What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2022-02-24 compared with 2021-02-19 · 477 added, 359 removed, 1013 unchanged (45% of the section changed)

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We have audited the accompanying consolidated balance sheets of Gaming and Leisure Properties, Inc.

and Subsidiaries (the "Company") as of December 31, 2020 and 2019, the related consolidated statements of income, changes in shareholders’ equity (deficit), and cash flows, for each of the three years in the period ended December 31, 2020, and the related notes and the schedules listed in the Index at Item 15 (collectively referred to as the "financial statements").

and subsidiaries (the "Company") as of December 31, 2021 and 2020, the related consolidated statements of income, changes in equity, and cash flows, for each of the three years in the period ended December 31, 2021, and the related notes and the schedules listed in the Index at Item 15 (collectively referred to as the "financial statements").

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2021 and 2020, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2021, in conformity with accounting principles generally accepted in the United States of America.

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We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current-period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Lease Classification - Lease Term - See Note 14 to the financial statements

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How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to the judgments surrounding the determination of lease term for any new or reassessed lease included the following, among others:

Our audit procedures related to the judgments surrounding the determination of lease term for any new or modified lease included the following, among others:

• We tested the effectiveness of the controls over management’s assessment of the likelihood a tenant would exercise all renewal options.

• We evaluated the significant judgments management made to determine the expected lease term by:

◦ Evaluating the significance of the leased assets to the tenant’s operations by examining available information including tenant’s financial statements.

• We evaluated the significant judgments made by management to determine the expected lease term by:

◦ Evaluating the significance of the leased assets to the tenant’s operations by examining available information including tenant’s financial statements if available.

◦ Evaluating the Company’s historical pattern of tenant lease modifications by examining both confirming and contradictory evidence.

◦ Obtaining lease agreements to examine material lease provisions considered by management in their analysis.

Current Expected Credit Loss (“Expected Loss”) – Refer to Notes 2 and 8 to the financial statements

Critical Audit Matter Description

The Company follows ASC 326 “Credit Losses” (“ASC 326”), which requires that the Company measures and record current expected credit losses (“CECL”), the scope of which includes Investments in leases - financing receivables.

The Company elected to use an econometric default and loss rate model to estimate the CECL allowance.

This model requires the Company to calculate and input lease and property specific credit and performance metrics which in conjunction with forward looking economic forecasts, project estimated credit losses over the life of the lease.

A CECL allowance is recorded based on the expected loss rate multiplied by the outstanding investment in lease balance.

Expected losses within the Company’s cash flows are determined by estimating the probability of default (“PD”) and loss given default (“LGD”) of the Company’s Investment in lease, financing receivable.

The PD and LGD are estimated during the initial term of the lease.

The PD and LGD estimates for the lease term were developed using current financial condition forecasts.

The PD and LGD predictive model uses the average historical default rates and historical loss rates, respectively, dating back to 1998 that have similar credit profiles or characteristics to the real estate underlying the Company's financing receivable.

The Company will monitor the credit risk related to its financing receivable by obtaining the rent coverage ratios on a periodic basis.

The Company also monitors legislative changes to assess whether it would have an impact on the underlying performance of its tenant.

The determination of the Company’s CECL allowance, including the forward looking economic forecasts, represents a critical audit matter due to the level of subjectivity and judgement involved.

Auditing management’s allowance for credit losses requires a high degree of auditor judgment and increased extent of effort including the need to involve our credit specialist.

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to the allowance for credit losses for the Company’s investments in financing leases included the following, among others:

• We tested the effectiveness of controls implemented by the Company related to the estimation of the allowance for credit losses, including the judgements involved in the determination of the macroeconomic factors applied to expected loss rate.

• We tested the inputs used in the calculation to determine the PD and LGD of the tenant by agreeing lease and property specific credit and performance metrics to independent data.

• With the assistance of our credit specialist, we evaluated the reasonableness of the methodology, appropriateness of the model and significant assumptions used by management to estimate the PD and LGD.

• We evaluated management’s expected loss rate by performing a peer benchmarking analysis.

/s/ Deloitte & Touche

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Real estate investments, net $ 7,777,551 $ 7,287,158

Investment in leases, financing receivables, net 1,201,670 —

Property and equipment, used in operations, net 12,977 80,618

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Real estate of Tropicana Las Vegas, net — 304,831

Real estate loans — 303,684

Right-of-use assets and land rights, net 851,819 769,197

Cash and cash equivalents 724,595 486,451

Prepaid expenses 2,098 4,228

Goodwill — 16,067

Other intangible assets — 9,577

Deferred tax assets, net 5,690 6,056

Other assets 44,109 44,665

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Accounts payable $ 779 $ 375

Accrued expenses 398 6,239

Dividend payable and accrued expenses 62,764 398

Accrued interest 71,810 72,285

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Gaming, property, and other taxes 502 146

Lease liabilities

152,203 183,971

Income taxes payable 5,166 —

Operating lease liabilities 183,945 152,203

Financing lease liabilities 53,309 —

Long-term debt, net of unamortized debt issuance costs, bond premiums and original issuance discounts

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Commitments and Contingencies (Note 13)

Shareholders’ equity

Preferred stock ($ .01 par value, 50,000,000 shares authorized, no shares issued or outstanding at December 31, 2021 and December 31, 2020)

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Accumulated deficit ( 1,771,402 ) ( 1,612,096 )

Total shareholders’ equity 2,675,018 2,074,245

Total liabilities and shareholders’ equity $ 9,034,368 $ 8,434,298

Total equity attributable to Gaming and Leisure Properties 3,185,013 2,675,018

Noncontrolling interests in GLPI's Operating Partnership ( 4,348,774 units and no units outstanding at December 31, 2021 and December 31, 2020, respectively

Total equity 3,390,140 2,675,018

Total liabilities and equity $ 10,690,449 $ 9,034,368

See accompanying Notes to the Consolidated Financial Statements.

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Rental income $ 1,106,658 $ 1,031,036 $ 996,166

Income from direct financing lease — — 81,119

Interest income from real estate loans — 19,130 28,916

Real estate taxes paid by tenants — — 87,466

Total income from real estate 1,106,658 1,050,166 1,025,082

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Gaming, food, beverage and other 53,039 56,698 74,700

Real estate taxes — — 88,757

Land rights and ground lease expense 37,390 29,041 42,438

General and administrative 61,245 68,572 65,385

(Gains) losses from dispositions of properties ( 41,393 ) 92 309

(Gains) losses from dispositions ( 21,751 ) ( 41,393 ) 92

Depreciation 236,434 230,973 240,435

Loan impairment charges — 13,000 —

Goodwill impairment charges — — 59,454

Provision for credit losses, net 8,226 — 13,000

Total operating expenses 374,583 343,891 436,050

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Interest income 197 569 756

Insurance proceeds 3,500 — —

Losses on debt extinguishment — ( 18,113 ) ( 21,014 )

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Net income $ 534,086 $ 505,711 $ 390,881

Net income attributable to noncontrolling interest in the Operating Partnership ( 39 ) — —

Net income attributable to common shareholders $ 534,047 $ 505,711 $ 390,881

Earnings per common share:

Basic earnings per common share $ 2.31 $ 1.82 $ 1.59

Diluted earnings per common share $ 2.30 $ 1.81 $ 1.58

Basic earnings attributable to common shareholders $ 2.27 $ 2.31 $ 1.82

Diluted earnings attributable to common shareholders $ 2.26 $ 2.30 $ 1.81

See accompanying Notes to the Consolidated Financial Statements.

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and Subsidiaries

Consolidated Statements of Changes in Shareholders’ Equity

Consolidated Statements of Changes in Equity

(in thousands, except share data)

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Capital Accumulated

Deficit Total

Shareholders’

Deficit Noncontrolling Interest Operating Partnership Total

Shares Amount

Balance, December 31, 2018 214,211,932 $ 2,142 $ 3,952,503 $ ( 1,689,038 ) — $ 2,265,607

Issuance of common stock, net of costs 1,500 — ( 255 ) — — $ ( 255 )

Stock option activity 26,799 — 592 — — 592

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— — — ( 589,128 ) — ( 589,128 )

Adoption of new revenue standard — — — ( 410 ) ( 410 )

Net income — — — 390,881 — 390,881

Balance, December 31, 2019 214,694,165 2,147 3,959,383 ( 1,887,285 ) — 2,074,245

ATM Program offering costs, net of issuance of common stock

1,500 — ( 255 ) — ( 255 )

Stock option activity 26,799 — 592 — 592

Issuance of common stock, net of costs 9,207,971 92 320,781 — — 320,873

Restricted stock activity 528,285 5 4,706 — — 4,711

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Restricted stock activity 360,008 3 6,960 — — 6,963

Dividends paid ($ 2.50 per common share)

Dividends paid and accrued ($ 2.90 per common share)

— — — ( 693,353 ) — ( 693,353 )

Issuance of operating partnership units — — — — 205,088 205,088

Net income — — — 534,047 39 534,086

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Amortization of debt issuance costs, bond premiums and discounts 9,929 10,503 11,455

(Gains) losses on dispositions of property ( 41,393 ) 92 309

(Gains) losses on dispositions ( 21,751 ) ( 41,393 ) 92

Deferred income taxes 5,326 451 ( 755 )

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Losses on debt extinguishment — 18,113 21,014

Loan and goodwill impairment charges — 13,000 59,454

Provision for credit losses, net 8,226 — 13,000

(Increase) decrease,

Prepaid expenses and other assets ( 6,628 ) ( 6,070 ) ( 673 )

Other assets 1,903 ( 6,628 ) ( 6,070 )

(Decrease), increase

Accounts payable and accrued expenses ( 1,252 ) ( 1,775 ) 1,670

Dividend payable, accounts payable and accrued expenses ( 2,297 ) ( 1,252 ) ( 1,775 )

Accrued interest ( 475 ) 11,590 15,434

Accrued salaries and wages ( 1,115 ) ( 5,908 ) ( 3,189 )

Gaming, property and other taxes and other liabilities 6,815 472 ( 587 )

Gaming, property and other taxes, other liabilities and income taxes 5,059 6,815 472

Net cash provided by operating activities 803,778 428,077 750,302

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Proceeds from sale of property and equipment 2,087 15 200

Proceeds from sale of operations, net of transaction costs 58,993 — —

Loan loss recovery 4,000 — —

Acquisition of real estate assets ( 487,475 ) ( 5,898 ) —

Originations of real estate loans — — ( 303,684 )

Collections of principal payments on investment in direct financing lease — — 38,459

Investment in leases - financing receivable ( 592,243 ) — —

Net cash used in investing activities ( 1,030,834 ) ( 9,487 ) ( 2,817 )

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Financing costs ( 7,118 ) ( 11,641 ) ( 10,029 )

Repayments of long-term debt ( 2,060,884 ) ( 1,477,949 ) ( 1,164,117 )

Premium and related costs paid on tender of senior unsecured notes ( 15,747 ) ( 18,879 ) ( 1,884 )

Repayments of long-term debt and related costs ( 363,391 ) ( 2,076,631 ) ( 1,496,828 )

Net cash provided by (used in) financing activities 443,069 63,169 ( 746,445 )

Net increase (decrease) in cash and cash equivalents, including cash classified within assets held for sale 481,759 1,040 ( 3,271 )

Less decrease in cash classified within assets held for sale ( 22,131 ) — —

Net increase/decrease in cash and cash equivalents 459,628 1,040 ( 3,271 )

Net increase in cash and cash equivalents, including cash classified within assets held for sale 216,013 481,759 1,040

Decrease (increase) in cash classified within assets held for sale 22,131 ( 22,131 ) —

Net increase in cash and cash equivalents 238,144 459,628 1,040

Cash and cash equivalents at beginning of period 486,451 26,823 25,783

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GLPI (together with its subsidiaries, the "Company") was incorporated on February 13, 2013, as a wholly-owned subsidiary of Penn National Gaming, Inc.

PENN) ("Penn").

On November 1, 2013, Penn contributed to GLPI, through a series of internal corporate restructurings, substantially all of the assets and liabilities associated with Penn’s real property interests and real estate development business, as well as the assets and liabilities of Hollywood Casino Baton Rouge and Hollywood Casino Perryville (which are referred to as the "TRS Properties") and then spun-off GLPI to holders of Penn's common and preferred stock in a tax-free distribution (the "Spin-Off").

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(d/b/a Hollywood Casino Perryville) as a "taxable REIT subsidiary" ("TRS") effective on the first day of the first taxable year of GLPI as a REIT.

In addition, during 2020, the Company and Tropicana LV, LLC, a wholly owned subsidiary of the Company which holds the real estate of Tropicana Las Vegas, elected to treat Tropicana LV, LLC as a TRS, which together with the TRS Properties and GLP Holdings, Inc.

In addition, during 2020, the Company and Tropicana LV, LLC, a wholly owned subsidiary of the Company which holds the real estate of Tropicana Las Vegas Casino Hotel Resort ("Tropicana Las Vegas"), elected to treat Tropicana LV, LLC as a TRS, which together with the TRS Properties and GLP Holdings, Inc.

is the Company's TRS segment (the "TRS Segment").

Finally in advance of our UPREIT transaction (as defined below), the Company elected GLP Financing II, Inc.

to be treated as a TRS effective December 23, 2021.

In connection with the Spin-Off, Penn allocated its accumulated earnings and profits (as determined for U.S.

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federal income tax purposes, 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.

On July 1, 2021, the Company sold the operations of Hollywood Casino Perryville to Penn and is leasing the real estate to Penn pursuant to a standalone lease.

On December 17, 2021, the Company sold the operations of Hollywood Casino Baton Rouge to Casino Queen and is leasing the real estate to Casino Queen pursuant to the Casino Queen Master Lease as described below.

On December 17, 2021, GLPI declared a special dividend to the Company's shareholders to distribute the accumulated earnings and profits attributable to these sales.

See Note 6 for additional information.

GLPI’s primary business consists of acquiring, financing, and owning real estate property to be leased to gaming operators in triple-net lease arrangements.

As of December 31, 2020, GLPI’s portfolio consisted of interests in 48 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 7 gaming and related facilities operated by Caesars, the real property associated with 4 gaming and related facilities operated by Boyd and the real property associated with the Casino Queen Holding Company Inc.

("Casino Queen") in East St.

Louis, Illinois.

As of December 31, 2021, GLPI’s portfolio consisted of interests in 51 gaming and related facilities, including approximately 35 acres of real estate at Tropicana Las Vegas, the real property associated with 34 gaming and related facilities operated by Penn, the real property associated with 7 gaming and related facilities operated by Caesars Entertainment Corporation (NASDAQ:

CZR) ("Caesars"), the real property associated with 4 gaming and related facilities operated by Boyd Gaming Corporation (NYSE:

BYD) ("Boyd"), the real property associated with 2 gaming and related facilities operated by Bally's Corporation (NYSE:

BALY) ("Bally's) the real property associated with gaming and related facilities at Live!

Casino & Hotel Maryland operated by The Cordish Companies ("Cordish") and the real property associated with 2 gaming and related facilities operated by Casino Queen Holding Company ("Casino Queen").

These facilities, including our corporate headquarters building, are geographically diversified across 17 states and contain approximately 27.6 million square feet.

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GLPI expects to continue growing its portfolio by pursuing opportunities to acquire additional gaming facilities to lease to gaming operators under prudent terms.

Penn Master Lease and Casino Queen Lease

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 those assets to Penn for use by its subsidiaries, under a unitary master lease, a triple-net operating lease the term of which expires October 31, 2033, with no purchase option, followed by three remaining 5-year renewal options (exercisable by the tenant) on the same terms and conditions (the "Penn Master Lease"), and GLPI also owns and operates the TRS Segment.

GLPI leases the Casino Queen property in East St.

Louis back to its operators on a triple-net basis on terms similar to those in the Penn Master Lease (the "Casino Queen Lease").

Penn Master Lease

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 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, the term of which expires October 31, 2033, with no purchase option, followed by three remaining 5-year renewal options (exercisable by the tenant) on the same terms and conditions.

Amended Pinnacle Master Lease, Boyd Master Lease and Belterra Park Lease

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("Pinnacle") for approximately $ 4.8 billion.

GLPI originally leased these assets back to Pinnacle, under a unitary triple-net lease the term of which expires on April 30, 2031, with no purchase option, followed by four remaining 5-year renewal options (exercisable by the tenant) 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 Gaming Corporation ("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").

GLPI originally leased these assets back to Pinnacle, under a unitary triple-net lease, the term of which expires April 30, 2031, with no purchase option, followed by four remaining 5-year renewal options (exercisable by the tenant) 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 (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 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 the tenant) on the same terms and conditions.

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 the tenant) 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.

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The annual rent is comprised of a fixed component, part of which is subject to an annual escalator of up to 2 % 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 Belterra Park during the preceding two years in excess of a contractual baseline.

The Meadows Lease

The real estate assets of the Meadows are leased to Penn pursuant to the Meadows Lease.

Meadows Lease

The real estate assets of the Meadows Racetrack and Casino are leased to Penn pursuant to a single property triple-net lease (the "Meadows Lease").

The Meadows Lease commenced on September 9, 2016 and 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 the tenant) on the same terms and conditions.

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 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 million, at which point the escalator will be reduced to 2 % annually thereafter.

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 a maximum of 2 % annually thereafter.

Amended and Restated Caesars Master Lease

On October 1, 2018, the Company closed its previously announced transaction to acquire certain real property assets from Tropicana Entertainment Inc.

("Tropicana") and certain of its affiliates pursuant to a Purchase and Sale Agreement (the "Real Estate Purchase Agreement") dated April 15, 2018 between Tropicana and GLP Capital L.P.

("Tropicana") and certain of its affiliates pursuant to a Purchase and Sale Agreement dated April 15, 2018 between Tropicana and GLP Capital L.P.

("GLP Capital"), the operating partnership of GLPI, which was subsequently amended on October 1, 2018 (as amended, the "Amended Real Estate Purchase Agreement").

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Concurrent with the Tropicana Acquisition, Eldorado Resorts, Inc.

(now doing business as Caesars Entertainment Corporation (NASDAQ:

CZR) ("Caesars")) 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, Caesars and a wholly-owned subsidiary of Caesars and leased the GLP Assets from the Company pursuant to the terms of a new unitary triple-net master lease with an initial term of 15 years, with no purchase option, followed by four successive 5-year renewal periods (exercisable by the tenant) on the same terms and conditions (the "Caesars Master Lease").

On June 15, 2020, the Company amended and restated the Caesars Master Lease (as amended, the "Amended and Restated Caesars Master Lease") to, (i) extend the initial term of 15 years to 20 years, with renewals of up to an additional 20 years at the option of Caesars, (ii) remove the variable rent component in its entirety commencing with the third lease year, (iii) in the third lease year increase annual land base rent to approximately $23.6 million and annual building base rent to approximately $62.1 million, (iv) provide fixed escalation percentages that delay the escalation of building base rent until the commencement of the fifth lease year with building base rent increasing annually by 1.25% in the fifth and sixth lease year, 1.75% in the seventh and eighth lease years and 2% in the ninth lease year and each lease year thereafter, (v) subject to the satisfaction of certain conditions, permit Caesars to elect to replace the Tropicana Evansville and/or Tropicana Greenville properties under the Amended and Restated Caesars Master Lease with one or more of Caesars Gaming Scioto Downs, The Row in Reno, Isle Casino Racing Pompano Park, Isle Casino Hotel – Black Hawk, Lady Luck Casino – Black Hawk, Isle Casino Waterloo ("Waterloo"), Isle Casino Bettendorf ("Bettendorf") or Isle of Capri Casino Boonville, provided that the aggregate value of such new property, individually or collectively, is at least equal to the value of Tropicana Evansville or Tropicana Greenville, as applicable (vi) permit Caesars to elect to sell its interest in Belle of Baton Rouge and sever it from the Amended and Restated Caesars Master Lease (with no change to the rent obligation to the Company), subject to the satisfaction of certain conditions, and (vii) provide certain relief under the operating, capital expenditure and financial covenants thereunder in the event of facility closures due to pandemics, governmental restrictions and certain other instances of unavoidable delay.

The effectiveness of the Amended and Restated Caesars Master Lease was subject to the review of certain gaming regulatory agencies and the expiration of applicable gaming regulatory advance notice periods which were received on July 23, 2020.

On December 18, 2020, the Company and Caesars completed an Exchange Agreement with subsidiaries of Caesars in which Caesars transferred

to the Company the real estate assets of Waterloo and Bettendorf in exchange for the transfer by the Company to Caesars of the real property assets of Tropicana Evansville, plus a cash payment of $5.7 million.

This resulted in a non-cash gain of $41.4 million which represented the difference between the fair value of the properties received compared to the carrying value of Tropicana Evansville and the cash payment made.

(now doing business as Caesars) 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, Caesars and a wholly-owned subsidiary of Caesars and leased the GLP Assets from the Company pursuant to the terms of a new unitary triple-net master lease with an initial term of 15 years, with no purchase option, followed by four successive 5-year renewal periods (exercisable by the tenant) on the same terms and conditions (the "Caesars Master Lease").

satisfaction of certain conditions, permit Caesars to elect to replace the Tropicana Evansville and/or Tropicana Greenville properties under the Amended and Restated Caesars Master Lease with one or more of Caesars Gaming Scioto Downs, The Row in Reno, Isle Casino Racing Pompano Park, Isle Casino Hotel – Black Hawk, Lady Luck Casino – Black Hawk, Isle Casino Waterloo ("Waterloo"), Isle Casino Bettendorf ("Bettendorf") or Isle of Capri Casino Boonville, provided that the aggregate value of such new property, individually or collectively, is at least equal to the value of Tropicana Evansville or Tropicana Greenville, as applicable, (vi) permit Caesars to elect to sell its interest in Belle of Baton Rouge and sever it from the Amended and Restated Caesars Master Lease (with no change to the rent obligation to the Company), subject to the satisfaction of certain conditions, and (vii) provide certain relief under the operating, capital expenditure and financial covenants thereunder in the event of facility closures due to pandemics, governmental restrictions and certain other instances of unavoidable delay.

The effectiveness of the Amended and Restated Caesars Master Lease was subject to the review and approval of certain gaming regulatory agencies and the expiration of applicable gaming regulatory advance notice periods which conditions were satisfied on July 23, 2020.

On December 18, 2020, the Company and Caesars completed an Exchange Agreement (the "Exchange Agreement") with subsidiaries of Caesars in which Caesars transferred to the Company the real estate assets of Waterloo and Bettendorf in exchange for the transfer by the Company to Caesars of the real property assets of Tropicana Evansville, plus a cash payment of $ 5.7 million.

This resulted in a non-cash gain of $ 41.4 million in the fourth quarter of 2020, which represented the difference between the fair value of the properties received compared to the carrying value of Tropicana Evansville and the cash payment made.

In connection with the Exchange Agreement, the annual building base rent was increased to $ 62.5 million and the annual land component was increased to $ 23.7 million.

Lumière Place Lease

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On June 24, 2020, the Company received approval from the Missouri Gaming Commission to own the Lumière Place property in satisfaction of the CZR loan.

On September 29, 2020, the transaction closed and we entered into a new triple net lease with Caesars (the "Lumière Place Lease") the initial term of which expires on October 31, 2033, with 4 separate renewal options of five years each, exercisable at the tenants' option.

The Lumière Place Lease's rent is subject to an annual escalator of up to 2% if certain rent coverage ratio thresholds are met.

On September 29, 2020, the transaction closed and we entered into a new triple net lease with Caesars (the "Lumière Place Lease") the initial term of which expires on October 31, 2033 with four separate renewal options of five years each, exercisable at the tenant's option.

The Lumière Place Lease rent terms were adjusted on December 1, 2021 such that the annual escalator is now fixed at 1.25 % for the second through fifth lease years, increasing to 1.75 % for the sixth and seventh lease years and thereafter increasing by 2.0 % for the remainder of the lease.

Bally's Master Lease

On June 3, 2021, the Company completed its previously announced transaction pursuant to which a subsidiary of Bally's acquired 100% of the equity interests in the Caesars subsidiary that currently operates Tropicana Evansville and the Company reacquired the real property assets of Tropicana Evansville from Caesars for a cash purchase price of approximately $ 340.0 million.

In addition, the Company purchased the real estate assets of Dover Downs Hotel & Casino from Bally's for a cash purchase price of approximately $ 144.0 million.

The real estate assets of these two facilities were added to a new triple net master lease (the "Bally's Master Lease") which has an initial term of 15 years, with no purchase option, followed by four five -year renewal options (exercisable by the tenant) on the same terms and conditions.

Tropicana Las Vegas

On April 16, 2020, the Company and certain of its subsidiaries acquired the real property associated with the Tropicana Las Vegas Casino Hotel Resort ("Tropicana Las Vegas") from Penn in exchange for $307.5 million of rent credits to be applied against future rent obligations.

This asset has been placed in our TRS Segment.

See Note 7 for further details related to this transaction.

On April 16, 2020, the Company and certain of its subsidiaries closed on its previously announced transaction to acquire the real property associated with the Tropicana Las Vegas from Penn in exchange for rent credits of $ 307.5 million, which were applied against future rent obligations due under the parties' existing leases during 2020.

An affiliate of Penn continues to operate the casino and hotel business of the Tropicana Las Vegas pursuant to a triple net lease with GLPI for nominal rent for the earlier of two years (subject to three one-year extensions at the Company's option) or until the Tropicana Las Vegas is sold.

See Note 6 for the anticipated sale of the building and sale-lease back of the land for this asset.

Morgantown Lease

On October 1, 2020, the Company and Penn closed on their previously announced transaction whereby GLPI acquired the land under Penn's gaming facility under construction in Morgantown, Pennsylvania in exchange for $30.0 million in rent credits which were fully utilized by Penn in the fourth quarter of 2020.

The Company is leasing the land back to an affiliate of Penn for an initial annual rent of $3.0 million, provided, however, that (i) on the opening date and on each anniversary thereafter the rent shall be increased by 1.5% annually (on a prorated basis for the remainder of the lease year in which the gaming facility opens) for each of the following three lease years and (ii) commencing on the fourth anniversary of the opening date and for each anniversary thereafter, (a) if the Consumer Price Index ("the CPI") increase is at least 0.5% for any lease year, the rent for such lease year shall increase by 1.25% of rent as of the immediately preceding lease year, and (b) if the CPI increase is less than 0.5% for such lease year, then the rent shall not increase for such lease year subject to escalation provisions following the opening of the property (the "Morgantown Lease").

In the first quarter of 2020, it became clear that there was a global outbreak of a new strain of novel coronavirus COVID-19 ("COVID-19").

On October 1, 2020, the Company and Penn closed on their previously announced transaction whereby GLPI acquired the land under Penn's gaming facility under construction in Morgantown, Pennsylvania in exchange for $ 30.0 million in rent credits that were fully utilized by Penn in the fourth quarter of 2020.

The Company is leasing the land back to an affiliate of Penn for an initial term of 20 years, followed by six 5-year renewal options exercisable by the tenant (the "Morgantown Lease").

Casino Queen Master Lease

On November 25, 2020, the Company entered into a definitive agreement to sell the operations of our Hollywood Casino Baton Rouge to Casino Queen for $ 28.2 million (the "HCBR transaction").

The HCBR transaction closed on December 17, 2021 which resulted in a pre-tax gain of $ 6.8 million ( loss of $7.7 million after tax) for the year ended December 31, 2021.

The Company retained ownership of all real estate assets at Hollywood Casino Baton Rouge and simultaneously entered into a triple net master lease with Casino Queen, which includes the Casino Queen property in East St.

Louis that is currently leased by the Company to Casino Queen and the Hollywood Casino Baton Rouge facility ("Casino Queen Master Lease").

The initial annual cash rent is approximately $ 21.4 million and the lease has an initial term of 15 years with four 5 year renewal options exercisable by the tenant.

This rental amount will be increased annually by 0.5% for the first six years.

Beginning with the seventh lease year through the remainder of the lease term, if the Consumer Price Index ("CPI") increases by at least 0.25% for any lease year then annual rent shall be increased by 1.25%, and if the CPI increase is less than 0.25% then rent will remain unchanged for such lease year.

Additionally, the Company will complete the current landside development project that is in process and the rent under the Casino Queen Master Lease will be adjusted upon delivery to reflect a yield of 8.25 % on GLPI's project costs.

The Company will also have a right of first refusal with Casino Queen for other sale leaseback transactions up to $50 million over the next 2 years.

Finally, in 2021, GLPI forgave the unsecured $13.0 million, 5.5 year term loan made to CQ Holding Company, Inc., an affiliate of Casino Queen, which has been previously impaired in return for a one-time cash payment of $4 million which was recorded in provision for credit losses, net during the year ended December 31, 2021.

Perryville Lease

On December 15, 2020, the Company announced that Penn exercised its option to purchase from the Company the operations of our Hollywood Casino Perryville, located in Perryville, Maryland, for $ 31.1 million.

The transaction closed on July 1, 2021 and the real estate assets of the Hollywood Casino Perryville are being leased to Penn on a triple net basis

(the "Perryville Lease").

Maryland Live!

Lease and Pennsylvania Live!

On December 6, 2021, the Company announced that it had agreed to acquire the real property assets of Live!

Casino & Hotel Maryland, Live!

Casino & Hotel Philadelphia, and Live!

Casino Pittsburgh, including applicable long-term ground leases, from affiliates of Cordish for aggregate consideration of approximately $ 1.81 billion at deal announcement.

The transaction also includes a binding partnership on future Cordish casino developments, as well as potential financing partnerships between the Company and Cordish in other areas of Cordish's portfolio of real estate and operating businesses.

GLPI will enter into a new triple net lease master lease with Cordish for Live!

Casino & Hotel Philadelphia and Live!

Casino Pittsburgh (the "Pennsylvania Live!

Master Lease"), and GLPI entered into a single asset lease for Live!

Casino & Hotel Maryland (the "Maryland Live!

On December 29, 2021, the Company completed its acquisition of the real property assets of Live!

Casino & Hotel Maryland and entered into the Maryland Live!

Lease which has an initial lease terms of 39 years, with a maximum term of 60 years inclusive of tenant renewal options.

The annual rent for the Maryland Live!

Lease is $ 75 million and for the Pennsylvania Live!

Master Lease will be $ 50 million both of which have or will have a 1.75 % fixed yearly escalator on the entirety of rent commencing on the leases' second anniversary.

The Pennsylvania transactions are expected to close in early 2022, subject to the receipt of regulatory approvals and other customary closing conditions.

In the first quarter of 2020, there was a global outbreak of a new strain of novel coronavirus COVID-19.

The global, domestic and local response to the COVID-19 outbreak continues to evolve.

Responses to the COVID-19 outbreak have included mandates from federal, state, and/or local authorities that required temporary closures of or imposed limitations on the operations of non-essential businesses.

Responses to the COVID-19 outbreak included mandates from federal, state, and/or local authorities that required temporary closures of, or imposed limitations on, the operations of non-essential businesses.

All of the Company's tenants' casino operations, in addition to the Company's two TRS Properties, were closed in mid-March 2020.

Our properties began reopening at limited capacity in May 2020 and by early July 2020 nearly all had resumed operations at limited capacity.

However, in the fourth quarter, increased spread of COVID-19 led some jurisdictions to impose temporary closures once again.

As of the date of this filing, only one of our properties remains closed.

The consolidated financial statements include the accounts of GLPI and its subsidiaries.

All intercompany accounts and transactions have been eliminated in consolidation.

The preparation of financial statements in conformity with U.S.

Generally Accepted Accounting Principles ("GAAP") requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses for the reporting periods.

Actual results may differ from those estimates.

Certain prior period amounts have been reclassified to conform to the current period presentation, specifically gains and losses from dispositions of properties were previously classified within General and administrative expenses and are now presented separately on the Consolidated Statements of Income.

However, in the fourth quarter of 2020, increased spread of COVID-19 led some jurisdictions to impose temporary closures once again.

As of the date of this filing, none of our properties are closed and all of our tenants are current on their obligations.

Summary of Significant Accounting Policies

Basis of Presentation

The preparation of financial statements in conformity with accounting principles generally accepted in the United States ("GAAP") requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses for the reporting periods.

Actual results may differ from those estimates.

Certain prior period amounts have been reclassified to conform to the current period presentation, specifically deferred taxes and prepaid expenses have been classified in other assets on the Consolidated Balance Sheets.

Principles of Consolidation and Non-controlling interest

The consolidated financial statements include the accounts of GLPI and its subsidiaries as well as the Company's operating partnership, which is a variable interest entity ("VIE") in which the Company is the primary beneficiary.

The Company presents non-controlling interests and classifies such interests as a separate component of equity, separate from GLPI's stockholders' equity and as net income attributable to noncontrolling interest in the Consolidated Statement of Income.

See Note 18 for further discussion.

All intercompany accounts and transactions have been eliminated in consolidation.

Real Estate Investments

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The factors considered by the Company in performing these assessments include evaluating whether the tenant is current on its lease payments, the tenant’s rent coverage ratio, the financial stability of the tenant and its parent company, and any other relevant factors.

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 in accordance with GAAP.

When indicators of potential impairment suggest that the carrying value of a real estate investment may not be recoverable, the Company determines whether the undiscounted cash flows from the underlying lease exceeds the real estate investments' carrying value.

If we determine the estimated undiscounted cash flow are less than the asset's carrying value, then the Company 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.

The Company groups its real estate investments together by lease, the lowest level for which identifiable cash flows are available, in evaluating impairment.

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If these estimates or the related assumptions change in the future, the Company may be required to record an impairment loss.

Investment in Leases - Financing receivables

In accordance with ASC 842 - Leases ("ASC 842"), for transactions in which the Company enters into a contract to acquire an asset and leases it back to the seller under a sales-type lease (i.e.

a sale leaseback transaction), the Company must determine whether control of the asset has transferred to the Company.

In cases whereby control has not transferred to the Company, we do not recognize the underlying asset but instead recognize a financial asset in accordance with ASC 310 "Receivables".

The accounting for the financing receivable under ASC 310 is materially consistent with the accounting for our investments in leases - sales type under ASC 842.

The Company recognizes interest income on Investment in leases - financing receivables under the effective yield method.

Generally, we would recognize interest income to the extent the tenant is not more than 90 days delinquent on their rental obligations.

We have concluded that the Maryland Live!

Lease is required to be accounted for as an Investment in leases - financing receivable on our Consolidated Balance Sheets in accordance with ASC 310, since control of the underlying assets was not considered to have transferred to the Company under GAAP given the significant initial term of the Maryland Live!

Lease which was 39 years.

Property and Equipment Used in Operations

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Interest income related to real estate loans is recorded as interest income from real estate loans within the Company's consolidated statements of income in the period earned, whereas interest income related to other loans receivable is recorded as non-operating interest income within the Company's consolidated statements of income in the period earned.

Prior to the adoption of Accounting Standards Update ("ASU") No.

2016-13, Financial Instruments - Credit Losses (Topic 326):

Measurement of Credit Losses on Financial Instruments ("ASU 2016-13"), the Company evaluated loans for impairment when it was probable that it would not be able to collect all amounts due according to the contractual terms of the agreement.

All amounts due under the contractual terms of the agreement means that both contractual interest payments and contractual principal payments 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.

The Company's adoption of Accounting Standards Update ASU 2016-13 on January 1, 2020 (as described in Note 3) did not result in the Company recording any allowances against its real estate loans for expected losses.

The Company has no outstanding loans as of December 31, 2020.

See Note 8 for further details.

The Company had no such loans outstanding at December 31, 2021 or December 31, 2020.

Lease Assets and Lease Liabilities

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A lease is defined as the right to control the use of identified property, plant, or equipment for a period of time in exchange for consideration.

Right-of-use assets and lease liabilities are recorded on the Company's consolidated balance sheet at the lease commencement date for operating leases in which the Company acts as lessee.

Right-of-use assets and lease liabilities are recorded on the Company's Consolidated Balance Sheet at the lease commencement date for leases in which the Company acts as lessee.

Right-of-use assets represent the Company's rights to use underlying assets for the term of the lease and lease liabilities represent the Company's future obligations under the lease agreement.

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The Company accounts for the lease and nonlease components (as necessary) of its leases of all classes of underlying assets as a single lease component.

Leases with a term of 12 months or less are not recorded on the Company's consolidated balance sheet.

Leases with a term of 12 months or less are not recorded on the Company's Consolidated Balance Sheets.

Land rights, net represent the Company's rights to land subject to long-term ground leases.

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The Company considers all cash balances and highly-liquid investments with original maturities of three months or less to be cash and cash equivalents.

Prepaid Expenses and Other Assets

Prepaid expenses consist of expenditures for goods or services before the goods are used or the services are received.

These amounts are deferred and charged to operations as the benefits are realized and primarily consist of prepayments for insurance, property taxes and other contracts that will be expensed during the subsequent year.

It also includes transaction costs that will be allocated to purchase price upon the closing of an asset acquisition.

O ther Assets

Other assets primarily consists of accounts receivable and deferred compensation plan asset s (See Note 13 for further details on the deferred compensation plan).

Goodwill and 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 of the TRS Segment and are considered separate reporting units under ASC 350 - Intangibles - Goodwill and Other ("ASC 350").

Goodwill is tested at the reporting 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 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.

The Company has elected 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.

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.

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 utility 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 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;

• 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 impairment charges in future accounting periods.

The Company's estimates of cash flows are based on the current regulatory and economic climates, 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 .

The Company reclassified its goodwill and other intangible assets into Assets held for sale at December 31, 2020.

See Note 6 for additional discussion.

Other assets also include deferred taxes and prepaid expenditures for goods or services before the goods are used or the services are received.

Debt Issuance Costs and Bond Premiums and Discounts

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Assets and liabilities recorded at fair value are classified based upon the level of judgment associated with the inputs used to measure their fair value.

ASC 820 - Fair Value Measurements and Disclosures ("ASC 820") establishes a hierarchy that prioritizes fair value measurements based on the types of inputs used for the various valuation techniques (market approach, income approach, and cost approach).

ASC 820 - Fair Value Measurements and Disclosures ("ASC 820") establishes a hierarchy that prioritizes fair value measurements based on the types of inputs used for

the various valuation techniques (market approach, income approach, and cost approach).

The levels of the hierarchy related to the subjectivity of the valuation inputs are described below:

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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 in accordance with ASC 842 - Leases .

The Company accounts for our investments in leases under ASC 842.

Upon lease inception or lease modification, we assess lease classification to determine whether the lease should be classified as a sales-type, direct financing or operating lease.

As required by ASC 842, we separately assess the land and building components of the property to determine the classification of each component.

If the lease component is determined to be a sales-type lease or direct financing lease, we record a net investment in the lease, which is equal to the sum of the lease receivable and the unguaranteed residual asset, discounted at the rate implicit in the lease.

Any difference between the fair value of the asset and the net investment in the lease is considered selling profit or loss and is either recognized upon execution of the lease or deferred and recognized over the life of the lease, depending on the classification of the lease.

Since we purchase properties and simultaneously enter into new leases directly with the tenants, the net investment in the lease is generally equal to the purchase price of the asset, and, due to the long term nature of our leases, the land and building components of an investment generally have the same lease classification.

The Company recognizes the related income from our financing receivables using an effective interest rate at a constant rate over the term of the applicable leases.

As a result, the cash payments received under financing receivables will not equal the income recognized for accounting purposes.

Rather, a portion of the cash rent the Company will receive is recorded as interest income with the remainder as a change to financing receivables.

Initial direct costs incurred in connection with entering into financing receivables are included in the balance of the financing receivables.

Such amounts will be recognized as a reduction to interest income from financing receivables over the term of the lease using the effective interest rate method.

Costs that would have been incurred regardless of whether the lease was signed, such as legal fees and certain other third party fees, are expensed as incurred.

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.

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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.

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.

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Other revenues at the TRS Properties are derived from the properties' dining, retail and certain other ancillary activities and revenue for these activities is recognized as services are performed.

As of December 31, 2021, the Company no longer operates gaming assets and therefore gaming revenue will no longer be recorded.

Allowance for Credit Losses

The Company follows ASC 326 “Credit Losses” (“ASC 326”), which requires that the Company measure and record current expected credit losses (“CECL”), the scope of which includes our Investments in leases - financing receivables and real estate loans.

The Company's adoption of Accounting Standards Update ASU 2016-13 on January 1, 2020 did not result in the Company recording any allowances against its real estate loans for expected losses.

We have elected to use an econometric default and loss rate model to estimate the Allowance for credit losses, or CECL allowance.

This model requires us to calculate and input lease and property-specific credit and performance metrics which in conjunction with forward-looking economic forecasts, project estimated credit losses over the life of the lease or loan.

The Company then records a CECL allowance based on the expected loss rate multiplied by the outstanding investment in lease balance.

Expected losses within our cash flows are determined by estimating the probability of default (“PD”) and loss given default (“LGD”) of our Investment in lease, financing receivable related to our Maryland Live!

We have engaged a nationally recognized data analytics firm to assist us with estimating both the PD and LGD for this financing receivable.

The PD and LGD are estimated during the initial term of the lease.

The PD and LGD estimates for the lease term were developed using current financial condition forecasts.

The PD and LGD predictive model was developed using the average historical default rates and historical loss rates, respectively, of over 100,000 commercial real estate loans dating back to 1998 that have similar credit profiles or characteristics to the real estate underlying the Company's financing receivable.

Management will monitor the credit risk related to its financing receivable by obtaining the rent coverage on the Maryland Live!

Lease on a periodic basis.

The Company also monitors legislative changes to assess whether it would have an impact on the underlying performance of its tenant.

We are unable to use our historical data to estimate losses as the Company has no loss history to date on its lease portfolio.

Our tenants are current on all of their rental obligations as of December 31, 2021.

The CECL allowance is recorded as a reduction to our net Investments in leases - financing receivable, on our Consolidated Balance Sheets.

We are required to update our CECL allowance on a quarterly basis with the resulting change being recorded in the Consolidated Statement of Income for the relevant period.

Finally, each time the Company makes a new investment in an asset subject to ASC 326, we will be required to record an initial CECL allowance for such asset, which will result in a non-cash charge to the Consolidated Statement of Income for the relevant period.

See Note 8 for further information.

Charge-offs are deducted from the allowance in the period in which they are deemed uncollectible.

Recoveries previously written off are recorded when received.

The Company recorded a recovery of $4 million for the year ended December 31, 2021 for the settlement of a loan that had been previously written off to Casino Queen.

Stock-Based Compensation

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Finally, in advance of the UPREIT Transaction, the Company elected GLP Financing II, Inc.

to be treated as a TRS effective December 23, 2021.

The Company continues to be organized and to operate in a manner that will permit the Company to qualify as a REIT.

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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).

Basic EPS is computed by dividing net income applicable to common shareholders 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 effect of the conversion of the Operating Partnership ("OP") units to common shares is excluded from the computation on basic and diluted earnings per share because all net income attributable to the Noncontrolling interest holders are recorded as income attributable to non-controlling interests, thus is excluded from net income available to common shareholders.

See Note 17 for further details on the Company's earnings per share calculations.

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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 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 Segment.

(a consolidated subsidiary of GLPI through which GLPI owns substantially all of its real estate assets) and the TRS Segment.

The GLP Capital reportable segment consists of the leased real property and represents the majority of the Company’s business.

The TRS Segment consists of Hollywood Casino Perryville and Hollywood Casino Baton Rouge, as well as the real estate of Tropicana Las Vegas .

The TRS Segment consists of Hollywood Casino Perryville (until July 1, 2021 and subsequent to this date includes rental income from the Perryville Lease) and Hollywood Casino Baton Rouge (until December 17, 2021), as well as the real estate of Tropicana Las Vegas .

The Company anticipates completing a transaction in the near future related to Tropicana Las Vegas.

As such in 2022, the Company expects to have one reportable segment.

See Note 19 for further information with respect to the Company’s segments.

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As of December 31, 2021, substantially all of the Company's real estate properties were leased to Penn, Caesars and Boyd.

During the year ended December 31, 2020, approximately 78 %, 11 % and 10 % of the Company's collective income from real estate was derived from tenant leases and real estate loans with Penn, Caesars and Boyd, respectively.

During the year ended December 31, 2021, approximately 75%, 11% and 10% of the Company's collective income from real estate was derived from tenant leases with Penn, Caesars and Boyd, respectively.

Revenues from our tenants are reported in the Company's GLP Capital, L.P.

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Accounting Pronouncements Adopted in 2021

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's adoption of ASU 2018-15 on January 1, 2020 did not have an impact on its consolidated financial statements.

In June 2016, the FASB issued ASU No.

2016-13, Financial Instruments - Credit Losses (Topic 326):

Measurement of Credit Losses on Financial Instruments ("ASU 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.

ASU 2016-13 is effective for fiscal years beginning after December 15, 2019, with early adoption permitted for fiscal years beginning after December 15, 2018.

The impact of the adoption of this pronouncement was immaterial.

Accounting Pronouncements Not Yet Adopted

In March 2020, the FASB issued ASU No.

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Regulators and market participants in various jurisdictions have undertaken efforts, generally referred to as "reference rate reform", to eliminate certain reference rates and introduce new reference rates that are based on a larger and more liquid population of observable transactions.

As a result of this reform initiative, certain widely used rates such as LIBOR are expected to be discontinued.

The one month, three month, six month and twelve month LIBOR rates are expected to be discontinued as of June 30, 2023.

ASU 2020-04 provides optional expedients for applying the guidance for contract modifications or other situations affected by reference rate reform, specifically addressing the accounting for modifications of contracts within the scope of ASC Topic 310 on receivables, ASC 470 on debt, and ASC 842 on leases and ASC subtopic 815-15 on embedded derivatives.

Based on the limited amount of obligations and contracts the Company currently has that references LIBOR, the Company does not anticipate any material impact from this pronouncement on its Consolidated Financial Statements.

The adoption of this pronouncement had no material impact on the Company's Consolidated Financial Statements.

Real Estate Investments

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Building and improvements 6,311,573 6,030,482

Construction in progress 5,699 —

Total real estate investments 9,458,918 8,698,098

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Real estate investments, net $ 7,777,551 $ 7,287,158

The increase in real estate investments is primarily due to the Company acquiring the real estate of Belterra Park in satisfaction of the Belterra Park Loan in May 2020 and the acquisition of the real estate of Lumière Place in satisfaction of the CZR loan in September 2020 for $ 57.7 million ($ 11.7 million of which was allocated to land and land improvements and $ 46.0 million to building and improvements) and $ 246.0 million ($ 26.9 million of which was allocated to land and land improvements and $ 219.1 million to building and improvements), respectively.

Additionally, the Exchange Transaction described in Note 1 which closed in December 2020, resulted in an increase to real estate investments of $ 72.6 million (net increase to land and improvements of $ 46.4 million and building and improvements of $ 26.2 million).

Finally, the Company acquired the land underlying Penn's development project in Morgantown, Pennsylvania for $ 30.0 million.

The increase in real estate investments is primarily due to the acquisition of Dover Downs and Tropicana Evansville in a transaction with Bally's as well as the reclassification of the land associated with Tropicana Las Vegas from its own line item on the Company's Consolidated Balance Sheets as an agreement to sell the building and lease the land back to Bally's was entered into and is expected to close in the second half of 2022.

The building has been reclassified to assets held for sale.

Finally, the Company sold the operations of Hollywood Casino Perryville and Hollywood Casino Baton Rouge during 2021 and leased back the real estate to Penn and Casino Queen, respectively.

This resulted in an increase to real estate investments of $102.5 million.

See Note 6 for further details on these transactions.

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 as the real estate will be leased to third party operators subsequent to the completion of the sale transactions as discussed in Note 6.

Property and equipment used in operations, net, consists of the following.

2021 December 31,

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Property and equipment, net $ 12,977 $ 80,618

(1) The majority of the decline at December 31, 2020 compared to the prior year is related to the reclassification of certain amounts to Assets held for sale.

(1) The majority of the decline at December 31, 2021 compared to the prior year is related to the sale of the operations of Hollywood Casino Perryville and Hollywood Casino Baton Rouge.

See Note 6 for further details.

Assets Held for Sale

On November 25, 2020, the Company entered into a definitive agreement to sell the operations of our Hollywood Casino Baton Rouge to Casino Queen for $ 28.2 million.

The Company will retain ownership of all real estate assets at Hollywood Casino Baton Rouge and will simultaneously enter into a master lease with Casino Queen, which will include the Casino Queen property in East St.

Louis that is currently leased by us to Casino Queen and the Hollywood Casino Baton Rouge facility (the "Casino Queen Master Lease").

The initial annual cash rent on the retained real estate will be approximately $ 21.4 million and the Casino Queen Master Lease will have an initial term of 15 years with four 5 year renewal options exercisable by the tenant.

Additionally, the Company will complete the current land side development project that is in process and the rent under the Casino Queen Master Lease will be adjusted upon delivery to reflect a yield of 8.25 % on GLPI's project costs.

The transaction is subject to customary closing conditions and regulatory approvals and is expected to close in the second half of 2021.

On December 11, 2020, Penn agreed to purchase from the Company the operations of our Hollywood Casino Perryville, located in Perryville, Maryland, for $ 31.1 million, with the closing of such purchase, subject to regulatory approvals, expected to occur during the second half of 2021.

Upon closing, the Company will lease the real estate of the Perryville facility to Penn pursuant to a lease providing for initial annual rent on the retained real estate of $ 7.77 million, subject to escalation provisions.

The Company has classified the operating assets of the two properties above as Assets held for sale since we expect these transactions to close within 12 months and classified the respective liabilities within Other liabilities on the Consolidated Balance Sheet which is comprised of the following.

(in thousands)

As described in Note 1, the Company completed the sale of the operating assets at Hollywood Casino Perryville to Penn for $ 31.1 million and the operating assets of Hollywood Casino Baton Rouge to Casino Queen for $ 28.2 million during 2021.

The operating assets of these two properties had been classified as assets held for sale at December 31, 2020.

The Company recorded a pre-tax gain of $ 15.6 million ($ 11.3 million after-tax gain) on the sale of the operating assets of Hollywood Casino Perryville and a pre-tax gain of $ 6.8 million ($ 7.7 million after-tax loss) on the sale of the operating assets of Hollywood Casino Baton Rouge.

On April 13, 2021, Bally’s agreed to acquire both GLPI’s non-land real estate assets and Penn's outstanding equity interests in Tropicana Las Vegas Hotel and Casino, Inc.

for an aggregate cash acquisition price of $ 150 million.

GLPI will retain ownership of the land and concurrently enter into a ground lease for 50 years with initial annual rent of $ 10.5 million.

The ground lease will be supported by a Bally’s corporate guarantee and cross-defaulted with the Bally's Master Lease.

This transaction is expected to close in the second half of 2022.

At December 31, 2021, the Company classified the building value

of Tropicana Las Vegas in Assets held for sale and the land value in Real estate investments, net on the Consolidated Balance Sheet since the transaction is expected to close within 12 months of the most recent balance sheet date.

At December 31, 2020, the Company classified the real property associated with Tropicana Las Vegas as a separate caption on the Consolidated Balance Sheet.

The Company's assets and liabilities held for sale were comprised of the following at December 31, 2021 and December 31, 2020, respectively (in thousands).

Assets December 31,

2021 December 31,

Property and equipment, used in operations, net — $ 8,780

Real Estate Tropicana LV, net 77,728 —

Right-of-use assets and land rights, net — 263

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The assets held for sale reside in the Company's TRS Segment.

See Note 19 for the pre-tax income of this segment for the years ended December 31, 2020, 2019 and 2018 which is comprised solely of the properties above with the exception of $ 2.7 million of depreciation expense associated with Tropicana Las Vegas for the year ended December 31, 2020.

See Note 19 for the pre-tax income of this segment for the years ended December 31, 2021, 2020 and 2019.

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.

Pending acquisitions

On October 27, 2020, the Company entered into a series of definitive agreements pursuant to which a subsidiary of Bally's Corporation (NYSE:

BALY) (Bally's) will acquire 100% of the equity interests in the Caesars subsidiary that currently operates Tropicana Evansville and the Company will reacquire the real property assets of Tropicana Evansville from Caesars for a cash purchase price of approximately $ 340.0 million.

In addition, the Company entered into a real estate purchase agreement with Bally's pursuant to which the Company will purchase the real estate assets of the Dover Downs Hotel & Casino, located in Dover, Delaware which is currently owned and operated by Bally's, for a cash purchase price of approximately $ 144.0 million.

At the closing of the transactions, which are expected in mid-2021, subject to regulatory approvals, the Tropicana Evansville and Dover Downs Hotel and Casino facilities will be added to a new master lease between the Company and Bally's (the “Bally's Master Lease”).

The Company anticipates that the Bally's Master Lease will have an initial term of 15 years, with no purchase option, followed by four five-year renewal options (exercisable by the tenant) on the same terms and conditions.

Rent under the Bally's Master Lease will be $ 40.0 million annually and is subject to an annual escalator of up to 2 % determined in relation to the annual increase in the CPI.

The Company expects this transaction to close in mid-2021 following the completion of customary closing conditions and regulatory approvals.

On November 6, 2020, the Company issued 9.2 million common shares at $36.25 per share to partially finance the funding required for this transaction.

Current year acquisitions

As described in Note 1, the Company acquired the real property assets of Live!

Casino & Hotel Maryland, on December 29, 2021.

The purchase price allocation of these assets and liabilities based on their fair values at the acquisition date are summarized below (in thousands)

Investment in leases, financing receivables $ 1,213,896

Lease Liabilities ( 53,309 )

Total Purchase Price $ 1,160,587

The table above excludes the reserve for financing receivables of $ 12.2 million that was recorded through the Consolidated Statement of Operations for the year ended December 31, 2021.

As previously discussed in Note 1, on June 3, 2021, the Company completed its previously announced transaction with Bally's in which the real estate assets of Tropicana Evansville and Dover Downs Hotel & Casino were acquired.

The final purchase price allocation of these assets based on their fair values at the acquisition date are summarized below (in thousands).

Land and improvements $ 219,579

Building and improvements 201,430

Real estate investments, net 421,009

Right-of-use assets and land rights, net 101,813

Lease liabilities ( 35,372 )

Total purchase price $ 487,450

Pending acquisitions

As discussed in Note 1, the Company anticipates closing of the acquisition of the assets comprising the Pennsylvania Live!

Master Lease from Cordish in early 2022 subject to the receipt of regulatory approvals and other customary closing conditions.

Total consideration of approximately $ 674 million will consist of 3.0 million OP Units and cash.

Annual rent under the Pennsylvania Live!

Master Lease will be $ 50 million and will have a 1.75 % fixed yearly escalator on the entirety of rent commencing on the leases' second anniversary.

On April 13, 2021, the Company announced that it had entered into a binding term sheet with Bally's to acquire the real estate of Bally’s casino property in Black Hawk, CO and its recently acquired property in Rock Island, IL, in a transaction that is subject to regulatory approval.

Total consideration for the acquisition is $ 150.0 million and the parties expect to add the properties to the Bally's Master Lease for incremental rent of $ 12 million.

This transaction is expected to close in the second half of 2022.

In addition, Bally’s has granted GLPI a right of first refusal to fund the real property acquisition or development project costs associated with any and all potential future transactions in Michigan, Maryland, New York and Virginia through one or more sale-leaseback or similar transactions for a term of 7 years.

On April 13, 2021, Bally’s also agreed to acquire both GLPI’s non-land real estate assets and Penn's outstanding equity interests in Tropicana Las Vegas Hotel and Casino, Inc.

for an aggregate cash acquisition price of $ 150 million.

GLPI would retain ownership of the land and will concurrently enter into a ground lease for 50 years with initial annual rent of $ 10.5 million The ground lease will be supported by a Bally’s corporate guarantee and cross-defaulted with the Bally's Master Lease.

This transaction is expected to close in the second half of 2022.

Both GLPI and Bally’s have committed to a structure in which GLPI has the potential to acquire additional assets in sale-leaseback transactions to the extent Bally’s elects to utilize GLPI’s capital as a funding source for its proposed acquisition of Gamesys Group plc ("Gamesys").

The $ 500 million commitment provides Bally’s alternative financing which, in GLPI’s sole discretion, may be funded in the form of equity, additional prepaid sale-leaseback transactions or secured loans.

However, on July 26, 2021, Bally's announced that as a result of better than expected operating performance at its land-based retail casinos and interactive businesses, it does not plan to draw on this commitment to fund the Gamesys acquisition.

Prior year acquisitions

As previously discussed in Note 1, the impact of COVID-19 resulted in casino-wide closures by all of our tenants.

As a result of COVID-19, on April 16, 2020, the Company and certain of its subsidiaries acquired the real property associated with the Tropicana Las Vegas from Penn in exchange for $ 307.5 million of rent credits, which were fully utilized in 2020 for rent due under the parties' existing leases.

An affiliate of Penn will continue to operate the casino and hotel business of the Tropicana Las Vegas pursuant to a triple net lease with GLPI for nominal rent for the earlier of two years (subject to three one-year extensions at the Company's option) or until the Tropicana Las Vegas is sold.

The Company will conduct a sale process with respect to the Tropicana Las Vegas, with Penn receiving 75% of the net proceeds above $ 307.5 million (plus certain taxes, expenses and costs) if a sale agreement is signed during the first 12 months following closing and 50% of net proceeds above $ 307.5 million (plus certain taxes, expenses and costs) if a sale agreement is signed during the subsequent 12 months following closing.

Penn will not be entitled to receive any net sale proceeds if the relevant sale agreement is signed at any time after 24 months from closing.

The Company recorded an initial land and building value of $ 226.2 million and $ 81.3 million, respectively.

During the year ended December 31, 2020 depreciation expense of $ 2.7 million was recorded.

Additionally, deferred rent of $ 307.5 million was recorded at the acquisition date, which has been fully recognized for the year ended December 31, 2020.

Additionally, deferred rent of $ 307.5 million was recorded at the acquisition date, which was fully recognized for the year ended December 31, 2020.

The Tropicana Las Vegas assets are summarized below.

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Evansville, Operating Lease Liabilities 29,795

Prior Year Acquisitions

On October 15, 2018, in conjunction with the Penn-Pinnacle Merger the Company acquired the real property assets of Plainridge Park 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 which will continue to operate the property.

The initial annual cash rent of $ 25.0 million for Plainridge Park will not be subject to rent escalators 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 the Boyd Master Lease 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, Caesars 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 an initial term of 15 years, with no purchase option, followed by four successive 5-year renewal periods (exercisable by the tenant) on the same terms and conditions.

Initial annual rent under the Caesars Master Lease was $ 87.6 million and is subject to annual rent escalators and biennial percentage rent adjustments.

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

Investment in leases, financing receivables, net and other receivables

In connection with the Maryland Live!

Lease that became effective on December 29, 2021, the Company recorded an investment in leases, financing receivables, net, as the sale lease back transaction was accounted for as a failed sale leaseback.

The following is a summary of the balances of the Company's investment in leases, financing receivables.

(in thousands)

Minimum lease payments receivable $ 4,012,937

Estimated residual values of lease property (unguaranteed) 601,947

Gross investment in leases, financing receivables 4,614,884

Unearned income ( 3,400,988 )

Allowance for credit losses ( 12,226 )

Net Investment in leases, financing receivables $ 1,201,670

The net investment in the lease payment receivable and unguaranteed residual value at December 31, 2021 was $1,178.0 million and $35.9 million, respectively.

At December 31, 2021, minimum lease payments owed to us for each of the five succeeding years under the Company's financing receivables was as follows (in thousands):

Year ending December 31, Future Minimum Lease Payments

2022 $ 77,200

Thereafter 3,622,755

Total $ 4,012,937

The rollforward of the allowance for credit losses for the Company's financing receivables is illustrated below.

(in thousands)

Balance at December 31, 2020 $ —

Provision for expected credit losses 12,226

Ending balance at December 31, 2021 $ 12,226

Real Estate Loans

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Financing for the transaction was provided by the Company in the form of 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).

The Belterra Park Loan's initial interest rate was equal to 11.11 % and the loan matured in connection with the expiration of the Boyd Master Lease (as may be extended at the tenant's option to April 30, 2051).

In May 2020, the Company acquired the real estate of Belterra Park in satisfaction of the Belterra Park Loan, subject to the Belterra Park Lease.

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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.

Therefore, the Company 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.

Therefore, the Company recorded an impairment charge of $ 13.0 million through the Consolidated Statement of Income for the year ended December 31, 2019.

Casino Queen was closed in mid-March due to COVID-19 and Casino Queen was in payment default on their lease starting in April 2020.

The Company entered into a deferred rental agreement with Casino Queen and received all delinquent rental payments in the fourth quarter of 2020.

The Company entered into a deferred rental agreement with Casino Queen in 2020 to permit the tenant to defer payments in the event the property was closed due to COVID-19.

As such, the tenant deferred payments temporarily in 2020 and 2021 however all such delinquent rental payments were received in the fourth quarter of 2020.

Additionally, during the year ended December 31, 2021, the Company received a $ 4.0 million payment in full satisfaction of the Casino Queen Loan in connection with the HCBR transaction which was recorded as a provision for credit losses, net, on the Consolidated Statement of Income.

Lease Assets and Lease Liabilities

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Right-of-use assets and land rights, net $ 851,819 $ 769,197

(1) In addition, there is $0.3 million of operating lease right-of-use assets included in assets held for sale.

As described in Note 8, on December 18, 2020, the Company and Caesars completed an Exchange Agreement in which the Company transferred to Caesars the real property assets of Tropicana Evansville.

In connection with the exchange, the Company removed the land right and right of use asset related to the long-term ground lease at this property which totaled $24.8 million and $30.7 million, respectively, at the closing of the transaction along with the lease liability of $29.8 million it had recorded on its Consolidated Balance Sheet for this lease.

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 zero 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 became 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.

(1) The increase in right of use assets - operating leases relates to a ground lease acquired in connection with the Tropicana Evansville transaction which closed on June 3, 2021.

(2) In addition, there is $ 0.3 million of operating lease right-of-use assets included in assets held for sale for the year ended December 31, 2020.

The Greenville Inn property lease was not renewed by the Company's tenant, resulting in the acceleration of $ 3.4 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 zero at December 31, 2021.

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.

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Land rights, net $ 668,683 $ 617,858

The increase from December 31, 2020 relates to land rights recorded in connection with the Tropicana Evansville

acquisition which closed on June 3, 2021.

As of December 31, 2021, estimated future amortization expense related to the Company’s land rights by fiscal year is as follows (in thousands):

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Total $ 668,683

Lease Liabilities

Operating Lease Liabilities

At December 31, 2021, maturities of the Company's operating lease liabilities were as follows (in thousands):

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Present value of lease liabilities $ 183,945

(1) In addition, there is $0.3 million of lease liabilities included in other liabilities related to liabilities held for sale.

Lease Expense

Operating lease costs represent the entire amount of expense recognized for operating leases that are recorded on the Consolidated Balance Sheet.

Operating lease costs represent the entire amount of expense recognized for operating leases that are recorded on the Consolidated Balance Sheets.

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.

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Total lease cost $ 38,597 $ 29,918

(1) Variable lease costs for the year ended December 31, 2020 included a true up of the monthly rental payments paid by our tenants on certain ground leases that are based on estimated current year annual performance which were impacted by casino closures due to COVID-19.

As discussed previously, under ASC 842, the Company is required to gross up its financial statements by recording both expense and revenue (recorded within rental income on the Consolidated Statements of Income) for these payments since the Company is considered the primary obligor.

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 as well as a small portion of operating lease costs are 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 for the year ended December 31, 2018.

Other lease costs totaled $ 18.9 million for the year ended December 31, 2018.

Supplemental Disclosures Related to Leases

Supplemental Disclosures Related to Operating Leases

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

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Weighted average discount rate - operating leases 6.6 %

In addition, the weighted average remaining lease term and the weighted average discount rate for those operating leases included in assets held for sale and other liabilities is 1.79 years and 4.0%, respectively.

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

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Operating leases (2)

$ 35,372 $ 95

(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.

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(2) In addition, there is $ 0.2 million and $ 0.3 million related to assets held for sale and other liabilities for operating cash flows from cash paid for amounts included in the measurement of lease liabilities and right-of-use assets obtained for new lease obligations, respectively for the year ended December 31, 2020.

Financing Lease Liabilities

In connection with the acquisition of the real property assets of Live!

Casino & Hotel Maryland, the Company acquired the rights to land subject to a long-term ground lease which expires on June 6, 2111.

As the Maryland Live!

Lease was accounted for as an Investment in lease, financing receivable, the underlying ground lease was accounted for as a financing lease obligation within Lease liabilities on the Consolidated Balance Sheets.

In accordance with ASC 842, the Company records revenue for the ground lease rent paid by its tenant with an offsetting expense in interest expense as the Company has concluded that as the lessee it is the primary obligor under the ground leases.

The ground lease contains variable lease payments based on a percentage of gaming revenues generated by the facility and has fixed minimum annual payments.

The Company discounted the fixed minimum annual payments at 5.0% to arrive at the initial lease obligation.

At December 31, 2021, maturities of this finance lease were as follows (in thousands):

Year ending December 31,

Thereafter 304,371

Total lease payments $ 315,593

Interest ( 262,284 )

Present value of finance lease liability $ 53,309

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 recorded on the books of Hollywood Casino Baton Rouge, in connection with Penn's purchase of this entity prior to the Spin-Off.

The only goodwill of the Company was recorded on the books of Hollywood Casino Baton Rouge, in connection with Penn's purchase of this entity prior to the Spin-Off.

The only intangible assets of the Company was related to Hollywood Casino Perryville's gaming license that was recognized by Penn 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.

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, 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.

There have been no changes in the carrying value of goodwill of $ 16.1 million for the years ended December 31, 2020 and 2019.

As described in Note 6, the Company's goodwill balance at December 31, 2020 has been reclassified to Assets held for sale.

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 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 conducts its annual impairment assessment of the gaming license on October 1st 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, 2020 and 2019, the gaming license had a carrying value of $ 9.6 million.

As described in Note 6, the Company's other intangible assets balance at December 31, 2020 has been reclassified to Assets held for sale.

There were no changes in the carrying value of goodwill or intangible assets for the years ended December 31, 2020 and 2019.

As described in Note 6, the Company's goodwill and intangible asset balance at December 31, 2020 had been reclassified to Assets held for sale.

Since the operations of both Hollywood Casino Baton Rouge and Hollywood Casino Perryville were sold in 2021, the Company no longer has any goodwill or intangible assets on its Consolidated Balance Sheet at December 31, 2021.

Fair Value of Financial Assets and Liabilities

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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

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$ 724,595 $ 724,595 $ 486,451 $ 486,451

Deferred compensation plan assets

Investment in leases, financing receivables, net (2)

1,201,670 1,213,896 — —

Real estate loans

Deferred compensation plan assets

34,549 34,549 35,514 35,514

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Senior unsecured notes 6,175,000 6,645,574 5,375,000 6,026,840

(1) In addition, there is $22.1 million in cash and cash equivalents in assets held for sale.

(1) In addition, there was $ 22.1 million in cash and cash equivalents in assets held for sale at December 31, 2020.

(2) The fair value materially approximates the purchase price of the acquisition of these financial assets given the transaction closed on December 29, 2021.

Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis

There were no liabilities measured at fair value on a nonrecurring basis during the years ended December 31, 2020 and 2019.

There were no assets measured at fair value on a nonrecurring basis during the year ended December 31, 2020;

however, assets measured at fair value on a nonrecurring basis during the year ended December 31, 2019 are described below.

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 the Casino Queen Loan.

Therefore, the remaining balance of the Casino Queen Loan was written off and an impairment charge was recorded in the Consolidated Statement of Income for the year ended December 31, 2019.

There were no assets or liabilities measured at fair value on a nonrecurring basis during the years ended December 31, 2021 and 2020.

Long-term Debt

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Unsecured $ 1,175 million revolver

Unsecured term loan A-1 — 449,000

Unsecured term loans A-2 424,019 424,019

$ 500 million 5.375 % senior unsecured notes due November 2023

$ 400 million 4.375 % senior unsecured notes due April 2021

$ 500 million 5.375 % senior unsecured notes due November 2023

500,000 500,000

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$ 700 million 4.000 % senior unsecured notes due January 2031

Finance lease liability 860 989

700,000 700,000

$ 800 million 3.250 % senior unsecured notes due January 2032

Other 725 860

Total long-term debt 6,599,744 5,799,879

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Additionally, the Company borrowed incremental Term Loans A-2 totaling $ 200 million.

Furthermore, on June 25, 2020, the Company also closed on an offering of $ 500 million of 4.00 % unsecured senior notes due in January 2031 priced at a slight discount to par.

Furthermore, on June 25, 2020, the Company also closed on an offering of $ 500 million of 4.00 % unsecured senior notes due in January 2031 priced at an issue price equal to 98.827% of the principal amount.

The Company utilized the proceeds from these two financings along with cash on hand to repay all outstanding obligations under its Revolver.

On August 18, 2020, the Company borrowed an additional $ 200 million of 4.00 % unsecured senior notes due in January 2031 priced at a premium to par.

On August 18, 2020, the Company borrowed an additional $ 200 million of 4.00 % unsecured senior notes due in January 2031 priced at an issue price equal to 103.824% of the principal amount.

The Company utilized the net proceeds from this additional borrowing to repay indebtedness under the Term Loan A-1 facility.

At December 31, 2020, the Credit Facility had a gross outstanding balance of $ 424.0 million, consisting of the $ 424.0 million Term Loan A-2 facility.

At December 31, 2021, the Amended Credit Facility had a gross outstanding balance of $ 424.0 million, consisting of the $ 424.0 million Term Loan A-2 facility.

No amounts were outstanding under the Revolver.

Additionally, at December 31, 2020, 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 $ 1,174.6 million of available borrowing capacity under the Revolver.

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.

Additionally, at December 31, 2021, the Company was contingently obligated under letters of credit issued pursuant to the Amended Credit Facility with face amounts aggregating approximately $ 0.4 million, resulting in $ 1,174.6 million of available borrowing capacity under the Revolver.

At December 31, 2021, 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 Revolver 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, 2021, 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:

The Company is not required to repay any loans under the Amended Credit Facility prior to maturity and may prepay all or any portion of the loans under the Amended 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 Amended Credit Facility, which is guaranteed by GLPI.

The Amended 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 Amended 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.

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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, 2020, the Company was in compliance with all required financial covenants under the Credit Facility.

The Amended 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 Amended Credit Facility will enable the lenders under the Amended Credit Facility to accelerate the loans and terminate the commitments thereunder.

At December 31, 2021, the Company was in compliance with all required financial covenants under the Amended Credit Facility.

Senior Unsecured Notes

At December 31, 2021, the Company had an outstanding balance of $ 6,175.0 million of senior unsecured notes (the "Senior Notes").

On December 13, 2021, the Company issued $ 800 million of 3.25 % senior unsecured notes due January 2032 at an issue price equal to 99.376 % of the principal amount.

The proceeds are being used to partially finance the Company's acquisition of certain real estate assets in the Cordish transaction as described in Note 7.

In the first quarter of 2020, the Company redeemed all $ 215.2 million aggregate principal amount of the Company’s outstanding 4.875 % senior unsecured notes due in November 2020 and all $ 400 million aggregate principal amount of the Company’s outstanding 4.375 % senior unsecured notes due in April 2021, incurring a loss on the early extinguishment of debt related to the redemption of $ 17.3 million, primarily for call premium charges and debt issuance write-offs.

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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.

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 was 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.

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and GLP Financing II, Inc.

(the "Issuers"), two wholly-owned subsidiaries of GLPI, and are guaranteed on a senior unsecured basis by GLPI.

(the "Issuers"), two consolidated 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.

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 Amended Credit Facility, and senior in right of payment to all of the Issuers' subordinated indebtedness, without giving effect to collateral arrangements.

The Senior Notes contain covenants limiting the Company’s ability to:

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At December 31, 2021, 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.

Commitments and Contingencies

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The Company's matching contributions for the non-qualified deferred compensation plan for the years ended December 31, 2021, 2020 and 2019 were $ 0.5 million, $ 0.7 million and $ 0.6 million, respectively.

The Company's deferred compensation liability, which was included in other liabilities within the consolidated balance sheet, was $ 32.4 million and $ 25.2 million at December 31, 2020 and 2019, respectively.

Assets held in the Trust were $ 35.5 million and $ 28.9 million at December 31, 2020 and 2019, 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 129 of Hollywood Casino Perryville's employees under an agreement that expires in January 2032.

Additionally, 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 2021 and 2033, 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.

The Company's deferred compensation liability, which was included in other liabilities within the Consolidated Balance Sheets, was $ 33.8 million and $ 32.4 million at December 31, 2021 and 2020, respectively.

Assets held in the Trust were $ 34.5 million and $ 35.5 million at December 31, 2021 and 2020, respectively, and are included in other assets within the Consolidated Balance Sheets.

Revenue Recognition

Revenues from Real Estate

As of December 31, 2020, 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, 6 of the Company's real estate investment properties were leased to a subsidiary of Caesars under the Amended and Restated Caesars 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 pursuant to the Meadows Lease, the land under a Penn development facility subject to the Morgantown Lease and the Casino Queen real estate assets are leased back to the operator under the Casino Queen Lease.

Finally, the Company has single property triple net leases with Caesars under the Lumière Place Lease and Boyd under the Belterra Park Lease.

The obligations under the Penn Master Lease and Amended Pinnacle Master Lease, as well as the Meadows Lease and Morgantown 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 Amended and Restated Caesars Master Lease are jointly and severally guaranteed by Caesars and by most of Caesars subsidiaries that occupy and operate the

leased facilities.

As of December 31, 2021, 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, 6 of the Company's real estate investment properties were leased to a subsidiary of Caesars under the Amended and Restated Caesars Master Lease, 3 of the Company's real estate investment properties were leased to a subsidiary of Boyd under the Boyd Master Lease, 2 of the Company's real estate investment properties were leased to a subsidiary of Bally's under the Bally's Master Lease and 2 of the Company's real estate properties were leased to a subsidiary of Casino Queen under the Casino Queen Master Lease.

Additionally, the Meadows real estate assets are leased to Penn pursuant to the Meadows Lease and the land under a Penn development facility subject to the Morgantown Lease.

Finally, the Company has single property triple net leases with Caesars under the Lumière Place Lease, Boyd under the Belterra Park Lease, Penn under the Perryville Lease and Cordish under the Maryland Live!

The obligations under the Penn Master Lease and Amended Pinnacle Master Lease, as well as the Meadows Lease, Perryville Lease and Morgantown 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 Amended and Restated Caesars Master Lease and Bally's Master Lease are jointly and severally guaranteed by the parent company and by the subsidiaries that occupy and operate the leased facilities.

The obligations under the Boyd Master Lease 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 prospectively adjusted, (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 in excess of a contractual baseline, 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 in excess of a contractual baseline, although Hollywood Casino Toledo has a monthly percentage rent floor which equals $22.9 million annually.

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 prospectively adjusted, every two years to an amount equal to 4 % of the average net revenues of all facilities under the Amended Pinnacle Master Lease during the preceding two years in excess of a contractual baseline.

The obligations under the Maryland Live!

Lease are guaranteed by the subsidiary that operates the facility.

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 prospectively adjusted, subject to certain floors (namely the Hollywood Casino at Penn National Race Course property due to Penn's opening of a competing facility) (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 in excess of a contractual baseline, 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 in excess of a contractual baseline, although Hollywood Casino Toledo has a monthly percentage rent floor which equals $22.9 million annually.

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 prospectively adjusted, subject to certain floors (namely the Bossier City Boomtown property due to Penn's acquisition of a competing facility, Margaritaville Resort Casino), every two years to an amount equal to 4 % of the average net revenues of all facilities under the Amended Pinnacle Master Lease during the preceding two years in excess of a contractual baseline.

The Amended Pinnacle Master Lease reset on May 1, 2020 which resulted in an annual decline of $5.0 million.

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The Company has concluded the renewal options of up to an additional 20 years at the tenants' option are not reasonably certain of being exercised as failure to renew would not result in a significant penalty to the tenant.

In the fifth and sixth lease years the building base rent escalates at 1.25 %.

In the seventh and eighth lease years it escalates at 1.75 % and then escalates at 2 % in the ninth lease year and each lease year thereafter.

In addition, the guaranteed fixed escalations in the new initial lease term will be recognized on a straight line basis.

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The Waterloo and Bettendorf facilities were added to the Amended and Restated Caesars Master Lease and the rent was increased by $520,000 annually.

This Exchange Transaction resulted in a reconsideration of the Amended and Restated Caesars Master Lease which resulted in the continuation of operating lease treatment for accounting classification purposes.

This Exchange Transaction resulted in a reconsideration of the Amended and Restated Caesars Master Lease which resulted in the continuation of operating lease

treatment for accounting classification purposes.

Additionally, a non cash gain of $41.4 million was recorded in other income which reflected the fair value of the Waterloo and Bettendorf facilities which exceeded the net book value of the Tropicana Evansville property and the $ 5.7 million payment at the date of the exchange.

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On September 29, 2020, the Company acquired the real estate of Lumière Place in satisfaction of the CZR loan, subject to the Lumière Place Lease, the initial term of which expires on October 31, 2033, with 4 separate renewal options of five years each, exercisable at the tenants' option.

The Lumière Place Lease's rent is subject to an annual escalator of up to 2% if certain rent coverage ratio thresholds are met.

The Lumière Place Lease's rent terms were adjusted on December 1, 2021 such that the annual escalator is now fixed at 1.25 % for the second through fifth lease years, increasing to 1.75 % for the sixth and seventh lease years and thereafter increasing by 2.0 % for the remainder of the lease.

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.

The Morgantown Lease became effective on October 1, 2020 whereby the Company is leasing the land under Penn's

gaming facility under construction for an initial cash rent of $3.0 million, provided, however, that (i) on the opening date and on each anniversary thereafter the rent shall be increased by 1.5% annually (on a prorated basis for the remainder of the lease year in which the gaming facility opens) for each of the following three lease years and (ii) commencing on the fourth anniversary of the opening date and for each anniversary thereafter, (a) if the CPI increase is at least 0.5% for any lease year, the rent for such lease year shall increase by 1.25% of rent as of the immediately preceding lease year, and (b) if the CPI increase is less than 0.5% for such lease year, then the rent shall not increase for such lease year.

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 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.

The Morgantown Lease became effective on October 1, 2020 whereby the Company is leasing the land under Penn's gaming facility under construction for an initial cash rent of $ 3.0 million, provided, however, that (i) on the opening date and on each anniversary thereafter the rent shall be increased by 1.5 % annually (on a prorated basis for the remainder of the lease year in which the gaming facility opens) for each of the following three lease years and (ii) commencing on the fourth anniversary of the opening date and for each anniversary thereafter, (a) if the CPI increase is at least 0.5% for any lease year, the rent for such lease year shall increase by 1.25% of rent as of the immediately preceding lease year, and (b) if the CPI increase is less than 0.5% for such lease year, then the rent shall not increase for such lease year.

The initial rent under the Casino Queen Master Lease is $21.4 million and such amount increases annually by 0.5 % for the first six years.

Beginning with the seventh lease year through the remainder of the lease term, if the CPI increases by at least 0.25% for any lease year then annual rent shall be increased by 1.25 %, and if the CPI increase is less than 0.25% then rent will remain unchanged for such lease year.

The Company will also complete the current landside development project that is in process and rent under the Casino Queen Master Lease will be adjusted to reflect a yield of 8.25% on GLPI's project costs.

The Perryville Lease that became effective on July 1, 2021 has an initial annual rent of $ 7.77 million, $5.83 million of which will be subject to escalation provisions beginning in the second lease year through the fourth lease year and increasing by 1.50 % during such period and then increasing by 1.25 % for the remaining lease term.

The escalation provisions beginning in the fifth lease year are subject to the CPI being at least 0.5% for the preceding lease year.

The Bally's Master Lease rent is $ 40 million annually and is subject to an annual escalator of up to 2 % determined in relation to the annual increase in CPI.

The Maryland Live!

Lease rent is $ 75 million and increases by 1.75 % upon the second anniversary of the lease commencement.

This lease was accounted for as an Investment in leases, financing receivable.

See Note 8 for the further information including the future annual cash payments to be received under the lease.

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.

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.

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 and a percentage rent floor on the Amended Pinnacle Master Lease was triggered on the Bossier City Boomtown property due to Penn's acquisition of Margaritaville Resort Casino.

Additionally, a percentage rent floor was triggered on the Hollywood Casino at Penn National Race Course in connection with Penn opening a facility in York, Pennsylvania which will go into effect at the next reset.

In addition to rent, as triple-net lessees, all of the Company's tenants are required to pay the following executory costs:

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Therefore, the Company concluded that the term of the Penn Master Lease and the Casino Queen Lease is 35 years, equal to the initial 15-year term plus all four of the 5-year renewal options.

The Casino Queen Master Lease became effective December 17, 2021 and required an accounting reassessment due to changes in the rent and lease terms.

The Company concluded the lease term is limited to its initial 15 year term.

This was due to several factors that were not present at the inception of the original Casino Queen Lease.

Since the formation of the Company on November 1, 2013, the Company has reassessed four of its nine leases that were originated prior to 2021.

All four of these reassessments were done before the completion of their original initial lease terms.

Additionally, Pinnacle sold its operations to Penn for fair value whose underlying real estate for the casino operations were leased from the Company.

Finally, additional competitive threats have emerged in the regional markets for the properties in the Casino Queen Master Lease that were not present previously, particularly in the state of Illinois with respect to additional competitive pressures from video gaming terminals that have rapidly expanded in the state and continue to take market share from land based casinos.

We believe all these factors preclude the Company from concluding all renewal periods are reasonably assured to be exercised in the Casino Queen Master Lease.

On October 15, 2018, in conjunction with the Penn-Pinnacle Merger, the Pinnacle Master Lease was amended by a fourth amendment to allow for the sale of the operating assets of Ameristar Casino Hotel Kansas City, Ameristar Casino Resort Spa St.

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Therefore, the Company concluded that the lease term of the Meadows Lease is 10 years, equal to the initial 10-year term only.

conjunction with the Penn-Pinnacle Merger, Penn assumed the Meadows Lease from Pinnacle.

In conjunction with the Penn-Pinnacle Merger, Penn assumed the Meadows Lease from Pinnacle.

The accounting for the Meadows Lease, including the lease term was not impacted by the change in tenant.

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The lease term of the Boyd Master Lease is 10 years, equal to the initial term of such master lease.

The Belterra Park Lease, Morgantown Lease and Lumière Park Lease are single property leases operated by large-multi-property operators and as such the Company concluded it was not reasonably assured at lease inception that the operator would elect to exercise any renewal options, as such the lease term of these leases is equal to their initial terms.

The Belterra Park Lease, Perryville Lease, Morgantown Lease, Maryland Live!

Lease and Lumière Park Lease are single property leases operated by large-multi-property operators and as such the Company concluded it was not reasonably assured at lease inception that the operator would elect to exercise any renewal options;

as such the lease term of these leases is equal to their initial terms.

Details of the Company's rental income for the year ended December 31, 2021 was as follows (in thousands):

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

(2) Cash rental income includes rent credits of $337.5 million related to the Tropicana Las Vegas and Morgantown transactions with Penn.

See Note 7 for further details.

As of December 31, 2021, the future minimum rental income from the Company's rental properties under non-cancelable operating leases, including any reasonably assured renewal periods, was as follows (in thousands):

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The Company may periodically loan funds to casino owner-operators for the purchase of real estate.

Interest income related to real estate loans is recorded as revenue from real estate within the Company's consolidated statements of income in the period earned.

Interest income related to real estate loans is recorded as revenue from real estate within the Company's consolidated statements of income in

the period earned.

During the years ended December 31, 2020 and 2019, the Company recognized interest income from these real estate loans of $ 19.1 million and $ 28.9 million, respectively.

No loans were outstanding during the year ended December 31, 2021.

Gaming, Food, Beverage and Other Revenues

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Other revenues at our TRS Properties are derived from our dining, retail and certain other ancillary activities.

During the years ended December 31, 2020 and 2019, the Company recognized gaming, food, beverage and other revenue of $ 103.0 million and $ 128.4 million, respectively.

During the years ended December 31, 2021, 2020 and 2019, the Company recognized gaming, food, beverage and other revenue of $ 109.7 million, $ 103.0 million, and $ 128.4 million, respectively.

Finally, the Company recorded $ 3.5 million of insurance recoveries related to business interruption insurance at December 31, 2021 related to the temporary closures of the Company's TRS Properties during 2020.

This amount was recorded as a reduction in other expenses on the Consolidated Statements of Income.

Stock-Based Compensation

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As of December 31, 2021, there was $ 11.3 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 1.72 years.

For the years ended December 31, 2020, 2019 and 2018, the Company recognized $ 10.7 million, $ 8.7 million and $ 6.4 million, respectively, of compensation expense associated with these awards.

For the years ended December 31, 2021, 2020 and 2019, the Company

recognized $ 9.6 million, $ 10.7 million and $ 8.7 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, 2021, 2020, and 2019 was $ 14.9 million, $ 23.4 million, and $ 14.7 million respectively.

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Net deferred tax liabilities ( 240 ) ( 2,369 )

$ 5,331 $ 5,777

The carrying amounts of deferred tax assets have been reduced by a valuation allowance if, based on the available evidence, it is more likely than not that such assets will not be realized.

In assessing the requirement for, and amount of, a valuation allowance in accordance with the more likely than not standard for all periods, the Company gives appropriate consideration to all positive and negative evidence related to the realization of the deferred tax assets.

As of December 31, 2020, the valuation allowance against deferred tax assets was $1.7 million.

As of December 31, 2021 and 2020, the valuation allowance against deferred tax assets was $ 1.8 million and $ 1.7 million, respectively.

The valuation allowance balance is associated mainly with net operating losses, disallowed interest expense carryforward, and other additional deferred tax assets.

Deferred tax assets, net are included within other assets on the Consolidated Balance Sheets.

The provision for income taxes charged to operations for years ended December 31, 2021, 2020 and 2019 was as follows:

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federal statutory income tax rate 21.0 % 21.0 % 21.0 %

Deferred tax impact of TRS tax-free liquidation 2.3 % — % — %

State and local income taxes 0.7 % 0.4 % 0.5 %

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5.0 % 0.8 % 1.2 %

The increase in the effective income tax rate for the year ended December 31, 2021 is primarily due to the sale of the membership interests of Louisiana Casino Cruises, LLC, the sale of the membership interests of Penn Cecil Maryland, LLC and the liquidation of GLP Holdings, Inc.

Year ended December 31, 2021 2020 2019

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federal statutory income tax $ 118,110 $ 107,013 $ 83,086

Deferred tax impact of TRS tax-free liquidation 13,036 — —

State and local income taxes 3,763 1,955 2,051

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REIT conversion benefit ( 108,315 ) ( 106,839 ) ( 80,397 )

Goodwill impairment charges — — 12,485

Permanent differences 11 16 23

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Weighted-average common shares outstanding 235,472 218,817 214,667

Assumed conversion of employee stock-based awards

Assumed conversion of restricted stock awards 153 76 117

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2021 2020 2019

(in thousands, except per share and share amounts)

(in thousands, except per share data)

Calculation of basic EPS:

Net income $ 505,711 $ 390,881 $ 339,516

Net income allocated to participating securities ( 583 ) ( 576 ) ( 475 )

Net income attributable to common shareholders $ 534,047 $ 505,711 $ 390,881

Net income allocated to participating securities ( 346 ) ( 583 ) ( 576 )

Net income for earnings per share purposes $ 533,701 $ 505,128 $ 390,305

Weighted-average common shares outstanding 235,472 218,817 214,667

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Calculation of diluted EPS:

Net income $ 505,711 $ 390,881 $ 339,516

Net income attributable to common shareholders $ 534,047 $ 505,711 $ 390,881

Diluted weighted-average common shares outstanding 236,231 219,773 215,786

Diluted EPS $ 2.26 $ 2.30 $ 1.81

Antidilutive securities excluded from the computation of diluted earnings per share (in shares)

Shareholders' Equity

Antidilutive securities excluded from the computation of diluted earnings per share 70 — —

On August 14, 2019, the Company commenced a continuous equity offering under which the Company may sell up to an aggregate of $ 600 million of its common stock from time to time through a sales agent in "at the market" offerings (the "2019 ATM Program").

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Similarly, in the event the Company enters into a forward sale agreement, it will pay the relevant forward seller a commission of up to 2 % of the sales price of all borrowed shares of common stock sold during the applicable selling period of the forward sale agreement.

During the year ended December 31, 2020, GLPI sold 7,971 shares of its common stock at an average price of $ 45.90 per share under the 2019 ATM Program, which generated gross proceeds of approximately $ 0.4 million (net proceeds of approximately $ 0.2 million).

Program commencement to date, the Company has sold 9,471 shares of its common stock at an average price of $ 45.46 per share and generated gross proceeds of approximately $ 0.4 million (net costs of approximately $ 0.1 million).

During the year ended December 31, 2021, GLPI sold 5,539,709 of its common stock at an average price of $ 49.07 per share under the 2019 ATM Program, which generated net proceeds of approximately $ 270.7 million.

Program commencement to date, the Company has sold 5,549,180 of its common stock at an average price of $ 49.06 per share, which generated net proceeds of approximately $ 270.6 million.

As of December 31, 2021, the Company had $ 327.7 million remaining for issuance under the 2019 ATM Program and had not entered into any forward sale agreements.

During the fourth quarter of 2020, the Company issued 9.2 million shares of common stock at $ 36.25 per share to partially finance the funding required for the upcoming Bally's transaction.

During the fourth quarter of 2021 and 2020, the Company issued 8.9 million shares at $ 44.24 per share and 9.2 million shares at $ 36.25 per share, respectively of common stock to partially finance the funding required for the Cordish and Bally's transactions, respectively.

See Note 7 for further details.

Noncontrolling Interests

As partial consideration for the Cordish transaction (See Note 1), the Company's operating partnership issued 4,348,774 newly-issued operating partnership units ("OP Units") to affiliates of Cordish.

The OP Units are exchangeable for common shares of the Company on a one-for-one basis, subject to certain terms and conditions.

As a result of the contribution, the OP became treated as a regarded partnership for income tax purposes, with the REIT being deemed to contribute substantially all of the assets and liabilities of the REIT in exchange for the general partnership and a majority of the limited partnership interests, and a minority limited partnership interest being owned by Cordish (the "UPREIT Transaction").

As of December 31, 2021, the Company holds a 98.28% controlling financial interest in the operating partnership.

The operating partnership is a VIE in which the Company is the primary beneficiary because it has the power to direct the activities of the VIE that most significantly impact the partnership's economic performance and has the obligation to absorb losses of the VIE that could be potentially significant to the VIE and the right to receive benefits from the VIE that could potentially be significant to the VIE.

Therefore, the Company consolidates the accounts of the operating partnership, and reflects the third party ownership in this entity as a noncontrolling interest in the Consolidated Balance Sheet.

The following table lists the regular dividends declared and paid by the Company during the years ended December 31, 2021, 2020 and 2019:

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February 22, 2021 March 9, 2021 Common Stock $ 0.65 First Quarter 2021 March 23, 2021 $ 151,308

May 20, 2021 June 11, 2021 Common Stock $ 0.67 Second Quarter 2021 June 25, 2021 $ 156,876

August 27, 2021 September 10, 2021 Common Stock $ 0.67 Third Quarter 2021 September 24, 2021 $ 159,426

November 29, 2021 December 9, 2021 Common Stock $ 0.67 Fourth Quarter 2021 December 23, 2021 $ 165,628

December 17, 2021 December 27, 2021 Common Stock $ 0.24 Fourth Quarter 2021 January 7, 2022 $ 59,330

February 20, 2020 March 6, 2020 Common Stock $ 0.70 First Quarter 2020 March 20, 2020 $ 150,574

April 29, 2020 May 13, 2020 Common Stock $ 0.60 Second Quarter 2020 June 26, 2020 $ 129,071

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November 26, 2019 December 13, 2019 Common Stock $ 0.70 Fourth Quarter 2019 December 27, 2019 $ 150,285

February 1, 2018 March 9, 2018 Common Stock $ 0.63 First Quarter 2018 March 23, 2018 $ 134,490

April 24, 2018 June 15, 2018 Common Stock $ 0.63 Second Quarter 2018 June 29, 2018 $ 134,631

July 31, 2018 September 7, 2018 Common Stock $ 0.63 Third Quarter 2018 September 21, 2018 $ 134,844

October 12, 2018 December 14, 2018 Common Stock $ 0.68 Fourth Quarter 2018 December 28, 2018 $ 145,627

(1) Dividend distributed on June 26, 2020 was paid $ 25.8 million in cash and $ 103.2 million in stock ( 2,697,946 shares at $ 38.2643 ).

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For accounting purposes, since the Company is in an accumulated deficit position the value of the stock dividend was recorded at its par value.

(2) On December 17, 2021, the Company declared a special earnings and profits dividend related to the sale of the operations at Hollywood Casino Perryville and Hollywood Casino Baton Rouge of $ 0.24 per share on the Company's common stock.

The dividend was accrued in 2021 and paid on January 7, 2022.

In addition, dividend payments of $61 thousand were made to GLPI restricted stock award holders.

In addition, for the years ended December 31, 2021, 2020 and 2019, dividend payments were made to GLPI restricted stock award holders in the amount of $ 0.7 million, $ 0.8 million and $ 0.9 million, respectively.

Dividends distributed to the Company's employees on June 26, 2020 were paid $ 33 thousand in cash and $ 153 thousand in stock ( 4,006 shares at $ 38.2643 ).

Dividends distributed to the Company's employees on September 25, 2020 were paid $ 32 thousand in cash and $ 217 thousand

in stock ( 5,746 shares at$ 37.7635 ).

Dividends distributed to the Company's employees on September 25, 2020 were paid $ 32 thousand in cash and $ 217 thousand in stock ( 5,746 shares at $ 37.7635 ).

Dividends distributed to the Company's employees on December 24, 2020 were paid $ 34 thousand in cash and $ 118 thousand in stock ( 2,722 shares at $ 43.3758 ).

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Total distributions per common share (1)

$ 2.86 $ 2.50 $ 2.74

Percentage classified as qualified dividends 7.89 % — % 1.41 %

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100.00 % 100.00 % 100.00 %

(1) A portion of the $ 0.24 dividend declared on December 27, 2021 and paid on January 7, 2022 is treated as a 2022 distribution for federal income tax purposes.

Segment Information

The following tables present certain information with respect to the Company’s segments.

As discussed in Note 1, due to the recently completed transactions in the TRS Segment, the Company anticipates that GLP Capital will be the Company's only reportable segment in 2022.

Intersegment revenues between the Company’s segments were not material in any of the periods presented below.

GLP Capital TRS Segment (1)

GLP Capital TRS Segment Total

(in thousands)

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Interest expense (1)

265,634 17,403 283,037

Income before income taxes 515,787 46,641 562,428

Income tax expense 904 27,438 28,342

Net income (loss) 508,060 ( 2,349 ) 505,711

Net income 514,883 19,203 534,086

Depreciation 232,214 4,220 236,434

Capital project expenditures

9,834 4,092 13,926

Capital maintenance expenditures 65 2,205 2,270

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Income tax expense 697 3,180 3,877

Net income 382,184 8,697 390,881

Net income (loss) 508,060 ( 2,349 ) 505,711

Depreciation 222,041 8,932 230,973

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Total revenues $ 1,025,082 $ 128,391 $ 1,153,473

Income (loss) from operations 630,122 ( 36,312 ) 593,810

Income from operations 694,215 23,208 717,423

Interest expense (1)

Income (loss) before income taxes 391,196 ( 46,716 ) 344,480

291,114 10,406 301,520

Income before income taxes 382,841 12,804 395,645

Income tax expense 657 4,107 4,764

Net income (loss) 390,341 ( 50,825 ) 339,516

Net income 382,184 8,697 390,881

Depreciation 232,708 7,727 240,435

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Total assets $ 8,590,190 $ 444,178 $ 9,034,368

(1) Results for the year ended December 31, 2020 include depreciation expense of $ 2.7 million associated with Tropicana Las Vegas.

(2) Interest expense is net of intercompany interest eliminations of $16.0 million for the year ended December 31, 2020 compared to $10.4 million for each of the years ended December 31, 2019 and 2018.

(1) Interest expense is net of intercompany interest eliminations of $ 17.4 million for the year ended December 31, 2021 compared to $ 16.0 million and $ 10.4 million for the years ended December 31, 2020 and 2019, respectively.

Supplemental Disclosures of Cash Flow Information and Noncash Activities

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Noncash Investing and Financing Activities

On December 29, 2021, as part of the consideration for the real estate assets of Live!

Casino & Hotel Maryland, the Company issued 4.35 million OP Units that were valued at $205.1 million and assumed debt of $363.3 million that was repaid after closing.

The Company also recorded a $53.3 million increase to lease liabilities for a right of use liability associated with a land lease with an increase to Investment in leases, financing receivables in connection with the transaction.

In connection with the June 3, 2021 transaction with Bally's the Company recorded a $36.4 million increase to right of use assets and land rights, net and lease liabilities for a right of use liability associated with a land lease.

As described in Note 1 and Note 6, during the year ended December 31, 2021, the Company sold the operations of Hollywood Casino Perryville and Hollywood Casino Baton Rouge and leased the underlying real estate to third party operators.

This resulted in the reclassification of $67.1 million of net assets from property, plant and equipment used in operations to real estate investments, net on the Consolidated Balance Sheets.

On January 1, 2019, in conjunction with its adoption of ASU 2016-02, the Company 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 future lease obligations.

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In addition, as described in Note 7, the Company entered into an Exchange Agreement pursuant to which Caesars transferred to the Company the real estate assets of Waterloo and Bettendorf for the real estate assets of Tropicana Evansville and a cash payment of $5.7 million.

Finally, see Note 18 for a description of the stock dividend that has been distributed in 2020.

As previously discussed, the Company declared a dividend on December 27, 2021, totaling $59.3 million, that was paid on January 7, 2022 and that was accrued at December 31, 2021.

Finally, see Note 18 for a description of the stock dividend that was distributed in 2020.

The Company did not engage in any other noncash investing and financing activities during the years ended December 31, 2021, 2020 and 2019.

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Hollywood Casino at Dayton Raceway Dayton, OH — 3,211 — 86,288 3,211 86,288 89,499 20,515 2014 11/1/2013 31

Hollywood Casino at Mahoning Valley Race Track (1)

Youngstown, OH — 5,683 — 94,314 5,833 94,164 99,997 19,113 2014 11/1/2013 31

Hollywood Casino at Mahoning Valley Race Track Youngstown, OH — 5,683 — 94,314 5,833 94,164 99,997 22,160 2014 11/1/2013 31

Resorts Casino Tunica Tunica, MS — — 12,860 ( 12,860 ) — — — — 1994/1996/ 2005/2014 5/1/2017 N/A

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Evansville, IN — 47,439 146,930 ( 194,369 ) — — — — 1995 10/1/2018 N/A

Tropicana Evansville-Bally's Evansville, IN — 120,473 153,130 120,473 153,130 273,603 2,840 1995 6/3/2021 31

Tropicana Laughlin

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Morgantown, PA — 30,253 — — 30,253 — 30,253 — 2020 10/1/2020 N/A

Hollywood Casino Perryville Perryville, MD 31,079 23,266 — 31,079 23,266 54,345 16,487 2010 07/1/2021 31

Dover Downs Hotel & Casino Dover, DE 99,106 48,300 — 99,106 48,300 147,406 3,330 1995 06/3/2021 31

Hollywood Casino Baton Rouge Baton Rouge, LA 7,320 40,812 — 7,320 46,511 53,831 24,263 1994 12/17/2021 31

Tropicana Las Vegas (6)

Las Vegas NV 226,160 — — 226,160 — 226,160 — 1955 4/16/20 N/A

— 3,195,438 6,267,097 ( 25,413 ) 3,141,913 6,300,907 9,442,820 1,679,656

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(5) This includes undeveloped land the Company owns at locations other than its tenant occupied properties.

(6) On April 13, 2021, Bally’s agreed to acquire both GLPI’s non-land real estate assets and Penn's outstanding equity interests in Tropicana Las Vegas Hotel and

At December 31, 2021, the Company classified the building value of Tropicana Las Vegas in Assets held for sale and the land value in Real estate investments, net on the Consolidated Balance Sheet since the transaction is expected to close within 12 months of the most recent balance sheet date.

At December 31, 2020, the Company classified the real property associated with Tropicana Las Vegas as a separate caption on the Consolidated Balance Sheet.

(7) The aggregate cost for federal income tax purposes of the properties listed above was $9.05 billion at December 31, 2021.

This amount includes the tax basis of all real property assets acquired from Pinnacle, including building assets.

The table above excludes the real estate assets of Tropicana Las Vegas which as described in Note 7 is in our TRS Segment and was acquired for $307.5 million ($226.2 million of Land and improvements and $81.3 million in Building and Improvements) in April 2020 with accumulated depreciation at December 31, 2020 totaling $2.7 million.

A summary of activity for real estate and accumulated depreciation for the years ended December 31, 2021, 2020 and 2019 is as follows:

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Acquisitions 749,671 590,971 —

Construction in progress 5,699 — —

Capital expenditures and assets placed in service 8,700 — —

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Depreciation expense ( 230,941 ) ( 220,069 ) ( 230,716 )

Additions (1) ( 39,909 ) — —

Dispositions 423 10,070 12,861

Balance at the end of the period $ ( 1,681,367 ) $ ( 1,410,940 ) $ ( 1,200,941 )

(1) Represents accumulated depreciation on real estate assets of Hollywood Casino Perryville and Hollywood Casino Baton Rouge which were leased to third parties during 2021.

See Note 6 in the Notes to the Consolidated Financial Statements for further information.

MORTGAGE LOANS ON REAL ESTATE

Year Ended December 31, 2020 Year Ended December 31, 2019

Year Ended December 31, 2020

(in thousands)

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Other deductions (1)

( 57,684 ) ( 246,000 )

Balance at the end of the period $ —

(1) On October 1, 2019, the one-year anniversary of the CZR Loan, the mortgage evidenced by a deed of trust on the Lumière Place property terminated and the loan became unsecured.

(1) In May 2020, the Company acquired the real estate of Belterra Park in satisfaction of the loan, subject to a long-term lease (the "Belterra Park Lease") with a Boyd affiliate operating the property.

The are no mortgage loans outstanding as of December 31, 2021 or December 31, 2020, respectively.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 8. Financial Statements and Supplementary Data