Document
false0001575965 0001575965 2020-02-20 2020-02-20


 
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 20, 2020
 
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 No.)

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):
     
   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of each class
 
Trading Symbol(s)
 
Name of each exchange on which registered
Common Stock, par value $.01 per share
 
GLPI
 
Nasdaq

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

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.   





 

Item 2.02.  Results of Operations and Financial Condition.
 
On February 20, 2020, Gaming and Leisure Properties, Inc. issued a press release announcing its financial results for the three and twelve months ended December 31, 2019.  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 and shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits.
 
(d) Exhibits
 
Exhibit
Number
 
Description
 
 
 
99.1
 
 
 
 
104
 
The cover page from the Company's Current Report on Form 8-K, dated February 20, 2020, formatted in Inline XBRL.
 
* * *

2



SIGNATURE
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
Dated: February 21, 2020
GAMING AND LEISURE PROPERTIES, INC.
 
 
 
 
 
By:
/s/ Steven T. Snyder
 
Name:
Steven T. Snyder
 
Title:
Chief Financial Officer



3
Exhibit


Exhibit 99.1
https://cdn.kscope.io/4f737cdd18f091383e3c32b3a775a623-image1a01a20.jpg
 
GAMING AND LEISURE PROPERTIES, INC. REPORTS FOURTH QUARTER 2019 RESULTS

- Establishes 2020 First Quarter and Full Year Guidance -

WYOMISSING, PA — February 20, 2020 — Gaming and Leisure Properties, Inc. (NASDAQ: GLPI) (“GLPI” or the “Company”) today announced results for the quarter ended December 31, 2019. On a year-over-year basis, fourth quarter income from operations grew 52.0%, net income increased 148.8%, Adjusted EBITDA increased 1.0% and funds from operations (“FFO”) and adjusted funds from operations (“AFFO”) rose 73.3% and 3.9%, respectively. The fourth quarter year-over-year financial growth reflects GLPI’s October 15, 2018 acquisition of the real property assets operated by Eldorado Resorts, Inc. (“ERI”) and the impact in the fourth quarter of 2018 of a non-cash $59.5 million goodwill impairment charge.

“The fourth quarter concluded what was another strong year for GLPI and our shareholders, as we generated durable income from our best-in-class regional gaming portfolio, strengthened the Company's financial position and increased our return of capital to shareholders,” said Chairman and Chief Executive Officer Peter Carlino. “In 2019, we delivered a total shareholder return of over 42%, as our leading diversified portfolio of regional gaming assets, managed by the top operators in the industry, gains growing attention and appreciation in the capital markets for generating one of the triple-net REIT sector's most stable cash flow streams. We remain focused on opportunistically identifying and pursuing portfolio enhancing accretive transactions that meet our stringent underwriting requirements while prudently managing our balance sheet and capital structure. The GLPI team remains committed to furthering the Company's long-term record of driving attractive total shareholder returns and maximizing value in 2020 and beyond.”

During the 2019 fourth quarter, GLPI shareholders received a quarterly cash dividend of $0.70 per share, marking a 2.9% increase over the comparable period in 2018. GLPI's full year 2019 dividends of $2.74 represents growth of 6.61% compared with full year 2018 dividends and GLPI's annualized fourth quarter dividend of $2.80 marks a 5.31% compound annual growth rate since the Company's formation. The current annual cash dividend of $2.80 represents a yield of 5.7% based on the $48.92 per share closing price of the Company's stock on February 19, 2020.

Financial Highlights
 
 
 
Three Months Ended 
 December 31,
 
Year Ended December 31,
(in millions, except per share data)
 
2019 Actual
 
2018 Actual
 
2019 Actual
 
2018 Actual 
Total Revenue
 
$
289.0

 
$
303.3

 
$
1,153.5

 
$
1,055.7

Income From Operations
 
$
188.3

 
$
123.9

 
$
717.4

 
$
593.8

Net Income
 
$
114.3

 
$
45.9

 
$
390.9

 
$
339.5

FFO (1)
 
$
168.8

 
$
97.4

 
$
621.7

 
$
465.4

AFFO (2)
 
$
188.6

 
$
181.6

 
$
743.2

 
$
683.6

Adjusted EBITDA (3)
 
$
260.5

 
$
258.0

 
$
1,040.3

 
$
926.6

 
 
 
 
 
 
 
 
 
Net income, per diluted common share
 
$
0.53

 
$
0.21

 
$
1.81

 
$
1.58

FFO, per diluted common share
 
$
0.78

 
$
0.45

 
$
2.88

 
$
2.17

AFFO, per diluted common share
 
$
0.87

 
$
0.84

 
$
3.44

 
$
3.18

 
 
(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, the amortization of debt issuance costs, bond premiums and original issuance discounts, other depreciation, amortization of land rights, straight-line rent adjustments, direct financing lease adjustments, losses on debt extinguishment, retirement costs and goodwill and loan impairment charges, reduced by capital maintenance expenditures.


1



(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, amortization of land rights, losses on debt extinguishment, retirement costs and goodwill and loan impairment charges.

Portfolio Update

GLPI's primary business consists of acquiring, financing, and owning real estate property to be leased to gaming operators in triple-net lease arrangements. As of December 31, 2019, GLPI's portfolio consisted of interests in 44 gaming and related facilities, including wholly-owned and operated Hollywood Casino Baton Rouge and Hollywood Casino Perryville, which are referred to as the "TRS Properties", the real property associated with 32 gaming and related facilities operated by Penn National Gaming, Inc. (“PENN”), the real property associated with 5 gaming and related facilities operated by ERI, the real property associated with 4 gaming and related facilities operated by Boyd Gaming Corporation (“BYD”) (including one mortgaged facility) and the real property associated with the Casino Queen in East St. Louis, Illinois. These facilities are geographically diversified across 16 states and contain approximately 22.1 million square feet.


2



Guidance

The table below sets forth current guidance targets for financial results for the 2020 first quarter and full year, based on the following assumptions:

Reported range of revenue from real estate of approximately $1,065.6 to $1,067.7 million for the year and $259.4 million for the first quarter (no additional escalators during the first quarter) consisting of:
(in millions)
 
Three Months Ending March 31, 2020
 
Full Year Ending December 31, 2020
 
 
First Quarter
 
Full Year Range
Cash Revenue from Real Estate
 
 
 
 
 
 
PENN
 
$
205.5

 
$
819.7

 
$
820.8

ERI
 
27.9

 
111.2

 
111.2

BYD
 
26.3

 
104.6

 
105.6

Casino Queen
 
3.6

 
14.5

 
14.5

PENN non-assigned land lease
 
(0.7
)
 
(2.8
)
 
(2.8
)
Total Cash Revenue from Real Estate
 
$
262.6

 
$
1,047.2

 
$
1,049.3

 
 
 
 
 
 
 
Non-Cash Adjustments
 
 
 
 
 
 
Straight-line rent
 
$
(8.6
)
 
$
(2.6
)
 
$
(2.6
)
Land leases paid by tenants
 
5.4

 
21.0

 
21.0

Total Revenue from Real Estate as Reported
 
$
259.4

 
$
1,065.6

 
$
1,067.7


High range includes 2020 escalators for PENN, Meadows, ERI and BYD whereas low range includes only ERI;

Assumes free cash flow after dividends and borrowings on the revolver are used to pay the $215.2 million balance of the Senior Unsecured Notes Due November 2020 and no other refinancing transactions;

Adjusted EBITDA from the TRS Properties of approximately $29.1 million for the year and $8.0 million for the first quarter;

Blended income tax rate at the TRS Properties of 26%;
 
LIBOR is based on the forward yield curve; and

The basic share count is approximately 215.1 million shares for the year and the first quarter and the fully diluted share count is approximately 215.6 million shares for the year and 215.5 million shares for the first quarter.


3



 
 
Three Months Ended March 31,
 
Full Year Ended December 31,
(in millions, except per share data)
 
2020 Guidance
 
2019  Actual
 
2020 Guidance Range
 
2019   Actual
Total Revenue
 
$
292.8

 
$
287.9

 
$
1,193.9

 
$
1,196.1

 
$
1,153.5

 
 
 
 
 
 
 
 
 
 
 
Net Income
 
$
113.9

 
$
93.0

 
$
489.4

 
$
495.5

 
$
390.9

Losses from dispositions of property
 

 

 

 

 
0.1

Real estate depreciation
 
54.3

 
55.7

 
216.7

 
216.7

 
230.7

Funds From Operations (1)
 
$
168.2

 
$
148.7

 
$
706.1

 
$
712.2

 
$
621.7

Straight-line rent adjustments
 
8.6

 
8.6

 
2.6

 
2.6

 
34.6

Other depreciation
 
2.3

 
2.9

 
8.5

 
8.5

 
9.7

Amortization of land rights
 
3.0

 
3.1

 
12.0

 
12.0

 
18.5

Amortization of debt issuance costs, bond premiums and original issuance discounts
 
2.9

 
2.9

 
11.0

 
11.0

 
11.5

Stock based compensation
 
4.4

 
4.3

 
17.0

 
17.0

 
16.2

Losses on debt extinguishment
 

 

 

 

 
21.0

Loan impairment charges
 

 
13.0

 

 

 
13.0

Capital maintenance expenditures
 
(1.1
)
 
(0.5
)
 
(3.8
)
 
(3.8
)
 
(3.0
)
Adjusted Funds From Operations (2)
 
$
188.3

 
$
183.0

 
$
753.4

 
$
759.5

 
$
743.2

Interest, net
 
74.0

 
76.7

 
293.3

 
293.3

 
300.8

Income tax expense
 
1.3

 
1.1

 
4.5

 
4.5

 
4.8

Capital maintenance expenditures
 
1.1

 
0.5

 
3.8

 
3.8

 
3.0

Amortization of debt issuance costs, bond premiums and original issuance discounts
 
(2.9
)
 
(2.9
)
 
(11.0
)
 
(11.0
)
 
(11.5
)
Adjusted EBITDA (3)
 
$
261.8

 
$
258.4

 
$
1,044.0

 
$
1,050.1

 
$
1,040.3

 
 
 
 
 
 
 
 
 
 
 
Net income, per diluted common share
 
$
0.53

 
$
0.43

 
$
2.27

 
$
2.30

 
$
1.81

FFO, per diluted common share
 
$
0.78

 
$
0.69

 
$
3.27

 
$
3.30

 
$
2.88

AFFO, per diluted common share
 
$
0.87

 
$
0.85

 
$
3.49

 
$
3.52

 
$
3.44

 
 
(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, amortization of debt issuance costs, bond premiums and original issuance discounts, other depreciation, amortization of land rights, straight-line rent adjustments, direct financing lease adjustments, losses on debt extinguishment, retirement costs, and goodwill impairment charges and loan impairment charges, 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, amortization of land rights, losses on debt extinguishment, retirement costs, and goodwill impairment charges and loan impairment charges.

4




Conference Call Details
 
The Company will hold a conference call on February 21, 2020 at 10:00 a.m. (Eastern Time) to discuss its financial results, current business trends and market conditions.
 
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: 13698085
The playback can be accessed through February 28, 2020.

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 software. A replay of the call will also be available for 90 days thereafter on the Company’s website.


5



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,
 
2019
 
2018
 
2019
 
2018
Revenues
 

 
 

 
 

 
 

Rental income
$
251,136

 
$
238,108

 
$
996,166

 
$
747,654

Income from direct financing lease

 
4,671

 

 
81,119

Interest income from real estate loans
7,316

 
6,943

 
28,916

 
6,943

Real estate taxes paid by tenants

 
23,435

 

 
87,466

Total income from real estate
258,452

 
273,157

 
1,025,082

 
923,182

Gaming, food, beverage and other
30,532

 
30,160

 
128,391

 
132,545

Total revenues
288,984

 
303,317

 
1,153,473

 
1,055,727

Operating expenses
 

 
 

 
 

 
 

Gaming, food, beverage and other
17,961

 
18,100

 
74,700

 
77,127

Real estate taxes

 
23,776

 

 
88,757

Land rights and ground lease expense
8,866

 
8,898

 
42,438

 
28,358

General and administrative
17,211

 
14,856

 
65,477

 
71,128

Depreciation
56,690

 
54,349

 
240,435

 
137,093

  Loan impairment charges

 

 
13,000

 

  Goodwill impairment charges

 
59,454

 

 
59,454

Total operating expenses
100,728

 
179,433

 
436,050

 
461,917

Income from operations
188,256

 
123,884

 
717,423

 
593,810

 
 
 
 
 
 
 
 
Other income (expenses)
 

 
 

 
 

 
 

Interest expense
(73,158
)
 
(76,220
)
 
(301,520
)
 
(247,684
)
Interest income
184

 
(963
)
 
756

 
1,827

  Losses on debt extinguishment

 

 
(21,014
)
 
(3,473
)
Total other expenses
(72,974
)
 
(77,183
)
 
(321,778
)
 
(249,330
)
 
 
 
 
 
 
 
 
Income from operations before income taxes
115,282

 
46,701

 
395,645

 
344,480

  Income tax expense
991

 
770

 
4,764

 
4,964

Net income
$
114,291

 
$
45,931

 
$
390,881

 
$
339,516

 
 
 
 
 
 
 
 
Earnings per common share:
 

 
 

 
 

 
 

Basic earnings per common share
$
0.53

 
$
0.21

 
$
1.82

 
$
1.59

Diluted earnings per common share
$
0.53

 
$
0.21

 
$
1.81

 
$
1.58

 
  



6



GAMING AND LEISURE PROPERTIES, INC. AND SUBSIDIARIES
Operations
(in thousands) (unaudited)
 
 
TOTAL REVENUES
 
ADJUSTED EBITDA
 
Three Months Ended 
 December 31,
 
Three Months Ended 
 December 31,
 
2019
 
2018
 
2019
 
2018
Real estate
$
258,452

 
$
273,157

 
$
253,762

 
$
251,694

GLP Holdings, LLC (TRS)
30,532

 
30,160

 
6,735

 
6,268

Total
$
288,984

 
$
303,317

 
$
260,497

 
$
257,962

 
 
 
 
 
 
 
 
 
TOTAL REVENUES
 
ADJUSTED EBITDA
 
Year Ended 
 December 31,
 
Year Ended 
 December 31,
 
2019
 
2018
 
2019
 
2018
Real Estate
$
1,025,082

 
$
923,182

 
$
1,009,239

 
$
893,814

GLP Holdings, LLC (TRS)
128,391

 
132,545

 
31,019

 
32,772

Total
$
1,153,473

 
$
1,055,727

 
$
1,040,258

 
$
926,586


GAMING AND LEISURE PROPERTIES, INC. AND SUBSIDIARIES
Current Year Revenue Detail
(in thousands) (unaudited)
Three Months Ended December 31, 2019
 
PENN Master Lease
 
PENN Amended Pinnacle Master Lease
 
ERI Master Lease and Loan
 
BYD Master Lease and Mortgage
 
PENN - Meadows Lease
 
Casino Queen Lease
 
Total
Building base rent
 
$
69,395

 
$
57,209

 
$
15,534

 
$
18,911

 
$
3,953

 
$
2,275

 
$
167,277

Land base rent
 
23,492

 
17,814

 
3,340

 
2,946

 

 

 
47,592

Percentage rent
 
21,423

 
7,942

 
3,340

 
2,808

 
2,792

 
1,356

 
39,661

Total cash rental income
 
$
114,310

 
$
82,965

 
$
22,214

 
$
24,665

 
$
6,745

 
$
3,631

 
$
254,530

Straight-line rent adjustments
 
2,231

 
(6,318
)
 
(2,895
)
 
(2,234
)
 
572

 

 
(8,644
)
Ground rent in revenue
 
823

 
1,879

 
2,122

 
366

 

 

 
5,190

Other rental revenue
 

 

 

 

 
60

 

 
60

Total rental income
 
$
117,364

 
$
78,526

 
$
21,441

 
$
22,797

 
$
7,377

 
$
3,631

 
$
251,136

Interest income from real estate loans
 

 

 
5,700

 
1,616

 

 

 
7,316

Total income from real estate
 
$
117,364

 
$
78,526

 
$
27,141

 
$
24,413

 
$
7,377

 
$
3,631

 
$
258,452

Year Ended December 31, 2019
 
PENN Master Lease
 
PENN Amended Pinnacle Master Lease
 
ERI Master Lease and Loan
 
BYD Master Lease and Mortgage
 
PENN - Meadows Lease
 
Casino Queen Lease
 
Total
Building base rent
 
$
274,841

 
$
225,842

 
$
61,223

 
$
74,810

 
$
13,803

 
$
9,101

 
$
659,620

Land base rent
 
93,969

 
71,108

 
13,360

 
11,731

 

 

 
190,168

Percentage rent
 
86,351

 
31,622

 
13,360

 
11,182

 
11,168

 
5,424

 
159,107

Total cash rental income
 
$
455,161

 
$
328,572

 
$
87,943

 
$
97,723

 
$
24,971

 
$
14,525

 
$
1,008,895

Straight-line rent adjustments
 
8,926

 
(25,273
)
 
(11,579
)
 
(8,937
)
 
2,289

 

 
(34,574
)
Ground rent in revenue
 
3,661

 
7,217

 
8,868

 
1,601

 

 

 
21,347

Other rental revenue
 

 

 

 

 
498

 

 
498

Total rental income
 
$
467,748

 
$
310,516

 
$
85,232

 
$
90,387

 
$
27,758

 
$
14,525

 
$
996,166

Interest income from real estate loans
 

 

 
22,471

 
6,445

 

 

 
28,916

Total income from real estate
 
$
467,748

 
$
310,516

 
$
107,703

 
$
96,832

 
$
27,758

 
$
14,525

 
$
1,025,082


7



GAMING AND LEISURE PROPERTIES, INC. AND SUBSIDIARIES
General and Administrative Expense
(in thousands) (unaudited)
 
        
 
Three Months Ended 
 December 31,
 
Year Ended 
 December 31,
 
2019
 
2018
 
2019
 
2018
Real estate general and administrative expenses
$
11,333

 
$
9,347

 
$
42,721

 
$
49,424

GLP Holdings, LLC (TRS) general and administrative expenses
5,878

 
5,509

 
22,756

 
21,704

Total reported general and administrative expenses (1)
$
17,211

 
$
14,856

 
$
65,477

 
$
71,128

 
 
(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, except per share and share data) (unaudited)
 
 
        
 
Three Months Ended 
 December 31,
 
Year Ended 
 December 31,
 
2019
 
2018
 
2019
 
2018
Net income
$
114,291

 
$
45,931

 
$
390,881

 
$
339,516

(Gains) losses from dispositions of property
42

 
(45
)
 
92

 
309

Real estate depreciation
54,426

 
51,475

 
230,716

 
125,630

Funds from operations
$
168,759

 
$
97,361

 
$
621,689

 
$
465,455

Straight-line rent adjustments
8,644

 
12,738

 
34,574

 
61,888

Direct financing lease adjustments

 
1,218

 

 
38,459

Other depreciation (1)
2,264

 
2,874

 
9,719

 
11,463

Amortization of land rights
3,020

 
3,090

 
18,536

 
11,272

Amortization of debt issuance costs, bond premiums and original issuance discounts
2,858

 
2,889

 
11,455

 
12,167

Stock based compensation
3,845

 
3,274

 
16,198

 
11,152

Losses on debt extinguishment

 

 
21,014

 
3,473

Retirement costs

 

 

 
13,149

Loan impairment charges

 

 
13,000

 

Goodwill impairment charges

 
59,454

 

 
59,454

Capital maintenance expenditures (2)
(761
)
 
(1,330
)
 
(3,017
)
 
(4,284
)
Adjusted funds from operations
$
188,629

 
$
181,568

 
$
743,168

 
$
683,648

Interest, net
72,974

 
77,183

 
300,764

 
245,857

Income tax expense
991

 
770

 
4,764

 
4,964

Capital maintenance expenditures (2)
761

 
1,330

 
3,017

 
4,284

Amortization of debt issuance costs, bond premiums and original issuance discounts
(2,858
)
 
(2,889
)
 
(11,455
)
 
(12,167
)
Adjusted EBITDA
$
260,497

 
$
257,962

 
$
1,040,258

 
$
926,586

 
 
 
 
 
 
 
 
Net income, per diluted common share
$
0.53

 
$
0.21

 
$
1.81

 
$
1.58

FFO, per diluted common share
$
0.78

 
$
0.45

 
$
2.88

 
$
2.17

AFFO, per diluted common share
$
0.87

 
$
0.84

 
$
3.44

 
$
3.18

 
 
 
 
 
 
 
 
Weighted average number of common shares outstanding
 
 
 
 
 
 
 
   Diluted
215,962,065

 
215,066,907

 
215,786,023

 
214,779,296

 
 
(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, AFFO to Adjusted EBITDA and
Adjusted EBITDA to Cash Net Operating Income
Gaming and Leisure Properties, Inc. and Subsidiaries
REAL ESTATE and CORPORATE (REIT)
(in thousands) (unaudited)
        
 
Three Months Ended 
 December 31,
 
Year Ended 
 December 31,
 
2019
 
2018
 
2019
 
2018
Net income
$
112,763

 
$
104,629

 
$
382,184

 
$
390,341

(Gains) losses from dispositions of property

 
(44
)
 
8

 
76

Real estate depreciation
54,426

 
51,475

 
230,716

 
125,630

Funds from operations
$
167,189

 
$
156,060

 
$
612,908

 
$
516,047

Straight-line rent adjustments
8,644

 
12,738

 
34,574

 
61,888

Direct financing lease adjustments

 
1,218

 

 
38,459

Other depreciation (1)
496

 
506

 
1,992

 
2,066

Amortization of land rights
3,020

 
3,090

 
18,536

 
11,272

Amortization of debt issuance costs, bond premiums and original issuance discounts
2,858

 
2,889

 
11,455

 
12,167

Stock based compensation
3,845

 
3,274

 
16,198

 
11,152

Losses on debt extinguishment

 

 
21,014

 
3,473

Retirement costs

 

 

 
13,149

Loan impairment charges

 

 
13,000

 

Goodwill impairment charges

 

 

 

Capital maintenance expenditures (2)
(18
)
 
(4
)
 
(22
)
 
(55
)
Adjusted funds from operations
$
186,034

 
$
179,771

 
$
729,655

 
$
669,618

Interest, net (3)
70,372

 
74,581

 
290,360

 
235,453

Income tax expense
196

 
227

 
657

 
855

Capital maintenance expenditures (2)
18

 
4

 
22

 
55

Amortization of debt issuance costs, bond premiums and original issuance discounts
(2,858
)
 
(2,889
)
 
(11,455
)
 
(12,167
)
Adjusted EBITDA
$
253,762

 
$
251,694

 
$
1,009,239

 
$
893,814


 
Three Months Ended 
 December 31,
 
Year Ended 
 December 31,
 
2019
 
2019
Adjusted EBITDA
$
253,762

 
$
1,009,239

Real estate general and administrative expenses
11,333

 
42,721

Stock based compensation
(3,845
)
 
(16,198
)
Losses from dispositions of property

 
(8
)
Cash net operating income (4)
$
261,250

 
$
1,035,754

 
 

(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.

(3)  Interest, net is net of intercompany interest eliminations of $2.6 million and $10.4 million for the years ended months ended December 31, 2019 and 2018, respectively.

(4)   Cash net operating income is rental and other property income less cash property level expenses.

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,
 
2019
 
2018
 
2019
 
2018
Net income
$
1,528

 
$
(58,698
)
 
$
8,697

 
$
(50,825
)
(Gains) losses from dispositions of property
42

 
(1
)
 
84

 
233

Real estate depreciation

 

 

 

Funds from operations
$
1,570

 
$
(58,699
)
 
$
8,781

 
$
(50,592
)
Straight-line rent adjustments

 

 

 

Direct financing lease adjustments

 

 

 

Other depreciation (1)
1,768

 
2,368

 
7,727

 
9,397

Amortization of land rights

 

 

 

Amortization of debt issuance costs, bond premiums and original issuance discounts

 

 

 

Stock based compensation

 

 

 

Losses on debt extinguishment

 

 

 

Retirement costs

 

 

 

Loan impairment charges

 

 

 

Goodwill impairment charges

 
59,454

 

 
59,454

Capital maintenance expenditures (2)
(743
)
 
(1,326
)
 
(2,995
)
 
(4,229
)
Adjusted funds from operations
$
2,595

 
$
1,797

 
$
13,513

 
$
14,030

Interest, net
2,602

 
2,602

 
10,404

 
10,404

Income tax expense
795

 
543

 
4,107

 
4,109

Capital maintenance expenditures (2)
743

 
1,326

 
2,995

 
4,229

Amortization of debt issuance costs, bond premiums and original issuance discounts

 

 

 

Adjusted EBITDA
$
6,735

 
$
6,268

 
$
31,019

 
$
32,772

 
 
(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



Gaming and Leisure Properties, Inc. and Subsidiaries
Consolidated Balance Sheets
(in thousands, except share and per share data)
 
December 31, 2019
 
December 31, 2018
 
 
 
 
Assets
 
 
 
Real estate investments, net
$
7,100,555

 
$
7,331,460

Property and equipment, used in operations, net
94,080

 
100,884

Real estate loans
303,684

 
303,684

Right-of-use assets and land rights, net
838,734

 
673,207

Cash and cash equivalents
26,823

 
25,783

Prepaid expenses
4,228

 
30,967

Goodwill
16,067

 
16,067

Other intangible assets
9,577

 
9,577

Loan receivable

 
13,000

Deferred tax assets
6,056

 
5,178

Other assets
34,494

 
67,486

Total assets
$
8,434,298

 
$
8,577,293

 
 
 
 
Liabilities
 
 
 
Accounts payable
$
1,006

 
$
2,511

Accrued expenses
6,239

 
30,297

Accrued interest
60,695

 
45,261

Accrued salaries and wages
13,821

 
17,010

Gaming, property, and other taxes
944

 
42,879

Lease liabilities
183,971

 

Long-term debt, net of unamortized debt issuance costs, bond premiums and original issuance discounts
5,737,962

 
5,853,497

Deferred rental revenue
328,485

 
293,911

Deferred tax liabilities
279

 
261

Other liabilities
26,651

 
26,059

Total liabilities
6,360,053

 
6,311,686

 
 
 
 
Shareholders’ equity
 
 
 
Preferred stock ($.01 par value, 50,000,000 shares authorized, no shares issued or outstanding at December 31, 2019 and December 31, 2018)

 

Common stock ($.01 par value, 500,000,000 shares authorized, 214,694,165 and 214,211,932 shares issued and outstanding at December 31, 2019 and December 31, 2018, respectively)
2,147

 
2,142

Additional paid-in capital
3,959,383

 
3,952,503

Accumulated deficit
(1,887,285
)
 
(1,689,038
)
Total shareholders’ equity
2,074,245

 
2,265,607

Total liabilities and shareholders’ equity
$
8,434,298

 
$
8,577,293



12



Debt Capitalization
 
The Company had $26.8 million of unrestricted cash and $5.7 billion in total debt at December 31, 2019.  The Company’s debt structure as of December 31, 2019 was as follows:
 
 
 
As of December 31, 2019
 
 
Years to Maturity
Interest Rate
 
Balance
 
 
 
 
 
(in thousands)
Unsecured $1,175 Million Revolver Due May 2023 (1)
 
3.4
3.280%
 
$
46,000

Unsecured Term Loan A-1 Due April 2021 (1)
 
1.3
3.191%
 
449,000

Senior Unsecured Notes Due November 2020
 
0.8
4.875%
 
215,174

Senior Unsecured Notes Due April 2021
 
1.3
4.375%
 
400,000

Senior Unsecured Notes Due November 2023
 
3.8
5.375%
 
500,000

Senior Unsecured Notes Due September 2024
 
4.7
3.350%
 
400,000

Senior Unsecured Notes Due June 2025
 
5.4
5.250%
 
850,000

Senior Unsecured Notes Due April 2026
 
6.3
5.375%
 
975,000

Senior Unsecured Notes Due June 2028
 
8.4
5.750%
 
500,000

Senior Unsecured Notes Due January 2029
 
9.0
5.300%
 
750,000

Senior Unsecured Notes Due January 2030
 
10.0
4.000%
 
700,000

Finance lease liability
 
6.7
4.780%
 
989

Total long-term debt
 
 
 
 
$
5,786,163

Less: unamortized debt issuance costs, bond premiums and original issuance discounts
 
 
 
 
(48,201
)
Total long-term debt, net of unamortized debt issuance costs, bond premiums and original issuance discounts
 
 
 
 
$
5,737,962

Weighted average
 
5.9
4.799%
 
 
 
(1)  The rate on the term loan facility and revolver is LIBOR plus 1.50%.

Rating Agency Update - Issue Rating

Rating Agency
 
Rating
Standard & Poor's
 
BBB-
Fitch
 
BBB-
Moody's
 
Ba1


13



Properties
Description
Location
Date Acquired
Tenant/Operator
PENN Master Lease (19 Properties) (1)
 
 
 
Hollywood Casino Lawrenceburg
Lawrenceburg, IN
11/1/2013
PENN
Hollywood Casino Aurora
Aurora, IL
11/1/2013
PENN
Hollywood Casino Joliet
Joliet, IL
11/1/2013
PENN
Argosy Casino Alton
Alton, IL
11/1/2013
PENN
Hollywood Casino Toledo
Toledo, OH
11/1/2013
PENN
Hollywood Casino Columbus
Columbus, OH
11/1/2013
PENN
Hollywood Casino at Charles Town Races
Charles Town, WV
11/1/2013
PENN
Hollywood Casino at Penn National Race Course
Grantville, PA
11/1/2013
PENN
M Resort
Henderson, NV
11/1/2013
PENN
Hollywood Casino Bangor
Bangor, ME
11/1/2013
PENN
Zia Park Casino
Hobbs, NM
11/1/2013
PENN
Hollywood Casino Gulf Coast
Bay St. Louis, MS
11/1/2013
PENN
Argosy Casino Riverside
Riverside, MO
11/1/2013
PENN
Hollywood Casino Tunica
Tunica, MS
11/1/2013
PENN
Boomtown Biloxi
Biloxi, MS
11/1/2013
PENN
Hollywood Casino St. Louis
Maryland Heights, MO
11/1/2013
PENN
Hollywood Gaming Casino at Dayton Raceway
Dayton, OH
11/1/2013
PENN
Hollywood Gaming Casino at Mahoning Valley Race Track
Youngstown, OH
11/1/2013
PENN
1st Jackpot Casino
Tunica, MS
5/1/2017
PENN
Amended Pinnacle Master Lease (12 Properties)
 
 
 
Ameristar Black Hawk
Black Hawk, CO
4/28/2016
PENN
Ameristar East Chicago
East Chicago, IN
4/28/2016
PENN
Ameristar Council Bluffs
Council Bluffs, IA
4/28/2016
PENN
L'Auberge Baton Rouge
Baton Rouge, LA
4/28/2016
PENN
Boomtown Bossier City
Bossier City, LA
4/28/2016
PENN
L'Auberge Lake Charles
Lake Charles, LA
4/28/2016
PENN
Boomtown New Orleans
New Orleans, LA
4/28/2016
PENN
Ameristar Vicksburg
Vicksburg, MS
4/28/2016
PENN
River City Casino & Hotel
St. Louis, MO
4/28/2016
PENN
Jackpot Properties (Cactus Petes and Horseshu)
Jackpot, NV
4/28/2016
PENN
Plainridge Park Casino
Plainridge, MA
10/15/2018
PENN
ERI Master Lease (5 Properties)
 
 
 
Tropicana Atlantic City
Atlantic City, NJ
10/1/2018
ERI
Tropicana Evansville
Evansville, IN
10/1/2018
ERI
Tropicana Laughlin
Laughlin, NV
10/1/2018
ERI
Trop Casino Greenville
Greenville, MS
10/1/2018
ERI
Belle of Baton Rouge
Baton Rouge, LA
10/1/2018
ERI
BYD Master Lease (3 Properties)
 
 
 
Belterra Casino Resort
Florence, IN
4/28/2016
BYD
Ameristar Kansas City
Kansas City, MO
4/28/2016
BYD
Ameristar St. Charles
St. Charles, MO
4/28/2016
BYD
Single Asset Leases
 
 
 
The Meadows Racetrack and Casino
Washington, PA
9/9/2016
PENN
Casino Queen
East St. Louis, IL
1/23/2014
Casino Queen
Financed Property
 
 
 
Belterra Park Gaming & Entertainment Center
Cincinnati, OH
N/A
BYD
TRS Properties
 
 
 
Hollywood Casino Baton Rouge
Baton Rouge, LA
11/1/2013
GLPI
Hollywood Casino Perryville
Perryville, MD
11/1/2013
GLPI
(1) We currently lease 86.6 acres in Tunica, Mississippi, where the Resorts Casino Tunica is located, which has been excluded from this table. This property is leased to PENN as part of the PENN Master Lease, however, the casino and hotel were closed by PENN in June 2019. As a result of the property closure, the Company entered into an agreement to terminate the long-term ground lease for this property, which will be effective in February 2020, at which time such ground lease will be removed from the PENN Master Lease.

14



Dividends
 
On November 26, 2019, the Company’s Board of Directors declared the fourth quarter 2019 dividend.  Shareholders of record on December 13, 2019 received $0.70 per common share, which was paid on December 27, 2019.  The Company anticipates the following schedule regarding 2020 dividend payments:
Payment Dates
March 20, 2020
 
June 26, 2020
 
September 18, 2020
 
December 24, 2020
 

15



Lease and Loan Information
 
Master Leases
 
Single Asset Leases
 
PENN Master Lease
PENN Amended Pinnacle Master Lease
ERI Master Lease
BYD Master Lease
 
PENN-Meadows Lease
Casino Queen Lease
Property Count
19
12
5
3
 
1
1
Number of States Represented
10
8
5
2
 
1
1
Commencement Date
11/1/2013
4/28/2016
10/1/2018
10/15/2018
 
9/9/2016
1/23/2014
Initial Term
15
10
15
10
 
10
15
Renewal Terms
20 (4x5 years)
25 (5x5 years)
20 (4x5 years)
25 (5x5 years)
 
19 (3x5years, 1x4 years)
20 (4x5 years)
Corporate Guarantee
Yes
Yes
Yes
No
 
Yes
No
Master Lease with Cross Collateralization
Yes
Yes
Yes
Yes
 
No
No
Technical Default Landlord Protection
Yes
Yes
Yes
Yes
 
Yes
Yes
Default Adjusted Rent to Revenue Coverage
1.1
1.2
1.2
1.4
 
1.2
1.4
Competitive Radius Landlord Protection
Yes
Yes
Yes
Yes
 
Yes
Yes
Escalator Details
 
 
 
 
 
 
 
Yearly Base Rent Escalator Maximum
2%
2%
2%
2%
 
 5% (1) 
2%
Coverage as of Tenants' latest Earnings Report (2)
1.93
1.77
1.96
1.94
 
1.97
1.29
Minimum Escalator Coverage Governor
1.8
1.8
1.2 (3) 
1.8
 
2.0
1.8
Yearly Anniversary for Realization
November 2020
May 2020
October 2020
May 2020
 
October 2020
February 2020
Percentage Rent Reset Details
 
 
 
 
 
 
 
Reset Frequency
5 years
2 years
2 years
2 years
 
2 years
5 years
Next Reset
November 2023
May 2020
October 2020
May 2020
 
October 2020
February 2024
 
Loans Receivable
 
BYD (Belterra) (4) 
ERI (Lumière Place) (5)
Property Count
1
1
Commencement Date
10/15/2018
10/1/2018
Current Interest Rate
11.20%
9.27%
Credit Enhancement
Guarantee from Master Lease Entity
Corporate Guarantee

(1) Meadows yearly escalator is 5% until a breakpoint when it resets to 2%.

(2) Information with respect to our tenants' rent coverage was provided by our tenants. GLPI has not independently verified the accuracy of the tenants' information and therefore makes no representation as to the accuracy of such information.

(3) ERI escalator governor is 1.2x for the initial 5 years and then 1.8x in subsequent years.

(4) The Belterra Park mortgage is supported by the BYD Master Lease subsidiaries and its terms are consistent with the BYD Master Lease.

(5) The ERI loan bears interest at a rate equal to (i) 9.09% until October 1, 2019 and (ii) 9.27% until its maturity. On the one-year anniversary of the ERI loan, the mortgage evidenced by a deed of trust on the Lumière Place property terminated and the loan became unsecured and will remain unsecured until its final maturity on the two-year anniversary of the closing. The parties anticipate that the ERI loan will be fully repaid on or prior to maturity by way of substitution of one or more additional ERI properties acceptable to ERI and the Company, which will be transferred to the Company and added to the ERI Master Lease.


16



Disclosure Regarding Non-GAAP Financial Measures
 
FFO, FFO per diluted common share, AFFO, AFFO per diluted common share, Adjusted EBITDA and Cash NOI, 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, FFO per diluted common share, AFFO, AFFO per diluted common share, Adjusted EBITDA and Cash NOI 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. Cash NOI is rental and other property income less cash property level expenses. Cash NOI excludes depreciation, the amortization of land rights, real estate general and administrative expenses, other non-routine costs and the impact of certain GAAP adjustments to rental revenue, such as straight-line rent adjustments and non-cash ground lease income and expense. It is management's view that Cash NOI is a performance measure used to evaluate the operating performance of the Company’s real estate operations and provides investors relevant and useful information because it reflects only income and operating expense items that are incurred at the property level and presents them on an unleveraged basis.

FFO, FFO per diluted common share, AFFO, AFFO per diluted common share, Adjusted EBITDA and Cash NOI are non-GAAP financial measures, that are considered supplemental measures 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, the amortization of debt issuance costs, bond premiums and original issuance discounts, other depreciation, the amortization of land rights, straight-line rent adjustments, direct financing lease adjustments, losses on debt extinguishment, retirement costs and goodwill and loan impairment charges, reduced by capital maintenance expenditures. 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, the amortization of land rights, losses on debt extinguishment, retirement costs, and goodwill and loan impairment charges. Finally, we have defined Cash NOI as Adjusted EBITDA for the REIT excluding real estate general and administrative expenses and including stock based compensation expense and (gains) or losses from sales of property.

FFO, FFO per diluted common share, AFFO, AFFO per diluted common share, Adjusted EBITDA and Cash NOI are not recognized terms under GAAP. These non-GAAP financial measures: (i) do not represent cash flow from operations as defined by GAAP; (ii) should not be considered as an alternative to net income as a measure of operating performance or to cash flows from operating, investing and financing activities; and (iii) are not alternatives to cash flow as a measure of liquidity. In addition, these measures should not be viewed as an indication of our ability to fund all of our cash needs, including to make cash distributions to our shareholders, to fund capital improvements, or to make interest payments on our indebtedness. Investors are also cautioned that FFO, FFO per share, AFFO, AFFO per share, Adjusted EBITDA and Cash NOI, as presented, may not be comparable to similarly titled measures reported by other real estate companies, including REITs due to the fact that not all real estate companies use the same definitions. Our presentation of these measures does not replace the presentation of our 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 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 was 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 of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, as amended, including statements regarding our financial outlook for the first quarter of 2020 and the full 2020 fiscal year; our expectations regarding future acquisitions and expected 2020 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

17



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 acquisitions or projects; our ability to maintain status as a REIT; our ability to pay dividends in the future; our ability to access capital through debt and equity markets in amounts and at acceptable rates and costs; the impact of our substantial indebtedness on our future operations; 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, 2019, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, each as filed with the Securities and Exchange Commission. In light of these risks, uncertainties and assumptions, the forward looking events discussed in this press release may not occur. 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.

Contact
 
Investor Relations – Gaming and Leisure Properties, Inc.
Steven T. Snyder                         Joseph Jaffoni, Richard Land, James Leahy at JCIR
T: 610/378-8215                        T: 212/835-8500
Email: investorinquiries@glpropinc.com            Email: glpi@jcir.com


18