Gaming and Leisure Properties, Inc.
Gaming & Leisure Properties, Inc. (Form: 8-K, Received: 02/08/2018 16:24:44)


 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

 
FORM 8-K
 

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): February 8, 2018

 
GAMING AND LEISURE PROPERTIES, INC.
(Exact name of registrant as specified in its charter)
 
PENNSYLVANIA
 
001-36124
 
46-2116489
(State or Other Jurisdiction of
Incorporation or Organization)
 
(Commission file number)
 
(IRS Employer Identification Number)

845 Berkshire Blvd., Suite 200
Wyomissing, PA 19610
(Address of principal executive offices)

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

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (See General Instruction A.2 below):
 
o             Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o             Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o             Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o             Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company   o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.   o
 





 

Item 2.02.  Results of Operations and Financial Condition.
 
On February 8, 2018 , Gaming and Leisure Properties, Inc. issued a press release announcing its financial results for the three months and year ended December 31, 2017 .  A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

The information in this Current Report on Form 8-K, including Exhibit 99.1, is being furnished pursuant to Item 2.02 and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section. The information contained in this Current Report on Form 8-K, including Exhibit 99.1, that is being furnished under this Item 2.02 shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof, except as shall be expressly set forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits.
 
(d) Exhibits
 
 
* * *

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SIGNATURE
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
 
Dated: February 8, 2018
GAMING AND LEISURE PROPERTIES, INC.
 
 
 
 
 
By:
/s/ William J. Clifford
 
Name:
William J. Clifford
 
Title:
Chief Financial Officer



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Exhibit 99.1
IMAGE1A01A13.JPG
 
GAMING AND LEISURE PROPERTIES, INC. ANNOUNCES FOURTH QUARTER AND FULL YEAR 2017 RESULTS

- Establishes 2018 First Quarter and Full Year Guidance -
- Declares 2018 First Quarter Dividend of $0.63 per Common Share -

 
WYOMISSING, PA. — February 8, 2018 — Gaming and Leisure Properties, Inc. (NASDAQ: GLPI) (the “Company”), the first gaming-focused real estate investment trust (“REIT”) in North America, today announced results for the quarter and full year ended December 31, 2017 .
 
Financial Highlights
 
 
 
Three Months Ended 
 December 31,
 
Year Ended December 31,
(in millions, except per share data)
 
2017 Actual
 
2017  Guidance  (1)
 
2016 Actual
 
2017 Actual
 
2017  Guidance  (1)
 
2016 Actual  
Net Revenue
 
$
240.7

 
$
242.6

 
$
238.8

 
$
971.3

 
$
973.2

 
$
828.3

Net Income
 
$
93.3

 
$
96.2

 
$
93.7

 
$
380.6

 
$
383.6

 
$
289.3

Funds From Operations (2)
 
$
118.5

 
$
121.5

 
$
118.6

 
$
481.7

 
$
484.7

 
$
384.9

Adjusted Funds From Operations (3)
 
$
165.3

 
$
168.0

 
$
164.9

 
$
669.5

 
$
672.1

 
$
542.1

Adjusted EBITDA (4)
 
$
219.9

 
$
221.6

 
$
218.2

 
$
884.6

 
$
886.3

 
$
721.4

 
 
 
 
 
 
 
 
 
 
 
 
 
Net income, per diluted common share
 
$
0.43

 
$
0.45

 
$
0.45

 
$
1.79

 
$
1.80

 
$
1.60

 
 
(1)   The guidance figures in the tables above present the guidance provided on October 26, 2017 for the three months and full year ended December 31, 2017 .

(2)   Funds from operations (“FFO”) is net income, excluding (gains) or losses from sales of property and real estate depreciation as defined by NAREIT.

(3)   Adjusted funds from operations (“AFFO”) is FFO, excluding stock based compensation expense, debt issuance costs amortization, other depreciation, amortization of land rights, straight-line rent adjustments and direct financing lease adjustments, reduced by capital maintenance expenditures.

(4)   Adjusted EBITDA is net income, excluding interest, taxes on income, depreciation, (gains) or losses from sales of property, stock based compensation expense, straight-line rent adjustments, direct financing lease adjustments and the amortization of land rights.

Chief Executive Officer, Peter M. Carlino, commented, “Our portfolio of diversified real estate assets continues to deliver dependable cash flow, with cash rent during the fourth quarter slightly exceeding guidance.  We believe our high quality regional gaming assets and well-respected operators are effectively positioned to produce stable and predictable cash flow for our shareholders.”

Mr. Carlino continued, “Our focus remains on identifying opportunities to grow AFFO.  In the fourth quarter, our two largest tenants, Penn National Gaming, Inc. (NASDAQ: PENN) and Pinnacle Entertainment, Inc. (NASDAQ: PNK), announced that PENN intends to acquire PNK.  In agreeing to the transaction, we announced that we would be acquiring two new physical assets,  PENN’s Plainridge Park Casino and PNK’s Belterra Park, for approximately $315 million.  Additionally, in order to facilitate the transaction, we intend to enter into a new lease with Boyd Gaming Corp. (NYSE: BYD), whereby BYD will become the operator for four casino operations they are acquiring from PNK.  In aggregate, this transaction will increase our

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total annual rent by approximately $46 million and will be accretive to our shareholders at closing. We are excited to partner with PENN, PNK and BYD to complete this transaction and demonstrate our commitment to creating value for our shareholders. We continue to explore opportunities for further acquisitions and we remain focused on transactions that will enhance existing GLPI shareholder value.  In our view, seller expectations are often inflated relative to interest rate risk and the market-based performance risk of the assets offered for sale.  We intend to pursue only transactions where the level of accretion compensates for these risks and continues through economic cycles associated with long term leases.”

The Company’s fourth quarter net income, AFFO and Adjusted EBITDA as compared to guidance were primarily impacted by the following:

Corporate overhead had a unfavorable variance of $1.9 million, primarily due to an additional bonus accrual as a result of the pending transaction with PENN, PNK, and BYD;
Interest expense had a favorable variance of $0.5 million; and
Income tax had an unfavorable variance of $1.8 million due to an adjustment at the TRS Properties for the December 22, 2017 Tax Cuts and Jobs Act. The TRS Properties' deferred taxes were adjusted to reflect the newly enacted 21% tax rate from the previous 35% tax rate.

Portfolio Update
 
GLPI owns over 4,400 acres of land and approximately 15 million square feet of building space, which was 100% occupied as of December 31, 2017 . At the end of the fourth quarter of 2017 , the Company owned the real estate associated with 38 casino facilities and leases 20 of these facilities to PENN, 15 of these facilities to PNK and one to Casino Queen in East St. Louis, Illinois. Two of the gaming facilities, located in Baton Rouge, Louisiana and Perryville, Maryland, are owned and operated by a subsidiary of GLPI, GLP Holdings, Inc., (collectively, the “TRS Properties”).

Capital maintenance expenditures at the TRS Properties were $ 1.0 million for the three months ended December 31, 2017 .

Balance Sheet Update
 
The Company had $29.1 million of unrestricted cash and $4.4 billion in total debt, including $1.1 billion of debt outstanding under its unsecured credit facility term loans and no outstanding balance under its unsecured credit facility revolver at December 31, 2017 .  The Company’s debt structure as of December 31, 2017 was as follows:
 
 
As of December 31, 2017
 
 
Interest Rate
 
Balance
 
 
 
 
(in thousands)
Unsecured Term Loan A (1)
 
3.052
%
 
$
230,000

Unsecured Term Loan A-1 (1)
 
2.960
%
 
825,000

Senior Unsecured Notes Due 2018
 
4.375
%
 
550,000

Senior Unsecured Notes Due 2020
 
4.875
%
 
1,000,000

Senior Unsecured Notes Due 2021
 
4.375
%
 
400,000

Senior Unsecured Notes Due 2023
 
5.375
%
 
500,000

Senior Unsecured Notes Due 2026
 
5.375
%
 
975,000

Capital Lease
 
4.780
%
 
1,230

Total long-term debt
 
 

 
$
4,481,230

Less: unamortized debt issuance costs
 
 
 
(38,350
)
Total long-term debt, net of unamortized debt issuance costs
 
 
 
$
4,442,880

 
(1)   The rate on the term loan facilities and revolver is LIBOR plus 1.50%. The Company's revolver and $300.0 million term loan credit facility mature on October 28, 2018 and the incremental term loan of $825.0 million matures on April 28, 2021.
 
As of December 31, 2017 , the Company had 212,751,346 weighted average diluted shares outstanding.




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Dividends
 
On October 19, 2017 , the Company’s Board of Directors declared the fourth quarter 2017 dividend.  Shareholders of record on December 1, 2017 received $0.63 per common share, which was paid on December 15, 2017 .  On February 1, 2018 , the Company declared its first quarter 2018 dividend of $0.63 per common share, payable on March 23, 2018 to shareholders of record on March 9, 2018 .

Guidance

The table below sets forth current guidance targets for financial results for the 2018 first quarter and full year, based on the following assumptions:

Excludes any impact of the transactions announced on December 18, 2017 with PENN, PNK, and BYD, which are expected to close in the second half of 2018;

Reported rental income of approximately $880.8 million for the year and $209.1 million for the first quarter, consisting of:
(in millions)
 
First Quarter
 
Full Year
Cash Rental Receipts
 
 
 
 
PENN
 
$
115.8

 
$
460.4

PNK
 
100.4

 
406.4

Casino Queen
 
3.6

 
14.4

PENN non-assigned land lease
 
(0.7
)
 
(2.9
)
Total Cash Rental Receipts
 
$
219.1

 
$
878.3

 
 
 
 
 
Non-Cash Adjustments
 
 
 
 
Straight-line rent
 
$
(16.6
)
 
$
(51.9
)
PNK direct financing lease
 
(18.2
)
 
(45.2
)
Property taxes paid by tenants
 
21.8

 
87.3

Land leases paid by tenants
 
3.0

 
12.3

Total Rent as Reported
 
$
209.1

 
$
880.8


Cash rent includes incremental escalator on the PENN building rent component effective November 1, 2017, which increases 2018 annual rent by $2.0 million and no additional escalator assumed effective November 1, 2018;

Five year variable rent reset on the PENN lease effective November 1, 2018, which reduces 2018 annual rent by $1.9 million;

Cash rent includes incremental escalator on the PNK building rent component effective April 28, 2017, which increases 2018 annual rent by $1.9 million and no additional escalator assumed effective April 28, 2018;

Two year variable rent reset on the PNK lease effective April 28, 2018, which reduces 2018 annual rent by $0.6 million;

Adjusted EBITDA from the TRS Properties of approximately $36.6 million for the year and $10.1 million for the first quarter;

Blended income tax rate at the TRS Properties of 31%;
 
LIBOR is based on the forward yield curve; and


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The basic share count is approximately 214.2 million shares for the year and 213.8 million shares for the first quarter and the fully diluted share count is approximately 215.4 million shares for the year and 215.1 million shares for the first quarter.


 
 
Three Months Ended March 31,
 
Full Year Ending  December 31,
(in millions, except per share data)
 
2018  Guidance
 
2017  Actual
 
2018 Guidance
 
2017   Actual
Net Revenue
 
$
245.2

 
$
242.7

 
$
1,019.0

 
$
971.3

 
 
 
 
 
 
 
 
 
Net Income
 
$
97.5

 
$
94.0

 
$
431.0

 
$
380.6

Losses or (gains) from dispositions of property
 

 
0.1

 

 
0.5

Real estate depreciation
 
24.6

 
24.9

 
98.6

 
100.6

Funds From Operations (1)
 
$
122.1

 
$
119.0

 
$
529.6

 
$
481.7

Straight-line rent adjustments
 
16.6

 
16.2

 
51.9

 
66.0

Direct financing lease adjustments
 
18.2

 
17.6

 
45.2

 
73.1

Other depreciation
 
2.9

 
3.4

 
11.6

 
12.9

Amortization of land rights
 
2.7

 
2.3

 
10.9

 
10.4

Debt issuance costs amortization
 
3.3

 
3.3

 
13.0

 
13.0

Stock based compensation
 
4.1

 
4.5

 
16.4

 
15.6

Maintenance CAPEX
 
(1.2
)
 
(0.5
)
 
(4.3
)
 
(3.2
)
Adjusted Funds From Operations (2)
 
$
168.7

 
$
165.8

 
$
674.3

 
$
669.5

Interest, net
 
53.2

 
53.5

 
215.3

 
215.1

Income tax expense
 
1.8

 
2.5

 
6.2

 
9.8

Maintenance CAPEX
 
1.2

 
0.5

 
4.3

 
3.2

Debt issuance costs amortization
 
(3.3
)
 
(3.3
)
 
(13.0
)
 
(13.0
)
Adjusted EBITDA (3)
 
$
221.6

 
$
219.0

 
$
887.1

 
$
884.6

 
 
 
 
 
 
 
 
 
Net income, per diluted common share
 
$
0.45

 
$
0.45

 
$
2.00

 
$
1.79

 
 
(1)           FFO is net income, excluding (gains) or losses from sales of property and real estate depreciation as defined by NAREIT.

(2)          AFFO is FFO, excluding stock based compensation expense, debt issuance costs amortization, other depreciation, amortization of land rights, straight-line rent adjustments and direct financing lease adjustments, reduced by capital maintenance expenditures.

(3)          Adjusted EBITDA is net income, excluding interest, taxes on income, depreciation, (gains) or losses from sales of property, stock based compensation expense, straight-line rent adjustments, direct financing lease adjustments and the amortization of land rights.




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Conference Call Details
 
The Company will hold a conference call on February 8, 2018 at 11:00 a.m. (Eastern Time) to discuss its financial results, current business trends and market conditions.
 
Webcast
 
The conference call will be available in the Investor Relations section of the Company's website at www.glpropinc.com. To listen to a live broadcast, go to the site at least 15 minutes prior to the scheduled start time in order to register, download and install any necessary audio software. A replay of the call will also be available for 90 days on the Company’s website.
 
To Participate in the Telephone Conference Call:
Dial in at least five minutes prior to start time.
Domestic: 1-877-407-0784
International: 1-201-689-8560

Conference Call Playback :
Domestic: 1-844-512-2921
International: 1-412-317-6671
Passcode: 13675400
The playback can be accessed through February 15, 2018

Disclosure Regarding Non-GAAP Financial Measures
 
Funds From Operations (“FFO”), Adjusted Funds From Operations (“AFFO”) and Adjusted EBITDA, which are detailed in the reconciliation tables that accompany this release, are used by the Company as performance measures for benchmarking against the Company’s peers and as internal measures of business operating performance, which is used for a bonus metric. The Company believes FFO, AFFO, and Adjusted EBITDA provide a meaningful perspective of the underlying operating performance of the Company’s current business.  This is especially true since these measures exclude real estate depreciation, and we believe that real estate values fluctuate based on market conditions rather than depreciating in value ratably on a straight-line basis over time. In addition, in order for the Company to qualify as a REIT, it must distribute 90% of its REIT taxable income annually. The Company adjusts AFFO accordingly to provide our investors an estimate of taxable income for this distribution requirement. Direct financing lease adjustments represent the portion of cash rent we receive from tenants that is applied against our lease receivable and thus not recorded as revenue and the amortization of land rights represents the non-cash amortization of the value assigned to the Company's assumed ground leases.

FFO, AFFO and Adjusted EBITDA are non-GAAP financial measures, that are considered a supplemental measure for the real estate industry and a supplement to GAAP measures. NAREIT defines FFO as net income (computed in accordance with generally accepted accounting principles), excluding (gains) or losses from sales of property and real estate depreciation.  We have defined AFFO as FFO excluding stock based compensation expense, debt issuance costs amortization, other depreciation, amortization of land rights, straight-line rent adjustments and direct financing lease adjustments, reduced by capital maintenance expenditures. Finally, we have defined Adjusted EBITDA as net income excluding interest, taxes on income, depreciation, (gains) or losses from sales of property, stock based compensation expense, straight-line rent adjustments, direct financing lease adjustments and the amortization of land rights.

FFO, AFFO and Adjusted EBITDA are not recognized terms under GAAP.  Because certain companies do not calculate FFO, AFFO, and Adjusted EBITDA in the same way and certain other companies may not perform such calculation, those measures as used by other companies may not be consistent with the way the Company calculates such measures and should not be considered as alternative measures of operating profit or net income. The Company’s presentation of these measures does not replace the presentation of the Company’s financial results in accordance with GAAP.

About Gaming and Leisure Properties

GLPI is engaged in the business of acquiring, financing, and owning real estate property to be leased to gaming operators in triple-net lease arrangements, pursuant to which the tenant is responsible for all facility maintenance, insurance required in connection with the leased properties and the business conducted on the leased properties, taxes levied on or with respect to the leased properties and all utilities and other services necessary or appropriate for the leased properties and the business conducted on the leased properties. GLPI expects to grow its portfolio by pursuing opportunities to acquire additional gaming

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facilities to lease to gaming operators. GLPI also intends to diversify its portfolio over time, including by acquiring properties outside the gaming industry to lease to third parties. GLPI elected to be taxed as a REIT for United States federal income tax purposes commencing with the 2014 taxable year and is the first gaming-focused REIT in North America.

Forward-Looking Statements

This press release includes “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended, including statements regarding our financial outlook for the first quarter of 2018 and the full 2018 fiscal year; our expectations regarding future acquisitions and the expected impact of PENN's proposed acquisition of PNK, refinancing of indebtedness and dividend payments. Forward looking statements can be identified by the use of forward looking terminology such as “expects,” “believes,” “estimates,” “intends,” “may,” “will,” “should” or “anticipates” or the negative or other variation of these or similar words, or by discussions of future events, strategies or risks and uncertainties. Such forward looking statements are inherently subject to risks, uncertainties and assumptions about GLPI and its subsidiaries, including risks related to the following: the availability of and the ability to identify suitable and attractive acquisition and development opportunities and the ability to acquire and lease those properties on favorable terms; the ability to receive, or delays in obtaining, the regulatory approvals required to own and/or operate its properties, or other delays or impediments to completing GLPI’s planned acquisitions or projects, including the acquisitions of the physical assets at PENN's Plainridge Park Casino and PNK's Belterra Park and the other transactions contemplated in connection with PENN's proposed acquisition of PNK; the satisfaction of the conditions to closing of each of PENN, PNK, and BYD, including the timely receipt of all necessary regulatory approvals, financing and other matters, in connection with PENN's proposed acquisition of PNK and the related divestitures to BYD; GLPI's ability to maintain its status as a REIT; our ability to access capital through debt and equity markets in amounts and at rates and costs acceptable to GLPI, including through GLPI's existing ATM program; changes in the U.S. tax law and other state, federal or local laws, whether or not specific to REITs or to the gaming or lodging industries; and other factors described in GLPI’s Annual Report on Form 10-K for the year ended December 31, 2016, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, each as filed with the Securities and Exchange Commission. All subsequent written and oral forward-looking statements attributable to GLPI or persons acting on GLPI’s behalf are expressly qualified in their entirety by the cautionary statements included in this press release. GLPI undertakes no obligation to publicly update or revise any forward-looking statements contained or incorporated by reference herein, whether as a result of new information, future events or otherwise, except as required by law. In light of these risks, uncertainties and assumptions, the forward looking events discussed in this press release may not occur.

Additional Information

This communication shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the U.S. Securities Act of 1933, as amended. In connection with the establishment of its ATM Program, the Company filed with the SEC a prospectus supplement dated August 9, 2016 to the prospectus contained in its effective Registration Statement on Form S-3 (No. 333-210423), filed with the SEC on March 28, 2016.  This communication is not a substitute for the filed Registration Statement/prospectus or any other document that the Company may file with the SEC or send to its shareholders in connection with the proposed transactions. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT AND PROSPECTUS THAT HAVE BEEN FILED WITH THE SEC AND OTHER RELEVANT DOCUMENTS THAT WILL BE FILED WITH THE SEC IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY CONTAIN, OR WILL CONTAIN, IMPORTANT INFORMATION. You may obtain free copies of the registration statement/prospectus and other relevant documents filed by the Company with the SEC at the SEC’s website at www.sec.gov. Copies of the documents filed with the SEC by the Company are available free of charge on the Company’s investor relations website at investors.glpropinc.com or by contacting the Company’s investor relations representative at (203) 682-8211.

Contact
 
Investor Relations – Gaming and Leisure Properties, Inc.
Bill Clifford
T: 610-401-2900
Email: Bclifford@glpropinc.com

Hayes Croushore
T: 610-378-8396
Email: Hcroushore@glpropinc.com

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GAMING AND LEISURE PROPERTIES, INC. AND SUBSIDIARIES
Consolidated Statements of Operations
(in thousands, except per share data) (unaudited)

        
 
Three Months Ended 
 December 31,
 
Year Ended 
 December 31,
 
2017
 
2016
 
2017
 
2016
Revenues
 

 
 

 
 

 
 

Rental income
$
169,236

 
$
164,464

 
$
671,190

 
$
567,444

Income from direct financing lease
18,956

 
18,131

 
74,333

 
48,917

Real estate taxes paid by tenants
19,716

 
19,905

 
83,698

 
67,843

Total rental revenue and income from direct financing lease
207,908

 
202,500

 
829,221

 
684,204

Gaming, food, beverage and other
33,919

 
37,748

 
146,866

 
149,661

Total revenues
241,827

 
240,248

 
976,087

 
833,865

Less promotional allowances
(1,130
)
 
(1,449
)
 
(4,780
)
 
(5,610
)
Net revenues
240,697

 
238,799

 
971,307

 
828,255

Operating expenses
 

 
 

 
 

 
 

Gaming, food, beverage and other
18,852

 
20,170

 
80,487

 
82,463

Real estate taxes
19,860

 
20,300

 
84,666

 
69,448

Land rights and ground lease expense
6,378

 
5,138

 
24,005

 
14,799

General and administrative
17,322

 
16,041

 
63,151

 
71,368

Depreciation
28,168

 
28,287

 
113,480

 
109,554

Total operating expenses
90,580

 
89,936

 
365,789

 
347,632

Income from operations
150,117

 
148,863

 
605,518

 
480,623

 
 
 
 
 
 
 
 
Other income (expenses)
 

 
 

 
 

 
 

Interest expense
(53,969
)
 
(53,679
)
 
(217,068
)
 
(185,896
)
Interest income
492

 
471

 
1,935

 
2,123

Total other expenses
(53,477
)
 
(53,208
)
 
(215,133
)
 
(183,773
)
 
 
 
 
 
 
 
 
Income from operations before income taxes
96,640

 
95,655

 
390,385

 
296,850

  Income tax expense
3,381

 
1,963

 
9,787

 
7,545

Net income
$
93,259

 
$
93,692

 
$
380,598

 
$
289,305

 
 
 
 
 
 
 
 
Earnings per common share:
 

 
 

 
 

 
 

Basic earnings per common share
$
0.44

 
$
0.45

 
$
1.80

 
$
1.62

Diluted earnings per common share
$
0.43

 
$
0.45

 
$
1.79

 
$
1.60

 
  



7



GAMING AND LEISURE PROPERTIES, INC. AND SUBSIDIARIES
Operations
(in thousands) (unaudited)
 
 
NET REVENUES
 
ADJUSTED EBITDA
 
Three Months Ended 
 December 31,
 
Three Months Ended 
 December 31,
 
2017
 
2016
 
2017
 
2016
Real estate
$
207,908

 
$
202,500

 
$
211,919

 
$
208,597

GLP Holdings, LLC (TRS)
32,789

 
36,299

 
8,023

 
9,625

Total
$
240,697

 
$
238,799

 
$
219,942

 
$
218,222

 
 
 
 
 
 
 
 
 
NET REVENUES
 
ADJUSTED EBITDA
 
Year Ended 
 December 31,
 
Year Ended 
 December 31,
 
2017
 
2016
 
2017
 
2016
Real estate
$
829,221

 
$
684,204

 
$
846,347

 
$
684,063

GLP Holdings, LLC (TRS)
142,086

 
144,051

 
38,215

 
37,340

Total
$
971,307

 
$
828,255

 
$
884,562

 
$
721,403


 
GAMING AND LEISURE PROPERTIES, INC. AND SUBSIDIARIES
General and Administrative Expenses
(in thousands) (unaudited)
 
        
 
Three Months Ended 
 December 31,
 
Year Ended 
 December 31,
 
2017
 
2016
 
2017
 
2016
Real estate general and administrative expenses (1)
$
11,518

 
$
9,908

 
$
40,123

 
$
48,640

GLP Holdings, LLC (TRS) general and administrative expenses  (1)
5,804

 
6,133

 
23,028

 
22,728

Total
$
17,322

 
$
16,041

 
$
63,151

 
$
71,368

 
 
(1) General and administrative expenses include payroll related expenses, insurance, utilities, professional fees and other administrative costs.


8



Reconciliation of Net income (GAAP) to FFO, FFO to AFFO, and AFFO to Adjusted EBITDA
Gaming and Leisure Properties, Inc. and Subsidiaries
CONSOLIDATED
(in thousands) (unaudited)
 
 
        
 
Three Months Ended 
 December 31,
 
Year Ended 
 December 31,
 
2017
 
2016
 
2017
 
2016
Net income
$
93,259

 
$
93,692

 
$
380,598

 
$
289,305

Losses or (gains) from dispositions of property
15

 
5

 
530

 
(455
)
Real estate depreciation
25,264

 
24,910

 
100,576

 
96,074

Funds from operations
$
118,538

 
$
118,607

 
$
481,704

 
$
384,924

Straight-line rent adjustments
16,616

 
16,244

 
65,971

 
58,673

Direct financing lease adjustments
18,613

 
18,004

 
73,072

 
48,533

Other depreciation (1)
2,904

 
3,377

 
12,904

 
13,480

Amortization of land rights
2,728

 
2,311

 
10,355

 
6,163

Debt issuance costs amortization
3,256

 
3,257

 
13,026

 
15,146

Stock based compensation
3,685

 
4,508

 
15,636

 
18,312

Maintenance CAPEX (2)
(991
)
 
(1,418
)
 
(3,178
)
 
(3,111
)
Adjusted funds from operations
$
165,349

 
$
164,890

 
$
669,490

 
$
542,120

Interest, net
53,477

 
53,208

 
215,133

 
183,773

Income tax expense
3,381

 
1,963

 
9,787

 
7,545

Maintenance CAPEX  (2)
991

 
1,418

 
3,178

 
3,111

Debt issuance costs amortization
(3,256
)
 
(3,257
)
 
(13,026
)
 
(15,146
)
Adjusted EBITDA
$
219,942

 
$
218,222

 
$
884,562

 
$
721,403

 
 
(1) Other depreciation includes both real estate and equipment depreciation from the Company's taxable REIT subsidiaries as well as equipment depreciation from the REIT subsidiaries.

(2) Capital maintenance expenditures are expenditures to replace existing fixed assets with a useful life greater than one year that are obsolete, worn out or no longer cost effective to repair.

9



Reconciliation of Net income (GAAP) to FFO, FFO to AFFO, and AFFO to Adjusted EBITDA
Gaming and Leisure Properties, Inc. and Subsidiaries
REAL ESTATE and CORPORATE (REIT)
(in thousands) (unaudited)
 
        
 
Three Months Ended 
 December 31,
 
Year Ended 
 December 31,
 
2017
 
2016
 
2017
 
2016
Net income
$
93,374

 
$
91,279

 
$
372,832

 
$
280,295

Gains from dispositions of property

 

 

 
(471
)
Real estate depreciation
25,264

 
24,910

 
100,576

 
96,074

Funds from operations
$
118,638

 
$
116,189

 
$
473,408

 
$
375,898

Straight-line rent adjustments
16,616

 
16,244

 
65,971

 
58,673

Direct financing lease adjustments
18,613

 
18,004

 
73,072

 
48,533

Other depreciation (1)
518

 
524

 
2,076

 
2,097

Amortization of land rights
2,728

 
2,311

 
10,355

 
6,163

Debt issuance costs amortization
3,256

 
3,257

 
13,026

 
15,146

Stock based compensation
3,685

 
4,508

 
15,636

 
18,312

Maintenance CAPEX

 

 

 

Adjusted funds from operations
$
164,054

 
$
161,037

 
$
653,544

 
$
524,822

Interest, net (2)
50,876

 
50,607

 
204,730

 
173,371

Income tax expense
245

 
210

 
1,099

 
1,016

Maintenance CAPEX

 

 

 

Debt issuance costs amortization
(3,256
)
 
(3,257
)
 
(13,026
)
 
(15,146
)
Adjusted EBITDA
$
211,919

 
$
208,597

 
$
846,347

 
$
684,063

 
 
(1) Other depreciation includes both real estate and equipment depreciation from the Company's taxable REIT subsidiaries as well as equipment depreciation from the REIT subsidiaries.

(2)   Interest expense, net is net of intercompany interest eliminations of $ 2.6 million and $10.4 million for both the three months and years ended ended December 31, 2017 and 2016 , respectively.


10



Reconciliation of Net income (GAAP) to FFO, FFO to AFFO, and AFFO to Adjusted EBITDA
Gaming and Leisure Properties, Inc. and Subsidiaries
GLP HOLDINGS, LLC (TRS)
(in thousands) (unaudited)
 
        
 
Three Months Ended 
 December 31,
 
Year Ended 
 December 31,
 
2017
 
2016
 
2017
 
2016
Net income
$
(115
)
 
$
2,413

 
$
7,766

 
$
9,010

Losses from dispositions of property
15

 
5

 
530

 
16

Real estate depreciation

 

 

 

Funds from operations
$
(100
)
 
$
2,418

 
$
8,296

 
$
9,026

Straight-line rent adjustments

 

 

 

Direct financing lease adjustments

 

 

 

Other depreciation (1)
2,386

 
2,853

 
10,828

 
11,383

Amortization of land rights

 

 

 

Debt issuance costs amortization

 

 

 

Stock based compensation

 

 

 

Maintenance CAPEX (2)
(991
)
 
(1,418
)
 
(3,178
)
 
(3,111
)
Adjusted funds from operations
$
1,295

 
$
3,853

 
$
15,946

 
$
17,298

Interest, net
2,601

 
2,601

 
10,403

 
10,402

Income tax expense
3,136

 
1,753

 
8,688

 
6,529

Maintenance CAPEX (2)
991

 
1,418

 
3,178

 
3,111

Debt issuance costs amortization

 

 

 

Adjusted EBITDA
$
8,023

 
$
9,625

 
$
38,215

 
$
37,340

 
 
(1) Other depreciation includes both real estate and equipment depreciation from the Company's taxable REIT subsidiaries as well as equipment depreciation from the REIT subsidiaries.

(2) Capital maintenance expenditures are expenditures to replace existing fixed assets with a useful life greater than one year that are obsolete, worn out or no longer cost effective to repair.


11