|
Pennsylvania
|
|
46-2116489
|
(State or other jurisdiction of
|
|
(I.R.S. Employer
|
incorporation or organization)
|
|
Identification No.)
|
Large accelerated filer x
|
|
Accelerated filer ¨
|
|
|
|
Non-accelerated filer ¨
|
|
Smaller reporting company ¨
|
|
|
|
|
|
Emerging growth company ¨
|
Title of each class
|
|
Trading Symbol(s)
|
|
Name of each exchange on which registered
|
Common Stock, par value $.01 per share
|
|
GLPI
|
|
Nasdaq
|
Title
|
|
May 2, 2019
|
Common Stock, par value $.01 per share
|
|
214,659,312
|
•
|
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;
|
•
|
the degree and nature of our competition;
|
•
|
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;
|
•
|
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;
|
•
|
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;
|
•
|
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 lease and note requirements and in some cases, their obligations to indemnify, defend and hold us harmless from and against various claims, litigation and liabilities;
|
•
|
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;
|
•
|
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;
|
•
|
the satisfaction of the mortgage loan made to Eldorado Resorts, Inc. ("Eldorado") by way of substitution of one or more additional Eldorado properties acceptable to Eldorado and the Company, which will be transferred to the Company and added to the master lease agreement with Eldorado;
|
•
|
the ability to generate sufficient cash flows to service our outstanding indebtedness;
|
•
|
the access to debt and equity capital markets, including for acquisitions or refinancings due to maturities;
|
•
|
adverse changes in our credit rating;
|
•
|
fluctuating interest rates;
|
•
|
the impact of global or regional economic conditions;
|
•
|
the availability of qualified personnel and our ability to retain our key management personnel;
|
•
|
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;
|
•
|
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;
|
•
|
changes in accounting standards;
|
•
|
the impact of weather events or conditions, natural disasters, acts of terrorism and other international hostilities, war or political instability;
|
•
|
other risks inherent in the real estate business, including potential liability relating to environmental matters and illiquidity of real estate investments; and
|
•
|
additional factors as discussed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2018, 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").
|
|
|
|
|
||
|
||
|
||
|
||
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31,
2019 |
|
December 31, 2018
|
||||
|
(unaudited)
|
|
|
||||
Assets
|
|
|
|
||||
Real estate investments, net
|
$
|
7,275,596
|
|
|
$
|
7,331,460
|
|
Property and equipment, used in operations, net
|
98,513
|
|
|
100,884
|
|
||
Mortgage loans receivable
|
303,684
|
|
|
303,684
|
|
||
Right-of-use assets and land rights, net
|
872,656
|
|
|
673,207
|
|
||
Cash and cash equivalents
|
30,334
|
|
|
25,783
|
|
||
Prepaid expenses
|
3,462
|
|
|
30,967
|
|
||
Goodwill
|
16,067
|
|
|
16,067
|
|
||
Other intangible assets
|
9,577
|
|
|
9,577
|
|
||
Loan receivable
|
—
|
|
|
13,000
|
|
||
Deferred tax assets
|
5,528
|
|
|
5,178
|
|
||
Other assets
|
31,415
|
|
|
67,486
|
|
||
Total assets
|
$
|
8,646,832
|
|
|
$
|
8,577,293
|
|
|
|
|
|
||||
Liabilities
|
|
|
|
||||
Accounts payable
|
$
|
702
|
|
|
$
|
2,511
|
|
Accrued expenses
|
5,951
|
|
|
30,297
|
|
||
Accrued interest
|
98,223
|
|
|
45,261
|
|
||
Accrued salaries and wages
|
6,848
|
|
|
17,010
|
|
||
Gaming, property, and other taxes
|
1,340
|
|
|
42,879
|
|
||
Income taxes
|
648
|
|
|
—
|
|
||
Lease liabilities
|
202,405
|
|
|
—
|
|
||
Long-term debt, net of unamortized debt issuance costs, bond premiums and original issuance discounts
|
5,795,122
|
|
|
5,853,497
|
|
||
Deferred rental revenue
|
302,555
|
|
|
293,911
|
|
||
Deferred tax liabilities
|
258
|
|
|
261
|
|
||
Other liabilities
|
25,096
|
|
|
26,059
|
|
||
Total liabilities
|
6,439,148
|
|
|
6,311,686
|
|
||
|
|
|
|
||||
Shareholders’ equity
|
|
|
|
||||
|
|
|
|
||||
Preferred stock ($.01 par value, 50,000,000 shares authorized, no shares issued or outstanding at March 31, 2019 and December 31, 2018)
|
—
|
|
|
—
|
|
||
Common stock ($.01 par value, 500,000,000 shares authorized, 214,645,500 and 214,211,932 shares issued and outstanding at March 31, 2019 and December 31, 2018, respectively)
|
2,146
|
|
|
2,142
|
|
||
Additional paid-in capital
|
3,947,768
|
|
|
3,952,503
|
|
||
Accumulated deficit
|
(1,742,230
|
)
|
|
(1,689,038
|
)
|
||
Total shareholders’ equity
|
2,207,684
|
|
|
2,265,607
|
|
||
Total liabilities and shareholders’ equity
|
$
|
8,646,832
|
|
|
$
|
8,577,293
|
|
|
Three Months Ended March 31,
|
||||||
|
2019
|
|
2018
|
||||
|
|
|
|
||||
Revenues
|
|
|
|
|
|
||
Rental income
|
$
|
247,678
|
|
|
$
|
169,405
|
|
Income from direct financing lease
|
—
|
|
|
18,621
|
|
||
Interest income from mortgaged real estate
|
7,193
|
|
|
—
|
|
||
Real estate taxes paid by tenants
|
—
|
|
|
21,278
|
|
||
Total income from real estate
|
254,871
|
|
|
209,304
|
|
||
Gaming, food, beverage and other
|
32,993
|
|
|
34,746
|
|
||
Total revenues
|
287,864
|
|
|
244,050
|
|
||
|
|
|
|
||||
Operating expenses
|
|
|
|
|
|
||
Gaming, food, beverage and other
|
19,022
|
|
|
19,658
|
|
||
Real estate taxes
|
—
|
|
|
21,595
|
|
||
Land rights and ground lease expense
|
9,249
|
|
|
6,532
|
|
||
General and administrative
|
17,240
|
|
|
16,460
|
|
||
Depreciation
|
58,578
|
|
|
27,954
|
|
||
Loan impairment charges
|
13,000
|
|
|
—
|
|
||
Total operating expenses
|
117,089
|
|
|
92,199
|
|
||
Income from operations
|
170,775
|
|
|
151,851
|
|
||
|
|
|
|
||||
Other income (expenses)
|
|
|
|
|
|
||
Interest expense
|
(76,728
|
)
|
|
(54,068
|
)
|
||
Interest income
|
89
|
|
|
481
|
|
||
Total other expenses
|
(76,639
|
)
|
|
(53,587
|
)
|
||
|
|
|
|
||||
Income before income taxes
|
94,136
|
|
|
98,264
|
|
||
Income tax expense
|
1,126
|
|
|
1,492
|
|
||
Net income
|
$
|
93,010
|
|
|
$
|
96,772
|
|
|
|
|
|
||||
Earnings per common share:
|
|
|
|
|
|
||
Basic earnings per common share
|
$
|
0.43
|
|
|
$
|
0.45
|
|
Diluted earnings per common share
|
$
|
0.43
|
|
|
$
|
0.45
|
|
|
Common Stock
|
|
Additional
Paid-In
Capital
|
|
Accumulated
Deficit
|
|
Total
Shareholders’
Equity
|
|||||||||||
|
Shares
|
|
Amount
|
|
|
|
||||||||||||
Balance, December 31, 2018
|
214,211,932
|
|
|
$
|
2,142
|
|
|
$
|
3,952,503
|
|
|
$
|
(1,689,038
|
)
|
|
$
|
2,265,607
|
|
Stock option activity
|
26,799
|
|
|
—
|
|
|
592
|
|
|
—
|
|
|
592
|
|
||||
Restricted stock activity
|
406,769
|
|
|
4
|
|
|
(5,327
|
)
|
|
—
|
|
|
(5,323
|
)
|
||||
Dividends paid ($0.68 per common share)
|
—
|
|
|
—
|
|
|
—
|
|
|
(146,202
|
)
|
|
(146,202
|
)
|
||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
93,010
|
|
|
93,010
|
|
||||
Balance, March 31, 2019
|
214,645,500
|
|
|
$
|
2,146
|
|
|
$
|
3,947,768
|
|
|
$
|
(1,742,230
|
)
|
|
$
|
2,207,684
|
|
|
Common Stock
|
|
Additional
Paid-In
Capital
|
|
Accumulated
Deficit
|
|
Total
Shareholders’
Equity
|
|||||||||||
|
Shares
|
|
Amount
|
|
|
|
||||||||||||
Balance, December 31, 2017
|
212,717,549
|
|
|
$
|
2,127
|
|
|
$
|
3,933,829
|
|
|
$
|
(1,477,709
|
)
|
|
$
|
2,458,247
|
|
Stock option activity
|
297,605
|
|
|
3
|
|
|
5,241
|
|
|
—
|
|
|
5,244
|
|
||||
Restricted stock activity
|
483,095
|
|
|
5
|
|
|
(8,293
|
)
|
|
—
|
|
|
(8,288
|
)
|
||||
Dividends paid ($0.63 per common share)
|
—
|
|
|
—
|
|
|
—
|
|
|
(134,717
|
)
|
|
(134,717
|
)
|
||||
Adoption of new revenue standard
|
—
|
|
|
—
|
|
|
—
|
|
|
(410
|
)
|
|
(410
|
)
|
||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
96,772
|
|
|
96,772
|
|
||||
Balance, March 31, 2018
|
213,498,249
|
|
|
$
|
2,135
|
|
|
$
|
3,930,777
|
|
|
$
|
(1,516,064
|
)
|
|
$
|
2,416,848
|
|
Three months ended March 31,
|
|
2019
|
|
2018
|
||||
|
|
|
|
|
||||
Operating activities
|
|
|
|
|
|
|
||
Net income
|
|
$
|
93,010
|
|
|
$
|
96,772
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
|
||
Depreciation and amortization
|
|
61,668
|
|
|
30,681
|
|
||
Amortization of debt issuance costs, bond premiums and original issuance discounts
|
|
2,891
|
|
|
3,257
|
|
||
Losses on dispositions of property
|
|
7
|
|
|
—
|
|
||
Deferred income taxes
|
|
(248
|
)
|
|
164
|
|
||
Stock-based compensation
|
|
4,325
|
|
|
3,987
|
|
||
Straight-line rent adjustments
|
|
8,644
|
|
|
16,617
|
|
||
Loan impairment charges
|
|
13,000
|
|
|
—
|
|
||
|
|
|
|
|
||||
(Increase), decrease
|
|
|
|
|
|
|
||
Prepaid expenses and other assets
|
|
(3,346
|
)
|
|
(1,001
|
)
|
||
Increase, (decrease)
|
|
|
|
|
|
|
||
Accounts payable
|
|
(1,809
|
)
|
|
(225
|
)
|
||
Accrued expenses
|
|
521
|
|
|
203
|
|
||
Accrued interest
|
|
52,962
|
|
|
42,238
|
|
||
Accrued salaries and wages
|
|
(10,162
|
)
|
|
(7,680
|
)
|
||
Gaming, property and other taxes
|
|
276
|
|
|
22
|
|
||
Income taxes
|
|
648
|
|
|
199
|
|
||
Other liabilities
|
|
(964
|
)
|
|
522
|
|
||
Net cash provided by operating activities
|
|
221,423
|
|
|
185,756
|
|
||
Investing activities
|
|
|
|
|
|
|
||
Capital maintenance expenditures
|
|
(530
|
)
|
|
(822
|
)
|
||
Proceeds from sale of property and equipment
|
|
182
|
|
|
—
|
|
||
Collections of principal payments on investment in direct financing lease
|
|
—
|
|
|
18,209
|
|
||
Net cash (used in) provided by investing activities
|
|
(348
|
)
|
|
17,387
|
|
||
Financing activities
|
|
|
|
|
|
|
||
Dividends paid
|
|
(146,202
|
)
|
|
(134,717
|
)
|
||
Taxes paid related to shares withheld for tax purposes on restricted stock award vestings, net of proceeds from exercise of options
|
|
(9,056
|
)
|
|
(7,031
|
)
|
||
Proceeds from issuance of long-term debt
|
|
62,000
|
|
|
—
|
|
||
Financing costs
|
|
(236
|
)
|
|
—
|
|
||
Repayments of long-term debt
|
|
(123,030
|
)
|
|
(45,029
|
)
|
||
Net cash used in financing activities
|
|
(216,524
|
)
|
|
(186,777
|
)
|
||
Net increase in cash and cash equivalents
|
|
4,551
|
|
|
16,366
|
|
||
Cash and cash equivalents at beginning of period
|
|
25,783
|
|
|
29,054
|
|
||
Cash and cash equivalents at end of period
|
|
$
|
30,334
|
|
|
$
|
45,420
|
|
|
March 31,
2019 |
|
December 31,
2018 |
||||
|
(in thousands)
|
||||||
Land and improvements
|
$
|
2,552,286
|
|
|
$
|
2,552,475
|
|
Building and improvements
|
5,762,071
|
|
|
5,762,071
|
|
||
Total real estate investments
|
8,314,357
|
|
|
8,314,546
|
|
||
Less accumulated depreciation
|
(1,038,761
|
)
|
|
(983,086
|
)
|
||
Real estate investments, net
|
$
|
7,275,596
|
|
|
$
|
7,331,460
|
|
|
March 31,
2019 |
|
December 31,
2018 |
||||
|
(in thousands)
|
||||||
Land and improvements
|
$
|
30,431
|
|
|
$
|
30,431
|
|
Building and improvements
|
116,776
|
|
|
116,776
|
|
||
Furniture, fixtures, and equipment
|
117,593
|
|
|
117,247
|
|
||
Construction in progress
|
439
|
|
|
284
|
|
||
Total property and equipment
|
265,239
|
|
|
264,738
|
|
||
Less accumulated depreciation
|
(166,726
|
)
|
|
(163,854
|
)
|
||
Property and equipment, net
|
$
|
98,513
|
|
|
$
|
100,884
|
|
|
March 31, 2019
|
||
Right-of use assets - operating leases
|
$
|
202,538
|
|
Land rights, net
|
670,118
|
|
|
Right-of-use assets and land rights, net
|
$
|
872,656
|
|
|
March 31,
2019 |
|
December 31,
2018 |
||||
|
(in thousands)
|
||||||
Land rights
|
$
|
700,997
|
|
|
$
|
700,997
|
|
Less accumulated amortization
|
(30,879
|
)
|
|
(27,790
|
)
|
||
Land rights, net
|
$
|
670,118
|
|
|
$
|
673,207
|
|
Year ending December 31,
|
|
||
2019 (remainder of year)
|
$
|
9,270
|
|
2020
|
12,359
|
|
|
2021
|
12,359
|
|
|
2022
|
12,359
|
|
|
2023
|
12,359
|
|
|
Thereafter
|
611,412
|
|
|
Total
|
$
|
670,118
|
|
Year ending December 31,
|
|
||
2019 (remainder of year)
|
$
|
11,613
|
|
2020
|
15,159
|
|
|
2021
|
15,042
|
|
|
2022
|
15,026
|
|
|
2023
|
15,005
|
|
|
Thereafter
|
685,975
|
|
|
Total lease payments
|
$
|
757,820
|
|
Less: interest
|
(555,415
|
)
|
|
Present value of lease liabilities
|
$
|
202,405
|
|
|
Three Months Ended March 31, 2019
|
||
|
(in thousands)
|
||
Operating lease cost
|
$
|
3,893
|
|
Variable lease cost
|
2,436
|
|
|
Short-term lease cost
|
238
|
|
|
Amortization of land right assets
|
3,090
|
|
|
Total lease cost
|
$
|
9,657
|
|
|
March 31, 2019
|
Weighted average remaining lease term - operating leases
|
51.61 years
|
Weighted average discount rate - operating leases
|
6.7%
|
|
March 31,
2019 |
|
December 31,
2018 |
||||
|
(in thousands)
|
||||||
Unsecured $1,175 million revolver
|
$
|
341,000
|
|
|
$
|
402,000
|
|
Unsecured term loan A-1
|
525,000
|
|
|
525,000
|
|
||
$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
|
|
|
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
|
|
|
500,000
|
|
||
$750 million 5.30% senior unsecured notes due January 2029
|
750,000
|
|
|
750,000
|
|
||
Finance lease liability
|
1,082
|
|
|
1,112
|
|
||
Total long-term debt
|
5,842,082
|
|
|
5,903,112
|
|
||
Less: unamortized debt issuance costs, bond premiums and original issuance discounts
|
(46,960
|
)
|
|
(49,615
|
)
|
||
Total long-term debt, net of unamortized debt issuance costs, bond premiums and original issuance discounts
|
$
|
5,795,122
|
|
|
$
|
5,853,497
|
|
Within one year
|
$
|
125
|
|
2-3 years
|
1,925,268
|
|
|
4-5 years
|
841,294
|
|
|
Over 5 years
|
3,075,395
|
|
|
Total minimum payments
|
$
|
5,842,082
|
|
•
|
Level 1: Observable inputs such as quoted prices in active markets for identical assets or liabilities.
|
•
|
Level 2: Inputs other than quoted prices that are observable for the asset or liability, either directly or indirectly; these include quoted prices for similar assets or liabilities in active markets, such as interest rates and yield curves that are observable at commonly quoted intervals.
|
•
|
Level 3: Unobservable inputs that reflect the reporting entity's own assumptions, as there is little, if any, related market activity.
|
|
March 31, 2019
|
|
December 31, 2018
|
||||||||
|
Carrying
Amount
|
|
Fair
Value
|
|
Carrying
Amount
|
|
Fair
Value
|
||||
Financial assets:
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
30,334
|
|
|
30,334
|
|
|
25,783
|
|
|
25,783
|
|
Deferred compensation plan assets
|
26,119
|
|
|
26,119
|
|
|
22,709
|
|
|
22,709
|
|
Mortgage loans receivable
|
303,684
|
|
|
303,684
|
|
|
303,684
|
|
|
303,684
|
|
Financial liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
Long-term debt:
|
|
|
|
|
|
|
|
|
|
|
|
Senior unsecured credit facility
|
866,000
|
|
|
857,495
|
|
|
927,000
|
|
|
909,308
|
|
Senior unsecured notes
|
4,975,000
|
|
|
5,191,775
|
|
|
4,975,000
|
|
|
4,958,455
|
|
|
Three Months Ended March 31,
|
||||
|
2019
|
|
2018
|
||
|
(in thousands)
|
||||
Determination of shares:
|
|
|
|
|
|
Weighted-average common shares outstanding
|
214,626
|
|
|
213,304
|
|
Assumed conversion of dilutive employee stock-based awards
|
—
|
|
|
389
|
|
Assumed conversion of restricted stock awards
|
54
|
|
|
42
|
|
Assumed conversion of performance-based restricted stock awards
|
608
|
|
|
947
|
|
Diluted weighted-average common shares outstanding
|
215,288
|
|
|
214,682
|
|
|
Three Months Ended March 31,
|
||||||
|
2019
|
|
2018
|
||||
|
(in thousands, except per share data)
|
||||||
Calculation of basic EPS:
|
|
|
|
|
|
||
Net income
|
$
|
93,010
|
|
|
$
|
96,772
|
|
Less: Net income allocated to participating securities
|
(158
|
)
|
|
(162
|
)
|
||
Net income attributable to common shareholders
|
$
|
92,852
|
|
|
$
|
96,610
|
|
Weighted-average common shares outstanding
|
214,626
|
|
|
213,304
|
|
||
Basic EPS
|
$
|
0.43
|
|
|
$
|
0.45
|
|
|
|
|
|
||||
Calculation of diluted EPS:
|
|
|
|
|
|
||
Net income
|
$
|
93,010
|
|
|
$
|
96,772
|
|
Diluted weighted-average common shares outstanding
|
215,288
|
|
|
214,682
|
|
||
Diluted EPS
|
$
|
0.43
|
|
|
$
|
0.45
|
|
Declaration Date
|
|
Shareholder Record Date
|
|
Securities Class
|
|
Dividend Per Share
|
|
Period Covered
|
|
Distribution Date
|
|
Dividend Amount
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
(in thousands)
|
||||
2019
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
February 20, 2019
|
|
March 8, 2019
|
|
Common Stock
|
|
$
|
0.68
|
|
|
First Quarter 2019
|
|
March 22, 2019
|
|
$
|
145,954
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
2018
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
February 1, 2018
|
|
March 9, 2018
|
|
Common Stock
|
|
$
|
0.63
|
|
|
First Quarter 2018
|
|
March 23, 2018
|
|
$
|
134,490
|
|
|
Number of Award
Shares
|
|
Outstanding at December 31, 2018
|
299,642
|
|
Granted
|
317,290
|
|
Released
|
(252,704
|
)
|
Canceled
|
—
|
|
Outstanding at March 31, 2019
|
364,228
|
|
|
Number of Performance-Based Award Shares
|
|
Outstanding at December 31, 2018
|
1,342,000
|
|
Granted
|
512,000
|
|
Released
|
(447,334
|
)
|
Canceled
|
(23,332
|
)
|
Outstanding at March 31, 2019
|
1,383,334
|
|
|
|
|
Three Months Ended March 31, 2019
|
|
Three Months Ended March 31, 2018
|
||||||||||||||||||||
(in thousands)
|
|
GLP Capital (1)
|
|
TRS Properties
|
|
Total
|
|
GLP Capital (1)
|
|
TRS Properties
|
|
Total
|
||||||||||||
Total revenues
|
|
$
|
254,871
|
|
|
$
|
32,993
|
|
|
$
|
287,864
|
|
|
$
|
209,304
|
|
|
$
|
34,746
|
|
|
$
|
244,050
|
|
Income from operations
|
|
164,869
|
|
|
5,906
|
|
|
170,775
|
|
|
144,874
|
|
|
6,977
|
|
|
151,851
|
|
||||||
Interest expense
|
|
74,127
|
|
|
2,601
|
|
|
76,728
|
|
|
51,467
|
|
|
2,601
|
|
|
54,068
|
|
||||||
Income before income taxes
|
|
90,831
|
|
|
3,305
|
|
|
94,136
|
|
|
93,887
|
|
|
4,377
|
|
|
98,264
|
|
||||||
Income tax expense
|
|
68
|
|
|
1,058
|
|
|
1,126
|
|
|
171
|
|
|
1,321
|
|
|
1,492
|
|
||||||
Net income
|
|
90,763
|
|
|
2,247
|
|
|
93,010
|
|
|
93,716
|
|
|
3,056
|
|
|
96,772
|
|
||||||
Depreciation
|
|
56,175
|
|
|
2,403
|
|
|
58,578
|
|
|
25,615
|
|
|
2,339
|
|
|
27,954
|
|
||||||
Capital project expenditures
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Capital maintenance expenditures
|
|
2
|
|
|
528
|
|
|
530
|
|
|
48
|
|
|
774
|
|
|
822
|
|
|
Three Months Ended March 31,
|
||||||
|
2019
|
|
2018
|
||||
|
(in thousands)
|
||||||
Cash paid for income taxes, net of refunds received
|
$
|
—
|
|
|
$
|
22
|
|
Cash paid for interest
|
20,850
|
|
|
8,549
|
|
At March 31, 2019
Condensed Consolidating Balance Sheet |
|
Parent
Guarantor
|
|
Subsidiary
Issuers
|
|
Other
Subsidiary
Non-Issuers
|
|
Eliminations
|
|
Consolidated
|
||||||||||
|
|
(in thousands)
|
||||||||||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Real estate investments, net
|
|
$
|
—
|
|
|
$
|
2,608,928
|
|
|
$
|
4,666,668
|
|
|
$
|
—
|
|
|
$
|
7,275,596
|
|
Property and equipment, used in operations, net
|
|
—
|
|
|
18,080
|
|
|
80,433
|
|
|
—
|
|
|
98,513
|
|
|||||
Mortgage loans receivable
|
|
—
|
|
|
246,000
|
|
|
57,684
|
|
|
—
|
|
|
303,684
|
|
|||||
Right-of-use assets and land rights, net
|
|
—
|
|
|
208,305
|
|
|
664,351
|
|
|
—
|
|
|
872,656
|
|
|||||
Cash and cash equivalents
|
|
—
|
|
|
4,640
|
|
|
25,694
|
|
|
—
|
|
|
30,334
|
|
|||||
Prepaid expenses
|
|
—
|
|
|
2,449
|
|
|
1,013
|
|
|
—
|
|
|
3,462
|
|
|||||
Goodwill
|
|
—
|
|
|
—
|
|
|
16,067
|
|
|
—
|
|
|
16,067
|
|
|||||
Other intangible assets
|
|
—
|
|
|
—
|
|
|
9,577
|
|
|
—
|
|
|
9,577
|
|
|||||
Intercompany loan receivable
|
|
—
|
|
|
193,595
|
|
|
—
|
|
|
(193,595
|
)
|
|
—
|
|
|||||
Intercompany transactions and investment in subsidiaries
|
|
2,207,684
|
|
|
5,198,680
|
|
|
2,641,226
|
|
|
(10,047,590
|
)
|
|
—
|
|
|||||
Deferred tax assets
|
|
—
|
|
|
—
|
|
|
5,528
|
|
|
—
|
|
|
5,528
|
|
|||||
Other assets
|
|
—
|
|
|
29,712
|
|
|
1,703
|
|
|
—
|
|
|
31,415
|
|
|||||
Total assets
|
|
$
|
2,207,684
|
|
|
$
|
8,510,389
|
|
|
$
|
8,169,944
|
|
|
$
|
(10,241,185
|
)
|
|
$
|
8,646,832
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Accounts payable
|
|
$
|
—
|
|
|
$
|
659
|
|
|
$
|
43
|
|
|
$
|
—
|
|
|
$
|
702
|
|
Accrued expenses
|
|
—
|
|
|
1,084
|
|
|
4,867
|
|
|
—
|
|
|
5,951
|
|
|||||
Accrued interest
|
|
—
|
|
|
98,223
|
|
|
—
|
|
|
—
|
|
|
98,223
|
|
|||||
Accrued salaries and wages
|
|
—
|
|
|
5,275
|
|
|
1,573
|
|
|
—
|
|
|
6,848
|
|
|||||
Gaming, property, and other taxes
|
|
—
|
|
|
827
|
|
|
513
|
|
|
—
|
|
|
1,340
|
|
|||||
Income taxes
|
|
—
|
|
|
67
|
|
|
581
|
|
|
—
|
|
|
648
|
|
|||||
Lease liabilities
|
|
—
|
|
|
108,013
|
|
|
94,392
|
|
|
—
|
|
|
202,405
|
|
|||||
Long-term debt, net of unamortized debt issuance costs, bond premiums and original issuance discounts
|
|
—
|
|
|
5,795,122
|
|
|
—
|
|
|
—
|
|
|
5,795,122
|
|
|||||
Intercompany loan payable
|
|
—
|
|
|
—
|
|
|
193,595
|
|
|
(193,595
|
)
|
|
—
|
|
|||||
Deferred rental revenue
|
|
—
|
|
|
269,848
|
|
|
32,707
|
|
|
—
|
|
|
302,555
|
|
|||||
Deferred tax liabilities
|
|
—
|
|
|
—
|
|
|
258
|
|
|
—
|
|
|
258
|
|
|||||
Other liabilities
|
|
—
|
|
|
23,587
|
|
|
1,509
|
|
|
—
|
|
|
25,096
|
|
|||||
Total liabilities
|
|
—
|
|
|
6,302,705
|
|
|
330,038
|
|
|
(193,595
|
)
|
|
6,439,148
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Shareholders’ equity (deficit)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Preferred stock ($.01 par value, 50,000,000 shares authorized, no shares issued or outstanding at March 31, 2019)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Common stock ($.01 par value, 500,000,000 shares authorized, 214,645,500 shares issued and outstanding at March 31, 2019)
|
|
2,146
|
|
|
2,146
|
|
|
2,146
|
|
|
(4,292
|
)
|
|
2,146
|
|
|||||
Additional paid-in capital
|
|
3,947,768
|
|
|
3,947,770
|
|
|
9,828,095
|
|
|
(13,775,865
|
)
|
|
3,947,768
|
|
|||||
Retained accumulated (deficit) earnings
|
|
(1,742,230
|
)
|
|
(1,742,232
|
)
|
|
(1,990,335
|
)
|
|
3,732,567
|
|
|
(1,742,230
|
)
|
|||||
Total shareholders’ equity (deficit)
|
|
2,207,684
|
|
|
2,207,684
|
|
|
7,839,906
|
|
|
(10,047,590
|
)
|
|
2,207,684
|
|
|||||
Total liabilities and shareholders’ equity (deficit)
|
|
$
|
2,207,684
|
|
|
$
|
8,510,389
|
|
|
$
|
8,169,944
|
|
|
$
|
(10,241,185
|
)
|
|
$
|
8,646,832
|
|
|
Three months ended March 31, 2019
Condensed Consolidating Statement of Income |
|
Parent
Guarantor
|
|
Subsidiary
Issuers
|
|
Other
Subsidiary
Non-Issuers
|
|
Eliminations
|
|
Consolidated
|
||||||||||
|
|
(in thousands)
|
||||||||||||||||||
Revenues
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Rental income
|
|
$
|
—
|
|
|
$
|
138,253
|
|
|
$
|
109,425
|
|
|
$
|
—
|
|
|
$
|
247,678
|
|
Interest income from mortgage real estate
|
|
—
|
|
|
5,590
|
|
|
1,603
|
|
|
—
|
|
|
7,193
|
|
|||||
Total income from real estate
|
|
—
|
|
|
143,843
|
|
|
111,028
|
|
|
—
|
|
|
254,871
|
|
|||||
Gaming, food, beverage and other
|
|
—
|
|
|
—
|
|
|
32,993
|
|
|
—
|
|
|
32,993
|
|
|||||
Total revenues
|
|
—
|
|
|
143,843
|
|
|
144,021
|
|
|
—
|
|
|
287,864
|
|
|||||
Operating expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Gaming, food, beverage and other
|
|
—
|
|
|
—
|
|
|
19,022
|
|
|
—
|
|
|
19,022
|
|
|||||
Land rights and ground lease expense
|
|
—
|
|
|
4,724
|
|
|
4,525
|
|
|
—
|
|
|
9,249
|
|
|||||
General and administrative
|
|
—
|
|
|
11,512
|
|
|
5,728
|
|
|
—
|
|
|
17,240
|
|
|||||
Depreciation
|
|
—
|
|
|
28,787
|
|
|
29,791
|
|
|
—
|
|
|
58,578
|
|
|||||
Loan impairment charges
|
|
—
|
|
|
—
|
|
|
13,000
|
|
|
—
|
|
|
13,000
|
|
|||||
Total operating expenses
|
|
—
|
|
|
45,023
|
|
|
72,066
|
|
|
—
|
|
|
117,089
|
|
|||||
Income from operations
|
|
—
|
|
|
98,820
|
|
|
71,955
|
|
|
—
|
|
|
170,775
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Other income (expenses)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Interest expense
|
|
—
|
|
|
(76,728
|
)
|
|
—
|
|
|
—
|
|
|
(76,728
|
)
|
|||||
Interest income
|
|
—
|
|
|
89
|
|
|
—
|
|
|
—
|
|
|
89
|
|
|||||
Intercompany dividends and interest
|
|
—
|
|
|
119,394
|
|
|
(1,571
|
)
|
|
(117,823
|
)
|
|
—
|
|
|||||
Total other income (expenses)
|
|
—
|
|
|
42,755
|
|
|
(1,571
|
)
|
|
(117,823
|
)
|
|
(76,639
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Income (loss) before income taxes
|
|
—
|
|
|
141,575
|
|
|
70,384
|
|
|
(117,823
|
)
|
|
94,136
|
|
|||||
Income tax expense
|
|
—
|
|
|
69
|
|
|
1,057
|
|
|
—
|
|
|
1,126
|
|
|||||
Net income (loss)
|
|
$
|
—
|
|
|
$
|
141,506
|
|
|
$
|
69,327
|
|
|
$
|
(117,823
|
)
|
|
$
|
93,010
|
|
Three months ended March 31, 2019
Condensed Consolidating Statement of Cash Flows |
|
Parent
Guarantor
|
|
Subsidiary
Issuers
|
|
Other
Subsidiary
Non-Issuers
|
|
Eliminations
|
|
Consolidated
|
||||||||||
|
|
(in thousands)
|
||||||||||||||||||
Operating activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Net income (loss)
|
|
$
|
—
|
|
|
$
|
141,506
|
|
|
$
|
69,327
|
|
|
$
|
(117,823
|
)
|
|
$
|
93,010
|
|
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Depreciation and amortization
|
|
—
|
|
|
29,566
|
|
|
32,102
|
|
|
—
|
|
|
61,668
|
|
|||||
Amortization of debt issuance costs, bond premiums and original issuance discounts
|
|
—
|
|
|
2,891
|
|
|
—
|
|
|
—
|
|
|
2,891
|
|
|||||
Losses on dispositions of property
|
|
—
|
|
|
7
|
|
|
—
|
|
|
—
|
|
|
7
|
|
|||||
Deferred income taxes
|
|
—
|
|
|
—
|
|
|
(248
|
)
|
|
—
|
|
|
(248
|
)
|
|||||
Stock-based compensation
|
|
—
|
|
|
4,325
|
|
|
—
|
|
|
—
|
|
|
4,325
|
|
|||||
Straight-line rent adjustments
|
|
—
|
|
|
663
|
|
|
7,981
|
|
|
—
|
|
|
8,644
|
|
|||||
Loan impairment charges
|
|
—
|
|
|
—
|
|
|
13,000
|
|
|
—
|
|
|
13,000
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
(Increase) decrease,
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Prepaid expenses and other assets
|
|
—
|
|
|
(4,240
|
)
|
|
(117
|
)
|
|
1,011
|
|
|
(3,346
|
)
|
|||||
Intercompany
|
|
—
|
|
|
52
|
|
|
(52
|
)
|
|
—
|
|
|
—
|
|
|||||
Increase (decrease),
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Accounts payable
|
|
—
|
|
|
(1,810
|
)
|
|
1
|
|
|
—
|
|
|
(1,809
|
)
|
|||||
Accrued expenses
|
|
—
|
|
|
264
|
|
|
257
|
|
|
—
|
|
|
521
|
|
|||||
Accrued interest
|
|
—
|
|
|
52,962
|
|
|
—
|
|
|
—
|
|
|
52,962
|
|
|||||
Accrued salaries and wages
|
|
—
|
|
|
(9,353
|
)
|
|
(809
|
)
|
|
—
|
|
|
(10,162
|
)
|
|||||
Gaming, property and other taxes
|
|
—
|
|
|
398
|
|
|
(122
|
)
|
|
—
|
|
|
276
|
|
|||||
Income taxes
|
|
—
|
|
|
69
|
|
|
1,590
|
|
|
(1,011
|
)
|
|
648
|
|
|||||
Other liabilities
|
|
—
|
|
|
(948
|
)
|
|
(16
|
)
|
|
—
|
|
|
(964
|
)
|
|||||
Net cash provided by (used in) operating activities
|
|
—
|
|
|
216,352
|
|
|
122,894
|
|
|
(117,823
|
)
|
|
221,423
|
|
|||||
Investing activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Capital maintenance expenditures
|
|
—
|
|
|
(2
|
)
|
|
(528
|
)
|
|
—
|
|
|
(530
|
)
|
|||||
Proceeds from sale of property and equipment
|
|
—
|
|
|
182
|
|
|
—
|
|
|
—
|
|
|
182
|
|
|||||
Net cash provided by (used in) investing activities
|
|
—
|
|
|
180
|
|
|
(528
|
)
|
|
—
|
|
|
(348
|
)
|
|||||
Financing activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Dividends paid
|
|
(146,202
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(146,202
|
)
|
|||||
Taxes paid related to shares withheld for tax purposes on restricted stock award vestings, net of proceeds from exercise of options
|
|
(9,056
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(9,056
|
)
|
|||||
Proceeds from issuance of long-term debt
|
|
—
|
|
|
62,000
|
|
|
—
|
|
|
—
|
|
|
62,000
|
|
|||||
Financing costs
|
|
—
|
|
|
(236
|
)
|
|
—
|
|
|
—
|
|
|
(236
|
)
|
|||||
Repayments of long-term debt
|
|
—
|
|
|
(123,030
|
)
|
|
—
|
|
|
—
|
|
|
(123,030
|
)
|
|||||
Intercompany financing
|
|
155,258
|
|
|
(155,258
|
)
|
|
(117,823
|
)
|
|
117,823
|
|
|
—
|
|
|||||
Net cash (used in) provided by financing activities
|
|
—
|
|
|
(216,524
|
)
|
|
(117,823
|
)
|
|
117,823
|
|
|
(216,524
|
)
|
|||||
Net increase in cash and cash equivalents
|
|
—
|
|
|
8
|
|
|
4,543
|
|
|
—
|
|
|
4,551
|
|
|||||
Cash and cash equivalents at beginning of period
|
|
—
|
|
|
4,632
|
|
|
21,151
|
|
|
—
|
|
|
25,783
|
|
|||||
Cash and cash equivalents at end of period
|
|
$
|
—
|
|
|
$
|
4,640
|
|
|
$
|
25,694
|
|
|
$
|
—
|
|
|
$
|
30,334
|
|
At December 31, 2018
Condensed Consolidating Balance Sheet |
|
Parent
Guarantor
|
|
Subsidiary
Issuers
|
|
Other
Subsidiary
Non-Issuers
|
|
Eliminations
|
|
Consolidated
|
||||||||||
|
|
(in thousands)
|
||||||||||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Real estate investments, net
|
|
$
|
—
|
|
|
$
|
2,637,404
|
|
|
$
|
4,694,056
|
|
|
$
|
—
|
|
|
$
|
7,331,460
|
|
Land rights, net
|
|
—
|
|
|
100,938
|
|
|
572,269
|
|
|
—
|
|
|
673,207
|
|
|||||
Property and equipment, used in operations, net
|
|
—
|
|
|
18,577
|
|
|
82,307
|
|
|
—
|
|
|
100,884
|
|
|||||
Mortgage loans receivable
|
|
—
|
|
|
246,000
|
|
|
57,684
|
|
|
—
|
|
|
303,684
|
|
|||||
Cash and cash equivalents
|
|
—
|
|
|
4,632
|
|
|
21,151
|
|
|
—
|
|
|
25,783
|
|
|||||
Prepaid expenses
|
|
—
|
|
|
27,071
|
|
|
2,885
|
|
|
1,011
|
|
|
30,967
|
|
|||||
Goodwill
|
|
—
|
|
|
—
|
|
|
16,067
|
|
|
—
|
|
|
16,067
|
|
|||||
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
|
|
2,265,607
|
|
|
5,247,229
|
|
|
2,697,241
|
|
|
(10,210,077
|
)
|
|
—
|
|
|||||
Deferred tax assets
|
|
—
|
|
|
—
|
|
|
5,178
|
|
|
—
|
|
|
5,178
|
|
|||||
Other assets
|
|
—
|
|
|
47,378
|
|
|
20,108
|
|
|
—
|
|
|
67,486
|
|
|||||
Total assets
|
|
$
|
2,265,607
|
|
|
$
|
8,522,824
|
|
|
$
|
8,191,523
|
|
|
$
|
(10,402,661
|
)
|
|
$
|
8,577,293
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Accounts payable
|
|
$
|
—
|
|
|
$
|
2,469
|
|
|
$
|
42
|
|
|
$
|
—
|
|
|
$
|
2,511
|
|
Accrued expenses
|
|
—
|
|
|
23,587
|
|
|
6,710
|
|
|
—
|
|
|
30,297
|
|
|||||
Accrued interest
|
|
—
|
|
|
45,261
|
|
|
—
|
|
|
—
|
|
|
45,261
|
|
|||||
Accrued salaries and wages
|
|
—
|
|
|
14,628
|
|
|
2,382
|
|
|
—
|
|
|
17,010
|
|
|||||
Gaming, property, and other taxes
|
|
—
|
|
|
24,055
|
|
|
18,824
|
|
|
—
|
|
|
42,879
|
|
|||||
Income taxes
|
|
—
|
|
|
(2
|
)
|
|
(1,009
|
)
|
|
1,011
|
|
|
—
|
|
|||||
Long-term debt, net of unamortized debt issuance costs, bond premiums and original issuance discounts
|
|
—
|
|
|
5,853,497
|
|
|
—
|
|
|
—
|
|
|
5,853,497
|
|
|||||
Intercompany loan payable
|
|
—
|
|
|
—
|
|
|
193,595
|
|
|
(193,595
|
)
|
|
—
|
|
|||||
Deferred rental revenue
|
|
—
|
|
|
269,185
|
|
|
24,726
|
|
|
—
|
|
|
293,911
|
|
|||||
Deferred tax liabilities
|
|
—
|
|
|
—
|
|
|
261
|
|
|
—
|
|
|
261
|
|
|||||
Other liabilities
|
|
—
|
|
|
24,536
|
|
|
1,523
|
|
|
—
|
|
|
26,059
|
|
|||||
Total liabilities
|
|
—
|
|
|
6,257,216
|
|
|
247,054
|
|
|
(192,584
|
)
|
|
6,311,686
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Shareholders’ equity (deficit)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Preferred stock ($.01 par value, 50,000,000 shares authorized, no shares issued or outstanding at December 31, 2018)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Common stock ($.01 par value, 500,000,000 shares authorized, 214,211,932 shares issued and outstanding at December 31, 2018)
|
|
2,142
|
|
|
2,142
|
|
|
2,142
|
|
|
(4,284
|
)
|
|
2,142
|
|
|||||
Additional paid-in capital
|
|
3,952,503
|
|
|
3,952,506
|
|
|
9,832,830
|
|
|
(13,785,336
|
)
|
|
3,952,503
|
|
|||||
Retained accumulated (deficit) earnings
|
|
(1,689,038
|
)
|
|
(1,689,040
|
)
|
|
(1,890,503
|
)
|
|
3,579,543
|
|
|
(1,689,038
|
)
|
|||||
Total shareholders’ equity (deficit)
|
|
2,265,607
|
|
|
2,265,608
|
|
|
7,944,469
|
|
|
(10,210,077
|
)
|
|
2,265,607
|
|
|||||
Total liabilities and shareholders’ equity (deficit)
|
|
$
|
2,265,607
|
|
|
$
|
8,522,824
|
|
|
$
|
8,191,523
|
|
|
$
|
(10,402,661
|
)
|
|
$
|
8,577,293
|
|
|
Three months ended March 31, 2018
Condensed Consolidating Statement of Income |
|
Parent
Guarantor
|
|
Subsidiary
Issuers
|
|
Other
Subsidiary
Non-
Issuers
|
|
Eliminations
|
|
Consolidated
|
||||||||||
|
|
(in thousands)
|
||||||||||||||||||
Revenues
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Rental income
|
|
$
|
—
|
|
|
$
|
101,820
|
|
|
$
|
67,585
|
|
|
$
|
—
|
|
|
$
|
169,405
|
|
Income from direct financing lease
|
|
—
|
|
|
—
|
|
|
18,621
|
|
|
—
|
|
|
18,621
|
|
|||||
Real estate taxes paid by tenants
|
|
—
|
|
|
10,900
|
|
|
10,378
|
|
|
—
|
|
|
21,278
|
|
|||||
Total income from real estate
|
|
—
|
|
|
112,720
|
|
|
96,584
|
|
|
—
|
|
|
209,304
|
|
|||||
Gaming, food, beverage and other
|
|
—
|
|
|
—
|
|
|
34,746
|
|
|
—
|
|
|
34,746
|
|
|||||
Total revenues
|
|
—
|
|
|
112,720
|
|
|
131,330
|
|
|
—
|
|
|
244,050
|
|
|||||
Operating expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Gaming, food, beverage and other
|
|
—
|
|
|
—
|
|
|
19,658
|
|
|
—
|
|
|
19,658
|
|
|||||
Real estate taxes
|
|
—
|
|
|
10,919
|
|
|
10,676
|
|
|
—
|
|
|
21,595
|
|
|||||
Land rights and ground lease expense
|
|
—
|
|
|
2,019
|
|
|
4,513
|
|
|
—
|
|
|
6,532
|
|
|||||
General and administrative
|
|
—
|
|
|
10,921
|
|
|
5,539
|
|
|
—
|
|
|
16,460
|
|
|||||
Depreciation
|
|
—
|
|
|
23,601
|
|
|
4,353
|
|
|
—
|
|
|
27,954
|
|
|||||
Total operating expenses
|
|
—
|
|
|
47,460
|
|
|
44,739
|
|
|
—
|
|
|
92,199
|
|
|||||
Income from operations
|
|
—
|
|
|
65,260
|
|
|
86,591
|
|
|
—
|
|
|
151,851
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Other income (expenses)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Interest expense
|
|
—
|
|
|
(54,068
|
)
|
|
—
|
|
|
—
|
|
|
(54,068
|
)
|
|||||
Interest income
|
|
—
|
|
|
—
|
|
|
481
|
|
|
—
|
|
|
481
|
|
|||||
Intercompany dividends and interest
|
|
—
|
|
|
107,103
|
|
|
(315
|
)
|
|
(106,788
|
)
|
|
—
|
|
|||||
Total other income (expenses)
|
|
—
|
|
|
53,035
|
|
|
166
|
|
|
(106,788
|
)
|
|
(53,587
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Income (loss) before income taxes
|
|
—
|
|
|
118,295
|
|
|
86,757
|
|
|
(106,788
|
)
|
|
98,264
|
|
|||||
Income tax expense
|
|
—
|
|
|
171
|
|
|
1,321
|
|
|
—
|
|
|
1,492
|
|
|||||
Net income (loss)
|
|
$
|
—
|
|
|
$
|
118,124
|
|
|
$
|
85,436
|
|
|
$
|
(106,788
|
)
|
|
$
|
96,772
|
|
Three months ended March 31, 2018
Condensed Consolidating Statement of Cash Flows |
|
Parent
Guarantor
|
|
Subsidiary
Issuers
|
|
Other
Subsidiary
Non-Issuers
|
|
Eliminations
|
|
Consolidated
|
||||||||||
|
|
(in thousands)
|
||||||||||||||||||
Operating activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Net income (loss)
|
|
$
|
—
|
|
|
$
|
118,124
|
|
|
$
|
85,436
|
|
|
$
|
(106,788
|
)
|
|
$
|
96,772
|
|
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Depreciation
|
|
—
|
|
|
24,018
|
|
|
6,663
|
|
|
—
|
|
|
30,681
|
|
|||||
Amortization of debt issuance costs
|
|
—
|
|
|
3,257
|
|
|
—
|
|
|
—
|
|
|
3,257
|
|
|||||
Deferred income taxes
|
|
—
|
|
|
—
|
|
|
164
|
|
|
—
|
|
|
164
|
|
|||||
Stock-based compensation
|
|
—
|
|
|
3,987
|
|
|
—
|
|
|
—
|
|
|
3,987
|
|
|||||
Straight-line rent adjustments
|
|
—
|
|
|
14,328
|
|
|
2,289
|
|
|
—
|
|
|
16,617
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
(Increase) decrease,
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Prepaid expenses and other assets
|
|
—
|
|
|
(2,913
|
)
|
|
274
|
|
|
1,638
|
|
|
(1,001
|
)
|
|||||
Intercompany
|
|
—
|
|
|
(9
|
)
|
|
9
|
|
|
—
|
|
|
—
|
|
|||||
(Decrease) increase,
|
|
0
|
|
|
0
|
|
|
|
|
|
0
|
|
|
|
||||||
Accounts payable
|
|
—
|
|
|
(160
|
)
|
|
(65
|
)
|
|
—
|
|
|
(225
|
)
|
|||||
Accrued expenses
|
|
—
|
|
|
98
|
|
|
105
|
|
|
—
|
|
|
203
|
|
|||||
Accrued interest
|
|
—
|
|
|
42,238
|
|
|
—
|
|
|
—
|
|
|
42,238
|
|
|||||
Accrued salaries and wages
|
|
—
|
|
|
(6,408
|
)
|
|
(1,272
|
)
|
|
—
|
|
|
(7,680
|
)
|
|||||
Gaming, property and other taxes
|
|
—
|
|
|
124
|
|
|
(102
|
)
|
|
—
|
|
|
22
|
|
|||||
Income taxes
|
|
—
|
|
|
152
|
|
|
1,685
|
|
|
(1,638
|
)
|
|
199
|
|
|||||
Other liabilities
|
|
—
|
|
|
949
|
|
|
(427
|
)
|
|
—
|
|
|
522
|
|
|||||
Net cash provided by (used in) operating activities
|
|
—
|
|
|
197,785
|
|
|
94,759
|
|
|
(106,788
|
)
|
|
185,756
|
|
|||||
Investing activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Capital maintenance expenditures
|
|
—
|
|
|
(48
|
)
|
|
(774
|
)
|
|
—
|
|
|
(822
|
)
|
|||||
Collection of principal payments on investment in direct financing lease
|
|
—
|
|
|
—
|
|
|
18,209
|
|
|
—
|
|
|
18,209
|
|
|||||
Net cash (used in) provided by investing activities
|
|
—
|
|
|
(48
|
)
|
|
17,435
|
|
|
—
|
|
|
17,387
|
|
|||||
Financing activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Dividends paid
|
|
(134,717
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(134,717
|
)
|
|||||
Taxes paid related to shares withheld for tax purposes on restricted stock award vestings, net of proceeds from exercise of options
|
|
(7,031
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(7,031
|
)
|
|||||
Repayments of long-term debt
|
|
—
|
|
|
(45,029
|
)
|
|
—
|
|
|
—
|
|
|
(45,029
|
)
|
|||||
Intercompany financing
|
|
141,748
|
|
|
(141,749
|
)
|
|
(106,787
|
)
|
|
106,788
|
|
|
—
|
|
|||||
Net cash (used in) provided by financing activities
|
|
—
|
|
|
(186,778
|
)
|
|
(106,787
|
)
|
|
106,788
|
|
|
(186,777
|
)
|
|||||
Net increase in cash and cash equivalents
|
|
—
|
|
|
10,959
|
|
|
5,407
|
|
|
—
|
|
|
16,366
|
|
|||||
Cash and cash equivalents at beginning of period
|
|
—
|
|
|
6,734
|
|
|
22,320
|
|
|
—
|
|
|
29,054
|
|
|||||
Cash and cash equivalents at end of period
|
|
$
|
—
|
|
|
$
|
17,693
|
|
|
$
|
27,727
|
|
|
$
|
—
|
|
|
$
|
45,420
|
|
•
|
Total income from real estate was $254.9 million for the three months ended March 31, 2019 and $209.3 million for the three months ended March 31, 2018. Total income from real estate increased by $45.6 million for the three months ended March 31, 2019, as compared to the corresponding period in the prior year primarily due to the Tropicana Transactions (including rent from the Eldorado Master Lease and interest income from the Lumière Loan) and the Penn-Pinnacle Merger (including the Plainridge Park acquisition, the increased rent under the Amended Pinnacle Master Lease and the Belterra Park Loan) both of which occurred in the fourth quarter of 2018, as well as the performance of the Ohio Properties, the impact of the rent escalators under the Penn Master Lease, the rent escalators triggered under the former Pinnacle Master Lease prior to the Penn-Pinnacle Merger, the partial recognition of income previously deferred under the Penn Master Lease and Meadows Lease and the recognition of cash rent that was previously applied against the lease receivable on our balance sheet as rental income. As a result of the Penn-Pinnacle Merger, the Amended Pinnacle Master Lease is treated as an operating lease in its entirety and all cash rent received from our tenants is recognized as revenue when earned. These increases were partially offset by the first percentage rent reset on the Penn Master Lease, which resulted in a rent decrease and the elimination of the revenue gross-up for real estate taxes paid directly by our tenants under ASC 842.
|
•
|
Revenues for our TRS Properties decreased by $1.8 million for the three months ended March 31, 2019, as compared to the corresponding period in the prior year, primarily due to decreased revenues at Hollywood Casino Baton Rouge, partially resulting from the June 2018 smoking ban at all Baton Rouge casinos.
|
•
|
Total operating expenses increased by $24.9 million for the three months ended March 31, 2019, as compared to the corresponding period in the prior year. The increase in operating expenses for the three months ended March 31, 2019, as compared to the corresponding period in the prior year was primarily driven by a loan impairment charge of $13.0 million related to the company's unsecured loan to Casino Queen and an increase in depreciation expense resulting from the addition of the Tropicana and Plainridge Park real estate assets to our real estate portfolio, as well as the reclassification of the Pinnacle building assets to real estate investments on our balance sheet. As a result of the Penn-Pinnacle Merger, the Amended Pinnacle Master Lease is treated as an operating lease in its entirety and our investment in the direct financing lease was unwound. These increases were offset by a significant decrease in real estate tax expense, as we are no longer required to gross-up our financial statements for the real estate taxes paid directly by our tenants under ASC 842.
|
•
|
Other income and expenses increased by $23.1 million for the three months ended March 31, 2019, as compared to the corresponding period in the prior year. The increase in other income and expenses for the three months ended March 31, 2019, 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.
|
•
|
Income tax expense decreased by $0.4 million for the three months ended March 31, 2019, primarily due to lower income at our TRS Properties.
|
•
|
Net income decreased by $3.8 million for the three months ended March 31, 2019, as compared to the corresponding periods in the prior year, primarily due to the variances explained above.
|
•
|
On October 15, 2018, Penn's acquisition of Pinnacle closed, and the Company completed its previously announced transactions with Penn, Pinnacle and Boyd. Concurrent with Penn's acquisition, the Company amended the Pinnacle Master Lease to allow for the sale of the operating assets of Ameristar Casino Hotel Kansas City, Ameristar Casino Resort Spa St. Charles and Belterra Casino Resort from Pinnacle to Boyd and entered into a new triple-net master lease agreement with Boyd for these properties on terms similar to the Company’s existing master leases. The Company also purchased the real estate assets of Plainridge Park Casino from Penn for $250.0 million, exclusive of transaction fees and taxes, and added this property to the Amended Pinnacle Master Lease. We also entered into a loan agreement with Boyd in connection with Boyd's acquisition of Belterra Park, whereby we loaned Boyd $57.7 million, act as mortgagee and collect interest income from Boyd. Our initial annual real estate income will increase by $45.3 million as a result of these transactions.
|
•
|
On October 1, 2018, the Company purchased the real property assets of five properties from Tropicana for $964.0 million, exclusive of taxes and transaction fees. Concurrent with the acquisition of these properties, Eldorado purchased the operating assets of these Tropicana properties and Lumière Place and entered into a new triple-net master lease with the Company for the lease of the five Tropicana properties purchased by us for a 15-year initial term with no purchase option followed by four successive 5-year renewal periods (exercisable by Eldorado). Initial annual rent under the Eldorado Master Lease is $87.6 million. The Company also made a loan to Eldorado in the amount of $246.0 million in connection with Eldorado’s acquisition of Lumière Place, which will generate initial annual interest income of $22.4 million.
|
•
|
During the second quarter of 2018, a smoking ban went into effect at all Baton Rouge, Louisiana casinos, which in combination with the general market deterioration in the Baton Rouge region has contributed to the poor performance of our Hollywood Casino Baton Rouge property.
|
•
|
The fact that several wholly-owned subsidiaries of Penn lease a substantial number of our properties, pursuant to two master leases and a single property lease and account for a significant portion of our revenue.
|
•
|
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 and annual rent escalators we receive from our tenants as outlined in the long-term triple-net leases with these tenants.
|
•
|
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.
|
|
Three Months Ended March 31,
|
||||||
|
2019
|
|
2018
|
||||
|
(in thousands)
|
||||||
Revenues
|
|
|
|
|
|
||
Rental income
|
$
|
247,678
|
|
|
$
|
169,405
|
|
Income from direct financing lease
|
—
|
|
|
18,621
|
|
||
Interest income from mortgaged real estate
|
7,193
|
|
|
—
|
|
||
Real estate taxes paid by tenants
|
—
|
|
|
21,278
|
|
||
Total income from real estate
|
254,871
|
|
|
209,304
|
|
||
Gaming, food, beverage and other
|
32,993
|
|
|
34,746
|
|
||
Total revenues
|
287,864
|
|
|
244,050
|
|
||
Operating expenses
|
|
|
|
|
|
||
Gaming, food, beverage and other
|
19,022
|
|
|
19,658
|
|
||
Real estate taxes
|
—
|
|
|
21,595
|
|
||
Land rights and ground lease expense
|
9,249
|
|
|
6,532
|
|
||
General and administrative
|
17,240
|
|
|
16,460
|
|
||
Depreciation
|
58,578
|
|
|
27,954
|
|
||
Loan impairment charges
|
13,000
|
|
|
—
|
|
||
Total operating expenses
|
117,089
|
|
|
92,199
|
|
||
Income from operations
|
$
|
170,775
|
|
|
$
|
151,851
|
|
|
|
Three Months Ended March 31,
|
||||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
|
Total Revenues
|
|
Income from Operations
|
||||||||||||
|
(in thousands)
|
||||||||||||||
GLP Capital
|
$
|
254,871
|
|
|
$
|
209,304
|
|
|
$
|
164,869
|
|
|
$
|
144,874
|
|
TRS Properties
|
32,993
|
|
|
34,746
|
|
|
5,906
|
|
|
6,977
|
|
||||
Total
|
$
|
287,864
|
|
|
$
|
244,050
|
|
|
$
|
170,775
|
|
|
$
|
151,851
|
|
|
Three Months Ended
March 31, |
||||||
|
2019
|
|
2018
|
||||
|
(in thousands)
|
||||||
Net income
|
$
|
93,010
|
|
|
$
|
96,772
|
|
Losses from dispositions of property
|
7
|
|
|
—
|
|
||
Real estate depreciation
|
55,675
|
|
|
25,098
|
|
||
Funds from operations
|
$
|
148,692
|
|
|
$
|
121,870
|
|
Straight-line rent adjustments
|
8,644
|
|
|
16,617
|
|
||
Direct financing lease adjustments
|
—
|
|
|
18,209
|
|
||
Other depreciation
|
2,903
|
|
|
2,856
|
|
||
Amortization of land rights
|
3,090
|
|
|
2,727
|
|
||
Amortization of debt issuance costs, bond premiums and original issuance discounts
|
2,891
|
|
|
3,257
|
|
||
Stock based compensation
|
4,325
|
|
|
3,987
|
|
||
Loan impairment charges
|
13,000
|
|
|
—
|
|
||
Capital maintenance expenditures
|
(530
|
)
|
|
(822
|
)
|
||
Adjusted funds from operations
|
$
|
183,015
|
|
|
$
|
168,701
|
|
Interest, net
|
76,639
|
|
|
53,587
|
|
||
Income tax expense
|
1,126
|
|
|
1,492
|
|
||
Capital maintenance expenditures
|
530
|
|
|
822
|
|
||
Amortization of debt issuance costs, bond premiums and original issuance discounts
|
(2,891
|
)
|
|
(3,257
|
)
|
||
Adjusted EBITDA
|
$
|
258,419
|
|
|
$
|
221,345
|
|
|
|
|
GLP Capital
|
|
TRS Properties
|
||||||||||||
Three Months Ended March 31,
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
|
|
(in thousands)
|
||||||||||||||
|
|
|
|
|
|
|
|
|
||||||||
Net income
|
|
$
|
90,763
|
|
|
$
|
93,716
|
|
|
$
|
2,247
|
|
|
$
|
3,056
|
|
Losses from dispositions of property
|
|
7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Real estate depreciation
|
|
55,675
|
|
|
25,098
|
|
|
—
|
|
|
—
|
|
||||
Funds from operations
|
|
$
|
146,445
|
|
|
$
|
118,814
|
|
|
$
|
2,247
|
|
|
$
|
3,056
|
|
Straight-line rent adjustments
|
|
8,644
|
|
|
16,617
|
|
|
—
|
|
|
—
|
|
||||
Direct financing lease adjustments
|
|
—
|
|
|
18,209
|
|
|
—
|
|
|
—
|
|
||||
Other depreciation
|
|
500
|
|
|
517
|
|
|
2,403
|
|
|
2,339
|
|
||||
Amortization of land rights
|
|
3,090
|
|
|
2,727
|
|
|
—
|
|
|
—
|
|
||||
Amortization of debt issuance costs, bond premiums and original issuance discounts
|
|
2,891
|
|
|
3,257
|
|
|
—
|
|
|
—
|
|
||||
Stock based compensation
|
|
4,325
|
|
|
3,987
|
|
|
—
|
|
|
—
|
|
||||
Loan impairment charges
|
|
13,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Capital maintenance expenditures
|
|
(2
|
)
|
|
(48
|
)
|
|
(528
|
)
|
|
(774
|
)
|
||||
Adjusted funds from operations
|
|
$
|
178,893
|
|
|
$
|
164,080
|
|
|
$
|
4,122
|
|
|
$
|
4,621
|
|
Interest, net (1)
|
|
74,038
|
|
|
50,987
|
|
|
2,601
|
|
|
2,600
|
|
||||
Income tax expense
|
|
68
|
|
|
171
|
|
|
1,058
|
|
|
1,321
|
|
||||
Capital maintenance expenditures
|
|
2
|
|
|
48
|
|
|
528
|
|
|
774
|
|
||||
Amortization of debt issuance costs, bond premiums and original issuance discounts
|
|
(2,891
|
)
|
|
(3,257
|
)
|
|
—
|
|
|
—
|
|
||||
Adjusted EBITDA
|
|
$
|
250,110
|
|
|
$
|
212,029
|
|
|
$
|
8,309
|
|
|
$
|
9,316
|
|
|
(1)
|
Interest expense, net for the GLP Capital segment is net of intercompany interest eliminations of $2.6 million for both the three months ended March 31, 2019 and 2018.
|
|
|
|
|
|
|
|
|
|
Percentage
|
|||||||
Three Months Ended March 31,
|
|
2019
|
|
2018
|
|
Variance
|
|
Variance
|
|||||||
Total income from real estate
|
|
$
|
254,871
|
|
|
$
|
209,304
|
|
|
$
|
45,567
|
|
|
21.8
|
%
|
Gaming, food, beverage and other
|
|
32,993
|
|
|
34,746
|
|
|
(1,753
|
)
|
|
(5.0
|
)%
|
|||
Total revenues
|
|
$
|
287,864
|
|
|
$
|
244,050
|
|
|
$
|
43,814
|
|
|
18.0
|
%
|
Three Months Ended March 31, 2019
|
Penn Master Lease
|
|
Amended Pinnacle Master Lease
|
|
Eldorado Master Lease and Mortgage
|
|
Boyd Master Lease and Mortgage
|
|
Penn - Meadows Lease
|
|
Casino Queen Lease
|
|
Total
|
||||||||||||||
Building base rent
|
$
|
68,482
|
|
|
$
|
55,781
|
|
|
$
|
15,230
|
|
|
$
|
18,286
|
|
|
$
|
3,283
|
|
|
$
|
2,275
|
|
|
$
|
163,337
|
|
Land base rent
|
23,492
|
|
|
17,703
|
|
|
3,340
|
|
|
2,906
|
|
|
—
|
|
|
—
|
|
|
47,441
|
|
|||||||
Percentage rent
|
21,685
|
|
|
7,833
|
|
|
3,340
|
|
|
2,770
|
|
|
2,792
|
|
|
1,356
|
|
|
39,776
|
|
|||||||
Total cash rental income
|
$
|
113,659
|
|
|
$
|
81,317
|
|
|
$
|
21,910
|
|
|
$
|
23,962
|
|
|
$
|
6,075
|
|
|
$
|
3,631
|
|
|
$
|
250,554
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Straight-line rent adjustments
|
$
|
2,231
|
|
|
$
|
(6,318
|
)
|
|
$
|
(2,895
|
)
|
|
$
|
(2,234
|
)
|
|
$
|
572
|
|
|
$
|
—
|
|
|
$
|
(8,644
|
)
|
Ground rent in revenue
|
962
|
|
|
1,781
|
|
|
2,386
|
|
|
434
|
|
|
—
|
|
|
—
|
|
|
5,563
|
|
|||||||
Other rental revenue
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|
205
|
|
|
—
|
|
|
205
|
|
||||||||
Total rental income
|
$
|
116,852
|
|
|
$
|
76,780
|
|
|
$
|
21,401
|
|
|
$
|
22,162
|
|
|
$
|
6,852
|
|
|
$
|
3,631
|
|
|
$
|
247,678
|
|
Interest income from mortgaged real estate
|
—
|
|
|
—
|
|
|
5,591
|
|
|
1,602
|
|
|
—
|
|
|
—
|
|
|
7,193
|
|
|||||||
Total income from real estate
|
$
|
116,852
|
|
|
$
|
76,780
|
|
|
$
|
26,992
|
|
|
$
|
23,764
|
|
|
$
|
6,852
|
|
|
$
|
3,631
|
|
|
$
|
254,871
|
|
|
|
|
|
|
|
|
|
|
Percentage
|
|||||||
Three Months Ended March 31,
|
|
2019
|
|
2018
|
|
Variance
|
|
Variance
|
|||||||
Gaming, food, beverage and other
|
|
$
|
19,022
|
|
|
$
|
19,658
|
|
|
$
|
(636
|
)
|
|
(3.2
|
)%
|
Real estate taxes
|
|
—
|
|
|
21,595
|
|
|
(21,595
|
)
|
|
(100.0
|
)%
|
|||
Land rights and ground lease expense
|
|
9,249
|
|
|
6,532
|
|
|
2,717
|
|
|
41.6
|
%
|
|||
General and administrative
|
|
17,240
|
|
|
16,460
|
|
|
780
|
|
|
4.7
|
%
|
|||
Depreciation
|
|
58,578
|
|
|
27,954
|
|
|
30,624
|
|
|
109.6
|
%
|
|||
Loan impairment charges
|
|
13,000
|
|
|
—
|
|
|
13,000
|
|
|
N/A
|
|
|||
Total operating expenses
|
|
$
|
117,089
|
|
|
$
|
92,199
|
|
|
$
|
24,890
|
|
|
27.0
|
%
|
|
|
|
|
|
|
|
|
|
Percentage
|
|||||||
Three Months Ended March 31,
|
|
2019
|
|
2018
|
|
Variance
|
|
Variance
|
|||||||
Interest expense
|
|
$
|
(76,728
|
)
|
|
$
|
(54,068
|
)
|
|
$
|
(22,660
|
)
|
|
(41.9
|
)%
|
Interest income
|
|
89
|
|
|
481
|
|
|
(392
|
)
|
|
(81.5
|
)%
|
|||
Total other expenses
|
|
$
|
(76,639
|
)
|
|
$
|
(53,587
|
)
|
|
$
|
(23,052
|
)
|
|
(43.0
|
)%
|
|
04/01/19- 12/31/19
|
|
1/01/20- 12/31/20
|
|
1/01/21- 12/31/21
|
|
1/01/22- 12/31/22
|
|
1/01/23- 12/31/23
|
|
Thereafter
|
|
Total
|
|
Fair Value at 3/31/2019
|
||||||||||||||||
|
(in thousands)
|
||||||||||||||||||||||||||||||
Long-term debt:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Fixed rate
|
$
|
—
|
|
|
$
|
1,000,000
|
|
|
$
|
400,000
|
|
|
$
|
—
|
|
|
$
|
500,000
|
|
|
$
|
3,075,000
|
|
|
$
|
4,975,000
|
|
|
$
|
5,191,775
|
|
Average interest rate
|
|
|
4.88%
|
|
4.38%
|
|
|
|
5.38%
|
|
5.38%
|
|
|
|
|
|
|
||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Variable rate
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
525,000
|
|
|
$
|
—
|
|
|
$
|
341,000
|
|
|
$
|
—
|
|
|
$
|
866,000
|
|
|
$
|
857,495
|
|
Average interest rate (1)
|
|
|
|
|
|
4.1%
|
|
|
|
3.97%
|
|
|
|
|
|
|
|
|
|
|
Exhibit
|
|
Description of Exhibit
|
|
|
|
10.1
|
|
|
|
|
|
10.2
|
|
|
|
|
|
31.1*
|
|
|
|
|
|
31.2*
|
|
|
|
|
|
32.1*
|
|
|
|
|
|
32.2*
|
|
|
|
|
|
101.INS
|
|
XBRL Instance Document - the instance document does not appear in the Interactive Date File because its XBRL tags are embedded within the Inline XBRL document.
|
|
|
|
101.SCH
|
|
XBRL Taxonomy Extension Schema Document.
|
|
|
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase Document.
|
|
|
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase Document.
|
|
|
|
101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase Document.
|
|
|
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase Document.
|
|
*
|
Filed or furnished, as applicable, herewith
|
|
GAMING AND LEISURE PROPERTIES, INC.
|
|
|
|
|
May 7, 2019
|
By:
|
/s/ Steven T. Snyder
|
|
|
Steven T. Snyder
|
|
|
Chief Financial Officer
|
|
|
(Principal Financial Officer)
|
Date:
|
May 7, 2019
|
/s/ Peter M. Carlino
|
|
|
Name: Peter M. Carlino
|
|
|
Chief Executive Officer
|
Date:
|
May 7, 2019
|
/s/ Steven T. Snyder
|
|
|
Name: Steven T. Snyder
|
|
|
Chief Financial Officer
|
|
/s/ Peter M. Carlino
|
|
Peter M. Carlino
|
|
Chief Executive Officer
|
Date:
|
May 7, 2019
|
|
/s/ Steven T. Snyder
|
|
Steven T. Snyder
|
|
Chief Financial Officer
|
Date:
|
May 7, 2019
|