8-K
Gaming & Leisure Properties, Inc. (GLPI)
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<br><br>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<br><br>Number | Description |
|---|---|
| 99.1 | Gaming and Leisure Properties, Inc. Earnings Press Release, dated February 20, 2020. |
| 104 | The cover page from the Company's Current Report on Form 8-K, dated February 20, 2020, formatted in Inline XBRL. |
* * *
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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 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 |
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Exhibit
Exhibit 99.1
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 <br> 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.
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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. | ||||||||
| --- | --- |
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| 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.
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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.
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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 <br> December 31, | Year Ended <br> 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 |
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GAMING AND LEISURE PROPERTIES, INC. AND SUBSIDIARIES
Operations
(in thousands) (unaudited)
| TOTAL REVENUES | ADJUSTED EBITDA | |||||||
|---|---|---|---|---|---|---|---|---|
| Three Months Ended <br> December 31, | Three Months Ended <br> 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 <br> December 31, | Year Ended <br> 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 |
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GAMING AND LEISURE PROPERTIES, INC. AND SUBSIDIARIES
General and Administrative Expense
(in thousands) (unaudited)
| Three Months Ended <br> December 31, | Year Ended <br> 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.
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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 <br> December 31, | Year Ended <br> 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 <br> December 31, | Year Ended <br> 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 <br> December 31, | Year Ended <br> 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.
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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 <br> December 31, | Year Ended <br> 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.
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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 |
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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 |
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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.
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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 |
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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.
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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
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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
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