UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 


 

FORM 8-K

 


 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of earliest event reported):  June 11, 2014

 


 

Gaming and Leisure Properties, Inc.

(Exact Name of Registrant as Specified in Charter)

 


 

Pennsylvania

 

001-36124

 

46-2116489

(State or Other Jurisdiction

of Incorporation)

 

(Commission File Number)

 

(IRS Employer

Identification No.)

 

825 Berkshire Blvd., Suite 400, Wyomissing, Pennsylvania

 

19610

(Address of Principal Executive Offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code: (610) 401-2900

 

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

 


 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

o                     Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o                     Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o                     Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o                     Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 



 

Item 8.01.

 

Other Events.

 

As previously announced, on October 30, 2013 and October 31, 2013, GLP Capital, L.P. (“GLP Capital”) and GLP Financing II, Inc. (“GLP Financing II”), wholly owned subsidiaries of Gaming and Leisure Properties, Inc. (the “Company”), issued $550,000,000 aggregate principal amount of 4.375% Senior Notes due 2018 (the “2018 Notes”), $1,000,000,000 aggregate principal amount of 4.875% Senior Notes due 2020 (the “2020 Notes”) and $500,000,000 aggregate principal amount of 5.375% Senior Notes due 2023 (the “2023 Notes” and, together with the 2018 Notes and the 2020 Notes, the “Notes”), each pursuant to an indenture, dated as of October 30, 2013, by and among the GLP Capital, GLP Financing II, the Company and Wells Fargo Bank, National Association, as trustee. The Notes were jointly issued by GLP Capital, our operating subsidiary, and GLP Financing II, a co-issuer subsidiary, and are fully and unconditionally guaranteed by the Company. No subsidiary of the Company currently guarantees the Notes.

 

The Company, GLP Capital and GLP Financing II are also party to a Registration Rights Agreement for each series of Notes (collectively, the “Registration Rights Agreements”), pursuant to which they agreed to register with the Securities and Exchange Commission (the “SEC”), with respect to each series of the Notes, a new series of notes (collectively, the “Exchange Notes”) having substantially identical terms as the applicable series of the Notes (other than liquidated damages provisions and transfer restrictions), as part of an offer to exchange the applicable series of Exchange Notes for the respective series of Notes.

 

In connection with its obligations under the Registration Rights Agreements, the Company is filing this Current Report on Form 8-K to retrospectively adjust the following financial statements to include, in a footnote, the condensed consolidating financial information for GLP Capital and GLP Financing II as issuers of the Notes and the Company as the parent guarantor of the Notes as required under Rule 3-10 of Regulation S-K:

 

·                  Note 16, Supplementary Condensed Consolidating Financial Information of Parent Guarantor and Subsidiary Issuers, to Consolidated Financial Statements in Item 8 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2013; and

 

·                  Note 12, Supplementary Condensed Consolidating Financial Information of Parent Guarantor and Subsidiary Issuers, to Condensed Consolidated Financial Statements in Item 1 of the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2014.

 

Item 8 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2013 and Item 1 of the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2014 are being restated in their entirety to reflect these adjustments and are attached as Exhibits hereto and are incorporated by reference herein. No other adjustments or subsequent events have been reflected in the Company’s financial statements. The adjustments are being made solely in connection with the Company’s obligations under the Registration Rights Agreements and are not intended to be amendments to such Form 10-K or Form 10-Q.

 

1



 

Other than the additional footnote described above, this Form 8-K does not modify or update the disclosures contained in such Form 10-K or Form 10-Q in any way, nor does it reflect any subsequent information or events.

 

This Current Report on Form 8-K should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2013 and the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2014, as well as the Company’s other filings with the SEC.

 

Item 9.01

 

Financial Statements and Exhibits.

 

 

 

 

 

(d)

 

Exhibits:

 

 

 

 

 

 

 

Exhibit

 

 

 

 

Number

 

Description

 

 

 

 

 

 

 

23.1

 

Consent of Independent Registered Public Accounting Firm

 

 

 

 

 

 

 

99.1

 

Item 8 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2013—Financial Statements and Supplementary Data

 

 

 

 

 

 

 

99.2

 

Item 1 of the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2014—Financial Statements (unaudited)

 

 

 

 

 

 

 

101

 

The following materials, formatted in XBRL (eXtensible Business Reporting Language): (i) Consolidated Balance Sheets as of December 31, 2013 and 2012, (ii) Consolidated Statements of Income for the years ended December 31, 2013, 2012 and 2011, (iii) Consolidated Statements of Changes in Stockholders Equity for the years ended December 31, 2012, 2011 and 2010, (iv) Consolidated Statements of Cash Flows for the years ended December 31, 2013, 2012 and 2012, (v) Notes to Consolidated Financial Statements, (vi) Schedule III — Real Estate Assets and Accumulated Depreciation, (vii) Condensed Consolidated Balance Sheets as of March 31, 2014 and December 31, 2013 (unaudited), (viii) Condensed Consolidated Statements of Income for the three months ended March 31, 2014 and 2013 (unaudited), (ix) Condensed Consolidated Statements of Changes in Stockholders (Deficit) Equity for the three months ended March 31, 2014 (unaudited), (x) Condensed Consolidated Statements of Cash Flows for the three months ended

 

2



 

 

 

 

 

March 31, 2014 and 2013 (unaudited) and (xi) Notes to the Condensed Consolidated Financial Statements (unaudited)

 

3



 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

 

GAMING AND LEISURE PROPERTIES, INC.

 

 

 

 

 

 

Dated: June 11, 2014

By:

/s/ William J. Clifford

 

 

Name: William J. Clifford

 

 

Title:   Chief Financial Officer

 

4



 

EXHIBIT INDEX

 

 

 

Exhibit

 

 

 

 

Number

 

Description

 

 

 

 

 

 

 

23.1

 

Consent of Independent Registered Public Accounting Firm

 

 

 

 

 

 

 

99.1

 

Item 8 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2013—Financial Statements and Supplementary Data

 

 

 

 

 

 

 

99.2

 

Item 1 of the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2014—Financial Statements (unaudited)

 

 

 

 

 

 

 

101

 

The following materials, formatted in XBRL (eXtensible Business Reporting Language): (i) Consolidated Balance Sheets as of December 31, 2013 and 2012, (ii) Consolidated Statements of Income for the years ended December 31, 2013, 2012 and 2011, (iii) Consolidated Statements of Changes in Stockholders Equity for the years ended December 31, 2012, 2011 and 2010, (iv) Consolidated Statements of Cash Flows for the years ended December 31, 2013, 2012 and 2012, (v) Notes to Consolidated Financial Statements, (vi) Schedule III — Real Estate Assets and Accumulated Depreciation, (vii) Condensed Consolidated Balance Sheets as of March 31, 2014 and December 31, 2013 (unaudited), (viii) Condensed Consolidated Statements of Income for the three months ended March 31, 2014 and 2013 (unaudited), (ix) Condensed Consolidated Statements of Changes in Stockholders (Deficit) Equity for the three months ended March 31, 2014 (unaudited), (x) Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2014 and 2013 (unaudited) and (xi) Notes to the Condensed Consolidated Financial Statements (unaudited)

 

5


EXHIBIT 23.1

 

Consent of Independent Registered Public Accounting Firm

 

We consent to the incorporation by reference in the following Registration Statement:

 

(1)                                 Registration Statement (Form S-8 No. 333-192017) pertaining to the 2013 Long Term Incentive Compensation Plan;

 

of our report dated March 25, 2014 (except Note 16, as to which the date is June 11, 2014), with respect to the consolidated financial statements and schedule of Gaming and Leisure Properties, Inc. and Subsidiaries included in this Current Report (Form 8-K) of Gaming and Leisure Properties, Inc. and Subsidiaries for the year ended December 31, 2013.

 

 

/s/ Ernst & Young LLP

 

 

 

Philadelphia, Pennsylvania

 

June 11, 2014

 

 


EXHIBIT 99.1

 

GAMING AND LEISURE PROPERTIES, INC. AND SUBSIDIARIES

 

Index to Condensed Consolidated Financial Statements

For the Year Ended December 31, 2013

 

ITEM 8.

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

 

 

 

 

 

Report of the Independent Registered Accounting Firm

2

 

Consolidated Balance Sheets as of December 31, 2013 and 2012

3

 

Consolidated Statements of Income for the Years Ended December 31, 2013, 2012 and 2011

4

 

Consolidated Statements of Changes in Stockholders Equity for the Years Ended December 31, 2013, 2012 and 2011

5

 

Consolidated Statements of Cash Flows for the Years Ended December 31, 2013, 2012 and 2011

6

 

Notes to the Consolidated Financial Statements

7

 

Schedule III — Real Estate Assets and Accumulated Depreciation

27

 

1



 

Report of Independent Registered Public Accounting Firm

 

Board of Directors

Gaming and Leisure Properties, Inc. and Subsidiaries

 

We have audited the accompanying consolidated balance sheets of Gaming and Leisure Properties, Inc. and Subsidiaries as of December 31, 2013 and 2012, and the related consolidated statements of income, changes in shareholders’ equity, and cash flows for each of the three years in the period ended December 31, 2013. Our audits also included the financial statement schedule listed in the index at Item 8. These financial statements and schedule are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements and schedule based on our audits.

 

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Company’s internal Control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

 

In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Gaming and Leisure Properties, Inc. and Subsidiaries at December 31, 2013 and 2012, and the consolidated results of their operations and their cash flows for each of the three years in the period ended December 31, 2013, in conformity with U.S. generally accepted accounting principles. Also, in our opinion, the related financial statement schedule, when considered in relation to the financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein.

 

/s/ ERNST & YOUNG LLP

 

Philadelphia, Pennsylvania

March 25, 2014

Except for Note 16, as to which the date is June 11, 2014.

 

2



 

Gaming and Leisure Properties, Inc. and Subsidiaries

 

Consolidated Balance Sheets

 

(in thousands, except share and per share data)

 

 

 

December 31,

 

 

 

2013

 

2012

 

Assets

 

 

 

 

 

Real Estate Investments, net

 

$

2,010,303

 

$

 

Property and equipment, used in operations, net

 

139,121

 

118,954

 

Cash and cash equivalents

 

285,221

 

14,562

 

Prepaid expenses

 

5,983

 

1,141

 

Deferred income taxes

 

2,228

 

2,859

 

Other current assets

 

17,367

 

1,009

 

Receivable from Penn National Gaming, Inc.

 

 

43,318

 

Goodwill

 

75,521

 

75,521

 

Other intangible assets

 

9,577

 

9,577

 

Debt issuance costs, net of accumulated amortization of $1,270 at December 31, 2013

 

46,877

 

 

Other assets

 

17,041

 

134

 

Total assets

 

$

2,609,239

 

$

267,075

 

Liabilities

 

 

 

 

 

Accounts payable

 

$

21,397

 

$

251

 

Accrued expenses

 

13,783

 

5,787

 

Accrued interest

 

18,055

 

 

Accrued salaries and wages

 

10,337

 

3,507

 

Gaming, property, and other taxes

 

18,789

 

1,136

 

Income taxes

 

17,256

 

11,538

 

Other current liabilities

 

12,911

 

109

 

Long-term debt

 

2,350,000

 

 

Deferred income taxes

 

4,282

 

8,417

 

Total liabilities

 

2,466,810

 

30,745

 

Commitments and Contingencies (Note 7)

 

 

 

 

 

Shareholders’ equity

 

 

 

 

 

Common stock ($.01 par value, 550,000,000 shares authorized, 88,659,448 shares issued at December 31, 2013)

 

887

 

 

Additional paid-in capital

 

3,651

 

71,356

 

Retained earnings

 

137,891

 

164,974

 

Total shareholders’ equity

 

142,429

 

236,330

 

Total liabilities and shareholders’ equity

 

$

2,609,239

 

$

267,075

 

 

See accompanying notes to the consolidated financial statements.

 

3



 

Gaming and Leisure Properties, Inc. and Subsidiaries

 

Consolidated Statements of Income

 

(in thousands, except per share data)

 

Year ended December 31,

 

2013

 

2012

 

2011

 

Revenues

 

 

 

 

 

 

 

Rental

 

$

68,955

 

$

 

$

 

Real estate taxes paid by tenants

 

7,602

 

 

 

Total rental revenue

 

76,557

 

 

 

Gaming

 

159,352

 

202,581

 

223,302

 

Food, beverage and other

 

12,357

 

15,635

 

16,396

 

Total revenues

 

248,266

 

218,216

 

239,698

 

Less promotional allowances

 

(6,137

)

(7,573

)

(7,814

)

Net revenues

 

242,129

 

210,643

 

231,884

 

Operating expenses

 

 

 

 

 

 

 

Gaming

 

89,367

 

113,111

 

124,971

 

Food, beverage and other

 

10,775

 

13,114

 

13,664

 

Real estate taxes

 

9,220

 

1,592

 

1,362

 

General and administrative

 

43,262

 

25,068

 

24,806

 

Depreciation

 

28,923

 

14,090

 

14,568

 

Total operating expenses

 

181,547

 

166,975

 

179,371

 

Income from operations

 

60,582

 

43,668

 

52,513

 

Other income (expenses)

 

 

 

 

 

 

 

Interest expense

 

(19,254

)

 

 

Interest income

 

1

 

2

 

4

 

Management fee

 

(4,203

)

(6,320

)

(6,958

)

Total other expenses

 

(23,456

)

(6,318

)

(6,954

)

Income from operations before income taxes

 

37,126

 

37,350

 

45,559

 

Income tax provision

 

17,296

 

14,431

 

18,875

 

Net income

 

$

19,830

 

$

22,919

 

$

26,684

 

Earnings per common share:

 

 

 

 

 

 

 

Basic earnings per common share

 

$

0.18

 

$

0.21

 

$

0.24

 

Diluted earnings per common share

 

$

0.17

 

$

0.20

 

$

0.23

 

 

See accompanying notes to the consolidated financial statements.

 

4



 

Gaming and Leisure Properties, Inc. and Subsidiaries

 

Consolidated Statements of Changes in Shareholders’ Equity

 

(in thousands, except share data)

 

 

 

Common Stock

 

Additional
Paid-In

 

Retained

 

Total
Shareholders’

 

 

 

Shares

 

Amount

 

Capital

 

Earnings

 

Equity

 

Balance, December 31, 2010

 

 

$

 

$

100,017

 

$

115,371

 

$

215,388

 

Cash contribution to parent

 

 

 

(22,161

)

 

(22,161

)

Net income

 

 

 

 

26,684

 

26,684

 

Balance, December 31, 2011

 

 

 

77,856

 

142,055

 

219,911

 

Cash contribution to parent

 

 

 

(6,500

)

 

(6,500

)

Net income

 

 

 

 

22,919

 

22,919

 

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 distribution 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

 

 

 

 

19,830

 

19,830

 

Balance, December 31, 2013

 

88,659,448

 

$

887

 

$

3,651

 

$

137,891

 

$

142,429

 

 

See accompanying notes to the consolidated financial statements.

 

5



 

Gaming and Leisure Properties, Inc. and Subsidiaries

 

Consolidated Statements of Cash Flows

 

(in thousands)

 

Year ended December 31,

 

2013

 

2012

 

2011

 

Operating activities

 

 

 

 

 

 

 

Net income

 

$

19,830

 

$

22,919

 

$

26,684

 

Adjustments to reconcile net income to net cash provided by operating activities:

 

 

 

 

 

 

 

Depreciation

 

28,923

 

14,090

 

14,568

 

Amortization of debt issuance costs

 

1,270

 

 

 

Gain on sale of fixed assets

 

(39

)

(142

)

(75

)

Deferred income taxes

 

(5,646

)

(88

)

(6,514

)

Charge for stock-based compensation

 

1,566

 

 

 

(Increase) decrease,

 

 

 

 

 

 

 

Prepaid expenses and other current assets

 

(885

)

1,513

 

(1,248

)

Other assets

 

(662

)

 

(2

)

Increase (decrease),

 

 

 

 

 

 

 

Accounts payable

 

2,638

 

(260

)

(288

)

Accrued expenses

 

7,996

 

(456

)

(180

)

Accrued interest

 

17,216

 

 

(4

)

Accrued salaries and wages

 

2,131

 

(394

)

313

 

Gaming, property and other taxes

 

(7

)

(250

)

146

 

Income taxes

 

5,718

 

(10,162

)

23,396

 

Other current and noncurrent liabilities

 

583

 

(26

)

44

 

Net cash provided by operating activities

 

80,632

 

26,744

 

56,840

 

Investing activities

 

 

 

 

 

 

 

Capital project expenditures, net of reimbursements

 

(12,198

)

(1,930

)

(5,131

)

Capital maintenance expenditures

 

(4,230

)

(3,260

)

(3,157

)

Proceeds from sale of property and equipment

 

153

 

380

 

117

 

Net cash used in investing activities

 

(16,275

)

(4,810

)

(8,171

)

Financing activities

 

 

 

 

 

 

 

Net advances to Penn National Gaming, Inc.

 

(3,595

)

(18,018

)

(27,375

)

Cash contributions to Penn National Gaming, Inc.

 

(3,387

)

(6,500

)

(22,161

)

Cash distribution to Penn National Gaming, Inc. in connection with Spin-Off

 

(2,090,000

)

 

 

Principal payments on debt obligation to Penn National Gaming, Inc.

 

 

 

(900

)

Proceeds from exercise of options

 

1,431

 

 

 

Proceeds from issuance of long-term debt, net of issuance costs

 

2,301,853

 

 

 

Net cash provided by (used in) financing activities

 

206,302

 

(24,518

)

(50,436

)

Net increase (decrease) in cash and cash equivalents

 

270,659

 

(2,584

)

(1,767

)

Cash and cash equivalents at beginning of year

 

14,562

 

17,146

 

18,913

 

Cash and cash equivalents at end of year

 

$

285,221

 

$

14,562

 

$

17,146

 

 

See accompanying notes to the consolidated financial statements.

 

6



 

Gaming and Leisure Properties, Inc. and Subsidiaries

 

Notes to Consolidated Financial Statements

 

1. Business and Basis of Presentation

 

On November 15, 2012, Penn National Gaming, Inc. (“Penn”) announced that it intended to pursue a plan to separate the majority of its operating assets and real property assets into two publicly traded companies including an operating entity, and, through a tax-free spin-off of its real estate assets to holders of its common and preferred stock, a newly formed publicly traded real estate investment trust (“REIT”), Gaming and Leisure Properties, Inc. (“GLPI”) (the “Spin-Off”).

 

GLPI and subsidiaries (the “Company”) was incorporated on February 13, 2013, as a wholly-owned subsidiary of Penn. In connection with the Spin-Off, which was completed on November 1, 2013, Penn contributed to GLPI through a series of internal corporate restructurings substantially all of the assets and liabilities associated with Penn’s real property interests and real estate development business, as well as the assets and liabilities of Hollywood Casino Baton Rouge and Hollywood Casino Perryville, which are referred to as the “TRS Properties,” in a tax-free distribution. The Company intends to elect on its United States (“U.S.”) federal income tax return for its taxable year beginning on January 1, 2014 to be treated as a REIT and the Company, together with an indirectly wholly-owned subsidiary of the Company, GLP Holdings, Inc., intend to jointly elect to treat each of GLP Holdings, Inc., Louisiana Casino Cruises, Inc. and Penn Cecil Maryland, Inc. as a “taxable REIT subsidiary” (a “TRS”) effective on the first day of the first taxable year of GLPI as a REIT. As a result of the Spin-Off, GLPI owns substantially all of Penn’s former real property assets and leases back most of those assets to Penn for use by its subsidiaries, under a master lease, a “triple-net” operating lease with an initial term of 15 years with no purchase option, followed by four 5 year renewal options (exercisable by Penn) on the same terms and conditions (the “Master Lease”), and GLPI also owns and operates the TRS Properties through its TRS.

 

Prior to the Spin-Off, GLPI and Penn entered into a Separation and Distribution Agreement setting forth the mechanics of the Spin-Off, certain organizational matters and other ongoing obligations of Penn and GLPI. Penn and GLPI or their respective subsidiaries, as applicable, also entered into a number of other agreements prior to the Spin-Off to provide a framework for the restructuring and for the relationships between GLPI and Penn.

 

GLPI’s primary business consists of acquiring, financing, and owning real estate property to be leased to gaming operators in “triple net” lease arrangements. As of December 31, 2013, GLPI’s portfolio consisted of 21 gaming and related facilities, including the TRS Properties and the real property associated with 19 gaming and related facilities (including two properties under development in Dayton, Ohio and Mahoning Valley, Ohio) that are geographically diversified across 13 states. GLPI expects to grow its portfolio by pursuing opportunities to acquire additional gaming facilities to lease to gaming operators under prudent terms, which may or may not include Penn.

 

In connection with the Spin-Off, Penn allocated its accumulated earnings and profits (as determined for U.S. federal income tax purposes) for periods prior to the consummation of the Spin-Off between Penn and GLPI. In connection with its election to be taxed as a REIT for U.S. federal income tax purposes, GLPI declared a dividend to its shareholders to distribute any accumulated earnings and profits relating to the real property assets and attributable to any pre-REIT years, including any earnings and profits allocated to GLPI in connection with the Spin-Off, to comply with certain REIT qualification requirements (the “Purging Distribution”). The Purging Distribution, which was paid on February 18, 2014, totaled $1.05 billion and was comprised of cash and GLPI common stock. See Note 15 for further details.

 

The assets and liabilities of GLPI were recorded at their respective historical carrying values at the time of the Spin-Off in accordance with the provisions of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 505-60, “Spinoffs and Reverse Spinoffs.” The assets and liabilities contributed to GLPI from Penn were as follows (in thousands):

 

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

 

 

7



 

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses for the reporting periods. Actual results could differ from those estimates.

 

2. Principles of Consolidation

 

The consolidated financial statements include the accounts of GLPI and its subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation.

 

3. Summary of Significant Accounting Policies

 

Cash and Cash Equivalents

 

The Company considers all cash balances and highly-liquid investments with original maturities of three months or less to be cash and cash equivalents.

 

Concentration of Credit Risk

 

Concentrations of credit risks arise when a number of operators, tenants, or obligors related to the Company’s investments are engaged in similar business activities, or activities in the same geographic region, or have similar economic features that would cause their ability to meet contractual obligations, including those to the Company, to be similarly affected by changes in economic conditions. As of December 31, 2013, substantially all of the Company’s real estate properties were leased to Penn, and all of the Company’s rental revenues were derived from a master lease defined below. Penn is a publicly traded company that is subject to the informational filing requirements of the Securities Exchange Act of 1934, as amended, and is required to file periodic reports on Form 10-K and Form 10-Q with the Securities and Exchange Commission. Penn’s net revenues were $2.9 billion for the years ended December 31, 2013 and 2012. Other than the Company’s tenant concentration, management believes the Company’s portfolio was reasonably diversified by geographical location and did not contain any other significant concentration of credit risks. As of December 31, 2013, the Company’s portfolio of 19 leased properties was diversified by location across 11 states.

 

Financial instruments that subject the Company to credit risk consist of cash and cash equivalents and accounts receivable.

 

The Company’s policy is to limit the amount of credit exposure to any one financial institution, and place investments with financial institutions evaluated as being creditworthy, or in short-term money market and tax- free bond funds which are exposed to minimal interest rate and credit risk. At times, the Company has bank deposits and overnight repurchase agreements that exceed federally-insured limits.

 

Accounts are written off when management determines that an account is uncollectible. Recoveries of accounts previously written off are recorded when received. An allowance for doubtful accounts is determined to reduce the Company’s receivables to their carrying value, which approximates fair value. The allowance is estimated based on historical collection experience, specific review of individual customer accounts, and current economic and business conditions.

 

Prepaid Expenses and Other Assets

 

Prepaid expenses consist of expenditures for goods (other than inventories) or services before the goods are used or the services are received. These amounts are deferred and charged to operations as the benefits are realized and primarily consist of prepayments for insurance and other contracts that will be expensed during the subsequent year. It also consists of admission fees and property taxes that were paid in advance. Other current assets are items expected to be realized within twelve months of the balance sheet date. Other current assets primarily include accounts receivable and food and beverage inventory. Other assets are all items that are long-term in nature and primarily include deferred compensation assets (see Note 7 for further details) and a deposit for certain real estate for Hollywood Casino Baton Rouge that should close in 2014.

 

Fair Value of Financial Instruments

 

The following methods and assumptions are used to estimate the fair value of each class of financial instruments for which it is practicable to estimate:

 

8



 

Cash and Cash Equivalents

 

The fair value of the Company’s cash and cash equivalents approximates the carrying value of the Company’s cash and cash equivalents, due to the short maturity of the cash equivalents. The Company maintained a higher level of cash on hand at December 31, 2013 in order to fund the cash portion of its Purging Distribution. See Note 15 for additional details.

 

Long-term Debt

 

The fair value of the senior notes and senior unsecured credit facility is estimated based on quoted prices in active markets and as such is a Level 1 measurement as defined under ASC 820 “Fair Value Measurements and Disclosures.”

 

The estimated fair values of the Company’s financial instruments are as follows (in thousands):

 

 

 

2013

 

2012

 

December 31,

 

Carrying
Amount

 

Fair
Value

 

Carrying
Amount

 

Fair
Value

 

Financial assets:

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

285,221

 

$

285,221

 

$

14,562

 

$

14,562

 

Financial liabilities:

 

 

 

 

 

 

 

 

 

Long-term debt

 

 

 

 

 

 

 

 

 

Senior unsecured credit facility

 

300,000

 

294,750

 

 

 

Senior notes

 

2,050,000

 

2,058,750

 

 

 

 

Real Estate Investments

 

The Company records the acquisition of real estate at cost, including acquisition and closing costs. The cost of properties developed by the Company include costs of construction, property taxes, interest and other miscellaneous costs incurred during the development period until the project is substantially complete and available for occupancy. The Company considers the period of future benefit of the asset to determine the appropriate useful lives. Depreciation is computed using a straight-line method over the estimated useful lives of the buildings and building improvements which are generally between 8 years to 41 years.

 

The Company continually monitors events and circumstances that could indicate that the carrying amount of the Company’s real estate investments may not be recoverable or realized. When indicators of potential impairment suggest that the carrying value of real estate investments may not be recoverable, the Company assesses the recoverability by estimating whether it will recover the carrying value of its real estate investments through its undiscounted future cash flows and the eventual disposition of the investment. In assessing the recoverability of the carrying value, the Company must make assumptions regarding future cash flows and other factors. If these estimates or the related assumptions change in the future, the Company may be required to record an impairment loss. The Company groups its Real Estate Investments by tenant in evaluating impairment. If the Company determines the carrying amount is not recoverable, it would recognize an impairment charge equivalent to the amount required to adjust the carrying amount to its estimated fair value, calculated in accordance with current GAAP fair value provisions.

 

Property and Equipment used in operations

 

Property and equipment are stated at cost, less accumulated depreciation and represent assets used by the Company’s TRS operations and certain corporate assets. Maintenance and repairs that neither add materially to the value of the asset nor appreciably prolong its useful life are charged to expense as incurred. Gains or losses on the disposal of property and equipment are included in the determination of income.

 

Depreciation of property and equipment is recorded using the straight- line method over the following estimated useful lives:

 

Land improvements

 

5 to 15 years

 

Building and improvements

 

5 to 40 years

 

Furniture, fixtures, and equipment

 

3 to 31 years

 

 

Leasehold improvements are depreciated over the shorter of the estimated useful life of the improvement or the related lease term.

 

9



 

The estimated useful lives are determined based on the nature of the assets as well as the Company’s current operating strategy.

 

The Company reviews the carrying value of its property and equipment for possible impairment whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable based on undiscounted estimated future cash flows expected to result from its use and eventual disposition. The factors considered by the Company in performing this assessment include current operating results, market and other applicable trends and residual values, as well as the effect of obsolescense demand, competition and other factors. In estimating expected future cash flows for determining whether an asset is impaired, assets are grouped at the individual property level. In assessing the recoverability of the carrying value of property and equipment, the Company must make assumptions regarding future cash flows and other factors. If these estimates or the related assumptions change in the future, the Company may be required to record an impairment loss for these assets.

 

Goodwill and Other Intangible Assets

 

At December 31, 2013, the Company had $75.5 million in goodwill and $9.6 million in other intangible assets within its consolidated balance sheet, resulting from the contribution of Hollywood Casino Baton Rouge and Hollywood Casino Perryville from Penn in connection with the Spin-Off.

 

Goodwill is tested annually, or more frequently if indicators of impairment exist, for impairment by comparing the fair value of the Hollywood Casino Baton Rouge reporting unit to its carrying amount. If the carrying amount exceeds its fair value in step 1 of the impairment test, then step 2 of the impairment test is performed to determine the implied value of goodwill. If the implied value of goodwill is less than the goodwill allocated, an impairment loss is recognized.

 

In accordance with ASC 350, “Intangibles—Goodwill and Other,” the Company considers its Hollywood Casino Perryville gaming license as an indefinite-life intangible asset that does not require amortization based on the Company’s future expectations to operate this casino indefinitely as well as the gaming industry’s historical experience in renewing these intangible assets at minimal cost with various state gaming commissions. Rather, the Company’s gaming license is tested annually, or more frequently if indicators of impairment exist, for impairment by comparing the fair value of the recorded asset to its carrying amount. If the carrying amount of the indefinite-life intangible asset exceeds its fair value, an impairment loss is recognized.

 

The evaluation of goodwill and indefinite-life intangible assets requires the use of estimates about future operating results to determine the estimated fair value of the reporting unit and the indefinite-lived intangible assets. The Company must make various assumptions and estimates in performing its impairment testing. The implied fair value includes estimates of future cash flows that are based on reasonable and supportable assumptions which represent the Company’s best estimates of the cash flows expected to result from the use of the assets including their eventual disposition. Changes in estimates, increases in the Company’s cost of capital, reductions in transaction multiples, changes in operating and capital expenditure assumptions or application of alternative assumptions and definitions could produce significantly different results. Future cash flow estimates are, by their nature, subjective and actual results may differ materially from the Company’s estimates. If the Company’s ongoing estimates of future cash flows are not met, the Company may have to record additional impairment charges in future accounting periods. The Company’s estimates of cash flows are based on the current regulatory and economic climates, as well as recent operating information and budgets. These estimates could be negatively impacted by changes in federal, state or local regulations, economic downturns, or other events.

 

Forecasted cash flows (based on the Company’s annual operating plan as determined in the fourth quarter) can be significantly impacted by the local economy in which the Company’s reporting unit operates. For example, increases in unemployment rates can result in decreased customer visitations and/or lower customer spend per visit. In addition, new legislation which approves gaming in nearby jurisdictions or further expands gaming in jurisdictions has the impact of increasing competition for the property which generally will have a negative effect on its profitability once competitors become established as a certain level of cannibalization occurs absent an overall increase in customer visitations. Lastly, increases in gaming taxes approved by state regulatory bodies can negatively impact forecasted cash flows.

 

Assumptions and estimates about future cash flow levels and multiples are complex and subjective. They are sensitive to changes in underlying assumptions and can be affected by a variety of factors, including external factors, such as industry, geopolitical and economic trends, and internal factors, such as changes in our business strategy, which may reallocate capital and resources to different or new opportunities which management believes will enhance the Company’s overall value but may be to the detriment of its reporting unit.

 

10



 

Debt Issuance Costs

 

Debt issuance costs that are incurred by the Company in connection with the issuance of debt are deferred and amortized to interest expense using the effective interest method over the contractual term of the underlying indebtedness.

 

Comprehensive Income

 

Comprehensive income includes net income and all other non-owner changes in shareholders’ equity during a period, including but not limited to, unrealized gains and losses on equity securities classified as available-for-sale and unrealized fair value adjustments on certain derivative instruments. Since the Company did not have any non-owner changes in shareholders’ equity for the years ended December 31, 2013, 2012 and 2011, comprehensive income for the years ended December 31, 2013, 2012 and 2011 was equivalent to net income for those time periods.

 

Income Taxes

 

The Company accounts for income taxes in accordance with ASC 740, “Income Taxes” (“ASC 740”). Under ASC 740, deferred tax assets and liabilities are determined based on the differences between the financial statement carrying amounts and the tax bases of existing assets and liabilities and are measured at the prevailing enacted tax rates that will be in effect when these differences are settled or realized. ASC 740 also requires that deferred tax assets be reduced by a valuation allowance if it is more likely than not that some portion or all of the deferred tax assets will not be realized. The realizability of the deferred tax assets is evaluated by assessing the valuation allowance and by adjusting the amount of the allowance, if any, as necessary. The factors used to assess the likelihood of realization are the forecast of future taxable income.

 

ASC 740 also creates a single model to address uncertainty in tax positions, and clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements by prescribing the minimum recognition threshold a tax position is required to meet before being recognized in an enterprise’s financial statements. It also provides guidance on derecognition, measurement, classification, interest and penalties, accounting in interim periods, disclosure and transition. The Company did not have any uncertain tax positions for 2013, 2012 and 2011.

 

The Company is required under ASC 740 to disclose its accounting policy for classifying interest and penalties, the amount of interest and penalties charged to expense each period, as well as the cumulative amounts recorded in the combined balance sheets. If and when they occur, the Company will classify any income tax-related penalties and interest accrued related to unrecognized tax benefits in taxes on income within the consolidated statements of income. During the years ended December 31, 2013, 2012 and 2011, the Company did not recognized any interest and penalties, net of deferred taxes.

 

The Company intends to elect on its U.S. federal income tax return for its taxable year beginning on January 1, 2014 to be treated as a REIT and the Company, together with an indirectly wholly-owned subsidiary of the Company, GLP Holdings, Inc., intend to jointly elect to treat each of GLP Holdings, Inc., Louisiana Casino Cruises, Inc. and Penn Cecil Maryland, Inc. as a “taxable REIT subsidiary” effective on the first day of the first taxable year of GLPI as a REIT. The Company intends to continue to be organized and to operate in a manner that will permit the Company to qualify as a REIT. To qualify as a REIT, the Company must meet certain organizational and operational requirements, including a requirement to distribute at least 90% of its annual REIT taxable income to shareholders. As a REIT, the Company generally will not be subject to federal income tax on income that it distributes as dividends to its shareholders. If the Company fails to qualify as a REIT in any taxable year, it will be subject to U.S. federal income tax, including any applicable alternative minimum tax, on its taxable income at regular corporate income tax rates, and dividends paid to its shareholders would not be deductible by the Company in computing taxable income. Any resulting corporate liability could be substantial and could materially and adversely affect the Company’s net income and net cash available for distribution to shareholders. Unless the Company was entitled to relief under certain Internal Revenue Code provisions, the Company also would be disqualified from re-electing to be taxed as a REIT for the four taxable years following the year in which it failed to qualify to be taxed as a REIT.

 

The TRS Properties are able to engage in activities resulting in income that would be not qualifying income for a REIT. As a result, certain activities of the Company which occur within its TRS Properties are subject to federal and state income taxes.

 

11



 

Revenue Recognition and Promotional Allowances

 

The Company recognizes rental revenue from tenants, including rental abatements, lease incentives and contractual fixed increases attributable to operating leases, on a straight-line basis over the term of the related leases when collectability is reasonably assured. Contingent rental income is recognized once the lessee achieves the specified target. Recognition of rental income commences when control of the facility has been given to the tenant.

 

As of December 31, 2013, all but two of the Company’s properties were leased to a subsidiary of Penn under the Master Lease. The obligations under the Master Lease are guaranteed by Penn and by all Penn subsidiaries that occupy and operate the facilities leased under the Master Lease, or that own a gaming license, other license or other material asset necessary to operate any portion of the facilities. A default by Penn or its subsidiaries with regard to any facility will cause a default with regard to the entire portfolio.

 

The rent structure under the Master Lease with Penn includes a fixed component, a portion of which is subject to an annual 2% escalator if certain rent coverage ratio thresholds are met, and a component that is based on the performance of the facilities, which is adjusted, subject to certain floors (i) every 5 years by an amount equal to 4% of the average change to net revenues of all facilities under the Master Lease (other than Hollywood Casino Columbus and Hollywood Casino Toledo) during the preceding five years, and (ii) monthly by an amount equal to 20% of the change in net revenues of Hollywood Casino Columbus and Hollywood Casino Toledo during the preceding month. In addition to rent, all properties under the Master Lease with Penn are required to pay the following: (1) all facility maintenance, (2) all insurance required in connection with the leased properties and the business conducted on the leased properties, (3) taxes levied on or with respect to the leased properties (other than taxes on the income of the lessor) and (4) all utilities and other services necessary or appropriate for the leased properties and the business conducted on the leased properties.

 

As of December 31, 2013, the future minimum rental income from the Company’s properties under non-cancelable operating leases was as follows (in thousands):

 

Year ending December 31,

 

 

 

2014

 

$

375,602

 

2015

 

375,602

 

2016

 

375,602

 

2017

 

376,101

 

2018

 

368,311

 

Thereafter

 

3,240,760

 

Total

 

$

5,111,978

 

 

For the year ended December 31, 2013, GLPI recognized $6.7 million in contingent rental income from Hollywood Casino Columbus and Hollywood Casino Toledo related to clause (ii) in the paragraph above.

 

Additionally, in accordance with ASC 605, “Revenue Recognition,” the Company records revenue for the real estate taxes paid by its tenants on the leased properties under the Master Lease with an offsetting expense in real estate taxes within the consolidated statement of income as the Company has concluded it is the primary obligor under the Master Lease.

 

Gaming revenue mainly consists of video lottery gaming revenue as well as to a lesser extent table game and poker revenue. Video lottery gaming revenue is the aggregate net difference between gaming wins and losses, with liabilities recognized for funds deposited by customers before gaming play occurs, for “ticket-in, ticket-out” coupons in the customers’ possession, and for accruals related to the anticipated payout of progressive jackpots. Progressive slot machines, which contain base jackpots that increase at a progressive rate based on the number of coins played, are charged to revenue as the amount of the jackpots increases. Table game gaming revenue is the aggregate of table drop adjusted for the change in aggregate table chip inventory. Table drop is the total dollar amount of the currency, coins, chips, tokens, outstanding counter checks (markers), front money that are removed from the live gaming tables. Additionally, food and beverage revenue is recognized as services are performed.

 

12



 

The following table discloses the components of gaming revenue within the consolidated statements of income for the years ended December 31, 2013, 2012 and 2011:

 

Year ended December 31,

 

2013

 

2012

 

2011

 

 

 

(in thousands)

 

Video lottery, net of cash incentives

 

$

138,803

 

$

189,808

 

$

210,349

 

Table game

 

18,096

 

11,891

 

12,333

 

Poker

 

2,453

 

882

 

620

 

Total gaming revenue

 

$

159,352

 

$

202,581

 

$

223,302

 

 

Gaming revenue is recognized net of certain sales incentives in accordance with ASC 605-50, “Revenue Recognition—Customer Payments and Incentives.” The Company records certain sales incentives and points earned in point-loyalty programs as a reduction of revenue.

 

The retail value of food and beverage and other services furnished to guests without charge is included in gross revenues and then deducted as promotional allowances. The amounts included in promotional allowances for the years ended December 31, 2013, 2012 and 2011 are as follows:

 

Year ended December 31,

 

2013

 

2012

 

2011

 

 

 

(in thousands)

 

Food and beverage

 

$

5,970

 

$

6,806

 

$

6,971

 

Other

 

167

 

767

 

843

 

Total promotional allowances

 

$

6,137

 

$

7,573

 

$

7,814

 

 

The estimated cost of providing such complimentary services, which is primarily included in food, beverage, and other expense, for the years ended December 31, 2013, 2012 and 2011 are as follows:

 

Year ended December 31,

 

2013

 

2012

 

2011

 

 

 

(in thousands)

 

Food and beverage

 

$

2,907

 

$

3,319

 

$

3,198

 

Other

 

86

 

384

 

409

 

Total cost of complimentary services

 

$

2,993

 

$

3,703

 

$

3,607

 

 

Gaming and Admission Taxes

 

For the TRS Properties, the Company is subject to gaming and admission taxes based on gross gaming revenues in the jurisdictions in which it operates. The Company primarily recognizes gaming tax expense based on the statutorily required percentage of revenue that is required to be paid to state and local jurisdictions in the states where or in which wagering occurs. At Hollywood Casino Baton Rouge, the gaming admission tax is based on graduated tax rates. The Company records gaming and admission taxes at the Company’s estimated effective gaming tax rate for the year, considering estimated taxable gaming revenue and the applicable rates. Such estimates are adjusted each interim period. If gaming tax rate changes during the year, such changes are applied prospectively in the determination of gaming tax expense in future interim periods. For the years ended December 31, 2013, 2012 and 2011, these expenses, which are recorded within gaming expense in the combined statements of income, totaled $71.6 million, $94.9 million and $105.4 million, respectively.

 

Earnings Per Share

 

The Company calculates earnings per share (“EPS”) in accordance with ASC 260, “Earnings Per Share.” Basic EPS is computed by dividing net income applicable to common stock by the weighted-average number of common shares outstanding during the period, excluding net income attributable to participating securities (outstanding restricted stock awards). Diluted EPS reflects the additional dilution for all potentially-dilutive securities such as stock options and unvested restricted shares. Basic and diluted EPS for the years ended December 31, 2012 and 2011 were retroactively restated for the number of GLPI basic and diluted shares outstanding immediately following the Spin-Off. The Company’s share counts were also retroactively restated to include the shares issued as part of the Purge Distribution.

 

13



 

The following table reconciles the weighted-average common shares outstanding used in the calculation of basic EPS to the weighted-average common shares outstanding used in the calculation of diluted EPS for the years ended December 31, 2013, 2012 and 2011 (in thousands):

 

 

 

2013

 

2012

 

2011

 

Determination of shares:

 

 

 

 

 

 

 

Weighted-average common shares outstanding

 

110,617

 

110,582

 

110,582

 

Assumed conversion of dilutive employee stock-based awards

 

4,924

 

4,703

 

4,703

 

Assumed conversion of restricted stock

 

324

 

318

 

318

 

Diluted weighted-average common shares outstanding

 

115,865

 

115,603

 

115,603

 

 

The following table presents the calculation of basic and diluted EPS for the Company’s common stock for the years ended December 31, 2013, 2012 and 2011:

 

Year ended December 31,

 

2013

 

2012

 

2011

 

 

 

(in thousands, expect per share data)

 

Calculation of basic EPS:

 

 

 

 

 

 

 

Net income

 

$

19,830

 

$

22,919

 

$

26,684

 

Less: Net income allocated to participating securities

 

(75

)

(86

)

(101

)

Net income attributable to common shareholders

 

$

19,755

 

$

22,833

 

$

26,583

 

Weighted-average common shares outstanding

 

110,617

 

110,582

 

110,582

 

Basic EPS

 

$

0.18

 

$

0.21

 

$

0.24

 

Calculation of diluted EPS:

 

 

 

 

 

 

 

Net income

 

$

19,830

 

$

22,919

 

$

26,684

 

Diluted weighted-average common shares outstanding

 

115,865

 

115,603

 

115,603

 

Diluted EPS

 

$

0.17

 

$

0.20

 

$

0.23

 

 

There were no outstanding options to purchase shares of common stock during the years ended December 31, 2013, 2012 and 2011 that were not included in the computation of diluted EPS because they were antidilutive.

 

Stock-Based Compensation

 

In connection with the Spin-Off, each outstanding option and cash settled stock appreciation right (“SAR”) with respect to Penn common stock outstanding on the distribution date was converted into two awards, an adjusted Penn option and a GLPI option, or, in the case of the SARs, an adjusted Penn SAR and a GLPI SAR. The adjustment preserved the aggregate intrinsic value of the options and SARs. Additionally, in connection with the Spin-Off, holders of outstanding restricted stock and phantom stock units (“PSUs”) with respect to Penn common stock became entitled to an additional share of restricted stock or PSU with respect to GLPI common stock for each share of Penn restricted stock or PSU held.

 

The adjusted options and SARs, as well as the restricted stock and PSUs, otherwise remain subject to their original terms, except that for purposes of the adjusted Penn awards (including in determining exercisability and the post-termination exercise period), continued service with GLPI following the distribution date shall be deemed continued service with Penn; and for purposes of the GLPI awards (including in determining exercisability and the post- termination exercise period), continued service with Penn following the distribution date shall be deemed continued service with GLPI.

 

The Company accounts for stock compensation under ASC 718, “Compensation- Stock Compensation,” which requires the Company to expense the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award. This expense is recognized ratably over the requisite service period following the date of grant. The fair value for stock options is estimated at the date of grant using the Black-Scholes option- pricing model. There were no stock option grants awarded in 2013.

 

Additionally, the cash-settled PSUs entitle employees to receive cash based on the fair value of the Company’s common stock on the vesting date. These PSUs are accounted for as liability awards and are re-measured at fair value each reporting period until they become vested with compensation expense being recognized over the requisite service period in accordance with ASC 718-30, “Compensation-Stock Compensation, Awards Classified as Liabilities.”

 

14



 

In addition, the Company’s SARs are accounted for as liability awards since they will be settled in cash. The fair value of these awards is calculated during each reporting period and estimated using the Black-Scholes option pricing model.

 

See Note 10 for further information related to the treatment of the unrecognized compensation expense at the time of the Spin-Off related to awards held by GLPI employees.

 

Segment Information

 

Consistent with how the Company’s Chief Operating Decision Maker reviews and assesses the Company’s financial performance, the Company has two reportable segments, GLP Capital, L.P. (a wholly-owned subsidiary of GLPI through which GLPI owns substantially all of its assets) (“GLP Capital”) and the TRS Properties. The GLP Capital reportable segment consists of the leased real property and represents the majority of the Company’s business. The TRS Properties reportable segment consists of Hollywood Casino Perryville and Hollywood Casino Baton Rouge. See Note 11 for further information with respect to the Company’s segments.

 

Statements of Cash Flows

 

The Company has presented the consolidated statements of cash flows using the indirect method, which involves the reconciliation of net income to net cash flow from operating activities.

 

Certain Risks and Uncertainties

 

The Company is dependent on Penn (including its subsidiaries), who is the lessee of substantially all of the Company’s properties pursuant to the Master Lease and accounts for a significant portion of its revenues. The inability or unwillingness of Penn to meet its subsidiary’s rent obligations and other obligations under the Master Lease could materially adversely affect the Company’s business, financial position or results of operations, including the Company’s ability to pay dividends to its shareholders as required to maintain its status as a REIT. For these reasons, if Penn were to experience a material adverse effect on its gaming business, financial position or results of operations, the Company’s business, financial position or results of operations could also be materially adversely affected.

 

The Company’s operations are also dependent on its continued licensing by state gaming commissions of its gaming tenants and operators. The loss of a license could have an adverse effect on future results of operations. Additionally, the Company is dependent on the local market in which its gaming tenants and operators operate for a significant number of its patrons and revenues. If economic conditions in these areas deteriorate or additional gaming licenses are awarded in these markets, the Company’s results of operations could be adversely affected. Furthermore, the Company is dependent upon a stable gaming tax structure in the locations that its gaming tenants and operators operate in. Any change in the tax structure could have an adverse effect on future results of operations.

 

4. Real Estate Investments

 

Real estate investments, net, represents investments in 19 properties and is summarized as follows:

 

December 31,

 

2013

 

2012

 

 

 

(in thousands)

 

Land and improvements

 

$

382,581

 

$

 

Building and improvements

 

2,050,533

 

 

Construction in progress

 

61,677

 

 

Total property and equipment

 

2,494,791

 

 

Less accumulated depreciation

 

(484,488

)

 

Property and equipment, net

 

$

2,010,303

 

$

 

 

In connection with the Spin-Off, Penn contributed $1.96 billion of real estate investments, net of accumulated depreciation which was recorded at Penn’s historical carrying value. Construction in progress primarily represents two development projects which the Company is responsible for the real estate construction costs, namely Hollywood at Dayton Raceway and Hollywood at Mahoning Valley Race Track which Penn anticipates opening in the fall of 2014.

 

15



 

5. Property and Equipment used in operations

 

Property and equipment used in operations, net, consists of the following:

 

December 31,

 

2013

 

2012

 

 

 

(in thousands)

 

Land and improvements

 

$

27,586

 

$

28,193

 

Building and improvements

 

115,888

 

109,248

 

Furniture, fixtures, and equipment

 

101,288

 

76,088

 

Construction in progress

 

203

 

87

 

Total property and equipment

 

244,965

 

213,616

 

Less accumulated depreciation

 

(105,844

)

(94,662

)

Property and equipment, net

 

$

139,121

 

$

118,954

 

 

6. Long-term Debt

 

Long-term debt is as follows:

 

December 31,

 

2013

 

 

 

(in thousands)

 

Senior unsecured credit facility

 

$

300,000

 

$550 million 4.375% senior notes due November 2018

 

550,000

 

$1,000 million 4.875% senior notes due November 2020

 

1,000,000

 

$500 million 5.375% senior notes due November 2023

 

500,000

 

 

 

$

2,350,000

 

 

The following is a schedule of future minimum repayments of long-term debt as of December 31, 2013 (in thousands):

 

2014

 

$

 

2015

 

 

2016

 

 

2017

 

 

2018

 

850,000

 

Thereafter

 

1,500,000

 

Total minimum payments

 

$

2,350,000

 

 

On October 28, 2013, GLP Capital entered into a new five year senior unsecured credit facility (the “Credit Facility”), consisting of a $700 million revolving credit facility and a $300 million Term Loan A facility. The interest rates payable on the loans are, at our option, equal to either a LIBOR rate or a base rate plus an applicable margin, which ranges from 1.0% to 2.0% per annum for LIBOR loans and 0.0% to 1.0% per annum for base rate loans, in each case, depending on the credit ratings assigned to the Credit Facility. At December 31, 2013, the applicable margin was 1.75% for LIBOR loans and 0.75% for base rate loans, which was reduced to 1.50% and 0.50%, respectively, in the first quarter of 2014. See Note 15 for further details. In addition, the Company is required to pay a commitment fee on the unused portion of the commitments under the revolving facility at a rate that ranges from 0.15% to 0.35% per annum, depending on the credit ratings assigned to the Credit Facility. At December 31, 2013, the commitment fee rate was 0.30%, which was reduced to 0.25% in the first quarter of 2014. GLP Capital is not required to repay any loans under the Credit Facility prior to maturity on October 28, 2018. GLP Capital may prepay all or any portion of the loans under the Credit Facility prior to maturity without premium or penalty, subject to reimbursement of any LIBOR breakage costs of the lenders. The Credit Facility is guaranteed by GLPI.

 

The Company’s Credit Facility had a gross outstanding balance of $300 million at December 31, 2013, consisting of the $300 million Term Loan A facility. No balances were outstanding on the revolving credit facility at December 31, 2013.

 

The Credit Facility contains customary covenants that, among other things, restrict, subject to certain exceptions, the ability of GLPI and its subsidiaries, to grant liens on their assets, incur indebtedness, sell assets, make investments, engage in acquisitions, mergers or consolidations or pay certain dividends and other restricted payments. The Credit Facility contains the following financial covenants, which are measured quarterly on a trailing four-quarter basis: a maximum total debt to

 

16



 

total asset value ratio, a maximum senior secured debt to total asset value ratio, a maximum ratio of certain recourse debt to unencumbered asset value and a minimum fixed charge coverage ratio. In addition, GLPI is required to maintain a minimum tangible net worth. GLPI is required to maintain its status as a REIT on and after the effective date of its election to be treated as a REIT, which election GLPI intends to make on its U.S. federal income tax return for its first full fiscal year following the Spin-Off. GLPI is permitted to pay dividends to its shareholders as may be required in order to maintain REIT status, subject to the absence of payment or bankruptcy defaults. GLPI is also permitted to make other dividends and distributions subject to pro forma compliance with the financial covenants and the absence of defaults. The Credit Facility also contains certain customary affirmative covenants and events of default. Such events of default include the occurrence of a change of control and termination of the Master Lease (subject to certain replacement rights). The occurrence and continuance of an event of default under the Credit Facility will enable the lenders under the Credit Facility to accelerate the loans, and terminate the commitments, thereunder.

 

On October 30 and 31, 2013, the Company completed offerings of $2,050 million aggregate principal amount of three series of new senior notes issued by two of GLPI’s wholly-owned subsidiaries (the “Issuers”): $550 million of 4.375% Senior Notes due 2018 (the “2018 Notes”); $1,000 million of 4.875% Senior Notes due 2020 (the “2020 Notes”); and $500 million of 5.375% Senior Notes due 2023 (the “2023 Notes,” and collectively with the 2018 Notes and the 2020 Notes, the “Notes”). The 2018 Notes mature on November 1, 2018 and bear interest at a rate of 4.375% per year. The 2020 Notes mature on November 1, 2020 and bear interest at a rate of 4.875% per year. The 2023 Notes mature on November 1, 2023 and bear interest at a rate of 5.375% per year. Interest on the Notes is payable on May 1 and November 1 of each year, beginning on May 1, 2014.

 

The Company may redeem the Notes of any series at any time, and from time to time, at a redemption price of 100% of the principal amount of the Notes redeemed, plus a “make-whole” redemption premium described in the indenture governing the Notes, together with accrued and unpaid interest to, but not including, the redemption date, except that if Notes of a series are redeemed 90 or fewer days prior to their maturity, the redemption price will be 100% of the principal amount of the Notes redeemed, together with accrued and unpaid interest to, but not including, the redemption date. If GLPI experiences a change of control accompanied by a decline in the credit rating of the Notes of a particular series, the Company will be required to give holders of the Notes of such series the opportunity to sell their Notes of such series at a price equal to 101% of the principal amount of the Notes of such series, together with accrued and unpaid interest to, but not including, the repurchase date. The Notes also are subject to mandatory redemption requirements imposed by gaming laws and regulations.

 

The Notes are guaranteed on a senior unsecured basis by GLPI. The Notes are the Issuers’ senior unsecured obligations and rank pari passu in right of payment with all of the Issuers’ senior indebtedness, including the Credit Facility, and senior in right of payment to all of the Issuers’ subordinated indebtedness, without giving effect to collateral arrangements.

 

The Notes contain covenants limiting the Issuers’ ability to: incur additional debt and use their assets to secure debt; merge or consolidate with another company; and make certain amendments to the Master Lease. The Notes also require the Issuers to maintain a specified ratio of unencumbered assets to unsecured debt. These covenants are subject to a number of important and significant limitations, qualifications and exceptions.

 

GLPI used the proceeds of the 2018 Notes and the 2023 Notes, together with borrowings under the Credit Facility, to make distributions directly or indirectly, to Penn in partial exchange for the contribution of real property assets to GLPI in connection with the Spin-Off and to pay related fees and expenses. A portion of the net proceeds from the 2020 Notes was used to repay certain amounts drawn under the revolving portion of the Credit Facility and the remaining net proceeds were used to fund the Purging Distribution by GLPI of accumulated earnings and profits on its real property assets in order to comply with certain REIT qualification requirements. The proceeds of additional revolving loans under the Credit Facility will be used for working capital, to fund permitted dividends, distributions and acquisitions, for general corporate purposes and for any other purpose not prohibited by the documentation governing the Credit Facility.

 

At December 31, 2013, the Company was in compliance with all required financial covenants.

 

7. Commitments and Contingencies

 

Litigation

 

Pursuant to a Separation and Distribution Agreement between Penn and GLPI, any liability arising from or relating to legal proceedings involving the businesses and operations of Penn’s real property holdings prior to the Spin-Off (other than any liability arising from or relating to legal proceedings where the dispute arises from the operation or ownership of the TRS Properties) will be retained by Penn and Penn will indemnify GLPI (and its subsidiaries, directors, officers, employees and agents and certain other related parties) against any losses it may incur arising from or relating to such legal proceedings.

 

17



 

The Company is subject to various legal and administrative proceedings relating to personal injuries, employment matters, commercial transactions, and other matters arising in the normal course of business. The Company does not believe that the final outcome of these matters will have a material adverse effect on the Company’s consolidated financial position or results of operations. In addition, the Company maintains what it believes is adequate insurance coverage to further mitigate the risks of such proceedings. However, such proceedings can be costly, time consuming, and unpredictable and, therefore, no assurance can be given that the final outcome of such proceedings may not materially impact the Company’s financial condition or results of operations. Further, no assurance can be given that the amount or scope of existing insurance coverage will be sufficient to cover losses arising from such matters.

 

Operating Lease Commitments

 

As part of the Spin-Off, Penn assigned to GLPI various leases on the property acquired in connection with the Spin-Off. The following is a description of some of the more significant lease contracts that Penn assigned to GLPI. Total rental expense under these agreements was $0.4 million for the year ended December 31, 2013 (which covers the period subsequent to the Spin-Off date).

 

One of Penn’s subsidiaries entered into a lease agreement for the land utilized in connection with the operations of a casino in Biloxi, Mississippi. The lease commenced March 3, 1994 and is for a term of 99 years. The annual rental payments are increased every 5 years by fifteen percent and will be $0.2 million for 2014. The next reset period is in March 2014.

 

One of Penn’s subsidiaries entered into a lease agreement for the land utilized in connection with the operations of a casino in Tunica, Mississippi. The lease commenced on October 11, 1993 with a five year initial term and nine five year renewals at the tenant’s option. The lease agreement has an annual fixed rent provision, as well as an annual revenue-sharing provisions, which is equal to the result obtained by subtracting the fixed rent provision from 4% of gross revenues.

 

One of Penn’s subsidiaries has an operating lease with the City of Bangor which covers the permanent casino facility that opened on July 1, 2008. Under the lease agreement, there is a fixed rent provision which GLPI is responsible for which totals $0.1 million per year. The final term of the lease, which commenced with the opening of the permanent facility, is for an initial term of fifteen years, with three ten-year renewal options.

 

The future minimum lease commitments relating to the base lease rent portion of noncancelable operating leases at December 31, 2013 are as follows (in thousands):

 

Year ending December 31,

 

 

 

2014

 

$

1,013

 

2015

 

314

 

2016

 

302

 

2017

 

316

 

2018

 

334

 

Thereafter

 

44,178

 

Total

 

$

46,457

 

 

In addition, for the TRS Properties, the Company is liable under numerous operating leases for equipment and other miscellaneous assets, which expire at various dates through 2015. Total rental expense under these agreements was $1.4 million, $1.6 million and $1.6 million for the years ended December 31, 2013, 2012 and 2011, respectively.

 

Capital Expenditure Commitments

 

The Company’s current construction program for 2014 calls for capital expenditures of approximately $137.4 million, of which the Company was contractually committed to spend approximately $34.5 million at December 31, 2013, related to the two Ohio racetracks scheduled to be opened in the fall of 2014.

 

Additionally, as part of the Spin-Off, GLPI is committed to fund certain projects in development at Penn, including a new gaming and entertainment destination in Philadelphia, PA and an integrated racing and gaming facility in Lawrence County, near Pittsburgh (the last of the Category 1 sites in Pennsylvania). If Penn is selected for both of these projects, GLPI would provide real estate financing in the form of a loan or lease up to $418.5 million for these two projects.

 

18



 

Purchase obligations

 

The Company has obligations to purchase various goods and services totaling $1.4 million at December 31, 2013, of which $1.1 million will be incurred in 2014.

 

Employee Benefit Plans

 

The Company maintains a profit-sharing plan under the provisions of Section 401(k) of the Internal Revenue Code of 1986, as amended, which covers all eligible employees. The plan enables participating employees to defer a portion of their salary in a retirement fund to be administered by the Company. The Company makes a discretionary match contribution of 50% of employees’ elective salary deferrals, up to a maximum of 6% of eligible employee compensation. The matching contributions for the profit-sharing plan for all years ended December 31, 2013, 2012 and 2011 were $0.2 million.

 

The Company maintains a non-qualified deferred compensation plan that covers most management and other highly-compensated employees. The plan allows the participants to defer, on a pre-tax basis, a portion of their base annual salary and/or their annual bonus, and earn tax-deferred earnings on these deferrals. The plan also provides for matching Company contributions that vest over a five-year period. The Company has established a Trust, and transfers to the Trust, on a periodic basis, an amount necessary to provide for its respective future liabilities with respect to participant deferral and Company contribution amounts. The Company’s matching contributions for the non-qualified deferred compensation plan for the years ended December 31, 2013, 2012 and 2011 were $0.3 million, $0.1 million and $0.1 million, respectively. The Company’s deferred compensation liability, which was included in other current liabilities within the consolidated balance sheet, was $12.8 million at December 31, 2013 and relates primarily to balances contributed to use as part of the Spin-Off related to our executive officers that were previously employed by Penn.

 

Labor Agreements

 

Some of Hollywood Casino Perryville’s employees are currently represented by labor unions. The Seafarers Entertainment and Allied Trade Union represents 128 of Hollywood Casino Perryville’s employees under an agreement that expires in February 2020. Additionally, Local No. 27 United Food and Commercial Workers and United Industrial Service Transportation Professional and Government Workers of North America represent certain employees under collective bargaining agreements that expire in 2020, neither of which represents more than 50 of Hollywood Casino Perryville’s employees. If the Company fails to renew or modify existing agreements on satisfactory terms, this failure could have a material adverse effect on Hollywood Casino Perryville’s business, financial condition and results of operations. There can be no assurance that Hollywood Casino Perryville will be able to maintain these agreements.

 

8. Income Taxes

 

Deferred tax assets and liabilities are provided for the effects of temporary differences between the tax basis of an asset or liability and its reported amount in the consolidated balance sheets. These temporary differences result in taxable or deductible amounts in future years. The components of the Company’s deferred tax assets and liabilities are as follows:

 

Year ended December 31,

 

2013

 

2012

 

 

 

(in thousands)

 

Deferred tax assets:

 

 

 

 

 

Accrued expenses

 

$

2,228

 

$

2,859

 

Net deferred tax assets

 

2,228

 

2,859

 

Deferred tax liabilities:

 

 

 

 

 

Property, plant and equipment

 

(3,459

)

(7,840

)

Intangibles

 

(823

)

(577

)

Net deferred tax liabilities

 

(4,282

)

(8,417

)

Net:

 

$

(2,054

)

$

(5,558

)

 

19



 

The provision for income taxes charged to operations for years ended December 31, 2013, 2012 and 2011 was as follows:

 

Year ended December 31,

 

2013

 

2012

 

2011

 

 

 

(in thousands)

 

Current tax expense

 

 

 

 

 

 

 

Federal

 

$

19,429

 

$

12,216

 

$

21,048

 

State

 

3,513

 

2,303

 

4,341

 

Total current

 

22,942

 

14,519

 

25,389

 

Deferred tax (benefit) expense

 

 

 

 

 

 

 

Federal

 

(7,624

)

64

 

(6,780

)

State

 

1,978

 

(152

)

266

 

Total deferred

 

(5,646

)

(88

)

(6,514

)

Total provision

 

$

17,296

 

$

14,431

 

$

18,875

 

 

The following tables reconcile the statutory federal income tax rate to the actual effective income tax rate for the years ended December 31, 2013, 2012 and 2011:

 

Year ended December 31,

 

2013

 

2012

 

2011

 

Percent of pretax income

 

 

 

 

 

 

 

U.S. federal statutory income tax rate

 

35.0

%

35.0

%

35.0

%

State and local income taxes

 

10.4

%

3.0

%

6.6

%

Nondeductible transaction costs

 

7.5

%

0.0

%

0.0

%

REIT conversion benefit

 

(5.3

)%

0.0

%

0.0

%

Other permanent differences

 

(0.8

)%

0.1

%

0.2

%

Other miscellaneous items

 

(0.2

)%

0.5

%

(0.4

)%

 

 

46.6

%

38.6

%

41.4

%

 

Year ended December 31,

 

2013

 

2012

 

2011

 

 

 

(in thousands)

 

Amount based upon pretax income

 

 

 

 

 

 

 

U.S. federal statutory income tax

 

$

12,994

 

$

13,073

 

$

15,945

 

State and local income taxes

 

3,840

 

1,126

 

3,016

 

Nondeductible transaction costs

 

2,793

 

 

 

REIT conversion benefit

 

(1,959

)

 

 

Permanent differences

 

(268

)

30

 

72

 

Other miscellaneous items

 

(104

)

202

 

(158

)

 

 

$

17,296

 

$

14,431

 

$

18,875

 

 

9. Dividends

 

On February 18, 2014, GLPI made the Purging Distribution of $1.05 billion, of which approximately $210.0 million was made in cash with the remainder in GLPI common stock to distribute the accumulated earnings and profits related to the real property assets and attributable to any pre-REIT years, including any earnings and profits allocated to GLPI in connection with the Spin-Off. In addition, on February 18, 2014, the Company’s Board of Directors declared its first quarterly dividend. Shareholders of record on March 7, 2014 will receive $0.52 per common share, payable on March 28, 2014. See Note 15 for further details.

 

10. Stock-Based Compensation

 

The Company can issue up to 5,147,059 shares of Common Stock under the 2013 Long Term Incentive Compensation Plan (the “2013 Plan”) that was approved by shareholders on October 23, 2013. The 2013 Plan provides for the Company to issue stock options (incentive and/or non-qualified), stock appreciation rights, restricted stock awards, phantom stock units and other equity or cash based awards to employees. Any director, employee or consultant shall be eligible to receive such awards. No awards were granted under the 2013 Plan as of December 31, 2013.

 

20



 

In connection with the Spin-Off of GLPI, employee stock options and cash settled stock appreciation rights of Penn were converted through the issuance of GLPI employee stock options and GLPI cash settled stock appreciation rights and an adjustment to the exercise prices of their Penn awards. The number of options and cash settled stock appreciation rights, subject to and the exercise price of each converted award was adjusted to preserve the same intrinsic value of the awards that existed immediately prior to the Spin-Off. These awards are not counted against the 2013 Plan limit mentioned above.

 

Holders of outstanding restricted stock awards and cash settled phantom stock unit awards received an additional share of restricted stock or cash settled phantom stock unit awards in GLPI common stock at the Spin-Off so that the intrinsic value of these awards were equivalent to those that existed immediately prior to the Spin-Off.

 

The unrecognized compensation at the time of the Spin-Off related to both Penn and GLPI’s stock options and restricted stock awards held by GLPI employees will be amortized to expense over the awards’ remaining vesting periods. As of December 31, 2013, there was $6.8 million and $4.7 million of total unrecognized compensation cost for stock options and restricted stock awards, respectively, that will be recognized over the grants remaining weighted average vesting period of 1.68 years and 3.05 years, respectively. For the year ended December 31, 2013, the Company recognized $1.6 million of compensation expense associated with these awards.

 

The following tables contain information on stock options issued and outstanding for the year ended December 31, 2013 as well as restricted shares:

 

 

 

Number of
Option Shares

 

Weighted-
Average
Exercise
Price

 

Weighted-
Average
Remaining
Contractual
Term (in years)

 

Aggregate
Intrinsic Value
(in thousands)

 

Outstanding at December 31, 2012

 

 

$

 

 

 

 

 

Options transferred on Spin-Off date

 

10,396,889

 

24.35

 

 

 

 

 

Exercised

 

(57,811

)

24.75

 

 

 

 

 

Canceled

 

(625

)

20.85

 

 

 

 

 

Outstanding at December 31, 2013

 

10,338,453

 

$

24.34

 

3.15

 

$

270,222

 

 

 

 

Exercise Price Range

 

Total

 

 

 

$9.32 to
$22.41

 

$22.90 to
$29.10

 

$29.19 to
$47.40

 

$9.32 to
$47.40

 

Outstanding options

 

 

 

 

 

 

 

 

 

Number outstanding

 

4,049,443

 

3,555,573

 

2,733,437

 

10,338,453

 

Weighted-average remaining contractual life (years)

 

1.94

 

3.69

 

4.16

 

3.15

 

Weighted-average exercise price

 

$

19.54

 

$

25.16

 

$

30.41

 

$

24.34

 

Exercisable options

 

 

 

 

 

 

 

 

 

Number outstanding

 

3,621,045

 

2,805,381

 

1,504,710

 

7,931,136

 

Weighted-average exercise price

 

$

19.38

 

$

24.68

 

$

31.36

 

$

23.53

 

 

 

 

Number of
Award
Shares

 

Outstanding at December 31, 2012

 

 

Amounts transferred in connection with Spin-Off

 

419,067

 

Released

 

 

Canceled

 

 

Outstanding at December 31, 2013

 

419,067

 

 

The Company had 7,931,136 stock options that were exercisable at December 31, 2013 with a weighted average exercise price of $23.53 which had an intrinsic value of $213.8 million. The aggregate intrinsic value of stock options exercised during 2013 was $1.3 million. The Company issues new authorized common shares to satisfy stock option exercises and plans to do the same for restricted stock lapses once they occur.

 

21



 

Additionally, there was $9.4 million of total unrecognized compensation cost at December 31, 2013, which will be recognized over the awards remaining weighted average vesting period of 2.55 years, for Penn and GLPI PSUs held by GLPI employees that will be cash-settled by GLPI. For the year ended December 31, 2013, the Company recognized $1.2 million of compensation expense associated with these awards.

 

In addition, there was $0.5 million of total unrecognized compensation cost at December 31, 2013, which will be recognized over the grants remaining weighted average vesting period of 1.84 years, for Penn and GLPI SARs held by GLPI employees that will be cash-settled by GLPI. For the year ended December 31, 2013, the Company recognized $0.2 million of compensation expense associated with these awards.

 

See Note 15 for a discussion on the impact of the Purging Distribution on the Company’s compensation awards.

 

11. Segment Information

 

The following tables present certain information with respect to the Company’s segments. Intersegment revenues between the Company’s segments were not material in any of the periods presented below.

 

 

 

GLP
Capital(1)

 

TRS
Properties

 

Total

 

 

 

(in thousands)

 

For the year ended December 31, 2013

 

 

 

 

 

 

 

Net revenues

 

$

76,557

 

$

165,572

 

$

242,129

 

Income from operations

 

34,333

 

26,249

 

60,582

 

Interest expense

 

19,254

 

 

19,254

 

Income from operations before income taxes

 

15,079

 

22,047

 

37,126

 

Income tax provision

 

8,467

 

8,829

 

17,296

 

Net income

 

6,612

 

13,218

 

19,830

 

Depreciation

 

14,896

 

14,027

 

28,923

 

Capital expenditures

 

13,042

 

3,386

 

16,428

 

For the year ended December 31, 2012

 

 

 

 

 

 

 

Net revenues

 

$

 

$

210,643

 

$

210,643

 

Income from operations

 

 

43,668

 

43,668

 

Interest expense

 

 

 

 

Income from operations before income taxes

 

 

37,350

 

37,350

 

Income tax provision

 

 

14,431

 

14,431

 

Net income

 

 

22,919

 

22,919

 

Depreciation

 

 

14,090

 

14,090

 

Capital expenditures

 

 

5,190

 

5,190

 

For the year ended December 31, 2011

 

 

 

 

 

 

 

Net revenues

 

$

 

$

231,884

 

$

231,884

 

Income from operations

 

 

52,513

 

52,513

 

Interest expense

 

 

 

 

Income from operations before income taxes

 

 

45,559

 

45,559

 

Income tax provision

 

 

18,875

 

18,875

 

Net income

 

 

26,684

 

26,684

 

Depreciation

 

 

14,568

 

14,568

 

Capital expenditures

 

 

8,288

 

8,288

 

Balance sheet at December 31, 2013

 

 

 

 

 

 

 

Total assets

 

2,379,243

 

229,996

 

2,609,239

 

Balance sheet at December 31, 2012

 

 

 

 

 

 

 

Total assets

 

 

267,075

 

267,075

 

 


(1)                                 GLP Capital operations commenced November 1, 2013 in connection with the Spin-Off. For the year ended December 31, 2013, all revenues in the GLP Capital segment were attributable from Penn under the terms of the Master Lease. Results included transaction costs associated with the Spin-Off of $13.5 million.

 

22



 

12. Summarized Quarterly Data (Unaudited)

 

The following table summarizes the quarterly results of operations for the years ended December 31, 2013 and 2012:

 

 

 

Fiscal Quarter

 

 

 

First

 

Second

 

Third

 

Fourth

 

 

 

(in thousands, except per share data)

 

2013

 

 

 

 

 

 

 

 

 

Net revenues

 

$

42,648

 

$

46,072

 

$

39,633

 

$

113,776

 

Income from operations

 

6,811

 

9,090

 

5,665

 

39,016

 

Net income

 

3,216

 

4,699

 

2,681

 

9,234

 

Earnings per common share:

 

 

 

 

 

 

 

 

 

Basic earnings per common share

 

$

0.04

 

$

0.04

 

$

0.02

 

$

0.08

 

Diluted earnings per common share

 

$

0.03

 

$

0.04

 

$

0.02

 

$

0.08

 

2012

 

 

 

 

 

 

 

 

 

Net revenues

 

$

66,909

 

$

60,252

 

$

45,823

 

$

37,659

 

Income from operations

 

16,507

 

14,472

 

8,155

 

4,534

 

Net income

 

8,665

 

7,618

 

4,530

 

2,106

 

Earnings per common share:

 

 

 

 

 

 

 

 

 

Basic earnings per common share

 

$

0.08

 

$

0.07

 

$

0.04

 

$

0.02

 

Diluted earnings per common share

 

$

0.07

 

$

0.07

 

$

0.04

 

$

0.02

 

 

During the fourth quarter of 2013, the Company had rental revenue related to the Master Lease, which became effective November 1, 2013, of $76.6 million.

 

During the fourth quarter of 2013, the Company incurred transaction costs of $13.5 million associated with the Spin-Off.

 

During the fourth quarter of 2013, the Company incurred depreciation expense of $14.8 million related to the real property assets transferred to GLPI as part of the Spin-Off.

 

In October 2013, GLP Capital entered into a new five year senior unsecured credit facility and completed offerings of $2,050 million aggregate principal amount of new senior notes. During the fourth quarter of 2013, the Company incurred interest expense of $19.3 million related to its new borrowings.

 

13. Pre-Spin Transactions with Penn

 

Before the Spin-Off, Hollywood Casino Baton Rouge and Hollywood Casino Perryville had a corporate overhead assessment with Penn, whereby Penn provided various management services in consideration of a management fee equal to 3% of net revenues. The Company incurred and paid management fees of $4.2 million, $6.3 million and $7.0 million for the years ended December 31, 2013 (before the Spin-Off), 2012 and 2011, respectively. In connection with the completion of the Spin-Off, the management fee agreements between Penn and Hollywood Casino Baton Rouge and Hollywood Casino Perryville were terminated.

 

Hollywood Casino Baton Rouge and Hollywood Casino Perryville had cumulative net advances of $43.3 million at December 31, 2012. The advances were the result of operating cash flows generated by Hollywood Casino Baton Rouge and Hollywood Casino Perryville in excess of intercompany allocations such as the management fee agreement. As part of the Spin-Off, these amounts were forgiven.

 

14. Supplemental Disclosures of Cash Flow Information

 

Prior to the Spin-Off, the Company’s Hollywood Casino Baton Rouge and Hollywood Casino Perryville paid no federal income taxes directly to tax authorities and instead settled all intercompany balances with Penn. These settlements included, among other things, the share of the income taxes allocated by Penn to Hollywood Casino Baton Rouge and Hollywood Casino Perryville. The amounts paid to Penn for Hollywood Casino Baton Rouge and Hollywood Casino Perryville’s allocated share of federal income taxes was $9.4 million, $13.2 million and $15.1 million for the years ended December 31, 2013, 2012 and 2011, respectively. Their first federal income taxes payment directly to tax authorities will occur in early 2014. Hollywood Casino Baton Rouge and Hollywood Casino Perryville made state income tax payments

 

23



 

directly to the state authorities of $1.6 million, $2.8 million and $3.3 million for the years ended December 31, 2013, 2012 and 2011, respectively. Cash paid for interest was $0.8 million for the year ended December 31, 2013 and no interest was paid for the years ended December 31, 2012 and 2011.

 

15. Subsequent Events

 

In January 2014, the Company completed the acquisition of the real estate assets associated with the Casino Queen in East St. Louis, Illinois for $140 million. Simultaneously with the acquisition, GLPI also provided Casino Queen with a $43 million, five year term loan at 7% interest, pre-payable at any time, which, together with the sale proceeds, completely refinanced and retired all of Casino Queen’s outstanding long-term debt obligations. GLPI leased the property back to Casino Queen on a triple net basis for approximately $14 million in rent per year. The initial lease term is 15 years, with an option to renew for four successive five year terms.

 

Upon the declaration of the Purging Distribution, GLPI options and GLPI SARs were adjusted in a manner that preserved both the pre-distribution intrinsic value of the options and SARs and the pre-distribution ratio of the stock price to exercise price that existed immediately before the Purging Distribution. Additionally, upon declaration of the Purging Distribution, holders of GLPI PSUs were credited with the special dividend, which will accrue and be paid, if applicable, on the vesting date of the related PSU. Holders of GLPI restricted stock will be entitled to receive the special dividend with respect to such restricted stock on the same date or dates that the special dividend is payable on GLPI common stock to shareholders of GLPI generally.

 

On February 18, 2014, GLPI made the Purging Distribution, which totaled $1.05 billion and was comprised of cash and GLPI common stock, to distribute the accumulated earnings and profits related to the real property assets and attributable to any pre-REIT years, including any earnings and profits allocated to GLPI in connection with the Spin-Off. Shareholders were given the option to elect either an all-cash or all-stock dividend, subject to a total cash limitation of $210 million. Of the 88,691,827 shares of common stock outstanding on the record date, approximately 54.3% elected the cash distribution and approximately 45.7% elected a stock distribution or made no election. Shareholders electing cash received $4.358049 plus 0.195747 additional GLPI shares per common share held on the record date. Shareholders electing stock received 0.309784 additional GLPI shares per common share held on the record date. Stock dividends were paid based on the volume weighted average price for the three trading days ended February 13, 2014 of $38.2162 per share. Approximately 22.0 million shares were issued in connection with this dividend payment.

 

Additionally, on February 18, 2014, the Company’s Board of Directors declared its first quarterly dividend of $0.52 per common share payable on March 28, 2014 to shareholders of record on March 7, 2014.

 

In the first quarter of 2014, the applicable margin for LIBOR loans and base rate loans was reduced to 1.50% and 0.50%, respectively, and the commitment fee rate on the unused portion of the commitments under the revolving facility was reduced to 0.25%.

 

16.  Supplementary Condensed Consolidating Financial Information of Parent Guarantor and Subsidiary Issuers

 

GLPI guarantees the 2018 Notes, the 2020 Notes and the 2023 Notes issued by its subsidiaries, GLP Capital, L.P. and GLP Financing II, Inc. Each of the subsidiary issuers is 100% owned by GLPI. The guarantees of GLPI are full and unconditional. GLPI is not subject to any material or significant restrictions on its ability to obtain funds from its subsidiaries by dividend or loan or to transfer assets from such subsidiaries, except as provided by applicable law. No subsidiaries of GLPI guarantee the Notes.

 

Summarized financial information for the years ended December 31, 2013, 2012 and 2011 for GLPI as the parent guarantor, for GLP Capital, L.P. and GLP Financing II, Inc. as the subsidiary issuers and the other subsidiary non-issuers is presented below.

 

24



 

 

 

 

 

 

 

Other

 

 

 

 

 

 

 

Parent

 

Subsidiary

 

Subsidiary

 

 

 

 

 

 

 

Guarantor

 

Issuers

 

Non-Issuers

 

Eliminations

 

Consolidated

 

 

 

(in thousands)

 

At December 31, 2013

 

 

 

 

 

 

 

 

 

 

 

Condensed Consolidating Balance Sheet

 

 

 

 

 

 

 

 

 

 

 

Real estate investments, net

 

$

 

$

2,010,303

 

$

 

$

 

$

2,010,303

 

Intercompany transactions and investment in subsidiaries

 

104,391

 

208,739

 

308,157

 

(621,287

)

 

Other

 

83,083

 

285,514

 

229,996

 

343

 

598,936

 

Total assets

 

$

187,474

 

$

2,504,556

 

$

538,153

 

$

(620,944

)

$

2,609,239

 

 

 

 

 

 

 

 

 

 

 

 

 

Other liabilities

 

$

45,045

 

$

47,906

 

$

23,516

 

$

343

 

$

116,810

 

Intercompany debt

 

 

 

 

 

 

Long-term debt

 

 

2,350,000

 

 

 

2,350,000

 

Total shareholders’ equity

 

142,429

 

106,650

 

514,637

 

(621,287

)

142,429

 

Total liabilities and shareholders’ equity

 

$

187,474

 

$

2,504,556

 

$

538,153

 

$

(620,944

)

$

2,609,239

 

 

 

 

 

 

 

 

 

 

 

 

 

Year Ended December 31, 2013

 

 

 

 

 

 

 

 

 

 

 

Condensed Consolidating Statement of Operations

 

 

 

 

 

 

 

 

 

 

 

Net revenues

 

$

 

$

76,557

 

$

165,572

 

$

 

$

242,129

 

Operating expenses

 

19,800

 

22,424

 

139,323

 

 

181,547

 

Income (loss) from operations

 

(19,800

)

54,133

 

26,249

 

 

60,582

 

Other income (expenses)

 

 

 

 

 

 

 

 

 

 

 

Intercompany dividends and interest

 

68,955

 

 

 

68,955

 

(137,910

)

 

Other income (expenses)

 

 

(19,254

)

(4,202

)

 

(23,456

)

Total other income (expenses)

 

68,955

 

(19,254

)

64,753

 

(137,910

)

(23,456

)

Net income (loss) before income taxes

 

49,155

 

34,879

 

91,002

 

(137,910

)

37,126

 

Taxes on income

 

643

 

7,824

 

8,829

 

 

17,296

 

Net income (loss)

 

$

48,512

 

$

27,055

 

$

82,173

 

$

(137,910

)

$

19,830

 

 

 

 

 

 

 

 

 

 

 

 

 

Year Ended December 31, 2013

 

 

 

 

 

 

 

 

 

 

 

Condensed Consolidating Statement of Cash Flows

 

 

 

 

 

 

 

 

 

 

 

Net cash provided by (used in) operating activities

 

$

68,082

 

$

(81,887

)

$

94,437

 

$

 

$

80,632

 

Net cash used in investing activities

 

(5,562

)

(7,480

)

(3,233

)

 

(16,275

)

Net cash (used in) provided by financing activities

 

(19,719

)

310,463

 

(84,442

)

 

206,302

 

Net increase in cash and cash equivalents

 

42,801

 

221,096

 

6,762

 

 

270,659

 

Cash and cash equivalents at beginning of year

 

 

 

14,562

 

 

14,562

 

Cash and cash equivalents at end of year

 

$

42,801

 

$

221,096

 

$

21,324

 

$

 

$

285,221

 

 

25



 

 

 

 

 

 

 

Other

 

 

 

 

 

 

 

Parent

 

Subsidiary

 

Subsidiary

 

 

 

 

 

 

 

Guarantor

 

Issuers

 

Non-Issuers

 

Eliminations

 

Consolidated

 

 

 

(in thousands)

 

At December 31, 2012

 

 

 

 

 

 

 

 

 

 

 

Condensed Consolidating Balance Sheet

 

 

 

 

 

 

 

 

 

 

 

Total real estate assets

 

$

 

$

 

$

 

$

 

$

 

Total other assets

 

 

 

267,075

 

 

267,075

 

Total assets

 

$

 

$

 

$

267,075

 

$

 

$

267,075

 

 

 

 

 

 

 

 

 

 

 

 

 

Total other liabilities

 

$

 

$

 

$

30,745

 

$

 

$

30,745

 

Total long-term debt

 

 

 

 

 

 

Total shareholders’ equity

 

 

 

236,330

 

 

236,330

 

Total liabilities and shareholders’ equity

 

$

 

$

 

$

267,075

 

$

 

$

267,075

 

 

 

 

 

 

 

 

 

 

 

 

 

Year Ended December 31, 2012

 

 

 

 

 

 

 

 

 

 

 

Condensed Consolidating Statement of Operations

 

 

 

 

 

 

 

 

 

 

 

Net revenues

 

$

 

$

 

$

210,6