What changed in this filing

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Item 7. Management’s Discussion and Analysis

2023-02-23 compared with 2022-02-24 · 323 added, 277 removed, 344 unchanged (64% of the section changed)

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(d/b/a Hollywood Casino Perryville) as a "taxable REIT subsidiary" 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 “taxable REIT subsidiary”.

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

In addition, during 2020, the Company and Tropicana LV, LLC, a wholly owned subsidiary of the Company that holds the real estate of Tropicana Las Vegas, elected to treat Tropicana LV, LLC as a “taxable REIT subsidiary”.

Further, as partial consideration for the transactions with Cordish described below, GLP Capital issued 7,366,683 newly-issued OP Units to affiliates of Cordish.

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

In advance of the UPREIT Transaction being consummated, the Company, along with GLP Financing II, jointly elected for GLP Financing II, Inc.

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

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 the Penn Master Lease and owns and operates the TRS Properties through its indirect wholly-owned subsidiary, GLP Holdings, Inc.

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 the PENN Master Lease.

The assets and liabilities of GLPI were recorded at their respective historical carrying values at the time of the Spin-Off.

In 2021, as a result of the sale of the operations of Hollywood Casino Perryville and Hollywood Casino Baton Rouge, GLP Holdings, Inc.

was merged into GLP Capital.

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, 2021, GLPI's portfolio consisted of interests in 51 gaming and related facilities, including the TRS Segment, 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, the real property associated with 4 gaming and related facilities operated by Boyd, the real property associated with 2 gaming and related facilities operated by Bally's, the real property associated with gaming and related facilities at Live!

Casino & Hotel Maryland operated by Cordish and the real property associated with 2 gaming and related facilities operated by the Casino Queen.

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

As of December 31, 2022, GLPI's portfolio consisted of interests in 57 gaming and related facilities, which was comprised of 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, the real property associated with 4 gaming and related facilities operated by Boyd, the real property associated with 7 gaming and related facilities operated by Bally's, the real property associated with 3 gaming and related facilities operated by Cordish and the real property associated with 2 gaming and related facilities operated by Casino Queen.

These facilities, including our corporate headquarters building, are

geographically diversified across 17 states and contain approximately 27.8 million square feet.

As of December 31, 2022, our properties were 100% occupied.

These figures do not include the January 3, 2023 acquisition of the real property assets of Bally's Biloxi and Bally's Tiverton which added 2.4 million of property square feet, and diversified the Company into Rhode Island.

We expect to continue growing our portfolio by pursuing opportunities to acquire additional gaming facilities to lease to gaming operators under prudent terms.

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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.

See Note 12 for further details regarding such renewal options.

Additionally, see Note 18 for additional information related to the creation of a new master lease with PENN.

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

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The Belterra Park Lease rent terms are consistent with the Boyd Master Lease.

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 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

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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 and certain of its affiliates pursuant to the Real Estate Purchase Agreement dated April 15, 2018 between Tropicana and GLP Capital, which was subsequently amended on October 1, 2018.

As described in Note 18, the Meadows Lease was terminated during 2023 and the real estate associated with the property became part of a new master lease with PENN.

Second Amended and Restated Caesars Master Lease

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 from Tropicana for an aggregate cash purchase price of $964.0 million, exclusive of transaction fees and taxes.

Concurrent with the Tropicana Acquisition, 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 the Caesars Master Lease.

On June 15, 2020, the Company entered into 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, Waterloo, 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 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.

Concurrent with the Tropicana Acquisition, Eldorado Resorts, Inc.

(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 the Caesars Master Lease.

On June 15, 2020, the Company entered into 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 years, 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, Waterloo, 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 entered into the Second Amended and Restated Caesars Master Lease in connection with the completion of 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.

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

On October 1, 2018 the Company entered into a loan agreement with Caesars in connection with Caesars’s acquisition of Lumière Place, whereby the Company extended funds to Caesars under the CZR loan.

The CZR loan bore interest at a rate equal to (i) 9.09% until October 1, 2019 and (ii) 9.27% until its maturity.

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

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 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.

The Exchange Agreement also 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.

Horseshoe St.

On October 1, 2018 the Company entered into a loan agreement with Caesars in connection with Caesars’s acquisition of Horseshoe St.

Louis, whereby the Company extended funds to Caesars under the CZR loan.

On the one-year anniversary of the CZR loan, the mortgage evidenced by a deed of trust on the Horseshoe St.

Louis property terminated and the loan became unsecured.

On June 24, 2020, the Company received approval from the Missouri Gaming Commission to own the Horseshoe St.

Louis property in satisfaction of the CZR loan.

On September 29, 2020, the transaction closed and we entered into the Horseshoe St.

Louis 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 Horseshoe St.

Louis 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

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The real estate assets of these two facilities were added to 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.

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

Rent under the Bally's Master Lease is subject to contractual escalations based on the CPI, with a 1% floor and a 2% ceiling, subject to the CPI meeting a 0.5% threshold.

On April 1, 2022, the Company completed the previously announced acquisition from Bally's of the land and real estate assets of Bally's three Black Hawk Casinos in Black Hawk, Colorado and Bally's Quad Cities Casino & Hotel in Rock Island, Illinois for $150 million in total consideration.

These properties were added to the existing Bally's Master Lease and the initial annual rent was increased by $12 million and is subject to the escalation clauses described above.

On January 3, 2023, the Company completed its previously announced acquisition of the real property assets of Bally's

Tiverton in Tiverton, Rhode Island and Bally's Biloxi in Biloxi, Mississippi for $635 million in consideration, inclusive of $15 million in the form of OP Units.

These properties were added to the Company's Master Lease with Bally's.

The initial rent for the lease was increased by $48.5 million on an annualized basis, subject to escalation clauses described above.

In connection with the closing, a $200 million deposit funded by GLPI in September 2022 was returned to the Company along with a $9.0 million transaction fee that will be recorded against the purchase price of the assets acquired.

Concurrent with the closing, GLPI borrowed $600 million under its previously structured delayed draw term loan.

GLPI continues to have the option, subject to receipt by Bally's of required consents, to acquire the real property assets of Bally's Lincoln in Lincoln, RI prior to December 31, 2024 for a purchase price of $771 million and additional rent of $58.8 million.

Tropicana Las Vegas

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.

On April 13, 2021, Bally's agreed to acquire the Company's non-land real estate assets and Penn's outstanding equity interests in Tropicana Las Vegas for $150.0 million.

The Company will retain ownership of the land and concurrently enter into a 50-year ground lease with an 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.

On September 26, 2022, Bally’s acquired both GLPI’s building assets and PENN's outstanding equity interests in Tropicana Las Vegas Hotel and Casino, Inc.

for an aggregate cash acquisition price, net of fees and expenses, of approximately $145 million, which resulted in a pre-tax gain of $67.4 million.

GLPI retained ownership of the land and concurrently entered into a ground lease for an initial term of 50 years (with a maximum term of 99 years inclusive of tenant renewal options) with initial annual rent of $10.5 million subject to contractual escalations based on the CPI, with a 1% floor and a 2% ceiling, subject to CPI meeting a 0.5% threshold.

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

Morgantown Lease

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The Company is leasing the land back to an affiliate of PENN pursuant to the Morgantown Lease 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 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.

Hollywood Casino Morgantown opened on December 22, 2021.

Casino Queen Master Lease

On November 25, 2020, the Company entered into a definitive agreement with respect to the HCBR transaction.

This 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 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 the 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.

See Note 12 for a discussion regarding such renewal options.

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

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Additionally, the Company will complete the current landside development project that is in process and the rent under the 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, GLPI forgave the unsecured $13.0 million, 5.5 year term loan made to CQ Holding Company, Inc., an affiliate of Casino Queen, which had been previously fully 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.

The Company will also have a right of first refusal with Casino Queen for other sale leaseback transactions up to $50 million until December 2023.

Finally, GLPI forgave the unsecured $13.0 million, 5.5 year term loan made to CQ Holding Company, Inc., an affiliate of Casino Queen, which was previously fully 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

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A pre-tax gain of $15.6 million ($11.3 million after tax) was recorded during the year ended December 31, 2021 in connection with the sale of the operating assets to PENN.

As described in Note 18, the Perryville Lease was terminated during 2023 and the real estate associated with the property became part of a new master lease with PENN.

Maryland Live!

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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 "Cordish Acquisitions").

Casino Pittsburgh, including applicable long-term ground leases, from affiliates of Cordish for aggregate consideration of approximately $1.81 billion, excluding transaction costs, 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.

Upon the closing of the Live!

Casino & Hotel Maryland transaction, GLPI entered into the Maryland Live!

Lease, and upon the closing of the other transactions, GLPI will enter into the Pennsylvania Live!

On December 29, 2021, GLPI closed the acquisition of the Live!

Casino & Hotel Maryland transaction and GLPI entered into the Maryland Live!

On March 1, 2022, GLPI closed the acquisition of the Live!

Casino & Hotel Philadelphia and Live!

Casino Pittsburgh and leased back the real estate to Cordish pursuant to the Pennsylvania Live!

Master Lease.

The Pennsylvania Live!

Master Lease will have and the Maryland Live!

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

Master Lease and the Maryland Live!

Lease each have initial lease terms of 39 years, with maximum terms 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 Maryland Live!

Lease became effective on December 29, 2021 and the Pennsylvania transactions are expected to close in early 2022, subject to the receipt of regulatory approvals and other customary closing conditions.

Lease is $75 million and the Pennsylvania Live!

Master Lease is $50 million.

Both leases have a 1.75% fixed yearly escalator on the entirety of rent commencing on the leases' second anniversary.

The majority of our earnings are the result of revenues we receive from our triple-net master leases with PENN, Boyd, Bally's, Cordish and Caesars.

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We sublease these ground leases back to our tenants, who are responsible for payment directly to the landlord.

Gaming revenue for our TRS Properties is derived primarily from gaming on slot machines and to a lesser extent, table game and poker revenue, which is highly dependent upon the volume and spending levels of customers at our TRS Properties.

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

Gaming revenue for our TRS Properties (whose operations we sold during 2021) was derived primarily from gaming on slot machines and to a lesser extent, table game and poker revenue, which was highly dependent upon the volume and spending levels of customers at our TRS Properties.

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

Our Competitive Strengths

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Geographically Diverse Property Portfolio

As of December 31, 2021, our portfolio consisted of 51 gaming and related facilities, including 50 rental properties and the TRS Segment.

As of December 31, 2022, our portfolio consisted of 57 gaming and related facilities.

Our portfolio, including our corporate headquarters building, comprises approximately 27.8 million square feet and approximately 5,200 acres of land and is broadly diversified by location across 17 states.

We expect that our geographic diversification will limit the effect of a decline in any one regional market on our overall performance.

These figures do not include the January 3, 2023 acquisition of Bally's Biloxi and Bally's Tiverton real property assets which added 2.4 million of property square feet, and 55.3 acres of land and diversified the Company into Rhode Island.

Financially Secure Tenants

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Furthermore, our tenants' results since they have reopened has been strong and in some cases better than prior to COVID-19, due to their increased focus on cost efficiencies and decreasing and/or eliminating lower margin amenities.

For instance, the rent coverage ratios on our leases have increased at September 30, 2021 compared to pre-COVID-19 levels.

For instance, the rent coverage ratios on all of our leases except for the Meadows Lease have increased at September 30, 2022 compared to pre-COVID-19 levels at December 31, 2019.

Although we are unable to predict whether these results will continue, we believe that our assets should generate substantial cash flows well into the future for both ourselves and our tenants.

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Segment Information

Consistent with how our Chief Operating Decision Maker (as such term is defined in ASC 280 - Segment Reporting ) reviews and assesses our financial performance, we have two reportable segments, GLP Capital and the TRS Segment.

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

The TRS Segment consists of our operations at 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 when the operations were sold to Casino Queen), as well as the real estate of Tropicana Las Vegas we acquired in 2020.

In December 2021, the TRS Properties were merged into GLP Capital and therefore the Company does not expect to have a TRS Segment in 2022.

Due to the sale of the operations of Hollywood Casino Perryville and Hollywood Casino Baton Rouge, the Company's operations consist solely of investments in real estate for which all such real estate properties are similar to one another in that they consist of destination and leisure properties and related offerings, whose tenants offer casino gaming, hotel, convention, dining, entertainment and retail amenities, have similar economic characteristics and are governed by triple-net operating leases.

The operating results of the Company's real estate investments are reviewed in the aggregate, by the chief operating decision maker (as such term is defined in ASC 280 - Segment Reporting).

As such, as of January 1, 2022, the Company has one reportable segment.

Executive Summary

Financial Highlights

We reported total revenues and income from operations of $1,216.4 million and $841.8 million, respectively, for the year ended December 31, 2021, compared to $1,153.2 million and $809.3 million, respectively, for the year ended

December 31, 2020.

We reported total revenues and income from operations of $1,311.7 million and $1,029.9 million, respectively, for the year ended December 31, 2022, compared to $1,216.4 million and $841.8 million, respectively, for the year ended December 31, 2021.

The major factors affecting our results for the year ended December 31, 2022, as compared to the year ended December 31, 2021, were as follows:

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Total income from real estate increased by $205.0 million for the year ended December 31, 2022, as compared to the year ended December 31, 2021.

Current results benefited from the addition of the Bally's Master Lease, the Perryville Lease, the Morgantown Lease and the Casino Queen Master Lease which in the aggregate increased cash rental income by $29.5 million.

Current year results also benefited from full escalations being incurred on the Amended Pinnacle Master Lease, Boyd Master Lease, Penn Master Lease and Belterra Park Lease which increased building base rents by $5.0 million.

The Company also collected higher percentage rent of $15.2 million on the Penn Master Lease due to the impact of COVID-19 closures in 2020.

The Company also had favorable straight line rent adjustments of $8.6 million and higher ground rent revenue gross ups of $3.7 million due to the impact of the temporary COVID-19 closures that occurred in 2020.

Partially offsetting these favorable variances were lower percentage rents of $3.7 million from the 2020 resets on the Amended Pinnacle Master Lease, the Boyd Master Lease, and the Meadows Lease as well as lower cash rental income of $1.8 million from the Amended and Restated Caesars Master Lease that became effective in July 2020 which provided for fixed escalations in the future.

• Gaming, food, beverage and other revenue increased by $6.7 million for the year ended December 31, 2021, as compared to the prior year.

The prior year revenues were impacted by the temporary closures of the properties during 2020 due to COVID-19.

The TRS Properties were closed in mid-March 2020.

Hollywood Casino Baton Rouge reopened to the public on May 18, 2020 and Hollywood Casino Perryville reopened on June 19, 2020 with various restrictions to limit capacity in accordance with regulatory requirements.

Both properties opened to strong results which strengthened in the current year.

The Company sold the operations of Hollywood Casino Perryville on July 1, 2021 and Hollywood Casino Baton Rouge on December 17, 2021.

See Note 1 in the Consolidated Financial Statements for additional information.

• Total operating expenses increased by $30.7 million for the year ended December 31, 2021, as compared to the prior year.

The year ended December 31, 2020 had a non-cash gain on the disposition of property related to the Evansville swap transaction of $41.4 million, while the current year included pre-tax gains of $22.4 million attributable to the sale of the operations of Hollywood Casino Perryville and Hollywood Casino Baton Rouge, which also was the reason for the $3.7 million decline in gaming, food, beverage and other expense as well as a $2.3 million reduction in our TRS Segment general and administrative expenses.

During the year ended December 31, 2021, the Company recorded an initial reserve for its direct finance lease related to the Maryland Live!

Lease of $12.2 million, which was partially offset by a $4.0 million recovery on a previously impaired loan to Casino Queen.

The Company incurred higher depreciation expense of $5.5 million due to its recent acquisitions and had lower general and administrative expenses of $5.0 million in our GLP Capital segment.

This was due to severance and stock compensation charges associated of $6.3 million for the departure of our former chief financial officer in the third quarter of 2020, which was partially offset by higher bonus accruals in the current year as a result of improved financial performance relative to the prior year.

Finally, the Company incurred higher land rights and ground lease expense of $8.3 million due to higher ground lease rents paid by our tenants in 2021 that are based on the facilities revenues which were negatively impacted in the prior year by the temporary closures COVID-19 had in 2020 and higher land lease right expense due to the June 3, 2021 acquisition of Tropicana Evansville.

• Other expenses, net decreased by $20.3 million for the year ended December 31, 2021, as compared to the prior year, primarily due to debt extinguishment charges incurred in 2020 as well as a $3.5 million insurance gain at our TRS Segment related to the temporary closures of our TRS Properties in the prior year due to COVID-19.

• Income tax expense increased by $24.5 million for the year ended December 31, 2021 as compared to the prior year due to the gain on the sale of the operations of Hollywood Casino Perryville and Hollywood Casino Baton Rouge, the write-off of deferred tax assets related to the Hollywood Casino Baton Rouge sale, improved performance at our TRS Segment due to strong results in the current year as well as the impact of the temporary closures related to COVID-19 in the prior year.

Current results benefited from the additions and/or full year impact of the Maryland Live!

Lease, the Pennsylvania Live!

Master Lease, Bally's Master Lease, the Casino Queen Master Lease, the Perryville Lease and the Tropicana Las Vegas Lease which in the aggregate increased cash rental income by $156.6 million.

Current year results also benefited by $12.4 million from full escalations being incurred on the PENN Master Lease, the Amended Pinnacle Master Lease, the Boyd Master Lease, the Bally's Master Lease and the Belterra Park Lease.

The Company also recognized accretion of $19.4 million on its Investment in leases, financing receivables and had higher ground rent revenue gross ups of $14.4 million compared to the prior year due primarily from the additions of the Maryland Live!

Lease and the Bally's Master Lease.

Finally, the Company had higher percentage rents of $1.0 million due primarily to strong performance at its tenants properties upon reopening from the COVID-19 mandated closures which negatively impacted the 2020 variable rent resets for certain leases.

• Gaming, food, beverage and other revenue decreased by $109.7 million for the year ended December 31, 2022, as compared to the prior year due to the sale of the operations of the Hollywood Casino Perryville and Hollywood Casino Baton Rouge in 2021.

• Total operating expenses decreased by $92.8 million for the year ended December 31, 2022, as compared to the prior year.

Gains from dispositions of property increased $45.7 million compared to the prior year due to the sale of of the Tropicana Las Vegas building to Bally's that closed on September 26, 2022 which resulted in a gain of $67.4 million.

Gains from dispositions of property for the year ended December 31, 2021 included gains of $22.4 million attributable to the sale of operations of Hollywood Casino Perryville and Hollywood Casino Baton Rouge.

The sale of the operations of Hollywood Casino Perryville and Hollywood Casino Baton Rouge led to a $53.0 million decline in gaming, food, beverage and other expense as well as a $9.9 million reduction in general and administrative expenses due to the sales partially offset by higher acquisition expenses, payroll and benefit expenses, insurance costs as well as increased stock based compensation charges.

During the year ended December 31, 2022, the Company recorded non-cash provision for credit losses, net of $6.9 million compared to provisions for credit losses, net of $8.2 million for the year ended December 31, 2021.

The Company incurred higher depreciation expense of $2.3 million due to its recent acquisitions.

Finally, the Company incurred higher land rights and ground lease expense of $11.7 million due to higher ground lease rents paid by our tenants due to the acquisition of the real estate of Maryland Live!

Hotel & Casino and Pittsburgh Live!

Casino, which both have ground leases and higher land right amortization due to a partial donation of leased land that occurred in the first quarter of 2022 as well as the full year impact of the June 3, 2021 acquisition of Tropicana Evansville.

• Other expenses, net increased by $30.2 million for the year ended December 31, 2022, as compared to the prior year, primarily due to higher interest expense associated with the increased borrowings to fund our recent acquisitions.

• Income tax expense decreased by $11.3 million for the year ended December 31, 2022 as compared to the prior year primarily due to the year over year variances associated with the sale of the Tropicana Las Vegas building to Bally's in 2022 compared with the prior year income tax expense associated with the sale of the operations of Hollywood Casino Perryville and Hollywood Casino Baton Rouge.

• Net income increased by $169.2 million for the year ended December 31, 2022, as compared to the prior year, primarily due to the variances explained above.

Segment Developments

The following are recent developments that have had or are expected to have an impact on us by segment:

• Our leases contain variable rent that resets on varying schedules depending on the lease.

The portion of our cash rents that are variable represented approximately 14% of our 2021 full year cash rental income.

Of that variable rent, approximately 24% resets every five years, which is associated with our Penn Master Lease, 32% resets every two years and 41% resets monthly, which is associated with two properties in the Penn Master Lease (of which approximately 37% is subject to a floor, or $22.9 million annually, for Hollywood Casino Toledo).

The percentage rent in the Penn Master Lease increased by $15.2 million for the year ended December 31, 2021 compared to the year ended 2020 primarily due to the temporary closures of Hollywood Casino Columbus and to a lesser extent, Hollywood Casino Toledo from mid-March 2020 to June 19, 2020 as well as strong results in 2021 at these two properties.

In connection with the Casino Queen Master Lease becoming effective December 17, 2021, 3% of the Company's percentage rent in 2021 is no longer subject to any variability.

• Certain of our leases contain annual escalation clauses that are based on adjusted revenues to rent coverage ratios exceeding 1.8 to 1.

During the year ended December 31, 2021, full escalations were incurred on the Penn Master Lease, the Amended Pinnacle Master Lease, the Boyd Master Lease and the Belterra Park Lease, which increased 2021 rental income by $5.0 million.

• We have announced or closed numerous transactions in the past two years and expect to continue to grow our portfolio by pursuing opportunities to acquire additional gaming facilities to lease to gaming operators under prudent terms.

• Several wholly-owned subsidiaries of Penn lease a substantial number of our properties which account for the majority of our revenue.

• Our ability to refinance our significant levels of debt at attractive terms and obtain favorable funding in connection with future business opportunities.

• The fact that the rules and regulations of U.S.

federal income taxation are constantly under review by legislators, the Internal Revenue Service and the U.S.

Department of the Treasury.

Changes to the tax laws or interpretations thereof, including any changes proposed and implemented by the Biden administration, with or without retroactive application, could materially and adversely affect GLPI and its investors.

• The Company's wholly-owned and operated TRS Properties closed in mid-March 2020 due to the COVID-19 outbreak.

Our property in Baton Rouge reopened on May 18, 2020 and our property in Perryville, Maryland reopened on June 19, 2020 with enhanced safety protocols and capacity restrictions.

On July 1, 2021, the Company sold the operations of Hollywood Casino Perryville to Penn, recognizing a gain of $15.6 million and entered into the Perryville Lease.

On December 17, 2021 the Company sold the operations of Hollywood Casino Baton Rouge to Casino Queen, recognizing a gain of $6.8 million, and entered into the Casino Queen Master Lease.

• On April 16, 2020, the Company and certain of its subsidiaries acquired the real property associated with the Tropicana Las Vegas from Penn.

This asset was placed in the Company's TRS Segment.

On April 13, 2021, Bally's agreed to acquire the Company's non-land real estate assets and Penn's outstanding equity interests in Tropicana Las Vegas for $150.0 million.

The Company will retain the ownership of the land and concurrently enter into a 50-year ground lease with an 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.

Critical Accounting Estimates

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The nature of the estimates and assumptions are material due to the levels of subjectivity and judgment necessary to account for highly uncertain factors or the susceptibility of such factors to change.

We have identified the accounting for leases, allowance for credit losses, income taxes, and real estate investments as critical accounting estimates, as they are the most important to our financial statement presentation and require difficult, subjective and complex judgments.

We have identified the accounting for leases, investment in leases, financing receivables, net, allowance for credit losses, income taxes, and real estate investments as critical accounting estimates, as they are the most important to our financial statement presentation and require difficult, subjective and complex judgments.

We believe the current assumptions and other considerations used to estimate amounts reflected in our consolidated financial statements are appropriate.

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As a REIT, the majority of our revenues are derived from rent received from our tenants under long-term triple-net leases.

Currently, we have master leases with Penn, Caesars, Bally's, Boyd and Casino Queen.

Currently, we have master leases with PENN, Caesars, Bally's, Boyd, Cordish and Casino Queen.

We also have separate single property leases with PENN, Caesars, Boyd and Cordish.

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Contingent rental income that is not fixed and determinable at lease inception is recognized only when the lessee achieves the specified target.

Under the sales-type lease model, however, at lease inception we would record an Investment in leases, on our Consolidated Balance Sheet rather than recording the actual assets we own.

Furthermore, the cash rent we receive from tenants is not recorded as rental revenue, but rather a portion is recorded as interest income using an effective yield and a portion is recorded as a reduction to the Investment in leases.

Under the sales-type lease model, however, at lease inception we would record an Investment in leases, financing receivables on our Consolidated Balance Sheet rather than recording the actual assets we own.

Under ASC 842, for leases with both land and building components, leases may be bifurcated between operating and sales-type leases.

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5) Specialized nature - The underlying asset is of such specialized nature that it is expected to have no alternative use to the lessor at the end of the lease term.

The tests outlined above, as well as the resulting calculations, require subjective judgments, such as determining, at lease inception, the fair value of the underlying leased assets, the residual value of the assets at the end of the lease term, the likelihood a tenant will exercise all renewal options (in order to determine the lease term), the estimated remaining economic life of the leased assets, and an allocation of rental income received under our Master Leases to the underlying leased assets.

life of the leased assets, and an allocation of rental income received under our Master Leases to the underlying leased assets.

A slight change in estimate or judgment can result in a materially different financial statement presentation and income recognition method.

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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.

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.

We have concluded that each of the Maryland Live!

Lease and the Pennsylvania Live!

Master Lease are 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.

Allowance for credit losses

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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 financing receivable balance.

The Company then records a CECL allowance based on the expected loss rate multiplied by the outstanding Investment in leases, financing receivable balance.

Expected losses within our cash flows are determined by estimating the probability of default (“PD”) and loss given default (“LGD”) of our Investments in lease - financing receivable.

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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.

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

Lease and Pennsylvania Live!

Master 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.

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and Penn Cecil Maryland, Inc.

as a "taxable REIT subsidiary" effective on the first day of the first taxable year of GLPI as a REIT.

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 “taxable REIT subsidiary”.

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

as a 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.

Finally, in advance of the UPREIT Transaction, the Company, together with GLP Financing II, jointly elected for GLP Financing II, Inc.

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

We intend to continue to be organized and to operate in a manner that will permit us to qualify as a REIT.

To qualify as a REIT, we must meet certain organizational and operational requirements, including a requirement to distribute at least 90% of our annual REIT taxable income to shareholders determined without regard to the dividends paid deduction and excluding any net capital gain, and meet the various other requirements imposed by the Code relating to matters such as operating results, asset holdings, distribution levels, and diversity of stock ownership.

imposed by the Code relating to matters such as operating results, asset holdings, distribution levels, and diversity of stock ownership.

As a REIT, we generally will not be subject to federal income tax on income that we distribute as dividends to our shareholders.

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It is not possible to state whether in all circumstances we would be entitled to this statutory relief.

Our TRS Segment is able to engage in activities resulting in income that would not be qualifying income for a REIT.

As a result, certain activities of the Company which occur within our TRS Segment are subject to federal and state income taxes.

Due to the recent sales of the Company's TRS operations, the Company does not expect to have a TRS segment in 2022.

Our TRS is able to engage in activities resulting in income that would not be qualifying income for a REIT.

As a result, certain activities of the Company which occur within our TRS are subject to federal and state income taxes.

Real Estate Investments

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The following are the most important factors and trends that contribute or may contribute to our operating performance:

• The fact that several wholly-owned subsidiaries of Penn lease a substantial number of our properties and account for the majority of our revenue.

• The risks related to economic conditions, including uncertainty related to COVID-19 and the effect of such conditions on consumer spending for leisure and gaming activities, which may negatively impact our gaming tenants and operators and the variable rent and annual rent escalators we receive from our tenants as outlined in the long-term triple-net leases with these tenants.

• We have announced or closed numerous transactions in recent years and expect to continue to grow our portfolio by pursuing opportunities to acquire additional gaming facilities to lease to gaming operators under prudent terms.

• Several wholly-owned subsidiaries of PENN lease a substantial number of our properties and account for the majority of our revenue.

• The risks related to economic conditions, including uncertainty related to COVID-19, high inflation levels (that have been negatively impacted by the armed conflict between Russia and Ukraine) and the effect of such conditions on consumer spending for leisure and gaming activities, which may negatively impact our gaming tenants and operators and the variable rent and certain annual rent escalators we receive from our tenants as outlined in the long-term triple-net leases with these tenants.

• The ability to refinance our significant levels of debt at attractive terms and obtain favorable funding in connection with future business opportunities.

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Changes to the tax laws or interpretations thereof, with or without retroactive application, could materially and adversely affect GLPI's investors or GLPI.

• Our leases contain variable rent that resets on varying schedules depending on the lease.

The portion of our cash rents that are variable represented approximately 11.7% of full year cash rental income for the year ended December 31, 2022.

However, given our recent amendment to the PENN Master Lease and our January 2023 transaction with Bally's, both of which are described more fully in Note 18, we expect this percentage to decline to approximately 5.3% in 2023.

The consolidated results of operations for the years ended December 31, 2022 and 2021 are summarized below:

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Net income 703,285 534,086

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

Net income attributable to non-controlling interest in the Operating Partnership (18,632) (39)

Net income attributable to common shareholders $ 684,653 $ 534,047

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Readers are directed to Item 7 of the Company's Annual Report on Form 10-K for the year ended December 31, 2021 for these disclosures.

Certain information regarding our results of operations by segment for the years ended December 31, 2021 and 2020 is summarized below:

Total Revenues Income from Operations

Year Ended December 31, Year Ended December 31,

2021 2020 2021 2020

(in thousands)

GLP Capital $ 1,102,653 $ 1,050,166 $ 781,226 $ 792,467

TRS Segment 113,698 102,999 60,542 16,807

Total $ 1,216,351 $ 1,153,165 $ 841,768 $ 809,274

FFO, AFFO and Adjusted EBITDA

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FFO, AFFO and Adjusted EBITDA are non-GAAP financial measures that are considered supplemental measures for the real estate industry and a supplement to GAAP measures.

The National Association of Real Estate Investment Trusts defines FFO as net income (computed in accordance with GAAP), excluding (gains) or losses from sales of property and real estate depreciation.

We define AFFO as FFO excluding stock based compensation expense, the amortization of debt issuance costs, bond premiums and original issuance discounts, other depreciation, amortization of land rights, straight-line rent adjustments, gains or (losses) on sales of operations, net of tax, losses on debt extinguishment, and provision for credit losses, net reduced by maintenance capital expenditures.

Finally, we define Adjusted EBITDA as net income excluding interest, net, income tax expense, depreciation, (gains) or losses from sales of property, gains on sales of operations, net of tax, stock based compensation expense, straight-line rent adjustments, amortization of land rights, losses on debt extinguishment, and provision for credit losses, net.

The National Association of Real Estate Investment Trusts defines FFO as net income (computed in accordance with GAAP), excluding (gains) or losses from dispositions of property, net of tax and real estate depreciation.

We define AFFO as FFO excluding, as applicable to the particular period, stock based compensation expense;

the amortization of debt issuance costs;

bond premiums and original issuance discounts;

other depreciation;

amortization of land rights;

accretion on investment in leases, financing receivables;

non-cash adjustments to financing lease liabilities;

impairment charges;

straight-line rent adjustments;

(gains) or losses on sales of operations, net of tax;

losses on debt extinguishment;

and provision for credit losses, net, reduced by maintenance capital expenditures.

Finally, we define Adjusted EBITDA as net income excluding, as applicable to the particular period, interest, net;

income tax expense;

real estate depreciation;

other depreciation;

(gains) or losses from dispositions of property, net of tax;

(gains) or losses on sales of operations, net of tax;

stock based compensation expense;

straight-line rent adjustments;

amortization of land rights;

accretion on Investment in leases, financing receivables;

non-cash adjustments to financing lease liabilities;

impairment charges;

losses on debt extinguishment;

and provision for credit losses, net.

FFO, AFFO and Adjusted EBITDA are not recognized terms under GAAP.

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Net income $ 703,285 $ 534,086

Losses (gains) from dispositions of property 711 (41,393)

(Gains) or losses from dispositions of property, net of tax (52,844) 711

Real estate depreciation 236,809 230,941

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Amortization of debt issuance costs, bond premiums and original issuance discounts (1)

Accretion on investment in leases, financing receivables (19,442) —

Non-cash adjustment to financing lease liabilities 483 —

Stock based compensation 20,427 16,831

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Losses on debt extinguishment 2,189 —

Provision for credit losses, net 8,226 —

Capital maintenance expenditures (2,270) (3,130)

Adjusted funds from operations $ 812,010 $ 757,379

Interest, net 282,840 281,573

Income tax expense 9,440 3,877

Capital maintenance expenditures 2,270 3,130

Amortization of debt issuance costs, bond premiums and original issuance discounts (1)

(9,929) (10,503)

Adjusted EBITDA $ 1,096,631 $ 1,035,456

(1) Such amortization is a non-cash component included in interest, net.

The reconciliation of each segment’s net income per GAAP to FFO, AFFO, and Adjusted EBITDA for the years ended December 31, 2021 and 2020 is as follows:

GLP Capital TRS Segment

Year Ended December 31, Year Ended December 31,

2021 2020 2021 2020

(in thousands)

Net income (loss) $ 514,883 $ 508,060 $ 19,203 $ (2,349)

Losses (gains) from dispositions of property 604 (41,402) 107 9

Real estate depreciation 230,333 220,069 608 —

Funds from operations $ 745,820 $ 686,727 $ 19,918 $ (2,340)

Straight-line rent adjustments (3,873) 4,576 (120) —

Other depreciation 1,881 1,972 3,612 8,932

Gain on sale of operations, net of tax — — (3,560) —

Amortization of land rights 15,616 12,022 — —

Amortization of debt issuance costs, bond premiums and original issuance discounts (1)

9,929 10,503 — —

Stock based compensation 16,831 20,004 — —

Losses on debt extinguishment — 18,113 — —

Impairment loss on land 3,298 —

Provision for credit losses, net 6,898 8,226

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(1) Such amortization is a non-cash component included in interest, net.

(2) Interest, net for the GLP Capital segment is net of an intercompany interest elimination of $17.4 million and $16.0 million for the years ended December 31, 2021 and 2020.

Net income, FFO, AFFO, and Adjusted EBITDA for our GLP Capital segment were $514.9 million, $745.8 million, $794.4 million and $1,050.8 million, respectively, for the year ended December 31, 2021.

This compared to net income, FFO, AFFO, and Adjusted EBITDA, for our GLP Capital segment of $508.1 million, $686.7 million, $753.7 million and $1,009.7 million, respectively, for the year ended December 31, 2020.

The increase in net income in our GLP Capital segment was primarily driven by a $52.5 million increase in income from real estate as explained below.

In addition, we had several operating expense variances that are also discussed below.

The increase in operating expenses in our GLP Capital segment for the year ended December 31, 2021 as compared to the prior year period of $63.7 million was primarily from a gain on the disposition of property related to the Evansville swap transaction of $41.4 million in 2020, higher depreciation expense and land right amortization expense in our REIT segment of $18.5 million due to the Company's recent acquisitions, and a $8.2 million provision for credit losses, net in the current year.

Partially offsetting these increases was lower general and administrative expenses of $5.0 million due primarily from severance and stock based compensation acceleration charges for the departure of our former chief financial officer in 2020.

The decrease in other expenses, net, for the year ended December 31, 2021 was due to $18.1 million of debt extinguishment charges in the prior year.

The increase in FFO for our GLP Capital segment for the year ended December 31, 2021 is due to the items described above, excluding gains (losses) from the disposition of property and real estate depreciation.

The increase in AFFO is due to the items described above, less the adjustments mentioned in the table above, primarily straight line rent adjustments,

amortization expenses, stock based compensation costs, provision for credit losses, net and losses on debt extinguishment.

Adjusted EBITDA for our GLP Capital segment for the year ended December 31, 2021, as compared to the prior year, also increased driven by the explanations above, as well as adjustments mentioned in the table above, primarily related to interest expense.

The net income of $19.2 million for our TRS Segment for the year ended December 31, 2021 as compared to a net loss of $2.3 million for the prior year is primarily related to strong reopening results in the current year at Hollywood Casino Baton Rouge and Hollywood Casino Perryville which in the prior year were closed temporarily from mid-March 2020 to May 2020 and June 2020, respectively, due to COVID-19.

Additionally, the Company recorded a net after tax gain of $3.6 million on the sale of the operations of Hollywood Casino Perryville and Hollywood Casino Baton Rouge in 2021.

(2) Current year amounts exclude the non-cash interest expense gross up related to the ground lease for the Maryland Live!

Net income, FFO, AFFO, and Adjusted EBITDA were $703.3 million, $887.3 million, $924.4 million and $1,221.7 million, respectively, for the year ended December 31, 2022.

This compared to net income, FFO, AFFO, and Adjusted EBITDA, of $534.1 million, $765.7 million, $812.0 million and $1,096.6 million, respectively, for the year ended December 31, 2021.

The increase in net income was primarily driven by a $205.0 million increase in income from real estate as explained below.

In addition, we had lower operating expenses of $92.8 million that are also discussed below.

These benefits were partially offset by a reduction of $109.7 million in gaming, food, beverage and other revenues resulting from the sale of the operations of Hollywood Casino Perryville and Hollywood Casino Baton Rouge in 2021, higher interest expense of $26.3 million due to our increased borrowings to partially fund our recent acquisitions and lower income tax expense of $11.3 million.

The income tax variance was due primarily from the sale of the Tropicana Las Vegas building to Bally's in 2022 as

compared to income tax expenses on the sale of the operations of Hollywood Casino Perryville and Hollywood Casino Baton Rouge in 2021.

The increases in FFO for the year ended December 31, 2022 were due to the items described above, excluding gains from dispositions of property and real estate depreciation.

The increases in AFFO and Adjusted EBITDA were due to the items described above, less the adjustments mentioned in the tables above.

Adjusted EBITDA also increased as compared to the prior year driven by the explanations above, as well as the adjustments mentioned in the tables above.

Revenues for the years ended December 31, 2022 and 2021 were as follows (in thousands):

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$ 1,173,376 $ 1,106,658 $ 66,718 6.0 %

Interest income from real estate loans

— 19,130 (19,130) (100.0) %

Income from Investment in leases, financing receivables 138,309 — 138,309 N/A

Total income from real estate 1,311,685 1,106,658 205,027 18.5 %

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Total income from real estate increased $205.0 million, or 18.5%, for the year ended December 31, 2022, as compared to the year ended December 31, 2021.

Results for the current year benefited from the additions on the Bally's Master Lease, the Perryville Lease, the Morgantown Lease and the Casino Queen Master Lease which in the aggregate increased cash rental income by $29.5 million.

Additionally, the Company benefited from full escalations being incurred on the Amended Pinnacle Master Lease, the Boyd Master Lease and the Belterra Lease effective May 1, 2021 and the Penn Master Lease that became effective November 1, 2021.

The aggregate impact of these escalations increased building base rent by $5.0 million for the year ended December 31, 2021.

The Company had higher percentage rent on the Penn Master Lease in the current year of $15.2 million, due to the impact of the COVID-19 closures in 2020 and strong performance in the current year by Penn's Hollywood Casino Columbus and Hollywood Casino Toledo properties.

Finally, the Company also had favorable straight line rent adjustments of $8.6 million and higher ground rent revenue gross ups of $3.7 million due to the impact of the temporary COVID-19 closures that occurred in 2020.

Partially offsetting these favorable variances were lower percentage rents of $3.7 million from the 2020 resets on the Amended Pinnacle Master Lease, the Boyd Master Lease and the Meadows Lease which was driven primarily from the COVID-19 closures.

Additionally, we had lower cash rental income of $1.8 million on the Amended and Restated Caesars Master Lease that became effective in July 2020 which lowered rent initially but removed variable rents going forward and provided for fixed escalation increases as previously described.

The reason for the decline in interest income from real estate loans was due to the CZR loan and Belterra Park Loan both being satisfied in 2020 as the Company acquired the real estate subject to the Lumière Place Lease and the Belterra Park Lease.

See Note 8 in the Notes to the Consolidated Financial Statements for further details.

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

Year Ended December 31, 2021 Building base rent Land base rent Percentage rent Total cash rental income Straight-line rent adjustments Ground rent in revenue (1) Other rental revenue Total rental income

Current results benefited from the additions and/or full year impact of the Maryland Live!

Lease, the Pennsylvania Live!

Master Lease, the Bally's Master Lease, the Casino Queen Master Lease, the Perryville Lease and the Tropicana Las Vegas Lease which in the aggregate increased cash rental income by $156.6 million.

The Company also recognized accretion of $19.4 million on its Investment in leases, financing receivables.

The Company also had higher ground rent revenue gross ups of $14.4 million compared to the prior year due primarily from the additions of the Maryland Live!

Lease and the Bally's Master Lease.

Finally, the Company had higher percentage rents of $1.0 million due primarily to strong performance at its tenants' properties upon reopening from the COVID-19 mandated closures, which negatively impacted the 2020 variable rent resets for certain leases.

Details of the Company's income from real estate for the year ended December 31, 2022 and December 31, 2021 were as follows (in thousands):

Year Ended December 31, 2022 Building base rent Land base rent Percentage rent Total cash income Straight line rent Ground rent in revenue Accretion on financing leases Other rental revenue Total rental income

PENN Master Lease $ 285,944 $ 93,969 $ 97,423 $ 477,336 $ (11,700) $ 2,495 $ — $ — $ 468,131

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PENN Meadows Lease 15,811 — 8,824 24,635 2,289 — — 589 27,513

PENN Morgantown Lease — 3,047 — 3,047 — — — — 3,047

PENN Perryville Lease 5,871 1,943 — 7,814 196 — — — 8,010

Caesars Master Lease 62,709 23,729 — 86,438 10,162 1,512 — — 98,112

Horseshoe St.

Louis Lease 23,161 — — 23,161 2,103 — — — 25,264

Boyd Master Lease 78,184 11,785 10,124 100,093 2,296 1,729 — — 104,118

Boyd Belterra Lease 2,764 1,894 1,865 6,523 — — — — 6,523

Bally's Master Lease 49,598 — — 49,598 — 9,603 — — 59,201

Maryland Live!

Lease 75,000 — — 75,000 — 8,521 12,569 — 96,090

Pennsylvania Live!

Master Lease 41,667 — — 41,667 — 1,001 6,873 — 49,541

Casino Queen Master Lease 22,122 — — 22,122 442 — — — 22,564

Tropicana Las Vegas Lease — 2,771 — 2,771 — — — — 2,771

Total $ 897,666 $ 210,394 $ 146,266 $ 1,254,326 $ 4,294 $ 33,034 $ 19,442 $ 589 $ 1,311,685

Year Ended December 31, 2021 Building base rent Land base rent Percentage rent Total cash income Straight line rent Ground rent in revenue Other rental revenue Total rental income

PENN Master Lease $ 280,338 $ 93,969 $ 97,814 $ 472,121 $ 8,926 $ 3,013 $ 12 $ 484,072

Amended Pinnacle Master Lease 230,230 71,256 26,779 328,265 (19,346) 7,430 — 316,349

Penn Meadows Lease 15,811 — 9,046 24,857 2,288 — 195 27,340

Penn Morgantown — 3,000 — 3,000 — — — 3,000

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Caesars Master Lease 62,514 23,729 — 86,243 10,358 1,586 — 98,187

Lumiere Place Lease 22,875 — — 22,875 544 — — 23,419

BYD Master Lease 76,652 11,785 9,845 98,282 2,296 1,726 — 102,304

BYD Belterra Lease 2,709 1,894 1,817 6,420 (1,211) — — 5,209

Horseshoe St.

Louis Lease 22,875 — — 22,875 544 — — 23,419

Boyd Master Lease 76,652 11,785 9,845 98,282 2,296 1,726 — 102,304

Boyd Belterra Lease 2,709 1,894 1,817 6,420 (1,211) — — 5,209

Bally's Master Lease 23,111 — — 23,111 — 4,832 — 27,943

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The Company subleases these ground leases back to its tenants, who are responsible for payment directly to the landlord.

The Company recognizes earnings on Investment in leases, financing receivables, based on the effective yield method using the discount rate implicit in the leases.

The amounts in the table above labeled accretion on financing leases represent earnings recognized in excess of cash received during the period.

Gaming, food, beverage and other revenue

Gaming, food, beverage and other revenue for our TRS Properties increased by $6.7 million, or 6.5%, for the year ended December 31, 2021, as compared to the year ended December 31, 2020.

The reason for the increase was due to the properties being closed in mid-March 2020 due to COVID-19.

Results since reopening have exceeded the corresponding periods in the prior years as spend per visit has increased due to various factors such as pent up demand and government stimulus efforts, partially offset by the sale of the operations of Hollywood Casino Perryville on July 1, 2021 and Hollywood Casino Baton Rouge on December 17, 2021.

Gaming, food, beverage and other revenue decreased by $109.7 million for the year ended December 31, 2022, as compared to the prior year due to the sale of the operations of Hollywood Casino Perryville on July 1, 2021 and Hollywood Casino Baton Rouge on December 17, 2021.

Operating Expenses

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(Gains) losses from disposition of properties (67,481) (21,751) (45,730) 210.2 %

Impairment charge on land 3,298 — 3,298 N/A

Depreciation 238,688 236,434 2,254 1.0 %

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Gaming, food, beverage and other expense

Gaming, food, beverage and other expense for our TRS Properties decreased by approximately $3.7 million, or 6.5%, for the year ended December 31, 2021, as compared to the year ended December 31, 2020.

As previously discussed, the Company sold the operations of Hollywood Casino Perryville on July 1, 2021 and the operations of Hollywood Casino Baton Rouge on December 17, 2021.

Additionally, the TRS Properties were closed for part of 2020 due to COVID-19.

Gaming, food, beverage and other expense decreased by approximately $53.0 million, or 100.0%, for the year ended December 31, 2022, as compared to the year ended December 31, 2021.

As previously discussed, the Company sold the operations of Hollywood Casino Perryville and the operations of Hollywood Casino Baton Rouge in 2021.

Land rights and ground lease expense

Land rights and ground lease expense includes the amortization of land rights and rent expense related to the Company's long-term ground leases.

Land rights and ground lease expense increased by $8.3 million, or 28.7%, for the year ended December 31, 2021, as compared to the year ended December 31, 2020, primarily from higher ground lease rents paid by our tenants in 2021 of $4.7 million that are primarily based on the facilities' revenues which increased due to the impact of COVID-19 in 2020 that resulted in temporary casino closures.

We sublease these ground leases back to our tenants, who are responsible for payment directly to the applicable landlord.

These amounts are required to be recorded in both revenue and expense within the consolidated statements of income as we have concluded that as the lessee the Company is the primary obligor under the ground leases.

The Company also had higher land right amortization expense of $3.6 million due to the June 3, 2021 acquisition of Tropicana Evansville.

Land rights and ground lease expense increased by $11.7 million, or 31.2%, for the year ended December 31, 2022, as compared to the year ended December 31, 2021, primarily from higher rent expense due to the acquisition of the real estate of Maryland Live!

Hotel & Casino and Pittsburgh Live!

Casino, which both have ground leases, higher land right amortization due to the acquisition of Tropicana Evansville on June 3, 2021, and a $2.7 million accelerated write-off due to a partial donation of leased land which occurred during 2022.

General and administrative expense

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General and administrative expenses decreased by $9.9 million, or 16.2%, for the year ended December 31, 2022, as compared to the year ended December 31, 2021.

This is primarily attributable to the negative impact from severance and stock acceleration charges of $6.3 million, related to the departure of our former chief financial officer as well as lower costs at our TRS Properties of $2.3 million primarily due to the sale of the operations of Hollywood Casino Perryville effective July 1, 2021, partially offset by higher bonus accruals in the current year.

Gains and losses from dispositions of property

For the year ended December 31, 2021, the Company sold the operations of Hollywood Casino Perryville and Hollywood Casino Baton Rouge which resulted in a combined pre-tax gain of $22.4 million.

See Note 1 to the Consolidated Financial Statements for further information.

In connection with the Exchange Agreement with Caesars, whereby the Company acquired Waterloo and Bettendorf to replace Tropicana Evansville under the Amended and Restated Caesars Master Lease, the Company recorded 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 of $5.7 million.

The reason for the decline was primarily due to the sale of the operations of Hollywood Casino Perryville on July 1, 2021 and Hollywood Casino Baton Rouge on December 17, 2021 which was partially offset by higher bonus expense and stock based compensation charges due to improved performance and higher valuations on the Company's equity awards as well as transaction related costs that did not qualify for capitalization.

Gains from dispositions of property

Gains from dispositions of property totaled $67.5 million and $21.8 million for the year ended December 31, 2022 and December 31, 2021, respectively.

The year ended December 31, 2022 included a pre-tax gain of $67.4 million on the sale of the Tropicana Las Vegas building to Bally's.

The year ended December 31, 2021 included the sale of the operations of Hollywood Casino Perryville and Hollywood Casino Baton Rouge that resulted in a combined pre-tax gain of $22.4 million.

Impairment charge on land

During 2022, the Company entered into an agreement and completed the sale of excess land for approximately $3.5 million that had a carrying value of $6.8 million and as such the Company recorded an impairment charge for the year ended December 31, 2022.

Depreciation expense

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For the year ended December 31, 2022, the Company recorded a $6.9 million provision for credit losses on the Maryland Live!

Lease which represented the Company's best estimate of losses over the life of the lease under ASC 326 "Credit Losses".

See Note 2 to the Consolidated Financial Statements, Allowance for Credit Losses, for further discussion.

Lease and Pennsylvania Live!

Master Lease as compared to the year ended December 31, 2021 when the Company recorded a $12.2 million provision for credit losses on the Maryland Live!

Additionally, the Company recorded a $4 million recovery during the year ended December 31, 2021 for a payment received from Casino Queen in full satisfaction of a loan that was previously fully impaired.

The Company recorded an initial allowance of $32.3 million on the Pennsylvania Live!

Master Lease which was originated on March 1, 2022.

During the year ended December 31, 2022, the Company received an updated earnings forecast from its tenant for the properties comprising both the Maryland Live!

Lease and the Pennsylvania Live!

Master Lease.

This resulted in improved rent coverage ratios in its reserve calculation which led to a reduction in the required reserves for both financing receivables.

See Note 7 for additional information.

Other income (expenses)

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Interest income 1,905 197 1,708 867.0 %

Insurance gain 3,500 — 3,500 N/M

Losses on debt extinguishment — (18,113) 18,113 (100.0) %

Insurance gain — 3,500 (3,500) (100.0) %

Losses on debt extinguishment (2,189) — (2,189) NA

Total other expenses $ (309,575) $ (279,340) $ (30,235) 10.8 %

Interest expense

For the year ended December 31, 2022, the Company's interest expense increased by $26.3 million as compared to the corresponding period in the prior year.

The increase was due to the issuance of additional unsecured senior notes that partially funded our recent acquisitions.

See Note 10 for additional information.

Insurance gain

For the year ended December 31, 2021, the Company recognized insurance gains of $3.5 million due to an insurance claim related to the temporary closures of Hollywood Casino Perryville and Hollywood Casino Baton Rouge in 2020 related to COVID-19.

Losses on debt extinguishment

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, resulting in the retirement of such senior notes.

The Company recorded losses on the early extinguishment of debt related to the current year retirements of $18.1 million for the year ended December 31, 2020 primarily for call premium charges and debt issuance write-offs.

Our income tax expense increased $24.5 million for the year ended December 31, 2021 as compared to the year ended December 31, 2020.

Our income tax expense decreased $11.3 million for the year ended December 31, 2022 as compared to the year ended December 31, 2021.

During the year ended December 31, 2022, we had income tax expense of approximately $17.1 million, compared to income tax expense of $28.3 million during the year ended December 31, 2021.

Our income tax expense is primarily driven from the operations of the TRS Segment, which are taxed at the corporate rate.

Our effective tax rate (income taxes as a percentage of income before income taxes) was 5.0% and 0.8% for the years ended December 31, 2021 and 2020, respectively.

The current year sale of the operations of Hollywood Casino Perryville and Hollywood Casino Baton Rouge, as well as deferred tax write off related to the sale of Hollywood Casino Baton Rouge resulted in a $18.9 million increase to income tax expense in 2021.

The reason for the decrease was primarily due to the taxes incurred on the gain on the sale of the building at Tropicana Las Vegas in 2022 compared to the taxes incurred on the sale of the operations of Hollywood Casino Perryville and Hollywood Casino Baton Rouge in 2021.

Net income attributable to noncontrolling interest in the Operating Partnership

As partial consideration for the Cordish transactions related to the Maryland Live!

Lease and Pennsylvania Live!

Master Lease, the Company's operating partnership issued OP Units to affiliates of Cordish.

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

The operating partnership is a variable interest entity ("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 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 Sheets and allocates the proportion of net income to the noncontrolling interests on the Consolidated Statements of Income.

Liquidity and Capital Resources

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Net cash provided by operating activities was $920.1 million and $803.8 million during the years ended December 31, 2022 and 2021, respectively.

The increase in net cash provided by operating activities of $375.7 million for the year ended December 31, 2021 as compared to the prior year was primarily due to an increase in cash receipts from tenants and customers of $388.2 million, a decrease in cash paid to employees of $9.6 million and a decrease in cash paid for operating expenses of $2.5 million, partially offset by an increase in cash paid for taxes of $14.1 million and an increase in interest payments of $12.4 million.

The increase in cash receipts collected from our tenants and customers was primarily due to $337.5 million in non-cash rent recognized in connection with the Tropicana Las Vegas and Morgantown transactions in 2020, higher rental income from the Bally's Master Lease, the Perryville Lease, the Morgantown Lease, and the Casino Queen Master Lease, and higher percentage rent on the Penn Master Lease due to strong results at Hollywood Casino Columbus and Hollywood Casino Toledo (which were closed for part of 2020 due to COVID-19), along with the strong reopenings of our TRS Properties, which were forced to close in mid-March 2020 due to the impact of COVID-19.

These properties reopened in May 2020 and June 2020 as previously discussed.

The reduction in cash paid to employees was primarily due to lower bonus payouts in 2021 related to 2020 performance that was negatively impacted by COVID-19 as well as the sale of the operations of Hollywood Casino Perryville on July 1, 2021 and the sale of Hollywood Casino Baton Rouge on December 17, 2021.

The increase in taxes paid was due to the sale of Hollywood Casino Perryville and Hollywood Casino Baton Rouge and strong results at the TRS Properties prior to the sales.

The increase in interest payments is due primarily from the $700 million 4.000% senior unsecured note offering that was completed in June and August of 2020.

The increase in net cash provided by operating activities of $116.3 million for the year ended December 31, 2022 as compared to the prior year was primarily due to an increase in cash receipts from customers of $60.9 million along with decreases in cash paid to employees of $16.4 million, cash paid for operating expenses of $57.3 million partially offset by an increase in cash paid for interest and cash paid for taxes of $12.6 million and $3.4 million, respectively.

The increase in cash receipts collected from our customers for the year ended December 31, 2022, as compared to the corresponding period in the prior year, was due to the additions of the Maryland Live!

Lease, the Pennsylvania Live!

Master Lease, the Casino Queen Master Lease, the Bally's Master Lease, and the Perryville Lease and full escalations being incurred on the Amended Pinnacle Master Lease, the Boyd Master Lease, the Belterra Park Lease and the PENN Master Lease less the impact from the sale of the operations of Hollywood Casino Perryville and Hollywood Casino Baton Rouge which also led to the decline in cash paid for operating expenses.

Investing activities used net cash of $354.5 million and $1,030.8 million during the years ended December 31, 2022 and 2021, respectively.

Net cash used in investing activities during the year ended December 31, 2022 consisted primarily of $129.1 million for the acquisition of the real estate assets contained within the Pennsylvania Live!

Master Lease which was accounted for as an Investment in lease, financing receivables, $200 million for a deposit payment for our recently announced transaction with Bally's, $150.1 million for the acquisition of the real estate assets of Bally's Black Hawk, CO and Rock Island, IL properties which were added to the Bally's Master Lease, and capital expenditures equal to $24.0 million, partially offset by the proceeds of $145.2 million from the sale of the Company's building at Tropicana Las Vegas and the sale of excess land for $3.5 million.

Net cash used in investing activities during the year ended December 31, 2021 consisted of $487.5 million for the acquisition of real estate assets in the Bally's acquisitions and $592.2 million for the acquisition of the real estate assets of Maryland Live!

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The Company also incurred capital expenditures of $16.2 million, partially offset by the net proceeds received for the sale of the operations of Hollywood Casino Perryville to PENN of $30.8 million, proceeds from the sale of the operations of Hollywood Casino Baton Rouge to Casino Queen of $28.2 million, a loan loss recovery of $4.0 million, and proceeds from the sale of property of $2.1 million.

Net cash used in investing activities during the year ended December 31, 2020 primarily consisted of capital expenditures of $3.1 million and $5.9 million for the acquisition of real estate assets primarily related to the Evansville swap transaction.

Financing activities provided net cash of $443.1 million and $63.2 million during the years ended December 31, 2021 and 2020, respectively.

Net cash provided by financing activities for the year ended December 31, 2021 was driven by $795.0 million of proceeds from the issuance of long-term debt and $662.3 million of net proceeds from the issuance of common stock, partially offset by the repayment of long term debt of $363.4 million relating to the Maryland Live!

Financing activities used net cash of $1,051.2 million during the year ended December 31, 2022 and provided net cash of $443.1 million during the year ended December 31, 2021.

Net cash used in financing activities for the year ended December 31, 2022 was driven by the repayment of long term debt of $1,271.1 million, dividend payments of $770.9 million, non-controlling interest distributions of $20.7 million, financing costs of $11.9 million and taxes paid related to shares withheld for tax purposes on restricted stock award vestings of $11.9 million.

These items were partially offset by $424.0 million of proceeds from the issuance of long-term debt and $611.3 million of net proceeds from the issuance of common stock.

transaction, dividend payments of $633.9 million and taxes paid related to shares withheld for tax purposes on restricted stock award vestings of $9.9 million.

During the year ended December 31, 2020, the Company raised $2,076.4 million of proceeds from the issuance of long term debt and $320.9 million of net proceeds from the issuance of common stock.

This was partially offset by repayments of long-term debt of $2,076.6 million, dividend payments of $230.5 million and taxes paid related to shares withheld for tax purposes on restricted stock award vestings of $15.3 million.

Capital Expenditures

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Capital project expenditures are for fixed asset additions that expand an existing facility or create a new facility.

The cost of properties developed by the Company include costs of construction, property taxes, interest and other miscellaneous costs incurred during the development period until the project is substantially complete and available for occupancy.

The cost of properties developed by the Company include costs of construction, property taxes, interest and other miscellaneous costs

incurred during the development period until the project is substantially complete and available for occupancy.

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

During the years ended December 31, 2022 and 2021 we spent approximately $0.2 million and $2.3 million respectively, for capital maintenance expenditures.

The majority of the capital maintenance expenditures were for slot machines and slot machine equipment at our TRS Properties.

Our tenants are responsible for capital maintenance expenditures at our leased properties.

However, during 2021, $5.2 million was incurred on capital project expenditures related to a landside development project at Hollywood Casino Baton Rouge and $8.7 million was incurred on capital project expenditures related to an expansion at Casino Queen.

However, during the years ended December 31, 2022 and 2021, we incurred $23.9 million and $5.2 million, respectively, on capital project expenditures related to a landside development project at Hollywood Casino Baton Rouge.

Additionally, for the year ended December 31, 2021, $8.7 million was incurred on capital project expenditures related to an expansion at Casino Queen.

Term Loan Credit Agreement

On September 2, 2022, GLP Capital entered into a term loan credit agreement (the “Term Loan Credit Agreement”) with Wells Fargo Bank, National Association, as administrative agent (“Term Loan Agent”), and the other agents and lenders party thereto from time to time, providing for a $600 million delayed draw credit facility with a maturity date of September 2, 2027 (the “Term Loan Credit Facility”).

The Term Loan Credit Facility is guaranteed by GLPI.

The availability of loans under the Term Loan Credit Facility is subject to customary conditions, including pro forma compliance with financial covenants, and the receipt by Term Loan Agent of a conditional guarantee of the Term Loan Credit Facility by Bally’s on a secondary basis, subject to enforcement of all remedies against GLP Capital, GLPI and all sources other than Bally’s.

The loans under the Term Loan Credit Facility may be used solely to finance a portion of the purchase price of the acquisition of one or more specified properties of Bally’s in one or a series of related transactions (the “Acquisition”) and to pay fees, costs and expenses incurred in connection therewith.

The Company drew down the entire $600 million Term Loan Credit Facility on January 3, 2023 in connection with the closing of Bally's Biloxi and Bally's Tiverton.

Subject to customary conditions, including pro forma compliance with financial covenants, GLP Capital can obtain additional term loan commitments and incur incremental term loans under the Term Loan Credit Agreement, so long as the aggregate principal amount of all term loans outstanding under the Term Loan Credit Facility does not exceed $1.2 billion plus up to $60 million of transaction fees and costs incurred in connection with the Acquisition.

There is currently no commitment in respect of such incremental loans and commitments.

Interest Rate and Fees

The interest rates per annum applicable to loans under the Term Loan Credit Facility are, at GLP Capital's option, equal to either a SOFR-based rate or a base rate plus an applicable margin, which ranges from 0.85% to 1.7% per annum for SOFR loans and 0.0% to 0.7% per annum for base rate loans, in each case, depending on the credit ratings assigned to the Term Loan Credit Facility.

The current applicable margin is 1.30% for SOFR loans and 0.30% for base rate loans.

In addition, GLP Capital will pay a commitment fee on the unused commitments under the Term Loan Credit Facility at a rate that ranges from 0.125% to 0.3% per annum, depending on the credit ratings assigned to the Credit Facility from time to time.

The current commitment fee rate is 0.25%.

Amortization and Prepayments

The Term Loan Credit Facility is not subject to interim amortization.

GLP Capital is required to prepay outstanding term loans with 100% of the net cash proceeds from the issuance of other debt that is unconditionally guaranteed by GLPI and conditionally guaranteed by Bally’s (“Alternative Acquisition Debt”) that is received by GLPI, GLP Capital or any of their subsidiaries after the funding date of the Term Loan Facility (other than any incremental term loans under the Term Loan Credit Agreement and loans under the Bridge Revolving Facility (as defined below)) except to the extent such net cash proceeds are applied to repaying outstanding loans under the Bridge Revolving Facility.

GLP Capital is not otherwise required to repay any loans under the Term Loan Credit Facility prior to maturity.

GLP Capital may prepay all or any portion of the loans under the Term Loan Credit Facility prior to maturity without premium or penalty, subject to reimbursement of any SOFR breakage costs of the lenders, and may reborrow loans that it has repaid.

Unused commitments under the Term Loan Credit Facility automatically terminate on August 31, 2023.

Certain Covenants and Events of Default

The Term Loan Credit Facility contains customary covenants that, among other things, restrict, subject to certain exceptions, the ability of GLPI and its subsidiaries, including GLP Capital, to grant liens on their assets, incur indebtedness, sell assets, engage in acquisitions, mergers or consolidations, or pay certain dividends and make other restricted payments.

The financial covenants include the following, which are measured quarterly on a trailing four-quarter basis:

(i) maximum total debt to total asset value ratio, (ii) maximum senior secured debt to total asset value ratio, (iii) maximum ratio of certain recourse debt to unencumbered asset value, and (iv) minimum fixed charge coverage ratio.

GLPI is required to maintain its status as a REIT and is permitted to pay dividends to its shareholders as may be required in order to maintain REIT status.

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 Term Loan Credit Facility also contains certain customary affirmative covenants and events of default.

The occurrence and continuance of an event of default, which includes, among others, nonpayment of principal or interest, material inaccuracy of representations and failure to comply with covenants, will enable the lenders to accelerate the loans and terminate the commitments thereunder.

Senior Unsecured Credit Facility

Prior to June 25, 2020, the Company's senior unsecured credit facility (the "Credit Facility"), consisted of a $1,175 million revolving credit facility (the "Revolver") with a maturity date of May 21, 2023, and a $449 million Term Loan A-1 facility with a maturity date of April 28, 2021.

The Company fully drew down on its Revolver in the first quarter of 2020 to increase its liquidity position and repay certain senior unsecured notes as described below.

On June 25, 2020, the Company entered into an amendment to the Credit Facility (as amended, the "Amended Credit Facility") which extended the maturity date of approximately $224 million of outstanding Term Loan A-1 facility borrowings to May 21, 2023, which term loans are now classified as a new tranche of term loans (Term Loans A-2).

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 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 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, 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, 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.

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 Amended Credit Facility.

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 Amended Credit Facility.

At December 31, 2021, the commitment fee rate was 0.25%.

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:

The Company, through GLP Capital, historically had access to a senior unsecured credit facility (the "Amended Credit

Facility") consisting of a $1,175 million revolving credit facility and a $424 million Term Loan A-2 facility.

The Amended Credit Facility was scheduled to mature on May 21, 2023.

On May 13, 2022, GLP Capital terminated its Amended Credit Facility and entered into a credit agreement (the "Credit Agreement") providing for the Initial Revolving Credit Facility maturing in May 2026, plus two six-month extensions at GLP Capital's option.

GLP Capital was the primary obligor under the Amended Credit Facility, which was guaranteed by GLPI and GLP Capital is the primary obligor under the Credit Agreement, which is guaranteed by GLPI.

The Company recorded a debt extinguishment loss of $2.2 million in connection with this transaction.

On September 2, 2022, GLP Capital entered into Amendment No.

1 (the “Amendment”) to the Credit Agreement (as amended, the "Amended Credit Agreement") among GLP Capital, Wells Fargo Bank, National Association, as administrative agent (“Agent”), and the several banks and other financial institutions or entities party thereto.

Pursuant to the Credit Agreement, as amended by the Amendment, GLP Capital has the right, at any time until December 31, 2024, to elect to re-allocate up to $700 million in existing revolving commitments under the Credit Agreement to a new revolving credit facility (the “Bridge Revolving Facility” and, collectively with the Initial Revolving Credit Facility, the "Revolver").

Loans under the Bridge Revolving Facility are subject to 1% amortization per annum.

Amounts repaid under the Bridge Revolving Facility cannot be reborrowed and the corresponding commitments are automatically re-allocated to the existing revolving facility under the Amended Credit Agreement.

GLP Capital is required to prepay the loans under the Bridge Revolving Facility with 100% of the net cash proceeds from the issuance of Alternative Acquisition Debt that is received by GLPI, GLP Capital or any of their subsidiaries (other than any term loans under the Term Loan Credit Agreement and any loans under the Bridge Revolving Facility).

Any outstanding commitments under the Bridge Revolving Facility that have not been borrowed by December 31, 2024 are automatically re-allocated to the existing revolving facility under the Credit Agreement.

GLP Capital's ability to borrow under the Bridge Revolving Facility is subject to certain conditions including pro forma compliance with GLP Capital's financial covenants, as well as the receipt by Agent of a conditional guarantee of the loans under the Bridge Revolving Facility by Bally’s on a secondary basis, subject to enforcement of all remedies against GLP Capital, GLPI and all sources other than Bally’s.

Loans under the Bridge Revolving Facility will not be treated pro rata with loans under the existing revolving credit facility.

At December 31, 2022, no amounts were outstanding under the Amended Credit Agreement.

Additionally, at December 31, 2022, the Company was contingently obligated under letters of credit issued pursuant to the Credit Agreement with face amounts aggregating approximately $0.4 million, resulting in $1,749.6 million of available borrowing capacity under the Amended Credit Agreement as of December 31, 2022.

The interest rates payable on the loans borrowed under the Revolver are, at GLP Capital's option, equal to either a SOFR based rate or a base rate plus an applicable margin, which ranges from 0.725% to 1.40% per annum for SOFR loans and 0.0% to 0.4% per annum for base rate loans, in each case, depending on the credit ratings assigned to the Credit Agreement.

The current applicable margin is 1.05% for SOFR loans and 0.05% for base rate loans.

Notwithstanding the foregoing, in no event shall the base rate be less than 1.00%.

In addition, GLP Capital will pay a facility fee on the commitments under the revolving facility, regardless of usage, at a rate that ranges from 0.125% to 0.3% per annum, depending on the credit rating assigned to the Credit Agreement from time to time.

The current facility fee rate is 0.25%.

The Credit Agreement is not subject

to interim amortization except with respect to the Bridge Revolving Facility.

GLP Capital is not required to repay any loans under the Credit Agreement prior to maturity except as set forth above with respect to the Bridge Revolving Facility.

GLP Capital may prepay all or any portion of the loans under the Credit Agreement prior to maturity without premium or penalty, subject to reimbursement of any SOFR breakage costs of the lenders and may reborrow loans that it has repaid.

The Amended Credit Facility includes 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.

8 unchanged sentences

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.

The proceeds were used to partially finance the Company's acquisition of certain real estate assets in the Cordish transaction.

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.

1 unchanged sentence

On August 18, 2020, the Company issued an additional $200 million of 4.00% senior unsecured notes due January 2031 at an issue price equal to 103.824% of the principal amount to repay Term Loan A-1 indebtedness, incurring a loss on the early extinguishment of debt of $0.8 million, related to debt issuance write-offs.

These bond offerings have extended the maturities of our long-term debt.

On August 29, 2019, the Company issued $400 million of 3.35% Senior Unsecured Notes maturing on September 1, 2024 at an issue price equal to 99.899% of the principal amount (the "2024 Notes") and $700 million of 4.00% Senior Unsecured Notes maturing on January 15, 2030 at an issue price equal to 99.751% of the principal amount (the "2030 Notes").

Interest on the 2024 Notes is payable semi-annually on March 1 and September 1 of each year, commencing on March 1, 2020.

Interest on the 2030 Notes is payable semi-annually on January 15 and July 15 of each year, commencing on January 15, 2020.

The net proceeds from the sale of the 2024 Notes and 2030 Notes were used to (i) finance the Company's cash tender offer to purchase its 4.875% Senior Unsecured Notes due 2020 (described below), (ii) repay outstanding borrowings under the Company's revolving credit facility and (iii) repay a portion of the outstanding borrowings under the Company's Term Loan A-1 facility.

On September 12, 2019, the Company completed a cash tender offer (the "2019 Tender Offer") to purchase its $1,000 million aggregate principal amount 4.875% Senior Unsecured Notes due 2020 (the "2020 Notes").

The Company received early tenders from the holders of approximately $782.6 million in aggregate principal of the 2020 Notes, or approximately 78% of its outstanding 2020 Notes, in connection with the 2019 Tender Offer at a price of 102.337% of the unpaid principal amount plus accrued and unpaid interest through the settlement date.

Subsequent to the early tender deadline, an additional $2.2 million in aggregate principal of the 2020 Notes 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.

The Company recorded a loss on the early extinguishment of debt related to the 2019 Tender Offer, of approximately $21.0 million, for the difference between the reacquisition price of the tendered 2020 Notes and their net carrying value.

These bond offerings extended the maturities of our long-term debt.

The Company may redeem the Senior Notes of any series at any time, and from time to time, at a redemption price of 100% of the principal amount of the Senior Notes redeemed, plus a "make-whole" redemption premium described in the indenture governing the Senior Notes, together with accrued and unpaid interest to, but not including, the redemption date, except that if Senior Notes of a series are redeemed 90 or fewer days prior to their maturity, the redemption price will be 100% of the principal amount of the Senior Notes redeemed, together with accrued and unpaid interest to, but not including, the redemption date.

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The Senior Notes were issued by GLP Capital and GLP Financing II, Inc.

(the "Issuers"), two wholly-owned subsidiaries of GLPI both of which are consolidated by GLPI, and are guaranteed on a senior unsecured basis by GLPI which such guarantees are full and unconditional.

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

GLPI is not subject to any material or significant restrictions on its ability to obtain funds from its subsidiaries through dividends or loans or to transfer assets from such subsidiaries, except as provided by applicable law and the covenants listed below.

None of GLPI's other subsidiaries guarantee the Senior Notes.

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

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federal corporate income tax does not apply to earnings that we distribute.

Such distributions generally can be made with cash and/or a combination of cash and Company common stock if certain requirements are met.

To the extent that we satisfy this distribution requirement and qualify for taxation as a REIT but distribute less than 100% of our REIT taxable income, determined without regard to the dividends paid deduction and including any net capital gains, we will be subject to U.S.

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We intend to make distributions to our shareholders to comply with the REIT requirements of the Code.

LIBOR Transition

The majority of our debt is at fixed rates and our exposure to variable interest rates is currently limited to our Revolver and our Term Loan A-2.

Both of these debt instruments are indexed to LIBOR which is expected to be phased out through mid-2023.

The discontinuance of LIBOR would affect our interest expense and earnings.

The borrowings under our Amended Credit Facility will be subject to the expected LIBOR transition.

LIBOR is currently expected to transition to a new standard rate, the Secured Overnight Financing Rate (“SOFR”).

We are currently monitoring the transition and cannot be certain whether SOFR will become the standard rate for our variable rate debt.

Based on our current level of operations and anticipated earnings, we believe that cash generated from operations and cash on hand, together with amounts available under our Amended Credit Facility, will be adequate to meet our anticipated debt service requirements, pending acquisition costs for our Pennsylvania transactions with Cordish that will total approximately $698 million, inclusive of estimated real estate transfer taxes and fees (of which $575 million will require cash with the remainder funded in additional operating units) and the $150 million purchase price for the real estate of Bally's Black Hawk and Rock Island properties, capital expenditures, working capital needs and dividend requirements.

Additionally, we anticipate the sale of the non-land real estate assets at Tropicana Las Vegas to Bally's will result in $150.0 million of proceeds.

In addition, we expect the majority of our future growth to come from acquisitions of gaming and other properties to lease to third parties.

If we consummate significant acquisitions in the future, our cash requirements may increase significantly and we would likely need to raise additional proceeds through a combination of either common equity (including under our ATM Program), issuance of additional operating partnership units, and/or debt offerings.

In addition, although we have no significant debt maturities in 2022, the Company intends to refinance its Amended Credit Facility and certain senior unsecured note obligations in advance of their maturity dates in 2023.

To the extent any of the Company's taxable income was not previously distributed, the Company will make a dividend declaration pursuant to Section 858(a)(1) of the Code, allowing the Company to treat certain dividends that are to be distributed after the close of a taxable year as having been paid during the taxable year.

Based on our current level of operations and anticipated earnings, we believe that cash generated from operations and cash on hand, together with amounts available under our Amended Credit Agreement of $1.75 billion, will be adequate to meet our anticipated debt service requirements, capital expenditures, working capital needs and dividend requirements.

In late December 2022, the Company refreshed its ATM capacity to $1 billion (the "2022 ATM Program").

As of December 31, 2022, the Company had $1 billion remaining for issuance under the 2022 ATM Program.

Additionally, the Company also entered into the Term Loan Credit Agreement for up to $600 million in funding which was accessed in connection with the January 3, 2023 acquisition of the real property assets of Bally's Tiverton and Bally's Biloxi.

In August 2022, the Company entered into a forward sale agreement (the "August 2022 Forward Sale Agreement"), for up to $105 million that will require settlement by August 19, 2023.

No amounts have been or will be recorded on the Company's balance sheet with respect to the August 2022 Forward Sale Agreement until settlement.

The Company settled the August 2022 Forward Sale Agreement in February 2023 and utilized the net proceeds of $64.6 million to partially fund the redemption of the $500 million, 5.375% Notes that were redeemed on February 12, 2023.

We expect the majority of our future growth to come from acquisitions of gaming and other properties to lease to third parties.

If we consummate significant acquisitions in the future, our cash requirements may increase significantly and we would likely need to raise additional proceeds through a combination of either common equity (including under our 2022 ATM Program), issuance of additional OP Units, and/or debt offerings.

In addition, as described above, the Company redeemed its 5.375% Notes.

Our future operating performance and our ability to service or refinance our debt will be subject to future economic conditions and to financial, business and other factors, many of which are beyond our control.

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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 7. Management’s Discussion and Analysis