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Twin River Worldwide Holdings, Inc. (TRWH)

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Previous Close24.64
Open24.57
Bid21.00 x 900
Ask33.74 x 800
Day's Range23.82 - 24.75
52 Week Range7.22 - 30.45
Volume173,598
Avg. Volume181,376
Market Cap729.433M
Beta (5Y Monthly)N/A
PE Ratio (TTM)N/A
EPS (TTM)-0.36
Earnings DateOct 29, 2020
Forward Dividend & YieldN/A (N/A)
Ex-Dividend DateMar 05, 2020
1y Target Est30.67
  • Gaming and Leisure Properties, Inc. Reports Record Third Quarter 2020 Results
    GlobeNewswire

    Gaming and Leisure Properties, Inc. Reports Record Third Quarter 2020 Results

    Enters into Exchange Agreement with Caesars Entertainment and New Agreement with Twin River Worldwide HoldingsWYOMISSING, Pa., Oct. 27, 2020 (GLOBE NEWSWIRE) -- Gaming and Leisure Properties, Inc. (NASDAQ: GLPI) (“GLPI” or the “Company”) today announced record financial results for the third quarter ended September 30, 2020.Peter Carlino, Chairman and Chief Executive Officer of GLPI, commented, “Our record third quarter financial results highlight our ability to dynamically manage our leading, diversified portfolio of regional gaming assets and support our tenants throughout the pandemic to ensure the ongoing predictability of our rental cash flows. Year-to-date, we have collected over 99% of our contractual rents as our tenants have generated impressive financial results since re-opening and, in many cases, are generating higher cash flows from their properties leased from GLPI, thus increasing the longer-term visibility of our rental receipts. In addition, third quarter results benefited from the variable rent component of certain of our leases as well as strong post-reopening results at Hollywood Casino Baton Rouge and Hollywood Casino Perryville, the gaming properties we own and operate in our taxable REIT subsidiary.“GLPI’s assets are managed by the industry’s top operators and they have taken prudent steps to fortify their liquidity positions through public market capital raises. At the same time, we also proactively enhanced our financial flexibility and liquidity thereby fortifying the sector’s only investment-grade balance sheet. During the third quarter, we issued an additional $200 million of 4.000% senior unsecured notes maturing in 2031 at an effective yield of 3.548% and applied the net proceeds to repay our Term Loan A-1 borrowings. As a result we have no debt maturities before May 2023. Today we announced a transaction with Twin River thereby adding another well-operated, publicly traded tenant relationship to our growing portfolio. In summary, we are confident that the consistent value and cash flows generated by our portfolio as well as our active management of all aspects of our operations and capital structure position us to consistently build value for shareholders.”Recent Developments * All of our tenants are current with respect to their rental obligations other than Casino Queen, from whom we are now collecting full rental payments and with whom we continue to work on a deferred rent agreement related to prior closed months. As such, to-date through October we have collected over 99% of our contractual rents.   * As of October 27, 2020, 45 out of our 46 properties, (including those we own and operate in our taxable REIT subsidiaries) have reopened with safety protocols and capacity constraints.   * On October 27, 2020, we entered into an Exchange Agreement with subsidiaries of Caesars Entertainment, Inc. (“Caesars”) (Nasdaq: CZR) that own, respectively, the Isle Casino & Hotel, Waterloo, Iowa (“Waterloo”) and the Isle Casino & Hotel, Bettendorf, Iowa (“Bettendorf”). Pursuant to the terms of the agreement, Caesars will transfer to us the real estate assets of the Waterloo and Bettendorf properties in exchange for the transfer by us to Caesars of the real property assets of Tropicana Evansville, plus a cash payment of $5.72 million. At the closing of the exchange transaction, which is expected by the end of 2020, the Waterloo and Bettendorf facilities will be added to the Caesars Amended and Restated Master Lease and the rent will increase by approximately $520,000 annually.   * On October 27, 2020, the Company entered into a series of definitive agreements pursuant to which a subsidiary of Twin River Worldwide Holdings, Inc. (“Twin River”) (NYSE: TRWH) will acquire 100% of the equity interests in the Caesars subsidiary that currently operates Tropicana Evansville and the Company will reacquire the real property assets of Tropicana Evansville from Caesars for a cash purchase price of approximately $340.0 million. In addition, the Company entered into a real estate purchase agreement with Twin River pursuant to which we will purchase the real estate assets of the Dover Downs Hotel & Casino, located in Dover, Delaware which is currently owned and operated by Twin River, for a cash purchase price of approximately $144.0 million. At the closing of the transactions which are expected in mid-2021, subject to regulatory approvals, the Tropicana Evansville and Dover Downs Hotel & Casino facilities will be added to a new master lease between us and Twin River (the “Twin River Master Lease”). The Company anticipates that the Twin River Master Lease will have an initial term of 15 years, with no purchase option, followed by four five-year renewal options (exercisable by Twin River) on the same terms and conditions. Rent under the Twin River Master Lease will be $40.0 million annually and is subject to an annual escalator of up to 2% determined in relation to the annual increase in the Consumer Price Index.   * Following regulatory approval late in the second quarter, on September 29, 2020 GLPI acquired Lumière Place Casino and Hotel and entered into a new lease (the “Lumière Place Lease”) with Caesars for this asset. The Lumière Place Lease has an initial term that expires on October 31, 2033 and has four separate renewal options of five years each, exercisable at the tenant’s option. The Lumière Place Lease rent is $22.8 million annually and is subject to an annual escalator of up to 2% if certain rent coverage ratio thresholds are met.   * Since re-opening in May and June, respectively, Hollywood Casino Baton Rouge and Hollywood Casino Perryville, the gaming properties we own and operate in our taxable REIT subsidiary, have generated strong financial results. Total third quarter net revenues and adjusted EBITDA from these properties exceeded prior year levels by $2.8 million and $3.3 million, respectively.   * The Company recently received approval from the Louisiana Gaming and Control Board to move the gaming operations of Hollywood Casino Baton Rouge to a landside facility. The project, expected to cost between $21 million and $25 million, will add 38,000 square feet and include a 250-seat entertainment venue and sportsbook. The expansion and land-based facility is expected to be completed in early 2022.Recent Initiatives to Collaborate with Tenants, Address the Pandemic and Build Future Value * On October 1, 2020, the Company completed the acquisition from Penn National Gaming, Inc. (“PENN”) (Nasdaq: PENN) of the land underlying its gaming facility under construction in Morgantown, Pennsylvania in exchange for $30.0 million in rent credits. The Morgantown land is being leased back to PENN for $3.0 million of annual cash rent, subject to escalation provisions following the opening of the property.   * The Company granted PENN the exclusive right until December 31, 2020 to purchase the operations of Hollywood Casino Perryville, in Perryville, Maryland, for $31.1 million. The closing of such purchase, provided PENN exercises its option, is subject to regulatory approval and is expected to occur during calendar year 2021 on a date selected by PENN with reasonable prior notice to the Company, unless otherwise agreed upon by both parties. Upon closing, the Company is expected to lease the real estate of the Perryville facility to PENN pursuant to a lease providing for initial annual rent of $7.77 million, subject to escalation provisions.   * On October 1, 2020, PENN exercised the next scheduled five-year renewal option under each of its two master leases with the Company. The terms of the master lease covering PENN’s Hollywood Casino at Penn National Racecourse, located in Grantville, Pennsylvania (the “PENN Master Lease”), are expected to be amended to provide the Company with protection from any adverse impact on the lease escalation provisions resulting from decreased net revenues from such facility as a result of the openings of PENN's facilities currently in development in Pennsylvania. The Company also granted PENN the option to exercise an additional five-year renewal term at the end of the lease term for each of the two master leases, subject to certain regulatory approvals.    * In light of the nationwide casino closures earlier this year, the Company does not expect any rent escalators for 2020. The Company's leases contain variable rent which is reset on varying schedules depending on the lease. In the aggregate, the portion of cash rents that are variable represented approximately 16% of GLPI's 2019 full year cash rental income. Of that 16% variable rent, approximately 27% resets every five years which is associated with the PENN Master Lease and the Casino Queen Master Lease, 42% resets every two years and 31% resets monthly which is associated with the PENN Master Lease (of which approximately 47% is subject to a floor or $22.9 million annually for Hollywood Casino Toledo). For the three-month period ended September 30, 2020, the percentage rent from the PENN Master Lease increased by $4.7 million compared to the same period last year due to strong reopening demand at Hollywood Casino Columbus and Hollywood Casino Toledo as well as the benefits experienced at Hollywood Casino Toledo as a result of the extended closures of competing casinos in Detroit, Michigan through August 5, 2020.    * The variable rent resets in the Boyd Gaming Corporation (NYSE: BYD) Master Lease and the Amended Pinnacle Master Lease reset for the two-year period ended April 30, 2020. As a result, reductions of $1.5 million and $5.0 million, respectively, will be incurred in annual variable rent on these respective leases through April 30, 2022. The Meadows Lease variable rent reset occurred in October 2020 and will result in a $2.1 million annual decline. As detailed later in this release, the Company's next variable rent reset on its portfolio of leases does not occur until May 2022. Balance Sheet Update * On June 25, 2020, the Company completed an amendment to its credit agreement, which: (i) extended the maturity date of $224.0 million of principal amount of the outstanding Term Loan A-1s from April 28, 2021 to May 21, 2023, which term loans would thereafter be classified as Term Loan A-2s and (ii) increased the principal of the Term Loan A-2s by $200.0 million in the form of incremental term loans.   * On August 18, 2020, GLPI issued an additional $200 million of 4.000% senior unsecured notes maturing on January 15, 2031 at a premium to par. The net proceeds of the borrowings were utilized to repay our Term Loan A-1 borrowings thereby increasing the duration of the Company's debt.   * The aggregate dividends paid on September 25, 2020 was comprised of $26.2 million in cash and $104.7 million in common stock (2,773,450 shares at $37.7635 per share).Financial Highlights  Three Months Ended    September 30, (in millions, except per share data) 2020 Actual 2019 Actual Total Revenue $307.6  $287.6  Income From Operations $200.7  187.6  Net Income $127.1  90.5  FFO (1) $182.2  145.6  AFFO (2) $194.6  186.5  Adjusted EBITDA (3) $265.2  260.5        Net income, per diluted common share $0.58  $0.42  FFO, per diluted common share $0.83  $0.68  AFFO, per diluted common share $0.89  $0.87    (1)   FFO is net income, excluding (gains) or losses from sales of property and real estate depreciation as defined by NAREIT.(2)   AFFO is FFO, excluding stock based compensation expense, the amortization of debt issuance costs, bond premiums and original issuance discounts, other depreciation, amortization of land rights, straight-line rent adjustments, losses on debt extinguishment, and loan impairment charges, reduced by capital maintenance expenditures.(3)   Adjusted EBITDA is net income, excluding interest, taxes on income, depreciation, (gains) or losses from sales of property, stock based compensation expense, straight-line rent adjustments, amortization of land rights, losses on debt extinguishment and loan impairment charges. DividendOn August 6, 2020, the Company’s Board of Directors declared a third quarter dividend of $0.60 per share on the Company’s common stock, consisting of a combination of cash and shares of the Company’s common stock. The dividend was paid on September 25, 2020, to shareholders of record on August 17, 2020. It is anticipated that the portion of dividends to be paid in shares in the future will be limited to periods during which non-cash rents are realized by the Company. The Company expects the dividends to be taxable to shareholders, regardless of whether a particular shareholder received a dividend in the form of cash or shares. The Company reserves the right to pay future dividends entirely in cash, and the composition of future dividends with respect to cash and stock will be made by the Board of Directors on a quarterly basis. Portfolio UpdateGLPI'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 September 30, 2020, GLPI’s portfolio consisted of interests in 46 gaming and related facilities, including approximately 35 acres of real estate at Tropicana Las Vegas and the Company's wholly-owned and operated Hollywood Casino Baton Rouge and Hollywood Casino Perryville, which are referred to as the “TRS Properties”, the real property associated with 32 gaming and related facilities operated by PENN (excluding the Tropicana Las Vegas), the real property associated with 6 gaming and related facilities operated by Caesars, the real property associated with 4 gaming and related facilities operated by Boyd Gaming Corporation, and the real property associated with the Casino Queen in East St. Louis, Illinois. These facilities are geographically diversified across 16 states and contain approximately 24.1 million square feet of improvements. Conference Call DetailsThe Company will hold a conference call on October 28, 2020 at 9:00 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: 1-201/689-8560Conference Call Playback: Domestic: 1-844/512-2921 International: 1-412/317-6671 Passcode: 13710499 The playback can be accessed through Wednesday November 4, 2020.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   September 30, Nine Months Ended September 30,  2020 2019 20202019 Revenues       Rental income$267,555  $248,789  $762,711 $745,030  Interest income from real estate loans5,574  7,206  19,130 21,600  Total income from real estate273,129  255,995  781,841 766,630  Gaming, food, beverage and other34,425  31,617  71,163 97,859  Total revenues307,554  287,612  853,004 864,489          Operating expenses       Gaming, food, beverage and other18,175  18,549  39,536 56,739  Land rights and ground lease expense8,084  9,094  21,943 33,572  General and administrative22,514  15,042  51,725 48,266  Depreciation (1)58,080  57,302  172,033 183,745  Loan impairment charges—  —  — 13,000  Total operating expenses106,853  99,987  285,237 335,322  Income from operations200,701  187,625  567,767 529,167          Other income (expenses)       Interest expense(70,179) (75,111) (211,657)(228,362) Interest income22  235  491 572  Losses on debt extinguishment(779) (21,014) (18,113)(21,014) Total other expenses(70,936) (95,890) (229,279)(248,804)         Income before income taxes129,765  91,735  338,488 280,363  Income tax provision2,639  1,188  2,118 3,773  Net income$127,126  $90,547  $336,370 $276,590          Earnings per common share:       Basic earnings per common share$0.58  $0.42  $1.55 $1.29  Diluted earnings per common share$0.58  $0.42  $1.55 $1.29  (1)  Results for the nine month period ended September 30, 2019 included the acceleration of $10.3 million of depreciation expense due to the closure of the Resorts Casino Tunica property. GAMING AND LEISURE PROPERTIES, INC. AND SUBSIDIARIES Operations (in thousands) (unaudited) TOTAL REVENUES ADJUSTED EBITDA  Three Months Ended September 30, Three Months Ended September 30,  2020 2019 2020 2019 Real estate$273,129  $255,995  $254,410  $252,999  GLP Holdings, LLC (TRS)34,425  31,617  $10,821  7,473  Total$307,554  $287,612  $265,231  $260,472            TOTAL REVENUES ADJUSTED EBITDA  Nine Months Ended September 30, Nine Months Ended September 30,  2020 2019 2020 2019 Real estate$781,841  $766,630  $754,278  $755,477  GLP Holdings, LLC (TRS)71,163  97,859  $16,626  24,284  Total$853,004  $864,489  $770,904  $779,761           GAMING AND LEISURE PROPERTIES, INC. AND SUBSIDIARIES General and Administrative Expense (in thousands) (unaudited) Three Months Ended September 30, Nine Months Ended September 30,  2020 2019 2020 2019 Real estate general and administrative expenses17,081  $9,410  36,727  $31,388  GLP Holdings, LLC (TRS) general and administrative expenses5,433  5,632  14,998  16,878  Total reported general and administrative expenses (1)22,514  15,042  51,725  48,266    (1)  General and administrative expenses include payroll related expenses, insurance, utilities, professional fees and other administrative costs. GAMING AND LEISURE PROPERTIES, INC. AND SUBSIDIARIES Current Year Revenue Detail (in thousands) (unaudited)Three Months Ended September 30, 2020 PENN Master Lease PENN Amended Pinnacle Master Lease CZR Master Lease Lumiere Place Lease and LoanBYD Master Lease  BYD Belterra Lease PENN - Meadows Lease Casino Queen  Lease  Total Building base rent $69,851  $56,801  $15,534  $127 $18,911  $668  $3,953  $1,517  $167,362  Land base rent 23,492  17,814  3,340  — 2,946  473  —  —  48,065  Percentage rent 26,044  6,694  3,340  — 2,462  454  2,792  904  42,690  Total cash rental income (1) $119,387  $81,309  $22,214  $127 $24,319  $1,595  $6,745  $2,421  $258,117  Straight-line rent adjustments 2,231  1,623  229  — 574  (301) 572  —  4,928  Ground rent in revenue 618  1,424  2,117  — 317  —  —  —  4,476  Other rental revenue —  —  —  — —  —  34  —  34  Total rental income $122,236  $84,356  $24,560  $127 $25,210  $1,294  $7,351  $2,421  $267,555  Interest income from real estate loans —  —  —  5,574 —  —  —  —  5,574  Total income from real estate $122,236  $84,356  $24,560  $5,701 $25,210  $1,294  $7,351  $2,421  $273,129                     Nine Months Ended September 30, 2020 PENN Master Lease PENN Amended Pinnacle Master Lease CZR Master Lease Lumiere Place Lease and LoanBYD Master Lease  BYD Belterra Lease PENN - Meadows Lease Casino Queen  Lease Total Building base rent $209,555  $170,401  $46,602  $127 $56,732  $1,114  $11,858  $4,042  $500,431  Land base rent 70,476  53,442  10,020  — 8,839  789  —  —  143,566  Percentage rent 61,691  21,757  10,020  — 7,847  757  8,376  2,260  112,708  Total cash rental income (1) $341,722  $245,600  $66,642  $127 $73,418  $2,660  $20,234  $6,302  $756,705  Straight-line rent adjustments 6,694  (5,719) (5,560) — (2,022) (504) 1,717    (5,394) Ground rent in revenue 1,785  4,349  3,987  — 1,118  —  —  —  11,239  Other rental revenue —  —  —  — —  —  161  —  161  Total rental income $350,201  $244,230  $65,069  $127 $72,514  $2,156  $22,112  $6,302  $762,711  Interest income from real estate loans —  —    16,976 —  2,154  —  —  19,130  Total income from real estate $350,201  $244,230  $65,069  $17,103 $72,514  $4,310  $22,112  $6,302  $781,841    (1)  Cash rental income for the PENN leases is inclusive of rent credits recognized in connection with the Tropicana Las Vegas transaction which closed on April 16, 2020. 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 September 30,Nine Months Ended September 30,  2020 20192020 2019 Net income$127,126   $90,547  $336,370   $276,590   Losses (gains) from dispositions of property4  37 (3) 50  Real estate depreciation (1)55,098  55,047 163,928  176,290  Funds from operations$182,228   $145,631  $500,295   $452,930   Straight-line rent adjustments(4,928) 8,643 5,394  25,930  Other depreciation (2)2,982  2,255 8,105  7,455  Amortization of land rights3,021  3,020 9,061  15,516  Amortization of debt issuance costs, bond premiums and original issuance discounts2,669  2,807 8,032  8,597  Stock based compensation8,353  3,845 16,652  12,353  Losses on debt extinguishment779  21,014 18,113  21,014  Loan impairment charges—  — —  13,000  Capital maintenance expenditures (3)(488) (709 (1,629) (2,256) Adjusted funds from operations$194,616   $186,506  $564,023   $554,539   Interest, net70,157  74,876 211,166  227,790  Income tax expense2,639  1,188 2,118  3,773  Capital maintenance expenditures (3)488  709 1,629  2,256  Amortization of debt issuance costs, bond premiums and original issuance discounts(2,669) (2,807 (8,032) (8,597) Adjusted EBITDA$265,231   $260,472  $770,904   $779,761           Net income, per diluted common share$0.58  $0.42 $1.55  $1.29  FFO, per diluted common share$0.83  $0.68 $2.31  $2.10  AFFO, per diluted common share$0.89  $0.87 $2.60  $2.58          Weighted average number of common shares outstanding       Diluted218,847,139  215,325,154216,912,254  215,217,574   (1)  Real estate depreciation expense for the nine month period ended September 30, 2019 included the acceleration of $10.3 million of depreciation expense due to the closure of the Resorts Casino Tunica property.(2)  Other depreciation includes both real estate and equipment depreciation from the Company’s taxable REIT subsidiaries, as well as equipment depreciation from the REIT subsidiaries.(3)  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. Reconciliation of Net income (GAAP) to FFO, FFO to AFFO, AFFO to Adjusted EBITDA and Adjusted EBITDA to Cash Net Operating Income Gaming and Leisure Properties, Inc. and Subsidiaries REAL ESTATE and CORPORATE (REIT) (in thousands) (unaudited)  Three Months Ended September 30,Nine Months Ended September 30,  2020 20192020 2019 Net income$125,686   $88,461  $339,475   $269,421   Losses from dispositions of property—  — —  8  Real estate depreciation55,098  55,047 163,928  176,290  Funds from operations$180,784   $143,508  $503,403   $445,719   Straight-line rent adjustments(4,928) 8,643 5,394  25,930  Other depreciation (1)497  497 1,492  1,496  Amortization of land rights3,021  3,020 9,061  15,516  Amortization of debt issuance costs, bond premiums and original issuance discounts2,669  2,807 8,032  8,597  Stock based compensation8,353  3,845 16,652  12,353  Losses on debt extinguishment779  21,014 18,113  21,014  Loan impairment charges—  — —  13,000  Capital maintenance expenditures (2)(11) — (155) (4) Adjusted funds from operations$191,164   $183,334  $561,992   $543,621   Interest, net (3)65,698  72,276 199,648  219,988  Income tax expense206  196 515  461  Capital maintenance expenditures (2)11  — 155  4  Amortization of debt issuance costs, bond premiums and original issuance discounts(2,669) (2,807)(8,032) (8,597) Adjusted EBITDA254,410   252,999  $754,278   $755,477    Three Months Ended September 30,Nine Months Ended September 30,  2020 20192020 2019 Adjusted EBITDA$254,410   $252,999  $754,278   $755,477   Real estate general and administrative expenses17,081  9,410 36,727  31,388  Stock based compensation(8,353) (3,845)(16,652) (12,353) Losses from dispositions of property—  — —  (8) Cash net operating income (4)$263,138   $258,564  $774,353   $774,504     (1)  Other depreciation includes both real estate and equipment depreciation from the Company’s taxable REIT subsidiaries, as well as equipment depreciation from the REIT subsidiaries.(2)  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.(3)  Interest, net is net of intercompany interest eliminations of $4.5 million and $11.5 million for the three months and nine months ended September 30, 2020 compared to $2.6 million and $7.8 million for the corresponding periods in the prior year.(4)  Cash net operating income is rental and other property income, inclusive of rent credits recognized in connection with the Tropicana Las Vegas transaction less cash property level expenses. Reconciliation of Net income (GAAP) to FFO, FFO to AFFO, and AFFO to Adjusted EBITDA Gaming and Leisure Properties, Inc. and Subsidiaries GLP HOLDINGS, LLC (TRS) (in thousands) (unaudited) Three Months Ended September 30,Nine Months Ended September 30,  2020 20192020 2019 Net income$1,440   $2,086  $(3,105) $7,169   Losses (gains) from dispositions of property4  37 (3) 42  Funds from operations$1,444   $2,123  $(3,108) $7,211   Other depreciation (1)2,485  1,758 6,613  5,959  Capital maintenance expenditures (2)(477) (709)(1,474) (2,252) Adjusted funds from operations$3,452   $3,172  $2,031   $10,918   Interest, net4,459  2,600 11,518  7,802  Income tax expense2,433  992 1,603  3,312  Capital maintenance expenditures (2)477  709 1,474  2,252  Adjusted EBITDA$10,821   $7,473  $16,626   $24,284     (1)  Other depreciation includes both real estate and equipment depreciation from the Company’s taxable REIT subsidiaries, as well as equipment depreciation from the REIT subsidiaries.(2)  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. Gaming and Leisure Properties, Inc. and Subsidiaries Consolidated Balance Sheets (in thousands, except share and per share data) September 30, 2020 December 31, 2019      Assets    Real estate investments, net$7,240,311  $7,100,555  Property and equipment, used in operations, net89,319  94,080  Tropicana, Las Vegas Investment305,773  —  Real estate loans—  303,684  Right-of-use assets and land rights828,130  838,734  Cash and cash equivalents105,894  26,823  Prepaid expenses2,195  4,228  Goodwill16,067  16,067  Other intangible assets9,577  9,577  Deferred tax assets5,654  6,056  Other assets34,063  34,494  Total assets$8,636,983  $8,434,298       Liabilities    Accounts payable$842  $1,006  Accrued expenses4,643  6,239  Accrued interest83,165  60,695  Accrued salaries and wages4,417  13,821  Gaming, property, and other taxes769  944  Income taxes payable26  —  Lease liabilities182,466  183,971  Long-term debt, net of unamortized debt issuance costs, bond premiums and original issuance discounts5,752,252  5,737,962  Deferred rental revenue368,850  328,485  Deferred tax liabilities334  279  Other liabilities29,943  26,651  Total liabilities6,427,707  6,360,053       Shareholders’ equity     00    Preferred stock ($.01 par value, 50,000,000 shares authorized, no shares issued or outstanding at September 30, 2020 and December 31, 2019)—  —  Common stock ($.01 par value, 500,000,000 shares authorized, 220,697,128 and 214,694,165 shares issued and outstanding at September 30, 2020 and December 31, 2019, respectively2,207  2,147  Additional paid-in capital3,960,861  3,959,383  Retained deficit(1,753,792) (1,887,285) Total shareholders’ equity2,209,276  2,074,245  Total liabilities and shareholders’ equity $8,636,983  $8,434,298  Debt CapitalizationThe Company had $105.9 million of unrestricted cash and $5.75 billion in total debt at September 30, 2020. The Company’s debt structure as of September 30, 2020 was as follows:             Years to MaturityInterest Rate Balance      (in thousands) Unsecured $1,175 Million Revolver Due May 2023 (1) 2.6 —% —  Unsecured Term Loan A-2 Due May 2023 (1) 2.6 1.66% 424,019  Senior Unsecured Notes Due November 2023 3.1 5.38% 500,000  Senior Unsecured Notes Due September 2024 3.9 3.35% 400,000  Senior Unsecured Notes Due June 2025 4.7 5.25% 850,000  Senior Unsecured Notes Due April 2026 5.5 5.38% 975,000  Senior Unsecured Notes Due June 2028 7.7 5.75% 500,000  Senior Unsecured Notes Due January 2029 8.3 5.30% 750,000  Senior Unsecured Notes Due January 2030 9.3 4.00% 700,000  Senior Unsecured Notes Due January 2031 10.3 4.00% 700,000  Finance lease liability 5.9 4.78% 893  Total long-term debt    5,799,912  Less: unamortized debt issuance costs, bond premiums and original issuance discounts    (47,660) Total long-term debt, net of unamortized debt issuance costs, bond premiums and original issuance discounts    5,752,252  Weighted average 6.4 4.64%             (1)   The rate on the term loan facility and revolver is LIBOR plus 1.50%.(2)   Total debt net of cash totaled $5.65 billion at September 30, 2020.Rating Agency Update - Issue Rating Rating Agency Rating Standard & Poor’s BBB- Fitch BBB- Moody’s Ba1 PropertiesDescriptionLocationDate AcquiredTenant/Operator PENN Master Lease (19 Properties)    Hollywood Casino LawrenceburgLawrenceburg, IN11/1/2013PENN Hollywood Casino AuroraAurora, IL11/1/2013PENN Hollywood Casino JolietJoliet, IL11/1/2013PENN Argosy Casino AltonAlton, IL11/1/2013PENN Hollywood Casino ToledoToledo, OH11/1/2013PENN Hollywood Casino ColumbusColumbus, OH11/1/2013PENN Hollywood Casino at Charles Town RacesCharles Town, WV11/1/2013PENN Hollywood Casino at Penn National Race CourseGrantville, PA11/1/2013PENN M ResortHenderson, NV11/1/2013PENN Hollywood Casino BangorBangor, ME11/1/2013PENN Zia Park CasinoHobbs, NM11/1/2013PENN Hollywood Casino Gulf CoastBay St. Louis, MS11/1/2013PENN Argosy Casino RiversideRiverside, MO11/1/2013PENN Hollywood Casino TunicaTunica, MS11/1/2013PENN Boomtown BiloxiBiloxi, MS11/1/2013PENN Hollywood Casino St. LouisMaryland Heights, MO11/1/2013PENN Hollywood Gaming Casino at Dayton RacewayDayton, OH11/1/2013PENN Hollywood Gaming Casino at Mahoning Valley Race TrackYoungstown, OH11/1/2013PENN 1st Jackpot CasinoTunica, MS5/1/2017PENN Amended Pinnacle Master Lease (12 Properties)    Ameristar Black HawkBlack Hawk, CO4/28/2016PENN Ameristar East ChicagoEast Chicago, IN4/28/2016PENN Ameristar Council BluffsCouncil Bluffs, IA4/28/2016PENN L’Auberge Baton RougeBaton Rouge, LA4/28/2016PENN Boomtown Bossier CityBossier City, LA4/28/2016PENN L’Auberge Lake CharlesLake Charles, LA4/28/2016PENN Boomtown New OrleansNew Orleans, LA4/28/2016PENN Ameristar VicksburgVicksburg, MS4/28/2016PENN River City Casino & HotelSt. Louis, MO4/28/2016PENN Jackpot Properties (Cactus Petes and Horseshu)Jackpot, NV4/28/2016PENN Plainridge Park CasinoPlainridge, MA10/15/2018PENN CZR Master Lease (5 Properties)    Tropicana Atlantic CityAtlantic City, NJ10/1/2018CZR Tropicana EvansvilleEvansville, IN10/1/2018CZR Tropicana LaughlinLaughlin, NV10/1/2018CZR Trop Casino GreenvilleGreenville, MS10/1/2018CZR Belle of Baton RougeBaton Rouge, LA10/1/2018CZR BYD Master Lease (3 Properties)    Belterra Casino ResortFlorence, IN4/28/2016BYD Ameristar Kansas CityKansas City, MO4/28/2016BYD Ameristar St. CharlesSt. Charles, MO4/28/2016BYD Single Asset Leases    Belterra Park Gaming & Entertainment CenterCincinnati, OH10/15/2018BYD Lumière PlaceSt. Louis, MO10/1/2018CZR The Meadows Racetrack and CasinoWashington, PA9/9/2016PENN Casino QueenEast St. Louis, IL1/23/2014Casino Queen TRS Properties    Hollywood Casino Baton RougeBaton Rouge, LA11/1/2013GLPI Hollywood Casino PerryvillePerryville, MD11/1/2013GLPI Tropicana Las VegasLas Vegas, NV4/16/2020PENN Lease Information Master Leases  Single Asset Leases  PENN Master LeasePENN Amended Pinnacle Master LeaseCaesars Amended and Restated Master LeaseBYD Master Lease Belterra Park Lease operated by BYDPENN-Meadows LeaseLumière Place Lease operated by CZRCasino Queen Lease Property Count191253 1111 Number of States Represented10852 1111 Commencement Date11/1/20134/28/201610/1/201810/15/2018 10/15/20189/9/20169/29/20201/23/2014 Initial Term15102010 (1) 7.5 (1)101315 Renewal Terms20 (4x5 years)25 (5x5 years)20 (4x5 years)25 (5x5 years) 25 (5x5 years)19 (3x5years, 1x4 years)20 (4x5 years)20 (4x5 years) Corporate GuaranteeYesYesYesNo NoYesYesNo Master Lease with Cross CollateralizationYesYesYesYes NoNoNoNo Technical Default Landlord ProtectionYesYesYesYes YesYesYesYes Default Adjusted Revenue to Rent Coverage1.11.21.21.4 1.41.21.21.4 Competitive Radius Landlord ProtectionYesYesYesYes YesYesYesYes Escalator Details          Yearly Base Rent Escalator Maximum2%2%N/A2% 2%5% (2)2%2% Coverage as of Tenants’ latest Earnings Report (3)1.331.231.151.41 1.411.02N/A0.70 Minimum Escalator Coverage Governor1.81.8N/A (4)1.8 1.82.01.2 (5)1.8 Yearly Anniversary for RealizationNovember 2020May 2021October 2020May 2021 May 2021October 2020October 2021February 2021 Percentage Rent Reset Details          Reset Frequency5 years2 yearsN/A2 years 2 years2 yearsN/A5 years Next ResetNovember 2023May 2022N/AMay 2022 May 2022October 2020N/AFebruary 2024   (1) The initial term of these leases ends on April 30, 2026.(2) Meadows yearly escalator is 5% until a breakpoint when it resets to 2%.(3) Information with respect to our tenants’ rent coverage was provided by our tenants as of June 30, 2020. GLPI has not independently verified the accuracy of the tenants’ information and therefore makes no representation as to its accuracy.(4) In the third quarter of 2020, an amendment to this Master Lease became effective which extended the initial lease term to 20 years, eliminated the variable rent component in its entirety, and established land base and building base rent at approximately $23.6 million and $62.1 million, respectively, upon the commencement of the third lease year. Upon the commencement of the fifth lease year, fixed escalations will occur on the building base rent that will total 1.25% in the fifth and sixth lease year, 1.75% in the seventh and eighth lease years and 2% in the ninth lease year and each lease year thereafter.(5) For the first five lease years after which time the ratio increases to 1.8. Disclosure Regarding Non-GAAP Financial MeasuresFFO, FFO per diluted common share, AFFO, AFFO per diluted common share, Adjusted EBITDA and 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. The Company believes FFO, FFO per diluted common share, AFFO, AFFO per diluted common share, 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, inclusive of rent credits recognized in connection with the Tropicana Las Vegas transaction, 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.FFO, FFO per diluted common share, AFFO, AFFO per diluted common share, 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 sales of property and real estate depreciation. We have defined AFFO as FFO excluding stock based compensation expense, the amortization of debt issuance costs, bond premiums and original issuance discounts, other depreciation, the amortization of land rights, straight-line rent adjustments, losses on debt extinguishment, and loan impairment charges reduced by capital maintenance expenditures. We have defined Adjusted EBITDA as net income excluding interest, taxes on income, depreciation, (gains) or losses from sales of property, stock based compensation expense, straight-line rent adjustments, the amortization of land rights, losses on debt extinguishment and loan impairment charges. For financial reporting and debt covenant purposes, the Company includes the amounts of non-cash rents earned in FFO, AFFO, and Adjusted EBITDA. Finally, we have defined Cash NOI as Adjusted EBITDA for the REIT excluding real estate general and administrative expenses and including stock based compensation expense and (gains) or losses from sales of property.FFO, FFO per diluted common share, AFFO, AFFO per diluted common share, 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 share, AFFO, AFFO per share, 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 PropertiesGLPI 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 StatementsThis 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 receipt of rent payments in future periods, the impact of future transactions and expected future dividend payments. 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: the effect of pandemics such as COVID-19 on GLPI as a result of the impact of such pandemics on the business operations of GLPI’s tenants and their continued ability to pay rent in a timely manner or at all; GLPI’s ability to successfully consummate the announced transactions with PENN, including the ability of the parties to satisfy the various conditions to closing, including receipt of all required regulatory approvals, or other delays or impediments to completing the proposed transactions; 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, 2019, 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.ContactInvestor Relations – Gaming and Leisure Properties, Inc. Matthew Demchyk Joseph Jaffoni, Richard Land, James Leahy at JCIR T: 610/401-2900 T: 212/835-8500 Email: investorinquiries@glpropinc.com Email: glpi@jcir.com

  • Twin River Acquires Tropicana Evansville Casino
    PR Newswire

    Twin River Acquires Tropicana Evansville Casino

    Twin River Worldwide Holdings, Inc. (NYSE: TRWH) today announced that it has entered into an agreement to acquire the Tropicana Evansville casino operations from Caesars Entertainment, Inc. (NASDAQ: CZR) for $140 million. As a result of the transaction structure, Twin River will make the acquisition without any cash outlay.

  • Gaming and Leisure Properties to Acquire Two Regional Gaming Properties for $484 Million and Simultaneously Enter Into a New Master Lease Agreement With Twin River Worldwide Holdings
    GlobeNewswire

    Gaming and Leisure Properties to Acquire Two Regional Gaming Properties for $484 Million and Simultaneously Enter Into a New Master Lease Agreement With Twin River Worldwide Holdings

    Acquisition Expected to be Immediately Accretive at Closing and Further Diversifies Tenant RosterAcquiring Desirable Regional Gaming Assets at an 8.3% Capitalization RateWYOMISSING, Pa., Oct. 27, 2020 (GLOBE NEWSWIRE) -- Gaming and Leisure Properties, Inc. (NASDAQ: GLPI) (“GLPI” or the “Company”) announced today that it entered into definitive agreements to acquire the real property assets of Dover Downs Hotel and Casino from Twin River Worldwide Holdings, Inc. (“Twin River”) (NYSE: TRWH) and to re-acquire the real property assets of Tropicana Evansville from Caesars Entertainment, Inc. (“Caesars”) (NASDAQ: CZR), after the substitution right related to the property was triggered. Pursuant to the Tropicana Evansville agreement, GLPI will acquire the real property assets for approximately $340.0 million, and Twin River will acquire the operating assets of the property for approximately $140.0 million. GLPI will separately engage in a sale-leaseback transaction directly with Twin River for Dover Downs, and will acquire the real property for $144.0 million. The two properties have an aggregate real estate purchase price of approximately $484 million.Simultaneous with the closing of these transactions, GLPI will enter into a new triple-net master lease with Twin River for both assets with an initial term of 15 years, with four 5-year tenant renewal options. The initial annual cash rent will be $40.0 million, representing an implied capitalization rate of 8.3%. The trailing rent coverage ratio in the first year after closing is expected to approximate 2.1x and the master lease obligations will be subject to a corporate guarantee from Twin River.   Peter Carlino, Chairman and CEO of GLPI, commented, “We are excited to establish a formal relationship with Twin River as they represent another leading operator to add to GLPI’s growing platform. Our new master lease with Twin River will have strong rent coverage at an accretive cap rate and is the result of our team’s hard work to structure and complete a complex transaction that benefits both parties. These transactions further diversify our portfolio with the addition of a new operator and expands our footprint into Delaware.”“Twin River is pleased to be working with GLPI on these transactions. They allow us to further expand our regional presence into Indiana while monetizing the real estate at Dover Downs,” commented George Papanier, President and Chief Executive Officer of Twin River.  “Twin River looks forward to collaborating with GLPI in our efforts to grow and diversify our high-quality portfolio of regional gaming assets.”The transaction is expected to close in mid-2021, subject to receipt of required regulatory approvals and other customary closing conditions. In a continuation of GLPI’s focus on prudent balance sheet management, we will consider a menu of options to permanently fund the transactions including the use of retained cash flow, potential disposition proceeds from the Tropicana and/or our Perryville option with Penn, issuance under our ATM program, proceeds of one or more future capital markets transactions and/or the use of our revolving credit facility.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 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 ability to complete the transactions and the accretive impact of such 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 ability to successfully consummate the announced transactions with Caesars and Twin River, including the ability of the parties to satisfy the various conditions to closing, including receipt of all required regulatory approvals, or other delays or impediments to completing the proposed transactions; 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, 2019, 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.ContactJCIR, Investor RelationsGaming and Leisure Properties Joseph Jaffoni, Richard Land, James LeahyMatthew Demchyk, SVP, Investments T: 212/835-8500T: 610/401-2900 Email: glpi@jcir.comEmail: investorinquiries@glpropinc.com