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Item 1. Financial Statements

2024-07-25 compared with 2024-04-25 · 213 added, 140 removed, 771 unchanged (31% of the section changed)

23 unchanged sentences

Commitments and Contingencies (Note 9)

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)

Preferred stock ($ .01 par value, 50,000,000 shares authorized, no shares issued or outstanding at June 30, 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 June 30, 2024 and December 31, 2023, respectively)

Additional paid-in capital 6,059,956 6,052,109

1 unchanged sentence

Total equity attributable to Gaming and Leisure Properties 4,134,311 4,156,905

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)

Noncontrolling interests in GLPI's Operating Partnership ( 8,087,630 units and 7,653,326 units outstanding at June 30, 2024 and December 31, 2023, respectively)

370,614 352,049

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(in thousands, except per share data)

Three Months Ended March 31,

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

2024 2023 2024 2023

Rental income $ 332,815 $ 319,236 $ 663,397 $ 637,204

41 unchanged sentences

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

Restricted stock activity

— — 5,426 — — 5,426

Dividends paid ( $ 0.76 per common share)

— — — ( 206,583 ) — ( 206,583 )

Distributions to non-controlling interest — — — — ( 6,147 ) ( 6,147 )

— — — 208,250 6,162 214,412

Balance, June 30, 2024 271,500,584 $ 2,715 $ 6,059,956 $ ( 1,928,360 ) $ 370,614 $ 4,504,925

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

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

See accompanying notes to the condensed consolidated financial statements.

3 unchanged sentences

(in thousands, unaudited)

Three months ended March 31, 2024 2023

Six months ended June 30, 2024 2023

Operating activities

21 unchanged sentences

Capital maintenance expenditures ( 552 ) ( 8 )

Return of contingent consideration from previous acquisition 1,798 —

Investment in leases, financing receivables ( 203,486 ) —

52 unchanged sentences

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.

There were 8,087,630 OP Units outstanding as of June 30, 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 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:

As of June 30, 2024, GLPI’s portfolio consisted of interests in 65 gaming and related facilities, including 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 Inc.

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 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.

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"), 3 gaming and related facilities operated by Strategic Gaming Management, LLC ("Strategic") and 1 gaming and related facility operated by American Racing.

These facilities, including our corporate headquarters building, are geographically diversified across 20 states and contain approximately 29.3 million square feet.

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

As of June 30, 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.

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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 initial form of such lease the "Original PENN Master Lease").

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 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 PENN 2023 Master Lease.

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;

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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 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.

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

The annual rent is comprised of a fixed component, part of which is subject to an annual escalator of up to 2 % if certain rent coverage ratio

thresholds are met, and a component that is based on the performance of the facilities which is adjusted, subject to certain floors, every two years to an amount equal to 4 % of the average annual net revenues of Belterra Park during the preceding two years in excess of a contractual baseline.

The annual rent

is comprised of a fixed component, part of which is subject to an annual escalator of up to 2 % if certain rent coverage ratio thresholds are met, and a component that is based on the performance of the facilities which is adjusted, subject to certain floors, every two years to an amount equal to 4 % of the average annual net revenues of Belterra Park during the preceding two years in excess of a contractual baseline.

Third Amended and Restated Caesars Master Lease

1 unchanged sentence

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

Pursuant to the terms of the Amended Real Estate Purchase Agreement, the Company acquired the real estate assets of Tropicana Atlantic City, Tropicana Evansville, Tropicana Laughlin, Trop Casino Greenville and the Belle of Baton Rouge (the "GLP Assets") from Tropicana for an aggregate cash purchase price of $ 964.0 million, exclusive of transaction fees and taxes (the "Tropicana Acquisition").

Pursuant to the terms of the Amended Real Estate Purchase Agreement, the Company acquired the real estate assets of Tropicana Atlantic City, Tropicana Evansville, Tropicana Laughlin, Trop Casino Greenville and the Belle of Baton Rouge ("The Belle") (the "GLP Assets") from Tropicana for an aggregate cash purchase price of $ 964.0 million, exclusive of transaction fees and taxes (the "Tropicana Acquisition").

Concurrent with the Tropicana Acquisition, Eldorado Resorts, Inc.

(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 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.

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 The Belle 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.

1 unchanged sentence

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.

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 to Casino Queen with no change in rent obligation to the Company.

Horseshoe St.

On October 1, 2018, the Company entered into a loan agreement with Caesars in connection with Caesars’s acquisition of Lumière Place Casino, now known as Horseshoe St.

Louis ("Horseshoe St.

Louis, whereby the Company loaned Caesars $ 246.0 million (the "CZR loan").

4 unchanged sentences

Louis property in satisfaction of the CZR loan.

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.

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

(the "Horseshoe St.

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

Louis Lease") the initial term of which expires on October 31, 2033, with four separate renewal options of five years each, exercisable at the tenant's option.

The Horseshoe St.

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

Bally's Master Lease

3 unchanged sentences

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 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.

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

The existing Bally's Master Lease was amended to add these properties 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.

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

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 Twin River Lincoln Casino Resort ("Bally's Lincoln") prior to December 31, 2026 for a purchase price of $ 771.0 million and additional rent of $ 58.8 million.

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 Twin River Lincoln Casino Resort ("Bally's Lincoln") prior to December 31, 2026 for a purchase price of $ 735.0 million, which has been reduced from $ 771.0 million and additional rent of $ 58.8 million.

Tropicana Las Vegas Lease

32 unchanged sentences

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").

On June 3, 2024, the Company announced that it has agreed to fund and oversee a landside move and hotel renovation of The Belle for Casino Queen.

GLPI has committed to provide up to approximately $ 111 million of funding for the project ($ 7.0 million of which has been funded as of June 30, 2024), which is expected to be completed by September 2025.

casino will continue to operate for the construction period except while gaming equipment is being moved to the new facility.

GLPI will own the new facility and Casino Queen will pay an incremental rental yield of 9 % on the development funding beginning a year from the initial disbursement of funds, which occurred on May 30, 2024.

Maryland Live!

18 unchanged sentences

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.

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

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

2 unchanged sentences

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 is prepayable without penalty following the opening of the Hard Rock Casino in Rockford, IL ("Hard Rock Casino Rockford") , which is expected in late August 2024.

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

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.

As of June 30, 2024, $ 93 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 Rockford 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.

Simultaneous with the acquisition, an affiliate of 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").

Strategic Gaming Leases

On May 16, 2024, the Company acquired the real estate assets of Silverado Franklin Hotel & Gaming Complex ("Silverado"), the Deadwood Mountain Grand ("DMG") casino, and Baldini's Casino ("Baldini's") for $ 105 million, plus an additional $ 5 million that was funded at closing to reimburse Strategic for capital improvements.

Simultaneous with the acquisition, GLPI and affiliates of Strategic entered into two cross-defaulted triple-net lease agreements, each for an initial 25 -year term with two ten-year renewal periods.

The initial aggregate annual cash rent for the new leases is $ 9.2 million and is subject to a fixed 2.0 % annual escalation beginning in year three of the lease and a CPI-based annual escalation beginning in year 11 of the lease, at the greater of 2 % or CPI capped at 2.5 % (the "Strategic Gaming Leases").

As part of the transaction, the Company also secured a right of first refusal on the real estate related to future acquisitions until Strategic's adjusted EBITDAR related to GLPI's owned assets reaches $40 million annualized.

Basis of Presentation

6 unchanged sentences

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.

1 unchanged sentence

Actual results could differ from those estimates.

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.

Operating results for the three and six months ended June 30, 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 (the "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.

1 unchanged sentence

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.

In February 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.

The securities are recorded at amortized cost on the balance sheet which approximated its fair value at June 30, 2024.

Investment in leases, financing receivables, net

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Investment in leases - financing receivables, net $ 2,312,021 $ 2,023,606

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):

The present value of the net investment in the lease payment receivable and unguaranteed residual value at June 30, 2024 was $ 2,278.9 million and $ 74.0 million compared to $ 1,991.4 million and $ 54.2 million at December 31, 2023.

At June 30, 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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The Company also monitors legislative changes to assess whether it would have an impact on the underlying performance of its tenant.

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

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

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 June 30, 2024 and December 31, 2023.

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

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

Balance at December 31, 2023 Change in Allowance Ending Balance at March 31, 2024 Change in Allowance Ending Balance at June 30, 2024

Maryland Live!

4 unchanged sentences

Tioga Downs Lease — 1,579 1,579 ( 150 ) 1,429

Strategic Gaming Leases — $ — — 856 856

Totals $ 21,971 $ 22,204 $ 44,175 $ ( 3,322 ) $ 40,853

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

Balance at December 31, 2022 Change in Allowance Ending Balance at March 31, 2023 Change in Allowance Ending Balance at June 30, 2023

Maryland Live!

3 unchanged sentences

Totals $ 19,124 $ ( 5,653 ) $ 13,471 $ 28,052 $ 41,523

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

The amortized cost basis of the Company's investment in leases, financing receivables by year of origination is shown below as of June 30, 2024 (in thousands):

Origination year Investment in leases, financing receivables Allowance for credit losses Amortized cost basis at June 30, 2024

Allowance as a percentage of outstanding financing receivable

4 unchanged sentences

Total $ 2,352,874 $ ( 40,853 ) $ 2,312,021 ( 1.74 ) %

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 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.

During the three and six months ended June 30, 2024, the Company recorded a benefit for credit losses, net and a provision for credit losses, net of $ 3.8 million and $ 19.5 million , respectively (inclusive of the reserve for real estate loans and reserves on the unfunded loan commitment, see Note 5 for details).

The benefit in the three month period ended June 30, 2024 was due to probability weighting changes in economic forecast scenarios that we utilize from a third party.

The provision for the six months ended June 30, 2024 was primarily due to a decline in the estimated real estate values underlying the Company's Investment in leases, financing receivables and, to a lesser extent, the Company's real estate loans and related loan commitment.

These values are estimated based on the actual and long term projections of the Commercial Real Estate Price Index which, as of June 30, 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.

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 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.

During the three and six months ended June 30, 2023, the Company recorded a provision for credit losses, net of $ 28.1 million and $ 22.4 million, respectively.

The significant provision for credit losses recorded for the three months ended June 30, 2023 was the result of a decline in the estimated real estate values underlying the Company's Investment in leases, financing receivables.

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

The reason for differences in the allowance as a percentage of outstanding financing receivable for leases originated in each calendar year in the table above depends on various factors for the leases such as expected rent coverage ratios and loan to value ratios.

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.

5 unchanged sentences

Building and improvements 6,788,956 6,787,464

Construction in progress 7,052 —

Total real estate investments 10,354,061 10,347,315

1 unchanged sentence

Real estate investments, net $ 8,045,884 $ 8,168,792

Construction in progress primarily represents development funding on The Belle.

See Note 1 for details on this project.

Real estate loans, net

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.

As discussed in Note 1, the Company entered into the Rockford Loan during 2023 and $ 93 million of the $ 150 million commitment was drawn as of June 30, 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).

10 unchanged sentences

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

Change in allowance $ ( 935 )

Ending Balance at June 30, 2024 $ ( 2,628 )

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

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.

The Company recorded provision for credit losses of $ 0.9 million and $ 1.7 million for the three month and six months ended June 30, 2024 on the Rockford Loan.

Additionally, the Company recorded a benefit of $ 1.4 million and $ 1.0 million during the three month and six month period ended June 30, 2024 on the unfunded loan commitment for the Rockford Loan.

The reserve for the unfunded loan commitment was recorded in other liabilities on the Condensed Consolidated Balance Sheets and totaled $ 1.6 million at June 30, 2024.

The borrower is current on its loan obligation as of June 30, 2024.

Lease Assets and Lease Liabilities

9 unchanged sentences

The Company assessed the acquired ground leases to determine if the lease terms were favorable or unfavorable, given market conditions at the acquisition date.

Because the market rents to be received under the Company's triple-net tenant leases were greater than the rents to be paid under the acquired ground leases, the Company concluded that the ground leases were below market and were therefore required to be recorded as a definite lived asset (land rights) on its books.

Because the market rents to be received under the Company's triple-net tenant leases were greater than the rents to be paid under the

acquired ground leases, the Company concluded that the ground leases were below market and were therefore required to be recorded as a definite lived asset (land rights) on its books.

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

March 31, 2024 December 31, 2023

June 30, 2024 December 31, 2023

Right-of use assets - operating leases

9 unchanged sentences

Land rights, net $ 632,718 $ 639,270

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

As of June 30, 2024, estimated future amortization expense related to the Company’s land rights by fiscal year is as follows (in thousands):

Year ending December 31,

3 unchanged sentences

Operating Lease Liabilities

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

At June 30, 2024, payments under the Company's operating lease liabilities were as follows (in thousands):

Year ending December 31,

6 unchanged sentences

Operating lease costs represent the entire amount of expense recognized for operating leases that are recorded on the condensed consolidated balance sheets.

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

Variable lease costs are not included in the measurement of the lease liability and include both lease payments tied to a property's performance and changes in an index (such as the CPI) that are not

determinable at lease commencement, while short-term lease costs are costs for those operating leases with a term of 12 months or less.

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

Three Months Ended March 31,

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

2024 2023 2024 2023

Operating lease cost $ 3,635 $ 3,744 $ 7,264 $ 7,518

5 unchanged sentences

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

March 31, 2024

June 30, 2024

Weighted average remaining lease term - operating leases 50.37 years

1 unchanged sentence

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

Three Months Ended March 31,

(in thousands)

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

2024 2023 2024 2023

(in thousands) (in thousands)

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

Operating cash flows from operating leases (1)

$ 414 $ 405 $ 829 $ 809

(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.

1 unchanged sentence

Financing Lease Liabilities

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

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

As the Maryland Live!

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

In connection with the acquisition of certain real property assets included in the Maryland Live!

Lease and the Strategic Gaming Leases, the Company acquired the rights to land subject to a long-term ground lease which expire in June 2111 and April 2062, respectively.

As these leases were accounted for as Investment in leases, financing receivables, the underlying ground leases were accounted for as financing lease obligations within Lease liabilities on the Condensed Consolidated Balance Sheets.

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

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

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

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

The Company's weighted average discount rate on the fixed minimum annual payments was 5.14% to arrive at the initial lease obligations.

At June 30, 2024, payments under the Company's financing lease liabilities were as follows (in thousands):

2024 (remainder of year) $ 1,338

2 unchanged sentences

Interest ( 265,495 )

Present value of finance lease liability $ 54,378

Present value of finance lease liabilities $ 60,561

Long-term Debt

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$ 6,632,842 $ 6,627,550

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

The following is a schedule of future minimum repayments of long-term debt as of June 30, 2024 (in thousands):

2024 (remainder of year) $ 400,079

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The current commitment fee rate is 0.25 %.

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

The weighted average interest rate under the Term Loan Credit Facility at June 30, 2024 was 6.73 % .

Amortization and Prepayments

12 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.

At June 30, 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

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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.

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

At June 30, 2024, no amounts were outstanding under the Amended Credit Agreement.

Additionally, at June 30, 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 June 30, 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.

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

At June 30, 2024, the Company was in compliance with all required financial covenants under the Amended Credit Agreement.

Senior Unsecured Notes

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

At June 30, 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:

18 unchanged sentences

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

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

At June 30, 2024, the Company was in compliance with all required financial covenants under its Senior Notes.

Fair Value of Financial Assets and Liabilities

13 unchanged sentences

Investment securities held to maturity

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

As discussed in Note 2, in February 2024, the Company purchased U.S.

Treasury Bills that will mature in August 2024.

1 unchanged sentence

Investment in leases, financing receivables, net

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, the Rockford Lease, and the Tioga Downs Lease.

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 applicable leases.

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

The initial fair value is then adjusted for changes in the commercial real estate price index and as such is a Level 3 measurement as defined under ASC 820.

This value is then adjusted for changes in the commercial real estate price index and as such is a Level 3 measurement as defined under ASC 820.

Deferred Compensation Plan Assets

9 unchanged sentences

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

March 31, 2024 December 31, 2023

June 30, 2024 December 31, 2023

Value Carrying

13 unchanged sentences

Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis

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.

There were no other assets or liabilities measured at fair value on a nonrecurring basis during the six months ended June 30, 2024 and 2023.

Commitments and Contingencies

10 unchanged sentences

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 $ 54 million was funded as of March 31, 2024) 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 $ 93 million was funded as of June 30, 2024) of development funding via 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).

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.

The Rockford Loan is prepayable without penalty following the opening of the Hard Rock Casino Rockford which is expected in late August 2024.

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

On June 3, 2024, the Company announced that it has agreed to fund and oversee a landside move and hotel renovation of The Belle for Casino Queen.

GLPI has committed to provide up to approximately $ 111 million of funding for the project (of which $ 7 million has been funded as of June 30, 2024), which is expected to be completed by September 2025.

The casino will continue to operate during the construction period except while gaming equipment is being moved to the new facility.

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.

1 unchanged sentence

Revenues from Real Estate

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.

As of June 30, 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, 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 and 3 of the Company's real estate investment properties were leased to subsidiaries of Strategic under the Strategic Gaming Leases.

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

3 unchanged sentences

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 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.

Similarly, the obligations under the Third Amended and Restated Caesars Master Lease, the Horseshoe St.

Louis Lease, the Third Amended and Restated Casino Queen Master Lease, the Bally's Master Lease, the Strategic Gaming Leases and the Tioga Downs Lease are each jointly and severally guaranteed by the applicable parent company and 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.

1 unchanged sentence

Lease, the Pennsylvania Live!

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

Master Lease, the Belterra Park 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.

26 unchanged sentences

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.

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

The existing Bally's Master Lease was amended to add these properties with annual rent increases subject to the escalation clauses described above.

On December 29, 2021, the Maryland Live!

11 unchanged sentences

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).

On May 16, 2024, the Company acquired the real estate assets of Silverado, DMG, and Baldini's.

Simultaneous with the acquisition, GLPI and affiliates of Strategic entered into the Strategic Gaming Leases.

The rent is subject to a fixed 2.0 % annual escalation beginning in year three of the lease and a CPI-based annual escalation beginning in year 11 of the lease, at the greater of 2 % or CPI capped at 2.5 %.

Furthermore, the Company's master leases with percentage rent 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.

4 unchanged sentences

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.

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.

1 unchanged sentence

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.

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

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

Details of the Company's income from real estate for the three and six months ended June 30, 2024 was as follows (in thousands):

Three Months Ended June 30, 2024 Six Months Ended June 30, 2024

Building base rent $ 286,638 $ 569,296

7 unchanged sentences

Total income from real estate $ 380,626 $ 756,590

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):

As of June 30, 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

7 unchanged sentences

(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.

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

The Company also includes the future non-cash revenue it expects to recognize from the fixed portion of tenant paid ground leases in the table above.

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.

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

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

See Note 5 for further details.

6 unchanged sentences

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 months ended March 31, 2024 and 2023:

Three Months Ended March 31,

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

2024 2023 2024 2023

(in thousands)

3 unchanged sentences

Assumed conversion of performance-based restricted stock awards

431 763 423 749

Diluted weighted-average common shares outstanding 272,065 263,400 272,042 263,029

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,

The following table presents the calculation of basic and diluted EPS for the Company’s common stock for the three and six months ended June 30, 2024 and 2023:

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

2024 2023 2024 2023

(in thousands, except per share data)

19 unchanged sentences

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 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.

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 six months ended June 30, 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 June 30, 2024, the Company had $ 584.6 million remaining for issuance under the 2022 ATM Program.

Subsequent to June 30, 2024, the Company sold 2.9 million shares of its common stock under the 2022 ATM Program which raised net proceeds of $ 139.4 million.

Non-controlling interests

2 unchanged sentences

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.

As of June 30, 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 $ 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:

The Company paid $ 6.2 million and $ 12.3 million in distributions to the non-controlling interest holders concurrently with the dividends paid to the Company's common shareholders, during the three and six month periods ended June 30, 2024, respectively.

The Company paid $ 5.5 million and $ 12.9 million in distributions to the non-controlling interest holders concurrently with the dividends paid to the Company's common shareholders, during the three and six month periods ended June 30, 2023, respectively.

The following table lists the dividends declared and paid by the Company during the six months ended June 30, 2024 and 2023:

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

1 unchanged sentence

February 26, 2024 March 15, 2024 Common Stock $ 0.76 First Quarter 2024 March 29, 2024 $ 206,340

May 20, 2024 June 7, 2024 Common Stock $ 0.76 Second Quarter 2024 June 21, 2024 $ 206,340

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

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

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.

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

In addition, for the three and six months ended June 30, 2024 dividend payments were made to GLPI restricted stock award holders in the amount of $0.3 million and $0.5 million, respectively.

In addition, for the three and six months ended June 30, 2023, dividend payments were made to GLPI restricted stock award holders in the amount of $0.2 million and $0.5 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.

Stock-Based Compensation

3 unchanged sentences

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 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:

As of June 30, 2024, there was $ 7.3 million of total unrecognized compensation cost for restricted stock awards that will be recognized over the grants' remaining weighted average vesting period of 1.80 years.

For the three and six months ended June 30, 2024, the Company recognized $ 1.6 million and $ 5.8 million of compensation expense associated with these awards, compared to $ 1.4 million and $ 5.7 million for the three and six months ended June 30, 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 six months ended June 30, 2024:

Number of Award

2 unchanged sentences

Released ( 215,685 )

Outstanding at March 31, 2024 314,339

Outstanding at June 30, 2024 317,572

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.

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:

As of June 30, 2024, there was $ 23.5 million of total unrecognized compensation cost, which will be recognized over the performance-based restricted stock awards' remaining weighted average vesting period of 1.94 years.

For the three and six months ended June 30, 2024, the Company recognized $ 3.9 million and $ 7.8 million of compensation expense associated with these awards within general and administrative expenses on the condensed consolidated statements of income compared to $ 3.6 million and $ 7.1 million for the corresponding periods in the prior year.

The following table contains information on performance-based restricted stock award activity for the six months ended June 30, 2024:

Number of Performance-Based Award Shares

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Released ( 478,000 )

Outstanding at March 31, 2024 1,537,000

Outstanding at June 30, 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 March 31,

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

2024 2023 2024 2023

(in thousands)

Cash paid for income taxes, net of refunds received $ 2,399 $ 1,086 $ 2,399 $ 979

Cash paid for interest $ 88,592 $ 74,093 $ 167,626 $ 156,088

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Current year acquisitions

On May 16, 2024, the Company acquired the real estate assets of Silverado, the DMG Casino, and Baldini's for $ 105 million, plus an additional $ 5 million that was funded at closing to reimburse the tenant for capital improvements.

Simultaneous with the acquisition, GLPI and affiliates of Strategic entered into two cross-defaulted triple-net lease agreements, each for an initial 25 -year term with two ten-year renewal periods.

The transaction was accounted for as a failed sale leaseback and the purchase price allocation of these assets and liabilities based on their respective fair values at the acquisition date are summarized below (in thousands).

Investment in leases, financing receivables 116,217

Financing lease liabilities ( 6,054 )

Total purchase price 110,163

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.

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At closing, the Company was credited its previously funded $ 200 million deposit that was recorded in other assets at December 31, 2022 as well as a $9.0 million transaction fee that was recorded against the purchase price.

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.

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Total purchase price $ 32,722

Subsequent Events

On July 12, 2024, the Company announced that it entered into a binding term sheet with Bally’s pursuant to which the Company intends to acquire the real property assets of Bally’s Kansas City Casino (“Bally’s Kansas City”) and Bally’s Shreveport Casino & Hotel (“Bally’s Shreveport”) as well as the land under Bally’s planned permanent Chicago casino site, and fund the construction of certain real property improvements of the Bally’s Chicago Casino Resort (“Bally’s Chicago”) for aggregate consideration of approximately $ 1.585 billion, which would represent a blended 8.3 % initial cash yield.

In addition, GLPI secured adjustments to improve the purchase price and related cap rate related to the existing, previously announced, contingent purchase option for Bally’s Lincoln, as well as the addition of a right for GLPI to call the asset beginning on October 1, 2026.

The term sheet represents a binding agreement between GLPI and Bally's unless or until superseded by long-form definitive documents reflecting mutually agreed transaction terms and conditions in further detail.

No assurance can be given that the contemplated transactions will be completed on the proposed terms and/or timeline or at all.

GLPI intends to fund construction hard costs of up to $ 940.0 million at an 8.5 % initial cash yield with the remainder to be funded by Bally’s with the sale leaseback proceeds related to Bally’s Kansas City and Bally’s Shreveport along with other funding sources such as Bally’s Chicago’s planned initial public offering and cash flows from operations.

Funding is expected to occur from August 2024 through December 2026.

GLPI would own all funded improvements, which would be leased to Bally’s with rent commencing at a rate of 8.5 % as advances are made.

In addition to the development funding of hard costs, GLPI also intends to acquire the Chicago land for approximately $ 250 million before development begins.

Upon GLPI’s purchase of the Chicago land GLPI expects that rent will commence under a new lease carrying a 15 year initial term with an initial cash yield of 8.0 %.

The new lease will be cross-defaulted with the construction development funding agreement.

Upon completion of the improvements and acquisition of the land, GLPI expects to own substantially all of the real estate land and improvements related to the Chicago casino and hotel for a total investment of $ 1.19 billion and blended initial cash investment yield of 8.4 %.

GLPI intends to purchase the real property assets of both Bally’s Kansas City and Bally’s Shreveport for total consideration of $ 395 million.

The two properties would be in a new Bally’s Master Lease that would be cross-defaulted with the existing Bally’s Master Lease with initial cash rent pursuant to the agreement for the two new properties of $ 32.2 million, representing an 8.2 % initial cash capitalization rate.

The Company expects to close on the proposed Bally’s Kansas City and Bally’s Shreveport sale leaseback transactions as early as the fourth quarter of 2024, subject to customary regulatory and other approvals.

In total, the Chicago, Kansas City, and Shreveport transactions represent a blended 8.3 % yield and are expected to be funded on a staggered basis with cash on hand, retained operational cash flow, availability from the Revolver, and proceeds from potential capital markets activity.

The transactions are subject to several conditions as well as certain third-party consents and regulatory approvals.

Key conditions include but are not limited to:

(a) valid assignment of the current ground lease to GLPI or acquisition by GLPI of the fee interest in Chicago;

(b) the final structure and pro forma capitalization of Bally’s following the proposed acquisition of Bally's by Standard General, or similar transaction, in the event any agreement is reached with the board of directors of Bally’s;

and (d) receipt of all necessary gaming regulatory and other third party approvals.

GLPI and Bally’s have further agreed to adjust GLPI’s existing contingent purchase option for Bally’s Lincoln to reflect a purchase price of $ 735 million, which has been reduced from $ 771 million.

The purchase price adjustment results in the initial cash yield’s favorable adjustment from 7.6 % to 8.0 % based on $ 58.8 million initial cash rent.

GLPI has also been granted a call right, subject only to regulatory approval, beginning on October 1, 2026 to ensure that GLPI has the opportunity to acquire the property prior to the expiration of the current option period.

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