What changed in this filing

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Item 2. Management’s Discussion and Analysis

2023-10-26 compared with 2023-07-27 · 153 added, 121 removed, 442 unchanged (38% of the section changed)

25 unchanged sentences

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 June 30, 2023, GLPI's portfolio consisted of interests in 59 gaming and related facilities, the real property associated with 34 gaming and related facilities operated by PENN, the real property associated with 7 gaming and related facilities operated by Caesars Entertainment Corporation ("Caesars"), the real property associated with 4 gaming and related facilities operated by Boyd Gaming Corporation ("Boyd"), the real property associated with 9 gaming and related facilities operated by Bally's, the real property associated with 2 gaming and related facilities operated by Casino Queen and the real property associated with 3 gaming and related facilities operated by Cordish.

As of September 30, 2023, GLPI's portfolio consisted of interests in 61 gaming and related facilities, the real property associated with 34 gaming and related facilities operated by PENN, the real property associated with 7 gaming and related facilities operated by Caesars Entertainment Corporation ("Caesars"), the real property associated with 4 gaming and related facilities operated by Boyd Gaming Corporation ("Boyd"), the real property associated with 9 gaming and related facilities operated by Bally's, the real property associated with 3 gaming and related facilities operated by Casino Queen, the real property associated with 3 gaming and related facilities operated by Cordish and 1 facility under development that is intended to be managed by Hard Rock.

These facilities, including our corporate headquarters building, are geographically diversified across 18 states and contain approximately 28.7 million square feet.

As of June 30, 2023, our properties were 100% occupied.

As of September 30, 2023, our properties were 100% occupied.

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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GLPI may have the opportunity to fund additional amounts of the construction under certain circumstances.

In addition, the LOI provides that the transaction will be subject to customary approvals and other conditions, including, without limitation, the approval of the MLB owners to relocate the Team on or before December 1, 2023, and certain approvals by the Nevada Gaming Control Board and Nevada Gaming Commission.

In addition, the LOI provides that the transaction will be subject to customary

approvals and other conditions, including, without limitation, the approval of the MLB owners to relocate the Team on or before December 1, 2023, and certain approvals by the Nevada Gaming Control Board and Nevada Gaming Commission.

Morgantown Lease

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

Additionally, the Company will complete the current landside development project that is in process which is expected to be completed in late August 2023 and the rent under the Casino Queen Master Lease will be adjusted upon opening to reflect a yield of 8.25% on GLPI's project costs which are anticipated to approximate $78 million.

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.

Additionally, the Company's landside development project at Casino Queen Baton Rouge was completed in late August 2023 and the rent under the Casino Queen Master Lease was adjusted upon opening to reflect a yield of 8.25% on GLPI's project costs of $77 million.

The Company also acquired the land and certain improvements at Casino Queen Marquette for $32.72 million on September 6, 2023.

The annual rent on the Casino Queen Master Lease was increased by $2.7 million for this acquisition.

Additionally, the Company anticipates funding certain construction costs of a landside development project at Casino Queen Marquette that is expected to be completed by December 31, 2024 for an amount not to exceed $12.5 million.

Maryland Live!

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(1) all facility maintenance, (2) all insurance required in connection with the leased properties and the business conducted on the leased properties, including coverage of the landlord's interests, (3) taxes levied on or with respect to the leased properties (other than taxes on the income of the lessor) and (4) all utilities and other services necessary or appropriate for the leased properties and the business conducted on the leased properties.

Additionally, in accordance with Accounting Standards Codification ("ASC") 842, we record revenue for the ground lease rent paid by our tenants with an offsetting expense in land rights and ground lease expense within the Condensed Consolidated Statements of Income as we have concluded that as the lessee we are the primary obligor under the ground leases.

Consolidated Statements of Income as we have concluded that as the lessee we are the primary obligor under the ground leases.

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

Rockford Lease

On August 29, 2023, the Company acquired the land associated with the Hard Rock Casino development project in Rockford, IL from an affiliate of 815 Entertainment, LLC (together, "815 Entertainment") for $100.0 million.

Simultaneously with the land acquisition, GLPI entered into a ground lease with 815 Entertainment for a 99 years term.

The initial annual rent for the ground lease is $8.0 million, subject to fixed 2% annual escalation beginning with the lease's first anniversary and for the entirety of its term (the "Rockford Lease").

In addition to the Rockford Lease, the Company has also committed to providing up to $150 million of development funding via a senior secured delayed draw term loan (the "Rockford Loan").

Any borrowings under the Rockford Loan will be subject to an interest rate of 10%.

The term loan has a draw period of up to 1 year and a maximum outstanding period of up to 6 years (5-year initial term with a 1-year extension).

The Rockford Loan is prepayable without penalty following the opening of the Hard Rock Casino in Rockford, IL, which is expected in September 2024.

The Rockford Loan advances are subject to typical construction lending terms and conditions.

As of September 30, 2023, $40 million was advanced and outstanding under the Rockford Loan.

Additionally, the Company also received a right of first refusal on the building improvements of the Hard Rock Casino in Rockford, IL if there is a future decision to sell them once completed.

Executive Summary

Financial Highlights

We reported total revenues and income from operations of $356.6 million and $238.3 million, respectively, for the three months ended June 30, 2023, compared to $326.5 million and $237.1 million, respectively, for the corresponding period in the prior year.

For the six months ended June 30, 2023, we reported total revenues and income from operations of $711.8 million and $505.1 million, respectively, compared to $641.5 million and $436.9 million, respectively, for the corresponding period in the prior year.

The major factors affecting our results for the three and six months ended June 30, 2023, as compared to the three and six months ended June 30, 2022, were as follows:

• Total income from real estate increased by $30.1 million to $356.6 million for the three months ended June 30, 2023 compared to $326.5 million for the corresponding period in the prior year.

The reason for the increase was primarily due to our recent acquisitions which in the aggregate increased cash rental income by $14.8 million for the three months ended June 30, 2023.

Additionally, the three months ended June 30, 2023 benefited by $3.7 million compared to the corresponding period in the prior year from escalations on our leases.

We reported total revenues and income from operations of $359.6 million and $268.3 million, respectively, for the three months ended September 30, 2023, compared to $333.8 million and $317.6 million, respectively, for the corresponding period in the prior year.

For the nine months ended September 30, 2023, we reported total revenues and income from operations of $1,071.4 million and $773.4 million, respectively, compared to $975.3 million and $754.5 million, respectively, for the corresponding period in the prior year.

The major factors affecting our results for the three and nine months ended September 30, 2023, as compared to the three and nine months ended September 30, 2022, were as follows:

• Total income from real estate increased by $25.7 million to $359.6 million for the three months ended September 30, 2023 compared to $333.8 million for the corresponding period in the prior year.

The reason for the increase was primarily due to our recent acquisitions which in the aggregate increased cash rental income by $16.2 million for the three months ended September 30, 2023.

Additionally, the three months ended September 30, 2023 benefited by $3.8 million compared to the corresponding period in the prior year from escalations on our leases.

The Company also recognized higher accretion of $0.6 million on its Investment in leases, financing receivables and favorable straight-line rent adjustments of $5.9 million compared to the corresponding period in the prior year.

The Company had higher ground rent income of $0.3 million due primarily from the additions to the Bally's Master Lease.

Finally, the Company had unfavorable variable rents of $0.7 million for the three months ended June 30, 2023 compared to the corresponding period in the prior year.

• Total income from real estate increased by $70.3 million for the six months ended June 30, 2023 compared to the corresponding period in the prior year.

The reason for the increase was primarily due to our recent acquisitions which in the aggregate increased cash rental income by $40.6 million for the six months ended June 30, 2023.

Additionally, the six months ended June 30, 2023 benefited by $7.3 million compared to the corresponding period in the prior year from escalations on our leases.

The Company had favorable variable rent of $0.4 million for the six months ended June 30, 2023 compared to the corresponding period in the prior year.

Finally, the Company had unfavorable variable rents of $0.8 million for the three months ended September 30, 2023 compared to the corresponding period in the prior year.

• Total income from real estate increased by $96.1 million for the nine months ended September 30, 2023 compared to the corresponding period in the prior year.

The reason for the increase was primarily due to our recent acquisitions which in the aggregate increased cash rental income by $56.8 million for the nine months ended September 30, 2023.

Additionally, the nine months ended September 30, 2023 benefited by $11.1 million compared to the corresponding period in the prior year from escalations on our leases.

The Company also recognized higher accretion of $2.7 million on its Investments in leases, financing receivables and favorable straight-line rent adjustments of $24.9 million compared to the corresponding period in the prior year.

Finally, the Company had higher ground rent income of $1.4 million due primarily from the additions to the Bally's Master Lease.

• Total operating expenses increased by $28.9 million for the three months ended June 30, 2023 as compared to the corresponding period in the prior year.

This was primarily due to the change in the provision for credit losses, net, which increased by $25.8 million during the three months ended June 30, 2023 to $28.1 million.

The provision increase was the result of a decline in the estimated real estate values underlying the Company's Investment in leases, financing receivables.

These values are estimated based on long term projections of the Commercial Real Estate Price Index which, as of June 30, 2023, declined and are anticipated to remain at depressed levels for several quarters based on the third party economic forecast the Company utilizes to calculate its reserve.

Depreciation expense for the three months ended June 30, 2023 increased by $5.8 million compared to the corresponding period in the prior year due to our recent acquisitions that were added to the Bally's Master Lease as well as higher depreciation expense related to the building assets at the Company's Joliet and Aurora properties.

In connection with the recent transaction with PENN, new facilities are expected to be developed that would replace these existing locations.

As a result, the Company decreased the useful life assumption of these two assets to reflect the expected opening date of the new projects.

Partially offsetting these increases was an impairment charge of $3.3 million for the three months ended June 30, 2022 that was related to an agreement to sell excess land at a price less than its carrying value.

• Total operating expenses increased by $2.1 million for the six months ended June 30, 2023 as compared to the corresponding period in the prior year.

Depreciation expense for the six months ended June 30, 2023 increased by $12.2 million compared to the corresponding period in the prior year due to our recent acquisitions that were added to the Bally's Master Lease as well as higher depreciation expense related to the building assets at the Company's Joliet and Aurora properties.

Partially offsetting these favorable variances was lower variable rent of $0.7 million for the nine months ended September 30, 2023 compared to the corresponding period in the prior year.

• Total operating expenses increased by $75.0 million for the three months ended September 30, 2023 as compared to the corresponding period in the prior year.

This was primarily due to the prior year sale of the Tropicana Las Vegas building asset to Bally's that closed on September 26, 2022 which resulted in a pre-tax gain of $67.4 million.

Additionally, the provision for credit losses, net, increased by $1.6 million during the three months ended September 30, 2023.

The provision increase was the result of the origination of the Rockford Loan and Rockford

Lease during the third quarter of 2023, partially offset by a reversals associated with reserves associated with the Maryland Live!

Lease and the Pennsylvania Live!

Master Lease.

The benefit recorded on these two leases was the result of an improvement in the long term projections of the Commercial Real Estate Price Index as of September 30, 2023, compared to June 30, 2023 which lowered their expected losses.

Depreciation expense for the three months ended September 30, 2023 increased by $6.0 million compared to the corresponding period in the prior year due to our recent acquisitions that were added to the Bally's Master Lease and Casino Queen Master Lease as well as higher depreciation expense related to the building assets at the Company's Joliet and Aurora properties and Casino Queen Baton Rouge which opened in late August 2023.

In connection with the recent transaction with PENN, new facilities are expected to be developed that would replace these existing locations.

As a result, the Company decreased the useful life assumption of these two assets to reflect the expected opening date of the new projects.

The provision for credit losses, net, decreased by $6.5 million for the six months ended June 30, 2023 as compared to the corresponding period in the prior year.

The six months ended June 30, 2022 provision of $28.9 million was driven primarily by the initial reserve established for the Pennsylvania Live!

Master Lease which was originated on March 1, 2022.

Although the three

months ended June 30, 2023 included a significant provision as explained above, the first quarter of 2023 included a benefit of $5.7 million which was primarily attributable to improved performance at the properties underlying the Pennsylvania Live!

Partially offsetting these increases was a property transfer tax recovery of $2.2 million for the three months ended September 30, 2023 related to the Pennsylvania Live!

Master Lease.

The Company also had lower land rights and ground lease expense of $1.5 million for the six months ended June 30, 2023 as the prior year included $2.7 million of accelerated land right amortization as the Company donated a portion of the land underlying a ground lease which was partially offset by the full quarter impact of a ground lease in the Pennsylvania Live!

Master Lease which became effective March 1, 2022, as well as new ground leases acquired in the first quarter 2023 acquisition of the real property assets of Bally's Biloxi.

Finally, general and administrative expenses increased by $1.1 million which is primarily attributable to higher stock based compensation charges and the six months ended June 30, 2022 included an impairment charge of $3.3 million related to an agreement to sell excess land at a price less than its carrying value.

• Other expenses decreased by $2.2 million and $2.5 million for the three and six months ended June 30, 2023, due to higher interest income of $1.2 million and $5.4 million because of higher variable market interest rates earned on our cash balances, which was partially offset by higher interest expense of $1.1 million and $4.6 million, respectively, associated with the Company's increased borrowings that are primarily fixed in nature to fund our recent acquisitions.

Finally, debt extinguishment charges of $0.6 million were recorded during the six months ended June 30, 2023 compared with charges of $2.2 million for the three and six months ended June 30, 2022.

• Net income increased by $4.4 million and $71.3 million for the three and six months ended June 30, 2023, as compared to the corresponding periods in the prior year, primarily due to the variances explained above as well as changes in income tax expense resulting from provision to return adjustments recorded in the prior year.

• Total operating expenses increased by $77.1 million for the nine months ended September 30, 2023 as compared to the corresponding period in the prior year.

This was primarily due to the prior year sale of the Tropicana Las Vegas building asset to Bally's that closed on September 26, 2022 which resulted in a pre-tax gain of $67.4 million.

Depreciation expense for the nine months ended September 30, 2023 increased by $18.2 million compared to the corresponding period in the prior year due to our recent acquisitions that were added to the Bally's Master Lease as well as higher depreciation expense related to the building assets at the Company's Joliet and Aurora properties as explained above.

The provision for credit losses, net, decreased by $4.8 million for the nine months ended September 30, 2023 as compared to the corresponding period in the prior year.

The nine months ended September 30, 2022 provision of $28.9 million was driven primarily by the initial reserve established for the Pennsylvania Live!

Master Lease which was originated on March 1, 2022.

The nine months ended September 30, 2023 included the previously mentioned property transfer tax recovery of $2.2 million whereas the corresponding period in the prior year included an impairment charge of $3.3 million related to the sale of excess land.

• Other expenses increased by $2.4 million and $0.1 million for the three and nine months ended September 30, 2023, due to higher interest expense of $3.2 million and $7.8 million, respectively, associated with the Company's increased borrowings to fund our recent acquisitions, partially offset by higher interest income of $0.8 million and $6.2 million because of higher variable market interest rates earned on our cash balances.

Finally, debt extinguishment charges of $0.6 million were recorded during the nine months ended September 30, 2023 compared with charges of $2.2 million for the nine months ended September 30, 2022.

• Income tax expense decreased by $14.8 million and $15.4 million for the three and nine months ended September 30, 2023, as compared to the corresponding periods in the prior year primarily from the tax provision related to the Tropicana building asset sale to Bally's in the prior year.

• Net income decreased by $36.9 million and increased by $34.4 million for the three and nine months ended September 30, 2023, as compared to the corresponding periods in the prior year, primarily due to the variances explained above.

Critical Accounting Estimates

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For further information on our critical accounting estimates, see Item 7.

"Management’s Discussion and Analysis of Financial Condition and Results of Operations" and the Notes to our audited consolidated financial statements included in our most recent Annual Report.

There has been no material change to these estimates for the three and six months ended June 30, 2023.

"Management’s Discussion and Analysis of Financial Condition and Results of Operations" and the Notes to our audited consolidated financial statements included in our

most recent Annual Report.

There has been no material change to these estimates for the three and nine months ended September 30, 2023.

Results of Operations

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

• 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.

• We have announced or closed numerous transactions recently 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 pursuant to three master leases and a single property lease and account for a significant portion of our revenue.

• The risks related to economic conditions, including recent stress in the banking sector, 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 risks related to economic conditions, including recent stress in the banking sector, high inflation levels (that have been negatively impacted by the armed conflict between Russia and Ukraine and may be further impacted by recent events in the Middle East) 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, including any changes proposed and implemented by the current administration, with or without retroactive application, could materially and adversely affect GLPI and its investors.

The consolidated results of operations for the three and six months ended June 30, 2023 and 2022 are summarized below:

Three Months Ended June 30, Six Months Ended June 30,

The consolidated results of operations for the three and nine months ended September 30, 2023 and 2022 are summarized below:

Three Months Ended September 30, Nine Months Ended September 30,

2023 2022 2023 2022

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other depreciation;

amortization of land

amortization of land rights;

accretion on investment in leases, financing receivables;

non-cash adjustments to financing lease liabilities;

property transfer tax recoveries;

impairment charges;

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non-cash adjustments to financing lease liabilities;

property transfer tax recoveries;

impairment charges;

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Our presentation of these measures does not replace the presentation of our financial results in accordance with GAAP.

The reconciliation of the Company’s net income per GAAP to FFO, AFFO, and Adjusted EBITDA for the three and six months ended June 30, 2023 and 2022 is as follows:

The reconciliation of the Company’s net income per GAAP to FFO, AFFO, and Adjusted EBITDA for the three and nine months ended September 30, 2023 and 2022 is as follows:

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2023 2022 2023 2022

1 unchanged sentence

Net income $ 189,307 $ 226,219 $ 538,114 $ 503,698

(Gains) or losses from dispositions of property, net of tax — — — (51)

Gains from dispositions of property, net of tax (22) (52,793) (22) (52,844)

Real estate depreciation 65,155 59,416 195,494 177,569

10 unchanged sentences

Losses on debt extinguishment — — 556 2,189

Impairment charge on land — 3,298 — 3,298

Recovery of property transfer tax and impairment charge (2,187) — (2,187) 3,298

Capital maintenance expenditures (17) (66) (25) (102)

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Adjusted EBITDA $ 327,079 $ 308,795 $ 975,684 $ 909,656

Net income, FFO, AFFO and Adjusted EBITDA were $160.1 million, $225.4 million, $250.4 million, and $325.5 million for the three months ended June 30, 2023.

Net income, FFO, AFFO and Adjusted EBITDA were $189.3 million, $254.4 million, $251.2 million, and $327.1 million for the three months ended September 30, 2023.

This compares to net income, FFO, AFFO and Adjusted EBITDA of $226.2 million, $232.8 million, $235.0 million and $308.8 million for the corresponding period in the prior year.

The increase in net income was primarily attributable to the previously explained variances in total revenues which increased by $30.1 million, lower other expenses of $2.2 million, partially offset by higher operating expenses of $28.9 million as compared to the corresponding period in the prior year.

Net income, FFO, AFFO and Adjusted EBITDA were $348.8 million, $479.1 million, $499.1 million, and $648.6 million for the six months ended June 30, 2023.

The decrease in net income of $36.9 million was primarily attributable to the previously explained variances which increased operating expenses by $75.0 million and higher other expenses of $2.4 million, partially offset by the increase in total revenues of $25.7 million and lower income taxes of $14.8 million.

Net income, FFO, AFFO and Adjusted EBITDA were $538.1 million, $733.6 million, $750.2 million, and $975.7 million for the nine months ended September 30, 2023.

This compares to net income, FFO, AFFO and Adjusted EBITDA of $503.7 million, $628.4 million, $685.2 million and $909.7 million for the corresponding period in the prior year.

The increase in net income was primarily attributable to the previously explained variances in total revenues which increased by $70.3 million and lower other expenses of $2.5 million, partially offset by higher operating expenses of $2.1 million as compared to the corresponding period in the prior year.

The increases in FFO for the three and six months ended June 30, 2023 were due to the items described above, excluding gains from dispositions of property and real estate depreciation.

The increase in net income of $34.4 million was primarily attributable to the previously explained variances in total revenues which increased by $96.1 million and lower income taxes of $15.4 million, partially offset by higher operating expenses of $77.1 million as compared to the corresponding period in the prior year.

The increases in FFO for the three and nine months ended September 30, 2023 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, as well as the adjustments mentioned in the tables above.

Revenues for the three and six months ended June 30, 2023 and 2022 were as follows (in thousands):

Three Months Ended June 30, Percentage

Revenues for the three and nine months ended September 30, 2023 and 2022 were as follows (in thousands):

Three Months Ended September 30, Percentage

2023 2022 Variance Variance

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Interest income from real estate 38,332 37,039 1,293 3.5 %

Interest income from real estate loans 22 — 22 N/A

Total income from real estate

$ 359,560 $ 333,818 $ 25,742 7.7 %

Six Months Ended June 30, Percentage

Nine Months Ended September 30, Percentage

2023 2022 Variance Variance

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Interest income from real estate 112,931 101,167 11,764 11.6 %

Interest income from real estate loans 22 — 22 N/A

Total income from real estate

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Total income from real estate

• Total income from real estate increased by $30.1 million to $356.6 million for the three months ended June 30, 2023 compared to $326.5 million for the corresponding period in the prior year.

The reason for the increase was primarily due to our recent acquisitions which in the aggregate increased cash rental income by $14.8 million for the three months ended June 30, 2023.

Additionally, the three months ended June 30, 2023 benefited by $3.7 million compared to the corresponding period in the prior year from escalations on our leases.

• Total income from real estate increased by $25.7 million to $359.6 million for the three months ended September 30, 2023 compared to $333.8 million for the corresponding period in the prior year.

The reason for the increase was primarily due to our recent acquisitions which in the aggregate increased cash rental income by $16.2 million for the three months ended September 30, 2023.

Additionally, the three months ended September 30, 2023 benefited by $3.8 million compared to the corresponding period in the prior year from escalations on our leases.

The Company had higher ground rent income of $0.3 million due primarily from the additions to the Bally's Master Lease.

Finally, the Company had unfavorable variable rent of $0.7 million for the three months ended June 30, 2023 compared to the corresponding period in the prior year.

The Company anticipates that annual percentage rent will decline by approximately $5 million to $6 million and annual building base rent will increase by $4.2 million on the Amended Penn Master Lease effective November 1, 2023, resulting in an overall reduction in 2023 rental income of between $0.1 million to $0.3 million.

• Total income from real estate increased by $70.3 million for the six months ended June 30, 2023.

The reason for the increase was due primarily to our recent acquisitions which in the aggregate increased cash rental income by $40.6 million for the six months ended June 30, 2023.

Additionally, the six months ended June 30, 2023 benefited by $7.3 million compared to the corresponding period in the prior year from escalations on our leases.

The Company had favorable variable rent of $0.4 million for the six months ended June 30, 2023 compared to the corresponding period in the prior year.

Finally, the Company had unfavorable variable rent of $0.8 million for the three months ended September 30, 2023 compared to the corresponding period in the prior year.

• Total income from real estate increased by $96.1 million for the nine months ended September 30, 2023.

The reason for the increase was due primarily to our recent acquisitions which in the aggregate increased cash rental income by $56.8 million for the nine months ended September 30, 2023.

Additionally, the nine months ended September 30, 2023 benefited by $11.1 million compared to the corresponding period in the prior year from escalations on our leases.

Finally, the Company had higher ground rent income of $1.4 million due primarily from the additions to the Bally's Master Lease.

Details of the Company's income from real estate for the three and six months ended June 30, 2023 was as follows (in thousands)

Three Months Ended June 30, 2023 Building base rent Land base rent Percentage rent Total cash income Straight-line rent adjustments Ground rent in revenue Accretion on financing leases Other rental revenue Total income from real estate

Partially offsetting these favorable variances was lower variable rent of $0.7 million for the nine months ended September 30, 2023 compared to the corresponding period in the prior year.

Details of the Company's income from real estate for the three and nine months ended September 30, 2023 was as follows (in thousands)

Three Months Ended September 30, 2023 Building base rent Land base rent Percentage rent and other rental revenue Interest income on real estate loans Total cash income Straight-line rent adjustments Ground rent in revenue Accretion on financing leases Total income from real estate

Amended PENN Master Lease $ 52,049 $ 10,758 $ 7,705 $ — $ 70,512 $ (3,273) $ 557 $ — $ 67,796

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Tropicana Las Vegas Lease — 2,628 — — 2,628 — — — 2,628

Rockford Lease — 711 — — 711 — — 159 870

Rockford Loan — — — 22 22 — — — 22

Total $ 276,374 $ 42,035 $ 17,790 $ 22 $ 336,221 $ 8,942 $ 8,584 $ 5,813 $ 359,560

Six Months Ended June 30, 2023 Building base rent Land base rent Percentage rent Total cash income Straight-line rent adjustments Ground rent in revenue Accretion on financing leases Other rental revenue Total income from real estate

Nine Months Ended September 30, 2023 Building base rent Land base rent Percentage rent and other rental revenue Interest income on real estate loans Total cash income Straight-line rent adjustments Ground rent in revenue Accretion on financing leases Total income from real estate

Amended PENN Master Lease $ 156,146 $ 32,276 $ 23,041 $ — $ 211,463 $ (9,820) $ 1,735 $ — $ 203,378

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Tropicana Las Vegas Lease — 7,878 — — 7,878 — — — 7,878

Rockford Lease — 711 — — 711 — — 159 870

Rockford Loan — — — 22 22 — — — 22

Total $ 824,150 $ 124,680 $ 53,449 $ 22 $ 1,002,301 $ 26,445 $ 25,811 $ 16,806 $ 1,071,363

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Operating expenses

Operating expenses for the three and six months ended June 30, 2023 and 2022 were as follows (in thousands):

Three Months Ended June 30, Percentage

Operating expenses for the three and nine months ended September 30, 2023 and 2022 were as follows (in thousands):

Three Months Ended September 30, Percentage

2023 2022 Variance Variance

1 unchanged sentence

General and administrative 13,600 12,060 1,540 12.8 %

Gains from dispositions (22) (67,430) 67,408 (100.0) %

Depreciation 65,846 59,887 5,959 10.0 %

Property transfer tax recovery (2,187) — (2,187) N/A

Provision for credit losses 1,613 (19) 1,632 (8,589.5) %

Total operating expenses $ 91,256 $ 16,252 $ 75,004 461.5 %

Six Months Ended June 30, Percentage

Nine Months Ended September 30, Percentage

2023 2022 Variance Variance

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Depreciation 197,131 178,980 18,151 10.1 %

Impairment charge on land — 3,298 (3,298) (100.0)

Property transfer tax recovery and impairment charge (2,187) 3,298 (5,485) (166.3)

Provision for credit losses 24,012 28,859 (4,847) (16.8) %

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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 $0.2 million and decreased by $1.5 million for the three and six months ended June 30, 2023, as compared to the corresponding period in the prior year.

The decrease for the six months ended June 30, 2023 is the result of a $2.7 million accelerated write-off due to a partial donation of leased land which occurred during the three month period ended March 31, 2022.

Land rights and ground lease expense increased by $0.7 million and decreased by $0.9 million for the three and nine months ended September 30, 2023, as compared to the corresponding period in the prior year.

The increase for the three month period ended September 30, 2023 was the result of new ground leases acquired in connection with the January 3, 2023 acquisition of the real property assets of Bally's Biloxi.

The decrease for the nine months ended September 30, 2023 was the result of a $2.7 million accelerated write-off due to a partial donation of leased land which occurred during the nine month period ended September 30, 2022.

Partially offsetting this decrease was the full quarter impact of a ground lease in the Pennsylvania Live!

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General and administrative expenses include items such as compensation costs (including stock based compensation), professional services and costs associated with development activities.

General and administrative expenses increased by $0.4 million and $1.1 million for the three and six months ended June 30, 2023 as compared to the corresponding period in the prior year.

The reason for the increases was primarily due to higher stock based compensation expense for the three and six months ended June 30, 2023 of $0.7 million and $0.9 million, respectively.

Impairment charge on land

During the three months ended June 30, 2022, the Company entered into an agreement to sell excess land and incurred a loss of $3.3 million as the anticipated proceeds that were received in the third quarter of 2022 were less than the carrying value of the asset.

Depreciation expense increased by $5.8 million and $12.2 million for the three and six months ended June 30, 2023 as compared to the corresponding period in the prior year due to the Company's additions to the Bally's Master Lease as well as higher depreciation expense due to shortening the useful life assumptions at our properties at Joliet and Aurora as mentioned previously.

General and administrative expenses increased by $1.5 million and $2.7 million for the three and nine months ended September 30, 2023 as compared to the corresponding periods in the prior year.

The reason for the increases was primarily due to higher stock based compensation expense for the three and nine months ended September 30, 2023 of $0.8 million and $1.7 million, respectively.

Results for the nine months ended September 30, 2023 also included higher transaction related costs as compared to the corresponding period in the prior year.

Gains from dispositions

The three and nine months ended September 30, 2022, included a pre-tax gain of $67.4 million on the sale of the Tropicana Las Vegas building to Bally's.

Property transfer tax recovery and impairment charge

During the three and nine months ended September 30, 2023, the Company recorded a property transfer tax recovery of $2.2 million related to a successful appeal initiated by our tenant.

During the nine months ended September 30, 2022, the Company entered into an agreement to sell excess land and incurred an impairment charge of $3.3 million as the proceeds that were received were less than the carrying value of the asset.

Depreciation expense increased by $6.0 million and $18.2 million for the three and nine months ended September 30, 2023 as compared to the corresponding periods in the prior year due to the Company's additions to the Bally's Master Lease as well as higher depreciation expense due to the opening of Casino Queen Baton Rouge in August 2023 and shortening the useful life assumptions at our properties at the Company's Joliet and Aurora properties as mentioned previously.

Provision for credit losses

The Company recorded a provision for credit losses of $28.1 million for the three months ended June 30, 2023 compared to $2.2 million for the corresponding period in the prior year.

The Company recorded a provision for credit losses of $1.6 million for the three months ended September 30, 2023 compared to an immaterial amount for the corresponding period in the prior year.

As described in Note 3, the Company follows ASC 326 “Credit Losses”, which requires that the Company measure and record current expected credit losses, the scope of which includes our Investments in leases, - financing receivables, net.

The primary reason for the increased provision during the three months ended June 30, 2023, was a decline in the estimated real estate values underlying the Company's Investment in leases, financing receivables.

These values are estimated based on long term projections of the Commercial Real Estate Price Index which as of June 30, 2023 declined and are anticipated to remain at depressed levels for several quarters based on the third party economic forecast the Company utilizes to calculate its reserve.

During the six months ended June 30, 2023, the Company recorded a provision of $22.4 million compared to $28.9 million for the corresponding period in the prior year.

The six months ended June 30, 2023 included the aforementioned provisions recorded in the three month period ended June 30, 2023;

however, the first quarter of 2023 included a benefit of $5.7 million which was primarily attributable to improved performance at the properties underlying the Pennsylvania Live!

The primary reason for the increased provision during the three months ended September 30, 2023, was the result of the origination of the Rockford Loan and Rockford Lease during the third quarter of 2023, partially offset by reversals of reserves associated with the Maryland Live!

Lease and the Pennsylvania Live!

Master Lease.

The six months ended June 30, 2022 included the initial reserve established for the Pennsylvania Live!

Master Lease which was partially offset by reductions in reserve for the Maryland Live!

During the nine months ended September 30, 2023, the Company recorded a provision of $24.0 million compared to $28.9 million for the corresponding period in the prior year.

The nine months ended September 30, 2023 included the aforementioned provisions recorded in the three month period ended September 30, 2023, as well as increased reserves on the Maryland Live!

Lease and the Pennsylvania Live!

Master Lease due to declines in the Commercial Price Index since December 31, 2023.

See Note 3 for additional information.

The nine months ended September 30, 2022 included the initial reserves established for the Pennsylvania Live!

Master Lease which was partially offset by reductions in reserves for the Maryland Live!

Lease due to improved property performance.

The reason for the higher allowance for credit losses as a percentage of the outstanding investment in leases for the Pennsylvania Live!

The reason for the higher allowance for credit losses as a percentage of the outstanding investment in leases for the Rockford Lease and the Pennsylvania Live!

Master Lease compared to the Maryland Live!

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Lease compared to the Pennsylvania Live!

Master Lease.

Master Lease and the expected coverage ratio on the Rockford Lease.

Future changes in economic probability factors, changes in the estimated value of our real estate property leased to Cordish and earnings assumptions at the underlying facilities may result in non-cash provisions or recoveries in future periods that could materially impact our results of operations.

Other income (expenses)

Other income (expenses) for the three and six months ended June 30, 2023 and 2022 were as follows (in thousands):

Three Months Ended June 30, Percentage

Other income (expenses) for the three and nine months ended September 30, 2023 and 2022 were as follows (in thousands):

Three Months Ended September 30, Percentage

2023 2022 Variance Variance

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Interest income 1,273 488 785 160.9 %

Losses on debt extinguishment — (2,189) 2,189 N/A

Total other expenses $ (78,515) $ (76,086) $ (2,429) 3.2 %

Six Months Ended June 30, Percentage

Nine Months Ended September 30, Percentage

2023 2022 Variance Variance

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Interest expense

Interest expense increased by $1.1 million and $4.6 million for the three and six months ended June 30, 2023, as compared to the corresponding periods in the prior year.

Interest expense increased by $3.2 million and $7.8 million for the three and nine months ended September 30, 2023, as compared to the corresponding periods in the prior year.

The increases were due to increased borrowings that partially funded our recent acquisitions.

Interest income

Interest income increased by $1.2 million and $5.4 million for the three and six months ended June 30, 2023 as compared to the corresponding periods in the prior year due to higher market interest rates earned on cash deposits.

Interest income increased by $0.8 million and $6.2 million for the three and nine months ended September 30, 2023 as compared to the corresponding periods in the prior year due to higher market interest rates earned on cash deposits.

Losses on debt extinguishmen t

The Company redeemed its $500 million, 5.375% Senior Notes that were scheduled to mature in November 2023 during the six months ended June 30, 2023.

The Company redeemed its $500 million, 5.375% Senior Notes that were scheduled to mature in November 2023 during the nine months ended September 30, 2023.

In connection with this transaction, the Company wrote-off deferred issuance costs of $0.6 million.

During the three months ended June 30, 2022, the Company terminated its existing credit facility and entered into a new credit agreement which resulted in a debt extinguishment loss of $2.2 million.

During the nine months ended September 30, 2022, the Company terminated its existing credit facility and entered into a new credit agreement which resulted in a debt extinguishment loss of $2.2 million.

Net income attributable to noncontrolling interest in the Operating Partnership

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Our primary sources of liquidity and capital resources are cash flow from operations, borrowings from banks, and proceeds from the issuance of debt and equity securities.

Net cash provided by operating activities was $493.1 million and $458.5 million during the six months ended June 30, 2023 and 2022, respectively.

The increase in net cash provided by operating activities of $34.7 million for the six months ended June 30, 2023, as compared to the corresponding period in the prior year, was primarily comprised of an increase in cash receipts from customers of $48.0 million along with decreases in cash paid to employees and cash paid for taxes of $0.6 million and $6.2 million, respectively, and an increase in interest income of $5.4 million.

Net cash provided by operating activities was $746.4 million and $699.5 million during the nine months ended September 30, 2023 and 2022, respectively.

The increase in net cash provided by operating activities of $46.9 million for the nine months ended September 30, 2023, as compared to the corresponding period in the prior year, was primarily comprised of an increase in cash receipts from customers of $67.1 million along with decreases in cash paid to employees and cash paid for taxes of $0.6 million and $4.8 million, respectively, and an increase in interest income of $6.1 million.

This was partially offset by increases in amounts paid for operating expenses of $4.7 million and cash paid for interest of $27.0 million.

The increase in cash receipts collected from our customers for the six months ended June 30, 2023, as compared to the corresponding period in the prior year, was due to increased rental income from the Company's recent acquisitions as well as escalations.

Investing activities used cash of $445.9 million and $289.1 million during the six months ended June 30, 2023 and 2022, respectively.

Net cash used in investing activities during the six months ended June 30, 2023 consisted primarily of $419.0 million for the acquisition of the real estate assets which were added to the Bally's Master Lease, and capital expenditures of $26.9 million.

The net cash used in investing activities for the six months ended June 30, 2022 consisted primarily of $279.2 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 and capital expenditures of $10.0 million.

Financing activities used cash of $276.9 million and $887.7 million during the six months ended June 30, 2023 and 2022, respectively.

Net cash used in financing activities during the six months ended June 30, 2023 was driven by the repayment of long term debt of $560.1 million, dividend payments of $444.1 million, non-controlling interest distributions of $12.9 million, and taxes paid related to shares withheld for tax purposes on restricted stock award vestings of $13.4 million which were partially offset by proceeds from the issuance of long term debt, net of costs, of $675.0 million and proceeds from the issuance of common stock, net of costs, totaling $78.7 million.

Cash used in financing activities during the six months ended June 30, 2022 was driven primarily by the repayment of long term debt of $877.0 million relating to the acquisition of the real estate assets contained with the Pennsylvania Live!

Master Lease, dividend payments of $405.1 million, noncontrolling interest distributions of $10.3 million and taxes paid related to shares withheld for tax purposes on restricted stock award vestings of $11.9 million, partially offset by proceeds from the issuance of long term debt, net of costs, of $416.6 million.

The increase in cash receipts collected from our customers for the nine months ended September 30, 2023, as compared to the corresponding period in the prior year, was due to increased rental income from the Company's recent acquisitions as well as escalations while the increase in interest expense was due to increased borrowings to partially fund our recent acquisitions.

Investing activities used cash of $635.3 million and $347.0 million during the nine months ended September 30, 2023 and 2022, respectively.

Net cash used in investing activities during the nine months ended September 30, 2023 consisted primarily of $455.6 million for the acquisition of the real estate assets which were added to the Bally's Master Lease, $100.2 million for the Rockford Lease which was accounted for as an Investment in leases, financing receivables, $40.0 million for fundings for the Rockford Loan and capital expenditures of $39.5 million.

The net cash used in investing activities for the nine months ended September 30, 2022 consisted primarily of $479.2 million for the acquisition of the real estate assets contained within the Pennsylvania Live!

Master Lease which was accounted for as an Investment in leases, financing receivables and capital expenditures of $16.5 million, partially offset by 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.

Financing activities used cash of $269.0 million and $1,018.1 million during the nine months ended September 30, 2023 and 2022, respectively.

Net cash used in financing activities during the nine months ended September 30, 2023 was driven primarily by the repayment of long term debt of $575.1 million, dividend payments of $636.4 million, non-controlling interest distributions of $18.5 million, and taxes paid related to shares withheld for tax purposes on restricted stock award vestings of $13.4 million which were partially offset by proceeds from the issuance of long term debt of $685.0 million and proceeds from the issuance of common stock, net of costs, totaling $289.5 million.

Cash used in financing activities during the nine months ended September 30, 2022 was driven primarily by the repayment of long term debt of $1,271.0 million, dividend payments of $586.9 million, noncontrolling interest distributions of $15.5 million and taxes paid related to shares withheld for tax purposes on restricted stock award vestings of $11.9 million, partially offset by proceeds from the issuance of long term debt, net of costs of $412.1 million and proceeds from the issuance of common stock, net of costs of $455.1 million

Capital Expenditures

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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 six months ended June 30, 2023 and 2022, we spent approximately $26.9 million and $10.0 million, respectively, for capital expenditures.

During the nine months ended September 30, 2023 and 2022, we spent approximately $39.5 million and $16.5 million, respectively, for capital expenditures.

The majority of the capital expenditures were related to a land side development project at Hollywood Casino Baton Rouge.

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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 acquisition of the real property assets of Bally's Biloxi and Bally's Tiverton.

The Company drew down the entire $600 million Term Loan

Credit Facility on January 3, 2023 in connection with the acquisition of the real property assets 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.

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

At June 30, 2023, $15.0 million was outstanding under the Amended Credit Agreement.

Additionally, at June 30, 2023, the Company was contingently obligated under letters of credit issued pursuant to the Amended Credit Agreement with face amounts aggregating approximately $0.4 million, resulting in $1,734.6 million of available borrowing capacity under the Amended Credit Agreement as of June 30, 2023.

At September 30, 2023, $10.0 million was outstanding under the Amended Credit Agreement.

Additionally, at September 30, 2023, the Company was contingently obligated under letters of credit issued pursuant to the Amended Credit Agreement with face amounts aggregating approximately $0.4 million, resulting in $1,739.6 million of available borrowing capacity under the Amended Credit Agreement as of September 30, 2023.

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 Amended Credit Agreement.

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GLP Capital may prepay all or any portion of the loans under the Amended 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 weighted average interest rate under the Revolver at September 30, 2023 was 6.73%.

The Amended Credit Agreement 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 make other restricted payments.

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The occurrence and continuance of an event of default under the Amended Credit Agreement will enable the lenders under the Amended Credit Agreement to accelerate the loans and terminate the commitments thereunder.

At June 30, 2023, the Company was in compliance with all required financial covenants under the Amended Credit Agreement.

At September 30, 2023, the Company was in compliance with all required financial covenants under the Amended Credit Agreement.

Senior Unsecured Notes

At June 30, 2023, the Company had $5,675.0 million of outstanding senior unsecured notes (the "Senior Notes").

At September 30, 2023, the Company had $5,675.0 million of outstanding senior unsecured notes (the "Senior Notes").

Each of the Company's Senior Notes contain covenants limiting the Company’s ability to:

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Furthermore, as permitted under Rule 13-01(a)(4)(vi), we excluded the summarized financial information for the Issuers because the assets, liabilities and results of operations of the Issuers and GLPI are not materially different than the corresponding amounts in GLPI's consolidated financial statements and we believe such summarized financial information would be repetitive and would not provide incremental value to investors.

At June 30, 2023, the Company was in compliance with all required financial covenants under its Senior Notes.

At September 30, 2023, the Company was in compliance with all required financial covenants under its Senior Notes.

Distribution Requirements

6 unchanged sentences

federal income tax laws.

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

We intend to make distributions to our shareholders

to comply with the REIT requirements of the Code.

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.

5 unchanged sentences

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-Q

Item 2. Management’s Discussion and Analysis