x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Maryland | 81-4177147 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
Large accelerated filer | o | Accelerated filer | o |
Non-accelerated filer | x (Do not check if a smaller reporting company) | Smaller reporting company | o |
Emerging growth company | o |
VICI PROPERTIES INC. | ||||
FORM 10-Q | ||||
FOR THE QUARTER ENDED JUNE 30, 2018 | ||||
TABLE OF CONTENTS | ||||
Page | ||||
PART I | FINANCIAL INFORMATION |
Item 1. | Financial Statements |
June 30, 2018 | December 31, 2017 | ||||||
Assets | |||||||
Real estate portfolio: | |||||||
Investments in direct financing leases, net | $ | 8,294,753 | $ | 8,268,643 | |||
Investments in operating leases | 1,110,400 | 1,110,400 | |||||
Land | 73,600 | 73,600 | |||||
Property and equipment used in operations, net | 73,029 | 74,300 | |||||
Cash and cash equivalents | 940,740 | 183,646 | |||||
Restricted cash | 13,808 | 13,760 | |||||
Short-term investments | 39,906 | — | |||||
Other assets | 18,467 | 15,363 | |||||
Total assets | $ | 10,564,703 | $ | 9,739,712 | |||
Liabilities | |||||||
Debt, net | $ | 4,120,141 | $ | 4,785,756 | |||
Accrued interest | 14,254 | 21,595 | |||||
Deferred financing liability | 73,600 | 73,600 | |||||
Deferred revenue | 71,961 | 68,117 | |||||
Dividends payable | 97,107 | — | |||||
Other liabilities | 10,979 | 10,562 | |||||
Deferred income taxes | 3,718 | 3,718 | |||||
Total liabilities | 4,391,760 | 4,963,348 | |||||
Commitments and Contingencies (Note 11) | |||||||
Stockholders’ equity | |||||||
Common stock, $0.01 par value, 700,000,000 shares authorized and 370,149,921 and 300,278,938 shares issued and outstanding at June 30, 2018 and December 31, 2017, respectively | 3,701 | 3,003 | |||||
Additional paid-in capital | 5,953,104 | 4,645,824 | |||||
Accumulated other comprehensive income | (4,640 | ) | — | ||||
Retained earnings | 137,444 | 42,662 | |||||
Total VICI stockholders’ equity | 6,089,609 | 4,691,489 | |||||
Non-controlling interests | 83,334 | 84,875 | |||||
Total stockholders’ equity | 6,172,943 | 4,776,364 | |||||
Total liabilities and stockholders’ equity | $ | 10,564,703 | $ | 9,739,712 |
Three Months Ended June 30, 2018 | Six Months Ended June 30, 2018 | ||||||
Revenues | |||||||
Income from direct financing leases | $ | 182,319 | $ | 364,355 | |||
Income from operating leases | 12,209 | 24,418 | |||||
Tenant reimbursement of property taxes | 18,932 | 36,175 | |||||
Golf operations | 7,515 | 14,303 | |||||
Revenues | 220,975 | 439,251 | |||||
Operating expenses | |||||||
General and administrative | 7,160 | 14,468 | |||||
Depreciation | 922 | 1,828 | |||||
Property taxes | 18,932 | 36,175 | |||||
Golf operations | 4,513 | 8,608 | |||||
Total operating expenses | 31,527 | 61,079 | |||||
Operating income | 189,448 | 378,172 | |||||
Interest expense | (51,440 | ) | (104,314 | ) | |||
Interest income | 3,799 | 5,477 | |||||
Loss from extinguishment of debt | — | (23,040 | ) | ||||
Income before income taxes | 141,807 | 256,295 | |||||
Income tax expense | (448 | ) | (832 | ) | |||
Net income | $ | 141,359 | $ | 255,463 | |||
Less: Net income attributable to non-controlling interests | (2,315 | ) | (4,297 | ) | |||
Net income attributable to common stockholders | $ | 139,044 | $ | 251,166 | |||
Net income per common share | |||||||
Basic | $ | 0.38 | $ | 0.70 | |||
Diluted | $ | 0.38 | $ | 0.70 | |||
Dividends declared per common share | $ | 0.2625 | $ | 0.4225 | |||
Weighted average number of common shares outstanding | |||||||
Basic | 369,932,843 | 356,454,441 | |||||
Diluted | 369,991,738 | 356,491,047 | |||||
Other comprehensive income | |||||||
Net income attributable to common stockholders | $ | 139,044 | $ | 251,166 | |||
Unrealized loss on cash flow hedges | (4,640 | ) | (4,640 | ) | |||
Comprehensive income attributable to common stockholders | $ | 134,404 | $ | 246,526 |
Common Stock | Additional Paid-in Capital | Accumulated Other Comprehensive Income | Retained Earnings | Total VICI Stockholders’ Equity | Non-controlling Interests | Total Stockholders’ Equity | |||||||||||||||||||||
Balance at December 31, 2017 | $ | 3,003 | $ | 4,645,824 | $ | — | $ | 42,662 | $ | 4,691,489 | $ | 84,875 | $ | 4,776,364 | |||||||||||||
Net income | — | — | — | 251,166 | 251,166 | 4,297 | 255,463 | ||||||||||||||||||||
Issuance of common stock from Initial Public Offering | 695 | 1,306,424 | — | — | 1,307,119 | — | 1,307,119 | ||||||||||||||||||||
Distributions to non-controlling interests | — | — | — | — | — | (5,838 | ) | (5,838 | ) | ||||||||||||||||||
Dividends declared | — | — | — | (156,384 | ) | (156,384 | ) | — | (156,384 | ) | |||||||||||||||||
Share-based compensation | 3 | 856 | — | — | 859 | — | 859 | ||||||||||||||||||||
Unrealized loss on cash flow hedges | — | — | (4,640 | ) | — | (4,640 | ) | — | (4,640 | ) | |||||||||||||||||
Balance at June 30, 2018 | $ | 3,701 | $ | 5,953,104 | $ | (4,640 | ) | $ | 137,444 | $ | 6,089,609 | $ | 83,334 | $ | 6,172,943 |
Six Months Ended June 30, 2018 | |||
Cash flows from operating activities | |||
Net income | $ | 255,463 | |
Adjustments to reconcile net income to cash flows provided by operating activities: | |||
Direct financing lease adjustments | (26,110 | ) | |
Share-based compensation | 859 | ||
Depreciation | 1,828 | ||
Amortization of debt issuance costs and original issue discount | 2,982 | ||
Loss on extinguishment of debt | 23,040 | ||
Change in operating assets and liabilities: | |||
Other assets | (3,679 | ) | |
Accrued interest | (7,341 | ) | |
Deferred revenue | 3,844 | ||
Other liabilities | (4,223 | ) | |
Net cash provided by operating activities | 246,663 | ||
Cash flows from investing activities | |||
Investments in short-term commercial paper | (39,906 | ) | |
Acquisition of property and equipment, net of change in related payables | (557 | ) | |
Net cash used in investing activities | (40,463 | ) | |
Cash flows from financing activities | |||
Proceeds from initial public offering of common stock | 1,307,119 | ||
Payment of Term Loan B Facility | (100,000 | ) | |
Payment of Revolving Credit Facility | (300,000 | ) | |
Payment of Second Lien Notes | (290,058 | ) | |
Debt issuance costs | (1,003 | ) | |
Distributions to non-controlling interests | (5,838 | ) | |
Dividends paid | (59,278 | ) | |
Net cash provided by financing activities | 550,942 | ||
Net increase in cash, cash equivalents and restricted cash | 757,142 | ||
Cash, cash equivalents and restricted cash, beginning of period | 197,406 | ||
Cash, cash equivalents and restricted cash, end of period | $ | 954,548 | |
Supplemental cash flow information: | |||
Cash paid for interest | $ | 107,822 | |
Cash paid for income taxes | $ | 1,024 | |
Supplemental non-cash investing and financing activity: | |||
Dividends declared, not paid | $ | 97,107 |
(In thousands) | June 30, 2018 | December 31, 2017 | |||||
Cash and cash equivalents | $ | 940,740 | $ | 183,646 | |||
Restricted cash | 13,808 | 13,760 | |||||
Total cash, cash equivalents and restricted cash shown in the Statement of Cash Flows | $ | 954,548 | $ | 197,406 |
(In thousands) | June 30, 2018 | December 31, 2017 | |||||
Minimum lease payments receivable under direct financing leases (1) | $ | 28,963,921 | $ | 29,302,166 | |||
Estimated residual values of leased property (not guaranteed) | 1,987,651 | 1,987,651 | |||||
Gross investment in direct financing leases | 30,951,572 | 31,289,817 | |||||
Unamortized initial direct costs | — | — | |||||
Less: Unearned income | (22,656,819 | ) | (23,021,174 | ) | |||
Investment in direct financing leases, net | 8,294,753 | 8,268,643 | |||||
Investment in operating leases (2) | 1,110,400 | 1,110,400 | |||||
Land (3) | 73,600 | 73,600 | |||||
Total Real estate portfolio | $ | 9,478,753 | $ | 9,452,643 |
(In thousands) | Three Months Ended June 30, 2018 | Six Months Ended June 30, 2018 | |||||
Income from direct financing leases | $ | 182,319 | $ | 364,355 | |||
Income from operating leases | 12,209 | 24,418 | |||||
Total leasing revenue | 194,528 | 388,773 | |||||
Less: Direct financing lease adjustment (1) | (13,197 | ) | (26,110 | ) | |||
Total contractual leasing revenue | $ | 181,331 | $ | 362,663 |
(In thousands) | Minimum Lease Payments (1) | ||
2018 (remaining) | $ | 363,213 | |
2019 | 730,060 | ||
2020 | 734,320 | ||
2021 | 738,656 | ||
2022 | 744,647 | ||
Thereafter | 27,329,701 | ||
Total | $ | 30,640,597 |
(In thousands) | June 30, 2018 | December 31, 2017 | |||||
Land and land improvements | $ | 58,223 | $ | 57,901 | |||
Buildings and improvements | 14,572 | 14,572 | |||||
Furniture and equipment | 2,813 | 2,578 | |||||
Total property and equipment used in operations | 75,608 | 75,051 | |||||
Less: accumulated depreciation | (2,579 | ) | (751 | ) | |||
Total property and equipment used in operations, net | $ | 73,029 | $ | 74,300 | |||
(In thousands) | Three Months Ended June 30, 2018 | Six Months Ended June 30, 2018 | |||||
Depreciation expense | $ | 922 | $ | 1,828 |
(In thousands) | June 30, 2018 | December 31, 2017 | |||||
Accounts payable | $ | 1,317 | $ | 5,207 | |||
Accrued payroll and other compensation | 2,506 | 2,559 | |||||
Derivative liability | 4,640 | — | |||||
Other accrued expenses | 2,516 | 2,796 | |||||
Total other liabilities | $ | 10,979 | $ | 10,562 |
($ in thousands) | June 30, 2018 | |||||||||||
Description of Debt | Final Maturity | Interest Rate | Face Value | Carrying Value(1) | ||||||||
VICI PropCo Senior Secured Credit Facilities | ||||||||||||
Senior Secured Revolving Credit Facility (“Revolving Credit Facility”) (2) | 2022 | L + 2.00% | $ | — | $ | — | ||||||
First Lien Senior Secured Term Loan (“Term Loan B Facility”) (3)(4) | 2024 | L + 2.00% | 2,100,000 | 2,071,661 | ||||||||
Second Priority Senior Secured Notes (“Second Lien Notes”) (5) | 2023 | 8.00% | 498,480 | 498,480 | ||||||||
CPLV Debt | ||||||||||||
CMBS Debt (the “CPLV CMBS Debt”) (6) | 2022 | 4.36% | 1,550,000 | 1,550,000 | ||||||||
Total Debt | $ | 4,148,480 | $ | 4,120,141 |
($ in thousands) | December 31, 2017 | |||||||||||
Description of Debt | Final Maturity | Interest Rate | Face Value | Carrying Value(1) | ||||||||
VICI PropCo Senior Secured Credit Facilities | ||||||||||||
Revolving Credit Facility (2) | 2022 | L + 2.25% | $ | 300,000 | $ | 300,000 | ||||||
Term Loan B Facility (3)(4) | 2024 | L + 2.25% | 2,200,000 | 2,168,864 | ||||||||
Second Lien Notes (5) | 2023 | 8.00% | 766,892 | 766,892 | ||||||||
CPLV Debt | ||||||||||||
CPLV CMBS Debt (6) | 2022 | 4.36% | 1,550,000 | 1,550,000 | ||||||||
Total Debt | $ | 4,816,892 | $ | 4,785,756 |
(1) | Carrying value is net of unamortized original issue discount and unamortized debt issuance costs incurred in conjunction with debt. |
(2) | Interest on any outstanding balance is payable monthly. Any unused balance is subject to a 0.5% commitment fee paid quarterly. |
(3) | Interest is payable monthly. On April 24, 2018, we entered into four interest rate swap agreements with third party financial institutions having an aggregate notional amount of $1.5 billion. The interest rate swaps are designated as cash flow hedges that effectively fix the LIBOR component of the interest rate on a portion of the outstanding debt at 2.8297%. |
(4) | Final maturity is December 2024 or, to the extent the Second Lien Notes remain outstanding, July 2023 (three months prior to the maturity of the Second Lien Notes). |
(5) | Interest is payable semi-annually. |
(6) | Interest is payable monthly. |
(In thousands) | Future Minimum Repayments | |||
2018 (remaining) | $ | — | ||
2019 | — | |||
2020 | — | |||
2021 | — | |||
2022 | 1,560,000 | |||
Thereafter | 2,588,480 | |||
Total minimum repayments | $ | 4,148,480 |
($ in thousands) | June 30, 2018 | |||||||||
Instrument | Number of Instruments | Fixed Rate | Notional | Index | Maturity | |||||
Interest Rate Swaps | 4 | 2.8297% | $1,500,000 | USD LIBOR | April 22, 2023 |
June 30, 2018 | |||||||
(In thousands) | Carrying Amount | Fair Value | |||||
Financial assets: | |||||||
Short-term investments | 39,906 | 39,906 | |||||
Financial liabilities: | |||||||
Derivative instruments - interest rate swaps | $ | 4,640 | $ | 4,640 |
June 30, 2018 | December 31, 2017 | ||||||||||||||
(In thousands) | Carrying Amount | Fair Value | Carrying Amount | Fair Value | |||||||||||
Financial assets: | |||||||||||||||
Cash and cash equivalents | $ | 940,740 | $ | 940,740 | $ | 183,646 | $ | 183,646 | |||||||
Restricted cash | 13,808 | 13,808 | 13,760 | 13,760 | |||||||||||
Financial liabilities: | |||||||||||||||
Debt | |||||||||||||||
Revolving Credit Facility | $ | — | $ | — | $ | 300,000 | $ | 300,000 | |||||||
Term Loan B Facility | 2,071,661 | 2,086,875 | 2,168,864 | 2,200,000 | |||||||||||
Second Lien Notes | 498,480 | 550,820 | 766,892 | 853,167 | |||||||||||
CPLV CMBS Debt | 1,550,000 | 1,546,167 | 1,550,000 | 1,559,486 |
(In thousands) | Lease Commitments | |||
2018 (remaining) | $ | 672 | ||
2019 | 1,242 | |||
2020 | 983 | |||
2021 | 933 | |||
2022 | 951 | |||
Thereafter | 17,865 | |||
Total minimum lease commitments | $ | 22,646 |
(In thousands) | Golf Operations Maintenance Agreements | |||
2018 (remaining) | $ | 1,396 | ||
2019 | 225 | |||
Total golf operations maintenance agreement commitments | $ | 1,621 |
(In thousands) | Three Months Ended June 30, 2018 | Six Months Ended June 30, 2018 | |||
Determination of shares: | |||||
Weighted-average common shares outstanding | 369,933 | 356,454 | |||
Assumed conversion of restricted stock | 59 | 37 | |||
Diluted weighted-average common shares outstanding | 369,992 | 356,491 |
Basic and Diluted Earnings Per Share | |||||||
(In thousands, except per share data) | Three Months Ended June 30, 2018 | Six Months Ended June 30, 2018 | |||||
Basic: | |||||||
Net income attributable to common stockholders | $ | 139,044 | $ | 251,166 | |||
Weighted-average common shares outstanding | 369,933 | 356,454 | |||||
Basic EPS | $ | 0.38 | $ | 0.70 | |||
Diluted: | |||||||
Net income attributable to common stockholders | $ | 139,044 | $ | 251,166 | |||
Diluted weighted-average common shares outstanding | 369,992 | 356,491 | |||||
Diluted EPS | $ | 0.38 | $ | 0.70 |
(In thousands, except per share data) | Shares | Weighted Average Grant Date Fair Value | ||||
Outstanding as of December 31, 2017 | 124 | $ | 15.61 | |||
Granted | 121 | 19.79 | ||||
Vested | (28 | ) | 19.97 | |||
Forfeited | — | — | ||||
Canceled | — | — | ||||
Outstanding as of June 30, 2018 | 217 | $ | 17.38 |
Three Months Ended June 30, 2018 | Six Months Ended June 30, 2018 | |||||||||||||||||||||||
(In thousands) | Real Property Business | Golf Course Business | VICI Consolidated | Real Property Business | Golf Course Business | VICI Consolidated | ||||||||||||||||||
Revenues | $ | 213,460 | $ | 7,515 | $ | 220,975 | $ | 424,948 | $ | 14,303 | $ | 439,251 | ||||||||||||
Operating income | 187,367 | 2,081 | 189,448 | 374,303 | 3,869 | 378,172 | ||||||||||||||||||
Interest expense | (51,440 | ) | — | (51,440 | ) | (104,314 | ) | — | (104,314 | ) | ||||||||||||||
Loss on extinguishment of debt | — | — | — | (23,040 | ) | — | (23,040 | ) | ||||||||||||||||
Income before income taxes | 139,726 | 2,081 | 141,807 | 252,426 | 3,869 | 256,295 | ||||||||||||||||||
Income tax expense | — | (448 | ) | (448 | ) | — | (832 | ) | (832 | ) | ||||||||||||||
Net income | 139,726 | 1,633 | 141,359 | 252,426 | 3,037 | 255,463 | ||||||||||||||||||
Depreciation | 2 | 920 | 922 | 2 | 1,826 | 1,828 | ||||||||||||||||||
Total assets | $ | 10,482,823 | $ | 81,880 | $ | 10,564,703 | $ | 10,482,823 | $ | 81,880 | $ | 10,564,703 |
Three Months Ended June 30, 2017 | Six Months Ended June 30, 2017 | |||||||
Revenues | ||||||||
Golf ($1,628 and $2,670 attributable to related parties) | $ | 3,894 | $ | 7,464 | ||||
Food and beverage | 580 | 1,105 | ||||||
Retail and other | 618 | 1,156 | ||||||
Net revenues | 5,092 | 9,725 | ||||||
Operating expenses | ||||||||
Direct | ||||||||
Golf | 1,831 | 3,627 | ||||||
Food and beverage | 468 | 884 | ||||||
Retail and other | 469 | 856 | ||||||
Property costs | 1,030 | 1,709 | ||||||
Depreciation | 796 | 1,601 | ||||||
Administrative and other | 498 | 1,048 | ||||||
Total operating expenses | 5,092 | 9,725 | ||||||
Net income | $ | — | $ | — |
Six Months Ended June 30, 2017 | |||
Cash flows from operating activities | |||
Net income (loss) | $ | — | |
Adjustments to reconcile net income to cash flows provided by operating activities: | |||
Depreciation | 1,601 | ||
Provisions for (recoveries of) bad debt | 12 | ||
Change in current assets and liabilities: | |||
Receivables | 13 | ||
Inventories | 21 | ||
Prepayments | (72 | ) | |
Accounts payable | (13 | ) | |
Accrued expenses | 74 | ||
Cash flows provided by operating activities | 1,636 | ||
Cash flows from investing activities | |||
Acquisitions of property and equipment, net of change in related payables | (200 | ) | |
Cash flows used in investing activities | (200 | ) | |
Cash flows from financing activities | |||
Repayments for capital leases | (14 | ) | |
Transactions with parent, net | (2,167 | ) | |
Cash flows used in financing activities | (2,181 | ) | |
Net increase (decrease) in cash and cash equivalents | (745 | ) | |
Cash and cash equivalents, beginning of period | 920 | ||
Cash and cash equivalents, end of period | $ | 175 |
Supplemental Cash Flow Information: | |||
Cash paid for interest | $ | — |
(In thousands) | ||||||||||
Transaction type | Recorded as: | Three Months Ended June 30, 2017 | Six Months Ended June 30, 2017 | |||||||
Insurance expense | Administrative and other | $ | 11 | $ | 25 | |||||
Allocation of indirect expenses from CEOC and Caesars’ affiliates (1) | Administrative and other | 90 | 174 | |||||||
Golf revenue from CEOC and Caesars’ affiliates (2) | Golf revenue | 1,426 | 2,329 | |||||||
Pass-through revenue with CEOC and Caesars’ affiliates (3) | Golf revenue | 202 | 341 | |||||||
Food and beverage revenue | 79 | 95 | ||||||||
Retail and other revenue | 63 | 88 |
(1) | The Statement of Operations included allocated overhead costs for certain functions historically performed by CEOC and Caesars’ affiliates, including allocations of direct and indirect operating and maintenance costs and expenses for procurement, logistics and general and administrative costs and expenses related to executive oversight, marketing, information technology, accounting, treasury, tax, and legal. These costs were allocated on the basis of either revenue or payroll costs. |
(2) | See Business and Basis of Presentation - Golf Revenue. |
(3) | Primarily includes transactions where CEOC and Caesars affiliates’ customers charge their golf, food and beverage and retail purchases directly to their hotel bill. Amounts collected from the customer by the hotel are remitted to the golf course. |
(In thousands) | |||
Operating Leases | |||
2017 (remaining) | $ | 430 | |
2018 | 873 | ||
2019 | 891 | ||
2020 | 908 | ||
2021 | 926 | ||
Thereafter | 20,234 | ||
Total minimum rental commitments | $ | 24,262 |
(In thousands) | |||
Maintenance Agreements | |||
2017 | $ | 1,375 | |
2018 | 2,969 | ||
2019 | 225 | ||
Total maintenance agreement commitments | $ | 4,569 |
Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations |
(In thousands) | Three Months Ended June 30, 2018 | Six Months Ended June 30, 2018 | |||||
Real property business revenue | $ | 213,460 | $ | 424,948 | |||
Golf course business revenue | 7,515 | 14,303 | |||||
Total revenue | $ | 220,975 | $ | 439,251 |
(In thousands) | Three Months Ended June 30, 2018 | Six Months Ended June 30, 2018 | |||||
Income from direct financing leases | $ | 182,319 | $ | 364,355 | |||
Income from operating leases | 12,209 | 24,418 | |||||
Total leasing revenue | 194,528 | 388,773 | |||||
Less: Direct financing lease adjustment (1) | (13,197 | ) | (26,110 | ) | |||
Total contractual leasing revenue | $ | 181,331 | $ | 362,663 |
(In thousands, except share data and per share data) | Three Months Ended June 30, 2018 | Six Months Ended June 30, 2018 | |||||
Net income attributable to common stockholders | $ | 139,044 | $ | 251,166 | |||
Real estate depreciation | — | — | |||||
FFO | 139,044 | 251,166 | |||||
Direct financing lease adjustments attributable to common stockholders | (12,863 | ) | (25,776 | ) | |||
Loss on extinguishment of debt | — | 23,040 | |||||
Non-cash stock-based compensation | 468 | 859 | |||||
Amortization of debt issuance costs and original issue discount | 1,489 | 2,982 | |||||
Other depreciation | 919 | 1,825 | |||||
Capital expenditures | (211 | ) | (557 | ) | |||
AFFO | 128,846 | 253,539 | |||||
Interest expense, net | 46,152 | 95,855 | |||||
Income tax expense | 448 | 832 | |||||
Adjusted EBITDA | $ | 175,446 | $ | 350,226 | |||
Net income per common share | |||||||
Basic and diluted | $ | 0.38 | $ | 0.70 | |||
FFO per common share | |||||||
Basic and diluted | $ | 0.38 | $ | 0.70 | |||
AFFO per common share | |||||||
Basic and diluted | $ | 0.35 | $ | 0.71 | |||
Weighted average number of common shares outstanding | |||||||
Basic | 369,932,843 | 356,454,441 | |||||
Diluted | 369,991,738 | 356,491,047 |
(In thousands) | Six Months Ended June 30, 2018 | ||||
Cash, cash equivalents and restricted cash | |||||
Provided by operating activities | $ | 246,663 | |||
Used in investing activities | (40,463 | ) | |||
Provided by financing activities | 550,942 | ||||
Net increase in cash, cash equivalents and restricted cash | 757,142 | ||||
Balance at December 31, 2017 | 197,406 | ||||
Balance at June 30, 2018 | $ | 954,548 |
• | Gross proceeds from our initial public offering of $1.4 billion of our common stock |
• | Repayment of $300.0 million on our Revolving Credit Facility; |
• | Repayment of $100.0 million on our Term Loan B Facility; |
• | Redemption of $268.4 million in aggregate principal amount of our Second Lien Notes; |
• | Dividend payments of $59.3 million and |
• | Costs of $84.5 million related to our initial public offering. |
Item 3. | Quantitative and Qualitative Disclosures About Market Risk |
Item 1. | Legal Proceedings |
Item 1A. | Risk Factors |
Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds |
Item 3. | Defaults Upon Senior Securities |
Item 4. | Mine Safety Disclosures |
Item 5. | Other Information |
Incorporated by Reference | ||||||||||
Exhibit Number | Exhibit Description | Filed Herewith | Form | Exhibit | Filing Date | |||||
- | 8-K | 2.1 | 6/19/2018 | |||||||
- | 8-K | 2.1 | 7/12/2018 | |||||||
- | 8-K | 2.2 | 7/12/2018 | |||||||
- | 8-K | 10.1 | 6/19/2018 | |||||||
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101.INS | XBRL Instance Document | X | ||||||||
101.SCH | XBRL Taxonomy Extension Schema Document | X | ||||||||
101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document | X | ||||||||
101.DEF | XBRL Taxonomy Extension Definition Linkbase Document | X | ||||||||
101.LAB | XBRL Taxonomy Extension Label Linkbase Document | X | ||||||||
101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document | X |
VICI PROPERTIES INC. | ||||
Signature | Title | Date | ||
/s/ EDWARD B. PITONIAK | Chief Executive Officer and Director | August 2, 2018 | ||
Edward B. Pitoniak | (Principal Executive Officer) | |||
/s/ DAVID A. KIESKE | Chief Financial Officer | August 2, 2018 | ||
David A. Kieske | (Principal Financial Officer) | |||
/s/ GABRIEL F. WASSERMAN | Chief Accounting Officer | August 2, 2018 | ||
Gabriel F. Wasserman | (Principal Accounting Officer) | |||
(i) | Executive’s commission of, guilty plea or plea of no contest to, a felony or a misdemeanor (or its equivalent under applicable law), |
(ii) | conduct by Executive that constitutes fraud or embezzlement, or any acts of dishonesty in relation to Executive’s duties with VICI REIT or the Company, |
(iii) | Executive’s gross negligence, bad faith, or misconduct which causes either reputational or economic harm to VICI REIT, the Company or any Company Affiliate, as determined by the Board in its sole discretion, |
(iv) | Executive’s willful refusal or failure to perform Executive’s duties hereunder, as determined by the Board in its sole discretion, |
(v) | Executive’s refusal or failure to perform any reasonable directive of VICI REIT or the Company, |
(vi) | Executive’s knowing misrepresentation of any material fact that the Company reasonably requests, |
(vii) | Executive being found unsuitable for, or having been denied, a gaming license, or having such license revoked by a gaming regulatory |
(viii) | Executive’s violation, as determined by the Board, of any securities, gaming, or employment laws, rules, or regulations, or |
(ix) | Executive’s breach of Executive’s obligations under this Agreement or violation of the Policies, as determined by the Board in its sole discretion. |
(i) | a reduction in Executive’s Base Salary or target or maximum bonus opportunity or failure to pay compensation due under this Agreement, which reduction only may be cured within ten (10) days following written notice by Executive; |
(ii) | a material diminution in Executive’s duties or responsibilities or the assignment to Executive of duties materially inconsistent with Executive's positions, titles, offices, duties, or responsibilities with |
(iii) | relocation of Executive’s principal business office to any location outside of New York, NY; or |
(iv) | any other material breach by VICI REIT or the Company of any of its obligations to the Executive under this Agreement. |
(i) | The Company shall pay the Accrued Obligations as set forth in Section 4.1. |
(ii) | Subject to Executive’s delivery of a separation agreement and release in the form attached hereto as Exhibit A (with such changes as may be necessary due to applicable law) (the “Separation Agreement”), which Separation Agreement shall have become irrevocable, and subject to Executive’s compliance with the covenants set forth in Section 6, Executive (or Executive’s estate or beneficiaries in the case of Executive’s death) shall be entitled to: |
(A) | any Accrued Bonus, paid as set forth in Section 4.2(B); |
(B) | a Pro-Rata Bonus, if any, paid as set forth in Section 4.2(C); |
(C) | a cash payment equal to the sum of (i) Executive’s Annual Salary (without any proration) and (ii) Executive’s Annual Bonus at the target level for the Contract Year in which Executive’s employment hereunder terminates (without any proration), payable in equal installments over a 12-month period in accordance with the Company’s usual and customary payroll practices; |
(D) | a cash payment of $27,500; |
(E) | elimination of any time-based vesting conditions on any restricted stock, stock option or other equity awards in VICI REIT or the Company that Executive had been granted and which Executive then continues to hold, to the extent then unvested; |
(F) | a pro-rata portion (based on the number of complete months employed during the applicable performance period and applied separately to each performance goal, to the extent applicable) of outstanding unvested equity awards that are subject to |
(G) | to the extent that Executive holds outstanding vested stock options as of the termination of employment (including to the extent vested pursuant to clause (E) above), such stock options shall remain exercisable until the date six months after the effective date of such termination of employment, or the option expiration date, if earlier; and |
(H) | to the extent that any of Executive’s vested equity awards are subject to a restriction on transfer within a specified period following vesting, such restriction shall be lifted as of the date the Separation Agreement has become irrevocable; |
(iii) | Subject to Section 4.7, amounts payable pursuant to clause (C) of Section 4.3(b)(ii) shall commence, and the amount payable pursuant to clause (D) of Section 4.3(b)(ii) shall be paid, on the 74th day following the separation from service (the “Payment Commencement Date”), provided Executive has delivered the Separation Agreement to the Employer and such Separation Agreement has become irrevocable, and provided, further, that the first such payment with respect to clause (C) shall be equal to the amount that would have been payable under such clauses between the date of termination and the Payment Commencement Date had such payments commenced at the separation from service. |
(iv) | Executive shall have no further rights to any other compensation or benefits hereunder on or after the termination of employment, or any other rights hereunder. |
(i) | The Company shall pay the Accrued Obligations as set forth in Section 4.1. |
(ii) | Subject to Executive’s delivery of a Separation Agreement, which shall have become irrevocable, and subject to Executive’s compliance with the covenants set forth in Section 6, Executive (or Executive’s estate or beneficiaries in the case of the death of Executive) shall be entitled to: |
(A) | any Accrued Bonus, paid as set forth in Section 4.2(B); |
(B) | a Pro-Rata Bonus, if any, paid as set forth in Section 4.2(C) assuming achievement of all performance goals at target and regardless of whether the Company pays bonuses to employees generally for such Contract Year; |
(C) | a cash payment equal to 150% of the sum of (i) Executive’s Annual Salary (without any proration) and (ii) Executive’s Annual Bonus at the target level for the Contract Year in which Executive’s employment hereunder terminates (without any proration), payable in a lump sum; |
(D) | a cash payment of $40,000; |
(E) | elimination of any time-based vesting conditions on any restricted stock, stock option or other equity awards in VICI REIT or the Company that Executive had been granted and which Executive then continues to hold, to the extent then unvested; |
(F) | all performance-based equity will remain outstanding and eligible to vest, subject solely to achievement of the applicable performance goals prorated through the date of termination; |
(G) | to the extent that Executive holds outstanding stock options as of the termination of employment, such stock options shall remain exercisable until the date six months after the effective date of such termination of employment, or the option expiration date, if earlier; and |
(H) | to the extent that any of Executive’s vested equity awards are subject to a restriction on transfer within a specified period following vesting, such restriction shall be lifted as of the date the Separation Agreement has become irrevocable. |
(iii) | Subject to Section 4.7, amounts payable pursuant to clauses (B), (C) and (D) of Section 4.4(ii) shall be paid on the Payment Commencement Date, provided Executive has delivered the Separation Agreement to the Employer and such Separation Agreement has become irrevocable. |
(iv) | Executive shall have no further rights to any other compensation or benefits hereunder on or after the termination of employment, or any other rights hereunder. |
(v) | For purposes of this Agreement, a “Change in Control” shall mean: |
(A) | any transaction or group of related transactions (whether a merger, consolidation, sale or otherwise) pursuant to which any Person, as defined below, (in any case, excluding the Company and any Company Affiliate) or group (within the meaning of Section 13(d)(3) of the Exchange Act) of such Persons acting together pursuant to which such Person or group of Persons acquires a majority of the aggregate voting power of the capital stock ordinarily entitled to elect directors of VICI REIT; |
(B) | any disposition in one transaction or a series of related transactions, of all or substantially all of the assets of VICI REIT and its Subsidiaries (which shall be defined to include any corporation, partnership, limited liability company or other entity of which more than 50% of the economic interest in such entity is owned directly or indirectly by VICI REIT or another subsidiary of VICI REIT), determined on a consolidated basis, to any Person or Persons (in any case, excluding the Company and any Company Affiliate); or |
(C) | within a 12-month period, a majority of the members of the Board cease to be Continuing Directors; as used herein, a “Continuing Director” means any member of the Board who was a member of such Board on the date hereof; provided that any person becoming a director subsequent to such date whose election or nomination for election was supported by a majority of the directors who then comprised the Continuing Directors shall be considered to be a Continuing Director. |
(i) | Executive shall (subject, in the case of the following clause (C), to Executive’s delivery of a Separation Agreement, which shall have become irrevocable and Executive’s compliance with the covenants set forth in Section 6) be entitled to: |
(A) | the Accrued Obligations, paid as set forth in Section 4.1; |
(B) | any Accrued Bonus, paid as set forth in Section 4.2(B); |
(C) | elimination of any time-based vesting conditions on any restricted stock, stock option or other equity awards in the Company that Executive had been granted and which Executive then continues to hold, to the extent then unvested; |
(D) | the long-term incentive plan of VICI REIT or the grant documents issued thereunder will set forth the treatment of any performance-based equity in the event of such non-renewal, which treatment will be no less favorable to Executive than the treatment applied to other Executive Vice Presidents of VICI REIT; and |
(E) | to the extent that any of Executive’s vested equity awards are subject to a restriction on transfer within a specified period following vesting, such restriction shall be lifted as of the date the Separation Agreement has become irrevocable. |
(ii) | Executive shall have no further rights to any other compensation or benefits hereunder on or after the termination of employment, or any other rights hereunder. |
(i) | is proprietary to, about or created by the Company or the Company Affiliates; |
(ii) | gives the Company or any of the Company Affiliates some competitive advantage, the opportunity of obtaining such advantage or the disclosure of which could be detrimental to the interests of the Company or the Company Affiliates; |
(iii) | is not typically disclosed to non-executives by the Company or otherwise is treated as confidential by the Company or the Company Affiliates; or |
(iv) | is designated as Confidential Information by the Company or the Company Affiliates or from all the relevant circumstances should reasonably be assumed by Executive to be confidential to the Company or any Company Affiliates; |
(i) | Such arbitration shall be conducted in New York, New York or such other location as the Company’s headquarters may be located at such time, and the arbitrator will apply New York law, including federal law as applied in New York courts. The arbitration shall be conducted in accordance with the AAA’s Employment Arbitration Rules, as modified by the terms set forth in this Agreement. The arbitration will be conducted by a single arbitrator, who shall be an attorney who specializes in the field of employment law and shall have prior experience arbitrating employment disputes. The fees and costs of the arbitrator and/or the AAA shall be divided among the Company and Executive, subject to reallocation as provided in Section 8(iv) below. |
(ii) | The arbitrator shall not have the authority to modify the terms of this Agreement except to the extent that the Agreement violates any governing statue, in which case the arbitrator may modify the Agreement solely as necessary to not conflict with such statute. The arbitrator shall have the authority to award any remedy or relief that a court of the State of New York or federal court located in the State of |
(iii) | The award of the arbitrator shall be final and binding on VICI REIT, the Company and Executive, and judgment on the award may be confirmed and entered in any state or federal court located in New York, New York. The arbitration shall be conducted on a strictly confidential basis, and Executive shall not disclose the existence of a claim, the nature of a claim, any documents, exhibits, or information exchanged or presented in connection with any such a claim, or the result of any arbitration (collectively, “Arbitration Materials”), to any third party, with the sole exception of Executive’s legal counsel, who Executive shall ensure adheres to all confidentiality terms in this Agreement. In the event of any court proceeding to challenge or enforce an arbitrator’s award, the Company and Executive hereby consent to the exclusive jurisdiction of the state and federal courts in New York and agree to venue in that jurisdiction. VICI REIT, the Company and Executive agree to take all steps necessary to protect the confidentiality of the Arbitration Materials in connection with any such proceeding, agree to file all Confidential Information (and documents containing Confidential Information) under seal to the extent possible, and agree to the entry of an appropriate protective order encompassing the confidentiality terms of this Agreement. |
(iv) | Each of VICI REIT, the Company and Executive agrees to pay its own costs and fees in connection with any arbitration of a dispute arising under this Agreement, and any court proceeding arising therefrom, provided, however, that (a) the arbitrator shall be authorized to award attorneys’ fees and costs to any party in accordance with applicable law and (b) the arbitrator shall award to the party substantially prevailing in such arbitration her or its costs, including reasonable attorneys’ fees. |
(v) | TO THE EXTENT ANY DISPUTE IS FOUND NOT TO BE SUBJECT TO THIS ARBITRATION PROVISION, VICI REIT, THE COMPANY AND EXECUTIVE EACH HEREBY WAIVE THEIR RESPECTIVE RIGHTS TO TRIAL BY JURY. |
1. | I have reviewed this Quarterly Report on Form 10-Q of VICI Properties Inc.; |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. | The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
a) | designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
b) | evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
c) | disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and |
5. | The registrant's other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): |
a) | all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and |
b) | any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. |
Date: | August 2, 2018 | ||
By: | /s/ EDWARD B. PITONIAK | ||
Edward B. Pitoniak | |||
Chief Executive Officer |
1. | I have reviewed this Quarterly Report on Form 10-Q of VICI Properties Inc.; |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. | The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
a) | designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
b) | evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
c) | disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and |
5. | The registrant's other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): |
a) | all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and |
b) | any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. |
Date: | August 2, 2018 | ||
By: | /s/ DAVID A. KIESKE | ||
David A. Kieske | |||
Chief Financial Officer |
Date: | August 2, 2018 | ||
By: | /s/ EDWARD B. PITONIAK | ||
Edward B. Pitoniak | |||
Chief Executive Officer |
Date: | August 2, 2018 | ||
By: | /s/ DAVID A. KIESKE | ||
David A. Kieske | |||
Chief Financial Officer |
Document and Entity Information - shares |
6 Months Ended | |
---|---|---|
Jun. 30, 2018 |
Aug. 01, 2018 |
|
Document and Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Fiscal Period Focus | Q2 | |
Document Period End Date | Jun. 30, 2018 | |
Document Fiscal Year Focus | 2018 | |
Entity Registrant Name | VICI Properties Inc. | |
Entity Central Index Key | 0001705696 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Common Stock, Shares Outstanding (in shares) | 370,151,498 | |
Trading Symbol | VICI |
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) (Parenthetical) - $ / shares |
Jun. 30, 2018 |
Dec. 31, 2017 |
---|---|---|
Statement of Financial Position [Abstract] | ||
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 700,000,000 | 700,000,000 |
Common stock, shares issued (in shares) | 370,149,921 | 300,278,938 |
Common stock, shares outstanding (in shares) | 370,149,921 | 300,278,938 |
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (UNAUDITED) (Parenthetical) - USD ($) $ in Thousands |
3 Months Ended | 6 Months Ended |
---|---|---|
Jun. 30, 2017 |
Jun. 30, 2017 |
|
Caesars Entertainment Outdoor | ||
Revenue from related parties | $ 1,628 | $ 2,670 |
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (UNAUDITED) - 6 months ended Jun. 30, 2018 - USD ($) $ in Thousands |
Total |
Total VICI Stockholders’ Equity |
Common Stock |
Additional Paid-in Capital |
Accumulated Other Comprehensive Income |
Retained Earnings |
Non-controlling Interests |
---|---|---|---|---|---|---|---|
Beginning balance at Dec. 31, 2017 | $ 4,776,364 | $ 4,691,489 | $ 3,003 | $ 4,645,824 | $ 0 | $ 42,662 | $ 84,875 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net income | 255,463 | 251,166 | 251,166 | 4,297 | |||
Issuance of common stock from Initial Public Offering | 1,307,119 | 1,307,119 | 695 | 1,306,424 | |||
Distributions to non-controlling interests | (5,838) | (5,838) | |||||
Dividends declared | (156,384) | (156,384) | (156,384) | ||||
Share-based compensation | 859 | 859 | 3 | 856 | |||
Unrealized loss on cash flow hedges | (4,640) | (4,640) | (4,640) | ||||
Ending balance at Jun. 30, 2018 | $ 6,172,943 | $ 6,089,609 | $ 3,701 | $ 5,953,104 | $ (4,640) | $ 137,444 | $ 83,334 |
Business and Basis of Presentation |
6 Months Ended |
---|---|
Jun. 30, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Line Items] | |
Business and Basis of Presentation | Business and Basis of Presentation Business We are a Maryland corporation that is primarily engaged in the business of owning and acquiring gaming, hospitality and entertainment destinations, subject to long-term triple net leases. Our national, geographically diverse portfolio consists of 20 market-leading properties, including Caesars Palace Las Vegas and Harrah’s Las Vegas. We currently lease our properties to subsidiaries of Caesars. We also own and operate four championship golf courses located near certain of our properties. We intend to make an election on our federal income tax return for the taxable year ended December 31, 2017 to be treated as a real estate investment trust (“REIT”). We conduct our real property business through our Operating Partnership and our golf course business, through a taxable REIT subsidiary (a “TRS”), VICI Golf LLC (“VICI Golf”). Basis of Presentation The accompanying consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information set forth in the Accounting Standards Codification (“ASC”), as published by the Financial Accounting Standards Board (“FASB”), and with the applicable rules and regulations of the Securities and Exchange Commission (“SEC”). The consolidated financial statements, including the notes thereto, are unaudited and exclude some of the disclosures and information normally required in audited financial statements. We believe the disclosures made are adequate to prevent the information presented from being misleading. However, the accompanying unaudited consolidated financial statements and related notes should be read in conjunction with the audited financial statements and notes thereto included in our most recent Annual Report on Form 10-K and as updated from time to time in our other filings with the SEC. All adjustments (consisting of normal recurring accruals) considered necessary for a fair statement of results for the interim period have been included. Use of Estimates The preparation of financial statements in conformity with GAAP requires us to make estimates and assumptions. These estimates and assumptions affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the Financial Statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from these estimates. Operating results for the three and six months ended June 30, 2018 are not necessarily indicative of the results that may be expected for the year ending December 31, 2018. Principles of Consolidation The accompanying consolidated Financial Statements include our accounts and the accounts of our Operating Partnership, and the subsidiaries in which we or our Operating Partnership has a controlling interest, which includes a single variable interest entity (“VIE”) where we are the primary beneficiary. All intercompany accounts and transactions have been eliminated in consolidation. We consolidate all subsidiaries in which we have a controlling financial interest and VIEs for which we or one of our consolidated subsidiaries is the primary beneficiary. We present non-controlling interest and classify such interest as a component of consolidated stockholders’ equity, separate from VICI stockholders’ equity. Our non-controlling interest represents a 20% third-party ownership of Harrah’s Joliet LandCo LLC, the entity that owns the Harrah’s Joliet facility and is the lessor under the related Joliet Lease. |
Caesars Entertainment Outdoor | |
Organization, Consolidation and Presentation of Financial Statements [Line Items] | |
Business and Basis of Presentation | Business and Basis of Presentation Organization At June 30, 2017, the Outdoor Business was a wholly-owned business of CEOC, and included the operations of the Cascata golf course in Boulder City, Nevada, the Rio Secco golf course in Henderson, Nevada, the Grand Bear golf course in Biloxi, Mississippi, and the Chariot Run golf course in Elizabeth, Indiana. Caesars Entertainment Golf, Inc., Rio Development Company, Inc., Grand Casinos of Biloxi, LLC, and Riverboat Casino, LLC, directly owned these golf courses, respectively, and were debtor-in-possession subsidiaries of CEOC. The golf courses generated revenue through fees charged for general golf course usage (including green fees, golf club rentals, and cart charges), annual or corporate memberships (at Rio Secco, Grand Bear and Chariot Run), a school of golf (at Rio Secco), and food, beverage, and merchandise sales. Bankruptcy On January 15, 2015, CEOC and certain of its subsidiaries (the “Caesars Debtors”) voluntarily filed for relief under Chapter 11 of the United States Bankruptcy Code (the “Bankruptcy Code”) with the United States Bankruptcy Court for the Northern District of Illinois (the “Bankruptcy Court”). As a result of this filing, CEOC operated as a debtor-in-possession under the Bankruptcy Code. Because each of the four golf courses are owned by Caesars Debtor entities, the Outdoor Business was also considered a debtor-in-possession prior to the Formation Date. CEOC’s plan of reorganization (the “Plan”) was confirmed by the Bankruptcy Court on January 17, 2017. Transfer of Operations and Assets to VICI On the Formation Date, pursuant to the Bankruptcy Plan, subsidiaries of CEOC contributed the ownership of the Business to VICI Properties Inc. (“VICI”). Following the Formation, the assets, liabilities and operations of the Business are now included in VICI Golf LLC (“VICI Golf”), a Delaware limited-liability company. VICI Golf is a wholly-owned subsidiary of VICI. VICI is a separate entity initially owned by certain former creditors of CEOC. In addition, on the Formation Date, subsidiaries of VICI Golf entered into a golf course use agreement (the “Golf Course Use Agreement”) with New CEOC and Caesars Enterprise Services, LLC (“CES”) (collectively, the “users”), whereby the users were granted certain priority rights and privileges with respect to access and use of certain golf course properties. Payments under the Golf Course Use Agreement are comprised of a $10.0 million annual membership fee, $3.0 million in annual use fees and minimum rounds fees of at least $1.1 million. The annual membership fee, use fees and minimum round fees are subject to an annual escalator beginning at the times provided under the Golf Course Use Agreement. Basis of Presentation The Business’ Financial Statements do not include all information and footnotes necessary for complete financial statements in conformity with accounting principles generally accepted in the United States (“GAAP”). The results for the interim periods reflect all adjustments (consisting of normal recurring adjustments) that management considers necessary for a fair presentation of results of operations and cash flows. The Business’ Financial Statements were derived from the financial statements of CEOC, prepared on a “carve-out” basis, to present the results of operations of the Outdoor Business on a stand-alone basis. The legal entities that own the Grand Bear and the Chariot Run golf courses also include non-golf course operations that are excluded from these carve-out financial statements. The Financial Statements include allocations of certain revenue amounts and general corporate expenses among affiliated entities. Such allocated revenue and expenses may not reflect the results we would have incurred if we had operated as a stand-alone company nor are they necessarily indicative of our future results. Management believes the assumptions and methodologies used in the allocation of these revenues and expenses are reasonable. Each of the golf courses represents a separate operating segment and we aggregate all such operations into one reportable segment. Going Concern Our Financial Statements have been prepared on a going concern basis, which assumes continuity of operations and realization of assets and liabilities in the ordinary course of business. The following information reflects the results of management’s assessment of Business’ ability to continue as a going concern. The Business relies on funding from affiliates of CEOC and CEC to fund capital improvements, management fees, insurance programs and other miscellaneous charges. Although CEOC’s plan of reorganization was confirmed by order of the Bankruptcy Court in January 2017, several issues must be resolved before CEOC successfully emerges from bankruptcy. The ability of the Business to continue as a going concern continues to be dependent upon CEOC’s ability to complete the restructure of its indebtedness, the ability of the Debtors, including entities that own the golf courses, to emerge from bankruptcy and a favorable resolution to the continued ability to use cash collateral. These uncertainties raise substantial doubt about the Outdoor Business to continue as a going concern. The Financial Statements do not include any adjustments that might result from the outcome of uncertainties, including the possibility that the Business loses some or substantially all of its assets to foreclosure as a result of these uncertainties. Golf Revenue Golf revenue from CEOC and Caesars’ affiliates includes reimbursement for below market-rate golf tee times and free play for certain casino guests. Included in golf revenue are market-rate fees received from public customers as well as discounted fees received from CEOC and Caesars-affiliated customers or associates. In addition, certain VIP casino guests play the golf courses for free. In these cases, the golf course receives amounts paid by CEOC and Caesars’ affiliates at an agreed upon rate for the free play provided to their VIP guests. The reimbursement for free play was approximately $284,000 and $454,000 for the three and six months ended June 30, 2017, respectively. There are additional variable golf fees provided by CEOC and Caesars’ affiliates based on revenue shortfalls necessary to cover the cost of operating the courses at a high level appropriate for casino guests. The variable fee is dependent upon the number of rounds played, the types of rounds played (market-rate or discounted rate), and costs incurred to allow the golf course to continue to offer golf as an amenity to its gaming customers. Variable golf fees included in golf revenue were approximately $1,142,000 and $1,875,000 for the three and six months ended June 30, 2017, respectively. The Business’ Financial Statements reflect the application of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 852, Reorganizations. This guidance requires that transactions and events directly associated with the reorganization be distinguished from the ongoing operations of the business. In addition, the guidance provides for changes in the accounting and presentation of liabilities. |
Summary of Significant Accounting Policies |
6 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||
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Jun. 30, 2018 | |||||||||||||||||||||||||||||||||||||||||||||||||
Accounting Policies [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Cash, Cash Equivalents, Restricted Cash and Short-Term Investments Cash consists of cash-on-hand and cash-in-bank. Any investments with an original maturity of three months or less from the date of purchase are considered cash equivalents and are stated at the lower of cost or market value. Investments with an original maturity of greater than three months and less than one year from the date of purchase are considered short-term investments and are stated at fair value. Restricted cash is comprised of funds paid monthly by Caesars for the CPLV rent that are held in a restricted cash management account for the purpose of funding debt service or impositions related to CPLV debt issued by us. Once all debt service and impositions are paid out of restricted cash, the remaining funds are returned to our unrestricted operating account. The following table provides a reconciliation of cash, cash equivalents and restricted cash reported on the Balance Sheet to the total of the same such amounts presented in the Statement of Cash Flows.
Fair Value Measurements We measure the fair value of financial instruments based on assumptions that market participants would use in pricing the asset or liability. As a basis for considering market participant assumptions in fair value measurements, a fair value hierarchy distinguishes between market participant assumptions based on market data obtained from sources independent of the reporting entity and the reporting entity’s own assumptions about market participant assumptions. In accordance with the fair value hierarchy, Level 1 assets/liabilities are valued based on quoted prices for identical instruments in active markets, Level 2 assets/liabilities are valued based on quoted prices in active markets for similar instruments, on quoted prices in less active or inactive markets, or on other “observable” market inputs and Level 3 assets/liabilities are valued based significantly on “unobservable” market inputs. Refer to Note 10—Fair Value for further information. Derivative Financial Instruments We record our derivative financial instruments as either Other assets or Other liabilities on our Balance Sheet at fair value. The accounting for changes in the fair value of derivatives depends on the intended use of the derivative, whether we elected to designate a derivative in a hedging relationship and apply hedge accounting and whether the hedging relationship has satisfied the criteria necessary to apply hedge accounting. Derivatives designated and qualifying as a hedge of the exposure to variability in expected future cash flows are considered cash flow hedges. We formally document our hedge relationships and designation at the contract’s inception. This documentation includes the identification of the hedging instruments and the hedged items, its risk management objectives, strategy for undertaking the hedge transaction and our evaluation of the effectiveness of its hedged transaction. On a quarterly basis, we also assess whether the derivative we designated in each hedging relationship is expected to be, and has been, highly effective in offsetting changes in the value or cash flows of the hedged items. If it is determined that a derivative is not highly effective at hedging the designated exposure, hedge accounting is discontinued and the changes in fair value of the instrument are included in net income prospectively. If the hedge relationship is terminated, then the value of the derivative is recorded in Accumulated other comprehensive income and recognized in earnings when the cash flows that were hedged affect earnings. Changes in the fair value of our derivative instruments that qualify as hedges are reported as a component of Accumulated other comprehensive income on our consolidated financial statements. We use derivative instruments to mitigate the effects of interest rate volatility inherent in our variable rate debt, which could unfavorably impact our future earnings and forecasted cash flows. We do not use derivative instruments for speculative or trading purposes. Investments in Direct Financing and Operating Leases Upon lease inception, we assess lease classification under ASC 840 “Leases” (“ASC 840”) to determine if the lease should be classified as capital or operating. If a lease is determined to be a capital lease, we further assess if it is a direct financing or sales-type lease as defined in ASC 840. For leases determined to be direct financing capital leases, upon execution of the lease transaction, the asset is classified to Investments in direct financing leases, net. For direct financing leases where the land represents greater than 25% of the fair value of the underlying asset, the land and building components of the lease are bifurcated and separately assessed for classification. We have determined that all of our leases meet the definition of direct financing leases under ASC 840, with the exception of the land component of our investment in Caesars Palace Las Vegas and certain parcels of land contained in the Non-CPLV lease. We recognize the related income from our direct financing leases on an effective interest basis at a constant rate of return over the terms of the applicable leases. As a result, the cash payments accounted for under direct financing leases will not equal income from direct financing leases. Rather, a portion of the cash rent we receive is recorded as Income from direct financing leases in our Statement of Operations and a portion is recorded as a change to the Investments in direct financing leases, net. Initial direct costs incurred in connection with direct financing lease transactions are included in the balance of Investments in direct financing leases, net. Such amounts will be recognized as a reduction to Income from direct financing leases over the life of the lease using the effective interest method. If and when an investment in direct financing leases is identified for impairment evaluation, we will apply the guidance in both ASC 310 “Receivables” (“ASC 310”) and ASC 360 “Property, Plant and Equipment” (“ASC 360”). Under ASC 310, the lease receivable portion of the net investment in direct financing lease is identified for impairment when it becomes probable that we will be unable to collect all rental payments associated with our investment in direct financing leases. Under ASC 360, the residual value portion of the net investment in direct financing leases is monitored for impairment under the same method we apply to real estate investments. Under the operating lease model, as the lessor, at lease inception the land is recorded as Investments in operating leases in our Balance Sheet and we record income from operating leases on a straight-line basis over the lease term. The amount of annual minimum lease payments attributable to the land element after deducting executory costs, including any profit thereon, is determined by applying our incremental borrowing rate to the value of the land. We record this lease income as Income from operating leases in our Statement of Operations. The land is assessed for impairment on a quarterly basis under ASC 360. There were no impairments identified on our real estate portfolio as of June 30, 2018. Concentrations of Credit Risk All of our real estate holdings (other than VICI Golf ) are currently leased by us to CEOC or other affiliates of Caesars, and most of our revenues are derived from the Lease Agreements that we have with CEOC or other affiliates of Caesars. Other than having a single tenant from which we will derive most of our revenue, we do not believe there are any other significant concentrations of credit risk. |
Recently Issued Accounting Pronouncements |
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Accounting Changes and Error Corrections [Abstract] | |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements Accounting Standard Update (“ASU”) No. 2017-12 - Derivatives and Hedging (Topic 815) - August 2017: The amendments refine and expand hedge accounting for both financial (e.g., interest rate) and commodity risks. Its provisions create more transparency around how economic results are presented, both on the face of the financial statements and in the footnotes. It also makes certain targeted improvements to simplify the application of hedge accounting guidance. The transition guidance provides the option of early adoption using a modified retrospective transition method in any interim period after issuance of the update, or alternatively requires adoption for fiscal years beginning after December 15, 2018. We adopted this guidance in the current quarter in connection with the cash flow hedges that we entered into in April 2018. Since we did not hold any derivatives prior to the quarter ended June 30, 2018, the adoption of this guidance had no impact on our Financial Statements. ASU No. 2016-02 - Leases (Topic 842) - February 2016 (as amended through July 2018): The amended guidance requires most lease obligations to be recognized as a right-of-use asset with a corresponding liability on the balance sheet. The guidance also requires additional qualitative and quantitative disclosures to assess the amount, timing, and uncertainty of cash flows arising from leases. This guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. The guidance should be implemented for the earliest period presented using a modified retrospective approach, which includes optional practical expedients primarily focused on leases that commence before the effective date. We are evaluating the impact of adopting this new standard on our Financial Statements but do not expect the adoption of the new guidance to have a material impact on the accounting treatment of our triple-net tenant leases, which are the primary source of our revenues. |
Property Transactions |
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Business Combinations [Abstract] | |
Property Transactions | Property Transactions 2018 Transactions Our significant activities in 2018, in reverse chronological order, are as follows: Purchase of Octavius Tower and Harrah’s Philadelphia On May 8, 2018, we entered into a non-binding letter of intent (the “Letter of Intent”) with Caesars related to our acquisition of two real estate assets owned by Caesars, as well as certain modifications to the Formation Lease Agreements. Subsequent to the end of the quarter, on July 11, 2018, we completed the previously announced transaction with Caesars to acquire, and lease back, all of the land and real estate assets associated with the Octavius Tower at Caesars Palace (“Octavius Tower”) for a purchase price of $507.5 million in cash. Octavius Tower is operated pursuant to a stand-alone lease, which provides for annual rent of $35.0 million payable in equal consecutive monthly installments and has an initial term that expires on October 31, 2032, with four five-year renewal options. In addition, on July 11, 2018, we entered into a definitive agreement with respect to the other transactions contemplated by the Letter of Intent, including the acquisition of all of the land and real estate assets associated with Harrah’s Philadelphia Casino and Racetrack (“Harrah’s Philadelphia”) from Caesars for $241.5 million, which purchase price will be reduced by $159.0 million to reflect the aggregate net present value of the contemplated modifications to the Lease Agreements, resulting in cash consideration of $82.5 million. In connection with the closing of the acquisition of Harrah’s Philadelphia, each of the Non-CPLV Lease and the CPLV Lease will be amended to, among other things, include Harrah’s Philadelphia and Octavius Tower, respectively, and Caesars will continue to operate both properties under the terms of such leases as amended. The HLV Lease and the Joliet Lease will also be modified at such time to achieve consistency with the other Lease Agreements. The acquisition of Harrah’s Philadelphia and the entry into the contemplated modifications to the Lease Agreements are expected to close during the fourth quarter of 2018, and are subject to certain customary closing conditions, including obtaining certain regulatory approvals and requisite lender and holder consents under the documents governing certain of our outstanding debt obligations. We can provide no assurances that the acquisition of Harrah’s Philadelphia and the contemplated modifications to the Lease Agreements will be consummated on the terms or timeframe described herein, or at all. Further, the definitive documentation governing these acquisitions contemplates a put right held by us and a call right held by Caesars, pursuant to which Caesars may reacquire Octavius Tower under certain circumstances in the event that the acquisition of Harrah’s Philadelphia is not consummated. Purchase of Margaritaville Resort Casino On June 18, 2018, we entered into definitive agreements pursuant to which we will acquire the land and real estate assets of the Margaritaville Resort Casino (“Margaritaville”), located in Bossier City, Louisiana, for $261.1 million. Penn National Gaming, Inc. (“Penn National”) will acquire the operating assets of Margaritaville for $114.9 million. Simultaneous with the closing of this transaction, we will enter into a triple-net lease agreement with a subsidiary of Penn National. The lease will have an initial annual rent of $23.2 million and an initial term of 15 years, with four five-year renewal options. The tenant’s obligations under the lease will be guaranteed by Penn National and certain of its subsidiaries. The transaction is subject to regulatory approvals and customary closing conditions and is expected to close in the second half of 2018. However, we can provide no assurances that the transaction will be consummated on the terms or timeframe described herein, or at all. 2017 Transactions Our significant activities in 2017, in reverse chronological order, are as follows: Purchase of Harrah’s Las Vegas Real Estate In December 2017, we completed a transaction with Caesars, pursuant to which we acquired all of the land and real property improvements associated with the property commonly known as Harrah’s Las Vegas Hotel & Casino (“Harrah’s Las Vegas” or “HLV”) for a purchase price of $1.1 billion. At closing, we entered into the HLV Lease, whereby Caesars leased back Harrah’s Las Vegas from us. Under the terms of the HLV Lease, Caesars is responsible for ongoing costs relating to the property, including property taxes, insurance, and maintenance and repair costs that arise from the use of the property and are required to continue to invest in the property and related equipment. The HLV Lease has an initial 15-year term with four five-year renewal terms exercisable at the option of the lessee (subject to certain conditions) and provides for a fixed base rent for each of the first seven years of the lease term equal to $87.4 million annually. We recorded this purchase using the direct financing lease method on our Balance Sheet. Sale of Eastside Property In December 2017, we sold to Caesars approximately 18.4 acres of certain parcels located in Las Vegas, Nevada, east of Harrah’s Las Vegas (“Eastside Property”). The sales price for the Eastside Property was $73.6 million. Pursuant to this agreement, Caesars is responsible for the remediation of the flood plain mechanism on the Eastside Property. The costs of the remediation work will be borne fifty percent (50%) by us and fifty percent (50%) by Caesars, pari passu, until such time as the total cost incurred in connection with the remediation work is equal to $12.0 million. Any costs in excess of $12.0 million incurred in connection with the remediation work shall be the sole responsibility of Caesars. Due to the put/call option on the land parcels, as described below, it was determined that the transaction does not meet the requirements of a completed sale for accounting purposes. As a result, at December 31, 2017, we reclassified $73.6 million from Investment in operating leases to Land. Additionally, we recorded a $73.6 million Deferred financing liability on our Balance Sheet. Put/Call Agreement The Eastside Property may in the future be improved by a convention center (the “Convention Center Property”). Accordingly, we entered into a put/call agreement with Caesars, which provides both parties with certain rights and obligations including: (i) a put right in favor of Caesars, which, if exercised, would result in the sale by Caesars to us and simultaneous leaseback by us to Caesars of the Convention Center Property (the “Put Right”); (ii) if Caesars exercises the Put Right and, among other things, the sale of the Convention Center Property to us does not close for certain reasons more particularly described in the put/call agreement, then a repurchase right in favor of Caesars, which, if exercised, would result in the sale of Harrah’s Las Vegas by us to Caesars; and (iii) a call right in our favor, which, if exercised, would result in the sale by Caesars to us and simultaneous leaseback by us to Caesars of the Convention Center Property. Amended and Restated Right of First Refusal Agreement Simultaneously with the sale of the Eastside Property, we also entered into an Amended and Restated Right of First Refusal Agreement with Caesars pursuant to which we will have a right, subject to certain exclusions, (i) to acquire (and lease to Caesars) any of the gaming facilities of Centaur Holdings, LLC, which are proposed to be acquired by Caesars, (ii) to acquire (and lease to Caesars) any domestic gaming facilities located outside of the Gaming Enterprise District of Clark County, Nevada, proposed to be acquired or developed by Caesars, and (iii) to acquire certain income-producing improvements if built by Caesars in lieu of a large-scale convention center on the Eastside Property, subject to certain exclusions. The Amended and Restated Right of First Refusal Agreement also contains a right of first refusal in favor of Caesars, pursuant to which Caesars will have the right to lease and manage any domestic gaming facility located outside of Greater Las Vegas, proposed to be acquired or developed by us that is not: (i) any asset that is then subject to a pre-existing lease, management agreement or other contractual restriction that was not entered into in contemplation of such acquisition or development and which (x) was entered into on arms’ length terms and (y) would not be terminated upon or prior to closing of such transaction, (ii) any transaction for which the opco/propco structure would be prohibited by applicable laws, rules or regulations or which would require governmental consent, approval, license or authorization (unless already received), (iii) any transaction structured by the seller as a sale-leaseback, (iv) any transaction in which we and/or our affiliates will not own at least 50% of, or control, the entity that will own the gaming facility, and (v) any transaction in which we or our affiliates propose to acquire a then-existing gaming facility from ourselves or our affiliates. In the event that the foregoing rights are not exercised by us or Caesars and CEOC, as applicable, each party will have the right to consummate the subject transaction without the other’s involvement, provided the same is on terms no more favorable to the counterparty than those presented to us or Caesars and CEOC, as applicable, for consummating such transaction. Option Properties Call Right Agreements On the Formation Date, we entered into certain call right agreements, which provide us with the opportunity to acquire Harrah’s Atlantic City, Harrah’s New Orleans and Harrah’s Laughlin from Caesars. We can exercise the call rights within five years from the Formation Date by delivering a request to the applicable owner of the property containing evidence of our ability to finance the call right. The purchase price for each property will be 10 multiplied by the initial property lease rent for the respective property, with the initial property lease rent for each property being the amount that causes the ratio of (x) EBITDAR of the property for the most recently ended four-quarter period for which financial statements are available to (y) the initial property lease rent to equal 1.67. |
Real Estate Portfolio |
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Real Estate [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Real Estate Portfolio | Real Estate Portfolio Our real estate portfolio consisted of the following as of June 30, 2018 and December 31, 2017:
____________________ (1) Minimum lease payments do not include contingent rent, as discussed below, that may be received under the Lease Agreements. (2) Represents portion of land separately classified and accounted for under the operating lease model associated with our investment in Caesars Palace Las Vegas and certain land parcels contained in the Non-CPLV lease. (3) Represents our investment in the Eastside Property. Refer to Note 4—Property Transactions. The following table details the components of our income from direct financing and operating leases:
____________________ (1) Amounts represent the adjustment to income from direct financing leases in order to recognize income on an effective interest basis at a constant rate of return over the term of the leases. At June 30, 2018, minimum lease payments owed to us for each of the five succeeding years under direct financing and operating leases are as follows:
____________________ (1) Minimum lease payments do not include contingent rent, as discussed below, that may be received under the Lease Agreements. The weighted average remaining lease term, including renewal options, for both operating and direct financing leases at June 30, 2018 was 34.4 years. Rent Escalators The Lease Agreements each provide for an initial term of 15 years with four, five-year renewal options. The rent payable under each of the Lease Agreements is subject to escalation, as follows (i) with respect to the CPLV Lease and HLV Lease, the rent escalation begins in lease year two; and (ii) with respect to the Joliet Lease and Non-CPLV Lease, rent escalation begins in lease year six. After commencement of the lease escalation in the applicable lease year, the amount by which the rent is increased under each Lease Agreement is determined at the start of each lease year. Calculation of the rent escalation under the Formation Leases is based upon a consumer price index (as specified in the relevant Lease Agreement, “CPI”), subject to a 2.0% floor. Rent escalation under the HLV Lease is fixed at 1.0% in years two through five and, thereafter, is calculated based upon CPI, subject to a 2.0% floor (contingent upon satisfaction of an EBITDAR to rent ratio). In addition, each of the Lease Agreements provides for a portion of the rent thereunder to be designated as variable rent with periodic variable rent resets following lease year seven and lease year ten, and at the commencement of any renewal term, in each case, based on the net revenue of the Tenant (as defined under the applicable Lease Agreement) at such time, and with the balance of the rent amount designated as base rent and continuing to be subject to the annual escalators as described above. Any amounts representing rents in excess of the CPI floors specified above, or the variable portion of rent, are considered contingent rent in accordance with GAAP. No such rent has been recognized for the three and six months ended June 30, 2018. The lease provisions as described here are subject to change based upon modifications to the Lease Agreements contemplated in connection with the closing of the acquisition of Harrah’s Philadelphia, as described in Note 4. |
Property and Equipment Used in Operations, Net |
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Property, Plant and Equipment [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Property and Equipment Used in Operations, Net | Property and Equipment Used in Operations, Net Property and equipment used in operations is primarily attributable to golf operations land, building and improvements and consists of the following:
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Other Liabilities |
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Other Liabilities [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Other Liabilities | Other Liabilities The following table details the components of our other liabilities:
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Debt |
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Debt | Debt The following tables detail our debt obligations as of June 30, 2018 and December 31, 2017:
The following table is a schedule of future minimum repayments of our debt obligations as of June 30, 2018:
Senior Secured Credit Facilities In December 2017, VICI PropCo entered into a credit agreement (the “Credit Agreement”) comprised of a $2.2 billion Term Loan B Facility and a $400.0 million Revolving Credit Facility, $300.0 million of which was borrowed (the Term Loan B Facility and the Revolving Credit Facility together, the “Senior Secured Credit Facilities”). The Senior Secured Credit Facilities initially bore interest at LIBOR plus 2.25%. Upon our initial public offering, on February 5, 2018, the interest rate was reduced to LIBOR plus 2.00%, as contemplated by the Credit Agreement. The Credit Agreement contains customary covenants that, among other things, limit the ability of VICI PropCo and its restricted subsidiaries to: (i) incur additional indebtedness; (ii) merge with a third party or engage in other fundamental changes; (iii) make restricted payments; (iv) enter into, create, incur or assume any liens; (v) make certain sales and other dispositions of assets; (vi) enter into certain transactions with affiliates; (vii) make certain payments on certain other indebtedness; (viii) make certain investments; and (ix) incur restrictions on the ability of restricted subsidiaries to make certain distributions, loans or transfers of assets to VICI PropCo or any restricted subsidiary. These covenants are subject to a number of important exceptions and qualifications, including, with respect to the restricted payments covenant, the ability to make unlimited restricted payments to maintain our REIT status. Commencing with the first full fiscal quarter ended after December 22, 2017, the closing date under the Credit Agreement, if there is 30% utilization of the Revolving Credit Facility, VICI PropCo and its restricted subsidiaries on a consolidated basis is required to maintain a maximum Total Net Debt to Adjusted Total Assets Ratio, as defined in the Credit Agreement. The Senior Secured Credit Facilities are collateralized by 17 of our properties and one parcel of land. The Senior Secured Credit Facilities may be voluntarily prepaid at VICI PropCo’s option, in whole or in part, at any time, and are subject to mandatory prepayment in the event of receipt by VICI PropCo or any of its restricted subsidiaries of the proceeds from the occurrence of certain events, including asset sales, casualty events and issuance of certain indebtedness. In February 2018, we completed an initial public offering resulting in net proceeds of approximately $1.3 billion. We used a portion of those proceeds to pay down the $300.0 million outstanding on the Revolving Credit Facility and to repay $100.0 million of the principal amount outstanding on the Term Loan B Facility. Under the Credit Agreement, the Term Loan B Facility is subject to amortization of 1.0% of principal per annum payable in equal quarterly installments on the last business day of each calendar quarter. However, as a result of prepaying $100.0 million in February 2018 the next principal payment due on the Term Loan B Facility is September 2022. Refer to Note 9—Derivatives for further discussion of our interest rate swap agreements related to the Term Loan B Facility. CPLV CMBS Debt The CPLV CMBS Debt was incurred in October 2017 pursuant to a loan agreement (the “CMBS Loan Agreement”), and is secured by a first priority lien on all of the assets of CPLV Property Owner LLC, as borrower (“CPLV Borrower”), subject only to certain encumbrances as set forth in the CMBS Loan Agreement and including CPLV Borrower’s (1) fee interest (except as provided in (2)) in and to Caesars Palace Las Vegas, (2) leasehold interest with respect to Octavius Tower, and (3) interest in the CPLV Lease and all related agreements, including the Lease Agreements. The CPLV CMBS Debt bears interest at 4.36% per annum. The CPLV CMBS Debt is evidenced by one or more promissory notes and secured by, among other things, a mortgage, deed of trust or other similar security instrument that creates a mortgage lien on the fee and/or leasehold interest of the CPLV Borrower. The CMBS Loan Agreement contains certain covenants limiting CPLV Borrower’s ability to, among other things: (i) incur additional debt; (ii) enter into certain transactions with its affiliates; (iii) consolidate, merge, sell or otherwise dispose of its assets; and (iv) allow transfers of its direct or indirect equity interests. Second Lien Notes The Second Lien Notes were issued in October 2017, pursuant to an indenture (the “Indenture”) by and among VICI PropCo and its wholly owned subsidiary, VICI FC Inc. (together, the “Issuers”), the subsidiary guarantors party thereto, and UMB Bank National Association, as trustee. The Second Lien Notes are guaranteed by each of the Issuers’ existing and subsequently acquired wholly-owned material domestic restricted subsidiaries and secured by a second priority lien on substantially all of the Issuers’ and such restricted subsidiaries’ material assets, including mortgages on their respective real estate, subject to customary exclusions. None of VICI or certain subsidiaries of VICI PropCo, including CPLV Borrower, are subject to the covenants of the Indenture or are guarantors of the Second Lien Notes. The Indenture contains covenants that limit the Issuers’ and their restricted subsidiaries’ ability to, among other things: (i) incur additional debt; (ii) pay dividends on or make other distributions in respect of their capital stock or make other restricted payments; (iii) make certain investments; (iv) sell certain assets; (v) create or permit to exist dividend and/or payment restrictions affecting their restricted subsidiaries; (vi) create liens on certain assets to secure debt; (vii) consolidate, merge, sell or otherwise dispose of all or substantially all of their assets; (viii) enter into certain transactions with their affiliates; and (ix) designate their subsidiaries as unrestricted subsidiaries. The Second Lien Notes were redeemable at the option of the Issuers, with the option to redeem up to 35% of the original aggregate principal amount thereof with the net cash proceeds of certain issuances of common or preferred equity by VICI PropCo or VICI, at a price equal to 108% of such principal amount of the Second Lien Notes redeemed. In February 2018, we used a portion of the proceeds from our initial public offering to redeem $268.4 million of the Second Lien Notes, which represented 35% of the original aggregate principal amount, at a redemption price of 108% plus accrued and unpaid interest to the date of redemption. Due to the paydown of the debt, we recognized a loss on extinguishment of debt of $23.0 million during the three months ended March 31, 2018, the majority of which relates to the premium paid on the redemption price. Financial Covenants As described above, our debt obligations are subject to certain customary financial and protective covenants that restrict our ability to incur additional debt, sell certain asset and restrict certain payments, among other things. In addition, these covenants are subject to a number of important exceptions and qualifications, including, with respect to the restricted payments covenant, the ability to make unlimited restricted payments to maintain our REIT status. At June 30, 2018, we are in compliance with all required covenants under our debt obligations. |
Derivatives |
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Jun. 30, 2018 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Derivatives | Derivatives On April 24, 2018, we entered into four interest rate swap agreements with third party financial institutions having an aggregate notional amount of $1.5 billion. The interest rate swap transactions are designated as cash flow hedges that effectively fix the LIBOR component of the interest rate on a portion of the outstanding debt under the Term Loan B Facility at 2.8297%. The following table details our outstanding interest rate derivatives that were designated as cash flow hedges of interest rate risk:
As of June 30, 2018, the interest rate swaps are in net unrealized loss positions and are recognized within Other liabilities. For the three and six months ended June 30, 2018 the amount recorded in other comprehensive income related to the derivative instruments was an unrealized loss of $4.6 million. For the three and six months ended June 30, 2018, we recorded interest expense of $1.4 million related to the swap agreements. |
Fair Value |
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Fair Value Disclosures [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Fair Value | Fair Value The estimated fair values of our financial instruments that are measured on a recurring basis at June 30, 2018 are as follows:
The fair values of our interest rate swap derivative instruments were estimated using advice from a third-party derivative specialist, based on contractual cash flows and observable inputs comprising interest rate curves and credit spreads, which are Level 2 measurements as defined under ASC 820. Short-term investments approximate their carrying value due to the short term maturity of these instruments. The estimated fair values of our financial instruments that are not measured at fair value on a recurring basis at June 30, 2018 and December 31, 2017 are as follows:
The fair value of our debt instruments was estimated using quoted prices for identical or similar liabilities in markets that are not active and, as such, these fair value measurements are considered Level 2 of the fair value hierarchy. The fair value of our cash, cash equivalents and restricted cash approximate their carrying value due to the short term maturity of these instruments. |
Commitments and Contingent Liabilities |
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Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Commitments and Contingent Liabilities | Commitments and Contingent Liabilities Litigation In the ordinary course of business, from time to time, we may be subject to legal claims and administrative proceedings. As of June 30, 2018, we are not subject to any litigation that we believe could have, individually or in the aggregate, a material adverse effect on our business, financial condition or results of operations, liquidity or cash flows. Operating Lease Commitments We are liable under various operating leases for: (i) land at the Cascata golf course, which expires in 2039 and (ii) offices in Las Vegas, Nevada; New Orleans, Louisiana; and New York, New York, which expire in 2018, 2019 and 2020, respectively. Total rental expense under these agreements, included in golf operations and general and administrative expenses in our Statement of Operations, was approximately $0.3 million and $0.6 million for the three and six months ended June 30, 2018, respectively. The future minimum lease commitments relating to the base lease rent portion of noncancelable operating leases at June 30, 2018 are as follows:
Other golf operations commitments VICI Golf utilizes a third-party golf maintenance company for its Rio Secco and Cascata golf courses. The agreements are for five years and expire in February 2019 and include all labor and equipment necessary to maintain both golf course grounds. Expenses under these agreements are recorded as a component of golf operation expenses in our Statement of Operations and were approximately $0.8 million and $1.6 million for the three and six months ended June 30, 2018, respectively. Total commitments relating to golf operations maintenance agreements at June 30, 2018 are as follows:
Other Contractual Commitments As discussed in Note 4—Property Transactions, pursuant to the Eastside Property sale agreement, Caesars is responsible for the remediation of the flood plain mechanism on the Eastside Property. The costs of the remediation work will be borne fifty percent (50%) by us and fifty percent (50%) by Caesars, pari passu, until such time as the total cost incurred in connection with the remediation work is equal to $12.0 million. Any costs in excess of $12.0 million incurred in connection with the remediation work shall be the sole responsibility of Caesars. |
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Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Commitments and Contingent Liabilities | Litigation, Contractual Commitments and Contingent Liabilities Litigation The Business and its operations may be subject to litigation involving employment matters, personal injuries, and other matters that arise in the normal course of business. We do not expect the outcome of such ordinary and routine litigation to have a material effect on our combined financial position, results of operations, or cash flows. Contingent Liabilities In January 2015, a majority of the Trustees of the National Retirement Fund (“NRF”), a multi-employer defined benefit pension plan, voted to expel Caesars and certain of its affiliates from the plan. The NRF has advised Caesars and Caesars Entertainment Resort Properties, LLC (“CERP”) that this expulsion triggered a withdrawal liability with a present value of approximately $360 million, payable in 80 quarterly payments of about $6 million. The NRF filed a similar claim against each Caesars Debtor in CEOC’s bankruptcy. Although the Business’ employees did not participate in this plan, because the entities that own the Business are a member of the Caesars Group (as defined below), such entities are jointly and severally liable with Caesars and CEOC for any liability under the NRF’s claims. On March 13, 2017, CEOC, CEC, CERP, the Caesars employers that contribute to the NRF, and the NRF and certain of its related parties entered into a settlement agreement resolving all issues related to the disputes with the NRF. Under the terms of the settlement, CEC, or a person on CEC’s behalf, was required to pay a total of $45 million to the NRF on the Formation Date. Under the Caesars Debtors’ Plan, the NRF is barred from asserting any claims against the Business and its subsidiaries to the extent such claims arose prior to the Formation Date. Operating Lease Commitments The Business is liable under operating leases for land at the Cascata golf course, equipment and other miscellaneous assets, which expire at various dates through 2039. Total rental expense under these agreements included in direct golf operating expenses and property costs in our Statement of Operations was approximately $215,000 and $426,000 for the three and six months ended June 30, 2017, respectively. The future minimum lease commitments relating to the base lease rent portion of noncancelable operating leases at June 30, 2017 are as follows:
Other Commitments The Business utilizes a third-party golf maintenance company for its Rio Secco and Cascata golf courses. The agreements are for five years and expire in February 2019 and include all labor and equipment necessary to maintain both golf course grounds. Total expense under these agreements included in direct golf operating expenses in the Statements of Operations were approximately $753,000 and $1,549,000 for the three and six months ended June 30, 2017, respectively. The future commitments relating to these agreements at June 30, 2017 are as follows:
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Stockholders' Equity |
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Jun. 30, 2018 | |
Equity [Abstract] | |
Stockholders' Equity | Stockholders' Equity Stock We have the authority to issue 750,000,000 shares of stock, consisting of 700,000,000 shares of Common Stock, $0.01 par value per share and 50,000,000 shares of Preferred Stock, $0.01 par value per share. Initial Public Offering On February 5, 2018, we completed an initial public offering of 69,575,000 shares of common stock at an offering price of $20.00 per share for an aggregate offering value of $1.4 billion, resulting in net proceeds of approximately $1.3 billion after commissions and expenses. After giving effect to the initial public offering and the issuance of certain unvested restricted shares under the 2017 Stock Incentive Plan (the “Plan”), we have 370,149,921 shares of Common Stock issued and outstanding as of June 30, 2018. Distributions On June 14, 2018, we declared a cash dividend of $0.2625 per share of common stock for the period from April 1, 2018 to June 30, 2018. The dividend was paid on July 13, 2018 to stockholders of record as of the close of business on June 28, 2018. On March 15, 2018, we declared a pro-rated quarterly cash dividend of $0.16 per share of common stock for the period from February 5, 2018 to March 31, 2018. The dividend was pro-rated for the period commencing upon the closing of our initial public offering and ending on March 31, 2018, based on a quarterly distribution rate of $0.2625 per share. The dividend was paid on April 13, 2018 to stockholders of record as of the close of business on March 29, 2018. |
Earnings Per Share |
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Earnings Per Share | Earnings Per Share Basic earnings per share is computed by dividing net income attributable to common stockholders by the weighted-average number of common shares outstanding during the period, excluding net income attributable to participating securities (unvested restricted stock awards). Diluted earnings per share reflects the additional dilution for all potentially-dilutive securities such as stock options, unvested restricted shares and unvested performance-based restricted shares. The following table reconciles the weighted-average common shares outstanding used in the calculation of basic earnings per share to the weighted-average common shares outstanding used in the calculation of diluted earnings per share for the three and six months ended June 30, 2018:
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Share-Based Compensation |
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Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Share-Based Compensation | Share-Based Compensation The Plan is designed to provide long-term equity-based compensation to our directors and employees. It is administered by the Compensation Committee of the Board of Directors. Awards under the Plan may be granted with respect to an aggregate of 12,750,000 shares of common stock and may be issued in the form of: (a) incentive stock options, (b) non-qualified stock options, (c) stock appreciation rights, (d) dividend equivalent rights, (e) restricted stock, (f) restricted stock units or (g) unrestricted stock. In addition, the Plan limits the total number of shares of common stock with respect to which awards may be granted to any employee or director during any one calendar year. Total share-based compensation expense recorded as General and administrative expense in the Statement of Operations totaled $0.5 million and $0.9 million for the three and six months ended June 30, 2018, respectively. Compensation expense is recognized on a straight-line basis for awards with only service conditions. The following table details our restricted stock activity:
As of June 30, 2018, there was $2.8 million of unrecognized compensation cost related to non-vested share-based compensation arrangements under the Plan. This cost is expected to be recognized over a weighted average period of 2.8 years. |
Segment Information |
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Segment Information | Segment Information Our real property business and our golf course business represent two reportable segments. The real property business segment consists of leased real property and represents the substantial majority of our business. The golf course business segment consists of four golf courses, with each being operating segments that are aggregated into one reportable segment. The results of each reportable segment presented below are consistent with the way our management assesses these results and allocates resources, which is a consolidated view that adjusts for the impact of certain transactions between our reportable segments, as described below. The following table presents certain information with respect to our segments:
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Subsequent Events |
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Jun. 30, 2018 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events We have evaluated subsequent events and except for the purchase of Octavius Tower on July 11, 2018, as described in Note 4, and the payment of dividends on July 13, 2018, as described in Note 12, there were no other events relative to the Financial Statements that require additional disclosure. |
Liabilities Subject to Compromise |
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Jun. 30, 2018 | |
Caesars Entertainment Outdoor | |
Reorganizations [Line Items] | |
Liabilities Subject to Compromise | Liabilities Subject to Compromise On March 25, 2015, the Bankruptcy Court entered an order establishing May 26, 2015 as the bar date for potential general creditors to file proofs of claims and established the required procedures with respect to filing such claims. A bar date is the deadline by which creditors must file a proof of claim against the Debtors for the claim to be allowed. In addition, a bar date of July 14, 2015 was established as a deadline for claims from governmental units. As of June 30, 2017, the Business had received 55 proofs of claim, a portion of which assert, in part or in whole, unliquidated claims. These proofs of claims include 9 claims that were carved out of the legal entities that own the Business and that have additional claims, which do not correspond to the Business. In addition, the Business has been assigned by the court an additional 12 claims. In the aggregate, total asserted liquidated proofs of claim for approximately $122.2 million had been filed against or assigned to the Business. Based on reasonable current estimates, the Business expects to ask the Bankruptcy Court to disallow 21 claims representing approximately $121.0 million of such claims. These claims are classified by the Business as amended and replaced, duplicate, redundant or non-Debtor claims. New and amended claims may be filed in the future, including claims amended to assign values to claims originally filed with no designated value. On October 6, 2017, the Business settled claims included in liabilities subject to compromise for $125,000 recognizing a reorganization gain of $124,000. In addition, approximately $5.1 million of claims are still disputed and unresolved and have been transferred to New CEOC for final resolution. |
Income Taxes |
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Jun. 30, 2018 | |
Caesars Entertainment Outdoor | |
Income Tax Contingency [Line Items] | |
Income Taxes | Income Taxes Since Caesars Entertainment Outdoors did not have a formal tax sharing agreement in place with Caesars Entertainment for federal income tax purposes, Caesars Entertainment paid all of Caesars Entertainment Outdoors’ federal income taxes. The tax benefit/expense for the three and six months ended June 30, 2017 is primarily related to the federal and state tax impact of the pre-tax book income/loss. As there was no pre-tax book income/loss recorded for the three and six months ended June 30, 2017, no tax benefit/expense was recorded for those periods. |
Related Party Transactions |
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Related Party Transactions | Related Party Transactions We had transactions with CEOC resulting in net distributions of approximately $2,167,000 for the six months ended June 30, 2017. The net distributions were the result of cash generated by the operations of the Business and proceeds from the sale of assets, partially offset by amounts contributed by CEOC to fund capital improvements and capital lease obligations. Related Party Fees and Expenses The following amounts were recorded with respect to the related-party transactions described in this section:
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Savings and Retirement Plans CEOC maintained a defined contribution savings and retirement plan that allows certain employees of the Business to make pre-tax and after-tax contributions. Under the plan, participating employees could elect to contribute up to 50% of their eligible earnings, subject to IRS rules and regulations, and be eligible to receive a company match of up to $600. Participating employees became vested in matching contributions on a pro-rata basis over five years of credited service. Our contribution expense was approximately $10,000 and $26,000 for the three and six months ended June 30, 2017, respectively, and is included as a component of administrative and other on the Statement of Operations. |
Summary of Significant Accounting Policies (Policies) |
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Jun. 30, 2018 | |
Accounting Policies [Abstract] | |
Cash and Cash Equivalents | Cash consists of cash-on-hand and cash-in-bank. Any investments with an original maturity of three months or less from the date of purchase are considered cash equivalents and are stated at the lower of cost or market value. Investments with an original maturity of greater than three months and less than one year from the date of purchase are considered short-term investments and are stated at fair value. |
Restricted Cash | Restricted cash is comprised of funds paid monthly by Caesars for the CPLV rent that are held in a restricted cash management account for the purpose of funding debt service or impositions related to CPLV debt issued by us. Once all debt service and impositions are paid out of restricted cash, the remaining funds are returned to our unrestricted operating account. |
Fair Value Measurements | Fair Value Measurements We measure the fair value of financial instruments based on assumptions that market participants would use in pricing the asset or liability. As a basis for considering market participant assumptions in fair value measurements, a fair value hierarchy distinguishes between market participant assumptions based on market data obtained from sources independent of the reporting entity and the reporting entity’s own assumptions about market participant assumptions. In accordance with the fair value hierarchy, Level 1 assets/liabilities are valued based on quoted prices for identical instruments in active markets, Level 2 assets/liabilities are valued based on quoted prices in active markets for similar instruments, on quoted prices in less active or inactive markets, or on other “observable” market inputs and Level 3 assets/liabilities are valued based significantly on “unobservable” market inputs. |
Derivative Financial Instruments | Derivative Financial Instruments We record our derivative financial instruments as either Other assets or Other liabilities on our Balance Sheet at fair value. The accounting for changes in the fair value of derivatives depends on the intended use of the derivative, whether we elected to designate a derivative in a hedging relationship and apply hedge accounting and whether the hedging relationship has satisfied the criteria necessary to apply hedge accounting. Derivatives designated and qualifying as a hedge of the exposure to variability in expected future cash flows are considered cash flow hedges. We formally document our hedge relationships and designation at the contract’s inception. This documentation includes the identification of the hedging instruments and the hedged items, its risk management objectives, strategy for undertaking the hedge transaction and our evaluation of the effectiveness of its hedged transaction. On a quarterly basis, we also assess whether the derivative we designated in each hedging relationship is expected to be, and has been, highly effective in offsetting changes in the value or cash flows of the hedged items. If it is determined that a derivative is not highly effective at hedging the designated exposure, hedge accounting is discontinued and the changes in fair value of the instrument are included in net income prospectively. If the hedge relationship is terminated, then the value of the derivative is recorded in Accumulated other comprehensive income and recognized in earnings when the cash flows that were hedged affect earnings. Changes in the fair value of our derivative instruments that qualify as hedges are reported as a component of Accumulated other comprehensive income on our consolidated financial statements. We use derivative instruments to mitigate the effects of interest rate volatility inherent in our variable rate debt, which could unfavorably impact our future earnings and forecasted cash flows. We do not use derivative instruments for speculative or trading purposes. |
Investment in direct financing leases, net and Real Estate Investments | Investments in Direct Financing and Operating Leases Upon lease inception, we assess lease classification under ASC 840 “Leases” (“ASC 840”) to determine if the lease should be classified as capital or operating. If a lease is determined to be a capital lease, we further assess if it is a direct financing or sales-type lease as defined in ASC 840. For leases determined to be direct financing capital leases, upon execution of the lease transaction, the asset is classified to Investments in direct financing leases, net. For direct financing leases where the land represents greater than 25% of the fair value of the underlying asset, the land and building components of the lease are bifurcated and separately assessed for classification. We have determined that all of our leases meet the definition of direct financing leases under ASC 840, with the exception of the land component of our investment in Caesars Palace Las Vegas and certain parcels of land contained in the Non-CPLV lease. We recognize the related income from our direct financing leases on an effective interest basis at a constant rate of return over the terms of the applicable leases. As a result, the cash payments accounted for under direct financing leases will not equal income from direct financing leases. Rather, a portion of the cash rent we receive is recorded as Income from direct financing leases in our Statement of Operations and a portion is recorded as a change to the Investments in direct financing leases, net. Initial direct costs incurred in connection with direct financing lease transactions are included in the balance of Investments in direct financing leases, net. Such amounts will be recognized as a reduction to Income from direct financing leases over the life of the lease using the effective interest method. If and when an investment in direct financing leases is identified for impairment evaluation, we will apply the guidance in both ASC 310 “Receivables” (“ASC 310”) and ASC 360 “Property, Plant and Equipment” (“ASC 360”). Under ASC 310, the lease receivable portion of the net investment in direct financing lease is identified for impairment when it becomes probable that we will be unable to collect all rental payments associated with our investment in direct financing leases. Under ASC 360, the residual value portion of the net investment in direct financing leases is monitored for impairment under the same method we apply to real estate investments. Under the operating lease model, as the lessor, at lease inception the land is recorded as Investments in operating leases in our Balance Sheet and we record income from operating leases on a straight-line basis over the lease term. The amount of annual minimum lease payments attributable to the land element after deducting executory costs, including any profit thereon, is determined by applying our incremental borrowing rate to the value of the land. We record this lease income as Income from operating leases in our Statement of Operations. The land is assessed for impairment on a quarterly basis under ASC 360. |
Concentrations of Credit Risk | Concentrations of Credit Risk All of our real estate holdings (other than VICI Golf ) are currently leased by us to CEOC or other affiliates of Caesars, and most of our revenues are derived from the Lease Agreements that we have with CEOC or other affiliates of Caesars. Other than having a single tenant from which we will derive most of our revenue, we do not believe there are any other significant concentrations of credit risk. |
Pronouncements Adopted by the Company | August 2017: The amendments refine and expand hedge accounting for both financial (e.g., interest rate) and commodity risks. Its provisions create more transparency around how economic results are presented, both on the face of the financial statements and in the footnotes. It also makes certain targeted improvements to simplify the application of hedge accounting guidance. The transition guidance provides the option of early adoption using a modified retrospective transition method in any interim period after issuance of the update, or alternatively requires adoption for fiscal years beginning after December 15, 2018. We adopted this guidance in the current quarter in connection with the cash flow hedges that we entered into in April 2018. Since we did not hold any derivatives prior to the quarter ended June 30, 2018, the adoption of this guidance had no impact on our Financial Statements. ASU No. 2016-02 - Leases (Topic 842) - February 2016 (as amended through July 2018): The amended guidance requires most lease obligations to be recognized as a right-of-use asset with a corresponding liability on the balance sheet. The guidance also requires additional qualitative and quantitative disclosures to assess the amount, timing, and uncertainty of cash flows arising from leases. This guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. The guidance should be implemented for the earliest period presented using a modified retrospective approach, which includes optional practical expedients primarily focused on leases that commence before the effective date. We are evaluating the impact of adopting this new standard on our Financial Statements but do not expect the adoption of the new guidance to have a material impact on the accounting treatment of our triple-net tenant leases, which are the primary source of our revenues. |
Summary of Significant Accounting Policies (Tables) |
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Accounting Policies [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Cash and Cash Equivalents and Restricted Cash | The following table provides a reconciliation of cash, cash equivalents and restricted cash reported on the Balance Sheet to the total of the same such amounts presented in the Statement of Cash Flows.
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Real Estate Portfolio (Tables) |
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Real Estate [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Direct Financing Lease | Our real estate portfolio consisted of the following as of June 30, 2018 and December 31, 2017:
____________________ (1) Minimum lease payments do not include contingent rent, as discussed below, that may be received under the Lease Agreements. (2) Represents portion of land separately classified and accounted for under the operating lease model associated with our investment in Caesars Palace Las Vegas and certain land parcels contained in the Non-CPLV lease. (3) Represents our investment in the Eastside Property. Refer to Note 4—Property Transactions. |
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Schedule of Components of Direct Financing and Operating Leases | The following table details the components of our income from direct financing and operating leases:
____________________ (1) Amounts represent the adjustment to income from direct financing leases in order to recognize income on an effective interest basis at a constant rate of return over the term of the leases. |
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Schedule of Future Minimum Lease Payments for Operating and Capital Leases | At June 30, 2018, minimum lease payments owed to us for each of the five succeeding years under direct financing and operating leases are as follows:
____________________ (1) Minimum lease payments do not include contingent rent, as discussed below, that may be received under the Lease Agreements. |
Property and Equipment Used in Operations, Net (Tables) |
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Property, Plant and Equipment [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule Of Property and Equipment Used in Operations, Net | Property and equipment used in operations is primarily attributable to golf operations land, building and improvements and consists of the following:
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Other Liabilities (Tables) |
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Other Liabilities [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule Of Other Liabilities | The following table details the components of our other liabilities:
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Debt (Tables) |
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Debt Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Debt | The following tables detail our debt obligations as of June 30, 2018 and December 31, 2017:
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Contractual Obligation, Fiscal Year Maturity Schedule | The following table is a schedule of future minimum repayments of our debt obligations as of June 30, 2018:
Total commitments relating to golf operations maintenance agreements at June 30, 2018 are as follows:
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Derivatives (Tables) |
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Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of derivatives | The following table details our outstanding interest rate derivatives that were designated as cash flow hedges of interest rate risk:
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Fair Value (Tables) |
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Fair Value, Net Derivative Measured on Recurring Basis, Unobservable Input Reconciliation | The estimated fair values of our financial instruments that are measured on a recurring basis at June 30, 2018 are as follows:
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Schedule Of Estimated Fair Value | The estimated fair values of our financial instruments that are not measured at fair value on a recurring basis at June 30, 2018 and December 31, 2017 are as follows:
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Commitments and Contingent Liabilities (Tables) |
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Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Future Minimum Rental Payments for Operating Leases | The future minimum lease commitments relating to the base lease rent portion of noncancelable operating leases at June 30, 2018 are as follows:
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Contractual Obligation, Fiscal Year Maturity Schedule | The following table is a schedule of future minimum repayments of our debt obligations as of June 30, 2018:
Total commitments relating to golf operations maintenance agreements at June 30, 2018 are as follows:
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Caesars Entertainment Outdoor | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Schedule of Future Minimum Rental Payments for Operating Leases | The future minimum lease commitments relating to the base lease rent portion of noncancelable operating leases at June 30, 2017 are as follows:
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Contractual Obligation, Fiscal Year Maturity Schedule | The future commitments relating to these agreements at June 30, 2017 are as follows:
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Earnings Per Share (Tables) |
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Schedule of Weighted Average Earnings Per Share | The following table reconciles the weighted-average common shares outstanding used in the calculation of basic earnings per share to the weighted-average common shares outstanding used in the calculation of diluted earnings per share for the three and six months ended June 30, 2018:
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Share-Based Compensation (Tables) |
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Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Share-based Compensation Arrangements by Share-based Payment Award | The following table details our restricted stock activity:
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Segment Information (Tables) |
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Segment Reporting [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Segment Reporting Information, by Segment | The results of each reportable segment presented below are consistent with the way our management assesses these results and allocates resources, which is a consolidated view that adjusts for the impact of certain transactions between our reportable segments, as described below. The following table presents certain information with respect to our segments:
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Related Party Transactions (Tables) |
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Schedule of Related Party Transactions | The following amounts were recorded with respect to the related-party transactions described in this section:
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Business and Basis of Presentation (Details) $ in Thousands |
3 Months Ended | 6 Months Ended | |||||
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Oct. 06, 2017
USD ($)
segment
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Jun. 30, 2017
USD ($)
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Jun. 30, 2018
segment
property
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Jun. 30, 2017
USD ($)
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Jun. 30, 2018
golf_course
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Jun. 30, 2018 |
Jan. 15, 2015
property
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Organization, Consolidation and Presentation of Financial Statements [Line Items] | |||||||
Number of real estate properties | 20 | 4 | |||||
Number of reportable segments | segment | 2 | ||||||
Caesars Entertainment Outdoor | |||||||
Organization, Consolidation and Presentation of Financial Statements [Line Items] | |||||||
Number of real estate properties | property | 4 | ||||||
Variable golf fees | $ 10,000 | $ 1,142 | $ 1,875 | ||||
Use fees | 3,000 | ||||||
Minimum rounds fees | $ 1,100 | ||||||
Number of reportable segments | segment | 1 | ||||||
Reimbursement revenue | $ 284 | $ 454 | |||||
Harrah’s Joliet LandCo LLC | |||||||
Organization, Consolidation and Presentation of Financial Statements [Line Items] | |||||||
Ownership percentage | 20.00% |
Summary of Significant Accounting Policies - Schedule of Cash and Cash Equivalents and Restricted Cash (Details) - USD ($) $ in Thousands |
Jun. 30, 2018 |
Dec. 31, 2017 |
---|---|---|
Accounting Policies [Abstract] | ||
Cash and cash equivalents | $ 940,740 | $ 183,646 |
Restricted cash | 13,808 | 13,760 |
Total cash, cash equivalents and restricted cash shown in the Statement of Cash Flows | $ 954,548 | $ 197,406 |
Summary of Significant Accounting Policies - Narrative (Details) |
6 Months Ended |
---|---|
Jun. 30, 2018
USD ($)
| |
Accounting Policies [Abstract] | |
Impairment of real estate | $ 0 |
Real Estate Portfolio - Schedule Of Direct Financing Leases (Details) - USD ($) $ in Thousands |
Jun. 30, 2018 |
Dec. 31, 2017 |
---|---|---|
Real Estate [Abstract] | ||
Minimum lease payments receivable under direct financing leases | $ 28,963,921 | $ 29,302,166 |
Estimated residual values of leased property (not guaranteed) | 1,987,651 | 1,987,651 |
Gross investment in direct financing leases | 30,951,572 | 31,289,817 |
Unamortized initial direct costs | 0 | 0 |
Less: Unearned income | (22,656,819) | (23,021,174) |
Investment in direct financing leases, net | 8,294,753 | 8,268,643 |
Investment in operating leases | 1,110,400 | 1,110,400 |
Land | 73,600 | 73,600 |
Total Real estate portfolio | $ 9,478,753 | $ 9,452,643 |
Real Estate Portfolio - Schedule of Components of Direct Financing and Operating Leases (Details) - USD ($) $ in Thousands |
3 Months Ended | 6 Months Ended |
---|---|---|
Jun. 30, 2018 |
Jun. 30, 2018 |
|
Real Estate [Abstract] | ||
Income from direct financing leases | $ 182,319 | $ 364,355 |
Income from operating leases | 12,209 | 24,418 |
Total leasing revenue | 194,528 | 388,773 |
Less: Direct financing lease adjustment | (13,197) | (26,110) |
Total contractual leasing revenue | $ 181,331 | $ 362,663 |
Real Estate Portfolio - Schedule of Future Minimum Lease Payments (Details) $ in Thousands |
Jun. 30, 2018
USD ($)
|
---|---|
Real Estate [Abstract] | |
2018 (remaining) | $ 363,213 |
2019 | 730,060 |
2020 | 734,320 |
2021 | 738,656 |
2022 | 744,647 |
Thereafter | 27,329,701 |
Total | $ 30,640,597 |
Real Estate Portfolio - Narrative (Details) |
6 Months Ended |
---|---|
Jun. 30, 2018
option
| |
Real Estate [Abstract] | |
Weighted average remaining lease term | 34 years 4 months 8 days |
Term of contract | 15 years |
Number of renewal options | 4 |
Renewal term | 5 years |
Percentage of annual rent escalator on fixed base rent | 2.00% |
Percentage of annual rent escalator on fixed base rent in subsequent years | 1.00% |
Property and Equipment Used in Operations, Net (Details) - USD ($) $ in Thousands |
3 Months Ended | 6 Months Ended | |
---|---|---|---|
Jun. 30, 2018 |
Jun. 30, 2018 |
Dec. 31, 2017 |
|
Property, Plant and Equipment [Line Items] | |||
Total property and equipment used in operations | $ 75,608 | $ 75,608 | $ 75,051 |
Less: accumulated depreciation | (2,579) | (2,579) | (751) |
Property and equipment used in operations, net | 73,029 | 73,029 | 74,300 |
Depreciation | 922 | 1,828 | |
Land and land improvements | |||
Property, Plant and Equipment [Line Items] | |||
Total property and equipment used in operations | 58,223 | 58,223 | 57,901 |
Buildings and improvements | |||
Property, Plant and Equipment [Line Items] | |||
Total property and equipment used in operations | 14,572 | 14,572 | 14,572 |
Furniture and equipment | |||
Property, Plant and Equipment [Line Items] | |||
Total property and equipment used in operations | $ 2,813 | $ 2,813 | $ 2,578 |
Other Liabilities (Details) - USD ($) $ in Thousands |
Jun. 30, 2018 |
Dec. 31, 2017 |
---|---|---|
Other Liabilities [Abstract] | ||
Accounts payable | $ 1,317 | $ 5,207 |
Accrued payroll and other compensation | 2,506 | 2,559 |
Derivative liability | 4,640 | 0 |
Other accrued expenses | 2,516 | 2,796 |
Total other liabilities | $ 10,979 | $ 10,562 |
Debt - Schedule of Future Minimum Repayment (Details) - USD ($) $ in Thousands |
Jun. 30, 2018 |
Dec. 31, 2017 |
---|---|---|
Debt Disclosure [Abstract] | ||
2018 (remaining) | $ 0 | |
2019 | 0 | |
2020 | 0 | |
2021 | 0 | |
2022 | 1,560,000 | |
Thereafter | 2,588,480 | |
Debt, net | $ 4,148,480 | $ 4,816,892 |
Derivatives - Narrative (Details) |
3 Months Ended | 6 Months Ended | |
---|---|---|---|
Jun. 30, 2018
USD ($)
instrument
|
Jun. 30, 2018
USD ($)
instrument
|
Apr. 24, 2018
USD ($)
instrument
|
|
Derivative [Line Items] | |||
Unrealized loss on cash flow hedges | $ 4,600,000 | $ 4,600,000 | |
Interest expense | $ 51,440,000 | $ 104,314,000 | |
Interest Rate Swaps | |||
Derivative [Line Items] | |||
Number of instruments | instrument | 4 | 4 | 4 |
Notional amount | $ 1,500,000,000 | $ 1,500,000,000 | $ 1,500,000,000.0 |
Fixed interest rate | 2.8297% | 2.8297% | 2.8297% |
Interest expense | $ 1,400,000 | $ 1,400,000 |
Derivatives - Schedule of Derivatives (Details) - Interest Rate Swaps |
Jun. 30, 2018
USD ($)
instrument
|
Apr. 24, 2018
USD ($)
instrument
|
---|---|---|
Derivative [Line Items] | ||
Number of Instruments | instrument | 4 | 4 |
Fixed Rate | 2.8297% | 2.8297% |
Notional | $ | $ 1,500,000,000 | $ 1,500,000,000.0 |
Fair Value - Recurring Basis (Details) - USD ($) $ in Thousands |
Jun. 30, 2018 |
Dec. 31, 2017 |
---|---|---|
Financial liabilities: | ||
Derivative instruments - interest rate swaps | $ 4,640 | $ 0 |
Carrying Amount | Fair Value, Measurements, Recurring | ||
Financial assets: | ||
Short-term investments | 39,906 | |
Carrying Amount | Fair Value, Measurements, Recurring | Interest Rate Swaps | ||
Financial liabilities: | ||
Derivative instruments - interest rate swaps | 4,640 | |
Fair Value | Fair Value, Measurements, Recurring | ||
Financial assets: | ||
Short-term investments | 39,906 | |
Fair Value | Fair Value, Measurements, Recurring | Interest Rate Swaps | ||
Financial liabilities: | ||
Derivative instruments - interest rate swaps | $ 4,640 |
Commitments and Contingent Liabilities - Schedule Of Future Minimum Lease Payments (Details) - USD ($) $ in Thousands |
Jun. 30, 2018 |
Jun. 30, 2017 |
---|---|---|
Loss Contingencies [Line Items] | ||
2018 (remaining) | $ 672 | |
2019 | 1,242 | |
2020 | 983 | |
2021 | 933 | |
2022 | 951 | |
Thereafter | 17,865 | |
Total minimum lease commitments | $ 22,646 | |
Caesars Entertainment Outdoor | ||
Loss Contingencies [Line Items] | ||
2018 (remaining) | $ 430 | |
2019 | 873 | |
2020 | 891 | |
2021 | 908 | |
2022 | 926 | |
Thereafter | 20,234 | |
Total minimum lease commitments | $ 24,262 |
Commitments and Contingent Liabilities - Schedule Of Other Commitments (Details) - USD ($) $ in Thousands |
Jun. 30, 2018 |
Jun. 30, 2017 |
---|---|---|
Loss Contingencies [Line Items] | ||
2018 (remaining) | $ 1,396 | |
2019 | 225 | |
Total golf operations maintenance agreement commitments | $ 1,621 | |
Caesars Entertainment Outdoor | ||
Loss Contingencies [Line Items] | ||
2018 (remaining) | $ 1,375 | |
2019 | 2,969 | |
2020 | 225 | |
Total golf operations maintenance agreement commitments | $ 4,569 |
Stockholders' Equity - Narrative (Details) - USD ($) |
3 Months Ended | 6 Months Ended | ||||
---|---|---|---|---|---|---|
Jun. 14, 2018 |
Mar. 15, 2018 |
Feb. 05, 2018 |
Jun. 30, 2018 |
Jun. 30, 2018 |
Dec. 31, 2017 |
|
Equity [Abstract] | ||||||
Total number of common and preferred shares authorized (in shares) | 750,000,000 | 750,000,000 | ||||
Common stock, shares authorized (in shares) | 700,000,000 | 700,000,000 | 700,000,000 | |||
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 | $ 0.01 | |||
Preferred stock, shares authorized (in shares) | 50,000,000 | 50,000,000 | ||||
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 | ||||
Shares issued in IPO (in shares) | 69,575,000 | |||||
Share price (in dollars per share) | $ 20.00 | |||||
Aggregate offering value of shares | $ 1,400,000,000.000 | $ 1,307,119,000 | ||||
Proceeds from issuance of common stock | $ 1,300,000,000 | |||||
Common stock, shares issued (in shares) | 370,149,921 | 370,149,921 | 300,278,938 | |||
Dividends declared per common share (in dollars per share) | $ 0.2625 | $ 0.16 | $ 0.2625 | $ 0.4225 | ||
Distribution rate per share (in dollars per share) | $ 0.2625 |
Earnings Per Share - Schedule Of Weighted Average Earnings Per Share (Details) - shares |
3 Months Ended | 6 Months Ended |
---|---|---|
Jun. 30, 2018 |
Jun. 30, 2018 |
|
Earnings Per Share [Abstract] | ||
Weighted-average common shares outstanding (in shares) | 369,932,843 | 356,454,441 |
Assumed conversion (in shares) | 59,000 | 37,000 |
Diluted weighted-average common shares outstanding (in shares) | 369,991,738 | 356,491,047 |
Earnings Per Share - Schedule Of Basic And Diluted Earnings Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands |
3 Months Ended | 6 Months Ended |
---|---|---|
Jun. 30, 2018 |
Jun. 30, 2018 |
|
Basic: | ||
Net income attributable to common stockholders | $ 139,044 | $ 251,166 |
Weighted-average common shares outstanding (in shares) | 369,932,843 | 356,454,441 |
Basic EPS (in dollars per share) | $ 0.38 | $ 0.70 |
Diluted: | ||
Net income attributable to common stockholders | $ 139,044 | $ 251,166 |
Diluted weighted-average common shares outstanding (in shares) | 369,991,738 | 356,491,047 |
Diluted EPS (in dollars per share) | $ 0.38 | $ 0.70 |
Share-Based Compensation - Narrative (Details) $ in Millions |
3 Months Ended | 6 Months Ended |
---|---|---|
Jun. 30, 2018
USD ($)
|
Jun. 30, 2018
USD ($)
shares
|
|
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Unrecognized compensation costs | $ 2.8 | $ 2.8 |
Weighted average period | 2 years 10 months | |
Stock Incentive Plan | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of shares issued in transaction (in shares) | shares | 12,750,000 | |
General and Administrative Expense | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
General and administrative | $ 0.5 | $ 0.9 |
Share-Based Compensation - Schedule Of Restricted Stock (Details) - Restricted Stock Units (RSUs) shares in Thousands |
6 Months Ended |
---|---|
Jun. 30, 2018
$ / shares
shares
| |
Shares | |
Beginning balance (in shares) | shares | 124 |
Granted (in shares) | shares | 121 |
Vested (in shares) | shares | (28) |
Forfeited (in shares) | shares | 0 |
Canceled (in shares) | shares | 0 |
Ending balance (in shares) | shares | 217 |
Weighted Average Grant Date Fair Value | |
Beginning balance (in dollars per share) | $ / shares | $ 15.61 |
Granted (in dollars per share) | $ / shares | 19.79 |
Vested (in dollars per share) | $ / shares | 19.97 |
Forfeited (in dollars per share) | $ / shares | 0.00 |
Canceled (in dollars per share) | $ / shares | 0.00 |
Ending balance (in dollars per share) | $ / shares | $ 17.38 |
Segment Information - Narrative (Details) - 6 months ended Jun. 30, 2018 |
segment
property
|
golf_course |
---|---|---|
Segment Reporting [Abstract] | ||
Number of reportable segments | 2 | |
Number of real estate properties | 20 | 4 |
Liabilities Subject to Compromise - Narrative (Details) - Caesars Entertainment Outdoor $ in Thousands |
6 Months Ended | |
---|---|---|
Oct. 06, 2017
USD ($)
|
Jun. 30, 2017
USD ($)
claim
|
|
Reorganizations [Line Items] | ||
Number of proofs of claims | claim | 55 | |
Number of claims carved out of legal entities | claim | 9 | |
Additional claims assigned by court | claim | 12 | |
Amount of claims filed | $ 122,200 | |
Number of filed claims likely to be denied | claim | 21 | |
Amount of filed claims likely to be denied | $ 121,000 | |
Liabilities subject to compromise | $ 125 | |
Gain on settlement of other claims | 124 | |
Amount of claims under review by management | $ 5,100 |
Related Party Transactions - Narrative (Details) - USD ($) |
3 Months Ended | 6 Months Ended |
---|---|---|
Jun. 30, 2017 |
Jun. 30, 2017 |
|
Caesars Entertainment Operating Company, Inc. | ||
Related Party Transaction [Line Items] | ||
Maximum annual contributions per employee, percent (up to) | 50.00% | |
Employer matching contribution, amount (up to) | $ 600 | |
Administrative expense | $ 10,000 | 26,000 |
Accumulated Net Investment Gain (Loss) Attributable to Parent | Caesars Entertainment Outdoor | ||
Related Party Transaction [Line Items] | ||
Dividends | $ 2,167,000 |
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