Gaming & Leisure Properties, Inc. 10-Q

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Our Operations GLPI is a self-administered and self-managed Pennsylvania REIT. GLPI was incorporated on February 13, 2013, as a wholly-owned subsidiary of PENN Entertainment, Inc., formerly known as Penn National Gaming, Inc. (NASDAQ: PENN) ("PENN"). On November 1, 2013, PENN contributed to GLPI, through a series of internal corporate restructurings, substantially all of the assets and liabilities associated with PENN’s real property interests and real estate development business, as well as the assets and liabilities of Hollywood Casino Baton Rouge and Hollywood Casino Perryville (which are referred to as the "TRS Properties") and then spun-off GLPI to holders of PENN's common and preferred stock in a tax-free distribution (the "Spin-Off"). 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" ). The Company elected on its U.S. federal income tax return for its taxable year that began on January 1, 2014 to be treated as a REIT and GLPI, together with its indirect wholly-owned subsidiary, GLP Holdings, Inc., jointly elected to treat each of GLP Holdings, Inc., Louisiana Casino Cruises, Inc. (d/b/a Hollywood Casino Baton Rouge) and Penn Cecil Maryland, Inc. (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 Second Amended and Restated 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, 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: BALY) ("Bally's") acquired both the building assets from GLPI and PENN's outstanding equity interests in Tropicana Las Vegas. 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. 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. OP Units are exchangeable for common shares of the Company on a one-for-one basis, subject to certain terms and conditions. Such issuance of OP Units to Cordish in exchange for its contribution of certain real property assets resulted in GLP Capital becoming treated as a partnership for income tax purposes, with GLPI being deemed to contribute substantially all of the assets and liabilities of GLP Capital in exchange for the general partnership and a majority of the limited partnership interests, and a minority limited partnership interest being owned by Cordish (the "UPREIT Transaction"). In advance of the UPREIT Transaction, the Company, together with GLP Financing II, Inc. 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 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 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. (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 38 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 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. The majority of our earnings are the result of the rental revenues we receive from our triple-net master leases with PENN, Boyd, Bally's, Cordish, Casino Queen and Caesars. In addition to rent, the 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. Additionally, in accordance with ASC 842, we record revenue for the ground lease rent paid by our tenants with an offsetting expense in land rights and ground lease expense within the Condensed Consolidated Statements of Income as we have concluded that as the lessee we are the primary obligor under the ground leases. We sublease these ground leases back to our tenants, who are responsible for payment directly to the landlord. 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 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 extending to October 31, 2048. 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 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; Columbus and Toledo, Ohio; and Henderson, Nevada. The properties removed from the Original PENN Master Lease were added to the PENN 2023 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 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 extending to October 31, 2048. 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 In April 2016, the Company acquired substantially all of the real estate assets of Pinnacle Entertainment, Inc. ("Pinnacle") for approximately $4.8 billion. GLPI originally leased these assets back to Pinnacle, under a unitary triple-net lease, the term of which expires April 30, 2031, with no purchase option, followed by four remaining 5-year renewal options (exercisable by the tenant) on the same terms and conditions (the "Pinnacle Master Lease"). On October 15, 2018, the Company completed its previously announced transactions with PENN, Pinnacle and Boyd to accommodate PENN's acquisition of the majority of Pinnacle's operations, pursuant to a definitive agreement and plan of merger between PENN and Pinnacle, dated December 17, 2017 (the "PENN-Pinnacle Merger"). Concurrent with the PENN-Pinnacle Merger, the Company amended the Pinnacle Master Lease to allow for the sale of the operating assets of Ameristar Casino Hotel Kansas City, Ameristar Casino Resort Spa St. Charles and Belterra Casino Resort from Pinnacle to Boyd (the "Amended Pinnacle Master Lease") and entered into a new unitary triple-net master lease agreement with Boyd (the "Boyd Master Lease") for these properties on terms similar to the Company’s Amended Pinnacle Master Lease. The Boyd Master Lease has an initial term of 10 years (from the original 39 April 2016 commencement date of the Pinnacle Master Lease and expiring April 30, 2026), with no purchase option, followed by five 5-year renewal options (exercisable by the tenant) on the same terms and conditions. The Company also purchased the real estate assets of Plainridge Park Casino ("Plainridge Park") from PENN for $250.0 million, exclusive of transaction fees and taxes, and added this property to the Amended Pinnacle Master Lease. The Amended Pinnacle Master Lease was assumed by PENN at the consummation of the PENN-Pinnacle Merger. The Company also entered into a mortgage loan agreement with Boyd in connection with Boyd's acquisition of Belterra Park Gaming & Entertainment Center ("Belterra Park"), whereby the Company loaned Boyd $57.7 million (the "Belterra Park Loan"). In May 2020, the Company acquired the real estate of Belterra Park in satisfaction of the Belterra Park Loan, subject to a long-term lease (the "Belterra Park Lease") with a Boyd affiliate operating the property. 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. 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. ("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 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 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. 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 to Casino Queen with no change in rent obligation to the Company. 40 Horseshoe St. Louis Lease 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, whereby the Company loaned Caesars $246.0 million (the "CZR loan"). The CZR loan bore interest at a rate equal to (i) 9.09% until October 1, 2019 and (ii) 9.27% until its maturity. On the one-year anniversary of the CZR loan, the mortgage evidenced by a deed of trust on the Horseshoe St. Louis property terminated and the loan became unsecured. On June 24, 2020, the Company received approval from the Missouri Gaming Commission to own the 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 single property triple net lease with an affiliate of 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. 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 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 (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. 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 $735.0 million, which has been reduced from $771.0 million and additional rent of $58.8 million. See Note 16 in the Notes to the Financial Statements for other developments with Bally's. Tropicana Las Vegas Lease 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. 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). All rent is subject to contractual escalations based on the CPI, with a 1% floor and 2% ceiling, subject to the CPI meeting a 0.5% threshold. The ground lease is supported by a Bally’s corporate guarantee and cross-defaulted with the Bally's Master Lease (the "Tropicana Las Vegas Lease"). 41 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. The LOI allows for Athletics to be granted fee ownership by GLPI of approximately 9 acres of the Tropicana Site for construction of the Stadium. The LOI provides that following the Stadium site transfer, there will be no reduction in the rent obligations of Bally’s on the remaining portion of the Tropicana Site or other modifications to the ground lease, and that to the extent GLPI has any consent or approval rights under the Tropicana Las Vegas Lease, such rights shall remain enforceable unless expressly modified in writing in the definitive documents. Bally's and GLPI are agreeing to provide the Stadium site transfer in exchange for the benefits that the Stadium is expected to bring to the Tropicana Site. 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. 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, approval of a master plan for the site, and certain approvals by the Nevada Gaming Control Board and Nevada Gaming Commission. Morgantown Lease On October 1, 2020, the Company and PENN closed on their previously announced transaction whereby GLPI acquired the land under PENN's gaming facility under construction in Morgantown, Pennsylvania in exchange for $30.0 million in rent credits that were utilized by PENN in the fourth quarter of 2020. The Company is leasing the land back to an affiliate of PENN for an initial term of 20 years, followed by six 5-year renewal options exercisable by the tenant. 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. 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"). The HCBR transaction closed on December 17, 2021. The Company retained ownership of all real estate assets at Hollywood Casino Baton Rouge and simultaneously entered into a triple net master lease with Casino Queen, which includes the Casino Queen property in East St. Louis that 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. The annual rent increases by 0.5% for the first six years. Beginning with the seventh lease year through the remainder of the lease term, if the CPI increases by at least 0.25% for any lease year then annual rent shall be increased by 1.25%, and if the CPI increase is less than 0.25% then rent will remain unchanged for such lease year. 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"). 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 42 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! Lease and Pennsylvania Live! Master Lease On December 6, 2021, the Company announced that it agreed to acquire the real property assets of Live! Casino & Hotel Maryland, Live! Casino & Hotel Philadelphia, and Live! Casino Pittsburgh, including applicable long-term ground leases, from affiliates of Cordish for aggregate consideration of approximately $1.81 billion, excluding transaction costs at deal announcement. The transaction also includes a binding partnership on future Cordish casino developments, as well as potential financing partnerships between the Company and Cordish in other areas of Cordish's portfolio of real estate and operating businesses. On December 29, 2021, the Company completed its acquisition of the real property assets of Live! Casino & Hotel Maryland and entered into a single asset lease for Live! Casino & Hotel Maryland (the "Maryland Live! Lease"). On March 1, 2022, the Company completed its acquisition of the real estate assets of Live! 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 (as amended from time to time, the "Pennsylvania Live! Master Lease"). The Pennsylvania Live! Master Lease and the Maryland Live! 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 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, 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"). 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"). 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 ("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 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, 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 for reimbursement 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. 43 Executive Summary Financial Highlights We reported total revenues and income from operations of $380.6 million and $293.4 million, respectively, for the three months ended June 30, 2024, compared to $356.6 million and $238.3 million, respectively, for the corresponding period in the prior year. We reported total revenues and income from operations of $756.6 million and $551.0 million, respectively, for the six months ended June 30, 2024, compared to $711.8 million and $505.1 million, respectively, for the corresponding period in the prior year. The major factors affecting our results for the three and six months ended June 30, 2024, as compared to the three and six months ended June 30, 2023, were as follows: • Total income from real estate increased by $24.0 million to $380.6 million for the three months ended June 30, 2024 compared to $356.6 million for the corresponding period in the prior year. The reason for the increase was primarily due to our recent acquisitions which in the aggregate increased cash rental income by $11.0 million for the three months ended June 30, 2024. Additionally, the three months ended June 30, 2024 benefited by $5.0 million compared to the corresponding period in the prior year from escalations on our leases. The Company also recognized higher accretion of $1.2 million on its Investment in leases, financing receivables and favorable straight-line rent adjustments of $7.0 million compared to the corresponding period in the prior year. Finally, the Company had unfavorable variable rents of $0.2 million for the three months ended June 30, 2024 compared to the corresponding period in the prior year primarily related to the trailing 5 year reset on the Amended PENN Master Lease that occurred on November 1, 2023 which was negatively impacted by the casino closures during the COVID-19 pandemic. • Total income from real estate increased by $44.8 million to $756.6 million for the six months ended June 30, 2024 compared to the corresponding period in the prior year. The reason for the increase was due to our recent acquisitions which in the aggregate increased cash rental income by $18.8 million for the six months ended June 30, 2024. Additionally, the six months ended June 30, 2024 benefited by $9.7 million compared to the corresponding period in the prior year from escalations on our leases. The Company also recognized higher accretion of $3.7 million on its Investments in leases, financing receivables and favorable straight-line rent adjustments of $14.1 million compared to the corresponding period in the prior year. Finally, the Company had unfavorable variable rent of $1.5 million for the six months ended June 30, 2024 compared to the corresponding period in the prior year primarily related to the trailing 5 year reset on the Amended PENN Master Lease that occurred on November 1, 2023 which was negatively impacted by the casino closures during the COVID-19 pandemic. • Total operating expenses decreased by $31.1 million for the three months ended June 30, 2024 as compared to the corresponding period in the prior year. The provision for credit losses, net, decreased by $31.8 million during the three months ended June 30, 2024. The provision decreased due to probability weighting changes in economic forecast scenarios that we utilize from a third party to calculate our reserves and a decline in the commercial real estate price index in the second quarter of 2023 which is utilized to estimate the value of our real estate in our Investment in leases, financing receivables. Additionally, general and administrative expenses increased by $1.2 million due primarily to higher franchise taxes and stock based compensation costs. Finally, depreciation expense decreased by $0.5 million for the three months ended June 30, 2024 as compared to the corresponding period in the prior year due to certain assets being fully depreciated. • Total operating expenses decreased by $1.1 million for the six months ended June 30, 2024 as compared to the corresponding period in the prior year. The provision for credit losses, net, decreased by $2.9 million during the six months ended June 30, 2024. The provision decreased due to probability weighting changes in economic forecast scenarios that we utilize from a third party to calculate our reserves. Additionally, general and administrative expenses increased by $2.6 million due primarily to higher franchise taxes, stock based compensation costs and transaction costs. Finally, depreciation expense decreased by $0.7 million for the six months ended June 30, 2024 as compared to the corresponding period in the prior year due to certain assets being fully depreciated. • Other expenses increased by $0.5 million for the three months ended June 30, 2024, primarily due to higher interest expense of $7.3 million associated with the Company's increased borrowings to fund our recent acquisitions. These items were partially offset by higher interest income of $6.8 million as compared to the corresponding period in the prior year because of higher variable market interest rates earned on our cash balances. 44 • Other expenses increased by $0.3 million for the six months ended June 30, 2024, primarily due to higher interest expense of $12.6 million associated with the Company's increased borrowings to fund our recent acquisitions. These items were partially offset by higher interest income of $11.8 million as compared to the corresponding period in the prior year because of higher variable market interest rate earned on our cash balances. The six months ended June 30, 2023 also included debt extinguishment charges of $0.6 million. • Net income increased by $54.3 million and $45.1 million for the three and six months ended June 30, 2024, as compared to the corresponding periods in the prior year, primarily due to the variances explained above. Critical Accounting Estimates We make certain judgments and use certain estimates and assumptions when applying accounting principles in the preparation of our consolidated financial statements. The nature of the estimates and assumptions are material due to the levels of subjectivity and judgment necessary to account for highly uncertain factors or the susceptibility of such factors to change. We have identified the accounting for leases, investment in leases, financing receivables, net, allowance for credit losses, income taxes, and real estate investments as critical accounting estimates, as they are the most important to our financial statement presentation and require difficult, subjective and complex judgments. We believe the current assumptions and other considerations used to estimate amounts reflected in our condensed consolidated financial statements are appropriate. However, if actual experience differs from the assumptions and other considerations used in estimating amounts reflected in our consolidated financial statements, the resulting changes could have a material adverse effect on our consolidated results of operations and, in certain situations, could have a material adverse effect on our consolidated financial condition. For further information on our critical accounting estimates, see Item 7. "Management’s Discussion and Analysis of Financial Condition and Results of Operations" and the Notes to our audited consolidated financial statements included in our most recent Annual Report. There has been no material change to these estimates for the three and six months ended June 30, 2024. 45 Results of Operations The following are the most important factors and trends that contribute or may contribute to our operating performance: • We have announced or closed numerous transactions in recent years and expect to continue to grow our portfolio by pursuing opportunities to acquire additional gaming facilities to lease to gaming operators under prudent terms. • Several wholly-owned subsidiaries of PENN lease a substantial number of our properties and account for a significant portion of our revenue. • The risks related to economic conditions, including stress in the banking sector, high inflation levels (that have been negatively impacted by the armed conflict between Russia and Ukraine as well as conflicts in the Middle East) and the effect of such conditions on consumer spending for leisure and gaming activities, which may negatively impact our gaming tenants and operators and the variable rent and certain annual rent escalators we receive from our tenants as outlined in the long-term triple-net leases with these tenants. • The ability to refinance our significant levels of debt at attractive terms and obtain favorable funding in connection with future business opportunities. • The fact that the rules and regulations of U.S. federal income taxation are constantly under review by legislators, the Internal Revenue Service and the U.S. Department of the Treasury. Changes to the tax laws or interpretations thereof, with or without retroactive application, could materially and adversely affect GLPI and its investors. The consolidated results of operations for the three and six months ended June 30, 2024 and 2023 are summarized below: Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 (in thousands) Total revenues $ 380,626 $ 356,589 $ 756,590 $ 711,803 Total operating expenses 87,197 118,314 205,555 206,679 Income from operations 293,429 238,275 551,035 505,124 Total other expenses (78,605) (78,098) (156,048) (155,759) Income before income taxes 214,824 160,177 394,987 349,365 Income tax expense 412 40 1,049 558 Net income $ 214,412 $ 160,137 $ 393,938 $ 348,807 Net income attributable to non-controlling interest in the Operating Partnership (6,162) (4,507) (11,224) (9,826) Net income attributable to common shareholders $ 208,250 $ 155,630 $ 382,714 $ 338,981 FFO, AFFO and Adjusted EBITDA Funds From Operations ("FFO"), Adjusted Funds From Operations ("AFFO") and Adjusted EBITDA are non-U.S. generally accepted accounting principles ("GAAP") financial measures used by the Company as performance measures for benchmarking against the Company’s peers and as internal measures of business operating performance, which is used as a bonus metric. These metrics are presented assuming full conversion of limited partnership units to common shares and therefore before the income statement impact of non-controlling interests. The Company believes FFO, AFFO and Adjusted EBITDA provide a meaningful perspective of the underlying operating performance of the Company’s current business. This is especially true since these measures exclude real estate depreciation and we believe that real estate values fluctuate based on market conditions rather than depreciating in value ratably on a straight-line basis over time. FFO, AFFO and Adjusted EBITDA are non-GAAP financial measures that are considered supplemental measures for the real estate industry and a supplement to GAAP measures. The National Association of Real Estate Investment Trusts defines FFO as net income (computed in accordance with GAAP), excluding (gains) or losses from dispositions of property, net of tax and real estate depreciation. We define AFFO as FFO excluding, as applicable to the particular period, stock based compensation expense; the amortization of debt issuance costs, bond premiums and original issuance discounts; other depreciation; amortization of land rights; accretion on investment in leases, financing receivables; non-cash adjustments to financing lease liabilities; property transfer tax recoveries and impairment charges; straight-line rent adjustments; losses on debt extinguishment; and provision (benefit) for 46 credit losses, net, reduced by capital maintenance expenditures. Finally, we define Adjusted EBITDA as net income excluding, as applicable to the particular period, interest, net; income tax expense; real estate depreciation; other depreciation; (gains) or losses from dispositions of property, net of tax; stock based compensation expense; straight-line rent adjustments; amortization of land rights; accretion on Investment in leases, financing receivables; non-cash adjustments to financing lease liabilities; property transfer tax recoveries and impairment charges; losses on debt extinguishment; and provision (benefit) for credit losses, net. FFO, AFFO and Adjusted EBITDA are not recognized terms under GAAP. These non-GAAP financial measures: (i) do not represent cash flows from operations as defined by GAAP; (ii) should not be considered as an alternative to net income as a measure of operating performance or to cash flows from operating, investing and financing activities; and (iii) are not alternatives to cash flows as a measure of liquidity. In addition, these measures should not be viewed as an indication of our ability to fund our cash needs, including to make cash distributions to our shareholders, to fund capital improvements, or to make interest payments on our indebtedness. Investors are also cautioned that FFO, AFFO and Adjusted EBITDA, as presented, may not be comparable to similarly titled measures reported by other real estate companies, including REITs, due to the fact that not all real estate companies use the same definitions. Our presentation of these measures does not replace the presentation of our financial results in accordance with GAAP. 47 The reconciliation of the Company’s net income per GAAP to FFO, AFFO, and Adjusted EBITDA for the three and six months ended June 30, 2024 and 2023 is as follows: Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 (in thousands) Net income $ 214,412 $ 160,137 $ 393,938 $ 348,807 Real estate depreciation 64,777 65,255 129,654 130,339 Funds from operations $ 279,189 $ 225,392 $ 523,592 $ 479,146 Straight-line rent adjustments (1) (15,790) (8,751) (31,580) (17,503) Other depreciation 485 476 968 946 Provision (benefit) for credit losses, net (3,786) 28,052 19,508 22,399 Amortization of land rights 3,276 3,289 6,552 6,579 Amortization of debt issuance costs, bond premiums and original issuance discounts 2,685 2,405 5,369 4,906 Stock based compensation 5,425 5,013 13,547 12,820 Losses on debt extinguishment — — — 556 Accretion on investment in leases, financing receivables (6,776) (5,549) (14,660) (10,993) Non-cash adjustment to financing lease liabilities 129 116 246 225 Capital maintenance expenditures (462) — (552) (8) Adjusted funds from operations $ 264,375 $ 250,443 $ 522,990 $ 499,073 Interest, net 77,882 77,428 154,650 153,872 Income tax expense 412 40 1,049 558 Capital maintenance expenditures 462 — 552 8 Amortization of debt issuance costs, bond premiums and original issuance discounts (2,685) (2,405) (5,369) (4,906) Adjusted EBITDA $ 340,446 $ 325,506 $ 673,872 $ 648,605 (1) Current year amount includes $0.1 million for the three months and six months ended June 30, 2024, respectively, of tenant improvement allowance amortization. Net income, FFO, AFFO and Adjusted EBITDA were $214.4 million, $279.2 million, $264.4 million, and $340.4 million for the three months ended June 30, 2024, respectively. This compares to net income, FFO, AFFO and Adjusted EBITDA of $160.1 million, $225.4 million, $250.4 million and $325.5 million for the corresponding period in the prior year. The increase in net income of $54.3 million was primarily attributable to decreased operating expenses of $31.1 million (which was driven by the decrease in provision for credit losses of $31.8 million) and an increase in total revenues of $24.0 million partially offset by higher other expenses of $0.5 million. Net income, FFO, AFFO and Adjusted EBITDA were $393.9 million, $523.6 million, $523.0 million, and $673.9 million for the six months ended June 30, 2024, respectively. This compares to net income, FFO, AFFO and Adjusted EBITDA of $348.8 million, $479.1 million, $499.1 million and $648.6 million for the corresponding period in the prior year. The increase in net income of $45.1 million was primarily attributable to an increase in total revenues of $44.8 million. The increases in FFO for the three months and six months ended June 30, 2024 were due to the items described above, excluding gains from dispositions of property and real estate depreciation. The increases in AFFO and Adjusted EBITDA were due to the items described above, as well as the adjustments mentioned in the tables above. 48 Revenues Revenues for the three and six months ended June 30, 2024 and 2023 were as follows (in thousands): Three Months Ended June 30, Percentage 2024 2023 Variance Variance Rental income $ 332,815 $ 319,236 $ 13,579 4.3 % Interest income from real estate 45,974 37,353 8,621 23.1 % Interest income from real estate loans 1,837 — 1,837 N/A Total income from real estate $ 380,626 $ 356,589 $ 24,037 6.7 % Six Months Ended June 30, Percentage 2024 2023 Variance Variance Rental income $ 663,397 $ 637,204 $ 26,193 4.1 % Interest income from real estate 90,279 74,599 15,680 21.0 % Interest income from real estate loans 2,914 — 2,914 N/A Total income from real estate $ 756,590 $ 711,803 44,787 6.3 % Total income from real estate • Total income from real estate increased by $24.0 million to $380.6 million for the three months ended June 30, 2024 compared to $356.6 million for the corresponding period in the prior year. The reason for the increase was primarily due to our recent acquisitions which in the aggregate increased cash rental income by $11.0 million for the three months ended June 30, 2024. Additionally, the three months ended June 30, 2024 benefited by $5.0 million compared to the corresponding period in the prior year from escalations on our leases. The Company also recognized higher accretion of $1.2 million on its Investment in leases, financing receivables and favorable straight-line rent adjustments of $7.0 million compared to the corresponding period in the prior year. Finally, the Company had unfavorable variable rent of $0.2 million for the three months ended June 30, 2024 compared to the corresponding period in the prior year. • Total income from real estate increased by $44.8 million to $756.6 million for the six months ended June 30, 2024 compared to $711.8 million for the corresponding period in the prior year. The reason for the increase was primarily due to our recent acquisitions which in the aggregate increased cash rental income by $18.8 million for the six months ended June 30, 2024. Additionally, the six months ended June 30, 2024 benefited by $9.7 million compared to the corresponding period in the prior year from escalations on our leases. The Company also recognized higher accretion of $3.7 million on its Investment in leases, financing receivables and favorable straight-line rent adjustments of $14.1 million compared to the corresponding period in the prior year. Finally, the Company had unfavorable variable rent of $1.5 million for the six months ended June 30, 2024 compared to the corresponding period in the prior year primarily related to the trailing 5 year reset on the Amended PENN Master Lease that occurred on November 1, 2023 which was negatively impacted by the casino closures during the COVID-19 pandemic. 49 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 Building base rent Land base rent Percentage rent and other rental revenue Interest income on real estate loans Total cash income Straight-line rent adjustments (1) Ground rent in revenue Accretion on financing leases Total income from real estate Amended PENN Master Lease $ 53,090 $ 10,759 $ 6,500 $ — $ 70,349 $ 4,952 $ 612 $ — $ 75,913 PENN 2023 Master Lease 58,913 — (115) — 58,798 5,621 — — 64,419 Amended Pinnacle Master Lease 61,081 17,814 7,802 — 86,697 1,858 2,055 — 90,610 PENN Morgantown Lease — 784 — — 784 — — — 784 Caesars Master Lease 16,021 5,932 — — 21,953 2,196 330 — 24,479 Horseshoe St. Louis Lease 5,917 — — — 5,917 398 — — 6,315 Boyd Master Lease 20,336 2,947 2,886 — 26,169 574 433 — 27,176 Boyd Belterra Lease 719 474 491 — 1,684 152 — — 1,836 Bally's Master Lease 26,054 — — — 26,054 — 2,642 — 28,696 Maryland Live! Lease 19,078 — — — 19,078 — 2,206 3,422 24,706 Pennsylvania Live! Master Lease 12,719 — — — 12,719 — 320 2,174 15,213 Casino Queen Master Lease 7,904 — — — 7,904 39 — — 7,943 Tropicana Las Vegas Lease — 2,677 — — 2,677 — — — 2,677 Rockford Lease — 2,000 — — 2,000 — — 511 2,511 Rockford Loan — — — 1,837 1,837 — — — 1,837 Tioga Downs Lease 3,631 — — — 3,631 — 1 573 4,205 Strategic Gaming Leases 1,175 — — — 1,175 — 35 96 1,306 Total $ 286,638 $ 43,387 $ 17,564 $ 1,837 $ 349,426 $ 15,790 $ 8,634 $ 6,776 $ 380,626 (1) Current year amount includes $0.1 million of tenant improvement allowance amortization. Six Months Ended June 30, 2024 Building base rent Land base rent Percentage rent and other rental revenue Interest income on real estate loans Total cash income Straight-line rent adjustments Ground rent in revenue Accretion on financing leases Total income from real estate Amended PENN Master Lease $ 106,180 $ 21,518 $ 13,019 $ — $ 140,717 $ 9,904 $ 1,181 $ — $ 151,802 PENN 2023 Master Lease 117,826 — (222) — 117,604 11,243 — — 128,847 Amended Pinnacle Master Lease 121,358 35,628 14,966 — 171,952 3,716 4,118 — 179,786 PENN Morgantown Lease — 1,568 — — 1,568 — — — 1,568 Caesars Master Lease 32,043 11,864 — — 43,907 4,392 660 — 48,959 Horseshoe St. Louis Lease 11,835 — — — 11,835 797 — — 12,632 Boyd Master Lease 40,404 5,893 5,452 — 51,749 1,148 865 — 53,762 Boyd Belterra Lease 1,428 947 963 — 3,338 303 — — 3,641 Bally's Master Lease 51,947 — — — 51,947 — 5,331 — 57,278 Maryland Live! Lease 38,156 — — — 38,156 — 4,366 7,951 50,473 Pennsylvania Live! Master Lease 25,292 — — — 25,292 — 631 4,447 30,370 Casino Queen Master Lease 15,809 — — — 15,809 77 — — 15,886 Tropicana Las Vegas Lease — 5,355 — — 5,355 — — — 5,355 Rockford Lease — 4,000 — — 4,000 — — 1,009 5,009 Rockford Loan — — — 2,914 2,914 — — — 2,914 Tioga Lease 5,843 — — — 5,843 — 2 1,157 7,002 Strategic Gaming Leases 1,175 — — — 1,175 — 35 96 1,306 Total $ 569,296 $ 86,773 $ 34,178 $ 2,914 $ 693,161 $ 31,580 $ 17,189 $ 14,660 $ 756,590 (1) Current year amount includes $0.1 million of tenant improvement allowance amortization. 50 In accordance with ASC 842, the Company records revenue for the ground lease rent paid by its tenants with an offsetting expense in land rights and ground lease expense within the condensed consolidated statements of income as the Company has concluded that as the lessee it is the primary obligor under the ground leases. The Company subleases these ground leases back to its tenants, who are responsible for payment directly to the landlord. The Company recognizes earnings on Investment in leases, financing receivables, based on the effective yield method using the discount rate implicit in the leases. The amounts in the table above labeled accretion on financing leases represent earnings recognized in excess of cash received during the period. Operating expenses Operating expenses for the three and six months ended June 30, 2024 and 2023 were as follows (in thousands): Three Months Ended June 30, Percentage 2024 2023 Variance Variance Land rights and ground lease expense $ 11,870 $ 11,892 $ (22) (0.2) % General and administrative 13,851 12,639 1,212 9.6 % Depreciation 65,262 65,731 (469) (0.7) % Provision for credit losses (3,786) 28,052 (31,838) (113.5) % Total operating expenses $ 87,197 $ 118,314 $ (31,117) (26.3) % Six Months Ended June 30, Percentage 2024 2023 Variance Variance Land rights and ground lease expense 23,688 23,906 (218) (0.9) % General and administrative 31,737 29,089 2,648 9.1 % Depreciation 130,622 131,285 (663) (0.5) % Provision for credit losses 19,508 22,399 (2,891) (12.9) % Total operating expenses 205,555 206,679 $ (1,124) (0.5) % Land rights and ground lease expense Land rights and ground lease expense includes the amortization of land rights and rent expense related to the Company's long-term ground leases. Land rights and ground lease expense was relatively consistent for the three and six months ended June 30, 2024, as compared to the corresponding period in the prior year as illustrated in the table above. General and Administrative Expense General and administrative expenses include items such as compensation costs (including stock based compensation), professional services and costs associated with development activities. General and administrative expenses increased by $1.2 million and $2.6 million for the three and six months ended June 30, 2024 as compared to the corresponding period in the prior year. The reason for the increases was primarily due to higher franchise taxes, stock based compensation costs and transaction costs. Depreciation Depreciation expense decreased by $0.5 million and $0.7 million for the three and six months ended June 30, 2024 as compared to the corresponding period in the prior year due to certain assets being fully depreciated. Provision for credit losses The Company recorded a benefit for credit losses of $3.8 million for the three months ended June 30, 2024 compared to a provision for credit losses of $28.1 million for the corresponding period in the prior year. As described in Note 3, the Company follows ASC 326 “Credit Losses”, which requires that the Company measure and record current expected credit losses, the scope of 51 which includes our Investments in leases, - financing receivables, net as well as the Company's real estate loans and related loan commitment. The reason for the benefit during the three months ended June 30, 2024 was due to probability weighting changes from our third party forecast. The significant provision for the corresponding period in the prior year was 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 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. During the six months ended June 30, 2024, the Company recorded a provision of $19.5 million compared to $22.4 million for the corresponding period in the prior year. The primary reason for these provisions was due to declines 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, 2024 and June 30, 2023, have declined compared to the year end levels at December 31, 2023 and December 31, 2022, respectively, and are anticipated to remain at low levels for several quarters based on the third party economic forecast the Company utilizes to calculate its reserve. 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. Other income (expenses) Other income (expenses) for the three and six months ended June 30, 2024 and 2023 were as follows (in thousands): Three Months Ended June 30, Percentage 2024 2023 Variance Variance Interest expense $ (86,670) $ (79,371) $ (7,299) 9.2 % Interest income 8,065 1,273 6,792 533.5 % Total other expenses $ (78,605) $ (78,098) $ (507) 0.6 % Six Months Ended June 30, Percentage 2024 2023 Variance Variance Interest expense (173,345) (160,731) $ (12,614) 7.8 % Interest income 17,297 5,528 11,769 212.9 % Losses on debt extinguishment — (556) 556 (100.0) % Total other expenses $ (156,048) $ (155,759) $ (289) 0.2 % Interest expense Interest expense increased by $7.3 million and $12.6 million for the three and six months ended June 30, 2024, as compared to the corresponding period in the prior year. The increase was due to increased borrowings that partially funded our recent acquisitions. Interest income Interest income increased by $6.8 million and $11.8 million for the three and six months ended June 30, 2024 as compared to the corresponding period in the prior year due to higher average cash deposits year over year. 52 Losses on debt extinguishmen t The Company redeemed its $500 million, 5.375% Senior Notes that were scheduled to mature in November 2023 during the six months ended June 30, 2023. In connection with this transaction, the Company wrote-off deferred issuance costs of $0.6 million. Net income attributable to noncontrolling interest in the Operating Partnership As partial consideration for certain real estate acquisitions, the Company's operating partnership has issued OP Units. OP Units are exchangeable for common shares of the Company on a one-for-one basis, subject to certain terms and conditions. The operating partnership is a variable interest entity ("VIE") in which the Company is the primary beneficiary because it has the power to direct the activities of the VIE that most significantly impact the partnership's economic performance and has the obligation to absorb losses of the VIE that could be potentially significant to the VIE and the right to receive benefits from the VIE that could be significant to the VIE. Therefore, the Company consolidates the accounts of the operating partnership, and reflects the third party ownership in this entity as a noncontrolling interest in the Condensed Consolidated Balance Sheets and allocates the proportion of net income to the noncontrolling interests on the Condensed Consolidated Statements of Income. 53 Liquidity and Capital Resources Our primary sources of liquidity and capital resources are cash flow from operations, borrowings from banks, and proceeds from the issuance of debt and equity securities. Net cash provided by operating activities was $510.0 million and $493.1 million during the six months ended June 30, 2024 and 2023, respectively. The increase in net cash provided by operating activities of $16.8 million for the six months ended June 30, 2024, as compared to the corresponding period in the prior year, was primarily comprised of an increase in cash receipts from customers of $27.1 million and an increase in interest income of $4.9 million. This was partially offset by increases in cash paid for employees of $1.5 million, cash paid for interest of $11.5 million, cash paid for operating expenses of $0.8 million and cash paid for taxes of $1.4 million The increase in cash receipts collected from our customers for the six months ended June 30, 2024, as compared to the corresponding period in the prior year, was due to increased rental income from the Company's recent acquisitions and lease escalations. The increase in interest income was due to higher average cash deposits in the current year. Investing activities used cash of $604.8 million and $445.9 million during the six months ended June 30, 2024 and 2023, respectively. Net cash used in investing activities during the six months ended June 30, 2024 primarily consisted of $1.5 million for the acquisition of the real estate for The Belle landside development project, the acquisition of the real estate assets contained within the Tioga Downs Lease and Strategic Gaming Leases which totaled $203.5 million and were accounted for as Investment in leases, financing receivables, Rockford Loan fundings of $53.0 million, the purchase of zero coupon U.S. Treasury Bills totaling $341.0 million, and capital expenditures of $7.6 million, partially offset by the proceeds from a tax refund related to a previous acquisition of $1.8 million. The net cash used in investing activities for the six months ended June 30, 2023 consisted primarily of $419.0 million for the acquisition of the real estate assets which were added to the Bally's Master Lease, and capital expenditures of $26.9 million. Financing activities used cash of $494.7 million and $276.9 million during the six months ended June 30, 2024 and 2023, respectively. Net cash used in financing activities during the six months ended June 30, 2024 was driven by the repayment of long term debt of $63.5 million, dividend payments of $413.2 million, non-controlling interest distributions of $12.3 million, and taxes paid related to shares withheld for tax purposes on restricted stock award vestings of $14.7 million which were partially offset by proceeds from the issuance of common stock, net of costs, totaling $9.0 million. Cash used in financing activities during the six months ended June 30, 2023 was driven by the repayment of long term debt of $560.1 million, dividend payments of $444.1 million, noncontrolling interest distributions of $12.9 million and taxes paid related to shares withheld for tax purposes on restricted stock award vestings of $13.4 million, partially offset by proceeds from the issuance of long term debt, net of costs of $675.0 million and proceeds from the issuance of common stock, net of costs of $78.7 million. Capital Expenditures Capital expenditures are accounted for as either capital project expenditures or capital maintenance (replacement) expenditures. Capital project expenditures are for fixed asset additions that expand an existing facility or create a new facility. The cost of properties developed by the Company include costs of construction, property taxes, interest and other miscellaneous costs incurred during the development period until the project is substantially complete and available for occupancy. Capital maintenance expenditures are expenditures to replace existing fixed assets with a useful life greater than one year that are obsolete, worn out or no longer cost effective to repair. During the six months ended June 30, 2024 and 2023, we spent approximately $7.6 million and $26.9 million, respectively, for capital expenditures. The majority of the capital expenditures in 2024 were related to a landside development project at The Belle and in 2023 the expenditures were related to a landside development project at Hollywood Casino Baton Rouge that was completed in August 2023. Debt Term Loan Credit Agreement On September 2, 2022, GLP Capital entered into a term loan credit agreement (the “Term Loan Credit Agreement”) with Wells Fargo Bank, National Association, as administrative agent (“Term Loan Agent”), and the other agents and lenders party thereto from time to time, providing for a $600 million delayed draw credit facility with a maturity date of September 2, 2027 (the “Term Loan Credit Facility”). The Term Loan Credit Facility is guaranteed by GLPI. 54 The availability of loans under the Term Loan Credit Facility is subject to customary conditions, including pro forma compliance with financial covenants, and the receipt by Term Loan Agent of a conditional guarantee of the Term Loan Credit Facility by Bally’s on a secondary basis, subject to enforcement of all remedies against GLP Capital, GLPI and all sources other than Bally’s. The loans under the Term Loan Credit Facility may be used solely to finance a portion of the purchase price of the acquisition of one or more specified properties of Bally’s in one or a series of related transactions (the “Acquisition”) and to pay fees, costs and expenses incurred in connection therewith. The Company drew down the entire $600 million Term Loan Credit Facility on January 3, 2023 in connection with the closing of Bally's Biloxi and Bally's Tiverton. Subject to customary conditions, including pro forma compliance with financial covenants, GLP Capital can obtain additional term loan commitments and incur incremental term loans under the Term Loan Credit Agreement, so long as the aggregate principal amount of all term loans outstanding under the Term Loan Credit Facility does not exceed $1.2 billion plus up to $60 million of transaction fees and costs incurred in connection with the Acquisition. There is currently no commitment in respect of such incremental loans and commitments. Interest Rate and Fees The interest rates per annum applicable to loans under the Term Loan Credit Facility are, at GLP Capital's option, equal to either a Secured Overnight Financing Rate ("SOFR") based rate or a base rate plus an applicable margin, which ranges from 0.85% to 1.7% per annum for SOFR loans and 0.0% to 0.7% per annum for base rate loans, in each case, depending on the credit ratings assigned to the Term Loan Credit Facility. The current applicable margin is 1.30% for SOFR loans and 0.30% for base rate loans. In addition, GLP Capital will pay a commitment fee on the unused commitments under the Term Loan Credit Facility at a rate that ranges from 0.125% to 0.3% per annum, depending on the credit ratings assigned to the Credit Facility from time to time. The current commitment fee rate is 0.25%. The weighted average interest rate under the Term Loan Credit Facility at June 30, 2024 was 6.73%. Amortization and Prepayments The Term Loan Credit Facility is not subject to interim amortization. GLP Capital is required to prepay outstanding term loans with 100% of the net cash proceeds from the issuance of other debt that is unconditionally guaranteed by GLPI and conditionally guaranteed by Bally’s (“Alternative Acquisition Debt”) that is received by GLPI, GLP Capital or any of their subsidiaries after the funding date of the Term Loan Facility (other than any incremental term loans under the Term Loan Credit Agreement and loans under the Bridge Revolving Facility (as defined below)) except to the extent such net cash proceeds are applied to repaying outstanding loans under the Bridge Revolving Facility. GLP Capital is not otherwise required to repay any loans under the Term Loan Credit Facility prior to maturity. GLP Capital may prepay all or any portion of the loans under the Term Loan Credit Facility prior to maturity without premium or penalty, subject to reimbursement of any SOFR breakage costs of the lenders, and may reborrow loans that it has repaid. Certain Covenants and Events of Default The Term Loan Credit Facility contains customary covenants that, among other things, restrict, subject to certain exceptions, the ability of GLPI and its subsidiaries, including GLP Capital, to grant liens on their assets, incur indebtedness, sell assets, engage in acquisitions, mergers or consolidations, or pay certain dividends and make other restricted payments. The financial covenants include the following, which are measured quarterly on a trailing four-quarter basis: (i) maximum total debt to total asset value ratio, (ii) maximum senior secured debt to total asset value ratio, (iii) maximum ratio of certain recourse debt to unencumbered asset value, and (iv) minimum fixed charge coverage ratio. GLPI is required to maintain its status as a REIT and is permitted to pay dividends to its shareholders as may be required in order to maintain REIT status. GLPI is also permitted to make other dividends and distributions, subject to pro forma compliance with the financial covenants and the absence of defaults. The Term Loan Credit Facility also contains certain customary affirmative covenants and events of default. The occurrence and continuance of an event of default, which includes, among others, nonpayment of principal or interest, material inaccuracy of representations and failure to comply with covenants, will enable the lenders to accelerate the loans and terminate the commitments thereunder. 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 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. The majority of our debt is at fixed rates and our exposure to variable interest rates is currently limited to 55 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 No. 1 (the "Amendment") to the Credit Agreement (as amended, the "Amended Credit Agreement") among GLP Capital, Wells Fargo Bank, National Association, as administrative agent (“Agent”), and the several banks and other financial institutions or entities party thereto (as amended by such amendment, the "Amended Credit Agreement"). Pursuant to the Amended Credit Agreement, GLP Capital has the right, at any time until December 31, 2024, to elect to re-allocate up to $700 million in existing revolving commitments under the Amended Credit Agreement to a new revolving credit facility (the “Bridge Revolving Facility” and, collectively with the Initial Revolving Credit Facility, the "Revolver"). Loans under the Bridge Revolving Facility are subject to 1% amortization per annum. Amounts repaid under the Bridge Revolving Facility cannot be reborrowed and the corresponding commitments are automatically re-allocated to the existing revolving facility under the Amended Credit Agreement. GLP Capital is required to prepay the loans under the Bridge Revolving Facility with 100% of the net cash proceeds from the issuance of Alternative Acquisition Debt that is received by GLPI, GLP Capital or any of their subsidiaries (other than any term loans under the Term Loan Credit Agreement and any loans under the Bridge Revolving Facility). Any outstanding commitments under the Bridge Revolving Facility that have not been borrowed by December 31, 2024 are automatically re-allocated to the existing revolving facility under the Amended Credit Agreement. GLP Capital's ability to borrow under the Bridge Revolving Facility is subject to certain conditions including pro forma compliance with GLP Capital's financial covenants, as well as the receipt by Agent of a conditional guarantee of the loans under the Bridge Revolving Facility by Bally’s on a secondary basis, subject to enforcement of all remedies against GLP Capital, GLPI and all sources other than Bally’s. Loans under the Bridge Revolving Facility will not be treated pro rata with loans under the existing revolving credit facility. At 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. The current applicable margin is 1.05% for SOFR loans and 0.05% for base rate loans. Notwithstanding the foregoing, in no event shall the base rate be less than 1.00%. In addition, GLP Capital will pay a facility fee on the commitments under the revolving facility, regardless of usage, at a rate that ranges from 0.125% to 0.3% per annum, depending on the credit rating assigned to the Amended Credit Agreement from time to time. The current facility fee rate is 0.25%. The Amended Credit Agreement is not subject to interim amortization except with respect to the Bridge Revolving Facility. GLP Capital is not required to repay any loans under the Amended Credit Agreement prior to maturity except as set forth above with respect to the Bridge Revolving Facility. GLP Capital may prepay all or any portion of the loans under the 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 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. The Amended Credit Agreement includes the following financial covenants, which are measured quarterly on a trailing four-quarter basis: a maximum total debt to total asset value ratio, a maximum senior secured debt to total asset value ratio, a maximum ratio of certain recourse debt to unencumbered asset value and a minimum fixed charge coverage ratio. GLPI is permitted to pay dividends to its shareholders as may be required in order to maintain REIT status, subject to the absence of payment or bankruptcy defaults. GLPI is also permitted to make other dividends and distributions subject to pro forma compliance with the financial covenants and the absence of defaults. The Amended Credit Agreement also contains certain customary affirmative covenants and events of default, including the occurrence of a change of control and termination of the Amended PENN Master Lease (subject to certain replacement rights). The occurrence and continuance of an event of default under the Amended Credit Agreement will enable the lenders under the Amended Credit Agreement to accelerate the loans and terminate the commitments thereunder. At June 30, 2024, the Company was in compliance with all required financial covenants under the Amended Credit Agreement. 56 Senior Unsecured 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: incur additional debt and use its assets to secure debt; merge or consolidate with another company; and make certain amendments to the Amended PENN Master Lease. The Senior Notes also require the Company to maintain a specified ratio of unencumbered assets to unsecured debt. These covenants are subject to a number of important and significant limitations, qualifications and exceptions. The Company may redeem the Senior Notes of any series at any time, and from time to time, at a redemption price of 100% of the principal amount of the Senior Notes redeemed, plus a "make-whole" redemption premium described in the indenture governing the Senior Notes, together with accrued and unpaid interest to, but not including, the redemption date, except that if Senior Notes of a series are redeemed 90 or fewer days prior to their maturity, the redemption price will be 100% of the principal amount of the Senior Notes redeemed, together with accrued and unpaid interest to, but not including, the redemption date. If GLPI experiences a change of control accompanied by a decline in the credit rating of the Senior Notes of a particular series, the Company will be required to give holders of the Senior Notes of such series the opportunity to sell their Senior Notes of such series at a price equal to 101% of the principal amount of the Senior Notes of such series, together with accrued and unpaid interest to, but not including, the repurchase date. The Senior Notes also are subject to mandatory redemption requirements imposed by gaming laws and regulations. The Senior Notes were issued by GLP Capital, L.P. and GLP Financing II, Inc. (the "Issuers"), two consolidated subsidiaries of GLPI, and are guaranteed on a senior unsecured basis by GLPI. The guarantees of GLPI are full and unconditional. The Senior Notes are the Issuers' senior unsecured obligations and rank pari passu in right of payment with all of the Issuers' senior indebtedness, including the Amended Credit 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: incur additional debt and use its assets to secure debt; merge or consolidate with another company; and make certain amendments to the PENN Master Lease. The Senior Notes also require the Company to maintain a specified ratio of unencumbered assets to unsecured debt. These covenants are subject to a number of important and significant limitations, qualifications and exceptions. GLPI owns all of the assets of GLP Capital and conducts all of its operations through the operating partnership. Based on the amendments to Rule 3-10 of Regulation S-X that the SEC released on January 4, 2021, we note that since GLPI fully and unconditionally guarantees the debt securities of the Issuers and consolidates both Issuers, we are not required to provide separate financial statements for the Issuers and GLPI since they are consolidated into GLPI and the GLPI guarantee is "full and unconditional". Furthermore, as permitted under Rule 13-01(a)(4)(vi), we excluded the summarized financial information for the Issuers because the assets, liabilities and results of operations of the Issuers and GLPI are not materially different than the corresponding amounts in GLPI's consolidated financial statements and we believe such summarized financial information would be repetitive and would not provide incremental value to investors. At June 30, 2024, the Company was in compliance with all required financial covenants under its Senior Notes. Distribution Requirements We generally must distribute annually at least 90% of our REIT taxable income, determined without regard to the dividends paid deduction and excluding any net capital gains, in order to qualify to be taxed as a REIT (assuming that certain other requirements are also satisfied) so that U.S. federal corporate income tax does not apply to earnings that we distribute. Such distributions generally can be made with cash and/or a combination of cash and Company common stock if certain requirements are met. To the extent that we satisfy this distribution requirement and qualify for taxation as a REIT but distribute less than 100% of our REIT taxable income, determined without regard to the dividends paid deduction and including any net capital gains, we will be subject to U.S. federal corporate income tax on our undistributed net taxable income. In addition, we will be subject to a 4% nondeductible excise tax if the actual amount that we distribute to our shareholders in a calendar year is less than a minimum amount specified under U.S. federal income tax laws. We intend to make distributions to our shareholders to comply with the REIT requirements of the Code. To the extent any of the Company's taxable income was not previously distributed, the Company will make a dividend declaration pursuant to Section 858(a)(1) of the Code, allowing the Company to treat certain dividends that are to be distributed after the close of a taxable year as having been paid during the taxable year. 57 Outlook Based on our current level of operations and anticipated earnings, we believe that cash generated from operations and cash on hand, together with amounts available under our Revolver and potential sales of common shares, will be adequate to meet our anticipated debt service requirements, capital expenditures, working capital needs and dividend requirements. In late December 2022, the Company refreshed its ATM capacity to $1 billion (the "2022 ATM Program"). As of June 30, 2024, the Company had $584.6 million remaining for issuance under the 2022 ATM Program. We expect the majority of our future growth to come from acquisitions of gaming and other properties to lease to third parties. If we consummate significant acquisitions in the future, our cash requirements may increase significantly and we would likely need to raise additional proceeds through a combination of either common equity (including under our 2022 ATM Program), issuance of additional OP Units, and/or debt offerings. In addition, the Company intends to redeem its 3.350% senior unsecured notes which are due in September 2024. Our future operating performance and our ability to service or refinance our debt will be subject to future economic conditions and to financial, business and other factors, many of which are beyond our control. See "Risk Factors-Risks Related to Our Capital Structure" in the Company's Annual Report on Form 10-K for the year ended December 31, 2023, for a discussion of the risk related to our capital structure. 58