Gaming & Leisure Properties(GLPI) - 2021 Q1 - Quarterly Report

PART I. FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS This section presents the unaudited condensed consolidated financial statements of Gaming and Leisure Properties, Inc. (GLPI) and its subsidiaries for the quarter ended March 31, 2021, including balance sheets, income statements, statements of changes in shareholders' equity, and cash flow statements, along with detailed notes explaining the company's business, accounting policies, and financial instrument details Condensed Consolidated Balance Sheets The condensed consolidated balance sheets show a slight decrease in total assets and shareholders' equity from December 31, 2020, to March 31, 2021, while total liabilities remained relatively stable | Metric | March 31, 2021 (in thousands) | December 31, 2020 (in thousands) | | :-------------------------------- | :----------------------------- | :----------------------------- | | Total assets | $9,013,490 | $9,034,368 | | Total liabilities | $6,366,847 | $6,359,350 | | Total shareholders' equity | $2,646,643 | $2,675,018 | Condensed Consolidated Statements of Income GLPI reported a significant increase in net income for the three months ended March 31, 2021, compared to the same period in 2020, driven by higher total revenues and a substantial reduction in other expenses, primarily due to the absence of debt extinguishment losses | Metric | Three Months Ended March 31, 2021 (in thousands) | Three Months Ended March 31, 2020 (in thousands) | | :-------------------------------- | :----------------------------------- | :----------------------------------- | | Total revenues | $301,543 | $283,482 | | Income from operations | $200,101 | $186,350 | | Total other expenses | $(70,289) | $(89,137) | | Net income | $127,184 | $96,894 | | Basic earnings per common share | $0.55 | $0.45 | | Diluted earnings per common share | $0.54 | $0.45 | - Net income increased by $30.3 million (31.3%) year-over-year, primarily due to higher revenues and the absence of $17.3 million in debt extinguishment losses incurred in Q1 2020[16] Condensed Consolidated Statements of Changes in Shareholders' Equity The statements of changes in shareholders' equity reflect a decrease in total equity from December 31, 2020, to March 31, 2021, primarily due to dividends paid, partially offset by net income | Metric | December 31, 2020 (in thousands) | March 31, 2021 (in thousands) | | :-------------------------------- | :----------------------------- | :----------------------------- | | Total Shareholders' Equity | $2,675,018 | $2,646,643 | | Dividends paid | N/A | $(151,496) | | Net income | N/A | $127,184 | - Dividends paid amounted to $0.65 per common share for Q1 2021, totaling $151.5 million[19] Condensed Consolidated Statements of Cash Flows Cash flow from operating activities increased slightly, while investing activities remained minimal. Financing activities shifted from a significant cash provider in 2020 (due to debt issuance) to a cash user in 2021, primarily for dividend payments | Metric | Three Months Ended March 31, 2021 (in thousands) | Three Months Ended March 31, 2020 (in thousands) | | :-------------------------------- | :----------------------------------- | :----------------------------------- | | Net cash provided by operating activities | $205,208 | $198,785 | | Net cash used in investing activities | $(1,044) | $(646) | | Net cash (used in) provided by financing activities | $(161,380) | $334,583 | | Net increase in cash and cash equivalents | $34,289 | $532,722 | | Cash and cash equivalents at end of period | $520,740 | $559,545 | - The significant cash provided by financing activities in Q1 2020 was due to $1.17 billion in proceeds from long-term debt issuance, which was not repeated in Q1 2021[22] Notes to the Condensed Consolidated Financial Statements These notes provide essential context and detailed breakdowns for the financial statements, covering GLPI's business model as a REIT, significant accounting policies, recent transactions, debt structure, lease agreements, and segment information, crucial for understanding the company's financial position and performance 1. Business and Operations GLPI operates as a self-administered REIT, primarily acquiring, financing, and owning real estate for gaming operators under triple-net lease arrangements. As of March 31, 2021, its portfolio included 48 gaming and related facilities across 16 states, with 100% occupancy, and the company continues to pursue growth opportunities - GLPI's primary business is acquiring, financing, and owning real estate property to be leased to gaming operators in triple-net lease arrangements[26] - As of March 31, 2021, GLPI's portfolio consisted of interests in 48 gaming and related facilities, geographically diversified across 16 states, and was 100% occupied[26] - The company's portfolio includes properties leased to Penn National Gaming, Caesars Entertainment, Boyd Gaming, and Casino Queen, in addition to its own Taxable REIT Subsidiary (TRS) properties[26] - The COVID-19 pandemic led to temporary closures of all casino operations in mid-March 2020, with most properties reopening at limited capacity by early July 2020. As of the filing date, none of GLPI's properties are closed[36] 2. Basis of Presentation The unaudited condensed consolidated financial statements are prepared in accordance with U.S. GAAP for interim financial information, with all intercompany accounts and transactions eliminated. Management's estimates and assumptions are used, and prior period amounts have been reclassified for consistent presentation - Financial statements are prepared in accordance with U.S. GAAP for interim information, requiring management estimates and assumptions[37][38] - Certain prior period amounts were reclassified, specifically gains and losses from dispositions of properties, now presented separately from General and administrative expenses[39] 3. New Accounting Pronouncements The company adopted ASU No. 2020-04, Reference Rate Reform, which provides optional expedients for contract modifications affected by the phasing out of LIBOR. GLPI anticipates no material impact from this pronouncement due to its limited exposure to LIBOR-referencing obligations - ASU No. 2020-04, Reference Rate Reform, was adopted to address the discontinuation of LIBOR[42] - GLPI does not anticipate any material impact from this pronouncement due to the limited amount of obligations and contracts referencing LIBOR[42] 4. Real Estate Investments Real estate investments, net, decreased slightly from December 31, 2020, to March 31, 2021, primarily due to accumulated depreciation | Metric | March 31, 2021 (in thousands) | December 31, 2020 (in thousands) | | :----------------------------- | :----------------------------- | :----------------------------- | | Total real estate investments | $8,698,098 | $8,698,098 | | Less accumulated depreciation | $(1,467,329) | $(1,410,940) | | Real estate investments, net | $7,230,769 | $7,287,158 | 5. Property and Equipment Used in Operations Property and equipment used in operations, net, primarily for TRS Properties, saw a minor decrease from December 31, 2020, to March 31, 2021, reflecting ongoing depreciation and slight changes in construction in progress | Metric | March 31, 2021 (in thousands) | December 31, 2020 (in thousands) | | :----------------------------- | :----------------------------- | :----------------------------- | | Total property and equipment | $177,768 | $177,114 | | Less accumulated depreciation | $(97,849) | $(96,496) | | Property and equipment, net | $79,919 | $80,618 | 6. Assets Held for Sale GLPI has classified the operating assets of Hollywood Casino Baton Rouge and Hollywood Casino Perryville as assets held for sale, with expected closings in the second half of 2021. These transactions involve selling operations while retaining real estate and entering into new master lease agreements - GLPI entered into a definitive agreement to sell the operations of Hollywood Casino Baton Rouge to Casino Queen for $28.2 million, retaining real estate and entering a new master lease with initial annual cash rent of approximately $21.4 million[46] - Penn agreed to purchase the operations of Hollywood Casino Perryville for $31.1 million, with GLPI leasing the real estate back to Penn for an initial annual rent of $7.77 million[47] | Assets Held for Sale (in thousands) | March 31, 2021 | | :---------------------------------- | :------------- | | Property and equipment, used in operations, net | $9,153 | | Goodwill | $16,067 | | Other intangible assets | $9,577 | | Total Assets Held for Sale | $70,457 | 7. Lease Assets and Lease Liabilities GLPI's lease assets primarily consist of right-of-use assets and land rights related to ground leases, which are subleased to tenants. Lease liabilities represent future lease obligations, with a weighted average remaining lease term of 56.23 years and a discount rate of 6.73% | Lease Assets (in thousands) | March 31, 2021 | December 31, 2020 | | :-------------------------- | :------------- | :---------------- | | Right-of-use assets - operating leases | $150,917 | $151,339 | | Land rights, net | $615,015 | $617,858 | | Total | $765,932 | $769,197 | | Lease Liabilities (in thousands) | March 31, 2021 | | :------------------------------- | :------------- | | Total lease payments | $622,448 | | Less: interest | $(470,544) | | Present value of lease liabilities | $151,904 | | Lease Expense (in thousands) | Three Months Ended March 31, 2021 | Three Months Ended March 31, 2020 | | :--------------------------- | :-------------------------------- | :-------------------------------- | | Operating lease cost | $2,928 | $3,695 | | Variable lease cost | $1,010 | $1,462 | | Short-term lease cost | $327 | $227 | | Amortization of land right assets | $2,843 | $3,020 | | Total lease cost | $7,108 | $8,404 | - Weighted average remaining lease term for operating leases is 56.23 years, with a weighted average discount rate of 6.73%[59] 8. Long-term Debt GLPI's long-term debt primarily consists of senior unsecured notes and a term loan facility. The company refinanced and extended debt maturities in 2020, resulting in a stable total long-term debt balance as of March 31, 2021, with significant borrowing capacity remaining under its revolving credit facility | Long-term Debt (in thousands) | March 31, 2021 | December 31, 2020 | | :------------------------------ | :------------- | :---------------- | | Total long-term debt | $5,799,846 | $5,799,879 | | Net of unamortized costs | $5,757,125 | $5,754,689 | | Future Minimum Repayments (in thousands) | Amount | | :--------------------------------------- | :----- | | Within one year | $137 | | 2-3 years | $924,313 | | 4-5 years | $1,250,324 | | Over 5 years | $3,625,072 | | Total | $5,799,846 | - As of March 31, 2021, GLPI had $1,174.6 million available borrowing capacity under its Revolver[64] - The company was in compliance with all financial covenants under its Amended Credit Facility and Senior Notes as of March 31, 2021[66][69] 9. Fair Value of Financial Assets and Liabilities GLPI estimates the fair value of its financial instruments, classifying them into a three-level hierarchy based on input observability. Cash and cash equivalents, deferred compensation plan assets, and Amended Credit Facility obligations approximate carrying value, while Senior Notes have a higher fair value than their carrying amount | Financial Instrument (in thousands) | Carrying Amount (March 31, 2021) | Fair Value (March 31, 2021) | | :---------------------------------- | :------------------------------- | :-------------------------- | | Cash and cash equivalents | $520,740 | $520,740 | | Deferred compensation plan assets | $31,005 | $31,005 | | Amended Credit Facility | $424,019 | $424,019 | | Senior Notes | $5,375,000 | $5,903,868 | - Fair value measurements are categorized into Level 1 (quoted prices in active markets), Level 2 (observable inputs other than quoted prices), and Level 3 (unobservable inputs)[76] 10. Commitments and Contingencies GLPI is involved in various legal and administrative proceedings in the normal course of business but does not anticipate a material adverse effect on its financial position or results of operations from these matters - The Company is subject to various legal and administrative proceedings but does not believe the final outcome will have a material adverse effect on its consolidated financial position or results of operations[79] 11. Revenue Recognition GLPI's revenue primarily derives from triple-net operating leases with gaming operators, featuring fixed and performance-based rent components, annual escalators, and tenant responsibilities for executory costs. Lease terms are determined based on reasonable assurance of renewal options, varying by lease type and tenant business significance - GLPI's rental income is primarily from triple-net master leases with Penn, Caesars, and Boyd, and single-property leases with Casino Queen, Caesars (Lumière Place), and Boyd (Belterra Park)[80] - Lease structures include fixed rent, often with annual escalators (e.g., 2% or CPI-linked), and percentage rent components based on facility net revenues[82][83][87][88][89][90][91][92] - Tenants are responsible for all executory costs, including maintenance, insurance, property taxes, and utilities[94] | Rental Income (in thousands) | Three Months Ended March 31, 2021 | | :--------------------------- | :-------------------------------- | | Building base rent | $172,449 | | Land base rent | $51,408 | | Percentage rent | $35,996 | | Total cash rental income | $259,853 | | Straight-line rent adjustments | $828 | | Ground rent in revenue | $3,111 | | Other rental revenue | $50 | | Total rental income | $263,842 | 12. Earnings Per Share Basic and diluted EPS increased for the three months ended March 31, 2021, compared to 2020, reflecting higher net income and a slight increase in weighted-average common shares outstanding | Metric | Three Months Ended March 31, 2021 | Three Months Ended March 31, 2020 | | :-------------------------------- | :-------------------------------- | :-------------------------------- | | Basic EPS | $0.55 | $0.45 | | Diluted EPS | $0.54 | $0.45 | | Weighted-average common shares outstanding (basic, in thousands) | 232,775 | 215,090 | | Diluted weighted-average common shares outstanding (in thousands) | 233,465 | 215,449 | 13. Shareholders' Equity GLPI did not sell any common stock under its ATM Program during Q1 2021, retaining $599.6 million for future issuance. The company declared and paid a common stock dividend of $0.65 per share for the first quarter of 2021 - No shares were sold under the ATM Program during Q1 2021, with $599.6 million remaining for issuance[111] | Dividend Details | 2021 (Q1) | 2020 (Q1) | | :---------------- | :-------- | :-------- | | Dividend Per Share | $0.65 | $0.70 | | Dividend Amount (in thousands) | $151,308 | $150,574 | 14. Stock-Based Compensation GLPI recognized $3.4 million in compensation expense for time-based restricted stock awards and $2.4 million for performance-based restricted stock awards during Q1 2021. Unrecognized compensation costs for these awards total $6.8 million and $18.6 million, respectively, to be recognized over their remaining vesting periods - Recognized $3.4 million in compensation expense for time-based restricted stock awards in Q1 2021, up from $1.8 million in Q1 2020[114] - Recognized $2.4 million in compensation expense for performance-based restricted stock awards in Q1 2021 and Q1 2020[116] - As of March 31, 2021, total unrecognized compensation cost for restricted stock awards was $6.8 million (weighted average vesting period of 1.90 years) and $18.6 million for performance-based awards (weighted average vesting period of 2.25 years)[114][116] 15. Segment Information GLPI operates with two reportable segments: GLP Capital, which holds the majority of leased real property, and the TRS Segment, comprising Hollywood Casino Perryville, Hollywood Casino Baton Rouge, and Tropicana Las Vegas real estate. The TRS Segment showed significant revenue and income growth in Q1 2021 compared to Q1 2020 | Segment Performance (in thousands) | GLP Capital (Q1 2021) | TRS Segment (Q1 2021) | GLP Capital (Q1 2020) | TRS Segment (Q1 2020) | | :--------------------------------- | :-------------------- | :-------------------- | :-------------------- | :-------------------- | | Total revenues | $263,842 | $37,701 | $256,723 | $26,759 | | Income from operations | $190,171 | $9,930 | $183,184 | $3,166 | | Net income | $124,048 | $3,136 | $96,521 | $373 | - The TRS Segment's total revenues increased by 40.9% and net income by 740.8% year-over-year, largely due to the impact of COVID-19 closures in Q1 2020[120] 16. Supplemental Disclosures of Cash Flow Information and Noncash Activities Supplemental cash flow information indicates an increase in cash paid for interest in Q1 2021 compared to Q1 2020. No noncash investing and financing activities occurred during the three months ended March 31, 2021 or 2020 | Cash Flow Information (in thousands) | Three Months Ended March 31, 2021 | Three Months Ended March 31, 2020 | | :----------------------------------- | :-------------------------------- | :-------------------------------- | | Cash paid for income taxes, net | $24 | $0 | | Cash paid for interest | $58,645 | $52,339 | - No noncash investing and financing activities were reported for the three months ended March 31, 2021 and 2020[123] 17. Pending Acquisitions GLPI has definitive agreements to acquire the real property assets of Tropicana Evansville and Dover Downs Hotel & Casino from Bally's for a total of $484.0 million, expected to close in mid-2021. These properties will be added to a new Bally's Master Lease with an initial annual rent of $40.0 million, subject to CPI-linked escalators - GLPI will acquire real property assets of Tropicana Evansville and Dover Downs Hotel & Casino from Bally's for approximately $340.0 million and $144.0 million, respectively[124] - These acquisitions, expected to close in mid-2021, will be added to a new Bally's Master Lease with an initial annual rent of $40.0 million, subject to annual escalators of up to 2% based on CPI[124] 18. Subsequent Events Subsequent to the quarter end, GLPI entered a binding term sheet with Bally's to acquire real estate in Black Hawk, CO, and Rock Island, IL, for $150 million, generating $12 million in incremental rent under the Bally's Master Lease, expected to close in early 2022. Bally's also granted GLPI a right of first refusal for future real property acquisitions in several states and committed to a structure for potential additional sale-leaseback transactions up to $500 million - On April 13, 2021, GLPI announced a binding term sheet with Bally's to acquire real estate in Black Hawk, CO, and Rock Island, IL, for $150 million, expected to generate $12 million in incremental rent[125] - Bally's granted GLPI a seven-year right of first refusal for real property acquisitions or development projects in Michigan, Maryland, New York, and Virginia[126] - Bally's plans to acquire GLPI's non-land real estate assets and Penn's equity interests in Tropicana Las Vegas for $150 million, with GLPI retaining land ownership and entering a 50-year ground lease with $10.5 million initial annual rent[127] - GLPI and Bally's committed to a structure for potential additional sale-leaseback transactions up to $500 million, providing Bally's an alternative financing commitment[128] ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS This section provides management's perspective on GLPI's financial condition and operational results for the three months ended March 31, 2021, highlighting the company's business model, recent developments, financial performance, and liquidity. It details the impact of COVID-19, pending acquisitions, and the drivers behind revenue and expense changes, including non-GAAP financial measures Our Operations GLPI, a REIT spun off from Penn National Gaming, focuses on acquiring and leasing gaming real estate under triple-net arrangements. Its portfolio includes 48 facilities, 100% occupied, with major leases to Penn, Caesars, and Boyd. Recent transactions include the acquisition of Tropicana Las Vegas real estate and pending sales of TRS operations with new leasebacks - GLPI's primary business is acquiring, financing, and owning real estate property to be leased to gaming operators in triple-net lease arrangements[131] - As of March 31, 2021, GLPI's portfolio consisted of interests in 48 gaming and related facilities, 100% occupied, across 16 states[131] - Key lease agreements include the Penn Master Lease, Amended Pinnacle Master Lease, Boyd Master Lease, Belterra Park Lease, Meadows Lease, Amended and Restated Caesars Master Lease, Lumière Place Lease, Morgantown Lease, and Casino Queen Lease[132][133][135][136][138][140][141] - Tenants under triple-net leases are responsible for all facility maintenance, insurance, property taxes, and utilities[144] Recent Developments and Business Outlook The COVID-19 pandemic significantly impacted GLPI's tenants and TRS properties, leading to temporary closures and subsequent strong reopening results, though future performance remains uncertain. GLPI is actively pursuing strategic acquisitions and sale-leaseback opportunities with Bally's, including Tropicana Evansville, Dover Downs, and future properties, expanding its portfolio and lease agreements - COVID-19 caused nationwide casino closures in mid-March 2020, significantly impacting tenants and GLPI's TRS operations. Reopened properties have shown strong performance, but continuation is uncertain[147][148] - GLPI entered agreements to acquire real property assets of Tropicana Evansville and Dover Downs Hotel & Casino from Bally's for $340.0 million and $144.0 million, respectively, to be added to a new Bally's Master Lease with $40.0 million annual rent[148][149] - Subsequent to quarter-end, GLPI agreed to acquire Bally's casino properties in Black Hawk, CO, and Rock Island, IL, for $150 million, generating $12.0 million in incremental rent, and secured a right of first refusal for future Bally's transactions in several states[151] - Bally's plans to acquire GLPI's non-land real estate assets and Penn's equity in Tropicana Las Vegas for $150 million, with GLPI retaining land and entering a 50-year ground lease for $10.5 million annual rent[151] Executive Summary GLPI reported increased total revenues and income from operations for Q1 2021, driven by favorable straight-line rent adjustments, higher percentage rent from the Penn Master Lease, and improved performance at TRS properties due to COVID-19 recovery. This was partially offset by lower ground rents and percentage rents on other leases, and a rent deferral with Casino Queen | Metric | Three Months Ended March 31, 2021 (in millions) | Three Months Ended March 31, 2020 (in millions) | | :----------------------- | :---------------------------------- | :---------------------------------- | | Total revenues | $301.5 | $283.5 | | Income from operations | $200.1 | $186.4 | | Net income | $127.2 | $96.9 | - Total income from real estate increased by $7.1 million, primarily due to $9.5 million in favorable straight-line rent adjustments and $3.2 million higher percentage rent on the Penn Master Lease[151][152] - Revenues for TRS Properties increased by $10.9 million, driven by strong 2021 results and the impact of COVID-19 closures in Q1 2020[151] - Other expenses decreased by $18.8 million due to the absence of $17.3 million in debt extinguishment charges incurred in Q1 2020[151] Critical Accounting Estimates GLPI's critical accounting estimates, including those for leases, income taxes, and real estate investments, involve significant judgment and subjectivity. Management believes current assumptions are appropriate, but actual results could materially differ - Key critical accounting estimates include accounting for leases, income taxes, and real estate investments[153] - No material changes to these estimates occurred for the three months ended March 31, 2021[155] Results of Operations GLPI's Q1 2021 results show a 6.4% increase in total revenues and a 7.4% increase in income from operations year-over-year. This was primarily driven by a $7.1 million increase in real estate income and a $10.9 million increase in TRS segment revenues, coupled with a significant reduction in other expenses due to the absence of prior year debt extinguishment losses | Metric | Three Months Ended March 31, 2021 (in thousands) | Three Months Ended March 31, 2020 (in thousands) | | :----------------------- | :----------------------------------- | :----------------------------------- | | Total revenues | $301,543 | $283,482 | | Total operating expenses | $101,442 | $97,132 | | Income from operations | $200,101 | $186,350 | | Total other expenses | $(70,289) | $(89,137) | | Net income | $127,184 | $96,894 | - Total income from real estate increased by $7.1 million (2.8%), driven by favorable straight-line rent adjustments and higher percentage rent from the Penn Master Lease, partially offset by lower ground rents and other percentage rents[169] - Gaming, food, beverage and other revenue for the TRS segment increased by $10.9 million (40.9%), primarily due to properties being closed in mid-March 2020 due to COVID-19 and strong performance post-reopening[172] - Other expenses decreased by $18.8 million (21.1%) due to the absence of $17.3 million in losses on debt extinguishment recorded in Q1 2020[178][180] FFO, AFFO and Adjusted EBITDA GLPI uses non-GAAP financial measures like FFO, AFFO, and Adjusted EBITDA to assess operating performance. For Q1 2021, all three metrics increased significantly year-over-year, primarily driven by higher net income, increased real estate income, and the absence of debt extinguishment charges from the prior year - FFO, AFFO, and Adjusted EBITDA are non-GAAP measures used to evaluate operating performance, excluding real estate depreciation and other non-cash items[157][159] | Non-GAAP Metric (in thousands) | Three Months Ended March 31, 2021 | Three Months Ended March 31, 2020 | | :----------------------------- | :-------------------------------- | :-------------------------------- | | Funds from operations (FFO) | $183,573 | $151,174 | | Adjusted funds from operations (AFFO) | $195,720 | $188,810 | | Adjusted EBITDA | $266,605 | $258,813 | - GLP Capital segment's FFO, AFFO, and Adjusted EBITDA increased due to higher income from real estate and lower interest expense, while the TRS Properties segment's metrics increased significantly due to recovery from COVID-19 closures[163][165] Liquidity and Capital Resources GLPI's primary liquidity sources are cash flow from operations, bank borrowings, and debt/equity issuances. Net cash from operating activities increased in Q1 2021, while financing activities shifted to a net cash outflow due to dividend payments, contrasting with Q1 2020's significant debt issuance. Capital expenditures were minimal, primarily for TRS properties - Primary liquidity sources are cash flow from operations, bank borrowings, and proceeds from debt and equity securities[182] | Cash Flow Activity (in thousands) | Three Months Ended March 31, 2021 | Three Months Ended March 31, 2020 | | :-------------------------------- | :-------------------------------- | :-------------------------------- | | Net cash provided by operating activities | $205,208 | $198,785 | | Net cash used in investing activities | $(1,044) | $(646) | | Net cash (used in) provided by financing activities | $(161,380) | $334,583 | - The increase in operating cash flow was driven by higher cash receipts from customers and lower cash paid to employees, partially offset by increased interest and operating expense payments[183] - Capital expenditures for TRS Properties were $1.0 million in Q1 2021, mainly for a landside development project at Hollywood Casino Baton Rouge and slot machine equipment[188] ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK GLPI's primary market risk exposure is interest rate risk, mainly from its $5.8 billion indebtedness. While most debt is fixed-rate, variable-rate exposure exists through its Revolver and Term Loan A-2, which are indexed to LIBOR. The company is monitoring the LIBOR transition to SOFR and may use hedging strategies, though REIT provisions limit such activities - GLPI's primary market risk exposure is interest rate risk, with $5,799.8 million in indebtedness at March 31, 2021[206] - Most debt ($5,375.0 million) is fixed-rate, but variable-rate exposure exists through the Revolver and Term Loan A-2, indexed to LIBOR, which is phasing out[204][206] | Debt Type (in thousands) | 2-3 years | 4-5 years | Thereafter | Total | Fair Value (March 31, 2021) | | :----------------------- | :-------- | :-------- | :--------- | :---- | :-------------------------- | | Fixed rate | $500,000 | $1,250,000 | $3,625,000 | $5,375,000 | $5,903,868 | | Variable rate | $424,019 | — | — | $424,019 | $424,019 | ITEM 4. CONTROLS AND PROCEDURES GLPI's management, including its principal executive and financial officers, concluded that the company's disclosure controls and procedures were effective as of March 31, 2021. There were no material changes in internal control over financial reporting during the quarter - Disclosure controls and procedures were evaluated and deemed effective as of March 31, 2021[209] - No material changes in internal control over financial reporting occurred during the fiscal quarter[210] PART II. OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS Information regarding legal proceedings is incorporated by reference from Note 10: Commitments and Contingencies in the condensed consolidated financial statements - Legal proceedings information is incorporated by reference from Note 10 to the condensed consolidated financial statements[212] ITEM 1A. RISK FACTORS Risk factors affecting GLPI's business and financial results are discussed in the company's Annual Report on Form 10-K. No material changes to these risk factors have occurred since the Annual Report - Risk factors are discussed in Part I, Item 1A of the Annual Report on Form 10-K[213] - There have been no material changes in risk factors from those previously disclosed in the Annual Report[213] ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS The Company did not repurchase any shares of common stock or sell any unregistered securities during the three months ended March 31, 2021 - No repurchases of common stock or sales of unregistered securities occurred during Q1 2021[214] ITEM 3. DEFAULTS UPON SENIOR SECURITIES There were no defaults upon senior securities during the reporting period - No defaults upon senior securities[215] ITEM 4. MINE SAFETY DISCLOSURES This item is not applicable to the Company - Mine safety disclosures are not applicable[216] ITEM 5. OTHER INFORMATION No other information is required to be disclosed under this item - No other information is applicable[217] ITEM 6. EXHIBITS This section lists the exhibits filed with the Quarterly Report on Form 10-Q, including subsidiary lists, officer certifications, and financial information formatted in Inline XBRL - Exhibits include a list of subsidiary issuers, officer certifications, and financial information in Inline XBRL format[220] SIGNATURE The report is duly signed on behalf of Gaming and Leisure Properties, Inc. by Peter M. Carlino, Chairman of the Board and Chief Executive Officer (Principal Executive Officer and Principal Financial Officer), on April 30, 2021 - The report was signed by Peter M. Carlino, Chairman of the Board and Chief Executive Officer, on April 30, 2021[224]