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Pennsylvania
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46-2116489
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(State or other jurisdiction of
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(I.R.S. Employer
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incorporation or organization)
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Identification No.)
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Large accelerated filer
x
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Accelerated filer
¨
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Non-accelerated filer
¨
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Smaller reporting company
¨
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(Do not check if a smaller reporting company)
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Emerging growth company
¨
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Title
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October 30, 2018
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Common Stock, par value $.01 per share
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214,090,856
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•
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the availability of and the ability to identify suitable and attractive acquisition and development opportunities and the ability to acquire and lease the respective properties on favorable terms;
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•
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the degree and nature of our competition;
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•
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our increased reliance on Penn National Gaming, Inc. ("Penn") as our largest tenant following Penn's acquisition of the majority of Pinnacle Entertainment, Inc.'s operations on October 15, 2018;
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•
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the ability to receive, or delays in obtaining, the regulatory approvals required to own and/or operate our properties, or other delays or impediments to completing our planned acquisitions or projects;
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•
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our ability to maintain our status as a real estate investment trust ("REIT"), given the highly technical and complex Internal Revenue Code (the "Code") provisions for which only limited judicial and administrative authorities exist, where even a technical or inadvertent violation could jeopardize REIT qualification and where requirements may depend in part on the actions of third parties over which the Company has no control or only limited influence;
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•
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the satisfaction of certain asset, income, organizational, distribution, shareholder ownership and other requirements on a continuing basis in order for the Company to maintain its REIT status;
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•
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the ability and willingness of our tenants, operators and other third parties to meet and/or perform their obligations under their respective contractual arrangements with us, including, in some cases, their obligations to indemnify, defend and hold us harmless from and against various claims, litigation and liabilities;
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•
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the ability of our tenants and operators to maintain the financial strength and liquidity necessary to satisfy their respective obligations and liabilities to third parties, including without limitation to satisfy obligations under their existing credit facilities and other indebtedness;
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•
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the ability of our tenants and operators to comply with laws, rules and regulations in the operation of our properties, to deliver high quality services, to attract and retain qualified personnel and to attract customers;
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•
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the ability to generate sufficient cash flows to service our outstanding indebtedness;
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•
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the access to debt and equity capital markets, including for acquisitions or refinancings due to maturities;
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•
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adverse changes in our credit rating;
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•
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fluctuating interest rates;
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•
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the impact of global or regional economic conditions;
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•
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the availability of qualified personnel and our ability to retain our key management personnel;
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•
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GLPI's duty to indemnify Penn and its subsidiaries in certain circumstances if the spin-off transaction described in Note 1 to the condensed consolidated financial statements fails to be tax-free;
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•
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changes in the United States tax law and other state, federal or local laws, whether or not specific to real estate, real estate investment trusts or to the gaming, lodging or hospitality industries;
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•
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changes in accounting standards;
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•
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the impact of weather events or conditions, natural disasters, acts of terrorism and other international hostilities, war or political instability;
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•
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other risks inherent in the real estate business, including potential liability relating to environmental matters and illiquidity of real estate investments; and
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•
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additional factors as discussed in the Company’s Annual Report on Form 10-K for the year ended
December 31, 2017
, in this Quarterly Report on Form 10-Q and Current Reports on Form 8-K as filed with the United States Securities and Exchange Commission (the "SEC").
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September 30,
2018 |
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December 31, 2017
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||||
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(unaudited)
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||||
Assets
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||||
Real estate investments, net
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$
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3,584,639
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$
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3,662,045
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Land rights, net
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631,966
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640,148
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Property and equipment, used in operations, net
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102,429
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108,293
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Investment in direct financing lease, net
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2,600,398
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2,637,639
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Cash and cash equivalents
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1,162,774
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29,054
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Prepaid expenses
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10,061
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8,452
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Goodwill
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75,521
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75,521
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Other intangible assets
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9,577
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9,577
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Loan receivable
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13,991
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13,000
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Deferred tax assets
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4,973
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4,478
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Other assets
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99,569
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58,675
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Total assets
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$
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8,295,898
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$
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7,246,882
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Liabilities
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Accounts payable
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$
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1,851
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$
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715
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Accrued expenses
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8,909
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7,913
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Accrued interest
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92,093
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33,241
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Accrued salaries and wages
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14,835
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10,809
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Gaming, property, and other taxes
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61,839
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35,399
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Long-term debt, net of unamortized debt issuance costs, bond premiums and original issuance discounts
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5,449,147
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4,442,880
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Deferred rental revenue
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281,174
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232,023
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Deferred tax liabilities
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279
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244
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Other liabilities
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27,375
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25,411
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Total liabilities
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5,937,502
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4,788,635
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Shareholders’ equity
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Preferred stock ($.01 par value, 50,000,000 shares authorized, no shares issued or outstanding at September 30, 2018 and December 31, 2017)
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—
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—
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Common stock ($.01 par value, 500,000,000 shares authorized, 214,037,994 and 212,717,549 shares issued and outstanding at September 30, 2018 and December 31, 2017, respectively)
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2,140
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2,127
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Additional paid-in capital
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3,945,392
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3,933,829
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Retained accumulated deficit
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(1,589,136
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)
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(1,477,709
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)
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Total shareholders’ equity
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2,358,396
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2,458,247
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Total liabilities and shareholders’ equity
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$
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8,295,898
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$
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7,246,882
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Three Months Ended September 30,
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Nine Months Ended September 30,
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||||||||||||
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2018
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2017
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2018
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2017
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Revenues
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Rental income
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$
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170,276
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$
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169,030
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$
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509,546
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$
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501,954
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Income from direct financing lease
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30,843
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19,037
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76,448
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55,377
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Real estate taxes paid by tenants
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21,270
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21,422
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64,031
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63,982
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Total rental revenue and income from direct financing lease
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222,389
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209,489
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650,025
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621,313
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Gaming, food, beverage and other
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31,750
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35,017
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102,385
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109,297
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Total revenues
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254,139
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244,506
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752,410
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730,610
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Operating expenses
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Gaming, food, beverage and other
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18,962
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19,890
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59,027
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61,635
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Real estate taxes
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21,586
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21,751
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64,981
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64,806
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Land rights and ground lease expense
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6,484
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6,417
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19,460
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17,627
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General and administrative
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15,006
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15,117
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56,272
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45,829
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Depreciation
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27,267
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28,632
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82,744
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85,312
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Total operating expenses
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89,305
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91,807
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282,484
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275,209
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Income from operations
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164,834
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152,699
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469,926
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455,401
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Other income (expenses)
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Interest expense
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(60,341
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)
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(54,493
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)
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(171,464
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)
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(163,099
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)
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Interest income
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1,418
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492
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2,790
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1,443
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Losses on debt extinguishment
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—
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—
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(3,473
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)
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—
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Total other expenses
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(58,923
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)
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(54,001
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)
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(172,147
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)
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(161,656
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)
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Income before income taxes
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105,911
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98,698
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297,779
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293,745
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Income tax expense
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1,096
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1,684
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4,194
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6,406
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Net income
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$
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104,815
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$
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97,014
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$
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293,585
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$
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287,339
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Earnings per common share:
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Basic earnings per common share
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$
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0.49
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$
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0.46
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$
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1.37
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$
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1.37
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Diluted earnings per common share
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$
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0.49
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$
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0.45
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$
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1.37
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$
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1.35
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||||||||
Dividends paid per common share
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$
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0.63
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$
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0.63
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$
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1.89
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$
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1.87
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Common Stock
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Additional
Paid-In
Capital
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Retained Accumulated
Deficit
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Total
Shareholders’
Equity
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|||||||||||
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Shares
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Amount
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||||||||||||
Balance, December 31, 2017
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212,717,549
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$
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2,127
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$
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3,933,829
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|
$
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(1,477,709
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)
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$
|
2,458,247
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Stock option activity
|
833,900
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8
|
|
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15,966
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|
—
|
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|
15,974
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|
||||
Restricted stock activity
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486,545
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5
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(4,403
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)
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—
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(4,398
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)
|
||||
Dividends paid
|
—
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|
—
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—
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(404,602
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)
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(404,602
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)
|
||||
Adoption of new revenue standard
|
—
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—
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—
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(410
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)
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(410
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)
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||||
Net income
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—
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—
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—
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293,585
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293,585
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||||
Balance, September 30, 2018
|
214,037,994
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|
|
$
|
2,140
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|
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$
|
3,945,392
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|
$
|
(1,589,136
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)
|
|
$
|
2,358,396
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|
Nine months ended September 30,
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|
2018
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|
2017
|
||||
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Operating activities
|
|
|
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Net income
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$
|
293,585
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$
|
287,339
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Adjustments to reconcile net income to net cash provided by operating activities:
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Depreciation and amortization
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|
90,926
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|
92,939
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Amortization of debt issuance costs, bond premiums and original issuance discounts
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|
9,278
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|
9,770
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Paid-in-kind interest income
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(991
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)
|
|
—
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Losses on dispositions of property
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|
354
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|
|
515
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Deferred income taxes
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(299
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)
|
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(1,946
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)
|
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Stock-based compensation
|
|
7,878
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|
|
11,951
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Straight-line rent adjustments
|
|
49,150
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|
|
49,355
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|
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Losses on debt extinguishment
|
|
3,473
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|
|
—
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(Increase), decrease
|
|
|
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|
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Prepaid expenses and other assets
|
|
(774
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)
|
|
(1,504
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)
|
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Increase, (decrease)
|
|
|
|
|
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|
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Accounts payable
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|
1,136
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|
|
(701
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)
|
||
Accrued expenses
|
|
484
|
|
|
37
|
|
||
Accrued interest
|
|
58,852
|
|
|
42,138
|
|
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Accrued salaries and wages
|
|
4,026
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|
|
(3,735
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)
|
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Gaming, property and other taxes
|
|
258
|
|
|
(231
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)
|
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Other liabilities
|
|
882
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|
|
3,177
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|
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Net cash provided by operating activities
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|
518,218
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|
489,104
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|
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Investing activities
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Capital project expenditures
|
|
(20
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)
|
|
(78
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)
|
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Capital maintenance expenditures
|
|
(2,954
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)
|
|
(2,187
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)
|
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Proceeds from sale of property and equipment
|
|
3,146
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|
|
914
|
|
||
Principal payments on loan receivable
|
|
—
|
|
|
13,200
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|
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Acquisition of real estate assets
|
|
(15,552
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)
|
|
(83,252
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)
|
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Collections of principal payments on investment in direct financing lease
|
|
37,241
|
|
|
54,459
|
|
||
Net cash provided by (used in) investing activities
|
|
21,861
|
|
|
(16,944
|
)
|
||
Financing activities
|
|
|
|
|
|
|
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Dividends paid
|
|
(404,602
|
)
|
|
(395,210
|
)
|
||
Proceeds from exercise of options, net of taxes paid related to shares withheld for tax purposes on restricted stock award vestings
|
|
3,698
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|
|
15,797
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|
||
Proceeds from issuance of common stock, net of issuance costs
|
|
—
|
|
|
139,414
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|
||
Proceeds from issuance of long-term debt
|
|
2,107,405
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|
|
100,000
|
|
||
Financing costs
|
|
(30,889
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)
|
|
—
|
|
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Repayments of long-term debt
|
|
(1,080,087
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)
|
|
(325,083
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)
|
||
Premium and related costs paid on tender of senior unsecured notes
|
|
(1,884
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)
|
|
—
|
|
||
Net cash provided by (used in) financing activities
|
|
593,641
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|
|
(465,082
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)
|
||
Net increase in cash and cash equivalents
|
|
1,133,720
|
|
|
7,078
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|
||
Cash and cash equivalents at beginning of period
|
|
29,054
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|
|
36,556
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|
||
Cash and cash equivalents at end of period
|
|
$
|
1,162,774
|
|
|
$
|
43,634
|
|
|
September 30, 2018
|
|
December 31, 2017
|
||||||||
|
Carrying
Amount
|
|
Fair
Value
|
|
Carrying
Amount
|
|
Fair
Value
|
||||
Financial assets:
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
1,162,774
|
|
|
1,162,774
|
|
|
29,054
|
|
|
29,054
|
|
Deferred compensation plan assets
|
25,603
|
|
|
25,603
|
|
|
22,617
|
|
|
22,617
|
|
Loan receivable
|
13,991
|
|
|
13,991
|
|
|
13,000
|
|
|
13,000
|
|
Financial liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
Long-term debt
|
|
|
|
|
|
|
|
|
|
|
|
Senior unsecured credit facility
|
525,000
|
|
|
519,750
|
|
|
1,055,000
|
|
|
1,045,600
|
|
Senior unsecured notes
|
4,975,000
|
|
|
5,107,623
|
|
|
3,425,000
|
|
|
3,574,688
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||
|
(in thousands)
|
||||||||||
Determination of shares:
|
|
|
|
|
|
|
|
|
|
|
|
Weighted-average common shares outstanding
|
213,876
|
|
|
212,500
|
|
|
213,589
|
|
|
210,059
|
|
Assumed conversion of dilutive employee stock-based awards
|
136
|
|
|
595
|
|
|
262
|
|
|
684
|
|
Assumed conversion of restricted stock awards
|
96
|
|
|
154
|
|
|
66
|
|
|
146
|
|
Assumed conversion of performance-based restricted stock awards
|
764
|
|
|
1,304
|
|
|
801
|
|
|
1,209
|
|
Diluted weighted-average common shares outstanding
|
214,872
|
|
|
214,553
|
|
|
214,718
|
|
|
212,098
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
|
(in thousands, except per share data)
|
||||||||||||||
Calculation of basic EPS:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net income
|
$
|
104,815
|
|
|
$
|
97,014
|
|
|
$
|
293,585
|
|
|
$
|
287,339
|
|
Less: Net income allocated to participating securities
|
(147
|
)
|
|
(157
|
)
|
|
(411
|
)
|
|
(470
|
)
|
||||
Net income attributable to common shareholders
|
$
|
104,668
|
|
|
$
|
96,857
|
|
|
$
|
293,174
|
|
|
$
|
286,869
|
|
Weighted-average common shares outstanding
|
213,876
|
|
|
212,500
|
|
|
213,589
|
|
|
210,059
|
|
||||
Basic EPS
|
$
|
0.49
|
|
|
$
|
0.46
|
|
|
$
|
1.37
|
|
|
$
|
1.37
|
|
|
|
|
|
|
|
|
|
||||||||
Calculation of diluted EPS:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net income
|
$
|
104,815
|
|
|
$
|
97,014
|
|
|
$
|
293,585
|
|
|
$
|
287,339
|
|
Diluted weighted-average common shares outstanding
|
214,872
|
|
|
214,553
|
|
|
214,718
|
|
|
212,098
|
|
||||
Diluted EPS
|
$
|
0.49
|
|
|
$
|
0.45
|
|
|
$
|
1.37
|
|
|
$
|
1.35
|
|
|
Number of Award
Shares
|
|
Outstanding at December 31, 2017
|
344,744
|
|
Granted
|
283,183
|
|
Released
|
(273,152
|
)
|
Canceled
(1)
|
(54,999
|
)
|
Outstanding at September 30, 2018
|
299,776
|
|
|
Number of Performance-Based Award Shares
|
|
Outstanding at December 31, 2017
|
1,664,000
|
|
Granted
|
556,000
|
|
Released
|
(548,000
|
)
|
Canceled
(1)
|
(330,000
|
)
|
Outstanding at September 30, 2018
|
1,342,000
|
|
|
September 30,
2018 |
|
December 31,
2017 |
||||
|
(in thousands)
|
||||||
Land and improvements
|
$
|
2,054,678
|
|
|
$
|
2,057,928
|
|
Building and improvements
|
2,461,573
|
|
|
2,461,573
|
|
||
Total real estate investments
|
4,516,251
|
|
|
4,519,501
|
|
||
Less accumulated depreciation
|
(931,612
|
)
|
|
(857,456
|
)
|
||
Real estate investments, net
|
$
|
3,584,639
|
|
|
$
|
3,662,045
|
|
|
September 30,
2018 |
|
December 31,
2017 |
||||
|
(in thousands)
|
||||||
Land rights
|
$
|
656,666
|
|
|
$
|
656,666
|
|
Less accumulated amortization
|
(24,700
|
)
|
|
(16,518
|
)
|
||
Land rights, net
|
$
|
631,966
|
|
|
$
|
640,148
|
|
|
September 30,
2018 |
|
December 31,
2017 |
||||
|
(in thousands)
|
||||||
Land and improvements
|
$
|
30,288
|
|
|
$
|
30,276
|
|
Building and improvements
|
116,544
|
|
|
116,286
|
|
||
Furniture, fixtures, and equipment
|
116,045
|
|
|
114,972
|
|
||
Construction in progress
|
618
|
|
|
8
|
|
||
Total property and equipment
|
263,495
|
|
|
261,542
|
|
||
Less accumulated depreciation
|
(161,066
|
)
|
|
(153,249
|
)
|
||
Property and equipment, net
|
$
|
102,429
|
|
|
$
|
108,293
|
|
|
September 30,
2018 |
|
December 31,
2017 |
||||
|
(in thousands)
|
||||||
Minimum lease payments receivable
|
$
|
3,176,236
|
|
|
$
|
3,263,387
|
|
Unguaranteed residual value
|
689,811
|
|
|
689,811
|
|
||
Gross investment in direct financing lease
|
3,866,047
|
|
|
3,953,198
|
|
||
Less: unearned income
|
(1,265,649
|
)
|
|
(1,315,559
|
)
|
||
Investment in direct financing lease, net
|
$
|
2,600,398
|
|
|
$
|
2,637,639
|
|
|
September 30,
2018 |
|
December 31,
2017 |
||||
|
(in thousands)
|
||||||
Unsecured term loan A
|
$
|
—
|
|
|
$
|
230,000
|
|
Unsecured term loan A-1
|
525,000
|
|
|
825,000
|
|
||
Unsecured revolver
|
—
|
|
|
—
|
|
||
$550 million 4.375% senior unsecured notes due November 2018
|
—
|
|
|
550,000
|
|
||
$1,000 million 4.875% senior unsecured notes due November 2020
|
1,000,000
|
|
|
1,000,000
|
|
||
$400 million 4.375% senior unsecured notes due April 2021
|
400,000
|
|
|
400,000
|
|
||
$500 million 5.375% senior unsecured notes due November 2023
|
500,000
|
|
|
500,000
|
|
||
$850 million 5.25% senior unsecured notes due June 2025
|
850,000
|
|
|
—
|
|
||
$975 million 5.375% senior unsecured notes due April 2026
|
975,000
|
|
|
975,000
|
|
||
$500 million 5.75% senior unsecured notes due June 2028
|
500,000
|
|
|
—
|
|
||
$750 million 5.30% senior unsecured notes due January 2029
|
750,000
|
|
|
—
|
|
||
Capital lease
|
1,142
|
|
|
1,230
|
|
||
Total long-term debt
|
5,501,142
|
|
|
4,481,230
|
|
||
Less: unamortized debt issuance costs, bond premiums and original issuance discounts
|
(51,995
|
)
|
|
(38,350
|
)
|
||
Total long-term debt, net of unamortized debt issuance costs, bond premiums and original issuance discounts
|
$
|
5,449,147
|
|
|
$
|
4,442,880
|
|
Within one year
|
$
|
122
|
|
2-3 years
|
1,925,261
|
|
|
4-5 years
|
287
|
|
|
Over 5 years
|
3,575,472
|
|
|
Total minimum payments
|
$
|
5,501,142
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
|
(in thousands)
|
|
(in thousands)
|
||||||||||||
Slot machines
|
$
|
26,898
|
|
|
$
|
29,547
|
|
|
$
|
86,030
|
|
|
$
|
91,563
|
|
Table games
|
3,513
|
|
|
4,034
|
|
|
11,992
|
|
|
13,288
|
|
||||
Poker
|
249
|
|
|
304
|
|
|
825
|
|
|
888
|
|
||||
Food, beverage and other
|
2,132
|
|
|
2,313
|
|
|
6,735
|
|
|
7,208
|
|
||||
Promotional allowances
|
(1,042
|
)
|
|
(1,181
|
)
|
|
(3,197
|
)
|
|
(3,650
|
)
|
||||
Total gaming, food, beverage and other revenue
|
$
|
31,750
|
|
|
$
|
35,017
|
|
|
$
|
102,385
|
|
|
$
|
109,297
|
|
Declaration Date
|
|
Shareholder Record Date
|
|
Securities Class
|
|
Dividend Per Share
|
|
Period Covered
|
|
Distribution Date
|
|
Dividend Amount
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
(in thousands)
|
||||
2018
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
February 1, 2018
|
|
March 9, 2018
|
|
Common Stock
|
|
$
|
0.63
|
|
|
First Quarter 2018
|
|
March 23, 2018
|
|
$
|
134,490
|
|
April 24, 2018
|
|
June 15, 2018
|
|
Common Stock
|
|
$
|
0.63
|
|
|
Second Quarter 2018
|
|
June 29, 2018
|
|
$
|
134,631
|
|
July 31, 2018
|
|
September 7, 2018
|
|
Common Stock
|
|
$
|
0.63
|
|
|
Third Quarter 2018
|
|
September 21, 2018
|
|
$
|
134,844
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
2017
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
February 1, 2017
|
|
March 13, 2017
|
|
Common Stock
|
|
$
|
0.62
|
|
|
First Quarter 2017
|
|
March 24, 2017
|
|
$
|
129,007
|
|
April 25, 2017
|
|
June 16, 2017
|
|
Common Stock
|
|
$
|
0.62
|
|
|
Second Quarter 2017
|
|
June 30, 2017
|
|
$
|
131,554
|
|
July 25, 2017
|
|
September 8, 2017
|
|
Common Stock
|
|
$
|
0.63
|
|
|
Third Quarter 2017
|
|
September 22, 2017
|
|
$
|
133,936
|
|
|
|
Three Months Ended September 30, 2018
|
|
Three Months Ended September 30, 2017
|
||||||||||||||||||||||||||||
(in thousands)
|
|
GLP Capital
|
|
TRS Properties
|
|
Eliminations
(1)
|
|
Total
|
|
GLP Capital
|
|
TRS Properties
|
|
Eliminations
(1)
|
|
Total
|
||||||||||||||||
Total revenues
|
|
$
|
222,389
|
|
|
$
|
31,750
|
|
|
$
|
—
|
|
|
$
|
254,139
|
|
|
$
|
209,489
|
|
|
$
|
35,017
|
|
|
$
|
—
|
|
|
$
|
244,506
|
|
Income from operations
|
|
159,678
|
|
|
5,156
|
|
|
—
|
|
|
164,834
|
|
|
146,731
|
|
|
5,968
|
|
|
—
|
|
|
152,699
|
|
||||||||
Interest, net
|
|
58,924
|
|
|
2,600
|
|
|
(2,601
|
)
|
|
58,923
|
|
|
54,001
|
|
|
2,601
|
|
|
(2,601
|
)
|
|
54,001
|
|
||||||||
Income before income taxes
|
|
103,355
|
|
|
2,556
|
|
|
—
|
|
|
105,911
|
|
|
95,331
|
|
|
3,367
|
|
|
—
|
|
|
98,698
|
|
||||||||
Income tax expense
|
|
229
|
|
|
867
|
|
|
—
|
|
|
1,096
|
|
|
242
|
|
|
1,442
|
|
|
—
|
|
|
1,684
|
|
||||||||
Net income
|
|
103,126
|
|
|
1,689
|
|
|
—
|
|
|
104,815
|
|
|
95,089
|
|
|
1,925
|
|
|
—
|
|
|
97,014
|
|
||||||||
Depreciation
|
|
24,928
|
|
|
2,339
|
|
|
—
|
|
|
27,267
|
|
|
25,820
|
|
|
2,812
|
|
|
—
|
|
|
28,632
|
|
||||||||
Capital project expenditures
|
|
6
|
|
|
—
|
|
|
—
|
|
|
6
|
|
|
10
|
|
|
—
|
|
|
—
|
|
|
10
|
|
||||||||
Capital maintenance expenditures
|
|
—
|
|
|
970
|
|
|
—
|
|
|
970
|
|
|
—
|
|
|
460
|
|
|
—
|
|
|
460
|
|
|
|
Nine Months Ended September 30, 2018
|
|
Nine Months Ended September 30, 2017
|
||||||||||||||||||||||||||||
(in thousands)
|
|
GLP Capital
|
|
TRS Properties
|
|
Eliminations
(1)
|
|
Total
|
|
GLP Capital
|
|
TRS Properties
|
|
Eliminations
(1)
|
|
Total
|
||||||||||||||||
Total revenues
|
|
$
|
650,025
|
|
|
$
|
102,385
|
|
|
$
|
—
|
|
|
$
|
752,410
|
|
|
$
|
621,313
|
|
|
$
|
109,297
|
|
|
$
|
—
|
|
|
$
|
730,610
|
|
Income from operations
|
|
450,685
|
|
|
19,241
|
|
|
—
|
|
|
469,926
|
|
|
434,166
|
|
|
21,235
|
|
|
—
|
|
|
455,401
|
|
||||||||
Interest, net
|
|
168,676
|
|
|
7,802
|
|
|
(7,804
|
)
|
|
168,674
|
|
|
161,658
|
|
|
7,802
|
|
|
(7,804
|
)
|
|
161,656
|
|
||||||||
Income before income taxes
|
|
286,340
|
|
|
11,439
|
|
|
—
|
|
|
297,779
|
|
|
280,312
|
|
|
13,433
|
|
|
—
|
|
|
293,745
|
|
||||||||
Income tax expense
|
|
628
|
|
|
3,566
|
|
|
—
|
|
|
4,194
|
|
|
854
|
|
|
5,552
|
|
|
—
|
|
|
6,406
|
|
||||||||
Net income
|
|
285,712
|
|
|
7,873
|
|
|
—
|
|
|
293,585
|
|
|
279,458
|
|
|
7,881
|
|
|
—
|
|
|
287,339
|
|
||||||||
Depreciation
|
|
75,715
|
|
|
7,029
|
|
|
—
|
|
|
82,744
|
|
|
76,870
|
|
|
8,442
|
|
|
—
|
|
|
85,312
|
|
||||||||
Capital project expenditures
|
|
20
|
|
|
—
|
|
|
—
|
|
|
20
|
|
|
78
|
|
|
—
|
|
|
—
|
|
|
78
|
|
||||||||
Capital maintenance expenditures
|
|
51
|
|
|
2,903
|
|
|
—
|
|
|
2,954
|
|
|
—
|
|
|
2,187
|
|
|
—
|
|
|
2,187
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
|
(in thousands)
|
|
|
|
(in thousands)
|
||||||||||
Cash paid for income taxes, net of refunds received
|
$
|
1,517
|
|
|
$
|
2,571
|
|
|
$
|
4,189
|
|
|
$
|
8,995
|
|
Cash paid for interest
|
7,234
|
|
|
8,503
|
|
|
109,644
|
|
|
111,116
|
|
At September 30, 2018
Condensed Consolidating Balance Sheet |
|
Parent
Guarantor
|
|
Subsidiary
Issuers
|
|
Other
Subsidiary
Non-Issuers
|
|
Eliminations
|
|
Consolidated
|
||||||||||
|
|
(in thousands)
|
||||||||||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Real estate investments, net
|
|
$
|
—
|
|
|
$
|
1,723,412
|
|
|
$
|
1,861,227
|
|
|
$
|
—
|
|
|
$
|
3,584,639
|
|
Land rights, net
|
|
—
|
|
|
57,385
|
|
|
574,581
|
|
|
—
|
|
|
631,966
|
|
|||||
Property and equipment, used in operations, net
|
|
—
|
|
|
19,079
|
|
|
83,350
|
|
|
—
|
|
|
102,429
|
|
|||||
Investment in direct financing lease, net
|
|
—
|
|
|
—
|
|
|
2,600,398
|
|
|
—
|
|
|
2,600,398
|
|
|||||
Cash and cash equivalents
|
|
—
|
|
|
1,143,272
|
|
|
19,502
|
|
|
—
|
|
|
1,162,774
|
|
|||||
Prepaid expenses
|
|
—
|
|
|
5,135
|
|
|
4,121
|
|
|
805
|
|
|
10,061
|
|
|||||
Goodwill
|
|
—
|
|
|
—
|
|
|
75,521
|
|
|
—
|
|
|
75,521
|
|
|||||
Other intangible assets
|
|
—
|
|
|
—
|
|
|
9,577
|
|
|
—
|
|
|
9,577
|
|
|||||
Loan receivable
|
|
—
|
|
|
—
|
|
|
13,991
|
|
|
—
|
|
|
13,991
|
|
|||||
Intercompany loan receivable
|
|
—
|
|
|
193,595
|
|
|
—
|
|
|
(193,595
|
)
|
|
—
|
|
|||||
Intercompany transactions and investment in subsidiaries
|
|
2,358,396
|
|
|
5,025,524
|
|
|
2,851,816
|
|
|
(10,235,736
|
)
|
|
—
|
|
|||||
Deferred tax assets
|
|
—
|
|
|
—
|
|
|
4,973
|
|
|
—
|
|
|
4,973
|
|
|||||
Other assets
|
|
—
|
|
|
65,971
|
|
|
33,598
|
|
|
—
|
|
|
99,569
|
|
|||||
Total assets
|
|
$
|
2,358,396
|
|
|
$
|
8,233,373
|
|
|
$
|
8,132,655
|
|
|
$
|
(10,428,526
|
)
|
|
$
|
8,295,898
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Accounts payable
|
|
$
|
—
|
|
|
$
|
1,764
|
|
|
$
|
87
|
|
|
$
|
—
|
|
|
$
|
1,851
|
|
Accrued expenses
|
|
—
|
|
|
2,347
|
|
|
6,562
|
|
|
—
|
|
|
8,909
|
|
|||||
Accrued interest
|
|
—
|
|
|
92,093
|
|
|
—
|
|
|
—
|
|
|
92,093
|
|
|||||
Accrued salaries and wages
|
|
—
|
|
|
12,864
|
|
|
1,971
|
|
|
—
|
|
|
14,835
|
|
|||||
Gaming, property, and other taxes
|
|
—
|
|
|
28,017
|
|
|
33,822
|
|
|
—
|
|
|
61,839
|
|
|||||
Income taxes
|
|
—
|
|
|
(90
|
)
|
|
(715
|
)
|
|
805
|
|
|
—
|
|
|||||
Long-term debt, net of unamortized debt issuance costs, bond premiums and original issuance discounts
|
|
—
|
|
|
5,449,147
|
|
|
—
|
|
|
—
|
|
|
5,449,147
|
|
|||||
Intercompany loan payable
|
|
—
|
|
|
—
|
|
|
193,595
|
|
|
(193,595
|
)
|
|
—
|
|
|||||
Deferred rental revenue
|
|
—
|
|
|
263,002
|
|
|
18,172
|
|
|
—
|
|
|
281,174
|
|
|||||
Deferred tax liabilities
|
|
—
|
|
|
—
|
|
|
279
|
|
|
—
|
|
|
279
|
|
|||||
Other liabilities
|
|
—
|
|
|
25,834
|
|
|
1,541
|
|
|
—
|
|
|
27,375
|
|
|||||
Total liabilities
|
|
—
|
|
|
5,874,978
|
|
|
255,314
|
|
|
(192,790
|
)
|
|
5,937,502
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Shareholders’ equity (deficit)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Preferred stock ($.01 par value, 50,000,000 shares authorized, no shares issued or outstanding at September 30, 2018)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Common stock ($.01 par value, 500,000,000 shares authorized, 214,037,994 shares issued and outstanding at September 30, 2018)
|
|
2,140
|
|
|
2,140
|
|
|
2,140
|
|
|
(4,280
|
)
|
|
2,140
|
|
|||||
Additional paid-in capital
|
|
3,945,392
|
|
|
3,945,393
|
|
|
9,510,320
|
|
|
(13,455,713
|
)
|
|
3,945,392
|
|
|||||
Retained accumulated (deficit) earnings
|
|
(1,589,136
|
)
|
|
(1,589,138
|
)
|
|
(1,635,119
|
)
|
|
3,224,257
|
|
|
(1,589,136
|
)
|
|||||
Total shareholders’ equity (deficit)
|
|
2,358,396
|
|
|
2,358,395
|
|
|
7,877,341
|
|
|
(10,235,736
|
)
|
|
2,358,396
|
|
|||||
Total liabilities and shareholders’ equity (deficit)
|
|
$
|
2,358,396
|
|
|
$
|
8,233,373
|
|
|
$
|
8,132,655
|
|
|
$
|
(10,428,526
|
)
|
|
$
|
8,295,898
|
|
Three months ended September 30, 2018
Condensed Consolidating Statement of Income |
|
Parent
Guarantor
|
|
Subsidiary
Issuers
|
|
Other
Subsidiary
Non-Issuers
|
|
Eliminations
|
|
Consolidated
|
||||||||||
|
|
(in thousands)
|
||||||||||||||||||
Revenues
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Rental income
|
|
$
|
—
|
|
|
$
|
101,130
|
|
|
$
|
69,146
|
|
|
$
|
—
|
|
|
$
|
170,276
|
|
Income from direct financing lease
|
|
—
|
|
|
—
|
|
|
30,843
|
|
|
—
|
|
|
30,843
|
|
|||||
Real estate taxes paid by tenants
|
|
—
|
|
|
11,032
|
|
|
10,238
|
|
|
—
|
|
|
21,270
|
|
|||||
Total rental revenue and income from direct financing lease
|
|
—
|
|
|
112,162
|
|
|
110,227
|
|
|
—
|
|
|
222,389
|
|
|||||
Gaming, food, beverage and other
|
|
—
|
|
|
—
|
|
|
31,750
|
|
|
—
|
|
|
31,750
|
|
|||||
Total revenues
|
|
—
|
|
|
112,162
|
|
|
141,977
|
|
|
—
|
|
|
254,139
|
|
|||||
Operating expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Gaming, food, beverage and other
|
|
—
|
|
|
—
|
|
|
18,962
|
|
|
—
|
|
|
18,962
|
|
|||||
Real estate taxes
|
|
—
|
|
|
11,051
|
|
|
10,535
|
|
|
—
|
|
|
21,586
|
|
|||||
Land rights and ground lease expense
|
|
—
|
|
|
1,920
|
|
|
4,564
|
|
|
—
|
|
|
6,484
|
|
|||||
General and administrative
|
|
—
|
|
|
9,943
|
|
|
5,063
|
|
|
—
|
|
|
15,006
|
|
|||||
Depreciation
|
|
—
|
|
|
22,946
|
|
|
4,321
|
|
|
—
|
|
|
27,267
|
|
|||||
Total operating expenses
|
|
—
|
|
|
45,860
|
|
|
43,445
|
|
|
—
|
|
|
89,305
|
|
|||||
Income from operations
|
|
—
|
|
|
66,302
|
|
|
98,532
|
|
|
—
|
|
|
164,834
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Other income (expenses)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Interest expense
|
|
—
|
|
|
(60,341
|
)
|
|
—
|
|
|
—
|
|
|
(60,341
|
)
|
|||||
Interest income
|
|
—
|
|
|
907
|
|
|
511
|
|
|
—
|
|
|
1,418
|
|
|||||
Intercompany dividends and interest
|
|
—
|
|
|
123,240
|
|
|
4,799
|
|
|
(128,039
|
)
|
|
—
|
|
|||||
Total other income (expenses)
|
|
—
|
|
|
63,806
|
|
|
5,310
|
|
|
(128,039
|
)
|
|
(58,923
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Income (loss) before income taxes
|
|
—
|
|
|
130,108
|
|
|
103,842
|
|
|
(128,039
|
)
|
|
105,911
|
|
|||||
Income tax expense
|
|
—
|
|
|
228
|
|
|
868
|
|
|
—
|
|
|
1,096
|
|
|||||
Net income (loss)
|
|
$
|
—
|
|
|
$
|
129,880
|
|
|
$
|
102,974
|
|
|
$
|
(128,039
|
)
|
|
$
|
104,815
|
|
Nine months ended September 30, 2018
Condensed Consolidating Statement of Income |
|
Parent
Guarantor
|
|
Subsidiary
Issuers
|
|
Other
Subsidiary
Non-Issuers
|
|
Eliminations
|
|
Consolidated
|
||||||||||
|
|
(in thousands)
|
||||||||||||||||||
Revenues
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Rental income
|
|
$
|
—
|
|
|
$
|
304,716
|
|
|
$
|
204,830
|
|
|
$
|
—
|
|
|
$
|
509,546
|
|
Income from direct financing lease
|
|
—
|
|
|
—
|
|
|
76,448
|
|
|
—
|
|
|
76,448
|
|
|||||
Real estate taxes paid by tenants
|
|
—
|
|
|
33,108
|
|
|
30,923
|
|
|
—
|
|
|
64,031
|
|
|||||
Total rental revenue and income from direct financing lease
|
|
—
|
|
|
337,824
|
|
|
312,201
|
|
|
—
|
|
|
650,025
|
|
|||||
Gaming, food, beverage and other
|
|
—
|
|
|
—
|
|
|
102,385
|
|
|
—
|
|
|
102,385
|
|
|||||
Total revenues
|
|
—
|
|
|
337,824
|
|
|
414,586
|
|
|
—
|
|
|
752,410
|
|
|||||
Operating expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Gaming, food, beverage and other
|
|
—
|
|
|
—
|
|
|
59,027
|
|
|
—
|
|
|
59,027
|
|
|||||
Real estate taxes
|
|
—
|
|
|
33,165
|
|
|
31,816
|
|
|
—
|
|
|
64,981
|
|
|||||
Land rights and ground lease expense
|
|
—
|
|
|
5,868
|
|
|
13,592
|
|
|
—
|
|
|
19,460
|
|
|||||
General and administrative
|
|
—
|
|
|
39,880
|
|
|
16,392
|
|
|
—
|
|
|
56,272
|
|
|||||
Depreciation
|
|
—
|
|
|
69,737
|
|
|
13,007
|
|
|
—
|
|
|
82,744
|
|
|||||
Total operating expenses
|
|
—
|
|
|
148,650
|
|
|
133,834
|
|
|
—
|
|
|
282,484
|
|
|||||
Income from operations
|
|
—
|
|
|
189,174
|
|
|
280,752
|
|
|
—
|
|
|
469,926
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Other income (expenses)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Interest expense
|
|
—
|
|
|
(171,464
|
)
|
|
—
|
|
|
—
|
|
|
(171,464
|
)
|
|||||
Interest income
|
|
—
|
|
|
1,311
|
|
|
1,479
|
|
|
—
|
|
|
2,790
|
|
|||||
Losses on debt extinguishment
|
|
—
|
|
|
(3,473
|
)
|
|
—
|
|
|
—
|
|
|
(3,473
|
)
|
|||||
Intercompany dividends and interest
|
|
—
|
|
|
340,331
|
|
|
9,382
|
|
|
(349,713
|
)
|
|
—
|
|
|||||
Total other income (expenses)
|
|
—
|
|
|
166,705
|
|
|
10,861
|
|
|
(349,713
|
)
|
|
(172,147
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Income (loss) before income taxes
|
|
—
|
|
|
355,879
|
|
|
291,613
|
|
|
(349,713
|
)
|
|
297,779
|
|
|||||
Income tax expense
|
|
—
|
|
|
627
|
|
|
3,567
|
|
|
—
|
|
|
4,194
|
|
|||||
Net income (loss)
|
|
$
|
—
|
|
|
$
|
355,252
|
|
|
$
|
288,046
|
|
|
$
|
(349,713
|
)
|
|
$
|
293,585
|
|
Nine months ended September 30, 2018
Condensed Consolidating Statement of Cash Flows |
|
Parent
Guarantor
|
|
Subsidiary
Issuers
|
|
Other
Subsidiary
Non-Issuers
|
|
Eliminations
|
|
Consolidated
|
||||||||||
|
|
(in thousands)
|
||||||||||||||||||
Operating activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Net income (loss)
|
|
$
|
—
|
|
|
$
|
355,252
|
|
|
$
|
288,046
|
|
|
$
|
(349,713
|
)
|
|
$
|
293,585
|
|
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Depreciation and amortization
|
|
—
|
|
|
70,987
|
|
|
19,939
|
|
|
—
|
|
|
90,926
|
|
|||||
Amortization of debt issuance costs, bond premiums and original issuance discounts
|
|
—
|
|
|
9,278
|
|
|
—
|
|
|
—
|
|
|
9,278
|
|
|||||
Paid-in-kind interest income
|
|
—
|
|
|
—
|
|
|
(991
|
)
|
|
—
|
|
|
(991
|
)
|
|||||
(Gains) losses on dispositions of property
|
|
—
|
|
|
120
|
|
|
234
|
|
|
—
|
|
|
354
|
|
|||||
Deferred income taxes
|
|
—
|
|
|
—
|
|
|
(299
|
)
|
|
—
|
|
|
(299
|
)
|
|||||
Stock-based compensation
|
|
—
|
|
|
7,878
|
|
|
—
|
|
|
—
|
|
|
7,878
|
|
|||||
Straight-line rent adjustments
|
|
—
|
|
|
42,983
|
|
|
6,167
|
|
|
—
|
|
|
49,150
|
|
|||||
Losses on debt extinguishment
|
|
—
|
|
|
3,473
|
|
|
—
|
|
|
—
|
|
|
3,473
|
|
|||||
(Increase) decrease,
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Prepaid expenses and other assets
|
|
—
|
|
|
(1,811
|
)
|
|
204
|
|
|
833
|
|
|
(774
|
)
|
|||||
Intercompany
|
|
—
|
|
|
294
|
|
|
(294
|
)
|
|
—
|
|
|
—
|
|
|||||
Increase (decrease),
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Accounts payable
|
|
—
|
|
|
1,146
|
|
|
(10
|
)
|
|
—
|
|
|
1,136
|
|
|||||
Accrued expenses
|
|
—
|
|
|
503
|
|
|
(19
|
)
|
|
—
|
|
|
484
|
|
|||||
Accrued interest
|
|
—
|
|
|
58,852
|
|
|
—
|
|
|
—
|
|
|
58,852
|
|
|||||
Accrued salaries and wages
|
|
—
|
|
|
5,032
|
|
|
(1,006
|
)
|
|
—
|
|
|
4,026
|
|
|||||
Gaming, property and other taxes
|
|
—
|
|
|
(164
|
)
|
|
422
|
|
|
—
|
|
|
258
|
|
|||||
Income taxes
|
|
—
|
|
|
216
|
|
|
617
|
|
|
(833
|
)
|
|
—
|
|
|||||
Other liabilities
|
|
—
|
|
|
1,355
|
|
|
(473
|
)
|
|
—
|
|
|
882
|
|
|||||
Net cash provided by (used in) operating activities
|
|
—
|
|
|
555,394
|
|
|
312,537
|
|
|
(349,713
|
)
|
|
518,218
|
|
|||||
Investing activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Capital project expenditures
|
|
—
|
|
|
(20
|
)
|
|
—
|
|
|
—
|
|
|
(20
|
)
|
|||||
Capital maintenance expenditures
|
|
—
|
|
|
(51
|
)
|
|
(2,903
|
)
|
|
—
|
|
|
(2,954
|
)
|
|||||
Proceeds from sale of property and equipment
|
|
—
|
|
|
3,130
|
|
|
16
|
|
|
—
|
|
|
3,146
|
|
|||||
Acquisition of real estate assets
|
|
—
|
|
|
(15,552
|
)
|
|
—
|
|
|
—
|
|
|
(15,552
|
)
|
|||||
Collection of principal payments on investment in direct financing lease
|
|
—
|
|
|
—
|
|
|
37,241
|
|
|
—
|
|
|
37,241
|
|
|||||
Net cash provided by investing activities
|
|
—
|
|
|
(12,493
|
)
|
|
34,354
|
|
|
—
|
|
|
21,861
|
|
|||||
Financing activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Dividends paid
|
|
(404,602
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(404,602
|
)
|
|||||
Proceeds from exercise of options
|
|
3,698
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,698
|
|
|||||
Proceeds from issuance of long-term debt
|
|
—
|
|
|
2,107,405
|
|
|
—
|
|
|
—
|
|
|
2,107,405
|
|
|||||
Financing costs
|
|
—
|
|
|
(30,889
|
)
|
|
—
|
|
|
—
|
|
|
(30,889
|
)
|
|||||
Repayments of long-term debt
|
|
—
|
|
|
(1,080,087
|
)
|
|
—
|
|
|
—
|
|
|
(1,080,087
|
)
|
|||||
Premium and related costs paid on tender of senior unsecured notes
|
|
—
|
|
|
(1,884
|
)
|
|
—
|
|
|
—
|
|
|
(1,884
|
)
|
|||||
Intercompany financing
|
|
400,904
|
|
|
(400,908
|
)
|
|
(349,709
|
)
|
|
349,713
|
|
|
—
|
|
|||||
Net cash provided by (used in) financing activities
|
|
—
|
|
|
593,637
|
|
|
(349,709
|
)
|
|
349,713
|
|
|
593,641
|
|
|||||
Net increase (decrease) in cash and cash equivalents
|
|
—
|
|
|
1,136,538
|
|
|
(2,818
|
)
|
|
—
|
|
|
1,133,720
|
|
|||||
Cash and cash equivalents at beginning of period
|
|
—
|
|
|
6,734
|
|
|
22,320
|
|
|
—
|
|
|
29,054
|
|
|||||
Cash and cash equivalents at end of period
|
|
$
|
—
|
|
|
$
|
1,143,272
|
|
|
$
|
19,502
|
|
|
$
|
—
|
|
|
$
|
1,162,774
|
|
At December 31, 2017
Condensed Consolidating Balance Sheet |
|
Parent
Guarantor
|
|
Subsidiary
Issuers
|
|
Other
Subsidiary
Non-Issuers
|
|
Eliminations
|
|
Consolidated
|
||||||||||
|
|
(in thousands)
|
||||||||||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Real estate investments, net
|
|
$
|
—
|
|
|
$
|
1,794,840
|
|
|
$
|
1,867,205
|
|
|
$
|
—
|
|
|
$
|
3,662,045
|
|
Land rights, net
|
|
—
|
|
|
58,635
|
|
|
581,513
|
|
|
—
|
|
|
640,148
|
|
|||||
Property and equipment, used in operations, net
|
|
—
|
|
|
20,568
|
|
|
87,725
|
|
|
—
|
|
|
108,293
|
|
|||||
Investment in direct financing lease, net
|
|
—
|
|
|
—
|
|
|
2,637,639
|
|
|
—
|
|
|
2,637,639
|
|
|||||
Cash and cash equivalents
|
|
—
|
|
|
6,734
|
|
|
22,320
|
|
|
—
|
|
|
29,054
|
|
|||||
Prepaid expenses
|
|
—
|
|
|
4,067
|
|
|
2,746
|
|
|
1,639
|
|
|
8,452
|
|
|||||
Goodwill
|
|
—
|
|
|
—
|
|
|
75,521
|
|
|
—
|
|
|
75,521
|
|
|||||
Other intangible assets
|
|
—
|
|
|
—
|
|
|
9,577
|
|
|
—
|
|
|
9,577
|
|
|||||
Loan receivable
|
|
—
|
|
|
—
|
|
|
13,000
|
|
|
—
|
|
|
13,000
|
|
|||||
Intercompany loan receivable
|
|
—
|
|
|
193,595
|
|
|
—
|
|
|
(193,595
|
)
|
|
—
|
|
|||||
Intercompany transactions and investment in subsidiaries
|
|
2,458,247
|
|
|
5,087,893
|
|
|
2,959,174
|
|
|
(10,505,314
|
)
|
|
—
|
|
|||||
Deferred tax assets
|
|
—
|
|
|
—
|
|
|
4,478
|
|
|
—
|
|
|
4,478
|
|
|||||
Other assets
|
|
—
|
|
|
42,485
|
|
|
16,190
|
|
|
—
|
|
|
58,675
|
|
|||||
Total assets
|
|
$
|
2,458,247
|
|
|
$
|
7,208,817
|
|
|
$
|
8,277,088
|
|
|
$
|
(10,697,270
|
)
|
|
$
|
7,246,882
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Accounts payable
|
|
$
|
—
|
|
|
$
|
619
|
|
|
$
|
96
|
|
|
$
|
—
|
|
|
$
|
715
|
|
Accrued expenses
|
|
—
|
|
|
672
|
|
|
7,241
|
|
|
—
|
|
|
7,913
|
|
|||||
Accrued interest
|
|
—
|
|
|
33,241
|
|
|
—
|
|
|
—
|
|
|
33,241
|
|
|||||
Accrued salaries and wages
|
|
—
|
|
|
7,832
|
|
|
2,977
|
|
|
—
|
|
|
10,809
|
|
|||||
Gaming, property, and other taxes
|
|
—
|
|
|
21,135
|
|
|
14,264
|
|
|
—
|
|
|
35,399
|
|
|||||
Income taxes
|
|
—
|
|
|
(306
|
)
|
|
(1,333
|
)
|
|
1,639
|
|
|
—
|
|
|||||
Long-term debt, net of unamortized debt issuance costs
|
|
—
|
|
|
4,442,880
|
|
|
—
|
|
|
—
|
|
|
4,442,880
|
|
|||||
Intercompany loan payable
|
|
—
|
|
|
—
|
|
|
193,595
|
|
|
(193,595
|
)
|
|
—
|
|
|||||
Deferred rental revenue
|
|
—
|
|
|
220,019
|
|
|
12,004
|
|
|
—
|
|
|
232,023
|
|
|||||
Deferred tax liabilities
|
|
—
|
|
|
—
|
|
|
244
|
|
|
—
|
|
|
244
|
|
|||||
Other liabilities
|
|
—
|
|
|
24,478
|
|
|
933
|
|
|
—
|
|
|
25,411
|
|
|||||
Total liabilities
|
|
—
|
|
|
4,750,570
|
|
|
230,021
|
|
|
(191,956
|
)
|
|
4,788,635
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Shareholders’ equity (deficit)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Preferred stock ($.01 par value, 50,000,000 shares authorized, no shares issued or outstanding at December 31, 2016)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Common stock ($.01 par value, 500,000,000 shares authorized, 212,717,549 shares issued and outstanding at December 31, 2017)
|
|
2,127
|
|
|
2,127
|
|
|
2,127
|
|
|
(4,254
|
)
|
|
2,127
|
|
|||||
Additional paid-in capital
|
|
3,933,829
|
|
|
3,933,831
|
|
|
9,498,755
|
|
|
(13,432,586
|
)
|
|
3,933,829
|
|
|||||
Retained accumulated (deficit) earnings
|
|
(1,477,709
|
)
|
|
(1,477,711
|
)
|
|
(1,453,815
|
)
|
|
2,931,526
|
|
|
(1,477,709
|
)
|
|||||
Total shareholders’ equity (deficit)
|
|
2,458,247
|
|
|
2,458,247
|
|
|
8,047,067
|
|
|
(10,505,314
|
)
|
|
2,458,247
|
|
|||||
Total liabilities and shareholders’ equity (deficit)
|
|
$
|
2,458,247
|
|
|
$
|
7,208,817
|
|
|
$
|
8,277,088
|
|
|
$
|
(10,697,270
|
)
|
|
$
|
7,246,882
|
|
Three months ended September 30, 2017
Condensed Consolidating Statement of Income |
|
Parent
Guarantor
|
|
Subsidiary
Issuers
|
|
Other
Subsidiary
Non-
Issuers
|
|
Eliminations
|
|
Consolidated
|
||||||||||
|
|
(in thousands)
|
||||||||||||||||||
Revenues
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Rental income
|
|
$
|
—
|
|
|
$
|
100,310
|
|
|
$
|
68,720
|
|
|
$
|
—
|
|
|
$
|
169,030
|
|
Income from direct financing lease
|
|
—
|
|
|
—
|
|
|
19,037
|
|
|
—
|
|
|
19,037
|
|
|||||
Real estate taxes paid by tenants
|
|
—
|
|
|
11,093
|
|
|
10,329
|
|
|
—
|
|
|
21,422
|
|
|||||
Total rental revenue and income from direct financing lease
|
|
—
|
|
|
111,403
|
|
|
98,086
|
|
|
—
|
|
|
209,489
|
|
|||||
Gaming, food, beverage and other
|
|
—
|
|
|
—
|
|
|
35,017
|
|
|
—
|
|
|
35,017
|
|
|||||
Total revenues
|
|
—
|
|
|
111,403
|
|
|
133,103
|
|
|
—
|
|
|
244,506
|
|
|||||
Operating expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Gaming, food, beverage and other
|
|
—
|
|
|
—
|
|
|
19,890
|
|
|
—
|
|
|
19,890
|
|
|||||
Real estate taxes
|
|
—
|
|
|
11,111
|
|
|
10,640
|
|
|
—
|
|
|
21,751
|
|
|||||
Land rights and ground lease expense
|
|
—
|
|
|
1,853
|
|
|
4,564
|
|
|
—
|
|
|
6,417
|
|
|||||
General and administrative
|
|
—
|
|
|
9,013
|
|
|
6,104
|
|
|
—
|
|
|
15,117
|
|
|||||
Depreciation
|
|
—
|
|
|
23,644
|
|
|
4,988
|
|
|
—
|
|
|
28,632
|
|
|||||
Total operating expenses
|
|
—
|
|
|
45,621
|
|
|
46,186
|
|
|
—
|
|
|
91,807
|
|
|||||
Income from operations
|
|
—
|
|
|
65,782
|
|
|
86,917
|
|
|
—
|
|
|
152,699
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Other income (expenses)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Interest expense
|
|
—
|
|
|
(54,493
|
)
|
|
—
|
|
|
—
|
|
|
(54,493
|
)
|
|||||
Interest income
|
|
—
|
|
|
—
|
|
|
492
|
|
|
—
|
|
|
492
|
|
|||||
Intercompany dividends and interest
|
|
—
|
|
|
109,007
|
|
|
5,399
|
|
|
(114,406
|
)
|
|
—
|
|
|||||
Total other income (expenses)
|
|
—
|
|
|
54,514
|
|
|
5,891
|
|
|
(114,406
|
)
|
|
(54,001
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Income (loss) before income taxes
|
|
—
|
|
|
120,296
|
|
|
92,808
|
|
|
(114,406
|
)
|
|
98,698
|
|
|||||
Income tax expense
|
|
—
|
|
|
242
|
|
|
1,442
|
|
|
—
|
|
|
1,684
|
|
|||||
Net income (loss)
|
|
$
|
—
|
|
|
$
|
120,054
|
|
|
$
|
91,366
|
|
|
$
|
(114,406
|
)
|
|
$
|
97,014
|
|
Nine months ended September 30, 2017
Condensed Consolidating Statement of Income |
|
Parent
Guarantor
|
|
Subsidiary
Issuers
|
|
Other
Subsidiary
Non-
Issuers
|
|
Eliminations
|
|
Consolidated
|
||||||||||
|
|
(in thousands)
|
||||||||||||||||||
Revenues
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Rental income
|
|
$
|
—
|
|
|
$
|
297,709
|
|
|
$
|
204,245
|
|
|
$
|
—
|
|
|
$
|
501,954
|
|
Income from direct financing lease
|
|
—
|
|
|
—
|
|
|
55,377
|
|
|
—
|
|
|
55,377
|
|
|||||
Real estate taxes paid by tenants
|
|
—
|
|
|
33,176
|
|
|
30,806
|
|
|
—
|
|
|
63,982
|
|
|||||
Total rental revenue and income from direct financing lease
|
|
—
|
|
|
330,885
|
|
|
290,428
|
|
|
—
|
|
|
621,313
|
|
|||||
Gaming, food, beverage and other
|
|
—
|
|
|
—
|
|
|
109,297
|
|
|
—
|
|
|
109,297
|
|
|||||
Total revenues
|
|
—
|
|
|
330,885
|
|
|
399,725
|
|
|
—
|
|
|
730,610
|
|
|||||
Operating expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Gaming, food, beverage and other
|
|
—
|
|
|
—
|
|
|
61,635
|
|
|
—
|
|
|
61,635
|
|
|||||
Real estate taxes
|
|
—
|
|
|
33,240
|
|
|
31,566
|
|
|
—
|
|
|
64,806
|
|
|||||
Land rights and ground lease expense
|
|
—
|
|
|
3,999
|
|
|
13,628
|
|
|
—
|
|
|
17,627
|
|
|||||
General and administrative
|
|
—
|
|
|
28,410
|
|
|
17,419
|
|
|
—
|
|
|
45,829
|
|
|||||
Depreciation
|
|
—
|
|
|
70,342
|
|
|
14,970
|
|
|
—
|
|
|
85,312
|
|
|||||
Total operating expenses
|
|
—
|
|
|
135,991
|
|
|
139,218
|
|
|
—
|
|
|
275,209
|
|
|||||
Income from operations
|
|
—
|
|
|
194,894
|
|
|
260,507
|
|
|
—
|
|
|
455,401
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Other income (expenses)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Interest expense
|
|
—
|
|
|
(163,099
|
)
|
|
—
|
|
|
—
|
|
|
(163,099
|
)
|
|||||
Interest income
|
|
—
|
|
|
—
|
|
|
1,443
|
|
|
—
|
|
|
1,443
|
|
|||||
Intercompany dividends and interest
|
|
—
|
|
|
332,326
|
|
|
10,920
|
|
|
(343,246
|
)
|
|
—
|
|
|||||
Total other income (expenses)
|
|
—
|
|
|
169,227
|
|
|
12,363
|
|
|
(343,246
|
)
|
|
(161,656
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Income (loss) before income taxes
|
|
—
|
|
|
364,121
|
|
|
272,870
|
|
|
(343,246
|
)
|
|
293,745
|
|
|||||
Income tax expense
|
|
—
|
|
|
854
|
|
|
5,552
|
|
|
—
|
|
|
6,406
|
|
|||||
Net income (loss)
|
|
$
|
—
|
|
|
$
|
363,267
|
|
|
$
|
267,318
|
|
|
$
|
(343,246
|
)
|
|
$
|
287,339
|
|
Nine months ended September 30, 2017
Condensed Consolidating Statement of Cash Flows |
|
Parent
Guarantor
|
|
Subsidiary
Issuers
|
|
Other
Subsidiary
Non-Issuers
|
|
Eliminations
|
|
Consolidated
|
||||||||||
|
|
(in thousands)
|
||||||||||||||||||
Operating activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Net income (loss)
|
|
$
|
—
|
|
|
$
|
363,267
|
|
|
$
|
267,318
|
|
|
$
|
(343,246
|
)
|
|
$
|
287,339
|
|
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Depreciation
|
|
—
|
|
|
71,036
|
|
|
21,903
|
|
|
—
|
|
|
92,939
|
|
|||||
Amortization of debt issuance costs
|
|
—
|
|
|
9,770
|
|
|
—
|
|
|
—
|
|
|
9,770
|
|
|||||
Losses on dispositions of property
|
|
—
|
|
|
—
|
|
|
515
|
|
|
—
|
|
|
515
|
|
|||||
Deferred income taxes
|
|
—
|
|
|
—
|
|
|
(1,946
|
)
|
|
—
|
|
|
(1,946
|
)
|
|||||
Stock-based compensation
|
|
—
|
|
|
11,951
|
|
|
—
|
|
|
—
|
|
|
11,951
|
|
|||||
Straight-line rent adjustments
|
|
—
|
|
|
42,488
|
|
|
6,867
|
|
|
—
|
|
|
49,355
|
|
|||||
(Increase) decrease,
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Prepaid expenses and other assets
|
|
—
|
|
|
(2,128
|
)
|
|
866
|
|
|
(242
|
)
|
|
(1,504
|
)
|
|||||
Intercompany
|
|
—
|
|
|
(417
|
)
|
|
417
|
|
|
—
|
|
|
—
|
|
|||||
(Decrease) increase,
|
|
0
|
|
|
0
|
|
|
|
|
|
0
|
|
|
|
||||||
Accounts payable
|
|
—
|
|
|
(213
|
)
|
|
(488
|
)
|
|
—
|
|
|
(701
|
)
|
|||||
Accrued expenses
|
|
—
|
|
|
(97
|
)
|
|
134
|
|
|
—
|
|
|
37
|
|
|||||
Accrued interest
|
|
—
|
|
|
42,138
|
|
|
—
|
|
|
—
|
|
|
42,138
|
|
|||||
Accrued salaries and wages
|
|
—
|
|
|
(3,496
|
)
|
|
(239
|
)
|
|
—
|
|
|
(3,735
|
)
|
|||||
Gaming, property and other taxes
|
|
—
|
|
|
(617
|
)
|
|
386
|
|
|
—
|
|
|
(231
|
)
|
|||||
Income taxes
|
|
—
|
|
|
(236
|
)
|
|
(6
|
)
|
|
242
|
|
|
—
|
|
|||||
Other liabilities
|
|
—
|
|
|
3,536
|
|
|
(359
|
)
|
|
—
|
|
|
3,177
|
|
|||||
Net cash provided by (used in) operating activities
|
|
—
|
|
|
536,982
|
|
|
295,368
|
|
|
(343,246
|
)
|
|
489,104
|
|
|||||
Investing activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Capital project expenditures
|
|
—
|
|
|
(78
|
)
|
|
—
|
|
|
—
|
|
|
(78
|
)
|
|||||
Capital maintenance expenditures
|
|
—
|
|
|
—
|
|
|
(2,187
|
)
|
|
—
|
|
|
(2,187
|
)
|
|||||
Proceeds from sale of property and equipment
|
|
—
|
|
|
—
|
|
|
914
|
|
|
—
|
|
|
914
|
|
|||||
Principal payments on loan receivable
|
|
—
|
|
|
—
|
|
|
13,200
|
|
|
—
|
|
|
13,200
|
|
|||||
Acquisition of real estate assets
|
|
—
|
|
|
(82,866
|
)
|
|
(386
|
)
|
|
—
|
|
|
(83,252
|
)
|
|||||
Collection of principal payments on investment in direct financing lease
|
|
—
|
|
|
—
|
|
|
54,459
|
|
|
—
|
|
|
54,459
|
|
|||||
Net cash (used in) provided by investing activities
|
|
—
|
|
|
(82,944
|
)
|
|
66,000
|
|
|
—
|
|
|
(16,944
|
)
|
|||||
Financing activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Dividends paid
|
|
(395,210
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(395,210
|
)
|
|||||
Proceeds from exercise of options, net of taxes paid related to shares withheld for tax purposes on restricted stock award vestings
|
|
15,797
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
15,797
|
|
|||||
Proceeds from issuance of common stock, net of issuance costs
|
|
139,414
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
139,414
|
|
|||||
Proceeds from issuance of long-term debt
|
|
—
|
|
|
100,000
|
|
|
—
|
|
|
—
|
|
|
100,000
|
|
|||||
Repayments of long-term debt
|
|
—
|
|
|
(325,083
|
)
|
|
—
|
|
|
—
|
|
|
(325,083
|
)
|
|||||
Intercompany financing
|
|
239,999
|
|
|
(227,186
|
)
|
|
(356,059
|
)
|
|
343,246
|
|
|
—
|
|
|||||
Net cash (used in) provided by financing activities
|
|
—
|
|
|
(452,269
|
)
|
|
(356,059
|
)
|
|
343,246
|
|
|
(465,082
|
)
|
|||||
Net increase in cash and cash equivalents
|
|
—
|
|
|
1,769
|
|
|
5,309
|
|
|
—
|
|
|
7,078
|
|
|||||
Cash and cash equivalents at beginning of period
|
|
—
|
|
|
11,774
|
|
|
24,782
|
|
|
—
|
|
|
36,556
|
|
|||||
Cash and cash equivalents at end of period
|
|
$
|
—
|
|
|
$
|
13,543
|
|
|
$
|
30,091
|
|
|
$
|
—
|
|
|
$
|
43,634
|
|
•
|
Rental revenue and income from the direct financing lease were
$222.4 million
and
$650.0 million
, respectively, for the
three and nine
months ended
September 30, 2018
and
$209.5 million
and
$621.3 million
, respectively, for the
three and nine
months ended
September 30, 2017
. Rental revenue and income from the direct financing lease increased by
$12.9 million
and
$28.7 million
, respectively, for the
three and nine
months ended
September 30, 2018
, as compared to the corresponding periods in the prior year. The increase in rental revenue and income from the direct financing lease for the three months ended
September 30, 2018
as compared to the corresponding period in the prior year was primarily due to the rent escalators under both Master Leases and the recognition of additional income under the direct financing lease. The increase in rental revenue and income from the direct financing lease for the nine months ended
September 30, 2018
as compared to the corresponding period in the prior year was primarily due to the reasons described above, as well as the addition of the Tunica Properties to the Penn Master Lease in May 2017 and improved results at our two Ohio properties with monthly variable rent.
|
•
|
Revenues for our TRS Properties decreased by $
3.3 million
and
$6.9 million
, respectively, for the
three and nine
months ended
September 30, 2018
, as compared to the corresponding periods in the prior year, primarily due to decreased gaming revenues at Hollywood Casino Baton Rouge, partially offset by an increase in gaming revenues at Hollywood Casino Perryville for the
nine
months ended
September 30, 2018
.
|
•
|
Total operating expenses decreased by
$2.5 million
and increased by
$7.3 million
, respectively, for the
three and nine
months ended
September 30, 2018
, as compared to the corresponding periods in the prior year. The decrease in operating expenses for the three months ended
September 30, 2018
, as compared to the corresponding period in the prior year primarily relates to decreases in depreciation expense and gaming, food, beverage and other expenses at our TRS Properties, while the increase in operating expenses for the nine months ended
September 30, 2018
, as compared to the corresponding period in the prior year was primarily due to accrued retirement costs related to the previously announced retirement of our former Chief Financial Officer, partially offset by lower depreciation expense and lower gaming, food, beverage and other expenses at our TRS properties.
|
•
|
Other income and expenses increased by
$4.9 million
and
$10.5 million
, respectively, for the
three and nine
months ended
September 30, 2018
, as compared to the corresponding periods in the prior year. The increase in other income and expenses for the three months ended
September 30, 2018
, as compared to the corresponding period in the prior year was primarily due to an increase in interest expense related to the debt refinancing in the second quarter of 2018 and debt issuances in the third quarter of 2018, the proceeds of which were utilized for the October closings of both the Tropicana Transactions and the acquisition of Plainridge Park Casino and the funding of the Belterra Park Loan in connection with the Penn Pinnacle Merger. The increase in other income and expenses for the
nine
months ended
September 30, 2018
, as compared to the corresponding period in the prior year was due to the increase in interest expense noted above, in addition to losses on the extinguishment of debt incurred during the second quarter of 2018.
|
•
|
Income tax expense decreased by
$0.6 million
and
$2.2 million
, respectively, for the
three and nine
months ended
September 30, 2018
, primarily due to the Tax Cuts and Jobs Act, which lowered the corporate tax rate to 21%, effective for tax years including or commencing January 1, 2018, as well as lower income at our TRS Properties.
|
•
|
Net income increased by
$7.8 million
and
$6.2 million
, respectively, for the
three and nine
months ended
September 30, 2018
, as compared to the corresponding periods in the prior year, primarily due to the variances explained above.
|
•
|
The fact that at September 30, 2018, a wholly-owned subsidiary of Penn and a wholly-owned subsidiary of Pinnacle lease substantially all of our properties, pursuant to their respective Master Leases, and account for a significant portion of our revenue and that on October 15, 2018, Penn acquired the majority of Pinnacle's operations, which further increased our tenant concentration.
|
•
|
The fact that the rules and regulations of U.S. federal income taxation are constantly under review by legislators, the IRS and the U.S. Department of the Treasury. Changes to the tax laws or interpretations thereof, with or without retroactive application, could materially and adversely affect GLPI's investors or GLPI.
|
•
|
The risks related to economic conditions and the effect of such conditions on consumer spending for leisure and gaming activities, which may negatively impact our gaming tenants and operators and the variable rent we receive from our tenants as outlined in the long-term triple-net leases with these tenants.
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
|
(in thousands)
|
||||||||||||||
Revenues
|
|
|
|
|
|
|
|
|
|
|
|
||||
Rental income
|
$
|
170,276
|
|
|
$
|
169,030
|
|
|
$
|
509,546
|
|
|
$
|
501,954
|
|
Income from direct financing lease
|
30,843
|
|
|
19,037
|
|
|
76,448
|
|
|
55,377
|
|
||||
Real estate taxes paid by tenants
|
21,270
|
|
|
21,422
|
|
|
64,031
|
|
|
63,982
|
|
||||
Total rental revenue and income from direct financing lease
|
222,389
|
|
|
209,489
|
|
|
650,025
|
|
|
621,313
|
|
||||
Gaming, food, beverage and other
|
31,750
|
|
|
35,017
|
|
|
102,385
|
|
|
109,297
|
|
||||
Total revenues
|
254,139
|
|
|
244,506
|
|
|
752,410
|
|
|
730,610
|
|
||||
Operating expenses
|
|
|
|
|
|
|
|
|
|
|
|
||||
Gaming, food, beverage and other
|
18,962
|
|
|
19,890
|
|
|
59,027
|
|
|
61,635
|
|
||||
Real estate taxes
|
21,586
|
|
|
21,751
|
|
|
64,981
|
|
|
64,806
|
|
||||
Land rights and ground lease expense
|
6,484
|
|
|
6,417
|
|
|
19,460
|
|
|
17,627
|
|
||||
General and administrative
|
15,006
|
|
|
15,117
|
|
|
56,272
|
|
|
45,829
|
|
||||
Depreciation
|
27,267
|
|
|
28,632
|
|
|
82,744
|
|
|
85,312
|
|
||||
Total operating expenses
|
89,305
|
|
|
91,807
|
|
|
282,484
|
|
|
275,209
|
|
||||
Income from operations
|
$
|
164,834
|
|
|
$
|
152,699
|
|
|
$
|
469,926
|
|
|
$
|
455,401
|
|
|
Three Months Ended September 30,
|
||||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
|
Total Revenues
|
|
Income from Operations
|
||||||||||||
|
(in thousands)
|
||||||||||||||
GLP Capital
|
$
|
222,389
|
|
|
$
|
209,489
|
|
|
$
|
159,678
|
|
|
$
|
146,731
|
|
TRS Properties
|
31,750
|
|
|
35,017
|
|
|
5,156
|
|
|
5,968
|
|
||||
Total
|
$
|
254,139
|
|
|
$
|
244,506
|
|
|
$
|
164,834
|
|
|
$
|
152,699
|
|
|
Nine Months Ended September 30,
|
||||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
|
Total Revenues
|
|
Income from Operations
|
||||||||||||
|
(in thousands)
|
||||||||||||||
GLP Capital
|
$
|
650,025
|
|
|
$
|
621,313
|
|
|
$
|
450,685
|
|
|
$
|
434,166
|
|
TRS Properties
|
102,385
|
|
|
109,297
|
|
|
19,241
|
|
|
21,235
|
|
||||
Total
|
$
|
752,410
|
|
|
$
|
730,610
|
|
|
$
|
469,926
|
|
|
$
|
455,401
|
|
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
|
|
(in thousands)
|
||||||||||||||
Net income
|
|
$
|
104,815
|
|
|
$
|
97,014
|
|
|
$
|
293,585
|
|
|
$
|
287,339
|
|
Losses from dispositions of property
|
|
129
|
|
|
421
|
|
|
354
|
|
|
515
|
|
||||
Real estate depreciation
|
|
24,406
|
|
|
25,301
|
|
|
74,155
|
|
|
75,312
|
|
||||
Funds from operations
|
|
$
|
129,350
|
|
|
$
|
122,736
|
|
|
$
|
368,094
|
|
|
$
|
363,166
|
|
Straight-line rent adjustments
|
|
15,917
|
|
|
16,617
|
|
|
49,150
|
|
|
49,355
|
|
||||
Direct financing lease adjustments
|
|
8,002
|
|
|
18,614
|
|
|
37,241
|
|
|
54,459
|
|
||||
Other depreciation
|
|
2,861
|
|
|
3,331
|
|
|
8,589
|
|
|
10,000
|
|
||||
Amortization of land rights
|
|
2,727
|
|
|
2,727
|
|
|
8,182
|
|
|
7,627
|
|
||||
Amortization of debt issuance costs, bond premiums and original issuance discounts
|
|
2,982
|
|
|
3,257
|
|
|
9,278
|
|
|
9,770
|
|
||||
Stock based compensation
|
|
3,275
|
|
|
3,695
|
|
|
7,878
|
|
|
11,951
|
|
||||
Losses on debt extinguishment
|
|
—
|
|
|
—
|
|
|
3,473
|
|
|
—
|
|
||||
Retirement costs
|
|
—
|
|
|
—
|
|
|
13,149
|
|
|
—
|
|
||||
Capital maintenance expenditures
|
|
(970
|
)
|
|
(460
|
)
|
|
(2,954
|
)
|
|
(2,187
|
)
|
||||
Adjusted funds from operations
|
|
$
|
164,144
|
|
|
$
|
170,517
|
|
|
$
|
502,080
|
|
|
$
|
504,141
|
|
Interest, net
|
|
58,923
|
|
|
54,001
|
|
|
168,674
|
|
|
161,656
|
|
||||
Income tax expense
|
|
1,096
|
|
|
1,684
|
|
|
4,194
|
|
|
6,406
|
|
||||
Capital maintenance expenditures
|
|
970
|
|
|
460
|
|
|
2,954
|
|
|
2,187
|
|
||||
Amortization of debt issuance costs, bond premiums and original issuance discounts
|
|
(2,982
|
)
|
|
(3,257
|
)
|
|
(9,278
|
)
|
|
(9,770
|
)
|
||||
Adjusted EBITDA
|
|
$
|
222,151
|
|
|
$
|
223,405
|
|
|
$
|
668,624
|
|
|
$
|
664,620
|
|
|
|
GLP Capital
|
|
TRS Properties
|
||||||||||||
Three Months Ended September 30,
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
|
|
(in thousands)
|
||||||||||||||
Net income
|
|
$
|
103,126
|
|
|
$
|
95,089
|
|
|
$
|
1,689
|
|
|
$
|
1,925
|
|
Losses from dispositions of property
|
|
129
|
|
|
—
|
|
|
—
|
|
|
421
|
|
||||
Real estate depreciation
|
|
24,406
|
|
|
25,301
|
|
|
—
|
|
|
—
|
|
||||
Funds from operations
|
|
$
|
127,661
|
|
|
$
|
120,390
|
|
|
$
|
1,689
|
|
|
$
|
2,346
|
|
Straight-line rent adjustments
|
|
15,917
|
|
|
16,617
|
|
|
—
|
|
|
—
|
|
||||
Direct financing lease adjustments
|
|
8,002
|
|
|
18,614
|
|
|
—
|
|
|
—
|
|
||||
Other depreciation
|
|
522
|
|
|
519
|
|
|
2,339
|
|
|
2,812
|
|
||||
Amortization of land rights
|
|
2,727
|
|
|
2,727
|
|
|
—
|
|
|
—
|
|
||||
Amortization of debt issuance costs, bond premiums and original issuance discounts
|
|
2,982
|
|
|
3,257
|
|
|
—
|
|
|
—
|
|
||||
Stock based compensation
|
|
3,275
|
|
|
3,695
|
|
|
—
|
|
|
—
|
|
||||
Losses on debt extinguishment
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Retirement costs
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Capital maintenance expenditures
|
|
—
|
|
|
—
|
|
|
(970
|
)
|
|
(460
|
)
|
||||
Adjusted funds from operations
|
|
$
|
161,086
|
|
|
$
|
165,819
|
|
|
$
|
3,058
|
|
|
$
|
4,698
|
|
Interest, net
(1)
|
|
56,323
|
|
|
51,400
|
|
|
2,600
|
|
|
2,601
|
|
||||
Income tax expense
|
|
229
|
|
|
242
|
|
|
867
|
|
|
1,442
|
|
||||
Capital maintenance expenditures
|
|
—
|
|
|
—
|
|
|
970
|
|
|
460
|
|
||||
Amortization of debt issuance costs, bond premiums and original issuance discounts
|
|
(2,982
|
)
|
|
(3,257
|
)
|
|
—
|
|
|
—
|
|
||||
Adjusted EBITDA
|
|
$
|
214,656
|
|
|
$
|
214,204
|
|
|
$
|
7,495
|
|
|
$
|
9,201
|
|
|
|
GLP Capital
|
|
TRS Properties
|
||||||||||||
Nine Months Ended September 30,
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
|
|
(in thousands)
|
||||||||||||||
|
|
|
|
|
|
|
|
|
||||||||
Net income
|
|
$
|
285,712
|
|
|
$
|
279,458
|
|
|
$
|
7,873
|
|
|
$
|
7,881
|
|
Losses from dispositions of property
|
|
120
|
|
|
—
|
|
|
234
|
|
|
515
|
|
||||
Real estate depreciation
|
|
74,155
|
|
|
75,312
|
|
|
—
|
|
|
—
|
|
||||
Funds from operations
|
|
$
|
359,987
|
|
|
$
|
354,770
|
|
|
$
|
8,107
|
|
|
$
|
8,396
|
|
Straight-line rent adjustments
|
|
49,150
|
|
|
49,355
|
|
|
—
|
|
|
—
|
|
||||
Direct financing lease adjustments
|
|
37,241
|
|
|
54,459
|
|
|
—
|
|
|
—
|
|
||||
Other depreciation
|
|
1,560
|
|
|
1,558
|
|
|
7,029
|
|
|
8,442
|
|
||||
Amortization of land rights
|
|
8,182
|
|
|
7,627
|
|
|
—
|
|
|
—
|
|
||||
Amortization of debt issuance costs, bond premiums and original issuance discounts
|
|
9,278
|
|
|
9,770
|
|
|
—
|
|
|
—
|
|
||||
Stock based compensation
|
|
7,878
|
|
|
11,951
|
|
|
—
|
|
|
—
|
|
||||
Losses on debt extinguishment
|
|
3,473
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Retirement costs
|
|
13,149
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Capital maintenance expenditures
|
|
(51
|
)
|
|
—
|
|
|
(2,903
|
)
|
|
(2,187
|
)
|
||||
Adjusted funds from operations
|
|
$
|
489,847
|
|
|
$
|
489,490
|
|
|
$
|
12,233
|
|
|
$
|
14,651
|
|
Interest, net
(1)
|
|
160,872
|
|
|
153,854
|
|
|
7,802
|
|
|
7,802
|
|
||||
Income tax expense
|
|
628
|
|
|
854
|
|
|
3,566
|
|
|
5,552
|
|
||||
Capital maintenance expenditures
|
|
51
|
|
|
—
|
|
|
2,903
|
|
|
2,187
|
|
||||
Amortization of debt issuance costs, bond premiums and original issuance discounts
|
|
(9,278
|
)
|
|
(9,770
|
)
|
|
—
|
|
|
—
|
|
||||
Adjusted EBITDA
|
|
$
|
642,120
|
|
|
$
|
634,428
|
|
|
$
|
26,504
|
|
|
$
|
30,192
|
|
|
(1)
|
Interest expense, net for the GLP Capital segment is net of intercompany interest eliminations of
$2.6 million
and
$7.8 million
, respectively, for both the
three and nine
months ended
September 30, 2018
and
2017
.
|
|
|
|
|
|
|
|
|
Percentage
|
|||||||
Three Months Ended September 30,
|
|
2018
|
|
2017
|
|
Variance
|
|
Variance
|
|||||||
Total rental revenue and income from direct financing lease
|
|
$
|
222,389
|
|
|
$
|
209,489
|
|
|
$
|
12,900
|
|
|
6.2
|
%
|
Gaming, food, beverage and other
|
|
31,750
|
|
|
35,017
|
|
|
(3,267
|
)
|
|
(9.3
|
)%
|
|||
Total revenues
|
|
$
|
254,139
|
|
|
$
|
244,506
|
|
|
$
|
9,633
|
|
|
3.9
|
%
|
|
|
|
|
|
|
|
|
Percentage
|
|||||||
Nine Months Ended September 30,
|
|
2018
|
|
2017
|
|
Variance
|
|
Variance
|
|||||||
Total rental revenue and income from direct financing lease
|
|
$
|
650,025
|
|
|
$
|
621,313
|
|
|
$
|
28,712
|
|
|
4.6
|
%
|
Gaming, food, beverage and other
|
|
102,385
|
|
|
109,297
|
|
|
(6,912
|
)
|
|
(6.3
|
)%
|
|||
Total revenues
|
|
$
|
752,410
|
|
|
$
|
730,610
|
|
|
$
|
21,800
|
|
|
3.0
|
%
|
|
|
|
|
|
|
|
|
Percentage
|
|||||||
Three Months Ended September 30,
|
|
2018
|
|
2017
|
|
Variance
|
|
Variance
|
|||||||
Gaming, food, beverage and other
|
|
$
|
18,962
|
|
|
$
|
19,890
|
|
|
$
|
(928
|
)
|
|
(4.7
|
)%
|
Real estate taxes
|
|
21,586
|
|
|
21,751
|
|
|
(165
|
)
|
|
(0.8
|
)%
|
|||
Land rights and ground lease expense
|
|
6,484
|
|
|
6,417
|
|
|
67
|
|
|
1.0
|
%
|
|||
General and administrative
|
|
15,006
|
|
|
15,117
|
|
|
(111
|
)
|
|
(0.7
|
)%
|
|||
Depreciation
|
|
27,267
|
|
|
28,632
|
|
|
(1,365
|
)
|
|
(4.8
|
)%
|
|||
Total operating expenses
|
|
$
|
89,305
|
|
|
$
|
91,807
|
|
|
$
|
(2,502
|
)
|
|
(2.7
|
)%
|
|
|
|
|
|
|
|
|
Percentage
|
|||||||
Nine Months Ended September 30,
|
|
2018
|
|
2017
|
|
Variance
|
|
Variance
|
|||||||
Gaming, food, beverage and other
|
|
$
|
59,027
|
|
|
$
|
61,635
|
|
|
$
|
(2,608
|
)
|
|
(4.2
|
)%
|
Real estate taxes
|
|
64,981
|
|
|
64,806
|
|
|
175
|
|
|
0.3
|
%
|
|||
Land rights and ground lease expense
|
|
19,460
|
|
|
17,627
|
|
|
1,833
|
|
|
10.4
|
%
|
|||
General and administrative
|
|
56,272
|
|
|
45,829
|
|
|
10,443
|
|
|
22.8
|
%
|
|||
Depreciation
|
|
82,744
|
|
|
85,312
|
|
|
(2,568
|
)
|
|
(3.0
|
)%
|
|||
Total operating expenses
|
|
$
|
282,484
|
|
|
$
|
275,209
|
|
|
$
|
7,275
|
|
|
2.6
|
%
|
|
|
|
|
|
|
|
|
Percentage
|
|||||||
Three Months Ended September 30,
|
|
2018
|
|
2017
|
|
Variance
|
|
Variance
|
|||||||
Interest expense
|
|
$
|
(60,341
|
)
|
|
$
|
(54,493
|
)
|
|
$
|
(5,848
|
)
|
|
(10.7
|
)%
|
Interest income
|
|
1,418
|
|
|
492
|
|
|
926
|
|
|
188.2
|
%
|
|||
Total other expenses
|
|
$
|
(58,923
|
)
|
|
$
|
(54,001
|
)
|
|
$
|
(4,922
|
)
|
|
(9.1
|
)%
|
|
|
|
|
|
|
|
|
Percentage
|
|||||||
Nine Months Ended September 30,
|
|
2018
|
|
2017
|
|
Variance
|
|
Variance
|
|||||||
Interest expense
|
|
$
|
(171,464
|
)
|
|
$
|
(163,099
|
)
|
|
$
|
(8,365
|
)
|
|
(5.1
|
)%
|
Interest income
|
|
2,790
|
|
|
1,443
|
|
|
1,347
|
|
|
93.3
|
%
|
|||
Losses on debt extinguishment
|
|
(3,473
|
)
|
|
—
|
|
|
(3,473
|
)
|
|
N/A
|
|
|||
Total other expenses
|
|
$
|
(172,147
|
)
|
|
$
|
(161,656
|
)
|
|
$
|
(10,491
|
)
|
|
(6.5
|
)%
|
|
10/01/18- 12/31/18
|
|
1/01/19- 12/31/19
|
|
1/01/20- 12/31/20
|
|
1/01/21- 12/31/21
|
|
1/01/22- 12/31/22
|
|
Thereafter
|
|
Total
|
|
Fair Value at 9/30/2018
|
||||||||||||||||
|
(in thousands)
|
||||||||||||||||||||||||||||||
Long-term debt:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Fixed rate
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,000,000
|
|
|
$
|
400,000
|
|
|
$
|
—
|
|
|
$
|
3,575,000
|
|
|
$
|
4,975,000
|
|
|
$
|
5,107,623
|
|
Average interest rate
|
|
|
|
|
4.88%
|
|
4.38%
|
|
|
|
5.38%
|
|
|
|
|
|
|
||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Variable rate
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
525,000
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
525,000
|
|
|
$
|
519,750
|
|
Average interest rate
(1)
|
|
|
|
|
|
|
|
4.18%
|
|
|
|
|
|
|
|
|
|
|
|
|
•
|
$525 million of total indebtedness outstanding under our Credit Facility, and approximately $1,099.6 million available for borrowing under our Revolver (including $0.4 million of contingent obligations under letters of credit);
|
•
|
$5.0 billion of outstanding senior unsecured notes; and
|
•
|
approximately $1.1 million of capital lease obligation related to certain assets.
|
•
|
it may limit our ability to obtain additional debt or equity financing for working capital, capital expenditures, acquisitions, debt service requirements and general corporate or other purposes;
|
•
|
a material portion of our cash flows will be dedicated to the payment of principal and interest on our indebtedness, including indebtedness we may incur in the future, and will not be available for other purposes, including to make acquisitions;
|
•
|
it could limit our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate and place us at a competitive disadvantage compared to our competitors that have less debt or are less leveraged;
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•
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it could make us more vulnerable to downturns in general economic or industry conditions or in our business, or prevent us from carrying out activities that are important to our growth;
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•
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it could increase our interest expense if interest rates in general increase because our indebtedness under the Credit Facility bears interest at floating rates;
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•
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it could limit our ability to take advantage of strategic business opportunities; and
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•
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it could make it more difficult for us to satisfy our obligations with respect to our indebtedness. Any failure to comply with the obligations of any of our debt instruments could result in an event of default which, if not cured or waived, could result in the acceleration of our indebtedness under the Credit Facility and other outstanding debt obligations.
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Exhibit
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Description of Exhibit
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2.1
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4.1
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4.2
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10.1*
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10.2
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10.3
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10.4
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10.5*
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31.1*
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31.2*
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32.1*
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32.2*
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101*
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Interactive data files pursuant to Rule 405 of Regulation S-T: (i) the Condensed Consolidated Balance Sheets at September 30, 2018 and December 31, 2017, (ii) the Condensed Consolidated Statements of Income for the three and nine months ended September 30, 2018 and 2017, (iii) the Condensed Consolidated Statement of Changes in Shareholders’ Equity for the nine months ended September 30, 2018, (iv) the Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2018 and 2017 and (v) the notes to the Condensed Consolidated Financial Statements.
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*
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Filed or furnished, as applicable, herewith
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GAMING AND LEISURE PROPERTIES, INC.
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|
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November 1, 2018
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By:
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/s/ Steven T. Snyder
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|
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Steven T. Snyder
|
|
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Interim Chief Financial Officer
|
|
|
(Principal Financial Officer and Duly Authorized Officer)
|
By:
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/s/ Brandon J. More
|
By:
|
Penn National Gaming, Inc.
|
Revolving Lender
Citizens Bank, National Association
|
R-1 Revolving Commitment
$113,407,409
|
Wells Fargo Bank, National Association
|
$187,399,586
|
Fifth Third Bank
|
$151,919,330
|
Bank of America, N.A.
|
$144,859,728
|
JPMorgan Chase Bank, N.A.
|
$134,509,864
|
Suntrust Bank
|
$119,002,591
|
Manufacturers and Traders Trust Company
|
$99,551,864
|
Barclays Bank PLC
|
$80,000,000
|
Goldman Sachs Bank USA
|
$75,000,000
|
Credit Agricole Corporate and Investment Bank
|
$69,349,628
|
Total
|
$1,175,000,000
|
1.
|
I, [
], hereby certify that I am the [_
] of Parent and that I
|
Date:
|
November 1, 2018
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/s/ Peter M. Carlino
|
|
|
Name: Peter M. Carlino
|
|
|
Chief Executive Officer
|
Date:
|
November 1, 2018
|
/s/ Steven T. Snyder
|
|
|
Name: Steven T. Snyder
|
|
|
Interim Chief Financial Officer
|
|
/s/ Peter M. Carlino
|
|
Peter M. Carlino
|
|
Chief Executive Officer
|
Date:
|
November 1, 2018
|
|
/s/ Steven T. Snyder
|
|
Steven T. Snyder
|
|
Interim Chief Financial Officer
|
Date:
|
November 1, 2018
|