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(Mark One)
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x
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the fiscal year ended December 31, 2015
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OR
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o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the transition period from to
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Pennsylvania
(State or other jurisdiction of
incorporation or organization)
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46-2116489
(I.R.S. Employer
Identification No.)
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845 Berkshire Blvd., Suite 200
Wyomissing, Pennsylvania
(Address of principal executive offices)
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19610
(Zip Code)
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Title of each class
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Name of each exchange on which registered
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Common Stock, par value $.01 per share
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NASDAQ
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Large accelerated filer
x
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Accelerated filer
o
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Non-accelerated filer
o
(Do not check if a
smaller reporting company)
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Smaller reporting company
o
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•
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the ability to receive, or delays in obtaining, the regulatory approvals required to own 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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our ability to enter into definitive agreements with a third party operator for the Meadows Racetrack & Casino (the "Meadows");
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•
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the ultimate timing and outcome of our proposed acquisition of substantially all of the real estate assets of Pinnacle Entertainment, Inc. ("Pinnacle"), including our and Pinnacle’s ability to obtain the financing and third party approvals and consents necessary to complete the acquisition;
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•
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the ultimate
outcome (including the possibility that the proposed transaction may not be completed or that completion may be unduly delayed) and results of integrating the assets to be acquired by us in the proposed transaction with Pinnacle;
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•
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the effects of a transaction between our company and Pinnacle on each party, including the post-transaction impact on our financial condition, operating results, strategy and plans;
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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 (the "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 elected 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 of 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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adverse changes in our credit rating;
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•
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fluctuating interest rates;
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•
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the impact of global or regional economic conditions;
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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 Part 1 of this Form 10-K 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 discussed in the sections entitled "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" in this document.
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Page
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Location
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Type of Facility
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Approx.
Property
Square
Footage
(1)
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Owned
Acreage
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Leased
Acreage
(2)
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Hotel
Rooms
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||||
Tenants
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Hollywood Casino Lawrenceburg
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Lawrenceburg, IN
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Dockside gaming
|
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634,000
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|
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73.6
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|
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32.1
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|
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295
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Hollywood Casino Aurora
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Aurora, IL
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Dockside gaming
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222,189
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|
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0.4
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2.1
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|
|
—
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Hollywood Casino Joliet
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Joliet, IL
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Dockside gaming
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322,446
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|
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276.4
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|
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—
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|
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100
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Argosy Casino Alton
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Alton, IL
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Dockside gaming
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241,762
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|
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0.2
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3.6
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|
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—
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Hollywood Casino Toledo
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Toledo, OH
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Land-based gaming
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285,335
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43.8
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—
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—
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Hollywood Casino Columbus
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Columbus, OH
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Land-based gaming
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354,075
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116.2
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—
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—
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Hollywood Casino at Charles Town Races
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Charles Town, WV
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Land-based gaming/Thoroughbred racing
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511,249
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298.6
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|
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—
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153
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Hollywood Casino at Penn National Race Course
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Grantville, PA
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Land-based gaming/Thoroughbred racing
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451,758
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573.7
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|
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—
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|
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—
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M Resort
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Henderson, NV
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Land-based gaming
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910,173
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87.6
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|
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—
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390
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Hollywood Casino Bangor
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Bangor, ME
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Land-based gaming/Harness racing
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257,085
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6.7
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27.6
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152
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Zia Park Casino
(3)
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Hobbs, NM
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Land-based gaming/Thoroughbred racing
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109,067
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317.4
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|
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—
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|
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—
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Hollywood Casino Gulf Coast
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Bay St. Louis, MS
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Land-based gaming
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425,920
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578.7
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—
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291
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Argosy Casino Riverside
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Riverside, MO
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Dockside gaming
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450,397
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37.9
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—
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258
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Hollywood Casino Tunica
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Tunica, MS
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Dockside gaming
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315,831
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—
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67.7
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|
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494
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Boomtown Biloxi
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Biloxi, MS
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Dockside gaming
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134,800
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1.5
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1.0
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|
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—
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Hollywood Casino St. Louis
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Maryland Heights, MO
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Land-based gaming
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645,270
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247.8
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—
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502
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Hollywood Gaming at Dayton Raceway
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Dayton, OH
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Land-based gaming/Standardbred racing
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191,037
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119.7
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|
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—
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|
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—
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Hollywood Gaming at Mahoning Valley Race Course
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Youngstown, OH
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Land-based gaming/Thoroughbred racing
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177,448
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193.4
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|
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—
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|
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—
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Casino Queen
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East St. Louis, IL
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Land-based gaming
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330,502
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67.3
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|
|
|
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157
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|
|
|
|
|
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6,970,344
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|
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3,040.9
|
|
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134.1
|
|
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2,792
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TRS Properties
|
|
|
|
|
|
|
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|
|
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Hollywood Casino Baton Rouge
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Baton Rouge, LA
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Dockside gaming
|
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120,517
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|
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28.9
|
|
|
—
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|
|
—
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Hollywood Casino Perryville
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Perryville, MD
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Land-based gaming
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97,961
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|
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36.4
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|
|
—
|
|
|
—
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|
|
|
|
|
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218,478
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|
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65.3
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|
|
—
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|
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—
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Total
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|
|
|
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7,188,822
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3,106.2
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|
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134.1
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|
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2,792
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|
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(1)
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Square footage includes air conditioned space and excludes parking garages and barns.
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(2)
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Leased acreage reflects land subject to leases with third parties and includes land on which certain of the current facilities and ancillary supporting structures are located as well as parking lots and access rights.
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(3)
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During the year ended December 31, 2014, Penn independently built a hotel at Zia Park Casino. This hotel is not owned by the Company.
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Name
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Age
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Position
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Peter M. Carlino
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69
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Chairman of the Board and Chief Executive Officer
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William J. Clifford
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58
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Chief Financial Officer and Treasurer
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Steven T. Snyder
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55
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Senior Vice President of Corporate Development
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Brandon J. Moore
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41
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Senior Vice President, General Counsel and Secretary
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Desiree A. Burke
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50
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Senior Vice President and Chief Accounting Officer
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•
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We will be taxed at regular corporate rates on any undistributed net taxable income, including undistributed net capital gains.
|
•
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We may be subject to the "alternative minimum tax" on our items of tax preference, including any deductions of net operating losses.
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•
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If we have net income from prohibited transactions, which are, in general, sales or other dispositions of inventory or property held primarily for sale to customers in the ordinary course of business, other than foreclosure property, such income will be subject to a 100% tax.
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•
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If we elect to treat property that we acquire in connection with a foreclosure of a mortgage loan or certain leasehold terminations as "foreclosure property," we may thereby avoid the 100% tax on gain from a resale of that property (if the sale would otherwise constitute a prohibited transaction), but the income from the sale or operation of the property may be subject to corporate income tax at the highest applicable rate (currently 35%).
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•
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If we fail to satisfy the 75% gross income test and/or the 95% gross income test, as discussed below, but nonetheless maintain our qualification as a REIT because we satisfy other requirements, we will be subject to a 100% tax on an amount based on the magnitude of the failure, as adjusted to reflect the profit margin associated with our gross income.
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•
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If we violate the asset tests (other than certain de minimis violations) or other requirements applicable to REITs, as described below, and yet maintain our qualification as a REIT because there is reasonable cause for the failure and other applicable requirements are met, we may be subject to a penalty tax. In that case, the amount of the penalty tax will be at least $50,000 per failure, and, in the case of certain asset test failures, will be determined as the amount of net income generated by the nonqualifying assets in question multiplied by the highest corporate tax rate (currently 35%) if that amount exceeds $50,000 per failure.
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•
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If we fail to distribute during each calendar year at least the sum of (i) 85% of our ordinary income for such year, (ii) 95% of our capital gain net income for such year and (iii) any undistributed net taxable income from prior periods, we will be subject to a nondeductible 4% excise tax on the excess of the required distribution over the sum of (a) the amounts that we actually distributed and (b) the amounts we retained and upon which we paid income tax at the corporate level.
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•
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We may be required to pay monetary penalties to the IRS in certain circumstances, including if we fail to meet record-keeping requirements intended to monitor our compliance with rules relating to the composition of a REIT's shareholders.
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•
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A 100% tax may be imposed on transactions between us and a TRS that do not reflect arm's-length terms.
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•
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If we acquire appreciated assets from a corporation that is not a REIT (i.e., a corporation taxable under subchapter C of the Code) in a transaction in which the adjusted tax basis of the assets in our hands is determined by reference to the adjusted tax basis of the assets in the hands of the subchapter C corporation, we may be subject to tax on such appreciation at the highest corporate income tax rate then applicable if we subsequently recognize gain on a disposition of any such assets during the five-year period following their acquisition from the subchapter C corporation.
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•
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The earnings of our TRS Properties will generally be subject to U.S. federal corporate income tax.
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1.
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that is managed by one or more trustees or directors;
|
2.
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the beneficial ownership of which is evidenced by transferable shares, or by transferable certificates of beneficial interest;
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3.
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that would be taxable as a domestic corporation but for its election to be subject to tax as a REIT;
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4.
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that is neither a financial institution nor an insurance company subject to specific provisions of the Code;
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5.
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the beneficial ownership of which is held by 100 or more persons;
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6.
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in which, during the last half of each taxable year, not more than 50% in value of the outstanding stock is owned, directly or indirectly, by five or fewer "individuals" (as defined in the Code to include specified tax-exempt entities); and
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7.
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that meets other tests described below, including with respect to the nature of its income and assets.
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•
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The amount of rent must not be based in whole or in part on the income or profits of any person. However, an amount received or accrued generally will not be excluded from the term "rents from real property" solely by reason of being based on a fixed percentage or percentages of gross receipts or sales.
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•
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Rents received from a tenant will not qualify as "rents from real property" in satisfying the gross income tests if the REIT, or a direct or indirect owner of 10% or more of the REIT, directly or constructively, owns 10% or more of such tenant (a "Related Party Tenant"). However, rental payments from a taxable REIT subsidiary will qualify as rents from real property even if we own more than 10% of the total value or combined voting power of the taxable REIT subsidiary if at least 90% of the property is leased to unrelated tenants and the rent paid by the taxable REIT subsidiary is substantially comparable to the rent paid by the unrelated tenants for comparable space.
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•
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Rent attributable to personal property leased in connection with a lease of real property will not qualify as "rents from real property" if such rent exceeds 15% of the total rent received under the lease.
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•
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the REIT generally must not operate or manage the property or furnish or render services to tenants, except through an "independent contractor" who is adequately compensated and from whom the REIT derives no income, or through a taxable REIT subsidiary. The "independent contractor" requirement, however, does not apply to the extent the services provided by the REIT are "usually or customarily rendered" in connection with the rental of space for occupancy only, and are not otherwise considered "rendered to the occupant." In addition, a de minimis rule applies with respect to non-customary services. Specifically, if the value of the non-customary service income with respect to a property (valued at no less than 150% of the direct costs of performing such services) is 1% or less of the total income derived from the property, then all rental income except the non-customary service income will qualify as "rents from real property." A taxable REIT subsidiary may provide services (including noncustomary services) to a REIT’s tenants without "tainting" any of the rental income received by the REIT, and will be able to manage or operate properties for third parties and generally engage in other activities unrelated to real estate.
|
(i)
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the sum of
|
(a)
|
90% of our REIT taxable income, computed without regard to our net capital gains and the deduction for dividends paid; and
|
(b)
|
90% of our after tax net income, if any, from foreclosure property (as described below); minus
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(ii)
|
the excess of the sum of specified items of non-cash income over 5% of our REIT taxable income, computed without regard to our net capital gain and the deduction for dividends paid.
|
•
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ensure that unsuitable individuals and organizations have no role in gaming operations;
|
•
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establish procedures designed to prevent cheating and fraudulent practices;
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•
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establish and maintain responsible accounting practices and procedures;
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•
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maintain effective controls over their financial practices, including establishment of minimum procedures for internal fiscal affairs and the safeguarding of assets and revenues;
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•
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maintain systems for reliable record keeping;
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•
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file periodic reports with gaming regulators;
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•
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ensure that contracts and financial transactions are commercially reasonable, reflect fair market value and are arms-length transactions; and
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•
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establish programs to promote responsible gaming.
|
|
•
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we will be required to pay our costs relating to the transactions, such as legal, accounting, financial advisory and printing fees, whether or not the transactions are completed;
|
|
•
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time and resources committed by our management to matters relating to the transactions could otherwise have been devoted to pursuing other beneficial opportunities; and
|
|
•
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the market price of our common stock could decline to the extent that the current market price reflects a market assumption that the transactions will be completed.
|
|
•
|
|
changes in stock market analyst recommendations or earnings estimates regarding GLPI’s common stock or other comparable REITs;
|
|
•
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actual or anticipated fluctuations in GLPI’s revenue stream or future prospects;
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|
•
|
|
reaction to public announcements by GLPI following the Merger;
|
|
•
|
|
strategic actions taken by GLPI or its competitors, such as acquisitions;
|
|
•
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failure of GLPI to achieve the perceived benefits of the Merger, including financial results, as rapidly as or to the extent anticipated by financial or industry analysts;
|
|
•
|
|
new laws or regulations or new interpretations of existing laws or regulations applicable to GLPI’s business and operations or the gaming industry;
|
|
•
|
|
changes in tax or accounting standards, policies, guidance, interpretations or principles;
|
|
•
|
|
adverse conditions in the financial markets or general U.S. or international economic conditions, including those resulting from war, incidents of terrorism and responses to such events; and
|
|
•
|
|
sales of GLPI common stock by Pinnacle stockholders, members of GLPI’s management team or other significant shareholders.
|
|
•
|
|
it may limit our ability to obtain additional debt or equity financing for working capital, capital expenditures, acquisitions, debt service requirements and general corporate or other purposes;
|
|
•
|
|
a material portion of our cash flows will be dedicated to the payment of principal and interest on our indebtedness, including indebtedness it may incur in the future, and will not be available for other purposes, including to pay dividends and make acquisitions;
|
|
•
|
|
it could limit our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate and place us at a competitive disadvantage compared to our competitors that have less debt or are less leveraged;
|
|
•
|
|
it could make us more vulnerable to downturns in general economic or industry conditions or in our business, or prevent us from carrying out activities that are important to our growth;
|
|
•
|
|
it could increase our interest expense if interest rates in general increase because our indebtedness under the senior unsecured credit facility bears interest at floating rates;
|
|
•
|
|
it could limit our ability to take advantage of strategic business opportunities; and
|
|
•
|
|
it could make it more difficult for us to satisfy our obligations with respect to our indebtedness, including under the notes, and any failure to comply with the obligations of any of our debt instruments, including any financial and other restrictive covenants, could result in an event of default under the indenture governing the notes or under the agreements governing our other indebtedness which, if not cured or waived, could result in the acceleration of our indebtedness under the senior credit facility and under the notes.
|
|
|
High
|
|
Low
|
|
Dividends per Share
|
|
||||||
2015
|
|
|
|
|
|
|
|
||||||
First Quarter
|
|
$
|
37.65
|
|
|
$
|
28.54
|
|
|
$
|
0.545
|
|
|
Second Quarter
|
|
38.18
|
|
|
35.61
|
|
|
0.545
|
|
|
|||
Third Quarter
|
|
36.76
|
|
|
28.68
|
|
|
0.545
|
|
|
|||
Fourth Quarter
|
|
30.98
|
|
|
25.90
|
|
|
0.545
|
|
|
|||
2014
|
|
|
|
|
|
|
|
||||||
First Quarter
|
|
$
|
50.43
|
|
|
$
|
33.98
|
|
|
$
|
12.36
|
|
(1)
|
Second Quarter
|
|
$
|
38.33
|
|
|
$
|
32.41
|
|
|
$
|
0.52
|
|
|
Third Quarter
|
|
$
|
35.88
|
|
|
$
|
30.90
|
|
|
$
|
0.52
|
|
|
Fourth Quarter
|
|
$
|
32.61
|
|
|
$
|
28.16
|
|
|
$
|
0.92
|
|
(2)
|
|
Year Ended December 31,
|
||||||||||||||||||
|
2015
(1)
|
|
2014
(1)
|
|
2013
(1) (2)
|
|
2012
(2)
|
|
2011
|
||||||||||
|
(in thousands, except per share data)
|
||||||||||||||||||
Income statement data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Net revenues
|
$
|
575,053
|
|
|
$
|
591,068
|
|
|
$
|
235,452
|
|
|
$
|
210,643
|
|
|
$
|
231,884
|
|
Total operating expenses
|
317,638
|
|
|
332,562
|
|
|
181,547
|
|
|
166,975
|
|
|
179,371
|
|
|||||
Income from operations
|
257,415
|
|
|
258,506
|
|
|
53,905
|
|
|
43,668
|
|
|
52,513
|
|
|||||
Total other expenses
|
121,851
|
|
|
114,586
|
|
|
23,456
|
|
|
6,318
|
|
|
6,954
|
|
|||||
Income from operations before income taxes
|
135,564
|
|
|
143,920
|
|
|
30,449
|
|
|
37,350
|
|
|
45,559
|
|
|||||
Taxes on income
|
7,442
|
|
|
5,113
|
|
|
15,596
|
|
|
14,431
|
|
|
18,875
|
|
|||||
Net income
|
$
|
128,122
|
|
|
$
|
138,807
|
|
|
$
|
14,853
|
|
|
$
|
22,919
|
|
|
$
|
26,684
|
|
Per share data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Basic earnings per common share
|
$
|
1.12
|
|
|
$
|
1.23
|
|
|
$
|
0.13
|
|
|
$
|
0.21
|
|
|
$
|
0.24
|
|
Diluted earnings per common share
|
$
|
1.08
|
|
|
$
|
1.18
|
|
|
$
|
0.13
|
|
|
$
|
0.20
|
|
|
$
|
0.23
|
|
Weighted shares outstanding—Basic
(3)
|
114,432
|
|
|
112,037
|
|
|
110,617
|
|
|
110,582
|
|
|
110,582
|
|
|||||
Weighted shares outstanding—Diluted
(3)
|
118,439
|
|
|
117,586
|
|
|
115,865
|
|
|
115,603
|
|
|
115,603
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Other data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Net cash provided by operating activities
|
$
|
319,688
|
|
|
$
|
273,259
|
|
|
$
|
80,632
|
|
|
$
|
26,744
|
|
|
$
|
56,840
|
|
Net cash used in investing activities
|
(14,142
|
)
|
|
(317,319
|
)
|
|
(16,275
|
)
|
|
(4,810
|
)
|
|
(8,171
|
)
|
|||||
Net cash (used in) provided by financing activities
|
(299,644
|
)
|
|
(205,188
|
)
|
|
206,302
|
|
|
(24,518
|
)
|
|
(50,436
|
)
|
|||||
Depreciation
|
109,783
|
|
|
106,843
|
|
|
28,923
|
|
|
14,090
|
|
|
14,568
|
|
|||||
Straight-line rent adjustments
|
55,825
|
|
|
44,877
|
|
|
6,677
|
|
|
—
|
|
|
—
|
|
|||||
Interest expense
|
124,183
|
|
|
117,030
|
|
|
19,254
|
|
|
—
|
|
|
—
|
|
|||||
Capital expenditures
(4)
|
19,102
|
|
|
142,769
|
|
|
16,428
|
|
|
5,190
|
|
|
8,288
|
|
|||||
Balance sheet data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Cash and cash equivalents
|
$
|
41,875
|
|
|
$
|
35,973
|
|
|
$
|
285,221
|
|
|
$
|
14,562
|
|
|
$
|
17,146
|
|
Real estate investments, net
|
2,090,059
|
|
|
2,180,124
|
|
|
2,010,303
|
|
|
—
|
|
|
—
|
|
|||||
Total assets
|
2,448,155
|
|
|
2,525,454
|
|
|
2,562,362
|
|
|
267,075
|
|
|
261,342
|
|
|||||
Total debt
|
2,510,341
|
|
|
2,570,361
|
|
|
2,303,123
|
|
|
—
|
|
|
—
|
|
|||||
Shareholders' equity
|
(253,514
|
)
|
|
(176,290
|
)
|
|
137,452
|
|
|
236,330
|
|
|
219,911
|
|
|||||
Property Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Number of rental properties owned at year end
|
19
|
|
|
19
|
|
|
17
|
|
|
—
|
|
|
—
|
|
|||||
Rentable square feet at year end
|
6,970
|
|
|
6,970
|
|
|
6,344
|
|
|
—
|
|
|
—
|
|
|
(1)
|
Financial results for the Company's 2015 and 2014 fiscal years reflect full years of operations for both operating segments. GLPI was spun-off from Penn on November 1, 2013. See Note 1 to the consolidated financial statements for additional details. For 2012 and 2011, the selected historical financial data sets forth the historical operations of Louisiana Casino Cruises, Inc. and Penn Cecil Maryland, Inc., which were acquired by a subsidiary of GLPI as part of the Spin-Off.
|
(2)
|
Hollywood Casino Perryville faced increased competition and its results have been negatively impacted by the opening of a casino complex at the Arundel Mills mall in Anne Arundel, Maryland. The Anne Arundel casino opened on June 6, 2012 with approximately 3,200 slot machines and significantly increased its slot machine offerings by mid-September 2012 to approximately 4,750 slot machines. In addition, a new riverboat casino and hotel in Baton Rouge, Louisiana opened on September 1, 2012. The opening of this riverboat casino has had an adverse effect on the financial results of Hollywood Casino Baton Rouge.
|
(3)
|
Basic and diluted earnings per common share and the average number of common shares outstanding as of December 31, 2012 and 2011 were retrospectively restated to equal the number of GLPI basic and diluted shares outstanding at the Spin-Off. The share counts were also adjusted to reflect the impact of the shares issued as part of the Purging Distribution. See Note 1 to the consolidated financial statements for further details.
|
(4)
|
The higher level of capital expenditures in 2014 was primarily due to the construction of Hollywood Gaming at Dayton Raceway and Hollywood Gaming at Mahoning Valley Race Course which opened to the public on August 28, 2014 and September 17, 2014, respectively.
|
•
|
Rent recognized from tenant lease payments increased by $5.7 million for the year ended December 31, 2015, compared to December 31, 2014, primarily due to the addition of Hollywood Gaming at Dayton Raceway and Hollywood Gaming at Mahoning Valley Race Course to the Penn Master Lease in the third quarter of 2014, as well as the impact of the Penn rent escalator, pursuant to the Penn Master Lease (effective November 1st of each year) and improved results at our two properties with monthly variable rent in 2015, partially offset by the closure of the Argosy Casino Sioux City in July 2014.
|
•
|
Net revenues from our TRS Properties declined $6.2 million for the year ended December 31, 2015, compared to December 31, 2014, primarily due to decreased gaming revenues at Hollywood Casino Perryville, resulting from additional competition in the Perryville market.
|
•
|
Real estate taxes paid by tenants decreased by $15.5 million, primarily due to a property tax appeal settlement at one of our properties leased to Penn. Although tenants are responsible for the payment of real estate taxes under the triple-net lease structure, we are required to record revenue for the real estate taxes paid by our tenants on the leased
|
•
|
Decreased gaming expenses of $5.8 million for the year ended December 31, 2015, compared to the year ended December 31, 2014, due to a decrease in gaming taxes at Hollywood Casino Perryville, resulting from lower gaming revenues and a decrease in the gaming tax rate on revenue generated from slot machines.
|
•
|
Decreased food, beverage and other expenses of $1.1 million for the year ended December 31, 2015, compared to the year ended December 31, 2014, primarily driven by decreased food and beverage sales at our TRS Properties.
|
•
|
General and administrative expenses increased
$4.8 million
for the
year ended
December 31, 2015
, compared to the prior year, primarily due to legal and consulting fees incurred by our GLP Capital segment related to the recently settled Meadows litigation and in connection with the Pinnacle transaction, as well as an increase in short-term incentive compensation and stock based compensation expense, led by additional expense for restricted stock awards and performance-based restricted stock awards.
|
•
|
Increased depreciation expense of
$2.9 million
for the
year ended
December 31, 2015
, compared to the prior year, primarily due to a full year of depreciation expense on the assets placed into service at Hollywood Gaming at Mahoning Valley Race Course and Hollywood Gaming at Dayton Raceway during the third quarter of 2014.
|
•
|
Increased interest expense of
$7.2 million
for the
year ended
December 31, 2015
, compared to the prior year,
|
•
|
Increased income tax expense of $2.3 million for the
year ended
December 31, 2015
, compared to the prior year.
|
•
|
Net income decreased by
$10.7 million
for the
year ended
December 31, 2015
, compared to the prior year, primarily due to the variances explained above.
|
•
|
On December 15, 2015, the Company entered into the Amended and Restated Membership Interest Purchase Agreement with CCR to acquire the Meadows which is located in Washington, Pennsylvania for a base purchase price of $440 million, inclusive of the $10 million previously paid to CCR, subject to certain closing adjustments, including adjustments based on the amount of working capital and other operational cash balances. The amended purchase agreement amends and restates the original purchase agreement entered into among the same parties on May 13, 2014. GLPI expects to sell the gaming operations to a third party operator, while retaining ownership of the land and buildings. The transaction is expected to close in the second half of 2016. However, we cannot predict the actual date on which the transaction will be completed because such transaction is subject to conditions beyond our control.
|
•
|
On July 20, 2015, the Company entered into a definitive agreement with Pinnacle to acquire, subject to the terms and conditions thereof, substantially all of Pinnacle's real estate assets in a series of transactions including a spin-off by Pinnacle of its gaming and other operating assets into a new publicly-traded company followed by a merger of Pinnacle with a wholly owned subsidiary of GLPI. The transaction consideration includes 0.85 shares of GLPI common stock to be issued in respect of each issued and outstanding share of Pinnacle common stock and certain
|
•
|
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 Penn Master Lease upon commencement of operations.
|
•
|
Operations at the Argosy Casino Sioux City, which was operated by Penn, 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.
|
•
|
Hollywood Casino Perryville continued to face increased competition, led by the August 26, 2014 opening of the Horseshoe Casino Baltimore, located in downtown Baltimore. Horseshoe Casino Baltimore has 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 2012 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. During the first half of 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. 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 $1.3 billion casino resort, which is currently under construction and nteexpected to open in the fourth quarter of 2016, will adversely impact Hollywood Casino Perryville’s financial results.
|
•
|
Projected revenues and operating cash flows;
|
•
|
Theoretical construction costs and duration;
|
•
|
Pre-opening expenses;
|
•
|
Discounting that reflects the level of risk associated with receiving future cash flows attributable to the license; and
|
•
|
Remaining useful life of the license.
|
•
|
The fact that a wholly-owned subsidiary of Penn is the lessee of substantially all of our properties pursuant to the Penn 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, such as those owned by Pinnacle and CCR, to lease to gaming operators under prudent terms, which may or may not include Penn.
|
•
|
The fact that the rules and regulations of U.S. federal income taxation are constantly under review by legislators, 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.
|
Year Ended December 31,
|
2015
|
|
2014
|
|
2013
|
||||||
|
(in thousands)
|
||||||||||
Revenues
|
|
|
|
|
|
|
|
||||
Rental
|
$
|
392,075
|
|
|
$
|
386,403
|
|
|
$
|
62,278
|
|
Real estate taxes paid by tenants
|
35,050
|
|
|
50,534
|
|
|
7,602
|
|
|||
Total rental revenue
|
427,125
|
|
|
436,937
|
|
|
69,880
|
|
|||
Gaming
|
142,310
|
|
|
148,283
|
|
|
159,352
|
|
|||
Food, beverage and other
|
11,213
|
|
|
11,621
|
|
|
12,357
|
|
|||
Total revenues
|
580,648
|
|
|
596,841
|
|
|
241,589
|
|
|||
Less promotional allowances
|
(5,595
|
)
|
|
(5,773
|
)
|
|
(6,137
|
)
|
|||
Net revenues
|
575,053
|
|
|
591,068
|
|
|
235,452
|
|
|||
Operating expenses
|
|
|
|
|
|
|
|
||||
Gaming
|
77,188
|
|
|
82,995
|
|
|
89,367
|
|
|||
Food, beverage and other
|
8,586
|
|
|
9,734
|
|
|
10,775
|
|
|||
Real estate taxes
|
36,412
|
|
|
52,154
|
|
|
9,220
|
|
|||
General and administrative
|
85,669
|
|
|
80,836
|
|
|
43,262
|
|
|||
Depreciation
|
109,783
|
|
|
106,843
|
|
|
28,923
|
|
|||
Total operating expenses
|
317,638
|
|
|
332,562
|
|
|
181,547
|
|
|||
Income from operations
|
$
|
257,415
|
|
|
$
|
258,506
|
|
|
$
|
53,905
|
|
|
Net Revenues
|
|
Income from Operations
|
||||||||||||||||||||
Year Ended December 31,
|
2015
|
|
2014
|
|
2013
|
|
2015
|
|
2014
|
|
2013
|
||||||||||||
|
(in thousands)
|
||||||||||||||||||||||
GLP Capital
|
$
|
427,125
|
|
|
$
|
436,944
|
|
|
69,880
|
|
|
$
|
232,701
|
|
|
$
|
234,971
|
|
|
27,656
|
|
||
TRS Properties
|
147,928
|
|
|
154,124
|
|
|
165,572
|
|
|
24,714
|
|
|
23,535
|
|
|
26,249
|
|
||||||
Total
|
$
|
575,053
|
|
|
$
|
591,068
|
|
|
$
|
235,452
|
|
|
$
|
257,415
|
|
|
$
|
258,506
|
|
|
$
|
53,905
|
|
Year Ended December 31,
|
2015
|
|
2014
|
|
2013
|
||||||
|
(in thousands)
|
||||||||||
Net income
|
$
|
128,122
|
|
|
$
|
138,807
|
|
|
$
|
14,853
|
|
Losses (gains) from dispositions of property
|
185
|
|
|
10
|
|
|
(39
|
)
|
|||
Real estate depreciation
|
95,511
|
|
|
92,750
|
|
|
14,896
|
|
|||
Funds from operations
|
$
|
223,818
|
|
|
$
|
231,567
|
|
|
$
|
29,710
|
|
Straight-line rent adjustments
|
55,825
|
|
|
44,877
|
|
|
6,677
|
|
|||
Other depreciation
|
14,272
|
|
|
14,093
|
|
|
14,027
|
|
|||
Amortization of debt issuance costs
(1)
|
14,016
|
|
|
8,057
|
|
|
700
|
|
|||
Stock based compensation
|
16,811
|
|
|
12,258
|
|
|
1,566
|
|
|||
Maintenance CAPEX
|
(2,953
|
)
|
|
(3,538
|
)
|
|
(4,230
|
)
|
|||
Adjusted funds from operations
|
$
|
321,789
|
|
|
$
|
307,314
|
|
|
$
|
48,450
|
|
Interest, net
|
121,851
|
|
|
114,586
|
|
|
19,253
|
|
|||
Management fees
|
—
|
|
|
—
|
|
|
4,203
|
|
|||
Income tax expense
|
7,442
|
|
|
5,113
|
|
|
15,596
|
|
|||
Maintenance CAPEX
|
2,953
|
|
|
3,538
|
|
|
4,230
|
|
|||
Amortization of debt issuance costs
(1)
|
(14,016
|
)
|
|
(8,057
|
)
|
|
(700
|
)
|
|||
Adjusted EBITDA
|
$
|
440,019
|
|
|
$
|
422,494
|
|
|
$
|
91,032
|
|
|
|
GLP Capital
(1)
|
|
TRS Properties
|
|||||||||||||||||||
Year Ended December 31,
|
|
2015
|
|
2014
|
|
2013
|
|
2015
|
|
2014
|
|
2013
|
|||||||||||
|
|
(in thousands)
|
|||||||||||||||||||||
Net income
|
|
$
|
119,914
|
|
|
$
|
130,580
|
|
|
$
|
1,635
|
|
|
$
|
8,208
|
|
|
$
|
8,227
|
|
|
13,218
|
|
(Gains) losses from dispositions of property
|
|
152
|
|
|
(149
|
)
|
|
—
|
|
|
33
|
|
|
159
|
|
|
(39
|
)
|
|||||
Real estate depreciation
|
|
95,511
|
|
|
92,750
|
|
|
14,896
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Funds from operations
|
|
$
|
215,577
|
|
|
$
|
223,181
|
|
|
$
|
16,531
|
|
|
$
|
8,241
|
|
|
$
|
8,386
|
|
|
13,179
|
|
Straight-line rent adjustments
|
|
55,825
|
|
|
44,877
|
|
|
6,677
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Other depreciation
|
|
1,913
|
|
|
1,832
|
|
|
—
|
|
|
12,359
|
|
|
12,261
|
|
|
14,027
|
|
|||||
Debt issuance costs amortization
(3)
|
|
14,016
|
|
|
8,057
|
|
|
700
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Stock based compensation
|
|
16,811
|
|
|
12,258
|
|
|
1,566
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Maintenance CAPEX
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,953
|
)
|
|
(3,538
|
)
|
|
(4,230
|
)
|
|||||
Adjusted funds from operations
|
|
$
|
304,142
|
|
|
$
|
290,205
|
|
|
$
|
25,474
|
|
|
$
|
17,647
|
|
|
$
|
17,109
|
|
|
22,976
|
|
Interest, net
(2)
|
|
111,449
|
|
|
104,180
|
|
|
19,254
|
|
|
10,402
|
|
|
10,406
|
|
|
(1
|
)
|
|||||
Management fees
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,203
|
|
|||||
Income tax expense
|
|
1,338
|
|
|
211
|
|
|
6,767
|
|
|
6,104
|
|
|
4,902
|
|
|
8,829
|
|
|||||
Maintenance CAPEX
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,953
|
|
|
3,538
|
|
|
4,230
|
|
|||||
Debt issuance costs amortization
(3)
|
|
(14,016
|
)
|
|
(8,057
|
)
|
|
(700
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Adjusted EBITDA
|
|
$
|
402,913
|
|
|
$
|
386,539
|
|
|
$
|
50,795
|
|
|
$
|
37,106
|
|
|
$
|
35,955
|
|
|
40,237
|
|
|
(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 an intercompany interest elimination of
$10.4 million
for the years ended
December 31, 2015
and
2014
.
|
|
|
|
|
|
|
|
|
Percentage
|
|||||||
Year Ended December 31,
|
|
2015
|
|
2014
|
|
Variance
|
|
Variance
|
|||||||
Total rental revenue
|
|
$
|
427,125
|
|
|
$
|
436,937
|
|
|
$
|
(9,812
|
)
|
|
(2.2
|
)%
|
Gaming
|
|
142,310
|
|
|
148,283
|
|
|
(5,973
|
)
|
|
(4.0
|
)%
|
|||
Food, beverage and other
|
|
11,213
|
|
|
11,621
|
|
|
(408
|
)
|
|
(3.5
|
)%
|
|||
Total Revenues
|
|
580,648
|
|
|
596,841
|
|
|
(16,193
|
)
|
|
(2.7
|
)%
|
|||
Less promotional allowances
|
|
(5,595
|
)
|
|
(5,773
|
)
|
|
178
|
|
|
3.1
|
%
|
|||
Net revenues
|
|
$
|
575,053
|
|
|
$
|
591,068
|
|
|
$
|
(16,015
|
)
|
|
(2.7
|
)%
|
|
|
|
|
|
|
|
|
Percentage
|
|||||||
Year Ended December 31,
|
|
2014
|
|
2013
|
|
Variance
|
|
Variance
|
|||||||
Total rental revenue
|
|
$
|
436,937
|
|
|
$
|
69,880
|
|
|
$
|
367,057
|
|
|
525.3
|
%
|
Gaming
|
|
148,283
|
|
|
159,352
|
|
|
(11,069
|
)
|
|
(6.9
|
)%
|
|||
Food, beverage and other
|
|
11,621
|
|
|
12,357
|
|
|
(736
|
)
|
|
(6.0
|
)%
|
|||
Total Revenues
|
|
596,841
|
|
|
241,589
|
|
|
355,252
|
|
|
147.0
|
%
|
|||
Less promotional allowances
|
|
(5,773
|
)
|
|
(6,137
|
)
|
|
364
|
|
|
5.9
|
%
|
|||
Net revenues
|
|
$
|
591,068
|
|
|
$
|
235,452
|
|
|
$
|
355,616
|
|
|
151.0
|
%
|
|
|
|
|
|
|
|
|
Percentage
|
|||||||
Year Ended December 31,
|
|
2015
|
|
2014
|
|
Variance
|
|
Variance
|
|||||||
Gaming
|
|
$
|
77,188
|
|
|
$
|
82,995
|
|
|
$
|
(5,807
|
)
|
|
(7.0
|
)%
|
Food, beverage and other
|
|
8,586
|
|
|
9,734
|
|
|
(1,148
|
)
|
|
(11.8
|
)%
|
|||
Real estate taxes
|
|
36,412
|
|
|
52,154
|
|
|
(15,742
|
)
|
|
(30.2
|
)%
|
|||
General and administrative
|
|
85,669
|
|
|
80,836
|
|
|
4,833
|
|
|
6.0
|
%
|
|||
Depreciation
|
|
109,783
|
|
|
106,843
|
|
|
2,940
|
|
|
2.8
|
%
|
|||
Total operating expenses
|
|
$
|
317,638
|
|
|
$
|
332,562
|
|
|
$
|
(14,924
|
)
|
|
(4.5
|
)%
|
|
|
|
|
|
|
|
|
Percentage
|
|||||||
Year Ended December 31,
|
|
2014
|
|
2013
|
|
Variance
|
|
Variance
|
|||||||
Gaming
|
|
$
|
82,995
|
|
|
$
|
89,367
|
|
|
$
|
(6,372
|
)
|
|
(7.1
|
)%
|
Food, beverage and other
|
|
9,734
|
|
|
10,775
|
|
|
(1,041
|
)
|
|
(9.7
|
)%
|
|||
Real estate taxes
|
|
52,154
|
|
|
9,220
|
|
|
42,934
|
|
|
465.7
|
%
|
|||
General and administrative
|
|
80,836
|
|
|
43,262
|
|
|
37,574
|
|
|
86.9
|
%
|
|||
Depreciation
|
|
106,843
|
|
|
28,923
|
|
|
77,920
|
|
|
269.4
|
%
|
|||
Total operating expenses
|
|
$
|
332,562
|
|
|
$
|
181,547
|
|
|
$
|
151,015
|
|
|
83.2
|
%
|
|
|
|
|
|
|
|
|
Percentage
|
|||||||
Year Ended December 31,
|
|
2015
|
|
2014
|
|
Variance
|
|
Variance
|
|||||||
Interest expense
|
|
$
|
(124,183
|
)
|
|
$
|
(117,030
|
)
|
|
$
|
(7,153
|
)
|
|
(6.1
|
)%
|
Interest income
|
|
2,332
|
|
|
2,444
|
|
|
(112
|
)
|
|
(4.6
|
)%
|
|||
Total other expenses
|
|
$
|
(121,851
|
)
|
|
$
|
(114,586
|
)
|
|
$
|
(7,265
|
)
|
|
(6.3
|
)%
|
|
|
|
|
|
|
|
|
Percentage
|
|||||||
Year Ended December 31,
|
|
2014
|
|
2013
|
|
Variance
|
|
Variance
|
|||||||
Interest expense
|
|
$
|
(117,030
|
)
|
|
$
|
(19,254
|
)
|
|
$
|
(97,776
|
)
|
|
(507.8
|
)%
|
Interest income
|
|
2,444
|
|
|
1
|
|
|
2,443
|
|
|
244,300.0
|
%
|
|||
Management fee
|
|
—
|
|
|
(4,203
|
)
|
|
4,203
|
|
|
100.0
|
%
|
|||
Total other expenses
|
|
$
|
(114,586
|
)
|
|
$
|
(23,456
|
)
|
|
$
|
(91,130
|
)
|
|
(388.5
|
)%
|
|
Payments Due By Period
|
||||||||||||||||||
|
Total
|
|
2016
|
|
2017 - 2018
|
|
2019 - 2020
|
|
2021 and After
|
||||||||||
|
(in thousands)
|
||||||||||||||||||
Senior unsecured credit facility
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Principal
|
$
|
490,000
|
|
|
$
|
—
|
|
|
$
|
490,000
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Interest
(1)
|
44,533
|
|
|
14,590
|
|
|
29,943
|
|
|
—
|
|
|
—
|
|
|||||
4.375% senior subordinated notes
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Principal
|
550,000
|
|
|
—
|
|
|
550,000
|
|
|
—
|
|
|
—
|
|
|||||
Interest
|
72,188
|
|
|
24,063
|
|
|
48,125
|
|
|
—
|
|
|
—
|
|
|||||
4.875% senior subordinated notes
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Principal
|
1,000,000
|
|
|
—
|
|
|
—
|
|
|
1,000,000
|
|
|
—
|
|
|||||
Interest
|
243,750
|
|
|
48,750
|
|
|
97,500
|
|
|
97,500
|
|
|
—
|
|
|||||
5.375% senior subordinated notes
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Principal
|
500,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
500,000
|
|
|||||
Interest
|
215,000
|
|
|
26,875
|
|
|
53,750
|
|
|
53,750
|
|
|
80,625
|
|
|||||
Capital lease obligations
|
1,389
|
|
|
102
|
|
|
220
|
|
|
242
|
|
|
825
|
|
|||||
Purchase obligations
|
702
|
|
|
513
|
|
|
174
|
|
|
15
|
|
|
—
|
|
|||||
Operating leases
|
50,091
|
|
|
1,565
|
|
|
3,078
|
|
|
1,557
|
|
|
43,891
|
|
|||||
Other liabilities reflected in the Company's consolidated balance sheets
(2)
|
379
|
|
|
379
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total
|
$
|
3,168,032
|
|
|
$
|
116,837
|
|
|
$
|
1,272,790
|
|
|
$
|
1,153,064
|
|
|
$
|
625,341
|
|
|
(1)
|
The interest rates associated with the variable rate components of our senior unsecured credit facility are estimated, reflected of forward LIBOR curves plus the spread over LIBOR of 150 basis points. The contractual amounts to be paid on our variable rate obligations are affected by changes in market interest rates and changes in our spreads which are based on our leverage ratios. Future changes in such ratios will impact the contractual amounts to be paid.
|
(2)
|
Primarily represents liabilities associated with reward programs at our TRS Properties that can be redeemed for free play, merchandise or services.
|
|
Total Amounts Committed
|
|
2016
|
|
2017 - 2018
|
|
2019 - 2020
|
|
2021 and After
|
|||||||
|
(in thousands)
|
|||||||||||||||
Letters of Credit
(1)
|
$
|
855
|
|
|
$
|
855
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Total
|
$
|
855
|
|
|
$
|
855
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1)
|
The available balance under the revolving credit portion of our senior unsecured credit facility is reduced by outstanding letters of credit.
|
|
01/01/16-12/31/16
|
|
01/01/17-12/31/17
|
|
01/01/18-12/31/18
|
|
01/01/19-12/31/19
|
|
01/01/20-12/31/20
|
|
Thereafter
|
|
Total
|
|
Fair Value at 12/31/2015
|
||||||||||||||||
|
(in thousands)
|
||||||||||||||||||||||||||||||
Long-term debt:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Fixed rate
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
550,000
|
|
|
$
|
—
|
|
|
$
|
1,000,000
|
|
|
$
|
500,000
|
|
|
$
|
2,050,000
|
|
|
$
|
2,014,750
|
|
Average interest rate
|
|
|
|
|
|
|
4.38%
|
|
|
|
4.88%
|
|
5.38%
|
|
|
|
|
|
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Variable rate
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
490,000
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
490,000
|
|
|
$
|
479,612
|
|
Average interest rate
(1)
|
|
|
|
|
|
|
3.56
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
/s/ ERNST & YOUNG LLP
|
|
|
December 31, 2015
|
|
December 31, 2014
|
||||
|
|
|
|
||||
Assets
|
|
|
|
||||
Real estate investments, net
|
$
|
2,090,059
|
|
|
$
|
2,180,124
|
|
Property and equipment, used in operations, net
|
129,747
|
|
|
134,028
|
|
||
Cash and cash equivalents
|
41,875
|
|
|
35,973
|
|
||
Prepaid expenses
|
7,908
|
|
|
7,900
|
|
||
Other current assets
|
57,721
|
|
|
45,254
|
|
||
Goodwill
|
75,521
|
|
|
75,521
|
|
||
Other intangible assets
|
9,577
|
|
|
9,577
|
|
||
Debt issuance costs, net of accumulated amortization of $5,937 at December 31, 2015
|
3,563
|
|
|
—
|
|
||
Loan receivable
|
29,350
|
|
|
34,000
|
|
||
Deferred tax assets, non-current
|
2,447
|
|
|
2,694
|
|
||
Other assets
|
387
|
|
|
383
|
|
||
Total assets
|
$
|
2,448,155
|
|
|
$
|
2,525,454
|
|
|
|
|
|
||||
Liabilities
|
|
|
|
||||
Accounts payable
|
$
|
406
|
|
|
$
|
4,409
|
|
Accrued expenses
|
9,580
|
|
|
5,339
|
|
||
Accrued interest
|
17,623
|
|
|
17,528
|
|
||
Accrued salaries and wages
|
13,719
|
|
|
12,581
|
|
||
Gaming, property, and other taxes
|
24,702
|
|
|
22,741
|
|
||
Current maturities of long-term debt
|
102
|
|
|
81
|
|
||
Other current liabilities
|
17,687
|
|
|
15,788
|
|
||
Long-term debt, net of current maturities and unamortized debt issuance costs
|
2,510,239
|
|
|
2,570,280
|
|
||
Deferred rental revenue
|
107,379
|
|
|
51,554
|
|
||
Deferred tax liabilities, non-current
|
232
|
|
|
1,443
|
|
||
Total liabilities
|
2,701,669
|
|
|
2,701,744
|
|
||
|
|
|
|
||||
Commitments and Contingencies (Note 9)
|
|
|
|
|
|
||
|
|
|
|
||||
Shareholders’ deficit
|
|
|
|
||||
|
|
|
|
||||
Preferred stock ($.01 par value, 50,000,000 shares authorized, no shares issued or outstanding at December 31, 2015 and December 31, 2014)
|
—
|
|
|
—
|
|
||
Common stock ($.01 par value, 500,000,000 shares authorized, 115,594,321 and 112,981,088 shares issued at December 31, 2015 and December 31, 2014, respectively)
|
1,156
|
|
|
1,130
|
|
||
Additional paid-in capital
|
935,220
|
|
|
888,860
|
|
||
Retained deficit
|
(1,189,890
|
)
|
|
(1,066,280
|
)
|
||
Total shareholders’ deficit
|
(253,514
|
)
|
|
(176,290
|
)
|
||
Total liabilities and shareholders’ deficit
|
$
|
2,448,155
|
|
|
$
|
2,525,454
|
|
Year ended December 31,
|
|
2015
|
|
2014
|
|
2013
|
||||||
|
|
|
|
|
|
|
||||||
Revenues
|
|
|
|
|
|
|
|
|
||||
Rental
|
|
$
|
392,075
|
|
|
$
|
386,403
|
|
|
$
|
62,278
|
|
Real estate taxes paid by tenants
|
|
35,050
|
|
|
50,534
|
|
|
7,602
|
|
|||
Total rental revenue
|
|
427,125
|
|
|
436,937
|
|
|
69,880
|
|
|||
Gaming
|
|
142,310
|
|
|
148,283
|
|
|
159,352
|
|
|||
Food, beverage and other
|
|
11,213
|
|
|
11,621
|
|
|
12,357
|
|
|||
Total revenues
|
|
580,648
|
|
|
596,841
|
|
|
241,589
|
|
|||
Less promotional allowances
|
|
(5,595
|
)
|
|
(5,773
|
)
|
|
(6,137
|
)
|
|||
Net revenues
|
|
575,053
|
|
|
591,068
|
|
|
235,452
|
|
|||
|
|
|
|
|
|
|
||||||
Operating expenses
|
|
|
|
|
|
|
|
|
|
|||
Gaming
|
|
77,188
|
|
|
82,995
|
|
|
89,367
|
|
|||
Food, beverage and other
|
|
8,586
|
|
|
9,734
|
|
|
10,775
|
|
|||
Real estate taxes
|
|
36,412
|
|
|
52,154
|
|
|
9,220
|
|
|||
General and administrative
|
|
85,669
|
|
|
80,836
|
|
|
43,262
|
|
|||
Depreciation
|
|
109,783
|
|
|
106,843
|
|
|
28,923
|
|
|||
Total operating expenses
|
|
317,638
|
|
|
332,562
|
|
|
181,547
|
|
|||
Income from operations
|
|
257,415
|
|
|
258,506
|
|
|
53,905
|
|
|||
|
|
|
|
|
|
|
||||||
Other income (expenses)
|
|
|
|
|
|
|
|
|
|
|||
Interest expense
|
|
(124,183
|
)
|
|
(117,030
|
)
|
|
(19,254
|
)
|
|||
Interest income
|
|
2,332
|
|
|
2,444
|
|
|
1
|
|
|||
Management fees
|
|
—
|
|
|
—
|
|
|
(4,203
|
)
|
|||
Total other expenses
|
|
(121,851
|
)
|
|
(114,586
|
)
|
|
(23,456
|
)
|
|||
|
|
|
|
|
|
|
||||||
Income before income taxes
|
|
135,564
|
|
|
143,920
|
|
|
30,449
|
|
|||
Income tax expense
|
|
7,442
|
|
|
5,113
|
|
|
15,596
|
|
|||
Net income
|
|
$
|
128,122
|
|
|
$
|
138,807
|
|
|
$
|
14,853
|
|
|
|
|
|
|
|
|
||||||
Earnings per common share:
|
|
|
|
|
|
|
|
|
||||
Basic earnings per common share
|
|
$
|
1.12
|
|
|
$
|
1.23
|
|
|
$
|
0.13
|
|
Diluted earnings per common share
|
|
$
|
1.08
|
|
|
$
|
1.18
|
|
|
$
|
0.13
|
|
|
Common Stock
|
|
Additional
Paid-In
Capital
|
|
Retained
Earnings
(Deficit)
|
|
Total
Shareholders’
Equity (Deficit)
|
|||||||||||
|
Shares
|
|
Amount
|
|
|
|
||||||||||||
Balance, December 31, 2012
|
—
|
|
|
$
|
—
|
|
|
$
|
71,356
|
|
|
$
|
164,974
|
|
|
$
|
236,330
|
|
Contributions to Penn National Gaming, Inc., prior to Spin-Off
|
—
|
|
|
—
|
|
|
(3,387
|
)
|
|
(46,913
|
)
|
|
(50,300
|
)
|
||||
Real estate assets and liabilities contributed to GLPI from Penn National Gaming, Inc. (See Note 1)
|
88,601,637
|
|
|
886
|
|
|
2,022,687
|
|
|
—
|
|
|
2,023,573
|
|
||||
Cash contribution to Penn National Gaming, Inc. in connection with Spin-Off
|
|
|
|
|
(2,090,000
|
)
|
|
—
|
|
|
(2,090,000
|
)
|
||||||
Stock option activity
|
57,811
|
|
|
1
|
|
|
2,621
|
|
|
—
|
|
|
2,622
|
|
||||
Restricted stock activity
|
—
|
|
|
—
|
|
|
374
|
|
|
—
|
|
|
374
|
|
||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
14,853
|
|
|
14,853
|
|
||||
Balance, December 31, 2013
|
88,659,448
|
|
|
887
|
|
|
3,651
|
|
|
132,914
|
|
|
137,452
|
|
||||
Stock option activity
|
2,184,980
|
|
|
21
|
|
|
38,648
|
|
|
—
|
|
|
38,669
|
|
||||
Restricted stock activity
|
156,839
|
|
|
2
|
|
|
3,519
|
|
|
—
|
|
|
3,521
|
|
||||
Dividends paid, including the Purging Distribution ($14.32 per common share)
|
21,979,821
|
|
|
220
|
|
|
843,677
|
|
|
(1,338,001
|
)
|
|
(494,104
|
)
|
||||
Distribution in connection with tax matter agreement
|
—
|
|
|
—
|
|
|
(635
|
)
|
|
—
|
|
|
(635
|
)
|
||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
138,807
|
|
|
138,807
|
|
||||
Balance, December 31, 2014
|
112,981,088
|
|
|
1,130
|
|
|
888,860
|
|
|
(1,066,280
|
)
|
|
(176,290
|
)
|
||||
Stock option activity
|
2,511,639
|
|
|
25
|
|
|
34,621
|
|
|
—
|
|
|
34,646
|
|
||||
Restricted stock activity
|
101,594
|
|
|
1
|
|
|
11,739
|
|
|
—
|
|
|
11,740
|
|
||||
Dividends paid ($2.18 per common share)
|
—
|
|
|
—
|
|
|
—
|
|
|
(251,732
|
)
|
|
(251,732
|
)
|
||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
128,122
|
|
|
128,122
|
|
||||
Balance, December 31, 2015
|
115,594,321
|
|
|
$
|
1,156
|
|
|
$
|
935,220
|
|
|
$
|
(1,189,890
|
)
|
|
$
|
(253,514
|
)
|
Year ended December 31,
|
|
2015
|
|
2014
|
|
2013
|
||||||
Operating activities
|
|
|
|
|
|
|
|
|
||||
Net income
|
|
$
|
128,122
|
|
|
$
|
138,807
|
|
|
$
|
14,853
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
|
|
|
||||
Depreciation
|
|
109,783
|
|
|
106,843
|
|
|
28,923
|
|
|||
Amortization of debt issuance costs
|
|
14,016
|
|
|
8,057
|
|
|
1,270
|
|
|||
Losses (gains) on dispositions of property
|
|
185
|
|
|
10
|
|
|
(39
|
)
|
|||
Deferred income taxes
|
|
(813
|
)
|
|
(3,305
|
)
|
|
(5,646
|
)
|
|||
Stock-based compensation
|
|
16,811
|
|
|
12,258
|
|
|
1,566
|
|
|||
Straight-line rent adjustments
|
|
55,825
|
|
|
44,877
|
|
|
6,677
|
|
|||
|
|
|
|
|
|
|
||||||
(Increase) decrease,
|
|
|
|
|
|
|
|
|
||||
Prepaid expenses and other current assets
|
|
(9,708
|
)
|
|
(10,601
|
)
|
|
(885
|
)
|
|||
Other assets
|
|
(4
|
)
|
|
(1,660
|
)
|
|
(662
|
)
|
|||
(Decrease), increase
|
|
|
|
|
|
|
|
|
||||
Accounts payable
|
|
(946
|
)
|
|
(1,650
|
)
|
|
2,638
|
|
|||
Accrued expenses
|
|
4,241
|
|
|
(8,444
|
)
|
|
7,996
|
|
|||
Accrued interest
|
|
95
|
|
|
(527
|
)
|
|
17,216
|
|
|||
Accrued salaries and wages
|
|
1,138
|
|
|
2,244
|
|
|
2,131
|
|
|||
Gaming, property and other taxes
|
|
(956
|
)
|
|
527
|
|
|
(7
|
)
|
|||
Income taxes
|
|
—
|
|
|
(17,054
|
)
|
|
4,018
|
|
|||
Other current and noncurrent liabilities
|
|
1,899
|
|
|
2,877
|
|
|
583
|
|
|||
Net cash provided by operating activities
|
|
319,688
|
|
|
273,259
|
|
|
80,632
|
|
|||
Investing activities
|
|
|
|
|
|
|
|
|
||||
Capital project expenditures, net of reimbursements
|
|
(16,149
|
)
|
|
(139,231
|
)
|
|
(12,198
|
)
|
|||
Capital maintenance expenditures
|
|
(2,953
|
)
|
|
(3,538
|
)
|
|
(4,230
|
)
|
|||
Proceeds from sale of property and equipment
|
|
310
|
|
|
180
|
|
|
153
|
|
|||
Funding of loan receivable
|
|
—
|
|
|
(43,000
|
)
|
|
—
|
|
|||
Principal payments on loan receivable
|
|
4,650
|
|
|
9,000
|
|
|
—
|
|
|||
Acquisition of real estate
|
|
—
|
|
|
(140,730
|
)
|
|
—
|
|
|||
Net cash used in investing activities
|
|
(14,142
|
)
|
|
(317,319
|
)
|
|
(16,275
|
)
|
|||
Financing activities
|
|
|
|
|
|
|
|
|
||||
Net advances to Penn National Gaming, Inc.
|
|
—
|
|
|
—
|
|
|
(6,982
|
)
|
|||
Cash contributions to Penn National Gaming, Inc. in connection with Spin-Off
|
|
—
|
|
|
—
|
|
|
(2,090,000
|
)
|
|||
Dividends paid (including the Purging Distribution in 2014)
|
|
(251,732
|
)
|
|
(494,104
|
)
|
|
—
|
|
|||
Proceeds from exercise of options
|
|
29,686
|
|
|
29,931
|
|
|
1,431
|
|
|||
Proceeds from issuance of long-term debt
|
|
—
|
|
|
291,950
|
|
|
2,350,000
|
|
|||
Financing costs
|
|
(9,500
|
)
|
|
(306
|
)
|
|
(48,147
|
)
|
|||
Payments of long-term debt
|
|
(68,098
|
)
|
|
(32,024
|
)
|
|
—
|
|
|||
Distribution in connection with 2013 Pre-Spin tax matter agreement
|
|
—
|
|
|
(635
|
)
|
|
—
|
|
|||
Net cash (used in) provided by financing activities
|
|
(299,644
|
)
|
|
(205,188
|
)
|
|
206,302
|
|
|||
Net increase (decrease) in cash and cash equivalents
|
|
5,902
|
|
|
(249,248
|
)
|
|
270,659
|
|
|||
Cash and cash equivalents at beginning of period
|
|
35,973
|
|
|
285,221
|
|
|
14,562
|
|
|||
Cash and cash equivalents at end of period
|
|
$
|
41,875
|
|
|
$
|
35,973
|
|
|
$
|
285,221
|
|
Prepaid expenses
|
$
|
2,766
|
|
Current deferred income tax assets
|
4,358
|
|
|
Property and equipment, net
|
2,024,572
|
|
|
Other assets
|
16,245
|
|
|
Accrued expenses
|
(5,656
|
)
|
|
Other current liabilities
|
(12,219
|
)
|
|
Deferred income tax liabilities
|
(6,493
|
)
|
|
Net contribution
|
$
|
2,023,573
|
|
|
December 31, 2015
|
|
December 31, 2014
|
||||||||||||
|
Carrying
Amount
|
|
Fair
Value
|
|
Carrying
Amount
|
|
Fair
Value
|
||||||||
Financial assets:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Cash and cash equivalents
|
$
|
41,875
|
|
|
$
|
41,875
|
|
|
$
|
35,973
|
|
|
$
|
35,973
|
|
Deferred compensation plan assets
|
14,833
|
|
|
14,833
|
|
|
14,280
|
|
|
14,280
|
|
||||
Loan receivable
|
29,350
|
|
|
29,350
|
|
|
34,000
|
|
|
34,000
|
|
||||
Financial liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Deferred compensation plan liabilities
|
14,866
|
|
|
14,866
|
|
|
14,369
|
|
|
14,369
|
|
||||
Long-term debt:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Senior unsecured credit facility
|
490,000
|
|
|
479,612
|
|
|
558,000
|
|
|
535,010
|
|
||||
Senior unsecured notes
|
2,050,000
|
|
|
2,014,750
|
|
|
2,050,000
|
|
|
2,091,000
|
|
Land improvements
|
|
15 years
|
Building and improvements
|
|
5 to 31 years
|
Furniture, fixtures, and equipment
|
|
3 to 31 years
|
•
|
Projected revenues and operating cash flows;
|
•
|
Theoretical construction costs and duration;
|
•
|
Pre-opening expenses;
|
•
|
Discounting that reflects the level of risk associated with receiving future cash flows attributable to the license; and
|
•
|
Remaining useful life of the license
|
|
Year Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
|
(in thousands)
|
||||||||||
Video lottery
|
$
|
122,292
|
|
|
$
|
127,572
|
|
|
$
|
138,803
|
|
Table game
|
18,799
|
|
|
19,120
|
|
|
18,096
|
|
|||
Poker
|
1,219
|
|
|
1,591
|
|
|
2,453
|
|
|||
Total gaming revenue, net of cash incentives
|
$
|
142,310
|
|
|
$
|
148,283
|
|
|
$
|
159,352
|
|
|
Year Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
|
(in thousands)
|
||||||||||
Food and beverage
|
$
|
5,512
|
|
|
$
|
5,732
|
|
|
$
|
5,970
|
|
Other
|
83
|
|
|
41
|
|
|
167
|
|
|||
Total promotional allowances
|
$
|
5,595
|
|
|
$
|
5,773
|
|
|
$
|
6,137
|
|
|
Year Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
|
(in thousands)
|
|
|
||||||||
Food and beverage
|
$
|
2,343
|
|
|
$
|
2,766
|
|
|
$
|
2,907
|
|
Other
|
38
|
|
|
15
|
|
|
86
|
|
|||
Total cost of complimentary services
|
$
|
2,381
|
|
|
$
|
2,781
|
|
|
$
|
2,993
|
|
|
Year Ended December 31,
|
|||||||
|
2015
|
|
2014
|
|
2013
|
|||
|
|
|||||||
Determination of shares:
|
|
|
|
|
|
|
|
|
Weighted-average common shares outstanding
|
114,432
|
|
|
112,037
|
|
|
110,617
|
|
Assumed conversion of dilutive employee stock-based awards
|
3,755
|
|
|
5,340
|
|
|
4,924
|
|
Assumed conversion of restricted stock
|
170
|
|
|
209
|
|
|
324
|
|
Assumed conversion of performance-based restricted stock awards
|
82
|
|
|
—
|
|
|
—
|
|
Diluted weighted-average common shares outstanding
|
118,439
|
|
|
117,586
|
|
|
115,865
|
|
|
Year Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
|
|
|
|
||||||||
Calculation of basic EPS:
|
|
|
|
|
|
|
|
||||
Net income
|
$
|
128,122
|
|
|
$
|
138,807
|
|
|
$
|
14,853
|
|
Less: Net income allocated to participating securities
|
(517
|
)
|
|
(578
|
)
|
|
(56
|
)
|
|||
Net income attributable to common shareholders
|
$
|
127,605
|
|
|
$
|
138,229
|
|
|
$
|
14,797
|
|
Weighted-average common shares outstanding
|
114,432
|
|
|
112,037
|
|
|
110,617
|
|
|||
Basic EPS
|
$
|
1.12
|
|
|
$
|
1.23
|
|
|
$
|
0.13
|
|
|
|
|
|
|
|
||||||
Calculation of diluted EPS:
|
|
|
|
|
|
|
|
||||
Net income
|
$
|
128,122
|
|
|
$
|
138,807
|
|
|
$
|
14,853
|
|
Diluted weighted-average common shares outstanding
|
118,439
|
|
|
117,586
|
|
|
115,865
|
|
|||
Diluted EPS
|
$
|
1.08
|
|
|
$
|
1.18
|
|
|
$
|
0.13
|
|
|
December 31,
2015 |
|
December 31,
2014 |
||||
|
(in thousands)
|
||||||
Land and improvements
|
$
|
453,739
|
|
|
$
|
454,181
|
|
Building and improvements
|
2,297,128
|
|
|
2,288,664
|
|
||
Construction in progress
|
—
|
|
|
2,576
|
|
||
Total real estate investments
|
2,750,867
|
|
|
2,745,421
|
|
||
Less accumulated depreciation
|
(660,808
|
)
|
|
(565,297
|
)
|
||
Real estate investments, net
|
$
|
2,090,059
|
|
|
$
|
2,180,124
|
|
|
December 31,
2015 |
|
December 31,
2014 |
||||
|
(in thousands)
|
||||||
Land and improvements
|
$
|
31,187
|
|
|
$
|
31,595
|
|
Building and improvements
|
117,314
|
|
|
116,867
|
|
||
Furniture, fixtures, and equipment
|
112,227
|
|
|
103,612
|
|
||
Construction in progress
|
354
|
|
|
724
|
|
||
Total property and equipment
|
261,082
|
|
|
252,798
|
|
||
Less accumulated depreciation
|
(131,335
|
)
|
|
(118,770
|
)
|
||
Property and equipment, net
|
$
|
129,747
|
|
|
$
|
134,028
|
|
|
December 31,
2015 |
|
December 31,
2014 |
||||
|
(in thousands)
|
||||||
Senior unsecured credit facility
|
$
|
490,000
|
|
|
$
|
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
|
1,389
|
|
|
1,487
|
|
||
Total long-term debt
|
2,541,389
|
|
|
2,609,487
|
|
||
Less: unamortized debt issuance costs
|
(31,048
|
)
|
|
(39,126
|
)
|
||
Total long-term debt, net of unamortized debt issuance costs
|
2,510,341
|
|
|
2,570,361
|
|
||
Less current maturities of long-term debt
|
(102
|
)
|
|
(81
|
)
|
||
Long-term debt, net of current maturities and unamortized debt issuance costs
|
$
|
2,510,239
|
|
|
$
|
2,570,280
|
|
2016
|
$
|
102
|
|
2017
|
107
|
|
|
2018
|
1,040,113
|
|
|
2019
|
1,000,118
|
|
|
2020
|
124
|
|
|
Over 5 years
|
500,825
|
|
|
Total minimum payments
|
$
|
2,541,389
|
|
Year ending December 31,
(1)
|
|
||
2016
|
$
|
1,565
|
|
2017
|
1,540
|
|
|
2018
|
1,538
|
|
|
2019
|
1,096
|
|
|
2020
|
461
|
|
|
Thereafter
|
43,891
|
|
|
Total
|
$
|
50,091
|
|
|
Year ended December 31,
|
2015
|
|
2014
|
||||
|
(in thousands)
|
||||||
Deferred tax assets:
|
|
|
|
|
|
||
Accrued expenses
|
$
|
2,125
|
|
|
$
|
2,015
|
|
Property and equipment
|
4,414
|
|
|
679
|
|
||
Net deferred tax assets
|
6,539
|
|
|
2,694
|
|
||
Deferred tax liabilities:
|
|
|
|
|
|
||
Property and equipment
|
(2,959
|
)
|
|
(336
|
)
|
||
Intangibles
|
(1,365
|
)
|
|
(1,107
|
)
|
||
Net deferred tax liabilities
|
(4,324
|
)
|
|
(1,443
|
)
|
||
Net:
|
$
|
2,215
|
|
|
$
|
1,251
|
|
Year ended December 31,
|
2015
|
|
2014
|
|
2013
|
||||||
|
(in thousands)
|
||||||||||
Current tax expense
|
|
|
|
|
|
|
|
|
|||
Federal
|
$
|
4,945
|
|
|
$
|
6,115
|
|
|
$
|
17,729
|
|
State
|
3,310
|
|
|
2,303
|
|
|
3,513
|
|
|||
Total current
|
8,255
|
|
|
8,418
|
|
|
21,242
|
|
|||
Deferred tax (benefit) expense
|
|
|
|
|
|
|
|
|
|||
Federal
|
(533
|
)
|
|
(2,680
|
)
|
|
(7,624
|
)
|
|||
State
|
(280
|
)
|
|
(625
|
)
|
|
1,978
|
|
|||
Total deferred
|
(813
|
)
|
|
(3,305
|
)
|
|
(5,646
|
)
|
|||
Total provision
|
$
|
7,442
|
|
|
$
|
5,113
|
|
|
$
|
15,596
|
|
Year ended December 31,
|
2015
|
|
2014
|
|
2013
|
|||
Percent of pretax income
|
|
|
|
|
|
|
|
|
U.S. federal statutory income tax rate
|
35.0
|
%
|
|
35.0
|
%
|
|
35.0
|
%
|
State and local income taxes
|
1.3
|
%
|
|
0.7
|
%
|
|
12.6
|
%
|
Nondeductible transaction costs
|
—
|
%
|
|
—
|
%
|
|
9.2
|
%
|
REIT conversion benefit
|
(31.3
|
)%
|
|
(31.8
|
)%
|
|
(4.3
|
)%
|
Permanent differences
|
—
|
%
|
|
—
|
%
|
|
(0.9
|
)%
|
Other miscellaneous items
|
0.5
|
%
|
|
(0.3
|
)%
|
|
(0.4
|
)%
|
|
5.5
|
%
|
|
3.6
|
%
|
|
51.2
|
%
|
Year ended December 31,
|
2015
|
|
2014
|
|
2013
|
||||||
|
(in thousands)
|
||||||||||
Amount based upon pretax income
|
|
|
|
|
|
|
|
|
|||
U.S. federal statutory income tax
|
$
|
47,447
|
|
|
$
|
50,372
|
|
|
$
|
10,657
|
|
State and local income taxes
|
1,702
|
|
|
964
|
|
|
3,840
|
|
|||
Nondeductible transaction costs
|
—
|
|
|
—
|
|
|
2,793
|
|
|||
REIT conversion benefit
|
(42,438
|
)
|
|
(45,777
|
)
|
|
(1,322
|
)
|
|||
Permanent differences
|
61
|
|
|
52
|
|
|
(268
|
)
|
|||
Other miscellaneous items
|
670
|
|
|
(498
|
)
|
|
(104
|
)
|
|||
|
$
|
7,442
|
|
|
$
|
5,113
|
|
|
$
|
15,596
|
|
Declaration Date
|
|
Shareholder Record Date
|
|
Securities Class
|
|
Dividend Per Share
|
|
Period Covered
|
|
Distribution Date
|
|
Dividend Amount
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
(in thousands)
|
||||
2015
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
February 3, 2015
|
|
March 10, 2015
|
|
Common Stock
|
|
$
|
0.545
|
|
|
First Quarter 2015
|
|
March 27, 2015
|
|
$
|
62,072
|
|
May 1, 2015
|
|
June 11, 2015
|
|
Common Stock
|
|
$
|
0.545
|
|
|
Second Quarter 2015
|
|
June 26, 2015
|
|
$
|
62,348
|
|
July 30, 2015
|
|
September 14, 2015
|
|
Common Stock
|
|
$
|
0.545
|
|
|
Third Quarter 2015
|
|
September 25, 2015
|
|
$
|
62,456
|
|
October 28, 2015
|
|
December 1, 2015
|
|
Common Stock
|
|
$
|
0.545
|
|
|
Fourth Quarter 2015
|
|
December 18, 2015
|
|
$
|
62,814
|
|
2014
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
February 18, 2014
|
|
March 7, 2014
|
|
Common Stock
|
|
$
|
0.52
|
|
|
First Quarter 2014
|
|
March 28, 2014
|
|
$
|
58,008
|
|
May 30, 2014
|
|
June 12, 2014
|
|
Common Stock
|
|
$
|
0.52
|
|
|
Second Quarter 2014
|
|
June 27, 2014
|
|
$
|
58,207
|
|
September 3, 2014
|
|
September 15, 2014
|
|
Common Stock
|
|
$
|
0.52
|
|
|
Third Quarter 2014
|
|
September 26, 2014
|
|
$
|
58,464
|
|
November 18, 2014
|
|
December 2, 2014
|
|
Common Stock
|
|
$
|
0.92
|
|
|
Fourth Quarter 2014
|
|
December 19, 2014
|
|
$
|
103,712
|
|
|
Year Ended December 31,
|
||||||
|
2015
|
|
2014
|
||||
|
(in dollars per share)
|
||||||
Qualified dividends
|
$
|
0.0698
|
|
|
$
|
12.24
|
|
Non-qualified dividends
|
1.9462
|
|
|
1.90
|
|
||
Capital gains
|
0.0012
|
|
|
0.16
|
|
||
Non-taxable return of capital
|
0.1628
|
|
|
0.02
|
|
||
Total distributions per common share
|
$
|
2.18
|
|
|
$
|
14.32
|
|
|
|
|
|
||||
Percentage classified as qualified dividends
|
3.21
|
%
|
|
85.47
|
%
|
||
Percentage classified as non-qualified dividends
|
89.45
|
%
|
|
13.27
|
%
|
||
Percentage classified as capital gains
|
—
|
|
|
1.12
|
%
|
||
Percentage classified as non-taxable return of capital
|
7.34
|
%
|
|
0.14
|
%
|
||
|
100.00
|
%
|
|
100.00
|
%
|
|
|
Number of
Option Shares
|
|
Weighted-
Average
Exercise
Price
|
|
Weighted-
Average
Remaining
Contractual
Term (in years)
|
|
Aggregate
Intrinsic Value
(in thousands)
|
|||||
Outstanding at December 31, 2014
|
|
11,161,842
|
|
|
$
|
18.83
|
|
|
|
|
|
|
|
Exercised
|
|
(3,206,692
|
)
|
|
16.35
|
|
|
|
|
|
|
||
Canceled
|
|
(28,084
|
)
|
|
22.09
|
|
|
|
|
|
|
||
Outstanding at December 31, 2015
|
|
7,927,066
|
|
|
$
|
19.82
|
|
|
1.83
|
|
$
|
63,210
|
|
|
Exercise Price Range
|
|
Total
|
||||||||||||
|
$14.87 to $22.92
|
|
$23.02 to $34.81
|
|
$35.74 to $35.87
|
|
$14.87 to $35.87
|
||||||||
Outstanding options
|
|
|
|
|
|
|
|
|
|
|
|
||||
Number outstanding
|
6,839,896
|
|
|
1,079,901
|
|
|
7,269
|
|
|
7,927,066
|
|
||||
Weighted-average remaining contractual life (years)
|
1.95
|
|
|
1.06
|
|
|
1.67
|
|
|
1.83
|
|
||||
Weighted-average exercise price
|
$
|
19.07
|
|
|
$
|
24.43
|
|
|
$
|
35.81
|
|
|
$
|
19.82
|
|
Exercisable options
|
|
|
|
|
|
|
|
|
|
|
|
||||
Number outstanding
|
6,421,414
|
|
|
1,076,597
|
|
|
7,269
|
|
|
7,505,280
|
|
||||
Weighted-average exercise price
|
$
|
18.88
|
|
|
$
|
24.43
|
|
|
$
|
35.81
|
|
|
$
|
19.69
|
|
|
Number of
Award
Shares
|
|
Weighted Average Grant-Date Fair Value
|
|||
Outstanding at December 31, 2013
|
525,328
|
|
|
$
|
28.34
|
|
Granted
|
240,149
|
|
|
$
|
37.12
|
|
Released
|
(237,618
|
)
|
|
$
|
24.55
|
|
Canceled
|
(59,018
|
)
|
|
$
|
31.99
|
|
Outstanding at December 31, 2014
|
468,841
|
|
|
$
|
34.31
|
|
Granted
|
164,612
|
|
|
$
|
29.37
|
|
Released
|
(160,234
|
)
|
|
$
|
33.85
|
|
Canceled
|
(9,455
|
)
|
|
$
|
32.38
|
|
Outstanding at December 31, 2015
|
463,764
|
|
|
$
|
32.76
|
|
|
Number of Performance-Based Award Shares
|
|
Weighted Average Grant-Date Fair Value
|
|||
Outstanding at December 31, 2013
|
—
|
|
|
$
|
—
|
|
Granted
|
613,556
|
|
|
$
|
22.93
|
|
Released
|
—
|
|
|
$
|
—
|
|
Canceled
|
(70,000
|
)
|
|
$
|
22.93
|
|
Outstanding at December 31, 2014
|
543,556
|
|
|
$
|
22.93
|
|
Granted
|
548,000
|
|
|
$
|
17.29
|
|
Released
|
—
|
|
|
$
|
—
|
|
Canceled
|
—
|
|
|
$
|
—
|
|
Outstanding at December 31, 2015
|
1,091,556
|
|
|
$
|
20.10
|
|
|
|
GLP Capital
(1)
|
|
TRS Properties
|
|
Eliminations
(2)
|
|
Total
|
||||||||
|
|
(in thousands)
|
||||||||||||||
For the year ended December 31, 2015
|
|
|
|
|
|
|
|
|
||||||||
Net revenues
|
|
$
|
427,125
|
|
|
$
|
147,928
|
|
|
$
|
—
|
|
|
$
|
575,053
|
|
Income from operations
|
|
232,701
|
|
|
24,714
|
|
|
—
|
|
|
257,415
|
|
||||
Interest, net
|
|
121,855
|
|
|
10,402
|
|
|
(10,406
|
)
|
|
121,851
|
|
||||
Income before income taxes
|
|
121,252
|
|
|
14,312
|
|
|
—
|
|
|
135,564
|
|
||||
Income tax expense
|
|
1,338
|
|
|
6,104
|
|
|
—
|
|
|
7,442
|
|
||||
Net income
|
|
119,914
|
|
|
8,208
|
|
|
—
|
|
|
128,122
|
|
||||
Depreciation
|
|
97,424
|
|
|
12,359
|
|
|
—
|
|
|
109,783
|
|
||||
Capital project expenditures, net of reimbursements
|
|
10,252
|
|
|
5,897
|
|
|
—
|
|
|
16,149
|
|
||||
Capital maintenance expenditures
|
|
—
|
|
|
2,953
|
|
|
—
|
|
|
2,953
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
For the year ended December 31, 2014
|
|
|
|
|
|
|
|
|
||||||||
Net revenues
|
|
$
|
436,944
|
|
|
$
|
154,124
|
|
|
$
|
—
|
|
|
$
|
591,068
|
|
Income from operations
|
|
234,971
|
|
|
23,535
|
|
|
—
|
|
|
258,506
|
|
||||
Interest, net
|
|
114,588
|
|
|
10,406
|
|
|
(10,408
|
)
|
|
114,586
|
|
||||
Income before income taxes
|
|
130,791
|
|
|
13,129
|
|
|
—
|
|
|
143,920
|
|
||||
Income tax expense
|
|
211
|
|
|
4,902
|
|
|
—
|
|
|
5,113
|
|
||||
Net income
|
|
130,580
|
|
|
8,227
|
|
|
—
|
|
|
138,807
|
|
||||
Depreciation
|
|
94,582
|
|
|
12,261
|
|
|
—
|
|
|
106,843
|
|
||||
Capital project expenditures, net of reimbursements
|
|
139,231
|
|
|
—
|
|
|
—
|
|
|
139,231
|
|
||||
Capital maintenance expenditures
|
|
—
|
|
|
3,538
|
|
|
—
|
|
|
3,538
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
For the year ended December 31, 2013
|
|
|
|
|
|
|
|
|
||||||||
Net revenues
|
|
$
|
69,880
|
|
|
$
|
165,572
|
|
|
$
|
—
|
|
|
$
|
235,452
|
|
Income from operations
|
|
27,656
|
|
|
26,249
|
|
|
—
|
|
|
53,905
|
|
||||
Interest, net
|
|
19,254
|
|
|
(1
|
)
|
|
—
|
|
|
19,253
|
|
||||
Income before income taxes
|
|
8,402
|
|
|
22,047
|
|
|
—
|
|
|
30,449
|
|
||||
Income tax expense
|
|
6,767
|
|
|
8,829
|
|
|
—
|
|
|
15,596
|
|
||||
Net income
|
|
1,635
|
|
|
13,218
|
|
|
—
|
|
|
14,853
|
|
||||
Depreciation
|
|
14,896
|
|
|
14,027
|
|
|
—
|
|
|
28,923
|
|
||||
Capital project expenditures, net of reimbursements
|
|
13,042
|
|
|
(844
|
)
|
|
—
|
|
|
12,198
|
|
||||
Capital maintenance expenditures
|
|
—
|
|
|
4,230
|
|
|
—
|
|
|
4,230
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Balance sheet at December 31, 2015
|
|
|
|
|
|
|
|
|
||||||||
Total assets
|
|
$
|
2,223,373
|
|
|
$
|
224,782
|
|
|
$
|
—
|
|
|
$
|
2,448,155
|
|
|
|
|
|
|
|
|
|
|
||||||||
Balance sheet at December 31, 2014
|
|
|
|
|
|
|
|
|
||||||||
Total assets
|
|
$
|
2,296,346
|
|
|
$
|
229,108
|
|
|
$
|
—
|
|
|
$
|
2,525,454
|
|
|
Fiscal Quarter
|
|
||||||||||||||
|
First
|
|
Second
|
|
Third
|
|
Fourth
|
|
||||||||
|
(in thousands, except per share data)
|
|
||||||||||||||
2015
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net revenues
|
$
|
148,705
|
|
|
$
|
149,867
|
|
|
$
|
147,792
|
|
|
$
|
128,689
|
|
(1)
|
Income from operations
|
64,800
|
|
|
62,871
|
|
|
65,291
|
|
|
64,453
|
|
|
||||
Net income
|
33,131
|
|
|
31,989
|
|
|
33,229
|
|
|
29,773
|
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Earnings per common share:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basic earnings per common share
|
$
|
0.29
|
|
|
$
|
0.28
|
|
|
$
|
0.29
|
|
|
$
|
0.26
|
|
|
Diluted earnings per common share
|
$
|
0.28
|
|
|
$
|
0.27
|
|
|
$
|
0.28
|
|
|
$
|
0.25
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
2014
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net revenues
|
$
|
148,312
|
|
|
$
|
150,770
|
|
|
$
|
146,906
|
|
|
$
|
145,080
|
|
|
Income from operations
|
64,318
|
|
|
67,358
|
|
|
66,733
|
|
|
60,097
|
|
|
||||
Net income
|
34,296
|
|
|
36,996
|
|
|
37,313
|
|
|
30,202
|
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Earnings per common share:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basic earnings per common share
|
$
|
0.31
|
|
|
$
|
0.33
|
|
|
$
|
0.33
|
|
|
$
|
0.27
|
|
|
Diluted earnings per common share
|
$
|
0.29
|
|
|
$
|
0.31
|
|
|
$
|
0.32
|
|
|
$
|
0.26
|
|
|
Year ended December 31,
|
2015
|
|
2014
|
|
2013
|
|||
|
(in thousands
|
|||||||
Cash paid for income taxes, net of refunds received
|
9,785
|
|
|
20,092
|
|
|
—
|
|
Cash paid for interest
|
109,966
|
|
|
109,376
|
|
|
750
|
|
At December 31, 2015
Condensed Consolidating Balance Sheet |
|
Parent
Guarantor
|
|
Subsidiary
Issuers
|
|
Other
Subsidiary
Non-Issuers
|
|
Eliminations
|
|
Consolidated
|
||||||||||
|
|
(in thousands)
|
||||||||||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Real estate investments, net
|
|
$
|
—
|
|
|
$
|
1,955,290
|
|
|
$
|
134,769
|
|
|
$
|
—
|
|
|
$
|
2,090,059
|
|
Property and equipment, used in operations, net
|
|
—
|
|
|
24,494
|
|
|
105,253
|
|
|
—
|
|
|
129,747
|
|
|||||
Cash and cash equivalents
|
|
—
|
|
|
8,716
|
|
|
33,159
|
|
|
—
|
|
|
41,875
|
|
|||||
Prepaid expenses
|
|
—
|
|
|
3,768
|
|
|
1,218
|
|
|
2,922
|
|
|
7,908
|
|
|||||
Other current assets
|
|
—
|
|
|
54,838
|
|
|
2,883
|
|
|
—
|
|
|
57,721
|
|
|||||
Goodwill
|
|
—
|
|
|
—
|
|
|
75,521
|
|
|
—
|
|
|
75,521
|
|
|||||
Other intangible assets
|
|
—
|
|
|
—
|
|
|
9,577
|
|
|
—
|
|
|
9,577
|
|
|||||
Debt issuance costs, net of accumulated amortization of $5,937 at December 31, 2015
|
|
—
|
|
|
3,563
|
|
|
—
|
|
|
—
|
|
|
3,563
|
|
|||||
Loan receivable
|
|
—
|
|
|
—
|
|
|
29,350
|
|
|
—
|
|
|
29,350
|
|
|||||
Intercompany loan receivable
|
|
—
|
|
|
193,595
|
|
|
—
|
|
|
(193,595
|
)
|
|
—
|
|
|||||
Intercompany transactions and investment in subsidiaries
|
|
(253,514
|
)
|
|
191,112
|
|
|
(46,418
|
)
|
|
108,820
|
|
|
—
|
|
|||||
Deferred tax assets, non-current
|
|
—
|
|
|
—
|
|
|
2,554
|
|
|
(107
|
)
|
|
2,447
|
|
|||||
Other assets
|
|
—
|
|
|
256
|
|
|
131
|
|
|
—
|
|
|
387
|
|
|||||
Total assets
|
|
$
|
(253,514
|
)
|
|
$
|
2,435,632
|
|
|
$
|
347,997
|
|
|
$
|
(81,960
|
)
|
|
$
|
2,448,155
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Accounts payable
|
|
$
|
—
|
|
|
$
|
127
|
|
|
$
|
279
|
|
|
$
|
—
|
|
|
$
|
406
|
|
Accrued expenses
|
|
—
|
|
|
4,737
|
|
|
4,843
|
|
|
—
|
|
|
9,580
|
|
|||||
Accrued interest
|
|
—
|
|
|
17,623
|
|
|
—
|
|
|
—
|
|
|
17,623
|
|
|||||
Accrued salaries and wages
|
|
—
|
|
|
10,728
|
|
|
2,991
|
|
|
—
|
|
|
13,719
|
|
|||||
Gaming, property, and other taxes
|
|
—
|
|
|
21,949
|
|
|
2,753
|
|
|
—
|
|
|
24,702
|
|
|||||
Income taxes
|
|
—
|
|
|
(41
|
)
|
|
(2,881
|
)
|
|
2,922
|
|
|
—
|
|
|||||
Current maturities of long-term debt
|
|
—
|
|
|
102
|
|
|
—
|
|
|
—
|
|
|
102
|
|
|||||
Other current liabilities
|
|
—
|
|
|
16,303
|
|
|
1,384
|
|
|
—
|
|
|
17,687
|
|
|||||
Long-term debt, net of current maturities and unamortized debt issuance costs
|
|
—
|
|
|
2,510,239
|
|
|
—
|
|
|
—
|
|
|
2,510,239
|
|
|||||
Intercompany loan payable
|
|
—
|
|
|
—
|
|
|
193,595
|
|
|
(193,595
|
)
|
|
—
|
|
|||||
Deferred rental revenue
|
|
—
|
|
|
107,379
|
|
|
—
|
|
|
—
|
|
|
107,379
|
|
|||||
Deferred tax liabilities, non-current
|
|
—
|
|
|
—
|
|
|
339
|
|
|
(107
|
)
|
|
232
|
|
|||||
Total liabilities
|
|
—
|
|
|
2,689,146
|
|
|
203,303
|
|
|
(190,780
|
)
|
|
2,701,669
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Shareholders’ (deficit) equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Preferred stock ($.01 par value, 50,000,000 shares authorized, no shares issued or outstanding at December 31, 2015
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Common stock ($.01 par value, 500,000,000 shares authorized, 115,594,321 shares issued at December 31, 2015
|
|
1,156
|
|
|
1,156
|
|
|
1,156
|
|
|
(2,312
|
)
|
|
1,156
|
|
|||||
Additional paid-in capital
|
|
935,220
|
|
|
935,221
|
|
|
1,088,058
|
|
|
(2,023,279
|
)
|
|
935,220
|
|
|||||
Retained (deficit) earnings
|
|
(1,189,890
|
)
|
|
(1,189,891
|
)
|
|
(944,520
|
)
|
|
2,134,411
|
|
|
(1,189,890
|
)
|
|||||
Total shareholders’ (deficit) equity
|
|
(253,514
|
)
|
|
(253,514
|
)
|
|
144,694
|
|
|
108,820
|
|
|
(253,514
|
)
|
|||||
Total liabilities and shareholders’ (deficit) equity
|
|
$
|
(253,514
|
)
|
|
$
|
2,435,632
|
|
|
$
|
347,997
|
|
|
$
|
(81,960
|
)
|
|
$
|
2,448,155
|
|
Year ended December 31, 2015
Condensed Consolidating Statement of Operations |
|
Parent
Guarantor
|
|
Subsidiary
Issuers
|
|
Other
Subsidiary
Non-Issuers
|
|
Eliminations
|
|
Consolidated
|
||||||||||
|
|
(in thousands)
|
||||||||||||||||||
Revenues
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Rental
|
|
$
|
—
|
|
|
$
|
378,075
|
|
|
$
|
14,000
|
|
|
$
|
—
|
|
|
$
|
392,075
|
|
Real estate taxes paid by tenants
|
|
—
|
|
|
33,041
|
|
|
2,009
|
|
|
—
|
|
|
35,050
|
|
|||||
Total rental revenue
|
|
—
|
|
|
411,116
|
|
|
16,009
|
|
|
—
|
|
|
427,125
|
|
|||||
Gaming
|
|
—
|
|
|
—
|
|
|
142,310
|
|
|
—
|
|
|
142,310
|
|
|||||
Food, beverage and other
|
|
—
|
|
|
—
|
|
|
11,213
|
|
|
—
|
|
|
11,213
|
|
|||||
Total revenues
|
|
—
|
|
|
411,116
|
|
|
169,532
|
|
|
—
|
|
|
580,648
|
|
|||||
Less promotional allowances
|
|
—
|
|
|
—
|
|
|
(5,595
|
)
|
|
—
|
|
|
(5,595
|
)
|
|||||
Net revenues
|
|
—
|
|
|
411,116
|
|
|
163,937
|
|
|
—
|
|
|
575,053
|
|
|||||
Operating expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Gaming
|
|
—
|
|
|
—
|
|
|
77,188
|
|
|
—
|
|
|
77,188
|
|
|||||
Food, beverage and other
|
|
—
|
|
|
—
|
|
|
8,586
|
|
|
—
|
|
|
8,586
|
|
|||||
Real estate taxes
|
|
—
|
|
|
33,041
|
|
|
3,371
|
|
|
—
|
|
|
36,412
|
|
|||||
General and administrative
|
|
—
|
|
|
61,950
|
|
|
23,719
|
|
|
—
|
|
|
85,669
|
|
|||||
Depreciation
|
|
—
|
|
|
94,380
|
|
|
15,403
|
|
|
—
|
|
|
109,783
|
|
|||||
Total operating expenses
|
|
—
|
|
|
189,371
|
|
|
128,267
|
|
|
—
|
|
|
317,638
|
|
|||||
Income from operations
|
|
—
|
|
|
221,745
|
|
|
35,670
|
|
|
—
|
|
|
257,415
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Other income (expenses)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Interest expense
|
|
—
|
|
|
(124,183
|
)
|
|
—
|
|
|
—
|
|
|
(124,183
|
)
|
|||||
Interest income
|
|
—
|
|
|
10
|
|
|
2,322
|
|
|
—
|
|
|
2,332
|
|
|||||
Intercompany dividends and interest
|
|
—
|
|
|
36,292
|
|
|
7,094
|
|
|
(43,386
|
)
|
|
—
|
|
|||||
Total other expenses
|
|
—
|
|
|
(87,881
|
)
|
|
9,416
|
|
|
(43,386
|
)
|
|
(121,851
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Income before income taxes
|
|
—
|
|
|
133,864
|
|
|
45,086
|
|
|
(43,386
|
)
|
|
135,564
|
|
|||||
Income tax expense
|
|
—
|
|
|
1,338
|
|
|
6,104
|
|
|
—
|
|
|
7,442
|
|
|||||
Net income
|
|
$
|
—
|
|
|
$
|
132,526
|
|
|
$
|
38,982
|
|
|
$
|
(43,386
|
)
|
|
$
|
128,122
|
|
Year ended December 31, 2015
Condensed Consolidating Statement of Cash Flows |
|
Parent
Guarantor
|
|
Subsidiary
Issuers
|
|
Other
Subsidiary
Non-Issuers
|
|
Eliminations
|
|
Consolidated
|
||||||||||
|
|
(in thousands)
|
||||||||||||||||||
Operating activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Net income
|
|
$
|
—
|
|
|
$
|
132,526
|
|
|
$
|
38,982
|
|
|
$
|
(43,386
|
)
|
|
$
|
128,122
|
|
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Depreciation
|
|
—
|
|
|
94,380
|
|
|
15,403
|
|
|
—
|
|
|
109,783
|
|
|||||
Amortization of debt issuance costs
|
|
—
|
|
|
14,016
|
|
|
—
|
|
|
—
|
|
|
14,016
|
|
|||||
Losses on dispositions of property
|
|
—
|
|
|
152
|
|
|
33
|
|
|
—
|
|
|
185
|
|
|||||
Deferred income taxes
|
|
—
|
|
|
—
|
|
|
(813
|
)
|
|
—
|
|
|
(813
|
)
|
|||||
Stock-based compensation
|
|
—
|
|
|
16,811
|
|
|
—
|
|
|
—
|
|
|
16,811
|
|
|||||
Straight-line rent adjustments
|
|
—
|
|
|
55,825
|
|
|
—
|
|
|
—
|
|
|
55,825
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
(Increase) decrease,
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Prepaid expenses and other current assets
|
|
—
|
|
|
(9,988
|
)
|
|
1,703
|
|
|
(1,423
|
)
|
|
(9,708
|
)
|
|||||
Other assets
|
|
—
|
|
|
—
|
|
|
(4
|
)
|
|
—
|
|
|
(4
|
)
|
|||||
Intercompany
|
|
—
|
|
|
2,484
|
|
|
(2,484
|
)
|
|
—
|
|
|
—
|
|
|||||
(Decrease) increase,
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Accounts payable
|
|
—
|
|
|
(1,013
|
)
|
|
67
|
|
|
—
|
|
|
(946
|
)
|
|||||
Accrued expenses
|
|
—
|
|
|
4,104
|
|
|
137
|
|
|
—
|
|
|
4,241
|
|
|||||
Accrued interest
|
|
—
|
|
|
95
|
|
|
—
|
|
|
—
|
|
|
95
|
|
|||||
Accrued salaries and wages
|
|
—
|
|
|
715
|
|
|
423
|
|
|
—
|
|
|
1,138
|
|
|||||
Gaming, property and other taxes
|
|
—
|
|
|
(898
|
)
|
|
(58
|
)
|
|
—
|
|
|
(956
|
)
|
|||||
Income taxes
|
|
—
|
|
|
125
|
|
|
(1,548
|
)
|
|
1,423
|
|
|
—
|
|
|||||
Other current and noncurrent liabilities
|
|
—
|
|
|
1,934
|
|
|
(35
|
)
|
|
—
|
|
|
1,899
|
|
|||||
Net cash provided by (used in) operating activities
|
|
—
|
|
|
311,268
|
|
|
51,806
|
|
|
(43,386
|
)
|
|
319,688
|
|
|||||
Investing activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Capital project expenditures, net of reimbursements
|
|
—
|
|
|
(10,252
|
)
|
|
(5,897
|
)
|
|
—
|
|
|
(16,149
|
)
|
|||||
Capital maintenance expenditures
|
|
—
|
|
|
—
|
|
|
(2,953
|
)
|
|
—
|
|
|
(2,953
|
)
|
|||||
Proceeds from sale of property and equipment
|
|
—
|
|
|
304
|
|
|
6
|
|
|
—
|
|
|
310
|
|
|||||
Principal payments on loan receivable
|
|
—
|
|
|
—
|
|
|
4,650
|
|
|
—
|
|
|
4,650
|
|
|||||
Net cash used in investing activities
|
|
—
|
|
|
(9,948
|
)
|
|
(4,194
|
)
|
|
—
|
|
|
(14,142
|
)
|
|||||
Financing activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Dividends paid
|
|
(251,732
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(251,732
|
)
|
|||||
Proceeds from exercise of options
|
|
29,686
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
29,686
|
|
|||||
Financing costs
|
|
—
|
|
|
(9,500
|
)
|
|
—
|
|
|
—
|
|
|
(9,500
|
)
|
|||||
Payments of long-term debt
|
|
—
|
|
|
(68,098
|
)
|
|
—
|
|
|
—
|
|
|
(68,098
|
)
|
|||||
Intercompany financing
|
|
219,403
|
|
|
(219,456
|
)
|
|
(43,333
|
)
|
|
43,386
|
|
|
—
|
|
|||||
Net cash (used in) provided by financing activities
|
|
(2,643
|
)
|
|
(297,054
|
)
|
|
(43,333
|
)
|
|
43,386
|
|
|
(299,644
|
)
|
|||||
Net (decrease) increase in cash and cash equivalents
|
|
(2,643
|
)
|
|
4,266
|
|
|
4,279
|
|
|
—
|
|
|
5,902
|
|
|||||
Cash and cash equivalents at beginning of period
|
|
2,643
|
|
|
4,450
|
|
|
28,880
|
|
|
—
|
|
|
35,973
|
|
|||||
Cash and cash equivalents at end of period
|
|
$
|
—
|
|
|
$
|
8,716
|
|
|
$
|
33,159
|
|
|
$
|
—
|
|
|
$
|
41,875
|
|
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
|
|
|||||
Other current assets
|
|
14,947
|
|
|
27,417
|
|
|
2,890
|
|
|
—
|
|
|
45,254
|
|
|||||
Goodwill
|
|
—
|
|
|
—
|
|
|
75,521
|
|
|
—
|
|
|
75,521
|
|
|||||
Other intangible assets
|
|
—
|
|
|
—
|
|
|
9,577
|
|
|
—
|
|
|
9,577
|
|
|||||
Loan receivable
|
|
—
|
|
|
—
|
|
|
34,000
|
|
|
—
|
|
|
34,000
|
|
|||||
Intercompany loan receivable
|
|
—
|
|
|
193,595
|
|
|
—
|
|
|
(193,595
|
)
|
|
—
|
|
|||||
Intercompany transactions and investment in subsidiaries
|
|
(190,541
|
)
|
|
195,092
|
|
|
13,701
|
|
|
(18,252
|
)
|
|
—
|
|
|||||
Deferred tax assets, non-current
|
|
—
|
|
|
—
|
|
|
2,694
|
|
|
—
|
|
|
2,694
|
|
|||||
Other assets
|
|
256
|
|
|
—
|
|
|
127
|
|
|
—
|
|
|
383
|
|
|||||
Total assets
|
|
$
|
(146,371
|
)
|
|
$
|
2,465,061
|
|
|
$
|
417,113
|
|
|
$
|
(210,349
|
)
|
|
$
|
2,525,454
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
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 and unamortized debt issuance costs
|
|
—
|
|
|
2,570,280
|
|
|
—
|
|
|
—
|
|
|
2,570,280
|
|
|||||
Intercompany loan payable
|
|
—
|
|
|
—
|
|
|
193,595
|
|
|
(193,595
|
)
|
|
—
|
|
|||||
Deferred rental revenue
|
|
—
|
|
|
51,554
|
|
|
—
|
|
|
—
|
|
|
51,554
|
|
|||||
Deferred tax liabilities, non-current
|
|
—
|
|
|
—
|
|
|
1,443
|
|
|
—
|
|
|
1,443
|
|
|||||
Total liabilities
|
|
29,919
|
|
|
2,658,459
|
|
|
205,463
|
|
|
(192,097
|
)
|
|
2,701,744
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Shareholders’ (deficit) equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Preferred stock ($.01 par value, 50,000,000 shares authorized, no shares issued or outstanding at December 31, 2014
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Common stock ($.01 par value, 500,000,000 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
|
|
(1,066,280
|
)
|
|
(333,209
|
)
|
|
(80,897
|
)
|
|
414,106
|
|
|
(1,066,280
|
)
|
|||||
Total shareholders’ (deficit) equity
|
|
(176,290
|
)
|
|
(193,398
|
)
|
|
211,650
|
|
|
(18,252
|
)
|
|
(176,290
|
)
|
|||||
Total liabilities and shareholders’ (deficit) equity
|
|
$
|
(146,371
|
)
|
|
$
|
2,465,061
|
|
|
$
|
417,113
|
|
|
$
|
(210,349
|
)
|
|
$
|
2,525,454
|
|
Year ended December 31, 2014
Condensed Consolidating Statement of Operations |
|
Parent
Guarantor
|
|
Subsidiary
Issuers
|
|
Other
Subsidiary
Non-
Issuers
|
|
Eliminations
|
|
Consolidated
|
||||||||||
|
|
(in thousands)
|
||||||||||||||||||
Revenues
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Rental
|
|
$
|
—
|
|
|
$
|
373,231
|
|
|
$
|
13,172
|
|
|
$
|
—
|
|
|
$
|
386,403
|
|
Real estate taxes paid by tenants
|
|
—
|
|
|
48,570
|
|
|
1,964
|
|
|
—
|
|
|
50,534
|
|
|||||
Total rental revenue
|
|
—
|
|
|
421,801
|
|
|
15,136
|
|
|
—
|
|
|
436,937
|
|
|||||
Gaming
|
|
—
|
|
|
—
|
|
|
148,283
|
|
|
—
|
|
|
148,283
|
|
|||||
Food, beverage and other
|
|
7
|
|
|
—
|
|
|
11,614
|
|
|
—
|
|
|
11,621
|
|
|||||
Total revenues
|
|
7
|
|
|
421,801
|
|
|
175,033
|
|
|
—
|
|
|
596,841
|
|
|||||
Less promotional allowances
|
|
—
|
|
|
—
|
|
|
(5,773
|
)
|
|
—
|
|
|
(5,773
|
)
|
|||||
Net revenues
|
|
7
|
|
|
421,801
|
|
|
169,260
|
|
|
—
|
|
|
591,068
|
|
|||||
Operating expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Gaming
|
|
—
|
|
|
—
|
|
|
82,995
|
|
|
—
|
|
|
82,995
|
|
|||||
Food, beverage and other
|
|
—
|
|
|
—
|
|
|
9,734
|
|
|
—
|
|
|
9,734
|
|
|||||
Real estate taxes
|
|
—
|
|
|
48,576
|
|
|
3,578
|
|
|
—
|
|
|
52,154
|
|
|||||
General and administrative
|
|
54,073
|
|
|
2,758
|
|
|
24,005
|
|
|
—
|
|
|
80,836
|
|
|||||
Depreciation
|
|
1,832
|
|
|
89,833
|
|
|
15,178
|
|
|
—
|
|
|
106,843
|
|
|||||
Total operating expenses
|
|
55,905
|
|
|
141,167
|
|
|
135,490
|
|
|
—
|
|
|
332,562
|
|
|||||
Income from operations
|
|
(55,898
|
)
|
|
280,634
|
|
|
33,770
|
|
|
—
|
|
|
258,506
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Other income (expenses)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Interest expense
|
|
(11
|
)
|
|
(117,016
|
)
|
|
(3
|
)
|
|
—
|
|
|
(117,030
|
)
|
|||||
Interest income
|
|
—
|
|
|
—
|
|
|
2,444
|
|
|
—
|
|
|
2,444
|
|
|||||
Intercompany dividends and interest
|
|
612,326
|
|
|
39,805
|
|
|
618,695
|
|
|
(1,270,826
|
)
|
|
—
|
|
|||||
Total other expenses
|
|
612,315
|
|
|
(77,211
|
)
|
|
621,136
|
|
|
(1,270,826
|
)
|
|
(114,586
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Income before income taxes
|
|
556,417
|
|
|
203,423
|
|
|
654,906
|
|
|
(1,270,826
|
)
|
|
143,920
|
|
|||||
Income tax expense
|
|
—
|
|
|
210
|
|
|
4,903
|
|
|
—
|
|
|
5,113
|
|
|||||
Net income
|
|
$
|
556,417
|
|
|
$
|
203,213
|
|
|
$
|
650,003
|
|
|
$
|
(1,270,826
|
)
|
|
$
|
138,807
|
|
Year ended December 31, 2014
Condensed Consolidating Statement of Cash Flows |
|
Parent
Guarantor
|
|
Subsidiary
Issuers
|
|
Other
Subsidiary
Non-Issuers
|
|
Eliminations
|
|
Consolidated
|
||||||||||
|
|
(in thousands)
|
||||||||||||||||||
Operating activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Net income
|
|
$
|
556,417
|
|
|
$
|
203,213
|
|
|
$
|
650,003
|
|
|
$
|
(1,270,826
|
)
|
|
$
|
138,807
|
|
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Depreciation
|
|
1,832
|
|
|
89,833
|
|
|
15,178
|
|
|
—
|
|
|
106,843
|
|
|||||
Amortization of debt issuance costs
|
|
—
|
|
|
8,057
|
|
|
—
|
|
|
—
|
|
|
8,057
|
|
|||||
Losses (gains) on dispositions of property
|
|
2
|
|
|
(150
|
)
|
|
158
|
|
|
—
|
|
|
10
|
|
|||||
Deferred income taxes
|
|
—
|
|
|
—
|
|
|
(3,305
|
)
|
|
—
|
|
|
(3,305
|
)
|
|||||
Stock-based compensation
|
|
12,258
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
12,258
|
|
|||||
Straight-line rent adjustments
|
|
—
|
|
|
44,877
|
|
|
—
|
|
|
—
|
|
|
44,877
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Decrease (increase),
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Prepaid expenses and other current assets
|
|
181
|
|
|
(10,741
|
)
|
|
(1,539
|
)
|
|
1,498
|
|
|
(10,601
|
)
|
|||||
Other assets
|
|
(1,645
|
)
|
|
—
|
|
|
(15
|
)
|
|
—
|
|
|
(1,660
|
)
|
|||||
Intercompany
|
|
800
|
|
|
(4,015
|
)
|
|
3,215
|
|
|
—
|
|
|
—
|
|
|||||
(Decrease) increase,
|
|
0
|
|
|
0
|
|
|
|
|
|
0
|
|
|
|
||||||
Accounts payable
|
|
(16,995
|
)
|
|
15,526
|
|
|
(181
|
)
|
|
—
|
|
|
(1,650
|
)
|
|||||
Accrued expenses
|
|
(7,944
|
)
|
|
119
|
|
|
(619
|
)
|
|
—
|
|
|
(8,444
|
)
|
|||||
Accrued interest
|
|
—
|
|
|
(527
|
)
|
|
—
|
|
|
—
|
|
|
(527
|
)
|
|||||
Accrued salaries and wages
|
|
2,882
|
|
|
—
|
|
|
(638
|
)
|
|
—
|
|
|
2,244
|
|
|||||
Gaming, property and other taxes
|
|
871
|
|
|
—
|
|
|
(344
|
)
|
|
—
|
|
|
527
|
|
|||||
Income taxes
|
|
(1,441
|
)
|
|
(7,625
|
)
|
|
(6,490
|
)
|
|
(1,498
|
)
|
|
(17,054
|
)
|
|||||
Other current and noncurrent liabilities
|
|
1,585
|
|
|
—
|
|
|
1,292
|
|
|
—
|
|
|
2,877
|
|
|||||
Net cash provided by (used in) operating activities
|
|
548,803
|
|
|
338,567
|
|
|
656,715
|
|
|
(1,270,826
|
)
|
|
273,259
|
|
|||||
Investing activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Capital project expenditures, net of reimbursements
|
|
(1,613
|
)
|
|
(137,618
|
)
|
|
—
|
|
|
—
|
|
|
(139,231
|
)
|
|||||
Capital maintenance expenditures
|
|
—
|
|
|
—
|
|
|
(3,538
|
)
|
|
—
|
|
|
(3,538
|
)
|
|||||
Proceeds from sale of property and equipment
|
|
—
|
|
|
150
|
|
|
30
|
|
|
—
|
|
|
180
|
|
|||||
Funding of loan receivable
|
|
—
|
|
|
—
|
|
|
(43,000
|
)
|
|
—
|
|
|
(43,000
|
)
|
|||||
Principal payments on loan receivable
|
|
—
|
|
|
—
|
|
|
9,000
|
|
|
—
|
|
|
9,000
|
|
|||||
Acquisition of real estate
|
|
—
|
|
|
—
|
|
|
(140,730
|
)
|
|
—
|
|
|
(140,730
|
)
|
|||||
Net cash used in investing activities
|
|
(1,613
|
)
|
|
(137,468
|
)
|
|
(178,238
|
)
|
|
—
|
|
|
(317,319
|
)
|
|||||
Financing activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Dividends paid, including the Purging Distribution
|
|
(494,104
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(494,104
|
)
|
|||||
Proceeds from exercise of options
|
|
29,931
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
29,931
|
|
|||||
Proceeds from issuance of long-term debt
|
|
—
|
|
|
291,950
|
|
|
—
|
|
|
—
|
|
|
291,950
|
|
|||||
Financing costs
|
|
—
|
|
|
(306
|
)
|
|
—
|
|
|
—
|
|
|
(306
|
)
|
|||||
Payments of long-term debt
|
|
—
|
|
|
(32,024
|
)
|
|
—
|
|
|
—
|
|
|
(32,024
|
)
|
|||||
Intercompany financing
|
|
(122,540
|
)
|
|
(677,364
|
)
|
|
(470,922
|
)
|
|
1,270,826
|
|
|
—
|
|
|||||
Distribution in connection with 2013 Pre-spin tax matter agreement
|
|
(635
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(635
|
)
|
|||||
Net cash (used in) provided by financing activities
|
|
(587,348
|
)
|
|
(417,744
|
)
|
|
(470,922
|
)
|
|
1,270,826
|
|
|
(205,188
|
)
|
|||||
Net (decrease) increase in cash and cash equivalents
|
|
(40,158
|
)
|
|
(216,645
|
)
|
|
7,555
|
|
|
—
|
|
|
(249,248
|
)
|
|||||
Cash and cash equivalents at beginning of period
|
|
42,801
|
|
|
221,095
|
|
|
21,325
|
|
|
—
|
|
|
285,221
|
|
|||||
Cash and cash equivalents at end of period
|
|
$
|
2,643
|
|
|
$
|
4,450
|
|
|
$
|
28,880
|
|
|
$
|
—
|
|
|
$
|
35,973
|
|
Year ended December 31, 2013
Condensed Consolidating Statement of Operations |
|
Parent
Guarantor
|
|
Subsidiary
Issuers
|
|
Other
Subsidiary
Non-
Issuers
|
|
Eliminations
|
|
Consolidated
|
||||||||||
|
|
(in thousands)
|
||||||||||||||||||
Revenues
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Rental
|
|
$
|
—
|
|
|
$
|
62,278
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
62,278
|
|
Real estate taxes paid by tenants
|
|
—
|
|
|
7,602
|
|
|
—
|
|
|
—
|
|
|
7,602
|
|
|||||
Total rental revenue
|
|
—
|
|
|
69,880
|
|
|
—
|
|
|
—
|
|
|
69,880
|
|
|||||
Gaming
|
|
—
|
|
|
—
|
|
|
159,352
|
|
|
—
|
|
|
159,352
|
|
|||||
Food, beverage and other
|
|
—
|
|
|
—
|
|
|
12,357
|
|
|
—
|
|
|
12,357
|
|
|||||
Total revenues
|
|
—
|
|
|
69,880
|
|
|
171,709
|
|
|
—
|
|
|
241,589
|
|
|||||
Less promotional allowances
|
|
—
|
|
|
—
|
|
|
(6,137
|
)
|
|
—
|
|
|
(6,137
|
)
|
|||||
Net revenues
|
|
—
|
|
|
69,880
|
|
|
165,572
|
|
|
—
|
|
|
235,452
|
|
|||||
Operating expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Gaming
|
|
—
|
|
|
—
|
|
|
89,367
|
|
|
—
|
|
|
89,367
|
|
|||||
Food, beverage and other
|
|
—
|
|
|
—
|
|
|
10,775
|
|
|
—
|
|
|
10,775
|
|
|||||
Real estate taxes
|
|
—
|
|
|
7,602
|
|
|
1,618
|
|
|
—
|
|
|
9,220
|
|
|||||
General and administrative
|
|
19,726
|
|
|
—
|
|
|
23,536
|
|
|
—
|
|
|
43,262
|
|
|||||
Depreciation
|
|
74
|
|
|
14,822
|
|
|
14,027
|
|
|
—
|
|
|
28,923
|
|
|||||
Total operating expenses
|
|
19,800
|
|
|
22,424
|
|
|
139,323
|
|
|
—
|
|
|
181,547
|
|
|||||
Income from operations
|
|
(19,800
|
)
|
|
47,456
|
|
|
26,249
|
|
|
—
|
|
|
53,905
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Other income (expenses)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Interest expense
|
|
—
|
|
|
(19,254
|
)
|
|
—
|
|
|
—
|
|
|
(19,254
|
)
|
|||||
Interest income
|
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
|||||
Management fees
|
|
—
|
|
|
—
|
|
|
(4,203
|
)
|
|
—
|
|
|
(4,203
|
)
|
|||||
Intercompany dividends and interest
|
|
68,955
|
|
|
—
|
|
|
68,955
|
|
|
(137,910
|
)
|
|
—
|
|
|||||
Total other expenses
|
|
68,955
|
|
|
(19,254
|
)
|
|
64,753
|
|
|
(137,910
|
)
|
|
(23,456
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Income before income taxes
|
|
49,155
|
|
|
28,202
|
|
|
91,002
|
|
|
(137,910
|
)
|
|
30,449
|
|
|||||
Income tax expense
|
|
643
|
|
|
6,124
|
|
|
8,829
|
|
|
—
|
|
|
15,596
|
|
|||||
Net income
|
|
$
|
48,512
|
|
|
$
|
22,078
|
|
|
$
|
82,173
|
|
|
$
|
(137,910
|
)
|
|
$
|
14,853
|
|
Year ended December 31, 2013
Condensed Consolidating Statement of Cash Flows |
|
Parent
Guarantor
|
|
Subsidiary
Issuers
|
|
Other
Subsidiary
Non-Issuers
|
|
Eliminations
|
|
Consolidated
|
||||||||||
|
|
(in thousands)
|
||||||||||||||||||
Operating activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Net income
|
|
$
|
48,512
|
|
|
$
|
22,078
|
|
|
$
|
82,173
|
|
|
$
|
(137,910
|
)
|
|
$
|
14,853
|
|
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Depreciation
|
|
74
|
|
|
14,822
|
|
|
14,027
|
|
|
—
|
|
|
28,923
|
|
|||||
Amortization of debt issuance costs
|
|
—
|
|
|
1,270
|
|
|
—
|
|
|
—
|
|
|
1,270
|
|
|||||
Gain on sales of property
|
|
—
|
|
|
—
|
|
|
(39
|
)
|
|
—
|
|
|
(39
|
)
|
|||||
Deferred income taxes
|
|
—
|
|
|
—
|
|
|
(5,646
|
)
|
|
—
|
|
|
(5,646
|
)
|
|||||
Stock-based compensation
|
|
1,566
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,566
|
|
|||||
Straight-line rent adjustments
|
|
—
|
|
|
6,677
|
|
|
—
|
|
|
—
|
|
|
6,677
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
(Increase) decrease,
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Prepaid expenses and other current assets
|
|
(1,944
|
)
|
|
—
|
|
|
(775
|
)
|
|
1,834
|
|
|
(885
|
)
|
|||||
Other assets
|
|
(662
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(662
|
)
|
|||||
Intercompany
|
|
2,259
|
|
|
—
|
|
|
(2,259
|
)
|
|
—
|
|
|
—
|
|
|||||
Increase (decrease),
|
|
0
|
|
|
0
|
|
|
|
|
|
0
|
|
|
|
||||||
Accounts payable
|
|
20,073
|
|
|
(18,508
|
)
|
|
1,073
|
|
|
—
|
|
|
2,638
|
|
|||||
Accrued expenses
|
|
8,458
|
|
|
—
|
|
|
(462
|
)
|
|
—
|
|
|
7,996
|
|
|||||
Accrued interest
|
|
—
|
|
|
18,055
|
|
|
(839
|
)
|
|
—
|
|
|
17,216
|
|
|||||
Accrued salaries and wages
|
|
2,432
|
|
|
—
|
|
|
(301
|
)
|
|
—
|
|
|
2,131
|
|
|||||
Gaming, property and other taxes
|
|
141
|
|
|
—
|
|
|
(148
|
)
|
|
—
|
|
|
(7
|
)
|
|||||
Income taxes
|
|
(4,473
|
)
|
|
10,608
|
|
|
(283
|
)
|
|
(1,834
|
)
|
|
4,018
|
|
|||||
Other current and noncurrent liabilities
|
|
564
|
|
|
—
|
|
|
19
|
|
|
—
|
|
|
583
|
|
|||||
Net cash provided by (used in) operating activities
|
|
77,000
|
|
|
55,002
|
|
|
86,540
|
|
|
(137,910
|
)
|
|
80,632
|
|
|||||
Investing activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Capital project expenditures, net of reimbursements
|
|
(5,532
|
)
|
|
(7,510
|
)
|
|
844
|
|
|
—
|
|
|
(12,198
|
)
|
|||||
Capital maintenance expenditures
|
|
—
|
|
|
—
|
|
|
(4,230
|
)
|
|
—
|
|
|
(4,230
|
)
|
|||||
Proceeds from sale of property and equipment
|
|
—
|
|
|
—
|
|
|
153
|
|
|
—
|
|
|
153
|
|
|||||
Net cash used in investing activities
|
|
(5,532
|
)
|
|
(7,510
|
)
|
|
(3,233
|
)
|
|
—
|
|
|
(16,275
|
)
|
|||||
Financing activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Net advances to Penn National Gaming, Inc.
|
|
—
|
|
|
—
|
|
|
(6,982
|
)
|
|
—
|
|
|
(6,982
|
)
|
|||||
Cash contributions to Penn National Gaming, Inc. in connection with Spin-Off
|
|
(19,609
|
)
|
|
(1,992,931
|
)
|
|
(77,460
|
)
|
|
—
|
|
|
(2,090,000
|
)
|
|||||
Proceeds from exercise of options
|
|
1,431
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,431
|
|
|||||
Proceeds from issuance of long-term debt
|
|
—
|
|
|
2,350,000
|
|
|
—
|
|
|
—
|
|
|
2,350,000
|
|
|||||
Financing costs
|
|
—
|
|
|
(48,147
|
)
|
|
—
|
|
|
—
|
|
|
(48,147
|
)
|
|||||
Intercompany financing
|
|
(10,489
|
)
|
|
(135,319
|
)
|
|
7,898
|
|
|
137,910
|
|
|
—
|
|
|||||
Net cash (used in) provided by financing activities
|
|
(28,667
|
)
|
|
173,603
|
|
|
(76,544
|
)
|
|
137,910
|
|
|
206,302
|
|
|||||
Net increase in cash and cash equivalents
|
|
42,801
|
|
|
221,095
|
|
|
6,763
|
|
|
—
|
|
|
270,659
|
|
|||||
Cash and cash equivalents at beginning of period
|
|
—
|
|
|
—
|
|
|
14,562
|
|
|
$
|
—
|
|
|
14,562
|
|
||||
Cash and cash equivalents at end of period
|
|
$
|
42,801
|
|
|
$
|
221,095
|
|
|
$
|
21,325
|
|
|
$
|
—
|
|
|
$
|
285,221
|
|
|
|
|
|
|
|
Initial Cost to Company
|
|
Net Capitalized Costs (Retirements) Subsequent to Acquisition
|
|
Gross Amount at which Carried at Close of Period
|
|
|
|
|
|
|
|
Life on
which
Depreciation
in Latest
Income
Statement is
Computed
|
||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Original
Date of
Construction /
Renovation
|
|
|
|
||||||||||||||||||
Description
|
|
Location
|
|
Encumbrances
|
|
Land and Improvements
|
|
Buildings and
Improvements
|
|
|
Land and Improvements
|
|
Buildings and
Improvements
|
|
Total
(1)
|
|
Accumulated
Depreciation
|
|
|
Date Acquire
d
|
|
|||||||||||||||||||
Rental Properties:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Hollywood Casino Lawrenceburg
|
|
Lawrenceburg, IN
|
|
$
|
—
|
|
|
$
|
15,251
|
|
|
$
|
342,393
|
|
|
$
|
(29
|
)
|
|
$
|
15,222
|
|
|
$
|
342,392
|
|
|
$
|
357,614
|
|
|
$
|
98,091
|
|
|
1997/2009
|
|
11/1/2013
|
|
31
|
Hollywood Casino Aurora
|
|
Aurora, IL
|
|
—
|
|
|
4,937
|
|
|
98,378
|
|
|
(439
|
)
|
|
4,937
|
|
|
97,939
|
|
|
102,876
|
|
|
52,951
|
|
|
1993/2002/ 2012
|
|
11/1/2013
|
|
30
|
||||||||
Hollywood Casino Joliet
|
|
Joliet, IL
|
|
—
|
|
|
19,214
|
|
|
101,104
|
|
|
—
|
|
|
19,214
|
|
|
101,104
|
|
|
120,318
|
|
|
44,458
|
|
|
1992/2003/ 2010
|
|
11/1/2013
|
|
31
|
||||||||
Argosy Casino Alton
|
|
Alton, IL
|
|
—
|
|
|
—
|
|
|
6,462
|
|
|
—
|
|
|
—
|
|
|
6,462
|
|
|
6,462
|
|
|
3,973
|
|
|
1991/1999
|
|
11/1/2013
|
|
31
|
||||||||
Hollywood Casino Toledo
|
|
Toledo, OH
|
|
—
|
|
|
12,003
|
|
|
144,093
|
|
|
—
|
|
|
12,003
|
|
|
144,093
|
|
|
156,096
|
|
|
19,003
|
|
|
2012
|
|
11/1/2013
|
|
31
|
||||||||
Hollywood Casino Columbus
|
|
Columbus, OH
|
|
—
|
|
|
38,240
|
|
|
188,543
|
|
|
105
|
|
|
38,266
|
|
|
188,622
|
|
|
226,888
|
|
|
23,380
|
|
|
2012
|
|
11/1/2013
|
|
31
|
||||||||
Hollywood Casino at Charles Town Races
|
|
Charles Town, WV
|
|
—
|
|
|
35,102
|
|
|
233,069
|
|
|
—
|
|
|
35,102
|
|
|
233,069
|
|
|
268,171
|
|
|
103,003
|
|
|
1997/2010
|
|
11/1/2013
|
|
31
|
||||||||
Hollywood Casino at Penn National Race Course
|
|
Grantville, PA
|
|
—
|
|
|
25,500
|
|
|
161,810
|
|
|
—
|
|
|
25,500
|
|
|
161,810
|
|
|
187,310
|
|
|
54,803
|
|
|
2008/2010
|
|
11/1/2013
|
|
31
|
||||||||
M Resort
|
|
Henderson, NV
|
|
—
|
|
|
66,104
|
|
|
126,689
|
|
|
—
|
|
|
66,104
|
|
|
126,689
|
|
|
192,793
|
|
|
21,341
|
|
|
2009/2012
|
|
11/1/2013
|
|
30
|
||||||||
Hollywood Casino Bangor
|
|
Bangor, ME
|
|
—
|
|
|
12,883
|
|
|
84,257
|
|
|
—
|
|
|
12,883
|
|
|
84,257
|
|
|
97,140
|
|
|
22,759
|
|
|
2008/2012
|
|
11/1/2013
|
|
31
|
||||||||
Zia Park Casino
|
|
Hobbs, NM
|
|
—
|
|
|
9,313
|
|
|
38,947
|
|
|
—
|
|
|
9,313
|
|
|
38,947
|
|
|
48,260
|
|
|
14,584
|
|
|
2005
|
|
11/1/2013
|
|
31
|
||||||||
Hollywood Casino Bay St. Louis
|
|
Bay St. Louis, MS
|
|
—
|
|
|
59,388
|
|
|
87,352
|
|
|
(229
|
)
|
|
59,176
|
|
|
87,335
|
|
|
146,511
|
|
|
40,453
|
|
|
1992/2006/ 2011
|
|
11/1/2013
|
|
40
|
||||||||
Argosy Casino Riverside
|
|
Riverside, MO
|
|
—
|
|
|
23,468
|
|
|
143,301
|
|
|
(77
|
)
|
|
23,391
|
|
|
143,301
|
|
|
166,692
|
|
|
48,717
|
|
|
1994/2007
|
|
11/1/2013
|
|
37
|
||||||||
Hollywood Casino Tunica
|
|
Tunica, MS
|
|
—
|
|
|
4,634
|
|
|
42,031
|
|
|
—
|
|
|
4,634
|
|
|
42,031
|
|
|
46,665
|
|
|
22,114
|
|
|
1994/2012
|
|
11/1/2013
|
|
31
|
||||||||
Boomtown Biloxi
|
|
Biloxi, MS
|
|
—
|
|
|
3,423
|
|
|
63,083
|
|
|
(137
|
)
|
|
3,286
|
|
|
63,083
|
|
|
66,369
|
|
|
37,404
|
|
|
1994/2006
|
|
11/1/2013
|
|
15
|
||||||||
Hollywood Casino St. Louis
|
|
Maryland Heights, MO
|
|
—
|
|
|
44,198
|
|
|
177,063
|
|
|
—
|
|
|
44,198
|
|
|
177,063
|
|
|
221,261
|
|
|
40,065
|
|
|
1997/2013
|
|
11/1/2013
|
|
13
|
||||||||
Hollywood Casino at Dayton Raceway
(2)
|
|
Dayton, OH
|
|
—
|
|
|
3,211
|
|
|
—
|
|
|
86,288
|
|
|
3,211
|
|
|
86,288
|
|
|
89,499
|
|
|
3,815
|
|
|
2014
|
|
11/1/2013
|
|
31
|
||||||||
Hollywood Casino at Mahoning Valley Race Track
(2)
|
|
Youngstown, OH
|
|
—
|
|
|
5,683
|
|
|
—
|
|
|
94,314
|
|
|
5,833
|
|
|
94,164
|
|
|
99,997
|
|
|
3,875
|
|
|
2014
|
|
11/1/2013
|
|
31
|
||||||||
Casino Queen
|
|
East St. Louis, IL
|
|
—
|
|
|
70,716
|
|
|
70,014
|
|
|
—
|
|
|
70,716
|
|
|
70,014
|
|
|
140,730
|
|
|
5,961
|
|
|
1999
|
|
1/23/2014
|
|
31
|
||||||||
|
|
|
|
$
|
—
|
|
|
$
|
453,268
|
|
|
$
|
2,108,589
|
|
|
$
|
179,796
|
|
|
$
|
452,989
|
|
|
$
|
2,288,663
|
|
|
$
|
2,741,652
|
|
|
$
|
660,750
|
|
|
|
|
|
|
|
Headquarters Property:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
GLPI Corporate Office
(3)
|
|
Wyomissing, PA
|
|
$
|
—
|
|
|
$
|
750
|
|
|
$
|
8,465
|
|
|
$
|
—
|
|
|
$
|
750
|
|
|
$
|
8,465
|
|
|
$
|
9,215
|
|
|
$
|
58
|
|
|
2014/2015
|
|
9/19/2014
|
|
31
|
|
|
|
|
$
|
—
|
|
|
$
|
454,018
|
|
|
$
|
2,117,054
|
|
|
$
|
179,796
|
|
|
$
|
453,739
|
|
|
$
|
2,297,128
|
|
|
$
|
2,750,867
|
|
|
$
|
660,808
|
|
|
|
|
|
|
|
|
(1)
|
The aggregate cost for federal income tax purposes of the properties listed above was
$2.76 billion
at
December 31, 2015
.
|
|
Year Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Real Estate:
|
(in thousands)
|
||||||||||
Balance at the beginning of the period
|
$
|
2,742,845
|
|
|
$
|
2,433,114
|
|
|
$
|
—
|
|
Amounts contributed from Spin-Off
|
—
|
|
|
—
|
|
|
2,433,052
|
|
|||
Acquisitions
|
—
|
|
|
140,730
|
|
|
—
|
|
|||
Capital expenditures and assets placed in service
|
8,478
|
|
|
181,404
|
|
|
62
|
|
|||
Dispositions
|
(456
|
)
|
|
(12,403
|
)
|
|
—
|
|
|||
Balance at the end of the year
|
$
|
2,750,867
|
|
|
$
|
2,742,845
|
|
|
$
|
2,433,114
|
|
Accumulated Depreciation:
|
|
|
|
|
|
||||||
Balance at the beginning of the period
|
$
|
(565,297
|
)
|
|
$
|
(484,488
|
)
|
|
$
|
—
|
|
Amounts contributed from Spin-Off
|
—
|
|
|
—
|
|
|
(469,666
|
)
|
|||
Depreciation expense
|
(95,511
|
)
|
|
(92,750
|
)
|
|
(14,822
|
)
|
|||
Dispositions
|
—
|
|
|
11,941
|
|
|
—
|
|
|||
Balance at the end of the year
|
$
|
(660,808
|
)
|
|
$
|
(565,297
|
)
|
|
$
|
(484,488
|
)
|
/s/ ERNST & YOUNG LLP
|
|
|
|
GAMING AND LEISURE PROPERTIES, INC.
|
||
|
|
By:
|
|
/s/ PETER M. CARLINO
|
|
|
|
|
Peter M. Carlino
Chairman of the Board and
Chief Executive Officer
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/ PETER M. CARLINO
|
|
Chairman of the Board and Chief Executive Officer (Principal Executive Officer)
|
|
February 22, 2016
|
Peter M. Carlino
|
|
|
|
|
|
|
|
|
|
/s/ WILLIAM J. CLIFFORD
|
|
Chief Financial Officer and Treasurer (Principal Financial Officer)
|
|
February 22, 2016
|
William J. Clifford
|
|
|
|
|
|
|
|
|
|
/s/ DESIREE A. BURKE
|
|
Senior Vice President and Chief Accounting Officer (Principal Accounting Officer)
|
|
February 22, 2016
|
Desiree A. Burke
|
|
|
|
|
|
|
|
|
|
/s/ WESLEY R. EDENS
|
|
Director
|
|
February 22, 2016
|
Wesley R. Edens
|
|
|
|
|
|
|
|
|
|
/s/ DAVID A. HANDLER
|
|
Director
|
|
February 22, 2016
|
David A. Handler
|
|
|
|
|
|
|
|
|
|
/s/ JOSEPH W. MARSHALL
|
|
Director
|
|
February 22, 2016
|
Joseph W. Marshall
|
|
|
|
|
|
|
|
|
|
/s/ E. SCOTT URDANG
|
|
Director
|
|
February 22, 2016
|
E. Scott Urdang
|
|
|
|
|
|
|
|
|
|
Exhibit
|
|
Description of Exhibit
|
|
2.1
|
|
|
Separation and Distribution Agreement, dated November 1, 2013, by and between Penn National Gaming, Inc. and Gaming and Leisure Properties, Inc. (Incorporated by reference to Exhibit 2.1 to the Company's current report on Form 8-K filed on November 7, 2013).
|
|
|
|
|
2.2
|
|
|
Agreement and Plan of Merger, dated as of July 20, 2015, by and among Pinnacle Entertainment, Inc., Gaming and Leisure Properties, Inc. and Gold Merger Sub, LLC. (Incorporated by reference to Exhibit 2.1 to the Company's current report on Form 8-K filed on July 22, 2015).
|
|
|
|
|
3.1
|
|
|
Amended and Restated Articles of Incorporation of Gaming and Leisure Properties, Inc. (Incorporated by reference to Exhibit 3.1 to the Company's current report on Form 8-K filed on October 15, 2013).
|
|
|
|
|
3.2
|
|
|
Amended and Restated Bylaws of Gaming and Leisure Properties, Inc. (Incorporated by reference to Exhibit 3.1 to the Company's current report on Form 8-K filed on November 24, 2014).
|
|
|
|
|
4.1
|
|
|
Indenture, dated as of October 30, 2013, among GLP Capital, L.P. and GLP Financing II, Inc., as Issuers, Gaming and Leisure Properties, Inc., as Parent Guarantor, and Wells Fargo Bank, National Association, as Trustee. (Incorporated by reference to Exhibit 4.1 to the Company's current report on Form 8-K filed on November 1, 2013).
|
|
|
|
|
4.2
|
|
|
Officer's Certificate of GLP Capital, L.P. and GLP Financing II, Inc., dated as of October 30, 2013, establishing the 2018 Notes and the 2023 Notes. (Incorporated by reference to Exhibit 4.2 to the Company's current report on Form 8-K filed on November 1, 2013).
|
|
|
|
|
4.3
|
|
|
Officer's Certificate of GLP Capital, L.P. and GLP Financing II, Inc., dated as of October 31, 2013, establishing the 2020 Notes. (Incorporated by reference to Exhibit 4.3 to the Company's current report on Form 8-K filed on November 1, 2013).
|
|
|
|
|
4.4
|
|
|
Investor Rights Agreement, dated as of November 1, 2013, by and among Gaming and Leisure Properties, Inc. and FIF V PFD LLC. (Incorporated by reference to Exhibit 10.1 to the Company's current report on Form 8-K filed on November 5, 2013).
|
|
|
|
|
4.5#
|
|
|
Form of Restricted Stock Performance Award under the Gaming and Leisure Properties, Inc. 2013 Long-Term Incentive Compensation Plan. (Incorporated by reference to Exhibit 4.1 to the Company's quarterly report on Form 10-Q filed on May 4, 2015).
|
|
|
|
|
4.6#
|
|
|
Form of Restricted Stock Award under the Gaming and Leisure Properties, Inc. 2013 Long-Term Incentive Compensation Plan. (Incorporated by reference to Exhibit 4.2 to the Company's quarterly report on Form 10-Q filed on May 4, 2015).
|
|
|
|
|
10.1
|
|
|
Registration Rights Agreement, dated as of October 30, 2013, by and among GLP Capital, L.P., GLP Financing II, Inc., Gaming and Leisure Properties, Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated and the other initial purchasers named therein, with respect to the 2018 Notes. (Incorporated by reference to Exhibit 10.1 to the Company's current report on Form 8-K filed on November 1, 2013).
|
|
|
|
|
10.2
|
|
|
Registration Rights Agreement, dated as of October 30, 2013, by and among GLP Capital, L.P., GLP Financing II, Inc., Gaming and Leisure Properties, Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated and the other initial purchasers named therein, with respect to the 2023 Notes. (Incorporated by reference to Exhibit 10.2 to the Company's current report on Form 8-K filed on November 1, 2013).
|
|
|
|
|
10.3
|
|
|
Registration Rights Agreement, dated as of October 31, 2013, by and among GLP Capital, L.P., GLP Financing II, Inc., Gaming and Leisure Properties, Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated and the other initial purchasers named therein, with respect to the 2020 Notes. (Incorporated by reference to Exhibit 10.3 to the Company's current report on Form 8-K filed on November 1, 2013).
|
|
|
|
|
10.4
|
|
|
Credit Agreement, dated as of October 28, 2013, among GLP Capital, L.P., as successor-by-merger to GLP Financing, LLC, each lender from time to time party thereto and JPMorgan Chase Bank, N.A., as administrative agent. (Incorporated by reference to Exhibit 10.4 to the Company's current report on Form 8-K filed on November 1, 2013).
|
|
|
|
|
|
|
|
Exhibit
|
|
Description of Exhibit
|
|
10.5
|
|
|
Amendment No. 1, dated as of July 31, 2015, to the Credit Agreement dated as of October 28, 2013 among GLP Capital, L.P., the several banks and other financial institutions party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent and the various other parties thereto. (Incorporated by reference to Exhibit 10.2 to the Company's Registration Statement on S-4 filed on August 28, 2015).
|
|
|
|
|
10.6
|
|
|
Master Lease, dated November 1, 2013, by and among GLP Capital L.P. and Penn Tenant LLC. (Incorporated by reference to Exhibit 10.1 to the Company's current report on Form 8-K filed on November 7, 2013).
|
|
|
|
|
10.7
|
|
|
First Amendment to the Master Lease Agreement, dated as of March 5, 2014, by and among GLP Capital L.P. and Penn Tenant, LLC. (Incorporated by reference to Exhibit 10.1 to the Company's quarterly report on Form 10-Q filed on May 12, 2014).
|
|
|
|
|
10.8
|
|
|
Second Amendment to the Master Lease Agreement, dated as of April 18, 2014, by and among GLP Capital L.P. and Penn Tenant, LLC. (Incorporated by reference to Exhibit 10.1 to the Company's quarterly report on Form 10-Q filed on August 1, 2014).
|
|
|
|
|
10.9
|
|
|
Tax Matters Agreement, dated as of November 1, 2013, by and among Penn National Gaming, Inc. and Gaming and Leisure Properties, Inc. (Incorporated by reference to Exhibit 10.2 to the Company's current report on Form 8-K filed on November 7, 2013).
|
|
|
|
|
10.10
|
|
|
Tax Matters Agreement, dated as of July 20, 2015, by and among Pinnacle Entertainment, Inc. and Gaming and Leisure Properties, Inc. (Incorporated by reference to Exhibit 10.1 to the Company's current report on Form 8-K filed on July 22, 2015).
|
|
|
|
|
10.11
|
|
|
Transition Services Agreement, dated November 1, 2013, by and among Penn National Gaming, Inc. and Gaming and Leisure Properties, Inc. (Incorporated by reference to Exhibit 10.3 to the Company's current report on Form 8-K filed on November 7, 2013).
|
|
|
|
|
10.12
|
|
|
Employee Matters Agreement, dated as of November 1, 2013, by and between Penn National Gaming, Inc. and Gaming and Leisure Properties, Inc. (Incorporated by reference to Exhibit 10.4 to the Company's current report on Form 8-K filed on November 7, 2013).
|
|
|
|
|
10.13#
|
|
|
Gaming and Leisure Properties, Inc. 2013 Long Term Incentive Compensation Plan (incorporated by reference to Exhibit 10.1 to the Company's Registration Statement on Form S-8 filed on October 31, 2013).
|
|
|
|
|
10.14*
|
|
|
Amended and Restated Membership Interest Purchase Agreement, dated as of December 15, 2015, by and among Gaming and Leisure Properties, Inc., GLP Capital, L.P., PA Meadows LLC, PA Mezzco LLC and Cannery Casino Resorts, LLC.
|
|
|
|
|
10.15
|
|
|
Agreement of Sale, dated as of September 19, 2014, between Wyomissing Professional Center Inc. and GLP Capital, L.P. (Incorporated by reference to Exhibit 10.1 to the Company's quarterly report on Form 10-Q filed on November 7, 2014).
|
|
|
|
|
10.16
|
|
|
Construction Management Agreement, dated as of September 24, 2014, between GLP Capital, L.P. and CB Consulting Group, LLC (Incorporated by reference to Exhibit 10.1 to the Company's quarterly report on Form 10-Q filed on November 7, 2014).
|
|
|
|
|
21*
|
|
|
Subsidiaries of the Registrant.
|
|
|
|
|
23*
|
|
|
Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm.
|
|
|
|
|
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.
|
Exhibit
|
|
Description of Exhibit
|
101*
|
|
Interactive data files pursuant to Rule 405 of Regulation S-T: (i) the Consolidated Balance Sheets at December 31, 2015 and 2014, (ii) the Consolidated Statements of Income for the years ended December 31, 2015, 2014 and 2013, (iii) the Consolidated Statements of Changes in Shareholders' Equity (Deficit) for the years ended December 31, 2015, 2014 and 2013, (iv) the Consolidated Statements of Cash Flows for the years ended December 31, 2015, 2014 and 2013, and (v) the notes to the Consolidated Financial Statements.
|
|
PURSUANT TO FEDERAL RULE OF EVIDENCE 408 AND ANY APPLICABLE
|
||||
STATE RULES OF EVIDENCE, THIS DRAFT AGREEMENT IS PROVIDED IN
|
||||
FURTHERANCE OF SETTLEMENT DISCUSSIONS AND SHALL NOT BE
|
||||
ADMISSIBLE INTO EVIDENCE IN ANY PROCEEDING, NOR USEABLE FOR
|
||||
ANY OTHER PURPOSE.
|
|
|
|
|
Page
|
|
ARTICLE I. PURCHASE AND SALE OF MEMBERSHIP INTERESTS
|
1
|
|
|||
|
Section 1.01
|
Purchase and Sale of Membership Interests
|
1
|
|
|
|
Section 1.02
|
Structure of Transaction
|
1
|
|
|
|
Section 1.03
|
Retention of Assets
|
2
|
|
|
ARTICLE II. PURCHASE PRICE
|
2
|
|
|||
|
Section 2.01
|
Purchase Price
|
2
|
|
|
|
Section 2.02
|
Tax Withholding
|
2
|
|
|
|
Section 2.03
|
Allocation
|
3
|
|
|
ARTICLE III. WORKING CAPITAL ADJUSTMENT AND OTHER ADJUSTMENTS
|
3
|
|
|||
|
Section 3.01
|
Estimated Closing Statement
|
3
|
|
|
|
Section 3.02
|
Estimated Cage Cash Statement
|
3
|
|
|
|
Section 3.03
|
Final Working Capital and Cage Cash Adjustments
|
4
|
|
|
|
Section 3.04
|
Accounts Receivable; Accounts Payable; Deposits
|
5
|
|
|
ARTICLE IV. CLOSING
|
6
|
|
|||
|
Section 4.01
|
Time and Place
|
6
|
|
|
|
Section 4.02
|
Deliveries and Actions by the Company and Sellers at Closing
|
6
|
|
|
|
Section 4.03
|
Deliveries and Actions by Buyer at Closing
|
7
|
|
|
ARTICLE V. REPRESENTATIONS AND WARRANTIES OF SELLERS
|
8
|
|
|||
|
Section 5.01
|
Organization of Sellers
|
8
|
|
|
|
Section 5.02
|
Authority; No Conflict; Required Filings and Consents
|
8
|
|
|
|
Section 5.03
|
Title to Membership Interests
|
9
|
|
|
|
Section 5.04
|
Litigation
|
9
|
|
|
ARTICLE VI. REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE COMPANY
|
9
|
|
|||
|
Section 6.01
|
Organization of the Company; Capitalization
|
10
|
|
|
|
Section 6.02
|
Authority; No Conflict; Required Filings and Consents
|
10
|
|
|
|
Section 6.03
|
Financial Statements and Information
|
11
|
|
|
|
Section 6.04
|
Taxes
|
12
|
|
|
|
Section 6.05
|
Real Property
|
13
|
|
|
|
Section 6.06
|
Intellectual Property
|
15
|
|
|
|
Section 6.07
|
Agreements, Contracts and Commitments
|
16
|
|
|
|
Section 6.08
|
Litigation
|
16
|
|
|
|
Section 6.09
|
Environmental Matters
|
16
|
|
|
|
Section 6.10
|
Permits, Compliance with Laws
|
17
|
|
|
|
Section 6.11
|
Labor Matters
|
18
|
|
|
|
Section 6.12
|
Employee Benefits
|
18
|
|
|
|
Section 6.13
|
Brokers
|
19
|
|
|
|
Section 6.14
|
Title to Purchased Assets, Sufficiency of Purchased Assets
|
19
|
|
|
|
Section 6.15
|
Absence of Charges
|
19
|
|
|
|
Section 6.16
|
Insurance
|
20
|
|
|
|
Section 6.17
|
Certain Transactions
|
21
|
|
|
|
Section 6.18
|
No Other Representations and Warranties
|
21
|
|
ARTICLE VII. REPRESENTATIONS AND WARRANTIES OF BUYER
|
21
|
|
|||
|
Section 7.01
|
Organization
|
|
22
|
|
|
Section 7.02
|
Authority; No Conflict; Required Filings and Consents
|
22
|
|
|
|
Section 7.03
|
Brokers
|
23
|
|
|
|
Section 7.04
|
Financing
|
23
|
|
|
|
Section 7.05
|
Licensability of Principals
|
23
|
|
|
|
Section 7.06
|
Permits; Compliance with Gaming Laws
|
23
|
|
|
|
Section 7.07
|
Litigation
|
24
|
|
|
|
Section 7.08
|
Solvency
|
24
|
|
|
|
Section 7.09
|
Due Diligence Investigation
|
24
|
|
|
ARTICLE VIII. COVENANTS
|
25
|
|
|||
|
Section 8.01
|
Conduct of Business Prior to the Closing
|
25
|
|
|
|
Section 8.02
|
Access to Information and the Real Property; Furnishing of Financial Statements
|
28
|
|
|
|
Section 8.03
|
Governmental Approvals
|
30
|
|
|
|
Section 8.04
|
Supplemental Disclosure
|
32
|
|
|
|
Section 8.05
|
No Solicitation
|
33
|
|
|
|
Section 8.06
|
Publicity
|
33
|
|
|
|
Section 8.07
|
Certain Transactions
|
33
|
|
|
|
Section 8.08
|
Lien and Guaranty Release
|
33
|
|
|
|
Section 8.09
|
Title Policies
|
34
|
|
|
|
Section 8.10
|
Survey
|
34
|
|
|
|
Section 8.11
|
Tax and Filing Matters
|
34
|
|
|
|
Section 8.12
|
Regulation S-X Rule 3-05 and 3-14
|
36
|
|
|
|
Section 8.13
|
Further Assurances
|
37
|
|
|
|
Section 8.14
|
Transfer of Assets
|
37
|
|
|
|
Section 8.15
|
Confidentiality
|
37
|
|
|
|
Section 8.16
|
Amendment of Company Governing Documents
|
38
|
|
|
|
Section 8.17
|
Customer List
|
38
|
|
|
|
Section 8.18
|
Marketing
|
38
|
|
|
|
Section 8.19
|
Capital Expenditures
|
38
|
|
|
|
Section 8.20
|
Casualty and Condemnation Proceeds
|
38
|
|
|
|
Section 8.21
|
Transfer to Third Party Operator; Notices and Consents
|
39
|
|
|
ARTICLE IX. CONDITIONS TO CLOSING
|
39
|
|
|||
|
Section 9.01
|
Conditions to Each Party’s Obligation to Effect the Closing
|
39
|
|
|
|
Section 9.02
|
Additional Conditions to Obligations of Buyer
|
40
|
|
|
|
Section 9.03
|
Additional Conditions to Obligations of Sellers
|
40
|
|
|
ARTICLE X. TERMINATION
|
40
|
|
|||
|
Section 10.01
|
Termination
|
40
|
|
|
|
Section 10.02
|
Effect of Termination
|
41
|
|
|
ARTICLE XI. SURVIVAL; INDEMNIFICATION
|
42
|
|
|||
|
Section 11.01
|
Survival of Representations, Warranties, Covenants and Agreements
|
42
|
|
|
|
Section 11.02
|
Indemnification
|
43
|
|
|
|
Section 11.03
|
Procedure for Claims between Parties
|
44
|
|
|
Section 11.04
|
Defense of Third Party Claims
|
44
|
|
|
|
Section 11.05
|
Limitations on Indemnity
|
45
|
|
|
|
Section 11.06
|
Exclusive Remedy
|
47
|
|
|
|
Section 11.07
|
Treatment of Indemnification Payments
|
47
|
|
|
ARTICLE XII. MISCELLANEOUS
|
47
|
|
|||
|
Section 12.01
|
Definitions
|
47
|
|
|
|
Section 12.02
|
Governing Law; Arbitration; Consent to Jurisdiction; Waiver of Trial by Jury; Limitation on Damages
|
57
|
|
|
|
Section 12.03
|
Notices
|
59
|
|
|
|
Section 12.04
|
Interpretation
|
59
|
|
|
|
Section 12.05
|
Entire Agreement
|
60
|
|
|
|
Section 12.06
|
Severability
|
60
|
|
|
|
Section 12.07
|
Assignment
|
60
|
|
|
|
Section 12.08
|
Parties of Interest
|
60
|
|
|
|
Section 12.09
|
Counterparts
|
60
|
|
|
|
Section 12.10
|
Mutual Drafting
|
60
|
|
|
|
Section 12.11
|
Seller Parent Guarantee
|
61
|
|
|
|
Section 12.12
|
Amendment
|
61
|
|
|
|
Section 12.13
|
Non-Recourse
|
61
|
|
|
|
Section 12.14
|
Waiver
|
61
|
|
|
|
Section 12.15
|
Further Assurances
|
61
|
|
|
|
Section 12.16
|
Amendment and Restatement
|
61
|
|
Exhibit A
|
Structure of Transaction
|
Exhibit B
|
Form of Assignment of Membership Interests
|
Exhibit C
|
Example Net Working Capital Calculation
|
Exhibit D
|
Form of Third Party Operator Confidentiality Agreement
|
Term
|
Section
|
|
|
“2014 Budget”
|
Section 6.15(k)
|
“Affiliated Person”
|
Section 6.17
|
“Agreement”
|
Preamble
|
“Assignment of Membership Interests”
|
Section 4.02(b)
|
“Audited Financial Information”
|
Section 6.03(a)
|
“Auditor”
|
Section 3.03(c)
|
“Base Purchase Price”
|
Section 2.01
|
“Buyer”
|
Preamble
|
“Buyer Disclosure Letter”
|
Section 7
|
“Buyer Indemnified Party”
|
Section 11.02(a)
|
“Buyer Indemnified Parties”
|
Section 11.02(a)
|
“Buyer Permits”
|
Section 7.06(a)
|
“Buyer Related Parties”
|
Section 7.05(a)
|
“Casualty and Condemnation Proceeds”
|
Section 8.20(a)
|
“Closing”
|
Section 4.01
|
“Closing Date”
|
Section 4.01
|
“Closing Deadline”
|
Section 10.01(b)
|
“Closing Payment”
|
Section 2.01
|
“Company”
|
Preamble
|
“Company Disclosure Letter”
|
Section 6
|
“Customer Deposits”
|
Section 3.03(c)
|
“Damages”
|
Section 11.02(a)
|
“Determination Date”
|
Section 3.03(c)
|
“Endorsement”
|
Section 8.09(b)
|
“Effective Date”
|
Preamble
|
“Estimated Cage Cash Closing Payment”
|
Section 3.02
|
“Estimated Cage Cash Closing Statement”
|
Section 3.02
|
“Estimated Closing Payment”
|
Section 3.01
|
“Estimated Closing Statement”
|
Section 3.01
|
“Existing Surveys”
|
Section 8.10
|
“Existing Title Policies”
|
Section 8.09(a)
|
“Final Cage Cash Closing Payment”
|
Section 3.03(b)
|
BUYER
GLP Capital, L.P., a Pennsylvania limited partnership
By:
/s/ Peter M. Carlino
Name:
Peter M. Carlino
Its:
Chief Executive Officer of Gaming and Leisure Properties, Inc, its general partner
|
|
PARENT
GAMING AND LEISURE PROPERTIES, INC., a Pennsylvania corporation
By:
/s/ Peter M. Carlino
Name:
Peter M. Carlino
Its:
Chief Executive Officer
|
HOLDCO
PA MEZZCO, LLC, a Delaware limited liability company
By:
/s/ William Paulos
Name:
William Paulos
Its:
Manager
|
|
SELLER PARENT
CANNERY CASINO RESORTS, LLC, a Nevada limited liability company
By:
/s/ William Paulos
Name:
William Paulos
Its:
Manager
|
COMPANY
PA MEADOWS, LLC, a Delaware limited liability company
By:
/s/ William Paulos
Name:
William Paulos
Its:
Manager
|
Subsidiaries of Gaming and Leisure Properties, Inc. (a Pennsylvania corporation)
|
||
|
|
|
Name of Subsidiary
|
|
State or Other Jurisdiction of Incorporation
|
Louisiana Casino Cruises, Inc. (d/b/a Hollywood Casino Baton Rouge)
|
|
Louisiana
|
Penn Cecil Maryland, Inc. (d/b/a Hollywood Casino Perryville)
|
|
Maryland
|
GLP Capital Partners, LLC
|
|
Pennsylvania
|
GLP Capital, L.P.
|
|
Pennsylvania
|
GLP Holdings, Inc.
|
|
Pennsylvania
|
GLP Financing I, LLC
|
|
Delaware
|
GLP Financing II, Inc.
|
|
Delaware
|
GLP Midwest Properties I, LLC
|
|
Delaware
|
Gold Merger Sub, LLC
|
|
Delaware
|
February 22, 2016
|
/s/ Peter M. Carlino
|
|
Name: Peter M. Carlino
|
|
Chief Executive Officer
|
February 22, 2016
|
/s/ William J. Clifford
|
|
Name: William J. Clifford
|
|
Chief Financial Officer
|
|
/s/ Peter M. Carlino
|
|
Peter M. Carlino
|
|
Chief Executive Officer
|
|
February 22, 2016
|
|
/s/ William J. Clifford
|
|
William J. Clifford
|
|
Chief Financial Officer
|
|
February 22, 2016
|