PART I. FINANCIAL INFORMATION [ITEM 1. FINANCIAL STATEMENTS](index=4&type=section&id=ITEM%201.%20FINANCIAL%20STATEMENTS) This section presents GLPI's unaudited condensed consolidated financial statements for Q1 2020 and 2019, covering balance sheets, income, equity, and cash flows, with notes on operations, policies, and financial instruments [Condensed Consolidated Balance Sheets](index=5&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) GLPI's balance sheets as of March 31, 2020, show increased total assets, driven by higher cash and cash equivalents, alongside a rise in long-term debt | Metric | March 31, 2020 (in thousands) | December 31, 2019 (in thousands) | | :------------------------------------------------------------------------------------------------ | :----------------------------- | :------------------------------- | | Total assets | $8,899,161 | $8,434,298 | | Cash and cash equivalents | $559,545 | $26,823 | | Total liabilities | $6,886,856 | $6,360,053 | | Long-term debt, net | $6,255,714 | $5,737,962 | | Total shareholders' equity | $2,012,305 | $2,074,245 | - Cash and cash equivalents significantly increased from **$26.8 million** at December 31, 2019, to **$559.5 million** at March 31, 2020, reflecting enhanced liquidity[15](index=15&type=chunk) - Long-term debt, net, rose from **$5.7 billion** to **$6.2 billion**, contributing to the increase in total liabilities[15](index=15&type=chunk) [Condensed Consolidated Statements of Income](index=6&type=section&id=Condensed%20Consolidated%20Statements%20of%20Income) Q1 2020 income statements show slightly decreased total revenues but increased net income, driven by lower operating expenses despite significant debt extinguishment losses | Metric | Three Months Ended March 31, 2020 (in thousands) | Three Months Ended March 31, 2019 (in thousands) | | :-------------------------------- | :----------------------------------- | :----------------------------------- | | Total revenues | $283,482 | $287,864 | | Total operating expenses | $97,132 | $117,089 | | Income from operations | $186,350 | $170,775 | | Losses on debt extinguishment | $(17,329) | $0 | | Net income | $96,894 | $93,010 | | Basic earnings per common share | $0.45 | $0.43 | | Diluted earnings per common share | $0.45 | $0.43 | - Net income increased by **$3.9 million (4.2%)** year-over-year, reaching **$96.9 million**, despite a **$4.4 million (1.5%)** decrease in total revenues[16](index=16&type=chunk) - Operating expenses decreased by **$20.0 million (17.1%)** year-over-year, largely due to the absence of a **$13.0 million** loan impairment charge recorded in Q1 2019[16](index=16&type=chunk) [Condensed Consolidated Statements of Changes in Shareholders' Equity](index=7&type=section&id=Condensed%20Consolidated%20Statements%20of%20Changes%20in%20Shareholders%27%20Equity) Shareholders' equity decreased from December 2019 to March 2020, primarily due to dividends paid, partially offset by net income and common stock issuances | Metric | March 31, 2020 (in thousands) | December 31, 2019 (in thousands) | | :----------------------- | :----------------------------- | :------------------------------- | | Total Shareholders' Equity | $2,012,305 | $2,074,245 | | Dividends paid | $(150,796) | N/A | | Net income | $96,894 | N/A | | Common Stock Shares Outstanding | 215,107,229 | 214,694,165 | - Total shareholders' equity decreased by **$61.9 million**, from **$2,074.2 million** at December 31, 2019, to **$2,012.3 million** at March 31, 2020[19](index=19&type=chunk) - Dividends paid amounted to **$150.8 million ($0.70 per common share)** during the three months ended March 31, 2020[19](index=19&type=chunk) [Condensed Consolidated Statements of Cash Flows](index=8&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) Cash flows show a significant net increase in cash for Q1 2020, primarily from financing activities, despite decreased operating cash flow | Metric | Three Months Ended March 31, 2020 (in thousands) | Three Months Ended March 31, 2019 (in thousands) | | :------------------------------------ | :----------------------------------- | :----------------------------------- | | Net cash provided by operating activities | $198,785 | $221,423 | | Net cash used in investing activities | $(646) | $(348) | | Net cash provided by (used in) financing activities | $334,583 | $(216,524) | | Net increase in cash and cash equivalents | $532,722 | $4,551 | | Cash and cash equivalents at end of period | $559,545 | $30,334 | - Net cash provided by operating activities decreased by **$22.6 million (10.2%)** year-over-year[22](index=22&type=chunk) - Financing activities shifted from using **$216.5 million** cash in Q1 2019 to providing **$334.6 million** cash in Q1 2020, largely due to increased long-term debt proceeds[22](index=22&type=chunk) [Notes to the Condensed Consolidated Financial Statements](index=9&type=section&id=Notes%20to%20the%20Condensed%20Consolidated%20Financial%20Statements) This section details GLPI's financial statements, covering its REIT business, accounting policies, real estate, debt, leases, revenue, EPS, stock compensation, and COVID-19 impacts [1. Business and Operations](index=9&type=section&id=1.%20Business%20and%20Operations) GLPI operates as a self-administered REIT, leasing real estate to gaming operators, with 44 facilities across 16 states, all 100% occupied, but temporarily closed in mid-March due to COVID-19 - GLPI's primary business is acquiring, financing, and owning real estate property to be leased to gaming operators in triple-net lease arrangements[29](index=29&type=chunk) - As of March 31, 2020, GLPI's portfolio consisted of interests in **44 gaming and related facilities**, geographically diversified across **16 states**, and **100% occupied**[29](index=29&type=chunk) - All of the Company's tenants' casino operations and its two TRS Properties were temporarily closed in mid-March 2020 due to the COVID-19 pandemic, with uncertain reopening dates[30](index=30&type=chunk) [2. Basis of Presentation](index=10&type=section&id=2.%20Basis%20of%20Presentation) The unaudited condensed consolidated financial statements are prepared under U.S. GAAP for interim information, reflecting estimates and assumptions, with Q1 2020 results not indicative of the full year due to COVID-19 uncertainty - Financial statements are prepared in accordance with U.S. GAAP for interim information, requiring management estimates and assumptions[31](index=31&type=chunk)[32](index=32&type=chunk) - Operating results for the three months ended March 31, 2020, are not necessarily indicative of the full year due to the uncertainty related to the COVID-19 outbreak[33](index=33&type=chunk) [3. New Accounting Pronouncements](index=10&type=section&id=3.%20New%20Accounting%20Pronouncements) GLPI adopted ASU 2018-15 and ASU 2016-13 in Q1 2020 with immaterial impact, and is evaluating ASU 2020-04 regarding LIBOR phase-out - Adoption of ASU 2018-15 (Internal Use Software) and ASU 2016-13 (Credit Losses) in Q1 2020 had an **immaterial impact** on financial statements[36](index=36&type=chunk)[37](index=37&type=chunk) - The Company is evaluating ASU 2020-04 (Reference Rate Reform) regarding the expected discontinuation of LIBOR and its potential impact on financial statements[38](index=38&type=chunk) [4. Real Estate Investments](index=11&type=section&id=4.%20Real%20Estate%20Investments) Real estate investments, net, slightly decreased to $7.05 billion at March 31, 2020, from $7.10 billion at December 31, 2019, primarily due to accumulated depreciation | Metric | March 31, 2020 (in thousands) | December 31, 2019 (in thousands) | | :-------------------------- | :----------------------------- | :------------------------------- | | Total real estate investments | $8,301,496 | $8,301,496 | | Less accumulated depreciation | $(1,255,220) | $(1,200,941) | | Real estate investments, net | $7,046,276 | $7,100,555 | - Real estate investments, net, decreased by **$54.3 million**, primarily due to an increase in accumulated depreciation[39](index=39&type=chunk) [5. Property and Equipment Used in Operations](index=11&type=section&id=5.%20Property%20and%20Equipment%20Used%20in%20Operations) Property and equipment used in operations, net, decreased to $92.4 million at March 31, 2020, from $94.1 million at December 31, 2019, mainly due to accumulated depreciation | Metric | March 31, 2020 (in thousands) | December 31, 2019 (in thousands) | | :-------------------------- | :----------------------------- | :------------------------------- | | Total property and equipment | $266,928 | $266,282 | | Less accumulated depreciation | $(174,485) | $(172,202) | | Property and equipment, net | $92,443 | $94,080 | - Property and equipment, net, decreased by **$1.6 million**, primarily due to accumulated depreciation[40](index=40&type=chunk) [6. Receivables](index=13&type=section&id=6.%20Receivables) GLPI holds a $246.0 million unsecured Eldorado Loan and a $57.7 million secured Belterra Park Loan, while the $13.0 million Casino Queen Loan was fully written off in Q1 2019, with Casino Queen in lease default as of March 31, 2020 - GLPI has a **$246.0 million** unsecured Eldorado Loan (9.27% interest) and a **$57.7 million** secured Belterra Park Loan (11.20% interest) as of March 31, 2020[42](index=42&type=chunk)[43](index=43&type=chunk) - The **$13.0 million** Casino Queen Loan was fully written off in Q1 2019 due to the borrower's declining operating results and expected inability to repay, resulting in an impairment charge[47](index=47&type=chunk)[79](index=79&type=chunk) - As of March 31, 2020, Casino Queen was in violation of its lease's rent coverage ratio, though all lease payments remained current[48](index=48&type=chunk) [7. Lease Assets and Lease Liabilities](index=14&type=section&id=7.%20Lease%20Assets%20and%20Lease%20Liabilities) GLPI recognizes right-of-use assets and lease liabilities for operating leases, primarily ground leases, with a weighted average remaining lease term of 53.40 years and a discount rate of 6.7%, resulting in a total lease cost of $8.4 million for Q1 2020 | Metric | March 31, 2020 (in thousands) | | :-------------------------------- | :----------------------------- | | Right-of-use assets - operating leases | $183,376 | | Land rights, net | $651,651 | | Right-of-use assets and land rights, net | $835,027 | | Present value of lease liabilities | $183,298 | | Lease Expense Component | Three Months Ended March 31, 2020 (in thousands) | Three Months Ended March 31, 2019 (in thousands) | | :------------------------ | :----------------------------------- | :----------------------------------- | | Operating lease cost | $3,695 | $3,893 | | Variable lease cost | $1,462 | $2,436 | | Short-term lease cost | $227 | $238 | | Amortization of land right assets | $3,020 | $3,090 | | Total lease cost | $8,404 | $9,657 | - Weighted average remaining lease term for operating leases is **53.40 years**, with a weighted average discount rate of **6.7%**[59](index=59&type=chunk) [8. Long-term Debt](index=18&type=section&id=8.%20Long-term%20Debt) GLPI's total long-term debt, net, increased to $6.26 billion at March 31, 2020, primarily due to fully drawing its $1.175 billion revolving credit facility to enhance liquidity and repay senior unsecured notes, incurring a $17.3 million loss on debt extinguishment | Metric | March 31, 2020 (in thousands) | December 31, 2019 (in thousands) | | :------------------------------------------------------------------------------------------------ | :----------------------------- | :------------------------------- | | Unsecured $1,175 million revolver | $1,174,600 | $46,000 | | Total long-term debt, net | $6,255,714 | $5,737,962 | - GLPI fully drew down its **$1.175 billion** revolving credit facility in Q1 2020, increasing borrowings from **$46.0 million** to **$1,174.6 million**, to boost liquidity and repay senior unsecured notes[63](index=63&type=chunk)[177](index=177&type=chunk) - The Company redeemed **$215.2 million** of 4.875% notes due November 2020 and **$400 million** of 4.375% notes due April 2021, incurring a **$17.3 million** loss on early debt extinguishment[66](index=66&type=chunk)[167](index=167&type=chunk) [9. Fair Value of Financial Assets and Liabilities](index=20&type=section&id=9.%20Fair%20Value%20of%20Financial%20Assets%20and%20Liabilities) GLPI's financial instruments are valued using a fair value hierarchy, with cash, deferred compensation, and real estate loans at carrying value, and long-term debt based on quoted market prices, noting a $13.0 million loan impairment charge in Q1 2019 | Financial Instrument | March 31, 2020 Carrying Amount (in thousands) | March 31, 2020 Fair Value (in thousands) | | :-------------------------- | :----------------------------------- | :----------------------------------- | | Cash and cash equivalents | $559,545 | $559,545 | | Real estate loans | $303,684 | $303,684 | | Senior unsecured credit facility | $1,623,600 | $1,605,640 | | Senior unsecured notes | $4,675,000 | $4,052,813 | - The fair value of senior unsecured notes (**$4.05 billion**) was lower than their carrying amount (**$4.68 billion**) at March 31, 2020[76](index=76&type=chunk) - A **$13.0 million** loan impairment charge was recorded in Q1 2019 for the Casino Queen Loan, which was measured at fair value on a nonrecurring basis (Level 3)[78](index=78&type=chunk)[79](index=79&type=chunk) [10. Commitments and Contingencies](index=21&type=section&id=10.%20Commitments%20and%20Contingencies) GLPI is involved in various legal and administrative proceedings, but management does not anticipate a material adverse effect on its financial position or results of operations, maintaining adequate insurance coverage - GLPI is subject to various legal and administrative proceedings but does not believe the final outcome will have a material adverse effect on its financial position or results of operations[80](index=80&type=chunk) - The Company maintains adequate insurance coverage to mitigate risks from such proceedings[80](index=80&type=chunk) [11. Revenue Recognition](index=22&type=section&id=11.%20Revenue%20Recognition) GLPI's revenue primarily stems from triple-net master leases with Penn, Eldorado, and Boyd, and single-property leases, featuring fixed and performance-based percentage rent components, with tenants responsible for executory costs and initial terms of 10-15 years - GLPI's rental income is derived from triple-net master leases with Penn, Eldorado, and Boyd, and single-property leases with Penn (Meadows) and Casino Queen[81](index=81&type=chunk) - Lease structures include fixed rent (often with annual escalators) and performance-based percentage rent, which resets periodically based on facility net revenues[83](index=83&type=chunk)[84](index=84&type=chunk)[85](index=85&type=chunk)[86](index=86&type=chunk)[87](index=87&type=chunk)[88](index=88&type=chunk) | Revenue Component | Three Months Ended March 31, 2020 (in thousands) | | :-------------------- | :----------------------------- | | Building base rent | $167,325 | | Land base rent | $47,592 | | Percentage rent | $38,566 | | Total cash rental income | $253,483 | | Total rental income | $249,407 | | Interest income from real estate loans | $7,316 | | Total income from real estate | $256,723 | [12. Earnings Per Share](index=24&type=section&id=12.%20Earnings%20Per%20Share) Basic and diluted EPS for Q1 2020 increased to $0.45 from $0.43 in Q1 2019, reflecting higher net income and a slight increase in weighted-average common shares outstanding | Metric | Three Months Ended March 31, 2020 | Three Months Ended March 31, 2019 | | :------------------------------------ | :-------------------------------- | :-------------------------------- | | Net income attributable to common shareholders | $96,750 (in thousands) | $92,852 (in thousands) | | Weighted-average common shares outstanding | 215,090 (in thousands) | 214,626 (in thousands) | | Basic EPS | $0.45 | $0.43 | | Diluted weighted-average common shares outstanding | 215,449 (in thousands) | 215,288 (in thousands) | | Diluted EPS | $0.45 | $0.43 | - Basic and diluted EPS increased by **$0.02** year-over-year[102](index=102&type=chunk) [14. Stock-Based Compensation](index=25&type=section&id=14.%20Stock-Based%20Compensation) GLPI recognized $1.8 million in compensation expense for time-based restricted stock and $2.4 million for performance-based restricted stock in Q1 2020, with total unrecognized costs of $10.8 million and $18.1 million, respectively | Metric | Three Months Ended March 31, 2020 (in thousands) | Three Months Ended March 31, 2019 (in thousands) | | :------------------------------------ | :----------------------------------- | :----------------------------------- | | Compensation expense (restricted stock) | $1,800 | $2,000 | | Compensation expense (performance-based) | $2,400 | $2,300 | - As of March 31, 2020, total unrecognized compensation cost for restricted stock awards was **$10.8 million** (2.06 years remaining vesting period) and **$18.1 million** for performance-based restricted stock awards (2.23 years remaining vesting period)[104](index=104&type=chunk)[106](index=106&type=chunk) [13. Shareholders' Equity](index=26&type=section&id=13.%20Shareholders%27%20Equity) GLPI sold 7,971 common shares under its ATM Program in Q1 2020, generating $0.3 million net proceeds, with $599.6 million remaining, and declared a Q1 2020 dividend of $0.70 per common share, totaling $150.6 million - GLPI sold **7,971 common shares** under its ATM Program in Q1 2020 at an average price of **$45.90**, generating **$0.3 million** in net proceeds[111](index=111&type=chunk) - As of March 31, 2020, **$599.6 million** remained available for issuance under the ATM Program[111](index=111&type=chunk) | Dividend | Q1 2020 (in thousands) | Q1 2019 (in thousands) | | :---------------- | :--------------------- | :--------------------- | | Common Stock Dividend | $150,574 | $145,954 | | Per Share | $0.70 | $0.68 | [15. Segment Information](index=27&type=section&id=15.%20Segment%20Information) GLPI operates two segments: GLP Capital (leased real property) and TRS Properties, with GLP Capital's net income increasing to $96.5 million in Q1 2020, while TRS Properties' net income declined to $0.4 million due to COVID-19 closures - GLPI has two reportable segments: GLP Capital (leased real property) and TRS Properties (Hollywood Casino Perryville and Hollywood Casino Baton Rouge)[114](index=114&type=chunk) | Segment | Net Income Q1 2020 (in thousands) | Net Income Q1 2019 (in thousands) | | :-------------- | :-------------------------------- | :-------------------------------- | | GLP Capital | $96,521 | $90,763 | | TRS Properties | $373 | $2,247 | | Total | $96,894 | $93,010 | - TRS Properties' net income declined significantly due to COVID-19 related closures in mid-March 2020[150](index=150&type=chunk) [16. Supplemental Disclosures of Cash Flow Information and Noncash Activities](index=27&type=section&id=16.%20Supplemental%20Disclosures%20of%20Cash%20Flow%20Information%20and%20Noncash%20Activities) Cash paid for interest significantly increased to $52.3 million in Q1 2020 from $20.9 million in Q1 2019, and GLPI recorded $203 million in right-of-use assets and related lease liabilities in Q1 2019 upon adopting ASU 2016-02 | Metric | Three Months Ended March 31, 2020 (in thousands) | Three Months Ended March 31, 2019 (in thousands) | | :-------------------- | :----------------------------------- | :----------------------------------- | | Cash paid for interest | $52,339 | $20,850 | - Cash paid for interest increased by **$31.5 million** year-over-year[117](index=117&type=chunk) - In Q1 2019, GLPI recorded **$203 million** in right-of-use assets and related lease liabilities as a noncash activity due to the adoption of ASU 2016-02[118](index=118&type=chunk) [17. Subsequent Events](index=28&type=section&id=17.%20Subsequent%20Events) Subsequent to March 31, 2020, GLPI acquired Tropicana Las Vegas for $307.5 million in rent credits, is negotiating a deferred rent agreement with Casino Queen, and declared a Q2 2020 dividend of $0.60 per share, payable as $0.12 cash and $0.48 stock, reflecting COVID-19 impacts - On April 16, 2020, GLPI acquired Tropicana Las Vegas from Penn in exchange for **$307.5 million** in rent credits, with Penn continuing to operate it under a nominal rent lease until sold[119](index=119&type=chunk) - GLPI is negotiating a deferred rent agreement with Casino Queen, the only tenant from whom cash rents were not collected in April 2020[120](index=120&type=chunk) - The Board declared a Q2 2020 dividend of **$0.60 per share** (**$0.12 cash, $0.48 stock**), reflecting COVID-19 impacts and anticipating continued tenant payment fulfillment[121](index=121&type=chunk)[189](index=189&type=chunk) [ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS](index=29&type=section&id=ITEM%202.%20MANAGEMENT%27S%20DISCUSSION%20AND%20ANALYSIS%20OF%20FINANCIAL%20CONDITION%20AND%20RESULTS%20OF%20OPERATIONS) This section provides management's perspective on GLPI's financial condition and results for Q1 2020, discussing its business model, COVID-19 impacts, financial highlights, critical accounting estimates, and detailed analysis of revenues, expenses, and liquidity [Our Operations](index=29&type=section&id=Our%20Operations) GLPI, a REIT spun off from Penn National Gaming, Inc., primarily acquires and leases real estate to gaming operators under triple-net arrangements, with 44 facilities across 16 states, 100% occupied, and revenue mainly from master leases and two TRS Properties - GLPI's primary business is acquiring, financing, and owning real estate property to be leased to gaming operators in triple-net lease arrangements[126](index=126&type=chunk) - As of March 31, 2020, GLPI's portfolio consisted of interests in **44 gaming and related facilities**, **100% occupied**, across **16 states**[126](index=126&type=chunk) - The majority of GLPI's earnings come from rental revenues from triple-net master leases with Penn, Boyd, and Eldorado, with tenants responsible for executory costs[127](index=127&type=chunk) [Recent Developments](index=30&type=section&id=Recent%20Developments) The COVID-19 pandemic significantly impacted GLPI, leading to temporary casino closures, prompting the acquisition of Tropicana Las Vegas for rent credits, an option for Penn to purchase Hollywood Casino Perryville, a full draw of its revolving credit facility, and amended credit facility covenants - All casino operations of GLPI's tenants and its own TRS Properties were temporarily closed in mid-March 2020 due to COVID-19, with uncertain reopening timelines and recovery extent[131](index=131&type=chunk) - GLPI acquired Tropicana Las Vegas from Penn for **$307.5 million** in rent credits, to be applied to rent obligations for several months in 2020[131](index=131&type=chunk) - GLPI fully drew down its **$530 million** revolving credit facility in March 2020 to strengthen liquidity and repaid certain near-term senior unsecured notes[133](index=133&type=chunk) [Executive Summary](index=32&type=section&id=Executive%20Summary) GLPI reported total revenues of $283.5 million and net income of $96.9 million for Q1 2020, with increased net income driven by lower operating expenses and interest expense, partially offset by debt extinguishment charges and decreased TRS Properties revenue due to COVID-19 closures | Metric | Three Months Ended March 31, 2020 (in millions) | Three Months Ended March 31, 2019 (in millions) | | :----------------------- | :------------------------------------ | :------------------------------------ | | Total revenues | $283.5 | $287.9 | | Income from operations | $186.4 | $170.8 | | Net income | $96.9 | $93.0 | - Total operating expenses decreased by **$20.0 million**, primarily due to a **$13.0 million** loan impairment charge in Q1 2019 not recurring in Q1 2020 and lower TRS expenses due to COVID-19 closures[136](index=136&type=chunk) - Other income and expenses increased by **$12.5 million** due to **$17.3 million** in debt extinguishment charges in Q1 2020, partially offset by lower interest expense from refinancing activities[136](index=136&type=chunk) [Results of Operations](index=33&type=section&id=Results%20of%20Operations) GLPI's Q1 2020 results show a slight revenue decline but increased net income due to reduced operating expenses, though COVID-19 is expected to negatively impact future rent escalations and variable rent resets, with non-GAAP measures increasing for GLP Capital but declining for TRS Properties | Metric | Three Months Ended March 31, 2020 (in thousands) | Three Months Ended March 31, 2019 (in thousands) | | :----------------------- | :----------------------------------- | :----------------------------------- | | Total revenues | $283,482 | $287,864 | | Total operating expenses | $97,132 | $117,089 | | Net income | $96,894 | $93,010 | - COVID-19 is expected to prevent rent escalations in 2020 and negatively impact variable rent resets for Boyd, Amended Pinnacle, Eldorado, and Meadows leases[139](index=139&type=chunk) - The variable rent resets for the Boyd Master Lease and Amended Pinnacle Master Lease are expected to result in approximately **$1.5 million** and **$5.0 million** annual reductions, respectively, for the subsequent two-year period[139](index=139&type=chunk) [FFO, AFFO and Adjusted EBITDA](index=34&type=section&id=FFO%2C%20AFFO%20and%20Adjusted%20EBITDA) GLPI's non-GAAP financial measures (FFO, AFFO, Adjusted EBITDA) increased overall in Q1 2020, driven by the GLP Capital segment's higher income and lower operating expenses, while the TRS Properties segment saw declines due to COVID-19 related closures | Metric | Three Months Ended March 31, 2020 (in thousands) | Three Months Ended March 31, 2019 (in thousands) | | :-------------------------- | :----------------------------------- | :----------------------------------- | | Funds from operations (FFO) | $151,174 | $148,692 | | Adjusted funds from operations (AFFO) | $188,810 | $183,015 | | Adjusted EBITDA | $258,813 | $258,419 | | Segment (Q1 2020) | FFO (in thousands) | AFFO (in thousands) | Adjusted EBITDA (in thousands) | | :------------------ | :----------------- | :------------------ | :----------------------------- | | GLP Capital | $150,800 | $187,207 | $253,859 | | TRS Properties | $374 | $1,603 | $4,954 | - Net income, FFO, AFFO, and Adjusted EBITDA for the TRS Properties segment declined due to the impact of COVID-19, which forced both properties to close in mid-March 2020[150](index=150&type=chunk) [Revenues](index=39&type=section&id=Revenues) Total revenues decreased by 1.5% to $283.5 million in Q1 2020, with total income from real estate increasing by 0.7% due to rent escalations, while gaming, food, beverage, and other revenue from TRS Properties decreased by 18.9% due to COVID-19 closures | Revenue Category | Three Months Ended March 31, 2020 (in thousands) | Three Months Ended March 31, 2019 (in thousands) | Variance (in thousands) | Percentage Variance | | :-------------------------------- | :----------------------------------- | :----------------------------------- | :---------------------- | :------------------ | | Rental income | $249,407 | $247,678 | $1,729 | 0.7% | | Interest income from real estate loans | $7,316 | $7,193 | $123 | N/A | | Total income from real estate | $256,723 | $254,871 | $1,852 | 0.7% | | Gaming, food, beverage and other | $26,759 | $32,993 | $(6,234) | (18.9)% | | Total revenues | $283,482 | $287,864 | $(4,382) | (1.5)% | - Total income from real estate increased by **$1.9 million, or 0.7%**, primarily due to rent escalations, partially offset by lower ground lease gross-ups[154](index=154&type=chunk) - Gaming, food, beverage and other revenue for TRS Properties decreased by **$6.2 million, or 18.9%**, due to COVID-19 related closures in mid-March 2020[156](index=156&type=chunk) [Operating expenses](index=40&type=section&id=Operating%20expenses) Total operating expenses decreased by 17.0% to $97.1 million in Q1 2020, primarily due to the absence of a $13.0 million loan impairment charge from Q1 2019, reduced gaming, food, beverage, and other expenses at TRS Properties due to COVID-19 closures, and lower general and administrative expenses | Expense Category | Three Months Ended March 31, 2020 (in thousands) | Three Months Ended March 31, 2019 (in thousands) | Variance (in thousands) | Percentage Variance | | :-------------------------- | :----------------------------------- | :----------------------------------- | :---------------------- | :------------------ | | Gaming, food, beverage and other | $16,503 | $19,022 | $(2,519) | (13.2)% | | Land rights and ground lease expense | $8,078 | $9,249 | $(1,171) | (12.7)% | | General and administrative | $15,988 | $17,240 | $(1,252) | (7.3)% | | Depreciation | $56,563 | $58,578 | $(2,015) | (3.4)% | | Loan impairment charges | $0 | $13,000 | $(13,000) | N/A | | Total operating expenses | $97,132 | $117,089 | $(19,957) | (17.0)% | - The **$13.0 million** loan impairment charge related to the Casino Queen Loan in Q1 2019 did not recur in Q1 2020, significantly contributing to the decrease in operating expenses[163](index=163&type=chunk)[164](index=164&type=chunk) - Gaming, food, beverage and other expenses decreased by **$2.5 million (13.2%)** due to the closure of TRS Properties in mid-March 2020[158](index=158&type=chunk) [Other income (expenses)](index=42&type=section&id=Other%20income%20%28expenses%29) Total other expenses increased by 16.3% to $89.1 million in Q1 2020, primarily driven by $17.3 million in losses on debt extinguishment from early redemption of senior unsecured notes, partially offset by a $4.7 million decrease in interest expense due to refinancing activities | Expense Category | Three Months Ended March 31, 2020 (in thousands) | Three Months Ended March 31, 2019 (in thousands) | Variance (in thousands) | Percentage Variance | | :-------------------------- | :----------------------------------- | :----------------------------------- | :---------------------- | :------------------ | | Interest expense | $(72,004) | $(76,728) | $4,724 | (6.2)% | | Interest income | $196 | $89 | $107 | 120.2% | | Losses on debt extinguishment | $(17,329) | $0 | $(17,329) | N/A | | Total other expenses | $(89,137) | $(76,639) | $(12,498) | 16.3% | - Losses on debt extinguishment of **$17.3 million** were recorded in Q1 2020 due to the redemption of **$215.2 million** of 4.875% senior unsecured notes due November 2020 and **$400 million** of 4.375% senior unsecured notes due April 2021[167](index=167&type=chunk) - Interest expense decreased by **$4.7 million (6.2%)** due to the issuance of lower-cost senior unsecured notes and increased borrowings under the revolving credit facility to repay higher-cost debt[166](index=166&type=chunk) [Taxes](index=42&type=section&id=Taxes) Income tax expense decreased to $0.3 million in Q1 2020 from $1.1 million in Q1 2019, resulting in a lower effective tax rate of 0.3% | Metric | Three Months Ended March 31, 2020 (in thousands) | Three Months Ended March 31, 2019 (in thousands) | | :---------------- | :----------------------------------- | :----------------------------------- | | Income tax expense | $319 | $1,126 | | Effective tax rate | 0.3% | 1.2% | - Income tax expense decreased by **$0.8 million** year-over-year[168](index=168&type=chunk) [Liquidity and Capital Resources](index=42&type=section&id=Liquidity%20and%20Capital%20Resources) GLPI's liquidity primarily stems from operating cash flow, bank borrowings, and debt/equity issuances, with operating cash flow decreasing in Q1 2020 but financing activities providing significant cash due to increased debt issuance for liquidity and debt repayment, while maintaining compliance with debt covenants and monitoring the LIBOR transition - Primary liquidity sources are cash flow from operations, bank borrowings, and proceeds from debt and equity securities[169](index=169&type=chunk) | Cash Flow Activity | Three Months Ended March 31, 2020 (in millions) | Three Months Ended March 31, 2019 (in millions) | | :------------------------------------ | :------------------------------------ | :------------------------------------ | | Net cash provided by operating activities | $198.8 | $221.4 | | Net cash provided by (used in) financing activities | $334.6 | $(216.5) | - The decrease in operating cash flow was due to higher interest payments and lower cash receipts from customers, partially offset by lower operating expenses[170](index=170&type=chunk) [Capital Expenditures](index=44&type=section&id=Capital%20Expenditures) Capital maintenance expenditures for TRS Properties were $0.6 million in Q1 2020, primarily for slot machines, with tenants responsible for capital maintenance at leased properties under triple-net leases | Capital Expenditure Type | Three Months Ended March 31, 2020 (in millions) | Three Months Ended March 31, 2019 (in millions) | | :------------------------- | :------------------------------------ | :------------------------------------ | | Capital maintenance expenditures | $0.6 | $0.5 | - Capital maintenance expenditures for TRS Properties primarily focused on slot machines and equipment[175](index=175&type=chunk) - Tenants are responsible for capital maintenance expenditures at leased properties under the triple-net lease structure[175](index=175&type=chunk) [Debt](index=44&type=section&id=Debt) GLPI's senior unsecured credit facility had a gross outstanding balance of $1.624 billion at March 31, 2020, with the $1.175 billion revolving credit facility fully drawn, and the company redeemed $615.2 million of senior unsecured notes in Q1 2020, incurring a $17.3 million loss on extinguishment, but remained in compliance with all debt covenants - The senior unsecured credit facility had a gross outstanding balance of **$1.624 billion** at March 31, 2020, with the **$1.175 billion** revolving credit facility fully drawn[177](index=177&type=chunk) - GLPI redeemed **$215.2 million** of 4.875% notes due November 2020 and **$400 million** of 4.375% notes due April 2021 in Q1 2020, resulting in a **$17.3 million** loss on early extinguishment[182](index=182&type=chunk) - As of March 31, 2020, GLPI was in compliance with all financial covenants under its Credit Facility and Senior Notes, and an amendment was secured to allow non-cash rent for covenant purposes[181](index=181&type=chunk)[184](index=184&type=chunk) [Distribution Requirements](index=47&type=section&id=Distribution%20Requirements) As a REIT, GLPI must annually distribute at least 90% of its taxable income to avoid corporate income tax, with the Q2 2020 dividend declared at $0.60 per share, 20% cash and 80% common stock, reflecting COVID-19 impacts and non-cash rents - GLPI must distribute at least **90%** of its REIT taxable income annually to maintain REIT status and avoid federal corporate income tax[188](index=188&type=chunk) - The Q2 2020 dividend was declared at **$0.60 per share**, consisting of **$0.12 cash** and **$0.48 common stock**, reflecting COVID-19 impacts and anticipated non-cash rents[189](index=189&type=chunk) [LIBOR Transition](index=47&type=section&id=LIBOR%20Transition) GLPI's variable interest rate exposure is limited to its revolving credit facility and Term Loan A-1, both indexed to LIBOR, which is expected to be phased out by late 2021, with the company anticipating renegotiating its revolving credit facility and not expecting a significant impact on overall operations from the transition to a new reference rate like SOFR - GLPI's variable interest rate exposure is limited to its revolving credit facility and Term Loan A-1, both indexed to LIBOR[190](index=190&type=chunk) - LIBOR is expected to be phased out by late 2021, potentially transitioning to the Secured Overnight Financing Rate (SOFR)[190](index=190&type=chunk)[191](index=191&type=chunk) - GLPI expects to renegotiate its revolving credit facility and does not anticipate a significant impact on overall operations from the reference rate transition[191](index=191&type=chunk) [ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK](index=48&type=section&id=ITEM%203.%20QUANTITATIVE%20AND%20QUALITATIVE%20DISCLOSURES%20ABOUT%20MARKET%20RISK) GLPI's primary market risk is interest rate risk, with $6.3 billion in indebtedness at March 31, 2020, of which $4.68 billion is fixed-rate, and rising interest rates could increase financing costs and limit refinancing ability, though the company may use interest rate swap agreements, subject to REIT limitations - GLPI's primary market risk exposure is interest rate risk, with total indebtedness of **$6,299.6 million** at March 31, 2020[193](index=193&type=chunk) - **$4,675.0 million** of GLPI's obligations at March 31, 2020, are fixed-rate Senior Notes with maturities ranging from 3.5 to 10 years[193](index=193&type=chunk) | Debt Type | Total (in thousands) | Fair Value at 3/31/2020 (in thousands) | | :---------- | :------------------- | :----------------------------------- | | Fixed rate | $4,675,000 | $4,052,813 | | Variable rate | $1,623,600 | $1,605,640 | [ITEM 4. CONTROLS AND PROCEDURES](index=49&type=section&id=ITEM%204.%20CONTROLS%20AND%20PROCEDURES) GLPI's management concluded that the company's disclosure controls and procedures were effective as of March 31, 2020, with new controls implemented to evaluate loans and assess the impact of ASU 2016-13 [Evaluation of Controls and Procedures](index=49&type=section&id=Evaluation%20of%20Controls%20and%20Procedures) GLPI's management, including its principal executive and financial officers, evaluated the effectiveness of the company's disclosure controls and procedures as of March 31, 2020, concluding they were effective - GLPI's disclosure controls and procedures were evaluated and deemed **effective** as of March 31, 2020[197](index=197&type=chunk) [Changes in Internal Control over Financial Reporting](index=49&type=section&id=Changes%20in%20Internal%20Control%20over%20Financial%20Reporting) GLPI implemented new controls to ensure adequate evaluation of loans and proper assessment of ASU 2016-13's impact on financial statements for its Q1 2020 adoption - New controls were implemented to evaluate loans and assess the impact of ASU 2016-13 on financial statements for its Q1 2020 adoption[198](index=198&type=chunk) PART II. OTHER INFORMATION [ITEM 1. LEGAL PROCEEDINGS](index=50&type=section&id=ITEM%201.%20LEGAL%20PROCEEDINGS) Information regarding legal proceedings is incorporated by reference from Note 10: Commitments and Contingencies in Part I of this report, indicating no material adverse effect is anticipated - Information on legal proceedings is incorporated by reference from Note 10: Commitments and Contingencies[200](index=200&type=chunk) [ITEM 1A. RISK FACTORS](index=50&type=section&id=ITEM%201A.%20RISK%20FACTORS) GLPI's risk factors are detailed in its Annual Report, with material changes primarily related to the significant impact of the COVID-19 pandemic on tenant operations and the uncertainty surrounding the realization of value for the Tropicana Las Vegas real property assets - COVID-19 has had, and is expected to continue to have, a **significant impact** on GLPI's tenants' financial conditions and operations, potentially affecting rent obligations[202](index=202&type=chunk)[203](index=203&type=chunk) - The ability to realize significant value for the real property assets of Tropicana Las Vegas, acquired for **$307.5 million** in rent credits, is uncertain due to current economic conditions[204](index=204&type=chunk) [ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS](index=50&type=section&id=ITEM%202.%20UNREGISTERED%20SALES%20OF%20EQUITY%20SECURITIES%20AND%20USE%20OF%20PROCEEDS) The Company did not repurchase any shares of common stock or sell any unregistered securities during the three months ended March 31, 2020 - The Company did not repurchase any common stock or sell unregistered securities during Q1 2020[205](index=205&type=chunk) [ITEM 3. DEFAULTS UPON SENIOR SECURITIES](index=50&type=section&id=ITEM%203.%20DEFAULTS%20UPON%20SENIOR%20SECURITIES) There were no defaults upon senior securities during the period - No defaults upon senior securities occurred[206](index=206&type=chunk) [ITEM 4. MINE SAFETY DISCLOSURES](index=50&type=section&id=ITEM%204.%20MINE%20SAFETY%20DISCLOSURES) This item is not applicable to GLPI - Mine safety disclosures are not applicable to the Company[206](index=206&type=chunk) [ITEM 5. OTHER INFORMATION](index=50&type=section&id=ITEM%205.%20OTHER%20INFORMATION) No other information is reported under this item - No other information is reported under this item[207](index=207&type=chunk) [ITEM 6. EXHIBITS](index=51&type=section&id=ITEM%206.%20EXHIBITS) This section lists the exhibits filed with the Form 10-Q, including amendments to the Credit Agreement, subsidiary issuer lists, CEO/CFO certifications, and financial information formatted in Inline XBRL - Exhibits include Amendment No. 5 to the Credit Agreement, lists of subsidiary issuers, CEO/CFO certifications, and financial information in Inline XBRL format[208](index=208&type=chunk) SIGNATURE The report is duly signed on behalf of Gaming and Leisure Properties, Inc. by Steven T. Snyder, Chief Financial Officer, on May 1, 2020 - The report was signed by Steven T. Snyder, Chief Financial Officer, on May 1, 2020[212](index=212&type=chunk)

Financial Data and Key Metrics Changes - The company modestly exceeded its revenue and adjusted EBITDA guidance for the quarter, with AFFO exceeding guidance by nearly 1% [18] - For the full year, the company also modestly exceeded the high-end of its AFFO guidance, despite facing headwinds from not realizing the full escalator from the amended Pinnacle master lease [19] - The company closed the quarter with gross leverage of 5.5x trailing 12 months EBITDA and net leverage of 5.49x [30] Business Line Data and Key Metrics Changes - The company celebrated the anniversary of lease relationships with both Boyd and Eldorado resorts, which have been mutually beneficial [20] - The company received approval to move the Belterra Park facility into its owned real estate category, highlighting cooperation with Boyd [21] - The TRS (Taxable REIT Subsidiary) outperformed during the quarter, exceeding guidance by nearly $800,000 [29] Market Data and Key Metrics Changes - The company noted significant year-over-year improvements in revenue reports from the Illinois Gaming Commission, indicating a positive trend in the market [28] - The company continues to monitor the performance of Casino Queen, which has been below its default coverage ratio, but is showing signs of improvement [27] Company Strategy and Development Direction - The company aims to generate safe, attractive, and accretive transactions while maintaining a disciplined approach to acquisitions [11][12] - The management emphasized the importance of outreach to shareholders and the need to communicate the value of regional gaming properties [10][11] - The company remains focused on maintaining its investment-grade rating while improving its debt profile [12] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in the stability of regional gaming revenues compared to Las Vegas strip revenues, suggesting a more resilient business model [10] - The management team is optimistic about the future, with plans to continue refining outreach and enhancing shareholder value [11][14] - Management acknowledged the potential impact of sports betting and online gambling on the business, noting positive effects on physical facilities where sports betting is legalized [67] Other Important Information - The company declared a first-quarter 2020 dividend of $0.70 per share, payable on March 20 [17] - The company is actively looking for opportunities to improve its capital structure and reduce interest expenses through early redemption of notes [31][32] Q&A Session Summary Question: How would the company think about funding a sizeable acquisition? - The company has leverage guidelines and is comfortable with leverage levels between 5 to 5.5, potentially stretching to 6 for the right transaction [37] Question: Have there been discussions regarding a potential merger with Landon buildings? - Management sees no particular advantage to a transaction with VG and believes their performance speaks for itself [39][40] Question: Can the company discuss its acquisition pipeline? - The company maintains strong relationships with leading regional gaming operators and is open to exploring opportunities as they arise [47] Question: Are recent high multiples in transactions raising seller expectations? - Management does not see a significant impact from recent high-profile transactions on their own acquisition strategy [74][75] Question: Is the company considering international opportunities? - The company is open to exploring international opportunities as long as they can accretively deploy capital [92]

PART I [Business](index=5&type=section&id=ITEM%201.%20BUSINESS) GLPI is a self-administered REIT primarily acquiring and leasing real estate to gaming operators under triple-net arrangements - GLPI is a self-administered Pennsylvania REIT formed from the **2013 tax-free spin-off** of Penn National Gaming's real estate assets[20](index=20&type=chunk) - The company's primary business involves acquiring, financing, and owning real estate leased to gaming operators under **triple-net arrangements**, where tenants cover all property expenses[26](index=26&type=chunk) Property Portfolio Summary (as of Dec 31, 2019) | Metric | Value | | :--- | :--- | | Total Properties | 44 gaming and related facilities | | Geographic Diversification | 16 states | | Total Square Footage | ~22.1 million sq. ft. | | Occupancy Rate | 100% | - GLPI operates two segments: GLP Capital, holding leased real property, and TRS Properties, comprising Hollywood Casino Perryville and Hollywood Casino Baton Rouge[90](index=90&type=chunk) [Property Portfolio](index=8&type=section&id=ITEM%201.%20BUSINESS%23Property%20Portfolio) As of December 31, 2019, GLPI's portfolio included interests in 44 gaming and related facilities, geographically diverse across 16 states, totaling approximately 22.1 million square feet with over 11,800 hotel rooms Portfolio Composition (as of Dec 31, 2019) | Property Type | Count | Key Tenants/Operators | | :--- | :--- | :--- | | Tenant Occupied Properties | 41 | Penn, Boyd, Eldorado, Casino Queen | | Financed Property | 1 | Boyd | | TRS Properties | 2 | GLPI | | **Total** | **44** | | - The portfolio is geographically diversified across **16 states**, including Indiana, Illinois, Ohio, Pennsylvania, Nevada, New Jersey, and Mississippi[40](index=40&type=chunk) - The company's portfolio includes approximately **22.1 million square feet** of property and **11,837 hotel rooms**[45](index=45&type=chunk) [Tenants and Lease Structure](index=6&type=section&id=ITEM%201.%20BUSINESS%23Tenants%20and%20Lease%20Structure) GLPI's revenue primarily stems from long-term, triple-net master leases with major gaming operators, featuring fixed base rent with escalators and variable performance-based components - The company's main tenants are **Penn National Gaming, Eldorado Resorts, and Boyd Gaming**, leading multi-jurisdictional gaming property owners and managers[29](index=29&type=chunk) - Leases are structured as **triple-net**, requiring tenants to cover all facility maintenance, insurance, taxes (excluding lessor's income tax), and utilities[37](index=37&type=chunk) - The Penn Master Lease rent structure includes a fixed component with a potential **2% annual escalator** and a variable component based on facility performance, adjusted every five years or monthly for specific Ohio properties[31](index=31&type=chunk)[32](index=32&type=chunk) - Amended Pinnacle (now Penn), Eldorado, and Boyd Master Leases feature a similar structure with a fixed component, a potential **2% annual escalator**, and a variable component based on net revenues, adjusted every two years[33](index=33&type=chunk) [REIT and Tax Status](index=6&type=section&id=ITEM%201.%20BUSINESS%23REIT%20and%20Tax%20Status) GLPI elected REIT status in 2014, requiring annual distribution of at least 90% of taxable income to avoid federal corporate income tax, though its TRS Properties remain subject to income taxes - The company elected **REIT status** for its 2014 tax year and aims to maintain this qualification[27](index=27&type=chunk) - A key REIT requirement is the annual distribution of at least **90% of its REIT taxable income** to shareholders, generally avoiding federal income tax on distributed income[27](index=27&type=chunk) - Failure to qualify as a REIT would subject the company to **regular corporate income tax rates** and a **four-year disqualification** from re-electing REIT status[27](index=27&type=chunk)[140](index=140&type=chunk) - The company's **TRS Properties** are taxable REIT subsidiaries, allowing non-qualifying REIT income generation, with their earnings subject to corporate income taxes[28](index=28&type=chunk)[108](index=108&type=chunk) [Competition and Regulation](index=13&type=section&id=ITEM%201.%20BUSINESS%23Competition%20and%20Regulation) GLPI competes for property investments with other REITs and firms, while its tenants face intense competition in the gaming industry, all subject to extensive gaming regulations requiring licenses and approvals - The company competes for property acquisitions with other REITs, including **MGM Growth Properties LLC** and **VICI Properties Inc.**, alongside private equity and hedge funds[87](index=87&type=chunk) - The gaming industry is highly competitive, facing pressure from **land-based casinos, Native American gaming, internet gaming, and sports betting**[89](index=89&type=chunk) - Ownership and operation of gaming facilities are subject to **extensive regulation**, requiring GLPI and its affiliates to maintain licenses as a key business entity or supplier in numerous jurisdictions[147](index=147&type=chunk) [Risk Factors](index=25&type=section&id=ITEM%201A.%20RISK%20FACTORS) The company faces significant risks including heavy dependence on its primary tenant, gaming industry downturns, regulatory hurdles, complex REIT tax provisions, and substantial debt exposure - A majority of the company's revenues depend on **Penn and its subsidiaries**, making GLPI's financial position vulnerable to adverse effects on Penn's business[159](index=159&type=chunk) - As a gaming facilities landlord, the company is exposed to gaming industry risks, including **economic downturns, changes in consumer spending, and intense competition**[164](index=164&type=chunk)[166](index=166&type=chunk) - Failure to maintain **REIT qualification** would subject the company to U.S. federal income tax as a regular corporation, potentially leading to substantial tax liability and reduced cash for shareholder distributions[198](index=198&type=chunk) - The company holds **$5.7 billion in indebtedness** as of December 31, 2019, potentially limiting financial flexibility, dedicating significant cash flow to debt service, and increasing vulnerability to economic downturns[217](index=217&type=chunk)[219](index=219&type=chunk) - If the **2013 Spin-Off from Penn** is deemed a taxable transaction, GLPI could face significant tax liabilities and may need to indemnify Penn for material taxes under the Tax Matters Agreement[233](index=233&type=chunk) [Unresolved Staff Comments](index=37&type=section&id=ITEM%201B.%20UNRESOLVED%20STAFF%20COMMENTS) The company reports that there are no unresolved staff comments from the SEC - None[239](index=239&type=chunk) [Properties](index=38&type=section&id=ITEM%202.%20PROPERTIES) As of December 31, 2019, the company's portfolio includes 41 rental properties under triple-net leases, one financed property, and two owned and operated TRS Properties, plus its corporate headquarters - The company's portfolio includes **41 rental properties** leased to operators like Penn, Eldorado, and Boyd, all under long-term triple-net leases[241](index=241&type=chunk) - GLPI holds a financial interest in **one casino property, Belterra Park**, via a real estate loan to its owner-operator[242](index=242&type=chunk)[84](index=84&type=chunk) - The company owns and operates two **TRS Properties**: Hollywood Casino Baton Rouge in Louisiana and Hollywood Casino Perryville in Maryland[243](index=243&type=chunk)[244](index=244&type=chunk) [Legal Proceedings](index=38&type=section&id=ITEM%203.%20LEGAL%20PROCEEDINGS) The company is subject to various legal proceedings in the normal course of business, but management does not anticipate a material adverse effect on its financial position or operations - The Company is subject to various legal and administrative proceedings related to personal injuries, employment matters, and commercial transactions arising in the normal course of business[247](index=247&type=chunk) - Management does not believe the final outcome of these matters will have a **material adverse effect** on the Company's consolidated financial position or results of operations[247](index=247&type=chunk) [Mine Safety Disclosures](index=38&type=section&id=ITEM%204.%20MINE%20SAFETY%20DISCLOSURES) This item is not applicable to the company - Not applicable[248](index=248&type=chunk) PART II [Market for Registrant's Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities](index=39&type=section&id=ITEM%205.%20MARKET%20FOR%20REGISTRANT%27S%20COMMON%20EQUITY%2C%20RELATED%20SHAREHOLDER%20MATTERS%20AND%20ISSUER%20PURCHASES%20OF%20EQUITY%20SECURITIES) GLPI common stock trades on NASDAQ under 'GLPI', with the company required to distribute at least 90% of REIT taxable income annually, and approximately 714 record holders as of February 18, 2020 - The company's common stock is traded on the **NASDAQ Global Select Market** under the symbol **"GLPI"**[251](index=251&type=chunk) - The dividend policy mandates distributing at least **90% of its REIT taxable income** annually to comply with U.S. federal income tax law for REITs[252](index=252&type=chunk) - As of February 18, 2020, there were approximately **714 holders of record** of the common stock[251](index=251&type=chunk) [Selected Financial Data](index=40&type=section&id=ITEM%206.%20SELECTED%20FINANCIAL%20DATA) This section provides a five-year summary of GLPI's consolidated financial and operating data from 2015 to 2019, showing significant growth in revenues, assets, and net income driven by major acquisitions Selected Financial Data (2015-2019) | Year Ended Dec 31, | 2019 | 2018 | 2017 | 2016 | 2015 | | :--- | :--- | :--- | :--- | :--- | :--- | | **Total Revenues ($M)** | 1,153.5 | 1,055.7 | 971.3 | 828.3 | 575.1 | | **Income from Operations ($M)** | 717.4 | 593.8 | 605.5 | 480.6 | 257.4 | | **Net Income ($M)** | 390.9 | 339.5 | 380.6 | 289.3 | 128.1 | | **Diluted EPS ($)** | 1.81 | 1.58 | 1.79 | 1.60 | 1.08 | | **Total Assets ($M)** | 8,434.3 | 8,577.3 | 7,246.9 | 7,369.3 | 2,448.2 | | **Long-term Debt, net ($M)** | 5,738.0 | 5,853.5 | 4,442.9 | 4,665.0 | 2,510.3 | - Significant growth in assets and financial performance in **2016 and 2017** was driven by the **$4.8 billion acquisition** of Pinnacle's real property assets in April 2016[257](index=257&type=chunk) - Further growth in **2018 and 2019** resulted from the October 2018 acquisitions of five Tropicana properties for approximately **$992.5 million** and Plainridge Park for approximately **$250.9 million**[257](index=257&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A)](index=41&type=section&id=ITEM%207.%20MANAGEMENT%27S%20DISCUSSION%20AND%20ANALYSIS%20OF%20FINANCIAL%20CONDITION%20AND%20RESULTS%20OF%20OPERATIONS) GLPI's 2019 financial performance improved due to full-year rental income from 2018 acquisitions, with revenues reaching $1.15 billion and net income $390.9 million, supported by liquidity from operations, debt, and equity Financial Highlights (2019 vs. 2018) | Metric (in millions) | 2019 | 2018 | | :--- | :--- | :--- | | Total Revenues | $1,153.5 | $1,055.7 | | Income from Operations | $717.4 | $593.8 | | Net Income | $390.9 | $339.5 | - The **2019 revenue and income increase** was primarily due to the full-year impact of the Tropicana Transactions and Penn-Pinnacle Merger, which closed in October 2018[277](index=277&type=chunk) - Critical accounting estimates include lease accounting, income taxes (REIT compliance), real estate investment valuation, and goodwill impairment testing[280](index=280&type=chunk) - The company uses non-GAAP measures like FFO, AFFO, and Adjusted EBITDA for performance benchmarking; **Adjusted EBITDA was $1,040.3 million in 2019**, up from **$926.6 million in 2018**[311](index=311&type=chunk)[314](index=314&type=chunk) [Results of Operations](index=48&type=section&id=ITEM%207.%20MANAGEMENT%27S%20DISCUSSION%20AND%20ANALYSIS%20OF%20FINANCIAL%20CONDITION%20AND%20RESULTS%20OF%20OPERATIONS%23Results%20of%20Operations) In 2019, total revenues increased by 9.3% to $1.15 billion due to acquisitions, while operating expenses decreased by 5.6% to $436.1 million due to accounting changes and absence of prior year impairment, leading to $717.4 million in income from operations Revenue Breakdown (2019 vs. 2018) | Revenue Source (in thousands) | 2019 | 2018 | Variance | % Change | | :--- | :--- | :--- | :--- | :--- | | Rental income | $996,166 | $747,654 | $248,512 | 33.2% | | Income from direct financing lease | $0 | $81,119 | ($81,119) | -100.0% | | Interest income from real estate loans | $28,916 | $6,943 | $21,973 | 316.5% | | Real estate taxes paid by tenants | $0 | $87,466 | ($87,466) | -100.0% | | **Total income from real estate** | **$1,025,082** | **$923,182** | **$101,900** | **11.0%** | | Gaming, food, beverage and other | $128,391 | $132,545 | ($4,154) | -3.1% | | **Total revenues** | **$1,153,473** | **$1,055,727** | **$97,746** | **9.3%** | Operating Expense Breakdown (2019 vs. 2018) | Expense Category (in thousands) | 2019 | 2018 | Variance | % Change | | :--- | :--- | :--- | :--- | :--- | | Real estate taxes | $0 | $88,757 | ($88,757) | -100.0% | | Depreciation | $240,435 | $137,093 | $103,342 | 75.4% | | Loan impairment charges | $13,000 | $0 | $13,000 | N/A | | Goodwill impairment charges | $0 | $59,454 | ($59,454) | -100.0% | | **Total operating expenses** | **$436,050** | **$461,917** | **($25,867)** | **-5.6%** | - The decrease in real estate tax expense is due to **ASC 842 adoption**, eliminating the gross-up for taxes paid directly by tenants[332](index=332&type=chunk) - A **$13.0 million loan impairment charge** was recorded in 2019 to write off the unsecured loan to Casino Queen's affiliate, as repayment was no longer expected[337](index=337&type=chunk) [Liquidity and Capital Resources](index=57&type=section&id=ITEM%207.%20MANAGEMENT%27S%20DISCUSSION%20AND%20ANALYSIS%20OF%20FINANCIAL%20CONDITION%20AND%20RESULTS%20OF%20OPERATIONS%23Liquidity%20and%20Capital%20Resources) GLPI's liquidity primarily stems from operations, credit facilities, and debt/equity offerings; 2019 net cash from operations increased to $750.3 million, with total debt at $5.7 billion and $1.13 billion available under its revolving credit facility - Net cash from operating activities increased by **$95.9 million to $750.3 million in 2019**, primarily due to a **$151.0 million increase** in cash receipts from customers/tenants following 2018 acquisitions[350](index=350&type=chunk) Debt Structure (as of Dec 31, 2019) | Debt Instrument | Outstanding Balance | | :--- | :--- | | Senior Unsecured Credit Facility | $495.0 million | | Senior Unsecured Notes | $5,290.2 million | | Finance Lease Liabilities | $1.0 million | | **Total Long-term Debt, net** | **$5,738.0 million** | - As of December 31, 2019, the company had **$1,128.6 million** of available borrowing capacity under its revolving credit facility[358](index=358&type=chunk) - The company is monitoring the expected **phase-out of LIBOR in late 2021**, which will affect its variable rate debt under the revolving credit facility and Term Loan A-1[371](index=371&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=62&type=section&id=ITEM%207A.%20QUANTITATIVE%20AND%20QUALITATIVE%20DISCLOSURES%20ABOUT%20MARKET%20RISK) GLPI's primary market risk is interest rate risk on its $5.8 billion debt, with $5.3 billion fixed-rate and variable-rate debt exposed to LIBOR phase-out, potentially increasing future borrowing costs - The primary market risk is **interest rate risk** associated with its **$5.8 billion of indebtedness** as of December 31, 2019[380](index=380&type=chunk) - **$5.3 billion** of the company's debt consists of **fixed-rate senior unsecured notes**, while **$495 million** is variable-rate debt under its credit facility, indexed to LIBOR[380](index=380&type=chunk)[384](index=384&type=chunk) - The company is exposed to risk from the expected **phase-out of LIBOR in late 2021**, which will affect its variable rate borrowings[229](index=229&type=chunk)[371](index=371&type=chunk) [Financial Statements and Supplementary Data](index=64&type=section&id=ITEM%208.%20FINANCIAL%20STATEMENTS%20AND%20SUPPLEMENTARY%20DATA) This section presents GLPI's audited consolidated financial statements for 2019, including balance sheets, income statements, cash flow statements, and notes, reflecting its REIT status, real estate investments, and long-term debt Consolidated Balance Sheet Highlights (as of Dec 31, 2019) | Account (in thousands) | Amount | | :--- | :--- | | **Assets** | | | Real estate investments, net | $7,100,555 | | Total assets | $8,434,298 | | **Liabilities & Equity** | | | Long-term debt, net | $5,737,962 | | Total liabilities | $6,360,053 | | Total shareholders' equity | $2,074,245 | Consolidated Statement of Income Highlights (Year Ended Dec 31, 2019) | Account (in thousands) | Amount | | :--- | :--- | | Total revenues | $1,153,473 | | Income from operations | $717,423 | | Net income | $390,881 | | Diluted earnings per common share | $1.81 | - Deloitte & Touche LLP, the independent auditor, issued an **unqualified opinion** on the financial statements and the effectiveness of internal control over financial reporting[386](index=386&type=chunk)[619](index=619&type=chunk) [Changes in and Disagreements with Accountants on Accounting and Financial Disclosure](index=115&type=section&id=ITEM%209.%20CHANGES%20IN%20AND%20DISAGREEMENTS%20WITH%20ACCOUNTANTS%20ON%20ACCOUNTING%20AND%20FINANCIAL%20DISCLOSURE) The company reports no changes in or disagreements with its accountants on accounting and financial disclosure - None[612](index=612&type=chunk) [Controls and Procedures](index=115&type=section&id=ITEM%209A.%20CONTROLS%20AND%20PROCEDURES) Management concluded that GLPI's disclosure controls and internal control over financial reporting were effective as of December 31, 2019, with no material changes during the fourth quarter, though new controls were implemented for ASC 842 - Management concluded that the company's **disclosure controls and procedures were effective** as of December 31, 2019[613](index=613&type=chunk) - Management's assessment concluded that the company's **internal control over financial reporting was effective** as of December 31, 2019, based on the COSO framework[614](index=614&type=chunk) - There were **no material changes** in internal control over financial reporting during the fourth quarter of 2019[616](index=616&type=chunk) [Other Information](index=118&type=section&id=ITEM%209B.%20OTHER%20INFORMATION) The company reports no other information for this item - None[626](index=626&type=chunk) PART III [Directors, Executive Officers and Corporate Governance](index=118&type=section&id=ITEM%2010.%20DIRECTORS%2C%20EXECUTIVE%20OFFICERS%20AND%20CORPORATE%20GOVERNANCE) Information regarding directors, executive officers, and corporate governance is incorporated by reference from the company's 2020 definitive proxy statement - Information required by this item is **incorporated by reference** to the Company's definitive proxy statement for its 2020 Annual Meeting of Shareholders[628](index=628&type=chunk) [Executive Compensation](index=118&type=section&id=ITEM%2011.%20EXECUTIVE%20COMPENSATION) Information regarding executive compensation is incorporated by reference from the company's 2020 definitive proxy statement - The information called for in this item is hereby **incorporated by reference** to the 2020 Proxy Statement[629](index=629&type=chunk) [Security Ownership of Certain Beneficial Owners and Management and Related Stockholders Matters](index=118&type=section&id=ITEM%2012.%20SECURITY%20OWNERSHIP%20OF%20CERTAIN%20BENEFICIAL%20OWNERS%20AND%20MANAGEMENT%20AND%20RELATED%20STOCKHOLDERS%20MATTERS) Information regarding security ownership is incorporated by reference from the company's 2020 definitive proxy statement - The information called for in this item is hereby **incorporated by reference** to the 2020 Proxy Statement[630](index=630&type=chunk) [Certain Relationships and Related Transactions and Director Independence](index=118&type=section&id=ITEM%2013.%20CERTAIN%20RELATIONSHIPS%20AND%20RELATED%20TRANSACTIONS%20AND%20DIRECTOR%20INDEPENDENCE) Information regarding related transactions and director independence is incorporated by reference from the company's 2020 definitive proxy statement - The information called for in this item is hereby **incorporated by reference** to the 2020 Proxy Statement[631](index=631&type=chunk) [Principal Accounting Fees and Services](index=118&type=section&id=ITEM%2014.%20PRINCIPAL%20ACCOUNTING%20FEES%20AND%20SERVICES) Information regarding principal accounting fees and services is incorporated by reference from the company's 2020 definitive proxy statement - The information called for in this item is hereby **incorporated by reference** to the 2020 Proxy Statement[632](index=632&type=chunk) PART IV [Exhibits, Financial Statement Schedules](index=119&type=section&id=ITEM%2015.%20EXHIBITS%2C%20FINANCIAL%20STATEMENT%20SCHEDULES) This section lists the financial statements, schedules, and exhibits filed as part of the Annual Report on Form 10-K, including details on Real Estate and Mortgage Loans, and a comprehensive exhibit index - This item lists the **Consolidated Financial Statements** filed under Item 8[635](index=635&type=chunk) - Financial Statement Schedules include **Schedule III (Real Estate and Accumulated Depreciation)** and **Schedule IV (Mortgage Loans on Real Estate)**[635](index=635&type=chunk) - A detailed **Exhibit Index** is included, listing all agreements and other documents filed with or incorporated by reference into the report[636](index=636&type=chunk)[639](index=639&type=chunk) [Form 10-K Summary](index=119&type=section&id=ITEM%2016.%20FORM%2010-K%20SUMMARY) The company has not provided a summary for this item - None[637](index=637&type=chunk)

Gaming and Leisure Properties Inc (NASDAQ:GLPI) Q3 2019 Results Earnings Conference Call November 1, 2019 9:00 AM ET Company Participants Joe Jaffoni - JCIR Peter Carlino - Chairman and Chief Executive Officer Steve Snyder - Senior Vice President and Chief Financial Officer Matthew Demchyk - Senior Vice President of Investments Steve Ladany - Senior Vice President of Finance Conference Call Participants Carlo Santarelli - Deutsche Bank Greg McGinniss - Scotiabank Thomas Allen - Morgan Stanley Jordan Bende ...

Financial Data and Key Metrics Changes - The company reported record net income from real estate of nearly $256 million for the quarter, exceeding previously issued EBITDA and AFFO guidance [8][19][20]. Business Line Data and Key Metrics Changes - The Penn master lease saw operations cease at the Tunica resorts facility, leading to accelerated depreciation and amortization, but this will not impact lease income [9]. - The Boyd master lease realized the full escalator as of its anniversary date, indicating strong performance [13]. - Casino Queen's coverages deteriorated, but management is optimistic about improved operating performance in the current quarter [15][16]. Market Data and Key Metrics Changes - The Illinois gaming expansion is viewed as a net positive for Casino Queen, which will benefit from new opportunities such as sports betting [14][63]. - The company is monitoring the impact of new competitors in Atlantic City on the performance of assets under the Eldorado master lease [12]. Company Strategy and Development Direction - The company continues to evaluate potentially accretive transactions to enhance its portfolio of 46 properties [7]. - Management is focused on maintaining a strong balance sheet, with 85% of debt as fixed rate and gross leverage at 5.62 times [19]. - The company is actively looking for modest transactions that can drive growth, particularly in light of the Caesars and Eldorado merger [24][25]. Management's Comments on Operating Environment and Future Outlook - Management expressed caution regarding the operating environment in Illinois, citing instability and uncertainty about how new gaming facilities will impact existing operations [64]. - There is optimism about the potential for short-term benefits from sports betting while acknowledging that operators may bear the brunt of long-term impacts from increased supply [69]. Other Important Information - The company has tightened its guidance range based on tenant performance, with the potential for escalators in the Penn master lease being a key factor [20]. - The secured loan related to Casino Queen has been sold to a strategic investor, which may positively impact performance [16]. Q&A Session Summary Question: What does the acquisition pipeline look like? - Management is closely monitoring the market for potential acquisition opportunities arising from the Caesars and Eldorado merger, while also looking at smaller transactions [24][25]. Question: How long does the company plan to operate TRS properties? - The company prefers to maintain its involvement in operations but is open to opportunities for multi-property transactions [26]. Question: How does the company view the mix of its portfolio? - Management acknowledges the volatility of Las Vegas Strip properties compared to regional properties and is cautious about underwriting such assets [31][32]. Question: What is the outlook for Casino Queen? - Management is optimistic about recovering some loan rolled off last quarter, but it remains uncertain [40]. Question: How does the company view the Illinois gaming expansion? - Management sees it as a net positive for Casino Queen but expresses concerns about the overall impact on the operating environment [63][64]. Question: What are the thoughts on potential M&A activity? - Management is focused on creating its own value rather than pursuing M&A with other REITs at this time [44]. Question: How does the company manage its balance sheet in the current interest rate environment? - The company is actively monitoring interest rates and considering options for refinancing to lock in lower rates [82].

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2019 or TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-36124 Gaming & Leisure Properties, Inc. (Exact name of registrant as specified in its charter) Pennsylvania 46-2 ...

G A M I N G & L E I S U R E PROPERTIES, Inc Investor Presentation May 2019 Forward Looking Statements Company Overview Certain statements contained in this presentation may constitute "forward-looking statements" within the meaning of the safe harbor from civil liability provided for such statements by the Private Securities Litigation Reform Act of 1995 (set forth in Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amen ...

Gaming and Leisure Properties, Inc. (NASDAQ:GLPI) Q1 2019 Results Earnings Conference Call May 7, 2019 9:00 AM ET Company Participants Joe Jaffoni - Investor Relations Matthew Demchyk - Senior Vice President of Investments Peter Carlino - Chairman, Chief Executive Officer Steven Snyder - Senior Vice President of Development, Interim Chief Financial Officer Steve Ladany - VP Finance Conference Call Participants Carlo Santarelli - Deutsche Bank Robin Farley - UBS David Katz - Jefferies Barry Jonas - SunTrust ...

[PART I. FINANCIAL INFORMATION](index=6&type=section&id=PART%20I.%20FINANCIAL%20INFORMATION) This section provides the unaudited condensed consolidated financial statements and management's discussion and analysis for the quarter ended March 31, 2019 [ITEM 1. FINANCIAL STATEMENTS](index=6&type=section&id=ITEM%201.%20FINANCIAL%20STATEMENTS) This section presents the unaudited condensed consolidated financial statements for the quarterly period ended March 31, 2019, including balance sheets, income statements, equity changes, cash flows, and accompanying notes [Condensed Consolidated Financial Statements](index=6&type=section&id=Condensed%20Consolidated%20Financial%20Statements) This subsection contains the core unaudited financial statements for the three months ended March 31, 2019, detailing financial position, operations, equity changes, and cash flows Consolidated Balance Sheets (in thousands) | | March 31, 2019 (unaudited) | December 31, 2018 | | :--- | :--- | :--- | | **Total assets** | $8,646,832 | $8,577,293 | | **Total liabilities** | $6,439,148 | $6,311,686 | | **Total shareholders' equity** | $2,207,684 | $2,265,607 | Consolidated Statements of Income (in thousands) | | Three Months Ended March 31, 2019 | Three Months Ended March 31, 2018 | | :--- | :--- | :--- | | **Total revenues** | $287,864 | $244,050 | | **Income from operations** | $170,775 | $151,851 | | **Net income** | $93,010 | $96,772 | | **Diluted EPS** | $0.43 | $0.45 | Consolidated Statements of Cash Flows (in thousands) | | Three months ended March 31, 2019 | Three months ended March 31, 2018 | | :--- | :--- | :--- | | **Net cash provided by operating activities** | $221,423 | $185,756 | | **Net cash (used in) provided by investing activities** | ($348) | $17,387 | | **Net cash used in financing activities** | ($216,524) | ($186,777) | | **Net increase in cash and cash equivalents** | $4,551 | $16,366 | [Notes to the Condensed Consolidated Financial Statements](index=10&type=section&id=Notes%20to%20the%20Condensed%20Consolidated%20Financial%20Statements) The notes provide detailed explanations of the company's accounting policies and specifics on financial statement items, including business structure, acquisitions, new accounting standards, debt, and segment performance - The company's primary business involves acquiring, financing, and owning real estate leased to gaming operators in triple-net arrangements, with a portfolio of **46 gaming facilities across 16 states** as of March 31, 2019[30](index=30&type=chunk) - Adoption of ASU 2016-02 (Topic 842) on January 1, 2019, led to the recognition of **$203 million** in right-of-use assets and lease liabilities, eliminating the gross-up of financial statements for real estate taxes paid directly by tenants[36](index=36&type=chunk)[37](index=37&type=chunk)[38](index=38&type=chunk) - A full impairment charge of **$13.0 million** was recorded for the unsecured loan to CQ Holding Company (Casino Queen) due to declining operating results and insufficient expected proceeds from asset sales[52](index=52&type=chunk)[88](index=88&type=chunk) Total Long-Term Debt (in thousands) | Debt Component | Amount (in thousands) | | :--- | :--- | | Unsecured revolver and term loan | $866,000 | | Senior unsecured notes | $4,975,000 | | Finance lease liability | $1,082 | | **Total long-term debt** | **$5,842,082** | Segment Performance Q1 2019 (in thousands) | Segment (Q1 2019) | Total Revenues (in thousands) | Income from Operations (in thousands) | | :--- | :--- | :--- | | GLP Capital | $254,871 | $164,869 | | TRS Properties | $32,993 | $5,906 | | **Total** | **$287,864** | **$170,775** | [ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS](index=34&type=section&id=ITEM%202.%20MANAGEMENT%27S%20DISCUSSION%20AND%20ANALYSIS%20OF%20FINANCIAL%20CONDITION%20AND%20RESULTS%20OF%20OPERATIONS) Management discusses the company's operational performance, financial condition, and liquidity, highlighting revenue growth from recent acquisitions, a significant loan impairment, and the impact of new lease accounting standards [Our Operations and Executive Summary](index=34&type=section&id=Our%20Operations%20and%20Executive%20Summary) GLPI operates as a REIT, primarily acquiring and owning real estate leased to gaming operators, with Q1 2019 revenues increasing to $287.9 million and income from operations rising to $170.8 million due to 2018 acquisitions - The company's primary business involves acquiring, financing, and owning real estate property to be leased to gaming operators in triple-net lease arrangements, with a portfolio of **46 gaming facilities across 16 states**[136](index=136&type=chunk) Key Financial Metrics Q1 2019 vs Q1 2018 | Metric | Q1 2019 | Q1 2018 | | :--- | :--- | :--- | | Total Revenues | $287.9M | $244.1M | | Income from Operations | $170.8M | $151.9M | - The increase in total income from real estate was primarily due to the Tropicana Transactions and the Penn-Pinnacle Merger, both completed in the **fourth quarter of 2018**[143](index=143&type=chunk) - Operating expenses increased mainly due to a **$13.0 million** loan impairment charge related to the unsecured loan to Casino Queen and higher depreciation from new assets[145](index=145&type=chunk) [Results of Operations](index=37&type=section&id=Results%20of%20Operations) This section provides a detailed analysis of consolidated results, showing total revenues grew 18.0% year-over-year, driven by real estate income from acquisitions, while operating expenses rose 27.0% due to a loan impairment and increased depreciation Revenue Breakdown (in thousands) | Revenue Category | Q1 2019 (in thousands) | Q1 2018 (in thousands) | % Change | | :--- | :--- | :--- | :--- | | Total income from real estate | $254,871 | $209,304 | 21.8% | | Gaming, food, beverage and other | $32,993 | $34,746 | (5.0)% | | **Total revenues** | **$287,864** | **$244,050** | **18.0%** | Operating Expense Breakdown (in thousands) | Operating Expense Category | Q1 2019 (in thousands) | Q1 2018 (in thousands) | % Change | | :--- | :--- | :--- | :--- | | Real estate taxes | $0 | $21,595 | (100.0)% | | Depreciation | $58,578 | $27,954 | 109.6% | | Loan impairment charges | $13,000 | $0 | N/A | | **Total operating expenses** | **$117,089** | **$92,199** | **27.0%** | - Real estate tax expense decreased to zero because the adoption of ASU 2016-02 (ASC 842) on January 1, 2019, eliminated the requirement to gross-up financial statements for real estate taxes paid directly by tenants[171](index=171&type=chunk) Non-GAAP Financial Metrics (in thousands) | Non-GAAP Metric | Q1 2019 (in thousands) | Q1 2018 (in thousands) | | :--- | :--- | :--- | | Net Income | $93,010 | $96,772 | | Funds from Operations (FFO) | $148,692 | $121,870 | | Adjusted Funds from Operations (AFFO) | $183,015 | $168,701 | | Adjusted EBITDA | $258,419 | $221,345 | [Liquidity and Capital Resources](index=46&type=section&id=Liquidity%20and%20Capital%20Resources) The company's primary liquidity sources are cash from operations and borrowings, with net cash from operating activities increasing to $221.4 million in Q1 2019, while financing activities used $216.5 million primarily for dividends and debt repayments - Net cash provided by operating activities increased by **$35.7 million** for Q1 2019 compared to Q1 2018, primarily due to a **$55.1 million** increase in cash receipts from tenants following the 2018 acquisitions[180](index=180&type=chunk) - Financing activities in Q1 2019 used **$216.5 million**, driven by **$146.2 million** in dividend payments and **$123.0 million** in debt repayments, partially offset by **$62.0 million** in proceeds from new debt[182](index=182&type=chunk) - As of March 31, 2019, the company had **$833.6 million** of available borrowing capacity under its revolving credit facility[186](index=186&type=chunk) [ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK](index=47&type=section&id=ITEM%203.%20QUANTITATIVE%20AND%20QUALITATIVE%20DISCLOSURES%20ABOUT%20MARKET%20RISK) The company's primary market risk is interest rate risk related to its $5.84 billion in debt, where rising rates could increase financing costs for its variable-rate debt - The company's primary market risk exposure is interest rate risk with respect to its **$5.84 billion** of indebtedness at March 31, 2019[192](index=192&type=chunk) - Of the total debt, **$4.975 billion** consists of fixed-rate Senior Notes, mitigating some interest rate risk, while the remaining variable-rate debt is subject to interest rate fluctuations[192](index=192&type=chunk) Debt Fair Value (in thousands) | Debt Type | Total (in thousands) | Fair Value (in thousands) | | :--- | :--- | :--- | | Fixed rate | $4,975,000 | $5,191,775 | | Variable rate | $866,000 | $857,495 | [ITEM 4. CONTROLS AND PROCEDURES](index=49&type=section&id=ITEM%204.%20CONTROLS%20AND%20PROCEDURES) Management concluded that the company's disclosure controls and procedures were effective as of March 31, 2019, with a change in internal control noted due to the adoption of the new lease accounting standard - Based on an evaluation as of March 31, 2019, the principal executive officer and principal financial officer concluded that the Company's disclosure controls and procedures were **effective**[195](index=195&type=chunk) - A change in internal control over financial reporting occurred during the quarter to implement controls for the adoption of the new lease accounting standard, ASU 2016-02, on January 1, 2019[196](index=196&type=chunk) [PART II. OTHER INFORMATION](index=50&type=section&id=PART%20II.%20OTHER%20INFORMATION) This section covers legal proceedings, risk factors, unregistered sales of equity securities, and other miscellaneous disclosures [ITEM 1. LEGAL PROCEEDINGS](index=50&type=section&id=ITEM%201.%20LEGAL%20PROCEEDINGS) The company is subject to various legal proceedings arising in the normal course of business but does not believe their final outcome will have a material adverse effect on its consolidated financial position or results of operations - The Company is subject to various legal proceedings in the normal course of business but does not believe the final outcome will have a **material adverse effect** on its financial position or results[89](index=89&type=chunk)[198](index=198&type=chunk) [ITEM 1A. RISK FACTORS](index=50&type=section&id=ITEM%201A.%20RISK%20FACTORS) There have been no material changes to the risk factors previously disclosed in the company's Annual Report on Form 10-K for the year ended December 31, 2018 - There have been **no material changes** in the company's risk factors from those previously disclosed in the Annual Report on Form 10-K for the year ended December 31, 2018[199](index=199&type=chunk) [ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS](index=50&type=section&id=ITEM%202.%20UNREGISTERED%20SALES%20OF%20EQUITY%20SECURITIES%20AND%20USE%20OF%20PROCEEDS) The company did not repurchase any shares of its common stock or sell any unregistered securities during the three months ended March 31, 2019 - During the three months ended March 31, 2019, the Company did not repurchase any common stock or sell any unregistered securities[200](index=200&type=chunk) [Other Items (Defaults, Mine Safety, Other Info, Exhibits)](index=50&type=section&id=Other%20Items) This section confirms that there were no defaults upon senior securities during the period, and disclosures for mine safety and other information were not applicable - No defaults upon senior securities were reported for the period[201](index=201&type=chunk) - Mine Safety Disclosures and Other Information sections were not applicable[202](index=202&type=chunk)[203](index=203&type=chunk)

Gaming and Leisure Properties (NASDAQ:GLPI) Q4 2018 Earnings Conference Call February 13, 2019 10:00 AM ET Company Representatives Peter Carlino - Chairman, Chief Executive Officer Steve Snyder - Senior Vice President of Development, Interim Chief Financial Officer Desiree Burke - Chief Accounting Officer Brandon Moore - Senior VP, General Counsel and Secretary Steven Ladany - VP Finance Matt Demchyk - Senior Vice President of Investments Joe Jaffoni - Investor Relations Conference Call Participants Carlo S ...