Cover Page
Cover Page - USD ($) $ in Billions | 12 Months Ended | ||
Dec. 31, 2019 | Feb. 19, 2020 | Jun. 28, 2019 | |
Cover page. | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2019 | ||
Document Transition Report | false | ||
Entity File Number | 000-55791 | ||
Entity Registrant Name | VICI PROPERTIES INC. | ||
Amendment Flag | false | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2019 | ||
Entity Central Index Key | 0001705696 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Incorporation, State or Country Code | MD | ||
Entity Tax Identification Number | 81-4177147 | ||
Entity Address, Address Line One | 535 Madison Avenue, 20th Floor | ||
Entity Address, City or Town | New York, | ||
Entity Address, State or Province | NY | ||
Entity Address, Postal Zip Code | 10022 | ||
City Area Code | 646 | ||
Local Phone Number | 949-4631 | ||
Title of 12(b) Security | Common stock, $0.01 par value | ||
Trading Symbol | VICI | ||
Security Exchange Name | NYSE | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 10.1 | ||
Entity Common Stock, Shares Outstanding | 468,491,573 | ||
Documents Incorporated by Reference [Text Block] | Portions of the Company’s definitive proxy statement relating to the 2020 Annual Meeting of Stockholders, to be filed with the Securities and Exchange Commission within 120 days after the end of the calendar year to which this report relates, are incorporated by reference into Part III, Items 10-14 of this Annual Report on Form 10-K as indicated herein. |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 | Oct. 05, 2017 | Dec. 31, 2016 |
Assets | ||||
Investments in direct financing and sales-type leases, net | $ 10,734,245 | $ 8,916,047 | ||
Right of use assets | 1,086,658 | 1,086,658 | ||
Land | 94,711 | 95,789 | ||
Cash and cash equivalents | 1,101,893 | 577,883 | ||
Restricted cash | 0 | 20,564 | ||
Short-term investments | 59,474 | 520,877 | ||
Other assets | 188,638 | 115,550 | ||
Property and equipment, net | 70,406 | 71,513 | ||
Total assets | 13,265,619 | 11,333,368 | ||
Current liabilities | ||||
Debt, net | 4,791,563 | 4,122,264 | ||
Accrued interest | 20,153 | 14,184 | ||
Deferred financing liability | 73,600 | 73,600 | ||
Deferred revenue | 70,340 | 43,605 | ||
Dividends payable | 137,056 | 116,287 | ||
Other liabilities | 123,918 | 62,406 | ||
Deferred income taxes | 3,382 | 3,340 | ||
Total liabilities | 5,216,630 | 4,432,346 | ||
Commitments and Contingencies | ||||
Stockholders’ equity | ||||
Common stock, $0.01 par value, 700,000,000 shares authorized and 461,004,742 and 404,729,616 shares issued and outstanding at December 31, 2019 and December 31, 2018, respectively | 4,610 | 4,047 | ||
Preferred stock, $0.01 par value, 50,000,000 shares authorized and no shares outstanding at December 31, 2019 and 2018 | 0 | 0 | ||
Additional paid-in capital | 7,817,582 | 6,648,430 | ||
Accumulated other comprehensive loss | (65,078) | (22,124) | ||
Retained earnings | 208,069 | 187,096 | ||
Total VICI stockholders’ equity | 7,965,183 | 6,817,449 | ||
Non-controlling interests | 83,806 | 83,573 | ||
Total stockholders’ equity | 8,048,989 | 6,901,022 | ||
Total liabilities and stockholders’ equity | $ 13,265,619 | $ 11,333,368 | ||
Caesars Entertainment Outdoor | ||||
Assets | ||||
Cash | $ 111 | $ 920 | ||
Receivables, net | 269 | 77 | ||
Inventories | 480 | 371 | ||
Prepayments | 84 | 276 | ||
Total current assets | 944 | 1,644 | ||
Property and equipment, net | 88,309 | 88,831 | ||
Total assets | 89,253 | 90,475 | ||
Current liabilities | ||||
Accounts payable | 272 | 305 | ||
Accrued expenses | 647 | 705 | ||
Current portion of long-term debt | 0 | 14 | ||
Total current liabilities | 919 | 1,024 | ||
Deferred income taxes | 4,944 | 5,043 | ||
Liabilities subject to compromise | 249 | 265 | ||
Total liabilities | 6,112 | 6,332 | ||
Commitments and Contingencies | ||||
Stockholders’ equity | ||||
Net investment | 83,091 | 84,091 | ||
Retained earnings | 50 | 52 | ||
Total VICI stockholders’ equity | 83,141 | 84,143 | ||
Total liabilities and stockholders’ equity | $ 89,253 | $ 90,475 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 2019 | Dec. 31, 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) | 461,004,742 | 404,729,616 | |
Common stock, shares outstanding (in shares) | 461,004,742 | 404,729,616 | 300,278,938 |
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 | |
Preferred stock, shares authorized (in shares) | 50,000,000 | 50,000,000 | |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Dec. 31, 2017 | Oct. 05, 2017 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2016 | Dec. 31, 2015 | |
Revenues | ||||||
Income from direct financing and sales-type leases | $ 150,171 | $ 822,205 | $ 741,564 | |||
Income from operating leases | 11,529 | 43,653 | 47,972 | |||
Tenant reimbursement of property taxes | 19,558 | 0 | 81,240 | |||
Revenues | 187,609 | 894,798 | 897,977 | |||
Operating expenses | ||||||
General and administrative | 9,939 | 24,569 | 24,429 | |||
Depreciation | 751 | 3,831 | 3,686 | |||
Property taxes | 19,558 | 0 | 81,810 | |||
Golf operations | 4,126 | 18,901 | 17,371 | |||
Loss on impairment | 0 | 0 | 12,334 | |||
Transaction and acquisition expenses | 9,039 | 4,998 | 393 | |||
Total operating expenses | 43,413 | 52,299 | 140,023 | |||
Operating income | 144,196 | 842,499 | 757,954 | |||
Interest expense | (63,354) | (248,384) | (212,663) | |||
Interest income | 282 | 20,014 | 11,307 | |||
Loss from extinguishment of debt | (38,488) | (58,143) | (23,040) | |||
Income before income taxes | 42,636 | 555,986 | 533,558 | |||
Income tax (expense) benefit | 1,901 | (1,705) | (1,441) | |||
Net income | 44,537 | 554,281 | 532,117 | |||
Less: Net income attributable to non-controlling interests | (1,875) | (8,317) | (8,498) | |||
Net income attributable to common stockholders | $ 42,662 | $ 545,964 | $ 523,619 | |||
Net income per common share | ||||||
Basic (in dollars per share) | $ 0.19 | $ 1.25 | $ 1.43 | |||
Diluted (in dollars per share) | $ 0.19 | $ 1.24 | $ 1.43 | |||
Weighted average number of common shares outstanding | ||||||
Basic (in shares) | 227,828,844 | 435,071,096 | 367,226,395 | |||
Diluted (in shares) | 227,985,455 | 439,152,946 | 367,316,901 | |||
Other comprehensive income | ||||||
Net income attributable to common stockholders | $ 42,662 | $ 545,964 | $ 523,619 | |||
Unrealized loss on cash flow hedges | 0 | (42,954) | (22,124) | |||
Comprehensive income attributable to common stockholders | 42,662 | 503,010 | 501,495 | |||
Caesars Entertainment Outdoor | ||||||
Revenues | ||||||
Net revenues | $ 14,136 | $ 18,785 | $ 18,077 | |||
Operating expenses | ||||||
General and administrative | 1,382 | 2,009 | 1,760 | |||
Depreciation | 2,445 | 3,030 | 2,882 | |||
Total operating expenses | 14,136 | 18,778 | 18,059 | |||
Operating income | 0 | 7 | 18 | |||
Interest expense | 0 | (7) | (18) | |||
Income before income taxes | 0 | 0 | 0 | |||
Income tax (expense) benefit | (2) | 0 | 3 | |||
Net income | (2) | 0 | 3 | |||
Net income attributable to common stockholders | (2) | 0 | 3 | |||
Other comprehensive income | ||||||
Net income attributable to common stockholders | (2) | 0 | 3 | |||
Golf operations | ||||||
Revenues | ||||||
Revenues | $ 6,351 | $ 28,940 | $ 27,201 | |||
Golf operations | Caesars Entertainment Outdoor | ||||||
Revenues | ||||||
Net revenues | 11,412 | 14,558 | 14,071 | |||
Operating expenses | ||||||
Golf operations | 5,204 | 7,082 | 6,767 | |||
Food and beverage | Caesars Entertainment Outdoor | ||||||
Revenues | ||||||
Net revenues | 1,361 | 2,150 | 2,150 | |||
Operating expenses | ||||||
Golf operations | 1,144 | 1,828 | 1,936 | |||
Retail and other | Caesars Entertainment Outdoor | ||||||
Revenues | ||||||
Net revenues | 1,363 | 2,077 | 1,856 | |||
Operating expenses | ||||||
Golf operations | 1,066 | 1,691 | 1,581 | |||
Property costs | Caesars Entertainment Outdoor | ||||||
Operating expenses | ||||||
Golf operations | $ 2,895 | $ 3,138 | $ 3,133 |
CONSOLIDATED STATEMENT OF OPERA
CONSOLIDATED STATEMENT OF OPERATIONS (Parenthetical) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | |
Oct. 05, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Caesars Entertainment Outdoor | |||
Revenue from related parties | $ 5,685 | $ 6,353 | $ 5,146 |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) $ in Thousands | Total | IPO | Follow-On Offering | Total VICI Stockholders’ Equity | Total VICI Stockholders’ EquityIPO | Total VICI Stockholders’ EquityFollow-On Offering | Common Stock | Common StockIPO | Common StockFollow-On Offering | Preferred Stock | Additional Paid-in Capital | Additional Paid-in CapitalIPO | Additional Paid-in CapitalFollow-On Offering | Accumulated Other Comprehensive Loss | Retained Earnings | Non-controlling Interest | Caesars Entertainment Outdoor | Caesars Entertainment OutdoorRetained Earnings | Caesars Entertainment OutdoorNet Investment |
Beginning balance attributable to parent at Dec. 31, 2014 | $ 87,353 | $ 49 | $ 87,304 | ||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||||
Net income | 3 | 3 | 0 | ||||||||||||||||
Net Income attributable to NCI | 3 | ||||||||||||||||||
Transactions with parent, net | 1,981 | 0 | 1,981 | ||||||||||||||||
Ending balance attributable to parent at Dec. 31, 2015 | 85,375 | 52 | 85,323 | ||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||||
Net income | 0 | 0 | 0 | ||||||||||||||||
Net Income attributable to NCI | 0 | ||||||||||||||||||
Transactions with parent, net | 1,232 | 0 | 1,232 | ||||||||||||||||
Ending balance attributable to parent at Dec. 31, 2016 | 84,143 | 52 | 84,091 | ||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||||
Net income | (2) | (2) | 0 | ||||||||||||||||
Net Income attributable to NCI | (2) | ||||||||||||||||||
Transactions with parent, net | 1,000 | 0 | 1,000 | ||||||||||||||||
Ending balance attributable to parent at Oct. 05, 2017 | $ 83,141 | $ 50 | $ 83,091 | ||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||||
Net income | $ 42,662 | ||||||||||||||||||
Net Income attributable to NCI | 44,537 | ||||||||||||||||||
Transactions with parent, net | 0 | ||||||||||||||||||
Unrealized loss on cash flow hedges | 0 | ||||||||||||||||||
Ending balance attributable to parent at Dec. 31, 2017 | $ 4,691,489 | $ 3,003 | $ 0 | $ 4,645,824 | $ 0 | $ 42,662 | |||||||||||||
Ending balance attributable to NCI at Dec. 31, 2017 | 4,776,364 | $ 84,875 | |||||||||||||||||
Beginning balance attributable to parent at Oct. 06, 2017 | 3,433,673 | 1,772 | 120 | 3,431,781 | 0 | 0 | |||||||||||||
Beginning balance attributable to NCI at Oct. 06, 2017 | 3,516,673 | 83,000 | |||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||||
Net income | 42,662 | 42,662 | |||||||||||||||||
Net Income attributable to NCI | 44,537 | 1,875 | |||||||||||||||||
Preferred stock conversion | 514 | (120) | (394) | ||||||||||||||||
Aggregate offering value of shares | 963,782 | 963,782 | 541 | 963,241 | |||||||||||||||
Mandatory debt conversion | 249,987 | 249,987 | 176 | 249,811 | |||||||||||||||
Share-based compensation | 1,385 | 1,385 | 1,385 | ||||||||||||||||
Ending balance attributable to parent at Dec. 31, 2017 | 4,691,489 | 3,003 | 0 | 4,645,824 | 0 | 42,662 | |||||||||||||
Ending balance attributable to NCI at Dec. 31, 2017 | 4,776,364 | 84,875 | |||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||||
Net income | 523,619 | 523,619 | 523,619 | ||||||||||||||||
Net Income attributable to NCI | 532,117 | 8,498 | |||||||||||||||||
Aggregate offering value of shares | $ 1,307,119 | $ 694,189 | $ 1,307,119 | $ 694,189 | $ 695 | $ 345 | $ 1,306,424 | $ 693,844 | |||||||||||
Distribution to non-controlling interest | (9,800) | (9,800) | |||||||||||||||||
Dividends declared | (379,185) | (379,185) | (379,185) | ||||||||||||||||
Transactions with parent, net | 116,503 | ||||||||||||||||||
Share-based compensation | 2,342 | 2,342 | 4 | 2,338 | |||||||||||||||
Unrealized loss on cash flow hedges | (22,124) | (22,124) | (22,124) | ||||||||||||||||
Ending balance attributable to parent at Dec. 31, 2018 | 6,817,449 | 6,817,449 | 4,047 | 0 | 6,648,430 | (22,124) | 187,096 | ||||||||||||
Ending balance attributable to NCI at Dec. 31, 2018 | 6,901,022 | 83,573 | |||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||||
Net income | 545,964 | 545,964 | 545,964 | ||||||||||||||||
Net Income attributable to NCI | 554,281 | 8,317 | |||||||||||||||||
Aggregate offering value of shares | $ 1,164,545 | $ 1,164,545 | $ 562 | $ 1,163,983 | |||||||||||||||
Distribution to non-controlling interest | (8,084) | (8,084) | |||||||||||||||||
Dividends declared | (524,991) | (524,991) | (524,991) | ||||||||||||||||
Transactions with parent, net | 137,149 | ||||||||||||||||||
Share-based compensation | 5,170 | 5,170 | 1 | 5,169 | |||||||||||||||
Unrealized loss on cash flow hedges | (42,954) | (42,954) | (42,954) | ||||||||||||||||
Ending balance attributable to parent at Dec. 31, 2019 | 7,965,183 | $ 7,965,183 | $ 4,610 | $ 0 | $ 7,817,582 | $ (65,078) | $ 208,069 | ||||||||||||
Ending balance attributable to NCI at Dec. 31, 2019 | $ 8,048,989 | $ 83,806 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Dec. 31, 2017 | Oct. 05, 2017 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2016 | Dec. 31, 2015 | |
Cash flows from operating activities | ||||||
Net income | $ 44,537 | $ 554,281 | $ 532,117 | |||
Adjustments to reconcile net income to cash flows provided by operating activities: | ||||||
Direct financing and sales-type lease adjustments | (8,443) | 239 | (45,404) | |||
Stock-based compensation | 1,385 | 5,223 | 2,342 | |||
Depreciation | 751 | 3,831 | 3,686 | |||
Amortization of debt issuance costs and original issue discount | 156 | 33,034 | 5,976 | |||
Loss on impairment | 0 | 0 | 12,334 | |||
Loss on extinguishment of debt | 38,488 | 58,143 | 23,040 | |||
Deferred income taxes | (1,912) | 0 | (348) | |||
Change in operating assets and liabilities: | ||||||
Other assets | (7,159) | (5,635) | (22,945) | |||
Accrued interest | 21,595 | 5,969 | (7,411) | |||
Deferred revenue | 68,081 | 26,735 | (24,512) | |||
Other liabilities | 10,449 | 339 | 25,207 | |||
Net cash provided by operating activities | 129,440 | 682,159 | 504,082 | |||
Cash flows from investing activities | ||||||
Investments in direct financing and sales-type leases | (1,136,200) | (1,812,404) | (771,507) | |||
Capitalized transaction costs | 0 | (8,698) | (6,780) | |||
Lease modification fee | 0 | 0 | 159,000 | |||
Investments in short-term investments | 0 | (440,353) | (942,311) | |||
Maturities of short-term investments | 0 | 901,756 | 421,434 | |||
Proceeds from sale of land | 0 | 1,044 | 186 | |||
Acquisition of property and equipment | (51) | (2,724) | (899) | |||
Net cash used in investing activities | (1,136,251) | (1,361,379) | (1,140,877) | |||
Cash flows from financing activities | ||||||
Proceeds from offering of common stock | 0 | 1,164,307 | 2,001,493 | |||
Proceeds from private placement of common stock | 963,782 | 0 | 0 | |||
Proceeds from November 2019 Senior Unsecured Notes | 0 | 2,250,000 | 0 | |||
Debt issuance costs | (31,501) | (56,055) | (1,117) | |||
Proceeds from unrecognized sale of real estate | 73,600 | 0 | 0 | |||
Mandatory debt conversion costs | (13) | 0 | 0 | |||
Distributions to non-controlling interests | 0 | (8,084) | (9,800) | |||
Dividends paid | 0 | (503,958) | (262,682) | |||
Net cash provided by financing activities | 1,148,446 | 1,182,666 | 1,037,836 | |||
Net increase in cash, cash equivalents and restricted cash | 141,635 | 503,446 | 401,041 | |||
Cash and cash equivalents, beginning of period | 55,771 | 598,447 | 197,406 | |||
Cash, cash equivalents and restricted cash, end of period | 197,406 | $ 55,771 | 1,101,893 | 598,447 | ||
Supplemental cash flow information: | ||||||
Cash paid for interest | 36,779 | 209,379 | 213,309 | |||
Cash paid for income taxes | 0 | 2,590 | 1,375 | |||
Supplemental non-cash investing and financing activity: | ||||||
Dividends declared, not paid | 0 | 137,149 | 116,503 | |||
CPLV CMBS Debt prepayment penalty reimbursement receivable from Eldorado | 0 | 55,401 | 0 | |||
Lease liabilities arising from obtaining right-of-use assets | 0 | 26,516 | 0 | |||
Debt issuance costs payable | 0 | 16,066 | 0 | |||
Deferred transaction costs payable | 0 | 1,314 | 742 | |||
Transfer of investments in operating leases to land | 0 | 0 | 22,189 | |||
Transfer of investments in direct financing leases to investments in operating leases | 0 | 0 | 10,967 | |||
Revolving Credit Facility | ||||||
Cash flows from financing activities | ||||||
Payment of debt | 0 | 0 | (300,000) | |||
Proceeds from debt | 298,000 | 0 | 0 | |||
CPLV CMBS Debt | ||||||
Cash flows from financing activities | ||||||
Payment of debt | 0 | (1,663,544) | 0 | |||
CPLV CMBS Debt | Revolving Credit Facility | ||||||
Adjustments to reconcile net income to cash flows provided by operating activities: | ||||||
Loss on extinguishment of debt | 58,100 | |||||
Term Loan B Facility | ||||||
Cash flows from financing activities | ||||||
Payment of debt | 0 | 0 | (100,000) | |||
Proceeds from debt | 2,194,686 | 0 | 0 | |||
Second Lien Notes | ||||||
Cash flows from financing activities | ||||||
Payment of debt | 0 | 0 | (290,058) | |||
Prior Term Loan | ||||||
Cash flows from financing activities | ||||||
Payment of debt | (1,638,387) | 0 | 0 | |||
Prior First Lien Notes | ||||||
Cash flows from financing activities | ||||||
Payment of debt | (311,721) | 0 | 0 | |||
Mezzanine Debt | ||||||
Cash flows from financing activities | ||||||
Payment of debt | (400,000) | $ 0 | $ 0 | |||
Caesars Entertainment Outdoor | ||||||
Cash flows from operating activities | ||||||
Net income | (2) | $ 0 | $ 3 | |||
Adjustments to reconcile net income to cash flows provided by operating activities: | ||||||
Depreciation | 2,445 | 3,030 | 2,882 | |||
Net gain on asset sales | 0 | 0 | 38 | |||
Deferred income taxes | (99) | (111) | (101) | |||
Provisions for (recoveries of) bad debt | 12 | (10) | 31 | |||
Change in operating assets and liabilities: | ||||||
Receivables | (203) | 116 | (137) | |||
Other assets | 0 | 12 | 69 | |||
Inventories | (109) | 71 | (5) | |||
Prepayments | 192 | (223) | 6 | |||
Accounts payable | (49) | (39) | 52 | |||
Accrued expenses | (58) | (125) | 126 | |||
Net cash provided by operating activities | 2,129 | 2,721 | 2,888 | |||
Cash flows from investing activities | ||||||
Proceeds from sale of assets | 0 | 0 | 66 | |||
Acquisition of property and equipment | (1,924) | (869) | (798) | |||
Net cash used in investing activities | (1,924) | (869) | (732) | |||
Cash flows from financing activities | ||||||
Repayments for capital leases | (14) | (51) | (45) | |||
Transactions with parent, net | (1,000) | (1,232) | (1,981) | |||
Net cash provided by financing activities | (1,014) | (1,283) | (2,026) | |||
Net increase (decrease) in cash and cash equivalents | (809) | 569 | 130 | |||
Cash and cash equivalents, beginning of period | $ 111 | 920 | 351 | 221 | ||
Cash, cash equivalents and restricted cash, end of period | 111 | 920 | 351 | |||
Supplemental cash flow information: | ||||||
Cash paid for interest | 0 | 7 | 18 | |||
Supplemental non-cash investing and financing activity: | ||||||
Dividends declared, not paid | $ 1,000 | $ 1,232 | $ 1,981 |
Business and Organization and B
Business and Organization and Basis of Presentation | 12 Months Ended |
Dec. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Line Items] | |
Business and Organization and Basis of Presentation | Note 1 — Business and Organization 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, as of December 31, 2019 , of 26 market-leading properties, including Caesars Palace Las Vegas and Harrah’s Las Vegas. As of December 31, 2019 , our properties are leased to, and our tenants are, subsidiaries of Caesars, Penn National, Hard Rock and Century Casinos. We also own and operate four championship golf courses located near certain of our properties. We conduct our operations as a real estate investment trust (“REIT”) for U.S. federal income tax purposes. As such, we generally will not be subject to U.S. federal income taxes on our taxable income to the extent that we annually distribute all of our net taxable income to stockholders and maintain our qualification as a REIT. We conduct our real property business through our Operating Partnership and our golf course business, through a taxable REIT subsidiary (“TRS”), VICI Golf. |
Caesars Entertainment Outdoor | |
Organization, Consolidation and Presentation of Financial Statements [Line Items] | |
Business and Organization and Basis of Presentation | Note 1 — Business and Basis of Presentation Organization Prior to the Formation Date, 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 generate 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 were 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 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 were prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) and with the applicable rules and regulations of the Securities and Exchange Commission (“SEC”). The Financial Statements were derived from the financial statements of CEOC, prepared on a “carve-out” basis, to present the financial position and 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. Actual amounts could differ from those estimates. Golf revenue from CEOC and Caesars' affiliates includes reimbursement for below market-rate golf tee times and free play for certain casino guests. Variable golf fees provided by CEOC and Caesars affiliates are based on revenue shortfalls necessary to cover the cost of maintaining the courses in appropriate playing conditions 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. These reimbursements and adjustments are included in golf revenue in the Statements of Operations. Each of the golf courses represents a separate operating segment and we aggregate all such operations into one reportable segment. The Business’ Financial Statements reflect the application of ASC 852. 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 Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2019 | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Basis of Presentation The accompanying consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) as 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”). On the Formation Date, upon CEOC’s emergence from bankruptcy, we adopted fresh-start reporting in accordance with provisions of ASC 852, “Reorganizations” (“ASC 852”). In the application of fresh start accounting, we allocated the enterprise value to the fair value of assets and liabilities in conformity with the guidance for the acquisition method of accounting for business combinations under ASC 805, “Business Combinations” (“ASC 805”). Principles of Consolidation and Non-controlling Interest 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 property and is the lessor under the related Joliet Lease Agreement. 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. Reportable Segments 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, each of which is an operating segment and is aggregated into one reportable segment. Corporate and overhead costs are allocated to reportable segments based upon revenue or headcount. Management believes that the assumptions and methodologies used in the allocation of such expenses are reasonable. Cash, Cash Equivalents and Restricted Cash 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. As of December 31, 2018, restricted cash was primarily comprised of funds paid by us into a restricted account for a lender required FF&E replacement reserve for the CPLV CMBS Debt. The CPLV CMBS Debt was repaid in full in November 2019 and accordingly, we no longer have any restricted cash balances as of December 31, 2019. 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. (In thousands) December 31, 2019 December 31, 2018 Cash and cash equivalents $ 1,101,893 $ 577,883 Restricted cash — 20,564 Total cash, cash equivalents and restricted cash shown in the Statement of Cash Flows $ 1,101,893 $ 598,447 Short-Term Investments We generally invest our excess cash in short-term investment grade commercial paper as well as discount notes issued by government-sponsored enterprises including the Federal Home Loan Mortgage Corporation and certain of the Federal Home Loan Banks. These investments generally have original maturities between 91 and 180 days and are accounted for as available for sale securities. As of December 31, 2019 and 2018, we had $59.5 million and $520.9 million , respectively, of short-term investments. Investments in Direct Financing and Sales-Type Leases, Net We account for our investments in leases under ASC 842 “Leases” (“ASC 842”), which we adopted on January 1, 2019. Upon lease inception or lease modification, we assess lease classification to determine whether the lease should be classified as a direct financing, sales-type or operating lease. As required by ASC 842, we separately assess the land and building components of the property to determine the classification of each component, unless the impact of doing so is immaterial. If the lease component is determined to be a direct financing or sales-type lease, we record a net investment in the lease, which is equal to the sum of the lease receivable and the unguaranteed residual asset, discounted at the rate implicit in the lease. Any difference between the fair value of the asset and the net investment in the lease is considered selling profit or loss and is either recognized upon execution of the lease or deferred and recognized over the life of the lease, depending on the classification of the lease. Due to the nature of our assets, the net investment in the lease is generally equal to the purchase price of the asset, and the land and building components of an investment generally have the same lease classification. For leases determined to be sales-type leases, we further assess to determine whether the transaction is considered a sale leaseback transaction. If we determine that the lease meets the definition for a sale leaseback transaction, the lease is considered a financing receivable and is recognized in accordance with ASC 310 “Receivables” (“ASC 310”). We currently do not have any lease investments that are accounted for as financing receivables under ASC 310. Upon adoption of ASC 842, we made an accounting policy election to use a package of practical expedients that, among other things, allow us to not reassess prior lease classifications or initial direct costs for leases that existed as of the balance sheet date. As such, we have not reassessed the classification of our Caesars Lease Agreements, as these leases existed prior to our adoption of ASC 842. We determined that the land and building components of the Margaritaville Lease Agreement, the Greektown Lease Agreement, the Hard Rock Cincinnati Lease Agreement and the Century Portfolio Lease Agreement meet the definition of a sales-type lease. The Caesars Lease Agreements continue to be accounted for as direct financing leases and are included within Investments in direct financing and sales-type leases on the Balance Sheet, with the exception of the land component of Caesars Palace Las Vegas which was determined to be an operating lease and is included in Investments in operating leases on the Balance Sheet. The income recognition for our direct financing leases recognized under ASC 840 is consistent with the income recognition for our sales-type lease under ASC 842. Lease Term We assess the noncancelable lease term under ASC 842, which includes any reasonably assured renewal periods. All of our Lease Agreements provide for an initial term, with multiple tenant renewal options. We have individually assessed all of our Lease Agreements and concluded that the lease term includes all of the periods covered by extension options as it is reasonably certain our tenants will renew the Lease Agreements. We believe our tenants are economically compelled to renew the Lease Agreements due to the importance of our real estate to the operation of their business, the significant capital they have invested in our properties and the lack of suitable replacement assets. Income from Leases We recognize the related income from our direct financing and sales-type 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 and sales-type leases will not equal income from our Lease Agreements. Rather, a portion of the cash rent we receive is recorded as Income from direct financing and sales-type leases in our Statement of Operations and a portion is recorded as a change to Investments in direct financing and sales-type leases, net. Under ASC 840, we determined that the land component of Caesars Palace Las Vegas was greater than 25% of the overall fair value of the combined land and building components. At lease inception the land was determined to be an operating lease and we record the related income 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 the lessee’s incremental borrowing rate to the value of the land. Revenue from this lease is recorded as Income from operating leases in our Statement of Operations. Initial direct costs incurred in connection with entering into lease agreements are included in the balance of the net investment in lease. In relation to direct financing and sales-type leases, such amounts will be recognized as a reduction to Income from investments in leases over the life of the lease using the effective interest method. Costs that would have been incurred regardless of whether the lease was signed, such as legal fees and certain other third-party fees, are expensed as incurred to Transaction and acquisition expenses in our Statement of Operations. Investments in Land Vacant, Non-Operating Land On the Formation Date, CEOC transferred certain vacant, non-operating land parcels to us, which are subject to the provisions of the Non-CPLV Lease Agreement. The Non-CPLV Lease Agreement allows for the sale of these vacant, non-operating land parcels without Caesars’ consent since they are specifically identified as de minimis to the operations of Caesars. All of the land parcels are located outside of Las Vegas and none of the land parcels are a component of the operations of our regional property portfolio. In 2018 we reclassified the entire $22.2 million carrying value of the vacant, non-operating land from Investments in operating leases to Land. Eastside Property In 2017, we sold certain land parcels known as the Eastside Property to Caesars for a sales price of $73.6 million . It was determined that the transaction did not meet the requirements of a completed sale for accounting purposes due to a put/call option on the land parcels and a convention center currently in process of being constructed (“Caesars Forum Convention Center”). The amount of $73.6 million is presented as Land with a corresponding amount of $73.6 million recorded as Deferred financing liability in our Consolidated Balance Sheet. Property and Equipment Used in Operations Property and equipment used in operations is included within Other assets on our Balance Sheet and represents assets primarily related to VICI Golf, our golf operations. We assign lives to our assets based on our standard policy, which is established by management as representative of the useful life of each category of asset. Additions to property used in operations are stated at cost. We capitalize the costs of improvements that extend the life of the asset and expense maintenance and repair costs as incurred. Gains or losses on the dispositions of property and equipment are recognized in the period of disposal. Depreciation is calculated using the straight-line method over the shorter of the estimated useful life of the asset or the related lease as follows: Depreciable land improvements 2-50 years Building and improvements 5-25 years Furniture and equipment 2-5 years Impairment We assess our investments in operating leases, land and property and equipment used in operations for impairment under ASC 360 “Property, Plant and Equipment” (“ASC 360”) on a quarterly basis or whenever certain events or changes in circumstances indicate a possible impairment of the carrying value of the asset. Events or circumstances that may occur include changes in management’s intended holding period or potential sale to a third party, significant changes in real estate market conditions or tenant financial difficulties resulting in non-payment of the lease. We assess our investments in direct financing and sales-type leases for impairment under ASC 310. Under ASC 310, the net investment in the lease is identified for impairment when it becomes probable that we will be unable to collect all rental payments associated with our investment in the lease. Impairments are measured as the amount by which the current book value of the asset exceeds the estimated fair value of the asset. With respect to estimated expected future cash flows for determining whether an asset is impaired, assets are grouped at the lowest level of identifiable 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 9 - 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 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. Tenant Reimbursement of Property Taxes Real estate taxes paid directly by our tenants to taxing authorities were recorded gross on our Balance Sheets and Income Statements during 2018 and 2017, as we concluded we are the primary obligor. Such amounts were presented as revenues from tenant reimbursement of property taxes with a corresponding and offsetting property tax expense. Upon adoption of ASC 842, “Leases” (“ASC 842”) in 2019, such amounts are presented net, as the tenants pay the real estate taxes directly to the applicable taxing authority. Refer to Note 3 - Recently Issued Accounting Pronouncements for further details. Revenue from Golf Operations 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 currently comprised of a $10.3 million annual membership fee, $3.1 million of use fees and approximately $1.2 million of minimum rounds fees. 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. Revenue from the Golf Course Use Agreement is recognized in accordance with ASC 606, “Revenue From Contracts With Customers” and recognized ratably over the performance period. Additional revenues from golf course operations, food and beverage and merchandise sales are recognized at the time of sale or when the service is provided and are reported net of sales tax. Golf memberships sold to individuals are not refundable and are deferred and recognized within golf revenue in the Statements of Operations over the expected life of an active membership, which is typically one year or less. Income Taxes-REIT Qualification We conduct our operations as a REIT for U.S. federal income tax purposes. To qualify as a REIT, we must meet certain organizational and operational requirements, including a requirement to distribute at least 90% of our annual REIT taxable income to stockholders, determined without regard to the dividends paid deduction and excluding any net capital gains. As a REIT, we generally will not be subject to federal income tax on income that we pay as distributions to our stockholders. If we fail to qualify as a REIT in any taxable year, we will be subject to U.S. federal income tax on our taxable income at regular corporate income tax rates, and distributions paid to our stockholders would not be deductible by us in computing taxable income. Additionally, any resulting corporate liability created if we fail to qualify as a REIT could be substantial and could materially and adversely affect our net income and net cash available for distribution to stockholders. Unless we were entitled to relief under certain Code provisions, we also would be disqualified from re-electing to be taxed as a REIT for the four taxable years following the year in which we failed to qualify to be taxed as a REIT. The TRS operations (represented by the four golf course businesses) are able to engage in activities resulting in income that would not be qualifying income for a REIT. As a result, certain activities of the Company which occur within its TRS operations are subject to federal and state income taxes. The provision for income taxes includes current and deferred portions. The current income tax provision differs from the amount of income tax currently payable because of temporary differences in the recognition of certain income and expense items between financial reporting and income tax reporting. We use the asset and liability method to provide for income taxes, which requires that our income tax expense reflect the expected future tax consequences of temporary differences between the carrying amounts of assets or liabilities for financial reporting versus income tax purposes. Accordingly, a deferred tax asset or liability for each temporary difference is determined based on enacted tax rates that we expect to be in effect when the underlying items of income and expense are realized and the differences reverse. We recognize any interest and penalties, as incurred, in general and administrative expenses in our Statement of Operations. Debt Issuance Costs Debt issuance costs are deferred and amortized to interest expense over the contractual term of the underlying indebtedness. We present unamortized deferred financing costs as a direct deduction from the carrying amount of the associated debt liability. Transaction and Acquisition Expenses Transaction and acquisition-related expenses that are not capitalizable under GAAP, including most leasing costs under ASC 842, are expensed in the period they occur. Transaction and acquisition expenses also include dead deal costs. Stock-Based Compensation We account for stock-based compensation under ASC 718, Compensation - Stock Compensation (“ASC 718”), which requires us to expense the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award. This expense is recognized ratably over the requisite service period following the date of grant. For non-vested share awards that vest over a predetermined time period, we use the 10 -day volume weighted average price using the 10 trading days ending on the grant date. For non-vested share awards that vest based on market conditions, we use a Monte Carlo simulation (risk-neutral approach) to determine the value of each tranche. The unrecognized compensation relating to awards under our stock incentive plan will be amortized to general and administrative expense over the awards’ remaining vesting periods. Vesting periods for award of equity instruments range from zero to four years. See Note 13—Stock-Based Compensation for further information related to the stock-based compensation. Earnings Per Share Earnings per share (”EPS”) is calculated in accordance with ASC 260, “Earnings Per Share”. Basic EPS is computed by dividing net income applicable to common stockholders by the weighted-average number of shares of common stock outstanding during the period. Diluted EPS reflects the additional dilution for all potentially dilutive securities including those from our stock incentive plan. See Note 12—Earnings Per Share for the detailed EPS calculation. Underwriting Commissions and Offering Costs Underwriting commissions and offering costs incurred in connection with common stock offerings are reflected as a reduction of additional paid-in capital. Costs incurred that are not directly associated with the completion of a common stock offering are expensed when incurred. Concentrations of Credit Risk Caesars is the guarantor of all the lease payment obligations of the tenants under the respective leases of the properties that it leases from us, with the exception of Harrah’s Las Vegas which is guaranteed by a subsidiary of Caesars. Revenue from the Caesars Lease Agreements represented 93 % , 100% and 100% of our lease revenues for the years ended December 31, 2019 and 2018 and the period from October 6, 2017 through December 31, 2017, respectively. Additionally, our properties on the Las Vegas Strip generated approximately 33% , 36% and 28% of our lease revenues for the years ended December 31, 2019 and 2018 and the period from October 6, 2017 through December 31, 2017, respectively. We do not believe there are any other significant concentrations of credit risk. Caesars is a publicly traded company that is subject to the informational filing requirements of the Securities Exchange Act of 1934, as amended, and is required to file periodic reports on Form 10-K and Form 10-Q and current reports on Form 8-K with the SEC. Caesars’ SEC filings are available to the public from the SEC’s web site at www.sec.gov . We make no representation as to the accuracy or completeness of the information regarding Caesars that is available through the SEC’s website or otherwise made available by Caesars or any third party, and none of such information is incorporated by reference in this Annual Report on Form 10-K. Reclassifications In the quarter ended June 30, 2019 we reclassified property and equipment used in operations, net to Other assets in the Balance Sheet in order to simplify our presentation. As of December 31, 2019 and 2018 , such amounts represent $70.4 million and $71.5 million |
Caesars Entertainment Outdoor | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |
Summary of Significant Accounting Policies | Note 2 — Summary of Significant Accounting Policies Cash Cash consists of cash-on-hand and cash-in-bank. Receivables Accounts receivable are non-interest bearing and are initially recorded at cost. They include amounts for sponsorship and other golf tournament fees, amounts due for hosted private events, and amounts due from credit card clearing activities. The allowance for doubtful accounts is established and maintained based on our best estimate of accounts receivable collectability. Management estimates collectability by specifically analyzing accounts receivable aging, known troubled accounts and other historical factors that affect collections. Accounts are written off when management deems the account to be uncollectible. Recoveries of accounts previously written off are recorded into income when received. Trade receivables are due within one year or less and approximates fair value. Allowance for Doubtful Accounts (In thousands) 2017 2016 2015 Balance as of January 1, $ 7 $ 19 $ 1 Charges (credits) to income 12 (10 ) 31 Write-offs less recoveries (11 ) (2 ) (13 ) Balance as of October 5, 2017; December 31, 2016; and December 31, 2015, respectively $ 8 $ 7 $ 19 Inventory Inventory, which consists primarily of food and beverages and merchandise held for resale, is stated at the lower of cost or market. Losses on obsolete or excess inventory are not material. Long-Lived Assets The Business has significant capital invested in long-lived assets and judgments are made in determining their estimated useful lives and salvage values and if or when an asset (or asset group) has been impaired. The accuracy of these estimates affects the amount of depreciation and amortization expense recognized in the financial results and whether a gain or loss should be recognized on the disposal of an asset. Lives assigned to the assets are based on standard policy, established by management as representative of the useful life of each category of asset. The carrying value of our long-lived assets is reviewed whenever events and circumstances indicate the carrying value of an asset may not be recoverable from the estimated future cash flows expected to result from its use and eventual disposition. The factors considered by management in performing this assessment may include current operating results, trends, prospects, as well as the effect of demand, competition, and other economic, legal, and regulatory factors. In estimating expected future cash flows for determining whether an asset is impaired, assets are grouped at the lowest level of identifiable cash flows, which in this case, is the four golf courses combined together as an asset group. These analyses are sensitive to management assumptions and the estimates of the obsolescence factors. Changes in these assumptions and estimates could have a material impact on the analyses and the Financial Statements. For the period from January 1, 2017 to October 5, 2017 and the years ended December 31, 2016 and 2015 , no impairment of long-lived assets was recorded. Additions to property and equipment are stated at cost. Costs of improvements that extend the life of the asset are capitalized. Maintenance and repair costs are expensed as incurred. Gains or losses on the dispositions of property and equipment are recognized in the period of disposal. With respect to golf course improvements (included in land improvements), only costs associated with original construction, complete replacements of items such as tee boxes and putting greens, or the addition of new trees, sand traps, fairways or putting greens are capitalized. All other related costs are expensed as incurred. For building improvements, only costs that extend the useful life of the building are capitalized. Certain land improvements include site preparations that prepare land for its intended use as a golf course. Like the land itself, these improvements are inexhaustible and therefore not depreciated. Examples include excavation, filling, grading and preparation of fairways and roughs. Depreciable land improvements are defined as improvements made to land that have determinable estimated useful lives and deteriorate with use or passage of time. These improvements were built or installed to enhance or facilitate the use of the land for a particular purpose. Depreciable land improvements associated with the golf courses include greens, bunkers, tee boxes, cart paths, fences and gates, landscaping and sprinkler systems. Depreciation is calculated using the straight-line method over the shorter of the estimated useful life of the asset or the related lease, as follows: Useful Lives Land improvements 12-60 years Buildings and leasehold improvements 40 years Building improvements 5-15 years Furniture, fixtures, and equipment 2-10 years Leasehold improvements are amortized over the shorter of the term of the respective lease or their useful life using the straight-line method. Liabilities Subject to Compromise Under bankruptcy law, actions by creditors to collect amounts owed prior to the Petition Date are stayed and certain other prepetition contractual obligations may not be enforced against the companies that own the Business. Substantially all liabilities of the Debtors as of the Petition Date, except those paid under certain first day motions filed with the Bankruptcy Court, have been classified as liabilities subject to compromise in the Balance Sheets. Liabilities subject to compromise, including claims that became known after the bankruptcy petition was filed, are reported using our best estimates of the expected amount of the total allowed claim. Revenue Recognition Revenues from golf course operations, food and beverage and merchandise sales are recognized at the time of sale or when the service is provided and are reported net of sales tax. Golf memberships sold are typically to individuals and are not refundable and are deferred and recognized within golf revenue in the Statements of Operations over the expected life of an active membership, which is typically one year or less. 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 $611,000 for the period January 1, 2017 to October 5, 2017 , and $620,000 and $708,000 for the years ended December 31, 2016 and 2015 , 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 $4,692,000 for the period January 1, 2017 to October 5, 2017 and $4,862,000 and $3,669,000 for the years ended December 31, 2016 and 2015 , respectively. Advertising Expense The golf courses are marketed through advertising and other promotional activities. Advertising expense is charged to income during the period incurred. Advertising expense totaled approximately $63,000 for the period January 1, 2017 to October 5, 2017 , and $118,000 and $74,000 for the years ended December 31, 2016 and 2015 , respectively, and is included in Administrative and other in the Statements of Operations. Property Costs Property costs are charged to income during the period incurred and include land rent, utilities and general repairs and maintenance. Income Taxes Historically, the Outdoor Business has been included in the consolidated federal income tax return of Caesars, as well as certain state tax returns where Caesars or one of its subsidiaries files a state tax return. The provisions of ASC 740, “Income Taxes,” was applied and the provision for income taxes was computed on a separate return basis. The separate return method applies the accounting guidance for income taxes to the stand-alone combined Financial Statements as if the Business was a separate taxpayer and a stand-alone enterprise for the periods presented. As discussed in Note 7, these Financial Statements include certain allocations of income and expense amongst affiliated entities. The tax provision was calculated assuming such allocations were appropriate for income tax reporting purposes and do not include any transfer pricing adjustments with respect to such allocations. The calculation of income taxes on a separate return basis requires a considerable amount of judgment and use of both estimates and allocations. Management believes that the assumptions and estimates used to compute these tax amounts are reasonable. However, the Financial Statements may not necessarily reflect our income tax expense or tax payments in the future, or what tax amounts would have been if the Business had been a stand-alone enterprise during the periods presented. |
Recently Issued Accounting Pron
Recently Issued Accounting Pronouncements | 12 Months Ended |
Dec. 31, 2019 | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements Accounting Pronouncements Recently Adopted ASU No. 2016-02 - Leases (Topic 842) - February 2016 (as amended through March 2019): The guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018 and is implemented using a modified retrospective approach, with the option to apply the guidance at the effective date or the beginning of the earliest comparative period. We adopted the guidance on January 1, 2019 and elected to apply the effective date method and, as such, have not re-cast prior periods to show the effects of ASC 842. Additionally, upon adoption, we elected a package of practical expedients that, among other things, allow us to not reassess prior lease classifications or initial direct costs for leases that existed before the adoption date. As such, we have not reassessed the classification of our Caesars Lease Agreements, as these leases existed prior to our adoption of ASC 842. Lessor Accounting The new guidance did not have a material impact on the accounting treatment of our triple-net tenant leases, which are the primary source of our revenues. As such, upon adoption of ASC 842, we have not recorded any adjustment to our beginning balance of retained earnings. However, as of January 1, 2019, there are certain changes to the guidance under ASC 842, which will have an impact on future operating results, as follows: • Costs that are paid directly by the lessee to a third party, such as real estate taxes and insurance, are no longer recognized in our Statement of Operations. Prior to our adoption of ASC 842, we presented on a gross basis the real estate taxes that were paid by our tenants directly to the taxing authority. Subsequent to our adoption of ASC 842, Tenant reimbursements of property taxes and Property taxes expense are presented on a net basis, as the lessee pays for such costs directly. However, consistent with our effective date adoption approach, we have not re-cast prior year financial results to conform to the current period presentation. • Initial direct costs associated with the execution of lease agreements, such as legal fees and certain transaction costs will no longer be capitalizable and instead are expensed in the period incurred. • Long-term leases entered into or modified subsequent to our adoption of ASC 842 will most likely be considered sales-type leases, as defined in ASC 842. The accounting for a sales-type lease is materially consistent with that of the current accounting for our direct financing leases. If we determine that the lease meets the definition for a sale leaseback transaction, the lease is considered a financing receivable and is accounted for in accordance with ASC 310. • Prior to our adoption of ASC 842, the residual value component of our Lease Agreements was assessed for impairment under ASC 360 while the receivable component was separately assessed for impairment under ASC 310. Upon adoption of ASC 842, both the receivable and residual value components of the direct financing and sales-type leases are assessed for impairment under ASC 310. Lessee Accounting In relation to certain operating leases for which we are the lessee, such as the ground lease on the Cascata golf course, upon adoption of ASC 842, we recorded a right of use asset and corresponding lease liability of $11.1 million , which is included in Other assets and Other liabilities on our Balance Sheets. There was no change to our lease expense as a result of the change in accounting as such expense is still being recorded on a straight-line basis. Accounting Pronouncements Not Yet Adopted ASU No. 2016-13 - Financial Instruments-Credit Losses (Topic 326) - June 2016 (as amended through May 2019) : This amended guidance changes how entities will measure credit losses for most financial assets and certain other instruments, including direct financing and sales-type leases, that are not measured at fair value through net income. The guidance replaces the current “incurred loss” model with an “expected loss” approach, which will generally result in earlier recognition of allowance for losses. As a result of the guidance, we will be required to estimate and record non-cash credit losses related to our historical, and any future investments in direct financing and sales-type leases and expand credit quality disclosures. We do not believe the new standard will materially impact any of our other financial assets or instruments that we currently have on our balance sheet. We will measure credit losses by engaging a data analytics firm to assist with estimating both the probability of default (“PD”) and loss given default (“LGD”) of our tenants and their parent guarantors over the life of each individual lease. These individual loss rates will then be applied to our net investment in direct financing and sales-type leases. The estimated losses will be discounted using the effective interest rate implicit in the lease. We currently estimate that our initial allowance for credit losses upon the adoption of the standard will be between 1% and 5% of our total net investment in direct financing and sales-type leases. We will adopt the guidance on January 1, 2020 using the modified retrospective approach method of adoption. Under this method we will record a cumulative-effect adjustment to the balance sheet and retained earnings by recording a credit allowance for all of our existing investments in direct financing and sales-type leases. Periods prior to the adoption date that are presented for comparative purposes will not be adjusted. Each time we enter into a new direct financing or sales-type lease, we will be required to estimate a credit allowance which will result in a non-cash charge to the Statement of Operations and a corresponding reduction in our net investment in the lease. Finally, each reporting period we will be required to update the estimated allowance for any estimated changes in the credit loss, with the resulting change being recorded through the Statement of Operations. ASU No. 2018-16 - Inclusion of the Secured Overnight Financing Rate (SOFR) Overnight Index Swap (OIS) Rate as a Benchmark Interest Rate for Hedge Accounting Purposes - October 2018 : This amended guidance expands the list of U.S. benchmark interest rates permitted in the application of hedge accounting by adding the OIS rate based on SOFR as an eligible benchmark interest rate and is effective for interim and annual reporting periods in fiscal years beginning after December 15, 2018. We are currently evaluating the effect of this new benchmark interest rate option, and do not believe this ASU will have a material impact on our financial statements. |
Caesars Entertainment Outdoor | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |
Recently Issued Accounting Pronouncements | Note 3 — Recently Issued Accounting Pronouncements The Financial Accounting Standards Board (the “FASB”) issued the following authoritative guidance amending the FASB Accounting Standards Codification. Business Combinations - January 2017 : Updated amendments intend to clarify the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisition (or disposals) of assets or businesses. Amendments in this update provide a more robust framework to use in determining when a set of assets and activities is a business and to provide more consistency in applying the guidance, reduce the costs of application, and make the definition of a business more operable. The amendments are effective to annual periods beginning after December 15, 2017, including interim periods within those periods. Early adoption is allowed as follows: (1) Transactions for which acquisition date occurs before the issuance date or effective date of the amendments, only when the transaction has not been reported in Financial Statements that have been issued or made available for issuance and (2) transactions in which a subsidiary is deconsolidated or a group of assets is derecognized that occur before the issuance date or effective date of the amendments, only when the transaction has not been reported in Financial Statements that have been issued or made available for issuance. The adoption of this standard could have a material impact on our Financial Statements should we have a future acquisition of a business. Leases - February 2016 (amended January 2017) : 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. The qualitative and quantitative effects of adoption are still being analyzed. We are in the process of evaluating the full impact the new guidance will have on our Financial Statements. Revenue from Contracts with Customers - May 2014 (amended January 2017) : The new guidance is intended to clarify the principles for recognizing revenue and to develop a common revenue standard for GAAP applicable to revenue transactions. Existing industry guidance will be eliminated. The FASB has recently issued several amendments to the standard, including clarification on accounting for and identifying performance obligations. This guidance is effective for annual reporting periods beginning after December 15, 2017, including interim periods within those reporting periods. The guidance should be applied using the full retrospective method or retrospectively with the cumulative effect initially applying the guidance recognized at the date of initial application. We are adopting this standard effective January 1, 2018, retrospectively, and determined that there will not be a material impact to our Financial Statements. The adoption of this guidance does not change the timing or process in which we recognize golf revenue. Income Taxes - October 2016 : Amended guidance that addresses intra-entity transfers of assets other than inventory, which requires the recognition of any related income tax consequences when such transfers occur. The amendments should be applied on a modified retrospective basis through a cumulative-effect adjustment directly to retained earnings as of the beginning of the period of adoption. Amendments are effective for fiscal years beginning after December 15, 2017, and interim reporting periods within those years. Early adoption is permitted. We do not expect this standard will have a material impact on our Financial Statements. Statement of Cash Flows - August 2016 : |
Property Transactions
Property Transactions | 12 Months Ended |
Dec. 31, 2019 | |
Business Combinations [Abstract] | |
Property Transactions | Property Transactions Summary of Recent Activities Since January 1, 2019 our significant activities, in reverse chronological order, are as follows: Closing of Purchase of JACK Cleveland/Thistledown On January 24, 2020 we completed the previously announced transaction to acquire the casino-entitled land and real estate and related assets of the JACK Cleveland Casino, located in Cleveland, Ohio and the video lottery gaming and pari-mutuel wagering authorized land and real estate and related assets of the JACK Thistledown Racino located in North Randall, Ohio from affiliates of JACK Entertainment, for approximately $843.3 million in cash (the “JACK Cleveland/Thistledown Acquisition”). Simultaneous with the closing of the JACK Cleveland/Thistledown Acquisition, we entered into a master triple-net lease agreement for JACK Cleveland and JACK Thistledown with subsidiaries of JACK Entertainment. The lease has an initial total annual rent of $65.9 million and an initial term of 15 years , with four five-year tenant renewal options. The tenant’s obligations under the lease are guaranteed by Rock Ohio Ventures LLC (“Rock Ohio Ventures”). Additionally, we made a $50.0 million loan (the “ROV Loan”) to affiliates of Rock Ohio Ventures secured by, among other things, certain non-gaming real estate assets owned by such affiliates and guaranteed by Rock Ohio Ventures. The ROV Loan bears interest at 9.0% per annum for a period of five years with two one-year extension options. Sale of Harrah’s Reno On December 31, 2019 we and Caesars entered into a definitive agreement to sell the Harrah’s Reno asset for $50.0 million to a third party. We are entitled to receive 75% of the proceeds of the sale and Caesars is entitled to receive 25% of the proceeds. The annual rent payments under the Non-CPLV Lease Agreement will remain unchanged following completion of the disposition. Closing of Purchase of Century Portfolio On December 6, 2019, we completed the previously announced transaction to acquire the land and real estate assets of (i) Mountaineer Casino, Racetrack & Resort located in New Cumberland, West Virginia, (ii) Century Casino Caruthersville located in Caruthersville, Missouri and (iii) Century Casino Cape Girardeau located in Cape Girardeau, Missouri from affiliates of Eldorado, for approximately $277.8 million , and a subsidiary of Century Casinos acquired the operating assets of the Century Portfolio for approximately $107.2 million (together, the “Century Portfolio Acquisition”). Simultaneous with the closing of the Century Portfolio Acquisition, we entered into a master triple-net lease agreement for the Century Portfolio with a subsidiary of Century Casinos. The master lease has an initial total annual rent of $25.0 million and an initial term of 15 years , with four five-year tenant renewal options. The tenant’s obligations under the lease are guaranteed by Century Casinos. We determined that the land and building components of the Century Portfolio Lease Agreement meet the definition of a sales-type lease and have recorded the corresponding asset, including related transaction and acquisition costs, in Investments in direct financing and sales-type leases on our Balance Sheet. Closing of Purchase of Hard Rock Cincinnati On September 20, 2019, we completed the previously announced transaction to acquire the casino-entitled land and real estate and related assets of Hard Rock Cincinnati, located in Cincinnati, Ohio from affiliates of JACK Entertainment LLC, for approximately $558.3 million , and a subsidiary of Hard Rock acquired the operating assets of the Hard Rock Cincinnati Casino for $186.5 million (together, the “Hard Rock Cincinnati Acquisition”). Simultaneous with the closing of the Hard Rock Cincinnati Acquisition, we entered into a triple-net lease agreement for Hard Rock Cincinnati with a subsidiary of Hard Rock. The lease has an initial total annual rent of $42.8 million and an initial term of 15 years , with four five-year tenant renewal options. The tenant’s obligations under the lease are guaranteed by Seminole Hard Rock Entertainment, Inc. We determined that the land and building components of the Hard Rock Cincinnati Lease Agreement meet the definition of a sales-type lease and have recorded the corresponding asset, including related transaction and acquisition costs, in Investments in direct financing and sales-type leases on our Balance Sheet. Eldorado Transaction On June 24, 2019, we entered into a master transaction agreement (the “Master Transaction Agreement” or “MTA”) with Eldorado relating to the transactions described below (collectively, the “Eldorado Transaction”), all of which are conditioned upon consummation of the closing of the merger contemplated under an Agreement and Plan of Merger (the “Eldorado/Caesars Merger Agreement”) pursuant to which a subsidiary of Eldorado will merge with and into Caesars, with Caesars surviving as a wholly owned subsidiary of Eldorado. Upon closing of the merger, Eldorado will be renamed Caesars. Any references to Eldorado in the subsequent transaction discussion refer to the combined Eldorado/Caesars subsequent to the closing of the Eldorado/Caesars Merger, as applicable. The Eldorado Transaction and the Eldorado/Caesars Merger are both subject to regulatory approvals and customary closing conditions. Eldorado has publicly disclosed that it expects the Eldorado/Caesars Merger to be completed in the first half of 2020. However, we can provide no assurances that the Eldorado/Caesars Merger or the Eldorado Transaction described herein will close in the anticipated timeframe, on the contemplated terms or at all. We intend to fund the Eldorado Transaction with a combination of cash on hand, proceeds from the settlement of our forward sales agreements entered into as part of our June equity offering, as described in Note 11 - Stockholders’ Equity in the Notes to our Financial Statements, and proceeds from our February 2020 Senior Unsecured Notes Offering. The Master Transaction Agreement contemplates the following transactions: • Acquisition of the MTA Properties. We have agreed to acquire all of the land and real estate assets associated with Harrah’s New Orleans, Harrah’s Laughlin and Harrah’s Atlantic City (or, if necessary, certain replacement properties designated in the Master Transaction Agreement) (collectively, the “MTA Properties” and each, an “MTA Property”) for an aggregate purchase price of $1,823.5 million (which reflects a purchase price adjustment of $14.0 million related to Harrah’s New Orleans) (the “MTA Properties Acquisitions” and each, an “MTA Property Acquisition”). Simultaneous with the closing of each MTA Property Acquisition the Non-CPLV Lease Agreement will be amended to include such MTA Property, with (i) initial aggregate total annual rent payable to us and attributable to the MTA Properties of $154.0 million , (ii) so long as the MTA Property Acquisitions are consummated concurrent with the closing of the Eldorado/Caesars Merger, an initial term of approximately 15 years and (iii) the same renewal terms available to the other tenants under the Non-CPLV Lease Agreement at such time. The Non-CPLV Lease Agreement will also be amended to adjust certain minimum capital expenditure requirements and other related terms and conditions as a result of the MTA Properties being included in the Non-CPLV Lease Agreement. On September 26, 2019, we entered into the following agreements (each of which were entered into in accordance with the terms of the Master Transaction Agreement): (i) a Purchase and Sale Agreement (the “Harrah’s New Orleans Purchase Agreement”) pursuant to which we agreed to acquire, and Eldorado agreed to cause to be sold, all of the fee and leasehold interests in the land and real property improvements associated with Harrah’s New Orleans in New Orleans, Louisiana for a cash purchase price of $789.5 million (which reflects a purchase price adjustment of $14.0 million ); (ii) a Purchase and Sale Agreement (the “Harrah’s Atlantic City Purchase Agreement”) pursuant to which we agreed to acquire, and Eldorado agreed to cause to be sold, all of the land and real property improvements associated with Harrah’s Resort Atlantic City and Harrah’s Atlantic City Waterfront Conference Center in Atlantic City, New Jersey for a cash purchase price of $599.3 million ; and (iii) a Purchase and Sale Agreement (the “Harrah’s Laughlin Purchase Agreement” and, collectively with the Harrah’s New Orleans Purchase Agreement and the Harrah’s Atlantic City Purchase Agreement, the “MTA Property Purchase Agreements” and each, a “MTA Property Purchase Agreement”) pursuant to which we agreed to acquire, and Eldorado agreed to cause to be sold, all of the equity interests in a newly formed entity that will acquire the land and real property improvements associated with Harrah’s Laughlin Hotel & Casino in Laughlin, Nevada for a cash purchase price of $434.8 million . Each of our existing call options on the Harrah’s New Orleans, Harrah’s Laughlin and Harrah’s Atlantic City properties will terminate upon the earlier to occur of the closing of the corresponding MTA Property Acquisition or our obtaining specific performance or liquidated damages with respect to the relevant property. The closings of the MTA Property Acquisitions are subject to conditions in addition to the consummation of the Eldorado/Caesars Merger, and are not cross-conditioned on each other (that is, we are not required to close on “all or none” of the MTA Properties). In addition, the closing of the other transactions that comprise the Eldorado Transaction is not conditioned on the completion of any or all of the MTA Property Acquisitions. • CPLV Lease Agreement Amendment . In consideration of a payment by us to Eldorado of $1,189.9 million , we and Eldorado will amend the CPLV Lease Agreement to (i) increase the annual rent payable to us under the CPLV Lease Agreement by $83.5 million (the “CPLV Additional Rent Acquisition”) and (ii) provide for the amended terms described below. • HLV Lease Agreement Termination and Creation of Las Vegas Master Lease. In consideration of a payment by us to Eldorado of $213.8 million , we and Eldorado will terminate the HLV Lease Agreement and the related lease guaranty. Annual rent previously payable to us with respect to the Harrah’s Las Vegas property will be increased by $15.0 million (the “HLV Additional Rent Acquisition”). The CPLV Lease Agreement will be amended (as amended, the “Las Vegas Master Lease Agreement”) to provide, among other things, that the Harrah’s Las Vegas property, which is currently subject to the HLV Lease Agreement, will be leased pursuant thereto (with the Harrah’s Las Vegas property subject to the higher rent escalator currently in place under the CPLV Lease Agreement). Thereafter the Las Vegas Master Lease Agreement will be a multi-property master lease whereby the Harrah’s Las Vegas property tenant and the Caesars Palace Las Vegas property tenant will collectively be the tenant. • Centaur Properties Put/Call Agreement . Affiliates of Caesars currently own two gaming facilities in Indiana - Harrah’s Hoosier Park and Indiana Grand (together the “Centaur Properties”). At the closing of the Eldorado/Caesars Merger, a right of first refusal that we have with respect to the Centaur Properties will terminate and we will enter into a put/call agreement with Eldorado, whereby (i) we will have the right to acquire all of the land and real estate assets associated with the Centaur Properties at a price equal to 13.0 x the initial annual rent of each facility (determined as provided below), and to simultaneously lease back each such property to a subsidiary of Eldorado for initial annual rent equal to the property’s trailing four quarters EBITDA at the time of acquisition divided by 1.3 (i.e., the initial annual rent will be set at 1.3 x rent coverage) and (ii) Eldorado will have the right to require us to acquire the Centaur Properties at a price equal to 12.5 x the initial annual rent of each facility, and to simultaneously lease back each such Centaur Property to a subsidiary of Eldorado for initial annual rent equal to the property’s trailing four quarters EBITDA at the time of acquisition divided by 1.3 (i.e., the initial annual rent will be set at 1.3 x rent coverage). Either party will be able to trigger its respective put or call, as applicable, beginning on January 1, 2022 and ending on December 31, 2024. The put/call agreement will provide that the leaseback of the Centaur Properties will be implemented through addition of the Centaur Properties to the Non-CPLV Lease Agreement. • Las Vegas Strip Assets ROFR . We will enter into a right of first refusal agreement with Eldorado (the “Las Vegas ROFR”) whereby we will have the first right, with respect to the first two of certain specified Las Vegas Strip assets that Eldorado proposes to sell, whether pursuant to a sale leaseback or a WholeCo sale, to a third party, to acquire any such asset (it being understood that we will have the opportunity to find an operating company should Eldorado elect to pursue a WholeCo sale). Pursuant to the Master Transaction Agreement, the specified Las Vegas Strip assets subject to the Las Vegas ROFR will be the land and real estate assets associated (i) with respect to the first such asset subject to the Las Vegas ROFR, the Flamingo Las Vegas, Paris Las Vegas, Planet Hollywood and Bally’s Las Vegas gaming facilities, and (ii) with respect to the second asset subject to the Las Vegas ROFR, the foregoing assets plus The LINQ gaming facility. If we enter into a sale leaseback transaction with Eldorado on any of these facilities, the leaseback will be implemented through the addition of such properties to the CPLV Lease Agreement. • Horseshoe Baltimore ROFR. We and Eldorado agreed to enter into a right of first refusal agreement pursuant to which we will have the first right to enter into a sale leaseback transaction with respect to the land and real estate assets associated with the Horseshoe Baltimore gaming facility (subject to any consent required from Caesars’ joint venture partners with respect to this asset) (the “Horseshoe Baltimore ROFR”). • Lease Guaranties and MLSA Terminations . Eldorado will execute new guaranties (the “Eldorado Guaranties”) of the CPLV Lease Agreement, the Non-CPLV Lease Agreement and the Joliet Lease Agreement, and the existing guaranties by Caesars of such leases, along with all covenants and other obligations of Caesars incurred in connection with such guaranties, will be terminated with respect to Caesars (which will become a subsidiary of Eldorado following the closing of the Eldorado/Caesars Merger). The Eldorado Guaranties will guaranty the prompt and complete payment and performance in full of: (i) all monetary obligations of the tenants under the respective leases, including all rent and other sums payable by the tenants under the leases and any obligation to pay monetary damages in connection with any breach and to pay any indemnification obligations of the tenants under the leases; and (ii) the performance when due of all other covenants, agreements and requirements to be performed and satisfied by the tenants under the leases. In addition, we and Eldorado will terminate the Management and Lease Support Agreements with respect to the CPLV Lease Agreement, the Non-CPLV Lease Agreement and the Joliet Lease Agreement, and certain provisions currently set forth therein will be added to the respective leases, as amended, and the Eldorado Guaranties. • Other Lease Amendments . The CPLV Lease Agreement, the Non-CPLV Lease Agreement and the Joliet Lease Agreement will be amended to, among other things, (i) remove the rent coverage floors, which coverage floors serve to reduce the rent escalators under such leases in the event that the “EBITDAR to Rent Ratio” (as defined in each of the CPLV Lease Agreement, the Non-CPLV Lease Agreement and the Joliet Lease Agreement) coverage is below the stated floor and (ii) extend the term of each such lease by such additional period of time as necessary to ensure that following the consummation of the Eldorado/Caesars Merger, each lease will have a full 15 -year initial lease term. The Non-CPLV Lease Agreement also will be amended to, among other things: (a) permit the tenant under the Non-CPLV Lease Agreement to cause facilities subject to the Non-CPLV Lease Agreement that in the aggregate represent up to five percent of the aggregate EBITDAR of (A) all of the facilities under such Non-CPLV Lease Agreement and (B) the Harrah’s Joliet facility, for the 2018 fiscal year (defined as the “2018 EBITDAR Pool” in the Non-CPLV Lease Agreement, without giving effect to any increase in the 2018 EBITDAR Pool as a result of a facility being added to the Non-CPLV Lease Agreement) to be sold (whereby the tenant and landlord under the Non-CPLV Lease Agreement would sell the operations and real estate, respectively, with respect to such facility), provided, among other things, that (1) we and Eldorado mutually agree to the split of proceeds from such sales, (2) such sales do not result in any impairment(s)/asset write down(s) by us, (3) rent under the Non-CPLV Lease Agreement remains unchanged following such sale and (4) the sale does not result in us recognizing certain taxable gain; (b) restrict the ability of the tenant thereunder to transfer and sell the operating business of Harrah’s New Orleans and Harrah’s Atlantic City to replacement tenants without our consent and remove such restrictions with respect to Horseshoe Southern Indiana (in connection with the restrictions applying to Harrah’s New Orleans) and Horseshoe Bossier City (in connection with the restrictions applying to Harrah’s Atlantic City), provided that the tenant under the Non-CPLV Lease Agreement may only sell such properties if certain terms and conditions are met, including that replacement tenants meet certain criteria provided in the Non-CPLV Lease Agreement; and (c) require that the tenant under the Non-CPLV Lease Agreement complete and pay for all capital improvements and other payments, costs and expenses related to the extension of the existing operating license with respect to Harrah’s New Orleans, including, without limitation, any such payments, costs and expenses required to be made to the City of New Orleans, the State of Louisiana or any other governmental body or agency. • CPLV CMBS Refinancing . We were obligated to cause the CPLV CMBS Debt to be repaid in full prior to the closing of the Eldorado/Caesars Merger. Eldorado has agreed to reimburse us for 50% of our out-of-pocket costs in connection with the prepayment penalties associated with refinancing the CPLV CMBS Debt (which reimbursement obligations exist pursuant to the MTA regardless of whether the Eldorado/Caesars Merger is consummated). We repaid the CPLV CMBS Debt in full in November of 2019 resulting in a prepayment penalty of $110.8 million , $55.4 million of which will be reimbursed by Eldorado. Due to the prepayment of the CPLV CMBS Debt, we recognized a loss on extinguishment of debt of $58.1 million during the year ended December 31, 2019 , the majority of which related to the prepayment penalty. • Eldorado Bridge Facility . On June 24, 2019, in connection with the Eldorado Transaction, VICI PropCo entered into a commitment letter (the “Commitment Letter”) with Deutsche Bank Securities Inc. and Deutsche Bank AG Cayman Islands Branch (collectively, the “Bridge Lender”), pursuant to which and subject to the terms and conditions set forth therein, the Bridge Lender has agreed to provide (i) a 364 -day first lien secured bridge facility of up to $3.3 billion in the aggregate (the “Eldorado Senior Bridge Facility”) and (ii) a 364 -day second lien secured bridge facility of up to $1.5 billion in the aggregate (the “Eldorado Junior Bridge Facility,” and, together with the Eldorado Senior Bridge Facility, the “Bridge Facilities”), for the purpose of providing a portion of the financing necessary to fund the consideration to be paid pursuant to the terms of the Eldorado Transaction documents and related fees and expenses. Following the issuance of the 2026 Notes and 2029 Notes in November of 2019, the commitments under the Bridge Facility were reduced by $1.6 billion , to $3.2 billion . Following the issuance of the February 2020 Senior Secured Notes we placed $2.0 billion of the net proceeds into escrow pending the consummation of the Eldorado Transaction and the commitments under the Bridge Facility were further reduced by $2.0 billion to $1.2 billion . The Master Transaction Agreement contains customary representations, warranties and covenants by the parties to the agreement and is subject to the consummation of the Eldorado/Caesars Merger as well as customary closing conditions, including, among other things, that: (i) the absence of any law or order restraining, enjoining or otherwise preventing the transactions contemplated by the Master Transaction Agreement; (ii) the receipt of certain regulatory approvals, including gaming regulatory approvals; (iii) certain restructuring transaction shall have been consummated; (iv) the accuracy of the respective parties’ representations and warranties, subject to customary qualifications; and (v) material compliance by the parties with their respective covenants and obligations. The Master Transaction Agreement contains certain termination rights, including that the Master Transaction Agreement shall automatically terminate upon the termination of the Eldorado/Caesars Merger Agreement and a right by us to terminate the Master Transaction Agreement in the event the closing of the transactions contemplated by the Master Transaction Agreement has not occurred by the date on which the Eldorado/Caesars Merger is required to close pursuant to the Eldorado/Caesars Merger Agreement, but in no event later than December 24, 2020. If the Master Transaction Agreement is terminated by Eldorado under certain circumstances where we have a financing failure, we may be obligated to pay Eldorado a reverse termination fee of $75.0 million (the “Reverse Termination Fee”). If the amendment of the CPLV Lease Agreement is not entered into on the date on which the Eldorado/Caesars Merger closes, under certain circumstances, we may be obligated to pay Eldorado a fee of $45.0 million (the “CPLV Break Payment”), provided we will not be obligated to pay both the Reverse Termination Fee and the CPLV Break Payment. If the Eldorado/Caesars Merger does not close for any reason, under certain circumstances, Eldorado may be obligated to pay us a termination fee of $75.0 million . For mo re information, see Item 1A. “Risk Factors” . Closing of Purchase of Greektown On May 23, 2019, we completed the previously announced transaction to acquire from affiliates of JACK Entertainment LLC all of the land and real estate assets associated with Greektown, for $700.0 million in cash, and an affiliate of Penn National acquired the operating assets of Greektown for $300.0 million in cash (together, the “Greektown Acquisition”). Simultaneous with the closing of the Greektown Acquisition, we entered into a triple-net lease agreement for Greektown with a subsidiary of Penn National. The lease has an initial total annual rent of $55.6 million and an initial term of 15 years , with four five-year tenant renewal options. The tenant’s obligations under the lease are guaranteed by Penn National and certain of its subsidiaries. We determined that the land and building components of the Greektown Lease Agreement meet the definition of a sales-type lease and have recorded the corresponding asset, including related transaction and acquisition costs, in Investments in direct financing and sales-type leases on our Balance Sheet. Closing of Purchase of Margaritaville On January 2, 2019, we completed the previously announced transaction to acquire the land and real estate assets of Margaritaville, located in Bossier City, Louisiana, for $261.1 million . Penn National acquired the operating assets of Margaritaville for $114.9 million . Simultaneous with the closing of this transaction, we entered into a triple-net lease agreement with a subsidiary of Penn National. The lease has an initial annual rent of $23.2 million and an initial term of 15 years , with four five-year tenant renewal options. The tenant’s obligations under the lease are guaranteed by Penn National and certain of its subsidiaries. We determined that the land and building components of the Margaritaville Lease Agreement meet the definition of a sales-type lease and have recorded the corresponding asset, including related transaction and acquisition costs, in Investments in direct financing and sales-type leases on our Balance Sheet. 2018 Transactions Our significant activities in 2018, in reverse chronological order, are as follows: Purchase of Harrah’s Philadelphia and Octavius Tower On December 26, 2018 we completed the previously announced transaction with Caesars to acquire 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 was reduced by $159.0 million to reflect the aggregate net present value of the modifications to the Caesars Lease Agreements (as further described below), resulting in cash consideration of approximately $82.5 million . In addition, 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 the CPLV Lease Agreement, which provides for annual rent with respect to Octavius Tower 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 tenant renewal options. In connection with the closing of the acquisition of Harrah’s Philadelphia, each of the Non-CPLV Lease Agreement and the CPLV Lease Agreement were 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. The amendment to the Non-CPLV Lease Agreement provided for an additional $21.0 million in annual rent for Harrah’s Philadelphia, which is subject to the amended provisions of the lease. The HLV Lease Agreement and the Joliet Lease Agreement were modified at such time to achieve consistency with the other Lease Agreements. Refer to Note 5 - Real Estate Portfolio for a summary of the terms of the modified leases. Other Agreements with Caesars Caesars Forum Convention Center - Put/Call Agreement 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, known as the Eastside Property, for $73.6 million . The Caesars Forum Convention Center is currently being constructed on the Eastside Property and is expected to be completed by the end of the first quarter of 2020. 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 Caesars Forum Convention Center (the “Put Right”); (ii) if Caesars exercises the Put Right and, among other things, the sale of the Caesars Forum Convention Center 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 Caesars Forum Convention Center. This agreement survives the closing of the Eldorado/Caesars Merger. Due to the put/call option on the land parcels, 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 Investments in operating leases to Land and recorded a $73.6 million Deferred financing liability on our Balance Sheet. Second 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 Properties, which were acquired by Caesars in the third quarter of 2018, (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 the Caesars Forum 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. In December 2018, we entered into the Second Amended and Restated Right of First Refusal Agreement, which replaced the Amended and Restated Right of First Refusal Agreement and, among other things, provides us with the right to acquire from Caesars, under certain circumstances, certain undeveloped land adjacent to the Las Vegas Strip. Upon closing of the Eldorado/Caesars Merger, the Second Amended and Restated Right of First Refusal will be terminated and we will enter into the Las Vegas ROFR and the Horseshoe Baltimore ROFR. 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 5 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 . As described above under “Eldorado Transaction-Acquisition of the MTA Properties,” we have entered into agreements to acquire all of the land and real estate assets associated with the MTA Properties, and the existing call right agreements will terminate, upon the earlier to occur of the closing of the corresponding MTA Property Acquisition or our obtaining specific performance or liquidated damages with |
Real Estate Portfolio
Real Estate Portfolio | 12 Months Ended |
Dec. 31, 2019 | |
Leases [Abstract] | |
Real Estate Portfolio | Real Estate Portfolio As of December 31, 2019 , our real estate portfolio consisted of the following: • Investments in direct financing and sales-type leases, representing our investment in 26 casino assets leased on a triple net basis to our tenants, Caesars, Penn National, Hard Rock and Century Casinos, under eight separate lease agreements; • Investments in operating leases, representing the portion of land separately classified and accounted for under the operating lease model associated with our investment in Caesars Palace Las Vegas and certain operating land parcels contained in the Non-CPLV Lease Agreement; and • Land, representing our investment in the Eastside Property and certain non-operating, vacant land parcels contained in the Non-CPLV Lease Agreement. The following is a summary of the balances of our real estate portfolio as of December 31, 2019 and 2018 : (In thousands) December 31, 2019 December 31, 2018 Minimum lease payments receivable under direct financing and sales-type leases (1) $ 31,460,712 $ 27,285,943 Estimated residual values of leased property (unguaranteed) 2,525,469 2,135,312 Gross investment in direct financing and sales-type leases 33,986,181 29,421,255 Unamortized initial direct costs 42,819 22,822 Less: Unearned income (23,294,755 ) (20,528,030 ) Net investment in direct financing and sales-type leases 10,734,245 8,916,047 Investment in operating leases 1,086,658 1,086,658 Total Investments in leases, net 11,820,903 10,002,705 Land 94,711 95,789 Total Real estate portfolio $ 11,915,614 $ 10,098,494 ____________________ (1) Minimum lease payments do not include contingent rent, as discussed below, that may be received under the Lease Agreements. The following table details the components of our income from direct financing, sales-type and operating leases: Year Ended December 31, Period from October 6, 2017 to December 31, 2017 (In thousands) 2019 2018 Income from direct financing and sales-type leases $ 822,205 $ 741,564 $ 150,171 Income from operating leases 43,653 47,972 11,529 Total leasing revenue 865,858 789,536 161,700 Direct financing and sales-type lease adjustments (1) 239 (45,404 ) (8,443 ) Total contractual leasing revenue $ 866,097 $ 744,132 $ 153,257 ____________________ (1) Amounts represent the non-cash adjustment to income from direct financing and sales-type leases in order to recognize income on an effective interest basis at a constant rate of return over the term of the leases as well as the amortization of capitalized transaction and leasing costs. At December 31, 2019 , minimum lease payments owed to us for each of the five succeeding years under direct financing, sales-type and operating leases are as follows: (In thousands) Minimum Lease Payments (1) 2020 $ 953,949 2021 960,374 2022 971,004 2023 985,938 2024 998,222 Thereafter 28,024,506 Total $ 32,893,993 ____________________ (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, assuming the exercise of all tenant renewal options, for our direct financing, sales-type and operating leases at December 31, 2019 was 33.0 years. Caesars Lease Agreements - Overview The following is a summary of the material provisions of the Caesars Lease Agreements (which does not reflect the modifications to the Caesars Lease Agreements contemplated in connection with the closing of the Eldorado Transaction): ($ In thousands) Lease Provision (1) Non-CPLV Lease Agreement and Joliet Lease Agreement CPLV Lease Agreement HLV Lease Agreement Initial Term 15 years 15 years 15 years Renewal Terms Four, five-year terms Four, five-year terms Four, five-year terms Current annual rent (2) $508,534 $207,745 $89,157 Escalator commencement Lease year two Lease year two Lease year two Escalator (3) Lease years 2-5 - 1.5% Lease years 6-15 - Consumer price index subject to 2% floor Consumer price index subject to 2% floor Lease years 2-5 - 1% Lease years 6-15 - Consumer price index subject to 2% floor EBITDAR to Rent Ratio floor (4) 1.2x commencing lease year 8 1.7x commencing lease year 8 1.6x commencing lease year 6 Variable Rent commencement/reset Lease years 8 and 11 Lease years 8 and 11 Lease years 8 and 11 Variable Rent split (5) Lease years 8-10 - 70% Base Rent and 30% Variable Rent Lease years 11-15- 80% Base Rent and 20% Variable Rent 80% Base Rent and 20% Variable Rent 80% Base Rent and 20% Variable Rent Variable Rent percentage (5) 4% 4% 4% ____________________ (1) All capitalized terms used without definition herein have the meanings detailed in the applicable Caesars Lease Agreements. (2) In relation to the Non-CPLV Lease Agreement, Joliet Lease Agreement and CPLV Lease Agreement, the amount represents the current annual base rent payable for the current lease year which is the period from November 1, 2019 through October 31, 2020. In relation to the HLV Lease Agreement the amount represents current annual base rent payable for the current lease year which is the period from January 1, 2020 through December 31, 2020. (3) Any amounts representing rents in excess of the CPI floors specified above are considered contingent rent in accordance with GAAP. No such rent has been recognized for the years ended December 31, 2019 and 2018 . (4) In the event that the EBITDAR to Rent Ratio coverage is below the stated floor, the Escalator of the respective Caesars Lease Agreements will be reduced to such amount to achieve the stated EBITDAR to Rent Ratio coverage, provided that the amount shall never result in a decrease to the prior year’s rent. The EBITDAR to Rent Ratio floor is conditioned upon obtaining a favorable private letter ruling from the Internal Revenue Service. The coverage floors, which coverage floors serve to reduce the rent escalators under the Caesars Lease Agreements in the event that the “EBITDAR to Rent Ratio” coverage is below the stated floor, will be removed upon execution of the amendments to the Caesars Lease Agreements in connection with the closing of the Eldorado Transaction. (5) Variable Rent is not subject to the Escalator and is calculated as an increase or decrease of Net Revenues, as defined in the Caesars Lease Agreements, multiplied by the Variable Rent percentage. Penn National Lease Agreements - Overview The following is a summary of the material provisions of the Penn National Lease Agreements: ($ In thousands) Lease Provision Margaritaville Lease Agreement Greektown Lease Agreement Initial term 15 years 15 years Renewal terms Four, five-year terms Four, five-year terms Current annual rent (1) $23,544 $55,600 Escalation commencement Lease year two Lease year two Escalation 2% of Building base rent, subject to the net revenue to rent ratio floor 2% of Building base rent, subject to the EBITDAR to rent ratio floor Performance to rent ratio floor (2) 6.1x net revenue commencing lease year two 1.85x EBITDAR commencing lease year two Percentage rent (3) $3,000 (fixed for lease year one and two) $6,400 (fixed for lease year one and two) Percentage rent reset Lease year three and each and every other lease year thereafter Lease year three and each and every other lease year thereafter Percentage rent multiplier The product of (i) 4% and (ii) the excess (if any) of (a) the average annual net revenue of a trailing two-year period preceding such reset year over (b) a threshold amount (defined as 50% of LTM net revenues prior to acquisition) The product of (i) 4% and (ii) the excess (if any) of (a) the average annual net revenue of a trailing two-year period preceding such reset year over (b) a threshold amount (defined as 50% of LTM net revenues prior to acquisition) ____________________ (1) In relation to the Margaritaville Lease Agreement, the amount represents current annual base rent payable for the current lease year which is the period from February 1, 2020 through January 31, 2021. In relation to the Greektown Lease Agreement, the amount represents current annual base rent payable for the current lease year which is the period from May 23, 2019 through May 31, 2020. (2) In February 2020 the performance basis of such ratio was adjusted from a 1.9x EBITDAR ratio to a 6.1x net revenue ratio. In the event that the net revenue or EBITDAR to rent ratio coverage is below the stated floor, the escalation will be reduced to such amount to achieve the stated net revenue or EBITDAR to rent ratio coverage, provided that the amount shall never result in a decrease to the prior year’s rent. In relation to the Greektown Lease Agreement, the EBITDAR to rent ratio floor is conditioned upon obtaining a favorable private letter ruling from the Internal Revenue Service. (3) Percentage rent is subject to the percentage rent multiplier. After the percentage rent reset in lease year three, any amounts related to percentage rent are considered contingent rent in accordance with GAAP. No such rent has been recognized for the years ended December 31, 2019 and 2018 . Hard Rock Cincinnati Lease Agreement - Overview The following is a summary of the material lease provisions of the Hard Rock Cincinnati Lease Agreement: ($ In thousands) Lease Provision Term Initial term 15 years Renewal terms Four, five-year terms Current annual rent (1) $42,750 Escalator commencement Lease year two Escalator (2) Lease years 2-4 - 1.5% Lease years 5-15 - The greater of 2% or the change in consumer price index (“CPI”) unless the change in CPI is less than 0.5%, in which case there is no escalation in rent for such lease year Variable rent commencement/reset Lease year 8 Variable rent split (3) 80% Base Rent and 20% Variable Rent Variable rent percentage (3) 4% ____________________ (1)The amount represents the current annual base rent payable for the current lease year which is the period from September 20, 2019 through September 30, 2020. (2) Any amounts representing rents in excess of the CPI floors specified above are considered contingent rent in accordance with GAAP. No such rent has been recognized for the years ended December 31, 2019 and 2018 . (3) Variable rent is not subject to the escalator and is calculated as an increase or decrease of the average of net revenues for lease years 5 through 7 compared to the average net revenue for lease years 1 through 3, multiplied by the Variable rent percentage. Century Portfolio Lease Agreement - Overview The following is a summary of the material lease provisions of the Century Portfolio Lease Agreement: ($ In thousands) Lease Provision Term Initial term 15 years Renewal terms Four, five-year terms Current annual rent (1) $25,000 Escalator commencement Lease year two Escalator (2) Lease years 2-3 - 1.0% Lease years 4-15 - The greater of 1.25% or the change in consumer price index (“CPI”) Net revenue to rent ratio floor 7.5x commencing lease year six - if the coverage ratio is below the stated amount the escalator will be reduced to 0.75% Variable rent commencement/reset Lease year 8 and 11 Variable rent split (3) 80% Base Rent and 20% Variable Rent Variable rent percentage (3) 4% ____________________ (1)The amount represents the current annual base rent payable for the current lease year which is the period from December 6, 2019 through December 31, 2020. (2) Any amounts representing rents in excess of the CPI floors specified above are considered contingent rent in accordance with GAAP. No such rent has been recognized for the years ended December 31, 2019 and 2018 . (3) Variable rent is not subject to the escalator and is calculated for lease year 8 as an increase or decrease of the average of net revenues for lease years 5 through 7 compared to the average net revenue for lease years 1 through 3 and for lease year 11 as an increase or decrease of the average of net revenues for lease years 8 through 10 compared to the average net revenue for lease years 5 through 7, multiplied by the Variable rent percentage. JACK Cleveland/Thistledown Lease Agreement - Overview Subsequent to year end, on January 24, 2020, we completed the previously announced JACK Cleveland/Thistledown Acquisition. The following is a summary of the material lease provisions of our lease with a subsidiary of JACK Entertainment which commenced on January 24, 2020, the date of acquisition: ($ In thousands) Lease Provision Term Initial term 15 years Renewal terms Four, five-year terms Current annual rent (1) $65,880 Escalator commencement Lease year two Escalator (2) Lease years 2-3 - 1.0% Lease years 4-6 - 1.5% Lease Years 7-15 - The greater of 1.5% or the change in consumer price index (“CPI”) capped at 2.5% Net revenue to rent ratio floor 4.9x in any lease year (commencing in lease year 5) - if the coverage ratio is below the stated amount, there is no escalation in rent for such lease year Variable rent commencement/reset Lease year 8 and 11 Variable rent split (3) 80% Base Rent and 20% Variable Rent Variable rent percentage (3) 4% ____________________ (1)The amount represents the current annual base rent payable for the current lease year which is the period from January 24, 2020 through January 31, 2021. (2) Any amounts representing rents in excess of the CPI floors specified above are considered contingent rent in accordance with GAAP. (3) Variable rent is not subject to the escalator and is calculated for lease year 8 as an increase or decrease of the average of net revenues for lease years 5 through 7 compared to the average net revenue for lease years 1 through 3 and for lease year 11 as an increase or decrease of the average of net revenues for lease years 8 through 10 compared to the average net revenue for lease years 5 through 7, multiplied by the Variable rent percentage. Capital Expenditure Requirements We manage our residual asset risk through protective covenants in our Lease Agreements, which require the tenant to, among other things, hold specific insurance coverage, engage in ongoing maintenance of the property and invest in capital improvements. With respect to the capital improvements, the Lease Agreements specify certain minimum amounts that our tenants must spend on capital expenditures that constitute installation, restoration and repair or other improvements of items with respect to the leased properties. The following table summarizes the capital expenditure requirements of the respective tenants under the Caesars Lease Agreements (which does not reflect the modifications to the Caesars Lease Agreements contemplated in connection with the closing of the Eldorado Transaction, including the inclusion of the Harrah’s New Orleans, Harrah’s Atlantic City and Harrah’s Laughlin properties in the Non-CPLV Lease Agreement): Provision Non-CPLV Lease Agreement and Joliet Lease Agreement CPLV Lease Agreement HLV Lease Agreement Yearly minimum expenditure 1% of net revenues (1) 1% of net revenues (1) 1% of net revenues commencing in 2022 Rolling three-year minimum (2) $255 million $84 million N/A Initial minimum capital expenditure N/A N/A $171 million (2017 - 2021) ____________________ (1) The lease agreement requires a $100 million floor on annual capital expenditures for CPLV, Joliet and Non-CPLV in the aggregate. Additionally, annual building & improvement capital improvements must be equal to or greater than 1% of prior year net revenues. (2) CEOC is required to spend $350 million on capital expenditures (excluding gaming equipment) over a rolling three-year period, with $255 million allocated to Non-CPLV, $84 million allocated to CPLV and the remaining balance of $11 million to facilities covered by any Formation Lease Agreement in such proportion as CEOC may elect. Additionally, CEOC is required to expend a minimum of $495 million on capital expenditures (including gaming equipment) across certain of its affiliates and other assets, together with the $350 million requirement. The following table summarizes the capital expenditure requirements of Penn National, Hard Rock, Century Casinos and JACK Entertainment under the Penn National Lease Agreements, Hard Rock Cincinnati Lease Agreement, Century Portfolio Lease Agreement and JACK Cleveland/Thistledown Lease Agreement, respectively: Provision Penn National Lease Agreements Hard Rock Cincinnati Lease Agreement Century Portfolio Lease Agreement JACK Cleveland/Thistledown Lease Agreement Yearly minimum expenditure 1% of net revenues based on rolling four-year basis 1% of net revenues 1% of net gaming revenues (1) Initial minimum of $30 million (2) ____________________ (1) Minimum of 1% of net gaming revenue on a rolling three-year basis for each individual facility and 1% of net gaming revenues per fiscal year for the facilities collectively. (2) Initial minimum required to be spent from the period commencing April 1, 2019 through December 31, 2022. Loss on Impairment On the Formation Date, CEOC transferred certain vacant, non-operating land parcels to us which are subject to the provisions of the Non-CPLV Lease. The Non-CPLV Lease allows for the sale of these vacant, non-operating land parcels without Caesars’ consent since they are specifically identified as de minimis to the operations of Caesars. All of the land parcels are located outside of Las Vegas and none of the land parcels are a component of the operations of our regional property portfolio. These vacant parcels of land had a fair value of $34.7 million on the Formation Date and were included in Investments in operating leases on our Balance Sheet. During the quarter ended September 30, 2018 we undertook a short-term strategic initiative to monetize certain of these vacant, non-operating land parcels. In relation to this initiative, we sold one land parcel in the quarter ended September 30, 2018 and had price indications on two other parcels of land. Based on the sales prices and price indications, we determined that the fair value of these three land parcels was lower than their current carrying values and recognized an impairment charge of $6.3 million , based on the anticipated sales prices. As a result of the identified impairment on these three parcels of land, we undertook an evaluation to assess whether indicators of impairment were present on the remaining vacant, non-operating land parcels. We used a sales comparison approach to determine the fair value of the remaining vacant, non-operating land parcels and identified $6.0 million in additional impairment charges. The impairment loss recorded was the result of various factors including changes in market conditions, strategic assessment and environmental and zoning issues that were identified during the sales process. Taking into account the impairment charge recognized in the quarter ended September 30, 2018 and the sale of one of the parcels that occurred during such quarter, the current car rying value of the vacant, non-operating land parcels is $21.1 million |
Property and Equipment, Net
Property and Equipment, Net | 12 Months Ended |
Dec. 31, 2019 | |
Caesars Entertainment Outdoor | |
Property, Plant and Equipment [Line Items] | |
Property and Equipment, Net | Note 4 — Property and Equipment, Net (In thousands) October 5, 2017 December 31, 2016 Land and non-depreciable land improvements $ 35,525 $ 35,525 Depreciable land improvements 40,183 40,174 Buildings and improvements 35,153 35,133 Furniture and equipment (including capital leases) 4,833 5,445 Construction in progress 1,831 — Total property and equipment 117,525 116,277 Less: accumulated depreciation (29,216 ) (27,446 ) Total property and equipment, net $ 88,309 $ 88,831 (In thousands) Period from January 1, 2017 to October 5, 2017 Year Ended December 31, 2016 Year Ended December 31, 2015 Depreciation expense (including capital lease amortization) $ 2,445 $ 3,030 $ 2,882 |
Other Assets and Other Liabilit
Other Assets and Other Liabilities | 12 Months Ended |
Dec. 31, 2019 | |
Other Liabilities Disclosure [Abstract] | |
Other Assets and Other Liabilities | Other Assets and Other Liabilities Other Assets The following table details the components of our other assets as of December 31, 2019 and 2018 : (In thousands) December 31, 2019 December 31, 2018 Property and equipment used in operations, net $ 70,406 $ 71,513 Receivables 60,111 — Right of use assets 26,426 — Debt financing costs 14,575 6,190 Deferred acquisition costs 11,134 7,062 Prepaid expenses 3,252 3,060 Interest receivable 1,626 886 Other 1,108 1,253 Tenant receivable for property taxes — 25,586 Total other assets $ 188,638 $ 115,550 Property and equipment used in operations, included within other assets, is primarily attributable to the land, building and improvements of our golf operations and consists of the following as of December 31, 2019 and 2018 : (In thousands) December 31, 2019 December 31, 2018 Land and land improvements $ 59,346 $ 58,573 Buildings and improvements 14,805 14,572 Furniture and equipment 4,523 2,805 Total property and equipment used in operations 78,674 75,950 Less: accumulated depreciation (8,268 ) (4,437 ) Total property and equipment used in operations, net $ 70,406 $ 71,513 Year Ended December 31, Period from (In thousands) 2019 2018 Depreciation expense $ 3,831 $ 3,686 $ 751 Other Liabilities The following table details the components of our other liabilities as of December 31, 2019 and 2018 : (In thousands) December 31, 2019 December 31, 2018 Derivative liability 65,078 22,124 Lease liabilities 26,426 — Other accrued expenses 21,023 30,951 Accrued payroll and other compensation 7,369 4,934 Deferred income taxes 3,382 3,340 Accounts payable 640 1,057 Total other liabilities $ 123,918 $ 62,406 |
Debt
Debt | 12 Months Ended |
Dec. 31, 2019 | |
Debt Disclosure [Abstract] | |
Debt | Debt The following tables detail our debt obligations as of December 31, 2019 and 2018 : ($ in thousands) December 31, 2019 Description of Debt Final Maturity Interest Rate Face Value Carrying Value (1) VICI PropCo Senior Secured Credit Facilities Revolving Credit Facility (2) 2024 L + 2.00% $ — $ — Term Loan B Facility (3) 2024 L + 2.00% 2,100,000 2,076,962 Second Lien Notes (4) 2023 8.00% 498,480 498,480 November 2019 Senior Unsecured Notes 2026 Notes (5) 2026 4.25% 1,250,000 1,231,227 2029 Notes (5) 2029 4.625% 1,000,000 984,894 Total Debt $ 4,848,480 $ 4,791,563 ($ in thousands) December 31, 2018 Description of Debt Final Maturity Interest Rate Face Value Carrying Value (1) VICI PropCo Senior Secured Credit Facilities Revolving Credit Facility (2) 2022 L + 2.00% $ — $ — Term Loan B Facility (3) 2024 L + 2.00% 2,100,000 2,073,784 Second Lien Notes (4) 2023 8.00% 498,480 498,480 CPLV Debt CPLV CMBS Debt (6) 2022 4.36% 1,550,000 1,550,000 Total Debt $ 4,148,480 $ 4,122,264 ____________________ (1) Carrying value is net of original issue discount and unamortized debt issuance costs incurred in conjunction with debt. (2) Interest on any outstanding balance is payable monthly. The Revolving Credit Facility initially bore interest at LIBOR plus 2.25% and was subject to a 0.5% commitment fee. Upon our initial public offering, on February 5, 2018, the interest rate was reduced to LIBOR plus 2.00% . On May 15, 2019, we amended our Revolving Credit Facility to, among other things, increase borrowing capacity by $600 million to a total of $1.0 billion and extend the maturity date to May 2024. After giving effect to the amendments executed on May 15, 2019, borrowings under the Revolving Credit Facility will bear interest at a rate based on a leverage based pricing grid with a range of 1.75% to 2.00% over LIBOR, or between 0.75% and 1.00% over the base rate depending on our total net debt to adjusted total assets ratio. Additionally, after giving effect to the amendments executed on May 15, 2019, the commitment fee under the Revolving Credit Facility is calculated on a leverage-based pricing grid with a range of 0.375% to 0.5% , in each case depending on our total net debt to adjusted total assets ratio. As of December 31, 2019 , the commitment fee was 0.375% . (3) Interest on any outstanding balance is payable monthly. The Term Loan B Facility 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% . In connection with the repricing of the Term Loan B Facility in January of 2020, the interest rate was decreased to LIBOR plus 1.75% . As of December 31, 2019, we had six interest rate swap agreements outstanding with third-party financial institutions having an aggregate notional amount of $2.0 billion at a blended LIBOR rate of 2.7173% . As of December 31, 2018, we had four interest rate swap agreements outstanding with third-party financial institutions having an aggregate notional amount of $1.5 billion at a LIBOR rate of 2.8297% . The interest rate swaps are designated as cash flow hedges that effectively fix the LIBOR component of the interest rate on a portion of the outstanding debt. Final maturity is December 2024 or, to the extent the Second Lien Notes remain outstanding, July 2023 (three months prior to the maturity of the Second Lien Notes). (4) Interest is payable semi-annually. Subsequent to the year end, on February 20, 2020 the Second Lien Notes were redeemed in full. (5) Interest is payable semi-annually. (6) The CPLV CMBS Debt was repaid in full on November 26, 2019 with proceeds from the November 2019 Senior Unsecured Notes. The following table is a schedule of future minimum payments of our debt obligations as of December 31, 2019 : ($ in thousands) Future Minimum Payments 2020 $ — 2021 — 2022 10,000 2023 (1) 520,480 2024 2,068,000 Thereafter 2,250,000 Total minimum repayments $ 4,848,480 ____________________ (1) $498.5 million represents the Second Lien Notes which were redeemed in full on February 20, 2020. November 2019 Senior Unsecured Notes On November 26, 2019, the Operating Partnership and VICI Note Co. Inc. (the “Co-Issuer” and, together with the Operating Partnership, the “Issuers”), wholly owned subsidiaries of the Company issued (i) $1,250 million in aggregate principal amount of 4.250% Senior Unsecured Notes due 2026 under an indenture dated as of November 26, 2019 (the “2026 Notes Indenture”), among the Issuers, the subsidiary guarantors party thereto and UMB Bank, National Association, as trustee (the “Trustee”), and (ii) $1,000 million in aggregate principal amount of 4.625% Senior Notes due 2029 under an indenture dated as of November 26, 2019 (the “2029 Notes Indenture” and, together with the 2026 Notes Indenture, the “2019 Senior Unsecured Notes Indentures”), among the Issuers, the subsidiary guarantors party thereto and the Trustee. The Operating Partnership and its subsidiaries represent our “Real Property Business” segment, with the “Golf Course Business” segment corresponding to the portion of our business operated through entities that are not direct or indirect subsidiaries of the Operating Partnership or obligors of the Senior Unsecured Notes. See “ Note 15 - Segment Information ” for more information about our segments. The November 2019 Notes were sold in the United States only to accredited investors pursuant to an exemption from the Securities Act of 1933, as amended (the “Securities Act”), and subsequently resold to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act and to non-U.S. persons in accordance with Regulation S under the Securities Act. We used the proceeds of the offering to repay in full the CPLV CMBS Debt, and pay certain fees and expenses including the net prepayment penalty of $55.4 million . Subsequent to year end, on January 24, 2020, the remaining net proceeds were used to pay for a portion of the purchase price of the JACK Cleveland/Thistledown Acquisition. The 2026 Notes will mature on December 1, 2026, and the 2029 Notes will mature on December 1, 2029. Interest on the 2026 Notes will accrue at a rate of 4.250% per annum, and interest on the 2029 Notes will accrue at a rate of 4.625% per annum. Interest on the Notes will be payable semi-annually in cash in arrears on June 1 and December 1 of each year, commencing on June 1, 2020. The 2019 Senior Unsecured Notes will be fully and unconditionally guaranteed, jointly and severally, on a senior unsecured basis by each existing and future direct and indirect wholly owned material domestic subsidiary of the Operating Partnership that incurs or guarantees certain bank indebtedness or any other material capital market indebtedness, other than certain excluded subsidiaries and the Co-Issuer. The Issuers may redeem the 2026 Notes at any time prior to December 1, 2022, in whole or in part, at a redemption price equal to 100% of the accrued principal amount thereof plus unpaid interest, if any, to the redemption date plus a make-whole premium. The Issuers may redeem the 2026 Notes, in whole or in part, at any time on or after December 1, 2022 at the redemption price of (i) 102.125% of the principal amount should such redemption occur before December 1, 2023, (ii) 101.063% of the principal amount should such redemption occur before December 1, 2024 and (iii) 100% of the principal amount should such redemption occur on or after December 1, 2024, in each case plus accrued and unpaid interest, if any, to, but excluding, the redemption date. The Issuers may redeem the 2029 Notes at any time prior to December 1, 2024, in whole or in part, at a redemption price equal to 100% of the accrued principal amount thereof plus unpaid interest, if any, to the redemption date plus a make-whole premium. The Issuers may redeem the 2029 Notes, in whole or in part, at any time on or after December 1, 2024 at the redemption price of (i) 102.313% of the principal amount should such redemption occur before December 1, 2025, (ii) 101.541% of the principal amount should such redemption occur before December 1, 2026, (iii) 100.771% of the principal amount should such redemption occur before December 1, 2027 and (iv) 100% of the principal amount should such redemption occur on or after December 1, 2027, in each case plus accrued and unpaid interest, if any, to, but excluding, the redemption date. In addition, before December 1, 2022, the Issuers may redeem up to 40% of each series of Notes with the net cash proceeds from certain equity offerings (i) at a redemption price of 104.250% of the principal amount redeemed in the case of the 2026 Notes and (ii) at a redemption price of 104.625% of the principal amount redeemed in the case of the 2029 Notes. However, the Issuers may only make such redemptions if at least 60% of the aggregate principal amount of the series of 2019 Senior Unsecured Notes issued under the applicable 2019 Senior Unsecured Notes Indenture remains outstanding after the occurrence of such redemption. As of December 31, 2019 , the restricted net assets of the Operating Partnership were approximately $7.9 billion . The November 2019 Senior Unsecured Notes Indentures contain 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. These covenants are subject to a number of exceptions and qualifications, including the ability to declare or pay any cash dividend or make any cash distribution to VICI to the extent necessary for VICI to fund a dividend or distribution by VICI that is believes is necessary to maintain its status as a REIT or to avoid payment of any tax for any calendar year that could be avoided by reason of such distribution, and the ability to make certain restricted payments not to exceed 95% of our cumulative Funds From Operations (as defined in the 2019 Senior Unsecured Notes Indentures), plus the aggregate net proceeds from (i) the sale of certain equity interests in, (ii) capital contributions to, and (iii) certain convertible indebtedness of the Operating Partnership. February 2020 Senior Unsecured Notes Offering and Redemption and Repayment of the Second Lien Notes Subsequent to December, 31 2019, On February 5, 2020, the Operating Partnership issued (i) $750 million in aggregate principal amount of 3.500% senior unsecured notes due 2025, (ii) $750 million in aggregate principal amount of 3.750% senior unsecured notes due 2027 and (iii) $1.0 billion of 4.125% senior unsecured notes due 2030. We placed $2.0 billion of the net proceeds into escrow pending the consummation of the Eldorado Transaction, and used the remaining net proceeds from the 2025 Notes, together with cash on hand, to redeem in full the outstanding $498.5 million in aggregate principal amount of the Second Lien Notes plus the Second Lien Notes Applicable Premium, which resulted in a total redemption amount of approximately $537.5 million . The 2025 Notes will mature on February 15, 2025, the 2027 Notes will mature on February 15, 2027 and the 2030 Notes will mature on August 15, 2030. Interest on the 2025 Notes will accrue at a rate of 3.500% per annum, interest on the 2027 Notes will accrue at a rate of 3.750% per annum and interest on the 2030 Notes will accrue at a rate of 4.125% per annum. Interest on the notes issued in February 2020 will be payable semi-annually in cash in arrears on February 15 and August 15 of each year, commencing on August 15, 2020. 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, (the Term Loan B Facility and the Revolving Credit Facility, as amended as discussed below, are referred to together as 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. On May 15, 2019, VICI PropCo, entered into Amendment No. 2 (“Amendment No. 2”) to the Credit Agreement, pursuant to which certain lenders agreed to provide VICI PropCo with incremental revolving credit commitments and availability under the revolving credit facility in the aggregate principal amount of $600.0 million on the same terms as VICI PropCo’s current revolving credit facility under the Revolving Credit Facility. After giving effect to Amendment No. 2, the Credit Agreement, provided total borrowing capacity pursuant to the revolving credit commitments in the aggregate principal amount of $1.0 billion . On May 15, 2019, immediately after giving effect to Amendment No. 2, VICI PropCo entered into Amendment No. 3 (“Amendment No. 3”, together with Amendment No. 2, the “Amendments”) to the Credit Agreement, which amended and restated the Credit Agreement in its entirety as of May 15, 2019 ( the “Amended and Restated Credit Agreement”) to, among other things, (i) refinance the Revolving Credit Facility in whole with a new class of revolving commitments, (ii) extend the maturity date to May 15, 2024, which represents an extension of the December 22, 2022 maturity date of the Revolving Credit Facility, (iii) provide that borrowings under the Revolving Credit Facility will bear interest at a rate based on a leverage-based pricing grid with a range of between 1.75% to 2.00% over LIBOR, or between 0.75% and 1.00% over the base rate, in each case depending on our total net debt to adjusted total assets ratio, (iv) provide that the commitment fee payable under the Revolving Credit Facility will bear interest at a rate based on a leverage-based pricing grid with a range of between 0.375% to 0.50% depending on our total net debt to adjusted total assets ratio, (v) amend the existing springing financial covenant, which previously required VICI PropCo to maintain a total net debt to adjusted asset ratio of not more than 0.75 to 1.00 if there was 30% utilization of the Revolving Credit Facility, to require that, only with respect to the Revolving Credit Facility commencing with the first full fiscal quarter ending after the effectiveness of Amendment No. 3, VICI PropCo maintain a maximum total net debt to adjusted asset ratio of not more than 0.65 to 1.00 as of the last day of any fiscal quarter (or, during any fiscal quarter in which certain permitted acquisitions were consummated and the three consecutive fiscal quarters thereafter, not more than 0.70 to 1.00 ), and (vi) include a new financial covenant only with respect to the Revolving Credit Facility, requiring VICI PropCo to maintain, commencing with the first full fiscal quarter after the effectiveness of Amendment No. 3, an interest coverage ratio (defined as EBITDA to interest charges) of not less than 2.00 to 1.00 as of the last day of any fiscal quarter. The Revolving Credit Facility is available to be used for working capital purposes, capital expenditures, permitted acquisitions, permitted investments, permitted restricted payments and for other lawful corporate purposes. The Amended and Restated Credit Agreement provides for capacity to add incremental loans in an aggregate amount of: (x) $1.2 billion to be used solely to finance certain acquisitions; plus (y) an unlimited amount, subject to VICI PropCo not exceeding certain leverage ratios. On January 24, 2020, VICI PropCo entered into Amendment No. 1 to the Amended and Restated Credit Agreement, which, among other things, reduced the interest rate on the PropCo Term Loan B Facility from LIBOR plus 2.00% to LIBOR plus 1.75% . The Amended and Restated Credit Agreement provides that, in the event the LIBOR Rate is no longer in effect, a comparable or successor rate approved by the Administrative Agent under such facility shall be utilized, provided that such approved rate shall be applied in a manner consistent with market practice. The Amended and Restated Credit Agreement contains customary covenants that are consistent with those set forth in the Credit Agreement (except as to the financial covenants described above), which, 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 exceptions and qualifications, including, with respect to the restricted payments covenant, the ability to make unlimited restricted payments to maintain our REIT status and to avoid the payment of federal or state income or excise tax, the ability to make restricted payments in an amount not to exceed 95% of our Funds from Operations (as defined in the Amended and Restated Credit Agreement) subject to no event of default under the Amended and Restated Credit Agreement and pro forma compliance with the financial covenant pursuant to the Amended and Restated Credit Agreement, and the ability to make additional restricted payments in an aggregate amount not to exceed the greater of 0.6% of Adjusted Total Assets or $30,000,000 . We are also subject to the financial covenants set forth in the Amended and Restated Credit Agreement as previously described above. The Senior Secured Credit Facilities are secured by a first priority lien on substantially all of VICI PropCo’s and its existing and subsequently acquired wholly owned material domestic restricted subsidiaries’ material assets, including mortgages on their respective real estate, subject to customary exclusions. None of VICI nor certain subsidiaries of VICI PropCo are subject to the covenants of the Amended and Restated Credit Agreement or are guarantors of the Senior Secured Credit Facilities. The Term Loan B Facility may be voluntarily prepaid at VICI PropCo’s option, in whole or in part, at any time, and is 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. On February 5, 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 Amended and Restated 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 of the Term Loan B Facility in February 2018 the next principal payment due on the Term Loan B Facility is September 2022. Refer to Note 8— Derivatives for a discussion of our interest rate swap agreements related to the Term Loan B Facility. Second Lien Notes The Second Lien Notes were issued on October 6, 2017, pursuant to an indenture (the “Second Lien 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 nor certain subsidiaries of VICI PropCo are subject to the covenants of the Indenture or are guarantors of the Second Lien Notes. The Second Lien 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. These covenants are subject to a number of exceptions and qualifications, including the ability to declare or pay any cash dividend or make any cash distribution to VICI to the extent necessary for VICI to distribute cash dividends of 100% of our “real estate investment trust taxable income” within the meaning of Section 857(b)(2) of the Internal Revenue Code of 1986, as amended, the ability to make certain restricted payments not to exceed the amount of our cumulative earnings (calculated pursuant to the Indenture as $30,000,000 plus 95% of our cumulative Adjusted Funds From Operations (as defined in the Indenture) less cumulative distributions, with certain other adjustments), and the ability to make restricted payments in an amount equal to the greater of 0.6% of Adjusted Total Assets (as defined in the Indenture) or $30,000,000 . Prior to October 15, 2020, the Second Lien Notes are redeemable at the option of the Issuers, at a redemption price of 100% of the principal amount of the Second Lien Notes redeemed plus accrued and unpaid interest, if any, to the applicable redemption date, plus an applicable premium equal to the excess of (a) the present value of (i) 104% of the principal amount of the Second Lien Notes so redeemed plus (ii) all required interest payments due on such Second Lien Notes through October 15, 2020, computed using a discount rate equal to the then-applicable U.S. Treasury rate plus 50 basis points , over (b) the then-outstanding principal amount of the Second Lien Notes so redeemed (the “Second Lien Notes Applicable Premium”). The Issuers also had the option to redeem up to 35% of the original aggregate principal amount of the Second Lien Notes 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, plus accrued and unpaid interest, if any, to the redemption date. On or after October 15, 2020, the Second Lien Notes are redeemable at the option of the Issuers, at a redemption price of (a) 104% of the principal amount of the Second Lien Notes so redeemed for the period October 15, 2020 through October 14, 2021 and (b) 100% of the principal amount of the Second Lien Notes so redeemed after October 15, 2021, in each case, plus accrued and unpaid interest to the redemption date. 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 partial redemption of the Second Lien Notes, 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. Subsequent to December 31, 2019 , on February 20, 2020 we used the proceeds from the issuance of the 2025 Notes to redeem in full the Second Lien Notes at a redemption price of 100% of the principal amount of the Second Lien Notes then outstanding plus the Second Lien Notes Applicable Premium, which resulted in a total redemption amount of approximately $537.5 million . Due to the full redemption, we will recognize a loss on extinguishment of debt in first quarter of 2020 of approximately $39.0 million . Bridge Facilities On June 24, 2019, in connection with the Eldorado Transaction, VICI PropCo entered into the Commitment Letter with the Bridge Lender, pursuant to which and subject to the terms and conditions set forth therein, the Bridge Lender has agreed to provide (i) a 364-day first lien secured bridge facility of up to $3.3 billion in the aggregate and (ii) a 364-day second lien secured bridge facility of up to $1.5 billion in the aggregate, for the purpose of providing a portion of the financing necessary to fund the consideration to be paid pursuant to the terms of the Eldorado Transaction documents and related fees and expenses. The Bridge Facilities are subject to a tiered commitment fee based on the period the commitment is outstanding and a structuring fee. The commitment fee is equal to, with respect to any commitments that are terminated prior to July 22, 2019, 0.25% of such commitments, with respect to any commitments that are outstanding on July 22, 2019 and are terminated prior to June 24, 2020, 0.50% of such commitments, with respect to any commitments that are outstanding on June 24, 2020 and are terminated prior to September 24, 2020, 0.75% of such commitments, and with respect to any commitments that are outstanding on September 24, 2020, 1.00% of such commitments. The structuring fee is equal to 0.10% of the total aggregate commitments at the date of the Commitment Letter and was paid in full upon the first reduction of the commitments. For the year ended December 31, 2019 we have recognized $26.0 million of fees related to the Bridge Facilities in Interest expense on our Statement of Operations. Commitments and loans under the Bridge Facilities will be reduced or prepaid, as applicable, in part upon any issuance by us of equity or notes in a public offering or private placement and/or the incurrence of term loans and certain other debt and upon other specified events prior to the consummation of the Eldorado Transaction, in each case subject to the terms and certain exceptions set forth in the Commitment Letter, including that the commitments and loans will not be reduced as a result of the proceeds from primary follow-on offerings. If we use the Bridge Facilities, funding is contingent on the satisfaction of certain customary conditions set forth in the Commitment Letter, including, among others, (i) the execution and delivery of definitive documentation with respect to the Bridge Facilities in accordance with the terms set forth in the Commitment Letter and (ii) the consummation of the transactions in accordance with the Eldorado Transaction documents. Although we do not currently expect VICI PropCo to make any borrowings under the Bridge Facilities, there can be no assurance that such borrowings will not be made or that we will be able to incur alternative long-term debt financing in lieu of borrowings under the Bridge Facilities. Borrowing under the Bridge Facilities, if any, will bear interest at a floating rate that varies depending on the duration of the loans thereunder. Under the Eldorado Senior Bridge Facility, interest will be calculated on a rate between (i) LIBOR plus 200 basis points and LIBOR plus 275 basis or (ii) the base rate plus 100 basis points and the base rate plus 175 basis points, in each case depending on duration. Under the Eldorado Junior Bridge Facility, interest will be calculated on a rate between (x) LIBOR plus 300 basis points and LIBOR plus 375 basis or (y) the base rate plus 200 basis points and the base rate plus 275 basis points, in each case depending on duration. The Bridge Facilities, if funded, will contain restrictive covenants and events of default substantially similar to those contained in, with respect to the Eldorado Senior Bridge Facility, the Senior Secured Credit Facilities and, with respect to the Eldorado Junior Bridge Facility, the Second Lien Notes. If we draw upon the Bridge Facilities, there can be no assurances that we would be able to refinance the Bridge Facilities on terms satisfactory to us, or at all. Following the November 2019 Senior Unsecured Notes offering, the commitments under the Bridge Facility were reduced by $1.6 billion , to $3.2 billion . Following the February 2020 Senior Unsecured Notes Offering we placed $2.0 billion of the net proceeds into escrow pending the consummation of the Eldorado Transaction and the commitments under the Bridge Facility were further reduced by $2.0 billion to $1.2 billion . CPLV CMBS Debt The CPLV CMBS Debt was incurred on October 6, 2017 pursuant to a loan agreement (the “CMBS Loan Agreement”), and was secured by a first priority lien on all of the assets of CPLV Property Owner LLC, as borrower (“CPLV Borrower”), including CPLV Borrower’s (1) fee interest (except as provided in (2)) in and to Caesars Palace Las Vegas (on the Formation Date other than Octavius Tower), (2) leasehold interest with respect to Octavius Tower on the Formation Date, and (3) interest in the CPLV Lease Agreement and all related agreements, including the Lease Agreements, subject only to certain permitted encumbrances as set forth in the CMBS Loan Agreement. The CPLV CMBS Debt bore interest at 4.36% per annum. On November 26, 2019, we used the proceeds from the November 2019 Senior Unsecured Notes offering to repay in full the CPLV CMBS Debt. Due to the prepayment of the CPLV CMBS Debt, we recognized a loss on extinguishment of debt of $58.1 million during the year ended December 31, 2019 , the majority of which related to the prepayment penalty. Financial Covenants As described above, our debt obligations are subject to certain customary financial and protective covenants that restrict VICI PropCo and its subsidiaries’ ability to incur additional debt, sell certain asset and restrict certain payments, among other things. These covenants are subject to a number of exceptions and qualifications, including the ability to make restricted payments to maintain our REIT status. At December 31, 2019 , we are in compliance with all required covenants under our debt obligations. |
Derivatives
Derivatives | 12 Months Ended |
Dec. 31, 2019 | |
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 . On January 3, 2019, we entered into two additional interest rate swap agreements with third-party financial institutions having an aggregate notional amount of $500.0 million . 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% and 2.3802% , respectively. For the duration of the interest rate swap transactions, we are only subject to interest rate risk on $100.0 million of variable rate debt. The following tables detail our outstanding interest rate derivatives that were designated as cash flow hedges of interest rate risk as of December 31, 2019 and 2018 : ($ in thousands) December 31, 2019 Instrument Number of Instruments Fixed Rate Notional Index Maturity Interest Rate Swaps 4 2.8297% $1,500,000 USD LIBOR April 22, 2023 Interest Rate Swaps 2 2.3802% $500,000 USD LIBOR January 22, 2021 ($ in thousands) December 31, 2018 Instrument Number of Instruments Fixed Rate Notional Index Maturity Interest Rate Swaps 4 2.8297% $1,500,000 USD LIBOR April 22, 2023 As of December 31, 2019 and 2018 , the interest rate swaps are in net unrealized loss positions and are recorded within Other liabilities. The following table presents the effect of our derivative financial instruments on our Statement of Operations: Year Ended December 31, Period from (In thousands) 2019 2018 Unrealized loss recorded in other comprehensive income $ (42,954 ) $ (22,124 ) $ — Interest recorded in interest expense $ 9,269 $ 6,305 $ — |
Fair Value
Fair Value | 12 Months Ended |
Dec. 31, 2019 | |
Fair Value Disclosures [Abstract] | |
Fair Value | Fair Value The following tables summarize our assets and liabilities measured at fair value on a recurring basis as of December 31, 2019 and 2018 : December 31, 2019 (In thousands) Fair Value Carrying Amount Level 1 Level 2 Level 3 Financial assets: Short-term investments (1) $ 59,474 $ — $ 59,474 $ — Financial liabilities: Derivative instruments - interest rate swaps (2) $ 65,078 $ — $ 65,078 $ — December 31, 2018 (In thousands) Fair Value Carrying Amount Level 1 Level 2 Level 3 Financial assets: Short-term investments (1) $ 520,877 $ — $ 520,877 $ — Financial liabilities: Derivative instruments - interest rate swaps (2) $ 22,124 $ — $ 22,124 $ — ____________________ (1) The carrying value of these investment is equal to their fair value due to the short-term nature of the investments as well as their credit quality. (2) 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. The estimated fair values of our financial instruments at December 31, 2019 and 2018 for which fair value is only disclosed are as follows: December 31, 2019 December 31, 2018 (In thousands) Carrying Amount Fair Value Carrying Amount Fair Value Financial assets: Cash and cash equivalents $ 1,101,893 $ 1,101,893 $ 577,883 $ 577,883 Restricted cash — — 20,564 20,564 Financial liabilities: Debt (1) Revolving Credit Facility $ — $ — $ — $ — Term Loan B Facility 2,076,962 2,110,500 2,073,784 2,016,000 Second Lien Notes 498,480 538,358 498,480 535,866 CPLV CMBS Debt (2) — — 1,550,000 1,539,040 2026 Notes 1,231,227 1,287,500 — — 2029 Notes 984,894 1,045,000 — — ____________________ (1) 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. (2) The CPLV CMBS Debt was repaid in full in November 2019. The following table summarizes our assets and liabilities measured at fair value on a non-recurring basis in relation to the impairment recorded during the three months ended September 30, 2018: September 30, 2018 (In thousands) Fair Value Carrying Amount Level 1 Level 2 Level 3 Financial assets: Land (1) $ 19,019 $ — $ 7,419 $ 11,600 ____________________ (1) The fair value of the de minimis land valued based on the contract price represents a Level 2 measurement as defined in ASC 820, while the inputs for the de minimis land valued using the sales comparison approach represents Level 3 measurements as defined in ASC 820. The measurement and related estimates were made as of September 30, 2018. The following table summarizes the significant unobservable inputs used in the non-recurring Level 3 fair value measurements: Significant Assumptions ( $ in per sq. ft. ) Asset Type Fair Value Valuation Technique Range Weighted Average Square Footage Land $ 11,600 Sales comparison $0.50 - 5.00 $ 2.90 4,002,908 |
Commitments and Contingent Liab
Commitments and Contingent Liabilities | 12 Months Ended |
Dec. 31, 2019 | |
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 December 31, 2019 , 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 2038 and (ii) offices in New Orleans, Louisiana and New York, New York, which expire in 2020 and 2030, respectively. The weighted average remaining lease term as of December 31, 2019 under our operating leases was 16.3 years . Our Cascata ground lease has three 10 -year extension options. The rent of such options would be the in-place rent at the time of renewal. Total rental expense, included in golf operations and general and administrative expenses in our Statement of Operations and contractual rent expense under these agreements were as follows: Year Ended December 31, Period from (In thousands) 2019 2018 Rent expense $ 1,622 $ 1,519 $ 256 Cash paid for rent $ 1,257 $ 1,297 $ 268 On May 10, 2019 we entered into a lease agreement for new office space in New York, NY for our corporate headquarters. The lease has a 10 -year term, with one 5 -year extension option and requires a fixed annual rent of $0.9 million . We determined the lease was an operating lease and recorded a $6.7 million right of use asset and a corresponding lease liability within Other assets and Other liabilities, respectively, on our Balance Sheet. The discount rate for the lease was determined to be 5.3% and was based on the yield of our current secured borrowings, adjusted to match borrowings of similar terms. On January 1, 2019, upon adoption of ASC 842, we recorded an $11.1 million right of use asset and a corresponding lease liability within Other assets and Other liabilities, respectively, on our Balance Sheet, related to the ground lease of the land at the Cascata Golf Course. The discount rate for the lease was determined to be 5.5% and was based on the yield of our current secured borrowings, adjusted to match borrowings of similar terms. The future minimum lease commitments relating to the base lease rent portion of noncancelable operating leases at December 31, 2019 are as follows: (In thousands) Lease Commitments 2020 $ 1,485 2021 1,862 2022 1,880 2023 1,899 2024 1,919 Thereafter 20,983 Total minimum lease commitments $ 30,028 Discounting factor 12,290 Lease liability $ 17,738 |
Caesars Entertainment Outdoor | |
Loss Contingencies [Line Items] | |
Commitments and Contingent Liabilities | Note 9 — 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 Company 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 Statements of Operations were approximately $0.7 million for the period January 1, 2017 to October 5, 2017 and approximately $1.0 million for each of the years ended December 31, 2016 and 2015 , respectively. The future minimum lease commitments relating to the base lease rent portion of noncancelable operating leases at October 5, 2017 are as follows: (In thousands) Operating Leases 2017 $ 214 2018 873 2019 891 2020 908 2021 926 2022 and thereafter 18,911 Total minimum rental commitments $ 22,723 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 $2.1 million for the period January 1, 2017 to October 5, 2017 and $2.9 million and $2.8 million for the years ended December 31, 2016 and 2015 , respectively. The future commitments relating to these agreements at October 5, 2017 are as follows: (In thousands) Maintenance Agreements 2017 $ 775 2018 2,969 2019 225 Total maintenance agreement commitments $ 3,969 |
Shareholders' Equity
Shareholders' Equity | 12 Months Ended |
Dec. 31, 2019 | |
Equity [Abstract] | |
Shareholders' Equity | Stockholders' Equity Stock Authorized 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. Primary Follow-on Offerings November 2018 On November 19, 2018, we completed a primary follow-on offering of 34,500,000 shares of common stock at an offering price of $21.00 per share for an aggregate offering value of $724.5 million , resulting in net proceeds of $694.2 million . We used the net proceeds from the offering to pay the aggregate purchase price of $700.0 million for the recently completed acquisition of the land and real estate assets of Greektown and related fees and expenses. June 2019 On June 28, 2019, we completed a primary follow-on offering of (i) 50,000,000 (including 15,000,000 shares sold pursuant to the exercise in full of the underwriters’ option to purchase additional common stock) shares of common stock at an offering price of $21.50 per share for an aggregate offering value of $1.1 billion , resulting in net proceeds, after the deduction of the underwriting discount and expenses, of $1.0 billion and (ii) 65,000,000 shares of common stock that are subject to forward sale agreements to be settled by September 26, 2020. We did not initially receive any proceeds from the sale of the shares of common stock subject to the forward sale agreements that were sold by the forward purchasers or their respective affiliates (collectively the “Forward Sale Agreements”). We determined that the Forward Sale Agreements meet the criteria for equity classification and are therefore exempt from derivative accounting. We recorded the Forward Sale Agreements at fair value at inception, which we determined to be zero. Subsequent changes to fair value are not required under equity classification. We expect to settle the Forward Sale Agreements entirely by the physical delivery of shares of common stock in exchange for cash proceeds, although we may elect cash settlement or net share settlement for all or a portion of our obligations under the Forward Sale Agreements. The settlement of the Forward Sales Agreements is calculated based on the forward sale price ( $21.50 ) as adjusted for a floating interest rate factor and other fixed amounts based on the passage of time, as specified in the Forward Sale Agreements. As of December 31, 2019 , based on these adjustments, the forward share price was $19.96 and would result in us receiving $1.3 billion in cash proceeds if we were to physically settle the Forward Sale Agreements. Alternatively, if we were to net cash settle the Forward Share Agreements, it would result in a cash outflow of $346.2 million or if we were to net share settle the Forward Sale Agreements, it would result in us issuing 13.5 million shares. As of December 31, 2019 , we have not settled any portion of the Forward Sale Agreements. Further, the shares of common stock issuable upon settlement of the Forward Sale Agreements are reflected in our diluted earnings per share calculations using the treasury stock method. Under this method, the number of our shares of common stock used in calculating diluted earnings per share is deemed to be increased by the excess, if any, of the number of shares of common stock that would be issued upon full physical settlement of the Forward Sale Agreements over the number of shares of common stock that could be purchased by us in the market (based on the average market price during the period) using the proceeds receivable upon full physical settlement (based on the adjusted forward sales price at the end of the reporting period). If and when we physically or net share settle the Forward Sale Agreements, the delivery of our shares of common stock will result in an increase in the number of shares of common stock outstanding and dilution to our earnings per share. We used a portion of the net proceeds from the offering for the Hard Rock Cincinnati Acquisition and the Century Portfolio Acquisition, and intend to use the remaining net proceeds from the offering and the proceeds upon settlement of the Forward Sales Agreements to fund a portion of the purchase price for the Eldorado Transaction and for general corporate purposes, which may include the acquisition and improvement of properties, capital expenditures, working capital and the repayment of indebtedness. At-the-Market Offering Program On December 19, 2018, we entered into an equity distribution agreement, or ATM Agreement, pursuant to which we may sell, from time to time, up to an aggregate sales price of $750.0 million of our common stock. Sales of common stock, if any, made pursuant to the ATM Agreement may be sold in negotiated transactions or transactions that are deemed to be “at the market” offerings, as defined in Rule 415 of the Securities Act of 1933, as amended. Actual sales will depend on a variety of factors including market conditions, the trading price of our common stock, our capital needs, and our determination of the appropriate sources of funding to meet such needs. During the year ended December 31, 2019 , we sold a total of 6,107,633 shares under the at-the-market offering program for net proceeds of $128.3 million . Subsequent to the year end, on February 7, 2020, we sold 7,500,000 shares under the at-the-market offering program for net proceeds of $200.0 million . We have no obligation to sell the remaining shares available for sale under the at-the-market offering program. The following table details the issuance of outstanding shares of common stock, including restricted common stock: Common Stock Outstanding 2019 2018 Beginning Balance January 1 404,729,616 300,278,938 Issuance of common stock in initial public offering — 69,575,000 Issuance of common stock in primary follow-on offerings (1) 50,000,000 34,500,000 Issuance of common stock under the at-the-market offering program 6,107,633 — Issuance of restricted and unrestricted common stock under the stock incentive program, net of forfeitures (2) 167,493 375,678 Ending Balance December 31 461,004,742 404,729,616 ____________________ (1) Excludes the 65,000,000 shares issued in June 2019 subject to Forward Sale Agreements to be settled by September 26, 2020 . (2) The years ended December 31, 2019 and 2018 excludes 157,512 share units and 133,491 share units, respectively, issued under the performance-based stock incentive program. Distributions Dividends declared (on a per share basis) during the years ended December 31, 2019 and 2018 were as follows: Year Ended December 31, 2019 Declaration Date Record Date Payment Date Period Dividend March 14, 2019 March 29, 2019 April 11, 2019 January 1, 2019 - March 31, 2019 $ 0.2875 June 13, 2019 June 28, 2019 July 12, 2019 April 1, 2019 - June 30, 2019 $ 0.2875 September 12, 2019 September 27, 2019 October 10, 2019 July 1, 2019 - September 30, 2019 $ 0.2975 December 12, 2019 December 27, 2019 January 9, 2020 October 1, 2019 - December 31, 2019 $ 0.2975 Year Ended December 31, 2018 Declaration Date Record Date Payment Date Period Dividend March 15, 2018 (1) March 29, 2018 April 13, 2018 February 5, 2018 - March 31, 2018 $ 0.16 June 14, 2018 June 28, 2018 July 13, 2018 April 1, 2018 - June 30, 2018 $ 0.2625 September 17, 2018 September 28, 2018 October 11, 2018 July 1, 2018 - September 30, 2018 $ 0.2875 December 13, 2018 December 28, 2018 January 10, 2019 October 1, 2018 - December 31, 2018 $ 0.2875 ____________________ (1) 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. |
Earnings Per Share
Earnings Per Share | 12 Months Ended |
Dec. 31, 2019 | |
Earnings Per Share [Abstract] | |
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 shares of common stock 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, unvested performance-based restricted shares and the shares to be issued by us upon settlement of the Forward Sale Agreements. The shares issuable upon settlement of the Forward Sale Agreements, as described in Note 11 , are reflected in the diluted earnings per share calculations using the treasury stock method. Under this method, the number of our shares of common stock used in calculating diluted earnings per share is deemed to be increased by the excess, if any, of the number of shares of common stock that would be issued upon full physical settlement of the Forward Sale Agreements over the number of shares of common stock that could be purchased by us in the market (based on the average market price during the period) using the proceeds receivable upon full physical settlement (based on the adjusted forward sales price at the end of the reporting period). If and when we physically or net share settle the Forward Sale Agreements, the delivery of shares of common stock would result in an increase in the number of shares outstanding and dilution to earnings per share. The following tables reconcile the weighted-average shares of common stock 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: Year Ended December 31, Period from (In thousands) 2019 2018 Determination of shares: Weighted-average shares of common stock outstanding 435,071 367,226 227,829 Assumed conversion of restricted stock 566 91 156 Assumed settlement of Forward Sale Agreements 3,516 — — Diluted weighted-average shares of common stock outstanding 439,153 367,317 227,985 Basic and Diluted Earnings Per Share Year Ended December 31, Period from (In thousands, except per share data) 2019 2018 Basic: Net income attributable to common stockholders $ 545,964 $ 523,619 $ 42,662 Weighted-average shares of common stock outstanding 435,071 367,226 227,829 Basic EPS $ 1.25 $ 1.43 $ 0.19 Diluted: Net income attributable to common stockholders $ 545,964 $ 523,619 $ 42,662 Diluted weighted-average shares of common stock outstanding 439,153 367,317 227,985 Diluted EPS $ 1.24 $ 1.43 $ 0.19 |
Share-Based Compensation
Share-Based Compensation | 12 Months Ended |
Dec. 31, 2019 | |
Share-based Payment Arrangement [Abstract] | |
Share-Based Compensation | Stock-Based Compensation The 2017 Stock Incentive Plan (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. At December 31, 2019 , 11,899,660 shares of common stock remained available for issuance by us as equity awards under the Plan. Time-Based Restricted Stock During the years ended December 31, 2019 and 2018 and the period from October 6, 2017 through December 31, 2017, the Company granted approximately 177,000 , 172,000 and 124,000 , shares of restricted stock, respectively, under the Plan, respectively, subject to vesting restrictions based on service. Such restricted time-based stock awards vest ratably on an annual basis over a service period of three to four years . The number of shares granted was determined based on the 10 -day volume weighted average price using the 10 trading days immediately preceding the grant date. Performance-Based Restricted Stock Units During the years ended December 31, 2019 and 2018 the Company granted approximately 158,000 and 133,000 restricted stock units, respectively, under the Plan subject to vesting restrictions based on specified absolute and relative total stockholder return goals measured over a three-year performance period. We used a Monte Carlo Simulation (risk-neutral approach) to determine the number of shares that may be earned and vested pursuant to the award as these awards were deemed to have a market condition. The risk-free interest rate assumptions used in the Monte Carlo Simulation were determined based on the zero-coupon risk-free rate of 2.5% - 2.7% and an expected price volatility of 13.3% - 20.0% . The expected price volatility was calculated based on both historical and implied volatility. The following table details the stock-based compensation expense recorded as General and administrative expense in the Statement of Operations: Year Ended December 31, Period from (In thousands) 2019 2018 Stock-based compensation expense $ 5,223 $ 2,342 $ 1,385 The following table details the activity of our incentive stock, time-based restricted stock and performance-based restricted stock units: Shares Weighted Average Grant Date Fair Value Outstanding as of Formation Date — $ — Granted 174,572 15.41 Vested (50,962 ) 14.90 Forfeited — — Canceled — — Outstanding as of December 31, 2017 123,610 15.61 Granted 336,980 19.37 Vested (59,954 ) 10.18 Forfeited (2,383 ) 16.88 Canceled — — Outstanding as of December 31, 2018 398,253 19.60 Granted 338,788 22.03 Vested (121,786 ) 18.57 Forfeited (13,783 ) 20.44 Canceled — — Outstanding as of December 31, 2019 601,472 $ 21.16 As of December 31, 2019 , there was $7.8 million of unrecognized compensation cost related to non-vested stock-based compensation arrangements under the Plan. This cost is expected to be recognized over a weighted average period of 1.7 years . |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Contingency [Line Items] | |
Income Taxes | Income Taxes We conduct our operations as a REIT for U.S. federal income tax purposes. U.S. federal income tax law generally requires that a REIT distribute annually at least 90% of its REIT taxable income, without regard to the deduction for dividends paid and excluding net capital gains, and that it pays taxes at regular corporate income tax rates to the extent that it annually distributes less than 100% of its taxable income. We intend to meet those requirements and as a result, we generally will not be subject to federal income tax except for the TRS operations. The TRS operations (represented by the four golf course businesses) are able to engage in activities resulting in income that would not be qualifying income for a REIT. As a result, certain of our activities which occur within our TRS operations are subject to federal and state income taxes. Accordingly, our tax provision and deferred tax analysis are primarily from the results of TRS activities. New tax legislation, commonly referred to as the Tax Cuts and Jobs Act (“Tax Reform Act”), was enacted on December 22, 2017, which significantly changed U.S. tax law by, among other things, a permanent reduction of the U.S. corporate income tax rate from 35% to 21%, effective January 1, 2018. ASC 740, “Accounting for Income Taxes”, requires companies to recognize the effect of tax law changes in the period of enactment. Accordingly, in 2017 we recorded a reduction to our net deferred tax liability of $2.4 million , and a corresponding increase to income tax benefit during the period. The composition of our income tax expense (benefit) was as follows: Year Ended December 31, Period from October 6, 2017 to December 31, 2017 2019 2018 (In thousands) Current Deferred Total Current Deferred Total Current Deferred Total Federal $ 1,100 $ 46 $ 1,146 $ 1,693 $ (459 ) $ 1,234 $ — $ (1,909 ) $ (1,909 ) State 563 (4 ) 559 126 81 207 11 (3 ) 8 Income tax expense (benefit) $ 1,663 $ 42 $ 1,705 $ 1,819 $ (378 ) $ 1,441 $ 11 $ (1,912 ) $ (1,901 ) At December 31, 2019 and 2018 , the net effects of temporary differences that gave rise to significant portions of the deferred tax assets and deferred tax liabilities were: (In thousands) December 31, 2019 December 31, 2018 Deferred tax assets: Federal net operating loss $ — $ — Accruals, reserves and other 96 117 Total deferred tax assets 96 117 Deferred tax liabilities: Land, buildings and equipment, net (3,478 ) (3,457 ) Total deferred tax liabilities (3,478 ) (3,457 ) Net deferred tax liability $ (3,382 ) $ (3,340 ) The following table reconciles our effective income tax rate to the historical federal statutory rate of 21% in 2019 and 2018 and 35% in 2017: Year Ended Year Ended December 31, 2018 Period from October 6, 2017 to December 31, 2017 (Amounts in thousands) Amount Percent Amount Percent Amount Percent Federal income tax expense at statutory rate $ 116,757 21.0 % $ 112,326 21.0 % $ 15,414 35.0 % REIT income not subject to federal income tax (115,395 ) (20.8 ) (111,035 ) (20.8 ) (14,897 ) (33.8 ) Pre-tax gain attributable to taxable subsidiaries 1,362 0.3 1,291 0.2 517 1.2 State income taxes, net of federal benefits 542 0.1 187 — 5 — Non-deductible expenses and other (199 ) — (37 ) — — — Impact of Tax Reform on deferred tax liability — — — — (2,423 ) (5.5 ) Income tax expense (benefit) $ 1,705 0.3 % $ 1,441 0.2 % $ (1,901 ) (4.3 )% We declared dividends of $1.17 per common share and $0.9975 per common share during the years ended December 31, 2019 and 2018, respectively. We did no t declare any dividends during the period from October 6, 2017 through December 31, 2017. For U.S. Federal income tax purposes, the portion of the dividends allocated to stockholders for the years ended December 31, 2019 and 2018 are characterized as follows: Year Ended December 31, ($ per share) 2019 2018 Ordinary dividends $ 0.8465 $ 0.9251 Section 199A dividends (1) $ 0.8159 $ 0.9251 Qualified dividend (1) $ 0.0306 $ — Non-dividend distribution $ 0.0985 $ — ____________________ (1) These amounts are a subset of, and are included in, the ordinary dividend amounts. As of December 31, 2019 , we had estimated NOLs of $151.6 million , generated by our REIT, that will expire in 2029, unless they are utilized by us prior to expiration. As of December 31, 2019 |
Caesars Entertainment Outdoor | |
Income Tax Contingency [Line Items] | |
Income Taxes | Note 7 — Income Taxes Income Tax (Provision)/Benefit (In thousands) Period from January 1, 2017 to October 5, 2017 Year Ended December 31, 2016 Year Ended December 31, 2015 Current: Federal $ (100 ) $ (111 ) $ (98 ) State — — — Deferred 98 111 101 Income Tax Benefit $ (2 ) $ — $ 3 Since the Outdoor Business does not have a formal tax sharing agreement in place with Caesars Entertainment for federal income tax purposes, Caesars Entertainment pays all of the Outdoor Business’ federal income taxes. The Outdoor Business’ portion was approximately $100,000 for the period January 1, 2017 to October 5, 2017 and $111,000 and $98,000 for the years ended December 31, 2016 and 2015 , respectively. Income Tax Expense Reconciliation (In thousands) Period from January 1, 2017 to October 5, 2017 Year Ended December 31, 2016 Year Ended December 31, 2015 Expected federal tax at the statutory tax rate $ — $ — $ — Increases/(decreases) in tax resulting from: State taxes, net of federal tax benefit — — — Federal tax credits — — 3 Other (2 ) — — Income tax (expense)/benefit $ (2 ) $ — $ 3 Temporary Differences Resulting in Deferred Tax Assets and Liabilities (In thousands) As of October 5, 2017 As of December 31, 2016 Deferred tax assets: Federal net operating loss $ 5,561 $ 5,847 State net operating loss 378 392 Federal tax credits 82 82 Other 8 9 Subtotal 6,029 6,330 Less: valuation allowance 1,930 1,930 Total deferred tax assets 4,099 4,400 Deferred tax liabilities: Depreciation and other property related items (9,006 ) (9,423 ) Accrued expenses (37 ) (20 ) Total deferred tax liabilities (9,043 ) (9,443 ) Net deferred tax liability $ (4,944 ) $ (5,043 ) Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. As of October 5, 2017 and December 31, 2016 , we had federal NOL carryforwards of $19.2 million and $20.1 million , respectively. These NOL carryforwards will begin to expire in 2032 . In addition, we have federal general business tax credit carryforwards of approximately $82 thousand which will begin to expire in 2032 . As of October 5, 2017 and December 31, 2016 , we had state NOL carryforwards of $15.1 million and $15.5 million , respectively. These NOL carryforwards will begin to expire in 2032 . Reconciliation of Unrecognized Tax Benefit (In thousands) Period from January 1, 2017 to October 5, 2017 Year Ended December 31, 2016 Year Ended December 31, 2015 Balance at beginning of period $ 1,309 $ 1,309 $ 1,309 Additions based on tax positions related to the current period — — — Balance at end of period $ 1,309 $ 1,309 $ 1,309 We classify reserves for tax uncertainties within accrued expenses and deferred credits and other in our balance sheets, separate from any related income tax payable or deferred income taxes. Reserve amounts related to potential income tax liabilities resulting from uncertain tax positions as well as potential interest or penalties associated with those liabilities. We accrue interest and penalties related to unrecognized tax benefits in income tax expense. There were no adjustments to our accrual for the period ending October 5, 2017 and the years ending December 31, 2016 and 2015 , respectively, for accrued interest or penalties. There are no unrecognized tax benefits included in the balances of unrecognized tax benefits as of October 5, 2017, December 31, 2016 and 2015 that, if recognized, would impact the effective tax rate. |
Segment Information
Segment Information | 12 Months Ended |
Dec. 31, 2019 | |
Segment Reporting [Abstract] | |
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 tables present certain information with respect to our segments: Year Ended December 31, 2019 (In thousands) Real Property Business Golf Course Business VICI Consolidated Revenues $ 865,858 $ 28,940 $ 894,798 Operating income 836,275 6,224 842,499 Interest expense (248,384 ) — (248,384 ) Loss on extinguishment of debt (58,143 ) — (58,143 ) Income before income taxes 549,503 6,483 555,986 Income tax expense 470 1,235 1,705 Net income 549,033 5,248 554,281 — Depreciation 16 3,815 3,831 Total assets $ 13,177,318 $ 88,301 $ 13,265,619 Total liabilities $ 5,199,029 $ 17,601 $ 5,216,630 Year Ended December 31, 2018 (In thousands) Real Property Business Golf Course Business VICI Consolidated Revenues (1) $ 870,776 $ 27,201 $ 897,977 Operating income 751,803 6,151 757,954 Interest expense (212,663 ) — (212,663 ) Loss on extinguishment of debt (23,040 ) — (23,040 ) Income before income taxes 527,407 6,151 533,558 Income tax expense — (1,441 ) (1,441 ) Net income 527,407 4,710 532,117 Depreciation 7 3,679 3,686 Total assets $ 11,247,637 $ 85,731 $ 11,333,368 Total liabilities $ 4,424,861 $ 7,485 $ 4,432,346 Period from October 6, 2017 to December 31, 2017 (In thousands) Real Property Business Golf Course Business VICI Consolidated Revenues (1) $ 181,258 $ 6,351 $ 187,609 Operating income 142,722 1,474 144,196 Interest expense (63,354 ) — (63,354 ) Loss on extinguishment of debt (38,488 ) — (38,488 ) Income before income taxes 41,162 1,474 42,636 Income tax expense — 1,901 1,901 Net income 41,162 3,375 44,537 Depreciation — 751 751 ____________________ (1) Upon the adoption of ASC 842 on January 1, 2019, we ceased recording tenant reimbursement of property taxes as these taxes are paid directly by our tenants to the applicable government entity. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2019 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events We have evaluated subsequent events and, except for the payment of dividends on January 9, 2020, as described in Note 11 , and the closing of the JACK Cleveland/Thistledown Acquisition on January 24, 2020, as described in Note 4 , the repricing of the Term Loan B Facility on January 24, 2020, as described in Note 7 , the sale of common stock under the at-the-market offering program on February 7, 2020, as described in Note 11 and the February 2020 Senior Unsecured Notes offering that closed on February 5, 2020 and the repayment of the Second Lien Notes on February 20, 2020, as described in Note 7 , there were no other events relative to the Financial Statements that require additional disclosure. |
Quarterly Results of Operations
Quarterly Results of Operations (Unaudited) | 12 Months Ended |
Dec. 31, 2019 | |
Quarterly Financial Information Disclosure [Abstract] | |
Quarterly Results of Operations (Unaudited) | Quarterly Results of Operations (Unaudited) The following is a summary of the unaudited quarterly results of operations for the years ended December 31, 2019 and 2018 : Quarter Ended ($ in thousands except per share data) December 31, 2019 September 30, 2019 June 30, 2019 March 31, 2019 Revenues $ 237,537 $ 222,513 $ 220,746 $ 214,002 Operating income 226,758 208,380 205,495 201,866 Net income 100,713 146,515 154,127 152,926 Net income attributable to common stockholders 98,631 144,435 152,049 150,849 Net income per common share Basic and Diluted $ 0.21 $ 0.31 $ 0.37 $ 0.37 Dividends per share $ 0.2975 $ 0.2975 $ 0.2875 $ 0.2875 Quarter Ended ($ in thousands except per share data) December 31, 2018 September 30, 2018 June 30, 2018 March 31, 2018 Revenues $ 226,039 $ 232,687 $ 220,975 $ 218,276 Operating income 195,682 184,100 189,448 188,724 Net income 144,631 132,024 141,359 114,103 Net income attributable to common stockholders 142,541 129,912 139,044 112,122 Net income per common share Basic and diluted $ 0.37 $ 0.35 $ 0.38 $ 0.33 Dividends per share $ 0.2875 $ 0.2875 $ 0.2625 $ 0.1600 |
Accrued Expenses
Accrued Expenses | 12 Months Ended |
Dec. 31, 2019 | |
Caesars Entertainment Outdoor | |
Accrued Expenses [Line Items] | |
Accrued Expenses | Note 5 — Accrued Expenses (In thousands) October 5, 2017 December 31, 2016 Accrued utilities $ 269 $ 87 Accrued real estate taxes and other taxes 166 130 Advance deposits 102 112 Deferred revenue 49 125 Accrued legal and professional fees 41 23 Payroll and other compensation 12 228 Other accruals 8 — Total accrued expenses $ 647 $ 705 |
Liabilities Subject to Compromi
Liabilities Subject to Compromise | 12 Months Ended |
Dec. 31, 2019 | |
Caesars Entertainment Outdoor | |
Reorganizations [Line Items] | |
Liabilities Subject to Compromise | Note 6 — Liabilities Subject to Compromise In March 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 October 5, 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 13 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 19 claims representing approximately $116.3 million of such claims. These claims are classified by the Business as amended and replaced, duplicate, redundant or non-Caesars Debtor claims. As of October 5, 2017 and December 31, 2016 , liabilities subject to compromise was approximately $249,000 and $265,000 , respectively, and consisted of accounts payable-related liabilities. 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 |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2019 | |
Caesars Entertainment Outdoor | |
Related Party Transaction [Line Items] | |
Related Party Transactions | Note 8 — Related Party Transactions We had transactions with CEOC resulting in net distributions of approximately $1.0 million for the period January 1, 2017 to October 5, 2017 and $1.2 million and $2.0 million for the years ending December 31, 2016 and 2015 , respectively. The net distributions are 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. These transactions are included as transactions with parent, net in our Combined Statements of Equity. Related Party Fees and Expenses The following amounts are recorded with respect to the related-party transactions described in this section: (In thousands) Transaction type Recorded as: Period from January 1, 2017 to October 5, 2017 Year Ended December 31, 2016 Year Ended December 31, 2015 Insurance expense Administrative and other $ 37 $ 45 $ 55 Allocation of indirect expenses from CEOC and Caesars’ affiliates (1) Administrative and other 214 330 318 Golf revenue from CEOC and Caesars’ affiliates (2) Golf revenue 5,304 5,482 4,377 Pass-through revenue with CEOC and Caesars’ affiliates (3) Golf revenue 382 871 769 Food and beverage revenue 107 83 66 Retail and other revenue 116 143 102 _____________ (1) The Statements of Operations include 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 Summary of Significant Accounting Policies - Revenue Recognition. (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. Savings and Retirement Plans CEOC maintains 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 may elect to contribute up to 50% of their eligible earnings, subject to IRS rules and regulations, and are eligible to receive a company match of up to $600 . Participating employees become vested in matching contributions on a pro-rata basis over five years of credited service. Our contribution expense, included in direct operating expenses and administrative and other expense, was approximately $27,000 for the period January 1, 2017 to October 5, 2017 and $34,000 and $39,000 for the years ended December 31, 2016 and 2015 , respectively. |
Schedule I Condensed Financial
Schedule I Condensed Financial Information of Registrant Parent Company Only | 12 Months Ended |
Dec. 31, 2019 | |
Condensed Financial Information Disclosure [Abstract] | |
Schedule I Condensed Financial Information of Registrant Parent Company Only | Schedule I CONDENSED FINANCIAL INFORMATION OF REGISTRANT PARENT COMPANY ONLY VICI PROPERTIES INC. CONDENSED BALANCE SHEETS ( In thousands, except share and per share data ) December 31, 2019 December 31, 2018 Assets Cash and cash equivalents $ 13,912 $ 377,704 Restricted cash — 48 Short-term investments — 520,877 Other assets 159 2,150 Due from affiliates 838 133 Investment in subsidiaries 8,087,905 6,033,310 Total assets $ 8,102,814 $ 6,934,222 Liabilities Other liabilities $ 576 $ 486 Dividends payable 137,056 116,287 Total liabilities 137,632 116,773 Stockholders’ equity Common stock, $0.01 par value, 700,000,000 shares authorized and 461,004,742 and 404,729,616 shares issued and outstanding at December 31, 2019 and December 31, 2018, respectively 4,610 4,047 Preferred stock, $0.01 par value, 50,000,000 shares authorized and no shares outstanding at December 31, 2019 and 2018 — — Additional paid in capital 7,817,582 6,648,430 Accumulated other comprehensive loss (65,078 ) (22,124 ) Retained earnings 208,068 187,096 Total stockholders’ equity 7,965,182 6,817,449 Total liabilities and stockholders’ equity $ 8,102,814 $ 6,934,222 See accompanying Notes to Condensed Financial Information Schedule I CONDENSED FINANCIAL INFORMATION OF REGISTRANT PARENT COMPANY ONLY VICI PROPERTIES INC. CONDENSED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (In thousands) Year Ended December 31, Period from October 6, 2017 to December 31, 2017 2019 2018 Expenses General and administrative — 78 — Total expenses — 78 — Equity in earnings of investment in subsidiary $ 532,699 $ 516,116 $ — Interest income 13,265 7,581 282 Income before income taxes 545,964 523,619 282 Income taxes — — — Net income $ 545,964 $ 523,619 $ 282 Other comprehensive income Net income $ 545,964 $ 523,619 $ 282 Unrealized loss on cash flow hedges - investment in subsidiaries (42,954 ) (22,124 ) — Comprehensive income $ 503,010 $ 501,495 $ 282 See accompanying Notes to Condensed Financial Information Schedule I CONDENSED FINANCIAL INFORMATION OF REGISTRANT PARENT COMPANY ONLY VICI PROPERTIES INC. CONDENSED STATEMENTS OF CASH FLOWS (In thousands) Year Ended December 31, Period from October 6, 2017 to December 31, 2017 2019 2018 Cash flows from operating activities Net income $ 545,964 $ 523,619 $ 282 Adjustments to reconcile net income to cash flows provided by operating activities: Equity in income from subsidiaries (532,699 ) — — Distributions of earnings from subsidiaries 13,334 — — Change in operating assets and liabilities: Change in other assets 48 (2,150 ) — Change in other liabilities 1,370 270 — Change in intercompany balances, net (1,985 ) (614 ) 98,813 Cash flows from operating activities 26,032 521,125 99,095 Cash flows from investing activities Investment in subsidiary (1,700,748 ) (1,838,205 ) (1,000,000 ) Distributions from subsidiaries 232,875 357,781 — Investments in short-term investments (342,767 ) (691,239 ) — Maturities of short-term investments 760,419 170,362 — Cash flows used in investing activities (1,050,221 ) (2,001,301 ) (1,000,000 ) Cash flows from financing activities Proceeds from follow-on offering of common stock 1,164,307 694,374 — Proceeds from private placement of common stock — — 964,376 Proceeds from initial public offering of common stock — 1,307,119 — Dividends paid (503,958 ) (262,682 ) — Mandatory debt conversion costs — — (13 ) Cash flows provided by financing activities 660,349 1,738,811 964,363 Net increase in cash and cash equivalents (363,840 ) 258,635 63,458 Cash, cash equivalents and restricted cash, beginning of period 377,752 119,117 55,659 Cash, cash equivalents and restricted cash, end of period $ 13,912 $ 377,752 $ 119,117 See accompanying Notes to Condensed Financial Information Schedule I CONDENSED FINANCIAL INFORMATION OF REGISTRANT PARENT COMPANY ONLY VICI PROPERTIES INC. NOTES TO CONDENSED FINANCIAL INFORMATION 1. Background and Basis of Presentation The condensed parent company financial information has been prepared in accordance with Rule 12-04, Schedule 1 of Regulation S-X, as the restricted net assets of VICI Properties Inc. and its subsidiaries exceed 25% of the consolidated net assets of VICI Properties Inc. and its subsidiaries (the “Company”). This information should be read in conjunction with the Company’s consolidated financial statements included elsewhere in this filing. 2. Restricted net assets of subsidiaries VICI Properties 1 LLC (“VICI PropCo”), a Delaware limited liability company and an indirect wholly owned subsidiary of VICI Properties, Inc ., has certain restrictions on its ability to pay dividends or make intercompany loans and advances pursuant to financing arrangements. On December 22, 2017, VICI PropCo entered into a credit agreement (the “Credit Agreement”) governing the Term Loan B Facility and the Revolving Credit Facility. 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 exceptions and qualifications, including the ability to make unlimited restricted payments to maintain our REIT status and to avoid the payment of federal or state income or excise tax, the ability to make restricted payments in an amount not to exceed 95% of our Funds from Operations (as defined in the Credit Agreement) subject to no event of default under the Credit Agreement and pro forma compliance with the financial covenant pursuant to the Credit Agreement, and the ability to make additional restricted payments in an aggregate amount not to exceed the greater of 0.6% of Adjusted Total Assets (as defined in the Credit Agreement) or $30,000,000 . Commencing with the first full fiscal quarter ended after December 22, 2017, if the outstanding amount of the Revolving Credit Facility plus any drawings under letters of credit issued pursuant to the Credit Agreement that have not been reimbursed as of the end of any fiscal quarter exceeds 30% of the aggregate amount of the Revolving Credit Facility, VICI PropCo and its restricted subsidiaries on a consolidated basis would be required to maintain a maximum Total Net Debt to Adjusted Total Assets Ratio, as defined in the Credit Agreement, as of the last day of any applicable fiscal quarter. The Second Lien Notes were issued on October 6, 2017, pursuant to an indenture (the “Second Lien Notes Indenture”) by and among VICI PropCo and its wholly owned subsidiary, VICI FC Inc. (together, the “Second Lien Notes Issuers”), the subsidiary guarantors party thereto, and UMB Bank National Association, as trustee. The Second Lien Notes Indenture contains covenants that limit the Second Lien Notes 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. These covenants are subject to a number of exceptions and qualifications, including the ability to declare or pay any cash dividend or make any cash distribution to VICI to the extent necessary for VICI to distribute cash dividends of 100% of our “real estate investment trust taxable income” within the meaning of Section 857(b)(2) of the Internal Revenue Code of 1986, as amended, certain restricted payments not to exceed the amount of our cumulative earnings (calculated pursuant to the Indenture as $30,000,000 plus 95% of our cumulative Adjusted Funds From Operations (as defined in the Indenture) less cumulative distributions, with certain other adjustments), and the ability to make restricted payments in an amount equal to the greater of 0.6% of Adjusted Total Assets (as defined in the Indenture) or $30,000,000 . Subsequent to December 31, 2019 , on February 20, 2020 we used the proceeds from the 2025 Notes to redeem in full the Second Lien Notes at a redemption price of 100% of the principal amount of the Second Lien Notes then outstanding plus the Second Lien Notes Applicable Premium, which resulted in a total redemption amount of approximately $537.5 million . The November 2019 Senior Unsecured Notes were issued in November 2019, pursuant to indentures (the “2019 Senior Unsecured Notes Indentures”) by and among the Operating Partnership and VICI Note Co. Inc. (the “Co-Issuer” and, together with the Operating Partnership, the “2019 Senior Unsecured Notes Issuers”), the subsidiary guarantors party thereto and UMB Bank, National Association, as trustee. The 2019 Senior Unsecured Notes Indentures contains covenants that limit the 2019 Senior Unsecured Notes Issuers’ and their restricted subsidiaries’ ability to, among other things: pursuant to a indenture agreements containing certain covenants limiting our ability (i) incur additional debt; (ii) create liens on assets; (iii) make distributions and pay dividends on or redeem or repurchase stock; (iv) make certain types of investments; (v) sell stock in certain subsidiaries; (vi) enter into agreements that restrict dividends or other payments from subsidiaries; (vii) enter into transactions with affiliates; (viii) issue guarantees of debt; and (ix) sell assets or merge with other companies. These covenants are subject to a number of exceptions and qualifications, including the ability to declare or pay any cash dividend or make any cash distribution to VICI to fund a dividend or distribution by VICI that is believes is necessary to maintain its status as a REIT or to avoid payment of any tax for any calendar year that could be avoided by reason of such distribution, and the ability to make certain restricted payments not to exceed 95% of our cumulative Funds From Operations (as defined in the 2019 Senior Unsecured Notes Indentures), plus the aggregate net proceeds from (i) the sale of certain equity interests in, (ii) capital contributions to, and (iii) certain convertible indebtedness of, the Operating Partnership. The amount of restricted net assets the Company’s consolidated subsidiaries held as of December 31, 2019 was approximately $7.9 billion . 3. Commitments, contingencies, and long-term obligations For a discussion of the Company’s commitments, contingencies, and long-term obligations under its senior secured credit facilities, see Note 7 of the Company’s consolidated financial statements. |
Schedule III - Real Estate and
Schedule III - Real Estate and Accumulated Depreciation | 12 Months Ended |
Dec. 31, 2019 | |
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation Disclosure [Abstract] | |
Schedule III - Real Estate and Accumulated Depreciation | SCHEDULE III REAL ESTATE ASSETS AND ACCUMULATED DEPRECIATION December 31, 2019 (in thousands) Acquisition Costs Costs Capitalized Subsequent to Acquisition Gross Amount at Which Carried at Close of Period Description Location Encumbrances Land and Improvements Building and Improvements Land and Improvements Building and Improvements Land and Improvements Building and Improvements Total (a) Accumulated Depreciation Date Acquired Useful Life Caesars Palace Land Las Vegas, Nevada $ 1,010,967 $ — $ — $ — $ 1,010,967 $ — $ 1,010,967 $ — 10/6/2017 (b) N/A Land Parcels subject to Non-CPLV Lease Agreement Various (c) 75,691 — — — 75,691 — 75,691 — 10/6/2017 N/A Vacant, non-operating Land Various 21,111 — — — 21,111 — 21,111 — 10/6/2017 N/A Eastside Property (d) Las Vegas, Nevada 73,600 — — — 73,600 — 73,600 — 10/6/2017 N/A $ 1,181,369 $ — $ — $ — $ 1,181,369 $ — $ 1,181,369 $ — (a) As discussed further in Note 2 — Summary of Significant Accounting Policies, the Lease Agreements are bifurcated between operating leases and direct financing leases, resulting in land that is subject to operating lease treatment being recorded as a Real Estate Investments accounted for using the operating method on the Company's Balance Sheet and included in this Schedule III. Building assets that triggered direct financing lease treatment are recorded Investment in direct financing leases, net on the Company's Balance Sheet and are not included in this Schedule III. (b) Octavius tower addition to the Land was acquired on July 11, 2018. (c) Pledged to secure obligations under the Senior Secured Credit. (d) The transaction to sell the Eastside Property to a subsidiary of Caesars closed on December 22, 2017. Due to a put/call option on the land parcels, it was determined that the transaction does not meet the requirements of a completed sale for accounting purposes. As a result, we reclassified $73.6 million from Real estate investments accounted for using the operating method to Land. A summary of activity for real estate assets and accumulated depreciation for the period October 6, 2017 to December 31, 2019 is as follows: Real Estate Accumulated Depreciation Balance as of October 6, 2017 $ 1,184,000 $ — Additions — — Disposals — — Depreciation expense — — Balance as of December 31, 2017 $ 1,184,000 $ — Additions 10,967 — Impairments (12,334 ) — Disposals (186 ) — Depreciation expense — — Balance as of December 31, 2018 $ 1,182,447 $ — Additions — — Impairments — — Disposals (1,078 ) — Depreciation expense — — Balance as of December 31, 2019 $ 1,181,369 $ — |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2019 | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |
Basis of Presentation | Basis of Presentation The accompanying consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) as 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”). On the Formation Date, upon CEOC’s emergence from bankruptcy, we adopted fresh-start reporting in accordance with provisions of ASC 852, “Reorganizations” (“ASC 852”). In the application of fresh start accounting, we allocated the enterprise value to the fair value of assets and liabilities in conformity with the guidance for the acquisition method of accounting for business combinations under ASC 805, “Business Combinations” (“ASC 805”). |
Principles of Consolidation and Non-controlling Interest | Principles of Consolidation and Non-controlling Interest 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 property and is the lessor under the related Joliet Lease Agreement. |
Use of Estimates | 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. |
Reportable Segments | Reportable Segments 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, each of which is an operating segment and is aggregated into one reportable segment. Corporate and overhead costs are allocated to reportable segments based upon revenue or headcount. Management believes that the assumptions and methodologies used in the allocation of such expenses are reasonable. |
Cash, Cash Equivalents, and Restricted Cash | Cash, Cash Equivalents and Restricted Cash 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. |
Short-Term Investments | Short-Term Investments |
Leases | Investments in Direct Financing and Sales-Type Leases, Net We account for our investments in leases under ASC 842 “Leases” (“ASC 842”), which we adopted on January 1, 2019. Upon lease inception or lease modification, we assess lease classification to determine whether the lease should be classified as a direct financing, sales-type or operating lease. As required by ASC 842, we separately assess the land and building components of the property to determine the classification of each component, unless the impact of doing so is immaterial. If the lease component is determined to be a direct financing or sales-type lease, we record a net investment in the lease, which is equal to the sum of the lease receivable and the unguaranteed residual asset, discounted at the rate implicit in the lease. Any difference between the fair value of the asset and the net investment in the lease is considered selling profit or loss and is either recognized upon execution of the lease or deferred and recognized over the life of the lease, depending on the classification of the lease. Due to the nature of our assets, the net investment in the lease is generally equal to the purchase price of the asset, and the land and building components of an investment generally have the same lease classification. For leases determined to be sales-type leases, we further assess to determine whether the transaction is considered a sale leaseback transaction. If we determine that the lease meets the definition for a sale leaseback transaction, the lease is considered a financing receivable and is recognized in accordance with ASC 310 “Receivables” (“ASC 310”). We currently do not have any lease investments that are accounted for as financing receivables under ASC 310. Upon adoption of ASC 842, we made an accounting policy election to use a package of practical expedients that, among other things, allow us to not reassess prior lease classifications or initial direct costs for leases that existed as of the balance sheet date. As such, we have not reassessed the classification of our Caesars Lease Agreements, as these leases existed prior to our adoption of ASC 842. We determined that the land and building components of the Margaritaville Lease Agreement, the Greektown Lease Agreement, the Hard Rock Cincinnati Lease Agreement and the Century Portfolio Lease Agreement meet the definition of a sales-type lease. The Caesars Lease Agreements continue to be accounted for as direct financing leases and are included within Investments in direct financing and sales-type leases on the Balance Sheet, with the exception of the land component of Caesars Palace Las Vegas which was determined to be an operating lease and is included in Investments in operating leases on the Balance Sheet. The income recognition for our direct financing leases recognized under ASC 840 is consistent with the income recognition for our sales-type lease under ASC 842. Lease Term We assess the noncancelable lease term under ASC 842, which includes any reasonably assured renewal periods. All of our Lease Agreements provide for an initial term, with multiple tenant renewal options. We have individually assessed all of our Lease Agreements and concluded that the lease term includes all of the periods covered by extension options as it is reasonably certain our tenants will renew the Lease Agreements. We believe our tenants are economically compelled to renew the Lease Agreements due to the importance of our real estate to the operation of their business, the significant capital they have invested in our properties and the lack of suitable replacement assets. Income from Leases We recognize the related income from our direct financing and sales-type 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 and sales-type leases will not equal income from our Lease Agreements. Rather, a portion of the cash rent we receive is recorded as Income from direct financing and sales-type leases in our Statement of Operations and a portion is recorded as a change to Investments in direct financing and sales-type leases, net. Under ASC 840, we determined that the land component of Caesars Palace Las Vegas was greater than 25% of the overall fair value of the combined land and building components. At lease inception the land was determined to be an operating lease and we record the related income 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 the lessee’s incremental borrowing rate to the value of the land. Revenue from this lease is recorded as Income from operating leases in our Statement of Operations. Initial direct costs incurred in connection with entering into lease agreements are included in the balance of the net investment in lease. In relation to direct financing and sales-type leases, such amounts will be recognized as a reduction to Income from investments in leases over the life of the lease using the effective interest method. Costs that would have been incurred regardless of whether the lease was signed, such as legal fees and certain other third-party fees, are expensed as incurred to Transaction and acquisition expenses in our Statement of Operations. |
Investments in Land | Investments in Land Vacant, Non-Operating Land On the Formation Date, CEOC transferred certain vacant, non-operating land parcels to us, which are subject to the provisions of the Non-CPLV Lease Agreement. The Non-CPLV Lease Agreement allows for the sale of these vacant, non-operating land parcels without Caesars’ consent since they are specifically identified as de minimis to the operations of Caesars. All of the land parcels are located outside of Las Vegas and none of the land parcels are a component of the operations of our regional property portfolio. In 2018 we reclassified the entire $22.2 million carrying value of the vacant, non-operating land from Investments in operating leases to Land. Eastside Property In 2017, we sold certain land parcels known as the Eastside Property to Caesars for a sales price of $73.6 million . It was determined that the transaction did not meet the requirements of a completed sale for accounting purposes due to a put/call option on the land parcels and a convention center currently in process of being constructed (“Caesars Forum Convention Center”). The amount of $73.6 million is presented as Land with a corresponding amount of $73.6 million recorded as Deferred financing liability in our Consolidated Balance Sheet. |
Property and Equipment Used in Operations | Property and Equipment Used in Operations Property and equipment used in operations is included within Other assets on our Balance Sheet and represents assets primarily related to VICI Golf, our golf operations. We assign lives to our assets based on our standard policy, which is established by management as representative of the useful life of each category of asset. Additions to property used in operations are stated at cost. We capitalize the costs of improvements that extend the life of the asset and expense maintenance and repair costs as incurred. Gains or losses on the dispositions of property and equipment are recognized in the period of disposal. Depreciation is calculated using the straight-line method over the shorter of the estimated useful life of the asset or the related lease as follows: Depreciable land improvements 2-50 years Building and improvements 5-25 years Furniture and equipment 2-5 years |
Impairment | Impairment We assess our investments in operating leases, land and property and equipment used in operations for impairment under ASC 360 “Property, Plant and Equipment” (“ASC 360”) on a quarterly basis or whenever certain events or changes in circumstances indicate a possible impairment of the carrying value of the asset. Events or circumstances that may occur include changes in management’s intended holding period or potential sale to a third party, significant changes in real estate market conditions or tenant financial difficulties resulting in non-payment of the lease. We assess our investments in direct financing and sales-type leases for impairment under ASC 310. Under ASC 310, the net investment in the lease is identified for impairment when it becomes probable that we will be unable to collect all rental payments associated with our investment in the lease. Impairments are measured as the amount by which the current book value of the asset exceeds the estimated fair value of the asset. With respect to estimated expected future cash flows for determining whether an asset is impaired, assets are grouped at the lowest level of identifiable cash flows. |
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 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. |
Tenant Reimbursement of Property and Revenue from Golf Operations | Tenant Reimbursement of Property Taxes Real estate taxes paid directly by our tenants to taxing authorities were recorded gross on our Balance Sheets and Income Statements during 2018 and 2017, as we concluded we are the primary obligor. Such amounts were presented as revenues from tenant reimbursement of property taxes with a corresponding and offsetting property tax expense. Upon adoption of ASC 842, “Leases” (“ASC 842”) in 2019, such amounts are presented net, as the tenants pay the real estate taxes directly to the applicable taxing authority. Refer to Note 3 - Recently Issued Accounting Pronouncements for further details. Revenue from Golf Operations 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 currently comprised of a $10.3 million annual membership fee, $3.1 million of use fees and approximately $1.2 million of minimum rounds fees. 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. Revenue from the Golf Course Use Agreement is recognized in accordance with ASC 606, “Revenue From Contracts With Customers” and recognized ratably over the performance period. Additional revenues from golf course operations, food and beverage and merchandise sales are recognized at the time of sale or when the service is provided and are reported net of sales tax. Golf memberships sold to individuals are not refundable and are deferred and recognized within golf revenue in the Statements of Operations over the expected life of an active membership, which is typically one year or less. |
Income Taxes - REIT Qualification | Income Taxes-REIT Qualification We conduct our operations as a REIT for U.S. federal income tax purposes. To qualify as a REIT, we must meet certain organizational and operational requirements, including a requirement to distribute at least 90% of our annual REIT taxable income to stockholders, determined without regard to the dividends paid deduction and excluding any net capital gains. As a REIT, we generally will not be subject to federal income tax on income that we pay as distributions to our stockholders. If we fail to qualify as a REIT in any taxable year, we will be subject to U.S. federal income tax on our taxable income at regular corporate income tax rates, and distributions paid to our stockholders would not be deductible by us in computing taxable income. Additionally, any resulting corporate liability created if we fail to qualify as a REIT could be substantial and could materially and adversely affect our net income and net cash available for distribution to stockholders. Unless we were entitled to relief under certain Code provisions, we also would be disqualified from re-electing to be taxed as a REIT for the four taxable years following the year in which we failed to qualify to be taxed as a REIT. The TRS operations (represented by the four golf course businesses) are able to engage in activities resulting in income that would not be qualifying income for a REIT. As a result, certain activities of the Company which occur within its TRS operations are subject to federal and state income taxes. The provision for income taxes includes current and deferred portions. The current income tax provision differs from the amount of income tax currently payable because of temporary differences in the recognition of certain income and expense items between financial reporting and income tax reporting. We use the asset and liability method to provide for income taxes, which requires that our income tax expense reflect the expected future tax consequences of temporary differences between the carrying amounts of assets or liabilities for financial reporting versus income tax purposes. Accordingly, a deferred tax asset or liability for each temporary difference is determined based on enacted tax rates that we expect to be in effect when the underlying items of income and expense are realized and the differences reverse. We recognize any interest and penalties, as incurred, in general and administrative expenses in our Statement of Operations. |
Debt Issuance Costs | Debt Issuance Costs Debt issuance costs are deferred and amortized to interest expense over the contractual term of the underlying indebtedness. We present unamortized deferred financing costs as a direct deduction from the carrying amount of the associated debt liability. |
Transaction and Acquisition Expenses | Transaction and Acquisition Expenses Transaction and acquisition-related expenses that are not capitalizable under GAAP, including most leasing costs under ASC 842, are expensed in the period they occur. Transaction and acquisition expenses also include dead deal costs. |
Share Based Compensation | Stock-Based Compensation We account for stock-based compensation under ASC 718, Compensation - Stock Compensation (“ASC 718”), which requires us to expense the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award. This expense is recognized ratably over the requisite service period following the date of grant. For non-vested share awards that vest over a predetermined time period, we use the 10 -day volume weighted average price using the 10 trading days ending on the grant date. For non-vested share awards that vest based on market conditions, we use a Monte Carlo simulation (risk-neutral approach) to determine the value of each tranche. The unrecognized compensation relating to awards under our stock incentive plan will be amortized to general and administrative expense over the awards’ remaining vesting periods. Vesting periods for award of equity instruments range from zero to four years. |
Earnings Per Share | Earnings Per Share |
Underwriting Commissions and Offering Costs | Underwriting Commissions and Offering Costs Underwriting commissions and offering costs incurred in connection with common stock offerings are reflected as a reduction of additional paid-in capital. Costs incurred that are not directly associated with the completion of a common stock offering are expensed when incurred. |
Concentrations of Credit Risk | Concentrations of Credit Risk Caesars is the guarantor of all the lease payment obligations of the tenants under the respective leases of the properties that it leases from us, with the exception of Harrah’s Las Vegas which is guaranteed by a subsidiary of Caesars. Revenue from the Caesars Lease Agreements represented 93 % , 100% and 100% of our lease revenues for the years ended December 31, 2019 and 2018 and the period from October 6, 2017 through December 31, 2017, respectively. Additionally, our properties on the Las Vegas Strip generated approximately 33% , 36% and 28% of our lease revenues for the years ended December 31, 2019 and 2018 and the period from October 6, 2017 through December 31, 2017, respectively. We do not believe there are any other significant concentrations of credit risk. Caesars is a publicly traded company that is subject to the informational filing requirements of the Securities Exchange Act of 1934, as amended, and is required to file periodic reports on Form 10-K and Form 10-Q and current reports on Form 8-K with the SEC. Caesars’ SEC filings are available to the public from the SEC’s web site at www.sec.gov . We make no representation as to the accuracy or completeness of the information regarding Caesars that is available through the SEC’s website or otherwise made available by Caesars or any third party, and none of such information is incorporated by reference in this Annual Report on Form 10-K. |
Recently Issued Accounting Pronouncements | Accounting Pronouncements Recently Adopted ASU No. 2016-02 - Leases (Topic 842) - February 2016 (as amended through March 2019): The guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018 and is implemented using a modified retrospective approach, with the option to apply the guidance at the effective date or the beginning of the earliest comparative period. We adopted the guidance on January 1, 2019 and elected to apply the effective date method and, as such, have not re-cast prior periods to show the effects of ASC 842. Additionally, upon adoption, we elected a package of practical expedients that, among other things, allow us to not reassess prior lease classifications or initial direct costs for leases that existed before the adoption date. As such, we have not reassessed the classification of our Caesars Lease Agreements, as these leases existed prior to our adoption of ASC 842. Lessor Accounting The new guidance did not have a material impact on the accounting treatment of our triple-net tenant leases, which are the primary source of our revenues. As such, upon adoption of ASC 842, we have not recorded any adjustment to our beginning balance of retained earnings. However, as of January 1, 2019, there are certain changes to the guidance under ASC 842, which will have an impact on future operating results, as follows: • Costs that are paid directly by the lessee to a third party, such as real estate taxes and insurance, are no longer recognized in our Statement of Operations. Prior to our adoption of ASC 842, we presented on a gross basis the real estate taxes that were paid by our tenants directly to the taxing authority. Subsequent to our adoption of ASC 842, Tenant reimbursements of property taxes and Property taxes expense are presented on a net basis, as the lessee pays for such costs directly. However, consistent with our effective date adoption approach, we have not re-cast prior year financial results to conform to the current period presentation. • Initial direct costs associated with the execution of lease agreements, such as legal fees and certain transaction costs will no longer be capitalizable and instead are expensed in the period incurred. • Long-term leases entered into or modified subsequent to our adoption of ASC 842 will most likely be considered sales-type leases, as defined in ASC 842. The accounting for a sales-type lease is materially consistent with that of the current accounting for our direct financing leases. If we determine that the lease meets the definition for a sale leaseback transaction, the lease is considered a financing receivable and is accounted for in accordance with ASC 310. • Prior to our adoption of ASC 842, the residual value component of our Lease Agreements was assessed for impairment under ASC 360 while the receivable component was separately assessed for impairment under ASC 310. Upon adoption of ASC 842, both the receivable and residual value components of the direct financing and sales-type leases are assessed for impairment under ASC 310. Lessee Accounting In relation to certain operating leases for which we are the lessee, such as the ground lease on the Cascata golf course, upon adoption of ASC 842, we recorded a right of use asset and corresponding lease liability of $11.1 million , which is included in Other assets and Other liabilities on our Balance Sheets. There was no change to our lease expense as a result of the change in accounting as such expense is still being recorded on a straight-line basis. Accounting Pronouncements Not Yet Adopted ASU No. 2016-13 - Financial Instruments-Credit Losses (Topic 326) - June 2016 (as amended through May 2019) : This amended guidance changes how entities will measure credit losses for most financial assets and certain other instruments, including direct financing and sales-type leases, that are not measured at fair value through net income. The guidance replaces the current “incurred loss” model with an “expected loss” approach, which will generally result in earlier recognition of allowance for losses. As a result of the guidance, we will be required to estimate and record non-cash credit losses related to our historical, and any future investments in direct financing and sales-type leases and expand credit quality disclosures. We do not believe the new standard will materially impact any of our other financial assets or instruments that we currently have on our balance sheet. We will measure credit losses by engaging a data analytics firm to assist with estimating both the probability of default (“PD”) and loss given default (“LGD”) of our tenants and their parent guarantors over the life of each individual lease. These individual loss rates will then be applied to our net investment in direct financing and sales-type leases. The estimated losses will be discounted using the effective interest rate implicit in the lease. We currently estimate that our initial allowance for credit losses upon the adoption of the standard will be between 1% and 5% of our total net investment in direct financing and sales-type leases. We will adopt the guidance on January 1, 2020 using the modified retrospective approach method of adoption. Under this method we will record a cumulative-effect adjustment to the balance sheet and retained earnings by recording a credit allowance for all of our existing investments in direct financing and sales-type leases. Periods prior to the adoption date that are presented for comparative purposes will not be adjusted. Each time we enter into a new direct financing or sales-type lease, we will be required to estimate a credit allowance which will result in a non-cash charge to the Statement of Operations and a corresponding reduction in our net investment in the lease. Finally, each reporting period we will be required to update the estimated allowance for any estimated changes in the credit loss, with the resulting change being recorded through the Statement of Operations. ASU No. 2018-16 - Inclusion of the Secured Overnight Financing Rate (SOFR) Overnight Index Swap (OIS) Rate as a Benchmark Interest Rate for Hedge Accounting Purposes - October 2018 : This amended guidance expands the list of U.S. benchmark interest rates permitted in the application of hedge accounting by adding the OIS rate based on SOFR as an eligible benchmark interest rate and is effective for interim and annual reporting periods in fiscal years beginning after December 15, 2018. We are currently evaluating the effect of this new benchmark interest rate option, and do not believe this ASU will have a material impact on our financial statements. |
Caesars Entertainment Outdoor | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |
Property and Equipment Used in Operations | Leasehold improvements are amortized over the shorter of the term of the respective lease or their useful life using the straight-line method. Property Costs Property costs are charged to income during the period incurred and include land rent, utilities and general repairs and maintenance. Long-Lived Assets The Business has significant capital invested in long-lived assets and judgments are made in determining their estimated useful lives and salvage values and if or when an asset (or asset group) has been impaired. The accuracy of these estimates affects the amount of depreciation and amortization expense recognized in the financial results and whether a gain or loss should be recognized on the disposal of an asset. Lives assigned to the assets are based on standard policy, established by management as representative of the useful life of each category of asset. The carrying value of our long-lived assets is reviewed whenever events and circumstances indicate the carrying value of an asset may not be recoverable from the estimated future cash flows expected to result from its use and eventual disposition. The factors considered by management in performing this assessment may include current operating results, trends, prospects, as well as the effect of demand, competition, and other economic, legal, and regulatory factors. In estimating expected future cash flows for determining whether an asset is impaired, assets are grouped at the lowest level of identifiable cash flows, which in this case, is the four golf courses combined together as an asset group. These analyses are sensitive to management assumptions and the estimates of the obsolescence factors. Changes in these assumptions and estimates could have a material impact on the analyses and the Financial Statements. For the period from January 1, 2017 to October 5, 2017 and the years ended December 31, 2016 and 2015 , no impairment of long-lived assets was recorded. Additions to property and equipment are stated at cost. Costs of improvements that extend the life of the asset are capitalized. Maintenance and repair costs are expensed as incurred. Gains or losses on the dispositions of property and equipment are recognized in the period of disposal. With respect to golf course improvements (included in land improvements), only costs associated with original construction, complete replacements of items such as tee boxes and putting greens, or the addition of new trees, sand traps, fairways or putting greens are capitalized. All other related costs are expensed as incurred. For building improvements, only costs that extend the useful life of the building are capitalized. Certain land improvements include site preparations that prepare land for its intended use as a golf course. Like the land itself, these improvements are inexhaustible and therefore not depreciated. Examples include excavation, filling, grading and preparation of fairways and roughs. Depreciable land improvements are defined as improvements made to land that have determinable estimated useful lives and deteriorate with use or passage of time. These improvements were built or installed to enhance or facilitate the use of the land for a particular purpose. Depreciable land improvements associated with the golf courses include greens, bunkers, tee boxes, cart paths, fences and gates, landscaping and sprinkler systems. |
Income Taxes - REIT Qualification | Income Taxes Historically, the Outdoor Business has been included in the consolidated federal income tax return of Caesars, as well as certain state tax returns where Caesars or one of its subsidiaries files a state tax return. The provisions of ASC 740, “Income Taxes,” was applied and the provision for income taxes was computed on a separate return basis. The separate return method applies the accounting guidance for income taxes to the stand-alone combined Financial Statements as if the Business was a separate taxpayer and a stand-alone enterprise for the periods presented. As discussed in Note 7, these Financial Statements include certain allocations of income and expense amongst affiliated entities. The tax provision was calculated assuming such allocations were appropriate for income tax reporting purposes and do not include any transfer pricing adjustments with respect to such allocations. The calculation of income taxes on a separate return basis requires a considerable amount of judgment and use of both estimates and allocations. Management believes that the assumptions and estimates used to compute these tax amounts are reasonable. However, the Financial Statements may not necessarily reflect our income tax expense or tax payments in the future, or what tax amounts would have been if the Business had been a stand-alone enterprise during the periods presented. |
Advertising Expense | Advertising Expense |
Cash | Cash |
Receivables | Receivables Accounts receivable are non-interest bearing and are initially recorded at cost. They include amounts for sponsorship and other golf tournament fees, amounts due for hosted private events, and amounts due from credit card clearing activities. The allowance for doubtful accounts is established and maintained based on our best estimate of accounts receivable collectability. Management estimates collectability by specifically analyzing accounts receivable aging, known troubled accounts and other historical factors that affect collections. Accounts are written off when management deems the account to be uncollectible. Recoveries of accounts previously written off are recorded into income when received. Trade receivables are due within one year or less and approximates fair value. |
Inventory | Inventory Inventory, which consists primarily of food and beverages and merchandise held for resale, is stated at the lower of cost or market. Losses on obsolete or excess inventory are not material. |
Liabilities Subject to Compromise | Liabilities Subject to Compromise Under bankruptcy law, actions by creditors to collect amounts owed prior to the Petition Date are stayed and certain other prepetition contractual obligations may not be enforced against the companies that own the Business. Substantially all liabilities of the Debtors as of the Petition Date, except those paid under certain first day motions filed with the Bankruptcy Court, have been classified as liabilities subject to compromise in the Balance Sheets. Liabilities subject to compromise, including claims that became known after the bankruptcy petition was filed, are reported using our best estimates of the expected amount of the total allowed claim. |
Revenue Recognition, Leases | Revenue Recognition Revenues from golf course operations, food and beverage and merchandise sales are recognized at the time of sale or when the service is provided and are reported net of sales tax. Golf memberships sold are typically to individuals and are not refundable and are deferred and recognized within golf revenue in the Statements of Operations over the expected life of an active membership, which is typically one year or less. 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 $611,000 for the period January 1, 2017 to October 5, 2017 , and $620,000 and $708,000 for the years ended December 31, 2016 and 2015 , 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 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |
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. (In thousands) December 31, 2019 December 31, 2018 Cash and cash equivalents $ 1,101,893 $ 577,883 Restricted cash — 20,564 Total cash, cash equivalents and restricted cash shown in the Statement of Cash Flows $ 1,101,893 $ 598,447 |
Schedule Of Depreciation | Depreciation is calculated using the straight-line method over the shorter of the estimated useful life of the asset or the related lease as follows: Depreciable land improvements 2-50 years Building and improvements 5-25 years Furniture and equipment 2-5 years Property and equipment used in operations, included within other assets, is primarily attributable to the land, building and improvements of our golf operations and consists of the following as of December 31, 2019 and 2018 : (In thousands) December 31, 2019 December 31, 2018 Land and land improvements $ 59,346 $ 58,573 Buildings and improvements 14,805 14,572 Furniture and equipment 4,523 2,805 Total property and equipment used in operations 78,674 75,950 Less: accumulated depreciation (8,268 ) (4,437 ) Total property and equipment used in operations, net $ 70,406 $ 71,513 Year Ended December 31, Period from (In thousands) 2019 2018 Depreciation expense $ 3,831 $ 3,686 $ 751 |
Caesars Entertainment Outdoor | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |
Schedule Of Depreciation | Depreciation is calculated using the straight-line method over the shorter of the estimated useful life of the asset or the related lease, as follows: Useful Lives Land improvements 12-60 years Buildings and leasehold improvements 40 years Building improvements 5-15 years Furniture, fixtures, and equipment 2-10 years (In thousands) October 5, 2017 December 31, 2016 Land and non-depreciable land improvements $ 35,525 $ 35,525 Depreciable land improvements 40,183 40,174 Buildings and improvements 35,153 35,133 Furniture and equipment (including capital leases) 4,833 5,445 Construction in progress 1,831 — Total property and equipment 117,525 116,277 Less: accumulated depreciation (29,216 ) (27,446 ) Total property and equipment, net $ 88,309 $ 88,831 (In thousands) Period from January 1, 2017 to October 5, 2017 Year Ended December 31, 2016 Year Ended December 31, 2015 Depreciation expense (including capital lease amortization) $ 2,445 $ 3,030 $ 2,882 |
Allowance for Doubtful Accounts | Allowance for Doubtful Accounts (In thousands) 2017 2016 2015 Balance as of January 1, $ 7 $ 19 $ 1 Charges (credits) to income 12 (10 ) 31 Write-offs less recoveries (11 ) (2 ) (13 ) Balance as of October 5, 2017; December 31, 2016; and December 31, 2015, respectively $ 8 $ 7 $ 19 |
Real Estate Portfolio (Tables)
Real Estate Portfolio (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Leases [Abstract] | |
Schedule Of Direct Financing Lease | The following is a summary of the balances of our real estate portfolio as of December 31, 2019 and 2018 : (In thousands) December 31, 2019 December 31, 2018 Minimum lease payments receivable under direct financing and sales-type leases (1) $ 31,460,712 $ 27,285,943 Estimated residual values of leased property (unguaranteed) 2,525,469 2,135,312 Gross investment in direct financing and sales-type leases 33,986,181 29,421,255 Unamortized initial direct costs 42,819 22,822 Less: Unearned income (23,294,755 ) (20,528,030 ) Net investment in direct financing and sales-type leases 10,734,245 8,916,047 Investment in operating leases 1,086,658 1,086,658 Total Investments in leases, net 11,820,903 10,002,705 Land 94,711 95,789 Total Real estate portfolio $ 11,915,614 $ 10,098,494 ____________________ (1) Minimum lease payments do not include contingent rent, as discussed below, that may be received under the Lease Agreements. |
Schedule of Components of Direct Financing and Operating Leases | The following table details the components of our income from direct financing, sales-type and operating leases: Year Ended December 31, Period from October 6, 2017 to December 31, 2017 (In thousands) 2019 2018 Income from direct financing and sales-type leases $ 822,205 $ 741,564 $ 150,171 Income from operating leases 43,653 47,972 11,529 Total leasing revenue 865,858 789,536 161,700 Direct financing and sales-type lease adjustments (1) 239 (45,404 ) (8,443 ) Total contractual leasing revenue $ 866,097 $ 744,132 $ 153,257 ____________________ |
Schedule of Future Minimum Lease Payments for Operating and Capital Leases | At December 31, 2019 , minimum lease payments owed to us for each of the five succeeding years under direct financing, sales-type and operating leases are as follows: (In thousands) Minimum Lease Payments (1) 2020 $ 953,949 2021 960,374 2022 971,004 2023 985,938 2024 998,222 Thereafter 28,024,506 Total $ 32,893,993 ____________________ (1) Minimum lease payments do not include contingent rent, as discussed below, that may be received under the Lease Agreements. |
Schedule of Material Lease Provisions Of Lease Agreements | The following is a summary of the material lease provisions of the Hard Rock Cincinnati Lease Agreement: ($ In thousands) Lease Provision Term Initial term 15 years Renewal terms Four, five-year terms Current annual rent (1) $42,750 Escalator commencement Lease year two Escalator (2) Lease years 2-4 - 1.5% Lease years 5-15 - The greater of 2% or the change in consumer price index (“CPI”) unless the change in CPI is less than 0.5%, in which case there is no escalation in rent for such lease year Variable rent commencement/reset Lease year 8 Variable rent split (3) 80% Base Rent and 20% Variable Rent Variable rent percentage (3) 4% ____________________ (1)The amount represents the current annual base rent payable for the current lease year which is the period from September 20, 2019 through September 30, 2020. (2) Any amounts representing rents in excess of the CPI floors specified above are considered contingent rent in accordance with GAAP. No such rent has been recognized for the years ended December 31, 2019 and 2018 . ($ In thousands) Lease Provision Term Initial term 15 years Renewal terms Four, five-year terms Current annual rent (1) $65,880 Escalator commencement Lease year two Escalator (2) Lease years 2-3 - 1.0% Lease years 4-6 - 1.5% Lease Years 7-15 - The greater of 1.5% or the change in consumer price index (“CPI”) capped at 2.5% Net revenue to rent ratio floor 4.9x in any lease year (commencing in lease year 5) - if the coverage ratio is below the stated amount, there is no escalation in rent for such lease year Variable rent commencement/reset Lease year 8 and 11 Variable rent split (3) 80% Base Rent and 20% Variable Rent Variable rent percentage (3) 4% ____________________ (1)The amount represents the current annual base rent payable for the current lease year which is the period from January 24, 2020 through January 31, 2021. (2) Any amounts representing rents in excess of the CPI floors specified above are considered contingent rent in accordance with GAAP. (3) Variable rent is not subject to the escalator and is calculated for lease year 8 as an increase or decrease of the average of net revenues for lease years 5 through 7 compared to the average net revenue for lease years 1 through 3 and for lease year 11 as an increase or decrease of the average of net revenues for lease years 8 through 10 compared to the average net revenue for lease years 5 through 7, multiplied by the Variable rent percentage. The following is a summary of the material provisions of the Penn National Lease Agreements: ($ In thousands) Lease Provision Margaritaville Lease Agreement Greektown Lease Agreement Initial term 15 years 15 years Renewal terms Four, five-year terms Four, five-year terms Current annual rent (1) $23,544 $55,600 Escalation commencement Lease year two Lease year two Escalation 2% of Building base rent, subject to the net revenue to rent ratio floor 2% of Building base rent, subject to the EBITDAR to rent ratio floor Performance to rent ratio floor (2) 6.1x net revenue commencing lease year two 1.85x EBITDAR commencing lease year two Percentage rent (3) $3,000 (fixed for lease year one and two) $6,400 (fixed for lease year one and two) Percentage rent reset Lease year three and each and every other lease year thereafter Lease year three and each and every other lease year thereafter Percentage rent multiplier The product of (i) 4% and (ii) the excess (if any) of (a) the average annual net revenue of a trailing two-year period preceding such reset year over (b) a threshold amount (defined as 50% of LTM net revenues prior to acquisition) The product of (i) 4% and (ii) the excess (if any) of (a) the average annual net revenue of a trailing two-year period preceding such reset year over (b) a threshold amount (defined as 50% of LTM net revenues prior to acquisition) ____________________ (1) In relation to the Margaritaville Lease Agreement, the amount represents current annual base rent payable for the current lease year which is the period from February 1, 2020 through January 31, 2021. In relation to the Greektown Lease Agreement, the amount represents current annual base rent payable for the current lease year which is the period from May 23, 2019 through May 31, 2020. (2) In February 2020 the performance basis of such ratio was adjusted from a 1.9x EBITDAR ratio to a 6.1x net revenue ratio. In the event that the net revenue or EBITDAR to rent ratio coverage is below the stated floor, the escalation will be reduced to such amount to achieve the stated net revenue or EBITDAR to rent ratio coverage, provided that the amount shall never result in a decrease to the prior year’s rent. In relation to the Greektown Lease Agreement, the EBITDAR to rent ratio floor is conditioned upon obtaining a favorable private letter ruling from the Internal Revenue Service. (3) Percentage rent is subject to the percentage rent multiplier. After the percentage rent reset in lease year three, any amounts related to percentage rent are considered contingent rent in accordance with GAAP. No such rent has been recognized for the years ended December 31, 2019 and 2018 . The following is a summary of the material provisions of the Caesars Lease Agreements (which does not reflect the modifications to the Caesars Lease Agreements contemplated in connection with the closing of the Eldorado Transaction): ($ In thousands) Lease Provision (1) Non-CPLV Lease Agreement and Joliet Lease Agreement CPLV Lease Agreement HLV Lease Agreement Initial Term 15 years 15 years 15 years Renewal Terms Four, five-year terms Four, five-year terms Four, five-year terms Current annual rent (2) $508,534 $207,745 $89,157 Escalator commencement Lease year two Lease year two Lease year two Escalator (3) Lease years 2-5 - 1.5% Lease years 6-15 - Consumer price index subject to 2% floor Consumer price index subject to 2% floor Lease years 2-5 - 1% Lease years 6-15 - Consumer price index subject to 2% floor EBITDAR to Rent Ratio floor (4) 1.2x commencing lease year 8 1.7x commencing lease year 8 1.6x commencing lease year 6 Variable Rent commencement/reset Lease years 8 and 11 Lease years 8 and 11 Lease years 8 and 11 Variable Rent split (5) Lease years 8-10 - 70% Base Rent and 30% Variable Rent Lease years 11-15- 80% Base Rent and 20% Variable Rent 80% Base Rent and 20% Variable Rent 80% Base Rent and 20% Variable Rent Variable Rent percentage (5) 4% 4% 4% ____________________ (1) All capitalized terms used without definition herein have the meanings detailed in the applicable Caesars Lease Agreements. (2) In relation to the Non-CPLV Lease Agreement, Joliet Lease Agreement and CPLV Lease Agreement, the amount represents the current annual base rent payable for the current lease year which is the period from November 1, 2019 through October 31, 2020. In relation to the HLV Lease Agreement the amount represents current annual base rent payable for the current lease year which is the period from January 1, 2020 through December 31, 2020. (3) Any amounts representing rents in excess of the CPI floors specified above are considered contingent rent in accordance with GAAP. No such rent has been recognized for the years ended December 31, 2019 and 2018 . (4) In the event that the EBITDAR to Rent Ratio coverage is below the stated floor, the Escalator of the respective Caesars Lease Agreements will be reduced to such amount to achieve the stated EBITDAR to Rent Ratio coverage, provided that the amount shall never result in a decrease to the prior year’s rent. The EBITDAR to Rent Ratio floor is conditioned upon obtaining a favorable private letter ruling from the Internal Revenue Service. The coverage floors, which coverage floors serve to reduce the rent escalators under the Caesars Lease Agreements in the event that the “EBITDAR to Rent Ratio” coverage is below the stated floor, will be removed upon execution of the amendments to the Caesars Lease Agreements in connection with the closing of the Eldorado Transaction. (5) Variable Rent is not subject to the Escalator and is calculated as an increase or decrease of Net Revenues, as defined in the Caesars Lease Agreements, multiplied by the Variable Rent percentage. The following is a summary of the material lease provisions of the Century Portfolio Lease Agreement: ($ In thousands) Lease Provision Term Initial term 15 years Renewal terms Four, five-year terms Current annual rent (1) $25,000 Escalator commencement Lease year two Escalator (2) Lease years 2-3 - 1.0% Lease years 4-15 - The greater of 1.25% or the change in consumer price index (“CPI”) Net revenue to rent ratio floor 7.5x commencing lease year six - if the coverage ratio is below the stated amount the escalator will be reduced to 0.75% Variable rent commencement/reset Lease year 8 and 11 Variable rent split (3) 80% Base Rent and 20% Variable Rent Variable rent percentage (3) 4% ____________________ (1)The amount represents the current annual base rent payable for the current lease year which is the period from December 6, 2019 through December 31, 2020. (2) Any amounts representing rents in excess of the CPI floors specified above are considered contingent rent in accordance with GAAP. No such rent has been recognized for the years ended December 31, 2019 and 2018 . (3) Variable rent is not subject to the escalator and is calculated for lease year 8 as an increase or decrease of the average of net revenues for lease years 5 through 7 compared to the average net revenue for lease years 1 through 3 and for lease year 11 as an increase or decrease of the average of net revenues for lease years 8 through 10 compared to the average net revenue for lease years 5 through 7, multiplied by the Variable rent percentage. |
Schedule Of Capital Expenditure Requirements Under Lease Agreements | The following table summarizes the capital expenditure requirements of the respective tenants under the Caesars Lease Agreements (which does not reflect the modifications to the Caesars Lease Agreements contemplated in connection with the closing of the Eldorado Transaction, including the inclusion of the Harrah’s New Orleans, Harrah’s Atlantic City and Harrah’s Laughlin properties in the Non-CPLV Lease Agreement): Provision Non-CPLV Lease Agreement and Joliet Lease Agreement CPLV Lease Agreement HLV Lease Agreement Yearly minimum expenditure 1% of net revenues (1) 1% of net revenues (1) 1% of net revenues commencing in 2022 Rolling three-year minimum (2) $255 million $84 million N/A Initial minimum capital expenditure N/A N/A $171 million (2017 - 2021) ____________________ (1) The lease agreement requires a $100 million floor on annual capital expenditures for CPLV, Joliet and Non-CPLV in the aggregate. Additionally, annual building & improvement capital improvements must be equal to or greater than 1% of prior year net revenues. (2) CEOC is required to spend $350 million on capital expenditures (excluding gaming equipment) over a rolling three-year period, with $255 million allocated to Non-CPLV, $84 million allocated to CPLV and the remaining balance of $11 million to facilities covered by any Formation Lease Agreement in such proportion as CEOC may elect. Additionally, CEOC is required to expend a minimum of $495 million on capital expenditures (including gaming equipment) across certain of its affiliates and other assets, together with the $350 million requirement. The following table summarizes the capital expenditure requirements of Penn National, Hard Rock, Century Casinos and JACK Entertainment under the Penn National Lease Agreements, Hard Rock Cincinnati Lease Agreement, Century Portfolio Lease Agreement and JACK Cleveland/Thistledown Lease Agreement, respectively: Provision Penn National Lease Agreements Hard Rock Cincinnati Lease Agreement Century Portfolio Lease Agreement JACK Cleveland/Thistledown Lease Agreement Yearly minimum expenditure 1% of net revenues based on rolling four-year basis 1% of net revenues 1% of net gaming revenues (1) Initial minimum of $30 million (2) ____________________ (1) Minimum of 1% of net gaming revenue on a rolling three-year basis for each individual facility and 1% of net gaming revenues per fiscal year for the facilities collectively. (2) Initial minimum required to be spent from the period commencing April 1, 2019 through December 31, 2022. |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Property, Plant and Equipment [Line Items] | |
Schedule Of Property and Equipment Used in Operations, Net | Depreciation is calculated using the straight-line method over the shorter of the estimated useful life of the asset or the related lease as follows: Depreciable land improvements 2-50 years Building and improvements 5-25 years Furniture and equipment 2-5 years Property and equipment used in operations, included within other assets, is primarily attributable to the land, building and improvements of our golf operations and consists of the following as of December 31, 2019 and 2018 : (In thousands) December 31, 2019 December 31, 2018 Land and land improvements $ 59,346 $ 58,573 Buildings and improvements 14,805 14,572 Furniture and equipment 4,523 2,805 Total property and equipment used in operations 78,674 75,950 Less: accumulated depreciation (8,268 ) (4,437 ) Total property and equipment used in operations, net $ 70,406 $ 71,513 Year Ended December 31, Period from (In thousands) 2019 2018 Depreciation expense $ 3,831 $ 3,686 $ 751 |
Caesars Entertainment Outdoor | |
Property, Plant and Equipment [Line Items] | |
Schedule Of Property and Equipment Used in Operations, Net | Depreciation is calculated using the straight-line method over the shorter of the estimated useful life of the asset or the related lease, as follows: Useful Lives Land improvements 12-60 years Buildings and leasehold improvements 40 years Building improvements 5-15 years Furniture, fixtures, and equipment 2-10 years (In thousands) October 5, 2017 December 31, 2016 Land and non-depreciable land improvements $ 35,525 $ 35,525 Depreciable land improvements 40,183 40,174 Buildings and improvements 35,153 35,133 Furniture and equipment (including capital leases) 4,833 5,445 Construction in progress 1,831 — Total property and equipment 117,525 116,277 Less: accumulated depreciation (29,216 ) (27,446 ) Total property and equipment, net $ 88,309 $ 88,831 (In thousands) Period from January 1, 2017 to October 5, 2017 Year Ended December 31, 2016 Year Ended December 31, 2015 Depreciation expense (including capital lease amortization) $ 2,445 $ 3,030 $ 2,882 |
Other Assets and Other Liabil_2
Other Assets and Other Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Other Liabilities Disclosure [Abstract] | |
Schedule of Other Assets | The following table details the components of our other assets as of December 31, 2019 and 2018 : (In thousands) December 31, 2019 December 31, 2018 Property and equipment used in operations, net $ 70,406 $ 71,513 Receivables 60,111 — Right of use assets 26,426 — Debt financing costs 14,575 6,190 Deferred acquisition costs 11,134 7,062 Prepaid expenses 3,252 3,060 Interest receivable 1,626 886 Other 1,108 1,253 Tenant receivable for property taxes — 25,586 Total other assets $ 188,638 $ 115,550 |
Schedule Of Property and Equipment Used in Operations, Net | Depreciation is calculated using the straight-line method over the shorter of the estimated useful life of the asset or the related lease as follows: Depreciable land improvements 2-50 years Building and improvements 5-25 years Furniture and equipment 2-5 years Property and equipment used in operations, included within other assets, is primarily attributable to the land, building and improvements of our golf operations and consists of the following as of December 31, 2019 and 2018 : (In thousands) December 31, 2019 December 31, 2018 Land and land improvements $ 59,346 $ 58,573 Buildings and improvements 14,805 14,572 Furniture and equipment 4,523 2,805 Total property and equipment used in operations 78,674 75,950 Less: accumulated depreciation (8,268 ) (4,437 ) Total property and equipment used in operations, net $ 70,406 $ 71,513 Year Ended December 31, Period from (In thousands) 2019 2018 Depreciation expense $ 3,831 $ 3,686 $ 751 |
Schedule of Other Liabilities | The following table details the components of our other liabilities as of December 31, 2019 and 2018 : (In thousands) December 31, 2019 December 31, 2018 Derivative liability 65,078 22,124 Lease liabilities 26,426 — Other accrued expenses 21,023 30,951 Accrued payroll and other compensation 7,369 4,934 Deferred income taxes 3,382 3,340 Accounts payable 640 1,057 Total other liabilities $ 123,918 $ 62,406 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | The following tables detail our debt obligations as of December 31, 2019 and 2018 : ($ in thousands) December 31, 2019 Description of Debt Final Maturity Interest Rate Face Value Carrying Value (1) VICI PropCo Senior Secured Credit Facilities Revolving Credit Facility (2) 2024 L + 2.00% $ — $ — Term Loan B Facility (3) 2024 L + 2.00% 2,100,000 2,076,962 Second Lien Notes (4) 2023 8.00% 498,480 498,480 November 2019 Senior Unsecured Notes 2026 Notes (5) 2026 4.25% 1,250,000 1,231,227 2029 Notes (5) 2029 4.625% 1,000,000 984,894 Total Debt $ 4,848,480 $ 4,791,563 ($ in thousands) December 31, 2018 Description of Debt Final Maturity Interest Rate Face Value Carrying Value (1) VICI PropCo Senior Secured Credit Facilities Revolving Credit Facility (2) 2022 L + 2.00% $ — $ — Term Loan B Facility (3) 2024 L + 2.00% 2,100,000 2,073,784 Second Lien Notes (4) 2023 8.00% 498,480 498,480 CPLV Debt CPLV CMBS Debt (6) 2022 4.36% 1,550,000 1,550,000 Total Debt $ 4,148,480 $ 4,122,264 ____________________ (1) Carrying value is net of original issue discount and unamortized debt issuance costs incurred in conjunction with debt. (2) Interest on any outstanding balance is payable monthly. The Revolving Credit Facility initially bore interest at LIBOR plus 2.25% and was subject to a 0.5% commitment fee. Upon our initial public offering, on February 5, 2018, the interest rate was reduced to LIBOR plus 2.00% . On May 15, 2019, we amended our Revolving Credit Facility to, among other things, increase borrowing capacity by $600 million to a total of $1.0 billion and extend the maturity date to May 2024. After giving effect to the amendments executed on May 15, 2019, borrowings under the Revolving Credit Facility will bear interest at a rate based on a leverage based pricing grid with a range of 1.75% to 2.00% over LIBOR, or between 0.75% and 1.00% over the base rate depending on our total net debt to adjusted total assets ratio. Additionally, after giving effect to the amendments executed on May 15, 2019, the commitment fee under the Revolving Credit Facility is calculated on a leverage-based pricing grid with a range of 0.375% to 0.5% , in each case depending on our total net debt to adjusted total assets ratio. As of December 31, 2019 , the commitment fee was 0.375% . (3) Interest on any outstanding balance is payable monthly. The Term Loan B Facility 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% . In connection with the repricing of the Term Loan B Facility in January of 2020, the interest rate was decreased to LIBOR plus 1.75% . As of December 31, 2019, we had six interest rate swap agreements outstanding with third-party financial institutions having an aggregate notional amount of $2.0 billion at a blended LIBOR rate of 2.7173% . As of December 31, 2018, we had four interest rate swap agreements outstanding with third-party financial institutions having an aggregate notional amount of $1.5 billion at a LIBOR rate of 2.8297% . The interest rate swaps are designated as cash flow hedges that effectively fix the LIBOR component of the interest rate on a portion of the outstanding debt. Final maturity is December 2024 or, to the extent the Second Lien Notes remain outstanding, July 2023 (three months prior to the maturity of the Second Lien Notes). (4) Interest is payable semi-annually. Subsequent to the year end, on February 20, 2020 the Second Lien Notes were redeemed in full. (5) Interest is payable semi-annually. (6) The CPLV CMBS Debt was repaid in full on November 26, 2019 with proceeds from the November 2019 Senior Unsecured Notes. |
Contractual Obligation, Fiscal Year Maturity Schedule | The following table is a schedule of future minimum payments of our debt obligations as of December 31, 2019 : ($ in thousands) Future Minimum Payments 2020 $ — 2021 — 2022 10,000 2023 (1) 520,480 2024 2,068,000 Thereafter 2,250,000 Total minimum repayments $ 4,848,480 ____________________ (1) $498.5 million represents the Second Lien Notes which were redeemed in full on February 20, 2020. |
Derivatives (Tables)
Derivatives (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of derivatives | The following tables detail our outstanding interest rate derivatives that were designated as cash flow hedges of interest rate risk as of December 31, 2019 and 2018 : ($ in thousands) December 31, 2019 Instrument Number of Instruments Fixed Rate Notional Index Maturity Interest Rate Swaps 4 2.8297% $1,500,000 USD LIBOR April 22, 2023 Interest Rate Swaps 2 2.3802% $500,000 USD LIBOR January 22, 2021 ($ in thousands) December 31, 2018 Instrument Number of Instruments Fixed Rate Notional Index Maturity Interest Rate Swaps 4 2.8297% $1,500,000 USD LIBOR April 22, 2023 |
Debt Securities, Available-for-sale, Unrealized Loss Position, Fair Value | As of December 31, 2019 and 2018 , the interest rate swaps are in net unrealized loss positions and are recorded within Other liabilities. The following table presents the effect of our derivative financial instruments on our Statement of Operations: Year Ended December 31, Period from (In thousands) 2019 2018 Unrealized loss recorded in other comprehensive income $ (42,954 ) $ (22,124 ) $ — Interest recorded in interest expense $ 9,269 $ 6,305 $ — |
Fair Value (Tables)
Fair Value (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Fair Value Disclosures [Abstract] | |
Fair Value, Net Derivative Measured on Recurring Basis, Unobservable Input Reconciliation | The following tables summarize our assets and liabilities measured at fair value on a recurring basis as of December 31, 2019 and 2018 : December 31, 2019 (In thousands) Fair Value Carrying Amount Level 1 Level 2 Level 3 Financial assets: Short-term investments (1) $ 59,474 $ — $ 59,474 $ — Financial liabilities: Derivative instruments - interest rate swaps (2) $ 65,078 $ — $ 65,078 $ — December 31, 2018 (In thousands) Fair Value Carrying Amount Level 1 Level 2 Level 3 Financial assets: Short-term investments (1) $ 520,877 $ — $ 520,877 $ — Financial liabilities: Derivative instruments - interest rate swaps (2) $ 22,124 $ — $ 22,124 $ — ____________________ (1) The carrying value of these investment is equal to their fair value due to the short-term nature of the investments as well as their credit quality. (2) 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. |
Schedule Of Estimated Fair Value | The estimated fair values of our financial instruments at December 31, 2019 and 2018 for which fair value is only disclosed are as follows: December 31, 2019 December 31, 2018 (In thousands) Carrying Amount Fair Value Carrying Amount Fair Value Financial assets: Cash and cash equivalents $ 1,101,893 $ 1,101,893 $ 577,883 $ 577,883 Restricted cash — — 20,564 20,564 Financial liabilities: Debt (1) Revolving Credit Facility $ — $ — $ — $ — Term Loan B Facility 2,076,962 2,110,500 2,073,784 2,016,000 Second Lien Notes 498,480 538,358 498,480 535,866 CPLV CMBS Debt (2) — — 1,550,000 1,539,040 2026 Notes 1,231,227 1,287,500 — — 2029 Notes 984,894 1,045,000 — — ____________________ (1) 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. (2) The CPLV CMBS Debt was repaid in full in November 2019. |
Fair Value Measurements, Nonrecurring | The following table summarizes the significant unobservable inputs used in the non-recurring Level 3 fair value measurements: Significant Assumptions ( $ in per sq. ft. ) Asset Type Fair Value Valuation Technique Range Weighted Average Square Footage Land $ 11,600 Sales comparison $0.50 - 5.00 $ 2.90 4,002,908 The following table summarizes our assets and liabilities measured at fair value on a non-recurring basis in relation to the impairment recorded during the three months ended September 30, 2018: September 30, 2018 (In thousands) Fair Value Carrying Amount Level 1 Level 2 Level 3 Financial assets: Land (1) $ 19,019 $ — $ 7,419 $ 11,600 ____________________ (1) The fair value of the de minimis land valued based on the contract price represents a Level 2 measurement as defined in ASC 820, while the inputs for the de minimis land valued using the sales comparison approach represents Level 3 measurements as defined in ASC 820. The measurement and related estimates were made as of September 30, 2018. |
Commitments and Contingent Li_2
Commitments and Contingent Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Loss Contingencies [Line Items] | |
Contractual Obligation, Fiscal Year Maturity Schedule | The following table is a schedule of future minimum payments of our debt obligations as of December 31, 2019 : ($ in thousands) Future Minimum Payments 2020 $ — 2021 — 2022 10,000 2023 (1) 520,480 2024 2,068,000 Thereafter 2,250,000 Total minimum repayments $ 4,848,480 ____________________ (1) $498.5 million represents the Second Lien Notes which were redeemed in full on February 20, 2020. |
Lease, Cost | Total rental expense, included in golf operations and general and administrative expenses in our Statement of Operations and contractual rent expense under these agreements were as follows: Year Ended December 31, Period from (In thousands) 2019 2018 Rent expense $ 1,622 $ 1,519 $ 256 Cash paid for rent $ 1,257 $ 1,297 $ 268 |
Schedule of Future Minimum Rental Payments for Operating Leases | (In thousands) Lease Commitments 2020 $ 1,485 2021 1,862 2022 1,880 2023 1,899 2024 1,919 Thereafter 20,983 Total minimum lease commitments $ 30,028 Discounting factor 12,290 Lease liability $ 17,738 |
Caesars Entertainment Outdoor | |
Loss Contingencies [Line Items] | |
Contractual Obligation, Fiscal Year Maturity Schedule | The future commitments relating to these agreements at October 5, 2017 are as follows: (In thousands) Maintenance Agreements 2017 $ 775 2018 2,969 2019 225 Total maintenance agreement commitments $ 3,969 |
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 October 5, 2017 are as follows: (In thousands) Operating Leases 2017 $ 214 2018 873 2019 891 2020 908 2021 926 2022 and thereafter 18,911 Total minimum rental commitments $ 22,723 |
Shareholders' Equity (Tables)
Shareholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Equity [Abstract] | |
Schedule of Common Stock Shares Outstanding | The following table details the issuance of outstanding shares of common stock, including restricted common stock: Common Stock Outstanding 2019 2018 Beginning Balance January 1 404,729,616 300,278,938 Issuance of common stock in initial public offering — 69,575,000 Issuance of common stock in primary follow-on offerings (1) 50,000,000 34,500,000 Issuance of common stock under the at-the-market offering program 6,107,633 — Issuance of restricted and unrestricted common stock under the stock incentive program, net of forfeitures (2) 167,493 375,678 Ending Balance December 31 461,004,742 404,729,616 ____________________ (1) Excludes the 65,000,000 shares issued in June 2019 subject to Forward Sale Agreements to be settled by September 26, 2020 . (2) The years ended December 31, 2019 and 2018 excludes 157,512 share units and 133,491 share units, respectively, issued under the performance-based stock incentive program. |
Dividends Declared | Dividends declared (on a per share basis) during the years ended December 31, 2019 and 2018 were as follows: Year Ended December 31, 2019 Declaration Date Record Date Payment Date Period Dividend March 14, 2019 March 29, 2019 April 11, 2019 January 1, 2019 - March 31, 2019 $ 0.2875 June 13, 2019 June 28, 2019 July 12, 2019 April 1, 2019 - June 30, 2019 $ 0.2875 September 12, 2019 September 27, 2019 October 10, 2019 July 1, 2019 - September 30, 2019 $ 0.2975 December 12, 2019 December 27, 2019 January 9, 2020 October 1, 2019 - December 31, 2019 $ 0.2975 Year Ended December 31, 2018 Declaration Date Record Date Payment Date Period Dividend March 15, 2018 (1) March 29, 2018 April 13, 2018 February 5, 2018 - March 31, 2018 $ 0.16 June 14, 2018 June 28, 2018 July 13, 2018 April 1, 2018 - June 30, 2018 $ 0.2625 September 17, 2018 September 28, 2018 October 11, 2018 July 1, 2018 - September 30, 2018 $ 0.2875 December 13, 2018 December 28, 2018 January 10, 2019 October 1, 2018 - December 31, 2018 $ 0.2875 ____________________ (1) 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. |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Earnings Per Share [Abstract] | |
Schedule of Weighted Average Earnings Per Share | The following tables reconcile the weighted-average shares of common stock 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: Year Ended December 31, Period from (In thousands) 2019 2018 Determination of shares: Weighted-average shares of common stock outstanding 435,071 367,226 227,829 Assumed conversion of restricted stock 566 91 156 Assumed settlement of Forward Sale Agreements 3,516 — — Diluted weighted-average shares of common stock outstanding 439,153 367,317 227,985 Basic and Diluted Earnings Per Share Year Ended December 31, Period from (In thousands, except per share data) 2019 2018 Basic: Net income attributable to common stockholders $ 545,964 $ 523,619 $ 42,662 Weighted-average shares of common stock outstanding 435,071 367,226 227,829 Basic EPS $ 1.25 $ 1.43 $ 0.19 Diluted: Net income attributable to common stockholders $ 545,964 $ 523,619 $ 42,662 Diluted weighted-average shares of common stock outstanding 439,153 367,317 227,985 Diluted EPS $ 1.24 $ 1.43 $ 0.19 |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of Allocated Share-based Compensation Expense | The following table details the stock-based compensation expense recorded as General and administrative expense in the Statement of Operations: Year Ended December 31, Period from (In thousands) 2019 2018 Stock-based compensation expense $ 5,223 $ 2,342 $ 1,385 |
Schedule of Share-based Compensation Arrangements by Share-based Payment Award | The following table details the activity of our incentive stock, time-based restricted stock and performance-based restricted stock units: Shares Weighted Average Grant Date Fair Value Outstanding as of Formation Date — $ — Granted 174,572 15.41 Vested (50,962 ) 14.90 Forfeited — — Canceled — — Outstanding as of December 31, 2017 123,610 15.61 Granted 336,980 19.37 Vested (59,954 ) 10.18 Forfeited (2,383 ) 16.88 Canceled — — Outstanding as of December 31, 2018 398,253 19.60 Granted 338,788 22.03 Vested (121,786 ) 18.57 Forfeited (13,783 ) 20.44 Canceled — — Outstanding as of December 31, 2019 601,472 $ 21.16 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Contingency [Line Items] | |
Schedule of Components of Income Tax Expense (Benefit) | The composition of our income tax expense (benefit) was as follows: Year Ended December 31, Period from October 6, 2017 to December 31, 2017 2019 2018 (In thousands) Current Deferred Total Current Deferred Total Current Deferred Total Federal $ 1,100 $ 46 $ 1,146 $ 1,693 $ (459 ) $ 1,234 $ — $ (1,909 ) $ (1,909 ) State 563 (4 ) 559 126 81 207 11 (3 ) 8 Income tax expense (benefit) $ 1,663 $ 42 $ 1,705 $ 1,819 $ (378 ) $ 1,441 $ 11 $ (1,912 ) $ (1,901 ) |
Schedule of Deferred Tax Assets and Liabilities | At December 31, 2019 and 2018 , the net effects of temporary differences that gave rise to significant portions of the deferred tax assets and deferred tax liabilities were: (In thousands) December 31, 2019 December 31, 2018 Deferred tax assets: Federal net operating loss $ — $ — Accruals, reserves and other 96 117 Total deferred tax assets 96 117 Deferred tax liabilities: Land, buildings and equipment, net (3,478 ) (3,457 ) Total deferred tax liabilities (3,478 ) (3,457 ) Net deferred tax liability $ (3,382 ) $ (3,340 ) |
Schedule of Effective Income Tax Rate Reconciliation | The following table reconciles our effective income tax rate to the historical federal statutory rate of 21% in 2019 and 2018 and 35% in 2017: Year Ended Year Ended December 31, 2018 Period from October 6, 2017 to December 31, 2017 (Amounts in thousands) Amount Percent Amount Percent Amount Percent Federal income tax expense at statutory rate $ 116,757 21.0 % $ 112,326 21.0 % $ 15,414 35.0 % REIT income not subject to federal income tax (115,395 ) (20.8 ) (111,035 ) (20.8 ) (14,897 ) (33.8 ) Pre-tax gain attributable to taxable subsidiaries 1,362 0.3 1,291 0.2 517 1.2 State income taxes, net of federal benefits 542 0.1 187 — 5 — Non-deductible expenses and other (199 ) — (37 ) — — — Impact of Tax Reform on deferred tax liability — — — — (2,423 ) (5.5 ) Income tax expense (benefit) $ 1,705 0.3 % $ 1,441 0.2 % $ (1,901 ) (4.3 )% |
Federal Income Tax Note | For U.S. Federal income tax purposes, the portion of the dividends allocated to stockholders for the years ended December 31, 2019 and 2018 are characterized as follows: Year Ended December 31, ($ per share) 2019 2018 Ordinary dividends $ 0.8465 $ 0.9251 Section 199A dividends (1) $ 0.8159 $ 0.9251 Qualified dividend (1) $ 0.0306 $ — Non-dividend distribution $ 0.0985 $ — ____________________ (1) These amounts are a subset of, and are included in, the ordinary dividend amounts. |
Caesars Entertainment Outdoor | |
Income Tax Contingency [Line Items] | |
Schedule of Components of Income Tax Expense (Benefit) | Income Tax (Provision)/Benefit (In thousands) Period from January 1, 2017 to October 5, 2017 Year Ended December 31, 2016 Year Ended December 31, 2015 Current: Federal $ (100 ) $ (111 ) $ (98 ) State — — — Deferred 98 111 101 Income Tax Benefit $ (2 ) $ — $ 3 |
Schedule of Deferred Tax Assets and Liabilities | Temporary Differences Resulting in Deferred Tax Assets and Liabilities (In thousands) As of October 5, 2017 As of December 31, 2016 Deferred tax assets: Federal net operating loss $ 5,561 $ 5,847 State net operating loss 378 392 Federal tax credits 82 82 Other 8 9 Subtotal 6,029 6,330 Less: valuation allowance 1,930 1,930 Total deferred tax assets 4,099 4,400 Deferred tax liabilities: Depreciation and other property related items (9,006 ) (9,423 ) Accrued expenses (37 ) (20 ) Total deferred tax liabilities (9,043 ) (9,443 ) Net deferred tax liability $ (4,944 ) $ (5,043 ) |
Schedule of Unrecognized Tax Benefits Roll Forward | Reconciliation of Unrecognized Tax Benefit (In thousands) Period from January 1, 2017 to October 5, 2017 Year Ended December 31, 2016 Year Ended December 31, 2015 Balance at beginning of period $ 1,309 $ 1,309 $ 1,309 Additions based on tax positions related to the current period — — — Balance at end of period $ 1,309 $ 1,309 $ 1,309 |
Summary of Income Tax Contingencies | Income Tax Expense Reconciliation (In thousands) Period from January 1, 2017 to October 5, 2017 Year Ended December 31, 2016 Year Ended December 31, 2015 Expected federal tax at the statutory tax rate $ — $ — $ — Increases/(decreases) in tax resulting from: State taxes, net of federal tax benefit — — — Federal tax credits — — 3 Other (2 ) — — Income tax (expense)/benefit $ (2 ) $ — $ 3 |
Segment Information (Tables)
Segment Information (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
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 tables present certain information with respect to our segments: Year Ended December 31, 2019 (In thousands) Real Property Business Golf Course Business VICI Consolidated Revenues $ 865,858 $ 28,940 $ 894,798 Operating income 836,275 6,224 842,499 Interest expense (248,384 ) — (248,384 ) Loss on extinguishment of debt (58,143 ) — (58,143 ) Income before income taxes 549,503 6,483 555,986 Income tax expense 470 1,235 1,705 Net income 549,033 5,248 554,281 — Depreciation 16 3,815 3,831 Total assets $ 13,177,318 $ 88,301 $ 13,265,619 Total liabilities $ 5,199,029 $ 17,601 $ 5,216,630 Year Ended December 31, 2018 (In thousands) Real Property Business Golf Course Business VICI Consolidated Revenues (1) $ 870,776 $ 27,201 $ 897,977 Operating income 751,803 6,151 757,954 Interest expense (212,663 ) — (212,663 ) Loss on extinguishment of debt (23,040 ) — (23,040 ) Income before income taxes 527,407 6,151 533,558 Income tax expense — (1,441 ) (1,441 ) Net income 527,407 4,710 532,117 Depreciation 7 3,679 3,686 Total assets $ 11,247,637 $ 85,731 $ 11,333,368 Total liabilities $ 4,424,861 $ 7,485 $ 4,432,346 Period from October 6, 2017 to December 31, 2017 (In thousands) Real Property Business Golf Course Business VICI Consolidated Revenues (1) $ 181,258 $ 6,351 $ 187,609 Operating income 142,722 1,474 144,196 Interest expense (63,354 ) — (63,354 ) Loss on extinguishment of debt (38,488 ) — (38,488 ) Income before income taxes 41,162 1,474 42,636 Income tax expense — 1,901 1,901 Net income 41,162 3,375 44,537 Depreciation — 751 751 ____________________ (1) Upon the adoption of ASC 842 on January 1, 2019, we ceased recording tenant reimbursement of property taxes as these taxes are paid directly by our tenants to the applicable government entity. |
Quarterly Results of Operatio_2
Quarterly Results of Operations (Unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Quarterly Financial Information Disclosure [Abstract] | |
Quarterly Financial Information | The following is a summary of the unaudited quarterly results of operations for the years ended December 31, 2019 and 2018 : Quarter Ended ($ in thousands except per share data) December 31, 2019 September 30, 2019 June 30, 2019 March 31, 2019 Revenues $ 237,537 $ 222,513 $ 220,746 $ 214,002 Operating income 226,758 208,380 205,495 201,866 Net income 100,713 146,515 154,127 152,926 Net income attributable to common stockholders 98,631 144,435 152,049 150,849 Net income per common share Basic and Diluted $ 0.21 $ 0.31 $ 0.37 $ 0.37 Dividends per share $ 0.2975 $ 0.2975 $ 0.2875 $ 0.2875 Quarter Ended ($ in thousands except per share data) December 31, 2018 September 30, 2018 June 30, 2018 March 31, 2018 Revenues $ 226,039 $ 232,687 $ 220,975 $ 218,276 Operating income 195,682 184,100 189,448 188,724 Net income 144,631 132,024 141,359 114,103 Net income attributable to common stockholders 142,541 129,912 139,044 112,122 Net income per common share Basic and diluted $ 0.37 $ 0.35 $ 0.38 $ 0.33 Dividends per share $ 0.2875 $ 0.2875 $ 0.2625 $ 0.1600 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Caesars Entertainment Outdoor | |
Accrued Expenses [Line Items] | |
Schedule Of Accrued Expenses | (In thousands) October 5, 2017 December 31, 2016 Accrued utilities $ 269 $ 87 Accrued real estate taxes and other taxes 166 130 Advance deposits 102 112 Deferred revenue 49 125 Accrued legal and professional fees 41 23 Payroll and other compensation 12 228 Other accruals 8 — Total accrued expenses $ 647 $ 705 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Caesars Entertainment Outdoor | |
Related Party Transaction [Line Items] | |
Schedule of Related Party Transactions | The following amounts are recorded with respect to the related-party transactions described in this section: (In thousands) Transaction type Recorded as: Period from January 1, 2017 to October 5, 2017 Year Ended December 31, 2016 Year Ended December 31, 2015 Insurance expense Administrative and other $ 37 $ 45 $ 55 Allocation of indirect expenses from CEOC and Caesars’ affiliates (1) Administrative and other 214 330 318 Golf revenue from CEOC and Caesars’ affiliates (2) Golf revenue 5,304 5,482 4,377 Pass-through revenue with CEOC and Caesars’ affiliates (3) Golf revenue 382 871 769 Food and beverage revenue 107 83 66 Retail and other revenue 116 143 102 _____________ (1) The Statements of Operations include 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 Summary of Significant Accounting Policies - Revenue Recognition. (3) |
Business and Organization and_2
Business and Organization and Basis of Presentation (Details) | Oct. 06, 2017USD ($)segment | Dec. 31, 2017USD ($) | Dec. 31, 2019USD ($)segment | Feb. 20, 2020USD ($) | Feb. 05, 2020USD ($) | Dec. 31, 2019property | Dec. 31, 2019golf_course | Dec. 31, 2019 | Nov. 26, 2019USD ($) | May 15, 2019USD ($) | Oct. 31, 2017USD ($) | Jan. 15, 2015property |
Organization, Consolidation and Presentation of Financial Statements [Line Items] | ||||||||||||
Number of properties | property | 26 | |||||||||||
Number of reportable segments | segment | 2 | |||||||||||
Variable golf fees | $ 10,300,000 | |||||||||||
Use fees | 3,100,000 | |||||||||||
Minimum rounds fees | 1,200,000 | |||||||||||
Caesars Entertainment Outdoor | ||||||||||||
Organization, Consolidation and Presentation of Financial Statements [Line Items] | ||||||||||||
Number of properties | property | 4 | 4 | ||||||||||
Number of reportable segments | segment | 1 | |||||||||||
Variable golf fees | $ 10,000,000 | |||||||||||
Use fees | 3,000,000 | |||||||||||
Minimum rounds fees | 1,100,000 | |||||||||||
Term Loan B Facility | ||||||||||||
Organization, Consolidation and Presentation of Financial Statements [Line Items] | ||||||||||||
Debt instrument, face amount | $ 2,200,000,000 | |||||||||||
Unitranche Debt | CPLV CMBS Debt | ||||||||||||
Organization, Consolidation and Presentation of Financial Statements [Line Items] | ||||||||||||
Debt instrument, face amount | $ 1,550,000,000 | |||||||||||
Interest rate, stated percentage | 4.36% | |||||||||||
Senior Notes | Term Loan B Facility | ||||||||||||
Organization, Consolidation and Presentation of Financial Statements [Line Items] | ||||||||||||
Debt instrument, term | 7 years | |||||||||||
Senior Notes | Secured Notes Maturing in 2023 | ||||||||||||
Organization, Consolidation and Presentation of Financial Statements [Line Items] | ||||||||||||
Debt instrument, face amount | $ 498,500,000 | $ 766,900,000 | ||||||||||
Interest rate, stated percentage | 8.00% | |||||||||||
Senior Notes | Senior Notes due 2026 | ||||||||||||
Organization, Consolidation and Presentation of Financial Statements [Line Items] | ||||||||||||
Debt instrument, face amount | $ 1,250,000,000 | |||||||||||
Interest rate, stated percentage | 4.25% | |||||||||||
Senior Notes | Senior Notes due 2029 | ||||||||||||
Organization, Consolidation and Presentation of Financial Statements [Line Items] | ||||||||||||
Debt instrument, face amount | $ 1,000,000,000 | |||||||||||
Interest rate, stated percentage | 4.625% | |||||||||||
Revolving Credit Facility | ||||||||||||
Organization, Consolidation and Presentation of Financial Statements [Line Items] | ||||||||||||
Debt instrument, face amount | $ 400,000,000 | $ 1,200,000,000 | ||||||||||
Revolving Credit Facility | Term Loan B Facility | ||||||||||||
Organization, Consolidation and Presentation of Financial Statements [Line Items] | ||||||||||||
Debt instrument, face amount | $ 300,000,000 | |||||||||||
Revolving Credit Facility | CPLV CMBS Debt | ||||||||||||
Organization, Consolidation and Presentation of Financial Statements [Line Items] | ||||||||||||
Interest rate, stated percentage | 4.36% | |||||||||||
Revolving Credit Facility | Senior Notes | ||||||||||||
Organization, Consolidation and Presentation of Financial Statements [Line Items] | ||||||||||||
Debt instrument, term | 5 years | |||||||||||
Subsequent Event | Senior Notes | Senior Notes due 2025 | ||||||||||||
Organization, Consolidation and Presentation of Financial Statements [Line Items] | ||||||||||||
Debt instrument, face amount | $ 750,000,000 | $ 750,000,000 | ||||||||||
Interest rate, stated percentage | 3.50% | 3.50% | ||||||||||
Subsequent Event | Senior Notes | Senior Notes due 2027 | ||||||||||||
Organization, Consolidation and Presentation of Financial Statements [Line Items] | ||||||||||||
Debt instrument, face amount | $ 750,000,000 | $ 750,000,000 | ||||||||||
Interest rate, stated percentage | 3.75% | 3.75% | ||||||||||
Subsequent Event | Senior Notes | Senior Notes due 2030 | ||||||||||||
Organization, Consolidation and Presentation of Financial Statements [Line Items] | ||||||||||||
Debt instrument, face amount | $ 1,000,000,000 | $ 1,000,000,000 | ||||||||||
Interest rate, stated percentage | 4.125% | 4.125% | ||||||||||
Golf Course Business | ||||||||||||
Organization, Consolidation and Presentation of Financial Statements [Line Items] | ||||||||||||
Number of properties | 4 | 4 | ||||||||||
Number of reportable segments | segment | 1 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Narrative (Details) $ in Thousands | Oct. 06, 2017USD ($)segment | Dec. 31, 2017USD ($)a | Oct. 05, 2017USD ($) | Dec. 31, 2019USD ($)daysegment | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($)a | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Dec. 31, 2019property | Dec. 31, 2019golf_course | Dec. 31, 2019 | Jan. 15, 2015property |
Real Estate Properties [Line Items] | ||||||||||||
Number of reportable segments | segment | 2 | |||||||||||
Number of golf courses | property | 26 | |||||||||||
Short-term investments | $ 59,474 | $ 520,877 | ||||||||||
Proceeds from sale of land held-for-investment | 73,600 | |||||||||||
Deposit liability | $ 73,600 | 73,600 | $ 73,600 | |||||||||
Variable golf fees | 10,300 | |||||||||||
Use fees | 3,100 | |||||||||||
Minimum rounds fees | $ 1,200 | |||||||||||
Percentage of annual REIT taxable income (at least) | 90.00% | 90.00% | ||||||||||
Property and equipment, net | $ 70,406 | 71,513 | ||||||||||
Caesars Entertainment Outdoor | ||||||||||||
Real Estate Properties [Line Items] | ||||||||||||
Number of reportable segments | segment | 1 | |||||||||||
Number of golf courses | property | 4 | 4 | ||||||||||
Variable golf fees | $ 10,000 | |||||||||||
Use fees | 3,000 | |||||||||||
Minimum rounds fees | $ 1,100 | |||||||||||
Revenues | $ 14,136 | $ 18,785 | $ 18,077 | |||||||||
Variable golf fees | 4,692 | 4,862 | 3,669 | |||||||||
Advertising expense | 63 | 118 | 74 | |||||||||
Property and equipment, net | 88,309 | 88,831 | ||||||||||
Minimum | ||||||||||||
Real Estate Properties [Line Items] | ||||||||||||
Award vesting period | 0 years | |||||||||||
Maximum | ||||||||||||
Real Estate Properties [Line Items] | ||||||||||||
Award vesting period | 4 years | |||||||||||
Gold Revenue, Reimbursement | Caesars Entertainment Outdoor | ||||||||||||
Real Estate Properties [Line Items] | ||||||||||||
Revenues | $ 611 | $ 620 | $ 708 | |||||||||
Harrah’s Joliet LandCo LLC | VICI Properties, Inc, NonControlling Interest | ||||||||||||
Real Estate Properties [Line Items] | ||||||||||||
Percentage of non-controlling interests owned by parent | 20.00% | |||||||||||
Vacant, non-operating Land | ||||||||||||
Real Estate Properties [Line Items] | ||||||||||||
Land | $ 22,200 | |||||||||||
Time-Based Restricted Shares | ||||||||||||
Real Estate Properties [Line Items] | ||||||||||||
Period of volume of weighted average price | day | 10 | |||||||||||
Trading days | day | 10 | |||||||||||
Time-Based Restricted Shares | Minimum | ||||||||||||
Real Estate Properties [Line Items] | ||||||||||||
Award vesting period | 3 years | |||||||||||
Time-Based Restricted Shares | Maximum | ||||||||||||
Real Estate Properties [Line Items] | ||||||||||||
Award vesting period | 4 years | |||||||||||
Golf Course Business | ||||||||||||
Real Estate Properties [Line Items] | ||||||||||||
Number of reportable segments | segment | 1 | |||||||||||
Number of golf courses | 4 | 4 | ||||||||||
Geographic Concentration Risk | Revenue Benchmark | Property, Las Vegas Strip | ||||||||||||
Real Estate Properties [Line Items] | ||||||||||||
Concentration risk percentage | 28.00% | 33.00% | 36.00% | |||||||||
Geographic Concentration Risk | Revenue Benchmark | Caesars Entertainment Corporation | ||||||||||||
Real Estate Properties [Line Items] | ||||||||||||
Concentration risk percentage | 100.00% | 93.00% | 100.00% | |||||||||
Eastside Convention Center, LLC | ||||||||||||
Real Estate Properties [Line Items] | ||||||||||||
Area of real estate property | a | 18.4 | 18.4 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Schedule of Cash and Cash Equivalents and Restricted Cash (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Oct. 05, 2017 |
Accounting Policies [Abstract] | ||||
Cash and cash equivalents | $ 1,101,893 | $ 577,883 | ||
Restricted cash | 0 | 20,564 | ||
Total cash, cash equivalents and restricted cash shown in the Statement of Cash Flows | $ 1,101,893 | $ 598,447 | $ 197,406 | $ 55,771 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Schedule Of Depreciation (Details) | 12 Months Ended |
Dec. 31, 2019 | |
Depreciable land improvements | Minimum | |
Property, Plant and Equipment [Line Items] | |
Useful life | 2 years |
Depreciable land improvements | Maximum | |
Property, Plant and Equipment [Line Items] | |
Useful life | 50 years |
Building and improvements | Minimum | |
Property, Plant and Equipment [Line Items] | |
Useful life | 5 years |
Building and improvements | Maximum | |
Property, Plant and Equipment [Line Items] | |
Useful life | 25 years |
Furniture and equipment | Minimum | |
Property, Plant and Equipment [Line Items] | |
Useful life | 2 years |
Furniture and equipment | Maximum | |
Property, Plant and Equipment [Line Items] | |
Useful life | 5 years |
Caesars Entertainment Outdoor | Depreciable land improvements | Minimum | |
Property, Plant and Equipment [Line Items] | |
Useful life | 12 years |
Caesars Entertainment Outdoor | Depreciable land improvements | Maximum | |
Property, Plant and Equipment [Line Items] | |
Useful life | 60 years |
Caesars Entertainment Outdoor | Furniture and equipment | Minimum | |
Property, Plant and Equipment [Line Items] | |
Useful life | 2 years |
Caesars Entertainment Outdoor | Furniture and equipment | Maximum | |
Property, Plant and Equipment [Line Items] | |
Useful life | 10 years |
Caesars Entertainment Outdoor | Buildings and leasehold improvements | |
Property, Plant and Equipment [Line Items] | |
Useful life | 40 years |
Caesars Entertainment Outdoor | Building improvements | Minimum | |
Property, Plant and Equipment [Line Items] | |
Useful life | 5 years |
Caesars Entertainment Outdoor | Building improvements | Maximum | |
Property, Plant and Equipment [Line Items] | |
Useful life | 15 years |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Schedule of Allowance for Doubtful Accounts (Details) - Caesars Entertainment Outdoor - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | |
Oct. 05, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Accounts Receivable, Allowance for Credit Loss [Roll Forward] | |||
Beginning balance | $ 7 | $ 19 | $ 1 |
Charges to income | 12 | (10) | 31 |
Credits to income | (10) | ||
Write-offs less recoveries | (11) | (2) | (13) |
Ending balance | $ 8 | $ 7 | $ 19 |
Recently Issued Accounting Pr_2
Recently Issued Accounting Pronouncements - Narrative (Details) - USD ($) $ in Thousands | Jan. 01, 2020 | Dec. 31, 2019 | May 10, 2019 | Jan. 01, 2019 | Dec. 31, 2018 |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||
Right of use assets | $ 1,086,658 | $ 6,700 | $ 11,100 | $ 1,086,658 | |
Lease liability | $ 17,738 | $ 11,100 | |||
Subsequent Event | Minimum | |||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||
Direct Financing And Sales-Type Lease, Percentage Of Credit Losses | 1.00% | ||||
Subsequent Event | Maximum | |||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||
Direct Financing And Sales-Type Lease, Percentage Of Credit Losses | 5.00% |
Property Transactions - Closing
Property Transactions - Closing of Purchase of Jack Cleveland/Thirstledown (Details) $ in Millions | Jan. 24, 2020USD ($)renewalextension | Dec. 06, 2019USD ($) | May 10, 2019 |
Business Acquisition [Line Items] | |||
Initial term | 10 years | ||
JACK Cleveland and Thistledown Acquisition | Subsequent Event | |||
Business Acquisition [Line Items] | |||
Cash payment in business acquisition | $ 843.3 | ||
Rent payments | $ 65.9 | ||
Initial term | 15 years | ||
Number of renewal options | renewal | 4 | ||
Lessor, sales-type lease, renewal term | 5 years | ||
Note receivable | $ 50 | ||
Note receivable interest rate | 9.00% | ||
Note receivable term | 5 years | ||
Note receivable number of extensions | extension | 2 | ||
JACK Cleveland and Thistledown Acquisition | Affiliated Entity | Rock Ohio Ventures Loan | Subsequent Event | |||
Business Acquisition [Line Items] | |||
Extension term | 1 year | ||
Century Portfolio | |||
Business Acquisition [Line Items] | |||
Rent payments | $ 25 | ||
Initial term | 15 years | ||
Lessor, sales-type lease, renewal term | 5 years |
Property Transactions - Sale of
Property Transactions - Sale of Harrah's Reno (Details) - Harrah's Reno Asset $ in Millions | Dec. 31, 2019USD ($) |
Business Acquisition [Line Items] | |
Percentage from the sale of asset, percentage | 75.00% |
Caesars Entertainment Operating Company, Inc. | |
Business Acquisition [Line Items] | |
Percentage from the sale of asset, percentage | 25.00% |
Caesars Entertainment Operating Company, Inc. | Discontinued Operations, Disposed of by Sale | |
Business Acquisition [Line Items] | |
Disposal Group, Including Discontinued Operation, Consideration To Be Received | $ 50 |
Property Transactions - Closi_2
Property Transactions - Closing of Purchase of Century Portfolio (Details) $ in Millions | Dec. 06, 2019USD ($)renewal | May 23, 2019 | May 10, 2019 |
Business Acquisition [Line Items] | |||
Initial term | 10 years | ||
Century Portfolio | |||
Business Acquisition [Line Items] | |||
Purchase price | $ 277.8 | ||
Rent payments | $ 25 | ||
Number of renewal options | renewal | 4 | ||
Lessor, sales-type lease, renewal term | 5 years | ||
Initial term | 15 years | ||
Century Casinos | |||
Business Acquisition [Line Items] | |||
Purchase price | $ 107.2 | ||
Lessor, sales-type lease, renewal term | 5 years |
Property Transactions - Closi_3
Property Transactions - Closing of Purchase of Hard Rock Cincinnati (Details) $ in Millions | Sep. 20, 2019USD ($)renewal | May 10, 2019 |
Business Acquisition [Line Items] | ||
Initial term | 10 years | |
JACK Cincinnati Casino | ||
Business Acquisition [Line Items] | ||
Purchase price | $ 558.3 | |
Hard Rock | ||
Business Acquisition [Line Items] | ||
Purchase price | 186.5 | |
Rent payments | $ 42.8 | |
Initial term | 15 years | |
Number of renewal options | renewal | 4 | |
Lessor, sales-type lease, renewal term | 5 years |
Property Transactions - Eldorar
Property Transactions - Eldorardo Transactions (Details) | Sep. 26, 2019USD ($) | Jun. 24, 2019USD ($)gambling_facility | Feb. 20, 2020USD ($) | Nov. 30, 2019USD ($) | Feb. 28, 2019USD ($) | Dec. 31, 2017USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | May 10, 2019 |
Business Acquisition [Line Items] | |||||||||
Purchase price multiple | 13 | ||||||||
Denominator amount of property's trailing four quarters EBITDA at time of acquisition | 1.3 | ||||||||
Initial annual rent coverage | 1.3 | 10 | |||||||
Initial annual rent to be acquired | 12.5 | ||||||||
Initial term | 10 years | ||||||||
Percentage of aggregate EBITDA of all facilities under lease agreement | 5.00% | ||||||||
CPLV CMBS Debt prepayment penalty reimbursement receivable from Eldorado | $ 0 | $ 55,401,000 | $ 0 | ||||||
Master transaction agreement, reverse termination fee to be reimbursed upon termination under certain circumstances | $ 75,000,000 | ||||||||
CPLV CMBS Debt | |||||||||
Business Acquisition [Line Items] | |||||||||
Percentage of out-of-pocket costs to be reimbursed | 50.00% | ||||||||
Payment for debt extinguishment or debt prepayment cost | $ 110,800,000 | ||||||||
CPLV CMBS Debt prepayment penalty reimbursement receivable from Eldorado | 55,400,000 | ||||||||
Eldorado Senior Bridge Facility | |||||||||
Business Acquisition [Line Items] | |||||||||
Line of credit, maximum borrowing capacity | 3,200,000,000 | ||||||||
Line Of Credit Facility, Maximum Borrowing Capacity, Reduction Amount | $ 1,600,000,000 | ||||||||
First Lien Secured Bridge Facility | Eldorado Senior Bridge Facility | |||||||||
Business Acquisition [Line Items] | |||||||||
Debt instrument, term | 364 days | ||||||||
Line of credit, maximum borrowing capacity | $ 3,300,000,000 | ||||||||
Second Lien Secured Bridge Facility | Eldorado Senior Bridge Facility | |||||||||
Business Acquisition [Line Items] | |||||||||
Line of credit, maximum borrowing capacity | $ 1,500,000,000 | ||||||||
Line Of Credit Facility, Proceeds Placed In Escrow | $ 2,000,000,000 | ||||||||
INDIANA | |||||||||
Business Acquisition [Line Items] | |||||||||
Number of facilities owned | gambling_facility | 2 | ||||||||
CPLV Lease Agreement | |||||||||
Business Acquisition [Line Items] | |||||||||
Purchase price | $ 1,189,900,000 | ||||||||
Lessor, Sales Type Lease, Payments to be Received | 83,500,000 | ||||||||
Master transaction agreement, fee obligated to be paid upon not entering into lease agreement on a certain date | 45,000,000 | ||||||||
HLV Lease Agreement | |||||||||
Business Acquisition [Line Items] | |||||||||
Purchase price | 213,800,000 | ||||||||
Lessor, Sales Type Lease, Payments to be Received | $ 15,000,000 | ||||||||
CPLV, Joliet And Non-CPLV Lease Agreement | |||||||||
Business Acquisition [Line Items] | |||||||||
Initial term | 15 years | ||||||||
MTA Property Acquisitions | |||||||||
Business Acquisition [Line Items] | |||||||||
Purchase price | $ 1,823,500,000 | ||||||||
Payments to be received | $ 154,000,000 | ||||||||
Initial term | 15 years | ||||||||
Harrah’s New Orleans Purchase Agreement | |||||||||
Business Acquisition [Line Items] | |||||||||
Purchase price | $ 789,500,000 | ||||||||
Business combination, adjustment, consideration transferred | $ 14,000,000 | ||||||||
Harrah’s Atlantic City Purchase Agreement | |||||||||
Business Acquisition [Line Items] | |||||||||
Purchase price | 599,300,000 | ||||||||
Harrah’s Laughlin Purchase Agreement | |||||||||
Business Acquisition [Line Items] | |||||||||
Purchase price | $ 434,800,000 | ||||||||
Subsequent Event | Eldorado Senior Bridge Facility | |||||||||
Business Acquisition [Line Items] | |||||||||
Line of credit, maximum borrowing capacity | $ 1,200,000,000 | ||||||||
Line Of Credit Facility, Maximum Borrowing Capacity, Reduction Amount | $ 2,000,000,000 |
Property Transactions - Closi_4
Property Transactions - Closing of Purchase of Greektown (Details) $ in Millions | Nov. 19, 2019USD ($) | May 23, 2019USD ($)renewal |
Century Casinos | ||
Business Acquisition [Line Items] | ||
Lessor, sales-type lease, renewal term | 5 years | |
JACK Entertainment LLC | Greektown Acquisition | ||
Business Acquisition [Line Items] | ||
Cash payment in business acquisition | $ 700 | $ 700 |
Penn National | Greektown Acquisition | ||
Business Acquisition [Line Items] | ||
Cash payment in business acquisition | 300 | |
Penn National | Greektown Acquisition | ||
Business Acquisition [Line Items] | ||
Rent payments | $ 55.6 | |
Initial term | 15 years | |
Number of renewal options | renewal | 4 |
Property Transactions - Closi_5
Property Transactions - Closing of Purchase of Margaritaville (Details) $ in Millions | Jan. 02, 2019USD ($)renewal | May 10, 2019 | Dec. 26, 2018 |
Business Acquisition [Line Items] | |||
Initial term | 10 years | ||
Margaritaville | |||
Business Acquisition [Line Items] | |||
Purchase price | $ 261.1 | ||
Lessor, sales-type lease, renewal term | 5 years | 5 years | |
Penn National | |||
Business Acquisition [Line Items] | |||
Purchase price | $ 114.9 | ||
Rent payments | $ 23.2 | ||
Initial term | 15 years | ||
Number of renewal options | renewal | 4 |
Property Transactions - Purchas
Property Transactions - Purchase of Harrah's Philadelphia and Octavius Tower (Details) $ in Millions | Jan. 02, 2019USD ($) | Dec. 26, 2018USD ($) | Jul. 11, 2018USD ($)renewal |
Margaritaville | |||
Business Acquisition [Line Items] | |||
Purchase price | $ 261.1 | ||
Lessor, sales-type lease, renewal term | 5 years | 5 years | |
Harrah’s Philadelphia | |||
Business Acquisition [Line Items] | |||
Cash payment in business acquisition | $ 241.5 | ||
Amount of purchase price reduced to reflect net present value | 159 | ||
Purchase price | 82.5 | ||
Octavius Tower | |||
Business Acquisition [Line Items] | |||
Cash payment in business acquisition | $ 507.5 | ||
Rent payments | $ 35 | ||
Number of renewal options | renewal | 4 | ||
Non-CPLV Lease Agreement | |||
Business Acquisition [Line Items] | |||
Rent payments | $ 21 |
Property Transactions - Other A
Property Transactions - Other Agreements with Caesars (Details) $ in Millions | 1 Months Ended | |
Dec. 31, 2017USD ($)a | Dec. 31, 2019USD ($) | |
Business Acquisition [Line Items] | ||
Real estate investments reclassified to land | $ 73.6 | |
Deposit liability | $ 73.6 | $ 73.6 |
Eastside Convention Center, LLC | ||
Business Acquisition [Line Items] | ||
Area of real estate property | a | 18.4 | |
Purchase price | $ 73.6 |
Property Transactions - Option
Property Transactions - Option Properties (Details) | Jun. 24, 2019 | Dec. 31, 2019 |
Business Combinations [Abstract] | ||
Lessee, operating lease, renewal term | 5 years | |
Initial annual rent coverage | 1.3 | 10 |
Purchase price for the ratio of EBITDAR and initial property of lease rent | 1.67 |
Real Estate Portfolio - Narrati
Real Estate Portfolio - Narrative (Details) $ in Thousands | Dec. 26, 2018USD ($) | Jul. 11, 2018USD ($) | Sep. 30, 2018USD ($) | Dec. 31, 2017USD ($) | Dec. 31, 2019USD ($)casinoarrangement | Dec. 31, 2018USD ($) | Dec. 22, 2017USD ($) | Oct. 06, 2017USD ($) |
Operating Leased Assets [Line Items] | ||||||||
Number of casinos | casino | 26 | |||||||
Number of lease arrangements | arrangement | 8 | |||||||
Weighted average lease term | 33 years | |||||||
Investments in operating leases | $ 1,086,658 | $ 1,086,658 | $ 73,600 | $ 34,700 | ||||
Loss on impairment | $ 0 | 0 | 12,334 | |||||
Land | 94,711 | $ 95,789 | ||||||
Vacant, non-operating Land | ||||||||
Operating Leased Assets [Line Items] | ||||||||
Loss on impairment | $ 6,000 | |||||||
Land | 21,100 | |||||||
Non-CPLV Lease Agreement | ||||||||
Operating Leased Assets [Line Items] | ||||||||
Rent payments | $ 21,000 | |||||||
CPLV Lease Agreement | ||||||||
Operating Leased Assets [Line Items] | ||||||||
Rolling three-year minimum | 84,000 | |||||||
CPLV, Joliet And Non-CPLV Lease Agreement | ||||||||
Operating Leased Assets [Line Items] | ||||||||
Amount of floor of capital expenditures | $ 100,000 | |||||||
Percentage of prior year net revenues of annual building and capital improvements | 1.00% | |||||||
Octavius Tower | ||||||||
Operating Leased Assets [Line Items] | ||||||||
Rent payments | $ 35,000 | |||||||
Three Parcels Of Land | ||||||||
Operating Leased Assets [Line Items] | ||||||||
Loss on impairment | $ 6,300 | |||||||
CEOC | ||||||||
Operating Leased Assets [Line Items] | ||||||||
Rolling three-year minimum | $ 350,000 | |||||||
Minimum amount to be expended across certain affiliates and other assets | 495,000 | |||||||
CEOC | Non-CPLV Lease Agreement | ||||||||
Operating Leased Assets [Line Items] | ||||||||
Rolling three-year minimum | 255,000 | |||||||
CEOC | CPLV Lease Agreement | ||||||||
Operating Leased Assets [Line Items] | ||||||||
Rolling three-year minimum | 84,000 | |||||||
CEOC | CPLV, Joliet And Non-CPLV Lease Agreement | ||||||||
Operating Leased Assets [Line Items] | ||||||||
Additional capital expenditure requirement tied to the formation of lease agreement | $ 11,000 |
Real Estate Portfolio - Schedul
Real Estate Portfolio - Schedule Of Real Estate Portfolio (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 22, 2017 | Oct. 06, 2017 |
Leases [Abstract] | ||||
Minimum lease payments receivable under direct financing and sales-type leases | $ 31,460,712 | $ 27,285,943 | ||
Estimated residual values of leased property (unguaranteed) | 2,525,469 | 2,135,312 | ||
Gross investment in direct financing and sales-type leases | 33,986,181 | 29,421,255 | ||
Unamortized initial direct costs | 42,819 | 22,822 | ||
Less: Unearned income | 23,294,755 | 20,528,030 | ||
Net investment in direct financing and sales-type leases | 10,734,245 | 8,916,047 | ||
Investments in operating leases | 1,086,658 | 1,086,658 | $ 73,600 | $ 34,700 |
Total Investments in leases, net | 11,820,903 | 10,002,705 | ||
Land | 94,711 | 95,789 | ||
Total Real estate portfolio | $ 11,915,614 | $ 10,098,494 |
Real Estate Portfolio - Sched_2
Real Estate Portfolio - Schedule of Components of Direct Financing and Operating Leases (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2019 | Dec. 31, 2018 | |
Leases [Abstract] | |||
Income from direct financing and sales-type leases | $ 150,171 | $ 822,205 | $ 741,564 |
Income from operating leases | 11,529 | 43,653 | 47,972 |
Total leasing revenue | 161,700 | 865,858 | 789,536 |
Less: Direct financing lease adjustment | (8,443) | 239 | (45,404) |
Total contractual leasing revenue | $ 153,257 | $ 866,097 | $ 744,132 |
Real Estate Portfolio - Sched_3
Real Estate Portfolio - Schedule Of Future Minimum Lease Payments (Details) $ in Thousands | Dec. 31, 2019USD ($) |
Leases [Abstract] | |
2020 | $ 953,949 |
2021 | 960,374 |
2022 | 971,004 |
2023 | 985,938 |
2024 | 998,222 |
Thereafter | 28,024,506 |
Total | $ 32,893,993 |
Real Estate Portfolio - Sched_4
Real Estate Portfolio - Schedule of Lease Agreement (Details) $ in Thousands | Jan. 24, 2020USD ($) | Dec. 06, 2019USD ($)renewal | Sep. 20, 2019USD ($)renewal | May 23, 2019 | Jan. 02, 2019USD ($)renewal | Dec. 31, 2019USD ($)option |
Operating Leased Assets [Line Items] | ||||||
Variable rent commencement/reset | Lease year 8 | |||||
Non-CPLV Lease and Joliet Lease | ||||||
Operating Leased Assets [Line Items] | ||||||
Initial term | 15 years | |||||
Number of renewal options | option | 4 | |||||
Current annual rent | $ 508,534 | |||||
Escalator | 2.00% | |||||
Percentage of EBITDAR to rent ratio floor | 120.00% | |||||
Variable rent percentage | 4.00% | |||||
Lessor, sales-type lease, renewal term | 5 years | |||||
Non-CPLV Lease and Joliet Lease | Lease Years 2 Through 5 | ||||||
Operating Leased Assets [Line Items] | ||||||
Escalator | 1.50% | |||||
Non-CPLV Lease and Joliet Lease | Lease Years 6 Through 15 | ||||||
Operating Leased Assets [Line Items] | ||||||
Escalator | 2.00% | |||||
Non-CPLV Lease and Joliet Lease | Base Rent | Lease Years 8 Through 10 | ||||||
Operating Leased Assets [Line Items] | ||||||
Variable rent split | 70.00% | |||||
Non-CPLV Lease and Joliet Lease | Base Rent | Lease Years 11 Through 15 | ||||||
Operating Leased Assets [Line Items] | ||||||
Variable rent split | 80.00% | |||||
Non-CPLV Lease and Joliet Lease | Variable Rent | Lease Years 8 Through 10 | ||||||
Operating Leased Assets [Line Items] | ||||||
Variable rent split | 30.00% | |||||
Non-CPLV Lease and Joliet Lease | Variable Rent | Lease Years 11 Through 15 | ||||||
Operating Leased Assets [Line Items] | ||||||
Variable rent split | 20.00% | |||||
CPLV Lease Agreement | ||||||
Operating Leased Assets [Line Items] | ||||||
Initial term | 15 years | |||||
Number of renewal options | option | 4 | |||||
Current annual rent | $ 207,745 | |||||
Escalator | 2.00% | |||||
Percentage of EBITDAR to rent ratio floor | 170.00% | |||||
Variable rent percentage | 4.00% | |||||
Lessor, sales-type lease, renewal term | 5 years | |||||
CPLV Lease Agreement | Base Rent | ||||||
Operating Leased Assets [Line Items] | ||||||
Variable rent split | 80.00% | |||||
CPLV Lease Agreement | Variable Rent | ||||||
Operating Leased Assets [Line Items] | ||||||
Variable rent split | 20.00% | |||||
HLV Lease | ||||||
Operating Leased Assets [Line Items] | ||||||
Initial term | 15 years | |||||
Number of renewal options | option | 4 | |||||
Current annual rent | $ 89,157 | |||||
Percentage of EBITDAR to rent ratio floor | 160.00% | |||||
Variable rent percentage | 4.00% | |||||
Lessor, sales-type lease, renewal term | 5 years | |||||
HLV Lease | Lease Years 2 Through 5 | ||||||
Operating Leased Assets [Line Items] | ||||||
Escalator | 1.00% | |||||
HLV Lease | Lease Years 6 Through 15 | ||||||
Operating Leased Assets [Line Items] | ||||||
Escalator | 2.00% | |||||
HLV Lease | Base Rent | ||||||
Operating Leased Assets [Line Items] | ||||||
Variable rent split | 80.00% | |||||
HLV Lease | Variable Rent | ||||||
Operating Leased Assets [Line Items] | ||||||
Variable rent split | 20.00% | |||||
Penn National | ||||||
Operating Leased Assets [Line Items] | ||||||
Number of renewal options | renewal | 4 | |||||
Rent payments | $ 23,200 | |||||
Penn National | Magaritaville Lease | ||||||
Operating Leased Assets [Line Items] | ||||||
Initial term | 15 years | |||||
Number of renewal options | option | 4 | |||||
Renewal terms | 5 years | |||||
Escalator commencement | Lease year two | |||||
Percentage of EBITDAR to rent ratio floor | 610.00% | |||||
Amount of percentage base rent | $ 3,000 | |||||
Percentage rent multiplier | 4.00% | |||||
Period of revenue of rent multiplier | 2 years | |||||
Percentage rent multiplier, prior to acquisition | 50.00% | |||||
Penn National | Magaritaville Lease | Building | ||||||
Operating Leased Assets [Line Items] | ||||||
Rent payments | $ 23,544 | |||||
Escalator | 2.00% | |||||
Penn National | Greektown lease Agreement | ||||||
Operating Leased Assets [Line Items] | ||||||
Initial term | 15 years | |||||
Number of renewal options | option | 4 | |||||
Renewal terms | 5 years | |||||
Escalator commencement | Lease year two | |||||
Escalator | 2.00% | |||||
Percentage of EBITDAR to rent ratio floor | 185.00% | |||||
Amount of percentage base rent | $ 6,400 | |||||
Percentage rent multiplier | 4.00% | |||||
Period of revenue of rent multiplier | 2 years | |||||
Percentage rent multiplier, prior to acquisition | 50.00% | |||||
Penn National | Greektown lease Agreement | Building | ||||||
Operating Leased Assets [Line Items] | ||||||
Rent payments | $ 55,600 | |||||
Hard Rock | ||||||
Operating Leased Assets [Line Items] | ||||||
Number of renewal options | renewal | 4 | |||||
Rent payments | $ 42,800 | |||||
Lessor, sales-type lease, renewal term | 5 years | |||||
Hard Rock | Hard Rock Cincinnati Lease Agreement | ||||||
Operating Leased Assets [Line Items] | ||||||
Initial term | 15 years | |||||
Number of renewal options | 4 | |||||
Renewal terms | 5 years | |||||
Current annual rent | 42,750 | |||||
Escalator commencement | Lease year two | |||||
Variable rent percentage | 4.00% | |||||
Hard Rock | Hard Rock Cincinnati Lease Agreement | Lease Years 2 through 4 [Member] | ||||||
Operating Leased Assets [Line Items] | ||||||
Escalator | 1.50% | |||||
Hard Rock | Hard Rock Cincinnati Lease Agreement | Base Rent | ||||||
Operating Leased Assets [Line Items] | ||||||
Variable rent split | 80000000.00% | |||||
Hard Rock | Hard Rock Cincinnati Lease Agreement | Variable Rent | ||||||
Operating Leased Assets [Line Items] | ||||||
Variable rent split | 20000000.00% | |||||
Hard Rock | Hard Rock Cincinnati Lease Agreement | Maximum | Lease Years 5 Through 15 [Member] | ||||||
Operating Leased Assets [Line Items] | ||||||
Escalator | 2.00% | |||||
Hard Rock | Hard Rock Cincinnati Lease Agreement | Minimum | Lease Years 5 Through 15 [Member] | ||||||
Operating Leased Assets [Line Items] | ||||||
Escalator | 0.50% | |||||
Century Portfolio | ||||||
Operating Leased Assets [Line Items] | ||||||
Number of renewal options | renewal | 4 | |||||
Rent payments | $ 25,000 | |||||
Lessor, sales-type lease, renewal term | 5 years | |||||
Century Portfolio | Century Portfolio Lease Agreement | ||||||
Operating Leased Assets [Line Items] | ||||||
Initial term | 15 years | |||||
Number of renewal options | 4 | |||||
Renewal terms | 5 years | |||||
Current annual rent | 25,000 | |||||
Escalator commencement | Lease year two | |||||
Percentage of EBITDAR to rent ratio floor | 750.00% | |||||
Variable rent percentage | 4.00% | |||||
Century Portfolio | Century Portfolio Lease Agreement | Lease Years 4 Through 15 | ||||||
Operating Leased Assets [Line Items] | ||||||
Escalator | 1.25% | |||||
Century Portfolio | Century Portfolio Lease Agreement | Lease Years 2 through 3 | ||||||
Operating Leased Assets [Line Items] | ||||||
Escalator | 1.00% | |||||
Century Portfolio | Century Portfolio Lease Agreement | Base Rent | ||||||
Operating Leased Assets [Line Items] | ||||||
Variable rent split | 80.00% | |||||
Century Portfolio | Century Portfolio Lease Agreement | Variable Rent | ||||||
Operating Leased Assets [Line Items] | ||||||
Variable rent split | 20.00% | |||||
JACK Cleveland and Thistledown Acquisition | JACK Cleveland/Thirstledown Lease Agreement | ||||||
Operating Leased Assets [Line Items] | ||||||
Number of renewal options | 4 | |||||
Renewal terms | 5 years | |||||
Current annual rent | $ 65,880 | |||||
Percentage of EBITDAR to rent ratio floor | 490.00% | |||||
JACK Cleveland and Thistledown Acquisition | JACK Cleveland/Thirstledown Lease Agreement | Lease Years 2 through 3 | ||||||
Operating Leased Assets [Line Items] | ||||||
Escalator | 1.00% | |||||
JACK Cleveland and Thistledown Acquisition | JACK Cleveland/Thirstledown Lease Agreement | Lease Years 4 through 6 | ||||||
Operating Leased Assets [Line Items] | ||||||
Escalator | 1.50% | |||||
JACK Cleveland and Thistledown Acquisition | JACK Cleveland/Thirstledown Lease Agreement | Base Rent | ||||||
Operating Leased Assets [Line Items] | ||||||
Variable rent split | 80.00% | |||||
JACK Cleveland and Thistledown Acquisition | JACK Cleveland/Thirstledown Lease Agreement | Variable Rent | ||||||
Operating Leased Assets [Line Items] | ||||||
Variable rent split | 20.00% | |||||
JACK Cleveland and Thistledown Acquisition | JACK Cleveland/Thirstledown Lease Agreement | Maximum | Lease Years 7 through 15 | ||||||
Operating Leased Assets [Line Items] | ||||||
Escalator | 2.50% | |||||
JACK Cleveland and Thistledown Acquisition | JACK Cleveland/Thirstledown Lease Agreement | Minimum | Lease Years 7 through 15 | ||||||
Operating Leased Assets [Line Items] | ||||||
Escalator | 1.50% | |||||
Subsequent Event | JACK Cleveland and Thistledown Acquisition | ||||||
Operating Leased Assets [Line Items] | ||||||
Rent payments | $ 65,900 | |||||
Lessor, sales-type lease, renewal term | 5 years | |||||
Subsequent Event | JACK Cleveland and Thistledown Acquisition | JACK Cleveland/Thirstledown Lease Agreement | ||||||
Operating Leased Assets [Line Items] | ||||||
Initial term | 15 years | |||||
Escalator commencement | Lease year two | |||||
Variable rent percentage | 4.00% |
Real Estate Portfolio - Sched_5
Real Estate Portfolio - Schedule of Capital Expenditure Requirements (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Real Estate [Line Items] | |
Yearly minimum expenditure | 1.00% |
Non-CPLV Lease and Joliet Lease | |
Real Estate [Line Items] | |
Yearly minimum expenditure | 1.00% |
Rolling three-year minimum | $ 255 |
CPLV Lease Agreement | |
Real Estate [Line Items] | |
Yearly minimum expenditure | 1.00% |
Rolling three-year minimum | $ 84 |
HLV Lease | |
Real Estate [Line Items] | |
Yearly minimum expenditure | 1.00% |
Initial minimum capital expenditure | $ 171 |
Penn National Agreement | |
Real Estate [Line Items] | |
Yearly minimum expenditure | 1.00% |
Yearly Average | 4 years |
Hard Rock Cincinnati Lease Agreement | |
Real Estate [Line Items] | |
Yearly minimum expenditure | 1.00% |
Century Portfolio Lease Agreement | |
Real Estate [Line Items] | |
Yearly minimum expenditure | 1.00% |
Yearly Average | 3 years |
JACK Cleveland/Thirstledown Lease Agreement | |
Real Estate [Line Items] | |
Yearly minimum expenditure | 1.00% |
Initial minimum capital expenditure | $ 30 |
CEOC | |
Real Estate [Line Items] | |
Rolling three-year minimum | 350 |
CEOC | CPLV Lease Agreement | |
Real Estate [Line Items] | |
Rolling three-year minimum | $ 84 |
Property and Equipment, Net - S
Property and Equipment, Net - Schedule Of Property and Equipment, Net (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Dec. 31, 2017 | Oct. 05, 2017 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2016 | Dec. 31, 2015 | |
Property, Plant and Equipment [Line Items] | ||||||
Total property and equipment used in operations | $ 78,674 | $ 75,950 | ||||
Less: accumulated depreciation | (8,268) | (4,437) | ||||
Total property and equipment used in operations, net | 70,406 | 71,513 | ||||
Depreciation | $ 751 | 3,831 | 3,686 | |||
Buildings and improvements | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Total property and equipment used in operations | 14,805 | 14,572 | ||||
Furniture and equipment | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Total property and equipment used in operations | $ 4,523 | $ 2,805 | ||||
Caesars Entertainment Outdoor | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Total property and equipment used in operations | $ 117,525 | $ 116,277 | ||||
Less: accumulated depreciation | (29,216) | (27,446) | ||||
Total property and equipment used in operations, net | 88,309 | 88,831 | ||||
Depreciation | 2,445 | 3,030 | $ 2,882 | |||
Caesars Entertainment Outdoor | Land and non-depreciable land improvements | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Total property and equipment used in operations | 35,525 | 35,525 | ||||
Caesars Entertainment Outdoor | Depreciable land improvements | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Total property and equipment used in operations | 40,183 | 40,174 | ||||
Caesars Entertainment Outdoor | Buildings and improvements | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Total property and equipment used in operations | 35,153 | 35,133 | ||||
Caesars Entertainment Outdoor | Furniture and equipment | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Total property and equipment used in operations | 4,833 | 5,445 | ||||
Caesars Entertainment Outdoor | Construction in progress | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Total property and equipment used in operations | $ 1,831 | $ 0 |
Other Assets and Other Liabil_3
Other Assets and Other Liabilities - Schedule of Other Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Other Liabilities Disclosure [Abstract] | ||
Property and equipment used in operations, net | $ 70,406 | $ 71,513 |
Receivables | 60,111 | 0 |
Right of use assets | 26,426 | |
Debt financing costs | 14,575 | 6,190 |
Deferred acquisition costs | 11,134 | 7,062 |
Prepaid expenses | 3,252 | 3,060 |
Interest receivable | 1,626 | 886 |
Other | 1,108 | 1,253 |
Tenant receivable for property taxes | 0 | 25,586 |
Total other assets | $ 188,638 | $ 115,550 |
Other Assets and Other Liabil_4
Other Assets and Other Liabilities - Schedule of Property and Equipment Used in Operations (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2019 | Dec. 31, 2018 | |
Property, Plant and Equipment [Line Items] | |||
Total property and equipment used in operations | $ 78,674 | $ 75,950 | |
Less: accumulated depreciation | (8,268) | (4,437) | |
Total property and equipment used in operations, net | 70,406 | 71,513 | |
Depreciation | $ 751 | 3,831 | 3,686 |
Land and land improvements | |||
Property, Plant and Equipment [Line Items] | |||
Total property and equipment used in operations | 59,346 | 58,573 | |
Buildings and improvements | |||
Property, Plant and Equipment [Line Items] | |||
Total property and equipment used in operations | 14,805 | 14,572 | |
Furniture and equipment | |||
Property, Plant and Equipment [Line Items] | |||
Total property and equipment used in operations | $ 4,523 | $ 2,805 |
Other Assets and Other Liabil_5
Other Assets and Other Liabilities - Schedule of Other Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Other Liabilities Disclosure [Abstract] | ||
Derivative liability | $ 65,078 | $ 22,124 |
Lease liabilities | 26,426 | |
Other accrued expenses | 21,023 | 30,951 |
Accrued payroll and other compensation | 7,369 | 4,934 |
Deferred income taxes | 3,382 | 3,340 |
Accounts payable | 640 | 1,057 |
Total other liabilities | $ 123,918 | $ 62,406 |
Debt - Schedule Of Outstanding
Debt - Schedule Of Outstanding Indebtedness (Details) | May 15, 2019USD ($) | Feb. 05, 2018 | Dec. 31, 2017USD ($) | Dec. 31, 2019USD ($)instrument | Dec. 31, 2018USD ($)instrument | Dec. 31, 2017USD ($) | Nov. 26, 2019 | Sep. 30, 2019USD ($) | Jan. 03, 2019USD ($)instrument | Apr. 24, 2018USD ($)instrument |
Debt Instrument [Line Items] | ||||||||||
Face value | $ 4,148,480,000 | $ 4,848,480,000 | $ 4,148,480,000 | |||||||
Debt, net | $ 4,122,264,000 | $ 4,791,563,000 | $ 4,122,264,000 | $ 4,122,264,000 | ||||||
Interest Rate Swap | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Notional amount | $ 1,500,000,000 | $ 500,000,000 | $ 1,500,000,000 | |||||||
Number of interest rate swap agreements | instrument | 4 | 2 | 4 | |||||||
Fixed interest rate | 2.8297% | 2.8297% | ||||||||
Interest Rate Swap | LIBOR | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Notional amount | $ 2,000,000,000 | |||||||||
Number of interest rate swap agreements | instrument | 4 | |||||||||
Fixed interest rate | 2.7173% | 2.8297% | ||||||||
Revolving Credit Facility | Minimum | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Interest rate, stated percentage | 0.375% | |||||||||
Revolving Credit Facility | Minimum | LIBOR | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Basis spread on variable rate | 1.75% | |||||||||
Revolving Credit Facility | Maximum | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Interest rate, stated percentage | 0.50% | |||||||||
Revolving Credit Facility | Maximum | LIBOR | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Basis spread on variable rate | 2.00% | |||||||||
Revolving Credit Facility | Term Loan B Facility | LIBOR | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Commitment fee percentage | 0.50% | |||||||||
Basis spread on variable rate | 1.75% | 2.00% | 2.25% | 2.25% | 2.25% | |||||
Revolving Credit Facility | Term Loan B Facility | Minimum | LIBOR | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Basis spread on variable rate | 1.75% | |||||||||
Revolving Credit Facility | Term Loan B Facility | Maximum | LIBOR | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Basis spread on variable rate | 2.00% | |||||||||
Revolving Credit Facility | CPLV CMBS Debt | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Interest rate, stated percentage | 4.36% | |||||||||
Senior Notes | Term Loan B Facility | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Face value | $ 2,100,000,000 | $ 2,100,000,000 | $ 2,100,000,000 | |||||||
Debt, net | 2,073,784,000 | $ 2,076,962,000 | 2,073,784,000 | |||||||
Senior Notes | Term Loan B Facility | LIBOR | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Basis spread on variable rate | 2.00% | 2.25% | ||||||||
Senior Notes | Second Lien Notes | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Face value | 498,480,000 | $ 498,480,000 | 498,480,000 | |||||||
Debt, net | $ 498,480,000 | $ 498,480,000 | $ 498,480,000 | |||||||
Interest rate, stated percentage | 8.00% | 8.00% | 8.00% | |||||||
Senior Notes | Senior Notes due 2026 | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Face value | $ 1,250,000,000 | |||||||||
Debt, net | $ 1,231,227,000 | |||||||||
Interest rate, stated percentage | 4.25% | 4.25% | ||||||||
Senior Notes | Senior Notes due 2029 | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Face value | $ 1,000,000,000 | |||||||||
Debt, net | $ 984,894,000 | |||||||||
Interest rate, stated percentage | 4.625% | 4.625% | ||||||||
Senior Notes | Revolving Credit Facility | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Face value | $ 0 | $ 0 | $ 0 | |||||||
Debt, net | 0 | $ 0 | 0 | |||||||
Commitment fee percentage | 0.375% | |||||||||
Line of credit, maximum borrowing capacity | $ 600,000,000 | $ 1,000,000,000 | $ 1,000,000,000 | |||||||
Senior Notes | Revolving Credit Facility | LIBOR | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Basis spread on variable rate | 2.00% | 2.25% | ||||||||
Senior Notes | Revolving Credit Facility | Minimum | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Commitment fee percentage | 0.375% | |||||||||
Senior Notes | Revolving Credit Facility | Maximum | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Commitment fee percentage | 0.50% | |||||||||
CPLV CMBS Debt | CPLV CMBS Debt | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Face value | 1,550,000,000 | 1,550,000,000 | ||||||||
Debt, net | $ 1,550,000,000 | $ 1,550,000,000 | ||||||||
Interest rate, stated percentage | 4.36% | 4.36% |
Debt - Schedule of Future Minim
Debt - Schedule of Future Minimum Repayment (Details) - USD ($) $ in Thousands | Feb. 20, 2020 | Feb. 28, 2019 | Dec. 31, 2019 | Dec. 31, 2017 |
Debt Instrument [Line Items] | ||||
2020 | $ 0 | |||
2021 | 0 | |||
2022 | 10,000 | |||
2023 | 520,480 | |||
2024 | 2,068,000 | |||
Thereafter | 2,250,000 | |||
Total minimum repayments | 4,848,480 | $ 4,148,480 | ||
Second Lien Notes | Senior Notes | ||||
Debt Instrument [Line Items] | ||||
Total minimum repayments | $ 498,480 | $ 498,480 | ||
Repayments of debt | $ 537,500 | |||
Subsequent Event | Second Lien Notes | ||||
Debt Instrument [Line Items] | ||||
Repayments of debt | $ 537,500 | |||
Subsequent Event | Second Lien Notes | Senior Notes | ||||
Debt Instrument [Line Items] | ||||
Repayments of debt | $ 498,500 |
Debt - Senior Unsecured Debt (D
Debt - Senior Unsecured Debt (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |||
Nov. 30, 2019 | Dec. 31, 2019 | Nov. 26, 2019 | Dec. 31, 2017 | Oct. 06, 2017 | |
CPLV CMBS Debt | |||||
Debt Instrument [Line Items] | |||||
Payment for debt extinguishment or debt prepayment cost | $ 110,800,000 | ||||
Senior Notes | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, percentage redeemed with cash proceeds | 40.00% | ||||
Percentage of principal amount redeemed (up to) | 60.00% | ||||
Percentage of cash dividends of real estate taxable income to be distributed | 100.00% | ||||
Cumulative adjusted funds from operations rate | 95.00% | ||||
Senior Notes | Senior Notes due 2026 | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, face amount | $ 1,250,000,000 | ||||
Interest rate, stated percentage | 4.25% | 4.25% | |||
Redemption price, percentage (equal to) | 100.00% | ||||
Debt instrument, redemption price, percentage redeemed with cash proceeds | 104.25% | ||||
Senior Notes | Senior Notes due 2026 | Debt Instrument, Redemption, Period One | |||||
Debt Instrument [Line Items] | |||||
Redemption price, percentage (equal to) | 102.125% | ||||
Senior Notes | Senior Notes due 2026 | Debt Instrument, Redemption, Period Two | |||||
Debt Instrument [Line Items] | |||||
Redemption price, percentage (equal to) | 101.063% | ||||
Senior Notes | Senior Notes due 2026 | Debt Instrument, Redemption, Period Three | |||||
Debt Instrument [Line Items] | |||||
Redemption price, percentage (equal to) | 100.00% | ||||
Senior Notes | Senior Notes due 2029 | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, face amount | $ 1,000,000,000 | ||||
Interest rate, stated percentage | 4.625% | 4.625% | |||
Debt instrument, redemption price, percentage redeemed with cash proceeds | 104.625% | ||||
Senior Notes | Senior Notes due 2029 | Debt Instrument, Redemption, Period One | |||||
Debt Instrument [Line Items] | |||||
Redemption price, percentage (equal to) | 100.00% | ||||
Senior Notes | Senior Notes due 2029 | Debt Instrument, Redemption, Period Two | |||||
Debt Instrument [Line Items] | |||||
Redemption price, percentage (equal to) | 102.313% | ||||
Senior Notes | Senior Notes due 2029 | Debt Instrument, Redemption, Period Three | |||||
Debt Instrument [Line Items] | |||||
Redemption price, percentage (equal to) | 101.541% | ||||
Senior Notes | Senior Notes due 2029 | Debt Instrument, Redemption, Period Four | |||||
Debt Instrument [Line Items] | |||||
Redemption price, percentage (equal to) | 100.771% | ||||
Senior Notes | Senior Notes due 2029 | Debt Instrument, Redemption, Period Five | |||||
Debt Instrument [Line Items] | |||||
Redemption price, percentage (equal to) | 100.00% | ||||
Unitranche Debt | CPLV CMBS Debt | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, face amount | $ 1,550,000,000 | ||||
Interest rate, stated percentage | 4.36% | ||||
Payment for debt extinguishment or debt prepayment cost | $ 55,400,000 |
Debt - February 2020 Senior Uns
Debt - February 2020 Senior Unsecured and Redemption and Repayment of the Second Lien Notes (Details) - USD ($) | Feb. 20, 2020 | Feb. 28, 2019 | Feb. 05, 2020 | Dec. 31, 2019 | Dec. 31, 2017 |
Senior Notes | Second Lien Notes | |||||
Debt Instrument [Line Items] | |||||
Interest rate, stated percentage | 8.00% | 8.00% | |||
Repayments of debt | $ 537,500,000 | ||||
Subsequent Event | |||||
Debt Instrument [Line Items] | |||||
Escrow deposit | $ 2,000,000,000 | ||||
Subsequent Event | Senior Notes | Senior Notes due 2025 | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, face amount | $ 750,000,000 | $ 750,000,000 | |||
Interest rate, stated percentage | 3.50% | 3.50% | |||
Subsequent Event | Senior Notes | Senior Notes due 2027 | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, face amount | $ 750,000,000 | $ 750,000,000 | |||
Interest rate, stated percentage | 3.75% | 3.75% | |||
Subsequent Event | Senior Notes | Second Lien Notes | |||||
Debt Instrument [Line Items] | |||||
Repayments of debt | $ 498,500,000 | ||||
Subsequent Event | Senior Notes | Second Lien Notes And Second Lien Notes Applicable Premium | |||||
Debt Instrument [Line Items] | |||||
Repayments of debt | 537,500,000 | ||||
Subsequent Event | Senior Notes | Senior Notes due 2030 | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, face amount | $ 1,000,000,000 | $ 1,000,000,000 | |||
Interest rate, stated percentage | 4.125% | 4.125% |
Debt - Senior Secured Credit Fa
Debt - Senior Secured Credit Facilities (Details) - USD ($) | Feb. 20, 2020 | Nov. 19, 2019 | May 15, 2019 | Feb. 05, 2018 | Jan. 31, 2020 | Feb. 28, 2019 | Feb. 28, 2018 | Dec. 31, 2017 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Oct. 31, 2017 |
Debt Instrument [Line Items] | |||||||||||||||
Debt to adjusted asset ratio | 0.65 | ||||||||||||||
Permitted acquisitions consummated | 0.70 | ||||||||||||||
EBITDA to interest charges | 2 | ||||||||||||||
Restricted net assets | $ 7,900,000,000 | ||||||||||||||
Proceeds from follow-on offering of common stock | $ 694,200,000 | $ 1,300,000,000 | |||||||||||||
Loss on extinguishment of debt | $ 38,488,000 | $ 58,143,000 | $ 23,040,000 | ||||||||||||
Term Loan B Facility | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Debt instrument, face amount | $ 2,200,000,000 | $ 2,200,000,000 | $ 2,200,000,000 | ||||||||||||
Senior Notes | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Percentage of cash dividends of adjusted total assets to be distributed | 0.60% | ||||||||||||||
Amount of cash dividends of adjusted total assets to be distributed | $ 30,000,000 | ||||||||||||||
Percentage of cash dividends of real estate taxable income to be distributed | 100.00% | ||||||||||||||
Amount of cash dividends of funds from operations to be distributed | $ 30,000,000 | ||||||||||||||
Cumulative adjusted funds from operations rate | 95.00% | ||||||||||||||
Percentage of principal amount redeemed (up to) | 60.00% | ||||||||||||||
Senior Notes | Term Loan B Facility | LIBOR | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Basis spread on variable rate | 2.00% | 2.25% | |||||||||||||
Senior Notes | Second Lien Notes | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Interest rate, stated percentage | 8.00% | 8.00% | 8.00% | 8.00% | |||||||||||
Repayments of debt | $ 537,500,000 | ||||||||||||||
Redemption price, percentage (equal to) | 100.00% | 108.00% | 108.00% | ||||||||||||
Loss on extinguishment of debt | $ 39,000,000 | ||||||||||||||
Senior Notes | Second Lien Notes | Debt Instrument, Redemption, Period Two | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Debt instrument, applicable premium percentage | 104.00% | ||||||||||||||
Redemption price, percentage (equal to) | 100.00% | ||||||||||||||
Senior Notes | Second Lien Notes | Debt Instrument, Redemption, Period One | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Debt instrument, applicable premium percentage | 100.00% | ||||||||||||||
Redemption price, percentage (equal to) | 104.00% | ||||||||||||||
Senior Notes | Secured Notes Maturing in 2023 | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Debt instrument, face amount | $ 498,500,000 | $ 766,900,000 | |||||||||||||
Interest rate, stated percentage | 8.00% | ||||||||||||||
Percentage of principal amount redeemed (up to) | 35.00% | 35.00% | |||||||||||||
Loss on extinguishment of debt | $ 23,000,000 | ||||||||||||||
Amount redeemed | $ 268,400,000 | ||||||||||||||
Revolving Credit Facility | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Debt instrument, face amount | $ 1,200,000,000 | $ 400,000,000 | $ 400,000,000 | $ 400,000,000 | |||||||||||
Debt to adjusted asset ratio | 0.75 | ||||||||||||||
Percentage of utilization of credit facility | 30.00% | ||||||||||||||
Revolving Credit Facility | Minimum | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Interest rate, stated percentage | 0.375% | ||||||||||||||
Revolving Credit Facility | Maximum | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Interest rate, stated percentage | 0.50% | ||||||||||||||
Revolving Credit Facility | LIBOR | Minimum | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Basis spread on variable rate | 1.75% | ||||||||||||||
Revolving Credit Facility | LIBOR | Maximum | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Basis spread on variable rate | 2.00% | ||||||||||||||
Revolving Credit Facility | Base Rate | Minimum | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Basis spread on variable rate | 0.75% | ||||||||||||||
Revolving Credit Facility | Base Rate | Maximum | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Basis spread on variable rate | 1.00% | ||||||||||||||
Revolving Credit Facility | Term Loan B Facility | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Debt instrument, face amount | $ 300,000,000 | $ 300,000,000 | $ 300,000,000 | ||||||||||||
Proceeds from follow-on offering of common stock | 1,300,000,000 | ||||||||||||||
Repayments of debt | $ 100,000,000 | ||||||||||||||
Percentage of amortization of principal amount per annum | 1.00% | ||||||||||||||
Revolving Credit Facility | Term Loan B Facility | LIBOR | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Basis spread on variable rate | 1.75% | 2.00% | 2.25% | 2.25% | 2.25% | ||||||||||
Revolving Credit Facility | Term Loan B Facility | LIBOR | Minimum | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Basis spread on variable rate | 1.75% | ||||||||||||||
Revolving Credit Facility | Term Loan B Facility | LIBOR | Maximum | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Basis spread on variable rate | 2.00% | ||||||||||||||
Revolving Credit Facility | Term Loan B Facility | Base Rate | Minimum | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Basis spread on variable rate | 0.75% | ||||||||||||||
Revolving Credit Facility | Term Loan B Facility | Base Rate | Maximum | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Basis spread on variable rate | 1.00% | ||||||||||||||
Revolving Credit Facility | Amended And Rested Credit Agreement | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Percentage of funds from operations | 95.00% | ||||||||||||||
Percentage of cash dividends of adjusted total assets to be distributed | 0.60% | ||||||||||||||
Amount of cash dividends of adjusted total assets to be distributed | $ 30,000,000 | ||||||||||||||
Revolving Credit Facility | Senior Notes | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Line of credit, maximum borrowing capacity | $ 600,000,000 | $ 1,000,000,000 | $ 1,000,000,000 | ||||||||||||
Revolving Credit Facility | Senior Notes | LIBOR | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Basis spread on variable rate | 2.00% | 2.25% | |||||||||||||
Subsequent Event | Senior Notes | Second Lien Notes | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Repayments of debt | $ 498,500,000 | ||||||||||||||
Redemption price, percentage (equal to) | 100.00% | ||||||||||||||
Subsequent Event | Revolving Credit Facility | Term Loan B Facility | LIBOR | Minimum | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Basis spread on variable rate | 1.75% | ||||||||||||||
Subsequent Event | Revolving Credit Facility | Term Loan B Facility | LIBOR | Maximum | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Basis spread on variable rate | 2.00% |
Debt - Second Lien Notes (Detai
Debt - Second Lien Notes (Details) - USD ($) | Nov. 19, 2019 | Sep. 26, 2019 | Feb. 05, 2018 | Feb. 28, 2019 | Feb. 28, 2018 | Sep. 30, 2019 | Dec. 31, 2019 | May 15, 2019 | Dec. 31, 2017 | Oct. 31, 2017 |
Debt Instrument [Line Items] | ||||||||||
Proceeds from follow-on offering of common stock | $ 694,200,000 | $ 1,300,000,000 | ||||||||
Term Loan B Facility | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt instrument, face amount | $ 2,200,000,000 | |||||||||
Senior Notes | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Percentage of cash dividends of real estate taxable income to be distributed | 100.00% | |||||||||
Amount of cash dividends of funds from operations to be distributed | $ 30,000,000 | |||||||||
Cumulative adjusted funds from operations rate | 95.00% | |||||||||
Percentage of cash dividends of adjusted total assets to be distributed | 0.60% | |||||||||
Percentage of principal amount redeemed (up to) | 60.00% | |||||||||
Senior Notes | Second Lien Notes | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Redemption price, percentage (equal to) | 100.00% | 108.00% | 108.00% | |||||||
Repayments of debt | $ 537,500,000 | |||||||||
Senior Notes | Second Lien Notes | Debt Instrument, Redemption, Period One | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt instrument, applicable premium percentage | 100.00% | |||||||||
Redemption price, percentage (equal to) | 104.00% | |||||||||
Senior Notes | Second Lien Notes | Debt Instrument, Redemption, Period Two | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt instrument, applicable premium percentage | 104.00% | |||||||||
Redemption price, percentage (equal to) | 100.00% | |||||||||
Senior Notes | Second Lien Notes | US Treasury (UST) Interest Rate | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Basis spread on variable rate | 50.00% | |||||||||
Senior Notes | Secured Notes Maturing in 2023 | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt instrument, face amount | $ 498,500,000 | $ 766,900,000 | ||||||||
Percentage of principal amount redeemed (up to) | 35.00% | 35.00% | ||||||||
Senior Notes | Secured Notes Maturing in 2023 | US Treasury (UST) Interest Rate | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Basis spread on variable rate | 275.00% | |||||||||
Revolving Credit Facility | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt instrument, face amount | $ 1,200,000,000 | 400,000,000 | ||||||||
Revolving Credit Facility | Term Loan B Facility | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Proceeds from follow-on offering of common stock | $ 1,300,000,000 | |||||||||
Debt instrument, face amount | $ 300,000,000 | |||||||||
Percentage of amortization of principal amount per annum | 1.00% | |||||||||
Repayments of debt | $ 100,000,000 |
Debt - Bridge Facilities (Detai
Debt - Bridge Facilities (Details) - USD ($) | Sep. 26, 2019 | Jun. 24, 2019 | Nov. 30, 2019 | Dec. 31, 2017 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 |
Debt Instrument [Line Items] | |||||||
Interest expense | $ 63,354,000 | $ 248,384,000 | $ 212,663,000 | ||||
Eldorado Senior Bridge Facility | |||||||
Debt Instrument [Line Items] | |||||||
Line of credit, maximum borrowing capacity | $ 3,200,000,000 | ||||||
Line of Credit Facility, Structuring Fee, Percentage | 0.10% | ||||||
Interest expense | $ 26,000,000 | ||||||
Line of credit, commitment fee amount | $ 1,600,000,000 | ||||||
Eldorado Senior Bridge Facility | Debt Instrument, Redemption, Period One | |||||||
Debt Instrument [Line Items] | |||||||
Commitment fee percentage | 0.25% | ||||||
Eldorado Senior Bridge Facility | Debt Instrument, Redemption, Period Two | |||||||
Debt Instrument [Line Items] | |||||||
Commitment fee percentage | 0.50% | ||||||
Eldorado Senior Bridge Facility | Debt Instrument, Redemption, Period Three | |||||||
Debt Instrument [Line Items] | |||||||
Commitment fee percentage | 0.75% | ||||||
Eldorado Senior Bridge Facility | Debt Instrument, Redemption, Period Four | |||||||
Debt Instrument [Line Items] | |||||||
Commitment fee percentage | 1.00% | ||||||
Eldorado Senior Bridge Facility | LIBOR | Minimum | |||||||
Debt Instrument [Line Items] | |||||||
Basis spread on variable rate | 200.00% | ||||||
Eldorado Senior Bridge Facility | LIBOR | Maximum | |||||||
Debt Instrument [Line Items] | |||||||
Basis spread on variable rate | 375.00% | ||||||
Eldorado Senior Bridge Facility | Base Rate | Minimum | |||||||
Debt Instrument [Line Items] | |||||||
Basis spread on variable rate | 100.00% | ||||||
Eldorado Senior Bridge Facility | Base Rate | Maximum | |||||||
Debt Instrument [Line Items] | |||||||
Basis spread on variable rate | 175.00% | ||||||
Eldorado Junior Bridge Facility [Member] | LIBOR | Minimum | |||||||
Debt Instrument [Line Items] | |||||||
Basis spread on variable rate | 300.00% | ||||||
Eldorado Junior Bridge Facility [Member] | Base Rate | Minimum | |||||||
Debt Instrument [Line Items] | |||||||
Basis spread on variable rate | 200.00% | ||||||
Eldorado Junior Bridge Facility [Member] | Base Rate | Maximum | |||||||
Debt Instrument [Line Items] | |||||||
Basis spread on variable rate | 275.00% | ||||||
Senior Notes | Secured Notes Maturing in 2023 | US Treasury (UST) Interest Rate | |||||||
Debt Instrument [Line Items] | |||||||
Basis spread on variable rate | 275.00% | ||||||
First Lien Secured Bridge Facility | Eldorado Senior Bridge Facility | |||||||
Debt Instrument [Line Items] | |||||||
Line of credit, maximum borrowing capacity | $ 3,300,000,000 | ||||||
Second Lien Secured Bridge Facility | Eldorado Senior Bridge Facility | |||||||
Debt Instrument [Line Items] | |||||||
Line of credit, maximum borrowing capacity | $ 1,500,000,000 |
Debt - CPLV CMBS Debt (Details)
Debt - CPLV CMBS Debt (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2019 | Dec. 31, 2018 | |
Debt Instrument [Line Items] | |||
Loss from extinguishment of debt | $ 38,488 | $ 58,143 | $ 23,040 |
Revolving Credit Facility | CPLV CMBS Debt | |||
Debt Instrument [Line Items] | |||
Interest rate, stated percentage | 4.36% | ||
Loss from extinguishment of debt | $ 58,100 |
Derivatives - Narrative (Detail
Derivatives - Narrative (Details) $ in Thousands | Dec. 31, 2019USD ($)instrument | Jan. 03, 2019USD ($)instrument | Dec. 31, 2018USD ($) | Apr. 24, 2018USD ($)instrument |
Interest Rate Swap | ||||
Derivative [Line Items] | ||||
Number of instruments | instrument | 4 | 2 | 4 | |
Notional amount | $ 500,000 | $ 1,500,000 | $ 1,500,000 | |
Fixed interest rate | 2.8297% | 2.8297% | ||
Interest Rate Swap Maturing January 22, 2021 | ||||
Derivative [Line Items] | ||||
Number of instruments | instrument | 2 | |||
Notional amount | $ 500,000 | |||
Fixed interest rate | 2.3802% | 2.3802% | ||
Senior Notes | Term Loan B Facility | ||||
Derivative [Line Items] | ||||
Debt, net | $ 100,000 |
Derivatives - Schedule of Deriv
Derivatives - Schedule of Derivatives (Details) $ in Thousands | Dec. 31, 2019USD ($)instrument | Jan. 03, 2019USD ($)instrument | Dec. 31, 2018USD ($) | Apr. 24, 2018USD ($)instrument |
Interest Rate Swap Maturing April 22, 2023 | ||||
Derivative [Line Items] | ||||
Number of instruments | instrument | 4 | |||
Fixed Rate | 2.8297% | |||
Notional amount | $ | $ 1,500,000 | |||
Interest Rate Swap Maturing January 22, 2021 | ||||
Derivative [Line Items] | ||||
Number of instruments | instrument | 2 | |||
Fixed Rate | 2.3802% | 2.3802% | ||
Notional amount | $ | $ 500,000 | |||
Interest Rate Swap | ||||
Derivative [Line Items] | ||||
Number of instruments | instrument | 4 | 2 | 4 | |
Fixed Rate | 2.8297% | 2.8297% | ||
Notional amount | $ | $ 500,000 | $ 1,500,000 | $ 1,500,000 |
Derivatives - Schedule of Der_2
Derivatives - Schedule of Derivatives of Income Statement (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2019 | Dec. 31, 2018 | |
Derivative [Line Items] | |||
Unrealized loss recorded in other comprehensive income | $ 0 | $ (42,954) | $ (22,124) |
Interest recorded in interest expense | 63,354 | 248,384 | 212,663 |
Interest Rate Swap | |||
Derivative [Line Items] | |||
Interest recorded in interest expense | $ 0 | $ 9,269 | $ 6,305 |
Fair Value - Recurring Basis (D
Fair Value - Recurring Basis (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Financial assets: | ||
Short-term investments | $ 59,474 | $ 520,877 |
Financial liabilities: | ||
Derivative instruments - interest rate swaps | 65,078 | 22,124 |
Fair Value, Recurring | Carrying Amount | ||
Financial assets: | ||
Short-term investments | 59,474 | 520,877 |
Fair Value, Recurring | Carrying Amount | Interest Rate Swap | ||
Financial liabilities: | ||
Derivative instruments - interest rate swaps | 65,078 | 22,124 |
Fair Value, Recurring | Level 1 | Fair Value | ||
Financial assets: | ||
Short-term investments | 0 | 0 |
Fair Value, Recurring | Level 1 | Fair Value | Interest Rate Swap | ||
Financial liabilities: | ||
Derivative instruments - interest rate swaps | 0 | 0 |
Fair Value, Recurring | Level 2 | Fair Value | ||
Financial assets: | ||
Short-term investments | 59,474 | 520,877 |
Fair Value, Recurring | Level 2 | Fair Value | Interest Rate Swap | ||
Financial liabilities: | ||
Derivative instruments - interest rate swaps | 65,078 | 22,124 |
Fair Value, Recurring | Level 3 | Fair Value | ||
Financial assets: | ||
Short-term investments | 0 | 0 |
Fair Value, Recurring | Level 3 | Fair Value | Interest Rate Swap | ||
Financial liabilities: | ||
Derivative instruments - interest rate swaps | $ 0 | $ 0 |
Fair Value - Schedule of Estima
Fair Value - Schedule of Estimated Fair Values (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Carrying Amount | ||
Financial assets: | ||
Cash and cash equivalents | $ 1,101,893 | $ 577,883 |
Restricted cash | 0 | 20,564 |
Carrying Amount | Revolving Credit Facility | ||
Financial liabilities: | ||
Debt | 0 | 0 |
Carrying Amount | Term Loan B Facility | ||
Financial liabilities: | ||
Debt | 2,076,962 | 2,073,784 |
Carrying Amount | Second Lien Notes | ||
Financial liabilities: | ||
Debt | 498,480 | 498,480 |
Carrying Amount | CPLV CMBS Debt | ||
Financial liabilities: | ||
Debt | 0 | 1,550,000 |
Carrying Amount | Senior Notes due 2026 | ||
Financial liabilities: | ||
Debt | 1,231,227 | 0 |
Carrying Amount | Senior Notes due 2029 | ||
Financial liabilities: | ||
Debt | 984,894 | 0 |
Fair Value | ||
Financial assets: | ||
Cash and cash equivalents | 1,101,893 | 577,883 |
Restricted cash | 0 | 20,564 |
Fair Value | Revolving Credit Facility | ||
Financial liabilities: | ||
Debt | 0 | 0 |
Fair Value | Term Loan B Facility | ||
Financial liabilities: | ||
Debt | 2,110,500 | 2,016,000 |
Fair Value | Second Lien Notes | ||
Financial liabilities: | ||
Debt | 538,358 | 535,866 |
Fair Value | CPLV CMBS Debt | ||
Financial liabilities: | ||
Debt | 0 | 1,539,040 |
Fair Value | Senior Notes due 2026 | ||
Financial liabilities: | ||
Debt | 1,287,500 | 0 |
Fair Value | Senior Notes due 2029 | ||
Financial liabilities: | ||
Debt | $ 1,045,000 | $ 0 |
Fair Value - Fair Value Measure
Fair Value - Fair Value Measurements on Nonrecurring (Details) - Land $ in Thousands | Sep. 30, 2018USD ($) |
Land and land improvements | Carrying Amount | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |
Property, plant, and equipment, fair value disclosure | $ 19,019 |
Level 1 | Fair Value | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |
Property, plant, and equipment, fair value disclosure | 0 |
Level 2 | Fair Value | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |
Property, plant, and equipment, fair value disclosure | 7,419 |
Level 3 | Fair Value | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |
Property, plant, and equipment, fair value disclosure | 11,600 |
Level 3 | Land and land improvements | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |
Property, plant, and equipment, fair value disclosure | $ 11,600 |
Fair Value Fair Value of Assets
Fair Value Fair Value of Assets and Liabilities Measured on Nonrecurring Basis (Details) | Sep. 30, 2018USD ($)ft² |
Minimum | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |
Weighted average amount per square foot of land | 0.50 |
Maximum | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |
Weighted average amount per square foot of land | 5 |
Level 3 | Land | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |
Area of land | ft² | 4,002,908 |
Level 3 | Land and land improvements | Land | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |
Property, plant, and equipment, fair value disclosure | $ 11,600,000 |
Measurement Input, Quoted Price | Level 3 | Land | Weighted Average | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |
Weighted average amount per square foot of land | 2.90 |
Commitments and Contingent Li_3
Commitments and Contingent Liabilities - Narrative (Details) $ in Thousands | May 10, 2019USD ($) | Oct. 06, 2017USD ($) | Jan. 31, 2015USD ($)payment | Oct. 05, 2017USD ($) | Dec. 31, 2019USD ($)option | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Jan. 01, 2019USD ($) | Dec. 31, 2018USD ($) |
Loss Contingencies [Line Items] | |||||||||
Weighted average remaining lease term | 16 years 3 months 18 days | ||||||||
Number of extension options | option | 3 | ||||||||
Renewal terms | 5 years | 10 years | |||||||
Initial term | 10 years | ||||||||
Fixed annual rent | $ 900 | ||||||||
Right of use assets | $ 6,700 | $ 1,086,658 | $ 11,100 | $ 1,086,658 | |||||
Operating lease, discount rate | 5.30% | 5.50% | |||||||
Lease liability | $ 17,738 | $ 11,100 | |||||||
Caesars Entertainment Outdoor | |||||||||
Loss Contingencies [Line Items] | |||||||||
Loss contingency, present value of withdrawal liability | $ 360,000 | ||||||||
Loss contingency, frequency of withdrawal of payment | payment | 80 | ||||||||
Loss contingency, withdrawal liability | $ 6,000 | ||||||||
Rent expense | $ 700 | $ 1,000 | $ 1,000 | ||||||
Loss contingency, loss in period | $ 45,000 | ||||||||
Cost of property repairs and maintenance | $ 2,100 | $ 2,900 | $ 2,800 |
Commitments and Contingent Li_4
Commitments and Contingent Liabilities - Schedule of Rent Expense (Details) - General and Administrative Expense - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2019 | Dec. 31, 2018 | |
Loss Contingencies [Line Items] | |||
Rent expense | $ 256 | $ 1,622 | $ 1,519 |
Rent payments | $ 268 | $ 1,257 | $ 1,297 |
Commitments and Contingent Li_5
Commitments and Contingent Liabilities - Schedule Of Future Minimum Lease Payments (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Jan. 01, 2019 | Oct. 05, 2017 |
Loss Contingencies [Line Items] | |||
2020 | $ 1,485 | ||
2021 | 1,862 | ||
2022 | 1,880 | ||
2023 | 1,899 | ||
2024 | 1,919 | ||
Thereafter | 20,983 | ||
Total minimum lease commitments | 30,028 | ||
Discounting factor | 12,290 | ||
Lease liability | $ 17,738 | $ 11,100 | |
Caesars Entertainment Outdoor | |||
Loss Contingencies [Line Items] | |||
2020 | $ 214 | ||
2021 | 873 | ||
2022 | 891 | ||
2023 | 908 | ||
2024 | 926 | ||
Thereafter | 18,911 | ||
Total minimum lease commitments | $ 22,723 |
Commitments and Contingent Li_6
Commitments and Contingent Liabilities - Schedule Of Other Commitments (Details) - Caesars Entertainment Outdoor $ in Thousands | Oct. 05, 2017USD ($) |
Loss Contingencies [Line Items] | |
2017 | $ 775 |
2018 | 2,969 |
2019 | 225 |
Total golf-related maintenance agreement commitments | $ 3,969 |
Shareholders' Equity - Narrativ
Shareholders' Equity - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | Feb. 07, 2020 | Nov. 19, 2019 | Jun. 28, 2019 | May 23, 2019 | Dec. 19, 2018 | Feb. 05, 2018 | Dec. 31, 2017 | Dec. 31, 2019 | Dec. 31, 2018 |
Subsidiary or Equity Method Investee [Line Items] | |||||||||
Total number of common and preferred shares authorized (in shares) | 750,000,000 | ||||||||
Common stock, shares authorized (in shares) | 700,000,000 | 700,000,000 | |||||||
Common stock, par value (in dollars per share) | $ 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 shares) | 34,500,000 | 69,575,000 | |||||||
Offering forward price (in dollars per share) | $ 21 | $ 21.50 | |||||||
Offering Stock During Period, Value | $ 1,100,000 | ||||||||
Forward agreement on the proceeds from issuance of common stock | $ 1,000,000 | ||||||||
Forward contract indexed to issuer's equity (in shares) | 50,000,000 | ||||||||
Stock sold pursuant to the exercise in full of underwriters' option to purchase additional common stock (in shares) | 15,000,000 | ||||||||
Share price (in dollars per share) | $ 20 | ||||||||
Aggregate offering value of shares | $ 724,500 | $ 1,400,000 | $ 963,782 | ||||||
Proceeds from follow-on offering of common stock | 694,200 | $ 1,300,000 | |||||||
Additional shares subject to forward sale (in shares) | 65,000,000 | 65,000,000 | |||||||
Common stock, shares outstanding (in shares) | 300,278,938 | 461,004,742 | 404,729,616 | ||||||
JACK Entertainment LLC | Greektown Acquisition | |||||||||
Subsidiary or Equity Method Investee [Line Items] | |||||||||
Cash payment in business acquisition | $ 700,000 | $ 700,000 | |||||||
ATM Stock Offering Program | |||||||||
Subsidiary or Equity Method Investee [Line Items] | |||||||||
Stock allowed to be issued during period, value | $ 750,000 | ||||||||
Scenario, Plan | |||||||||
Subsidiary or Equity Method Investee [Line Items] | |||||||||
Offering forward price (in dollars per share) | $ 19.96 | ||||||||
Forward agreement on the proceeds from issuance of common stock | $ 1,300,000 | ||||||||
Forward contract indexed to issuer's equity (in shares) | 13,500,000 | ||||||||
Cash outflow for shares | $ 346,200 | ||||||||
ATM Stock Offering Program | |||||||||
Subsidiary or Equity Method Investee [Line Items] | |||||||||
Shares issued (in shares) | 6,107,633 | 0 | |||||||
Proceeds from follow-on offering of common stock | $ 128,300 | ||||||||
ATM Stock Offering Program | Subsequent Event | |||||||||
Subsidiary or Equity Method Investee [Line Items] | |||||||||
Shares issued (in shares) | 7,500,000 | ||||||||
Proceeds from follow-on offering of common stock | $ 200,000 |
Shareholders' Equity - Schedule
Shareholders' Equity - Schedule of Common Stock Outstanding (Details) - shares | Nov. 19, 2019 | Jun. 28, 2019 | Feb. 05, 2018 | Dec. 31, 2019 | Dec. 31, 2018 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Beginning balance | 404,729,616 | 300,278,938 | |||
Stock issued during period (in shares) | 34,500,000 | 69,575,000 | |||
Ending balance | 461,004,742 | 404,729,616 | |||
Additional shares subject to forward sale (in shares) | 65,000,000 | 65,000,000 | |||
IPO | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Stock issued during period (in shares) | 0 | 69,575,000 | |||
Follow-On Offerings | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Stock issued during period (in shares) | 50,000,000 | 34,500,000 | |||
ATM Stock Offering Program | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Stock issued during period (in shares) | 6,107,633 | 0 | |||
Stock Incentive Plan | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Stock issued during period (in shares) | 167,493 | 375,678 | |||
Performance-Based Stock Incentive Plan | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Stock Units, Options Issued During the Period, Shares | 157,512 | 133,491 |
Shareholders' Equity - Dividend
Shareholders' Equity - Dividends Declared (Details) - $ / shares | Jan. 09, 2020 | Dec. 12, 2019 | Oct. 10, 2019 | Sep. 12, 2019 | Jul. 12, 2019 | Jun. 13, 2019 | Apr. 11, 2019 | Mar. 14, 2019 | Jan. 10, 2019 | Dec. 13, 2018 | Oct. 11, 2018 | Sep. 17, 2018 | Jul. 13, 2018 | Jun. 14, 2018 | Apr. 13, 2018 | Mar. 31, 2018 | Mar. 15, 2018 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2019 | Dec. 31, 2018 |
Dividends Payable [Line Items] | ||||||||||||||||||||||||||||
Dividends declared (in dollars per share) | $ 0.2975 | $ 0.2975 | $ 0.2875 | $ 0.2875 | $ 0.2875 | $ 0.2875 | $ 0.2625 | $ 0.2625 | $ 0.16 | $ 0.2975 | $ 0.2975 | $ 0.2875 | $ 0.2875 | $ 0.2875 | $ 0.2875 | $ 0.2625 | $ 0.1600 | $ 0 | $ 1.17 | $ 0.9975 | ||||||||
Dividends paid (in dollars per share) | $ 0.2975 | $ 0.2875 | $ 0.2875 | $ 0.2875 | $ 0.2875 | $ 0.2625 | $ 0.16 | |||||||||||||||||||||
Subsequent Event | ||||||||||||||||||||||||||||
Dividends Payable [Line Items] | ||||||||||||||||||||||||||||
Dividends paid (in dollars per share) | $ 0.2975 |
Earnings Per Share - Schedule O
Earnings Per Share - Schedule Of Weighted Average Earnings Per Share (Details) - shares | 3 Months Ended | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2019 | Dec. 31, 2018 | |
Schedule Of Weighted Average Number Of Shares [Line Items] | |||
Weighted-average common shares outstanding (in shares) | 227,828,844 | 435,071,096 | 367,226,395 |
Diluted weighted-average common shares outstanding (in shares) | 227,985,455 | 439,152,946 | 367,316,901 |
Assumed conversion of restricted stock | |||
Schedule Of Weighted Average Number Of Shares [Line Items] | |||
Assumed conversion (in shares) | 156,000 | 566,000 | 91,000 |
Forward Sale Agreement | |||
Schedule Of Weighted Average Number Of Shares [Line Items] | |||
Assumed settlement of Forward Sale Agreements (in shares) | 0 | 3,516,000 | 0 |
Earnings Per Share - Schedule_2
Earnings Per Share - Schedule Of Basic And Diluted Earnings Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2019 | Dec. 31, 2018 | |
Basic: | |||||||||||
Net income attributable to common stockholders | $ 98,631 | $ 144,435 | $ 152,049 | $ 150,849 | $ 142,541 | $ 129,912 | $ 139,044 | $ 112,122 | $ 42,662 | $ 545,964 | $ 523,619 |
Weighted-average common shares outstanding (in shares) | 227,828,844 | 435,071,096 | 367,226,395 | ||||||||
Basic EPS (in dollars per share) | $ 0.19 | $ 1.25 | $ 1.43 | ||||||||
Diluted: | |||||||||||
Net income attributable to common stockholders | $ 42,662 | $ 545,964 | $ 523,619 | ||||||||
Diluted weighted-average common shares outstanding (in shares) | 227,985,455 | 439,152,946 | 367,316,901 | ||||||||
Diluted EPS (in dollars per share) | $ 0.19 | $ 1.24 | $ 1.43 |
Share-Based Compensation - Narr
Share-Based Compensation - Narrative (Details) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Dec. 31, 2017USD ($)shares | Dec. 31, 2019USD ($)dayshares | Dec. 31, 2018USD ($)shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Unrecognized compensation costs | $ | $ 7,800 | ||
Weighted-average cost | 1 year 8 months 12 days | ||
Stock Incentive Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Shares authorized (in shares) | 12,750,000 | ||
Remaining shares authorized (in shares) | 11,899,660 | ||
Time-Based Restricted Shares | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Granted (in shares) | 124,000 | 177,000 | 172,000 |
Period of volume of weighted average price | day | 10 | ||
Trading days | day | 10 | ||
Performance-Based Restricted Shares | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Granted (in shares) | 158,000 | 133,000 | |
General and Administrative Expense | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
General and administrative | $ | $ 1,385 | $ 5,223 | $ 2,342 |
Minimum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Award vesting period | 0 years | ||
Minimum | Time-Based Restricted Shares | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Award vesting period | 3 years | ||
Minimum | Performance-Based Restricted Shares | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Risk-free interest rate | 2.50% | ||
Expected volatility rate | 13.30% | ||
Maximum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Award vesting period | 4 years | ||
Maximum | Time-Based Restricted Shares | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Award vesting period | 4 years | ||
Maximum | Performance-Based Restricted Shares | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Risk-free interest rate | 2.70% | ||
Expected volatility rate | 20.00% |
Share-Based Compensation Schedu
Share-Based Compensation Schedule of Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2019 | Dec. 31, 2018 | |
General and Administrative Expense | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation expense | $ 1,385 | $ 5,223 | $ 2,342 |
Share-Based Compensation - Sche
Share-Based Compensation - Schedule Of Restricted Stock (Details) - Restricted Stock Units (RSUs) - $ / shares | 3 Months Ended | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2019 | Dec. 31, 2018 | |
Shares | |||
Beginning balance (in shares) | 0 | 398,253 | 123,610 |
Granted (in shares) | 174,572 | 338,788 | 336,980 |
Vested (in shares) | (50,962) | (121,786) | (59,954) |
Forfeited (in shares) | 0 | (13,783) | (2,383) |
Canceled (in shares) | 0 | 0 | 0 |
Ending balance (in shares) | 123,610 | 601,472 | 398,253 |
Weighted Average Grant Date Fair Value | |||
Beginning balance (in dollars per share) | $ 0 | $ 19.60 | $ 15.61 |
Granted (in dollars per share) | 15.41 | 22.03 | 19.37 |
Vested (in dollars per share) | 14.90 | 18.57 | 10.18 |
Forfeited (in dollars per share) | 0 | 20.44 | 16.88 |
Canceled (in dollars per share) | 0 | 0 | 0 |
Ending balance (in dollars per share) | $ 15.61 | $ 21.16 | $ 19.60 |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) | Dec. 12, 2019$ / shares | Sep. 12, 2019$ / shares | Jun. 13, 2019$ / shares | Mar. 14, 2019$ / shares | Dec. 13, 2018$ / shares | Sep. 17, 2018$ / shares | Jun. 14, 2018$ / shares | Mar. 31, 2018$ / shares | Mar. 15, 2018$ / shares | Dec. 22, 2017USD ($) | Dec. 31, 2019USD ($)$ / shares | Sep. 30, 2019$ / shares | Jun. 30, 2019$ / shares | Mar. 31, 2019$ / shares | Dec. 31, 2018$ / shares | Sep. 30, 2018$ / shares | Jun. 30, 2018$ / shares | Mar. 31, 2018$ / shares | Dec. 31, 2017USD ($)$ / shares | Oct. 05, 2017USD ($) | Dec. 31, 2019USD ($)$ / shares | Dec. 31, 2018USD ($)$ / shares | Dec. 31, 2017 | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Dec. 31, 2019property | Dec. 31, 2019golf_course | Jan. 15, 2015property |
Income Tax Contingency [Line Items] | ||||||||||||||||||||||||||||
Percentage of annual REIT taxable income (at least) | 90.00% | 90.00% | ||||||||||||||||||||||||||
Undistributed net taxable income subject to income corporate tax rate | 100.00% | |||||||||||||||||||||||||||
Number of golf courses | property | 26 | |||||||||||||||||||||||||||
Deferred tax liability as a result of TCJA | $ 2,400,000 | |||||||||||||||||||||||||||
Expected federal tax at the statutory tax rate | $ 0.35 | $ 0.21 | $ 0.21 | |||||||||||||||||||||||||
NOL Carryforwards | $ 151,600,000 | $ 151,600,000 | ||||||||||||||||||||||||||
Expected federal tax at the statutory tax rate | 35.00% | 21.00% | 21.00% | |||||||||||||||||||||||||
Dividends declared (in dollars per share) | $ / shares | $ 0.2975 | $ 0.2975 | $ 0.2875 | $ 0.2875 | $ 0.2875 | $ 0.2875 | $ 0.2625 | $ 0.2625 | $ 0.16 | $ 0.2975 | $ 0.2975 | $ 0.2875 | $ 0.2875 | $ 0.2875 | $ 0.2875 | $ 0.2625 | $ 0.1600 | $ 0 | $ 1.17 | $ 0.9975 | ||||||||
Caesars Entertainment Outdoor | ||||||||||||||||||||||||||||
Income Tax Contingency [Line Items] | ||||||||||||||||||||||||||||
Number of golf courses | property | 4 | 4 | ||||||||||||||||||||||||||
Expected federal tax at the statutory tax rate | $ 100,000 | $ 111,000 | $ 98,000 | |||||||||||||||||||||||||
Caesars Entertainment Outdoor | Domestic Tax Authority | ||||||||||||||||||||||||||||
Income Tax Contingency [Line Items] | ||||||||||||||||||||||||||||
General business credit | $ 82,000 | $ 82,000 | ||||||||||||||||||||||||||
Operating loss carryforwards | 19,200,000 | 20,100,000 | ||||||||||||||||||||||||||
Caesars Entertainment Outdoor | State and Local Jurisdiction | ||||||||||||||||||||||||||||
Income Tax Contingency [Line Items] | ||||||||||||||||||||||||||||
Operating loss carryforwards | $ 15,100,000 | $ 15,500,000 | ||||||||||||||||||||||||||
Golf Course Business | ||||||||||||||||||||||||||||
Income Tax Contingency [Line Items] | ||||||||||||||||||||||||||||
Number of golf courses | 4 | 4 |
Income Taxes - Schedule Of Inco
Income Taxes - Schedule Of Income Tax Expense (Benefit) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Dec. 31, 2017 | Oct. 05, 2017 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2016 | Dec. 31, 2015 | |
Current: | ||||||
Federal | $ 0 | $ 1,100 | $ 1,693 | |||
State | 11 | 563 | 126 | |||
Income tax expense (benefit), current | 11 | 1,663 | 1,819 | |||
Deferred | ||||||
Federal | (1,909) | 46 | (459) | |||
State | (3) | (4) | 81 | |||
Income tax expense (benefit), deferred | (1,912) | 42 | (378) | |||
Total | ||||||
Federal | (1,909) | 1,146 | 1,234 | |||
State | 8 | 559 | 207 | |||
Income tax expense (benefit) | $ (1,901) | $ 1,705 | $ 1,441 | |||
Caesars Entertainment Outdoor | ||||||
Current: | ||||||
Federal | $ 100 | $ 111 | $ 98 | |||
State | 0 | 0 | 0 | |||
Deferred | ||||||
Income tax expense (benefit), deferred | (98) | (111) | (101) | |||
Total | ||||||
Income tax expense (benefit) | $ 2 | $ 0 | $ (3) |
Income Taxes - Schedule Of Defe
Income Taxes - Schedule Of Deferred Tax Assets And Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 | Oct. 05, 2017 | Dec. 31, 2016 |
Deferred tax assets: | ||||
Federal net operating loss | $ 0 | $ 0 | ||
Accruals, reserves and other | 96 | 117 | ||
Total deferred tax assets | 96 | 117 | ||
Deferred tax liabilities: | ||||
Land, buildings and equipment, net | (3,478) | (3,457) | ||
Total deferred tax liabilities | (3,478) | (3,457) | ||
Net deferred tax liability | $ (3,382) | $ (3,340) | ||
Caesars Entertainment Outdoor | ||||
Deferred tax assets: | ||||
Federal net operating loss | $ 5,561 | $ 5,847 | ||
State net operating loss | 378 | 392 | ||
Federal tax credits | 82 | 82 | ||
Other | 8 | 9 | ||
Subtotal | 6,029 | 6,330 | ||
Less: valuation allowance | 1,930 | 1,930 | ||
Total deferred tax assets net of valuation allowance | 4,099 | 4,400 | ||
Deferred tax liabilities: | ||||
Land, buildings and equipment, net | (9,006) | (9,423) | ||
Accrued expenses | (37) | (20) | ||
Total deferred tax liabilities | (9,043) | (9,443) | ||
Net deferred tax liability | $ (4,944) | $ (5,043) |
Income Taxes - Schedule of Effe
Income Taxes - Schedule of Effective Rate Reconciliation (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2019 | Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |||
Federal income tax expense at statutory rate | $ 15,414 | $ 116,757 | $ 112,326 |
Federal income tax expense at statutory rate, percent | 35.00% | 21.00% | 21.00% |
REIT income not subject to federal income tax | $ (14,897) | $ (115,395) | $ (111,035) |
REIT income not subject to federal income tax, percent | (33.80%) | (20.80%) | (20.80%) |
Pre-tax gain attributable to taxable subsidiaries | $ 517 | $ 1,362 | $ 1,291 |
Pre-tax gain attributable to taxable subsidiaries, percent | 1.20% | 0.30% | 0.20% |
State income taxes, net of federal benefits | $ 5 | $ 542 | $ 187 |
State income taxes, net of federal benefits, percent | 0.00% | 0.10% | 0.00% |
Non-deductible expenses and other | $ 0 | $ (199) | $ (37) |
Non-deductible expenses and other, percent | 0.00% | 0.00% | 0.00% |
Impact of Tax Reform on deferred tax liability | $ (2,423) | $ 0 | $ 0 |
Impact of Tax Reform on deferred tax liability, percent | (5.50%) | 0.00% | 0.00% |
Income tax expense (benefit) | $ (1,901) | $ 1,705 | $ 1,441 |
Income tax expense (benefit), percent | (4.30%) | 0.30% | 0.20% |
Income Taxes - Schedule of In_2
Income Taxes - Schedule of Income Tax Expense Reconciliation (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Dec. 31, 2017 | Oct. 05, 2017 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2016 | Dec. 31, 2015 | |
Income Tax Contingency [Line Items] | ||||||
Expected federal tax at the statutory tax rate | $ 15,414 | $ 116,757 | $ 112,326 | |||
Increases/(decreases) in tax resulting from: | ||||||
State taxes, net of federal tax benefit | 5 | 542 | 187 | |||
Income tax expense (benefit) | $ (1,901) | $ 1,705 | $ 1,441 | |||
Caesars Entertainment Outdoor | ||||||
Income Tax Contingency [Line Items] | ||||||
Expected federal tax at the statutory tax rate | $ 0 | $ 0 | $ 0 | |||
Increases/(decreases) in tax resulting from: | ||||||
State taxes, net of federal tax benefit | 0 | 0 | 0 | |||
Federal tax credits | 0 | 0 | 3 | |||
Income tax (expense)/benefit | 2 | 0 | 0 | |||
Income tax expense (benefit) | $ 2 | $ 0 | $ (3) |
Income Taxes - Schedule Of Unre
Income Taxes - Schedule Of Unrecognized Tax Benefits (Details) - Caesars Entertainment Outdoor - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | |
Oct. 05, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | |||
Balance as of beginning of period | $ 1,309 | $ 1,309 | $ 1,309 |
Additions based on tax positions related to the current year | 0 | 0 | 0 |
Balance as of end of period | $ 1,309 | $ 1,309 | $ 1,309 |
Income Taxes - Federal Income T
Income Taxes - Federal Income Tax Note (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | ||
Ordinary dividends (in dollars per share) | $ 846,500 | $ 925,100 |
Section 199A dividends (in dollars per share) | 0.8159 | 0.9251 |
Qualified dividend (in dollars per share) | 0.0306 | 0 |
Non-dividend distribution (in dollars per share) | $ 0.0985 | $ 0 |
Segment Information - Narrative
Segment Information - Narrative (Details) - 12 months ended Dec. 31, 2019 | segmentproperty | golf_course |
Segment Reporting Information [Line Items] | ||
Number of reportable segments | 2 | |
Number of golf courses | property | 26 | |
Golf Course Business | ||
Segment Reporting Information [Line Items] | ||
Number of reportable segments | 1 | |
Number of golf courses | 4 | 4 |
Segment Information - Schedule
Segment Information - Schedule Of Segment Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2017 | Dec. 31, 2019 | Dec. 31, 2018 | |
Segment Reporting Information [Line Items] | ||||||||||||
Revenues (1) | $ 237,537 | $ 222,513 | $ 220,746 | $ 214,002 | $ 226,039 | $ 232,687 | $ 220,975 | $ 218,276 | $ 187,609 | $ 894,798 | $ 897,977 | |
Operating income | 226,758 | 208,380 | 205,495 | 201,866 | 195,682 | 184,100 | 189,448 | 188,724 | 144,196 | 842,499 | 757,954 | |
Interest expense | (63,354) | (248,384) | (212,663) | |||||||||
Loss on extinguishment of debt | (38,488) | (58,143) | (23,040) | |||||||||
Income before income taxes | 42,636 | 555,986 | 533,558 | |||||||||
Income tax expense | 1,901 | (1,705) | (1,441) | |||||||||
Net income | 100,713 | $ 146,515 | $ 154,127 | $ 152,926 | 144,631 | $ 132,024 | $ 141,359 | $ 114,103 | 44,537 | $ 44,537 | 554,281 | 532,117 |
Depreciation | 751 | 3,831 | 3,686 | |||||||||
Total assets | 13,265,619 | 11,333,368 | 13,265,619 | 11,333,368 | ||||||||
Total liabilities | 5,216,630 | 4,432,346 | 5,216,630 | 4,432,346 | ||||||||
Real Property Business | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Revenues (1) | 181,258 | 865,858 | 870,776 | |||||||||
Operating income | 142,722 | 836,275 | 751,803 | |||||||||
Interest expense | (63,354) | (248,384) | (212,663) | |||||||||
Loss on extinguishment of debt | (38,488) | (58,143) | (23,040) | |||||||||
Income before income taxes | 41,162 | 549,503 | 527,407 | |||||||||
Income tax expense | 0 | (470) | 0 | |||||||||
Net income | 41,162 | 549,033 | 527,407 | |||||||||
Depreciation | 0 | 16 | 7 | |||||||||
Total assets | 13,177,318 | 11,247,637 | 13,177,318 | 11,247,637 | ||||||||
Total liabilities | 5,199,029 | 4,424,861 | 5,199,029 | 4,424,861 | ||||||||
Golf Course Business | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Revenues (1) | 6,351 | 28,940 | 27,201 | |||||||||
Operating income | 1,474 | 6,224 | 6,151 | |||||||||
Interest expense | 0 | 0 | 0 | |||||||||
Loss on extinguishment of debt | 0 | 0 | 0 | |||||||||
Income before income taxes | 1,474 | 6,483 | 6,151 | |||||||||
Income tax expense | 1,901 | (1,235) | (1,441) | |||||||||
Net income | 3,375 | 5,248 | 4,710 | |||||||||
Depreciation | $ 751 | 3,815 | 3,679 | |||||||||
Total assets | 88,301 | 85,731 | 88,301 | 85,731 | ||||||||
Total liabilities | $ 17,601 | $ 7,485 | $ 17,601 | $ 7,485 |
Quarterly Results of Operatio_3
Quarterly Results of Operations (Unaudited) (Details) - USD ($) $ / shares in Units, $ in Thousands | Dec. 12, 2019 | Sep. 12, 2019 | Jun. 13, 2019 | Mar. 14, 2019 | Dec. 13, 2018 | Sep. 17, 2018 | Jun. 14, 2018 | Mar. 31, 2018 | Mar. 15, 2018 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2017 | Dec. 31, 2019 | Dec. 31, 2018 |
Quarterly Financial Information Disclosure [Abstract] | |||||||||||||||||||||
Revenues | $ 237,537 | $ 222,513 | $ 220,746 | $ 214,002 | $ 226,039 | $ 232,687 | $ 220,975 | $ 218,276 | $ 187,609 | $ 894,798 | $ 897,977 | ||||||||||
Operating income | 226,758 | 208,380 | 205,495 | 201,866 | 195,682 | 184,100 | 189,448 | 188,724 | 144,196 | 842,499 | 757,954 | ||||||||||
Net income | 100,713 | 146,515 | 154,127 | 152,926 | 144,631 | 132,024 | 141,359 | 114,103 | $ 44,537 | 44,537 | 554,281 | 532,117 | |||||||||
Net income attributable to common stockholders | $ 98,631 | $ 144,435 | $ 152,049 | $ 150,849 | $ 142,541 | $ 129,912 | $ 139,044 | $ 112,122 | $ 42,662 | $ 545,964 | $ 523,619 | ||||||||||
Net income per common share | |||||||||||||||||||||
Basic and diluted (in dollars per share) | $ 0.21 | $ 0.31 | $ 0.37 | $ 0.37 | $ 0.37 | $ 0.35 | $ 0.38 | $ 0.33 | |||||||||||||
Dividends per share (in dollars per share) | $ 0.2975 | $ 0.2975 | $ 0.2875 | $ 0.2875 | $ 0.2875 | $ 0.2875 | $ 0.2625 | $ 0.2625 | $ 0.16 | $ 0.2975 | $ 0.2975 | $ 0.2875 | $ 0.2875 | $ 0.2875 | $ 0.2875 | $ 0.2625 | $ 0.1600 | $ 0 | $ 1.17 | $ 0.9975 |
Accrued Expenses - Schedule Of
Accrued Expenses - Schedule Of Accrued Expenses (Details) - Caesars Entertainment Outdoor - USD ($) $ in Thousands | Oct. 05, 2017 | Dec. 31, 2016 |
Accrued Expenses [Line Items] | ||
Accrued utilities | $ 269 | $ 87 |
Accrued real estate taxes and other taxes | 166 | 130 |
Advance deposits | 102 | 112 |
Deferred revenue | 49 | 125 |
Accrued legal and professional fees | 41 | 23 |
Payroll and other compensation | 12 | 228 |
Other accruals | 8 | 0 |
Total other liabilities | $ 647 | $ 705 |
Liabilities Subject to Compro_2
Liabilities Subject to Compromise - Narrative (Details) - Caesars Entertainment Outdoor $ in Thousands | Oct. 06, 2017USD ($)claim | Dec. 31, 2019USD ($) | Oct. 05, 2017USD ($)claim | Dec. 31, 2016USD ($) |
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 | 13 | |||
Amount of claims filed | $ 122,200 | |||
Number of filed claims likely to be denied | claim | 19 | |||
Amount of filed claims likely to be denied | $ 116,300 | |||
Liabilities subject to compromise | $ 125 | $ 249 | $ 265 | |
Gain on settlement of other claims | 124 | |||
Amount of claims under review by management | $ 5,100 |
Related Party Transactions - Na
Related Party Transactions - Narrative (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Dec. 31, 2017 | Oct. 05, 2017 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2016 | Dec. 31, 2015 | |
Related Party Transaction [Line Items] | ||||||
Dividends declared, not paid | $ 0 | $ 137,149,000 | $ 116,503,000 | |||
Defined contribution plan, vesting period | 5 years | |||||
Caesars Entertainment Outdoor | ||||||
Related Party Transaction [Line Items] | ||||||
Dividends declared, not paid | $ 1,000,000 | $ 1,232,000 | $ 1,981,000 | |||
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 | 27,000 | 34,000 | 39,000 | |||
Accumulated Net Investment Gain (Loss) Attributable to Parent | Caesars Entertainment Outdoor | ||||||
Related Party Transaction [Line Items] | ||||||
Dividends declared, not paid | $ 1,000,000 | $ 1,232,000 | $ 1,981,000 |
Related Party Transactions - Sc
Related Party Transactions - Schedule of Related Party Transactions (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Dec. 31, 2017 | Oct. 05, 2017 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2016 | Dec. 31, 2015 | |
Related Party Transaction [Line Items] | ||||||
Administrative and other | $ 9,939 | $ 24,569 | $ 24,429 | |||
Caesars Entertainment Outdoor | ||||||
Related Party Transaction [Line Items] | ||||||
Administrative and other | $ 1,382 | $ 2,009 | $ 1,760 | |||
Net revenues | 14,136 | 18,785 | 18,077 | |||
Caesars Entertainment Outdoor | Insurance expense | ||||||
Related Party Transaction [Line Items] | ||||||
Administrative and other | 37 | 45 | 55 | |||
Caesars Entertainment Outdoor | CEOC and Caesars' Affiliates | Indirect Expenses | ||||||
Related Party Transaction [Line Items] | ||||||
Administrative and other | 214 | 330 | 318 | |||
Golf revenue | Caesars Entertainment Outdoor | ||||||
Related Party Transaction [Line Items] | ||||||
Net revenues | 11,412 | 14,558 | 14,071 | |||
Golf revenue | Caesars Entertainment Outdoor | CEOC and Caesars' Affiliates | Golf Transactions | ||||||
Related Party Transaction [Line Items] | ||||||
Net revenues | 5,304 | 5,482 | 4,377 | |||
Golf revenue | Caesars Entertainment Outdoor | CEOC and Caesars' Affiliates | Pass-Through Revenue | ||||||
Related Party Transaction [Line Items] | ||||||
Net revenues | 382 | 871 | 769 | |||
Food and beverage revenue | Caesars Entertainment Outdoor | ||||||
Related Party Transaction [Line Items] | ||||||
Net revenues | 1,361 | 2,150 | 2,150 | |||
Food and beverage revenue | Caesars Entertainment Outdoor | CEOC and Caesars' Affiliates | Pass-Through Revenue | ||||||
Related Party Transaction [Line Items] | ||||||
Net revenues | 107 | 83 | 66 | |||
Retail and other revenue | Caesars Entertainment Outdoor | ||||||
Related Party Transaction [Line Items] | ||||||
Net revenues | 1,363 | 2,077 | 1,856 | |||
Retail and other revenue | Caesars Entertainment Outdoor | CEOC and Caesars' Affiliates | Pass-Through Revenue | ||||||
Related Party Transaction [Line Items] | ||||||
Net revenues | $ 116 | $ 143 | $ 102 |
Schedule I Condensed Financia_2
Schedule I Condensed Financial Information of Registrant Parent Company Only - Balance Sheets (Details) - USD ($) $ / shares in Units, $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Oct. 06, 2017 |
Assets | ||||
Cash and cash equivalents | $ 1,101,893 | $ 577,883 | ||
Short-term investments | 59,474 | 520,877 | ||
Other assets | 188,638 | 115,550 | ||
Total assets | 13,265,619 | 11,333,368 | ||
Liabilities | ||||
Other liabilities | 123,918 | 62,406 | ||
Dividends payable | 137,056 | 116,287 | ||
Total liabilities | 5,216,630 | 4,432,346 | ||
Common stock, $0.01 par value, 700,000,000 shares authorized and 461,004,742 and 404,729,616 shares issued and outstanding at December 31, 2019 and December 31, 2018, respectively | 4,610 | 4,047 | ||
Preferred stock, $0.01 par value, 50,000,000 shares authorized and no shares outstanding at December 31, 2019 and 2018 | 0 | 0 | ||
Additional paid-in capital | 7,817,582 | 6,648,430 | ||
Accumulated other comprehensive loss | (65,078) | (22,124) | ||
Retained earnings | 208,069 | 187,096 | ||
Total stockholders’ equity | 8,048,989 | 6,901,022 | $ 4,776,364 | $ 3,516,673 |
Total liabilities and stockholders’ equity | $ 13,265,619 | $ 11,333,368 | ||
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) | 461,004,742 | 404,729,616 | ||
Common stock, shares outstanding (in shares) | 461,004,742 | 404,729,616 | 300,278,938 | |
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 | ||
Preferred stock, shares authorized (in shares) | 50,000,000 | 50,000,000 | ||
Preferred stock, shares outstanding (in shares) | 0 | 0 | ||
Parent Company | ||||
Assets | ||||
Cash and cash equivalents | $ 13,912 | $ 377,704 | ||
Restricted cash | 0 | 48 | ||
Short-term investments | 0 | 520,877 | ||
Other assets | 159 | 2,150 | ||
Due from affiliates | 838 | 133 | ||
Investment in subsidiaries | 8,087,905 | 6,033,310 | ||
Total assets | 8,102,814 | 6,934,222 | ||
Liabilities | ||||
Other liabilities | 576 | 486 | ||
Dividends payable | 137,056 | 116,287 | ||
Total liabilities | 137,632 | 116,773 | ||
Common stock, $0.01 par value, 700,000,000 shares authorized and 461,004,742 and 404,729,616 shares issued and outstanding at December 31, 2019 and December 31, 2018, respectively | 4,610 | 4,047 | ||
Preferred stock, $0.01 par value, 50,000,000 shares authorized and no shares outstanding at December 31, 2019 and 2018 | 0 | 0 | ||
Additional paid-in capital | 7,817,582 | 6,648,430 | ||
Accumulated other comprehensive loss | (65,078) | (22,124) | ||
Retained earnings | 208,068 | 187,096 | ||
Total stockholders’ equity | 7,965,182 | 6,817,449 | ||
Total liabilities and stockholders’ equity | $ 8,102,814 | $ 6,934,222 | ||
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) | 404,729,616 | 300,278,938 | ||
Common stock, shares outstanding (in shares) | 404,729,616 | 300,278,938 | ||
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 | ||
Preferred stock, shares authorized (in shares) | 50,000,000 | 50,000,000 | ||
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Schedule I Condensed Financia_3
Schedule I Condensed Financial Information of Registrant Parent Company Only - Statement of Operations (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2019 | Dec. 31, 2018 | |
Expenses | |||||||||||
General and administrative | $ 9,939 | $ 24,569 | $ 24,429 | ||||||||
Operating income | $ 226,758 | $ 208,380 | $ 205,495 | $ 201,866 | $ 195,682 | $ 184,100 | $ 189,448 | $ 188,724 | 144,196 | 842,499 | 757,954 |
Interest income | 282 | 20,014 | 11,307 | ||||||||
Income before income taxes | 42,636 | 555,986 | 533,558 | ||||||||
Income taxes | (1,901) | 1,705 | 1,441 | ||||||||
Net income attributable to common stockholders | $ 98,631 | $ 144,435 | $ 152,049 | $ 150,849 | $ 142,541 | $ 129,912 | $ 139,044 | $ 112,122 | 42,662 | 545,964 | 523,619 |
Unrealized loss on cash flow hedges | 0 | (42,954) | (22,124) | ||||||||
Comprehensive income attributable to common stockholders | 42,662 | 503,010 | 501,495 | ||||||||
Parent Company | |||||||||||
Expenses | |||||||||||
General and administrative | 0 | 0 | 78 | ||||||||
Total operating expenses | 0 | 0 | 78 | ||||||||
Income (Loss) from Equity Method Investments | 0 | 532,699 | 516,116 | ||||||||
Interest income | 282 | 13,265 | 7,581 | ||||||||
Income before income taxes | 282 | 545,964 | 523,619 | ||||||||
Income taxes | 0 | 0 | 0 | ||||||||
Net income attributable to common stockholders | 282 | 545,964 | 523,619 | ||||||||
Unrealized loss on cash flow hedges | 0 | (42,954) | (22,124) | ||||||||
Comprehensive income attributable to common stockholders | $ 282 | $ 503,010 | $ 501,495 |
Schedule I Condensed Financia_4
Schedule I Condensed Financial Information of Registrant Parent Company Only - Cash Flows (Details) - USD ($) $ in Thousands | Nov. 19, 2019 | Feb. 05, 2018 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2019 | Dec. 31, 2018 |
Cash flows from operating activities | |||||||||||||
Net income | $ 98,631 | $ 144,435 | $ 152,049 | $ 150,849 | $ 142,541 | $ 129,912 | $ 139,044 | $ 112,122 | $ 42,662 | $ 545,964 | $ 523,619 | ||
Change in operating assets and liabilities: | |||||||||||||
Change in other assets | (7,159) | (5,635) | (22,945) | ||||||||||
Change in other liabilities | 10,449 | 339 | 25,207 | ||||||||||
Net cash provided by operating activities | 129,440 | 682,159 | 504,082 | ||||||||||
Cash flows from investing activities | |||||||||||||
Investments in short-term investments | 0 | (440,353) | (942,311) | ||||||||||
Maturities of short-term investments | 0 | 901,756 | 421,434 | ||||||||||
Net cash used in investing activities | (1,136,251) | (1,361,379) | (1,140,877) | ||||||||||
Cash flows from financing activities | |||||||||||||
Proceeds from follow-on offering of common stock | $ 694,200 | $ 1,300,000 | |||||||||||
Proceeds from private placement of common stock | 963,782 | 0 | 0 | ||||||||||
Proceeds from initial public offering of common stock | 0 | 1,164,307 | 2,001,493 | ||||||||||
Dividends paid | 0 | (503,958) | (262,682) | ||||||||||
Mandatory debt conversion costs | (13) | 0 | 0 | ||||||||||
Net cash provided by financing activities | 1,148,446 | 1,182,666 | 1,037,836 | ||||||||||
Net increase in cash, cash equivalents and restricted cash | 141,635 | 503,446 | 401,041 | ||||||||||
Cash and cash equivalents, beginning of period | 598,447 | 197,406 | 55,771 | 598,447 | 197,406 | ||||||||
Cash, cash equivalents and restricted cash, end of period | 1,101,893 | 598,447 | 197,406 | 1,101,893 | 598,447 | ||||||||
Parent Company | |||||||||||||
Cash flows from operating activities | |||||||||||||
Net income | 282 | 545,964 | 523,619 | ||||||||||
Income (Loss) from Subsidiaries, before Tax | 0 | (532,699) | 0 | ||||||||||
Distributed Earnings | 0 | 13,334 | 0 | ||||||||||
Change in operating assets and liabilities: | |||||||||||||
Change in other assets | 0 | 48 | (2,150) | ||||||||||
Change in other liabilities | 0 | 1,370 | 270 | ||||||||||
Change in intercompany balances, net | 98,813 | (1,985) | (614) | ||||||||||
Net cash provided by operating activities | 99,095 | 26,032 | 521,125 | ||||||||||
Cash flows from investing activities | |||||||||||||
Investment in subsidiary | (1,000,000) | (1,700,748) | (1,838,205) | ||||||||||
Distributions from subsidiaries | 0 | 232,875 | 357,781 | ||||||||||
Investments in short-term investments | 0 | (342,767) | (691,239) | ||||||||||
Maturities of short-term investments | 0 | 760,419 | 170,362 | ||||||||||
Net cash used in investing activities | (1,000,000) | (1,050,221) | (2,001,301) | ||||||||||
Cash flows from financing activities | |||||||||||||
Proceeds from follow-on offering of common stock | 0 | 1,164,307 | 694,374 | ||||||||||
Proceeds from private placement of common stock | 964,376 | 0 | 0 | ||||||||||
Proceeds from initial public offering of common stock | 0 | 0 | 1,307,119 | ||||||||||
Dividends paid | 0 | (503,958) | (262,682) | ||||||||||
Mandatory debt conversion costs | (13) | 0 | 0 | ||||||||||
Net cash provided by financing activities | 964,363 | 660,349 | 1,738,811 | ||||||||||
Net increase in cash, cash equivalents and restricted cash | 63,458 | (363,840) | 258,635 | ||||||||||
Cash and cash equivalents, beginning of period | $ 377,752 | $ 119,117 | 55,659 | 377,752 | 119,117 | ||||||||
Cash, cash equivalents and restricted cash, end of period | $ 13,912 | $ 377,752 | $ 119,117 | $ 13,912 | $ 377,752 |
Schedule I Condensed Financia_5
Schedule I Condensed Financial Information of Registrant Parent Company Only - Narrative (Details) - USD ($) $ in Millions | Feb. 20, 2020 | Feb. 28, 2019 | Sep. 30, 2019 | Dec. 31, 2019 |
Condensed Financial Statements, Captions [Line Items] | ||||
Restricted net assets | $ 7,900 | |||
Senior Notes | ||||
Condensed Financial Statements, Captions [Line Items] | ||||
Percentage of cash dividends of real estate taxable income to be distributed | 100.00% | |||
Percentage of cash dividends of adjusted total assets to be distributed | 0.60% | |||
Amount of cash dividends of adjusted total assets to be distributed | $ 30 | |||
Second Lien Notes | Senior Notes | ||||
Condensed Financial Statements, Captions [Line Items] | ||||
Redemption price, percentage (equal to) | 100.00% | 108.00% | 108.00% | |
Repayments of debt | $ 537.5 | |||
Second Lien Notes | Subsequent Event | Senior Notes | ||||
Condensed Financial Statements, Captions [Line Items] | ||||
Redemption price, percentage (equal to) | 100.00% | |||
Repayments of debt | $ 498.5 |
Schedule III - Real Estate an_2
Schedule III - Real Estate and Accumulated Depreciation - Schedule of Real Estate and Accumulated Depreciation (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 22, 2017 | Oct. 06, 2017 | Oct. 05, 2017 |
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items] | ||||||
Land and Improvements | $ 1,181,369 | |||||
Building and Improvements | 0 | |||||
Land and Improvements | 0 | |||||
Building and Improvements | 0 | |||||
Land and Improvements | 1,181,369 | |||||
Building and Improvements | 0 | |||||
Total | 1,181,369 | $ 1,182,447 | $ 1,184,000 | $ 1,184,000 | ||
Accumulated Depreciation | 0 | 0 | $ 0 | $ 0 | ||
Investments in operating leases | 1,086,658 | $ 1,086,658 | $ 73,600 | $ 34,700 | ||
Caesars Palace Land | ||||||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items] | ||||||
Land and Improvements | 1,010,967 | |||||
Building and Improvements | 0 | |||||
Land and Improvements | 0 | |||||
Building and Improvements | 0 | |||||
Land and Improvements | 1,010,967 | |||||
Building and Improvements | 0 | |||||
Total | 1,010,967 | |||||
Accumulated Depreciation | 0 | |||||
Land Parcels subject to Non-CPLV Lease Agreement | ||||||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items] | ||||||
Land and Improvements | 75,691 | |||||
Building and Improvements | 0 | |||||
Land and Improvements | 0 | |||||
Building and Improvements | 0 | |||||
Land and Improvements | 75,691 | |||||
Building and Improvements | 0 | |||||
Total | 75,691 | |||||
Accumulated Depreciation | 0 | |||||
Vacant, non-operating Land | ||||||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items] | ||||||
Land and Improvements | 21,111 | |||||
Building and Improvements | 0 | |||||
Land and Improvements | 0 | |||||
Building and Improvements | 0 | |||||
Land and Improvements | 21,111 | |||||
Building and Improvements | 0 | |||||
Total | 21,111 | |||||
Accumulated Depreciation | 0 | |||||
Eastside Property | ||||||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items] | ||||||
Land and Improvements | 73,600 | |||||
Building and Improvements | 0 | |||||
Land and Improvements | 0 | |||||
Building and Improvements | 0 | |||||
Land and Improvements | 73,600 | |||||
Building and Improvements | 0 | |||||
Total | 73,600 | |||||
Accumulated Depreciation | $ 0 |
Schedule III - Real Estate an_3
Schedule III - Real Estate and Accumulated Depreciation - Schedule of Change in Real Estate (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2019 | Dec. 31, 2018 | |
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate [Roll Forward] | |||
Beginning balance | $ 1,184,000 | $ 1,182,447 | $ 1,184,000 |
Additions | 0 | 0 | 10,967 |
Impairments | 0 | 12,334 | |
Disposals | 0 | (1,078) | (186) |
Depreciation expense | 0 | 0 | 0 |
Ending balance | 1,184,000 | 1,181,369 | 1,182,447 |
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate, Accumulated Depreciation [Roll Forward] | |||
Beginning balance | 0 | 0 | 0 |
Additions | 0 | 0 | 0 |
Impairments | 0 | 0 | |
Disposals | 0 | 0 | 0 |
Depreciation expense | 0 | 0 | 0 |
Ending balance | $ 0 | $ 0 | $ 0 |