44,400,000 | |||||||
Obligations to be incurred in 2015 | 33,600,000 | 33,600,000 | |||||||
Master Lease Agreement | |||||||||
Operating Leased Assets [Line Items] | |||||||||
Total rental expense | 421,400,000 | 69,500,000 | 107,800,000 | 104,600,000 | 104,600,000 | 104,300,000 | |||
Number of lease renewal options | 4 | ||||||||
Useful life of barged-based facility | 80.00% | ||||||||
Term of lease renewal options | 5 years | ||||||||
Initial term of lease | 15 years | 15 years | |||||||
Future minimum lease commitments relating to the base lease rent portion of noncancelable operating leases | |||||||||
2015 | 392,701,000 | 392,701,000 | |||||||
2016 | 392,701,000 | 392,701,000 | |||||||
2017 | 392,701,000 | 392,701,000 | |||||||
2018 | 384,451,000 | 384,451,000 | |||||||
2019 | 343,200,000 | 343,200,000 | |||||||
Thereafter | 3,031,599,000 | 3,031,599,000 | |||||||
Total | 4,937,353,000 | 4,937,353,000 | |||||||
Master Lease Agreement | Maximum | |||||||||
Operating Leased Assets [Line Items] | |||||||||
Number of lease renewal options | 4 | ||||||||
Master Lease Agreement | Facilities Held Under Leases | |||||||||
Operating Leased Assets [Line Items] | |||||||||
Annual escalator in fixed component of rent structure, if certain rent coverage ratio thresholds are met (as a percent) | 2.00% | ||||||||
Period over which operating lease component is adjusted | 5 years | 5 years | |||||||
Adjustment to operating lease component as percentage of the average change to net revenues during preceding five years | 4.00% | 4.00% | |||||||
Adjustment to operating lease component as percentage of the average change to net revenues during preceding month | 20.00% | ||||||||
Increase In Annual Rental Expense | 19,000,000 | ||||||||
Real Estate Construction Costs Paid In Percentage | 10.00% | ||||||||
Term of lease renewal options | 5 years | ||||||||
Master Lease Agreement | Hollywood Casinos in Columbus, Ohio and Toledo, Ohio | |||||||||
Operating Leased Assets [Line Items] | |||||||||
Adjustment to operating lease component as percentage of the average change to net revenues during preceding month | 20.00% | ||||||||
Other Lease Agreements | |||||||||
Operating Leased Assets [Line Items] | |||||||||
Total rental expense | 34,000,000 | 37,100,000 | 38,000,000 | ||||||
Future minimum lease commitments relating to the base lease rent portion of noncancelable operating leases | |||||||||
2015 | 4,565,000 | 4,565,000 | |||||||
2016 | 3,535,000 | 3,535,000 | |||||||
2017 | 2,583,000 | 2,583,000 | |||||||
2018 | 2,282,000 | 2,282,000 | |||||||
2019 | 1,529,000 | 1,529,000 | |||||||
Thereafter | 15,831,000 | 15,831,000 | |||||||
Total | 30,325,000 | 30,325,000 | |||||||
Master Lease Agreement And Argosy Casino Sioux City Member | |||||||||
Operating Leased Assets [Line Items] | |||||||||
Increase In Annual Rental Expense | $3,200,000 |
Commitments_and_Contingencies_2
Commitments and Contingencies (Details 2) (USD $) | 1 Months Ended | 4 Months Ended | 12 Months Ended | ||
In Millions, unless otherwise specified | Feb. 28, 2014 | Dec. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
plan | |||||
employee | |||||
Labor Agreements | |||||
Agreements with Sports Arena Employees Ratification Period | 3 years | ||||
Number of employees under Seafarers Entertainment and Allied Trade Union agreement | 1,280 | ||||
Number of employees under Hotel Employees and Restaurant Employees Union Local 1 agreement | 191 | ||||
Number of employees under United Steel Workers | 1,321 | ||||
Term | 10 years | ||||
Profit sharing plan under the provisions of Section 401(k) | |||||
Employer's discretionary match contribution up to a maximum of 6% of eligible employee compensation (as a percent) | 50.00% | ||||
Maximum percentage of eligible employee compensation eligible for discretionary employer match contribution | 6.00% | ||||
Matching contributions for the profit-sharing plan | $4.70 | $4.60 | $3.70 | ||
Defined contribution plan, the Charles Town Races Future Service Retirement Plan | |||||
Matching contribution as a percentage of the daily mutual handle | 0.25% | ||||
Matching contribution as a percentage of net video lottery revenue up to a base | 1.00% | ||||
Matching contribution as a percentage of table revenue after the base is met | 0.50% | ||||
Matching contribution as a percentage of poker revenue after the base is met | 0.84% | ||||
Number of plans for which matching contribution is made | 2 | ||||
Contributions for the two plans at Hollywood Casino at Charles Town Races | 3 | 3.6 | 3.9 | ||
Non-qualified deferred compensation plan | |||||
Vesting period for matching contribution by employer under the plan (in years) | 5 years | ||||
Employer's matching contributions for the non-qualified deferred compensation plan | 1.9 | 2.3 | 2.7 | ||
Deferred compensation liability, which was included in other current liabilities | $61.40 | $61.40 | $53.70 | ||
Total Number of Employees | Unionized Employees | |||||
Labor Agreements | |||||
Threshold number of employees under agreement for separate disclosure of unions | 85 |
Income_Taxes_Details
Income Taxes (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Deferred tax assets: | ||
Stock-based compensation expense | $44,607,000 | $51,045,000 |
Accrued expenses | 57,785,000 | 57,387,000 |
Intangibles | 142,591,000 | 43,204,000 |
Deferred tax assets resulting from unrecognized tax benefits | 11,365,000 | 10,817,000 |
Net operating losses | 11,941,000 | 4,690,000 |
Accumulated other comprehensive loss | 592,000 | 1,863,000 |
Gross deferred tax assets | 268,881,000 | 169,006,000 |
Less valuation allowance | -6,851,000 | -3,664,000 |
Net deferred tax assets | 262,030,000 | 165,342,000 |
Deferred tax liabilities: | ||
Property, plant and equipment | -123,108,000 | -102,379,000 |
Investments in unconsolidated affiliates | -4,276,000 | -5,782,000 |
Net deferred tax liabilities | -127,384,000 | -108,161,000 |
Net: | 134,646,000 | 57,181,000 |
Reflected on consolidated balance sheets: | ||
Current deferred tax assets, net | 55,579,000 | 71,093,000 |
Noncurrent deferred tax assets (liabilities), net | 79,067,000 | -13,912,000 |
Net: | 134,646,000 | 57,181,000 |
Operating loss carryforwards | ||
Tax benefit associated with net operating loss carryforwards | 11,941,000 | 4,690,000 |
Tax Credit Carryforward, Valuation Allowance | 2,400,000 | |
Increased of valuation allowance | 3,200,000 | |
State and Local | ||
Deferred tax assets: | ||
Net operating losses | 9,600,000 | |
Operating loss carryforwards | ||
Net operating loss carryforwards | 184,600,000 | |
Tax benefit associated with net operating loss carryforwards | 9,600,000 | |
Valuation allowance recorded to reflect the net operating losses which are not presently expected to be realized | 4,500,000 | |
State and Local | Subsidiaries | ||
Operating loss carryforwards | ||
Gross state net operating loss carryforwards for which no benefit has been recorded as they are attributable to uncertain tax positions | 916,600,000 | |
Unrecognized tax benefits attributable to the net operating losses | 55,700,000 | |
Increase to equity in the event of any benefit from realization of net operating losses | $11,500,000 |
Income_Taxes_Details_2
Income Taxes (Details 2) (USD $) | 3 Months Ended | 12 Months Ended | ||||
Dec. 31, 2014 | Jun. 30, 2014 | Dec. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Income Taxes | ||||||
Goodwill and other intangible impairment charge | $316,500,000 | |||||
Pre-tax goodwill impairment charge | 212,193,000 | 807,464,000 | ||||
Pre-tax other intangible asset impairment charge | 4,600,000 | 2,200,000 | 104,300,000 | |||
Period of cumulative pre-tax loss position | 3 years | |||||
Deferred Tax Assets, Net of Valuation Allowance | 262,030,000 | 165,342,000 | 262,030,000 | 165,342,000 | ||
Reduction of valuation allowance | -3,200,000 | |||||
Current tax expense (benefit) | ||||||
Federal | 17,413,000 | 96,537,000 | 96,490,000 | |||
State | 8,764,000 | 2,200,000 | 14,448,000 | |||
Foreign | 7,515,000 | 4,708,000 | -3,366,000 | |||
Total current | 33,692,000 | 103,445,000 | 107,572,000 | |||
Deferred tax (benefit) expense | ||||||
Federal | -56,125,000 | -207,337,000 | 44,874,000 | |||
State | -16,153,000 | -17,646,000 | 109,000 | |||
Total deferred | -72,278,000 | -224,983,000 | 44,983,000 | |||
Total income tax (benefit) provision | -38,586,000 | -121,538,000 | 152,555,000 | |||
Percent of pretax (loss) income | ||||||
Federal taxes (as a percent) | 35.00% | 35.00% | 35.00% | |||
State and local income taxes (as a percent) | 0.80% | 1.10% | 1.40% | |||
Permanent differences (as a percent) | -20.90% | -22.70% | 5.30% | |||
Foreign (as a percent) | -1.60% | -0.10% | 0.20% | |||
Other miscellaneous items (as a percent) | 0.90% | 0.00% | -0.10% | |||
Actual effective income tax rate (as a percent) | 14.20% | 13.30% | 41.80% | |||
Amount based upon pretax (loss) income | ||||||
Federal taxes | -95,123,000 | -320,557,000 | 127,584,000 | |||
State and local income taxes | -2,288,000 | -9,677,000 | 5,044,000 | |||
Permanent differences | 56,886,000 | 207,928,000 | 19,223,000 | |||
Foreign | 4,356,000 | 1,200,000 | 886,000 | |||
Other miscellaneous items | -2,417,000 | -432,000 | -182,000 | |||
Total income tax (benefit) provision | -38,586,000 | -121,538,000 | 152,555,000 | |||
Reconciliation of liability for unrecognized tax benefits | ||||||
Balance at the beginning of the period | 19,966,000 | 20,393,000 | ||||
Additions based on current year positions | 6,016,000 | 5,875,000 | ||||
Additions based on prior year positions | 5,202,000 | 1,056,000 | ||||
Payments made on account | -12,131,000 | |||||
Decreases due to settlements and/or reduction in reserve | -8,385,000 | -5,536,000 | ||||
Currency translation adjustments | -2,480,000 | -1,822,000 | ||||
Balance at the end of the period | $8,188,000 | $19,966,000 | $8,188,000 | $19,966,000 | $20,393,000 |
Income_Taxes_Details_3
Income Taxes (Details 3) (USD $) | 12 Months Ended | |
In Millions, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 |
Income Taxes | ||
Tax reserves related to current year uncertain tax positions | $6 | |
Tax reserves related to prior year uncertain tax positions | 5.2 | |
Accrued interest related to prior year uncertain tax positions | 8 | |
Previously recorded tax reserves for uncertain tax positions that have settled and/or closed | 0.4 | |
Net tax expense in connection with uncertain tax positions | 2.3 | |
Tax positions that, if reversed, would affect the effective tax rate | 11.5 | 21.3 |
Currency translation gains (losses) for foreign currency tax positions | 2.5 | 1.8 |
Interest and penalties recognized, net of deferred taxes | 1.2 | 0.7 |
Reductions in previously accrued interest and penalties | 0.3 | |
Prepaid Taxes | $32.30 | $39.40 |
Shareholders_Equity_Details
Shareholders' Equity (Details) (USD $) | 0 Months Ended | 12 Months Ended | 0 Months Ended | 12 Months Ended | 1 Months Ended | ||||
Jul. 03, 2008 | Jun. 15, 2007 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Oct. 11, 2013 | Oct. 30, 2008 | Dec. 31, 2010 | Feb. 28, 2013 | |
Preferred equity investment | |||||||||
Consideration that the shareholders would have received under merger agreement before termination (in dollars per share) | $67 | ||||||||
Total consideration from the termination of the Merger Agreement | $1,475,000,000 | ||||||||
Non-refundable cash termination fee from the termination of the Merger Agreement | 225,000,000 | ||||||||
Investment in preferred equity from the termination of the Merger Agreement | 1,250,000,000 | ||||||||
Repurchase value of preferred stock | 649,518,000 | ||||||||
Changes in each class of the Company's Preferred Stock | |||||||||
Changes in the Company's outstanding Preferred Stock | 0 | 0 | |||||||
Affiliates of Fortress Centerbridge and W F Investment Holdings | |||||||||
Preferred equity investment | |||||||||
Exchange agreement amount paid | 649,500,000 | ||||||||
Maximum | Affiliate of Fortress Investment Group LLC | |||||||||
Preferred equity investment | |||||||||
Ownership interest in Spin-Off entity (as a percent) | 9.90% | ||||||||
Series B Preferred Stock | |||||||||
Preferred equity investment | |||||||||
Issuance of preferred stock (in shares) | 12,500 | ||||||||
Repurchase of Preferred Stock (in shares) | 6,498 | 225 | |||||||
Repurchase value of preferred stock | $11,200,000 | ||||||||
Changes in each class of the Company's Preferred Stock | |||||||||
Shares outstanding at the beginning of the period | 12,275 | ||||||||
Repurchase of Preferred Stock (in shares) | -6,498 | -225 | |||||||
Impact of exchange transaction | -5,777 | ||||||||
Series B Preferred Stock | Centerbridge Partners LP | |||||||||
Preferred equity investment | |||||||||
Number of shares authorized to be repurchased | 2,300 | ||||||||
Series B Preferred Stock | Wells Fargo Investment Holdings LLC | |||||||||
Preferred equity investment | |||||||||
Repurchase of Preferred Stock (in shares) | 225 | ||||||||
Changes in each class of the Company's Preferred Stock | |||||||||
Repurchase of Preferred Stock (in shares) | -225 | ||||||||
Series B Preferred Stock | Affiliate of Fortress Investment Group LLC | |||||||||
Preferred equity investment | |||||||||
Number of shares of preferred stock provided with the right to exchange as per the Exchange Agreement | 9,750 | ||||||||
Ceiling price at which the shares of preferred stock are redeemable at maturity (in dollars per share) | 67 | ||||||||
Number of shares held | 0 | ||||||||
Changes in each class of the Company's Preferred Stock | |||||||||
Shares outstanding at the end of the period | 0 | ||||||||
Series C Preferred Stock | |||||||||
Preferred equity investment | |||||||||
Number of shares held | 8,624 | 8,624 | |||||||
Number of shares of common stock issued to each share of Series C preferred stock on conversion | 1,000 | ||||||||
Changes in each class of the Company's Preferred Stock | |||||||||
Impact of exchange transaction | 8,624 | ||||||||
Shares outstanding at the end of the period | 8,624 | 8,624 | |||||||
Series C Preferred Stock | Affiliate of Fortress Investment Group LLC | |||||||||
Preferred equity investment | |||||||||
Repurchase price of preferred stock (in dollars per share) | 67 | ||||||||
Number of shares held | 8,624 | ||||||||
Changes in each class of the Company's Preferred Stock | |||||||||
Shares outstanding at the end of the period | 8,624 |
StockBased_Compensation_Detail
Stock-Based Compensation (Details) (USD $) | 12 Months Ended | 0 Months Ended | |||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Jun. 01, 2003 | Jun. 09, 2011 | |
item | |||||
Gaming and Leisure Properties Inc | |||||
Stock-based compensation | |||||
Number of awards converted | 2 | ||||
Employee stock options | |||||
Stock-based compensation | |||||
Exercise price of options granted, low end of range (in dollars per share) | 4.39 | ||||
Exercise price of options granted, high end of range (in dollars per share) | 14.41 | ||||
Number of Option Shares | |||||
Outstanding at the beginning of the period (in shares) | 7,316,713 | ||||
Granted (in shares) | 916,522 | ||||
Exercised (in shares) | 1,468,863 | ||||
Canceled (in shares) | -130,750 | ||||
Outstanding at the end of the period (in shares) | 6,633,622 | 7,316,713 | |||
Weighted-Average Exercise Price | |||||
Outstanding at the beginning of the period (in dollars per share) | 7.51 | ||||
Granted (in dollars per share) | 11.61 | ||||
Exercised (in dollars per share) | 7.18 | ||||
Canceled (in dollars per share) | 11.97 | ||||
Outstanding at the end of the period (in dollars per share) | 8.12 | $7.51 | |||
Additional disclosures | |||||
Weighted-Average Remaining Contractual Term | 3 years 22 days | ||||
Aggregate Intrinsic Value (in dollars) | 36,612,000 | ||||
Weighted-average grant-date fair value of options granted (in dollars per share) | 4.95 | $17.19 | |||
Aggregate intrinsic value of stock options exercised (in dollars) | 8,200,000 | 46,000,000 | 23,200,000 | ||
Number of Option Shares | 4,875,757 | ||||
Weighted-Average Exercise Price (in dollars per share) | 7.37 | ||||
Weighted-average remaining contractual term | 2 years 4 months 10 days | ||||
Aggregate intrinsic value (in dollars) | 30,600,000 | ||||
Employee stock options | Minimum | |||||
Stock-based compensation | |||||
Contractual lives of options granted | 5 years | ||||
Employee stock options | Maximum | |||||
Stock-based compensation | |||||
Contractual lives of options granted | 10 years | ||||
2003 Plan | |||||
Stock-based compensation | |||||
Number of shares of common stock available for awards | 12,000,000 | ||||
2003 Plan | Incentive stock options | |||||
Stock-based compensation | |||||
Exercise price per share as a percentage of the fair market value of the Common Stock | 100.00% | ||||
2003 Plan | Nonqualified stock options | |||||
Stock-based compensation | |||||
Exercise price per share as a percentage of the fair market value of the Common Stock | 85.00% | ||||
2008 Plan | |||||
Stock-based compensation | |||||
Number of shares of common stock available for awards | 9,250,000 | ||||
Increase in number of shares of common stock available for awards | 2,350,000 | ||||
Options available for future grants (in shares) | 7,262,415 | ||||
2008 Plan | Employee stock options | |||||
Stock-based compensation | |||||
Number of shares of common stock counted against the maximum shares available for grant for each share awarded under the plan | 1 | ||||
2008 Plan | Stock appreciation rights (SARs) | |||||
Stock-based compensation | |||||
Number of shares of common stock counted against the maximum shares available for grant for each share awarded under the plan | 1 | ||||
2008 Plan | Restricted stock and Other full value stock awards | |||||
Stock-based compensation | |||||
Number of shares of common stock counted against the maximum shares available for grant for each share awarded under the plan | 2.44 |
StockBased_Compensation_Detail1
Stock-Based Compensation (Details 2) (USD $) | 12 Months Ended |
Dec. 31, 2014 | |
Outstanding options | |
Number outstanding (in shares) | 6,633,622 |
Weighted-average remaining contractual life | 3 years 22 days |
Weighted-average exercise price (in dollars per share) | $8.12 |
Exercisable options | |
Number outstanding (in shares) | 4,875,757 |
Weighted-average exercise price (in dollars per share) | $7.37 |
$4.39 to $6.59 | |
Information about stock options outstanding | |
Low end of exercise price range (in dollars per share) | $4.39 |
Outstanding options | |
Number outstanding (in shares) | 1,580,299 |
Weighted-average remaining contractual life | 1 year 6 months 29 days |
Weighted-average exercise price (in dollars per share) | $5.76 |
Exercisable options | |
Number outstanding (in shares) | 1,580,299 |
Weighted-average exercise price (in dollars per share) | $5.76 |
$6.64 to $10.05 | |
Outstanding options | |
Number outstanding (in shares) | 4,082,301 |
Weighted-average remaining contractual life | 2 years 11 months 5 days |
Weighted-average exercise price (in dollars per share) | $8.20 |
Exercisable options | |
Number outstanding (in shares) | 3,248,458 |
Weighted-average exercise price (in dollars per share) | $8.08 |
$10.08 to $14.41 | |
Outstanding options | |
Number outstanding (in shares) | 971,022 |
Weighted-average remaining contractual life | 5 years 11 months 19 days |
Weighted-average exercise price (in dollars per share) | $11.63 |
Exercisable options | |
Number outstanding (in shares) | 47,000 |
Weighted-average exercise price (in dollars per share) | $12.17 |
StockBased_Compensation_Detail2
Stock-Based Compensation (Details 3) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Stock-based compensation costs | |||
Compensation costs related to stock-based compensation, pre-tax | $10,700,000 | $22,800,000 | $28,600,000 |
Total compensation cost related to nonvested awards not yet recognized | 10,900,000 | 20,000,000 | |
Accrued salaries and wages | 84,034,000 | 86,498,000 | |
Maximum | |||
Stock-based compensation costs | |||
Vesting period | 5 years | ||
Restricted Stock | |||
Stock-based compensation | |||
Outstanding at the beginning of the period (in shares) | 291,811 | ||
Released (in shares) | -126,292 | ||
Canceled (in shares) | -33,022 | ||
Outstanding at the end of the period (in shares) | 132,497 | ||
Stock-based compensation costs | |||
Total compensation cost related to nonvested awards not yet recognized | 3,600,000 | 6,800,000 | |
Employee stock options | |||
Stock-based compensation costs | |||
Total compensation cost related to nonvested awards not yet recognized | 7,300,000 | 13,200,000 | |
Phantom Share Units (PSUs) | |||
Stock-based compensation costs | |||
Compensation costs related to stock-based compensation, pre-tax | 8,300,000 | 11,900,000 | 5,900,000 |
Total compensation cost related to nonvested awards not yet recognized | 25,400,000 | ||
Period for recognition of unrecognized compensation cost | 2 years 5 months 1 day | ||
Accrued salaries and wages | 8,200,000 | 6,800,000 | |
Amounts paid on cash settled awards | 6,900,000 | 6,600,000 | 2,600,000 |
Phantom Share Units (PSUs) | Minimum | |||
Stock-based compensation costs | |||
Vesting period | 3 years | ||
Phantom Share Units (PSUs) | Maximum | |||
Stock-based compensation costs | |||
Vesting period | 5 years | ||
Stock appreciation rights (SARs) | |||
Stock-based compensation costs | |||
Compensation costs related to stock-based compensation, pre-tax | 2,900,000 | 7,500,000 | 4,400,000 |
Total compensation cost related to nonvested awards not yet recognized | 5,700,000 | ||
Period for recognition of unrecognized compensation cost | 2 years 9 months 26 days | ||
Accrued salaries and wages | 6,300,000 | 11,400,000 | |
Vesting period | 4 years | ||
Amounts paid on cash settled awards | $2,200,000 | $1,700,000 | $200,000 |
Segment_Information_Details
Segment Information (Details) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Segment information | |||||||||||
Net revenues | $651,361 | $645,940 | $652,146 | $641,080 | $644,702 | $714,435 | $761,371 | $798,246 | $2,590,527 | $2,918,754 | $2,899,465 |
Income (loss) from operations | -304,686 | 22,831 | 23,382 | 18,051 | -1,045,448 | 93,280 | 46,881 | 133,315 | -240,422 | -771,972 | 442,589 |
Depreciation and amortization | 178,981 | 298,326 | 245,348 | ||||||||
Impairment losses | 321,089 | 1,132,417 | |||||||||
Income (loss) from unconsolidated affiliates | 7,949 | 9,657 | 3,804 | ||||||||
Capital expenditures | 228,145 | 199,913 | 472,985 | ||||||||
Total assets | 2,236,430 | 2,183,991 | 2,236,430 | 2,183,991 | |||||||
Investment in and advances to unconsolidated affiliates | 179,551 | 193,331 | 179,551 | 193,331 | |||||||
Goodwill and other intangible assets, net | 648,144 | 852,046 | 648,144 | 852,046 | |||||||
Kansas | |||||||||||
Segment information | |||||||||||
Investment in and advances to unconsolidated affiliates | 115,500 | 127,800 | 115,500 | 127,800 | |||||||
East/Midwest | |||||||||||
Segment information | |||||||||||
Net revenues | 1,467,380 | 1,652,585 | 1,698,562 | ||||||||
Income (loss) from operations | 58,042 | -102,192 | 384,028 | ||||||||
Depreciation and amortization | 105,552 | 148,697 | 135,470 | ||||||||
Impairment losses | 4,560 | 429,567 | |||||||||
Capital expenditures | 144,320 | 106,742 | 407,046 | ||||||||
Total assets | 990,031 | 590,606 | 990,031 | 590,606 | |||||||
Investment in and advances to unconsolidated affiliates | 94 | 79 | 94 | 79 | |||||||
Goodwill and other intangible assets, net | 264,147 | 120,458 | 264,147 | 120,458 | |||||||
West | |||||||||||
Segment information | |||||||||||
Net revenues | 241,410 | 240,083 | 252,182 | ||||||||
Income (loss) from operations | 24,791 | 42,420 | 47,050 | ||||||||
Depreciation and amortization | 7,725 | 11,883 | 12,850 | ||||||||
Impairment losses | 1,420 | ||||||||||
Capital expenditures | 28,251 | 9,802 | 11,294 | ||||||||
Total assets | 289,026 | 212,098 | 289,026 | 212,098 | |||||||
Goodwill and other intangible assets, net | 145,054 | 146,012 | 145,054 | 146,012 | |||||||
Southern Plains | |||||||||||
Segment information | |||||||||||
Net revenues | 857,447 | 994,097 | 915,587 | ||||||||
Income (loss) from operations | -235,332 | -514,063 | 199,164 | ||||||||
Depreciation and amortization | 58,597 | 113,838 | 82,465 | ||||||||
Impairment losses | 315,109 | 664,420 | |||||||||
Income (loss) from unconsolidated affiliates | 10,720 | 10,735 | 5,210 | ||||||||
Capital expenditures | 49,607 | 78,244 | 49,067 | ||||||||
Total assets | 592,405 | 945,472 | 592,405 | 945,472 | |||||||
Investment in and advances to unconsolidated affiliates | 115,469 | 127,749 | 115,469 | 127,749 | |||||||
Goodwill and other intangible assets, net | 234,865 | 566,016 | 234,865 | 566,016 | |||||||
Other | |||||||||||
Segment information | |||||||||||
Net revenues | 24,290 | 31,989 | 33,134 | ||||||||
Income (loss) from operations | -87,923 | -198,137 | -187,653 | ||||||||
Depreciation and amortization | 7,107 | 23,908 | 14,563 | ||||||||
Impairment losses | 38,430 | ||||||||||
Income (loss) from unconsolidated affiliates | -2,771 | -1,078 | -1,406 | ||||||||
Capital expenditures | 5,967 | 5,125 | 5,578 | ||||||||
Total assets | 364,968 | 435,815 | 364,968 | 435,815 | |||||||
Investment in and advances to unconsolidated affiliates | 63,988 | 65,503 | 63,988 | 65,503 | |||||||
Goodwill and other intangible assets, net | $4,078 | $19,560 | $4,078 | $19,560 |
Summarized_Quarterly_Data_Unau2
Summarized Quarterly Data (Unaudited) (Details) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
item | item | ||||||||||
Quarterly Financial Information [Line Items] | |||||||||||
Net revenues | $651,361,000 | $645,940,000 | $652,146,000 | $641,080,000 | $644,702,000 | $714,435,000 | $761,371,000 | $798,246,000 | $2,590,527,000 | $2,918,754,000 | $2,899,465,000 |
Income (loss) from operations | -304,686,000 | 22,831,000 | 23,382,000 | 18,051,000 | -1,045,448,000 | 93,280,000 | 46,881,000 | 133,315,000 | -240,422,000 | -771,972,000 | 442,589,000 |
Net (loss) income | -250,407,000 | 8,499,000 | 4,176,000 | 4,537,000 | -888,747,000 | 41,317,000 | -12,180,000 | 65,271,000 | -233,195,000 | -794,339,000 | 211,971,000 |
Earnings Per Share [Abstract] | |||||||||||
Basic (loss) earnings per common share | ($3.18) | $0.10 | $0.05 | $0.05 | ($11.40) | $0.43 | ($0.16) | $0.68 | ($2.97) | ($10.17) | $2.24 |
Diluted (loss) earnings per common share | ($3.18) | $0.10 | $0.05 | $0.05 | ($11.40) | $0.40 | ($0.16) | $0.63 | ($2.97) | ($10.17) | $2.04 |
Goodwill and other intangible impairment charge | 316,500,000 | ||||||||||
Goodwill and other intangible impairment charge, net of tax | 253,500,000 | ||||||||||
Pre-tax goodwill impairment charge | 212,193,000 | 807,464,000 | |||||||||
Intangible asset amortization expense | 11,400,000 | 16,100,000 | 800,000 | ||||||||
Pre-tax other intangible asset impairment charge | 4,600,000 | 2,200,000 | 104,300,000 | ||||||||
Pre-tax impairment charge, Net of Tax | 2,800,000 | ||||||||||
Number of racetracks relocated | 2 | 2 | |||||||||
Pre-tax impairment charges on relocation of racetracks | 2,200,000 | 2,200,000 | |||||||||
Net of taxes impairment charges on relocation of racetracks | 1,400,000 | ||||||||||
Asset Impairment Charges | 321,089,000 | 1,132,417,000 | |||||||||
Rental expense related to Master Lease | 421,388,000 | 69,502,000 | |||||||||
Spinoff of Real Estate Assets Through REIT Transaction Costs | 14,100,000 | 8,900,000 | 3,500,000 | 2,300,000 | 900,000 | 28,800,000 | 7,100,000 | ||||
Loss on early extinguishment of debt | -61,700,000 | -61,660,000 | |||||||||
Master Lease Agreement | |||||||||||
Earnings Per Share [Abstract] | |||||||||||
Rental expense related to Master Lease | 107,800,000 | 104,600,000 | 104,600,000 | 104,300,000 | 421,400,000 | 69,500,000 | |||||
Spinoff | |||||||||||
Earnings Per Share [Abstract] | |||||||||||
Pre-tax goodwill impairment charge | 738,800,000 | ||||||||||
Pre-tax impairment charges of goodwill and other intangible assets | 1,058,400,000 | ||||||||||
Net of tax impairment charges of goodwill and other intangible assets | 842,900,000 | ||||||||||
Spinoff | Master Lease Agreement | |||||||||||
Earnings Per Share [Abstract] | |||||||||||
Rental expense related to Master Lease | 69,500,000 | ||||||||||
Argosy Casino Sioux City | |||||||||||
Earnings Per Share [Abstract] | |||||||||||
Pre-tax goodwill impairment charge | 68,700,000 | ||||||||||
Pre-tax other intangible asset impairment charge | 3,100,000 | ||||||||||
Asset Impairment Charges | 71,800,000 | ||||||||||
Asset Impairment Charges Net of Tax | $70,500,000 |
Related_Party_Transactions_Det
Related Party Transactions (Details) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Related party transactions | |||
Future minimum lease commitments relating to leases | $4,967,678,000 | ||
Affiliates of Entity Chairman | |||
Related party transactions | |||
Rent expense | 1,100,000 | 1,100,000 | 1,000,000 |
Future minimum lease commitments relating to leases | $5,200,000 |
Fair_Value_Measurements_Detail
Fair Value Measurements (Details) (USD $) | 3 Months Ended | 12 Months Ended | 3 Months Ended | |||
Jun. 30, 2014 | Dec. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Jun. 30, 2013 | |
item | item | |||||
Assets measured as fair value on a non-recurring basis | ||||||
Goodwill | $492,398,000 | $277,582,000 | $492,398,000 | $1,380,689,000 | ||
Total Reduction in Fair Value Recorded during the year | ||||||
Goodwill | -212,193,000 | -807,464,000 | ||||
Total | -321,089,000 | -1,132,417,000 | ||||
Intangible asset amortization expense | 11,400,000 | 16,100,000 | 800,000 | |||
Pre-tax other intangible asset impairment charge | 4,600,000 | 2,200,000 | 104,300,000 | |||
Pre-tax impairment charge, Net of Tax | 2,800,000 | |||||
Number of racetracks relocated | 2 | 2 | ||||
Pre-tax impairment charges on relocation of racetracks | 2,200,000 | 2,200,000 | ||||
Net of taxes impairment charges on relocation of racetracks | 1,400,000 | |||||
Liabilities: | ||||||
Interest rate swap contracts | 700,000 | |||||
Hollywood Gaming at Dayton Raceway And Mahoning Valley Race Course | ||||||
Total Reduction in Fair Value Recorded during the year | ||||||
Discount Rate | 5.00% | |||||
Number of racetracks relocated | 2 | |||||
Argosy Casino Sioux City | ||||||
Total Reduction in Fair Value Recorded during the year | ||||||
Goodwill | -68,700,000 | |||||
Total | -71,800,000 | |||||
Impairment charge, net of taxes | 70,500,000 | |||||
Pre-tax other intangible asset impairment charge | 3,100,000 | |||||
Hollywood Casino Aurora | ||||||
Assets measured as fair value on a non-recurring basis | ||||||
Goodwill | 37,687,000 | |||||
Hollywood Casino Joliet | ||||||
Assets measured as fair value on a non-recurring basis | ||||||
Goodwill | 6,886,000 | |||||
Spinoff | ||||||
Total Reduction in Fair Value Recorded during the year | ||||||
Goodwill | -738,800,000 | |||||
Pre-tax impairment charges of goodwill and other intangible assets | 1,058,400,000 | |||||
Net of tax impairment charges of goodwill and other intangible assets | 842,900,000 | |||||
Spinoff | Other Intangible Assets | ||||||
Total Reduction in Fair Value Recorded during the year | ||||||
Pre-tax other intangible asset impairment charge | 319,600,000 | |||||
Carrying Amount | ||||||
Financial assets: | ||||||
Cash and Cash Equivalents, Fair Value Disclosure | 292,995,000 | 208,673,000 | 292,995,000 | |||
Fair Value | ||||||
Financial assets: | ||||||
Cash and Cash Equivalents, Fair Value Disclosure | 292,995,000 | 208,673,000 | 292,995,000 | |||
Level 1 | ||||||
Financial assets: | ||||||
Cash and Cash Equivalents, Fair Value Disclosure | 292,995,000 | 208,673,000 | 292,995,000 | |||
Revolving credit facility | ||||||
Total Reduction in Fair Value Recorded during the year | ||||||
Term loan amount outstanding | 0 | 85,000,000 | 0 | |||
Senior Secured Credit Facility | ||||||
Total Reduction in Fair Value Recorded during the year | ||||||
Term loan amount outstanding | 807,500,000 | |||||
Senior Secured Credit Facility | Carrying Amount | ||||||
Financial assets: | ||||||
Debt Instrument, Fair Value Disclosure | 748,777,000 | 806,444,000 | 748,777,000 | |||
Senior Secured Credit Facility | Fair Value | ||||||
Financial assets: | ||||||
Debt Instrument, Fair Value Disclosure | 748,150,000 | 799,556,000 | 748,150,000 | |||
Senior Secured Credit Facility | Level 1 | ||||||
Financial assets: | ||||||
Debt Instrument, Fair Value Disclosure | 748,150,000 | 714,556,000 | 748,150,000 | |||
Senior Secured Credit Facility | Level 2 | ||||||
Financial assets: | ||||||
Debt Instrument, Fair Value Disclosure | 85,000,000 | |||||
Senior Unsecured Notes | Carrying Amount | ||||||
Financial assets: | ||||||
Debt Instrument, Fair Value Disclosure | 300,000,000 | 300,000,000 | 300,000,000 | |||
Senior Unsecured Notes | Fair Value | ||||||
Financial assets: | ||||||
Debt Instrument, Fair Value Disclosure | 297,000,000 | 276,000,000 | 297,000,000 | |||
Senior Unsecured Notes | Level 1 | ||||||
Financial assets: | ||||||
Debt Instrument, Fair Value Disclosure | 297,000,000 | 276,000,000 | 297,000,000 | |||
Other long-term obligations | Carrying Amount | ||||||
Financial assets: | ||||||
Debt Instrument, Fair Value Disclosure | 154,189,000 | |||||
Other long-term obligations | Fair Value | ||||||
Financial assets: | ||||||
Debt Instrument, Fair Value Disclosure | 154,189,000 | |||||
Other long-term obligations | Level 2 | ||||||
Financial assets: | ||||||
Debt Instrument, Fair Value Disclosure | 135,000,000 | |||||
Other long-term obligations | Level 3 | ||||||
Financial assets: | ||||||
Debt Instrument, Fair Value Disclosure | 19,189,000 | |||||
Nonrecurring | ||||||
Total Reduction in Fair Value Recorded during the year | ||||||
Goodwill | -212,193,000 | -807,464,000 | ||||
Intangible assets | -104,336,000 | -322,753,000 | ||||
Long-lived assets | -4,560,000 | -2,200,000 | ||||
Total | -321,089,000 | -1,132,417,000 | ||||
Nonrecurring | Fair Value | ||||||
Assets measured as fair value on a non-recurring basis | ||||||
Goodwill | 136,975,000 | -32,122,000 | 136,975,000 | |||
Intangible assets | 234,819,000 | -121,536,000 | 234,819,000 | |||
Long-lived assets | 6,452,000 | 300,000 | 6,452,000 | |||
Nonrecurring | Level 2 | ||||||
Assets measured as fair value on a non-recurring basis | ||||||
Long-lived assets | 6,452,000 | 6,452,000 | ||||
Nonrecurring | Level 3 | ||||||
Assets measured as fair value on a non-recurring basis | ||||||
Goodwill | 136,975,000 | -32,122,000 | 136,975,000 | |||
Intangible assets | 234,819,000 | -121,536,000 | 234,819,000 | |||
Long-lived assets | $300,000 |
Insurance_Recoveries_and_Deduc1
Insurance Recoveries and Deductibles (Details) (USD $) | 0 Months Ended | 12 Months Ended | 19 Months Ended | 0 Months Ended | 12 Months Ended | 20 Months Ended | |
In Millions, unless otherwise specified | 31-May-13 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2014 | 1-May-11 | Dec. 31, 2012 | Dec. 31, 2012 |
Tornado | Hollywood Casino St Louis | |||||||
Extraordinary Items | |||||||
Number of hours for which casino was closed due to tornado | 14 hours | ||||||
Insurance policy limit | $600 | ||||||
Property damage deductible | 2.5 | ||||||
Delay in completion deductible | 2 days | ||||||
Insurance proceeds received to date | 5.7 | 3 | 8.7 | ||||
Pre-tax gain recorded | 5.7 | 2.4 | |||||
Pre-tax loss recorded | 2.5 | ||||||
Flood | Hollywood Casino Tunica Flood | |||||||
Extraordinary Items | |||||||
Insurance proceeds received to date | 8.4 | 15.4 | |||||
Pre-tax gain recorded | 7.2 | ||||||
Property insurance coverage limit | 300 | ||||||
Property insurance coverage limit related to property damage | $5 | ||||||
Property insurance coverage limit for number of business interruption periods | 2 days |