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Nasdaq:GLPI

Gaming and Leisure Properties, Inc. Reports Record Fourth Quarter Results, Establishes 2024 Guidance and Announces 2024 First Quarter Dividend of $0.76 Per Share

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WYOMISSING, Pa., Feb. 27, 2024 (GLOBE NEWSWIRE) — Gaming and Leisure Properties, Inc. (NASDAQ: GLPI) (“GLPI” or the “Company”) today announced record results for the fourth quarter and year-ended December 31, 2023.

Financial Highlights

    Three Months Ended December 31, Year Ended December 31,  
(in millions, except per share data)   2023 Actual   2022 Actual 2023 Actual   2022 Actual  
Total Revenue   $ 369.0   $ 336.4 $ 1,440.4   $ 1,311.7  
Income From Operations   $ 295.3   $ 275.5 $ 1,068.7   $ 1,029.9  
Net income   $ 217.3   $ 199.6 $ 755.4   $ 703.3  
FFO (1) (4)   $ 282.2   $ 258.8 $ 1,015.8   $ 887.3  
AFFO (2) (4)   $ 256.6   $ 239.1 $ 1,006.8   $ 924.4  
Adjusted EBITDA (3) (4)   $ 331.4   $ 312.0 $ 1,307.1   $ 1,221.7  
Net income, per diluted common share and OP units (4)   $ 0.78   $ 0.75 $ 2.77   $ 2.70  
FFO, per diluted common share and OP units (4)   $ 1.02   $ 0.97 $ 3.73   $ 3.40  
AFFO, per diluted common share and OP units (4)   $ 0.93   $ 0.89 $ 3.69   $ 3.55  

________________________
(1) Funds from operations (“FFO”) is net income, excluding (gains) or losses from dispositions of property, net of tax and real estate depreciation as defined by NAREIT.

(2) Adjusted Funds from Operations (“AFFO”) is FFO, excluding, as applicable to the particular period, stock based compensation expense; the amortization of debt issuance costs, bond premiums and original issuance discounts; other depreciation; amortization of land rights; accretion on investment in leases, financing receivables; non-cash adjustments to financing lease liabilities; property transfer tax recoveries and impairment charges; straight-line rent adjustments; losses on debt extinguishment; and provision (benefit) for credit losses, net, reduced by capital maintenance expenditures.

(3) Adjusted EBITDA is net income, excluding, as applicable to the particular period, interest, net; income tax expense; real estate depreciation; other depreciation; (gains) or losses from dispositions of property, net of tax; stock based compensation expense; straight-line rent adjustments; amortization of land rights; accretion on investment in leases, financing receivables; non-cash adjustments to financing lease liabilities; property transfer tax recoveries and impairment charges; losses on debt extinguishment; and provision (benefit) for credit losses, net.

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(4) Metrics are presented assuming full conversion of limited partnership units to common shares and therefore before the income statement impact of non-controlling interests.

Peter Carlino, Chairman and Chief Executive Officer of GLPI, commented, “We generated record fourth quarter and full year 2023 results while again increasing our cash dividend as we delivered growth across all key financial metrics for both the quarter and full year. On an operating basis, fourth quarter total revenue rose 9.7% year over year to $369.0 million while AFFO grew 7.3% to $256.6 million. Our record fourth quarter and full year financial results reflect GLPI’s stable base of leading regional gaming operator tenants and recent acquisitions, which we expect will continue to benefit comparisons in 2024 and beyond.  

“Despite macro headwinds, our deep, long-term knowledge of the gaming sector enabled the ongoing expansion and diversification of GLPI’s tenant base, geographic footprint and rental streams in 2023. In 2023 we completed over $1.1 billion of transactions, including over $760.0 million of traditional real estate acquisitions and $337.5 million of loan funding commitments.   In addition, the benefit of transactions completed in 2022 and our early 2023 acquisition of two Bally’s casinos in Rhode Island and Mississippi for $635 million contributed to our record 2023 operating results.   Our third quarter 2023 $100 million ground lease investment with Hard Rock in Illinois includes a $150 million development funding commitment and reflects our ability to partner with tenants to serve as a growth financing source, similar to what we did with PENN Entertainment when we established a new master lease for seven properties, which was effective in early 2023, and established a funding option to allow PENN to pursue four attractive growth opportunities in Illinois, Ohio and Nevada.

“Our active support of our tenants through innovative transaction structures has proven to be mutually beneficial and ongoing conversations with operators over the past year suggest our 2024 pipeline of deals will remain healthy. With our focused operating strategy, GLPI has expanded its tenant roster from just one tenant ten years ago to seven premier tenants across 61 properties in 18 states as of December 31, 2023, up from 57 properties in 17 states at the end of 2022. We kicked off 2024 with the addition of Tioga Downs to our portfolio which brought a new relationship with American Racing to our tenant roster. GLPI entered the year with historically low leverage and significant capital availability to further execute on our strategy of aligning with and supporting leading regional gaming operator tenants by developing innovative transaction structures.   This approach has further elevated GLPI’s role as a leading financing partner for growth funding for casino operators and we are optimistic about a range of growth opportunities that we will pursue in 2024.

“Looking forward, we believe GLPI is well positioned to deliver long-term growth based on our gaming operator relationships, our rights and options to participate in select tenants’ future growth and expansion initiatives, an environment conducive to supporting a healthy pipeline of new deals, and our ability to structure and fund innovative transactions at competitive rates. Ultimately GLPI’s strong relationships and experience are significant differentiators that drive our access to and ability to complete transactions. Our tenants’ strength, combined with GLPI’s balance sheet and liquidity, position the Company to consistently grow its cash flows, raise dividends and build value for shareholders in 2024 and beyond.”

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Recent Developments

  • On February 6, 2024, the Company announced it acquired the real estate assets of Tioga Downs Casino Resort (“Tioga Downs”) in Nichols, NY from American Racing & Entertainment, LLC (“American Racing”) for $175.0 million. Simultaneous with the acquisition, GLPI and American Racing entered into a triple-net master lease agreement for an initial 30-year term. The initial annual rent is $14.5 million and is subject to annual fixed escalations of 1.75% beginning with the first anniversary which increases to 2% beginning in year fifteen of the lease through the remainder of its term. The initial annualized rent coverage ratio for the lease is expected to be over 2.3x.

    Tioga Downs features a 32,600 square foot gaming floor with 895 slots and 29 table games, a 2,500 square foot FanDuel sports book, a 160 room hotel, 5/8-mile harness horse track, 7 food and beverage locations, and a separate 18-hole championship golf course. The property underwent a $130 million expansion beginning in 2016 after it was awarded a Class III casino license by the State of New York.

  • On November 22, 2023, the Company issued $400 million of 6.750% Senior Notes due 2033 (the “Notes”) that were priced at 98.196% of par value and that will mature on December 1, 2033. The Notes are senior unsecured obligations of the Issuers, guaranteed by GLPI. The net proceeds from the offering are intended to be utilized for working capital and general corporate purposes, which may include the acquisition, development and improvement of properties, the repayment of indebtedness, capital expenditures and other general business purposes.
  • In the fourth quarter of 2023, the Company sold 3.88 million shares through its ATM (At-The-Market) program which raised net proceeds of $179.7 million. Subsequent to year-end, the Company sold an additional 0.18 million shares through its ATM program which raised additional net proceeds of $9.0 million.
  • On September 6, 2023, the Company acquired the land and certain improvements at Casino Queen Marquette for $32.72 million. The Casino Queen Master Lease was amended and restated and annual rent was increased by $2.7 million for this acquisition. Additionally, the Company anticipates funding up to $12.5 million of certain construction costs of a landside development project at Casino Queen Marquette.
  • On August 29, 2023, the Company acquired the land associated with the Hard Rock Casino development project in Rockford, IL from an affiliate of 815 Entertainment, LLC (“815 Entertainment”) for $100 million. Simultaneously with the land acquisition, GLPI entered into a ground lease with 815 Entertainment for a 99-year term. The initial annual rent for the ground lease is $8 million, subject to fixed 2% annual escalation beginning with the lease’s first anniversary and for the entirety of its term. (the “Rockford Lease”).
  • In addition to the Rockford Lease, GLPI also committed to provide up to $150 million of development funding (of which $40 million was funded as of December 31, 2023) via a senior secured delayed draw term loan (the “Rockford Loan”). Any borrowings under the Rockford Loan will be subject to an interest rate of 10%. The Rockford Loan has a maximum outstanding period of up to six years (five-year initial term with a one-year extension). The Rockford Loan is prepayable without penalty following the opening of the Hard Rock Casino in Rockford, IL, which is expected in September 2024. The Rockford Loan advances are subject to typical construction lending terms and conditions. The Company also received a right of first refusal on the building improvements of the Hard Rock Casino in Rockford, IL if there is a future decision to sell them once completed.
  • On August 24, 2023, the Company’s landside development project at The Queen Baton Rouge opened to the public. Rent under the Casino Queen Master Lease was adjusted to reflect a yield of 8.25% on GLPI’s project costs of $77 million.
  • On May 13, 2023, the Company, Tropicana Las Vegas, Inc., a Nevada corporation and wholly owned subsidiary of Bally’s Corporation (NYSE: BALY) (“Bally’s”), and Athletics Holdings LLC (“Athletics”), which owns the Major League Baseball (“MLB”) team currently known as the Oakland Athletics (the “Team”), entered into a binding letter of intent (the “LOI”) setting forth the terms for developing a stadium that would serve as the home venue for the Team (the “Stadium”). The Stadium is expected to complement the potential resort redevelopment envisioned at our 35-acre property in Clark County, Nevada (the “Tropicana Site”), owned indirectly by GLPI through its indirect subsidiary Tropicana Land LLC, a Nevada limited liability company, and leased by GLPI to Bally’s pursuant to that certain Ground Lease dated as of September 26, 2022 (the “Original Ground Lease”). The LOI allows for Athletics to be granted fee ownership by GLPI of approximately 9 acres of the Tropicana Site for construction of the Stadium. The LOI provides that following the Stadium site transfer, there will be no reduction in the rent obligations of Bally’s on the remaining portion of the Tropicana Site or other modifications to the Original Ground Lease, and that to the extent GLPI has any consent or approval rights under the Original Ground Lease, such rights shall remain enforceable unless expressly modified in writing in the definitive documents. Bally’s and GLPI are agreeing to provide the Stadium site transfer in exchange for the benefits that the Stadium is expected to bring to the Tropicana Site. The LOI provides that the Athletics shall pay all the costs associated with the design, development, and construction of the Stadium and Bally’s shall pay all costs for the redevelopment of the casino and hotel resort amenities. GLPI is expected to commit to up to $175 million of funding for hard construction costs, such as demolition and site preparation and build out of minimum public spaces needed for utilization of the Stadium. The LOI provides that during the development period, rent will be due at 8.5% of what has been funded, provided that the first $15.0 million advanced for the costs of construction of the food, beverage and retail entrance plaza shall not be subject to increased rent. GLPI may have the opportunity to fund additional amounts of the construction under certain circumstances. In addition, the LOI provides that the transaction will be subject to customary approvals and other conditions, including, without limitation, approval of a master plan for the site and certain approvals by the Nevada Gaming Control Board and Nevada Gaming Commission.
  • On January 13, 2023, the Company called for redemption of all of its $500 million, 5.375% Senior Notes (the “Notes”) due in 2023. GLPI redeemed all of the Notes on February 12, 2023 (the “Redemption Date”) for $507.5 million which represented 100% of the principal amount of the Notes plus accrued interest through the Redemption Date. GLPI funded the redemption of the Notes primarily from cash on hand as well as through the settlement of the Company’s forward sale agreement which resulted in net proceeds of $64.6 million through the issuance of 1,284,556 shares.
  • On January 3, 2023, the Company completed its previously announced acquisition from Bally’s of the real property assets of Bally’s Tiverton and Hard Rock Hotel & Casino Biloxi for total consideration of $635 million, inclusive of approximately $15 million in the form of OP units. These properties were added to the Company’s existing Master Lease with Bally’s. The initial rent for the lease was increased by $48.5 million on an annualized basis, subject to contractual escalations based on the Consumer Price Index (“CPI”), with a 1% floor and a 2% ceiling, subject to CPI meeting a 0.5% threshold.

    In connection with the closing, a $200 million deposit funded by GLPI in September 2022 was returned to the Company along with a $9.0 million transaction fee that was accounted for as a reduction of the purchase price of the assets acquired with no earnings impact. Concurrent with the closing, GLPI borrowed $600 million under its previously structured delayed draw term loan.

    GLPI continues to have the option, subject to receipt by Bally’s of required consents to acquire the real property assets of Bally’s Twin River Lincoln Casino Resort in Lincoln, RI prior to December 31, 2026, for a purchase price of $771 million which, if consummated, would result in additional initial rent of $58.8 million.

  • Effective January 1, 2023, the Company completed the creation of a new master lease (the “PENN 2023 Master Lease”) with PENN Entertainment, Inc. (NASDAQ: PENN) (“PENN”) for seven of PENN’s current properties. The Company and PENN also agreed to a funding mechanism to support PENN’s relocation and development opportunities at several properties included in the PENN 2023 Master Lease.

    The original PENN Master Lease was amended (the “Amended PENN Master Lease”) to remove PENN’s properties in Aurora and Joliet, Illinois, Columbus and Toledo, Ohio, and Henderson, Nevada. Those properties were added to the PENN 2023 Master Lease. In addition, the existing leases for the Hollywood Casino at The Meadows in Pennsylvania and Hollywood Casino Perryville in Maryland were terminated and these properties were transferred to the PENN 2023 Master Lease. GLPI agreed to fund up to $225 million for the relocation of PENN’s riverboat casino in Aurora at a 7.75% cap rate. GLPI also agreed to fund, at PENN’s election, up to an additional $350 million for the relocation of Hollywood Casino Joliet as well as the construction of a hotel at Hollywood Casino Columbus and a second hotel tower at the M Resort Spa Casino in Henderson, Nevada, at the then current market rates.

    The terms of the PENN 2023 Master Lease and the Amended PENN Master Lease are substantially similar to the original PENN Master Lease with the following key differences;

    • The PENN 2023 Master Lease is cross-defaulted and co-terminus with the Amended PENN Master Lease;
    • The annual rent for the PENN 2023 Master Lease is $232.2 million in base rent which is fixed with annual escalation of 1.50%, with the first escalation occurring for the lease year beginning on November 1, 2023; and,
    • The annual rent for the Amended PENN Master Lease is $284.1 million, consisting of $208.2 million of building base rent, $43.0 million of land base rent, and $32.9 million of percentage rent.

Dividends

On November 22, 2023, the Company’s Board of Directors declared a fourth quarter dividend of $0.73 per share on the Company’s common stock. The dividend was paid on December 22, 2023 to shareholders of record on December 8, 2023.

On February 26, 2024, the Company’s Board of Directors declared a first quarter dividend of $0.76 per share on the Company’s common stock that will be payable on March 29, 2024 to shareholders of record on March 15, 2024.

2024 Guidance

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Reflecting the current operating and competitive environment, the Company is providing AFFO guidance for the full year 2024 based on the following assumptions and other factors:

  • The guidance does not include the impact on operating results from any possible future acquisitions or dispositions, future capital markets activity, or other future non-recurring transactions.
  • The guidance assumes there will be no material changes in applicable legislation, regulatory environment, world events, including weather, recent consumer trends, economic conditions, oil prices, competitive landscape or other circumstances beyond our control that may adversely affect the Company’s results of operations.

The Company estimates AFFO for the year ending December 31, 2024 will be between $1,041 million and $1,050 million, or between $3.70 and $3.74 per diluted share and OP units.    

The Company does not provide a reconciliation for non-GAAP estimates on a forward-looking basis, including the information above, where it is unable to provide a meaningful or accurate calculation or estimation of reconciling items and the information is not available without unreasonable effort.   This is due to the inherent difficulty of forecasting the timing and/or amounts of various items that would impact net income, which is the most directly comparable forward-looking GAAP financial measure. This includes, for example, provision for credit losses, net, and other non-core items that have not yet occurred, are out of the Company’s control and/or cannot be reasonably predicted.   For the same reasons, the Company is unable to address the probable significance of the unavailable information.   In particular, the Company is unable to predict with reasonable certainty the amount of the change in the provision for credit losses, net, under ASU No. 2016-13 – Financial Instruments – Credit Losses (“ASC 326”) in future periods.   The non-cash change in the provision for credit losses under ASC 326 with respect to future periods is dependent upon future events that are entirely outside of the Company’s control and may not be reliably predicted, including the performance and future outlook of our tenant’s operations for our leases that are accounted for as investment in leases, financing receivables, as well as broader macroeconomic factors and future predictions of such factors.   As a result, forward-looking non-GAAP financial measures provided without the most directly comparable GAAP financial measures may vary materially from the corresponding GAAP financial measures.     

Portfolio Update

GLPI’s primary business consists of acquiring, financing, and owning real estate property to be leased to gaming operators in triple-net lease arrangements. As of December 31, 2023, GLPI’s portfolio consisted of interests in 61 gaming and related facilities, including the real property associated with 34 gaming and related facilities operated by PENN, the real property associated with 6 gaming and related facilities operated by Caesars Entertainment, Inc. (NASDAQ: CZR) (“Caesars”), the real property associated with 4 gaming and related facilities operated by Boyd Gaming Corporation (NYSE: BYD) (“Boyd”), the real property associated with 9 gaming and related facilities operated by Bally’s, the real property associated with 3 gaming and related facilities operated by The Cordish Companies (“Cordish”), the real property associated with 4 gaming and related facilities operated by Casino Queen and 1 gaming facility under construction that upon opening is intended to be managed by Hard Rock International (“Hard Rock”). These facilities are geographically diversified across 18 states and contain approximately 28.7 million square feet of improvements.

Conference Call Details

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The Company will hold a conference call on February 28, 2024 at 10:00 a.m. (Eastern Time) to discuss its financial results, current business trends and market conditions.

To Participate in the Telephone Conference Call:
Dial in at least five minutes prior to start time.
Domestic: 1-877/407-0784
International: 1-201/689-8560

Conference Call Playback:
Domestic: 1-844/512-2921
International: 1-412/317-6671
Passcode: 13743663
The playback can be accessed through Wednesday, March 6, 2024.

Webcast
The conference call will be available in the Investor Relations section of the Company’s website at www.glpropinc.com. To listen to a live broadcast, go to the site at least 15 minutes prior to the scheduled start time in order to register, download and install any necessary software. A replay of the call will also be available for 90 days thereafter on the Company’s website.        

 
GAMING AND LEISURE PROPERTIES, INC. AND SUBSIDIARIES
Consolidated Statements of Operations
(in thousands, except per share data) (unaudited)
 
  Three Months Ended December 31,   Year Ended December 31,
    2023       2022       2023       2022  
Revenues              
Rental income $ 327,948     $ 299,246     $ 1,286,358     $ 1,173,376  
Income from investment in leases, financing receivables   40,059       37,142       152,990       138,309  
Interest income from real estate loans   1,022             1,044        
Total income from real estate   369,029       336,388       1,440,392       1,311,685  
               
Operating expenses              
Land rights and ground lease expense   11,804       11,870       48,116       49,048  
General and administrative   13,761       11,315       56,450       51,319  
Gains from dispositions of property               (22 )     (67,481 )
Property transfer tax recovery and impairment charge               (2,187 )     3,298  
Depreciation   65,739       59,708       262,870       238,688  
(Benefit) provision for credit losses, net   (17,551 )     (21,961 )     6,461       6,898  
Total operating expenses   73,753       60,932       371,688       281,770  
Income from operations   295,276       275,456       1,068,704       1,029,915  
               
Other income (expenses)              
Interest expense   (82,869 )     (76,538 )     (323,388 )     (309,291 )
Interest income   5,806       1,293       12,607       1,905  
Losses on debt extinguishment               (556 )     (2,189 )
Total other expenses   (77,063 )     (75,245 )     (311,337 )     (309,575 )
               
Income before income taxes   218,213       200,211       757,367       720,340  
Income tax expense   957       624       1,997       17,055  
Net income $ 217,256     $ 199,587     $ 755,370     $ 703,285  
Net income attributable to non-controlling interest in the Operating Partnership   (5,964 )     (5,470 )     (21,087 )     (18,632 )
Net income attributable to common shareholders $ 211,292     $ 194,117     $ 734,283     $ 684,653  
               
Earnings per common share:              
Basic earnings attributable to common shareholders $ 0.79     $ 0.75     $ 2.78     $ 2.71  
Diluted earnings attributable to common shareholders $ 0.78     $ 0.75     $ 2.77     $ 2.70  

  

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GAMING AND LEISURE PROPERTIES, INC. AND SUBSIDIARIES
Current Year Revenue Detail
(in thousands) (unaudited)
 
Three Months Ended December 31, 2023 Building base rent Land base rent Percentage rent and other rental revenue Interest income on real estate loans Total cash income Straight-line rent adjustments Ground rent in revenue Accretion on financing leases Total income from real estate
Amended Penn Master Lease $ 52,743 $ 10,759 $ 6,936   $ $ 70,438 $ 2,210   $ 569 $ $ 73,217
PENN 2023 Master Lease   58,623     (114 )     58,509   5,912         64,421
Amended Pinnacle Master Lease   60,277   17,814   7,163       85,254   1,858     2,169     89,281
PENN Morgantown     774         774           774
Caesars Master Lease   16,021   5,933         21,954   2,196     331     24,481
Horseshoe St Louis Lease   5,918           5,918   398         6,316
Boyd Master Lease   20,068   2,947   2,566       25,581   574     432     26,587
Boyd Belterra Lease   709   474   472       1,655   151         1,806
Bally’s Master Lease   25,892           25,892       2,627     28,519
Maryland Live! Lease   18,750           18,750       2,143   3,467   24,360
Pennsylvania Live! Master Lease   12,500           12,500       306   2,297   15,103
Casino Queen Master Lease   7,842           7,842   137         7,979
Tropicana Las Vegas Lease     2,677         2,677           2,677
Rockford Lease     2,000         2,000         486   2,486
Rockford Loan           1,022   1,022           1,022
Total $ 279,343 $ 43,378 $ 17,023   $ 1,022 $ 340,766 $ 13,436   $ 8,577 $ 6,250 $ 369,029
                   
                   
Year Ended December 31, 2023 Building base rent Land base rent Percentage rent and other rental revenue Interest income on real estate loans Total cash income Straight-line rent adjustments Ground rent in revenue Accretion on financing leases Total income from real estate
Amended Penn Master Lease $ 208,889 $ 43,035 $ 29,977     $ 281,901 $ (7,610 ) $ 2,304 $ $ 276,595
PENN 2023 Master Lease   232,750     (312 )     232,438   25,388         257,826
Amended Pinnacle Master Lease   239,532   71,256   28,655       339,443   7,432     8,255     355,130
PENN Morgantown     3,092         3,092           3,092
Caesars Master Lease   63,493   23,729         87,222   9,378     1,449     98,049
Horseshoe St Louis Lease   23,451           23,451   1,813         25,264
Boyd Master Lease   79,748   11,786   10,263       101,797   2,296     1,729     105,822
Boyd Belterra Lease   2,819   1,894   1,889       6,602   605         7,207
Bally’s Master Lease   102,438           102,438       10,964     113,402
Maryland Live! Lease   75,000           75,000       8,450   13,503   96,953
Pennsylvania Live! Master Lease   50,000           50,000       1,237   8,908   60,145
Casino Queen Master Lease   25,373           25,373   579         25,952
Tropicana Las Vegas Lease     10,555         10,555           10,555
Rockford Lease     2,711         2,711         645   3,356
Rockford Loan           1,044   1,044           1,044
Total $ 1,103,493 $ 168,058 $ 70,472   $ 1,044 $ 1,343,067 $ 39,881   $ 34,388 $ 23,056 $ 1,440,392

        

 
Reconciliation of Net income (GAAP) to FFO, FFO to AFFO, and AFFO to Adjusted EBITDA
Gaming and Leisure Properties, Inc. and Subsidiaries
CONSOLIDATED
(in thousands, except per share and share data) (unaudited)
 
  Three Months Ended December 31,   Year Ended December 31,
    2023       2022       2023       2022  
Net income $ 217,256     $ 199,587     $ 755,370     $ 703,285  
Gains from dispositions of property, net of tax               (22 )     (52,844 )
Real estate depreciation   64,946       59,240       260,440       236,809  
Funds from operations $ 282,202     $ 258,827     $ 1,015,788     $ 887,250  
Straight-line rent adjustments   (13,436 )     (2,772 )     (39,881 )     (4,294 )
Other depreciation   793       468       2,430       1,879  
Amortization of land rights   3,276       3,289       13,554       15,859  
Amortization of debt issuance costs, bond premiums and original issuance discounts   2,545       2,377       9,857       9,975  
Accretion on investment in leases, financing receivables   (6,250 )     (5,339 )     (23,056 )     (19,442 )
Non-cash adjustment to financing lease liabilities   122       123       469       483  
Stock based compensation   4,914       4,183       22,873       20,427  
Losses on debt extinguishment               556       2,189  
Property transfer tax recovery and impairment charge               (2,187 )     3,298  
(Benefit)/provision for credit losses, net   (17,551 )     (21,961 )     6,461       6,898  
Capital maintenance expenditures (1)   (42 )     (57 )     (67 )     (159 )
Adjusted funds from operations $ 256,573     $ 239,138     $ 1,006,797     $ 924,363  
Interest, net (2)   76,383       74,570       308,090       304,703  
Income tax expense   957       624       1,997       2,418  
Capital maintenance expenditures (1)   42       57       67       159  
Amortization of debt issuance costs, bond premiums and original issuance discounts   (2,545 )     (2,377 )     (9,857 )     (9,975 )
Adjusted EBITDA $ 331,410     $ 312,012     $ 1,307,094     $ 1,221,668  
               
Net income, per diluted common shares and OP units $ 0.78     $ 0.75     $ 2.77     $ 2.70  
FFO, per diluted common share and OP units $ 1.02     $ 0.97     $ 3.73     $ 3.40  
AFFO, per diluted common share and OP units $ 0.93     $ 0.89     $ 3.69     $ 3.55  
               
Weighted average number of common shares and OP units outstanding              
Diluted common shares   269,652,162       260,365,257       264,992,926       253,846,475  
OP units   7,653,326       7,366,683       7,651,755       6,878,857  
Diluted common shares and OP units   277,305,488       267,731,940       272,644,681       260,725,332  

(1) Capital maintenance expenditures are expenditures to replace existing fixed assets with a useful life greater than one year that are obsolete, worn out or no longer cost effective to repair.

(2) Excludes a non-cash interest expense gross up related to the ground lease for the Live! Maryland property.        

 
Reconciliation of Cash Net Operating Income
Gaming and Leisure Properties, Inc. and Subsidiaries
CONSOLIDATED
(in thousands, except per share and share data) (unaudited)
 
  Three Months Ended December 31, 2023   Year Ended December 31, 2023
Adjusted EBITDA $ 331,410     $ 1,307,094  
General and administrative expenses   13,761       56,450  
Stock based compensation   (4,914 )     (22,873 )
Cash net operating income (1)   340,257       1,340,671  

________________________
(1) Cash net operating income is rental and other property income less cash property level expenses.

 
Gaming and Leisure Properties, Inc. and Subsidiaries
Consolidated Balance Sheets
(in thousands, except share and per share data)
 
  December 31, 2023   December 31, 2022
       
Assets      
Real estate investments, net $ 8,168,792     $ 7,707,935  
Investment in leases, financing receivables, net   2,023,606       1,903,195  
Real estate loans, net   39,036        
Right-of-use assets and land rights   835,524       834,067  
Cash and cash equivalents   683,983       239,083  
Other assets   55,717       246,106  
Total assets $ 11,806,658     $ 10,930,386  
       
Liabilities      
Accounts payable and accrued expenses $ 7,011     $ 6,561  
Accrued interest   83,112       82,297  
Accrued salaries and wages   7,452       6,742  
Operating lease liabilities   196,853       181,965  
Financing lease liability   54,261       53,792  
Long-term debt, net of unamortized debt issuance costs, bond premiums and original issuance discounts   6,627,550       6,128,468  
Deferred rental revenue   284,893       324,774  
Other liabilities   36,572       27,691  
Total liabilities   7,297,704       6,812,290  
       
Equity      
    00      
Preferred stock ($.01 par value, 50,000,000 shares authorized, no shares issued or outstanding at December 31, 2023 and December 31, 2022)          
Common stock ($.01 par value, 500,000,000 shares authorized, 270,922,719 shares and 260,727,030 shares issued and outstanding at December 31, 2023 and December 31, 2022, respectively)   2,709       2,607  
Additional paid-in capital   6,052,109       5,573,567  
Retained deficit   (1,897,913 )     (1,798,216 )
Total equity attributable to Gaming and Leisure Properties   4,156,905       3,777,958  
Noncontrolling interests in GLPI’s Operating Partnership (7,653,326 units and 7,366,683 units outstanding at December 31, 2023 and December 31, 2022, respectively)   352,049       340,138  
Total equity   4,508,954       4,118,096  
Total liabilities and equity $ 11,806,658     $ 10,930,386  


Debt Capitalization

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The Company’s debt structure as of December 31, 2023 was as follows:

       
    Years to Maturity Interest Rate   Balance
          (in thousands)
Unsecured $1,750 Million Revolver Due May 2026   %      
Term Loan Credit Facility Due September 2027   3.7 6.757 %     600,000  
Senior Unsecured Notes Due September 2024   0.7 3.350 %     400,000  
Senior Unsecured Notes Due June 2025   1.4 5.250 %     850,000  
Senior Unsecured Notes Due April 2026   2.3 5.375 %     975,000  
Senior Unsecured Notes Due June 2028   4.4 5.750 %     500,000  
Senior Unsecured Notes Due January 2029   5.0 5.300 %     750,000  
Senior Unsecured Notes Due January 2030   6.0 4.000 %     700,000  
Senior Unsecured Notes Due January 2031   7.0 4.000 %     700,000  
Senior Unsecured Notes Due January 2032   8.0 3.250 %     800,000  
Senior Unsecured Notes Due December 2033   9.9 6.750 %     400,000  
Other   2.7 4.780 %     434  
Total long-term debt           6,675,434  
Less: unamortized debt issuance costs, bond premiums and original issuance discounts           (47,884 )
Total long-term debt, net of unamortized debt issuance costs, bond premiums and original issuance discounts         $ 6,627,550  
Weighted average   4.7 4.921 %    
           

________________________

 


Rating Agency Update – Issue Rating

  Rating Agency   Rating  
  Standard & Poor’s   BBB-  
  Fitch   BBB-  
  Moody’s   Ba1  

Properties

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Description Location Date Acquired Tenant/Operator
Amended PENN Master Lease (14 Properties)      
Hollywood Casino Lawrenceburg Lawrenceburg, IN 11/1/2013 PENN
Argosy Casino Alton Alton, IL 11/1/2013 PENN
Hollywood Casino at Charles Town Races Charles Town, WV 11/1/2013 PENN
Hollywood Casino at Penn National Race Course Grantville, PA 11/1/2013 PENN
Hollywood Casino Bangor Bangor, ME 11/1/2013 PENN
Zia Park Casino Hobbs, NM 11/1/2013 PENN
Hollywood Casino Gulf Coast Bay St. Louis, MS 11/1/2013 PENN
Argosy Casino Riverside Riverside, MO 11/1/2013 PENN
Hollywood Casino Tunica Tunica, MS 11/1/2013 PENN
Boomtown Biloxi Biloxi, MS 11/1/2013 PENN
Hollywood Casino St. Louis Maryland Heights, MO 11/1/2013 PENN
Hollywood Gaming Casino at Dayton Raceway Dayton, OH 11/1/2013 PENN
Hollywood Gaming Casino at Mahoning Valley Race Track Youngstown, OH 11/1/2013 PENN
1st Jackpot Casino Tunica, MS 5/1/2017 PENN
PENN 2023 Master Lease (7 Properties)      
Hollywood Casino Aurora Aurora, IL 11/1/2013 PENN
Hollywood Casino Joliet Joliet, IL 11/1/2013 PENN
Hollywood Casino Toledo Toledo, OH 11/1/2013 PENN
Hollywood Casino Columbus Columbus, OH 11/1/2013 PENN
M Resort Henderson, NV 11/1/2013 PENN
Hollywood Casino at the Meadows Washington, PA 9/9/2016 PENN
Hollywood Casino Perryville Perryville, MD 7/1/2021 PENN
Amended Pinnacle Master Lease (12 Properties)      
Ameristar Black Hawk Black Hawk, CO 4/28/2016 PENN
Ameristar East Chicago East Chicago, IN 4/28/2016 PENN
Ameristar Council Bluffs Council Bluffs, IA 4/28/2016 PENN
L’Auberge Baton Rouge Baton Rouge, LA 4/28/2016 PENN
Boomtown Bossier City Bossier City, LA 4/28/2016 PENN
L’Auberge Lake Charles Lake Charles, LA 4/28/2016 PENN
Boomtown New Orleans New Orleans, LA 4/28/2016 PENN
Ameristar Vicksburg Vicksburg, MS 4/28/2016 PENN
River City Casino & Hotel St. Louis, MO 4/28/2016 PENN
Jackpot Properties (Cactus Petes and Horseshu) Jackpot, NV 4/28/2016 PENN
Plainridge Park Casino Plainridge, MA 10/15/2018 PENN
Caesars Master Lease (5 Properties)      
Tropicana Atlantic City Atlantic City, NJ 10/1/2018 CZR
Tropicana Laughlin Laughlin, NV 10/1/2018 CZR
Trop Casino Greenville Greenville, MS 10/1/2018 CZR
Isle Casino Hotel Bettendorf Bettendorf, IA 12/18/2020 CZR
Isle Casino Hotel Waterloo Waterloo, IA 12/18/2020 CZR
Boyd Master Lease (3 Properties)      
Belterra Casino Resort Florence, IN 4/28/2016 BYD
Ameristar Kansas City Kansas City, MO 4/28/2016 BYD
Ameristar St. Charles St. Charles, MO 4/28/2016 BYD
Bally’s Master Lease (8 Properties)      
Tropicana Evansville Evansville, IN 6/3/2021 BALY
Bally’s Dover Casino Resort Dover, DE 6/3/2021 BALY
Black Hawk (Black Hawk North, West and East casinos) Black Hawk, CO 4/1/2022 BALY
Quad Cities Casino & Hotel Rock Island, IL 4/1/2022 BALY
Bally’s Tiverton Hotel & Casino Tiverton, RI 1/3/2023 BALY
Hard Rock Casino and Hotel Biloxi Biloxi, MS 1/3/2023 BALY
Casino Queen Master Lease (4 Properties)      
DraftKings at Casino Queen East St. Louis, IL 1/23/2014 Casino Queen
The Queen Baton Rouge Baton Rouge, LA 12/17/2021 Casino Queen
Casino Queen Marquette Marquette, IA 9/6/2023 Casino Queen
Belle of Baton Rouge Baton Rouge, LA 10/1/2018 Casino Queen
Pennsylvania Live! Master Lease (2 Properties)      
Live! Casino & Hotel Philadelphia Philadelphia, PA 3/1/2022 Cordish
Live! Casino Pittsburgh Greensburg, PA 3/1/2022 Cordish
       
Single Asset Leases      
Belterra Park Gaming & Entertainment Center Cincinnati, OH 10/15/2018 BYD
Horseshoe St. Louis St. Louis, MO 10/1/2018 CZR
Hollywood Casino Morgantown Morgantown, PA 10/1/2020 PENN
Live! Casino & Hotel Maryland Hanover, MD 12/29/2021 Cordish
Tropicana Las Vegas Las Vegas, NV 4/16/2020 BALY
Rockford Rockford, IL 8/29/2023 815 ENT Lease (1)
(1) Managed by Hard Rock      

Lease Information

    Master Leases      
  PENN 2023 Master Lease Amended PENN Master Lease PENN Amended Pinnacle Master Lease Caesars Amended and Restated Master Lease Boyd Master Lease Bally’s Master Lease Casino Queen Master Lease Pennsylvania Live! Master Lease operated by Cordish
Property Count 7 14 12 5 3 8 4 2
Number of States Represented 5 9 8 4 2 6 3 1
Commencement Date 1/1/2023 11/1/2013 4/28/2016 10/1/2018 10/15/2018 6/3/2021 12/17/2021 3/1/2022
Lease Expiration Date 10/31/2033 10/31/2033 4/30/2031 9/30/2038 04/30/2026 06/02/2036 12/31/2036 2/28/2061
Remaining Renewal Terms 15 (3×5 years) 15 (3×5 years) 20 (4×5 years) 20 (4×5 years) 25 (5×5 years) 20 (4×5 years) 20 (4×5 years) 21 (1 X 11 years, 1 X 10 years)
Corporate Guarantee Yes Yes Yes Yes No Yes Yes No
Master Lease with Cross Collateralization Yes Yes Yes Yes Yes Yes Yes Yes
Technical Default Landlord Protection Yes Yes Yes Yes Yes Yes Yes Yes
Default Adjusted Revenue to Rent Coverage 1.1 1.1 1.2 1.2 1.4 1.2 1.4 1.4
Competitive Radius Landlord Protection Yes Yes Yes Yes Yes Yes Yes Yes
Escalator Details                
Yearly Base Rent Escalator Maximum 1.5% (1) 2% 2% (2) 2% (3) (4) 1.75 (5)
Coverage ratio at September 30, 2023 (6) 1.95 2.28 2.01 2.18 2.75 2.23 2.21 2.28
Minimum Escalator Coverage Governor N/A 1.8 1.8 N/A 1.8 N/A N/A N/A
Yearly Anniversary for Realization November November May October May June December March 2024
Percentage Rent Reset Details                
Reset Frequency N/A 5 years 2 years N/A 2 years N/A N/A N/A
Next Reset N/A November 2028 May 2024 N/A May 2024 N/A N/A N/A

(1)  In addition to the annual escalation, a one-time annualized increase of $1.4 million occurs on November 1, 2027.

(2)  Building base rent will be increased by 1.25% annually in the 5th and 6th lease year, 1.75% in the 7th and 8th lease year, and 2% in the 9th lease year and each year thereafter.

(3)  If the CPI increase is at least 0.5% for any lease year, then the rent shall increase by the greater of 1% of the rent as of the immediately preceding lease year and the CPI increase capped at 2%. If the CPI is less than 0.5% for such lease year, then the rent shall not increase for such lease year.

(4)  Rent increases by 0.5% for the first six years. Beginning in the seventh lease year through the remainder of the lease term, if the CPI increases by at least 0.25% for any lease year then annual rent shall be increased by 1.25%, and if the CPI is less than 0.25% then rent will remain unchanged for such lease year.

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(5)  Effective on the second anniversary of the commencement date of the lease.

(6)  Information with respect to our tenants’ rent coverage over the trailing twelve months was provided by our tenants as of September 30, 2023. The PENN 2023 Master Lease and Amended Penn Master Lease were calculated on a proforma basis. GLPI has not independently verified the accuracy of the tenants’ information and therefore makes no representation as to its accuracy.

Lease Information

    Single Property Leases      
  Belterra Park Lease operated by Boyd Horseshoe St. Louis Lease operated by CZR Morgantown Ground Lease operated by PENN Live! Casino & Hotel Maryland operated by Cordish Tropicana Las Vegas Ground Lease operated by BALY Hard Rock Rockford Ground Lease managed by Hard Rock
Commencement Date 10/15/2018 9/29/2020 10/1/2020 12/29/2021 9/26/2022 8/29/2023
Lease Expiration Date 04/30/2026 10/31/2033 10/31/2040 12/31/2060 9/25/2072 8/31/2122
Remaining Renewal Terms 25 (5×5 years) 20 (4×5 years) 30 (6×5 years) 21 (1 x 11 years, 1 x 10 years) 49 (1 x 24 years, 1 x 25 years) None
Corporate Guarantee No Yes Yes No Yes No
Technical Default Landlord Protection Yes Yes Yes Yes Yes Yes
Default Adjusted Revenue to Rent Coverage 1.4 1.2 N/A 1.4 1.4 1.4
Competitive Radius Landlord Protection Yes Yes N/A Yes Yes Yes
Escalator Details            
Yearly Base Rent Escalator Maximum 2% 1.25% (1) 1.5% (2) 1.75% (3) (4) 2%
Coverage ratio at September 30, 2023 (5) 3.59 2.27 N/A 3.60 N/A N/A
Minimum Escalator Coverage Governor 1.8 N/A N/A N/A N/A N/A
Yearly Anniversary for Realization May October December January 2024 October September
Percentage Rent Reset Details            
Reset Frequency 2 years N/A N/A N/A N/A N/A
Next Reset May 2024 N/A N/A N/A N/A N/A

(1)  For the second through fifth lease years, after which time the annual escalation becomes 1.75% for the 6th and 7th lease years and then 2% for the remaining term of the lease.

(2)  Increases by 1.5% on the opening date (which occurred on December 22, 2021) and for the first three lease years. Commencing on the fourth anniversary of the opening date and for each anniversary thereafter, if the CPI increase is at least 0.5% for any lease year, the rent for such lease year shall increase by 1.25% of rent as of the immediately preceding lease year, and if the CPI increase is less than 0.5% for such lease year, then the rent shall not increase for such lease year.

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(3)  Effective on the second anniversary of the commencement date of the lease.

(4)  If the CPI increase is at least 0.5% for any lease year, then the rent shall increase by the greater of 1% of the rent as of the immediately preceding lease year and the CPI increase capped at 2%. If the CPI is less than 0.5% for such lease year, then the rent shall not increase for such lease year.

(5)  Information with respect to our tenants’ rent coverage over the trailing twelve months was provided by our tenants as of September 30, 2023. GLPI has not independently verified the accuracy of the tenants’ information and therefore makes no representation as to its accuracy.

Disclosure Regarding Non-GAAP Financial Measures

FFO, FFO per diluted common share and OP units, AFFO, AFFO per diluted common share and OP units, Adjusted EBITDA and Cash Net Operating Income (“Cash NOI”), which are detailed in the reconciliation tables that accompany this release, are used by the Company as performance measures for benchmarking against the Company’s peers and as internal measures of business operating performance, which is used for a bonus metric. These metrics are presented assuming full conversion of limited partnership units to common shares and therefore before the income statement impact of non-controlling interests. The Company believes FFO, FFO per diluted common share and OP units, AFFO, AFFO per diluted common share and OP units, Adjusted EBITDA and Cash NOI provide a meaningful perspective of the underlying operating performance of the Company’s current business.  This is especially true since these measures exclude real estate depreciation and we believe that real estate values fluctuate based on market conditions rather than depreciating in value ratably on a straight-line basis over time. Cash NOI is rental and other property income, less cash property level expenses. Cash NOI excludes depreciation, the amortization of land rights, real estate general and administrative expenses, other non-routine costs and the impact of certain generally accepted accounting principles (“GAAP”) adjustments to rental revenue, such as straight-line rent adjustments and non-cash ground lease income and expense. It is management’s view that Cash NOI is a performance measure used to evaluate the operating performance of the Company’s real estate operations and provides investors relevant and useful information because it reflects only income and operating expense items that are incurred at the property level and presents them on an unleveraged basis.

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FFO, FFO per diluted common share and OP units, AFFO, AFFO per diluted common share and OP units, Adjusted EBITDA and Cash NOI are non-GAAP financial measures that are considered supplemental measures for the real estate industry and a supplement to GAAP measures. NAREIT defines FFO as net income (computed in accordance with GAAP), excluding (gains) or losses from dispositions of property, net of tax and real estate depreciation.  We have defined AFFO as FFO excluding, as applicable to the particular period, stock based compensation expense, the amortization of debt issuance costs, bond premiums and original issuance discounts, other depreciation, the amortization of land rights, accretion on investment in leases, financing receivables, non-cash adjustments to financing lease liabilities, property transfer tax recoveries and impairment charges, straight-line rent adjustments, losses on debt extinguishment, and provision (benefit) for credit losses, net, reduced by capital maintenance expenditures. We have defined Adjusted EBITDA as net income excluding, as applicable to the particular period, interest, net, income tax expense, real estate depreciation, other depreciation, (gains) or losses from dispositions of property, net of tax, stock based compensation expense, straight-line rent adjustments, the amortization of land rights, accretion on investment in leases, financing receivables, non-cash adjustments to financing lease liabilities, property transfer tax recoveries and impairment charges, losses on debt extinguishment, and provision (benefit) for credit losses, net. Finally, we have defined Cash NOI as Adjusted EBITDA excluding general and administrative expenses and including, as applicable to the particular period, stock based compensation expense and (gains) or losses from dispositions of property.

FFO, FFO per diluted common share and OP units, AFFO, AFFO per diluted common share and OP units, Adjusted EBITDA and Cash NOI are not recognized terms under GAAP. These non-GAAP financial measures: (i) do not represent cash flow from operations as defined by GAAP; (ii) should not be considered as an alternative to net income as a measure of operating performance or to cash flows from operating, investing and financing activities; and (iii) are not alternatives to cash flow as a measure of liquidity. In addition, these measures should not be viewed as an indication of our ability to fund all of our cash needs, including to make cash distributions to our shareholders, to fund capital improvements, or to make interest payments on our indebtedness. Investors are also cautioned that FFO, FFO per diluted common share and OP units, AFFO, AFFO per diluted common share and OP units, Adjusted EBITDA and Cash NOI, as presented, may not be comparable to similarly titled measures reported by other real estate companies, including REITs, due to the fact that not all real estate companies use the same definitions. Our presentation of these measures does not replace the presentation of our financial results in accordance with GAAP.

About Gaming and Leisure Properties

GLPI is engaged in the business of acquiring, financing, and owning real estate property to be leased to gaming operators in triple-net lease arrangements, pursuant to which the tenant is responsible for all facility maintenance, insurance required in connection with the leased properties and the business conducted on the leased properties, taxes levied on or with respect to the leased properties and all utilities and other services necessary or appropriate for the leased properties and the business conducted on the leased properties.

Forward-Looking Statements

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This press release includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including our expectations regarding our 2024 AFFO guidance and the Company benefiting from recently completed transactions. Forward-looking statements can be identified by the use of forward-looking terminology such as “expects,” “believes,” “estimates,” “intends,” “may,” “will,” “should” or “anticipates” or the negative or other variation of these or similar words, or by discussions of future events, strategies or risks and uncertainties. Such forward looking statements are inherently subject to risks, uncertainties and assumptions about GLPI and its subsidiaries, including risks related to the following: GLPI’s belief regarding its 2024 pipeline of deals; GLPI’s belief that its tenants’ strength, combined with GLPI’s balance sheet and liquidity, position GLPI to consistently grow its cash flows, raise dividends and build value for shareholders in 2024 and beyond; GLPI’s belief that it is well positioned to deliver long-term growth based on its gaming operator relationships, its rights and options to participate in select tenants’ future growth and expansion initiatives, an environment conducive to supporting a healthy pipeline of new deals, and its ability to structure and fund innovative transactions at competitive rates; GLPI’s ability to successfully consummate the transactions contemplated by the May 2023 LOI with Bally’s and Athletics, including the ability of the parties to satisfy the various conditions and approvals, including receipt of approvals from the Nevada Gaming Control Board and Nevada Gaming Commission; the effect of pandemics, such as COVID-19, on GLPI as a result of the impact such pandemics may have on the business operations of GLPI’s tenants and their continued ability to pay rent in a timely manner or at all; the potential negative impact of ongoing high levels of inflation (which have been exacerbated by the armed conflict between Russia and Ukraine and may be further impacted by recent events in the Middle East) on our tenants’ operations, the availability of and the ability to identify suitable and attractive acquisition and development opportunities and the ability to acquire and lease those properties on favorable terms; the ability to receive, or delays in obtaining, the regulatory approvals required to own and/or operate its properties, or other delays or impediments to completing acquisitions or projects; GLPI’s ability to maintain its status as a REIT; our ability to access capital through debt and equity markets in amounts and at rates and costs acceptable to GLPI; the impact of our substantial indebtedness on our future operations; changes in the U.S. tax law and other state, federal or local laws, whether or not specific to REITs or to the gaming or lodging industries; and other factors described in GLPI’s Annual Report on Form 10-K for the year ended December 31, 2023, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, each as filed with the Securities and Exchange Commission. All subsequent written and oral forward-looking statements attributable to GLPI or persons acting on GLPI’s behalf are expressly qualified in their entirety by the cautionary statements included in this press release. GLPI undertakes no obligation to publicly update or revise any forward-looking statements contained or incorporated by reference herein, whether as a result of new information, future events or otherwise, except as required by law. In light of these risks, uncertainties and assumptions, the forward-looking events discussed in this press release may not occur as presented or at all.

Contact  
Gaming and Leisure Properties, Inc.  Investor Relations   
Matthew Demchyk, Chief Investment Officer  Joseph Jaffoni, Richard Land, James Leahy at JCIR
610/401-2900 212/835-8500
  [email protected]

Nasdaq:GLPI

Gaming and Leisure Properties Enters into Sale Leaseback and Development Funding Transactions with Bally’s Corporation Totaling $1.585 Billion at Blended 8.3% Initial Cash Yield

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gaming-and-leisure-properties-enters-into-sale-leaseback-and-development-funding-transactions-with-bally’s-corporation-totaling-$1585-billion-at-blended-8.3%-initial-cash-yield

Multi-Faceted Transaction Further Expands and Diversifies GLPI’s Industry-Leading Regional Property Portfolio; Provides Bally’s with Financing for its Highly-Anticipated Flagship Chicago Casino Facility

WYOMISSING, Pa., July 12, 2024 (GLOBE NEWSWIRE) —  Gaming and Leisure Properties, Inc. (NASDAQ:GLPI) (“GLPI” or “the Company”), announced today that it has entered into a binding term sheet with Bally’s Corporation (NYSE: BALY) (“Bally’s”) pursuant to which the Company intends to acquire the real property assets of Bally’s Kansas City Casino (“Bally’s Kansas City”) and Bally’s Shreveport Casino & Hotel (“Bally’s Shreveport”) as well as the land under Bally’s permanent Chicago casino, and provide construction financing for the Bally’s Chicago Casino Resort (“Bally’s Chicago”) for aggregate consideration of approximately $1.585 billion representing a blended 8.3% initial cash yield. In addition, GLPI secured adjustments to improve the purchase price and related cap rate related to the existing, previously announced, contingent purchase option for Bally’s Lincoln Casino Resort (“Bally’s Lincoln”), as well as the addition of a right for GLPI to call the asset beginning on October 1, 2026.

$1.19 Billion Chicago Flagship Casino Development Investment
GLPI intends to fund construction hard costs of up to $940 million at an 8.5% initial cash yield with the remainder to be funded by Bally’s with the sale leaseback proceeds related to Bally’s Kansas City and Bally’s Shreveport along with other funding sources such as Bally’s Chicago’s planned initial public offering and cash flows from operations. Funding is expected to occur from August 2024 through December 2026. GLPI will own all funded improvements, which will be leased to Bally’s with rent commencing at a rate of 8.5% as advances are made. The total project’s costs are currently expected to be approximately $1.8 billion, inclusive of construction, land, and rent.

In addition to the development funding of hard costs, GLPI also intends to acquire the Chicago land for approximately $250 million before development begins. Upon GLPI’s purchase of the Chicago land, rent will commence under a new lease carrying a 15-year initial term with an initial cash yield of 8.0%. The new lease will be cross-defaulted with the construction development funding agreement. Upon completion of the improvements and acquisition of the land, GLPI will own substantially all of the real estate land and improvements related to the Chicago casino and hotel for a total investment of $1.19 billion and blended initial cash investment yield of 8.4%. Upon stabilization of the property’s operations, the rent coverage for the lease is expected to be in the range of 2.0x – 2.4x.

$395 Million Kansas City and Shreveport Sale Leaseback Investment
GLPI will purchase the real property assets of both Bally’s Kansas City and Bally’s Shreveport for total consideration of $395 million. The two properties will be in a new Bally’s Master Lease that will be cross-defaulted with the existing Bally’s Master Lease with initial cash rent pursuant to the agreement for the two new properties of $32.2 million, representing an 8.2% initial cash capitalization rate. Total rent coverage on the Kansas City and Shreveport assets is expected to be 2.2x in the initial year post acquisition. The Company expects to close on the proposed Bally’s Kansas City and Bally’s Shreveport sale leaseback transactions as early as Q4 2024 subject to customary regulatory and other approvals.

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In total, the Chicago, Kansas City, and Shreveport transactions represent a blended 8.3% yield and are expected to be funded on a staggered basis with cash on hand, retained operational cash flow, availability on GLPI’s revolving credit facility, and proceeds from potential capital markets activity.

The transactions are subject to several conditions as well as certain third-party consents and regulatory approvals. Key conditions include but are not limited to: (a) valid assignment of the current ground lease to GLPI or acquisition by GLPI of the fee interest in Chicago; (b) the final structure and pro forma capitalization of Bally’s following the proposed Standard General acquisition, or similar transaction, in the event any agreement is reached with the board of directors of Bally’s; (c) completion of customary due diligence on the Chicago site; and (d) receipt of all necessary gaming regulatory and other third party approvals.

Adjustments to Improve Bally’s Lincoln Purchase Option
GLPI and Bally’s have further agreed to adjust GLPI’s existing contingent purchase option for Bally’s Lincoln to reflect a purchase price of $735 million, which has been reduced from $771 million. The purchase price adjustment results in the initial cash yield’s favorable adjustment from 7.6% to 8.0% based on $58.8 million initial cash rent. GLPI has also been granted a call right, subject only to regulatory approval, beginning on October 1, 2026 to ensure that GLPI has the opportunity to acquire the property prior to the expiration of the current option period.

Peter Carlino, Chairman and CEO of GLPI commented, “We are delighted to partner again with Bally’s on this series of highly attractive transactions that will benefit our shareholders and represent a win-win for both parties. These transactions will be accretive to our financial results, delivering an 8.3% blended initial cash yield and are structured with conservative rent coverage. GLPI is ideally positioned for these transactions as structured given our strong balance sheet, visible recurring cash flows, low leverage and the extensive casino development and construction experience that our team uniquely brings to the opportunity. This multi-faceted deal is another example of our ability to be innovative in our approach to creating opportunities for our shareholders in conjunction with our best-in-class regional gaming tenants in what remains a volatile interest rate and challenging transaction environment. Furthermore, these transactions will expand and diversify our already industry-leading regional gaming property portfolio while adding a downtown asset in a world-class city, and the nation’s third largest metropolitan area, to our unmatched geographic breadth. We look forward to working with the Bally’s team as they begin development of what promises to be a must-visit destination casino resort property in the heart of Chicago.”

Soo Kim, Chairman of Bally’s, added, “GLPI has been a great partner for many years. We are excited to expand our relationship as we leverage their development and financing expertise to grow Bally’s with the world class Chicago casino development. Chicago is a vitally important market for our company and our permanent downtown facility will become our company’s flagship property when it opens in late 2026. We are thrilled to have the investment from GLPI as we begin construction of Bally’s Chicago, and we are confident that this critical project funding milestone will be well-received by our host community and the various stakeholders in Chicago.”

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Wells Fargo acted as financial advisor to Gaming and Leisure Properties. Goodwin Procter LLP acted as legal advisor to Gaming and Leisure Properties.

About Bally’s Transaction Related Properties
Bally’s Chicago will be a nearly 1 million square-foot casino resort located on the Chicago River, roughly 1.5 miles from the temporary Bally’s casino site. The single-level, 178,000 square-foot casino will feature approximately 3,300 slot machines and 173 table games (including poker). Once fully completed, the property will feature a 500-room hotel with a portion of the rooms above the casino and the remainder in an adjacent 27-floor tower. The hotel will include a full-service spa, fitness center and pool, along with a rooftop bar. Bally’s Chicago will offer a premium steakhouse, noodle bar, nightclub, food hall and other bars and lounges. It will also include more than 100,000 square feet of event and meeting space and nearly 3,000 valet and self-park parking spaces. The property will also have more than two acres of public green space and a riverwalk for casino patrons and the community to enjoy.

Bally’s Kansas City is located on the Missouri River in Kansas City, Missouri and recently completed a $50 million renovation and expansion. The property features a 42,000 square foot casino with over 900 slot machines, 24 table games and more than 50 video poker and keno terminals. It also offers three restaurants including a location of the award-winning Chickie’s & Pete’s sports bar, a full-service bar, nearly 3,000 square feet of event space and several entertainment lounges.

Bally’s Shreveport is located along the Red River in downtown Shreveport, Louisiana. The property features a 30,000 square foot casino with more than 950 slot machines, over 50 table games, a poker room and a Bally Bet Sportsbook. It has a 400-room hotel with full-service spa, three on-site restaurants including an award-winning fine dining steakhouse and a noodle bar, event spaces, live entertainment and two on-site nightclubs.

Bally’s Lincoln is located in Lincoln, Rhode Island and recently completed a roughly $100 million expansion and improvement project. The updated property features 188,000 square feet of gaming space with more than 3,900 slot machines, 114 table games, the Sportsbook Bar & Grill and a race book with live simulcast wagering spread across both smoking and non-smoking sections. The property also offers a 136-room hotel, three fine dining restaurants, two food courts, eight bars including a cigar bar, a 29,000 square foot event center and two live entertainment venues.

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About Gaming and Leisure Properties, Inc.
GLPI is engaged in the business of acquiring, financing, and owning real estate property to be leased to gaming operators in triple-net lease arrangements, pursuant to which the tenant is responsible for all facility maintenance, insurance required in connection with the leased properties and the business conducted on the leased properties, taxes levied on or with respect to the leased properties and all utilities and other services necessary or appropriate for the leased properties and the business conducted on the leased properties.

About Bally’s Corporation
Bally’s Corporation is a global casino-entertainment company with a growing omni-channel presence. It currently owns and manages 15 casinos across 10 states, a golf course in New York, a horse racetrack in Colorado, and has access to OSB licenses in 18 states. It also owns Bally’s Interactive International, formerly Gamesys Group, a leading, global, online gaming operator, Bally Bet, a first-in-class sports betting platform, and Bally Casino, a growing iCasino platform.

With 10,600 employees, the Company’s casino operations include approximately 15,300 slot machines, 580 table games and 3,800 hotel rooms. Upon completing the construction of a permanent casino facility in Chicago, IL, and a land-based casino near the Nittany Mall in State College, PA, Bally’s will own and/or manage 16 casinos across 11 states. Bally’s also has rights to developable land in Las Vegas.  It shares trade on the New York Stock Exchange under the ticker symbol “BALY”.

Forward-Looking Statements
This press release includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including our expectations regarding the benefits of the transaction to our shareholders. Forward-looking statements can be identified by the use of forward-looking terminology such as “expects,” “believes,” “estimates,” “intends,” “may,” “will,” “should” or “anticipates” or the negative or other variation of these or similar words, or by discussions of future events, strategies or risks and uncertainties. Such forward-looking statements are inherently subject to risks, uncertainties and assumptions about GLPI and its subsidiaries, including risks related to the following: GLPI’s ability to successfully consummate the announced transactions with Bally’s, including the ability of the parties to satisfy the various conditions to advancing loan proceeds, including receipt of all required regulatory approvals and other approvals and consents, or other delays or impediments to completing the proposed transactions; the potential negative impact of recent high levels of inflation (which have been exacerbated by the armed conflict between Russia and Ukraine) on our tenants’ operations; GLPI’s ability to maintain its status as a REIT; our ability to access capital through debt and equity markets in amounts and at rates and costs acceptable to GLPI; the impact of our substantial indebtedness on our future operations; changes in the U.S. tax law and other state, federal or local laws, whether or not specific to REITs or to the gaming or lodging industries; and other factors described in GLPI’s Annual Report on Form 10-K for the year ended December 31, 2023, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, each as filed with the Securities and Exchange Commission. All subsequent written and oral forward-looking statements attributable to GLPI or persons acting on GLPI’s behalf are expressly qualified in their entirety by the cautionary statements included in this press release. GLPI undertakes no obligation to publicly update or revise any forward-looking statements contained or incorporated by reference herein, whether as a result of new information, future events or otherwise, except as required by law. In light of these risks, uncertainties and assumptions, the forward-looking events discussed in this press release may not occur as presented or at all.

Contact:
Gaming and Leisure Properties, Inc.                      
Matthew Demchyk, Chief Investment Officer
610/401-2900                                                            
[email protected]                         
Investor Relations  
Joseph Jaffoni, Richard Land, James Leahy at JCIR
212/835-8500
[email protected]

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Nasdaq:GLPI

Gaming and Leisure Properties, Inc. Schedules Second Quarter 2024 Earnings Release and Conference Call

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WYOMISSING, Pa., June 26, 2024 (GLOBE NEWSWIRE) — Gaming and Leisure Properties, Inc. (NASDAQ: GLPI) announced today that the Company will release its 2024 second quarter financial results after the market close on Thursday, July 25, 2024. The Company will host a conference call at 10:00 a.m. ET on Friday, July 26, 2024.

During the conference call, Peter M. Carlino, Chairman and Chief Executive Officer, and senior management, will review the quarter’s results and performance, discuss recent events and conduct a question-and-answer period.

Webcast:
The conference call will be available in the Investor Relations section of the Company’s website at www.glpropinc.com. To listen to a live broadcast, go to the site at least 15 minutes prior to the scheduled start time in order to register, download and install any necessary audio software. A replay of the call will also be available for 90 days on the Company’s website.

To Participate in the Telephone Conference Call:
Dial in at least five minutes prior to start time.
Domestic: 1-877/407-0784
International: 1-201/689-8560

Conference Call Playback:
Domestic: 1-844/512-2921
International: 1-412/317-6671
Passcode: 13747503
The playback can be accessed through Friday, August 2, 2024.

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About Gaming and Leisure Properties
GLPI is engaged in the business of acquiring, financing, and owning real estate property to be leased to gaming operators in triple-net lease arrangements, pursuant to which the tenant is responsible for all facility maintenance, insurance required in connection with the leased properties and the business conducted on the leased properties, taxes levied on or with respect to the leased properties and all utilities and other services necessary or appropriate for the leased properties and the business conducted on the leased properties.

Contact:  
Gaming and Leisure Properties, Inc. Investor Relations
Matthew Demchyk, Chief Investment Officer Joseph Jaffoni, Richard Land, James Leahy at JCIR
610/401-2900 212/835-8500
[email protected] [email protected]

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Gaming and Leisure Properties to Provide Casino Queen Holdings with $111 Million Funding for Landside Move of Belle of Baton Rouge

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Total Project Cost Expected to Exceed $141 Million

WYOMISSING, Pa., June 03, 2024 (GLOBE NEWSWIRE) — Gaming and Leisure Properties, Inc. (NASDAQ: GLPI) (“GLPI”) announced today that it has agreed to fund and oversee a landside move and hotel renovation of Belle of Baton Rouge (“The Belle”) in Baton Rouge, LA for its tenant The Queen Casino and Entertainment Inc. (“Queen Casino & Entertainment Inc.”). GLPI has committed to provide up to approximately $111 million of funding for the project, which is expected to be completed by September 2025. Total project costs are expected to exceed $141 million. The casino will continue to operate for the construction period except while gaming equipment is being moved to the new facility. GLPI will own the new facility and Queen Casino & Entertainment Inc. will pay an incremental rental yield of 9% on the development funding beginning a year from the initial disbursement of funds, which occurred on May 30, 2024. The Belle is part of the Queen Casino & Entertainment Inc. master lease along with Draft Kings at Casino Queen in East St. Louis, IL, Casino Queen Marquette in Marquette, IA, and The Queen Baton Rouge in Baton Rouge, LA.

Peter Carlino, Chairman and CEO of GLPI, commented, “Building on the success of our landside move funding at The Queen Baton Rouge, we have agreed to provide funding for the hard costs related to Queen Casino & Entertainment Inc.‘s landside move at The Belle. Queen Casino & Entertainment has proven its ability to leverage a fresh, new product to grow the overall gaming market and we expect this project to follow a similar path. We remain active in our efforts to expand our portfolio in the current environment and believe that transactions such as this further our reputation as the gaming landlord of choice.”

Terry Downey, CEO of Queen Casino & Entertainment Inc., added, “We are extremely pleased with the Queen’s performance since its grand reopening in August 2023, thanks in large part to GLPI’s partnership. Their depth of expertise and project management through the entire process have enabled us to exceed our financial, operational, and customer focused goals at the Queen. As we now turn our attention to The Belle, we look forward to realizing similar operational upside from this latest move landside. In particular, the proven success at the Queen and the synergies made possible by our operating model between the Queen and The Belle set the stage for success. We appreciate GLPI’s continued partnership in the growth of our business and look forward to providing our players with another fully refreshed casino destination.”

About Gaming and Leisure Properties
GLPI is engaged in the business of acquiring, financing, and owning real estate property to be leased to gaming operators in triple-net lease arrangements, pursuant to which the tenant is responsible for all facility maintenance, insurance required in connection with the leased properties and the business conducted on the leased properties, taxes levied on or with respect to the leased properties and all utilities and other services necessary or appropriate for the leased properties and the business conducted on the leased properties.

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About The Queen Casino and Entertainment Inc.
The Queen Casino & Entertainment Inc.’s entry into gaming began with DraftKings at Casino Queen. Formerly known as Casino Queen, the property is located across the Mississippi River from St. Louis and has been welcoming visitors since 1993. The company expanded into Marquette, Iowa in 2017, adding Casino Queen Marquette. The Queen Casino & Entertainment expanded into Louisiana with the completed acquisition of Hollywood Casino Baton Rouge from Gaming and Leisure Properties, Inc. in 2021 and the acquisition of the historic Belle of Baton Rouge from Caesars Entertainment in 2022. A thriving regional gaming company, The Queen Casino & Entertainment Inc. is owned by Standard General L.P. More information about The Queen Casino & Entertainment Inc. is available on the website at www.thequeengaming.com.

Forward-Looking Statements
This press release includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including our expectations regarding the benefits of the transaction to our shareholders. Forward-looking statements can be identified by the use of forward-looking terminology such as “expects,” “believes,” “estimates,” “intends,” “may,” “will,” “should” or “anticipates” or the negative or other variation of these or similar words, or by discussions of future events, strategies or risks and uncertainties. Such forward-looking statements are inherently subject to risks, uncertainties and assumptions about GLPI and its subsidiaries, including risks related to the following: GLPI’s ability to successfully consummate the announced transactions with Casino Queen holdings, including the ability of the parties to satisfy the various conditions to advancing loan proceeds, including receipt of all required approvals and consents, or other delays or impediments to completing the proposed transactions; the potential negative impact of recent high levels of inflation (which have been exacerbated by the armed conflict between Russia and Ukraine) on our tenants’ operations; GLPI’s ability to maintain its status as a REIT; our ability to access capital through debt and equity markets in amounts and at rates and costs acceptable to GLPI; the impact of our substantial indebtedness on our future operations; changes in the U.S. tax law and other state, federal or local laws, whether or not specific to REITs or to the gaming or lodging industries; and other factors described in GLPI’s Annual Report on Form 10-K for the year ended December 31, 2023, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, each as filed with the Securities and Exchange Commission. All subsequent written and oral forward-looking statements attributable to GLPI or persons acting on GLPI’s behalf are expressly qualified in their entirety by the cautionary statements included in this press release. GLPI undertakes no obligation to publicly update or revise any forward-looking statements contained or incorporated by reference herein, whether as a result of new information, future events or otherwise, except as required by law. In light of these risks, uncertainties and assumptions, the forward-looking events discussed in this press release may not occur as presented or at all.

Contact
Gaming and Leisure Properties, Inc.
Matthew Demchyk, Chief Investment Officer
610/401-2900
[email protected]
Investor Relations
Joseph Jaffoni, Richard Land, James Leahy at JCIR
212/835-8500
[email protected]

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