Gaming & Leisure Properties, Inc. Files 2023 Annual Report

TL;DR

<b>Gaming & Leisure Properties, Inc. filed its 2023 10-K report, detailing its real estate holdings and lease agreements with major gaming operators.</b>

AI Summary

Gaming & Leisure Properties, Inc. (GLPI) filed a Annual Report (10-K) with the SEC on February 27, 2024. Gaming & Leisure Properties, Inc. (GLPI) filed its 10-K report for the fiscal year ending December 31, 2023. The company is incorporated in Pennsylvania and operates under the SIC code 6798 for Real Estate Investment Trusts. Key entities mentioned in relation to leases include Penn National Gaming, Inc., Eldorado Resorts, Inc., Boyd Gaming Corporation, Ballys Master Lease, The Cordish Companies, Casino Queen, and Hard Rock. Specific lease agreements noted are the PENN Entertainment New Master Lease for Aurora and Joliet, Illinois properties, and the Penn National Gaming, Inc. Master Lease. The filing covers financial data for the fiscal years 2021, 2022, and 2023, including common stock, additional paid-in capital, retained earnings, and noncontrolling interest.

Why It Matters

For investors and stakeholders tracking Gaming & Leisure Properties, Inc., this filing contains several important signals. This 10-K filing provides a comprehensive overview of GLPI's financial performance and operational structure for the fiscal year 2023, crucial for investors assessing the company's stability and growth prospects. The detailed listing of specific properties and master lease agreements with entities like Penn National Gaming and Boyd Gaming highlights the company's core business model and its reliance on key tenant relationships.

Risk Assessment

Risk Level: low — Gaming & Leisure Properties, Inc. shows low risk based on this filing. The risk is low as this is a standard annual report filing (10-K) that provides a historical overview of the company's financial and operational status, without immediate new material events or significant negative indicators.

Analyst Insight

Investors should review the detailed financial statements and risk factors within the 10-K to understand GLPI's performance and potential challenges.

Key Numbers

• 2023-12-31 — Fiscal Year End (Period of report)
• 2024-02-27 — Filing Date (Date the 10-K was filed)
• 6798 — SIC Code (Standard Industrial Classification for Real Estate Investment Trusts)
• PA — State of Incorporation (Pennsylvania)

Key Players & Entities

• Gaming & Leisure Properties, Inc. (company) — Filer name
• Pennsylvania (location) — State of incorporation
• Penn National Gaming, Inc. (company) — Tenant in lease agreements
• Eldorado Resorts, Inc. (company) — Tenant in lease agreements
• Boyd Gaming Corporation (company) — Tenant in lease agreements
• Ballys Master Lease (company) — Tenant in lease agreements
• The Cordish Companies (company) — Tenant in lease agreements
• Casino Queen (company) — Tenant in lease agreements

FAQ

Risk Factors

• Financial Performance and Condition [medium — financial]: The report details the company's financial results, including revenue, net income, and balance sheet information for the fiscal years 2021, 2022, and 2023.
• Real Estate Operations and Leases [medium — operational]: The filing outlines the company's real estate portfolio and its master lease agreements with various gaming operators, which are critical to its revenue generation.
• Compliance with Real Estate and Gaming Regulations [medium — regulatory]: As a real estate investment trust operating in the gaming sector, GLPI is subject to various federal, state, and local regulations.

Key Dates

• 2023-12-31: Fiscal Year End — Marks the end of the reporting period for the 10-K.
• 2024-02-27: Filing Date — Date the 10-K report was officially submitted to the SEC.

Key Financial Figures

• $0.25 — special earnings and profit dividend of $0.25 per share in the first quarter of 2023
• $225 million — conditions. GLPI agreed to fund up to $225 million for the relocation of PENN's riverboat
• $350 million — , if requested by PENN, will fund up to $350 million for the relocation of the Hollywood Cas
• $232.2 million — rent for the PENN 2023 Master Lease is $232.2 million in base rent with fixed annual escalati
• $284.1 m — nt for the Amended PENN Master Lease is $284.1 million, consisting of $208.2 million of
• $208.2 million — Lease is $284.1 million, consisting of $208.2 million of building base rent, $43.0 million of
• $43.0 million — f $208.2 million of building base rent, $43.0 million of land base rent, and $32.9 million of
• $32.9 million — t, $43.0 million of land base rent, and $32.9 million of percentage rent. Amended Pinnacle
• $4.8 billion — nt, Inc. ("Pinnacle") for approximately $4.8 billion. GLPI originally leased these assets ba
• $250.0 m — asino ("Plainridge Park") from PENN for $250.0 million, exclusive of transaction fees an
• $57.7 million — Park"), whereby the Company loaned Boyd $57.7 million (the "Belterra Park Loan"). In May 2020
• $964.0 m — for an aggregate cash purchase price of $964.0 million, exclusive of transaction fees an
• $5.7 million — cana Evansville, plus a cash payment of $5.7 million. In connection with the Exchange Agreem

Filing Documents

• glpi-20231231.htm (10-K) — 2793KB
• glpi-20231231exhibit423.htm (EX-4.23) — 308KB
• glpi-20231231ex221.htm (EX-22.1) — 4KB
• glpi-20231231exhibit23.htm (EX-23) — 3KB
• glpi-20231231exhibit311.htm (EX-31.1) — 14KB
• glpi-20231231exhibit312.htm (EX-31.2) — 14KB
• glpi-20231231exhibit321.htm (EX-32.1) — 6KB
• glpi-20231231exhibit322.htm (EX-32.2) — 6KB
• exhibit971.htm (EX-97.1) — 25KB
• 0001575965-24-000005.txt (&nbsp;) — 14308KB
• glpi-20231231.xsd (EX-101.SCH) — 119KB
• glpi-20231231_cal.xml (EX-101.CAL) — 118KB
• glpi-20231231_def.xml (EX-101.DEF) — 607KB
• glpi-20231231_lab.xml (EX-101.LAB) — 1063KB
• glpi-20231231_pre.xml (EX-101.PRE) — 860KB
• glpi-20231231_htm.xml (XML) — 1945KB

BUSINESS

BUSINESS 3 ITEM 1A.

RISK FACTORS

RISK FACTORS 28 ITEM 1B. UNRESOLVED STAFF COMMENTS 39 ITEM 1C. CYBERSECURITY 39 ITEM 2.

PROPERTIES

PROPERTIES 41 ITEM 3.

LEGAL PROCEEDINGS

LEGAL PROCEEDINGS 41 ITEM 4. MINE SAFETY DISCLOSURES 41 PART II ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED SHAREHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES 42 ITEM 6. RESERVED 42 ITEM 7.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 42 ITEM 7A.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 63 ITEM 8.

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA 65 ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE 112 ITEM 9A.

CONTROLS AND PROCEDURES

CONTROLS AND PROCEDURES 112 ITEM 9B. OTHER INFORMATION 114 ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS 114 PART III ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE 115 ITEM 11.

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION 115 ITEM 12.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDERS MATTERS

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDERS MATTERS 115 ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE 115 ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES 115 PART IV ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULE 116 ITEM 16. FORM 10-K SUMMARY 116 EXHIBIT INDEX 117

SIGNATURES

SIGNATURES 123 Table of Contents IMPORTANT FACTORS REGARDING FORWARD-LOOKING STATEMENTS Forward-looking statements in this document are subject to known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements of Gaming and Leisure Properties, Inc. ("GLPI") and its subsidiaries (collectively with GLPI, the "Company") to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Forward-looking statements include information concerning the Company's business strategy, plans, goals and objectives. Forward-looking statements in this document include, but are not limited to, statements regarding our ability to grow our portfolio of gaming facilities. In addition, statements preceded by, followed by or that otherwise include the words "believes," "expects," "anticipates," "intends," "projects," "estimates," "plans," "may increase," "may fluctuate," and similar expressions or future or conditional verbs such as "will," "should," "would," "may" and "could" are generally forward-looking in nature and not historical facts. You should understand that the following important factors could affect future results and could cause actual results to differ materially from those expressed in such forward-looking statements: the impact that higher inflation rates and uncertainty with respect to the future state of the economy could have on discretionary consumer spending, including the casino operations of our tenants; unforeseen consequences related to United States ("U.S.") government monetary policies and stimulus packages on inflation rates and economic growth; the availability of and the ability to identify suitable and attractive acquisition and development opportunities and the ability to acquire and lease the respective properties on favorable terms; the degree and nature of our competition; the ability to receive, or delays in obtaini

BUSINESS

ITEM 1. BUSINESS Overview GLPI is a self-administered and self-managed Pennsylvania REIT. The Company was formed from the 2013 tax-free spin-off of the real estate assets of PENN Entertainment, Inc., formerly known as Penn National Gaming, Inc. (NASDAQ: PENN) ("PENN") and was incorporated in Pennsylvania on February 13, 2013, as a wholly-owned subsidiary of PENN. On November 1, 2013, PENN contributed to GLPI, through a series of internal corporate restructurings, substantially all of the assets and liabilities associated with PENN's real property interests and real estate development business, as well as the assets and liabilities of Hollywood Casino Baton Rouge and Hollywood Casino Perryville (which are referred to as the "TRS Properties") and then spun-off GLPI to holders of PENN's common and preferred stock in a tax-free distribution (the "Spin-Off"). The assets and liabilities of GLPI were recorded at their respective historical carrying values at the time of the Spin-Off in accordance with the provisions of Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") 505-60 - Spinoffs and Reverse Spinoffs ("ASC 505"). The Company elected on its U.S. federal income tax return for its taxable year that began on January 1, 2014 to be treated as a REIT and GLPI, together with its indirect wholly-owned subsidiary, GLP Holdings, Inc., jointly elected to treat each of GLP Holdings, Inc., Louisiana Casino Cruises, Inc. (d/b/a Hollywood Casino Baton Rouge) and Penn Cecil Maryland, Inc. (d/b/a Hollywood Casino Perryville) as a "taxable REIT subsidiary" ("TRS") effective on the first day of the first taxable year of GLPI as a REIT. In connection with the Spin-Off, PENN allocated its accumulated earnings and profits (as determined for U.S. federal income tax purposes) for periods prior to the consummation of the Spin-Off between PENN and GLPI. In connection with its election to be taxed as a REIT for U.S. federal income tax purposes, GLPI decl