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Item 1. Financial Statements

2024-04-25 compared with 2023-10-26 · 243 added, 325 removed, 668 unchanged (46% of the section changed)

4 unchanged sentences

(in thousands, except share data)

September 30,

2024 December 31,

4 unchanged sentences

Cash and cash equivalents 211,533 683,983

Held to maturity investment securities 343,244 —

Other assets 55,380 55,717

10 unchanged sentences

Commitments and Contingencies (Note 9)

Preferred stock ($ .01 par value, 50,000,000 shares authorized, no shares issued or outstanding at September 30, 2023 and December 31, 2022)

Common stock ($ .01 par value, 500,000,000 shares authorized, 267,015,730 and 260,727,030 shares issued and outstanding at September 30, 2023 and December 31, 2022, respectively)

Preferred stock ($ .01 par value, 50,000,000 shares authorized, no shares issued or outstanding at March 31, 2024 and December 31, 2023)

Common stock ($ .01 par value, 500,000,000 shares authorized, 271,500,584 and 270,922,719 shares issued and outstanding at March 31, 2024 and December 31, 2023, respectively)

Additional paid-in capital 6,054,530 6,052,109

1 unchanged sentence

Total equity attributable to Gaming and Leisure Properties 4,127,218 4,156,905

Noncontrolling interests in GLPI's Operating Partnership ( 7,653,326 units and 7,366,683 units outstanding at September 30, 2023 and December 31, 2022, respectively)

Noncontrolling interests in GLPI's Operating Partnership ( 8,087,630 units and 7,653,326 units outstanding at March 31, 2024 and December 31, 2023, respectively)

370,599 352,049

6 unchanged sentences

(in thousands, except per share data)

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

2023 2022 2023 2022

Three Months Ended March 31,

Rental income $ 330,582 $ 317,968

Interest income from investment in leases, financing receivables 38,332 37,039 112,931 101,167

Income from investment in leases, financing receivables 44,305 37,246

Interest income from real estate loans 1,077 —

3 unchanged sentences

General and administrative 17,886 16,450

Gains from dispositions of property ( 22 ) ( 67,430 ) ( 22 ) ( 67,481 )

Property transfer tax recovery and impairment charge ( 2,187 ) — ( 2,187 ) 3,298

Depreciation 65,360 65,554

34 unchanged sentences

Balance, March 31, 2024 271,500,584 $ 2,715 $ 6,054,530 $ ( 1,930,027 ) $ 370,599 $ 4,497,817

Issuance of common stock, net of costs 284,453 2 14,353 — — 14,355

Restricted stock activity

— — 5,013 — — 5,013

Dividends paid ( $ 0.72 per common share)

— — — ( 189,313 ) — ( 189,313 )

Distributions to non-controlling interest — — — — ( 5,509 ) ( 5,509 )

— — — 155,630 4,507 160,137

Balance, June 30, 2023 262,640,178 $ 2,626 $ 5,651,612 $ ( 1,903,326 ) $ 351,962 $ 4,102,874

Issuance of common stock, net of costs 4,371,624 44 210,743 — — 210,787

Restricted stock activity

3,928 — 5,136 — — 5,136

Dividends paid ($ 0.73 per common share)

— — — ( 192,307 ) — ( 192,307 )

Distributions to non-controlling interest — — — — ( 5,587 ) ( 5,587 )

— — — 184,010 5,297 189,307

Balance, September 30, 2023 267,015,730 $ 2,670 $ 5,867,491 $ ( 1,911,623 ) $ 351,672 $ 4,310,210

Common Stock Additional

12 unchanged sentences

Balance, March 31, 2023 262,355,725 $ 2,624 $ 5,632,246 $ ( 1,869,643 ) $ 352,964 $ 4,118,191

Restricted stock activity

— — 4,308 — — 4,308

Dividends paid ( $ 0.705 per common share)

— — — ( 174,724 ) — ( 174,724 )

Distributions to non-controlling interest — — — — ( 5,194 ) ( 5,194 )

— — — 151,314 4,473 155,787

Balance, June 30, 2022 247,544,343 $ 2,475 $ 4,953,946 $ ( 1,846,549 ) $ 338,790 $ 3,448,662

Issuance of common stock, net of costs 9,969,723 100 455,033 — — 455,133

Restricted stock activity

2,859 — 4,277 4,277

Dividends paid ( $ 0.705 per common share)

— — — ( 181,751 ) — ( 181,751 )

Distributions to non-controlling interest — — — — ( 5,193 ) ( 5,193 )

— — — 219,954 6,265 226,219

Balance, September 30, 2022 257,516,925 $ 2,575 $ 5,413,256 $ ( 1,808,346 ) $ 339,862 $ 3,947,347

See accompanying notes to the condensed consolidated financial statements.

3 unchanged sentences

(in thousands, unaudited)

Nine months ended September 30, 2023 2022

Three months ended March 31, 2024 2023

Operating activities

4 unchanged sentences

Accretion on financing receivables ( 7,884 ) ( 5,444 )

Accretion on held to maturity investment securities ( 2,269 ) —

Non-cash adjustment to financing lease liabilities 117 109

Gains from dispositions of property ( 22 ) ( 67,481 )

Stock-based compensation 8,122 7,807

Straight-line rent adjustments ( 26,445 ) ( 1,522 )

Impairment charge — 3,298

Straight-line rent adjustments and tenant improvement amortization ( 15,790 ) ( 8,752 )

Losses on debt extinguishment — 556

Provision for credit losses, net 24,012 28,859

Provision (benefit) for credit losses, net 23,294 ( 5,653 )

(Increase), decrease

9 unchanged sentences

Capital maintenance expenditures ( 90 ) ( 8 )

Proceeds from sales of property, net of costs — 148,709

Investment in leases, financing receivables ( 93,323 ) —

1 unchanged sentence

Originations of real estate loans ( 14,000 ) —

Acquisition of held to maturity investment securities ( 340,975 ) —

Net cash used in investing activities ( 448,401 ) ( 422,076 )

20 unchanged sentences

PENN) ("PENN").

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

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

The assets and liabilities of GLPI were recorded at their respective historical carrying values at the time of the Spin-Off in accordance with the provisions of Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") 505-60 - Spinoffs and Reverse Spinoffs (" ASC 505" ).

2 unchanged sentences

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

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

federal income tax purposes) for periods prior to the consummation of the Spin-Off between PENN and GLPI.

In connection with its election to be taxed as a REIT for U.S.

federal income tax purposes, GLPI declared a special dividend to its shareholders to distribute any accumulated earnings and profits relating to the real property assets and attributable to any pre-REIT years, including any earnings and profits allocated to GLPI in connection with the Spin-Off, to comply with certain REIT qualification requirements.

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

On December 17, 2021, the Company sold the operations of Hollywood Casino Baton Rouge to The Queen Casino & Entertainment Inc., formerly known as CQ Holding Company, Inc., ("Casino Queen") and leased the real estate to Casino Queen pursuant to the Casino Queen Master Lease as described below.

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

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, LP., the operating partnership of GLPI ("GLP Capital").

During 2020, the Company and Tropicana LV, LLC, a wholly owned subsidiary of the Company that at the time held the real estate of Tropicana Las Vegas Casino Hotel Resort ("Tropicana Las Vegas"), elected to treat Tropicana LV, LLC as a TRS.

In 2021, subsequent to the sale of the operations of the TRS Properties, GLP Holdings, Inc.

was merged into GLP Capital, L.P., the operating partnership of GLPI ("GLP Capital").

During 2020, the Company and Tropicana LV, LLC, a wholly owned subsidiary of the Company that at the time held the real estate of the Tropicana Las Vegas Casino Hotel Resort ("Tropicana Las Vegas"), elected to treat Tropicana LV, LLC as a TRS.

In September 2022, Bally's Corporation (NYSE:

1 unchanged sentence

GLPI retained ownership of the land and entered into a ground lease with Bally's.

In connection with this transaction, Tropicana LV, LLC was merged into GLP Capital and GLPI paid a special earnings and profits dividend of $0.25 per share in the first quarter of 2023 related to the sale of the building.

In connection with this transaction, Tropicana LV, LLC was merged into GLP Capital.

GLPI paid a special earnings and profits dividend of $0.25 per share in the first quarter of 2023 related to the sale of the building to Bally's.

As partial consideration for the transactions with The Cordish Companies ("Cordish") described below, GLP Capital issued 7,366,683 newly-issued operating partnership units ("OP Units") to affiliates of Cordish.

2 unchanged sentences

In advance of the UPREIT Transaction, the Company, together with GLP Financing II, Inc.

jointly elected for GLP Financing II, to be treated as a TRS effective December 23, 2021.

On January 3, 2023, the Company issued 286,643 OP Units to affiliates of Bally's in connection with its acquisition of Bally's Hard Rock Hotel & Casino ("Bally's Biloxi") and Bally's Tiverton Casino & Hotel ("Bally's Tiverton").

jointly elected for GLP Financing II, Inc.

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

On January 3, 2023, the Company issued 286,643 OP Units to affiliates of Bally's in connection with its acquisition of Bally's Hard Rock Hotel & Casino Biloxi ("Bally's Biloxi") and Bally's Tiverton Casino & Hotel ("Bally's Tiverton").

On February 6, 2024, the Company also issued 434,304 OP Units in connection with the acquisition of the real estate assets of Tioga Downs Casino Resort ("Tioga Downs") from American Racing & Entertainment LLC ("American Racing").

There were 8,087,630 OP Units outstanding as of March 31, 2024.

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 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 (NASDAQ:

As of March 31, 2024, GLPI’s portfolio consisted of interests in 62 gaming and related facilities, the real property associated with 34 gaming and related facilities operated by PENN, the real property

associated with 6 gaming and related facilities operated by Caesars Entertainment Corporation (NASDAQ:

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

BYD) ("Boyd"), the real property associated with 9 gaming and related facilities operated by Bally's, the real property associated with 3 gaming and related facilities operated by Cordish, the real property associated with 3 gaming and related facilities operated by Casino Queen and 1 gaming facility under construction that upon opening is intended to be managed by Hard Rock.

BYD) ("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 Cordish, the real property associated with 4 gaming and related facilities operated by Casino Queen, 1 gaming facility under construction that upon opening is intended to be managed by a subsidiary of Hard Rock International ("Hard Rock") and 1 gaming and related facility operated by American Racing.

These facilities, including our corporate headquarters building, are geographically diversified across 19 states and contain approximately 29.0 million square feet.

As of September 30, 2023, the Company's properties were 100 % occupied.

As of March 31, 2024, the Company's properties were 100 % occupied.

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

PENN 2023 Master Lease and Amended PENN Master Lease

As a result of the Spin-Off, GLPI owns substantially all of PENN’s former real property assets (as of the consummation of the Spin-Off) and leases back most of those assets to PENN for use by its subsidiaries pursuant to a unitary master lease (the "Original PENN Master Lease").

The Original PENN Master Lease is a triple-net operating lease, the term of which expires on 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.

On October 10, 2022, the Company announced that it agreed to create a new master lease with PENN for seven of PENN's current properties.

The Original PENN Master Lease was a triple-net lease, the term of which was scheduled to expire on 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.

On October 10, 2022, the Company announced that it agreed to create a new master lease with PENN for seven of PENN's properties (the "PENN 2023 Master Lease").

The companies also agreed to a funding mechanism to support PENN's pursuit of relocation and development opportunities at several of the properties included in the new master lease.

The transaction, including the creation of the new master lease, became effective on January 1, 2023.

Pursuant to this agreement, the Original PENN Master Lease was amended (the "Amended PENN Master Lease") to remove PENN's properties in Aurora and Joliet, Illinois;

1 unchanged sentence

and Henderson, Nevada.

The properties removed from the Original PENN Master Lease were added to a new master lease.

In addition, the existing leases for the Hollywood Casino at The Meadows in Pennsylvania (the "Meadows Lease") and the Hollywood Casino Perryville in Maryland (the "Perryville Lease") were terminated and these properties were transferred into the new master lease (the "PENN 2023 Master Lease").

GLPI agreed to fund up to $ 225 million for the relocation of PENN's riverboat casino in Aurora at a 7.75 % cap rate and, if requested by PENN, will fund up to $ 350 million for the relocation of the Hollywood Casino Joliet as well as the construction of hotels at Hollywood Casino Columbus and a second hotel tower at the M Resort Spa Casino at then current market rates.

The terms of the PENN 2023 Master Lease and the Amended PENN Master Lease are substantially similar to the Original PENN Master Lease with the following key differences;

• The PENN 2023 Master Lease is cross-defaulted and co-terminus with the Amended PENN Master Lease.

• The rent for the PENN 2023 Master Lease is $ 232.2 million in base rent which is fixed with annual escalations of 1.50 %, with the first escalation to occur for the lease year beginning on November 1, 2023.

• The rent for the Amended PENN Master Lease is $ 284.1 million, consisting of $ 208.2 million of building base rent, $ 43.0 million of land base rent, and $ 32.9 million of percentage rent.

The properties removed from the Original PENN Master Lease were added to the PENN 2023 Master Lease.

Both the Amended PENN Master Lease and the PENN 2023 Master Lease are triple-net operating leases, that became effective on January 1, 2023, the terms of which expire on October 31, 2033, with no purchase options, followed by three remaining 5-year renewal options (exercisable by the tenant) on the same terms and conditions.

GLPI agreed to fund up to $ 225 million for the relocation of PENN's riverboat casino in Aurora at a 7.75 % cap rate and, if requested by PENN, will fund up to $ 350 million for the relocation of the Hollywood Casino Joliet, as well as the construction of a hotel at Hollywood Casino Columbus and the construction of a second hotel tower at the M Resort Spa Casino at then current market rates.

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

11 unchanged sentences

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.

Second Amended and Restated Caesars 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.

Third Amended and Restated Caesars Master Lease

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

3 unchanged sentences

(now doing business as Caesars) acquired the operating assets of these properties from Tropicana pursuant to an Agreement and Plan of Merger dated April 15, 2018 by and among Tropicana, GLP Capital, Caesars and a wholly-owned subsidiary of Caesars and leased the GLP Assets from the Company pursuant to the terms of a new unitary triple-net master lease with an initial term of 15 years, with no purchase option, followed by four successive 5-year renewal periods (exercisable by the tenant) on the same terms and conditions (the "Caesars Master Lease").

On June 15, 2020, the Company amended and restated the Caesars Master Lease (as amended, the "Amended and Restated Caesars Master Lease") to, (i) extend the initial term of 15 years to 20 years, with renewals of up to an additional 20 years at the option of Caesars, (ii) remove the variable rent component in its entirety commencing with the third lease year, (iii) in the third lease year, increase annual land base rent and annual building base rent, (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, Isle Casino Waterloo ("Waterloo"), Isle Casino Bettendorf ("Bettendorf") or Isle of Capri Casino Boonville, provided that the aggregate value of such new property, individually or collectively, was 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.

On June 15, 2020, the Company amended and restated the Caesars Master Lease (as amended, the "Amended and Restated Caesars Master Lease") to, (i) extend the initial term of 15 years to 20 years, with renewals of up to an additional 20 years at the option of Caesars, (ii) remove the variable rent component in its entirety commencing with the third lease year, (iii) in the third lease year, increase annual land base rent and annual building base rent, (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 Trop Casino Greenville properties under the Amended and Restated Caesars Master Lease with one or more of Caesars Gaming Scioto Downs, The Row in Reno, Isle Casino Racing Pompano Park, Isle Casino Hotel – Black Hawk, Lady Luck Casino – Black Hawk, Isle Casino Waterloo ("Waterloo"), Isle Casino Bettendorf ("Bettendorf") or Isle of Capri Casino Boonville, provided that the aggregate value of such new property, individually or collectively, was 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 entered into an amendment to the Amended and Restated Caesars Master Lease (as amended, the "Second Amended and Restated Caesars Master Lease") in connection with the completion of an Exchange Agreement (the "Exchange Agreement") with subsidiaries of Caesars in which Caesars transferred to the Company the real estate assets of Waterloo and Bettendorf in exchange for the transfer by the Company to Caesars of the real property assets of Tropicana Evansville, plus a cash payment of $ 5.7 million.

In connection with the Exchange Agreement, the annual building base rent and the annual land base rent was increased.

On December 18, 2020, the Company and Caesars amended and restated the Amended and Restated Caesars Master Lease (as amended and restated, the "Second Amended and Restated Caesars Master Lease") in connection with the completion of an Exchange Agreement (the "Exchange Agreement") with subsidiaries of Caesars in which Caesars transferred to the Company the real estate assets of Waterloo and Bettendorf in exchange for the transfer by the Company to Caesars of the real property assets of Tropicana Evansville, plus a cash payment of $ 5.7 million.

In connection with the Exchange Agreement, the annual building base rent and the annual land base rent were increased.

On November 13, 2023, the Company and Caesars amended and restated the Second Amended and Restated Caesars Master Lease (as amended and restated, the "Third Amended and Restated Caesars Master Lease") in connection with Caesars selling its interest in the Belle of Baton Rouge to Casino Queen with no change in rent obligation to the Company.

Horseshoe St.

5 unchanged sentences

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.

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

Louis property in satisfaction of the CZR loan.

On September 29, 2020, the transaction closed and the Company entered into a new triple net lease with Caesars (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.

On September 29, 2020, the transaction closed and the Company entered into a new single property triple net lease with Caesars (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.

2 unchanged sentences

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

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

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

The real estate assets of these two facilities were added to a new triple net master lease (the "Bally's Master Lease") the annual rent of which is subject to contractual escalations based on the Consumer Price Index ("CPI") with a 1 % floor and a 2 % ceiling, subject to the CPI meeting a 0.5 % threshold.

The Bally's Master Lease has an initial term of 15 years, with no purchase option, followed by four 5 year renewal options (exercisable by the tenant) on the same terms and conditions.

On April 1, 2022 and January 3, 2023, the Company completed additional acquisitions of various land and real estate assets of Bally's casinos, namely Bally's Biloxi, Bally's Tiverton, Bally's Black Hawk and Bally's Quad Cities.

On April 1, 2022 and January 3, 2023, the Company completed the acquisitions of the real estate assets of Bally's Black Hawk, Bally's Quad Cities, Bally's Biloxi, and Bally's Tiverton.

These properties were added to the existing Bally's Master Lease with annual rent increases that are subject to the escalation clauses described above.

In connection with GLPI’s commitment to consummate the Bally’s Biloxi and Bally's Tiverton acquisitions, the Company also agreed to pre-fund, at Bally’s election, a deposit of up to $ 200.0 million, which was funded in September 2022 and recorded in Other assets on the Condensed Consolidated Balance Sheet at December 31, 2022.

This amount was credited to GLPI along with a $9.0 million transaction fee payable at closing which occurred on January 3, 2023.

2 unchanged sentences

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 $ 307.5 million of rent credits which were applied against future rent obligations due under the parties' existing leases during 2020.

On September 26, 2022, Bally’s acquired both GLPI’s building assets and PENN's outstanding equity interests in Tropicana Las Vegas 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, $ 52.8 million after-tax.

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).

1 unchanged sentence

The ground lease is supported by a Bally’s corporate guarantee and cross-defaulted with the Bally's Master Lease (the "Tropicana Las Vegas Lease").

On May 13, 2023 the Company, Tropicana Las Vegas, Inc., a Nevada corporation and wholly owned subsidiary of Bally’s, and Athletics Holdings LLC (“Athletics”), which owns the Major League Baseball (“MLB”) team currently known as the Oakland Athletics (the “Team”), entered into a binding letter of intent (the “LOI”) setting forth the terms for developing a stadium that would serve as the home venue for the Team (the “Stadium”).

On May 13, 2023, the Company, Tropicana Las Vegas, Inc., a Nevada corporation and wholly owned subsidiary of Bally’s, and Athletics Holdings LLC (“Athletics”), which owns the Major League Baseball team currently known as the Oakland Athletics (the “Team”), entered into a binding letter of intent (the “LOI”) setting forth the terms for developing a stadium that would serve as the home venue for the Team (the “Stadium”).

The Stadium is expected to complement the potential resort redevelopment envisioned at our 35 -acre property in Clark County, Nevada (the “Tropicana Site”), owned indirectly by GLPI through its indirect subsidiary, Tropicana Land LLC, a Nevada limited liability company and leased by GLPI to Bally’s pursuant to the Tropicana Las Vegas Lease.

3 unchanged sentences

The LOI provides that Athletics shall pay all the costs associated with the design, development, and construction of the Stadium and Bally’s shall pay all costs for the redevelopment of the casino and hotel resort amenities.

GLPI is expected to commit to up to $ 175.0 million of funding for hard construction costs, such as demolition and site preparation and build out of minimum public spaces needed for utilization of the Stadium (including, without limitation, a food, beverage and retail entrance plaza and structured parking).

The LOI provides that during the development period, rent will be due at 8.5 % of what has been funded, provided that the first $ 15.0 million advanced for the costs of construction of the food, beverage and retail entrance plaza shall not be subject to increased rent.

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, approval of a master plan for the site, and certain approvals by the Nevada Gaming Control Board and Nevada Gaming Commission.

Morgantown Lease

1 unchanged sentence

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

On the opening date and on each anniversary thereafter 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 commencing on the fourth anniversary of the opening date and for each anniversary thereafter, (i) 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 (ii) if the CPI increase is less than 0.5 %for such lease year, then the rent shall not increase for such lease year (the "Morgantown Lease").

On the opening date of the gaming facility and on each anniversary thereafter for each of the following three lease years rent increased by 1.5 % annually (on a prorated basis for the remainder of the lease year in which the gaming facility opened) and commencing on the fourth anniversary of the opening date and for each anniversary thereafter, (i) 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 (ii) if the CPI increase is less than 0.5 % for such lease year, then the rent shall not increase for such lease year (the "Morgantown Lease").

Hollywood Casino Morgantown opened on December 22, 2021.

Casino Queen Master Lease

Third Amended and Restated Casino Queen Master Lease

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

1 unchanged sentence

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

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

Louis that was leased by the Company to Casino Queen and the Hollywood Casino Baton Rouge facility (the "Second Amended and Restated Casino Queen Master Lease").

The lease has an initial term of 15 years with four 5-year renewal options (exercisable by the tenant) on the same terms and conditions.

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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'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 as of 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 for an amount not to exceed $ 12.5 million, for a landside development project at Casino Queen Marquette that is expected to be completed by December 31, 2024.

The rent under the Casino Queen Master Lease will be adjusted to reflect a yield of 8.25 % for the funded project costs for this project.

Additionally, the Company's landside development project at Casino Queen Baton Rouge was completed in late August 2023 and the rent under the Second Amended and Restated 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 then entered into an amendment to the Second Amended and Restated Casino Queen Master Lease, in connection with the acquisition of the land and certain improvements at Casino Queen Marquette for $ 32.72 million as of September 6, 2023 and annual rent was increased by $ 2.7 million for this acquisition.

Additionally, the Company anticipates funding certain construction costs for an amount not to exceed $ 12.5 million, for a landside development project at Casino Queen Marquette.

The rent will be adjusted to reflect a yield of 8.25 % for the funded project costs.

The Second Amended and Restated Casino Queen Master Lease was subsequently amended and restated on November 13, 2023 (the "Third Amended and Restated Casino Queen Master Lease").

Maryland Live!

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Casino & Hotel Philadelphia and Live!

Casino Pittsburgh for $ 689 million and leased back the real estate to Cordish pursuant to a new triple net master lease with Cordish (the "Pennsylvania Live!

Casino Pittsburgh for $ 689 million and leased back the real estate to Cordish pursuant to a new triple net master lease with Cordish (as amended from time to time, the "Pennsylvania Live!

Master Lease").

1 unchanged sentence

Master Lease and the Maryland Live!

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

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

The annual rent for both leases has a 1.75 % fixed yearly escalator on the entirety of rent commencing on the leases' second anniversary.

Rockford Lease

On August 29, 2023, the Company acquired the land associated with a development project in Rockford, IL, that upon opening is intended to be managed by Hard Rock, from an affiliate of 815 Entertainment, LLC (together, "815 Entertainment") for $ 100.0 million.

On August 29, 2023, the Company acquired the land associated with a casino development project in Rockford, IL, that upon opening is intended to be managed by a subsidiary of Hard Rock, from an affiliate of 815 Entertainment, LLC ("815 Entertainment") for $ 100.0 million.

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

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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 Rockford 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).

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

The Rockford Loan has 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.

As of March 31, 2024, $ 54 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.

Tioga Downs Lease

On February 6, 2024, the Company acquired the real estate assets of Tioga Downs in Nichols, NY from American Racing for $ 175.0 million.

Simultaneous with the acquisition, GLPI and American Racing entered into a triple-net lease agreement for an initial 30 year term followed by two renewal options of 10 years each and a third renewal option of approximately 12 years and ten months.

The initial annual rent is $ 14.5 million and is subject to annual fixed escalations of 1.75 % beginning with the first anniversary which increases to 2 % beginning in year fifteen of the lease through the remainder of its initial term (the "Tioga Downs Lease").

Basis of Presentation

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

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

Therefore, the Company consolidates the accounts of the operating partnership, and

reflects the third party ownership in this entity as a noncontrolling interest in the Consolidated Balance Sheet.

All intercompany accounts and transactions have been eliminated in consolidation.

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Actual results could differ from those estimates.

Operating results for the three and nine months ended September 30, 2023 are not necessarily indicative of the results that may be expected for the year ending December 31, 2023.

The consolidated financial statements contained in our Annual Report on Form 10-K for the year ended December 31, 2022 (our "Annual Report") should be read in conjunction with these

condensed consolidated financial statements.

Operating results for the three months ended March 31, 2024 are not necessarily indicative of the results that may be expected for the year ending December 31, 2024.

The consolidated financial statements contained in our Annual Report on Form 10-K for the year ended December 31, 2023 (our "Annual Report") should be read in conjunction with these condensed consolidated financial statements.

The December 31, 2023 financial information has been derived from the Company’s audited consolidated financial statements.

The Company’s significant accounting policies are described in Note 2 of the Notes to the Consolidated Financial Statements included in the Company’s Annual Report and since the date of those financial statements, the Company has not had any significant changes to these accounting policies that have had a material impact on the Company's financial statements other than what is described below.

Real Estate Loans

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

Loans for the construction or purchase of real estate assets of gaming related properties are classified as real estate loans on the Company's Condensed Consolidated Balance Sheets.

Interest income related to real estate loans is recorded as interest income from real estate loans within the Company's Condensed Consolidated Statements of Income in the period earned.

Held to maturity investment securities

During the three months ended March 31, 2024, the Company purchased zero coupon United States Treasury Bills which upon maturity in August 2024 will total $350 million.

The Company has classified these debt securities as held to maturity in accordance with ASC 320, Investments- Debt Securities since these are fixed income investments that the Company has the intent and ability to hold until maturity.

The securities are recorded at amortized cost on the balance sheet which approximated its fair value at March 31, 2024.

Investment in leases, financing receivables, net

In connection with the Maryland Live!

Lease that became effective on December 29, 2021, the Pennsylvania Live!

Master Lease that became effective March 1, 2022 and the Rockford Lease that became effective on August 29, 2023, the Company recorded an Investment in leases, financing receivables, net, as the sale lease back transactions were accounted for as failed sale leasebacks.

Certain of the Company's leases are recorded as an Investment in leases, financing receivables, net, as the sale lease back transactions were accounted for as failed sale leasebacks due to the leases' significant initial lease terms.

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

September 30,

2024 December 31,

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Investment in leases - financing receivables, net $ 2,185,707 $ 2,023,606

The present value of the net investment in the lease payment receivable and unguaranteed residual value at September 30, 2023 was $ 1,985.5 million and $ 53.8 million compared to $ 1,871.5 million and $ 50.8 million at December 31, 2022.

At September 30, 2023, minimum lease payments owed to us for each of the five succeeding years under the Company's financing receivables were as follows (in thousands):

The present value of the net investment in the lease payment receivable and unguaranteed residual value at March 31, 2024 was $ 2,166.3 million and $ 63.6 million compared to $ 1,991.4 million and $ 54.2 million at December 31, 2023.

At March 31, 2024, minimum lease payments owed to us for each of the five succeeding years under the Company's financing receivables were as follows (in thousands):

Year ending December 31, Future Minimum Lease Payments

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

Our tenants were current on all of their rental obligations as of September 30, 2023 and December 31, 2022.

Our tenants were current on all of their rental obligations as of March 31, 2024 and December 31, 2023.

The change in the allowance for credit losses for the Company's financing receivables is illustrated below (in thousands):

Rockford Lease Maryland Live!

Lease Pennsylvania Live!

Master Lease Total

Balance at December 31, 2022 $ — $ 4,095 $ 15,029 $ 19,124

Change in allowance — ( 881 ) ( 4,772 ) ( 5,653 )

Ending balance at March 31, 2023 $ — $ 3,214 $ 10,257 $ 13,471

Change in allowance — 8,142 19,910 28,052

Ending balance at June 30, 2023 $ — $ 11,356 $ 30,167 $ 41,523

Change in allowance 3,867 ( 789 ) ( 3,825 ) ( 747 )

Ending balance at September 30, 2023 $ 3,867 $ 10,567 $ 26,342 $ 40,776

Balance at December 31, 2023 Change in Allowance Ending Balance at March 31, 2024

Maryland Live!

Lease Pennsylvania Live!

Master Lease Total

Balance at December 31, 2021 $ 12,226 $ — $ 12,226

Change in allowance ( 5,621 ) 32,277 26,656

Ending balance at March 31, 2022 $ 6,605 $ 32,277 $ 38,882

Change in allowance 1,783 439 2,222

Ending balance at June 30, 2022 $ 8,388 $ 32,716 $ 41,104

Change in allowance ( 187 ) 168 ( 19 )

Ending balance at September 30, 2022 $ 8,201 $ 32,884 $ 41,085

The amortized cost basis of the Company's investment in leases, financing receivables by year of origination is shown below as of September 30, 2023 (in thousands):

Origination year

2023 2022 2021 Total

Investment in leases, financing receivables $ 100,361 $ 702,466 $ 1,236,500 $ 2,039,327

Allowance for credit losses ( 3,867 ) ( 26,342 ) ( 10,567 ) ( 40,776 )

Amortized cost basis at September 30, 2023

$ 96,494 $ 676,124 $ 1,225,933 $ 1,998,551

Lease $ 5,661 $ 7,094 $ 12,755

Pennsylvania Live!

Master Lease 13,636 12,949 26,585

Rockford Lease 2,674 582 3,256

Tioga Downs Lease — 1,579 1,579

Totals $ 21,971 $ 22,204 $ 44,175

Balance at December 31, 2022 Change in Allowance Ending Balance at March 31, 2023

Maryland Live!

Lease $ 4,095 $ ( 881 ) $ 3,214

Pennsylvania Live!

Master Lease 15,029 ( 4,772 ) 10,257

Totals $ 19,124 $ ( 5,653 ) $ 13,471

The amortized cost basis of the Company's investment in leases, financing receivables by year of origination is shown below as of March 31, 2024 (in thousands):

Origination year Investment in leases, financing receivables Allowance for credit losses Amortized cost basis at March 31, 2024

Allowance as a percentage of outstanding financing receivable

During the three months ended September 30, 2023, a provision for credit losses, net of $ 1.6 million was recorded.

This was a result of the initial establishment of $6.2 million of reserves on the Rockford Lease and Rockford Loan (See Note 5) which was partially offset by a benefit of $4.6 million on the Maryland Live!

Lease and Pennsylvania Live!

Master Lease as the result of an improved Commercial Real Estate Price Index forecast compared to the forecast utilized as of June 30, 2023.

During the nine months ended September 30, 2023, the Company recorded a provision for credit losses, net of $ 24.0 million.

2024 $ 177,004 $ ( 1,579 ) $ 175,425 ( 0.89 ) %

2023 101,345 ( 3,256 ) $ 98,089 ( 3.21 ) %

2022 707,037 ( 26,585 ) $ 680,452 ( 3.76 ) %

2021 1,244,496 ( 12,755 ) $ 1,231,741 ( 1.02 ) %

Total 2,229,882 ( 44,175 ) 2,185,707 ( 1.98 ) %

During the three months ended March 31, 2024, the Company recorded a provision for credit losses, net of $22.2 million on the Investment in leases, financing receivables.

This was primarily due to 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 September 30, 2023, have declined relative to December 31, 2022.

These values are estimated based on the actual and long term projections of the Commercial Real Estate Price Index which, as of March 31, 2024 have declined relative to December 31, 2023.

Commercial real estate prices are anticipated to remain at low levels for several quarters based on the third party economic forecast the Company utilizes to calculate its reserve for credit losses.

During the nine months ended September 30, 2022, the Company recorded a provision for credit losses, net of $ 28.9 million.

This was primarily due to an initial allowance for credit losses of $32.3 million on the Pennsylvania Live!

Master Lease which was originated on March 1, 2022.

This was partially offset by a benefit recorded on the Maryland Live!

Lease due to improved performance at that facility compared to previous expectations.

This resulted in an improved rent coverage ratio in the Company's reserve calculation which led to a reduction in the Maryland Live!

Lease reserve at September 30, 2022 compared to December 31, 2021.

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

Additionally, a provision for credit losses of $1.1 million was recorded during the three months ended March 31, 2024 on the Company's real estate loans and related loan commitment (See Note 5 for further details).

During the three months ended March 31, 2023, the Company recorded a benefit for credit losses, net of $ 5.7 million.

The majority of this benefit was the result of the underlying casino operations in the Pennsylvania Live!

Master Lease outperforming the budgeted expectations that were utilized in the reserve calculation at December 31, 2022.

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!

Lease is primarily due to the significantly higher rent coverage ratio on the Maryland Live!

Lease and the Tioga Downs Lease is primarily due to the significantly higher rent coverage ratio on the Maryland Live!

Lease compared to the Pennsylvania Live!

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

The lower reserve need on the Tioga Downs Lease is due to the lower loan to value ratio on this lease compared to the Pennsylvania Live!

Master Lease and the Rockford Lease.

Future changes in economic probability factors, changes in the estimated value of our real estate property 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.

Real Estate Investments

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

September 30,

Real Estate Investments, Net

Real estate investments, net, represent investments in rental properties and the corporate headquarters building (excluding our investments in transactions accounted for as real estate loans and investment in leases, financing receivables that are described in Notes 5 and 6, respectively) and is summarized as follows:

2024 December 31,

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Building and improvements 6,787,477 6,787,464

Construction in progress — 29,564

Total real estate investments 10,347,328 10,347,315

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Real estate investments, net $ 8,103,928 $ 8,168,792

The Company's landside development project at Casino Queen Baton Rouge was completed in late August 2023.

The Company also acquired the land and certain real estate assets of Bally's Biloxi, Bally's Tiverton and Casino Queen Marquette in 2023.

See Note 15 for details.

Real estate loans, net

As discussed in Note 1, the Company entered into the Rockford Loan during the three months ended September 30, 2023 and $ 40 million of the $ 150 million commitment was drawn as of September 30, 2023.

The Rockford Loan has a 10% interest rate and 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).

As discussed in Note 1, the Company entered into the Rockford Loan during 2023 and $ 54 million of the $ 150 million commitment was drawn as of March 31, 2024.

The Rockford Loan has a 10 % interest rate and a maximum outstanding period of up to 6 years ( 5-year initial term with a 1-year extension).

The following is a summary of the balances of the Company's Real estate loans, net.

September 30,

2024 December 31,

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Change in allowance ( 729 )

Ending balance at September 30, 2023 $ ( 709 )

Ending balance at March 31,2024 $ ( 1,693 )

The Rockford Loan is subject to CECL, which is described in Note 3.

The Company recorded provision for credit losses of $ 0.7 million and $ 1.6 million on the Rockford Loan and the associated $ 110 million unfunded loan commitment, respectively, for the three month period ended September 30, 2023.

The reserve for the unfunded loan commitment was recorded in other liabilities on the Condensed Consolidated Balance Sheets.

The borrower is current on its loan obligation as of September 30, 2023.

The Company recorded provision for credit losses of $0.7 million for the three month period ended March 31, 2024 on the Rockford Loan.

Additionally, the Company recorded a provision of $0.4 million during the three month period ended March 31, 2024 on the Rockford Loan for the associated $ 96 million unfunded loan commitment.

The reserve for the unfunded loan commitment was recorded in other

liabilities on the Condensed Consolidated Balance Sheets and totaled $3.0 million at March 31, 2024.

The borrower is current on its loan obligation as of March 31, 2024.

Lease Assets and Lease Liabilities

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

September 30, 2023 December 31, 2022

March 31, 2024 December 31, 2023

Right-of use assets - operating leases

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Right-of-use assets and land rights, net $ 831,922 $ 835,524

(1) During the three month period ended September 30, 2023, the Company acquired certain real estate assets at the Belle at Baton Rouge and the previously recorded right-of use assets and related accumulated amortization associated with the ground leases at this property totaling $0.4 million were written off.

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

Land rights net, consist of the following:

September 30,

2024 December 31,

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Land rights $ 727,114 $ 727,114

$ 727,114 $ 727,796

Less accumulated amortization ( 91,120 ) ( 87,844 )

( 84,568 ) ( 74,972 )

Land rights, net $ 635,994 $ 639,270

(2) During the three month period ended September 30, 2023, the Company acquired certain real estate assets at the Belle at Baton Rouge and the previously recorded land rights and related accumulated amortization associated with the ground leases at this property totaling $0.7 million were written off.

As of September 30, 2023, estimated future amortization expense related to the Company’s land rights by fiscal year is as follows (in thousands):

As of March 31, 2024, estimated future amortization expense related to the Company’s land rights by fiscal year is as follows (in thousands):

Year ending December 31,

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Operating Lease Liabilities

At September 30, 2023, payments under the Company's operating lease liabilities were as follows (in thousands):

At March 31, 2024, payments under the Company's operating lease liabilities were as follows (in thousands):

Year ending December 31,

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The components of lease expense were as follows (in thousands):

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

2023 2022 2023 2022

Three Months Ended March 31,

Operating lease cost $ 3,629 $ 3,775

Variable lease cost 4,913 4,950

Short-term lease cost — 2 — 2

Amortization of land right assets 3,276 3,289

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

September 30, 2023

March 31, 2024

Weighted average remaining lease term - operating leases 50.54 years

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

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

2023 2022 2023 2022

(in thousands) (in thousands)

Three Months Ended March 31,

(in thousands)

Cash paid for amounts included in the measurement of lease liabilities:

Operating cash flows from operating leases (1)

$ 406 $ 404 $ 1,215 $ 1,213

(1) The Company's cash paid for operating leases is significantly less than the lease cost for the same period due to the majority of the Company's ground lease rent being paid directly to the landlords by the Company's tenants.

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

At September 30, 2023, payments under the Company's financing lease liabilities were as follows (in thousands):

At March 31, 2024, payments under the Company's financing lease liabilities were as follows (in thousands):

2024 (remainder of year) $ 1,687

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Long-term debt is as follows:

September 30,

2024 December 31,

2 unchanged sentences

Term Loan Credit Facility due September 2027 600,000 600,000

$ 500 million 5.375 % senior unsecured notes due November 2023

$ 400 million 3.350 % senior unsecured notes due September 2024

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800,000 800,000

$ 400 million 6.750 % senior unsecured notes due December 2033

400,000 400,000

Other 396 434

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$ 6,630,196 $ 6,627,550

The following is a schedule of future minimum repayments of long-term debt as of September 30, 2023 (in thousands):

The following is a schedule of future minimum repayments of long-term debt as of March 31, 2024 (in thousands):

2024 (remainder of year) $ 400,118

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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.

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.

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The current commitment fee rate is 0.25 %.

The weighted average interest rate under the Term Loan Credit Facility at September 30, 2023 was 6.73 % .

The weighted average interest rate under the Term Loan Credit Facility at March 31, 2024 was 6.72 % .

Amortization and Prepayments

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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 terminated on August 31, 2023.

Certain Covenants and Events of Default

6 unchanged sentences

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.

At March 31, 2024, the Company was in compliance with all required financial covenants under the Term Loan Credit Facility.

Senior Unsecured Credit Agreement and Amended Credit Agreement

On May 13, 2022, GLP Capital entered into a credit agreement (the "Credit Agreement") providing for a $ 1.75 billion revolving credit facility (the "Initial Revolving Credit Facility") maturing in May 2026, plus two six-month extensions at GLP Capital's option.

GLP Capital is the primary obligor under the Credit Agreement, which is guaranteed by GLPI.

The majority of our debt is at fixed rates and our exposure to variable interest rates is currently limited to outstanding obligations, if any, under the Initial Revolving Credit Facility and our Term Loan Credit Agreement.

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

On September 2, 2022, GLP Capital entered into an amendment to the 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 (the Credit Agreement, as amended by such amendment, the "Amended Credit Agreement").

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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 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.

At March 31, 2024, no amounts were outstanding under the Amended Credit Agreement.

Additionally, at March 31, 2024, 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 $ 1,749.6 million of available borrowing capacity under the Amended Credit Agreement as of March 31, 2024.

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.

6 unchanged sentences

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.

5 unchanged sentences

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

At March 31, 2024, the Company was in compliance with all required financial covenants under the Amended Credit Agreement.

Senior Unsecured Notes

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

At March 31, 2024, the Company had $ 6,075.0 million of outstanding senior unsecured notes (the "Senior Notes").

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

11 unchanged sentences

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.

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

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

4 unchanged sentences

These covenants are subject to a number of important and significant limitations, qualifications and exceptions.

On January 13, 2023, the Company announced that it called for redemption all of the $ 500 million, 5.375 % Senior Notes due in 2023 (the "Notes").

The Company redeemed all of the Notes on February 12, 2023 (the "Redemption Date") for $ 507.5 million which represented 100% of the principal amount of the Notes plus accrued interest through the Redemption Date, incurring a loss on the early extinguishment of debt of $ 0.6 million, primarily related to debt issuance write-offs.

GLPI funded the redemption of the Notes primarily from cash on hand as well as through the settlement of a forward sale agreement that occurred in February 2023 which resulted in the issuance of 1,284,556 shares which raised net proceeds of $ 64.6 million.

See Note 12 for additional discussion.

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

At March 31, 2024, the Company was in compliance with all required financial covenants under its Senior Notes.

Fair Value of Financial Assets and Liabilities

12 unchanged sentences

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

Investment securities held to maturity

As discussed in Note 2, during the three month period ended March 31, 2023, the Company purchased U.S.

Treasury Bills that will mature in August 2024.

The fair value of the investment (which approximated its carrying value) is disclosed below and is based on quoted prices in active markets and as such is a Level 1 measurement as defined in ASC 820.

Investment in leases, financing receivables, net

The fair value of the Company's investment in leases, financing receivables, net is based on the value of the underlying real estate property the Company owns related to the Maryland Live!

The fair value of the Company's investment in leases, financing receivables, net is based on the estimated value of the underlying real estate property the Company owns related to the Maryland Live!

Lease, the Pennsylvania Live!

Master Lease, and the Rockford Lease.

Master Lease, the Rockford Lease, and the Tioga Downs Lease.

The initial fair value was the price paid by the Company to acquire the real estate.

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Real Estate Loans, net

The fair value of the real estate loans approximates the gross carrying value of the Company's real estate loans, as collection on the outstanding loan balance is reasonably assured and the loan was recently originated on market based terms.

The fair value measurement of the real estate loans is considered a Level 3 measurement as defined in ASC 820.

The Company's real estate loans bear interest at a fixed rate.

The fair value disclosed in the table below is estimated based on the present value of the loans' future cash flows using a discounted cash flow analysis.

The fair value of the loans is subject to fluctuations from changes in market interest rates at each reporting period and the fair value measurement is considered a Level 3 measurement as defined in ASC 820.

Long-term Debt

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

September 30, 2023 December 31, 2022

March 31, 2024 December 31, 2023

Value Carrying

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$ 211,533 $ 211,533 $ 683,983 $ 683,983

Investment securities held to maturity 343,244 343,246 — —

Investment in leases, financing receivables, net 2,185,707 1,947,235 2,023,606 1,969,326

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Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis

During the nine months ended September 30, 2022, the Company entered into an agreement to sell excess land for approximately $3.5 million (that we determined is a level 2 input), which had a carrying amount of $6.8 million and, as such, the Company recorded an impairment charge during the second quarter of 2022.

There were no other assets or liabilities measured at fair value on a nonrecurring basis during the nine months ended September 30, 2023 and 2022.

There were no other assets or liabilities measured at fair value on a nonrecurring basis during the three months ended March 31, 2024 and 2023.

Commitments and Contingencies

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The Company has agreed to a funding mechanism to support PENN's pursuit of relocation and development opportunities at several of the properties included in the PENN 2023 Master Lease.

GLPI agreed to fund up to $ 225 million for the relocation of PENN's riverboat casino in Aurora at a 7.75 % cap rate and, if requested by PENN, will fund up to $ 350 million for the relocation of the Hollywood Casino Joliet as well as the construction of hotels at Hollywood Casino Columbus and the construction of a second hotel tower at the M Resort Spa Casino at then current market rates.

The funding commitment expires on January 1, 2026.

See Note 1 for a discussion on the potential future funding commitments the Company may have in connection with the possible future transaction with Bally's and the Athletics at the Tropicana Site.

As discussed in Note 1, the Company has also committed to providing up to $ 150 million (of which $ 40 million was funded as of September 30, 2023) of development funding via the Rockford Loan.

As discussed in Note 1, the Company has also committed to providing up to $ 150 million (of which $ 54 million was funded as of March 31, 2024) of development funding via the Rockford Loan.

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

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

Finally, the Company has agreed and 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.

Finally, the Company has agreed and anticipates funding certain construction costs of a landside development project at Casino Queen Marquette for an amount not to exceed $ 12.5 million.

Revenue Recognition

Revenues from Real Estate

As of September 30, 2023, 14 of the Company’s real estate investment properties were leased to a subsidiary of PENN under the Amended PENN Master Lease, 7 of the Company's real estate investment properties were leased to a subsidiary under the PENN 2023 Master Lease, 12 of the Company's real estate investment properties were leased to a subsidiary of PENN under the Amended Pinnacle Master Lease, 6 of the Company's real estate investment properties were leased to a subsidiary of Caesars under the Second Amended and Restated Caesars Master Lease, 3 of the Company's real estate investment properties were leased to a subsidiary of Boyd under the Boyd Master Lease, 8 of the Company's real estate investment properties were leased to a subsidiary of Bally's under the Bally's Master Lease, 2 of the Company's real estate investment properties were leased to a subsidiary of Cordish under the Pennsylvania Live!

Master Lease, and 3 of the Company's real estate properties were leased to a subsidiary of Casino Queen under the Casino Queen Master Lease.

As of March 31, 2024, 14 of the Company’s real estate investment properties were leased to a subsidiary of PENN under the Amended PENN Master Lease, 7 of the Company's real estate investment properties were leased to a subsidiary under the PENN 2023 Master Lease, 12 of the Company's real estate investment properties were leased to a subsidiary of PENN under the Amended Pinnacle Master Lease, 5 of the Company's real estate investment properties were leased to a subsidiary of Caesars under the Third Amended and Restated Caesars Master Lease, 3 of the Company's real estate investment properties were leased to a subsidiary of Boyd under the Boyd Master Lease, 8 of the Company's real estate investment properties were leased to a subsidiary of Bally's under the Bally's Master Lease, 2 of the Company's real estate investment properties were leased to a subsidiary of Cordish under the Pennsylvania Live!

Master Lease, and 4 of the Company's real estate properties were leased to a subsidiary of Casino Queen under the Third Amended and Restated Casino Queen Master Lease.

Additionally, the land under PENN's Hollywood Casino Morgantown is subject to the Morgantown Lease.

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Louis Lease, Boyd under the Belterra Park Lease, Cordish under the Maryland Live!

Lease, and Bally's under the Tropicana Las Vegas Lease and a facility under construction that is intended to be managed by Hard Rock under the Rockford Lease.

Lease, Bally's under the Tropicana Las Vegas Lease, American Racing under the Tioga Downs Lease and 815 Entertainment under the Rockford Lease.

The obligations under the Amended PENN Master Lease, the PENN 2023 Master Lease and Amended Pinnacle Master Lease, as well as the Morgantown Lease, are guaranteed by PENN and, with respect to each lease, jointly and severally by PENN's subsidiaries that occupy and operate the facilities covered by such lease.

Similarly, the obligations under the Second Amended and Restated Caesars Master Lease and Bally's Master Lease are jointly and severally guaranteed by the parent

company and by the subsidiaries that occupy and operate the leased facilities.

Similarly, the obligations under the Third Amended and Restated Caesars Master Lease, the Third Amended and Restated Casino Queen Master Lease, the Bally's Master

Lease and the Tioga Downs Lease are jointly and severally guaranteed by the parent company and by the subsidiaries that occupy and operate the leased facilities.

The obligations under the Boyd Master Lease are jointly and severally guaranteed by Boyd's subsidiaries that occupy and operate the facilities leased under the Boyd Master Lease.

The obligations under the Maryland Live!

Lease and the Pennsylvania Live!

Master Lease are guaranteed by the Cordish subsidiaries that operate the facilities.

The rent structure under the Amended PENN Master Lease includes a fixed component, a portion of which is subject to an annual 2 % escalator if certain rent coverage ratio thresholds are met, and a component that is based on the performance of the facilities, which is prospectively adjusted, subject to certain floors (namely the Hollywood Casino at Penn National Race Course property due to PENN's opening of a competing facility) every five years to an amount equal to 4 % of the average net revenues of all facilities under the Amended PENN Master Lease during the preceding five years in excess of a contractual baseline.

Lease, the Pennsylvania Live!

Master Lease and the Rockford Lease are jointly and severally guaranteed by the subsidiaries that occupy and operate the facilities.

Rent under the PENN 2023 Master Lease is fixed with annual escalations on the entirety of rent increasing by 1.5% annually on November 1.

The rent structure under the Amended PENN Master Lease includes a fixed component, a portion of which is subject to an annual 2% escalator if certain rent coverage ratio thresholds are met, and a component that is based on the revenues of the facilities, which is prospectively adjusted, subject to certain floors (namely the Hollywood Casino at Penn National Race Course property due to PENN's opening of a competing facility) every five years to an amount equal to 4% of the average net revenues of all facilities under the Amended PENN Master Lease during the preceding five years in excess of a contractual baseline.

Similar to the Amended PENN Master Lease, the Amended Pinnacle Master Lease also includes a fixed component, a portion of which is subject to an annual 2 % escalator if certain rent coverage ratio thresholds are met and a component that is based on the performance of the facilities, which is prospectively adjusted subject to certain floors (namely the Bossier City Boomtown property due to PENN's acquisition of a competing facility, Margaritaville Resort Casino), every two years to an amount equal to 4 % of the average net revenues of all facilities under the Amended Pinnacle Master Lease during the preceding two years in excess of a contractual baseline.

The PENN 2023 Master Lease that became effective on January 1, 2023 has annual rent of $ 232.2 million, which is fixed and subject to annual escalation of 1.50 %, with the first escalation to occur for the lease year beginning on November 1, 2023.

In addition to the fixed escalations, a one-time annualized increase of $1.4 million will occur on November 1, 2027.

The deferred revenue from the Perryville Lease and Meadows Lease (which were terminated effective January 1, 2023 and whose underlying real estate was added to the PENN 2023 Master Lease) along with an allocation of the deferred revenue from the Original PENN Master Lease, as well as the guaranteed fixed escalations and the one time annual base rent increase are being recognized on a straight-line basis over the initial lease term which expires on October 31, 2033.

On July 23, 2020, the Amended and Restated Caesars Master Lease became effective as described more fully in Note 1.

This modification was accounted for as a new lease which the Company concluded continued to meet the criteria for operating lease treatment.

As a result, the existing deferred revenue at the time of the amendment is being recognized in the income statement over the Amended and Restated Caesars Master Lease's new initial lease term, which now expires in September 2038.

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

On December 18, 2020 and November 13, 2023, amendments became effective to the Amended and Restated Caesars Master Lease and Second Amended and Restated Master Lease, respectively, as described more fully in Note 1.

These modifications were each accounted for as a new lease which the Company concluded continued to meet the criteria for operating lease treatment.

As a result, the existing deferred revenue at the time of the amendments are being recognized over the Amended and Restated Caesars Master Lease's new initial lease term, which expires in September 2038.

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

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

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

years, and commencing on the fourth anniversary of the opening date and for each anniversary thereafter, (a) if the CPI increase is at least 0.5 % for any lease year, the rent for such lease year shall increase by 1.25 % of rent as of the immediately preceding lease year, and (b) if the CPI increase is less than 0.5 % for such lease year, then the rent shall not increase for such lease year.

The Morgantown Lease became effective on October 1, 2020 whereby the Company is leasing the land under PENN's gaming facility and the initial rent on the opening date and on each anniversary thereafter for each of the following three lease years shall be increased by 1.5 % annually (on a prorated basis for the remainder of the lease year in which the gaming facility opens), and 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.

Hollywood Casino Morgantown opened on December 22, 2021.

The initial rent under the Casino Queen Master Lease increases annually by 0.5 % for the first six years.

Rent under the Third Amended and Restated Casino Queen Master Lease increases annually by 0.5 % for lease years two through six.

The Company also completed the landside development project that opened in late August 2023 and rent under the Casino Queen Master Lease was adjusted to reflect a yield of 8.25 % on GLPI's project costs of $77 million.

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

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 in an amount not to exceed $ 12.5 million.

The Bally's Master Lease became effective on June 3, 2021 with the annual rent 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 and January 3, 2023, the Company completed additional acquisitions from Bally's of various land and real estate assets of Bally's casinos.

Additionally, the Company's landside development project at Casino Queen Baton Rouge was completed in late August 2023 and the rent was adjusted 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 as of September 6, 2023.

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

Additionally, the Company anticipates funding certain construction costs for an amount not to exceed $ 12.5 million, for a landside development project at Casino Queen Marquette.

The Bally's Master Lease became effective on June 3, 2021 and rent 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 and January 3, 2023, the Company completed acquisitions of the real estate assets of Bally's Biloxi, Bally's Tiverton, Bally's Black Hawk, and Bally's Quad Cities.

These properties were added to the existing Bally's Master Lease with annual rent increases subject to the escalation clauses described above.

On December 29, 2021, the Maryland Live!

Lease with Cordish became effective.

Annual rent increases by 1.75 % upon the second anniversary of the lease commencement.

Lease with Cordish became effective, with annual rent increasing by 1.75 % upon the second anniversary of the lease commencement.

The Pennsylvania Live!

Master Lease with Cordish became effective March 1, 2022 and annual rent increases by 1.75 % upon the second anniversary of the lease commencement.

Master Lease with Cordish became effective March 1, 2022 with annual rent increasing by 1.75 % upon the second anniversary of the lease commencement.

These leases were accounted for as an Investment in leases, financing receivables.

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If the CPI increase is less than 0.5 % for such lease year, then the rent shall not increase for such lease year.

On August 29, 2023, the Company acquired the land associated with the Hard Rock Casino development project in Rockford, IL from 815 Entertainment for $ 100 million.

Simultaneously with the land acquisition, GLPI entered into the Rockford Lease which has a 99 year term and initial annual rent of $ 8 million, subject to fixed 2 % annual escalation beginning with the lease's first anniversary and for the entirety of its term.

On August 29, 2023, the Company acquired the land associated with a development project in Rockford, IL.

Simultaneously with the land acquisition, GLPI entered into the Rockford Lease which has a 99 year term and initial annual rent is subject to fixed 2 % annual escalation beginning with the lease's first anniversary and for the entirety of its term.

On February 6, 2024, the Company announced it had acquired the real estate assets of Tioga Downs.

Simultaneously with the acquisition, GLPI entered into the Tioga Downs Lease which has an initial lease term of 30 years and initial annual rent that is subject to annual fixed escalations of 1.75 % beginning with the first anniversary which increases to 2 % beginning in year fifteen of the lease through the remainder of its initial term.

Furthermore, the Company's master leases provide for a floor on the percentage rent described above, should the Company's tenants acquire or commence operating a competing facility within a restricted area (typically 60 miles from a property under the existing master lease with such tenant).

These clauses provide landlord protections by basing the percentage rent floor for any affected facility on the net revenues of such facility for the calendar year immediately preceding the year in which the competing facility is acquired or first operated by the tenant.

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

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

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

Additionally, a percentage rent floor on the Amended PENN Master Lease was triggered on the Hollywood Casino at Penn National Race Course in connection with PENN opening a facility in York, Pennsylvania which went into effect at the November 1, 2023 reset.

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

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

During 2022, the Original PENN Master Lease required an accounting reassessment due to a lease amendment resulting in a lease modification for accounting purposes.

The Company concluded the lease term should end at the current

lease expiration date of October 31, 2033 and not include any of the three remaining renewal terms of 5 years each.

This was due to several factors that were not present at the inception of the Original PENN Master Lease.

At the time of this amendment, since the formation of the Company on November 1, 2013, the Company had amended and reassessed four of its nine leases that were originated prior to 2021.

All four of these reassessments were done before the completion of their initial lease terms and were the result of significant lease amendments.

Under ASC 842, the Company is required at lease inception (and if applicable at a lease reassessment date) to determine the term of the lease.

This requires concluding whether it is reasonably assured that our tenants will exercise their

renewal options contained within the lease.

The initial lease term is a key judgment that is utilized in the lease classification test to determine whether the lease is an operating lease, sales type lease or direct financing lease.

The Company currently has not included tenant renewal options in its determination of the initial lease term.

The Company assesses whether to include tenant renewal options in its calculation of the lease term based on several factors, including but not limited to, whether its tenants' leases represent substantially all of the tenants' earnings and revenues, the ability of its tenants to sell their leased operations for fair value and whether the initial term of its leases is for a significant period of time.

Since the formation of the Company on November 1, 2013, the Company has amended or reassessed seven of its fifteen current leases.

All of these reassessments were the result of significant lease amendments and were completed during the initial lease terms and prior to any renewal options.

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

PENN has significantly diversified its earnings stream since the inception of the Original PENN Master Lease such that the leased operations in the Original PENN Master Lease no longer represent substantially all of PENN's revenues and earnings.

We believe all these factors precluded the Company from concluding all renewal periods are reasonably assured to be exercised in the Original PENN Master Lease.

The Amended PENN Master Lease and the PENN 2023 Master Lease became effective January 1, 2023.

The Company concluded that the lease term for both of these leases should end at the current lease expiration date of October 31, 2033 and not include any of the three remaining renewal terms of 5 years each due to the factors described above and the fact that the earnings from the leased operations in these master leases do not represent substantially all of PENN's revenues and earnings.

The Company concluded that each individual lease component within the Amended PENN Master Lease and the PENN 2023 Master Lease meets the definition of an operating lease.

The deferred rent and contractual fixed minimum lease payments at January 1, 2023 are being recognized on a straight-line basis over the initial lease term expiration date of October 31, 2033 for both master leases.

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

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

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

In addition to the historical reassessments and the fact that Pinnacle sold its operations to PENN for fair value as described above, additional competitive threats have emerged in the regional markets for the properties in the Casino Queen Master Lease that were not present previously.

In particular, land based gaming operations including Casino Queen's leased operation in the state of Illinois have experienced significant additional competitive pressures from video gaming terminals that have rapidly expanded in the state.

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

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

Charles and Belterra Casino Resort from Pinnacle to Boyd.

As a result of this amendment, the Company reassessed the lease's classification and determined the Amended Pinnacle Master Lease qualified for operating lease treatment under ASC 840.

Therefore, subsequent to the PENN-Pinnacle Merger, the Amended Pinnacle Master Lease is treated as an operating lease in its entirety.

Because the properties under the Amended Pinnacle Master Lease did not represent a meaningful portion of PENN's business at the time PENN assumed the Amended Pinnacle Master Lease, the Company concluded that the lease term of the Amended Pinnacle Master Lease was 10 years, equal to the initial 10-year term only.

In connection with PENN exercising its first renewal option on October 1, 2020, the Company reassessed the Amended Pinnacle Master Lease as the lease term now concludes on May 1, 2031.

The Company continued to conclude that each individual lease component within the Amended Pinnacle Master Lease meets the definition of an operating lease.

The deferred rent and fixed minimum lease payments at October 1, 2020 are being recognized on a straight-line basis over the new initial lease term ending on May 1, 2031.

The Company concluded it was not reasonably assured at lease inception that Caesars, Boyd or Bally's would elect to exercise all lease renewal options under the Caesars Master Lease, the Boyd Master Lease and the Bally's Master Lease as the earnings from these properties did not represent substantially all of the tenant's business at lease inception (and with respect to the Bally's Master Lease at each point when assets were added to the lease).

The Company concluded that the lease term of the Amended and Restated Caesars Master Lease was its remaining initial lease term which was extended by 5 years when the Amended and Restated Caesars Master Lease became effective on July 23, 2020.

The lease terms of the Boyd Master Lease and Bally's Master Lease are 10 years and 15 years, respectively, equal to the initial terms of such master leases.

The Belterra Park Lease, Morgantown Lease, Maryland Live!

Lease, Horseshoe St.

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

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

The Company also concluded that the lease term for the Pennsylvania Live!

Master Lease was limited to its initial lease term given the relative size and geographic concentration of the properties in this lease.

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 Nine Months Ended September 30, 2023

Details of the Company's income from real estate for the three months ended March 31, 2024 was as follows (in thousands):

Three Months Ended March 31, 2024

Building base rent $ 282,658

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Total income from real estate $ 375,964

As of September 30, 2023, the future minimum rental income from the Company's rental properties under non-cancelable operating leases, including any reasonably assured renewal periods, was as follows (in thousands):

As of March 31, 2024, the future minimum rental income from the Company's rental properties under non-cancelable operating leases, including any reasonably assured renewal periods, was as follows (in thousands):

Year ending December 31, Future Rental Payments Receivable Straight-Line Rent Adjustments (1) Future Base Ground Rents Receivable Future Income to be Recognized Related to Operating Leases

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Total $ 11,326,447 $ 265,426 $ 113,555 $ 11,705,428

(1) Includes a $3.6 million tenant improvement allowance that is being amortized over the life of a tenant lease.

The table above presents the cash rent the Company expects to receive from its tenants, offset by adjustments to recognize this rent on a straight-line basis over the lease term.

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See Note 3 for the future contractual cash receipts to be received by the Company under its Investment in leases, financing receivables, net.

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

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

See Note 5 for further details.

Earnings Per Share

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Basic EPS is computed by dividing net income applicable to common stock by the weighted-average number of common shares outstanding during the period, excluding net income attributable to participating securities (unvested restricted stock awards).

Diluted EPS reflects the additional dilution for all potentially-dilutive securities such as stock options, unvested restricted shares, unvested performance-based restricted shares and the dilutive effect of the Company's forward sale agreement.

Diluted EPS reflects the additional dilution for all potentially-dilutive securities such as stock options, unvested restricted shares, and unvested performance-based restricted shares.

The effect of the conversion of the OP Units to common shares is excluded from the computation of basic and diluted earnings per share because all net income attributable to the non-controlling interest holders are recorded as income attributable to non-controlling interests and thus is excluded from net income available to common shareholders.

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Diluted EPS for the Company's common stock is computed using the more dilutive of the two-class method or the treasury stock method.

The following table reconciles the weighted-average common shares outstanding used in the calculation of basic EPS to the weighted-average common shares outstanding used in the calculation of diluted EPS for the three and nine months ended September 30, 2023 and 2022:

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

2023 2022 2023 2022

Three Months Ended March 31,

(in thousands)

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Assumed conversion of performance-based restricted stock awards

800 784 765 728

Dilution attributable to equity forward contract — 10 — —

Diluted weighted-average common shares outstanding 272,026 262,672

The following table presents the calculation of basic and diluted EPS for the Company’s common stock for the three and nine months ended September 30, 2023 and 2022:

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

2023 2022 2023 2022

The following table presents the calculation of basic and diluted EPS for the Company’s common stock for the three months ended March 31, 2024 and 2023:

Three Months Ended March 31,

(in thousands, except per share data)

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The Company expects, that if it enters into a forward sale contract, to physically settle each forward sale agreement with the forward purchaser on one or more dates specified by the Company prior to the maturity date of that particular forward sale agreement, in which case the aggregate net cash proceeds at settlement will equal the number of shares underlying the particular forward sale agreement multiplied by the relevant forward sale price.

However, the Company may also elect to cash settle or net share settle a particular forward sale agreement, in which case proceeds may or may not be received or cash may be owed to the forward purchaser.

However, the Company may also elect to cash settle or net share settle a particular forward sale agreement, in which case cash proceeds may or may not be received or cash may be owed to the forward purchaser.

In connection with the 2022 ATM Program, the Company engaged a sales agent who may receive compensation of up to 2 % of the gross sales price of the shares sold.

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

During the three and nine months ended September 30, 2023, the Company sold 4.4 million and 4.7 million shares of its common stock under the 2022 ATM Program which raised net proceeds of $ 210.8 million and $ 224.9 million, respectively.

As of September 30, 2023, the Company had $ 774.0 million remaining for issuance under the 2022 ATM Program.

In August 2022, the Company entered into a forward sale agreement under the Company's prior ATM program that was settled in February 2023 which resulted in the issuance of 1,284,556 common shares and net proceeds of $ 64.6 million.

The issuance was under the prior ATM program.

During the three months ended March 31, 2024, the Company sold 0.2 million shares of its common stock under the 2022 ATM Program which raised net proceeds of $ 9.0 million.

As of March 31, 2024, the Company had $ 584.6 million remaining for issuance under the 2022 ATM Program.

Non-controlling interests

As partial consideration for the closing of the real property assets under the Bally's Master Lease that occurred on January 3, 2023, the Company's operating partnership issued 286,643 newly-issued OP Units to affiliates of Bally's which were valued at $ 14.9 million.

In the prior year, as partial consideration for the closing of the real property assets under the Pennsylvania Live!

Master Lease that occurred on March 1, 2022, the Company's operating partnership issued 3,017,909 newly-issued OP Units to affiliates of Cordish which were valued at $ 137.0 million.

As partial consideration for the closing of various real property assets over the past few years, the Company's operating partnership has issued OP Units.

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

As of September 30, 2023, the Company holds a 97.2 % controlling financial interest in the operating partnership.

As partial consideration for the closing of the real property assets under the Tioga Downs Lease that occurred on February 6, 2024, the Company’s operating partnership issued 434,304 newly-issued OP units to an affiliate of Tioga Downs which were valued at $ 19.6 million.

As of March 31, 2024, the Company holds a 97.1 % controlling financial interest in the operating partnership.

Therefore, the Company consolidates the accounts of the operating partnership, and reflects the third party ownership in this entity as a non-controlling interest in the Condensed Consolidated Balance Sheets.

The Company paid $ 5.6 million and $ 18.5 million in distributions to the non-controlling interest holders concurrently with the dividends paid to the Company's common shareholders, during the three and nine month periods ended September 30, 2023, respectively.

The Company paid $ 5.2 million and $ 15.5 million in distributions to the non-controlling interest holders concurrently with the dividends paid to the Company's common shareholders, during the three and nine month periods ended September 30, 2022.

The following table lists the dividends declared and paid by the Company during the nine months ended September 30, 2023 and 2022:

The Company paid $ 6.1 million and $ 7.4 million in distributions to the non-controlling interest holders concurrently with the dividends paid to the Company's common shareholders, during the three month periods ended March 31, 2024 and March 31, 2023, respectively.

The following table lists the dividends declared and paid by the Company during the three months ended March 31, 2024 and 2023:

Declaration Date Shareholder Record Date Securities Class Dividend Per Share Period Covered Distribution Date Dividend Amount

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February 22, 2023 March 10, 2023 Common Stock $ 0.72 First Quarter 2023 March 24, 2023 $ 188,896

June 1, 2023 June 16, 2023 Common Stock $ 0.72 Second Quarter 2023 June 30, 2023 $ 189,095

August 30, 2023 September 15, 2023 Common Stock $ 0.73 Third Quarter 2023 September 29, 2023 $ 192,085

February 22, 2023 March 10, 2023 Common Stock $ 0.25 First Quarter 2023 March 24, 2023 $ 65,588

May 9, 2022 June 10, 2022 Common Stock $ 0.705 Second Quarter 2022 June 24, 2022 $ 174,519

August 31, 2022 September 16, 2022 Common Stock $ 0.705 Third Quarter 2022 September 30, 2022 $ 181,549

In addition, for the three and nine months ended September 30, 2023, dividend payments were made to GLPI restricted stock award holders in the amount of $0.2 million and $0.7 million, respectively.

In addition, for the three and nine months ended September 30, 2022, dividend payments were made to GLPI restricted stock award holders in the amount of $0.2 million and $0.6 million, respectively.

On February 22, 2023, the Company declared a first quarter dividend of $ 0.72 per share in addition to a special earnings and profit dividend related to the sale of the Tropicana Las Vegas building of $ 0.25 per share on the Company's common stock.

In addition, for the three months ended March 31, 2024 and March 31, 2023, dividend payments were made to GLPI restricted stock award holders in the amount of $0.2 million and $0.3 million, respectively.

On February 22, 2023, the Company the Company declared a first quarter dividend of $ 0.72 per share in addition to a special earnings and profit dividend related to the sale of the Tropicana Las Vegas building of $ 0.25 per share on the Company's common stock.

Stock-Based Compensation

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

As of September 30, 2023, there was $ 5.6 million of total unrecognized compensation cost for restricted stock awards that will be recognized over the grants' remaining weighted average vesting period of 1.75 years.

For the three and nine months ended September 30, 2023, the Company recognized $ 1.5 million and $ 7.2 million of compensation expense associated with these awards, compared to $ 1.3 million and $ 6.8 million for the three and nine months ended September 30, 2022, within general and administrative expenses on the condensed consolidated statements of income.

The following table contains information on restricted stock award activity for the nine months ended September 30, 2023:

As of March 31, 2024, there was $ 8.7 million of total unrecognized compensation cost for restricted stock awards that will be recognized over the grants' remaining weighted average vesting period of 1.96 years.

For the three months ended March 31, 2024, the Company recognized $ 4.2 million of compensation expense associated with these awards, compared to $ 4.3 million for the three months ended March 31, 2023, within general and administrative expenses on the condensed consolidated statements of income.

The following table contains information on restricted stock award activity for the three months ended March 31, 2024:

Number of Award

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Released ( 215,685 )

Outstanding at September 30, 2023 300,121

Outstanding at March 31, 2024 314,339

Performance-based restricted stock awards have a three-year cliff vesting with the amount of restricted shares vesting at the end of the three-year period determined based upon the Company’s performance as measured against its peers.

More specifically, the percentage of shares vesting at the end of the measurement period will be based on the Company’s three-year total shareholder return measured against the three-year total shareholder return of the companies included in the MSCI US REIT index and the Company's stock performance ranking among a group of triple-net REIT peer companies.

The triple-net measurement group includes publicly traded REITs, which the Company believes derive at least 75 % of revenues from triple-net leases.

As of September 30, 2023, there was $ 19.9 million of total unrecognized compensation cost, which will be recognized over the performance-based restricted stock awards' remaining weighted average vesting period of 1.84 years.

For the three and nine months ended September 30, 2023, the Company recognized $ 3.7 million and $ 10.8 million of compensation expense associated with these awards within general and administrative expenses on the condensed consolidated statements of income compared to $ 3.1 million and $ 9.5 million for the corresponding periods in the prior year.

The following table contains information on performance-based restricted stock award activity for the nine months ended September 30, 2023:

As of March 31, 2024, there was $ 27.3 million of total unrecognized compensation cost, which will be recognized over the performance-based restricted stock awards' remaining weighted average vesting period of 2.13 years.

For the three months ended March 31, 2024, the Company recognized $ 3.9 million of compensation expense associated with these awards within general and administrative expenses on the condensed consolidated statements of income compared to $ 3.5 million for the corresponding periods in the prior year.

The following table contains information on performance-based restricted stock award activity for the three months ended March 31, 2024:

Number of Performance-Based Award Shares

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Released ( 478,000 )

Outstanding at September 30, 2023 1,492,000

Outstanding at March 31, 2024 1,537,000

Supplemental Disclosures of Cash Flow Information and Noncash Activities

Supplemental disclosures of cash flow information are as follows:

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

2023 2022 2023 2022

Three Months Ended March 31,

(in thousands)

Cash paid for income taxes, net of refunds received $ 448 $ ( 977 ) $ 1,427 $ 6,202

Cash paid for interest $ 79,034 $ 81,995

Noncash Investing and Financing Activities

On February 6, 2024, as partial consideration for the closing of the real property assets under the Tioga Downs Lease, the Company’s operating partnership issued 434,304 newly-issued OP units to an affiliate of Tioga Downs which were valued at $ 19.6 million for accounting purposes at closing and assumed debt of $ 63.5 million that was repaid after closing with the offsetting increase to Investment in leases, financing receivables, net.

On January 3, 2023, as part of the consideration for the land and real estate assets of Bally's Biloxi and Bally's Tiverton, the Company issued 286,643 OP Units to affiliates of Bally's that were valued at $ 14.9 million for accounting purposes at closing.

On March 1, 2022, as part of the consideration for the real estate assets acquired pursuant to the Pennsylvania Live!

Master Lease, the Company issued 3,017,909 OP Units to affiliates of Cordish that were valued at $ 137.0 million for accounting purposes at closing and assumed debt of $422.9 million that was repaid after closing with the offsetting increase to Investment in leases, financing receivables, net.

The Company also recognized a right of use asset and liability of $37.1 million on a ground lease which

was subsequently remeasured due to a renegotiation and reduced the right of use asset and lease liability to $18.4 million for the

year ended December 31, 2023.

The Company accounts for its acquisitions of real estate assets as asset acquisitions under ASC 805 - Business Combinations .

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Current year acquisitions

On February 6, 2024, the Company acquired the real estate assets of Tioga Downs, in Nichols, NY from American Racing for $ 175.0 million which comprised of cash, assumed debt that was repaid after closing, and OP Units.

Simultaneously with the acquisition, GLPI entered into the Tioga Downs Lease.

The transaction was accounted for as a failed sale leaseback and as such the purchase price, along with incremental transaction costs, was allocated to Investment in leases, financing receivables in the amount of $176.4 million.

Prior year acquisitions

On January 3, 2023, the Company closed its previously announced acquisition from Bally's of the land and real estate assets of Bally's Biloxi and Bally's Tiverton.

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The Company continues to have the option, subject to receipt by Bally's of required consents, to acquire the real property assets of Bally's Lincoln prior to December 31, 2026 for a purchase price of $ 771.0 million and additional annual rent of $ 58.8 million.

On August 29, 2023, the Company acquired the land associated with a development project in Rockford, IL, that upon opening is intended to be managed by a subsidiary of Hard Rock, from an affiliate of 815 Entertainment.

Simultaneously with the land acquisition, GLPI entered into the Rockford Lease.

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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-Q

Item 1. Financial Statements