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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
x
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Accelerated filer
¨
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Non-accelerated filer
¨
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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 April 30, 2015
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Common Stock, par value $.01 per share
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115,846,867
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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 ultimate outcome of any potential transaction between the Company and Pinnacle Entertainment Inc. ("Pinnacle") including the possibilities that we will not pursue a transaction with Pinnacle and that Pinnacle will not engage in negotiations with respect to a transaction with us;
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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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our ability to maintain our status 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 status 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 elected 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, 2014
, 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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March 31,
2015 |
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December 31, 2014
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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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2,157,003
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$
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2,180,124
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Property and equipment, used in operations, net
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136,533
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134,028
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Cash and cash equivalents
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45,367
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35,973
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Prepaid expenses
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7,468
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7,900
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Deferred tax assets, current
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1,568
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2,015
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Other current assets
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47,644
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45,254
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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 $11,347 and $9,327 at March 31, 2015 and December 31, 2014, respectively
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37,106
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39,126
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Loan receivable
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33,463
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34,000
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Deferred tax assets, non-current
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808
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679
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Other assets
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419
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383
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Total assets
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$
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2,552,477
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$
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2,564,580
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Liabilities
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Accounts payable
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$
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3,301
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$
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4,409
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Accrued expenses
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5,756
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5,339
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Accrued interest
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42,431
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17,528
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Accrued salaries and wages
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6,387
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12,581
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Gaming, property, and other taxes
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25,132
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22,741
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Income taxes
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1,572
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—
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Current maturities of long-term debt
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99
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81
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Other current liabilities
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16,237
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15,788
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Long-term debt, net of current maturities
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2,576,364
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2,609,406
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Deferred tax liabilities, non-current
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738
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1,443
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Total liabilities
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2,678,017
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2,689,316
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Shareholders’ deficit
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Common stock ($.01 par value, 550,000,000 shares authorized, 114,213,335 and 112,981,088 shares issued at March 31, 2015 and December 31, 2014, respectively)
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1,142
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1,130
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Additional paid-in capital
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903,608
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888,860
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Retained deficit
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(1,030,290
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)
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(1,014,726
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)
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Total shareholders’ deficit
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(125,540
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)
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(124,736
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)
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Total liabilities and shareholders’ deficit
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$
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2,552,477
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$
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2,564,580
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Three Months Ended March 31,
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||||||
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2015
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2014
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||||
Revenues
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Rental
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$
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111,504
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$
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106,114
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Real estate taxes paid by tenants
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13,350
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11,998
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Total rental revenue
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124,854
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118,112
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Gaming
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36,379
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38,755
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Food, beverage and other
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2,815
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2,831
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Total revenues
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164,048
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159,698
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Less promotional allowances
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(1,387
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)
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(1,370
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)
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Net revenues
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162,661
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158,328
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Operating expenses
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Gaming
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19,016
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21,562
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Food, beverage and other
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2,184
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2,546
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Real estate taxes
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13,755
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12,423
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General and administrative
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21,539
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20,941
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Depreciation
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27,411
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26,522
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Total operating expenses
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83,905
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83,994
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Income from operations
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78,756
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74,334
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Other income (expenses)
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Interest expense
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(29,562
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)
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(28,974
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)
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Interest income
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595
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|
546
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Total other expenses
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(28,967
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)
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(28,428
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)
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Income before income taxes
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49,789
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45,906
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Income tax expense
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2,702
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1,594
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Net income
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$
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47,087
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$
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44,312
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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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0.41
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$
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0.40
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Diluted earnings per common share
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$
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0.40
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$
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0.38
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Dividends paid per common share
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$
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0.55
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$
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0.52
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Common Stock
|
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Additional
Paid-In
Capital
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Retained
Deficit
|
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Total
Shareholders’
Deficit
|
|||||||||||
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Shares
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Amount
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|
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||||||||||||
Balance, December 31, 2014
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112,981,088
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$
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1,130
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$
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888,860
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$
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(1,014,726
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)
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$
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(124,736
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)
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Stock option activity
|
1,166,823
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11
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|
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12,597
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—
|
|
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12,608
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||||
Restricted stock activity
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65,424
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1
|
|
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2,151
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|
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—
|
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2,152
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Dividends paid
|
—
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—
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—
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(62,651
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)
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(62,651
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)
|
||||
Net income
|
—
|
|
|
—
|
|
|
—
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47,087
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47,087
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|
||||
Balance, March 31, 2015
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114,213,335
|
|
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$
|
1,142
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|
|
$
|
903,608
|
|
|
$
|
(1,030,290
|
)
|
|
$
|
(125,540
|
)
|
Three months ended March 31,
|
|
2015
|
|
2014
|
||||
Operating activities
|
|
|
|
|
|
|
||
Net income
|
|
$
|
47,087
|
|
|
$
|
44,312
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|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
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|
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Depreciation
|
|
27,411
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|
|
26,522
|
|
||
Amortization of debt issuance costs
|
|
2,020
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|
|
2,007
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|
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Losses on dispositions of property
|
|
1
|
|
|
158
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|
||
Deferred income taxes
|
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(386
|
)
|
|
(898
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)
|
||
Stock-based compensation
|
|
4,394
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|
|
1,951
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|
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Decrease (increase),
|
|
|
|
|
|
|
||
Prepaid expenses and other current assets
|
|
838
|
|
|
(5,201
|
)
|
||
Other assets
|
|
—
|
|
|
(273
|
)
|
||
(Decrease) increase,
|
|
|
|
|
|
|
||
Accounts payable
|
|
(1,345
|
)
|
|
43
|
|
||
Accrued expenses
|
|
415
|
|
|
(6,788
|
)
|
||
Accrued interest
|
|
24,903
|
|
|
24,814
|
|
||
Accrued salaries and wages
|
|
(6,194
|
)
|
|
(2,202
|
)
|
||
Gaming, pari-mutuel, property and other taxes
|
|
(406
|
)
|
|
4,975
|
|
||
Income taxes
|
|
1,572
|
|
|
(11,367
|
)
|
||
Other current and noncurrent liabilities
|
|
449
|
|
|
1,674
|
|
||
Net cash provided by operating activities
|
|
100,759
|
|
|
79,727
|
|
||
Investing activities
|
|
|
|
|
|
|
||
Capital project expenditures, net of reimbursements
|
|
(5,640
|
)
|
|
(24,002
|
)
|
||
Capital maintenance expenditures
|
|
(951
|
)
|
|
(871
|
)
|
||
Proceeds from sale of property and equipment
|
|
5
|
|
|
—
|
|
||
Increase in cash escrow
|
|
—
|
|
|
(3,356
|
)
|
||
Funding of loan receivable
|
|
—
|
|
|
(43,000
|
)
|
||
Principal payments on loan receivable
|
|
538
|
|
|
2,000
|
|
||
Acquisition of real estate
|
|
—
|
|
|
(140,730
|
)
|
||
Other investing activities
|
|
(36
|
)
|
|
—
|
|
||
Net cash used in investing activities
|
|
(6,084
|
)
|
|
(209,959
|
)
|
||
Financing activities
|
|
|
|
|
|
|
||
Dividends paid
|
|
(62,651
|
)
|
|
(270,040
|
)
|
||
Proceeds from exercise of options
|
|
10,394
|
|
|
13,321
|
|
||
Proceeds from issuance of long-term debt
|
|
—
|
|
|
182,008
|
|
||
Payments of long-term debt
|
|
(33,024
|
)
|
|
(32,000
|
)
|
||
Net cash used in financing activities
|
|
(85,281
|
)
|
|
(106,711
|
)
|
||
Net increase (decrease) in cash and cash equivalents
|
|
9,394
|
|
|
(236,943
|
)
|
||
Cash and cash equivalents at beginning of period
|
|
35,973
|
|
|
285,221
|
|
||
Cash and cash equivalents at end of period
|
|
$
|
45,367
|
|
|
$
|
48,278
|
|
|
March 31, 2015
|
|
December 31, 2014
|
||||||||||||
|
Carrying
Amount
|
|
Fair
Value
|
|
Carrying
Amount
|
|
Fair
Value
|
||||||||
Financial assets:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Cash and cash equivalents
|
$
|
45,367
|
|
|
$
|
45,367
|
|
|
$
|
35,973
|
|
|
$
|
35,973
|
|
Deferred compensation plan assets
|
14,826
|
|
|
14,826
|
|
|
14,280
|
|
|
14,280
|
|
||||
Loan receivable
|
33,463
|
|
|
33,463
|
|
|
34,000
|
|
|
34,000
|
|
||||
Financial liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Deferred compensation plan liabilities
|
14,901
|
|
|
14,901
|
|
|
14,369
|
|
|
14,369
|
|
||||
Long-term debt
|
|
|
|
|
|
|
|
|
|
|
|
||||
Senior unsecured credit facility
|
525,000
|
|
|
509,250
|
|
|
558,000
|
|
|
535,010
|
|
||||
Senior notes
|
2,050,000
|
|
|
2,107,025
|
|
|
2,050,000
|
|
|
2,091,000
|
|
|
Three Months Ended March 31,
|
||||||
|
2015
|
|
2014
|
||||
|
(in thousands)
|
||||||
Video lottery
|
$
|
31,241
|
|
|
$
|
33,381
|
|
Table game
|
4,810
|
|
|
4,940
|
|
||
Poker
|
328
|
|
|
434
|
|
||
Total gaming revenue, net of cash incentives
|
$
|
36,379
|
|
|
$
|
38,755
|
|
|
Three Months Ended March 31,
|
||||||
|
2015
|
|
2014
|
||||
|
(in thousands)
|
||||||
Food and beverage
|
$
|
1,377
|
|
|
$
|
1,361
|
|
Other
|
10
|
|
|
9
|
|
||
Total promotional allowances
|
$
|
1,387
|
|
|
$
|
1,370
|
|
|
Three Months Ended March 31,
|
||||||
|
2015
|
|
2014
|
||||
|
(in thousands)
|
||||||
Food and beverage
|
$
|
596
|
|
|
$
|
716
|
|
Other
|
3
|
|
|
3
|
|
||
Total cost of complimentary services
|
$
|
599
|
|
|
$
|
719
|
|
|
Three Months Ended March 31,
|
||||
|
2015
|
|
2014
|
||
|
(in thousands)
|
||||
Determination of shares:
|
|
|
|
|
|
Weighted-average common shares outstanding
|
113,666
|
|
|
111,198
|
|
Assumed conversion of dilutive employee stock-based awards
|
4,232
|
|
|
6,282
|
|
Assumed conversion of restricted stock
|
219
|
|
|
370
|
|
Assumed conversion of performance-based restricted stock awards
|
382
|
|
|
—
|
|
Diluted weighted-average common shares outstanding
|
118,499
|
|
|
117,850
|
|
|
Three Months Ended March 31,
|
||||||
|
2015
|
|
2014
|
||||
|
(in thousands, expect per share data)
|
||||||
Calculation of basic EPS:
|
|
|
|
|
|
||
Net income
|
$
|
47,087
|
|
|
$
|
44,312
|
|
Less: Net income allocated to participating securities
|
(215
|
)
|
|
(175
|
)
|
||
Net income attributable to common shareholders
|
$
|
46,872
|
|
|
$
|
44,137
|
|
Weighted-average common shares outstanding
|
113,666
|
|
|
111,198
|
|
||
Basic EPS
|
$
|
0.41
|
|
|
$
|
0.40
|
|
|
|
|
|
||||
Calculation of diluted EPS:
|
|
|
|
|
|
||
Net income
|
$
|
47,087
|
|
|
$
|
44,312
|
|
Diluted weighted-average common shares outstanding
|
118,499
|
|
|
117,850
|
|
||
Diluted EPS
|
$
|
0.40
|
|
|
$
|
0.38
|
|
|
Number of Award
Shares
|
|
Outstanding at December 31, 2014
|
468,841
|
|
Granted
|
163,783
|
|
Released
|
(107,152
|
)
|
Canceled
|
(5,028
|
)
|
Outstanding at March 31, 2015
|
520,444
|
|
|
Number of Performance-Based Award Shares
|
|
Outstanding at December 31, 2014
|
543,556
|
|
Granted
|
548,000
|
|
Released
|
—
|
|
Canceled
|
—
|
|
Outstanding at March 31, 2015
|
1,091,556
|
|
|
March 31,
2015 |
|
December 31,
2014 |
||||
|
(in thousands)
|
||||||
Land and improvements
|
$
|
454,181
|
|
|
$
|
454,181
|
|
Building and improvements
|
2,288,664
|
|
|
2,288,664
|
|
||
Construction in progress
|
3,381
|
|
|
2,576
|
|
||
Total real estate investments
|
2,746,226
|
|
|
2,745,421
|
|
||
Less accumulated depreciation
|
(589,223
|
)
|
|
(565,297
|
)
|
||
Real estate investments, net
|
$
|
2,157,003
|
|
|
$
|
2,180,124
|
|
|
March 31,
2015 |
|
December 31,
2014 |
||||
|
(in thousands)
|
||||||
Land and improvements
|
$
|
31,595
|
|
|
$
|
31,595
|
|
Building and improvements
|
116,867
|
|
|
116,867
|
|
||
Furniture, fixtures, and equipment
|
103,782
|
|
|
103,612
|
|
||
Construction in progress
|
6,455
|
|
|
724
|
|
||
Total property and equipment
|
258,699
|
|
|
252,798
|
|
||
Less accumulated depreciation
|
(122,166
|
)
|
|
(118,770
|
)
|
||
Property and equipment, net
|
$
|
136,533
|
|
|
$
|
134,028
|
|
|
March 31,
2015 |
|
December 31,
2014 |
||||
|
(in thousands)
|
||||||
Senior unsecured credit facility
|
$
|
525,000
|
|
|
$
|
558,000
|
|
$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
|
|
||
Capital lease
|
$
|
1,463
|
|
|
$
|
1,487
|
|
Total long-term debt
|
$
|
2,576,463
|
|
|
$
|
2,609,487
|
|
Less current maturities of long-term debt
|
$
|
(99
|
)
|
|
$
|
(81
|
)
|
Long-term debt, net of current maturities
|
$
|
2,576,364
|
|
|
$
|
2,609,406
|
|
Within one year
|
$
|
99
|
|
2-3 years
|
212
|
|
|
4-5 years
|
1,075,233
|
|
|
Over 5 years
|
1,500,919
|
|
|
Total minimum payments
|
$
|
2,576,463
|
|
|
|
|
Three Months Ended March 31, 2015
|
|
Three Months Ended March 31, 2014
|
||||||||||||||||||||||||||||
(in thousands)
|
|
GLP Capital
|
|
TRS Properties
|
|
Eliminations
(1)
|
|
Total
|
|
GLP Capital
|
|
TRS Properties
|
|
Eliminations
(1)
|
|
Total
|
||||||||||||||||
Net revenues
|
|
$
|
124,854
|
|
|
$
|
37,807
|
|
|
$
|
—
|
|
|
$
|
162,661
|
|
|
$
|
118,112
|
|
|
$
|
40,216
|
|
|
$
|
—
|
|
|
$
|
158,328
|
|
Income from operations
|
|
71,556
|
|
|
7,200
|
|
|
—
|
|
|
78,756
|
|
|
67,871
|
|
|
6,463
|
|
|
—
|
|
|
74,334
|
|
||||||||
Interest, net
|
|
28,968
|
|
|
2,600
|
|
|
(2,601
|
)
|
|
28,967
|
|
|
28,428
|
|
|
2,601
|
|
|
(2,601
|
)
|
|
28,428
|
|
||||||||
Income before income taxes
|
|
45,189
|
|
|
4,600
|
|
|
—
|
|
|
49,789
|
|
|
42,044
|
|
|
3,862
|
|
|
—
|
|
|
45,906
|
|
||||||||
Income tax expense
|
|
810
|
|
|
1,892
|
|
|
—
|
|
|
2,702
|
|
|
—
|
|
|
1,594
|
|
|
—
|
|
|
1,594
|
|
||||||||
Net income
|
|
44,379
|
|
|
2,708
|
|
|
—
|
|
|
47,087
|
|
|
42,044
|
|
|
2,268
|
|
|
—
|
|
|
44,312
|
|
||||||||
Depreciation
|
|
24,393
|
|
|
3,018
|
|
|
—
|
|
|
27,411
|
|
|
23,441
|
|
|
3,081
|
|
|
—
|
|
|
26,522
|
|
||||||||
Capital project expenditures, net of reimbursements
|
|
609
|
|
|
5,031
|
|
|
—
|
|
|
5,640
|
|
|
24,002
|
|
|
—
|
|
|
—
|
|
|
24,002
|
|
||||||||
Capital maintenance expenditures
|
|
—
|
|
|
951
|
|
|
—
|
|
|
951
|
|
|
—
|
|
|
871
|
|
|
—
|
|
|
871
|
|
At March 31, 2015
Condensed Consolidating Balance Sheet |
|
Parent
Guarantor
|
|
Subsidiary
Issuers
|
|
Other
Subsidiary
Non-Issuers
|
|
Eliminations
|
|
Consolidated
|
||||||||||
|
|
(in thousands)
|
||||||||||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Real estate investments, net
|
|
$
|
—
|
|
|
$
|
2,019,952
|
|
|
$
|
137,051
|
|
|
$
|
—
|
|
|
$
|
2,157,003
|
|
Property and equipment, used in operations, net
|
|
—
|
|
|
24,775
|
|
|
111,758
|
|
|
—
|
|
|
136,533
|
|
|||||
Cash and cash equivalents
|
|
—
|
|
|
20,020
|
|
|
25,347
|
|
|
—
|
|
|
45,367
|
|
|||||
Prepaid expenses
|
|
—
|
|
|
4,408
|
|
|
3,060
|
|
|
—
|
|
|
7,468
|
|
|||||
Deferred tax assets, current
|
|
—
|
|
|
—
|
|
|
1,568
|
|
|
—
|
|
|
1,568
|
|
|||||
Other current assets
|
|
—
|
|
|
44,115
|
|
|
3,529
|
|
|
—
|
|
|
47,644
|
|
|||||
Goodwill
|
|
—
|
|
|
—
|
|
|
75,521
|
|
|
—
|
|
|
75,521
|
|
|||||
Other intangible assets
|
|
—
|
|
|
—
|
|
|
9,577
|
|
|
—
|
|
|
9,577
|
|
|||||
Debt issuance costs, net of accumulated amortization of $11,347 at March 31, 2015
|
|
—
|
|
|
37,106
|
|
|
—
|
|
|
—
|
|
|
37,106
|
|
|||||
Loan receivable
|
|
—
|
|
|
—
|
|
|
33,463
|
|
|
—
|
|
|
33,463
|
|
|||||
Intercompany loan receivable
|
|
—
|
|
|
193,595
|
|
|
—
|
|
|
(193,595
|
)
|
|
—
|
|
|||||
Intercompany transactions and investment in subsidiaries
|
|
(125,540
|
)
|
|
194,180
|
|
|
85,370
|
|
|
(154,010
|
)
|
|
—
|
|
|||||
Deferred tax assets, non-current
|
|
—
|
|
|
—
|
|
|
808
|
|
|
—
|
|
|
808
|
|
|||||
Other assets
|
|
—
|
|
|
292
|
|
|
127
|
|
|
—
|
|
|
419
|
|
|||||
Total assets
|
|
$
|
(125,540
|
)
|
|
$
|
2,538,443
|
|
|
$
|
487,179
|
|
|
$
|
(347,605
|
)
|
|
$
|
2,552,477
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Accounts payable
|
|
$
|
—
|
|
|
$
|
2,636
|
|
|
$
|
665
|
|
|
$
|
—
|
|
|
$
|
3,301
|
|
Accrued expenses
|
|
—
|
|
|
1,041
|
|
|
4,715
|
|
|
—
|
|
|
5,756
|
|
|||||
Accrued interest
|
|
—
|
|
|
42,431
|
|
|
—
|
|
|
—
|
|
|
42,431
|
|
|||||
Accrued salaries and wages
|
|
—
|
|
|
4,283
|
|
|
2,104
|
|
|
—
|
|
|
6,387
|
|
|||||
Gaming, property, and other taxes
|
|
—
|
|
|
21,548
|
|
|
3,584
|
|
|
—
|
|
|
25,132
|
|
|||||
Income taxes
|
|
—
|
|
|
682
|
|
|
890
|
|
|
—
|
|
|
1,572
|
|
|||||
Current maturities of long-term debt
|
|
—
|
|
|
99
|
|
|
—
|
|
|
—
|
|
|
99
|
|
|||||
Other current liabilities
|
|
—
|
|
|
14,901
|
|
|
1,336
|
|
|
—
|
|
|
16,237
|
|
|||||
Long-term debt, net of current maturities
|
|
—
|
|
|
2,576,364
|
|
|
—
|
|
|
—
|
|
|
2,576,364
|
|
|||||
Intercompany loan payable
|
|
—
|
|
|
—
|
|
|
193,595
|
|
|
(193,595
|
)
|
|
—
|
|
|||||
Deferred tax liabilities, non-current
|
|
—
|
|
|
—
|
|
|
738
|
|
|
—
|
|
|
738
|
|
|||||
Total liabilities
|
|
—
|
|
|
2,663,985
|
|
|
207,627
|
|
|
(193,595
|
)
|
|
2,678,017
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Shareholders’ (deficit) equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Common stock ($.01 par value, 550,000,000 shares authorized, 114,213,335 shares issued at March 31, 2015
|
|
1,142
|
|
|
1,142
|
|
|
1,142
|
|
|
(2,284
|
)
|
|
1,142
|
|
|||||
Additional paid-in capital
|
|
903,608
|
|
|
903,608
|
|
|
1,056,445
|
|
|
(1,960,053
|
)
|
|
903,608
|
|
|||||
Retained (deficit) earnings
|
|
(1,030,290
|
)
|
|
(1,030,292
|
)
|
|
(778,035
|
)
|
|
1,808,327
|
|
|
(1,030,290
|
)
|
|||||
Total shareholders’ (deficit) equity
|
|
(125,540
|
)
|
|
(125,542
|
)
|
|
279,552
|
|
|
(154,010
|
)
|
|
(125,540
|
)
|
|||||
Total liabilities and shareholders’ (deficit) equity
|
|
$
|
(125,540
|
)
|
|
$
|
2,538,443
|
|
|
$
|
487,179
|
|
|
$
|
(347,605
|
)
|
|
$
|
2,552,477
|
|
Three months ended March 31, 2015
Condensed Consolidating Statement of Operations |
|
Parent
Guarantor
|
|
Subsidiary
Issuers
|
|
Other
Subsidiary
Non-Issuers
|
|
Eliminations
|
|
Consolidated
|
||||||||||
|
|
(in thousands)
|
||||||||||||||||||
Revenues
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Rental
|
|
$
|
—
|
|
|
$
|
108,004
|
|
|
$
|
3,500
|
|
|
$
|
—
|
|
|
$
|
111,504
|
|
Real estate taxes paid by tenants
|
|
—
|
|
|
12,827
|
|
|
523
|
|
|
—
|
|
|
13,350
|
|
|||||
Total rental revenue
|
|
—
|
|
|
120,831
|
|
|
4,023
|
|
|
—
|
|
|
124,854
|
|
|||||
Gaming
|
|
—
|
|
|
—
|
|
|
36,379
|
|
|
—
|
|
|
36,379
|
|
|||||
Food, beverage and other
|
|
—
|
|
|
—
|
|
|
2,815
|
|
|
—
|
|
|
2,815
|
|
|||||
Total revenues
|
|
—
|
|
|
120,831
|
|
|
43,217
|
|
|
—
|
|
|
164,048
|
|
|||||
Less promotional allowances
|
|
—
|
|
|
—
|
|
|
(1,387
|
)
|
|
—
|
|
|
(1,387
|
)
|
|||||
Net revenues
|
|
—
|
|
|
120,831
|
|
|
41,830
|
|
|
—
|
|
|
162,661
|
|
|||||
Operating expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Gaming
|
|
—
|
|
|
—
|
|
|
19,016
|
|
|
—
|
|
|
19,016
|
|
|||||
Food, beverage and other
|
|
—
|
|
|
—
|
|
|
2,184
|
|
|
—
|
|
|
2,184
|
|
|||||
Real estate taxes
|
|
—
|
|
|
12,827
|
|
|
928
|
|
|
—
|
|
|
13,755
|
|
|||||
General and administrative
|
|
—
|
|
|
15,556
|
|
|
5,983
|
|
|
—
|
|
|
21,539
|
|
|||||
Depreciation
|
|
—
|
|
|
23,632
|
|
|
3,779
|
|
|
—
|
|
|
27,411
|
|
|||||
Total operating expenses
|
|
—
|
|
|
52,015
|
|
|
31,890
|
|
|
—
|
|
|
83,905
|
|
|||||
Income from operations
|
|
—
|
|
|
68,816
|
|
|
9,940
|
|
|
—
|
|
|
78,756
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Other income (expenses)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Interest expense
|
|
—
|
|
|
(29,562
|
)
|
|
—
|
|
|
—
|
|
|
(29,562
|
)
|
|||||
Interest income
|
|
—
|
|
|
10
|
|
|
585
|
|
|
—
|
|
|
595
|
|
|||||
Intercompany dividends and interest
|
|
—
|
|
|
10,086
|
|
|
400
|
|
|
(10,486
|
)
|
|
—
|
|
|||||
Total other expenses
|
|
—
|
|
|
(19,466
|
)
|
|
985
|
|
|
(10,486
|
)
|
|
(28,967
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Income before income taxes
|
|
—
|
|
|
49,350
|
|
|
10,925
|
|
|
(10,486
|
)
|
|
49,789
|
|
|||||
Income tax expense
|
|
—
|
|
|
810
|
|
|
1,892
|
|
|
—
|
|
|
2,702
|
|
|||||
Net income
|
|
$
|
—
|
|
|
$
|
48,540
|
|
|
$
|
9,033
|
|
|
$
|
(10,486
|
)
|
|
$
|
47,087
|
|
Three months ended March 31, 2015
Condensed Consolidating Statement of Cash Flows |
|
Parent
Guarantor
|
|
Subsidiary
Issuers
|
|
Other
Subsidiary
Non-Issuers
|
|
Eliminations
|
|
Consolidated
|
||||||||||
|
|
(in thousands)
|
||||||||||||||||||
Operating activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Net income
|
|
$
|
—
|
|
|
$
|
48,540
|
|
|
$
|
9,033
|
|
|
$
|
(10,486
|
)
|
|
$
|
47,087
|
|
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Depreciation
|
|
—
|
|
|
23,632
|
|
|
3,779
|
|
|
—
|
|
|
27,411
|
|
|||||
Amortization of debt issuance costs
|
|
—
|
|
|
2,020
|
|
|
—
|
|
|
—
|
|
|
2,020
|
|
|||||
Losses on dispositions of property
|
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
|||||
Deferred income taxes
|
|
—
|
|
|
—
|
|
|
(386
|
)
|
|
—
|
|
|
(386
|
)
|
|||||
Stock-based compensation
|
|
—
|
|
|
4,394
|
|
|
—
|
|
|
—
|
|
|
4,394
|
|
|||||
(Increase) decrease,
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Prepaid expenses and other current assets
|
|
—
|
|
|
(593
|
)
|
|
1,431
|
|
|
—
|
|
|
838
|
|
|||||
Other assets
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Intercompany
|
|
—
|
|
|
2,365
|
|
|
(2,365
|
)
|
|
—
|
|
|
—
|
|
|||||
Increase (decrease),
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Accounts payable
|
|
—
|
|
|
(1,800
|
)
|
|
455
|
|
|
—
|
|
|
(1,345
|
)
|
|||||
Accrued expenses
|
|
—
|
|
|
408
|
|
|
7
|
|
|
—
|
|
|
415
|
|
|||||
Accrued interest
|
|
—
|
|
|
24,903
|
|
|
—
|
|
|
—
|
|
|
24,903
|
|
|||||
Accrued salaries and wages
|
|
—
|
|
|
(5,730
|
)
|
|
(464
|
)
|
|
—
|
|
|
(6,194
|
)
|
|||||
Gaming, pari-mutuel, property and other taxes
|
|
—
|
|
|
(613
|
)
|
|
207
|
|
|
—
|
|
|
(406
|
)
|
|||||
Income taxes
|
|
—
|
|
|
847
|
|
|
725
|
|
|
—
|
|
|
1,572
|
|
|||||
Other current and noncurrent liabilities
|
|
—
|
|
|
532
|
|
|
(83
|
)
|
|
—
|
|
|
449
|
|
|||||
Net cash provided by (used in) operating activities
|
|
—
|
|
|
98,905
|
|
|
12,340
|
|
|
(10,486
|
)
|
|
100,759
|
|
|||||
Investing activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Capital project expenditures, net of reimbursements
|
|
—
|
|
|
(609
|
)
|
|
(5,031
|
)
|
|
—
|
|
|
(5,640
|
)
|
|||||
Capital maintenance expenditures
|
|
—
|
|
|
—
|
|
|
(951
|
)
|
|
—
|
|
|
(951
|
)
|
|||||
Proceeds from sale of property and equipment
|
|
—
|
|
|
—
|
|
|
5
|
|
|
—
|
|
|
5
|
|
|||||
Funding of loan receivable
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Principal payments on loan receivable
|
|
—
|
|
|
—
|
|
|
538
|
|
|
—
|
|
|
538
|
|
|||||
Acquisition of real estate
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Other investing activities
|
|
—
|
|
|
(36
|
)
|
|
—
|
|
|
—
|
|
|
(36
|
)
|
|||||
Net cash used in investing activities
|
|
—
|
|
|
(645
|
)
|
|
(5,439
|
)
|
|
—
|
|
|
(6,084
|
)
|
|||||
Financing activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Dividends paid
|
|
(62,651
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(62,651
|
)
|
|||||
Proceeds from exercise of options
|
|
10,394
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10,394
|
|
|||||
Proceeds from issuance of long-term debt
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Financing costs
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Payments of long-term debt
|
|
—
|
|
|
(33,024
|
)
|
|
—
|
|
|
—
|
|
|
(33,024
|
)
|
|||||
Intercompany financing
|
|
49,614
|
|
|
(49,666
|
)
|
|
(10,434
|
)
|
|
10,486
|
|
|
—
|
|
|||||
Net cash (used in) provided by financing activities
|
|
(2,643
|
)
|
|
(82,690
|
)
|
|
(10,434
|
)
|
|
10,486
|
|
|
(85,281
|
)
|
|||||
Net (decrease) increase in cash and cash equivalents
|
|
(2,643
|
)
|
|
15,570
|
|
|
(3,533
|
)
|
|
—
|
|
|
9,394
|
|
|||||
Cash and cash equivalents at beginning of period
|
|
2,643
|
|
|
4,450
|
|
|
28,880
|
|
|
—
|
|
|
35,973
|
|
|||||
Cash and cash equivalents at end of period
|
|
$
|
—
|
|
|
$
|
20,020
|
|
|
$
|
25,347
|
|
|
$
|
—
|
|
|
$
|
45,367
|
|
At December 31, 2014
Condensed Consolidating Balance Sheet |
|
Parent
Guarantor
|
|
Subsidiary
Issuers
|
|
Other
Subsidiary
Non-Issuers
|
|
Eliminations
|
|
Consolidated
|
||||||||||
|
|
(in thousands)
|
||||||||||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Real estate investments, net
|
|
$
|
—
|
|
|
$
|
2,042,311
|
|
|
$
|
137,813
|
|
|
$
|
—
|
|
|
$
|
2,180,124
|
|
Property and equipment, used in operations, net
|
|
25,228
|
|
|
—
|
|
|
108,800
|
|
|
—
|
|
|
134,028
|
|
|||||
Cash and cash equivalents
|
|
2,643
|
|
|
4,450
|
|
|
28,880
|
|
|
—
|
|
|
35,973
|
|
|||||
Prepaid expenses
|
|
1,096
|
|
|
2,196
|
|
|
3,110
|
|
|
1,498
|
|
|
7,900
|
|
|||||
Deferred tax assets, current
|
|
—
|
|
|
—
|
|
|
2,015
|
|
|
—
|
|
|
2,015
|
|
|||||
Other current assets
|
|
14,947
|
|
|
27,417
|
|
|
2,890
|
|
|
—
|
|
|
45,254
|
|
|||||
Goodwill
|
|
—
|
|
|
—
|
|
|
75,521
|
|
|
—
|
|
|
75,521
|
|
|||||
Other intangible assets
|
|
—
|
|
|
—
|
|
|
9,577
|
|
|
—
|
|
|
9,577
|
|
|||||
Debt issuance costs, net of accumulated amortization of $9,327 at December 31, 2014
|
|
—
|
|
|
39,126
|
|
|
—
|
|
|
—
|
|
|
39,126
|
|
|||||
Loan receivable
|
|
—
|
|
|
—
|
|
|
34,000
|
|
|
—
|
|
|
34,000
|
|
|||||
Intercompany loan receivable
|
|
—
|
|
|
193,595
|
|
|
—
|
|
|
(193,595
|
)
|
|
—
|
|
|||||
Intercompany transactions and investment in subsidiaries
|
|
(138,987
|
)
|
|
195,092
|
|
|
65,255
|
|
|
(121,360
|
)
|
|
—
|
|
|||||
Deferred tax assets, non-current
|
|
—
|
|
|
—
|
|
|
679
|
|
|
—
|
|
|
679
|
|
|||||
Other assets
|
|
256
|
|
|
—
|
|
|
127
|
|
|
—
|
|
|
383
|
|
|||||
Total assets
|
|
$
|
(94,817
|
)
|
|
$
|
2,504,187
|
|
|
$
|
468,667
|
|
|
$
|
(313,457
|
)
|
|
$
|
2,564,580
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Accounts payable
|
|
$
|
4,011
|
|
|
$
|
188
|
|
|
$
|
210
|
|
|
$
|
—
|
|
|
$
|
4,409
|
|
Accrued expenses
|
|
514
|
|
|
119
|
|
|
4,706
|
|
|
—
|
|
|
5,339
|
|
|||||
Accrued interest
|
|
—
|
|
|
17,528
|
|
|
—
|
|
|
—
|
|
|
17,528
|
|
|||||
Accrued salaries and wages
|
|
10,013
|
|
|
—
|
|
|
2,568
|
|
|
—
|
|
|
12,581
|
|
|||||
Gaming, property, and other taxes
|
|
1,012
|
|
|
18,874
|
|
|
2,855
|
|
|
—
|
|
|
22,741
|
|
|||||
Income taxes
|
|
—
|
|
|
(165
|
)
|
|
(1,333
|
)
|
|
1,498
|
|
|
—
|
|
|||||
Current maturities of long-term debt
|
|
—
|
|
|
81
|
|
|
—
|
|
|
—
|
|
|
81
|
|
|||||
Other current liabilities
|
|
14,369
|
|
|
—
|
|
|
1,419
|
|
|
—
|
|
|
15,788
|
|
|||||
Long-term debt, net of current maturities
|
|
—
|
|
|
2,609,406
|
|
|
—
|
|
|
—
|
|
|
2,609,406
|
|
|||||
Intercompany loan payable
|
|
—
|
|
|
—
|
|
|
193,595
|
|
|
(193,595
|
)
|
|
—
|
|
|||||
Deferred tax liabilities, non-current
|
|
—
|
|
|
—
|
|
|
1,443
|
|
|
—
|
|
|
1,443
|
|
|||||
Total liabilities
|
|
29,919
|
|
|
2,646,031
|
|
|
205,463
|
|
|
(192,097
|
)
|
|
2,689,316
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Shareholders’ (deficit) equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Common stock ($.01 par value, 550,000,000 shares authorized, 112,981,088 shares issued at December 31, 2014
|
|
1,130
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,130
|
|
|||||
Additional paid-in capital
|
|
888,860
|
|
|
139,811
|
|
|
292,547
|
|
|
(432,358
|
)
|
|
888,860
|
|
|||||
Retained (deficit) earnings
|
|
(1,014,726
|
)
|
|
(281,655
|
)
|
|
(29,343
|
)
|
|
310,998
|
|
|
(1,014,726
|
)
|
|||||
Total shareholders’ (deficit) equity
|
|
(124,736
|
)
|
|
(141,844
|
)
|
|
263,204
|
|
|
(121,360
|
)
|
|
(124,736
|
)
|
|||||
Total liabilities and shareholders’ (deficit) equity
|
|
$
|
(94,817
|
)
|
|
$
|
2,504,187
|
|
|
$
|
468,667
|
|
|
$
|
(313,457
|
)
|
|
$
|
2,564,580
|
|
Three months ended March 31, 2014
Condensed Consolidating Statement of Operations |
|
Parent
Guarantor
|
|
Subsidiary
Issuers
|
|
Other
Subsidiary
Non-
Issuers
|
|
Eliminations
|
|
Consolidated
|
||||||||||
|
|
(in thousands)
|
||||||||||||||||||
Revenues
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Rental
|
|
$
|
—
|
|
|
$
|
103,442
|
|
|
$
|
2,672
|
|
|
$
|
—
|
|
|
$
|
106,114
|
|
Real estate taxes paid by tenants
|
|
—
|
|
|
11,629
|
|
|
369
|
|
|
—
|
|
|
11,998
|
|
|||||
Total rental revenue
|
|
—
|
|
|
115,071
|
|
|
3,041
|
|
|
—
|
|
|
118,112
|
|
|||||
Gaming
|
|
—
|
|
|
—
|
|
|
38,755
|
|
|
—
|
|
|
38,755
|
|
|||||
Food, beverage and other
|
|
—
|
|
|
—
|
|
|
2,831
|
|
|
—
|
|
|
2,831
|
|
|||||
Total revenues
|
|
—
|
|
|
115,071
|
|
|
44,627
|
|
|
—
|
|
|
159,698
|
|
|||||
Less promotional allowances
|
|
—
|
|
|
—
|
|
|
(1,370
|
)
|
|
—
|
|
|
(1,370
|
)
|
|||||
Net revenues
|
|
—
|
|
|
115,071
|
|
|
43,257
|
|
|
—
|
|
|
158,328
|
|
|||||
Operating expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Gaming
|
|
—
|
|
|
—
|
|
|
21,562
|
|
|
—
|
|
|
21,562
|
|
|||||
Food, beverage and other
|
|
—
|
|
|
—
|
|
|
2,546
|
|
|
—
|
|
|
2,546
|
|
|||||
Real estate taxes
|
|
—
|
|
|
11,629
|
|
|
794
|
|
|
—
|
|
|
12,423
|
|
|||||
General and administrative
|
|
14,084
|
|
|
718
|
|
|
6,139
|
|
|
—
|
|
|
20,941
|
|
|||||
Depreciation
|
|
439
|
|
|
22,283
|
|
|
3,800
|
|
|
—
|
|
|
26,522
|
|
|||||
Total operating expenses
|
|
14,523
|
|
|
34,630
|
|
|
34,841
|
|
|
—
|
|
|
83,994
|
|
|||||
Income from operations
|
|
(14,523
|
)
|
|
80,441
|
|
|
8,416
|
|
|
—
|
|
|
74,334
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Other income (expenses)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Interest expense
|
|
—
|
|
|
(28,974
|
)
|
|
—
|
|
|
—
|
|
|
(28,974
|
)
|
|||||
Interest income
|
|
—
|
|
|
—
|
|
|
546
|
|
|
—
|
|
|
546
|
|
|||||
Intercompany dividends and interest
|
|
275,012
|
|
|
8,986
|
|
|
277,004
|
|
|
(561,002
|
)
|
|
—
|
|
|||||
Total other expenses
|
|
275,012
|
|
|
(19,988
|
)
|
|
277,550
|
|
|
(561,002
|
)
|
|
(28,428
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Income before income taxes
|
|
260,489
|
|
|
60,453
|
|
|
285,966
|
|
|
(561,002
|
)
|
|
45,906
|
|
|||||
Income tax expense
|
|
—
|
|
|
—
|
|
|
1,594
|
|
|
—
|
|
|
1,594
|
|
|||||
Net income
|
|
$
|
260,489
|
|
|
$
|
60,453
|
|
|
$
|
284,372
|
|
|
$
|
(561,002
|
)
|
|
$
|
44,312
|
|
Three months ended March 31, 2014
Condensed Consolidating Statement of Cash Flows |
|
Parent
Guarantor
|
|
Subsidiary
Issuers
|
|
Other
Subsidiary
Non-Issuers
|
|
Eliminations
|
|
Consolidated
|
||||||||||
|
|
(in thousands)
|
||||||||||||||||||
Operating activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Net income
|
|
$
|
260,489
|
|
|
$
|
60,453
|
|
|
$
|
284,372
|
|
|
$
|
(561,002
|
)
|
|
$
|
44,312
|
|
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Depreciation
|
|
439
|
|
|
22,283
|
|
|
3,800
|
|
|
—
|
|
|
26,522
|
|
|||||
Amortization of debt issuance costs
|
|
—
|
|
|
2,007
|
|
|
—
|
|
|
—
|
|
|
2,007
|
|
|||||
Losses on dispositions of property
|
|
—
|
|
|
—
|
|
|
158
|
|
|
—
|
|
|
158
|
|
|||||
Deferred income taxes
|
|
—
|
|
|
—
|
|
|
(898
|
)
|
|
—
|
|
|
(898
|
)
|
|||||
Stock-based compensation
|
|
1,951
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,951
|
|
|||||
(Increase) decrease,
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Prepaid expenses and other current assets
|
|
1,028
|
|
|
(3,392
|
)
|
|
(2,837
|
)
|
|
—
|
|
|
(5,201
|
)
|
|||||
Other assets
|
|
(249
|
)
|
|
—
|
|
|
(24
|
)
|
|
—
|
|
|
(273
|
)
|
|||||
Intercompany
|
|
(2,455
|
)
|
|
(2,601
|
)
|
|
5,056
|
|
|
—
|
|
|
—
|
|
|||||
Increase (decrease),
|
|
0
|
|
|
0
|
|
|
|
|
|
0
|
|
|
|
||||||
Accounts payable
|
|
3,322
|
|
|
(3,154
|
)
|
|
(125
|
)
|
|
—
|
|
|
43
|
|
|||||
Accrued expenses
|
|
(7,526
|
)
|
|
160
|
|
|
578
|
|
|
—
|
|
|
(6,788
|
)
|
|||||
Accrued interest
|
|
—
|
|
|
24,814
|
|
|
—
|
|
|
—
|
|
|
24,814
|
|
|||||
Accrued salaries and wages
|
|
(1,625
|
)
|
|
—
|
|
|
(577
|
)
|
|
—
|
|
|
(2,202
|
)
|
|||||
Gaming, pari-mutuel, property and other taxes
|
|
11
|
|
|
2,060
|
|
|
2,904
|
|
|
—
|
|
|
4,975
|
|
|||||
Income taxes
|
|
(11,511
|
)
|
|
—
|
|
|
144
|
|
|
—
|
|
|
(11,367
|
)
|
|||||
Other current and noncurrent liabilities
|
|
448
|
|
|
—
|
|
|
1,226
|
|
|
—
|
|
|
1,674
|
|
|||||
Net cash provided by (used in) operating activities
|
|
244,322
|
|
|
102,630
|
|
|
293,777
|
|
|
(561,002
|
)
|
|
79,727
|
|
|||||
Investing activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Capital project expenditures, net of reimbursements
|
|
(1,533
|
)
|
|
(22,469
|
)
|
|
—
|
|
|
—
|
|
|
(24,002
|
)
|
|||||
Capital maintenance expenditures
|
|
—
|
|
|
—
|
|
|
(871
|
)
|
|
—
|
|
|
(871
|
)
|
|||||
Proceeds from sale of property and equipment
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Increase in cash in escrow
|
|
—
|
|
|
(3,356
|
)
|
|
—
|
|
|
—
|
|
|
(3,356
|
)
|
|||||
Funding of loan receivable
|
|
—
|
|
|
—
|
|
|
(43,000
|
)
|
|
—
|
|
|
(43,000
|
)
|
|||||
Principal payments on loan receivable
|
|
—
|
|
|
—
|
|
|
2,000
|
|
|
—
|
|
|
2,000
|
|
|||||
Acquisition of real estate
|
|
—
|
|
|
—
|
|
|
(140,730
|
)
|
|
—
|
|
|
(140,730
|
)
|
|||||
Net cash used in investing activities
|
|
(1,533
|
)
|
|
(25,825
|
)
|
|
(182,601
|
)
|
|
—
|
|
|
(209,959
|
)
|
|||||
Financing activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Dividends paid
|
|
(270,040
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(270,040
|
)
|
|||||
Proceeds from exercise of options
|
|
13,321
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
13,321
|
|
|||||
Proceeds from issuance of long-term debt
|
|
—
|
|
|
182,008
|
|
|
—
|
|
|
—
|
|
|
182,008
|
|
|||||
Financing costs
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Payments of long-term debt
|
|
—
|
|
|
(32,000
|
)
|
|
—
|
|
|
—
|
|
|
(32,000
|
)
|
|||||
Intercompany financing
|
|
(27,072
|
)
|
|
(431,720
|
)
|
|
(102,210
|
)
|
|
561,002
|
|
|
—
|
|
|||||
Net cash (used in) provided by financing activities
|
|
(283,791
|
)
|
|
(281,712
|
)
|
|
(102,210
|
)
|
|
561,002
|
|
|
(106,711
|
)
|
|||||
Net (decrease) increase in cash and cash equivalents
|
|
(41,002
|
)
|
|
(204,907
|
)
|
|
8,966
|
|
|
—
|
|
|
(236,943
|
)
|
|||||
Cash and cash equivalents at beginning of period
|
|
42,801
|
|
|
221,095
|
|
|
21,325
|
|
|
$
|
—
|
|
|
285,221
|
|
||||
Cash and cash equivalents at end of period
|
|
$
|
1,799
|
|
|
$
|
16,188
|
|
|
$
|
30,291
|
|
|
$
|
—
|
|
|
$
|
48,278
|
|
•
|
Rental revenue of
$124.9 million
for the
three
months ended
March 31, 2015
, and
$118.1 million
for the
three
months ended
March 31, 2014
. Rental revenue increased by
$6.7 million
for the
three
months ended
March 31, 2015
, as compared to the corresponding period in the prior year, primarily due to the addition of Hollywood Gaming at Dayton Raceway and Hollywood Gaming at Mahoning Valley Race Course to the Master Lease in August 2014 and September 2014, respectively, as well as the impact of the Penn rent escalator (effective November 1, 2014). This resulted in additional rental revenue from the Dayton Raceway and Mahoning Valley Race Course facilities of approximately
$2.2 million
and
$2.5 million
, respectively, for the
three
months ended
March 31, 2015
, as compared to the
three
months ended
March 31, 2014
. However, this was partially offset by the closure of the Argosy Casino Sioux City in July 2014, which reduced rental revenue by approximately
$1.5 million
for the
three
months ended
March 31, 2015
, as compared to the
three
months ended
March 31, 2014
. Rental revenue for the three months ended
March 31, 2015
and
2014
included real estate taxes of
$13.4 million
and
$12.0 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.
|
•
|
Gaming revenue decreased by
$2.4 million
, for the three months ended
March 31, 2015
, as compared to the three months ended
March 31, 2014
, primarily due to decreased gaming revenues at Hollywood Casino Perryville, resulting from additional competition.
|
•
|
Interest expense increased by
$0.6 million
for the
three
months ended
March 31, 2015
, as compared to the corresponding period in the prior year, primarily due to borrowings of
$225 million
under the revolving credit facility at
March 31, 2015
, as compared to $150 million at
March 31, 2014
.
|
•
|
Net income increased by
$2.8 million
for the
three
months ended
March 31, 2015
, as compared to the corresponding period in the prior year, primarily due to the variances explained above.
|
•
|
On March 9, 2015 the Company announced its offer to acquire the real estate assets of Pinnacle in a transaction that would create the third largest triple net REIT with the inherent advantages of increased scale, diversified tenancy and enhanced access to capital. Pinnacle, is an owner, operator and developer of casinos and related hospitality and
|
•
|
On May 14, 2014, the Company announced that it 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 lawsuit was subsequently re-filed in New York state court on January 7, 2015 for procedural reasons. The Company asserts claims that CCR has breached the agreements, with the Company seeking return of $10 million paid pursuant to a related consulting agreement and an unspecified amount of additional damages. The Company further seeks a declaration that a material adverse effect has occurred that excuses CCR from consummating the agreement. The Company will further evaluate and consider all other remedies available to it, including termination of the agreements.
|
•
|
Operations at both Hollywood Gaming at Mahoning Valley Race Course and Hollywood Gaming at Dayton Raceway, our two joint development properties with Penn commenced during the third quarter of 2014. Both properties were added to the Master Lease upon commencement of operations. This resulted in additional rental revenue from the Dayton Raceway and Mahoning Valley Race Course facilities of approximately
$2.2 million
and
$2.5 million
, respectively, for the
three
months ended
March 31, 2015
, as compared to the
three
months ended
March 31, 2014
.
|
•
|
Operations at the Argosy Casino Sioux City ceased at the end of July 2014, 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 $1.5 million for the three months ended
March 31, 2015
as compared to the three months ended
March 31, 2014
.
|
•
|
Hollywood Casino Perryville continued to face increased competition, led by the August 26, 2014 opening of the Horseshoe Casino Baltimore, located in downtown Baltimore. Further in early 2015, Horseshoe Casino Baltimore and Maryland Live! received approval to add additional table games and reduce video lottery terminals. Both facilities have and will continue to negatively impact Hollywood Casino Perryville's results of operations.
|
•
|
Furthermore, in November 2012, voters approved legislation authorizing a sixth casino in Prince George’s County Maryland. 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. In March 2015, Hollywood Casino Perryville directly purchased slot machines, and as a result its tax rate on gaming revenues derived from slot machines decreased from 67 percent to 61 percent effective April 1, 2015, resulting in a 2015 effective tax rate of 62.5 percent. At March 31, 2015, the purchased slot machines were classified as construction in progress. Prior to Hollywood Casino Perryville's direct slot machine purchases, all slot machines were owned by the state. 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 $1.2 billion casino resort, which is expected to open in the second half of 2016 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 March 31,
|
||||||
|
|
2015
|
|
2014
|
||||
|
|
(in thousands)
|
||||||
Revenues
|
|
|
|
|
|
|
||
Rental
|
|
$
|
111,504
|
|
|
$
|
106,114
|
|
Real estate taxes paid by tenants
|
|
13,350
|
|
|
11,998
|
|
||
Total rental revenue
|
|
124,854
|
|
|
118,112
|
|
||
Gaming
|
|
36,379
|
|
|
38,755
|
|
||
Food, beverage and other
|
|
2,815
|
|
|
2,831
|
|
||
Total revenues
|
|
164,048
|
|
|
159,698
|
|
||
Less promotional allowances
|
|
(1,387
|
)
|
|
(1,370
|
)
|
||
Net revenues
|
|
162,661
|
|
|
158,328
|
|
||
Operating expenses
|
|
|
|
|
|
|
||
Gaming
|
|
19,016
|
|
|
21,562
|
|
||
Food, beverage and other
|
|
2,184
|
|
|
2,546
|
|
||
Real estate taxes
|
|
13,755
|
|
|
12,423
|
|
||
General and administrative
|
|
21,539
|
|
|
20,941
|
|
||
Depreciation
|
|
27,411
|
|
|
26,522
|
|
||
Total operating expenses
|
|
83,905
|
|
|
83,994
|
|
||
Income from operations
|
|
$
|
78,756
|
|
|
$
|
74,334
|
|
|
|
Three Months Ended March 31,
|
||||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
|
Net Revenues
|
|
Income from Operations
|
||||||||||||
|
(in thousands)
|
||||||||||||||
GLP Capital
|
$
|
124,854
|
|
|
$
|
118,112
|
|
|
$
|
71,556
|
|
|
$
|
67,871
|
|
TRS Properties
|
37,807
|
|
|
40,216
|
|
|
7,200
|
|
|
6,463
|
|
||||
Total
|
$
|
162,661
|
|
|
$
|
158,328
|
|
|
$
|
78,756
|
|
|
$
|
74,334
|
|
|
Three Months Ended
March 31, |
||||||
|
2015
|
|
2014
|
||||
Net income
|
$
|
47,087
|
|
|
$
|
44,312
|
|
Losses from dispositions of property
|
1
|
|
|
158
|
|
||
Real estate depreciation
|
23,926
|
|
|
23,441
|
|
||
Funds from operations
|
$
|
71,014
|
|
|
$
|
67,911
|
|
Other depreciation
|
3,485
|
|
|
3,081
|
|
||
Amortization of debt issuance costs
|
2,020
|
|
|
2,007
|
|
||
Stock based compensation
|
4,394
|
|
|
1,951
|
|
||
Maintenance CAPEX
|
(951
|
)
|
|
(871
|
)
|
||
Adjusted funds from operations
|
$
|
79,962
|
|
|
$
|
74,079
|
|
Interest, net
|
28,967
|
|
|
28,428
|
|
||
Income tax expense
|
2,702
|
|
|
1,594
|
|
||
Maintenance CAPEX
|
951
|
|
|
871
|
|
||
Amortization of debt issuance costs
|
(2,020
|
)
|
|
(2,007
|
)
|
||
Adjusted EBITDA
|
$
|
110,562
|
|
|
$
|
102,965
|
|
|
|
|
GLP Capital
|
|
TRS Properties
|
||||||||||||
Three Months Ended March 31,
|
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
|
|
(in thousands)
|
||||||||||||||
Net income
|
|
$
|
44,379
|
|
|
$
|
42,044
|
|
|
$
|
2,708
|
|
|
$
|
2,268
|
|
Losses from dispositions of property
|
|
—
|
|
|
—
|
|
|
1
|
|
|
158
|
|
||||
Real estate depreciation
|
|
23,926
|
|
|
23,441
|
|
|
—
|
|
|
—
|
|
||||
Funds from operations
|
|
$
|
68,305
|
|
|
$
|
65,485
|
|
|
$
|
2,709
|
|
|
$
|
2,426
|
|
Other depreciation
|
|
467
|
|
|
—
|
|
|
3,018
|
|
|
3,081
|
|
||||
Debt issuance costs amortization
|
|
2,020
|
|
|
2,007
|
|
|
—
|
|
|
—
|
|
||||
Stock based compensation
|
|
4,394
|
|
|
1,951
|
|
|
—
|
|
|
—
|
|
||||
Maintenance CAPEX
|
|
—
|
|
|
—
|
|
|
(951
|
)
|
|
(871
|
)
|
||||
Adjusted funds from operations
|
|
$
|
75,186
|
|
|
$
|
69,443
|
|
|
$
|
4,776
|
|
|
$
|
4,636
|
|
Interest, net
(1)
|
|
26,367
|
|
|
25,827
|
|
|
2,600
|
|
|
2,601
|
|
||||
Income tax expense
|
|
810
|
|
|
—
|
|
|
1,892
|
|
|
1,594
|
|
||||
Maintenance CAPEX
|
|
—
|
|
|
—
|
|
|
951
|
|
|
871
|
|
||||
Debt issuance costs amortization
|
|
(2,020
|
)
|
|
(2,007
|
)
|
|
—
|
|
|
—
|
|
||||
Adjusted EBITDA
|
|
$
|
100,343
|
|
|
$
|
93,263
|
|
|
$
|
10,219
|
|
|
$
|
9,702
|
|
|
(1)
|
Interest expense, net for the GLP Capital segment is net of intercompany interest eliminations of
$2.6 million
for both the
three
months ended
March 31, 2015
and
2014
.
|
|
|
|
|
|
|
|
|
|
Percentage
|
|||||||
Three Months Ended March 31,
|
|
2015
|
|
2014
|
|
Variance
|
|
Variance
|
|||||||
Total rental revenue
|
|
$
|
124,854
|
|
|
$
|
118,112
|
|
|
$
|
6,742
|
|
|
5.7
|
%
|
Gaming
|
|
36,379
|
|
|
38,755
|
|
|
(2,376
|
)
|
|
(6.1
|
)%
|
|||
Food, beverage and other
|
|
2,815
|
|
|
2,831
|
|
|
(16
|
)
|
|
(0.6
|
)%
|
|||
Total revenues
|
|
164,048
|
|
|
159,698
|
|
|
4,350
|
|
|
2.7
|
%
|
|||
Less promotional allowances
|
|
(1,387
|
)
|
|
(1,370
|
)
|
|
(17
|
)
|
|
(1.2
|
)%
|
|||
Net revenues
|
|
$
|
162,661
|
|
|
$
|
158,328
|
|
|
$
|
4,333
|
|
|
2.7
|
%
|
|
|
|
|
|
|
|
|
|
Percentage
|
|||||||
Three Months Ended March 31,
|
|
2015
|
|
2014
|
|
Variance
|
|
Variance
|
|||||||
Gaming
|
|
$
|
19,016
|
|
|
$
|
21,562
|
|
|
$
|
(2,546
|
)
|
|
(11.8
|
)%
|
Food, beverage and other
|
|
2,184
|
|
|
2,546
|
|
|
(362
|
)
|
|
(14.2
|
)%
|
|||
Real estate taxes
|
|
13,755
|
|
|
12,423
|
|
|
1,332
|
|
|
10.7
|
%
|
|||
General and administrative
|
|
21,539
|
|
|
20,941
|
|
|
598
|
|
|
2.9
|
%
|
|||
Depreciation
|
|
27,411
|
|
|
26,522
|
|
|
889
|
|
|
3.4
|
%
|
|||
Total operating expenses
|
|
$
|
83,905
|
|
|
$
|
83,994
|
|
|
$
|
(89
|
)
|
|
(0.1
|
)%
|
|
|
|
|
|
|
|
|
|
Percentage
|
|||||||
Three Months Ended March 31,
|
|
2015
|
|
2014
|
|
Variance
|
|
Variance
|
|||||||
Interest expense
|
|
$
|
(29,562
|
)
|
|
$
|
(28,974
|
)
|
|
$
|
(588
|
)
|
|
(2.0
|
)%
|
Interest income
|
|
595
|
|
|
546
|
|
|
49
|
|
|
9.0
|
%
|
|||
Total other expenses
|
|
$
|
(28,967
|
)
|
|
$
|
(28,428
|
)
|
|
$
|
(539
|
)
|
|
(1.9
|
)%
|
|
04/01/15-03/31/16
|
|
04/01/16-03/31/17
|
|
04/01/17-03/31/18
|
|
04/01/18-03/31/19
|
|
04/01/19-03/31/20
|
|
Thereafter
|
|
Total
|
|
Fair Value at 3/31/2015
|
||||||||||||||||
|
(in thousands)
|
||||||||||||||||||||||||||||||
Long-term debt:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Fixed rate
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
550,000
|
|
|
$
|
—
|
|
|
$
|
1,500,000
|
|
|
$
|
2,050,000
|
|
|
$
|
2,107,025
|
|
Average interest rate
|
|
|
|
|
|
|
|
|
|
4.38%
|
|
|
—%
|
|
5.04%
|
|
|
|
|
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Variable rate
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
525,000
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
525,000
|
|
|
$
|
509,250
|
|
Average interest rate
(1)
|
|
|
|
|
|
|
|
|
|
3.61%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exhibit
|
|
Description of Exhibit
|
|
|
|
4.1*
|
|
Form of Restricted Stock Performance Award under the Gaming and Leisure Properties, Inc. 2013 Long-Term Incentive Compensation Plan
|
|
|
|
4.2*
|
|
Form of Restricted Stock Award under the Gaming and Leisure Properties, Inc. 2013 Long-Term Incentive Compensation Plan
|
|
|
|
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 March 31, 2015 and December 31, 2014, (ii) the Condensed Consolidated Statements of Income for the three months ended March 31, 2015 and 2014, (iii) the Condensed Consolidated Statement of Changes in Shareholders’ Deficit for the three months ended March 31, 2015, (iv) the Condensed Consolidated Statements of Cash Flows for three months ended March 31, 2015 and 2014 and (v) the notes to the Condensed Consolidated Financial Statements.
|
|
*
|
Filed or furnished, as applicable, herewith
|
|
GAMING AND LEISURE PROPERTIES, INC.
|
|
|
|
|
May 4, 2015
|
By:
|
/s/ William J. Clifford
|
|
|
William J. Clifford
|
|
|
Chief Financial Officer
|
|
|
(Principal Financial Officer)
|
Exhibit
|
|
Description of Exhibit
|
|
|
|
4.1
|
|
Form of Restricted Stock Performance Award under the Gaming and Leisure Properties, Inc. 2013 Long-Term Incentive Compensation Plan
|
|
|
|
4.2
|
|
Form of Restricted Stock Award under the Gaming and Leisure Properties, Inc. 2013 Long-Term Incentive Compensation Plan
|
|
|
|
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 March 31, 2015 and December 31, 2014, (ii) the Condensed Consolidated Statements of Income for the three months ended March 31, 2015 and 2014, (iii) the Condensed Consolidated Statement of Changes in Shareholders’ Deficit for the three months ended March 31, 2015, (iv) the Condensed Consolidated Statements of Cash Flows for three months ended March 31, 2015 and 2014 and (v) the notes to the Condensed Consolidated Financial Statements.
|
|
I.
|
DEFINITIONS
|
II.
|
PAYMENT FOR SHARES
|
III.
|
FORFEITURE/LAPSE OF RESTRICTIONS
|
Peer Group Percentile
|
Percentage Earned
|
Below 25
th
|
0%
|
25
th
to less than 40
th
|
25%
|
40
th
to less than 60
th
|
50%
|
60
th
to less than 80
th
|
75%
|
At or above 80
th
|
100%
|
IV.
|
LEAVES OF ABSENCE
|
V.
|
STOCK CERTIFICATES
|
VI.
|
VOTING AND DIVIDEND RIGHTS
|
VII.
|
WITHHOLDING TAXES
|
VIII.
|
NO RIGHT TO CONTINUED SERVICE
|
IX.
|
ADJUSTMENTS
|
I.
|
PAYMENT FOR SHARES
|
II.
|
FORFEITURE RESTRICTIONS/LAPSE OF RESTRICTIONS
|
III.
|
LEAVES OF ABSENCE
|
IV.
|
STOCK CERTIFICATES
|
V.
|
VOTING AND DIVIDEND RIGHTS
|
VI.
|
WITHHOLDING TAXES
|
VII.
|
NO RIGHT TO CONTINUED SERVICE
|
VIII.
|
ADJUSTMENTS
|
May 4, 2015
|
/s/ Peter M. Carlino
|
|
Name: Peter M. Carlino
|
|
Chief Executive Officer
|
May 4, 2015
|
/s/ William J. Clifford
|
|
Name: William J. Clifford
|
|
Chief Financial Officer
|
|
/s/ Peter M. Carlino
|
|
Peter M. Carlino
|
|
Chief Executive Officer
|
|
May 4, 2015
|
|
/s/ William J. Clifford
|
|
William J. Clifford
|
|
Chief Financial Officer
|
|
May 4, 2015
|