UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)



~~(Mark One)~~
x☒	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2019

~~For the fiscal year ended December 31, 2018~~
OR
o☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
~~For the transition period from to~~

For the transition period from to

Commission ~~file number~~ File Number 001-36124

Gaming and Leisure Properties, Inc.

(Exact name of registrant as specified in its charter)



Pennsylvania		46-2116489
(State or other jurisdiction of incorporation or organization)		~~46-2116489~~ (I.R.S. Employer Identification No.)
~~845 Berkshire Blvd., Suite 200~~ ~~Wyomissing, Pennsylvania~~ ~~(Address of principal executive offices)~~		~~19610~~ ~~(Zip Code)~~

845 Berkshire Blvd., Suite 200

Wyomissing, PA19610

(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code: ~~(610)~~ 610401-2900

Securities registered pursuant to Section 12(b) of the Act:



Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $.01 per share	GLPI	NASDAQ

Securities registered pursuant to Section 12(g) of the Act:

None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yesx☒ No o☐

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o☐Nox☒

Indicate by check mark whether the registrant (1) has filed all reports to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yesx☒ No o☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yesx☒ No o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of the registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer", "accelerated filer", "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act:



Large accelerated filerx	☒	Accelerated filer	☐
		~~Accelerated~~
Non-accelerated filero	☐	Smaller reporting company	☐
		~~Non-accelerated filer~~ o ~~(Do not check if a~~ ~~smaller reporting company)~~
		~~Smaller reporting company~~ o Emerging growth companyo	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section13(a) of the Exchange Act. o☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o☐ No x☒

As of June 30, ~~2018~~2019 (the last business day of the registrant's most recently completed second fiscal quarter), the aggregate market value of the voting common stock held by non-affiliates of the registrant was approximately ~~$7.2~~$7.9 billion. Such aggregate market value was computed by reference to the closing price of the common stock as reported on the NASDAQ Global Select Market on June ~~29, 2018.~~28, 2019.

The number of shares of the registrant's common stock outstanding as of February ~~8, 2019~~18, 2020 was ~~214,638,534.~~215,101,747.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the registrant's definitive proxy statement for its ~~2019~~2020 annual meeting of shareholders (when it is filed) will be incorporated by reference into Part III of this Annual Report on Form 10-K.

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 subsidiaries (collectively, 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, and 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 and to secure additional avenues of growth beyond the gaming ~~industry~~industry. 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 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 obtaining, the regulatory approvals required to own and/or operate our properties, or other delays or impediments to completing our planned acquisitions or projects;

our ability to maintain our status as a real estate investment trust ("REIT"), given the highly technical and complex Internal Revenue Code (the "Code") provisions for which only limited judicial and administrative authorities exist, where even a technical or inadvertent violation could jeopardize REIT qualification and where requirements may depend in part on the actions of third parties over which the Company has no control or only limited influence;

the satisfaction of certain asset, income, organizational, distribution, shareholder ownership and other requirements on a continuing basis in order for the Company to maintain its REIT status;

the ability and willingness of our tenants, operators and other third parties to meet and/or perform their obligations under their respective contractual arrangements with us, including lease and note requirements and in some cases, their obligations to indemnify, defend and hold us harmless from and against various claims, litigation and liabilities;

the ability of our tenants and operators to maintain the financial strength and liquidity necessary to satisfy their respective obligations and liabilities to third parties, including without limitation to satisfy obligations under their existing credit facilities and other indebtedness;

the ability of our tenants and operators to comply with laws, rules and regulations in the operation of our properties, to deliver high quality services, to attract and retain qualified personnel and to attract customers;

the satisfaction of the ~~mortgage~~ loan made to Eldorado Resorts, Inc. ("Eldorado") by way of substitution of one or more additional Eldorado properties acceptable to Eldorado and the Company, which will be transferred to the ~~Company and added to the master lease agreement with Eldorado;~~Company;

the ability to generate sufficient cash flows to service our outstanding indebtedness;

the access to debt and equity capital markets, including for acquisitions or refinancing due to maturities;

adverse changes in our credit rating;

fluctuating interest ~~rates;~~rates and the potential phasing out of LIBOR after 2021;

the impact of global or regional economic conditions;

the availability of qualified personnel and our ability to retain our key management personnel;

GLPI's ~~duty~~obligation to indemnify Penn National Gaming, Inc. and its subsidiaries ("Penn") in certain circumstances if the spin-off transaction described in Part 1 of this Annual Report on Form 10-K fails to be tax-free;

changes in the United States tax law and other state, federal or local laws, whether or not specific to real estate, ~~real estate investment trusts~~REITs or to the gaming, lodging or hospitality industries;

changes in accounting standards;

the impact of weather events or conditions, natural disasters, acts of terrorism and other international hostilities, war or political instability;

other risks inherent in the real estate business, including potential liability relating to environmental matters and illiquidity of real estate investments; and

additional factors discussed in the sections entitled "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" in this report.

Certain of these factors and other factors, risks and uncertainties are discussed in the "Risk Factors" section of this report. Other unknown or unpredictable factors may also cause actual results to differ materially from those projected by the forward-looking statements. Most of these factors are difficult to anticipate and are generally beyond the control of the Company.

You should consider the areas of risk described above, as well as those set forth under the heading "Risk Factors," in connection with considering any forward-looking statements that may be made by the Company generally. The Company does not undertake any obligation to release publicly any revisions to any forward-looking statements, to report events or to report the occurrence of unanticipated events unless required to do so by law.

TABLE OF CONTENTS




		Page
PART I
ITEM 1.	BUSINESS	4
ITEM 1A.	RISK FACTORS	2324
ITEM 1B.	UNRESOLVED STAFF COMMENTS	35
~~ITEM 2.~~	~~PROPERTIES~~	36
ITEM 3.2.	~~LEGAL PROCEEDINGS~~PROPERTIES	3637
ITEM 4.3.	~~MINE SAFETY DISCLOSURES~~LEGAL PROCEEDINGS	3637
ITEM 4.	MINE SAFETY DISCLOSURES	37
PART II
ITEM 5.	MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED SHAREHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES	37
~~ITEM 6.~~	~~SELECTED FINANCIAL DATA~~	38
ITEM 7.6.	SELECTED FINANCIAL DATA	39
ITEM 7.	MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	3940
ITEM 7A.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	6261
ITEM 8.	FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA	63
ITEM 9.	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE	~~118~~114
ITEM 9A.	CONTROLS AND PROCEDURES	~~118~~114
ITEM 9B.	OTHER INFORMATION	~~120~~116
PART III
ITEM 10.	DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE	~~121~~117
ITEM 11.	EXECUTIVE COMPENSATION	~~121~~117
ITEM 12.	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDERS MATTERS	~~121~~117
ITEM 13.	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE	~~121~~117
ITEM 14.	PRINCIPAL ACCOUNTING FEES AND SERVICES	~~121~~117
PART IV
ITEM 15.	EXHIBITS, FINANCIAL STATEMENT SCHEDULES	~~122~~118
ITEM 16.	FORM 10-K SUMMARY	~~122~~118
	EXHIBIT INDEX	~~123~~119
	SIGNATURES	~~128~~124

This Annual Report on Form 10-K includes information regarding Penn National Gaming, Inc., a Pennsylvania corporation, and its subsidiaries (collectively "Penn"), Eldorado Resorts, Inc., a Nevada corporation, and its subsidiaries (collectively "Eldorado") and Boyd Gaming Corporation, a Nevada corporation, and its subsidiaries (collectively "Boyd"). Penn, Eldorado and Boyd are subject to the reporting requirements of the U.S. Securities and Exchange Commission ("SEC") and are required to file with the SEC annual reports containing audited financial information and quarterly reports containing unaudited financial information. The information related to Penn, Eldorado and Boyd provided in this Annual Report on Form 10-K has been derived from Penn's, Eldorado's and Boyd's respective public filings. We have not independently verified this information. We have no reason to believe that this information derived from such public filings is inaccurate in any material respect that has not been disclosed publicly. We are providing this data for information purposes only. Penn's, Eldorado's and Boyd's filings with the SEC can be found at ~~www.sec.gov.~~

In this Annual Report on Form 10-K, the terms "we," "us," "our," the "Company" and "GLPI" refer to Gaming and Leisure Properties, Inc. and subsidiaries, unless the context indicates otherwise.

PART I

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 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 Louisiana Casino Cruises, Inc. (d/b/a Hollywood Casino Baton Rouge) and Penn Cecil Maryland, Inc. (d/b/a Hollywood Casino Perryville)~~, which~~ (which are referred to as the "TRS ~~Properties,"~~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. GLPI owns and operates the TRS Properties through its indirect wholly-owned subsidiary, GLP Holdings, Inc.

The Company elected on its United States ("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 GLP Holdings, Inc., jointly elected to treat each of GLP Holdings, Inc., Louisiana Casino Cruises, Inc. and Penn Cecil Maryland, Inc. 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 for the year ended December 31, 2014, GLPI declared a special dividend to its shareholders to distribute any accumulated earnings and profits relating to the real property assets and attributable to any pre-REIT years, including any earnings and profits allocated to GLPI in connection with the Spin-Off, to comply with certain REIT qualification ~~requirements (the "Purging Distribution").~~requirements.

As a result of the Spin-Off, GLPI owns substantially all of Penn's former real property assets (as of the consummation of the Spin-Off) and leases back most of ~~these~~those assets to Penn for use by its subsidiaries pursuant to a unitary master lease (the "Penn Master Lease"). The Penn Master Lease is a triple-net operating lease with an initial term of 15 years (expiring October 31, 2028), with no purchase option, followed by four 5-year renewal options (exercisable by Penn) on the same terms and conditions. In April 2016, the Company acquired substantially all of the real estate assets of Pinnacle Entertainment, Inc. ("Pinnacle") for approximately $4.8 billion. GLPI originally leased these assets back to Pinnacle, under a unitary triple-net lease with an initial term of 10 years (expiring April 30, 2026), with no purchase option, followed by five 5-year renewal options (exercisable by Pinnacle) on the same terms and conditions (the "Pinnacle Master Lease"). On October 15, 2018, the Company completed its previously announced transactions with Penn, Pinnacle and Boyd to accommodate Penn's acquisition of the majority of Pinnacle's operations, pursuant to a definitive agreement and plan of merger between Penn and Pinnacle, dated December 17, 2017 (the "Penn-Pinnacle Merger"). Concurrent with the Penn-Pinnacle Merger, the Company amended the Pinnacle Master Lease to allow for the sale of the operating assets of Ameristar Casino Hotel Kansas City, Ameristar Casino Resort Spa St. Charles and Belterra Casino Resort from Pinnacle to Boyd Gaming Corporation ("Boyd") (the "Amended Pinnacle Master Lease") and entered into a new unitary triple-net master lease agreement with Boyd (the "Boyd Master Lease") for these properties on terms similar to the Company’s ~~existing master leases.~~Amended Pinnacle Master Lease. The Boyd Master Lease has an initial term of 10 years (from the original April 2016 commencement date of the Pinnacle Master Lease and expiring April 30, 2026), with no purchase option, followed by five 5-year renewal options (exercisable by Boyd) on the same terms and conditions. The Company also purchased the real estate assets of Plainridge Park Casino ("Plainridge Park") from Penn for $250.0 million, exclusive of transaction fees and taxes and added this property to the Amended Pinnacle Master Lease. The Amended Pinnacle Master Lease was assumed by Penn at the consummation of the Penn-Pinnacle Merger. The Company also entered into a mortgage loan agreement with Boyd in connection with Boyd's acquisition of Belterra Park Gaming & Entertainment Center ("Belterra

Park"), whereby the Company loaned Boyd $57.7 million (the "Belterra Park Loan"). ~~See Note 4 for further details surrounding the original Pinnacle acquisition and the subsequent acquisition of Pinnacle by Penn.~~

GLPI's primary business consists of acquiring, financing, and owning real estate property to be leased to gaming operators in triple-net lease arrangements. Triple-net leases are leases in which the lessee pays rent to the lessor, as well as all taxes, insurance, and maintenance expenses that arise from the use of the property. As of December 31, 2018, GLPI’s portfolio consisted of interests in 46 gaming and related facilities, including the TRS Properties, the real property associated with 33 gaming and related facilities operated by Penn, the real property associated with 6 gaming and related facilities operated by Eldorado (including one mortgaged facility), the real property associated with 4 gaming and related facilities operated by Boyd (including one mortgaged property) 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 23.5 million square feet. As of December 31, 2018, the Company's properties were 100% occupied.

~~We expect to grow our portfolio by pursuing opportunities to acquire additional gaming facilities to lease to gaming operators under prudent terms.~~ In addition to the acquisition of Plainridge Park described above, on October 1, 2018, the Company closed its previously announced transaction to acquire certain real property assets from Tropicana Entertainment Inc. ~~(“Tropicana”~~("Tropicana") and certain of its affiliates pursuant to a Purchase and Sale Agreement (the ~~“Real~~"Real Estate Purchase ~~Agreement”~~Agreement") dated April 15, 2018 between Tropicana and GLP Capital L.P. (“("GLP ~~Capital”~~Capital"), the operating partnership of GLPI, which was subsequently amended on October 1, 2018 (as amended, the ~~“Amended~~"Amended Real Estate Purchase ~~Agreement”~~Agreement"). Pursuant to the terms of the Amended Real Estate Purchase Agreement, the Company acquired the real estate assets of Tropicana Atlantic City, Tropicana Evansville,

Tropicana Laughlin, Trop Casino Greenville and the Belle of Baton Rouge (the ~~“GLP Assets”~~"GLP Assets") from Tropicana for an aggregate cash purchase price of $964.0 million, exclusive of transaction fees and taxes (the "Tropicana Acquisition"). Concurrent with the Tropicana Acquisition, Eldorado Resorts, Inc. ("Eldorado") acquired the operating assets of these properties from Tropicana pursuant to an Agreement and Plan of Merger dated April 15, 2018 by and among Tropicana, GLP Capital, Eldorado and a wholly-owned subsidiary of Eldorado (the "Tropicana Merger Agreement") and leased the GLP Assets from the Company pursuant to the terms of a new unitary triple-net master lease with ~~a 15-year~~an initial term of 15 years, with no purchase option, followed by four successive ~~5 -year~~5-year renewal periods (exercisable by Eldorado) on the same terms and conditions (the ~~“Eldorado~~"Eldorado Master ~~Lease”~~Lease"). Additionally, on October 1, 2018 the Company ~~made~~entered into a ~~mortgage~~ loan toagreement with Eldorado ~~in the amount of $246.0 million~~ in connection with Eldorado’s acquisition of Lumière Place Casino ("Lumière Place"), whereby the Company loaned Eldorado $246.0 million (together with the Tropicana Acquisition the "Tropicana Transactions").

~~Additionally, we believe we have~~GLPI's primary business consists of acquiring, financing, and owning real estate property to be leased to gaming operators in triple-net lease arrangements. Triple-net leases are leases in which the ~~ability~~lessee pays rent to ~~leverage~~ the ~~expertise~~lessor, as well as all taxes, insurance, utilities and maintenance expenses that arise from the use of the property. As of December 31, 2019, GLPI’s portfolio consisted of interests in 44 gaming and related facilities, including the TRS Properties, the real property associated with 32 gaming and related facilities operated by Penn, the real property associated with 5 gaming and related facilities operated by Eldorado, the real property associated with 4 gaming and related facilities operated by Boyd (including one financed property) and the real property associated with the Casino Queen in East St. Louis, Illinois. These facilities, including our ~~management team has developed over~~corporate headquarters building, are geographically diversified across 16 states and contain approximately 22.1 million square feet. As of December 31, 2019, the ~~years~~Company's properties were 100% occupied. We expect to ~~secure~~continue growing our portfolio by pursuing opportunities to acquire additional ~~avenues for growth beyond the~~ gaming ~~industry.~~facilities to lease to gaming operators under prudent terms.

Tax Status

We elected on our 2014 U.S. federal income tax return to be treated as a REIT and intend to continue to be organized and to operate in a manner that will permit us to qualify as a REIT. To qualify as a REIT, we must meet certain organizational and operational requirements, including a requirement to distribute at least 90% of our annual REIT taxable income to shareholders. As a REIT, we generally will not be subject to federal income tax on income that we distribute as dividends to our shareholders. If we fail to qualify as a REIT in any taxable year, we will be subject to U.S. federal income tax, including any applicable alternative minimum tax, on our taxable income at regular corporate income tax rates, and dividends paid to our shareholders would not be deductible by us in computing taxable income. Any resulting corporate liability could be substantial and could materially and adversely affect our net income and net cash available for distribution to shareholders. Unless we were entitled to relief under certain provisions of the Code, we also would be disqualified from re-electing to be taxed as a REIT for the four taxable years following the year in which we failed to qualify to be taxed as a REIT.

Our TRS Properties are able to engage in activities resulting in income that is not qualifying income for a REIT. As a result, certain activities of the Company which occur within our TRS Properties are subject to federal and state income taxes.

Tenants

As of December 31, ~~2018, 20~~2019, 19 of the Company’s real estate investment properties were leased to a subsidiary of Penn under the Penn Master Lease, 12 of the Company's real estate investment properties were leased to a subsidiary of Penn under the Amended Pinnacle Master Lease, 5 of the Company's real estate investment properties were leased to a subsidiary of Eldorado under the Eldorado Master Lease and 3 of the Company's real estate investment properties were leased to a subsidiary of Boyd under the Boyd Master Lease. Penn, Eldorado and Boyd are leading, diversified, multi-jurisdictional owners and managers of gaming and pari-mutuel properties and established gaming providers with strong financial performance. The obligations under the Penn and Amended Pinnacle Master Leases are guaranteed by Penn and by most of Penn's subsidiaries that occupy and operate the facilities leased under the respective master leases. The obligations under the Eldorado Master Lease are guaranteed by Eldorado and by most of Eldorado's subsidiaries that occupy and operate the facilities under the

~~Eldorado Master Lease. The obligations under the Boyd Master Lease are guaranteed by most of Boyd's subsidiaries that occupy and operate the facilities leased under the Boyd Master Lease.~~ Additionally, the real estate assets of the Meadows Racetrack and Casino (the "Meadows") are leased to Penn under a single property triple-net operating lease (the "Meadows Lease"). GLPI also leases the Casino Queen property back to its operator on a triple-net basis on terms similar to those in the master leases (the "Casino Queen Lease").

The obligations under the Penn and Amended Pinnacle Master Leases, as well as the Meadows Lease, are guaranteed by Penn and, with respect to each lease, jointly and severally by Penn's subsidiaries that occupy and operate the facilities covered by such lease. Similarly, the obligations under the Eldorado Master Lease are jointly and severally guaranteed by Eldorado and by most of Eldorado's subsidiaries that occupy and operate the facilities leased under the Eldorado Master Lease. The obligations under the Boyd Master Leases are jointly and severally guaranteed by Boyd's subsidiaries that occupy and operate the facilities leased under the Boyd Master Lease.

The rent structure under the Penn Master Lease includes a fixed component, a portion of which is subject to an annual 2% escalator if certain rent coverage ratio thresholds are met, and a component that is based on the performance of the facilities, which is adjusted, subject to certain floors (i) every five years to an amount equal to 4% of the average net revenues of all facilities under the Penn Master Lease (other than Hollywood Casino Columbus and Hollywood Casino Toledo) during

the preceding five years, and (ii) monthly by an amount equal to 20% of the net revenues of Hollywood Casino Columbus and Hollywood Casino Toledo during the preceding month.

Similar to the Penn Master Lease, each of the Amended Pinnacle Master Lease, ~~also~~Eldorado Master Lease and Boyd Master Lease includes a fixed component, a portion of which is subject to an annual 2% escalator if certain rent coverage ratio thresholds are met and a component that is based on the performance of the facilities, which is adjusted, subject to certain floors, every two years to an amount equal to 4% of the average annual net revenues of all facilities under the Amended Pinnacle Master Lease during the preceding two years.

The Eldorado Master Lease includes a fixed component, a portion of which is subject to an annual 2% escalator if certain rent coverage ratio thresholds are met and a component that is based on the performance of the facilities, which is adjusted, subject to certain floors every two years to an amount equal to 4% of the average annual net revenues of all facilities under the Eldorado Master Lease during the preceding two years.

The Boyd Master Lease includes a fixed component, a portion of which is subject to an annual 2% escalator if certain rent coverage ratio thresholds are met and a component that is based on the performance of the facilities, which is adjusted, subject to certain floors every two years to an amount equal to 4% of the average annual net revenues of all facilities under the Boyd Master Lease during the preceding two years.

The Meadows Lease contains a fixed component, subject to annual escalators, and a component that is based on the performance of the facility, which is reset every two years to ~~a fixed~~an amount determined by multiplying (i) 4% by (ii) the average annual net revenues of the facility for the trailing ~~two year~~two-year period. The Meadows Lease contains an annual escalator provision for up to 5% of the base rent, if certain rent coverage ratio thresholds are met, which remains at 5% until the earlier of ten years or the year in which total rent is $31 million, at which point the escalator will be reduced to 2% annually thereafter.

The rent structure under the Casino Queen Lease also includes a fixed component, a portion of which is subject to an annual 2% escalator if certain rent coverage ratio thresholds are met, and a component that is based on the performance of the facility, which is reset every five years to ~~a fixed~~an amount equal to the greater of (i) the annual amount of non-fixed rent applicable for the lease year immediately preceding such rent reset year and (ii) an amount equal to 4% of the average annual net revenues of the facility for the trailing five-year period.

Furthermore, the Company's master leases provide for a floor on the percentage rent described above, should the Company's tenants acquire or commence operating a competing facility within a restricted area (typically 60 miles from a property under the existing master lease with such tenant). These clauses provide landlord protections by basing the percentage rent floor for any affected facility on the net revenues of such facility for the calendar year immediately preceding the year in which the competing facility is acquired or first operated by the tenant. In June 2019, a percentage rent floor was triggered on Penn's Hollywood Casino Toledo property, as a result of Penn's purchase of the operations of the Greektown Casino-Hotel in Detroit, Michigan.

In addition to rent, as triple-net lessees, all of the Company's tenants are required to pay the following executory costs: (1) all facility maintenance, (2) all insurance required in connection with the leased properties and the business conducted on the leased properties, including coverage of the landlord's interests, (3) taxes levied on or with respect to the leased properties, (other than taxes on the income of the lessor), and (4) all utilities and other services necessary or appropriate for the leased properties and the business conducted on the leased properties.

Our tenants do not have the ability to terminate their obligations under our long-term tenant leases prior to ~~their~~the expiration of the initial ~~expiration~~term without the Company's consent. If our long-term tenant leases are terminated prior to their initial expiration other than with our consent, our tenants may be liable for damages and incur charges such as continued payment of rent through the end of the lease term and maintenance costs for the leased property. All of our tenant leases contain a limited number of renewal options which may be exercised at our tenants' option. The Penn Master Lease, the Eldorado Master Lease and the Casino Queen Lease each have an initial term of 15 years, with no purchase option, followed by four 5-year renewal options (exercisable by Penn, Eldorado or Casino Queen, respectively) on the same terms and conditions, while the Amended Pinnacle Master Lease and the Boyd Master Lease each have an initial term of 10 years (from the original April 2016 commencement date of the Pinnacle Master Lease), with no purchase option, followed by five 5-year renewal options (exercisable by Penn or Boyd, respectively) on the same terms and conditions. The Meadows Lease has an initial term of 10 years, with no purchase option, and the option to renew for three successive 5-year terms and one 4-year term (exercisable by Penn) on the same terms and conditions.

The following table summarizes certain features of our properties as of December 31, ~~2018:~~2019:


	Location	Tenant/Operator	Approx. Property Square Footage ⁽¹⁾	Owned Acreage	Leased Acreage ⁽²⁾	Hotel Rooms	Location	Tenant/Operator	Approx. Property Square Footage ⁽¹⁾	Owned Acreage	Leased Acreage ⁽²⁾	Hotel Rooms
Tenant Occupied Properties(3)
Hollywood Casino Lawrenceburg	Lawrenceburg, IN	Penn	634,000	73.1	32.1	295	Lawrenceburg, IN	Penn	634,000	73.1	32.1	295
Hollywood Casino Aurora	Aurora, IL	Penn	222,189	0.4	1.7	—	Aurora, IL	Penn	222,189	0.4	1.7	—
Hollywood Casino Joliet	Joliet, IL	Penn	322,446	275.6	—	100	Joliet, IL	Penn	322,446	275.6	—	100
Argosy Casino Alton	Alton, IL	Penn	124,569	0.2	3.6	—	Alton, IL	Penn	124,569	0.2	3.6	—
Hollywood Casino Toledo	Toledo, OH	Penn	285,335	42.3	—	—	Toledo, OH	Penn	285,335	42.3	—	—
Hollywood Casino Columbus	Columbus, OH	Penn	354,075	116.2	—	—	Columbus, OH	Penn	354,075	116.2	—	—
Hollywood Casino at Charles Town Races	Charles Town, WV	Penn	511,249	298.6	—	150	Charles Town, WV	Penn	511,249	298.6	—	153
Hollywood Casino at Penn National Race Course	Grantville, PA	Penn	451,758	573.7	—	—	Grantville, PA	Penn	451,758	573.7	—	—
M Resort	Henderson, NV	Penn	910,173	83.5	—	390	Henderson, NV	Penn	910,173	83.5	—	390
Hollywood Casino Bangor	Bangor, ME	Penn	257,085	6.4	37.9	152	Bangor, ME	Penn	257,085	6.4	37.9	152
Zia Park Casino ⁽³⁾⁽⁴⁾	Hobbs, NM	Penn	109,067	317.4	—	—	Hobbs, NM	Penn	109,067	317.4	—	—
Hollywood Casino Gulf Coast	Bay St. Louis, MS	Penn	425,920	578.7	—	291	Bay St. Louis, MS	Penn	425,920	578.7	—	291
Argosy Casino Riverside	Riverside, MO	Penn	450,397	37.9	—	248	Riverside, MO	Penn	450,397	37.9	—	258
Hollywood Casino Tunica	Tunica, MS	Penn	315,831	—	67.7	494	Tunica, MS	Penn	315,831	—	67.7	494
Boomtown Biloxi	Biloxi, MS	Penn	134,800	1.5	1.0	—	Biloxi, MS	Penn	134,800	1.5	1.0	—
Hollywood Casino St. Louis	Maryland Heights, MO	Penn	645,270	222.4	—	502	Maryland Heights, MO	Penn	645,270	220.8	—	502
Hollywood Gaming at Dayton Raceway	Dayton, OH	Penn	191,037	119.7	—	—	Dayton, OH	Penn	191,037	119.7	—	—
Hollywood Gaming at Mahoning Valley Race Course	Youngstown, OH	Penn	177,448	193.4	—	—	Youngstown, OH	Penn	177,448	193.4	—	—
Resorts Casino Tunica	Tunica, MS	Penn	319,823	—	86.6	201
1st Jackpot Casino	Tunica, MS	Penn	78,941	52.9	93.8	—	Tunica, MS	Penn	78,941	52.9	93.8	—
Ameristar Black Hawk	Black Hawk, CO	Penn	775,744	104.1	—	535	Black Hawk, CO	Penn	775,744	104.1	—	536
Ameristar East Chicago	East Chicago, IN	Penn	509,867	—	21.6	288	East Chicago, IN	Penn	509,867	—	21.6	288
Ameristar Council Bluffs ⁽³⁾	Council Bluffs, IA	Penn	312,047	36.2	22.6	160
Ameristar Council Bluffs ⁽⁴⁾							Council Bluffs, IA	Penn	312,047	36.2	22.6	160
L'Auberge Baton Rouge	Baton Rouge, LA	Penn	436,461	99.1	—	205	Baton Rouge, LA	Penn	436,461	99.1	—	205
Boomtown Bossier City	Bossier City, LA	Penn	281,747	21.8	—	187	Bossier City, LA	Penn	281,747	21.8	—	187
L'Auberge Lake Charles	Lake Charles, LA	Penn	1,014,497	—	234.5	995	Lake Charles, LA	Penn	1,014,497	—	234.5	995
Boomtown New Orleans	New Orleans, LA	Penn	278,227	53.6	—	150	New Orleans, LA	Penn	278,227	53.6	—	150
Ameristar Vicksburg	Vicksburg, MS	Penn	298,006	74.1	—	148	Vicksburg, MS	Penn	298,006	74.1	—	148
River City Casino and Hotel	St. Louis, MO	Penn	431,226	—	83.4	200	St. Louis, MO	Penn	431,226	—	83.4	200
Jackpot Properties ⁽⁴⁾	Jackpot, NV	Penn	419,800	79.5	—	416
Jackpot Properties ⁽⁵⁾							Jackpot, NV	Penn	419,800	79.5	—	416
Plainridge Park Casino	Plainville, MA	Penn	196,473	87.9	—	—	Plainville, MA	Penn	196,473	87.9	—	—
The Meadows Racetrack and Casino ⁽³⁾	Washington, PA	Penn	417,921	155.5	—	—
The Meadows Racetrack and Casino ⁽⁴⁾							Washington, PA	Penn	417,921	155.5	—	—
Casino Queen	East St. Louis, IL	Casino Queen	330,502	67.2	—	157	East St. Louis, IL	Casino Queen	330,502	67.2	—	157
Belterra Casino Resort	Florence, IN	Boyd	782,393	167.1	148.5	662	Florence, IN	Boyd	782,393	167.1	148.5	662
Ameristar Kansas City	Kansas City, MO	Boyd	763,939	224.5	31.4	184	Kansas City, MO	Boyd	763,939	224.5	31.4	184
Ameristar St. Charles	St. Charles, MO	Boyd	1,272,938	241.2	—	397	St. Charles, MO	Boyd	1,272,938	241.2	—	397
Tropicana Atlantic City	Atlantic City, NJ	Eldorado	4,232,018	18.3	—	2,366	Atlantic City, NJ	Eldorado	4,232,018	18.3	—	2,364
Tropicana Evansville	Evansville, IN	Eldorado	754,833	18.4	10.2	338	Evansville, IN	Eldorado	754,833	18.4	10.2	338
Tropicana Laughlin	Laughlin, NV	Eldorado	936,453	93.6	—	1,487	Laughlin, NV	Eldorado	936,453	93.6	—	1,487
Trop Casino Greenville	Greenville, MS	Eldorado	94,017	—	7.4	40	Greenville, MS	Eldorado	94,017	—	7.4	40
Belle of Baton Rouge	Baton Rouge, LA	Eldorado	386,398	13.1	0.8	288	Baton Rouge, LA	Eldorado	386,398	13.1	0.8	288
			21,846,920	4,549.1	884.8	12,026			21,527,097	4,547.5	798.2	11,837

Mortgaged Properties
Belterra Park Gaming & Entertainment Center ⁽⁵⁾	Cincinnati, OH	Boyd	372,650	160.0	—	—
Financed Property
Belterra Park Gaming & Entertainment Center ⁽⁶⁾							Cincinnati, OH	Boyd	372,650	160.0	—	—



	Level 1		Level 2		Level 3		Total Impairment Charges Recorded during the Year Ended December 31, 2018
	(in thousands)
Assets:
Goodwill	$	—	$	—	$	16,067	$	59,454
Loan receivable	—		—		13,000		1,500
Total assets measured at fair value on a nonrecurring basis	$	—	$	—	$	29,067	$	60,954

~~Goodwill~~

During the year ended December 31, 2018, the Company recorded goodwill impairment charges of $59.5 million on its Baton Rouge reporting unit, resulting from a significant reduction in the long-term earnings forecast of this property. The Company utilized the income approach to measure the fair value of goodwill, which involves a number of key assumptions, such as cash flow forecasts and discount rates. See Note 9 for additional information regarding the calculation of the impairment charge.

~~Loan Receivable~~Revenue Recognition

~~During the fourth quarter of 2018, the Company recorded an impairment charge of $1.5 million related to the paid-in-kind interest income on its loan receivable with Casino Queen.~~ The Company ~~determined, based upon facts~~recognizes rental revenue from tenants, including rental abatements, lease incentives and ~~circumstances existing~~contractually fixed increases attributable to operating leases, on a straight-line basis over the term of the related leases when collectability is reasonably assured in accordance with ASC 842 - Leases. Additionally, percentage rent that is fixed and determinable at ~~December 31, 2018, that~~ the ~~paid-in-kind interest due to~~lease inception date is recorded on a straight-line basis over the ~~Company at December 31, 2018 is not expected to be collected. Therefore,~~lease term, resulting in the Company did not recognize the paid-in-kind interest income due to the Company for the quarter ended December 31, 2018 and took a charge for the previously recognized paid-in-kind interest income throughrecognition of deferred rental revenue on the Company’s consolidated ~~statement of earnings as~~balance sheets. Deferred rental revenue is amortized to rental revenue on a ~~reversal~~straight-line basis over the remainder of the ~~paid-in-kind interest~~lease term. The lease term includes the initial non-cancelable lease term and any reasonably assured renewable periods. Contingent rental income that is not fixed and determinable at lease inception is recognized ~~earlier in~~only when the ~~year. See Note 8 for further details surrounding~~lessee achieves the ~~Casino Queen loan.~~

~~Real Estate Investments~~

~~Real estate investments primarily represent land and buildings leased~~specified target. Recognition of rental income commences when control of the facility has been transferred to the Company's tenants. The Company records the acquisition of real estate assets at fair value, including acquisition and closing costs. The cost of properties developed by the Company include costs of construction, property taxes, interest and other miscellaneous costs incurred during the development period until the project is substantially complete and available for occupancy. The Company considers the period of future benefit of the asset to determine the appropriate useful lives. Depreciation is computed using a straight-line method over the estimated useful lives of the buildings and building improvements which are generally between 10 to 31 years.tenant.

The Company continually monitors events and circumstances that could indicate that the carrying amount of its real estate investments may not be recoverable or realized. When indicators of potential impairment suggest that the carrying value of a real estate investment may not be recoverable, the Company estimates the fair value of the investment by calculating the undiscounted future cash flows from the use and eventual disposition of the investment. This amount is compared to the asset's carrying value. If the Company determines the carrying amount is not recoverable, it would recognize an impairment charge equivalent to the amount required to reduce the carrying value of the asset to its estimated fair value, calculated

Additionally, in accordance with GAAP. The Company groups its real estate investments together by lease, the lowest level for which identifiable cash flows are available, in evaluating impairment. In assessing the recoverability of the carrying value,ASC 842, the Company ~~must make assumptions regarding future cash flows and other factors. The factors considered by~~records revenue for the Company in performing this assessment include current operating results, market and other applicable trends and residual values, as well as the effect of obsolescence, demand, competition and other factors. If these estimates or the related assumptions change in the future, the Company may be required to record an impairment loss.

~~Land Rights~~

Land rights represent the Company's rights to land subject to long-term ground leases. The Company records land rights at the acquisition date fair value of the long-term rights purchased from sellers. Essentially, land rights represent the below market value of the related ground leases. Land rights are amortized over the individual lease term of each ground lease ~~including all renewal options. Amortization~~rent paid by its tenants with an offsetting expense ~~related to the land rights is recorded within~~in land rights and ground lease expense inwithin the ~~Company's~~ consolidated ~~statements~~statement of ~~income. Land rights are monitored for potential impairment in much the same way~~income as the ~~Company's real estate assets. If~~Company has concluded that as the lessee it is the primary obligor under the ground leases. The Company ~~determines the carrying amount of a land right is not recoverable, it would recognize an impairment charge equivalent~~subleases these ground leases back to its tenants, who are responsible for payment directly to the ~~amount required to reduce the carrying value of the asset to its estimated fair value, calculated in accordance with GAAP.~~

~~Property and Equipment Used in Operations~~

Property and equipment are stated at cost, less accumulated depreciation and represent assets used by the Company's TRS operations and certain corporate assets. Maintenance and repairs that neither add materially to the value of the asset nor appreciably prolong its useful life are charged to expense as incurred. Gains or losses on the disposal of property and equipment are included in the determination of income.

~~Depreciation of property and equipment is recorded using the straight-line method over the following estimated useful lives:~~



~~Land improvements~~		~~15 years~~
~~Building and improvements~~		~~5 to 31 years~~
~~Furniture, fixtures, and equipment~~		~~3 to 31 years~~

Leasehold improvements are depreciated over the shorter of the estimated useful life of the improvement or the related lease term. The estimated useful lives are determined based on the nature of the assets as well as the Company's current operating strategy.

The Company reviews the carrying value of its property and equipment for possible impairment whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable based upon the estimated undiscounted future cash flows expected to result from its use and eventual disposition. If the Company determines the carrying amount is not recoverable, it would recognize an impairment charge equivalent to the amount required to reduce the carrying value of the asset to its estimated fair value, calculated in accordance with GAAP. In estimating expected future cash flows for determining whether an asset is impaired, assets are grouped at the individual property level. In assessing the recoverability of the carrying value of property and equipment, the Company must make assumptions regarding future cash flows and other factors. The factors considered by the Company in performing this assessment include current operating results, market and other applicable trends and residual values, as well as the effect of obsolescence, demand, competition and other factors. If these estimates or the related assumptions change in the future, the Company may be required to record an impairment loss for these assets.

~~Mortgage Loans Receivable~~landlord.

The Company may periodically loan funds to casino owner-operators ~~via secured mortgage loans~~ for the purchase of gaming related properties. Mortgage loans are recorded on the Company's consolidated balance sheets at carrying value which approximates fair value. If the collectability of an outstanding mortgage balance is not reasonably assured, the Company will assess the loan's carrying value for potential impairment. If it is determined the loan is in fact impaired it will be written down or off completely. At December 31, 2018, the Company does not have any allowances recorded against its mortgage loans receivable as the collection of the remaining principal and interest payments is reasonable assured.real estate. Interest income related to ~~mortgage~~real estate loans ~~receivable~~ is recorded as revenue from ~~mortgaged~~ real estate within the Company's consolidated statements of income in the period earned.

~~Investments~~Gaming revenue generated by the TRS Properties mainly consists of revenue from slot machines and to a lesser extent, table game and poker revenue. Gaming revenue from slot machines is the aggregate net difference between gaming wins and losses with liabilities recognized for funds deposited by customers before gaming play occurs, for "ticket-in, ticket-out" coupons in ~~Direct Financing Leases~~

~~As discussed in Note 8, prior~~the customers’ possession, and for accruals related to the ~~Penn-Pinnacle Merger, the Pinnacle Master Lease was bifurcated between an operating lease and~~anticipated payout of progressive jackpots. Progressive slot machines, which contain base jackpots that increase at a direct financing lease, with the land assets qualifying for operating lease treatment and the building assets triggering direct financing lease treatment. This net investment in direct financing lease was unwound in conjunction with the Penn-Pinnacle Merger, via the fourth amendment to the Pinnacle Master. As a result of this amendment, the Company reassessed the lease's classification and determined the new lease agreement qualified for operating lease treatment under ASC 840 - ~~Leases~~ ("ASC 840"). Therefore, subsequent to the Penn-Pinnacle Merger, the Pinnacle Master Lease is treated as an operating lease in its entirety and the building assets previously recorded as an investment in direct financing leaseprogressive rate based on the ~~Company's consolidated balance sheet were recorded~~number of coins played, are charged to revenue as ~~real estate assets on~~ the ~~Company's consolidated balance sheet. At December 31, 2017,~~amount of the ~~Company's investment~~jackpots increase. Table game gaming revenue is the aggregate of table drop adjusted for the change in ~~direct financing lease represented~~aggregate table chip inventory. Table drop is the ~~building~~total dollar amount of the currency, coins, chips, tokens, outstanding counter checks (markers), and front money that are removed from the live gaming tables. Gaming revenue is recognized net of certain sales incentives, including promotional allowances in accordance with ASC 606 - Revenues from Contracts with Customers. The Company also defers a portion of the ~~real estate assets acquired~~revenue received from customers (who participate in the ~~original Pinnacle transaction.~~

~~Goodwill and~~points-based loyalty programs) at the time of play until a later period when the points are redeemed or forfeited. Other ~~Intangible Assets~~

The Company's goodwill and intangible assets are the result of the contribution of Hollywood Casino Baton Rouge and Hollywood Casino Perryville in connection with the Spin-Off. The Company's goodwill resides on the books of its Hollywood Casino Baton Rouge subsidiary, while the other intangible asset represents a gaming license on the books of its Hollywood Casino Perryville subsidiary. Both subsidiaries are members ofrevenues at the TRS Properties ~~segment~~are derived from the properties' dining, retail and certain other ancillary activities and revenue for these activities is recognized as services are ~~considered separate reporting units~~performed.

Stock-Based Compensation

The Company's Amended 2013 Long Term Incentive Compensation Plan (the "2013 Plan") provides for the Company to issue restricted stock awards, including performance-based restricted stock awards, and other equity or cash based awards to employees. Any director, employee or consultant shall be eligible to receive such awards.

The Company accounts for stock compensation under ASC ~~350~~718 - ~~Intangibles~~Compensation - ~~Goodwill and Other~~ ~~("ASC 350"). Goodwill~~Stock Compensation, which requires the Company to expense the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award. This expense is ~~tested at~~recognized ratably over the ~~reporting~~requisite service period following the date of grant. The fair value of the Company's time-based restricted stock awards is equivalent to the closing stock price on the day

~~unit level, which is an operating segment or one level below an operating segment for which discrete financial information is available~~

~~Under ASC 350, the Company is required~~prior to ~~test goodwill for impairment at least annually and whenever events or circumstances indicate that it is more likely than not that goodwill may be impaired.~~grant. The Company ~~has elected~~utilizes a third-party valuation firm to perform its annual goodwill impairment test as of October 1 of each year. In accordance with ASC 350, the Company tests goodwill for impairment subsequent to testing its other long-lived assets for impairment.

~~ASC 350 prescribes a two-step goodwill impairment test, the first step which involves the determination of~~measure the fair value of ~~each reporting unit and its comparison to~~performance-based restricted stock awards at grant date using the carrying amount. In order to determine the fair value of the Baton Rouge reporting unit, the Company utilizes a discounted cash flow model, which relies on projected EBITDA to determine the reporting unit's future cash flows. If the carrying amount exceeds the fair value in step 1, then step 2 of the impairment test is performed to determine the implied fair value of goodwill. If the implied fair value of goodwill is less than the goodwill allocated to the reporting unit, an impairment loss is recognized.Monte Carlo model.

In accordance with ASC 350, the Company considers its Hollywood Casino Perryville gaming license an indefinite-lived intangible asset that does not require amortization based on the Company's future expectations to operate this casino indefinitely, as well as the gaming industry's historical experience in renewing these intangible assets at minimal cost with various state gaming commissions. Rather, the Company's gaming license is tested annually, or more frequently if indicators of impairment exist, for impairment by comparing the fair value of the recorded asset to its carrying amount. If the carrying amount of the indefinite-life intangible asset exceeds its fair value, an impairment loss is recognized. Hollywood Casino Perryville's gaming license will expire in September 2025, fifteen years from the casino's opening date. The Company expects to expense any costs related to the gaming license renewal as incurred.

The Company calculates the fair value of its gaming license using the Greenfield Method under the income approach. The Greenfield Method estimates the fair value of the gaming license assuming the Company built a casino with similar utilityunrecognized compensation cost relating to ~~that of the existing facility. The method assumes a theoretical start-up company going into business without any assets other than the intangible asset being valued. As such the value of the license~~restricted stock awards and performance-based restricted stock awards is ~~a function of the following items:~~

~~Projected revenues and operating cash flows;~~

~~Theoretical construction costs and duration;~~

~~Pre-opening expenses;~~

~~Discounting that reflects the level of risk associated with receiving future cash flows attributable to the license; and~~

~~Remaining useful life of the license~~

The evaluation of goodwill and indefinite-lived intangible assets requires the use of estimates about future operating results to determine the estimated fair value of the reporting unit and the indefinite-lived intangible assets. The Company must make various assumptions and estimates in performing its impairment testing. The implied fair value includes estimates of future cash flows that are based on reasonable and supportable assumptions, which represent the Company's best estimates of the cash flows expected to result from the use of the assets. Changes in estimates, increases in the Company's cost of capital, reductions in transaction multiples, changes in operating and capital expenditure assumptions or application of alternative assumptions and definitions could produce significantly different results. Future cash flow estimates are, by their nature, subjective and actual results may differ materially from the Company's estimates. If the Company's ongoing estimates of future cash flows are not met, the Company may have to record additional impairment charges in future accounting periods. The Company's estimates of cash flows are based on the current regulatory and economic climates,recognized as ~~well as recent operating information and budgets. These estimates could be negatively impacted by changes in federal, state or local regulations, economic downturns, or other events.~~

Forecasted cash flows can be significantly impacted by the local economy in which the Company's subsidiaries operate. For example, increases in unemployment rates can result in decreased customer visitations and/or lower customer spend per visit. In addition, new legislation which approves gaming in nearby jurisdictions or further expands gaming in jurisdictions in which the Company operates can result in increased competition for the property. This generally has a negative effect on profitability once competitors become established, as a certain level of cannibalization occurs absent an overall increase in customer visitations. Lastly, increases in gaming taxes approved by state regulatory bodies can negatively impact forecasted cash flows.

Assumptions and estimates about future cash flow levels are complex and subjective. They are sensitive to changes in underlying assumptions and can be affected by a variety of factors, including external factors, such as industry, geopolitical and economic trends, and internal factors, such as changes in the Company's business strategy, which may reallocate capital and

resources to different or new opportunities which management believes will enhance the Company's overall value but may be to the detriment of its existing operations. For further information on the Company's evaluation of its goodwill and gaming license for impairment during the year ended December 31, 2018, see Note 9.

~~Debt Issuance Costs~~

~~Debt issuance costs that are incurred by the Company in connection with the issuance of debt are deferred and amortized to interest~~ expense over the ~~contractual term of the underlying indebtedness. In accordance with ASU 2015-03,~~ ~~Interest - Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs,~~ the Company records long-term debt net of unamortized debt issuance costs on its consolidated balance sheets. Similarly, the Company records long-term debt net of any unamortized bond premiums and original issuance discounts on its consolidated balance sheets.awards’ remaining vesting periods.

~~Loans Receivable~~

~~The Company may periodically loan funds~~See Note 13 for further information related to tenants. Loans are made at prevailing market interest rates and recorded on the Company's consolidated balance sheets at carrying value which approximates fair value. If the collectability of an outstanding loan balance is not reasonably assured, the Company will assess the loan's carrying value for potential impairment. If it is determined the loan is in fact impaired it will be written down or off completely.stock-based compensation.

Income Taxes

The TRS Properties are able to engage in activities resulting in income that would not be qualifying income for a REIT. As a result, certain activities of the Company which occur within its TRS Properties are subject to federal and state income taxes.

The Company accounts for income taxes in accordance with ASC 740 - Income Taxes ("ASC 740"). Under ASC 740, deferred tax assets and liabilities are determined based on the differences between the financial statement carrying amounts and the tax bases of existing assets and liabilities and are measured at the prevailing enacted tax rates that will be in effect when these differences are settled or realized. ASC 740 also requires that deferred tax assets be reduced by a valuation allowance if it is more likely than not that some portion or all of the deferred tax assets will not be realized. The realizability of the deferred tax assets is evaluated by assessing the valuation allowance and by adjusting the amount of the allowance, if any, as necessary. The factors used to assess the likelihood of realization are the forecast of future taxable income.

ASC 740 also creates a single model to address uncertainty in tax positions, and clarifies the accounting for uncertainty in income taxes recognized in an enterprise's financial statements by prescribing the minimum recognition threshold a tax position is required to meet before being recognized in an enterprise's financial statements. It also provides guidance on derecognition, measurement, classification, interest and penalties, accounting in interim periods, disclosure and transition. The Company did not have any uncertain tax positions for the three years ended December 31, ~~2018.~~2019.

The Company is required under ASC 740 to disclose its accounting policy for classifying interest and penalties, the amount of interest and penalties charged to expense each period, as well as the cumulative amounts recorded in the consolidated balance sheets. If and when they occur, the Company will classify any income tax-related penalties and interest accrued related to unrecognized tax benefits in taxes on income within the consolidated statements of income. During the years ended December 31, 2019, 2018 and 2017, the Company recognized ~~no penalties and interest, net of deferred income taxes and during the year ended December 31, 2016, the Company recognized $1 thousand of~~0 penalties and interest, net of deferred income taxes.

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 the Company, together with an indirect wholly-owned subsidiary of the Company, GLP Holdings, Inc., jointly elected to treat each of GLP Holdings, Inc., Louisiana Casino Cruises, Inc. and Penn Cecil Maryland, Inc. as a "taxable REIT subsidiary" effective on the first day of the first taxable year of GLPI as a REIT. The Company continues to be organized and to operate in a manner that will permit the Company to qualify as a REIT. To qualify as a REIT, the Company must meet certain organizational and operational requirements, including a requirement to distribute at least 90% of its annual REIT taxable income to shareholders. As a REIT, the Company generally will not be subject to federal, state or local income tax on income that it distributes as dividends to its shareholders, except in those jurisdictions that do not allow a deduction for such distributions. If the Company fails to qualify as a REIT in any taxable year, it will be subject to U.S. federal, state and local income tax, including any applicable alternative minimum tax, on its taxable income at regular corporate income tax rates, and dividends paid to its shareholders would not be deductible by the Company in computing taxable income. Any resulting corporate liability could be substantial and could materially and adversely affect the Company's net income and net cash available for distribution to shareholders. Unless the Company was entitled to relief under certain Internal Revenue Code provisions, the Company also would be disqualified from re-electing to be taxed as a REIT for the 4 taxable years following the year in which it failed to qualify to be taxed as a REIT.

Earnings Per Share

The Company calculates earnings per share ("EPS") in accordance with ASC 260 - Earnings Per Share. Basic EPS is computed by dividing net income applicable to common stock by the weighted-average number of common shares outstanding during the period, excluding net income attributable to participating securities (unvested restricted stock awards). Diluted EPS reflects the additional dilution for all potentially-dilutive securities such as stock options, unvested restricted shares and unvested performance-based restricted shares. See Note 15 for further details on the Company's earnings per share calculations.

Segment Information

Consistent with how the Company’s Chief Operating Decision Maker (as such term is defined in ASC 280 - Segment Reporting) reviews and assesses the Company’s financial performance, the Company has 2 reportable segments, GLP Capital, L.P. (a wholly-owned subsidiary of GLPI through which GLPI owns substantially all of its real estate assets) and the TRS Properties. The GLP Capital reportable segment consists of the leased real property and represents the majority of the Company’s business. The TRS Properties reportable segment consists of Hollywood Casino Perryville and Hollywood Casino Baton Rouge. See Note 17 for further information with respect to the Company’s segments.

Concentration of Credit Risk

Concentrations of credit risk arise when a number of operators, tenants, or obligors related to the Company's investments are engaged in similar business activities, or activities in the same geographic region, or have similar economic features that would cause their ability to meet contractual obligations, including those to the Company, to be similarly affected by changes in economic conditions. Additionally, concentrations of credit risk may arise when revenues of the Company are derived from a small number of tenants. As of December 31, 2019, substantially all of the Company's real estate properties were leased to Penn, Eldorado and Boyd. During the year ended December 31, 2019, approximately 79%, 11% and 9% of the Company's collective income from real estate was derived from tenant leases and real estate loans with Penn, Eldorado and Boyd, respectively. Revenues from our tenants are reported in the Company's GLP Capital, L.P. reportable segment. Penn, Eldorado and Boyd are publicly traded companies that are subject to the informational filing requirements of the Securities Exchange Act of 1934, as amended, and are required to file periodic reports on Form 10-K and Form 10-Q and current reports on Form 8-K with the Securities and Exchange Commission ("SEC"). Readers are directed to Penn, Eldorado and Boyd's respective websites for further financial information on these companies. Other than the Company's tenant concentration, management believes the Company's portfolio was reasonably diversified by geographical location and did not contain any other significant concentrations of credit risk. As of December 31, 2019, the Company's portfolio of 44 properties is diversified by location across 16 states.

Financial instruments that subject the Company to credit risk consist of cash and cash equivalents, accounts receivable, real estate loans and other loans receivable. The Company's policy is to limit the amount of credit exposure to any one financial institution and place investments with financial institutions evaluated as being creditworthy, or in short-term money market and tax-free bond funds which are exposed to minimal interest rate and credit risk. At times, the Company has bank deposits and overnight repurchase agreements that exceed federally-insured limits.

3. New Accounting Pronouncements

Recently Adopted Accounting Pronouncements

In February 2016, the Financial Accounting Standards Board ("FASB") issued ASU No. 2016-02, Leases (Topic 842) ("ASU 2016-02"). This ASU primarily provides new guidance for lessees on the accounting treatment of operating leases. Under the new guidance, lessees are required to recognize assets and liabilities arising from operating leases on the balance sheet. ASU 2016-02 also aligns lessor accounting with the revenue recognition guidance in Topic 606 of the Accounting Standards Codification. Generally speaking, ASU 2016-02 more significantly impacted the accounting for leases in which GLPI is the lessee by requiring the Company to record a right-of-use asset and lease liability on its consolidated balance sheet for these leases. The Company's accounting treatment of its triple-net tenant leases, which are the primary source of revenues to the Company, were not significantly impacted by the adoption of ASU 2016-02, other than to eliminate the real estate tax gross-up discussed below.

In July 2018, the FASB issued ASU No. 2018-11, Leases (Topic 842): Targeted Improvements ("ASU 2018-11") which permits companies to apply the transition provisions of ASU 2016-02 at its effective date (i.e. comparative financial statements are not required). Furthermore, in December 2018, the FASB issued ASU No. 2018-20, Leases (Topic 842):Narrow Scope Improvements for Lessors ("ASU 2018-20"). ASU 2018-20 clarifies that lessor costs paid directly to a third-party by a lessee on behalf of the lessor are no longer required to be recognized in the lessor's financial statements. Therefore, upon the adoption of ASU 2016-02, the Company no longer grosses-up its financial statements for real estate taxes paid directly to third-parties by its tenants. The Company notes, however, that ground leases for which the tenant pays the landlord directly on the Company's behalf are still required to be grossed-up within its consolidated financial statements upon the adoption of ASU 2016-02 as these are not considered lessor costs. On January 1, 2019, the Company adopted ASU 2016-02 using the new transition option available under ASU 2018-11 and recorded right-of-use assets and related lease liabilities of $203 million on its consolidated balance sheet to represent its rights to underlying assets and its future lease obligations. Also in connection with the adoption of ASC 842 - Leases ("ASC 842"), the land rights recorded on balance sheet in conjunction with the Company's assumption of below market leases at the time it acquired the related land and building assets are now required to be

reported in the aggregate with the Company's operating lease right-of-use assets, reflected as right-of-use assets and land rights, net on the consolidated balance sheet. Furthermore, the Company elected the package of practical expedients, which among other things, did not require the Company to reassess the lease classification of its existing leases and the practical expedient related to land easements, which allowed the Company to bypass the reassessment of existing or expired land easements for the existence of a lease under ASC 842. See Note 7 for further disclosures related to the adoption of ASU 2016-02.

Accounting Pronouncements Not Yet Adopted

In August 2018, the FASB issued ASU No. 2018-15, Intangibles - Goodwill and Other - Internal Use Software (Subtopic 350-40: Customer's Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement that is a Service Contract (a consensus of the FASB Emerging Issues Task Force) ("ASU 2018-15"). This ASU clarifies that entities should follow the guidance for capitalizing implementation costs incurred to develop or obtain internal-use software to account for implementation costs of cloud computing arrangements that are service contracts. ASU 2018-15 does not change the accounting for the service component of a cloud computing arrangement. The Company adopted ASU 2018-15 on January 1, 2020 and does not expect the adoption of ASU 2018-15 to have a significant impact on its consolidated financial statements.

In January 2017, the FASB issued ASU 2017-04. This ASU simplifies an entity's goodwill impairment test by eliminating Step 2 from the test. The new guidance also amends the definition of impairment to a condition that exists when the carrying amount of goodwill exceeds its fair value. By eliminating Step 2 from the test, entities are no longer required to determine the implied fair value of goodwill by computing the fair value (at impairment testing date) of all assets and liabilities in a manner similar to that required in conjunction with business combinations. Upon the adoption of ASU 2017-04, an impairment charge is simply recorded as the difference between carrying value and fair value, when carrying value exceeds fair value. The Company adopted ASU 2017-04 on January 1, 2020 and expects the new guidance to simplify the analysis required under its future goodwill impairment tests.

In June 2016, the FASB issued ASU No. 2016-13. This ASU introduces a new model for estimating credit losses for certain types of financial instruments, including mortgage, real estate and other loans receivable, amongst other financial instruments. ASU 2016-13 sets forth an "expected credit loss" impairment model to replace the current "incurred loss" method of recognizing credit losses, which is intended to improve financial reporting by requiring timely recording of credit losses on loans and other financial instruments. The Company adopted ASU 2016-13 on January 1, 2020 and did not record any allowances against its financial instruments subject to the new guidance.

4.Real Estate Investments

Real estate investments, net, represent investments in 42 rental properties and the corporate headquarters building and is summarized as follows:



	December 31, 2019			December 31, 2018
	(in thousands)
Land and improvements	$	2,552,285		$	2,552,475
Building and improvements	5,749,211			5,762,071
Total real estate investments	8,301,496			8,314,546
Less accumulated depreciation	(1,200,941		)	(983,086		)
Real estate investments, net	$	7,100,555		$	7,331,460

On June 30, 2019, the Resorts Casino Tunica property was closed by the Company's tenant, resulting in the acceleration of $10.3 million of depreciation expense related to the building at this property. The net book value of this building is 0 at December 31, 2019. The Company entered into an agreement to terminate the long-term ground lease for this property, which will be effective in February 2020, at which time such ground lease will be removed from the Penn Master Lease.

5.Property and Equipment Used in Operations

Property and equipment used in operations, net, consists of the following and primarily represents the assets utilized at the TRS Properties



	December 31, 2019			December 31, 2018
	(in thousands)
Land and improvements	$	30,492		$	30,431
Building and improvements	116,904			116,776
Furniture, fixtures, and equipment	118,766			117,247
Construction in progress	120			284
Total property and equipment	266,282			264,738
Less accumulated depreciation	(172,202		)	(163,854		)
Property and equipment, net	$	94,080		$	100,884

6. Receivables

Real Estate Loans

At December 31, 2019, the Company has two loans, the proceeds of which were used to acquire real estate by the respective casino owner-operators. On October 1, 2018, Eldorado purchased the real estate assets of Lumière Place Casino and Hotel from Tropicana for a cash purchase price of $246.0 million, exclusive of transaction fees. Financing for the transaction was provided by the Company in the form of $246.0 million real estate loan (the "Eldorado Loan"). The Eldorado Loan bears interest at a rate equal to (i) 9.09% until October 1, 2019 and (ii) 9.27% until its maturity. On the one-year anniversary of the Eldorado Loan, the mortgage evidenced by a deed of trust on the Lumière Place property terminated and the loan became unsecured and will remain unsecured until its final maturity on the two-year anniversary of the closing. The parties anticipate that the Eldorado Loan will be fully repaid on or prior to maturity by way of substitution of one or more additional Eldorado properties acceptable to Eldorado and the Company, which will be transferred to the Company and added to the Eldorado Master Lease.

On October 15, 2018, Boyd purchased the real estate assets of Belterra Park from Pinnacle for a cash purchase price of $57.7 million, exclusive of transaction fees. Financing for the transaction was provided by the Company in the form of $57.7 million secured mortgage loan on Belterra Park (the "Belterra Park Loan"). The Belterra Park Loan's initial interest rate was equal to 11.11% and the loan matures in connection with the expiration of the Boyd Master Lease (as may be extended at the tenant's option to April 30, 2051). At December 31, 2019, the interest rate on the Belterra Park Loan had increased to 11.20%.

At December 31, 2019, the Company does not have any allowances recorded against its real estate loans as the collection of the remaining principal and interest payments is reasonable assured.

Other Loans Receivable

In January 2014, the Company completed the asset acquisition of the real property associated with the Casino Queen in East St. Louis, Illinois. GLPI leases the property back to Casino Queen on a triple-net basis on terms similar to those in the Company's existing master leases. The lease has an initial term of 15 years and the tenant has an option to renew it at the same terms and conditions for 4 successive 5-year periods (the "Casino Queen Lease").

Simultaneously with the Casino Queen acquisition, GLPI provided Casino Queen with a $43.0 million, five-year term loan at 7% interest, pre-payable at any time, which, together with the sale proceeds, completely refinanced and retired all of Casino Queen’s outstanding long-term debt obligations. On March 13, 2017, the outstanding principal and interest on this loan was repaid in full and GLPI simultaneously provided a new unsecured $13.0 million, 5.5-year term loan (the "Casino Queen Loan") to CQ Holding Company, Inc., an affiliate of Casino Queen ("CQ Holding Company"), to partially finance its acquisition of Lady Luck Casino in Marquette, Iowa. The Casino Queen Loan bears an interest rate of 15% and is pre-payable at any time.

On June 12, 2018, the Company received a Notice of Event of Default under the senior credit agreement of CQ Holding Company from the secured lender under such agreement, which reported a covenant default under its senior secured agreement. Under the terms of that agreement, when an event of default occurs, CQ Holding Company is prohibited from

making cash payments to unsecured lenders such as GLPI. Therefore, beginning in June 2018 and through December 31, 2019, the interest due from CQ Holding Company under the Company's unsecured loan was paid in kind. In addition to the covenant violation noted above under its senior credit agreement, CQ Holding Company also had a payment default under the senior credit agreement. Furthermore, the Company notified Casino Queen of events of default under the Company's unsecured loan with CQ Holding Company, related to financial covenant violations during the year ended December 31, 2018.

At December 31, 2018, active negotiations for the sale of Casino Queen's operations were taking place. Despite the payment and covenant defaults noted above, at that time, full payment of the principal was still expected, due to the anticipation that the operations were to be sold in the near term for an amount allowing for repayment of the full $13.0 million of loan principal due to GLPI. However, the paid-in-kind interest due to the Company at December 31, 2018 was not expected to be collected, resulting in an impairment charge of $1.5 million during the fourth quarter of 2018. The Company did not recognize the paid-in-kind interest income due to the Company for the quarter ended December 31, 2018 and took a charge for the previously recognized paid-in-kind interest income through the Company’s consolidated statement of earnings as a reversal of the paid-in-kind interest income recognized earlier in the year.

During 2019, the operating results of Casino Queen continued to decline, the secured debt of Casino Queen was sold to a third-party casino operator at a discount and the Company no longer expected the loan to be repaid. Thus, because the Company did not expect Casino Queen to be able to repay the $13.0 million of principal due to the Company under the Casino Queen Loan, the full $13.0 million of principal was written off at March 31, 2019. The Company has recorded an impairment charge of $13.0 million through the consolidated statement of income for the year ended December 31, 2019 to reflect the write-off of the Casino Queen Loan.

At December 31, 2019, all lease payments due from Casino Queen remain current, however Casino Queen was in violation of the rent coverage ratio required under its lease with the Company and the Company provided notice and a reservation of rights to Casino Queen and its secured lenders of such default.

7. Lease Assets and Lease Liabilities

Lease Assets

The Company is subject to various operating leases as lessee for both real estate and equipment, the majority of which are ground leases related to properties the Company leases to its tenants under triple-net operating leases. These ground leases may include fixed rent, as well as variable rent based upon an individual property’s performance or changes in an index such as the CPI and have maturity dates ranging from 2028 to 2108, when considering all renewal options. For certain of these ground leases, the Company’s tenants are responsible for payment directly to the third-party landlord. Under ASC 842, the Company is required to gross-up its consolidated financial statements for these ground leases as the Company is considered the primary obligor. In conjunction with the adoption of ASU 2016-02 on January 1, 2019, the Company recorded right-of-use assets and related lease liabilities on its consolidated balance sheet to represent its rights to use the underlying leased assets and its future lease obligations, respectively, including for those ground leases paid directly by our tenants. Because the right-of-use asset relates, in part, to the same leases which resulted in the land right assets the Company recorded on its consolidated balance sheet in conjunction with the Company's assumption of below market leases at the time it acquired the related land and building assets, the Company is required to report the right-of-use assets and land rights in the aggregate on the consolidated balance sheet.

Land rights, net represent the Company's rights to land subject to long-term ground leases. The Company obtained ground lease rights through the acquisition of several of its rental properties and immediately subleased the land to its tenants. These land rights represent the below market value of the related ground leases. The Company assessed the acquired ground leases to determine if the lease terms were favorable or unfavorable, given market conditions at the acquisition date. Because the market rents to be received under the Company's triple-net tenant leases were greater than the rents to be paid under the acquired ground leases, the Company concluded that the ground leases were below market and were therefore required to be recorded as a definite lived asset (land rights) on its books.

Components of the Company's right-of use assets and land rights, net are detailed below (in thousands):



	December 31, 2019
Right-of use assets - operating leases	$	184,063
Land rights, net	654,671
Right-of-use assets and land rights, net	$	838,734

On June 30, 2019, the Resorts Casino Tunica property was closed by the Company's tenant, resulting in the acceleration of $6.3 million of land right amortization expense related to the long-term ground lease at this property and bringing the net book value of this land right to 0 at December 31, 2019. Subsequent to the property's closure, the Company entered into an agreement to terminate the long-term ground lease for the Resorts Casino Tunica property, which will be effective in February 2020. In connection with the exercised termination option, the Company remeasured the lease liability and adjusted the right-of-use asset it had recorded on its consolidated balance sheet for this lease to align with the new termination date.

Land Rights

The land rights are amortized over the individual lease term of the related ground lease, including all renewal options, which ranged from 10 years to 92 years at their respective acquisition dates. Land rights net, consist of the following:



	December 31, 2019			December 31, 2018
	(in thousands)
Land rights	$	694,077		$	700,997
Less accumulated amortization	(39,406		)	(27,790		)
Land rights, net	$	654,671		$	673,207

As of December 31, 2019, estimated future amortization expense related to the Company’s land rights by fiscal year is as follows (in thousands):



Year ending December 31,
2020	$	12,081
2021	12,081
2022	12,081
2023	12,081
2024	12,081
Thereafter	594,266
Total	$	654,671

Lease Liabilities

At December 31, 2019, maturities of the Company's operating lease liabilities were as follows (in thousands):



Year ending December 31,
2020	$	14,071
2021	13,766
2022	13,659
2023	13,638
2024	13,617
Thereafter	644,059
Total lease payments	$	712,810
Less: interest	(528,839		)
Present value of lease liabilities	$	183,971

As a result of transitioning from the guidance in ASC 840 to ASC 842, the Company's annual minimum lease payments did not change.

Lease Expense

Operating lease costs represent the entire amount of expense recognized for operating leases that are recorded on the consolidated balance sheet. Variable lease costs are not included in the measurement of the lease liability and include both lease payments tied to a property's performance and changes in an index such as the CPI that are not determinable at lease commencement, while short-term lease costs are costs for those operating leases with a term of 12 months or less.

The components of lease expense were as follows:



	Year Ended December 31, 2019
	(in thousands)
Operating lease cost	$	15,482
Variable lease cost	9,048
Short-term lease cost	1,060
Amortization of land right assets	18,536
Total lease cost	$	44,126

Amortization expense related to the land right intangibles, as well as variable lease costs and the majority of the Company's operating lease costs are recorded within land rights and ground lease expense in the consolidated statements of income. The Company's short-term lease costs are recorded in both gaming, food, beverage and other expense and general and administrative expense in the consolidated statements of income, while a small portion of operating lease costs is also recorded in both gaming, food, beverage and other expense and general and administrative expense in the consolidated statements of income. Amortization expense related to the land right intangibles totaled $11.3 million and $10.4 million, respectively, for the years ended December 31, 2018 and 2017. Other lease costs totaled $18.9 million and $15.8 million, respectively, for the years ended December 31, 2018 and 2017.

Supplemental Disclosures Related to Leases

Supplemental balance sheet information related to the Company's operating leases was as follows:



	December 31, 2019
Weighted average remaining lease term - operating leases	53.51 years
Weighted average discount rate - operating leases	6.7%

Supplemental cash flow information related to the Company's operating leases was as follows:



	Year Ended December 31, 2019
	(in thousands)
Cash paid for amounts included in the measurement of leases liabilities:
Operating cash flows from operating leases ⁽¹⁾	$	2,226

Right-of-use assets obtained in exchange for new lease obligations:
Operating leases	$	293

⁽¹⁾The Company's cash paid for operating leases is significantly less than the lease cost for the same period due to the majority of the Company's ground lease rent being paid directly to the landlords by the Company's tenants. Although GLPI expends no cash related to these leases, they are required to be grossed up in the Company's financial statements under ASC 842.

8. Goodwill and Intangible Assets

Goodwill is an asset representing the future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized. The only goodwill of the Company is the goodwill recorded on the books of Hollywood Casino Baton Rouge, in connection with Penn's purchase of this entity prior to the Spin-

Off. The original assets and liabilities of GLPI, including goodwill and intangible assets were recorded at their respective historical carrying values at the time of the Spin-Off in accordance with the provisions of ASC 505. There is no goodwill recorded on the Company's GLP Capital segment, which holds the Company's REIT operations.

Changes in the carrying amount of goodwill for the years ended December 31, 2019 and 2018 are as follows:



	TRS Properties Business Segment
	(in thousands)
Balance at December 31, 2017	$	75,521
Acquisitions	—
Impairment losses	(59,454		)
Balance at December 31, 2018	$	16,067
Acquisitions	—
Impairment losses	—
Balance at December 31, 2019	$	16,067

During the year ended December 31, 2018, the Company recorded a goodwill impairment charge of $59.5 million in connection with its operations at Hollywood Casino Baton Rouge. This charge was driven by general market deterioration in the Baton Rouge region and the smoking ban at all Baton Rouge, Louisiana casinos that went into effect during the second quarter of 2018, both of which significantly impacted the Company's forecasted cash flows for this reporting unit. Subsequent to conducting its impairment tests on other long-lived assets, including the gaming license described below, the Company performed Step 1 of the goodwill impairment test, which indicated a potential impairment. Step 1 of the goodwill impairment test involved the determination of the fair value of the Baton Rouge reporting unit and its comparison to the reporting unit's carrying amount. Using a discounted cash flow model, which relied on projected EBITDA to determine the reporting unit's future cash flows, the Company calculated a fair value that was less than the reporting unit's carrying value and proceeded to Step 2. In Step 2 of the goodwill impairment test, the Company performed a fair value allocation as if the reporting unit had been acquired in a business combination and assigned the fair value of the reporting unit calculated in Step 1 to all assets and liabilities of the reporting unit, including any unrecognized intangible assets. Any residual fair value was allocated to goodwill to arrive at the implied fair value of goodwill. After completing the Step 2 allocation, the Company determined the goodwill on its Baton Rouge reporting unit had an implied fair value of $16.1 million and recorded the impairment charge of $59.5 million during the fourth quarter of 2018.

In accordance with ASC 350, the Company considers its gaming license at the Hollywood Casino Perryville property an indefinite-lived intangible asset that does not require amortization based on the Company's future expectations to operate this casino indefinitely, as well as the gaming industry's historical experience in renewing these intangible assets at minimal cost with various state gaming commissions. Rather, the Company's gaming license is tested annually, or more frequently if indicators of impairment exist, for impairment by comparing the fair value of the recorded asset to its carrying amount. If the carrying amount of the indefinite-life intangible asset exceeds its fair value, an impairment loss is recognized. Hollywood Casino Perryville's gaming license will expire in September 2025, fifteen years from the casino's opening date. The Company expects to expense any costs related to the gaming license renewal as incurred. The Company conducted its annual impairment assessment of the gaming license on October 1, 2019 using the Greenfield Method which estimates the fair value of the gaming license assuming the Company built a casino with similar utility to that of the existing facility. This method also assumes a theoretical start-up company going into business without any assets other than the intangible asset being valued. Based upon these assumptions and the Company's current forecasted cash flows for this reporting unit, the gaming license was not impaired. At both December 31, 2019 and 2018, the gaming license had a carrying value of $9.6 million.

9.Long-term Debt

Long-term debt, net of current maturities and unamortized debt issuance costs is as follows:



	December 31, 2019			December 31, 2018
	(in thousands)
Unsecured $1,175 million revolver	$	46,000		$	402,000
Unsecured term loan A-1	449,000			525,000
$1,000 million 4.875% senior unsecured notes due November 2020	215,174			1,000,000
$400 million 4.375% senior unsecured notes due April 2021	400,000			400,000
$500 million 5.375% senior unsecured notes due November 2023	500,000			500,000
$400 million 3.35% senior unsecured notes due September 2024	400,000			—
$850 million 5.250% senior unsecured notes due June 2025	850,000			850,000
$975 million 5.375% senior unsecured notes due April 2026	975,000			975,000
$500 million 5.750% senior unsecured notes due June 2028	500,000			500,000
$750 million 5.30% senior unsecured notes due January 2029	750,000			750,000
$700 million 4.00% senior unsecured notes due January 2030	700,000			—
Finance lease liability	989			1,112
Total long-term debt	5,786,163			5,903,112
Less: unamortized debt issuance costs, bond premiums and original issuance discounts	(48,201		)	(49,615		)
Total long-term debt, net of unamortized debt issuance costs, bond premiums and original issuance discounts	$	5,737,962		$	5,853,497

The following is a schedule of future minimum repayments of long-term debt as of December 31, 2019 (in thousands):



2020	$	215,303
2021	849,135
2022	142
2023	546,149
2024	400,156
Over 5 years	3,775,278
Total minimum payments	$	5,786,163

Senior Unsecured Credit Facility

The Company's senior unsecured credit facility (the "Credit Facility"), consists of a $1,175 million revolving credit facility and a $449 million Term Loan A-1 facility. The revolving credit facility matures on May 21, 2023 and the Term Loan A-1 facility matures on April 28, 2021.

At December 31, 2019, the Credit Facility had a gross outstanding balance of $495 million, consisting of the $449 million Term Loan A-1 facility and $46 million of borrowings under the revolving credit facility. Additionally, at December 31, 2019, the Company was contingently obligated under letters of credit issued pursuant to the Credit Facility with face amounts aggregating approximately $0.4 million, resulting in $1,128.6 million of available borrowing capacity under the revolving credit facility as of December 31, 2019.

The interest rates payable on the loans are, at the Company's option, equal to either a LIBOR rate or a base rate plus an applicable margin, which ranges from 1.0% to 2.0% per annum for LIBOR loans and 0.0% to 1.0% per annum for base rate loans, in each case, depending on the credit ratings assigned to the Credit Facility. At December 31, 2019, the applicable margin was 1.50% for LIBOR loans and 0.50% for base rate loans. In addition, the Company is required to pay a commitment fee on the unused portion of the commitments under the revolving facility at a rate that ranges from 0.15% to 0.35% per annum, depending on the credit ratings assigned to the Credit Facility. At December 31, 2019, the commitment fee rate was 0.25%. The Company is not required to repay any loans under the Credit Facility prior to maturity and may prepay all or any portion of the loans under the Credit Facility prior to maturity without premium or penalty, subject to reimbursement of any

LIBOR breakage costs of the lenders. The Company's wholly owned subsidiary, GLP Capital is the primary obligor under the Credit Facility, which is guaranteed by GLPI.

The Credit Facility contains customary covenants that, among other things, restrict, subject to certain exceptions, the ability of GLPI and its subsidiaries to grant liens on their assets, incur indebtedness, sell assets, make investments, engage in acquisitions, mergers or consolidations or pay certain dividends and other restricted payments. The Credit Facility contains the following financial covenants, which are measured quarterly on a trailing four-quarter basis: a maximum total debt to total asset value ratio, a maximum senior secured debt to total asset value ratio, a maximum ratio of certain recourse debt to unencumbered asset value and a minimum fixed charge coverage ratio. In addition, GLPI is required to maintain a minimum tangible net worth and its status as a REIT. GLPI is permitted to pay dividends to its shareholders as may be required in order to maintain REIT status, subject to the absence of payment or bankruptcy defaults. GLPI is also permitted to make other dividends and distributions subject to pro forma compliance with the financial covenants and the absence of defaults. The Credit Facility also contains certain customary affirmative covenants and events of default, including the occurrence of a change of control and termination of the Penn Master Lease (subject to certain replacement rights). The occurrence and continuance of an event of default under the Credit Facility will enable the lenders under the Credit Facility to accelerate the loans and terminate the commitments thereunder. At December 31, 2019, the Company was in compliance with all required financial covenants under the Credit Facility.

Senior Unsecured Notes

At December 31, 2019, the Company had an outstanding balance of $5,290.2 million of senior unsecured notes (the "Senior Notes").

On August 29, 2019, the Company issued $400 million of 3.35% Senior Unsecured Notes maturing on September 1, 2024 at an issue price equal to 99.899% of the principal amount (the "2024 Notes") and $700 million of 4.00% Senior Unsecured Notes maturing on January 15, 2030 at an issue price equal to 99.751% of the principal amount (the "2030 Notes"). Interest on the 2024 Notes is payable semi-annually on March 1 and September 1 of each year, commencing on March 1, 2020. Interest on the 2030 Notes is payable semi-annually on January 15 and July 15 of each year, commencing on January 15, 2020. The net proceeds from the sale of the 2024 Notes and 2030 Notes were used to (i) finance the Company's cash tender offer to purchase its 4.875% Senior Unsecured Notes due 2020 (described below) (ii) repay outstanding borrowings under the Company's revolving credit facility and (iii) repay a portion of the outstanding borrowings under the Company's Term Loan A-1 facility.

On September 12, 2019, the Company completed a cash tender offer (the "2019 Tender Offer") to purchase its $1,000 million aggregate principal amount 4.875% Senior Unsecured Notes due 2020 (the "2020 Notes"). The Company received early tenders from the holders of approximately $782.6 million in aggregate principal of the 2020 Notes, or approximately 78% of its outstanding 2020 Notes, in connection with the 2019 Tender Offer at a price of 102.337% of the unpaid principal amount plus accrued and unpaid interest through the settlement date. Subsequent to the early tender deadline, an additional $2.2 million in aggregate principal of the 2020 Notes were tendered at a price of 99.337% of the unpaid principal amount plus accrued and unpaid interest through the settlement date, for a total redemption of $784.8 million of the 2020 Notes. The Company recorded a loss on the early extinguishment of debt related to the 2019 Tender Offer, of approximately $21.0 million, for the difference between the reaquisition price of the tendered 2020 Notes and their net carrying value.

The Company may redeem the Senior Notes of any series at any time, and from time to time, at a redemption price of 100% of the principal amount of the Senior Notes redeemed, plus a "make-whole" redemption premium described in the indenture governing the Senior Notes, together with accrued and unpaid interest to, but not including, the redemption date, except that if Senior Notes of a series are redeemed 90 or fewer days prior to their maturity, the redemption price will be 100% of the principal amount of the Senior Notes redeemed, together with accrued and unpaid interest to, but not including, the redemption date. If GLPI experiences a change of control accompanied by a decline in the credit rating of the Senior Notes of a particular series, the Company will be required to give holders of the Senior Notes of such series the opportunity to sell their Senior Notes of such series at a price equal to 101% of the principal amount of the Senior Notes of such series, together with accrued and unpaid interest to, but not including, the repurchase date. The Senior Notes also are subject to mandatory redemption requirements imposed by gaming laws and regulations.

The Senior Notes were issued by GLP Capital, L.P. and GLP Financing II, Inc. (the "Issuers"), 2 wholly-owned subsidiaries of GLPI, and are guaranteed on a senior unsecured basis by GLPI. The guarantees of GLPI are full and unconditional. The Senior Notes are the Issuers' senior unsecured obligations and rank pari passu in right of payment with all of the Issuers' senior indebtedness, including the Credit Facility, and senior in right of payment to all of the Issuers'

subordinated indebtedness, without giving effect to collateral arrangements. See Note 21 for additional financial information on the parent guarantor and subsidiary issuers of the Senior Notes.

The Senior Notes contain covenants limiting the Company’s ability to: incur additional debt and use its assets to secure debt; merge or consolidate with another company; and make certain amendments to the Penn Master Lease. The Senior Notes also require the Company to maintain a specified ratio of unencumbered assets to unsecured debt. These covenants are subject to a number of important and significant limitations, qualifications and exceptions.

At December 31, 2019, the Company was in compliance with all required financial covenants under its Senior Notes.

Finance Lease Liability

The Company assumed the finance lease obligations related to certain assets at its Aurora, Illinois property. GLPI recorded the asset and liability associated with the finance lease on its consolidated balance sheet. The original term of the finance lease is 30 years and it will terminate in 2026.

10. Fair Value of Financial Assets and Liabilities

Assets and Liabilities Measured at Fair Value on a Recurring Basis

The following methods and assumptions are used to estimate the fair value of each class of financial instruments for which it is practicable to estimate:

Cash and Cash Equivalents

The fair value of the Company’s cash and cash equivalents approximates the carrying value of the Company’s cash and cash equivalents, due to the short maturity of the cash equivalents.

Deferred Compensation Plan Assets

The Company's deferred compensation plan assets consist of open-ended mutual funds and as such the fair value measurement of the assets is considered a Level 1 measurement as defined under ASC 820. Deferred compensation plan assets are included within other assets on the consolidated balance sheets.

Real Estate Loans

The fair value of the real estate loans approximates the carrying value of the Company's real estate loans, as collection on the outstanding loan balances is reasonably assured. The fair value measurement of the real estate loans is considered a Level 3 measurement as defined under ASC 820.

Long-term Debt

The fair value of the Senior Notes and senior unsecured credit facility is estimated based on quoted prices in active markets and as such is a Level 1 measurement as defined under ASC 820.

The estimated fair values of the Company’s financial instruments are as follows (in thousands):



	December 31, 2019				December 31, 2018
	Carrying Amount		Fair Value		Carrying Amount		Fair Value
Financial assets:
Cash and cash equivalents	$	26,823	$	26,823	$	25,783	$	25,783
Deferred compensation plan assets	28,855		28,855		22,709		22,709
Real estate loans	303,684		303,684		303,684		303,684
Financial liabilities:
Long-term debt:
Senior unsecured credit facility	495,000		493,533		927,000		909,308
Senior unsecured notes	5,290,174		5,707,996		4,975,000		4,958,455

Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis

Certain assets and liabilities are measured at fair value on a nonrecurring basis in periods subsequent to initial recognition. Assets measured at fair value on a nonrecurring basis during the years ended December 31, 2019 and 2018 are categorized in the tables below based upon the lowest level of significant input to the valuation. There were no liabilities measured at fair value on a nonrecurring basis during the years ended December 31, 2019 and 2018.



	Level 1		Level 2		Level 3		Total Impairment Charges Recorded during the Year Ended December 31, 2019
	(in thousands)
Assets:
Loan receivable	$	—	$	—	$	—	$	13,000
Total assets measured at fair value on a nonrecurring basis	$	—	$	—	$	—	$	13,000



	Level 1		Level 2		Level 3		Total Impairment Charges Recorded during the Year Ended December 31, 2018
	(in thousands)
Assets:
Goodwill	$	—	$	—	$	16,067	$	59,454
Loan receivable	—		—		13,000		1,500
Total assets measured at fair value on a nonrecurring basis	$	—	$	—	$	29,067	$	60,954

Revenue Recognition

The Company recognizes rental revenue from tenants, including rental abatements, lease incentives and contractually fixed increases attributable to operating leases, on a straight-line basis over the term of the related leases when collectability is reasonably ~~assured.~~assured in accordance with ASC 842 - Leases. Additionally, percentage rent that is fixed and determinable at the lease inception date is recorded on a straight-line basis over the lease term, resulting in the recognition of deferred rental revenue on the Company’s consolidated balance sheets. Deferred rental revenue is amortized to rental revenue on a straight-line basis over the remainder of the lease term. The lease term includes the initial non-cancelable lease term and any reasonably assured renewable periods. Contingent rental income that is not fixed and determinable at lease inception is recognized only when the lessee achieves the specified target. Recognition of rental income commences when control of the facility has been transferred to the tenant.

The Company recognizes income from tenants subject to direct financing leases ratably over the lease term using the effective interest rate method which produces a constant periodic rate of return on the net investment in the leased property. At lease inception, the Company records an asset which represents the Company's net investment in the direct financing lease. This initial net investment is determined by aggregating the total future minimum lease payments attributable to the direct financing lease and the estimated residual value of the property, less unearned income. Over the lease term, the investment in the direct financing lease is reduced and income is recognized for the building portion of rent. Furthermore, as the net investment in direct financing lease includes only future minimum lease payments, percentage rent that is not fixed and determinable at the lease inception is excluded from the determination of the rent attributable to the leased assets and will therefore be recorded as income from the direct financing lease in the period earned. In conjunction with the Penn-Pinnacle Merger on October 15, 2108, the Company's only direct financing lease was unwound and the master lease it was associated with qualified for operating lease treatment in its entirety. For further details refer to Note 8.

Additionally, in accordance with ASC ~~606 -~~ ~~Revenue from Contracts with Customers~~ ("ASC 606"), the Company records revenue for the real estate taxes paid by its tenants on the leased properties with an offsetting expense in real estate taxes within the consolidated statement of income as the Company has concluded it is the primary obligor. Similarly,842, the Company records revenue for the ground lease rent paid by its tenants with an offsetting expense in land rights and ground lease expense within the consolidated ~~statements~~statement of income as the Company has concluded that as the lessee it is the primary obligor under the ground leases. The Company subleases these ground leases back to its tenants, who are responsible for payment directly to the landlord.

The Company may periodically loan funds to casino owner-operators ~~via secured mortgage loans~~ for the purchase of gaming related ~~properties.~~real estate. Interest income related to ~~mortgage~~real estate loans ~~receivable~~ is recorded as revenue from ~~mortgaged~~ real estate within the Company's consolidated statements of income in the period earned.

Gaming revenue generated by the TRS Properties mainly consists of revenue from slot machines and to a lesser extent, table game and poker revenue. Gaming revenue from slot machines is the aggregate net difference between gaming wins and losses with liabilities recognized for funds deposited by customers before gaming play occurs, for "ticket-in, ticket-out" coupons in the customers’ possession, and for accruals related to the anticipated payout of progressive jackpots. Progressive slot machines, which contain base jackpots that increase at a progressive rate based on the number of coins played, are charged to revenue as the amount of the jackpots increase. Table game gaming revenue is the aggregate of table drop adjusted for the change in aggregate table chip inventory. Table drop is the total dollar amount of the currency, coins, chips, tokens, outstanding counter checks (markers), and front money that are removed from the live gaming tables. ~~Additionally, food and beverage revenue is recognized as services are performed.~~

Gaming revenue is recognized net of certain sales incentives, including promotional allowances in accordance with ASC ~~606.~~606 - Revenues from Contracts with Customers. The Company also defers a portion of the revenue received from customers (who participate in the ~~points based~~points-based loyalty programs) at the time of play ~~and attributed to the awarded points~~ until a later period when the points are redeemed or forfeited. ~~See Note 12 for a summary of the changes to the recognition of revenue~~Other revenues at the TRS Properties ~~related to~~are derived from the ~~adoption of ASU 2014-09 on January 1, 2018.~~properties' dining, retail and certain other ancillary activities and revenue for these activities is recognized as services are performed.

~~Gaming Taxes~~

For the TRS Properties, the Company is subject to gaming taxes based on gross gaming revenues in the jurisdictions in which it operates. The Company recognizes gaming tax expense based on the statutorily required percentage of revenue that is required to be paid to state and local jurisdictions in the states where wagering occurs. The Company records gaming taxes at the Company’s estimated effective gaming tax rate for the year, considering estimated taxable gaming revenue and the applicable rates. Such estimates are adjusted each interim period. If gaming tax rates change during the year, such changes are applied prospectively in the determination of gaming tax expense in future interim periods. For the three years ended

December 31, 2018, these expenses, which are recorded within gaming, food, beverage and other expense in the consolidated statements of income, totaled $56.0 million, $57.4 million and $57.7 million, respectively.

~~Earnings Per Share~~

~~The Company calculates earnings per share ("EPS") in accordance with ASC 260 -~~ ~~Earnings Per Share~~. Basic EPS is computed by dividing net income applicable to common stock by the weighted-average number of common shares outstanding during the period, excluding net income attributable to participating securities (unvested restricted stock awards). Diluted EPS reflects the additional dilution for all potentially-dilutive securities such as stock options, unvested restricted shares and unvested performance-based restricted shares.

The following table reconciles the weighted-average common shares outstanding used in the calculation of basic EPS to the weighted-average common shares outstanding used in the calculation of diluted EPS for the years ended December 31, 2018, 2017 and 2016:

Year Ended December 31,
2018 2017 2016
(in thousands)
Determination of shares:

Weighted-average common shares outstanding 213,720
210,705
178,594
Assumed conversion of dilutive employee stock-based awards 206
644
1,699
Assumed conversion of restricted stock awards 80
155
171
Assumed conversion of performance-based restricted stock awards 773
1,248
158
Diluted weighted-average common shares outstanding 214,779
212,752
180,622

~~The following table presents the calculation of basic and diluted EPS for the Company’s common stock for the years ended December 31, 2018, 2017 and 2016:~~

Year Ended December 31,
2018 2017 2016
(in thousands, except per share amounts)
Calculation of basic EPS:

Net income $ 339,516
$ 380,598
$ 289,305
Less: Net income allocated to participating securities (475 ) (622 ) (668 )
Net income attributable to common shareholders $ 339,041
$ 379,976
$ 288,637
Weighted-average common shares outstanding 213,720
210,705
178,594
Basic EPS $ 1.59
$ 1.80
$ 1.62

Calculation of diluted EPS:

Net income $ 339,516
$ 380,598
$ 289,305
Diluted weighted-average common shares outstanding 214,779
212,752
180,622
Diluted EPS $ 1.58
$ 1.79
$ 1.60

There were 13,335 outstanding equity based awards during the year ended December 31, 2018 and 3,483 and 23,954 outstanding equity based awards during the years ended December 31, 2017 and 2016, respectively, that were not included in the computation of diluted EPS because they were antidilutive.

Stock-Based Compensation

The Company's Amended ~~and Restated~~ 2013 Long Term Incentive Compensation Plan (the "2013 Plan") provides for the Company to issue restricted stock awards, including performance-based restricted stock awards, and other equity or cash based awards to employees. Any director, employee or consultant shall be eligible to receive such awards.

The Company accounts for stock compensation under ASC 718 - Compensation - Stock Compensation, which requires the Company to expense the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award. This expense is recognized ratably over the requisite service period following the date of grant. The fair value of the Company's time-based restricted stock awards is equivalent to the closing stock price on the day of

prior to grant. The Company utilizes a third-party valuation firm to measure the fair value of performance-based restricted stock awards at grant date using the Monte Carlo model.

The unrecognized compensation cost relating to restricted stock awards and performance-based restricted stock awards ~~will be amortized to~~is recognized as expense over the awards’ remaining vesting periods.

See Note 1513 for further information related to stock-based compensation.

Income Taxes

The Company is required under ASC 740 to disclose its accounting policy for classifying interest and penalties, the amount of interest and penalties charged to expense each period, as well as the cumulative amounts recorded in the consolidated balance sheets. If and when they occur, the Company will classify any income tax-related penalties and interest accrued related to unrecognized tax benefits in taxes on income within the consolidated statements of income. During the years ended December 31, 2019, 2018 and 2017, the Company recognized 0 penalties and interest, net of deferred income taxes.

Earnings Per Share

Segment Information

Consistent with how the Company’s Chief Operating Decision Maker (as such term is defined in ASC 280 - Segment Reporting) reviews and assesses the Company’s financial performance, the Company has ~~two~~2 reportable segments, GLP Capital, L.P. (a wholly-owned subsidiary of GLPI through which GLPI owns substantially all of its real estate assets) ~~("GLP Capital")~~ and the TRS Properties. The GLP Capital reportable segment consists of the leased real property and represents the majority of the Company’s business. The TRS Properties reportable segment consists of Hollywood Casino Perryville and Hollywood Casino Baton Rouge. See Note 1617 for further information with respect to the Company’s segments.

Concentration of Credit Risk

~~Statements~~Concentrations of ~~Cash Flows~~

~~The Company has presented the consolidated statements~~credit risk arise when a number of ~~cash flows using the indirect method, which involves the reconciliation of net income to net cash flow from operating activities.~~

4.~~Acquisitions~~

~~The Company accounts for its acquisitions of real estate assets as asset acquisitions under ASC 805 -~~ ~~Business Combinations. Under asset acquisition accounting, transaction costs incurred to acquire the purchased assets are also included as part of the asset cost.~~

~~Current Year Acquisitions~~

On October 15, 2018, in conjunction with the Penn-Pinnacle Merger the Company acquired the real property assets of Plainridge Park Casino from Penn for approximately $250.9 million. This property was added to the Amended Pinnacle Master Lease via the fourth amendment to the Pinnacle Master Lease and is leased to Penn who will continue to operate the property. The initial annual cash rent of $25.0 million for Plainridge Park will not be subject to rent escalatorsoperators, tenants, or ~~adjustments.~~

Also in conjunction with the Penn-Pinnacle Merger, the Pinnacle Master Lease was amended via the fourth amendment to such lease to allow for the sale of the operating assets of Ameristar Casino Hotel Kansas City, Ameristar Casino Resort Spa St. Charles and Belterra Casino Resort from Pinnacle to Boyd and to increase fixed rent under the lease by an additional $13.9 million annually. The Company entered into a new unitary triple-net master lease agreement with Boyd for these properties on terms similar to the Company’s existing master leases. As a result of the fourth amendment to the Pinnacle Master Lease, the Company reassessed the lease's classification and determined the new lease agreement qualified for operating lease treatment under ASC 840. Therefore, subsequent to the Penn-Pinnacle Merger, the Amended Pinnacle Master Lease is treated as an operating lease in its entirety, the building assets of $2.6 billion previously recorded as an investment in direct financing lease on the Company's consolidated balance sheet were recorded as real estate assets on the Company's consolidated balance sheet and all rent received under the Amended Pinnacle Master Lease is recorded as rental income on the Company's consolidated statement of income. The Amended Pinnacle Master Lease was assumed by Penn at the consummation of the Penn-Pinnacle Merger.

On October 1, 2018, the Company acquired the real property assets of five casino properties from Tropicana and certain of its affiliates for approximately $992.5 million, pursuant to the Real Estate Purchase Agreement dated April 15, 2018 between Tropicana and GLP Capital, which was subsequently amended on October 1, 2018. Pursuant to the terms of the Amended Real Estate Purchase Agreement, the Company acquired the real estate assets of Tropicana Atlantic City, Tropicana Evansville, Tropicana Laughlin, Trop Casino Greenville and the Belle of Baton Rouge and the rights to six long-term ground leases for land on which the operations of the acquired Tropicana properties reside. Concurrent with the Tropicana Acquisition, Eldorado acquired the operating assets of these properties from Tropicana pursuant to the Tropicana Merger Agreement and leased the GLP Assets from the Company pursuant to the terms of a new unitary triple-net master lease with a 15-year initial term, with no purchase option followed by four successive 5-year renewal periods (exercisable by Eldorado) on the same terms and conditions. Initial annual rent under the Eldorado Master Lease is $87.6 million.

Purchase price allocations are primarily based on the fair values of assets acquired and liabilities assumed at the time of acquisition. The following table summarizes the purchase price allocation of the assets acquired in the Tropicana Acquisition (in thousands):

Real estate investments, net $ 948,217
Land rights, net 44,331
Total purchase price $ 992,548

~~Prior Year Acquisitions~~

~~2017~~

~~On May 1, 2017, the Company acquired the real property assets of Bally's Casino Tunica (subsequently re-branded as the 1~~^st Jackpot Casino) and Resorts Casino Tunica (the "Tunica Properties") for $82.9 million. The Company acquired both Bally's Casino Tunica and Resorts Casino Tunica, as well as the Resorts Hotel and land at Bally's Casino Tunica. Land rights to three long-term ground leasesobligors related to the ~~Tunica Properties were also acquired~~Company's investments are engaged in similar business activities, or activities in the ~~transaction. Penn purchased~~same geographic region, or have similar economic features that would cause their ability to meet contractual obligations, including those to the ~~operating assets~~Company, to be similarly affected by changes in economic conditions. Additionally, concentrations of credit risk may arise when revenues of the ~~Tunica Properties directly~~Company are derived from ~~the seller, operates both properties and leases the real property assets from the Company under the Penn Master Lease.~~

~~2016~~

~~On September 9, 2016, the Company acquired the real property assets~~a small number of ~~the Meadows Racetrack and Casino (the "Meadows") from Cannery Casino Resorts ("CCR") for approximately $323.3 million. Concurrent with the Company's purchase~~tenants. As of the Meadows' real estate assets, Pinnacle purchased the entities holding the Meadows' gaming and racing licenses and operating assets from CCR. GLPI leases the Meadows' real property assets to Penn (following the Penn-Pinnacle Merger) under a triple-net lease with an initial term of 10 years with no purchase option and the option to renew for three successive 5-year terms and one 4-year term, at Penn's option (the "Meadows Lease").

~~On April 28, 2016, the Company acquired~~December 31, 2019, substantially all of the Company's real estate ~~assets~~properties were leased to Penn, Eldorado and Boyd. During the year ended December 31, 2019, approximately 79%, 11% and 9% of ~~Pinnacle, adding 14 properties to its~~the Company's collective income from real estate ~~portfolio. The acquisition of Pinnacle's~~was derived from tenant leases and real estate ~~assets was~~loans with Penn, Eldorado and Boyd, respectively. Revenues from our tenants are reported in the final step in a series of transactions contemplated by the July 20, 2015 merger agreement between GLPI, Gold Merger Sub, LLC, a wholly owned subsidiary of GLPI ("Merger Sub"), and Pinnacle providing for the merger of Pinnacle with and into Merger Sub, with Merger Sub surviving the merger as a wholly owned subsidiary of GLPI (the "Pinnacle Merger"). Following the Pinnacle Merger, GLPI contributed all of the equity interests of Gold Merger Sub toCompany's GLP Capital, L.P.~~, a Pennsylvania limited partnership~~ reportable segment. Penn, Eldorado and ~~a wholly owned subsidiary of GLPI ("GLP Capital"). Approval~~Boyd are publicly traded companies that are subject to the informational filing requirements of the ~~Pinnacle Merger~~Securities Exchange Act of 1934, as amended, and are required to file periodic reports on Form 10-K and Form 10-Q and current reports on Form 8-K with the Securities and Exchange Commission ("SEC"). Readers are directed to Penn, Eldorado and Boyd's respective websites for further financial information on these companies. Other than the Company's tenant concentration, management believes the Company's portfolio was reasonably diversified by ~~GLPI shareholders~~geographical location and ~~Pinnacle stockholders was obtained at separate special meetings held~~did not contain any other significant concentrations of credit risk. As of December 31, 2019, the Company's portfolio of 44 properties is diversified by location across 16 states.

3. New Accounting Pronouncements

Recently Adopted Accounting Pronouncements

~~In order~~the accounting treatment of operating leases. Under the new guidance, lessees are required to ~~effect~~recognize assets and liabilities arising from operating leases on the ~~acquisition~~balance sheet. ASU 2016-02 also aligns lessor accounting with the revenue recognition guidance in Topic 606 of the ~~majority of Pinnacle’s real property assets, prior to~~Accounting Standards Codification. Generally speaking, ASU 2016-02 more significantly impacted the ~~Pinnacle Merger, Pinnacle caused certain assets relating to its operating business to be transferred to, and liabilities relating thereto to be assumed~~accounting for leases in which GLPI is the lessee by a newly formed wholly owned subsidiary of Pinnacle ("OpCo"). Immediately following the separation of its real property assets and gaming and other operating assets, Pinnacle distributed to its stockholders all of the issued and outstanding shares of common stock of OpCo. As described above, on April 28, 2016, Pinnacle merged with and into Merger Sub, as described in more detail in the joint proxy statement/prospectus filed with a Registration Statement on Form S-4 (No. 333-206649) initially filed by GLPI with the SEC on December 23, 2015 and declared effective on February 16, 2016 (the "Joint Proxy Statement/Prospectus"), completing the Pinnacle Merger. Merger Sub, as the surviving company in the Pinnacle Merger, owns substantially all of Pinnacle’s real estate assets that were retained or transferred to Pinnacle in the separation and originally leased those assets back to Pinnacle pursuant to the Pinnacle Master Lease. Subsequent to the Penn-Pinnacle Merger, a wholly-owned subsidiary of Penn operates the leased gaming facilities as a tenant under the Amended Pinnacle Master Lease Agreement.

At the effective time of the Pinnacle Merger, each share of Pinnacle common stock issued and outstanding immediately prior to the effective time of the Pinnacle Merger was converted into 0.85 of a share of GLPI common stock, with cash paid in lieu of the issuance of fractional shares of GLPI common stock. Shares of GLPI common stock were also issued to satisfy GLPI's portion of the outstanding Pinnacle employee equity and cash-based incentive awards outstanding at the closing date. Approximately 56.0 million shares of GLPI common stock were issued as consideration in the Pinnacle Merger. Additionally, GLPI repaid $2.7 billion of Pinnacle's debt and paid $226.8 million of Pinnacle's transaction expenses related to

~~the Pinnacle Merger. Inclusive of $28.3 million of the Company's own transaction expenses, the purchase price of the Pinnacle real estate assets was $4.8 billion.~~

~~The following tables summarize the consideration transferred in the Pinnacle Merger and the purchase price allocation to the assets acquired in the Pinnacle Merger (in thousands):~~

Consideration
Cash $ 2,955,090
GLPI common stock 1,823,991
Fair value of total consideration transferred $ 4,779,081

Real estate investments, net $ 1,422,547
Land rights, net 596,920
Investment in direct financing lease, net 2,759,244
Prepaid expenses 111
Other assets 259
Total purchase price $ 4,779,081

As detailed above, the Company paid $3.0 billion in cash for the acquired Pinnacle real estate assets. In addition, as part of the consideration paid for the Pinnacle real estate assets acquired in the Pinnacle Merger, the Company issued shares of its common stock to Pinnacle stockholders and to Pinnacle to satisfy the Company's portion of Pinnacle's employee equity and cash-based incentive awards. The dollar value of the issued shares was $1.8 billion and is considered purchase price.

The real estate investments, net represent the land purchased from Pinnacle, while the land rights, net represent the Company's rights to land subject to long-term ground leases. The Company acquired ground leases at several of the Pinnacle properties and immediately subleased the land back to Pinnacle. The investment in direct financing lease, net represented the Company's investment in the buildings and building improvements purchased from Pinnacle at the time of the original Pinnacle transaction. As detailed in Note 8, the Pinnacle Master Lease was originally bifurcated between an operating lease and direct financing lease. The accounting treatment for the buildings purchased under a direct financing lease requiredrequiring the Company to record ~~its initial investment in the buildings as~~ a ~~receivable~~right-of-use asset and lease liability on its consolidated balance sheet for these leases. The Company's accounting treatment of its triple-net tenant leases, which ~~was subsequently reduced over~~are the primary source of revenues to the Company, were not significantly impacted by the adoption of ASU 2016-02, other than to eliminate the real estate tax gross-up discussed below.

In July 2018, the FASB issued ASU No. 2018-11, Leases (Topic 842): Targeted Improvements ("ASU 2018-11") which permits companies to apply the transition provisions of ASU 2016-02 at its effective date (i.e. comparative financial statements are not required). Furthermore, in December 2018, the FASB issued ASU No. 2018-20, Leases (Topic 842):Narrow Scope Improvements for Lessors ("ASU 2018-20"). ASU 2018-20 clarifies that lessor costs paid directly to a third-party by a lessee on behalf of the lessor are no longer required to be recognized in the lessor's financial statements. Therefore, upon the adoption of ASU 2016-02, the Company no longer grosses-up its financial statements for real estate taxes paid directly to third-parties by its tenants. The Company notes, however, that ground leases for which the tenant pays the landlord directly on the Company's behalf are still required to be grossed-up within its consolidated financial statements upon the adoption of ASU 2016-02 as these are not considered lessor costs. On January 1, 2019, the Company adopted ASU 2016-02 using the new transition option available under ASU 2018-11 and recorded right-of-use assets and related lease ~~term~~liabilities of $203 million on its consolidated balance sheet to represent its ~~estimated residual value. In~~rights to underlying assets and its future lease obligations. Also in connection with the adoption of ASC 842 - Leases ("ASC 842"), the land rights recorded on balance sheet in conjunction with the ~~Penn-Pinnacle Merger,~~Company's assumption of below market leases at the ~~direct financing~~time it acquired the related land and building assets are now required to be

reported in the aggregate with the Company's operating lease ~~was unwound~~right-of-use assets, reflected as right-of-use assets and land rights, net on the consolidated balance sheet. Furthermore, the Company elected the package of practical expedients, which among other things, did not require the Company to reassess the lease classification of its existing leases and the ~~Pinnacle Master Lease qualified~~practical expedient related to land easements, which allowed the Company to bypass the reassessment of existing or expired land easements for ~~operating~~the existence of a lease ~~treatment~~under ASC 842. See Note 7 for further disclosures related to the adoption of ASU 2016-02.

Accounting Pronouncements Not Yet Adopted

In January 2017, the FASB issued ASU 2017-04. This ASU simplifies an entity's goodwill impairment test by eliminating Step 2 from the test. The new guidance also amends the definition of impairment to ~~Note 8.~~a condition that exists when the carrying amount of goodwill exceeds its fair value. By eliminating Step 2 from the test, entities are no longer required to determine the implied fair value of goodwill by computing the fair value (at impairment testing date) of all assets and liabilities in a manner similar to that required in conjunction with business combinations. Upon the adoption of ASU 2017-04, an impairment charge is simply recorded as the difference between carrying value and fair value, when carrying value exceeds fair value. The ~~purchase price allocated~~Company adopted ASU 2017-04 on January 1, 2020 and expects the new guidance to ~~prepaid expenses~~simplify the analysis required under its future goodwill impairment tests.

In June 2016, the FASB issued ASU No. 2016-13. This ASU introduces a new model for estimating credit losses for certain types of financial instruments, including mortgage, real estate and other ~~assets represents~~loans receivable, amongst other financial instruments. ASU 2016-13 sets forth an "expected credit loss" impairment model to replace the current "incurred loss" method of recognizing credit losses, which is intended to improve financial reporting by requiring timely recording of credit losses on loans and ~~long-term portions of a director~~other financial instruments. The Company adopted ASU 2016-13 on January 1, 2020 and ~~officer liability insurance policy purchased from Pinnacle.~~did not record any allowances against its financial instruments subject to the new guidance.

5.4.Real Estate Investments

Real estate investments, net, represent investments in 42 rental properties and the corporate headquarters building and is summarized as follows:



	December 31, 2019			December 31, 2018
	(in thousands)
Land and improvements	$	2,552,285		$	2,552,475
Building and improvements	5,749,211			5,762,071
Total real estate investments	8,301,496			8,314,546
Less accumulated depreciation	(1,200,941		)	(983,086		)
Real estate investments, net	$	7,100,555		$	7,331,460

December 31,
2018 December 31,
2017
(in thousands)
Land and improvements $ 2,552,475
$ 2,057,928
Building and improvements 5,762,071
2,461,573
Total real estate investments 8,314,546
4,519,501
Less accumulated depreciation (983,086 ) (857,456 )
Real estate investments, net $ 7,331,460
$ 3,662,045

~~The increase~~5.Property and Equipment Used in Operations

Property and equipment used in operations, net, consists of the following and primarily represents the assets utilized at the TRS Properties



	December 31, 2019			December 31, 2018
	(in thousands)
Land and improvements	$	30,492		$	30,431
Building and improvements	116,904			116,776
Furniture, fixtures, and equipment	118,766			117,247
Construction in progress	120			284
Total property and equipment	266,282			264,738
Less accumulated depreciation	(172,202		)	(163,854		)
Property and equipment, net	$	94,080		$	100,884

6. Receivables

Real Estate Loans

At December 31, 2019, the Company has two loans, the proceeds of which were used to acquire real estate ~~investments was driven~~ by the ~~Penn-Pinnacle Merger,~~respective casino owner-operators. On October 1, 2018, Eldorado purchased the real estate assets of Lumière Place Casino and Hotel from Tropicana for a cash purchase price of $246.0 million, exclusive of transaction fees. Financing for the transaction was provided by the Company in the form of $246.0 million real estate loan (the "Eldorado Loan"). The Eldorado Loan bears interest at a rate equal to (i) 9.09% until October 1, 2019 and (ii) 9.27% until its maturity. On the one-year anniversary of the Eldorado Loan, the mortgage evidenced by a deed of trust on the Lumière Place property terminated and the loan became unsecured and will remain unsecured until its final maturity on the two-year anniversary of the closing. The parties anticipate that the Eldorado Loan will be fully repaid on or prior to maturity by way of substitution of one or more additional Eldorado properties acceptable to Eldorado and the Company, which will be transferred to the Company and added to the Eldorado Master Lease.

At December 31, 2019, the Company does not have any allowances recorded against its real estate loans as the collection of the remaining principal and interest payments is reasonable assured.

Other Loans Receivable

7. Lease Assets and Lease Liabilities

Lease Assets

The Company is subject to various operating leases as lessee for both real estate and equipment, the majority of which are ground leases related to properties the Company leases to its tenants under triple-net operating leases. These ground leases may include fixed rent, as well as variable rent based upon an individual property’s performance or changes in an index such as the CPI and have maturity dates ranging from 2028 to 2108, when considering all renewal options. For certain of these ground leases, the Company’s tenants are responsible for payment directly to the third-party landlord. Under ASC 842, the Company is required to gross-up its consolidated financial statements for these ground leases as the Company is considered the primary obligor. In conjunction with the adoption of ASU 2016-02 on January 1, 2019, the Company recorded right-of-use assets and related lease liabilities on its consolidated balance sheet to represent its rights to use the underlying leased assets and its future lease obligations, respectively, including for those ground leases paid directly by our tenants. Because the right-of-use asset relates, in part, to the same leases which resulted in the ~~reclassification~~land right assets the Company recorded on its consolidated balance sheet in conjunction with the Company's assumption of below market leases at the time it acquired the related land and building assets, ~~under~~ the ~~Pinnacle Master Lease that were previously classified as an investment~~Company is required to report the right-of-use assets and land rights in ~~direct financing lease~~the aggregate on the ~~Company's~~consolidated balance ~~sheet to real estate investments and to a lesser extent the Tropicana Acquisition and the purchase of Plainridge Park. For further information on the Company's acquisitions see Note 4.~~sheet.

~~6. Land Rights~~

Components of the Company's right-of use assets and land rights, net are detailed below (in thousands):



	December 31, 2019
Right-of use assets - operating leases	$	184,063
Land rights, net	654,671
Right-of-use assets and land rights, net	$	838,734

Land Rights

The land rights are amortized over the individual lease term of ~~each~~the related ground lease, including all renewal options, which ranged from 10 years to 92 years at their respective acquisition dates. Land rights net, ~~consists~~consist of the following:



	December 31, 2019			December 31, 2018
	(in thousands)
Land rights	$	694,077		$	700,997
Less accumulated amortization	(39,406		)	(27,790		)
Land rights, net	$	654,671		$	673,207

As of December 31, 2019, estimated future amortization expense related to the Company’s land rights by fiscal year is as follows (in thousands):



Year ending December 31,
2020	$	12,081
2021	12,081
2022	12,081
2023	12,081
2024	12,081
Thereafter	594,266
Total	$	654,671

Lease Liabilities

At December 31, 2019, maturities of the Company's operating lease liabilities were as follows (in thousands):



Year ending December 31,
2020	$	14,071
2021	13,766
2022	13,659
2023	13,638
2024	13,617
Thereafter	644,059
Total lease payments	$	712,810
Less: interest	(528,839		)
Present value of lease liabilities	$	183,971

As a result of transitioning from the guidance in ASC 840 to ASC 842, the Company's annual minimum lease payments did not change.

Lease Expense

December 31,
2018 December 31,
2017
(in thousands)
Land rights $ 700,997
$ 656,666
Less accumulated amortization (27,790 ) (16,518 )
Land rights, net $ 673,207
$ 640,148

The components of lease expense were as follows:



	Year Ended December 31, 2019
	(in thousands)
Operating lease cost	$	15,482
Variable lease cost	9,048
Short-term lease cost	1,060
Amortization of land right assets	18,536
Total lease cost	$	44,126

Amortization expense related to the ~~ground leases is~~land right intangibles, as well as variable lease costs and the majority of the Company's operating lease costs are recorded within land rights and ground lease expense in the consolidated statements of income. The Company's short-term lease costs are recorded in both gaming, food, beverage and other expense and general and administrative expense in the consolidated statements of income, while a small portion of operating lease costs is also recorded in both gaming, food, beverage and other expense and general and administrative expense in the consolidated statements of income. Amortization expense related to the land right intangibles totaled $11.3 million and $10.4 million, ~~and $6.2 million~~respectively, for the years ended December 31, 2018 ~~2017~~ and ~~2016, respectively.~~

~~As of December 31, 2018, estimated future amortization expense related to the Company’s ground leases by fiscal year is as follows (in thousands):~~

Year ending December 31,
2019 $ 12,359
2020 12,359
2021 12,359
2022 12,359
2023 12,359
Thereafter 611,412
Total $ 673,207

~~Details of the Company's significant ground leases are as follows: The Company leases land at the Belterra Casino Resort under two ground leases, each with an initial term of 5 years~~2017. Other lease costs totaled $18.9 million and nine automatic renewals of 5 years each. The renewal options extend the leases through 2049 and are not terminable by the Company. The first ground lease includes a base portion which is adjusted at each renewal based upon the CPI and a variable portion which is adjusted annually based upon 1.5% of gross gaming wins in excess of $100 million. The second ground lease has a fixed rent provision only.

The Company leases land at the Ameristar East Chicago property under a ground lease with an initial term of 30 years and two optional renewals of 30 years each. The lease extends through 2086 with all renewals. Rent under the lease is adjusted every 3 years based upon the CPI and does not include a variable rent provision tied to the property's performance.

The Company leases land at the River City Hotel and Casino under a ground lease with a term of 99 years that extends through 2108. The lease includes a base portion which is fixed and a variable portion which is adjusted annually based upon 2.5% of the annual gross receipts of the property less fixed rent payments made in the same year.

The Company leases land at the L'Auberge Lakes Charles property under a ground lease with an initial term of 10 years and six optional renewals of 10 years each. The lease extends through 2075 with all renewals. Rent under the lease is adjusted annually based upon the CPI and does not include a variable rent provision tied to the property's performance.

The Company leases land at the Resorts Casino Tunica property under a ground lease with an initial term of 3 years and nine optional renewals of 5 years each. The lease extends through 2042 with all renewals. The lease has an annual fixed rent provision and does not include a variable rent provision tied to the property's performance.

~~The Company leases land at the 1~~^st Jackpot Casino under two ground leases. The first ground lease has an initial term of 6 years and nine optional renewals of 6 years each. The lease extends through 2054 with all renewals. Rent under this lease is adjusted annually based upon the CPI and does not include a variable rent provision tied to the property's performance. The second ground lease has an initial term of 10 years with ten optional renewals of 5 years each. The lease extends through 2055 with all renewals. The lease has an annual fixed rent provision and a variable portion which is adjusted annually based upon net gaming revenues of up to 4%, dependent on the property's operating results.

The Company leases land at the Belle of Baton Rouge property under two ground leases. The first ground lease has an initial term of 5 years and two automatic renewals of 5 years each. The lease extends through 2028 with the automatic renewals. Rent under this lease increases by 3% every 2 years and does not include a variable portion tied to the property's performance. The second ground lease has an initial term of 17 years, followed by one automatic 3-year renewal and eight optional renewals of 10 years each. The lease extends through 2083 with all renewals. Rent under this lease is adjusted every 5 years based upon the CPI and does not include a variable rent provision tied to the property's performance.

The Company leases land at the Tropicana Evansville Casino under a ground lease with an initial term of 10 years and two optional 5-year renewals, one optional 12-year renewal, one optional 3-year renewal, and five optional 5-year renewals. The lease extends through 2055 with all renewals. The lease agreement has an annual fixed rent provision, a portion of which was prepaid at the casino's opening and the tenant receives rental credits from the landlord extending through the end of the current term. Additionally, the lease contains a variable portion which is adjusted annually based upon the annual gross receipts of the property. Rent paid to the landlord under this provision is graduated and ranges from 2% to 12% of annual gross receipts dependent on the actual revenues of the property.

The Company leases land at the Trop Casino Greenville under three ground leases. The first ground lease has an initial term of 7 years and four optional renewals of varying lengths, which extend the lease through 2038. The lease has an annual fixed rent provision, which is adjusted at each renewal based upon the CPI and does not include a variable rent provision tied to the property's performance. The second ground lease has an initial term of 20 years and six optional renewals of 5 years each. The lease extends through 2044 with all renewals. The lease has an annual fixed rent provision and does not include a variable rent provision tied to the property's performance. The third ground lease has an initial term of 6 years with nine optional renewals of 6 years each. The lease extends through 2057 with all renewals. Rent under the lease is adjusted annually based upon the CPI, with minimum annual increases of 3.3% and does not include a variable rent provision tied to the property's performance.

7.~~Property and Equipment Used in Operations~~

~~Property and equipment used in operations, net, consists of the following and primarily represents the assets utilized at the TRS Properties~~

December 31,
2018 December 31,
2017
(in thousands)
Land and improvements $ 30,431
$ 30,276
Building and improvements 116,776
116,286
Furniture, fixtures, and equipment 117,247
114,972
Construction in progress 284
8
Total property and equipment 264,738
261,542
Less accumulated depreciation (163,854 ) (153,249 )
Property and equipment, net $ 100,884
$ 108,293

~~8. Receivables~~

~~Mortgage Loans Receivable~~

At December 31, 2018, the Company has financial interests in two casino properties through secured mortgage loans to the respective casino owner-operators. On October 1, 2018, Eldorado purchased the real estate assets of Lumière Place Casino and Hotel from Tropicana for a cash purchase price of $246.0$15.8 million, ~~exclusive of transaction fees. Financing~~respectively, for the transaction was provided by the Company in the form of $246.0 million secured mortgage loan on Lumière Place (the "Lumière Loan"). The Lumière Loan bears interest at a rate equal to approximately 9.00%. Until the one-year anniversary of the closing, the Lumière Loan will be secured by a first mortgage lien on Lumière Place. On the one-year anniversary of the

Lumière Loan, the mortgage and the related deed of trust on the Lumière Place property will terminate and the loan will continue unsecured until its final maturity on the two-year anniversary of the closing. The parties anticipate that the Lumière Loan will be fully repaid on or prior to maturity by way of substitution of one or more additional Eldorado properties acceptable to Eldorado and the Company, which will be transferred to the Company and added to the Eldorado Master Lease.

On October 15, 2018, Boyd purchased the real estate assets of Belterra Park from Pinnacle for a cash purchase price of $57.7 million, exclusive of transaction fees. Financing for the transaction was provided by the Company in the form of $57.7 million secured mortgage loan on Belterra Park (the "Belterra Park Loan"). The Belterra Park Loan bears interest at a rate equal to 11.11% and matures in connection with the expiration of the Boyd Master Lease (as may be extended at the tenant's option to April 30, 2051).

~~Investment in Direct Financing Lease, Net~~

At the time of the original Pinnacle transaction, the fair value assigned to the land (inclusive of the land rights) at the time of acquisition qualified for operating lease treatment, while the fair value assigned to the buildings was classified as a direct financing lease. Under ASC 840, the accounting treatment for direct financing leases required the Company to record an investment in direct financing leases on its books at lease inception and subsequently recognize interest income and a reduction in the investment for the building portion of rent. This initial net investment was determined by aggregating the total future minimum lease payments attributable to the direct financing lease and the estimated residual value of the property, less unearned income. The interest income recorded under the direct financing lease was included in income from direct financing lease on the Company's consolidated statements of income and was recognized over the original 35-year lease term using the effective interest rate method which produced a constant periodic rate of return on the net investment in the leased property. Furthermore, as the net investment in direct financing lease included only future minimum lease payments, rent that was not fixed and determinable at the lease inception was excluded from the determination of the rent attributable to the leased assets and was therefore recorded as income from direct financing lease in the period earned. The unguaranteed residual value was the Company's estimate of what it could realize upon the sale of the property at the end of the lease term.

On October 15, 2018, in conjunction with the Penn-Pinnacle Merger, the Pinnacle Master Lease was amended via the fourth amendment to such lease to allow for the sale of the operating assets of Ameristar Casino Hotel Kansas City, Ameristar Casino Resort Spa St. Charles and Belterra Casino Resort from Pinnacle to Boyd. As a result of this amendment, the Company reassessed the lease's classification and determined the new lease agreement qualified for operating lease treatment under ASC 840. Therefore, subsequent to the Penn-Pinnacle Merger, the Amended Pinnacle Master Lease is treated as an operating lease in its entirety, the building assets previously recorded as an investment in direct financing lease on the Company's consolidated balance sheet were recorded as real estate assets on the Company's consolidated balance sheet and all rent received under the Amended Pinnacle Master Lease is recorded as rental income on the Company's consolidated statement of income.

~~At December 31, 2017, the Company's investment in direct financing lease, net, consisted of the following and represented the building assets initially acquired from Pinnacle:~~

December 31,
2017
(in thousands)
Minimum lease payments receivable $ 3,263,387
Unguaranteed residual value 689,811
Gross investment in direct financing lease 3,953,198
Less: unearned income (1,315,559 )
Investment in direct financing lease, net $ 2,637,639

~~Loan Receivable~~

In January 2014, the Company completed the asset acquisition of the real property associated with the Casino Queen in East St. Louis, Illinois for $140.7 million. GLPI leases the property back to Casino Queen on a triple-net basis on terms similar to those in the Master Leases. The lease has an initial term of 15 years ~~and the tenant has an option to renew it at the same terms and conditions for four successive five-year periods (the "Casino Queen Lease").~~

Simultaneously with the Casino Queen acquisition, GLPI also provided Casino Queen with a $43.0 million, five-year term loan at 7% interest, pre-payable at any time, which, together with the sale proceeds, completely refinanced and retired all

of Casino Queen’s outstanding long-term debt obligations. On March 13, 2017, the outstanding principal and interest on this loan was repaid in full and GLPI simultaneously provided a new unsecured $13.0 million, 5.5-year term loan to CQ Holding Company, Inc., an affiliate of Casino Queen, to partially finance their acquisition of Lady Luck Casino in Marquette, Iowa. The cash proceeds were net settled. The new loan bears an interest rate of 15% and is pre-payable at any time.

The Company evaluates loans for impairment when it is probable that it will not be able to collect all amounts due according to contractual terms. All amounts due under the contractual terms means that both contractual interest payments and contractual principal payments of a loan will be collected as scheduled in the loan agreement. Indicators of impairment may include delinquent payments, a decline in the credit worthiness of a debtor, or a decline in the underlying property/tenant’s performance. The Company measures loan impairment based upon the present value of expected future cash flows discounted at the loan’s original effective interest rate. The determination of whether loans are impaired involves judgments and assumptions based on objective and subjective factors. If an impairment occurs, the Company will reduce the carrying value of the loan and record a corresponding charge to net income.

On June 12, 2018, the Company received a Notice of Event of Default under the Senior Credit Agreement of CQ Holding Company from Citizens Bank, N.A. ("Citizens"), which reported a covenant default under their senior secured agreement. Under the terms of that agreement, when an event of default occurs, CQ Holding Company is prohibited from making cash payments to unsecured lenders such as GLPI. Therefore, the interest due from CQ Holding Company in June, September and December 2018 under the Company's unsecured loan was paid in kind in the amount of $1.5 million. In addition to the covenant violation noted above under the senior credit agreement with Citizens, CQ Holding Company also had a payment default under their senior credit agreement with Citizens. Furthermore, the Company has notified Casino Queen of Events of Default under the Company's unsecured loan with CQ Holding Company, related to financial covenant violations during the year ended December 31, 2018.

During the fourth quarter of 2018, the Company became aware of Casino Queen's intent to sell its operations to a third-party gaming operator. At December 31, 2018, active negotiations for the sale of Casino Queen's operations were taking place. Despite the payment and covenant defaults noted above, at this time, full payment of the principal is still expected, due to the anticipation that the operations will be sold in the near term for an amount allowing for repayment of the full $13.0 million of loan principal due to GLPI. However, the paid-in-kind interest due to the Company at December 31, 2018 is not expected to be collected, resulting in an impairment charge of $1.5 million during the fourth quarter of 2018. The Company did not recognize the paid-in-kind interest income due to the Company for the quarter ended December 31, 2018 and ~~took a charge~~2017.

Supplemental Disclosures Related to Leases

Supplemental balance sheet information related to the Company's operating leases was as follows:



	December 31, 2019
Weighted average remaining lease term - operating leases	53.51 years
Weighted average discount rate - operating leases	6.7%

Supplemental cash flow information related to the Company's operating leases was as follows:



	Year Ended December 31, 2019
	(in thousands)
Cash paid for amounts included in the measurement of leases liabilities:
Operating cash flows from operating leases ⁽¹⁾	$	2,226

Right-of-use assets obtained in exchange for new lease obligations:
Operating leases	$	293

⁽¹⁾The Company's cash paid for operating leases is significantly less than the lease cost for the ~~previously recognized paid-in-kind interest income through~~same period due to the ~~Company’s consolidated statement of earnings as a reversal~~majority of the ~~paid-in-kind interest income recognized earlier~~Company's ground lease rent being paid directly to the landlords by the Company's tenants. Although GLPI expends no cash related to these leases, they are required to be grossed up in the year. The Company cannot be 100% certain that the sale of Casino Queen's operations will come to fruition. The culmination of the actual transaction could result in further impairment charges for the Company. At December 31, 2018, the balance of the loan is $13.0 million. The loan balance is recorded at carrying value which approximates fair value.Company's financial statements under ASC 842.

~~At December 31, 2018, all lease payments due from Casino Queen remain current and the Casino Queen Lease remains in compliance with all covenants.~~

9.8. Goodwill and Intangible Assets

Changes in the carrying amount of goodwill for the years ended December 31, ~~2018~~2019 and ~~2017~~2018 are as follows:



	TRS Properties Business Segment
	(in thousands)
Balance at December 31, 2017	$	75,521
Acquisitions	—
Impairment losses	(59,454		)
Balance at December 31, 2018	$	16,067
Acquisitions	—
Impairment losses	—
Balance at December 31, 2019	$	16,067

TRS Properties Business Segment
(in thousands)
Balance at December 31, 2016 $ 75,521
    Acquisitions —
    Impairment losses —
Balance at December 31, 2017 $ 75,521
    Acquisitions —
    Impairment losses (59,454 )
Balance at December 31, 2018 $ 16,067

In accordance with ASC 350, the Company considers its gaming license at the Hollywood Casino Perryville property an indefinite-lived intangible asset that does not require amortization based on the Company's future expectations to operate this casino indefinitely, as well as the gaming industry's historical experience in renewing these intangible assets at minimal cost with various state gaming commissions. Rather, the Company's gaming license is tested annually, or more frequently if indicators of impairment exist, for impairment by comparing the fair value of the recorded asset to its carrying amount. If the carrying amount of the indefinite-life intangible asset exceeds its fair value, an impairment loss is recognized. Hollywood Casino Perryville's gaming license will expire in September 2025, fifteen years from the casino's opening date. The Company expects to expense any costs related to the gaming license renewal as incurred. The Company conducted its annual impairment assessment of the gaming license on October 1, ~~2018~~2019 using the Greenfield Method which estimates the fair value of the gaming license assuming the Company built a casino with similar utility to that of the existing facility. This method also assumes a theoretical start-up company going into business without any assets other than the intangible asset being valued. Based upon these assumptions and the Company's current forecasted cash flows for this reporting unit, the gaming license was not impaired. At both December 31, ~~2018~~2019 and ~~2017,~~2018, the gaming license had a carrying value of $9.6 million.

~~10.~~9.Long-term Debt

Long-term debt, net of current maturities and unamortized debt issuance costs is as follows:



	December 31, 2019			December 31, 2018
	(in thousands)
Unsecured $1,175 million revolver	$	46,000		$	402,000
Unsecured term loan A-1	449,000			525,000
$1,000 million 4.875% senior unsecured notes due November 2020	215,174			1,000,000
$400 million 4.375% senior unsecured notes due April 2021	400,000			400,000
$500 million 5.375% senior unsecured notes due November 2023	500,000			500,000
$400 million 3.35% senior unsecured notes due September 2024	400,000			—
$850 million 5.250% senior unsecured notes due June 2025	850,000			850,000
$975 million 5.375% senior unsecured notes due April 2026	975,000			975,000
$500 million 5.750% senior unsecured notes due June 2028	500,000			500,000
$750 million 5.30% senior unsecured notes due January 2029	750,000			750,000
$700 million 4.00% senior unsecured notes due January 2030	700,000			—
Finance lease liability	989			1,112
Total long-term debt	5,786,163			5,903,112
Less: unamortized debt issuance costs, bond premiums and original issuance discounts	(48,201		)	(49,615		)
Total long-term debt, net of unamortized debt issuance costs, bond premiums and original issuance discounts	$	5,737,962		$	5,853,497

December 31,
2018 December 31,
2017
(in thousands)
Unsecured $1,175 million revolver $ 402,000
$ —
Unsecured term loan A —
230,000
Unsecured term loan A-1 525,000
825,000
$550 million 4.375% senior unsecured notes due November 2018 —
550,000
$1,000 million 4.875% senior unsecured notes due November 2020 1,000,000
1,000,000
$400 million 4.375% senior unsecured notes due April 2021 400,000
400,000
$500 million 5.375% senior unsecured notes due November 2023 500,000
500,000
$850 million 5.250% senior unsecured notes due June 2025 850,000
—
$975 million 5.375% senior unsecured notes due April 2026 975,000
975,000
$500 million 5.750% senior unsecured notes due June 2028 500,000
—
$750 million 5.30% senior unsecured notes due January 2029 750,000
—
Capital lease 1,112
1,230
Total long-term debt 5,903,112
4,481,230
Less: unamortized debt issuance costs, bond premiums and original issuance discounts (49,615 ) (38,350 )
Total long-term debt, net of unamortized debt issuance costs, bond premiums and original issuance discounts $ 5,853,497
$ 4,442,880

The following is a schedule of future minimum repayments of long-term debt as of December 31, ~~2018~~2019 (in thousands):



2020	$	215,303
2021	849,135
2022	142
2023	546,149
2024	400,156
Over 5 years	3,775,278
Total minimum payments	$	5,786,163

2019 $ 123
2020 1,000,129
2021 925,135
2022 142
2023 902,149
Over 5 years 3,075,434
Total minimum payments $ 5,903,112

Senior Unsecured Credit Facility

The Company's senior unsecured credit facility (the "Credit Facility"), consists of a $1,175 million revolving credit facility and a ~~$525~~$449 million Term Loan A-1 facility. On May 21, 2018, the Company entered into the second amendment to the Credit Facility, which increased the Company's revolving commitments to an aggregate principal amount of $1,100 million, eliminated the Term Loan A facility, required the Company to repay a portion of the Term Loan A-1 facility and extended the maturity date of the revolving credit facility. On October 10, 2018, the Company entered into the third amendment to the Credit Facility, which further increased the Company's revolving commitments to an aggregate principal amount of $1,175 million. The revolving credit facility matures on May 21, 2023 and the Term Loan A-1 facility matures on April 28, 2021.

The Company recorded a loss on the early extinguishment of debt, related to the second amendment to the Credit Facility, of approximately $1.0 million for the proportional amount of unamortized debt issuance costs associated with the extinguished Term Loan A facility and related to the banks that are no longer participating in the Credit Facility.

At December 31, ~~2018,~~2019, the Credit Facility had a gross outstanding balance of ~~$927 million.~~$495 million, consisting of the $449 million Term Loan A-1 facility and $46 million of borrowings under the revolving credit facility. Additionally, at December 31, ~~2018,~~2019, the Company was contingently obligated under letters of credit issued pursuant to the Credit Facility with face amounts aggregating approximately $0.4 million, resulting in ~~$772.6~~$1,128.6 million of available borrowing capacity under the revolving credit facility as of December 31, ~~2018.~~2019.

loans, in each case, depending on the credit ratings assigned to the Credit Facility. At December 31, ~~2018,~~2019, the applicable margin was 1.50% for LIBOR loans and 0.50% for base rate loans. In addition, the Company is required to pay a commitment fee on the unused portion of the commitments under the revolving facility at a rate that ranges from 0.15% to 0.35% per annum, depending on the credit ratings assigned to the Credit Facility. At December 31, ~~2018,~~2019, the commitment fee rate was 0.25%. The Company is not required to repay any loans under the Credit Facility prior to maturity ~~on May 21, 2023~~ and may prepay all or any portion of the loans under the Credit Facility prior to maturity without premium or penalty, subject to reimbursement of any

LIBOR breakage costs of the lenders. The Company's wholly owned subsidiary, GLP Capital is the primary obligor under the Credit Facility, which is guaranteed by GLPI.

The Credit Facility contains customary covenants that, among other things, restrict, subject to certain exceptions, the ability of GLPI and its subsidiaries to grant liens on their assets, incur indebtedness, sell assets, make investments, engage in acquisitions, mergers or consolidations or pay certain dividends and other restricted payments. The Credit Facility contains the following financial covenants, which are measured quarterly on a trailing four-quarter basis: a maximum total debt to total asset value ratio, a maximum senior secured debt to total asset value ratio, a maximum ratio of certain recourse debt to unencumbered asset value and a minimum fixed charge coverage ratio. In addition, GLPI is required to maintain a minimum tangible net worth and its status as a ~~REIT on and after the effective date of its election to be treated as a REIT, which the Company elected on its 2014 U.S. federal income tax return.~~REIT. GLPI is permitted to pay dividends to its shareholders as may be required in order to maintain REIT status, subject to the absence of payment or bankruptcy defaults. GLPI is also permitted to make other dividends and distributions subject to pro forma compliance with the financial covenants and the absence of defaults. The Credit Facility also contains certain customary affirmative covenants and events of default, including the occurrence of a change of control and termination of the Penn Master Lease (subject to certain replacement rights). The occurrence and continuance of an event of default under the Credit Facility will enable the lenders under the Credit Facility to accelerate the loans and terminate the commitments thereunder. At December 31, ~~2018,~~2019, the Company was in compliance with all required financial covenants under the Credit Facility.

Senior Unsecured Notes

At December 31, ~~2018,~~2019, the Company had an outstanding balance of ~~$4,975~~$5,290.2 million of senior unsecured notes ~~consisting of the following:~~(the "Senior Notes").

On ~~September 26, 2018,~~August 29, 2019, the Company issued ~~$750~~$400 million of ~~5.30% senior unsecured notes~~3.35% Senior Unsecured Notes maturing on ~~January 15, 2029~~September 1, 2024 at an issue price equal to ~~99.985%~~99.899% of the principal amount (the "2024 Notes") and ~~$350~~$700 million of ~~5.25% senior unsecured notes~~4.00% Senior Unsecured Notes maturing on ~~June 1, 2025~~January 15, 2030 at an issue price equal to ~~102.148%~~99.751% of the principal amount (the "New 2025 Notes"). The New 2025 Notes will become part of the same series as, and are expected to be fungible with, the Company's previously issued 5.25% senior notes due 2025, $500 million aggregate principal amount of which were originally issued on May 21, 2018 (the "Initial 2025"2030 Notes"). Interest on the ~~notes maturing in 2025~~2024 Notes is payable semi-annually on ~~June~~March 1 and ~~December~~September 1 of each year, commencing on ~~December~~March 1, ~~2018 and is deemed to accrue from May 21, 2018, the issuance date of the Initial 2025 Notes.~~2020. Interest on the ~~notes maturing in 2029~~2030 Notes is payable semi-annually on January 15 and July 15 of each year, commencing on January 15, ~~2019.~~2020. The net proceeds from the sale of the ~~New 2025~~2024 Notes and 2030 Notes were used to (i) finance the ~~notes maturing in 2029, together with funds available~~Company's cash tender offer to purchase its 4.875% Senior Unsecured Notes due 2020 (described below) (ii) repay outstanding borrowings under the Company's revolving credit facility ~~were used in October 2018 to (i) finance GLPI’s acquisition~~and (iii) repay a portion of the ~~real property assets of Plainridge Park Casino from Penn and its issuance of a secured mortgage loan to Boyd in connection with Boyd’s acquisition of~~outstanding borrowings under the real property assets of Belterra Park Gaming & Entertainment Center, (ii) finance GLPI’s acquisition of substantially all the real property assets of five gaming facilities owned by Tropicana and its issuance of a mortgage loan to Eldorado in connection with Eldorado’s acquisition of substantially all the real property assets of Lumière Place, and (iii) pay the estimated transaction fees and expenses associated with the transactions.Company's Term Loan A-1 facility.

On ~~May 21, 2018,~~September 12, 2019, the Company completed a cash tender offer (the ~~"Tender~~"2019 Tender Offer") to purchase ~~any and all of the outstanding $550~~its $1,000 million aggregate principal ~~of its 4.375% senior unsecured notes~~amount 4.875% Senior Unsecured Notes due ~~2018.~~2020 (the "2020 Notes"). The Company received early tenders from the holders of approximately ~~$393.5~~$782.6 million in aggregate principal of ~~these notes,~~the 2020 Notes, or approximately ~~72%,~~78% of its outstanding 2020 Notes, in connection with the 2019 Tender Offer at a price of ~~100.396%~~102.337% of the unpaid principal amount plus accrued and unpaid interest through the settlement date. Subsequent to the early tender deadline, an additional $2.2 million in aggregate principal of the 2020 Notes were tendered at a price of 99.337% of the unpaid principal amount plus accrued and unpaid interest through the settlement date, for a total redemption of $784.8 million of the 2020 Notes. The Company recorded a loss on the early extinguishment of debt related to the 2019 Tender Offer, of approximately ~~$2.5~~$21.0 million, for ~~the proportional amount of unamortized debt issuance costs associated with the tendered notes and~~ the difference between the reaquisition price of the tendered ~~notes~~2020 Notes and their net carrying value. ~~On August 16, 2018, the Company redeemed the remaining notes for 100% of the principal amount and accrued and unpaid interest to, but not including the redemption date.~~

Also on May 21, 2018, the Company issued $500 million of 5.25% senior unsecured notes maturing on June 1, 2025 and $500 million of 5.75% senior unsecured notes maturing on June 1, 2028. Interest is payable semi-annually on June 1 and December 1 of each year, commencing on December 1, 2018. The net proceeds from the sale of these notes were used (i) to

prepay and extinguish the outstanding borrowings under the Term Loan A facility under the Credit Facility and to repay a portion of the outstanding borrowings under the Term Loan A-1 facility, (ii) to finance the tender offer of the 2018 Notes, (iii) to redeem the remaining 2018 Notes and (iv) to pay fees and expenses to amend the Company's Credit Facility, as described above.

On April 28, 2016, in connection with the acquisition of Pinnacle, the Company issued $400 million of 4.375% senior unsecured notes maturing on April 15, 2021 and $975 million of 5.375% senior unsecured notes maturing on April 15, 2026. Interest on these notes is payable semi-annually on April 15 and October 15 of each year. The net proceeds from the sale of these notes were used (i) to finance the repayment, redemption and/or discharge of certain Pinnacle debt obligations that the Company assumed in the Pinnacle Merger, (ii) to pay transaction-related fees and expenses related to the Pinnacle Merger and (iii) for general corporate purposes.

On October 30 and 31, 2013, the Company issued $2,050 million aggregate principal amount of senior unsecured notes: $550 million of 4.375% senior unsecured notes that matured in 2018; $1,000 million of 4.875% senior unsecured notes maturing on November 1, 2020; and $500 million of 5.375% senior unsecured notes maturing on November 1, 2023. Interest on these notes is payable semi-annually on May 1 and November 1 of each year. The net proceeds from the sale of these notes, together with borrowings under the Credit Facility were used (i) to make distributions directly and indirectly to Penn in partial exchange for the contributions of real property assets by Penn and CRC Holdings, Inc., a Penn subsidiary, to the Company in connection with the Spin-Off, (ii) to pay related fees and expenses, (iii) to partially repay amounts funded under the revolving credit facility and (iv) to fund future earnings and profits distributions and for working capital purposes.

The Company may redeem the ~~senior unsecured notes, collectively, the "Notes"~~Senior Notes of any series at any time, and from time to time, at a redemption price of 100% of the principal amount of the Senior Notes redeemed, plus a "make-whole" redemption premium described in the indenture governing the Senior Notes, together with accrued and unpaid interest to, but not including, the redemption date, except that if Senior Notes of a series are redeemed 90 or fewer days prior to their maturity, the redemption price will be 100% of the principal amount of the Senior Notes redeemed, together with accrued and unpaid interest to, but not including, the redemption date. If GLPI experiences a change of control accompanied by a decline in the credit rating of the Senior Notes of a particular series, the Company will be required to give holders of the Senior Notes of such series the opportunity to sell their Senior Notes of such series at a price equal to 101% of the principal amount of the Senior Notes of such series, together with accrued and unpaid interest to, but not including, the repurchase date. The Senior Notes also are subject to mandatory redemption requirements imposed by gaming laws and regulations.

The Senior Notes were issued by GLP Capital, L.P. and GLP Financing II, Inc. (the "Issuers"), ~~two~~2 wholly-owned subsidiaries of GLPI, and are guaranteed on a senior unsecured basis by GLPI. The guarantees of GLPI are full and unconditional. The Senior Notes are the Issuers' senior unsecured obligations and rank pari passu in right of payment with all of the Issuers' senior indebtedness, including the Credit Facility, and senior in right of payment to all of the Issuers'

subordinated indebtedness, without giving effect to collateral arrangements. See Note 1921 for additional financial information on the parent guarantor and subsidiary issuers of the Senior Notes.

At December 31, ~~2018,~~2019, the Company was in compliance with all required financial covenants under ~~the~~its Senior Notes.

~~Capital~~Finance Lease Liability

The Company assumed the ~~capital~~finance lease ~~obligation~~obligations related to certain assets at its Aurora, Illinois property. GLPI recorded the asset and liability associated with the ~~capital~~finance lease on its consolidated balance sheet. The original term of the ~~capital~~finance lease ~~was~~is 30 years and it will terminate in 2026.

10. Fair Value of Financial Assets and Liabilities

Assets and Liabilities Measured at Fair Value on a Recurring Basis

The following methods and assumptions are used to estimate the fair value of each class of financial instruments for which it is practicable to estimate:

Cash and Cash Equivalents

The fair value of the Company’s cash and cash equivalents approximates the carrying value of the Company’s cash and cash equivalents, due to the short maturity of the cash equivalents.

Deferred Compensation Plan Assets

Real Estate Loans

Long-term Debt

The fair value of the Senior Notes and senior unsecured credit facility is estimated based on quoted prices in active markets and as such is a Level 1 measurement as defined under ASC 820.

The estimated fair values of the Company’s financial instruments are as follows (in thousands):



	December 31, 2019				December 31, 2018
	Carrying Amount		Fair Value		Carrying Amount		Fair Value
Financial assets:
Cash and cash equivalents	$	26,823	$	26,823	$	25,783	$	25,783
Deferred compensation plan assets	28,855		28,855		22,709		22,709
Real estate loans	303,684		303,684		303,684		303,684
Financial liabilities:
Long-term debt:
Senior unsecured credit facility	495,000		493,533		927,000		909,308
Senior unsecured notes	5,290,174		5,707,996		4,975,000		4,958,455

Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis



	Level 1		Level 2		Level 3		Total Impairment Charges Recorded during the Year Ended December 31, 2019
	(in thousands)
Assets:
Loan receivable	$	—	$	—	$	—	$	13,000
Total assets measured at fair value on a nonrecurring basis	$	—	$	—	$	—	$	13,000



	Level 1		Level 2		Level 3		Total Impairment Charges Recorded during the Year Ended December 31, 2018
	(in thousands)
Assets:
Goodwill	$	—	$	—	$	16,067	$	59,454
Loan receivable	—		—		13,000		1,500
Total assets measured at fair value on a nonrecurring basis	$	—	$	—	$	29,067	$	60,954

Loan Receivable

During the first quarter of 2019, the Company recorded an impairment charge of $13.0 million related to the write-off of the principal due to the Company under its unsecured loan to CQ Holding Company. During 2019, the operating results of Casino Queen continued to decline, the secured debt of Casino Queen was sold to a third-party casino operator at a discount and the Company no longer expected the loan to be repaid.

During the fourth quarter of 2018, the Company recorded an impairment charge of $1.5 million related to the paid-in-kind interest income on its Casino Queen Loan. The Company determined, based upon facts and circumstances existing at December 31, 2018, that the paid-in-kind interest due to the Company at December 31, 2018 is not expected to be collected. Therefore, the Company did not recognize the paid-in-kind interest income due to the Company for the quarter ended December 31, 2018 and took a charge for the previously recognized paid-in-kind interest income through the Company’s consolidated statement of earnings as a reversal of the paid-in-kind interest income recognized earlier in the year. See Note 6 for further details surrounding the Casino Queen Loan.

Goodwill

During the year ended December 31, 2018, the Company recorded goodwill impairment charges of $59.5 million on its Baton Rouge reporting unit, resulting from a significant reduction in the long-term earnings forecast of this property. The Company utilized the income approach to measure the fair value of goodwill, which involves a number of key assumptions, such as cash flow forecasts and discount rates. See Note 8 for additional information regarding the calculation of the impairment charge.

11.Commitments and Contingencies

Separation and Distribution Agreements

Pursuant to a Separation and Distribution Agreement between Penn and GLPI, any liability arising from or relating to legal proceedings involving the businesses and operations of Penn’s real property holdings prior to the Spin-Off (other than any liability arising from or relating to legal proceedings where the dispute arises from the operation or ownership of the TRS Properties) will be retained by Penn, and Penn will indemnify GLPI (and its subsidiaries, directors, officers, employees and agents and certain other related parties) against any losses it may incur arising from or relating to such legal proceedings. Similarly, pursuant to a Separation and Distribution Agreement between Pinnacle's operating company and GLPI (as successor to Pinnacle Entertainment), any liability arising from or relating to legal proceedings involving the business and operations of Pinnacle's real property holdings prior to the Pinnacle Merger will be retained by Pinnacle, and Pinnacle will indemnify GLPI (and its subsidiaries, directors, officers, employees and agents and certain other related parties) against any losses it may incur arising from or relating to such legal proceedings. Effective October 15, 2018, Penn assumed all obligations of Pinnacle as pursuant to a merger of Pinnacle with and into a subsidiary of Penn. There can be no assurance that Penn will be able to fully satisfy these indemnification obligations. Moreover, even if the Company ultimately succeeds in recovering from Penn any amounts for which the Company is liable, it may be temporarily required to bear those losses.

Litigation

The Company is subject to various legal and administrative proceedings relating to personal injuries, employment matters, commercial transactions, and other matters arising in the normal course of business. The Company does not believe that the final outcome of these matters will have a material adverse effect on the Company’s consolidated financial position or results of operations. In addition, the Company maintains what it believes is adequate insurance coverage to further mitigate the risks of such proceedings. However, such proceedings can be costly, time consuming, and unpredictable and, therefore, no assurance can be given that the final outcome of such proceedings may not materially impact the Company’s financial condition or results of operations. Further, no assurance can be given that the amount or scope of existing insurance coverage will be sufficient to cover losses arising from such matters.

~~Operating Lease Commitments~~

As part of the Spin-Off, Penn assigned to GLPI various leases for the land and buildings acquired in connection with the Spin-Off. The lease agreements contain base lease payments and, in some instances, a percentage rent based on a percent of adjusted gaming wins, as described in the respective leases. The portion of the rent that is fixed and determinable is included in the schedule below as a future commitment, while the portion of the rent that is variable is excluded from future commitments as the amounts are not fixed and determinable at December 31, 2018 and therefore considered contingent rent. The following is a description of the more significant lease contracts assigned to GLPI at the Spin-Off:

The Company leases land at the Boomtown Casino Biloxi under two ground leases. The first ground lease has a term of 99 years. The annual rental payments under the first ground lease are increased every 5 years by 15%. The second ground lease has an initial term of 10 years and is automatically extended for additional 10-year terms unless notice is provided to the landlord within 180 days of the current term's end date. The annual rental payments under the second ground lease are increased every 5 years by 4%. Neither of the leases include a variable rent provision tied to the property's performance

The Company has an operating lease for the land utilized in connection with the operations of Hollywood Casino Tunica in Tunica, Mississippi. The lease has a five-year initial term and nine five-year renewals at the tenant's option. The lease agreement has an annual fixed rent provision, as well as an annual revenue-sharing provision, which is equal to the result obtained by subtracting the fixed rent provision from 4% of gross revenues.

The Company has an operating lease with the City of Bangor for the land utilized in connection with the operations of Hollywood Casino Bangor. Rent under the lease is adjusted every 5 years based upon the CPI and does not include a variable rent provision tied to the property's performance. The initial term of the lease is 15 years, with three ten-year renewal options.

The Company leases land at the Argosy Casino Alton under a ground lease with a 30-year initial term and two optional renewals of 10 years each. The lease agreement contains a fixed rent provision and does not include a variable portion tied to the property's performance.

The Company leases land at Hollywood Casino Aurora under a ground lease with a 49-year initial term and five optional renewals of 10 years each. The lease agreement contains a fixed rent provision which is adjusted annually based upon the CPI and does not include a variable rent provision tied to the property's performance.

The Company also obtained ground lease rights through the acquisition of several of its rental properties and immediately subleased the land to its tenants. The Company records revenue for the ground lease rent paid by its tenants with an offsetting expense in land rights and ground lease expense within the consolidated statements of income as the Company has concluded that as the lessee it is the primary obligor under these ground leases. However, the Company subleases these ground leases back to its tenants, who are responsible for payment directly to the landlord. The portion of the ground lease rent that is fixed and determinable is included in the schedule below as a future commitment, while the portion of the ground lease rent that is variable is excluded from future commitments as the amounts are not fixed and determinable at December 31, 2018 and therefore considered contingent rent. Details of the acquired ground leases are below:

During October 2018, the Company acquired the real estate assets of five properties from Tropicana, including the rights to land subject to long-term ground leases. The Company assumed six ground leases related to the acquired Tropicana Properties and immediately subleased the land to Eldorado, who is responsible for payment directly to the landlord. For those ground leases with optional renewal terms extending beyond the 15-year lease term of the Eldorado Master Lease, the Company has included only the renewals that align most closely to the 2033 termination date of the Eldorado Master Lease in the schedule below, as it cannot be reasonably assured it will renew ground leases for land subleased to Eldorado beyond the term of the Eldorado Master Lease. The following is a description of the lease contracts assumed from the acquisition of the Tropicana Properties:

During May 2017, the Company acquired the real estate assets of the Tunica Properties, including the rights to land subject to long-term ground leases. The Company assumed three ground leases related to the acquired Tunica Properties and immediately subleased the land to Penn, who is responsible for payment directly to the landlord. For those ground leases with optional renewal terms extending beyond the 35-year lease term of the Penn Master Lease, the Company has included only the renewals that align most closely to the 2048 termination date of the Penn Master Lease in the schedule below, as it cannot be reasonably assured it will renew ground leases for land subleased to Penn beyond the term of the Penn Master Lease. The following is a description of the lease contracts assumed from the acquisition of the Tunica Properties:

~~The Company leases land at the 1~~^st Jackpot Casino under two ground leases. The first ground lease has an initial term of 6 years and nine optional renewals of 6 years each. The lease extends through 2054 with all renewals. Rent under this lease is adjusted annually based upon the CPI and does not include a variable portion. The second lease has an initial term of 10 years with ten optional renewals of 5 years each. The lease extends through 2055 with all renewals. The lease has an annual

~~fixed rent provision and a variable portion which is adjusted annually based upon net gaming revenues of up to 4%, dependent on the property's operating results.~~

During April 2016, the Company acquired the majority of the real estate assets of Pinnacle, including the rights to land subject to long-term ground leases. The Company assumed ground leases at several of the acquired Pinnacle properties and immediately subleased the land back to Pinnacle. Subsequent to the Penn-Pinnacle Merger in October 2018, Penn assumed the ground leases at the Ameristar East Chicago, River City Hotel and Casino and L'Auberge Lakes Charles properties and Boyd assumed the ground leases at the Belterra Casino Resort property. Penn and Boyd are responsible for payment directly to the respective landlords at these properties. For those ground leases with optional renewal terms extending beyond the 10-year lease term of the Amended Pinnacle Master Lease and the Boyd Master Lease, the Company has included only the renewals that align most closely to the 2026 termination date of the Amended Pinnacle Master Lease and the Boyd Master Lease in the schedule below, as it cannot be reasonably assured it will renew ground leases for land subleased to Penn and Boyd beyond the terms of the Amended Pinnacle Master Lease and the Boyd Master Lease. The following is a description of the significant lease contracts originally assumed from Pinnacle:

The Company leases land at the Belterra Casino Resort under two ground leases, each with an initial term of 5 years and nine automatic renewals of 5 years each. The renewal options extend the leases through 2049 and are not terminable by the Company. The first ground lease includes a base portion which is adjusted at each renewal based upon the CPI and a variable portion which is adjusted annually based upon 1.5% of gross gaming wins in excess of $100 million. The second ground lease has a fixed rent provision only.

~~In addition, the Company is liable under numerous operating leases for equipment and other miscellaneous assets, which expire at various dates through 2023.~~

Total rental expense under these agreements was $18.9 million, $15.8 million and $11.0 million for the years ended December 31, 2018, 2017 and 2016. This includes rent expense under the leases assigned to the Company at Spin-Off, leases for equipment and miscellaneous assets and the fixed and variable rent under the ground leases discussed above.

~~The future minimum lease commitments, as of inception of the lease, relating to noncancelable operating leases at December 31, 2018 are as follows (in thousands):~~

Year ending December 31, ⁽¹⁾

2019 $ 15,519
2020 15,159
2021 15,042
2022 15,026
2023 15,005
Thereafter 541,135
Total $ 616,886

⁽¹⁾~~The above table excludes contingent rent in accordance with ASC 840.~~

Employee Benefit Plans

The Company maintains a defined contribution plan under the provisions of Section 401(k) of the Internal Revenue Code of 1986, as amended, which covers all eligible employees. The plan enables participating employees to defer a portion of their salary and/or their annual bonus in a retirement fund to be administered by the Company. The Company makes a discretionary match contribution of 50% of employees' elective salary deferrals, up to a maximum of 6% of eligible employee compensation. The matching contributions for the defined contribution plan were $0.3 million for each of the years ended December 31, 2019, 2018 ~~2017~~ and ~~2016.~~2017.

The Company maintains a non-qualified deferred compensation plan that covers most management and other highly-compensated employees. The plan allows the participants to defer, on a pre-tax basis, a portion of their base annual salary and/or their annual bonus, and earn tax-deferred earnings on these deferrals. The plan also provides for matching Company contributions that vest over a five-year period. The Company has established a Trust, and transfers to the Trust, on a periodic basis, an amount necessary to provide for its respective future liabilities with respect to participant deferral and Company contribution amounts. The Company's matching contributions for the non-qualified deferred compensation plan for the years ended December 31, 2019, 2018 and 2017 ~~and 2016~~ were $0.6 million, $0.7 million ~~$0.6 million~~ and ~~$0.7~~$0.6 million, respectively. The Company's deferred compensation liability, which was included in other liabilities within the consolidated balance sheet, was $25.2 million and $22.8 million at December 31, 2019 and 2018, respectively. Assets held in the Trust were $28.9 million and $22.7 million at December 31, ~~2018~~2019 and ~~2017, respectively. Assets held in the Trust were $22.7 million and $22.6 million at December 31,~~ 2018, ~~and 2017,~~ respectively, and are included in other assets within the consolidated balance sheet.

Labor Agreements

Some of Hollywood Casino Perryville's employees are currently represented by labor unions. The Seafarers Entertainment and Allied Trade Union represents 145 of Hollywood Casino Perryville's employees under an agreement that expires in ~~February 2020.~~January 2032. Additionally, ~~Local No. 27 United Food and Commercial Workers and~~ United Industrial Service Transportation Professional and Government Workers of North America and Local No. 27 United Food and Commercial Workers represent certain employees under collective bargaining agreements that expire in 2020 and 2032, respectively, neither of which represents more than 50 of Hollywood Casino Perryville's employees. If the Company fails to renew or modify existing agreements on satisfactory terms, this failure could have a material adverse effect on Hollywood Casino Perryville's business, financial condition and results of operations. There can be no assurance that Hollywood Casino Perryville will be able to maintain these agreements.

12. Revenue Recognition

Revenues from Real Estate

As of December 31, ~~2018, 20~~2019, 19 of the Company’s real estate investment properties were leased to a subsidiary of Penn under the Penn Master Lease, an additional 12 of the Company's real estate investment properties were leased to a subsidiary of Penn under the Amended Pinnacle Master Lease, 5 of the Company's real estate investment properties were leased to a subsidiary of Eldorado under the Eldorado Master Lease and 3 of the Company's real estate investment properties were leased to a subsidiary of Boyd under the Boyd Master Lease. Additionally, the Meadows real estate assets are leased to Penn under a single property triple-net lease (the "Meadows Lease") and the Casino Queen real estate assets are leased back to the operator under an additional single property triple-net lease.

The obligations under the Penn and Amended Pinnacle Master Leases, as well as the Meadows Lease are guaranteed by Penn and, with respect to each lease, jointly and severally by ~~most of~~ Penn's subsidiaries that occupy and operate the facilities ~~leased under these master leases. A default~~covered by ~~Penn or its subsidiaries with regard to any facility under~~such lease. Similarly, the Penn Master Lease will cause a default with regard to the Penn Master Lease and a default by Penn or its subsidiaries with regard to any facility under the Amended Pinnacle Master Lease will cause a default with regard to the Amended Pinnacle Master Lease. The obligations under the Eldorado Master Lease are jointly and severally guaranteed by Eldorado and by most of Eldorado's subsidiaries that occupy and operate the facilities leased under the Eldorado Master Lease. ~~A default by Eldorado or its subsidiaries with regard to any facility under the Eldorado Master Lease will cause a default with regard to the Eldorado Master Lease.~~ The obligations under the Boyd Master Leases are jointly and severally guaranteed by ~~most of~~ Boyd's subsidiaries that occupy and operate the facilities leased under the Boyd Master Lease. ~~A default by Boyd or its subsidiaries with regard to any facility under the Boyd Master Lease will cause a default with regard to the Boyd Master Lease.~~

Similar to the Penn Master Lease, the Amended Pinnacle Master Lease also includes a fixed component, a portion of which is subject to an annual 2% escalator if certain rent coverage ratio thresholds are met and a component that is based on the performance of the facilities, which is adjusted, subject to certain floors every two years to an amount equal to 4% of the average annual net revenues of all facilities under the Amended Pinnacle Master Lease during the preceding two years.

The Boyd Master Lease includes a fixed component, a portion of which is subject to an annual 2% escalator if certain rent coverage ratio thresholds are met, and a component that is based on the performance of the facilities, which is adjusted, subject to certain floors every two years to an amount equal to 4% of the average annual net revenues of all facilities under the Boyd Master Lease during the preceding two years.

The Meadows Lease contains a fixed component, subject to annual escalators, and a component that is based on the performance of the facility, which is reset every two years to ~~a fixed~~an amount determined by multiplying (i) 4% by (ii) the average annual net revenues of the facility for the trailing two-year period. The Meadows Lease contains an annual escalator provision for up to 5% of the base rent, if certain rent coverage ratio thresholds are met, which remains at 5% until the earlier of ten years or the year in which total rent is $31.0 million, at which point the escalator will be reduced to 2% annually thereafter.

Furthermore, the Company's master leases provide for a floor on the percentage rent described above, should the Company's tenants acquire or commence operating a competing facility within a restricted area (typically 60 miles from a property under the existing master lease with such tenant). These clauses provide landlord protections by basing the percentage rent floor for any affected facility on the net revenues of such facility for the calendar year ~~period.~~immediately preceding the year in which the competing facility is acquired or first operated by the tenant. In June 2019, a percentage rent floor was triggered on

Penn's Hollywood Casino Toledo property, as a result of Penn's purchase of the operations of the Greektown Casino-Hotel in Detroit, Michigan.

In addition to rent, as triple-net lessees, all of the Company's tenants are required to pay the following executory costs: (1) all facility maintenance, (2) all insurance required in connection with the leased properties and the business conducted on the leased properties, including coverage of the landlord's interests, (3) taxes levied on or with respect to the leased properties (other than taxes on the income of the lessor) and (4) all utilities and other services necessary or appropriate for the leased properties and the business conducted on the leased properties.

The Company determined, based on facts and circumstances prevailing at the time of each lease's inception, that neither Penn nor Casino Queen could continue as a going concern without the property(ies) that are leased to itthem under the respective master lease agreement (in the instance of Penn) and single property lease (in the instance of Casino Queen) with the Company. At lease inception, all of Casino Queen's revenues and substantially all of Penn's revenues were generated from operations in connection with the leased properties. There are also various legal restrictions in the jurisdictions in which Penn, and Casino Queen operate that limit the availability and location of gaming facilities, which makes relocation or replacement of the leased gaming facilities restrictive and potentially impracticable or unavailable. Moreover, under the terms of the master lease, Penn must make renewal elections with respect to all of the leased property together; the tenant is not entitled to selectively renew certain of the leased property while not renewing other property. Accordingly, the Company concluded that failure by Penn or Casino Queen to renew the lease would impose a significant penalty on such tenant such that renewal of all lease renewal options ~~appears~~appeared at lease inception to be reasonably assured. Therefore, the Company concluded that the term of Penn Master Lease and the Casino Queen Lease is 35 years, equal to the initial 15-year term plus all ~~four~~4 of the 5-year renewal options.

As discussed in Note 4,18, on October 15, 2018, in conjunction with the Penn-Pinnacle Merger, the Pinnacle Master Lease was amended ~~via the~~by a fourth amendment ~~to such lease~~ to allow for the sale of the operating assets of Ameristar Casino Hotel Kansas City, Ameristar Casino Resort Spa St. Charles and Belterra Casino Resort from Pinnacle to Boyd. As a result of this amendment, the Company reassessed the lease's classification and determined the new lease agreement qualified for operating lease treatment under ASC 840. Therefore, subsequent to the Penn-Pinnacle Merger, the Amended Pinnacle Master Lease is treated as an operating lease in its entirety. Because the properties under the Amended Pinnacle Master Lease dodid not represent a meaningful portion of Penn's business at the time Penn assumed the lease, the Company ~~has~~ concluded that the lease term of the Amended Pinnacle Master Lease is 10 years, equal to the initial 10-year term only.

Also as described in Note 4, subsequent to purchasing the majority of Pinnacle's real estate assets and leasing them back to Pinnacle, the Company entered into a separate triple-net lease with Pinnacle to leaseBecause the Meadows ~~real estate assets to~~

~~Pinnacle. Because this lease involved only~~Lease was a single property ~~within Pinnacle's portfolio,~~lease operated by a large multi-property operator, GLPI concluded it was not reasonably assured at lease inception that ~~Pinnacle~~the operator would elect to exercise all lease renewal options. Therefore, the Company concluded that the lease term of the Meadows Lease is 10 years, equal to the initial 10-year term only. In conjunction with the Penn-Pinnacle Merger, Penn assumed the Meadows ~~Lease.~~Lease from Pinnacle. The accounting for the Meadows Lease, including the lease term was not impacted by the change in tenant. Based upon similar fact patterns, the Company concluded it was not reasonably assured at lease inception that Eldorado or Boyd would elect to exercise all lease renewal options under their respective master leases. The properties under ~~both~~each of the master leases dodid not represent a ~~significant~~meaningful portion of either tenant's business at lease inception; therefore the Company ~~has~~ concluded that the lease term of the Eldorado Master Lease is 15 years and the lease term of the Boyd Master Lease is 10 years, equal to the initial terms of such master leases only.

Details of the Company's rental income for the year ended December 31, 2019 was as follows (in thousands):



	Year Ended December 31, 2019
Building base rent ⁽¹⁾	$	659,620
Land base rent	190,168
Percentage rent	159,107
Total cash rental income	$	1,008,895
Straight-line rent adjustments	(34,574		)
Ground rent in revenue	21,347
Other rental revenue	498
Total rental income	$	996,166

⁽¹⁾ Building base rent is subject to the annual rent escalators described above.

As of December 31, ~~2018,~~2019, the future minimum rental income from the Company's rental properties under non-cancelable operating leases, including any reasonably assured ~~rental~~renewal periods, was as follows (in thousands):



Year ending December 31,	Future Rental Payments Receivable		Straight-Line Rent Adjustments			Future Base Ground Rents Receivable		Future Income to be Recognized Related to Operating Leases
2020	$	959,603	$	(2,567	)	$	12,223	$	969,259
2021	926,874		21,786			12,045		960,705
2022	926,874		21,786			12,051		960,711
2023	920,236		21,786			12,057		954,079
2024	887,046		21,786			12,063		920,895
Thereafter	10,984,406		243,908			72,882		11,301,196
Total	$	15,605,039	$	328,485		$	133,321	$	16,066,845

Year ending December 31, Future Rental Payments Receivable Straight-Line Rent Adjustments Future Base Ground Rents Receivable Future Income to be Recognized Related to Operating Leases
2019 $ 959,797
$ (34,574 ) $ 13,403
$ 938,626
2020 920,129
(2,567 ) 13,408
930,970
2021 854,210
21,786
13,414
889,410
2022 854,210
21,786
13,420
889,416
2023 854,210
21,786
13,425
889,421
Thereafter 11,146,434
265,694
471,598
11,883,726
Total $ 15,588,990
$ 293,911
$ 538,668
$ 16,421,569

The table above presents the cash rent the Company expects to receive from its tenants, offset by adjustments to recognize this rent on a straight-line basis over the lease term. The Company also includes the future non-cash revenue it expects to recognize from the fixed portion of tenant paid ground leases in the table above. For further details on these tenant paid ground leases, refer to Note ~~11.~~

For the years ended December 31, 2018, 2017 and 2016, GLPI recognized $48.9 million, $46.8 million and $43.8 million, respectively, in contingent rental income from Hollywood Casino Columbus and Hollywood Casino Toledo related to clause (ii) in the paragraph above. The expected future minimum rental income from these properties, as well as any anticipated future rent based on the performance of the Company's leased facilities that resets after a certain passage of time are excluded from the table above as they are considered contingent rental income under ASC 840. Any anticipated future rent escalations are also excluded from the table above.7.

The Company ~~has financial interests in two~~may periodically loan funds to casino ~~properties through secured mortgage loans to~~owner-operators for the ~~respective casino owner-operators.~~purchase of real estate. Interest income related to ~~mortgage~~real estate loans ~~receivable~~ is recorded as revenue from ~~mortgaged~~ real estate within the Company's consolidated statements of income in the period earned. At December 31, 2019, the Company has two loans, the proceeds of which were used to acquire real estate, the Belterra Park Loan and the Eldorado Loan. During the ~~year~~years ended December 31, 2019 and 2018, the Company recognized interest income from these real estate loans of $28.9 million and $6.9 ~~million.~~million, respectively.

Gaming, Food, Beverage and Other Revenues

Gaming revenue generated by the TRS Properties mainly consists of revenue from slot machines, and to a lesser extent, table game and poker revenue. Gaming revenue from slot machines is the aggregate net difference between gaming wins and losses with liabilities recognized for funds deposited by customers before gaming play occurs, for "ticket-in, ticket-out" coupons in the customers’ possession, and for accruals related to the anticipated payout of progressive jackpots. Progressive slot machines, which contain base jackpots that increase at a progressive rate based on the number of coins played, are charged to revenue as the amount of the jackpots increases. Table game gaming revenue is the aggregate of table drop adjusted for the change in aggregate table chip inventory. Table drop is the total dollar amount of the currency, coins, chips, tokens, outstanding counter checks (markers), and front money that are removed from the live gaming tables. Additionally, food and beverage revenue is recognized ~~as services are performed.~~

~~On January 1, 2018, the~~net of certain sales incentives, including promotional allowances in accordance with ASC 606. The Company adopted ASU 2014-09, which altered the recognition of revenue at the TRS Properties related to the customer loyalty programs. Specifically, the recognition of revenue associated with these points-based programs was impacted by eliminating the current accrual for the cost of the points awarded at the time of play and instead deferring thealso defers a portion of the revenue received from customers (who participate in the ~~customer~~points-based loyalty programs) at the time of play ~~and attributed to the awarded points~~ until a later period when ~~such~~the points are redeemed or forfeited. ~~The revenue deferral is calculated by allocating a portion of~~Other revenues at our TRS Properties are derived from our dining, retail and certain other ancillary activities. During the transaction price to the points based upon their retail value. Under the former guidance, the cost of the points was recorded as an operating expense through the gaming, food, beverage and other expense line item of the Company's consolidated statement of income. Under ASU 2014-09, promotional allowances representing the retail value of food, beverages and other services

furnished to guests without charge are no longer presented as a separate line item on the consolidated statements of income, rather they are presented on a net basis within gaming, food, beverage and other revenue. This change has no impact to total revenues and is for presentation purposes only. The impact of adopting ASU 2014-09 was immaterial to the Company's total revenue for the yearyears ended December 31, ~~2018.~~

~~The following table discloses~~2019 and 2018, the ~~components of~~Company recognized gaming, food, beverage and other revenue ~~within~~of $128.4 million and $132.5 million, respectively.

13. Stock-Based Compensation

As of December 31, 2019, the ~~consolidated statements~~Company had 1,750,857 shares available for future issuance under the Amended 2013 Long Term Incentive Compensation Plan (the "2013 Plan"). The 2013 Plan provides for the Company to issue restricted stock awards, including performance-based restricted stock awards and other equity or cash based awards to employees. Any director, employee or consultant shall be eligible to receive such awards. The Company issues new authorized common shares to satisfy stock option exercises and restricted stock award releases.

As of ~~income~~December 31, 2019, there was $5.1 million of total unrecognized compensation cost for restricted stock awards that will be recognized over the grants' remaining weighted average vesting period of 1.62 years. For the years ended December 31, 2019, 2018 and 2017, the Company recognized $7.5 million, $4.7 million and $6.0 million, respectively, of compensation expense associated with these awards. The total fair value of awards released during the years ended December 31, 2019, 2018 and 2017, was $10.1 million, $10.0 million and $7.3 million, respectively.

The following table contains information on restricted stock award activity for the years ended December 31, 2019 and 2018:



	Number of Award Shares		Weighted Average Grant-Date Fair Value
Outstanding at December 31, 2017	344,744		$	29.69
Granted	283,183		$	23.34
Released	(273,286	)	$	18.16
Canceled	(54,999	)	$	33.34
Outstanding at December 31, 2018	299,642		$	33.53
Granted	317,290		$	22.69
Released	(299,961	)	$	21.47
Canceled	—		$	—
Outstanding at December 31, 2019	316,971		$	34.10

Performance-based restricted stock awards have a three-year cliff vesting with the amount of restricted shares vesting at the end of the three-year period determined based upon the Company’s performance as measured against its peers. More specifically, the percentage of shares vesting at the end of the measurement period will be based on the Company’s three-year total shareholder return measured against the three-year total shareholder return of the companies included in the MSCI US REIT index and the Company's stock performance ranking among a group of triple-net REIT peer companies. The triple-net measurement group includes publicly traded REITs, which the Company believes derive at least 75% of revenues from triple-net leases and meet a minimum market capitalization. As of December 31, 2019, there was $8.9 million of total unrecognized compensation cost for performance-based restricted stock awards, which will be recognized over the awards' remaining weighted average vesting period of 1.67 years. For the years ended December 31, 2019, 2018 and 2017, the Company recognized $8.7 million, $6.4 million and ~~2016:~~

$9.7 million, respectively, of compensation expense associated with these awards. The total fair value of performance-based stock awards released during the years ended December 31, 2019, and 2018 was $14.7 million and $20.1 million, respectively. No performance-based stock awards were released during the year ended December 31, 2017.

Year Ended December 31,
2018 2017 2016
(in thousands)
Slot machines $ 111,315
$ 118,998
$ 119,390
Table games 15,528
17,218
18,069
Poker 1,114
1,182
1,135
Food, beverage and other 8,762
9,468
11,067
Promotional allowances (4,174 ) (4,780 ) (5,610 )
Total gaming, food, beverage and other revenue $ 132,545
$ 142,086
$ 144,051

The following table contains information on performance-based restricted stock award activity for the years ended December 31, 2019 and 2018:



	Number of Performance-Based Award Shares		Weighted Average Grant-Date Fair Value
Outstanding at December 31, 2017	1,664,000		$	17.49
Granted	556,000		$	20.64
Released	(548,000	)	$	17.29
Canceled	(330,000	)	$	18.60
Outstanding at December 31, 2018	1,342,000		$	18.60
Granted	512,000		$	17.85
Released	(447,334	)	$	17.22
Canceled	(23,332	)	$	18.63
Outstanding at December 31, 2019	1,383,334		$	18.77

~~13.~~14. Income Taxes

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. The benefits of the intended REIT conversion on the Company's tax provision and effective income tax rate are reflected in the tables below. Deferred tax assets and liabilities are provided for the effects of temporary differences between the tax basis of an asset or liability and its reported amount in the consolidated balance sheets. These temporary differences result in taxable or deductible amounts in future years. As a result of the Tax Cuts and Jobs Act, the corporate tax rate was permanently lowered from the previous maximum rate of 35% to 21%, effective for tax years including or commencing January 1, 2018. As a result of the reduction of the corporate tax rate, U.S. generally accepted accounting principles required companies to re-value their deferred tax assets and liabilities as of the date of the enactment, with resulting tax effects accounted for in the reported period of enactment. As such, the Company revalued its net deferred tax asset at December 31, 2017. This revaluation resulted in a reduction in the value of its net deferred tax asset of approximately $1.8 million, which was recorded as additional income tax expense in the Company’s consolidated statement of income for the year ended December 31, 2017.

The components of the Company's deferred tax assets and liabilities, related to its TRS, are as follows:



Year ended December 31,	2019			2018
	(in thousands)
Deferred tax assets:
Accrued expenses	$	1,597		$	1,416
Property and equipment	5,844			5,405
Interest expense	596			313
Net deferred tax assets	8,037			7,134
Deferred tax liabilities:
Property and equipment	(624		)	(757		)
Intangibles	(1,636		)	(1,460		)
Net deferred tax liabilities	(2,260		)	(2,217		)
Net:	$	5,777		$	4,917

Year ended December 31, 2018 2017
(in thousands)
Deferred tax assets:

Accrued expenses $ 1,416
$ 1,597
Property and equipment 5,405
4,823
Interest expense 313
—
Net deferred tax assets 7,134
6,420
Deferred tax liabilities:

Property and equipment (757 ) (902 )
Intangibles (1,460 ) (1,284 )
Net deferred tax liabilities (2,217 ) (2,186 )
Net: $ 4,917
$ 4,234

The provision for income taxes charged to operations for years ended December 31, 2019, 2018 ~~2017~~ and ~~2016~~2017 was as follows:



Year ended December 31,	2019			2018			2017
	(in thousands)
Current tax expense
Federal	$	3,005		$	2,856		$	7,039
State	2,514			2,630			3,309
Total current	5,519			5,486			10,348
Deferred tax (benefit) expense
Federal	(667		)	(512		)	(166		)
State	(88		)	(10		)	(395		)
Total deferred	(755		)	(522		)	(561		)
Total provision	$	4,764		$	4,964		$	9,787

Year ended December 31, 2018
2017
2016
(in thousands)
Current tax expense

Federal $ 2,856
$ 7,039
$ 6,004
State 2,630
3,309
3,076
Total current 5,486
10,348
9,080
Deferred tax (benefit) expense

Federal (512 ) (166 ) (1,324 )
State (10 ) (395 ) (211 )
Total deferred (522 ) (561 ) (1,535 )
Total provision $ 4,964
$ 9,787
$ 7,545

The following tables reconcile the statutory federal income tax rate to the actual effective income tax rate for the years ended December 31, 2019, 2018 ~~2017~~ and ~~2016:~~2017:


Year ended December 31,	2018		2017		2016		2019		2018		2017
Percent of pretax income
U.S. federal statutory income tax rate	21.0	%	35.0	%	35.0	%	21.0	%	21.0	%	35.0	%
State and local income taxes	0.6	%	0.6	%	0.7	%	0.5	%	0.6	%	0.6	%
Federal tax rate change	—	%	0.5	%	—	%	—	%	—	%	0.5	%
REIT conversion benefit	(23.8	)%	(33.6	)%	(33.2	)%	(20.3	)%	(23.8	)%	(33.6	)%
Goodwill impairment charges	3.6	%	—	%	—	%	—	%	3.6	%	—	%
	1.4	%	2.5	%	2.5	%	1.2	%	1.4	%	2.5	%



Name	Age	Position
Peter M. Carlino	7273	Chairman of the Board and Chief Executive Officer
Steven T. Snyder	5859	~~Interim Chief Financial Officer and~~ Senior Vice President ~~of Corporate Development~~and Chief Financial Officer
Brandon J. Moore	4445	Senior Vice President, General Counsel and Secretary
Desiree A. Burke	5354	Senior Vice President and Chief Accounting Officer
Matthew Demchyk	38	Senior Vice President of Investments


	Year Ended December 31,															Year Ended December 31,
	2018 ⁽¹⁾			2017 ⁽¹⁾			2016 ⁽¹⁾			2015			2014			2019 ⁽¹⁾			2018 ⁽¹⁾			2017 ⁽¹⁾			2016 ⁽¹⁾			2015
	(in thousands, except per share data)															(in thousands, except per share data)
Income statement data:
Total revenues	$	1,055,727		$	971,307		$	828,255		$	575,053		$	591,068		$	1,153,473		$	1,055,727		$	971,307		$	828,255		$	575,053
Total operating expenses	461,917			365,789			347,632			317,638			332,562			436,050			461,917			365,789			347,632			317,638
Income from operations	593,810			605,518			480,623			257,415			258,506			717,423			593,810			605,518			480,623			257,415
Total other expenses	249,330			215,133			183,773			121,851			114,586			321,778			249,330			215,133			183,773			121,851
Income before income taxes	344,480			390,385			296,850			135,564			143,920			395,645			344,480			390,385			296,850			135,564
Taxes on income	4,964			9,787			7,545			7,442			5,113
Income tax expense																4,764			4,964			9,787			7,545			7,442
Net income ⁽²⁾	$	339,516		$	380,598		$	289,305		$	128,122		$	138,807		$	390,881		$	339,516		$	380,598		$	289,305		$	128,122
Per share data:
Basic earnings per common share	$	1.59		$	1.80		$	1.62		$	1.12		$	1.23		$	1.82		$	1.59		$	1.80		$	1.62		$	1.12
Diluted earnings per common share	$	1.58		$	1.79		$	1.60		$	1.08		$	1.18		$	1.81		$	1.58		$	1.79		$	1.60		$	1.08
Weighted shares outstanding - Basic	213,720			210,705			178,594			114,432			112,037			214,667			213,720			210,705			178,594			114,432
Weighted shares outstanding - Diluted	214,779			212,752			180,622			118,439			117,586			215,786			214,779			212,752			180,622			118,439
Cash dividends per common share declared and paid																$	2.74		$	2.57		$	2.50		$	2.32		$	2.18
Other data:
Net cash provided by operating activities	$	654,433		$	598,711		$	514,370		$	319,688		$	273,259		$	750,302		$	654,433		$	598,711		$	514,370		$	319,688
Net cash (used in) provided by investing activities	(1,509,784		)	698			(3,218,616		)	(14,142		)	(317,319		)	(2,817		)	(1,509,784		)	698			(3,218,616		)	(14,142		)
Net cash provided by (used in) financing activities	852,080			(606,911		)	2,698,927			(299,644		)	(205,188		)
Net cash (used in) provided by financing activities																(746,445		)	852,080			(606,911		)	2,698,927			(299,644		)
Depreciation and amortization	148,365			123,835			115,717			109,783			106,843			258,971			148,365			123,835			115,717			109,783
Straight-line rent adjustments	61,888			65,971			58,673			55,825			44,877			34,574			61,888			65,971			58,673			55,825
Goodwill impairment charges ⁽²⁾	59,454			—			—			—			—
Impairment charges ⁽²⁾																13,000			59,454			—			—			—
Collections of principal payments on investment in direct financing lease ⁽³⁾	38,459			73,072			48,533			—			—			—			38,459			73,072			48,533			—
Interest expense	247,684			217,068			185,896			124,183			117,030			301,520			247,684			217,068			185,896			124,183
Capital expenditures ⁽⁴⁾	4,304			3,256			3,441			19,102			142,769
Balance sheet data:
Cash and cash equivalents	$	25,783		$	29,054		$	36,556		$	41,875		$	35,973		$	26,823		$	25,783		$	29,054		$	36,556		$	41,875
Real estate investments, net ⁽³⁾	7,331,460			3,662,045			3,739,091			2,090,059			2,180,124			7,100,555			7,331,460			3,662,045			3,739,091			2,090,059
Investment in direct financing lease, net ⁽³⁾	—			2,637,639			2,710,711			—			—			—			—			2,637,639			2,710,711			—
Total assets	8,577,293			7,246,882			7,369,330			2,448,155			2,525,454			8,434,298			8,577,293			7,246,882			7,369,330			2,448,155
Long-term debt, net of unamortized debt issuance costs, bond premiums and original issuance discounts	5,853,497			4,442,880			4,664,965			2,510,341			2,570,361			5,737,962			5,853,497			4,442,880			4,664,965			2,510,341
Shareholders' equity (deficit)	2,265,607			2,458,247			2,433,869			(253,514		)	(176,290		)	2,074,245			2,265,607			2,458,247			2,433,869			(253,514		)
Property Data:
Number of rental properties owned at year end	42			36			34			19			19			41			42			36			34			19
Rentable square feet at year end	21,847			15,198			14,799			6,970			6,970			21,527			21,847			15,198			14,799			6,970



Year Ended December 31,	2018		2017		2016
	(in thousands)
Revenues
Rental income	$	747,654	$	671,190	$	567,444
Income from direct financing lease	81,119		74,333		48,917
Interest income from mortgaged real estate	6,943		—		—
Real estate taxes paid by tenants	87,466		83,698		67,843
Total income from real estate	923,182		829,221		684,204
Gaming, food, beverage and other	132,545		142,086		144,051
Total revenues	1,055,727		971,307		828,255
Operating expenses
Gaming, food, beverage and other	77,127		80,487		82,463
Real estate taxes	88,757		84,666		69,448
Land rights and ground lease expense	28,358		24,005		14,799
General and administrative	71,128		63,151		71,368
Depreciation	137,093		113,480		109,554
Goodwill impairment charges	59,454		—		—
Total operating expenses	461,917		365,789		347,632
Income from operations	$	593,810	$	605,518	$	480,623



	Year Ended December 31,
	2019			2018
	(in thousands)
Total revenues	$	1,153,473		$	1,055,727
Total operating expenses	436,050			461,917
Income from operations	717,423			593,810
Total other expenses	(321,778		)	(249,330		)
Income before income taxes	395,645			344,480
Income tax expense	4,764			4,964
Net income	$	390,881		$	339,516


	Total Revenues						Income from Operations							Total Revenues				Income (Loss) from Operations
Year Ended December 31,	2018		2017		2016		2018			2017		2016
														Year Ended December 31,				Year Ended December 31,
														2019		2018		2019		2018
	(in thousands)													(in thousands)
GLP Capital	$	923,182	$	829,221	$	684,204	$	630,122		$	578,661	$	454,682	$	1,025,082	$	923,182	$	694,215	$	630,122
TRS Properties	132,545		142,086		144,051		(36,312		)	26,857		25,941		128,391		132,545		23,208		(36,312		)
Total	$	1,055,727	$	971,307	$	828,255	$	593,810		$	605,518	$	480,623	$	1,153,473	$	1,055,727	$	717,423	$	593,810


Lumiére Place ⁽⁵⁾	St. Louis, MO	Eldorado	1,020,782	18.5	—	494
			1,393,432	178.5	—	494

Other Properties
Other owned buildings and land ⁽⁶⁾	various	N/A	23,400	3.9	—	—
Other owned buildings and land ⁽⁷⁾							various	N/A	23,400	3.9	—	—

TRS Properties
Hollywood Casino Baton Rouge	Baton Rouge, LA	GLPI	95,318	25.1	—	—	Baton Rouge, LA	GLPI	95,318	25.1	—	—
Hollywood Casino Perryville	Perryville, MD	GLPI	97,961	36.4	—	—	Perryville, MD	GLPI	97,961	36.3	—	—
			193,279	61.5	—	—			193,279	61.4	—	—
Total			23,457,031	4,793.0	884.8	12,520			22,116,426	4,772.8	798.2	11,837


⁽¹⁾	Square footage includes air-conditioned space and excludes parking garages and barns.


⁽²⁾	Leased acreage reflects land subject to leases with third-parties and includes land on which certain of the current facilities and ancillary supporting structures are located as well as parking lots and access rights.


⁽⁴⁾	These properties include hotels not owned by the Company. Square footage and rooms associated with properties not owned by GLPI are excluded from the table above.


⁽⁴⁾⁽⁵⁾	Encompasses two gaming properties in Jackpot, ~~Nevada,~~Nevada: Cactus ~~Petes~~Pete's and The Horseshu.


⁽⁵⁾⁽⁶⁾	The Company financed the purchase of ~~these properties by their respective owner-operators~~this property through ~~mortgage loans~~a real estate loan to the ~~owner-operators.~~owner-operator. Square footage ~~acreage~~ and ~~rooms~~acreage associated with ~~these properties~~this property that we do not own are included in this table for informational purposes only.


⁽⁶⁾⁽⁷⁾	This includes our corporate headquarters building and undeveloped land the Company owns at locations other than its tenant occupied properties.


2.	the beneficial ownership of which is evidenced by transferable shares, or by transferable certificates of beneficial interest;


3.	that would be taxable as a domestic corporation but for its election to be subject to tax as a REIT;


4.	that is neither a financial institution nor an insurance company subject to specific provisions of the Code;


1.	that is managed by one or more trustees or directors;


5.	the beneficial ownership of which is held by 100 or more persons;


6.	in which, during the last half of each taxable year, not more than 50% in value of the outstanding stock is owned, directly or indirectly, by five or fewer "individuals" (as defined in the Code to include specified tax-exempt entities); and


7.	that meets other tests described below, including with respect to the nature of its income and assets.


(a)	90% of our REIT taxable income, computed without regard to our net capital gains and the deduction for dividends paid; and


(b)	90% of our after tax net income, if any, from foreclosure property (as described below); minus


(ii)	the excess of the sum of specified items of non-cash income over 5% of our REIT taxable income, computed without regard to our net capital gain and the deduction for dividends paid.


⁽⁴⁾	The higher level of capital expenditures in 2014 was primarily due to the construction of Hollywood Gaming at Dayton Raceway and Hollywood Gaming at Mahoning Valley Race Course which opened to the public on August 28, 2014 and September 17, 2014, respectively.


⁽²⁾	Interest expense, net for the GLP Capital segment is net of an intercompany interest elimination of $10.4 million for the years ended December 31, ~~2018, 2017~~2019 and ~~2016.~~2018.


								Percentage		Year Ended December 31,							Percentage
Year Ended December 31,	2018		2017		Variance			Variance
										2019		2018		Variance			Variance
Rental income										$	996,166	$	747,654	$	248,512		33.2	%
Income from direct financing lease										—		81,119		(81,119		)	(100.0	)%
Interest income from real estate loans										28,916		6,943		21,973			316.5	%
Real estate taxes paid by tenants										—		87,466		(87,466		)	(100.0	)%
Total income from real estate	$	923,182	$	829,221	$	93,961		11.3	%	1,025,082		923,182		101,900			11.0	%
Gaming, food, beverage and other	132,545		142,086		(9,541		)	(6.7	)%	128,391		132,545		(4,154		)	(3.1	)%
Total revenues	1,055,727		971,307		84,420			8.7	%	$	1,153,473	$	1,055,727	$	97,746		9.3	%



Year Ended December 31, 2019	Penn Master Lease		Amended Pinnacle Master Lease			Eldorado Master Lease and Loan			Boyd Master Lease and Mortgage			Penn - Meadows Lease		Casino Queen Lease		Total
Building base rent	$	274,841	$	225,842		$	61,223		$	74,810		$	13,803	$	9,101	$	659,620
Land base rent	93,969		71,108			13,360			11,731			—		—		190,168
Percentage rent	86,351		31,622			13,360			11,182			11,168		5,424		159,107
Total cash rental income	$	455,161	$	328,572		$	87,943		$	97,723		$	24,971	$	14,525	$	1,008,895
Straight-line rent adjustments	8,926		(25,273		)	(11,579		)	(8,937		)	2,289		—		(34,574		)
Ground rent in revenue	3,661		7,217			8,868			1,601			—		—		21,347
Other rental revenue	—		—			—			—			498		—		498
Total rental income	$	467,748	$	310,516		$	85,232		$	90,387		$	27,758	$	14,525	$	996,166
Interest income from real estate loans	—		—			22,471			6,445			—		—		28,916
Total income from real estate	$	467,748	$	310,516		$	107,703		$	96,832		$	27,758	$	14,525	$	1,025,082


	Payments Due By Period										Payments Due By Period
	Total		2019		2020 - 2021		2022 - 2023		2024 and After		Total		2020		2021 - 2022		2023 - 2024		2025 and After
	(in thousands)										(in thousands)
Senior unsecured credit facility
Principal	$	927,000	$	—	$	525,000	$	402,000	$	—	$	495,000	$	—	$	449,000	$	46,000	$	—
Interest ⁽¹⁾	131,495		41,879		65,977		23,639		—		26,445		17,590		8,250		605		—
4.875% senior unsecured notes due 2020
Principal	1,000,000		—		1,000,000		—		—		215,174		215,174		—		—		—
Interest	97,500		48,750		48,750		—		—		10,490		10,490		—		—		—
4.375% senior unsecured notes due 2021
Principal	400,000		—		400,000		—		—		400,000		—		400,000		—		—
Interest	43,750		17,500		26,250		—		—		26,250		17,500		8,750		—		—
5.375% senior unsecured notes due 2023
Principal	500,000		—		—		500,000		—		500,000		—		—		500,000		—
Interest	134,375		26,875		53,750		53,750		—		107,500		26,875		53,750		26,875		—
3.35% senior unsecured notes due 2024
Principal											400,000		—		—		400,000		—
Interest											67,074		13,474		26,800		26,800		—
5.25% senior unsecured notes due 2025
Principal	850,000		—		—		—		850,000		850,000		—		—		—		850,000
Interest	290,063		44,625		89,250		89,250		66,938		245,438		44,625		89,250		89,250		22,313
5.375% senior unsecured notes due 2026
Principal	975,000		—		—		—		975,000		975,000		—		—		—		975,000
Interest	393,048		52,406		104,813		104,813		131,016		340,641		52,406		104,813		104,813		78,609
5.75% senior unsecured notes due 2028
Principal	500,000		—		—		—		500,000		500,000		—		—		—		500,000
Interest	273,125		28,750		57,500		57,500		129,375		244,375		28,750		57,500		57,500		100,625
5.30% senior unsecured notes due 2029
Principal	750,000		—		—		—		750,000		750,000		—		—		—		750,000
Interest	409,535		31,910		79,500		79,500		218,625		377,625		39,750		79,500		79,500		178,875
Capital lease obligations	1,112		123		264		291		434
Operating leases ⁽²⁾	616,886		15,519		30,201		30,031		541,135
4.00% senior unsecured notes due 2030
Principal											700,000		—		—		—		700,000
Interest											290,578		24,578		56,000		56,000		154,000
Finance lease liability											989		129		277		305		278
Operating lease liabilities ⁽²⁾											712,810		14,071		27,425		27,255		644,059
Other liabilities reflected in the Company's consolidated balance sheets ⁽³⁾	542		542		—		—		—		505		505		—		—		—
Total	$	8,293,431	$	308,879	$	2,481,255	$	1,340,774	$	4,162,523	$	8,235,894	$	505,917	$	1,361,315	$	1,414,903	$	4,953,759


	Total Amounts Committed		2019		2020 - 2021	2022 - 2023	2024 and After	Total Amounts Committed		2020		2021 - 2022	2023 - 2024	2025 and After
	(in thousands)							(in thousands)
Letters of Credit ⁽¹⁾	$	395	$	395	—	—	—
Letters of credit ⁽¹⁾								$	395	$	395	—	—	—
Total	$	395	$	395	—	—	—	$	395	$	395	—	—	—


⁽¹⁾	The available balance under the revolving credit portion of our senior unsecured credit facility is reduced by outstanding letters of credit.


	01/01/19- 12/31/19		1/01/20- 12/31/20		1/01/21- 12/31/21		1/01/22- 12/31/22		1/01/23- 12/31/23		Thereafter		Total		Fair Value at 12/31/2018		1/01/20- 12/31/20			1/01/21- 12/31/21			1/01/22- 12/31/22		1/01/23- 12/31/23			1/01/24- 12/31/24			Thereafter			Total		Fair Value at 12/31/2019
	(in thousands)																(in thousands)
Long-term debt:
Fixed rate	$	—	$	1,000,000	$	400,000	$	—	$	500,000	$	3,075,000	$	4,975,000	$	4,958,455	$	215,174		$	400,000		$	—	$	500,000		$	400,000		$	3,775,000		$	5,290,174	$	5,707,996
Average interest rate			4.88%		4.38%				5.38%		5.38%						4.88		%	4.38		%			5.38		%	3.35		%	5.13		%

Variable rate	$	—	$	—	$	525,000	$	—	$	402,000	$	—	$	927,000	$	909,308	$	—		$	449,000		$	—	$	46,000		$	—		$	—		$	495,000	$	493,533
Average interest rate ⁽¹⁾					4.29%				4.14%											3.46		%			3.38		%


	December 31, 2018			December 31, 2017			December 31, 2019			December 31, 2018

Assets
Real estate investments, net	$	7,331,460		$	3,662,045		$	7,100,555		$	7,331,460
Land rights, net	673,207			640,148
Property and equipment, used in operations, net	100,884			108,293			94,080			100,884
Mortgage loans receivable	303,684			—
Investment in direct financing lease, net	—			2,637,639
Real estate loans							303,684			303,684
Right-of-use assets and land rights, net							838,734			673,207
Cash and cash equivalents	25,783			29,054			26,823			25,783
Prepaid expenses	30,967			8,452			4,228			30,967
Goodwill	16,067			75,521			16,067			16,067
Other intangible assets	9,577			9,577			9,577			9,577
Loan receivable	13,000			13,000			—			13,000
Deferred tax assets	5,178			4,478			6,056			5,178
Other assets	67,486			58,675			34,494			67,486
Total assets	$	8,577,293		$	7,246,882		$	8,434,298		$	8,577,293

Liabilities
Accounts payable	$	2,511		$	715		$	1,006		$	2,511
Accrued expenses	30,297			7,913			6,239			30,297
Accrued interest	45,261			33,241			60,695			45,261
Accrued salaries and wages	17,010			10,809			13,821			17,010
Gaming, property, and other taxes	42,879			35,399			944			42,879
Lease liabilities							183,971			—
Long-term debt, net of unamortized debt issuance costs, bond premiums and original issuance discounts	5,853,497			4,442,880			5,737,962			5,853,497
Deferred rental revenue	293,911			232,023			328,485			293,911
Deferred tax liabilities	261			244			279			261
Other liabilities	26,059			25,411			26,651			26,059
Total liabilities	6,311,686			4,788,635			6,360,053			6,311,686

Commitments and Contingencies (Note 11)

Shareholders’ equity

Preferred stock ($.01 par value, 50,000,000 shares authorized, no shares issued or outstanding at December 31, 2018 and December 31, 2017)	—			—
Common stock ($.01 par value, 500,000,000 shares authorized, 214,211,932 and 212,717,549 shares issued and outstanding at December 31, 2018 and December 31, 2017, respectively)	2,142			2,127
Preferred stock ($.01 par value, 50,000,000 shares authorized, no shares issued or outstanding at December 31, 2019 and December 31, 2018)							—			—
Common stock ($.01 par value, 500,000,000 shares authorized, 214,694,165 and 214,211,932 shares issued and outstanding at December 31, 2019 and December 31, 2018, respectively)							2,147			2,142
Additional paid-in capital	3,952,503			3,933,829			3,959,383			3,952,503
Accumulated deficit	(1,689,038		)	(1,477,709		)	(1,887,285		)	(1,689,038		)
Total shareholders’ equity	2,265,607			2,458,247			2,074,245			2,265,607
Total liabilities and shareholders’ equity	$	8,577,293		$	7,246,882		$	8,434,298		$	8,577,293


	Common Stock			Additional Paid-In Capital				Accumulated Deficit				Total Shareholders’ Equity (Deficit)			Common Stock					Additional Paid-In Capital			Accumulated Deficit			Total Shareholders’ Equity
	Shares	Amount					Shares					Total Shareholders’ Equity (Deficit)			Amount					Additional Paid-In Capital			Accumulated Deficit			Total Shareholders’ Equity
Balance, December 31, 2015	115,594,321	$	1,156	Additional Paid-In Capital		$	935,220	Accumulated Deficit			$	(1,189,890	)		$	(253,514	)
Issuance of common stock	86,074,167	861		2,693,939				—				2,694,800
Stock option activity	5,870,282	59		115,416				—				115,475
Restricted stock activity	138,057	1		16,154				—				16,155
Dividends paid ($2.32 per common share)	—	—		—				(428,352		)		(428,352		)
Net income	—	—		—				289,305				289,305
Balance, December 31, 2016	207,676,827	2,077		3,760,729				(1,328,937		)		2,433,869			207,676,827			$	2,077	$	3,760,729		$	(1,328,937	)	$	2,433,869
Issuance of common stock	3,864,872	38		139,376				—				139,414			3,864,872			38		139,376			—			139,414
Stock option activity	1,013,984	10		20,993				—				21,003			1,013,984			10		20,993			—			21,003
Restricted stock activity	161,866	2		12,731				—				12,733			161,866			2		12,731			—			12,733
Dividends paid ($2.50 per common share)	—	—		—				(529,370		)		(529,370		)	—			—		—			(529,370		)	(529,370		)
Net income	—	—		—				380,598				380,598			—			—		—			380,598			380,598
Balance, December 31, 2017	212,717,549	2,127		3,933,829				(1,477,709		)		2,458,247			212,717,549			2,127		3,933,829			(1,477,709		)	2,458,247
Stock option activity	1,007,750	10		19,805				—				19,815			1,007,750			10		19,805			—			19,815
Restricted stock activity	486,633	5		(1,131		)		—				(1,126		)	486,633			5		(1,131		)	—			(1,126		)
Dividends paid ($2.57 per common share)	—	—		—				(550,435		)		(550,435		)	—			—		—			(550,435		)	(550,435		)
Adoption of new revenue standard	—	—		—				(410		)		(410		)	—			—		—			(410		)	(410		)
Net income	—	—		—				339,516				339,516			—			—		—			339,516			339,516
Balance, December 31, 2018	214,211,932	$	2,142	$	3,952,503			$	(1,689,038	)		$	2,265,607		214,211,932			2,142		3,952,503			(1,689,038		)	2,265,607
ATM Program offering costs, net of issuance of common stock															1,500			—		(255		)	—			(255		)
Stock option activity															26,799			—		592			—			592
Restricted stock activity															453,934			5		6,543			—			6,548
Dividends paid ($2.74 per common share)															—			—		—			(589,128		)	(589,128		)
Net income															—			—		—			390,881			390,881
Balance, December 31, 2019															214,694,165			$	2,147	$	3,959,383		$	(1,887,285	)	$	2,074,245



Land improvements		15 years
Building and improvements		5 to 31 years
Furniture, fixtures, and equipment		3 to 31 years



Real estate investments, net	$	948,217
Land rights, net	44,331
Total purchase price	$	992,548



Consideration
Cash	$	2,955,090
GLPI common stock	1,823,991
Fair value of total consideration transferred	$	4,779,081



Real estate investments, net	$	1,422,547
Land rights, net	596,920
Investment in direct financing lease, net	2,759,244
Prepaid expenses	111
Other assets	259
Total purchase price	$	4,779,081