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Pennsylvania
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46-2116489
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(State or other jurisdiction of
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(I.R.S. Employer
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incorporation or organization)
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Identification No.)
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Large accelerated filer
¨
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Accelerated filer
¨
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Non-accelerated filer
x
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Smaller reporting company
¨
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(Do not check if a smaller reporting company)
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Title
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Outstanding as of November 4, 2014
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Common Stock, par value $.01 per share
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112,446,798
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•
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the ability to receive, or delays in obtaining, the regulatory approvals required to own, develop and/or operate our properties, or other delays or impediments to completing our planned acquisitions or projects;
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•
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the outcome of our lawsuit against Cannery Casino Resorts LLC (“CCR”), the owner of the Meadows Racetrack and Casino, alleging among other things, fraud, breach of the agreement and breach of the related consulting agreement;
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•
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the resolution of our jointly requested Pre-Filing Agreement from the IRS to confirm the appropriate allocation of Penn’s historical earnings and profits between GLPI and Penn; the outcome of this request will affect the amount of the dividend required to be paid by GLPI to its shareholders prior to December 31, 2014;
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•
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our ability to qualify as a real estate investment trust (“REIT”), given the highly technical and complex Internal Revenue Code (“Code”) provisions for which only limited judicial and administrative authorities exist, where even a technical or inadvertent violation could jeopardize REIT qualification and where requirements may depend in part on the actions of third parties over which the Company has no control or only limited influence;
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•
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the satisfaction of certain asset, income, organizational, distribution, shareholder ownership and other requirements on a continuing basis in order for the Company to maintain its intended election of REIT status;
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•
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the ability and willingness of our tenants, operators and other third parties to meet and/or perform their obligations under their respective contractual arrangements with us, including, in some cases, their obligations to indemnify, defend and hold us harmless from and against various claims, litigation and liabilities;
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•
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the ability of our tenants and operators to maintain the financial strength and liquidity necessary to satisfy their respective obligations and liabilities to third parties, including without limitation obligations under their existing credit facilities and other indebtedness;
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•
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the ability of our tenants and operators to comply with laws, rules and regulations in the operation of our properties, to deliver high quality services, to attract and retain qualified personnel and to attract customers;
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•
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the availability and the ability to identify suitable and attractive acquisition and development opportunities and the ability to acquire and lease the respective properties on favorable terms;
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•
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the degree and nature of our competition;
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•
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the ability to generate sufficient cash flows to service our outstanding indebtedness;
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•
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the access to debt and equity capital markets;
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•
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fluctuating interest rates;
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•
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the availability of qualified personnel and our ability to retain our key management personnel;
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•
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GLPI’s duty to indemnify Penn National Gaming, Inc. and its subsidiaries (“Penn”) in certain circumstances if the spin-off transaction described in Note 1 to the condensed consolidated financial statements fails to be tax-free;
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•
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changes in the United States tax law and other state, federal or local laws, whether or not specific to real estate, real estate investment trusts or to the gaming, lodging or hospitality industries;
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•
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changes in accounting standards;
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•
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the impact of weather events or conditions, natural disasters, acts of terrorism and other international hostilities, war or political instability;
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•
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other risks inherent in the real estate business, including potential liability relating to environmental matters and illiquidity of real estate investments; and
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•
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additional factors as discussed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2013, subsequent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K as filed with the United States Securities and Exchange Commission.
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September 30, 2014
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December 31, 2013
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||||
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(unaudited)
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||||
Assets
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||||
Real estate investments, net
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$
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2,201,856
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$
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2,010,303
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Property and equipment, used in operations, net
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136,139
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139,121
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Cash and cash equivalents
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31,334
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285,221
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Prepaid expenses
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10,026
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5,983
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Deferred income taxes
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2,267
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2,228
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Other current assets
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37,726
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17,367
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Goodwill
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75,521
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75,521
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Other intangible assets
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9,577
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9,577
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Debt issuance costs, net of accumulated amortization of $7,308 and $1,270 at September 30, 2014 and December 31, 2013, respectively
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41,146
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46,877
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Loan receivable
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35,000
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—
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Other assets
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14,845
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17,041
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Total assets
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$
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2,595,437
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$
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2,609,239
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Liabilities
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Accounts payable
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$
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18,448
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$
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21,397
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Accrued expenses
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6,199
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13,783
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Accrued interest
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42,415
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18,055
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Accrued salaries and wages
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10,661
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10,337
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Gaming, property, and other taxes
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32,561
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18,789
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Income taxes
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—
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17,256
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Other current liabilities
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15,269
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12,911
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Long-term debt
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2,546,000
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2,350,000
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Deferred income taxes
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1,783
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4,282
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Total liabilities
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2,673,336
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2,466,810
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Shareholders’ (deficit) equity
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||||
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Common stock ($.01 par value, 550,000,000 shares authorized, 112,432,245 and 88,659,448 shares issued at September 30, 2014 and December 31, 2013, respectively)
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1,124
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887
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Additional paid-in capital
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874,435
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3,651
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Retained (deficit) earnings
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(953,458
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)
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137,891
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Total shareholders’ (deficit) equity
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(77,899
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)
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142,429
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Total liabilities and shareholders’ (deficit) equity
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$
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2,595,437
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$
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2,609,239
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Three Months Ended September 30,
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Nine Months Ended September 30,
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||||||||||||
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2014
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2013
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2014
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2013
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Revenues
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Rental
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$
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107,326
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$
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—
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$
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320,738
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$
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—
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Real estate taxes paid by tenants
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12,512
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—
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36,956
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—
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Total rental revenue
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119,838
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—
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357,694
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—
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Gaming
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36,473
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38,129
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114,677
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123,508
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Food, beverage and other
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3,015
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2,984
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8,934
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9,573
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Total revenues
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159,326
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41,113
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481,305
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133,081
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Less promotional allowances
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(1,531
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)
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(1,480
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)
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(4,396
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)
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(4,727
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)
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Net revenues
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157,795
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39,633
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476,909
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128,354
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Operating expenses
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Gaming
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20,504
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21,701
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64,233
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69,182
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Food, beverage and other
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2,471
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2,690
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7,526
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8,240
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Real estate taxes
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12,929
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|
413
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38,208
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1,225
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General and administrative
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17,743
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5,553
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58,215
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17,316
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Depreciation
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26,526
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3,611
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79,397
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10,826
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Total operating expenses
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80,173
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33,968
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247,579
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106,789
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Income from operations
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77,622
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5,665
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229,330
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21,565
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Other income (expenses)
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Interest expense
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(29,378
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)
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—
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(87,460
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)
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—
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Interest income
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623
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—
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1,837
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1
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Management fee
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—
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(1,189
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)
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—
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(3,850
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)
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Total other expenses
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(28,755
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)
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(1,189
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)
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(85,623
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)
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(3,849
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)
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||||
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Income before income taxes
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48,867
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4,476
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143,707
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17,716
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||||
Income tax (benefit) expense
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(1,035
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)
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1,795
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2,481
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7,122
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Net income
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$
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49,902
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$
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2,681
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$
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141,226
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$
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10,594
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||||||||
Earnings per common share:
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Basic earnings per common share
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$
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0.44
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$
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0.02
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$
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1.26
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$
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0.10
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Diluted earnings per common share
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$
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0.42
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$
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0.02
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$
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1.20
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$
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0.09
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||||||||
Dividends paid per common share
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$
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0.52
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$
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—
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$
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1.56
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$
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—
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Common Stock
|
|
Additional
Paid-In
Capital
|
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Retained
Earnings
(Deficit)
|
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Total
Shareholders’
Equity (Deficit)
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|||||||||||
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Shares
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Amount
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||||||||||||
Balance, December 31, 2013
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88,659,448
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$
|
887
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$
|
3,651
|
|
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$
|
137,891
|
|
|
$
|
142,429
|
|
Stock option activity
|
1,636,137
|
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|
15
|
|
|
27,549
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|
|
—
|
|
|
27,564
|
|
||||
Restricted stock activity
|
156,839
|
|
|
2
|
|
|
1,353
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|
|
—
|
|
|
1,355
|
|
||||
Dividends paid, including purging distribution
|
21,979,821
|
|
|
220
|
|
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843,677
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(1,232,575
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)
|
|
(388,678
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)
|
||||
Distribution in connection with tax matter agreement
|
—
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—
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|
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(1,795
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)
|
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—
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|
|
(1,795
|
)
|
||||
Net income
|
—
|
|
|
—
|
|
|
—
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|
|
141,226
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|
|
141,226
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|
||||
Balance, September 30, 2014
|
112,432,245
|
|
|
$
|
1,124
|
|
|
$
|
874,435
|
|
|
$
|
(953,458
|
)
|
|
$
|
(77,899
|
)
|
Nine months ended September 30,
|
|
2014
|
|
2013
|
||||
Operating activities
|
|
|
|
|
|
|
||
Net income
|
|
$
|
141,226
|
|
|
$
|
10,594
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
|
||
Depreciation
|
|
79,397
|
|
|
10,826
|
|
||
Amortization of debt issuance costs
|
|
6,038
|
|
|
—
|
|
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Losses (Gains) on sales of property
|
|
13
|
|
|
(31
|
)
|
||
Deferred income taxes
|
|
(3,145
|
)
|
|
(2,551
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)
|
||
Charge for stock-based compensation
|
|
8,623
|
|
|
—
|
|
||
(Increase) decrease,
|
|
|
|
|
|
|
||
Prepaid expenses and other current assets
|
|
(7,675
|
)
|
|
(1,155
|
)
|
||
Other assets
|
|
(1,237
|
)
|
|
—
|
|
||
Increase (decrease),
|
|
|
|
|
|
|
||
Accounts payable
|
|
(1,480
|
)
|
|
374
|
|
||
Accrued expenses
|
|
(7,584
|
)
|
|
(405
|
)
|
||
Accrued interest
|
|
24,360
|
|
|
—
|
|
||
Accrued salaries and wages
|
|
324
|
|
|
(579
|
)
|
||
Gaming, pari-mutuel, property and other taxes
|
|
602
|
|
|
529
|
|
||
Income taxes
|
|
(20,813
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)
|
|
(4,579
|
)
|
||
Other current and noncurrent liabilities
|
|
2,358
|
|
|
185
|
|
||
Net cash provided by operating activities
|
|
221,007
|
|
|
13,208
|
|
||
Investing activities
|
|
|
|
|
|
|
||
Capital project expenditures, net of reimbursements
|
|
(124,526
|
)
|
|
(657
|
)
|
||
Capital maintenance expenditures
|
|
(2,109
|
)
|
|
(2,510
|
)
|
||
Proceeds from sale of property and equipment
|
|
159
|
|
|
141
|
|
||
Funding of loan receivable
|
|
(43,000
|
)
|
|
—
|
|
||
Principal payments on loan receivable
|
|
8,000
|
|
|
—
|
|
||
Acquisition of real estate
|
|
(140,730
|
)
|
|
—
|
|
||
Net cash used in investing activities
|
|
(302,206
|
)
|
|
(3,026
|
)
|
||
Financing activities
|
|
|
|
|
|
|
||
Net advances to Penn National Gaming, Inc.
|
|
—
|
|
|
(6,194
|
)
|
||
Dividends paid
|
|
(388,678
|
)
|
|
—
|
|
||
Proceeds from exercise of options
|
|
20,296
|
|
|
—
|
|
||
Proceeds from issuance of long-term debt
|
|
228,000
|
|
|
—
|
|
||
Financing costs
|
|
(306
|
)
|
|
—
|
|
||
Payments of long-term debt
|
|
(32,000
|
)
|
|
—
|
|
||
Net cash used in financing activities
|
|
(172,688
|
)
|
|
(6,194
|
)
|
||
Net decrease in cash and cash equivalents
|
|
(253,887
|
)
|
|
3,988
|
|
||
Cash and cash equivalents at beginning of period
|
|
285,221
|
|
|
14,562
|
|
||
Cash and cash equivalents at end of period
|
|
$
|
31,334
|
|
|
$
|
18,550
|
|
|
September 30, 2014
|
|
December 31, 2013
|
||||||||||||
|
Carrying
Amount
|
|
Fair
Value
|
|
Carrying
Amount
|
|
Fair
Value
|
||||||||
Financial assets:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Cash and cash equivalents
|
$
|
31,334
|
|
|
$
|
31,334
|
|
|
$
|
285,221
|
|
|
$
|
285,221
|
|
Financial liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Long-term debt
|
|
|
|
|
|
|
|
|
|
|
|
||||
Senior unsecured credit facility
|
496,000
|
|
|
474,920
|
|
|
300,000
|
|
|
294,750
|
|
||||
Senior notes
|
2,050,000
|
|
|
2,101,000
|
|
|
2,050,000
|
|
|
2,058,750
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
|
(in thousands)
|
|
(in thousands)
|
||||||||||||
Video lottery
|
$
|
31,593
|
|
|
$
|
32,859
|
|
|
$
|
98,625
|
|
|
$
|
107,946
|
|
Table game
|
4,496
|
|
|
4,485
|
|
|
14,786
|
|
|
13,457
|
|
||||
Poker
|
384
|
|
|
785
|
|
|
1,266
|
|
|
2,105
|
|
||||
Total gaming revenue, net of cash incentives
|
$
|
36,473
|
|
|
$
|
38,129
|
|
|
$
|
114,677
|
|
|
$
|
123,508
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
|
(in thousands)
|
|
(in thousands)
|
||||||||||||
Food and beverage
|
$
|
1,522
|
|
|
$
|
1,468
|
|
|
$
|
4,367
|
|
|
$
|
4,573
|
|
Other
|
9
|
|
|
12
|
|
|
29
|
|
|
154
|
|
||||
Total promotional allowances
|
$
|
1,531
|
|
|
$
|
1,480
|
|
|
$
|
4,396
|
|
|
$
|
4,727
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
|
(in thousands)
|
|
(in thousands)
|
||||||||||||
Food and beverage
|
$
|
711
|
|
|
$
|
748
|
|
|
$
|
2,147
|
|
|
$
|
2,207
|
|
Other
|
3
|
|
|
6
|
|
|
10
|
|
|
81
|
|
||||
Total cost of complimentary services
|
$
|
714
|
|
|
$
|
754
|
|
|
$
|
2,157
|
|
|
$
|
2,288
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||
|
(in thousands)
|
||||||||||
Determination of shares:
|
|
|
|
|
|
|
|
|
|
|
|
Weighted-average common shares outstanding
|
112,377
|
|
|
110,582
|
|
|
111,836
|
|
|
110,582
|
|
Assumed conversion of dilutive employee stock-based awards
|
5,098
|
|
|
4,703
|
|
|
5,642
|
|
|
4,703
|
|
Assumed conversion of restricted stock
|
150
|
|
|
318
|
|
|
225
|
|
|
318
|
|
Assumed conversion of performance-based restricted stock awards
|
9
|
|
|
—
|
|
|
6
|
|
|
—
|
|
Diluted weighted-average common shares outstanding
|
117,634
|
|
|
115,603
|
|
|
117,709
|
|
|
115,603
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
|
(in thousands, expect per share data)
|
||||||||||||||
Calculation of basic EPS:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net income
|
$
|
49,902
|
|
|
$
|
2,681
|
|
|
$
|
141,226
|
|
|
$
|
10,594
|
|
Less: Net income allocated to participating securities
|
(208
|
)
|
|
(10
|
)
|
|
(591
|
)
|
|
(40
|
)
|
||||
Net income attributable to common shareholders
|
$
|
49,694
|
|
|
$
|
2,671
|
|
|
$
|
140,635
|
|
|
$
|
10,554
|
|
Weighted-average common shares outstanding
|
112,377
|
|
|
110,582
|
|
|
111,836
|
|
|
110,582
|
|
||||
Basic EPS
|
$
|
0.44
|
|
|
$
|
0.02
|
|
|
$
|
1.26
|
|
|
$
|
0.10
|
|
|
|
|
|
|
|
|
|
||||||||
Calculation of diluted EPS:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net income
|
$
|
49,902
|
|
|
$
|
2,681
|
|
|
$
|
141,226
|
|
|
$
|
10,594
|
|
Diluted weighted-average common shares outstanding
|
117,634
|
|
|
115,603
|
|
|
117,709
|
|
|
115,603
|
|
||||
Diluted EPS
|
$
|
0.42
|
|
|
$
|
0.02
|
|
|
$
|
1.20
|
|
|
$
|
0.09
|
|
|
Number of Award
Shares
|
|
|
|
|
Outstanding at December 31, 2013
|
419,067
|
|
E&P Purge
|
106,261
|
|
Granted
|
239,649
|
|
Released
|
(237,618
|
)
|
Canceled
|
(59,018
|
)
|
Outstanding at September 30, 2014
|
468,341
|
|
|
September 30,
2014 |
|
December 31,
2013 |
||||
|
(in thousands)
|
||||||
Land and improvements
|
$
|
454,175
|
|
|
$
|
382,581
|
|
Building and improvements
|
2,287,853
|
|
|
2,050,533
|
|
||
Construction in progress
|
1,214
|
|
|
61,677
|
|
||
Total real estate investments
|
2,743,242
|
|
|
2,494,791
|
|
||
Less accumulated depreciation
|
(541,386
|
)
|
|
(484,488
|
)
|
||
Real estate investments, net
|
$
|
2,201,856
|
|
|
$
|
2,010,303
|
|
|
September 30,
2014 |
|
December 31,
2013 |
||||
|
(in thousands)
|
||||||
Land and improvements
|
$
|
31,586
|
|
|
$
|
27,586
|
|
Building and improvements
|
116,469
|
|
|
115,888
|
|
||
Furniture, fixtures, and equipment
|
103,100
|
|
|
101,288
|
|
||
Construction in progress
|
490
|
|
|
203
|
|
||
Total property and equipment
|
251,645
|
|
|
244,965
|
|
||
Less accumulated depreciation
|
(115,506
|
)
|
|
(105,844
|
)
|
||
Property and equipment, net
|
$
|
136,139
|
|
|
$
|
139,121
|
|
|
September 30,
2014 |
|
December 31,
2013 |
||||
|
(in thousands)
|
||||||
Senior unsecured credit facility
|
$
|
496,000
|
|
|
$
|
300,000
|
|
$550 million 4.375% senior unsecured notes due November 2018
|
550,000
|
|
|
550,000
|
|
||
$1,000 million 4.875% senior unsecured notes due November 2020
|
1,000,000
|
|
|
1,000,000
|
|
||
$500 million 5.375% senior unsecured notes due November 2023
|
500,000
|
|
|
500,000
|
|
||
|
$
|
2,546,000
|
|
|
$
|
2,350,000
|
|
2014
|
$
|
—
|
|
2015
|
—
|
|
|
2016
|
—
|
|
|
2017
|
—
|
|
|
2018
|
1,046,000
|
|
|
Thereafter
|
1,500,000
|
|
|
Total minimum payments
|
$
|
2,546,000
|
|
|
|
Three Months Ended September 30, 2014
|
|
Three Months Ended September 30, 2013
|
||||||||||||||||||||||||||||
(in thousands)
|
|
GLP Capital
|
|
TRS Properties
|
|
Eliminations
(2)
|
|
Total
|
|
GLP Capital
(1)
|
|
TRS Properties
|
|
Eliminations
(2)
|
|
Total
|
||||||||||||||||
Net revenues
|
|
$
|
119,845
|
|
|
$
|
37,950
|
|
|
$
|
—
|
|
|
$
|
157,795
|
|
|
$
|
—
|
|
|
$
|
39,633
|
|
|
$
|
—
|
|
|
$
|
39,633
|
|
Income from operations
|
|
72,288
|
|
|
5,334
|
|
|
—
|
|
|
77,622
|
|
|
—
|
|
|
5,665
|
|
|
—
|
|
|
5,665
|
|
||||||||
Interest, net
|
|
28,757
|
|
|
2,600
|
|
|
(2,602
|
)
|
|
28,755
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Income before income taxes
|
|
46,133
|
|
|
2,734
|
|
|
—
|
|
|
48,867
|
|
|
—
|
|
|
4,476
|
|
|
—
|
|
|
4,476
|
|
||||||||
Income tax (benefit) expense
|
|
(1,491
|
)
|
|
456
|
|
|
—
|
|
|
(1,035
|
)
|
|
—
|
|
|
1,795
|
|
|
—
|
|
|
1,795
|
|
||||||||
Net income
|
|
47,624
|
|
|
2,278
|
|
|
—
|
|
|
49,902
|
|
|
—
|
|
|
2,681
|
|
|
—
|
|
|
2,681
|
|
||||||||
Depreciation
|
|
23,472
|
|
|
3,054
|
|
|
—
|
|
|
26,526
|
|
|
—
|
|
|
3,611
|
|
|
—
|
|
|
3,611
|
|
||||||||
Capital project expenditures, net of reimbursements
|
|
69,022
|
|
|
—
|
|
|
—
|
|
|
69,022
|
|
|
—
|
|
|
103
|
|
|
—
|
|
|
103
|
|
||||||||
Capital maintenance expenditures
|
|
—
|
|
|
641
|
|
|
—
|
|
|
641
|
|
|
—
|
|
|
766
|
|
|
—
|
|
|
766
|
|
|
|
Nine Months Ended September 30, 2014
|
|
Nine Months Ended September 30, 2013
|
||||||||||||||||||||||||||||
(in thousands)
|
|
GLP Capital
|
|
TRS Properties
|
|
Eliminations
(2)
|
|
Total
|
|
GLP Capital
(1)
|
|
TRS Properties
|
|
Eliminations
(2)
|
|
Total
|
||||||||||||||||
Net revenues
|
|
$
|
357,701
|
|
|
$
|
119,208
|
|
|
$
|
—
|
|
|
$
|
476,909
|
|
|
$
|
—
|
|
|
$
|
128,354
|
|
|
$
|
—
|
|
|
$
|
128,354
|
|
Income from operations
|
|
210,378
|
|
|
18,952
|
|
|
—
|
|
|
229,330
|
|
|
—
|
|
|
21,565
|
|
|
—
|
|
|
21,565
|
|
||||||||
Interest, net
|
|
85,625
|
|
|
7,802
|
|
|
(7,804
|
)
|
|
85,623
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
||||||||
Income before income taxes
|
|
132,557
|
|
|
11,150
|
|
|
—
|
|
|
143,707
|
|
|
—
|
|
|
17,716
|
|
|
—
|
|
|
17,716
|
|
||||||||
Income tax (benefit) expense
|
|
(1,491
|
)
|
|
3,972
|
|
|
—
|
|
|
2,481
|
|
|
—
|
|
|
7,122
|
|
|
—
|
|
|
7,122
|
|
||||||||
Net income
|
|
134,048
|
|
|
7,178
|
|
|
—
|
|
|
141,226
|
|
|
—
|
|
|
10,594
|
|
|
—
|
|
|
10,594
|
|
||||||||
Depreciation
|
|
70,205
|
|
|
9,192
|
|
|
—
|
|
|
79,397
|
|
|
—
|
|
|
10,826
|
|
|
—
|
|
|
10,826
|
|
||||||||
Capital project expenditures, net of reimbursements
|
|
124,526
|
|
|
—
|
|
|
—
|
|
|
124,526
|
|
|
—
|
|
|
657
|
|
|
—
|
|
|
657
|
|
||||||||
Capital maintenance expenditures
|
|
—
|
|
|
2,109
|
|
|
—
|
|
|
2,109
|
|
|
—
|
|
|
2,510
|
|
|
—
|
|
|
2,510
|
|
At September 30, 2014
Condensed Consolidating Balance Sheet |
|
Parent
Guarantor
|
|
Subsidiary
Issuers
|
|
Other
Subsidiary
Non-Issuers
|
|
Eliminations
|
|
Consolidated
|
||||||||||
|
|
(in thousands)
|
||||||||||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Real estate investments, net
|
|
$
|
—
|
|
|
$
|
2,063,282
|
|
|
$
|
138,574
|
|
|
$
|
—
|
|
|
$
|
2,201,856
|
|
Property and equipment, used in operations, net
|
|
25,681
|
|
|
—
|
|
|
110,458
|
|
|
—
|
|
|
136,139
|
|
|||||
Cash and cash equivalents
|
|
1,113
|
|
|
3,185
|
|
|
27,036
|
|
|
—
|
|
|
31,334
|
|
|||||
Prepaid expenses
|
|
272
|
|
|
4,462
|
|
|
1,735
|
|
|
3,557
|
|
|
10,026
|
|
|||||
Deferred income taxes
|
|
—
|
|
|
—
|
|
|
2,267
|
|
|
—
|
|
|
2,267
|
|
|||||
Other current assets
|
|
—
|
|
|
34,841
|
|
|
2,885
|
|
|
—
|
|
|
37,726
|
|
|||||
Goodwill
|
|
—
|
|
|
—
|
|
|
75,521
|
|
|
—
|
|
|
75,521
|
|
|||||
Other intangible assets
|
|
—
|
|
|
—
|
|
|
9,577
|
|
|
—
|
|
|
9,577
|
|
|||||
Debt issuance costs, net of accumulated amortization of $7,308 at September 30, 2014
|
|
—
|
|
|
41,146
|
|
|
—
|
|
|
—
|
|
|
41,146
|
|
|||||
Loan receivable
|
|
—
|
|
|
—
|
|
|
35,000
|
|
|
—
|
|
|
35,000
|
|
|||||
Intercompany loan receivable
|
|
—
|
|
|
193,595
|
|
|
—
|
|
|
(193,595
|
)
|
|
—
|
|
|||||
Intercompany transactions and investment in subsidiaries
|
|
(86,167
|
)
|
|
196,698
|
|
|
126,730
|
|
|
(237,261
|
)
|
|
—
|
|
|||||
Other assets
|
|
14,104
|
|
|
—
|
|
|
741
|
|
|
—
|
|
|
14,845
|
|
|||||
Total assets
|
|
$
|
(44,997
|
)
|
|
$
|
2,537,209
|
|
|
$
|
530,524
|
|
|
$
|
(427,299
|
)
|
|
$
|
2,595,437
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Accounts payable
|
|
$
|
9,992
|
|
|
$
|
7,745
|
|
|
$
|
711
|
|
|
$
|
—
|
|
|
$
|
18,448
|
|
Accrued expenses
|
|
302
|
|
|
913
|
|
|
4,984
|
|
|
—
|
|
|
6,199
|
|
|||||
Accrued interest
|
|
—
|
|
|
42,415
|
|
|
—
|
|
|
—
|
|
|
42,415
|
|
|||||
Accrued salaries and wages
|
|
7,882
|
|
|
—
|
|
|
2,779
|
|
|
—
|
|
|
10,661
|
|
|||||
Gaming, property, and other taxes
|
|
819
|
|
|
29,143
|
|
|
2,599
|
|
|
—
|
|
|
32,561
|
|
|||||
Income taxes
|
|
—
|
|
|
(2,489
|
)
|
|
(1,068
|
)
|
|
3,557
|
|
|
—
|
|
|||||
Other current liabilities
|
|
13,907
|
|
|
—
|
|
|
1,362
|
|
|
—
|
|
|
15,269
|
|
|||||
Long-term debt
|
|
—
|
|
|
2,546,000
|
|
|
—
|
|
|
—
|
|
|
2,546,000
|
|
|||||
Intercompany loan payable
|
|
—
|
|
|
—
|
|
|
193,595
|
|
|
(193,595
|
)
|
|
—
|
|
|||||
Deferred income taxes
|
|
—
|
|
|
—
|
|
|
1,783
|
|
|
—
|
|
|
1,783
|
|
|||||
Total liabilities
|
|
32,902
|
|
|
2,623,727
|
|
|
206,745
|
|
|
(190,038
|
)
|
|
2,673,336
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Shareholders’ (deficit) equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Common stock ($.01 par value, 550,000,000 shares authorized, 112,432,245 shares issued at September 30, 2014
|
|
1,124
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,124
|
|
|||||
Additional paid-in capital
|
|
874,435
|
|
|
130,623
|
|
|
285,334
|
|
|
(415,957
|
)
|
|
874,435
|
|
|||||
Retained (deficit) earnings
|
|
(953,458
|
)
|
|
(217,141
|
)
|
|
38,445
|
|
|
178,696
|
|
|
(953,458
|
)
|
|||||
Total shareholders’ (deficit) equity
|
|
(77,899
|
)
|
|
(86,518
|
)
|
|
323,779
|
|
|
(237,261
|
)
|
|
(77,899
|
)
|
|||||
Total liabilities and shareholders’ (deficit) equity
|
|
$
|
(44,997
|
)
|
|
$
|
2,537,209
|
|
|
$
|
530,524
|
|
|
$
|
(427,299
|
)
|
|
$
|
2,595,437
|
|
Nine months ended September 30, 2014
Condensed Consolidating Statement of Operations |
|
Parent
Guarantor
|
|
Subsidiary
Issuers
|
|
Other
Subsidiary
Non-Issuers
|
|
Eliminations
|
|
Consolidated
|
||||||||||
|
|
(in thousands)
|
||||||||||||||||||
Revenues
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Rental
|
|
$
|
—
|
|
|
$
|
311,066
|
|
|
$
|
9,672
|
|
|
$
|
—
|
|
|
$
|
320,738
|
|
Real estate taxes paid by tenants
|
|
—
|
|
|
35,516
|
|
|
1,440
|
|
|
—
|
|
|
36,956
|
|
|||||
Total rental revenue
|
|
—
|
|
|
346,582
|
|
|
11,112
|
|
|
—
|
|
|
357,694
|
|
|||||
Gaming
|
|
—
|
|
|
—
|
|
|
114,677
|
|
|
—
|
|
|
114,677
|
|
|||||
Food, beverage and other
|
|
7
|
|
|
—
|
|
|
8,927
|
|
|
—
|
|
|
8,934
|
|
|||||
Total revenues
|
|
7
|
|
|
346,582
|
|
|
134,716
|
|
|
—
|
|
|
481,305
|
|
|||||
Less promotional allowances
|
|
—
|
|
|
—
|
|
|
(4,396
|
)
|
|
—
|
|
|
(4,396
|
)
|
|||||
Net revenues
|
|
7
|
|
|
346,582
|
|
|
130,320
|
|
|
—
|
|
|
476,909
|
|
|||||
Operating expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Gaming
|
|
—
|
|
|
—
|
|
|
64,233
|
|
|
—
|
|
|
64,233
|
|
|||||
Food, beverage and other
|
|
—
|
|
|
—
|
|
|
7,526
|
|
|
—
|
|
|
7,526
|
|
|||||
Real estate taxes
|
|
—
|
|
|
35,521
|
|
|
2,687
|
|
|
—
|
|
|
38,208
|
|
|||||
General and administrative
|
|
38,140
|
|
|
2,000
|
|
|
18,075
|
|
|
—
|
|
|
58,215
|
|
|||||
Depreciation
|
|
1,366
|
|
|
66,683
|
|
|
11,348
|
|
|
—
|
|
|
79,397
|
|
|||||
Total operating expenses
|
|
39,506
|
|
|
104,204
|
|
|
103,869
|
|
|
—
|
|
|
247,579
|
|
|||||
Income from operations
|
|
(39,499
|
)
|
|
242,378
|
|
|
26,451
|
|
|
—
|
|
|
229,330
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Other income (expenses)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Interest expense
|
|
—
|
|
|
(87,460
|
)
|
|
—
|
|
|
—
|
|
|
(87,460
|
)
|
|||||
Interest income
|
|
—
|
|
|
—
|
|
|
1,837
|
|
|
—
|
|
|
1,837
|
|
|||||
Management fee
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Intercompany dividends and interest
|
|
487,239
|
|
|
32,188
|
|
|
490,869
|
|
|
(1,010,296
|
)
|
|
—
|
|
|||||
Total other expenses
|
|
487,239
|
|
|
(55,272
|
)
|
|
492,706
|
|
|
(1,010,296
|
)
|
|
(85,623
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Income before income taxes
|
|
447,740
|
|
|
187,106
|
|
|
519,157
|
|
|
(1,010,296
|
)
|
|
143,707
|
|
|||||
Income tax (benefit) expense
|
|
—
|
|
|
(1,491
|
)
|
|
3,972
|
|
|
—
|
|
|
2,481
|
|
|||||
Net income
|
|
$
|
447,740
|
|
|
$
|
188,597
|
|
|
$
|
515,185
|
|
|
$
|
(1,010,296
|
)
|
|
$
|
141,226
|
|
Nine months ended September 30, 2014
Condensed Consolidating Statement of Cash Flows |
|
Parent
Guarantor
|
|
Subsidiary
Issuers
|
|
Other
Subsidiary
Non-Issuers
|
|
Eliminations
|
|
Consolidated
|
||||||||||
|
|
(in thousands)
|
||||||||||||||||||
Operating activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Net income
|
|
$
|
447,740
|
|
|
$
|
188,597
|
|
|
$
|
515,185
|
|
|
$
|
(1,010,296
|
)
|
|
$
|
141,226
|
|
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Depreciation
|
|
1,366
|
|
|
66,683
|
|
|
11,348
|
|
|
—
|
|
|
79,397
|
|
|||||
Amortization of debt issuance costs
|
|
—
|
|
|
6,038
|
|
|
—
|
|
|
—
|
|
|
6,038
|
|
|||||
(Gains) Losses on sales of property
|
|
—
|
|
|
(150
|
)
|
|
163
|
|
|
—
|
|
|
13
|
|
|||||
Deferred income taxes
|
|
—
|
|
|
—
|
|
|
(3,145
|
)
|
|
—
|
|
|
(3,145
|
)
|
|||||
Charge for stock-based compensation
|
|
8,623
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8,623
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
(Increase) decrease,
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Prepaid expenses and other current assets
|
|
1,672
|
|
|
(10,161
|
)
|
|
(2,743
|
)
|
|
3,557
|
|
|
(7,675
|
)
|
|||||
Other assets
|
|
(1,214
|
)
|
|
—
|
|
|
(23
|
)
|
|
—
|
|
|
(1,237
|
)
|
|||||
Intercompany
|
|
(2,604
|
)
|
|
(867
|
)
|
|
3,471
|
|
|
—
|
|
|
—
|
|
|||||
Increase (decrease),
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Accounts payable
|
|
(12,808
|
)
|
|
11,009
|
|
|
319
|
|
|
—
|
|
|
(1,480
|
)
|
|||||
Accrued expenses
|
|
(8,156
|
)
|
|
913
|
|
|
(341
|
)
|
|
—
|
|
|
(7,584
|
)
|
|||||
Accrued interest
|
|
—
|
|
|
24,360
|
|
|
—
|
|
|
—
|
|
|
24,360
|
|
|||||
Accrued salaries and wages
|
|
751
|
|
|
—
|
|
|
(427
|
)
|
|
—
|
|
|
324
|
|
|||||
Gaming, pari-mutuel, property and other taxes
|
|
678
|
|
|
—
|
|
|
(76
|
)
|
|
—
|
|
|
602
|
|
|||||
Income taxes
|
|
4,473
|
|
|
(14,797
|
)
|
|
(6,932
|
)
|
|
(3,557
|
)
|
|
(20,813
|
)
|
|||||
Other current and noncurrent liabilities
|
|
1,124
|
|
|
—
|
|
|
1,234
|
|
|
—
|
|
|
2,358
|
|
|||||
Net cash provided by (used in) operating activities
|
|
441,645
|
|
|
271,625
|
|
|
518,033
|
|
|
(1,010,296
|
)
|
|
221,007
|
|
|||||
Investing activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Capital project expenditures, net of reimbursements
|
|
(1,599
|
)
|
|
(122,927
|
)
|
|
—
|
|
|
—
|
|
|
(124,526
|
)
|
|||||
Capital maintenance expenditures
|
|
—
|
|
|
—
|
|
|
(2,109
|
)
|
|
—
|
|
|
(2,109
|
)
|
|||||
Proceeds from sale of property and equipment
|
|
—
|
|
|
150
|
|
|
9
|
|
|
—
|
|
|
159
|
|
|||||
Funding of loan receivable
|
|
—
|
|
|
—
|
|
|
(43,000
|
)
|
|
—
|
|
|
(43,000
|
)
|
|||||
Principal payments on loan receivable
|
|
—
|
|
|
—
|
|
|
8,000
|
|
|
—
|
|
|
8,000
|
|
|||||
Acquisition of real estate
|
|
—
|
|
|
—
|
|
|
(140,730
|
)
|
|
—
|
|
|
(140,730
|
)
|
|||||
Net cash used in investing activities
|
|
(1,599
|
)
|
|
(122,777
|
)
|
|
(177,830
|
)
|
|
—
|
|
|
(302,206
|
)
|
|||||
Financing activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Dividends paid
|
|
(388,678
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(388,678
|
)
|
|||||
Proceeds from exercise of options
|
|
20,296
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
20,296
|
|
|||||
Proceeds from issuance of long-term debt
|
|
—
|
|
|
228,000
|
|
|
—
|
|
|
—
|
|
|
228,000
|
|
|||||
Financing costs
|
|
—
|
|
|
(306
|
)
|
|
—
|
|
|
—
|
|
|
(306
|
)
|
|||||
Payments of long-term debt
|
|
—
|
|
|
(32,000
|
)
|
|
—
|
|
|
—
|
|
|
(32,000
|
)
|
|||||
Intercompany financing
|
|
(113,352
|
)
|
|
(562,452
|
)
|
|
(334,492
|
)
|
|
1,010,296
|
|
|
—
|
|
|||||
Net cash (used in) provided by financing activities
|
|
(481,734
|
)
|
|
(366,758
|
)
|
|
(334,492
|
)
|
|
1,010,296
|
|
|
(172,688
|
)
|
|||||
Net (decrease) increase in cash and cash equivalents
|
|
(41,688
|
)
|
|
(217,910
|
)
|
|
5,711
|
|
|
—
|
|
|
(253,887
|
)
|
|||||
Cash and cash equivalents at beginning of period
|
|
42,801
|
|
|
221,095
|
|
|
21,325
|
|
|
—
|
|
|
285,221
|
|
|||||
Cash and cash equivalents at end of period
|
|
$
|
1,113
|
|
|
$
|
3,185
|
|
|
$
|
27,036
|
|
|
$
|
—
|
|
|
$
|
31,334
|
|
At December 31, 2013
Condensed Consolidating Balance Sheet |
|
Parent
Guarantor
|
|
Subsidiary
Issuers
|
|
Other
Subsidiary
Non-Issuers
|
|
Eliminations
|
|
Consolidated
|
||||||||||
|
|
(in thousands)
|
||||||||||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Real estate investments, net
|
|
$
|
—
|
|
|
$
|
2,010,303
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,010,303
|
|
Property and equipment, used in operations, net
|
|
25,458
|
|
|
—
|
|
|
113,663
|
|
|
—
|
|
|
139,121
|
|
|||||
Cash and cash equivalents
|
|
42,801
|
|
|
221,095
|
|
|
21,325
|
|
|
—
|
|
|
285,221
|
|
|||||
Prepaid expenses
|
|
1,191
|
|
|
1,834
|
|
|
2,958
|
|
|
—
|
|
|
5,983
|
|
|||||
Deferred income taxes
|
|
—
|
|
|
—
|
|
|
1,885
|
|
|
343
|
|
|
2,228
|
|
|||||
Other current assets
|
|
753
|
|
|
15,708
|
|
|
906
|
|
|
—
|
|
|
17,367
|
|
|||||
Goodwill
|
|
—
|
|
|
—
|
|
|
75,521
|
|
|
—
|
|
|
75,521
|
|
|||||
Other intangible assets
|
|
—
|
|
|
—
|
|
|
9,577
|
|
|
—
|
|
|
9,577
|
|
|||||
Debt issuance costs, net of accumulated amortization of $1,270 at December 31, 2013
|
|
—
|
|
|
46,877
|
|
|
—
|
|
|
—
|
|
|
46,877
|
|
|||||
Loan receivable
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Intercompany transactions and investment in subsidiaries
|
|
104,391
|
|
|
208,739
|
|
|
308,157
|
|
|
(621,287
|
)
|
|
—
|
|
|||||
Other assets
|
|
12,880
|
|
|
—
|
|
|
4,161
|
|
|
—
|
|
|
17,041
|
|
|||||
Total assets
|
|
$
|
187,474
|
|
|
$
|
2,504,556
|
|
|
$
|
538,153
|
|
|
$
|
(620,944
|
)
|
|
$
|
2,609,239
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Accounts payable
|
|
$
|
21,006
|
|
|
$
|
—
|
|
|
$
|
391
|
|
|
$
|
—
|
|
|
$
|
21,397
|
|
Accrued expenses
|
|
8,458
|
|
|
—
|
|
|
5,325
|
|
|
—
|
|
|
13,783
|
|
|||||
Accrued interest
|
|
—
|
|
|
18,055
|
|
|
—
|
|
|
—
|
|
|
18,055
|
|
|||||
Accrued salaries and wages
|
|
7,131
|
|
|
—
|
|
|
3,206
|
|
|
—
|
|
|
10,337
|
|
|||||
Gaming, property, and other taxes
|
|
141
|
|
|
17,542
|
|
|
1,106
|
|
|
—
|
|
|
18,789
|
|
|||||
Income taxes
|
|
(4,473
|
)
|
|
12,308
|
|
|
9,421
|
|
|
—
|
|
|
17,256
|
|
|||||
Other current liabilities
|
|
12,782
|
|
|
—
|
|
|
129
|
|
|
—
|
|
|
12,911
|
|
|||||
Long-term debt
|
|
—
|
|
|
2,350,000
|
|
|
—
|
|
|
—
|
|
|
2,350,000
|
|
|||||
Deferred income taxes
|
|
—
|
|
|
—
|
|
|
3,939
|
|
|
343
|
|
|
4,282
|
|
|||||
Total liabilities
|
|
45,045
|
|
|
2,397,905
|
|
|
23,517
|
|
|
343
|
|
|
2,466,810
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Shareholders’ equity (deficit)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Common stock ($.01 par value, 550,000,000 shares authorized, 88,659,448 shares issued at December 31, 2013
|
|
887
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
887
|
|
|||||
Additional paid-in capital
|
|
3,651
|
|
|
17,271
|
|
|
162,700
|
|
|
(179,971
|
)
|
|
3,651
|
|
|||||
Retained earnings (deficit)
|
|
137,891
|
|
|
89,380
|
|
|
351,936
|
|
|
(441,316
|
)
|
|
137,891
|
|
|||||
Total shareholders’ equity (deficit)
|
|
142,429
|
|
|
106,651
|
|
|
514,636
|
|
|
(621,287
|
)
|
|
142,429
|
|
|||||
Total liabilities and shareholders’ (deficit) equity
|
|
$
|
187,474
|
|
|
$
|
2,504,556
|
|
|
$
|
538,153
|
|
|
$
|
(620,944
|
)
|
|
$
|
2,609,239
|
|
Nine months ended September 30, 2013
Condensed Consolidating Statement of Operations |
|
Parent
Guarantor
|
|
Subsidiary
Issuers
|
|
Other
Subsidiary
Non-
Issuers
|
|
Eliminations
|
|
Consolidated
|
||||||||||
|
|
(in thousands)
|
||||||||||||||||||
Revenues
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Rental
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Real estate taxes paid by tenants
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total rental revenue
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Gaming
|
|
—
|
|
|
—
|
|
|
123,508
|
|
|
—
|
|
|
123,508
|
|
|||||
Food, beverage and other
|
|
—
|
|
|
—
|
|
|
9,573
|
|
|
—
|
|
|
9,573
|
|
|||||
Total revenues
|
|
—
|
|
|
—
|
|
|
133,081
|
|
|
—
|
|
|
133,081
|
|
|||||
Less promotional allowances
|
|
—
|
|
|
—
|
|
|
(4,727
|
)
|
|
—
|
|
|
(4,727
|
)
|
|||||
Net revenues
|
|
—
|
|
|
—
|
|
|
128,354
|
|
|
—
|
|
|
128,354
|
|
|||||
Operating expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Gaming
|
|
—
|
|
|
—
|
|
|
69,182
|
|
|
—
|
|
|
69,182
|
|
|||||
Food, beverage and other
|
|
—
|
|
|
—
|
|
|
8,240
|
|
|
—
|
|
|
8,240
|
|
|||||
Real estate taxes
|
|
—
|
|
|
—
|
|
|
1,225
|
|
|
—
|
|
|
1,225
|
|
|||||
General and administrative
|
|
—
|
|
|
—
|
|
|
17,316
|
|
|
—
|
|
|
17,316
|
|
|||||
Depreciation
|
|
—
|
|
|
—
|
|
|
10,826
|
|
|
—
|
|
|
10,826
|
|
|||||
Total operating expenses
|
|
—
|
|
|
—
|
|
|
106,789
|
|
|
—
|
|
|
106,789
|
|
|||||
Income from operations
|
|
—
|
|
|
—
|
|
|
21,565
|
|
|
—
|
|
|
21,565
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Other income (expenses)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Interest expense
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Interest income
|
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
|||||
Management fee
|
|
—
|
|
|
—
|
|
|
(3,850
|
)
|
|
—
|
|
|
(3,850
|
)
|
|||||
Intercompany dividends and interest
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total other expenses
|
|
—
|
|
|
—
|
|
|
(3,849
|
)
|
|
—
|
|
|
(3,849
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Income before income taxes
|
|
—
|
|
|
—
|
|
|
17,716
|
|
|
—
|
|
|
17,716
|
|
|||||
Income tax expense
|
|
—
|
|
|
—
|
|
|
7,122
|
|
|
—
|
|
|
7,122
|
|
|||||
Net income
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
10,594
|
|
|
$
|
—
|
|
|
$
|
10,594
|
|
Nine months ended September 30, 2013
Condensed Consolidating Statement of Cash Flows |
|
Parent
Guarantor
|
|
Subsidiary
Issuers
|
|
Other
Subsidiary
Non-Issuers
|
|
Eliminations
|
|
Consolidated
|
||||||||||
|
|
(in thousands)
|
||||||||||||||||||
Operating activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Net income
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
10,594
|
|
|
$
|
—
|
|
|
$
|
10,594
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Depreciation
|
|
—
|
|
|
—
|
|
|
10,826
|
|
|
—
|
|
|
10,826
|
|
|||||
Amortization of debt issuance costs
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
(Gains) on sales of property
|
|
—
|
|
|
—
|
|
|
(31
|
)
|
|
—
|
|
|
(31
|
)
|
|||||
Deferred income taxes
|
|
—
|
|
|
—
|
|
|
(2,551
|
)
|
|
—
|
|
|
(2,551
|
)
|
|||||
Charge for stock-based compensation
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
(Increase) decrease,
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Prepaid expenses and other current assets
|
|
—
|
|
|
—
|
|
|
(1,155
|
)
|
|
—
|
|
|
(1,155
|
)
|
|||||
Other assets
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Intercompany
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Increase (decrease),
|
|
0
|
|
|
0
|
|
|
|
|
|
0
|
|
|
|
|
|||||
Accounts payable
|
|
—
|
|
|
—
|
|
|
374
|
|
|
—
|
|
|
374
|
|
|||||
Accrued expenses
|
|
—
|
|
|
—
|
|
|
(405
|
)
|
|
—
|
|
|
(405
|
)
|
|||||
Accrued interest
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Accrued salaries and wages
|
|
—
|
|
|
—
|
|
|
(579
|
)
|
|
—
|
|
|
(579
|
)
|
|||||
Gaming, pari-mutuel, property and other taxes
|
|
—
|
|
|
—
|
|
|
529
|
|
|
—
|
|
|
529
|
|
|||||
Income taxes
|
|
—
|
|
|
—
|
|
|
(4,579
|
)
|
|
—
|
|
|
(4,579
|
)
|
|||||
Other current and noncurrent liabilities
|
|
—
|
|
|
—
|
|
|
185
|
|
|
—
|
|
|
185
|
|
|||||
Net cash provided by operating activities
|
|
—
|
|
|
—
|
|
|
13,208
|
|
|
—
|
|
|
13,208
|
|
|||||
Investing activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Capital project expenditures, net of reimbursements
|
|
—
|
|
|
—
|
|
|
(657
|
)
|
|
—
|
|
|
(657
|
)
|
|||||
Capital maintenance expenditures
|
|
—
|
|
|
—
|
|
|
(2,510
|
)
|
|
—
|
|
|
(2,510
|
)
|
|||||
Proceeds from sale of property and equipment
|
|
—
|
|
|
—
|
|
|
141
|
|
|
—
|
|
|
141
|
|
|||||
Funding of loan receivable
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Principal payments on loan receivable
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Acquisition of real estate
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Net cash used in investing activities
|
|
—
|
|
|
—
|
|
|
(3,026
|
)
|
|
—
|
|
|
(3,026
|
)
|
|||||
Financing activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Net advances to Penn National Gaming, Inc.
|
|
—
|
|
|
—
|
|
|
(6,194
|
)
|
|
—
|
|
|
(6,194
|
)
|
|||||
Dividends paid
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Proceeds from exercise of options
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Proceeds from issuance of long-term debt
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Financing costs
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Payments of long-term debt
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Intercompany financing
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Net cash used in financing activities
|
|
—
|
|
|
—
|
|
|
(6,194
|
)
|
|
—
|
|
|
(6,194
|
)
|
|||||
Net increase in cash and cash equivalents
|
|
—
|
|
|
—
|
|
|
3,988
|
|
|
—
|
|
|
3,988
|
|
|||||
Cash and cash equivalents at beginning of period
|
|
—
|
|
|
—
|
|
|
14,562
|
|
|
$
|
—
|
|
|
14,562
|
|
||||
Cash and cash equivalents at end of period
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
18,550
|
|
|
$
|
—
|
|
|
$
|
18,550
|
|
•
|
Rental revenue of
$119.8 million
and
$357.7 million
, respectively, for the
three and nine months
ended
September 30, 2014
, and zero for the
three and nine months
ended
September 30, 2013
, as we had not yet entered into a lease with Penn or Casino Queen. Rental revenue for the three and nine months ended September 30, 2014 included real estate taxes of
$12.5 million
and
$37.0 million
, respectively. Under ASC 605, “Revenue Recognition,” we record revenue for the real estate taxes paid by our tenants with an offsetting expense in real estate taxes within our consolidated statement of income as we have concluded we are the primary obligor under the Master Lease.
|
•
|
Increased general and administrative expenses of
$12.2 million
for the three months ended
September 30, 2014
, primarily resulting from general and administrative expenses for our GLP Capital segment of
$11.6 million
for the three months ended
September 30, 2014
, which included compensation expense of
$0.4 million
, stock based compensation charges of
$7.4 million
, rent expense for those leases assigned to GLPI as part of the Spin-Off of
$0.7 million
, legal fees of
$0.9 million
, and transition services fees of
$0.3 million
. Compensation expense for the three months ended September 30, 2014, was reduced by an approximate $2 million adjustment to the bonus accrual for corporate executives related to the Meadows transaction. General and administrative expenses increased
$40.9 million
for the
nine months ended
September 30, 2014
, primarily resulting from general and administrative expenses for our GLP Capital segment of
$40.2 million
for the
nine months ended
September 30, 2014
, which included compensation expense of
$7.5 million
, stock based compensation charges of
$20.6 million
, rent expense for those leases assigned to GLPI as part of the Spin-Off of
$2.1 million
, legal fees of
$1.7 million
, and transition services fees of
$1.5 million
.
|
•
|
Increased depreciation expense of
$22.9 million
and
$68.6 million
, respectively, for the
three and nine months
ended
September 30, 2014
, compared to the corresponding periods in the prior year, primarily due to the real property assets transferred to GLPI as part of the Spin-Off.
|
•
|
Interest expense of
$29.4 million
and
$87.5 million
, respectively, for the
three and nine months
ended
September 30, 2014
, related to our fixed and variable rate borrowings entered into in connection with the Spin-Off. No interest expense was recognized in the three and nine month periods ended
September 30, 2013
.
|
•
|
Net income increased by
$47.2 million
and
$130.6 million
, respectively for the
three and nine months
ended
September 30, 2014
, as compared to the corresponding periods in the prior year, primarily due to the variances explained above.
|
•
|
The resolution of our jointly requested Pre-Filing Agreement from the IRS to confirm the appropriate allocation of Penn’s historical earnings and profits between GLPI and Penn. The outcome of this request will affect the amount of the dividend required to be paid by GLPI to its shareholders prior to December 31, 2014.
|
•
|
On May 14, 2014, the Company announced that it had entered into an agreement with CCR to acquire The Meadows Racetrack and Casino located in Washington, Pennsylvania, a suburb of Pittsburgh, Pennsylvania. The agreement provides that closing of the acquisition is subject to, among other things, the accuracy of CCR’s representations and its compliance with the covenants set forth in the agreement, as well as the approval of the Pennsylvania Gaming Control Board and Pennsylvania Racing Commission. On October 27, 2014, the Company filed a lawsuit in the Southern District of New York against CCR alleging, among other things, fraud, breach of the agreement and breach of the related consulting agreement entered into at the same time. The Company is seeking a declaratory judgment that CCR has breached the agreements, return of $10 million paid pursuant to the consulting agreement and an unspecified amount of additional damages. The Company will further evaluate and consider all other remedies available to it, including termination of the agreements.
|
•
|
During the three months ended September 30, 2014, operations at both Hollywood Casino Mahoning Valley Race Course and Hollywood Casino at Dayton Raceway, our two joint development properties with Penn commenced operations. In June 2012, Penn announced that it had filed applications with the Ohio Lottery Commission for Video Lottery Sales Agent Licenses for its Ohio racetracks, and with the Ohio State Racing Commission for permission to relocate the racetracks. In connection with the Spin-Off, Penn transferred these properties to us and we received the appropriate approvals from the Ohio regulatory bodies to participate in the development of the new racetracks. Operations at Hollywood Gaming at Mahoning Valley Race Course commenced on September 17, 2014. The new facility at Mahoning Valley Race Course is a thoroughbred track that opened with 850 video lottery terminals and is located on 193 acres in the Centrepointe Business Park near the intersection of Interstate 80 and Ohio Route 46. Hollywood Gaming at Dayton Raceway opened its doors to the public on August 28, 2014 and is a standardbred track that opened with 1,000 video lottery terminals and is located on 119 acres on the site of an abandoned Delphi Automotive plant near Wagner Ford and Needmore roads in North Dayton. GLPI’s share of the budget for these two projects was limited solely to real estate construction costs which were budgeted at $100.0 million and $89.5 million for the Mahoning Valley Race Course and Dayton Raceway facilities, respectively, of which $100.0 million and $88.2 million has been paid or accrued through
September 30, 2014
. Both facilities were added to the Master Lease upon commencement of operations.
|
•
|
Operations at the Argosy Casino Sioux City ceased at the end of July, as the result of a ruling of the Iowa Racing and Gaming Commission (“IRGC”). Penn challenged the denial of its gaming license renewal by the IRGC but was ultimately ordered to cease operations by the Iowa Supreme Court. The closure of the Sioux City property resulted in reduced rental revenue of approximately $1.1 million for the three months ended
September 30, 2014
and will result in reduced rental revenue of approximately $1.6 million for the fourth quarter of 2014 and $6.2 million on an annual go
|
•
|
On December 9, 2013, GLPI announced that it had entered into an agreement to acquire the real estate assets associated with the Casino Queen in East St. Louis, Illinois. The casino and adjacent land cover approximately 78 acres and include a 157 room hotel and a 38,000 square foot casino. The transaction closed in January 2014. See Note 4 to the condensed consolidated financial statements for further details.
|
•
|
Hollywood Casino Perryville continued to face increased competition, led by the August 26, 2014 opening of the Horseshoe Casino Baltimore, located in downtown Baltimore. In addition, Maryland Live!, at the Arundel Mills mall in Anne Arundel, Maryland opened table games on April 11, 2013, and a 52 table poker room in late August 2013. Both facilities have negatively impacted Perryville's results of operations.
|
•
|
In November 2012, voters approved legislation authorizing a sixth casino in Prince George’s County Maryland and the ability to add table games to Maryland’s five existing and planned casinos. The new law also changes the tax rate casino operators pay the state, varying from casino to casino, allows all casinos in Maryland to be open 24 hours per day for the entire year, and permits casinos to directly purchase slot machines in exchange for gaming tax reductions. Table games were opened at our Perryville, Maryland facility on March 5, 2013. We expect Perryville’s tax rate to decrease from 67 percent to 61 percent when the facility directly purchases its slot machines in April 2015. The option for an additional 5 percent tax reduction is possible in 2019 if an independent commission agrees. In December 2013, the license for the sixth casino in Prince George’s County was granted. The proposed $925 million casino, which cannot open until the earlier of July 2016 or 30 months after the opening date of the Horseshoe Casino Baltimore, will adversely impact Hollywood Casino Perryville’s financial results.
|
•
|
The fact that a wholly-owned subsidiary of Penn is the lessee of substantially all of our properties pursuant to the Master Lease and accounts for a significant portion of our revenues. We expect to grow our portfolio by pursuing opportunities to acquire additional gaming facilities to lease to gaming operators under prudent terms, which may or may not include Penn.
|
•
|
The fact that the rules dealing with U.S. federal income taxation are constantly under review by persons involved in the legislative process and by the IRS and the U.S. Department of the Treasury. Changes to the tax laws or interpretations thereof, with or without retroactive application, could materially and adversely affect GLPI investors or GLPI.
|
•
|
The risks related to economic conditions and the effect of such conditions on consumer spending for leisure and gaming activities, which may negatively impact our gaming tenants and operators.
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
|
(in thousands)
|
|
(in thousands)
|
||||||||||||
Revenues
|
|
|
|
|
|
|
|
|
|
|
|
||||
Rental
|
$
|
107,326
|
|
|
$
|
—
|
|
|
$
|
320,738
|
|
|
$
|
—
|
|
Real estate taxes paid by tenants
|
12,512
|
|
|
—
|
|
|
36,956
|
|
|
—
|
|
||||
Total rental revenue
|
119,838
|
|
|
—
|
|
|
357,694
|
|
|
—
|
|
||||
Gaming
|
36,473
|
|
|
38,129
|
|
|
114,677
|
|
|
123,508
|
|
||||
Food, beverage and other
|
3,015
|
|
|
2,984
|
|
|
8,934
|
|
|
9,573
|
|
||||
Total revenues
|
159,326
|
|
|
41,113
|
|
|
481,305
|
|
|
133,081
|
|
||||
Less promotional allowances
|
(1,531
|
)
|
|
(1,480
|
)
|
|
(4,396
|
)
|
|
(4,727
|
)
|
||||
Net revenues
|
157,795
|
|
|
39,633
|
|
|
476,909
|
|
|
128,354
|
|
||||
Operating expenses
|
|
|
|
|
|
|
|
|
|
|
|
||||
Gaming
|
20,504
|
|
|
21,701
|
|
|
64,233
|
|
|
69,182
|
|
||||
Food, beverage and other
|
2,471
|
|
|
2,690
|
|
|
7,526
|
|
|
8,240
|
|
||||
Real estate taxes
|
12,929
|
|
|
413
|
|
|
38,208
|
|
|
1,225
|
|
||||
General and administrative
|
17,743
|
|
|
5,553
|
|
|
58,215
|
|
|
17,316
|
|
||||
Depreciation
|
26,526
|
|
|
3,611
|
|
|
79,397
|
|
|
10,826
|
|
||||
Total operating expenses
|
80,173
|
|
|
33,968
|
|
|
247,579
|
|
|
106,789
|
|
||||
Income from operations
|
$
|
77,622
|
|
|
$
|
5,665
|
|
|
$
|
229,330
|
|
|
$
|
21,565
|
|
|
Three Months Ended September 30,
|
||||||||||||||
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
|
Net Revenues
|
|
Income from Operations
|
||||||||||||
|
(in thousands)
|
||||||||||||||
GLP Capital
|
$
|
119,845
|
|
|
$
|
—
|
|
|
$
|
72,288
|
|
|
$
|
—
|
|
TRS Properties
|
37,950
|
|
|
39,633
|
|
|
5,334
|
|
|
5,665
|
|
||||
Total
|
$
|
157,795
|
|
|
$
|
39,633
|
|
|
$
|
77,622
|
|
|
$
|
5,665
|
|
|
Nine Months Ended September 30,
|
||||||||||||||
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
|
Net Revenues
|
|
Income from Operations
|
||||||||||||
|
(in thousands)
|
||||||||||||||
GLP Capital
|
$
|
357,701
|
|
|
$
|
—
|
|
|
$
|
210,378
|
|
|
$
|
—
|
|
TRS Properties
|
119,208
|
|
|
128,354
|
|
|
18,952
|
|
|
21,565
|
|
||||
Total
|
$
|
476,909
|
|
|
$
|
128,354
|
|
|
$
|
229,330
|
|
|
$
|
21,565
|
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
Net income
|
$
|
49,902
|
|
|
$
|
2,681
|
|
|
$
|
141,226
|
|
|
$
|
10,594
|
|
(Gains) losses from sales of property
|
(146
|
)
|
|
(1
|
)
|
|
13
|
|
|
(31
|
)
|
||||
Real estate depreciation
|
23,472
|
|
|
—
|
|
|
70,205
|
|
|
—
|
|
||||
Funds from operations
|
$
|
73,228
|
|
|
$
|
2,680
|
|
|
$
|
211,444
|
|
|
$
|
10,563
|
|
Other depreciation
|
3,054
|
|
|
3,611
|
|
|
9,192
|
|
|
10,826
|
|
||||
Amortization of debt issuance costs
|
2,020
|
|
|
—
|
|
|
6,038
|
|
|
—
|
|
||||
Stock based compensation
|
3,536
|
|
|
—
|
|
|
8,623
|
|
|
—
|
|
||||
Maintenance CAPEX
|
(641
|
)
|
|
(766
|
)
|
|
(2,109
|
)
|
|
(2,510
|
)
|
||||
Adjusted funds from operations
|
$
|
81,197
|
|
|
$
|
5,525
|
|
|
$
|
233,188
|
|
|
$
|
18,879
|
|
Interest, net
|
28,755
|
|
|
—
|
|
|
85,623
|
|
|
(1
|
)
|
||||
Management fees
|
—
|
|
|
1,189
|
|
|
—
|
|
|
3,850
|
|
||||
Income tax (benefit) expense
|
(1,035
|
)
|
|
1,795
|
|
|
2,481
|
|
|
7,122
|
|
||||
Maintenance CAPEX
|
641
|
|
|
766
|
|
|
2,109
|
|
|
2,510
|
|
||||
Amortization of debt issuance costs
|
(2,020
|
)
|
|
—
|
|
|
(6,038
|
)
|
|
—
|
|
||||
Adjusted EBITDA
|
$
|
107,538
|
|
|
$
|
9,275
|
|
|
$
|
317,363
|
|
|
$
|
32,360
|
|
|
|
GLP Capital
(1)
|
|
TRS Properties
|
||||||||
Three Months Ended September 30,
|
|
2014
|
|
2014
|
|
2013
|
||||||
|
|
(in thousands)
|
||||||||||
Net income
|
|
$
|
47,624
|
|
|
$
|
2,278
|
|
|
$
|
2,681
|
|
(Gains) losses from sales of property
|
|
(150
|
)
|
|
4
|
|
|
(1
|
)
|
|||
Real estate depreciation
|
|
23,472
|
|
|
—
|
|
|
—
|
|
|||
Funds from operations
|
|
$
|
70,946
|
|
|
$
|
2,282
|
|
|
$
|
2,680
|
|
Other depreciation
|
|
—
|
|
|
3,054
|
|
|
3,611
|
|
|||
Debt issuance costs amortization
|
|
2,020
|
|
|
—
|
|
|
—
|
|
|||
Stock based compensation
|
|
3,536
|
|
|
—
|
|
|
—
|
|
|||
Maintenance CAPEX
|
|
—
|
|
|
(641
|
)
|
|
(766
|
)
|
|||
Adjusted funds from operations
|
|
$
|
76,502
|
|
|
$
|
4,695
|
|
|
$
|
5,525
|
|
Interest, net
(2)
|
|
26,155
|
|
|
2,600
|
|
|
—
|
|
|||
Management fees
|
|
—
|
|
|
—
|
|
|
1,189
|
|
|||
Income tax (benefit) expense
|
|
(1,491
|
)
|
|
456
|
|
|
1,795
|
|
|||
Maintenance CAPEX
|
|
—
|
|
|
641
|
|
|
766
|
|
|||
Debt issuance costs amortization
|
|
(2,020
|
)
|
|
—
|
|
|
—
|
|
|||
Adjusted EBITDA
|
|
$
|
99,146
|
|
|
$
|
8,392
|
|
|
$
|
9,275
|
|
|
|
GLP Capital
(1)
|
|
TRS Properties
|
||||||||
Nine Months Ended September 30,
|
|
2014
|
|
2014
|
|
2013
|
||||||
|
|
(in thousands)
|
||||||||||
Net income
|
|
$
|
134,048
|
|
|
$
|
7,178
|
|
|
$
|
10,594
|
|
(Gains) losses from sales of property
|
|
(150
|
)
|
|
163
|
|
|
(31
|
)
|
|||
Real estate depreciation
|
|
70,205
|
|
|
—
|
|
|
—
|
|
|||
Funds from operations
|
|
$
|
204,103
|
|
|
$
|
7,341
|
|
|
$
|
10,563
|
|
Other depreciation
|
|
—
|
|
|
9,192
|
|
|
10,826
|
|
|||
Debt issuance costs amortization
|
|
6,038
|
|
|
—
|
|
|
—
|
|
|||
Stock based compensation
|
|
8,623
|
|
|
—
|
|
|
—
|
|
|||
Maintenance CAPEX
|
|
—
|
|
|
(2,109
|
)
|
|
(2,510
|
)
|
|||
Adjusted funds from operations
|
|
$
|
218,764
|
|
|
$
|
14,424
|
|
|
$
|
18,879
|
|
Interest, net
(2)
|
|
77,821
|
|
|
7,802
|
|
|
(1
|
)
|
|||
Management fees
|
|
—
|
|
|
—
|
|
|
3,850
|
|
|||
Income tax (benefit) expense
|
|
(1,491
|
)
|
|
3,972
|
|
|
7,122
|
|
|||
Maintenance CAPEX
|
|
—
|
|
|
2,109
|
|
|
2,510
|
|
|||
Debt issuance costs amortization
|
|
(6,038
|
)
|
|
—
|
|
|
—
|
|
|||
Adjusted EBITDA
|
|
$
|
289,056
|
|
|
$
|
28,307
|
|
|
$
|
32,360
|
|
|
(1)
|
GLP Capital operations commenced November 1, 2013 in connection with the Spin-Off.
|
(2)
|
Interest expense, net for the GLP Capital segment is net of intercompany interest eliminations of
$2.6 million
and
$7.8 million
, respectively, for the
three and nine
months ended
September 30, 2014
.
|
|
|
|
|
|
|
|
|
Percentage
|
|||||||
Three Months Ended September 30,
|
|
2014
|
|
2013
|
|
Variance
|
|
Variance
|
|||||||
Total rental revenue
|
|
$
|
119,838
|
|
|
$
|
—
|
|
|
$
|
119,838
|
|
|
N/A
|
|
Gaming
|
|
36,473
|
|
|
38,129
|
|
|
(1,656
|
)
|
|
(4.3
|
)%
|
|||
Food, beverage and other
|
|
3,015
|
|
|
2,984
|
|
|
31
|
|
|
1.0
|
%
|
|||
Total Revenues
|
|
159,326
|
|
|
41,113
|
|
|
118,213
|
|
|
287.5
|
%
|
|||
Less promotional allowances
|
|
(1,531
|
)
|
|
(1,480
|
)
|
|
(51
|
)
|
|
3.4
|
%
|
|||
Net revenues
|
|
$
|
157,795
|
|
|
$
|
39,633
|
|
|
$
|
118,162
|
|
|
298.1
|
%
|
|
|
|
|
|
|
|
|
Percentage
|
|||||||
Nine Months Ended September 30,
|
|
2014
|
|
2013
|
|
Variance
|
|
Variance
|
|||||||
Total rental revenue
|
|
$
|
357,694
|
|
|
$
|
—
|
|
|
$
|
357,694
|
|
|
N/A
|
|
Gaming
|
|
114,677
|
|
|
123,508
|
|
|
(8,831
|
)
|
|
(7.2
|
)%
|
|||
Food, beverage and other
|
|
8,934
|
|
|
9,573
|
|
|
(639
|
)
|
|
(6.7
|
)%
|
|||
Total Revenues
|
|
481,305
|
|
|
133,081
|
|
|
348,224
|
|
|
261.7
|
%
|
|||
Less promotional allowances
|
|
(4,396
|
)
|
|
(4,727
|
)
|
|
331
|
|
|
(7.0
|
)%
|
|||
Net revenues
|
|
$
|
476,909
|
|
|
$
|
128,354
|
|
|
$
|
348,555
|
|
|
271.6
|
%
|
|
|
|
|
|
|
|
|
Percentage
|
|||||||
Three Months Ended September 30,
|
|
2014
|
|
2013
|
|
Variance
|
|
Variance
|
|||||||
Gaming
|
|
$
|
20,504
|
|
|
$
|
21,701
|
|
|
$
|
(1,197
|
)
|
|
(5.5
|
)%
|
Food, beverage and other
|
|
2,471
|
|
|
2,690
|
|
|
(219
|
)
|
|
(8.1
|
)%
|
|||
Real estate taxes
|
|
12,929
|
|
|
413
|
|
|
12,516
|
|
|
3,030.5
|
%
|
|||
General and administrative
|
|
17,743
|
|
|
5,553
|
|
|
12,190
|
|
|
219.5
|
%
|
|||
Depreciation
|
|
26,526
|
|
|
3,611
|
|
|
22,915
|
|
|
634.6
|
%
|
|||
Total operating expenses
|
|
$
|
80,173
|
|
|
$
|
33,968
|
|
|
$
|
46,205
|
|
|
136.0
|
%
|
|
|
|
|
|
|
|
|
Percentage
|
|||||||
Nine Months Ended September 30,
|
|
2014
|
|
2013
|
|
Variance
|
|
Variance
|
|||||||
Gaming
|
|
$
|
64,233
|
|
|
$
|
69,182
|
|
|
$
|
(4,949
|
)
|
|
(7.2
|
)%
|
Food, beverage and other
|
|
7,526
|
|
|
8,240
|
|
|
(714
|
)
|
|
(8.7
|
)%
|
|||
Real estate taxes
|
|
38,208
|
|
|
1,225
|
|
|
36,983
|
|
|
3,019.0
|
%
|
|||
General and administrative
|
|
58,215
|
|
|
17,316
|
|
|
40,899
|
|
|
236.2
|
%
|
|||
Depreciation
|
|
79,397
|
|
|
10,826
|
|
|
68,571
|
|
|
633.4
|
%
|
|||
Total operating expenses
|
|
$
|
247,579
|
|
|
$
|
106,789
|
|
|
$
|
140,790
|
|
|
131.8
|
%
|
|
|
|
|
|
|
|
|
Percentage
|
|||||||
Three Months Ended September 30,
|
|
2014
|
|
2013
|
|
Variance
|
|
Variance
|
|||||||
Interest expense
|
|
$
|
(29,378
|
)
|
|
$
|
—
|
|
|
$
|
(29,378
|
)
|
|
N/A
|
|
Interest income
|
|
623
|
|
|
—
|
|
|
623
|
|
|
N/A
|
|
|||
Management fee
|
|
—
|
|
|
(1,189
|
)
|
|
1,189
|
|
|
(100.0
|
)%
|
|||
Total other expenses
|
|
$
|
(28,755
|
)
|
|
$
|
(1,189
|
)
|
|
$
|
(27,566
|
)
|
|
2,318.4
|
%
|
|
|
|
|
|
|
|
|
Percentage
|
|||||||
Nine Months Ended September 30,
|
|
2014
|
|
2013
|
|
Variance
|
|
Variance
|
|||||||
Interest expense
|
|
$
|
(87,460
|
)
|
|
$
|
—
|
|
|
$
|
(87,460
|
)
|
|
N/A
|
|
Interest income
|
|
1,837
|
|
|
1
|
|
|
1,836
|
|
|
183,600.0
|
%
|
|||
Management fee
|
|
—
|
|
|
(3,850
|
)
|
|
3,850
|
|
|
(100.0
|
)%
|
|||
Total other expenses
|
|
$
|
(85,623
|
)
|
|
$
|
(3,849
|
)
|
|
$
|
(81,774
|
)
|
|
2,124.6
|
%
|
|
12/31/2014
|
|
12/31/2015
|
|
12/31/2016
|
|
12/31/2017
|
|
12/31/2018
|
|
Thereafter
|
|
Total
|
|
Fair Value at 9/30/2014
|
||||||||||||||||
|
(in thousands)
|
||||||||||||||||||||||||||||||
Long-term debt:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Fixed rate
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
550,000
|
|
|
$
|
1,500,000
|
|
|
$
|
2,050,000
|
|
|
$
|
2,101,000
|
|
Average interest rate
|
|
|
|
|
|
|
|
|
|
|
|
|
4.38%
|
|
5.04%
|
|
|
|
|
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Variable rate
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
496,000
|
|
|
$
|
—
|
|
|
$
|
496,000
|
|
|
$
|
474,920
|
|
Average interest rate
(1)
|
|
|
|
|
|
|
|
|
|
|
|
|
4.28%
|
|
|
|
|
|
|
|
|
|
|
Exhibit
|
|
Description of Exhibit
|
|
|
|
10.1*
|
|
Agreement of Sale, dated as of September 19, 2014, between Wyomissing Professional Center Inc. and GLP Capital, L.P.
|
|
|
|
10.2*
|
|
Construction Management Agreement, dated as of September 24, 2014, between GLP Capital, L.P. and CB Consulting Group, LLC.
|
31.1*
|
|
CEO Certification pursuant to rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934.
|
|
|
|
31.2*
|
|
CFO Certification pursuant to rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934.
|
|
|
|
32.1*
|
|
CEO Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
32.2*
|
|
CFO Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
101*
|
|
Interactive data files pursuant to Rule 405 of Regulation S-T: (i) the Condensed Consolidated Balance Sheets at September 30, 2014 and December 31, 2013, (ii) the Condensed Consolidated Statements of Income for the three and nine months ended September 30, 2014 and 2013, (iii) the Condensed Consolidated Statements of Changes in Shareholders’ Equity for the nine months ended September 30, 2014, (iv) the Condensed Consolidated Statements of Cash Flows for nine months ended September 30, 2014 and 2013 and (v) the notes to the Condensed Consolidated Financial Statements.
|
|
*
|
Filed or furnished, as applicable, herewith
|
|
GAMING AND LEISURE PROPERTIES, INC.
|
|
|
|
|
November 7, 2014
|
By:
|
/s/ William J. Clifford
|
|
|
William J. Clifford
|
|
|
Chief Financial Officer
|
|
|
(Principal Financial Officer)
|
Exhibit
|
|
Description of Exhibit
|
|
|
|
10.1
|
|
Agreement of Sale, dated as of September 19, 2014, between Wyomissing Professional Center Inc. and GLP Capital, L.P.
|
|
|
|
10.2
|
|
Construction Management Agreement, dated as of September 24, 2014, between GLP Capital, L.P. and CB Consulting Group, LLC.
|
31.1
|
|
CEO Certification pursuant to rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934.
|
|
|
|
31.2
|
|
CFO Certification pursuant to rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934.
|
|
|
|
32.1
|
|
CEO Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
32.2
|
|
CFO Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
101
|
|
Interactive data files pursuant to Rule 405 of Regulation S-T: (i) the Condensed Consolidated Balance Sheets at September 30, 2014 and December 31, 2013, (ii) the Condensed Consolidated Statements of Income for the three and nine months ended September 30, 2014 and 2013, (iii) the Condensed Consolidated Statements of Changes in Shareholders’ Equity for the nine months ended September 30, 2014, (iv) the Condensed Consolidated Statements of Cash Flows for nine months ended September 30, 2014 and 2013 and (v) the notes to the Condensed Consolidated Financial Statements.
|
|
If to the Seller:
|
Wyomissing Professional Center, Inc
c/o Carlino Development Group
875 Berkshire Boulevard
Suite 102
Wyomissing, PA 19610
|
|
|
|
|
|
|
If to the Buyer:
|
Gaming and Leisure Properties, Inc.
825 Berkshire Boulevard, Suite 400
Wyomissing, PA 19610
|
|
|
|
|
WYOMISSING PROFESSIONAL CENTER Inc
|
|
|
(“Seller”)
|
|
|
|
|
|
By:
/s/ Peter M. Carlino
|
|
|
President
|
|
|
|
|
|
Attest:
/s/ David A. Binder
|
|
|
Vice President
|
|
|
|
|
|
GLP CAPITAL, L.P. (“Buyer”)
|
|
|
BY: GAMING AND LEISURE PROPERTIES, INC.,
|
|
|
its general partner
|
Witness:
|
|
|
/s/ Melissa Furillo
|
|
By:
/s/ Steven T. Snyder
|
|
|
SVP, Corporate Development
|
|
|
|
|
|
Attest:
/s/ Brandon J. Moore
|
|
|
Secretary
|
|
|
|
AGREEMENT
m
a
d
e as
of the
2
4
t
h d
ay
o
f
Sept
e
mb
e
r i
n
the yea
r
2014
(
In w
ords
, i
ndi
c
a
te
day
,
month
and ye
a
r.)
|
|
ADDITIONS AND DELETIONS:
|
|
|
The author of this document has added information needed for its completion. The author may also have revised the text of the original AIA standard form. An Additions and Deletions Report that notes added information as well as revisions to the standard form text is available from the author and should be reviewed. A vertical line in the left margin of this document indicates where the author has added necessary information and where the author has added to or deleted from the original AIA text.
|
BETWEEN
th
e
O
wne
r:
(N
ame
,
l
eg
al
s
ta
t
u
s
,
add
r
e
ss
and
o
th
er
informat
io
n
)
|
|
|
|
|
|
G
LP Capital
,
L.
P
.
825 Berkshire Bou
l
e
vard
Su
i
t
e
400
W
y
omissin
g,
P
A
19610
|
|
|
|
|
|
a
nd
t
he Constru
c
ti
o
n Manager:
(Na
me, legal st
a
tu
s,
address and other information)
|
|
|
|
|
|
CB Consulting Group, LLC
308 Sunshine Road
Reading, PA 19601
|
|
|
|
|
|
fo
r the following P
ro
ject:
(N
am
e,
locati
o
n a
nd
detaile
d
d
escripti
on)
|
|
This document has important legal
consequences. Consultation with an
attorney is encouraged with respect
to its completion or modification.
|
|
|
|
WPC Project: 845
845 Be
r
kshire Boulevard
Wyomissing
,
PA 19610
|
|
This document is intended to be used in conjunction with AIA Documents A232™-2009, Standard Form of Agreement Between Owner and Contractor, Construction Manager as Adviser Edition; A232™-2009,General Conditions of the Contract for Construction, Construction Manager as Adviser Edition; and B132™-2009, Standard Form of Agreement Between Owner and Architect, Construction Manager as Adviser Edition.
|
|
|
|
T
h
e
Architect:
(N
am
e,
legal
s
t
at
u
s
,
a
ddres
s
an
d ot
h
e
r info
r
m
at
i
o
n)
|
|
|
|
|
|
A
r
c
hitectural
C
onc
e
pts
,
PC
,
Pro
fess
ional Co
r
po
ra
ti
o
n
The Grimmet M
a
nsion
6
26 West Lin
c
oln Highway
Ex
ton
,
PA 19341
T
e
lephone Numb
e
r: 610
.
518.15
96
Fax
Numbe
r
:
6
10.873
.
1587
|
|
|
|
|
AIA Document A232™-2009 is adopted in this document by reference. Do not use with other general conditions unless this document is modified.
|
Th
e
Owner and
C
onstruction Man
a
g
e
r agree a
s
foll
ow
s
.
|
|
Init.
/
|
AIA Document C132™-2009,(formerly B801™ CMa -1992). Copyright
©
1973,1980,1992 and 2009 by the American Institute of Architects. All rights reserved.
WARNING: This AIA
®
Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA
®
Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law.
This document was produced by AIA software at 17:56:43 on 09/24/2014 under Order No. 7908820585_1 which expires on 06/13/2015, and is not for resale.
User Notes: (1632449335)
|
1
|
Init.
/
|
AIA Document C132™-2009,(formerly B801™ CMa -1992). Copyright
©
1973,1980,1992 and 2009 by the American Institute of Architects. All rights reserved.
WARNING: This AIA
®
Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA
®
Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law.
This document was produced by AIA software at 17:56:43 on 09/24/2014 under Order No. 7908820585_1 which expires on 06/13/2015, and is not for resale.
User Notes: (1632449335)
|
2
|
Init.
/
|
AIA Document C132™-2009,(formerly B801™ CMa -1992). Copyright
©
1973,1980,1992 and 2009 by the American Institute of Architects. All rights reserved.
WARNING: This AIA
®
Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA
®
Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law.
This document was produced by AIA software at 17:56:43 on 09/24/2014 under Order No. 7908820585_1 which expires on 06/13/2015, and is not for resale.
User Notes: (1632449335)
|
3
|
Init.
/
|
AIA Document C132™-2009,(formerly B801™ CMa -1992). Copyright
©
1973,1980,1992 and 2009 by the American Institute of Architects. All rights reserved.
WARNING: This AIA
®
Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA
®
Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law.
This document was produced by AIA software at 17:56:43 on 09/24/2014 under Order No. 7908820585_1 which expires on 06/13/2015, and is not for resale.
User Notes: (1632449335)
|
4
|
Init.
/
|
AIA Document C132™-2009,(formerly B801™ CMa -1992). Copyright
©
1973,1980,1992 and 2009 by the American Institute of Architects. All rights reserved.
WARNING: This AIA
®
Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA
®
Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law.
This document was produced by AIA software at 17:56:43 on 09/24/2014 under Order No. 7908820585_1 which expires on 06/13/2015, and is not for resale.
User Notes: (1632449335)
|
5
|
Init.
/
|
AIA Document C132™-2009,(formerly B801™ CMa -1992). Copyright
©
1973,1980,1992 and 2009 by the American Institute of Architects. All rights reserved.
WARNING: This AIA
®
Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA
®
Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law.
This document was produced by AIA software at 17:56:43 on 09/24/2014 under Order No. 7908820585_1 which expires on 06/13/2015, and is not for resale.
User Notes: (1632449335)
|
6
|
S
e
rvice
s
|
Responsibility
(Construction Manager, Owner or Not Provided)
|
Loc
a
tion of S
e
rvice Description
(Section 4
.
2 below or in an exhibit attached to this document and identified below)
|
Intentionally omitted
|
Init.
/
|
AIA Document C132™-2009,(formerly B801™ CMa -1992). Copyright
©
1973,1980,1992 and 2009 by the American Institute of Architects. All rights reserved.
WARNING: This AIA
®
Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA
®
Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law.
This document was produced by AIA software at 17:56:43 on 09/24/2014 under Order No. 7908820585_1 which expires on 06/13/2015, and is not for resale.
User Notes: (1632449335)
|
7
|
Init.
/
|
AIA Document C132™-2009,(formerly B801™ CMa -1992). Copyright
©
1973,1980,1992 and 2009 by the American Institute of Architects. All rights reserved.
WARNING: This AIA
®
Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA
®
Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law.
This document was produced by AIA software at 17:56:43 on 09/24/2014 under Order No. 7908820585_1 which expires on 06/13/2015, and is not for resale.
User Notes: (1632449335)
|
8
|
Init.
/
|
AIA Document C132™-2009,(formerly B801™ CMa -1992). Copyright
©
1973,1980,1992 and 2009 by the American Institute of Architects. All rights reserved.
WARNING: This AIA
®
Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA
®
Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law.
This document was produced by AIA software at 17:56:43 on 09/24/2014 under Order No. 7908820585_1 which expires on 06/13/2015, and is not for resale.
User Notes: (1632449335)
|
9
|
Init.
/
|
AIA Document C132™-2009,(formerly B801™ CMa -1992). Copyright
©
1973,1980,1992 and 2009 by the American Institute of Architects. All rights reserved.
WARNING: This AIA
®
Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA
®
Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law.
This document was produced by AIA software at 17:56:43 on 09/24/2014 under Order No. 7908820585_1 which expires on 06/13/2015, and is not for resale.
User Notes: (1632449335)
|
10
|
Init.
/
|
AIA Document C132™-2009,(formerly B801™ CMa -1992). Copyright
©
1973,1980,1992 and 2009 by the American Institute of Architects. All rights reserved.
WARNING: This AIA
®
Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA
®
Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law.
This document was produced by AIA software at 17:56:43 on 09/24/2014 under Order No. 7908820585_1 which expires on 06/13/2015, and is not for resale.
User Notes: (1632449335)
|
11
|
Init.
/
|
AIA Document C132™-2009,(formerly B801™ CMa -1992). Copyright
©
1973,1980,1992 and 2009 by the American Institute of Architects. All rights reserved.
WARNING: This AIA
®
Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA
®
Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law.
This document was produced by AIA software at 17:56:43 on 09/24/2014 under Order No. 7908820585_1 which expires on 06/13/2015, and is not for resale.
User Notes: (1632449335)
|
12
|
/s/ Steven T. Snyder
|
/s/ David A. Binder
|
OWNER
(Signature)
|
CONSTRUCTION MANAGER
(Signature)
|
|
|
Steven T. Snyder, SVP Development
|
David A. Binder, Member
|
(Printed name and title)
|
(Printed name and title)
|
|
|
|
|
|
|
|
|
|
|
|
|
Init.
/
|
AIA Document C132™-2009,(formerly B801™ CMa -1992). Copyright
©
1973,1980,1992 and 2009 by the American Institute of Architects. All rights reserved.
WARNING: This AIA
®
Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA
®
Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law.
This document was produced by AIA software at 17:56:43 on 09/24/2014 under Order No. 7908820585_1 which expires on 06/13/2015, and is not for resale.
User Notes: (1632449335)
|
13
|
November 7, 2014
|
/s/ Peter M. Carlino
|
|
Name: Peter M. Carlino
|
|
Chief Executive Officer
|
November 7, 2014
|
/s/ William J. Clifford
|
|
Name: William J. Clifford
|
|
Chief Financial Officer
|
|
/s/ Peter M. Carlino
|
|
Peter M. Carlino
|
|
Chief Executive Officer
|
|
November 7, 2014
|
|
/s/ William J. Clifford
|
|
William J. Clifford
|
|
Chief Financial Officer
|
|
November 7, 2014
|