[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 ...

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2018 OR o 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 and Leisure Properties, Inc. (Exact name of registrant as specified in its charter) Pennsylvania (Stat ...