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Item 2. Management’s Discussion and Analysis

2024-10-24 compared with 2024-07-25 · 208 added, 157 removed, 429 unchanged (46% of the section changed)

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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").

On November 1, 2013, PENN contributed to the Company, 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" ).

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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.

During 2020, the Company and Tropicana LV, LLC, a wholly owned subsidiary of the Company that held the real estate of the former 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:

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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.

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 assets 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.

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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.

There were 8,087,630 OP Units outstanding as of September 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.

As of September 30, 2024, GLPI’s portfolio consisted of interests in 66 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"), 3 gaming and related facilities operated by Strategic Gaming Management, LLC ("Strategic") 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 and 1 facility under development

for Bally's in Chicago, Illinois, 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 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.

As of September 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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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").

As a result of the Spin-Off, the Company 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.

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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.

The Company 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

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("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").

The Company 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").

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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

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 Boyd Master Lease has an initial term of 10 years (from the original 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.

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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.

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

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

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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.

The 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.

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

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

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.

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

The Company intends to fund construction hard costs of up to $940.0 million for Bally's Chicago, 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 through December 2026.

The Company would own all funded improvements, which would be leased to Bally’s with rent commencing as advances are made.

On September 11, 2024, the Company assumed the ground lease between the existing third party and Bally's for approximately $250 million.

The ground lease was amended such that GLPI receives initial annual rent of $20 million (the "Bally's Chicago Land Lease").

The Bally's Chicago Land Lease is cross-defaulted with the construction development funding agreement.

The parties anticipate entering into a new Bally's Chicago Land Lease to conform certain lease terms to be consistent with what was agreed upon between the Company and Bally's that were disclosed in the binding term sheet

mentioned above.

Upon completion of the improvements, the Company 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.

Rental income on the land and development funding is being deferred until the project is substantially completed and ready for its intended use.

The Company 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.

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.

The contemplated 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) 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;

(b) completion of customary due diligence;

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

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.

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 former 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 the Company’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).

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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 Stadium is expected to complement the potential casino 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 the Company to Bally’s pursuant to the Tropicana Las Vegas Lease.

The LOI allows for Athletics to be granted fee ownership by the Company 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 Tropicana Las Vegas Lease, and that to the extent the Company 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 the Company agreed 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 Company 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.

The Company 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.

In late August 2024, the Company funded $48.5 million to Bally's that was used to pay for the demolition costs of the Tropicana Las Vegas as part of the development plans for the Stadium and annual rent was increased by $4.1 million as a result.

The change in rent terms resulted in a lease reconsideration event.

The lease is now classified as a sales type lease which resulted in a $3.8 million gain that was recorded in gains from dispositions of property on the Condensed Consolidated Statement of Operations.

Morgantown Lease

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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").

The Second Amended and Restated Casino Queen Master Lease was subsequently amended and restated on November 13, 2023 to include the real estate assets of The Belle (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

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.

GLPI has committed to provide up to approximately $111 million of funding for the project (of which $15.0 million has been funded as of September 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.

Maryland Live!

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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.

On August 29, 2023, the Company acquired the land associated with a casino development project in Rockford, IL, that opened in late August 2024 and is 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.

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

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

Borrowings under the Rockford Loan are 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.

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

As of September 30, 2024, $150 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.

Tioga Downs Lease

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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.

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") from Strategic 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.

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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.

In September 2024, the Company entered into a $110 million delayed draw term loan facility with the Ione Band of Miwok Indians ("Ione") (the "Ione Loan") to provide the tribe funding on a new casino development near Sacramento, California.

Ione has an option at the end of the Ione Loan term to satisfy the loan obligation by converting the outstanding principal into a long-term lease with an initial term of twenty five years and a maximum term of forty five years.

These agreements were entered into subsequent to receiving a declination letter from the National Indian Gaming Commission approving the transaction documents, including the long-term lease.

As of September 30, 2024, $13.7 million was advanced and outstanding under the Ione Loan which has a 5-year term and an interest rate of 11%.

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.

We reported total revenues and income from operations of $385.3 million and $271.4 million, respectively, for the three months ended September 30, 2024, compared to $359.6 million and $268.3 million, respectively, for the corresponding period in the prior year.

We reported total revenues and income from operations of $1,141.9 million and $822.5 million, respectively, for the nine months ended September 30, 2024, compared to $1,071.4 million and $773.4 million, respectively, for the corresponding period in the prior year.

The major factors affecting our results for the three and nine months ended September 30, 2024, as compared to the three and nine months ended September 30, 2023, were as follows:

• Total income from real estate increased by $25.8 million to $385.3 million for the three months ended September 30, 2024 compared to $359.6 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 $13.5 million for the three months ended September 30, 2024.

Additionally, the three months ended September 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 $1.3 million on its Investment in leases, financing receivables and favorable straight-line rent adjustments of $5.7 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.

Finally, the Company had favorable variable rents of $0.3 million for the three months ended September 30, 2024 compared to the corresponding period in the prior year.

• Total income from real estate increased by $70.6 million to $1,141.9 million for the nine months ended September 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 $32.3 million for the nine months ended September 30, 2024.

Additionally, the nine months ended September 30, 2024 benefited by $14.7 million compared to the corresponding period in the prior year from escalations on our leases.

The Company also recognized higher accretion of $4.9 million on its Investments in leases, financing receivables and favorable straight-line rent adjustments of $19.8 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.

• 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.

Finally, the Company had unfavorable variable rent of $1.2 million for the nine months ended September 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 increased by $22.6 million for the three months ended September 30, 2024 as compared to the corresponding period in the prior year.

The provision for credit losses, net, increased by $26.1 million during the three months ended September 30, 2024.

The provision increased due primarily from the initial establishment of reserves on the Tropicana Las Vegas Lease which is now classified as a sales type lease due to a lease reconsideration event that occurred during the period (See Note 1 for further details).

Additionally, land rights and ground lease expense decreased by $0.6 million due primarily due to the purchase of land that was previously subject to a land lease.

Additionally, general and administrative expenses decreased by $0.1 million and depreciation expense decreased by $1.1 million for the three months ended September 30, 2024 as compared to the corresponding period in the prior year due to certain assets being fully depreciated.

The three months ended September 30, 2024 also had a gain of $3.8 million on the reclassification of the Tropicana Las Vegas Lease to a sales type lease in connection with a lease reconsideration event which occurred during the period (See Note 1 for further details).

The three months ended September 30, 2023 had a property transfer tax recovery of $2.2 million related to a successful appeal initiated by our tenant.

• Total operating expenses increased by $21.5 million for the nine months ended September 30, 2024 as compared to the corresponding period in the prior year.

The provision for credit losses, net, increased by $23.2 million during the nine months ended September 30, 2024.

The provision increased due primarily from the initial establishment of reserves for the Tropicana Las Vegas Lease.

General and administrative expenses increased by $2.5 million due primarily to higher stock based compensation costs, franchise taxes, and transaction costs.

Additionally, land rights and ground lease expense decreased by $0.9 million due primarily to the purchase of land that was previously subject to a land lease.

Finally, depreciation expense decreased by $1.7 million for the nine months ended September 30, 2024 as compared to the corresponding period in the prior year due to certain assets being fully depreciated.

The nine months ended September 30, 2024 also had a gain of $3.8 million on the reclassification of the Tropicana Las Vegas Lease to a sales type lease in connection with a lease reconsideration event which occurred during the period (See Note 1 for further details).

The nine months ended September 30, 2023 had a property transfer tax recovery of $2.2 million related to a successful appeal initiated by our tenant.

• Other expenses increased by $2.3 million for the three months ended September 30, 2024, primarily due to higher interest expense of $15.9 million associated with the Company's increased borrowings to fund our recent acquisitions.

These items were partially offset by higher interest income of $13.6 million as compared to the corresponding period in the prior year because of higher average interest earning balances and higher rates earned on these balances during the current year.

• Other expenses increased by $2.6 million for the nine months ended September 30, 2024, primarily due to higher interest expense of $28.5 million associated with the Company's increased borrowings to fund our recent acquisitions.

These items were partially offset by higher interest income of $25.4 million as compared to the corresponding period in the prior year because of higher average interest earning balances and higher rates earned on these balances during the current year.

The nine months ended September 30, 2023 also included debt extinguishment charges of $0.6 million.

• Net income increased by $0.8 million and $45.9 million for the three and nine months ended September 30, 2024, as compared to the corresponding periods in the prior year, primarily due to the variances explained above.

Critical Accounting Estimates

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

We have identified the accounting for leases, 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 have identified the accounting for leases, investment in leases, 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.

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"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.

There has been no material change to these estimates for the three and nine months ended September 30, 2024.

Results of Operations

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• 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.

• 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 service or 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.

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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,

The consolidated results of operations for the three and nine months ended September 30, 2024 and 2023 are summarized below:

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

2024 2023 2024 2023

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non-cash adjustments to financing lease liabilities;

property transfer tax recoveries and impairment charges;

straight-line rent adjustments;

property transfer tax

recoveries and impairment charges;

straight-line rent and deferred rent adjustments;

losses on debt extinguishment;

and provision (benefit) for

credit losses, net, reduced by capital maintenance expenditures.

capitalized interest;

and provision (benefit) for 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;

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stock based compensation expense;

straight-line rent adjustments;

straight-line rent and deferred rent adjustments;

amortization of land rights;

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

The reconciliation of the Company’s net income per GAAP to FFO, AFFO, and Adjusted EBITDA for the three and six months ended June 30, 2024 and 2023 is as follows:

The reconciliation of the Company’s net income per GAAP to FFO, AFFO, and Adjusted EBITDA for the three and nine months ended September 30, 2024 and 2023 is as follows:

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2024 2023 2024 2023

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Net income $ 190,100 $ 189,307 $ 584,038 $ 538,114

Gains from dispositions of property, net of tax (3,790) (22) (3,790) (22)

Real estate depreciation 64,289 65,155 193,943 195,494

Funds from operations $ 250,599 $ 254,440 $ 774,191 $ 733,586

Straight-line rent adjustments (1) (15,790) (8,751) (31,580) (17,503)

Straight-line rent and deferred rent adjustments (1) (14,682) (8,942) (46,262) (26,445)

Other depreciation 482 691 1,450 1,637

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Non-cash adjustment to financing lease liabilities 112 122 358 347

Capitalized interest (857) — (857) —

Property transfer tax recovery — (2,187) — (2,187)

Capital maintenance expenditures 453 (17) (99) (25)

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(2,803) (2,406) (8,172) (7,312)

Capitalized interest 857 — 857 —

Adjusted EBITDA $ 346,405 $ 327,079 $ 1,020,277 $ 975,684

(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.

(1) Current year amount includes $0.1 million and $0.2 million for the three months and nine months ended September 30, 2024, respectively, of tenant improvement allowance amortization.

Net income, FFO, AFFO and Adjusted EBITDA were $190.1 million, $250.6 million, $268.2 million, and $346.4 million for the three months ended September 30, 2024, respectively.

This compares to net income, FFO, AFFO and Adjusted EBITDA of $189.3 million, $254.4 million, $251.2 million and $327.1 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.

The increase in net income of $0.8 million was primarily attributable to an increase in total revenues of $25.8 million, partially offset by increased operating expenses of $22.6 million (which was driven by the increase in provision for credit losses of $26.1 million) and higher other expenses of $2.3 million.

Net income, FFO, AFFO and Adjusted EBITDA were $584.0 million, $774.2 million, $791.2 million, and $1,020.3 million for the nine months ended September 30, 2024, respectively.

This compares to net income, FFO, AFFO and Adjusted EBITDA of $538.1 million, $733.6 million, $750.2 million and $975.7 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 increase in net income of $45.9 million was primarily attributable to an increase in total revenues of $70.6 million, partially offset by higher operating expenses of $21.5 million (which was a result of an increase in provision for credit losses of $23.2 million) and higher other expenses of $2.6 million.

The increases in FFO for the three months and nine months ended September 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.

Revenues for the three and six months ended June 30, 2024 and 2023 were as follows (in thousands):

Three Months Ended June 30, Percentage

Revenues for the three months and nine months ended September 30, 2024 and 2023 were as follows (in thousands):

Three Months Ended September 30, Percentage

2024 2023 Variance Variance

Rental income $ 333,244 $ 321,206 $ 12,038 3.7 %

Interest income from real estate 45,974 37,353 8,621 23.1 %

Income from investment in leases, financing receivables 47,503 38,332 9,171 23.9 %

Income from sales-type leases 1,240 — 1,240 N/A

Interest income from real estate loans 3,354 22 3,332 N/A

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$ 385,341 $ 359,560 $ 25,781 7.2 %

Six Months Ended June 30, Percentage

Nine Months Ended September 30, Percentage

2024 2023 Variance Variance

Rental income $ 996,641 $ 958,410 $ 38,231 4.0 %

Interest income from real estate 90,279 74,599 15,680 21.0 %

Income from investment in leases, financing receivables 137,782 112,931 24,851 22.0 %

Income from sales-type leases 1,240 — 1,240 N/A

Interest income from real estate loans 6,268 22 6,246 N/A

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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.

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

• Total income from real estate increased by $25.8 million to $385.3 million for the three months ended September 30, 2024 compared to $359.6 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 $13.5 million for the three months ended September 30, 2024.

Additionally, the three months ended September 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 $1.3 million on its Investment in leases, financing receivables, favorable straight-line and deferred rent adjustments of $5.7 million and favorable variable rent of $0.3 million compared to the corresponding period in the prior year.

• Total income from real estate increased by $70.6 million to $1,141.9 million for the nine months ended September 30, 2024 compared to $1,071.4 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 $32.3 million for the nine months ended

September 30, 2024.

Additionally, the nine months ended September 30, 2024 benefited by $14.7 million compared to the corresponding period in the prior year from escalations on our leases.

The Company also recognized higher accretion of $4.9 million on its Investment in leases, financing receivables and favorable straight-line rent and deferred rent adjustments of $19.8 million compared to the corresponding period in the prior year.

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

Three Months Ended September 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 and deferred rent adjustments (1) Ground rent in revenue Accretion on financing leases Total income from real estate

Amended PENN Master Lease $ 53,089 $ 10,758 $ 6,543 $ — $ 70,390 $ 4,952 $ 499 $ — $ 75,841

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Strategic Gaming Leases 2,300 — — — 2,300 — 106 294 2,700

Ione Loan — — — 46 46 — — — 46

Bally's Chicago Lease — 1,111 — — 1,111 (1,111) — — —

Total $ 288,667 $ 44,903 $ 18,080 $ 3,354 $ 355,004 $ 14,682 $ 8,562 $ 7,093 $ 385,341

(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

(1) Amount includes $0.1 million of tenant improvement allowance amortization.

Nine Months Ended September 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 and deferred rent adjustments (2) Ground rent in revenue Accretion on financing leases Total income from real estate

Amended PENN Master Lease $ 159,269 $ 32,276 $ 19,562 $ — $ 211,107 $ 14,856 $ 1,680 $ — $ 227,643

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Strategic Gaming Leases 3,475 — — — 3,475 — 141 390 4,006

Ione Loan — — — 46 46 — — — 46

Bally's Chicago Lease — 1,111 — — 1,111 (1,111) — — —

Total $ 857,963 $ 131,676 $ 52,258 $ 6,268 $ 1,048,165 $ 46,262 $ 25,751 $ 21,753 $ 1,141,931

(1) Current year amount includes $0.1 million of tenant improvement allowance amortization.

(2) Amount includes $0.2 million of tenant improvement allowance amortization.

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.

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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

Operating expenses for the three and nine months ended September 30, 2024 and 2023 were as follows (in thousands):

Three Months Ended September 30, Percentage

2024 2023 Variance Variance

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General and administrative 13,472 13,600 (128) (0.9) %

Gains from dispositions (3,790) (22) (3,768) 17,127.3 %

Depreciation 64,771 65,846 (1,075) (1.6) %

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

Provision for credit losses 27,686 1,613 26,073 1,616.4 %

Total operating expenses $ 113,897 $ 91,256 $ 22,641 24.8 %

Six Months Ended June 30, Percentage

Nine Months Ended September 30, Percentage

2024 2023 Variance Variance

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General and administrative 45,209 42,689 2,520 5.9 %

Gains from dispositions (3,790) (22) (3,768) 17,127.3 %

Depreciation 195,393 197,131 (1,738) (0.9) %

Property transfer tax recovery — (2,187) 2,187 (100.0) %

Provision for credit losses 47,194 24,012 23,182 96.5 %

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

Land rights and ground lease expense 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.

The land rights and ground lease expense declines for the three and nine months ended September 30, 2024, as compared to the corresponding period in the prior year was primarily due to the acquisition of certain land that was previously subject to ground leases.

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 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.

General and administrative expenses decreased by $0.1 million and increased by $2.5 million for the three and nine months ended September 30, 2024 as compared to the corresponding period in the prior year.

The reason for the increase for the nine month period ended September 30, 2024 was primarily due to higher stock based compensation costs, franchise taxes and payroll costs.

Gains from dispositions

Gains from dispositions for the three and nine months ended September 30, 2024 of $3.8 million was due to the lease reconsideration event for the Tropicana Las Vegas Lease which resulted in the lease being reclassified from an operating lease to a sales type lease.

See Note 1 for further discussion.

Depreciation expense decreased by $1.1 million and $1.7 million for the three and nine months ended September 30, 2024 as compared to the corresponding period in the prior year due to certain assets being fully depreciated.

Property transfer tax recovery

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

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

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.

The Company recorded a provision for credit losses of $27.7 million for the three months ended September 30, 2024 compared to a provision for credit losses of $1.6 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 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 significant provision during the three months ended September 30, 2024 was due primarily to the establishment of the initial reserves associated with the Tropicana Las Vegas Lease.

During the nine months ended September 30, 2024, the Company recorded a provision of $47.2 million compared to $24.0 million for the corresponding period in the prior year.

The primary reason for these provisions was due to the aforementioned reserves associated with the Tropicana Las Vegas Lease as well as 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 September 30, 2024 and September 30, 2023, have declined compared to the year end levels at December 31, 2023 and December 31, 2022, respectively.

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

Other income (expenses) for the three and nine months ended September 30, 2024 and 2023 were as follows (in thousands):

Three Months Ended September 30, Percentage

2024 2023 Variance Variance

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Total other expenses $ (80,829) $ (78,515) $ (2,314) 2.9 %

Six Months Ended June 30, Percentage

Nine Months Ended September 30, Percentage

2024 2023 Variance Variance

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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.

Interest expense increased by $15.9 million and $28.5 million for the three and nine months ended September 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.

Interest income increased by $13.6 million and $25.4 million for the three and nine months ended September 30, 2024 as compared to the corresponding period because of higher average interest earning balances and higher rates earned on these balances during the current year.

Losses on debt extinguishmen t

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

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

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

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

Net cash provided by operating activities was $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.

Net cash provided by operating activities was $780.4 million and $746.4 million during the nine months ended September 30, 2024 and 2023, respectively.

The increase in net cash provided by operating activities of $34.0 million for the nine months ended September 30, 2024, as compared to the corresponding period in the prior year, was primarily comprised of an increase in cash receipts from customers of $45.9 million and an increase in interest income of $21.3 million.

This was partially offset by increases in cash paid for employee compensation of $1.6 million, cash paid for interest of $11.8 million, cash paid for operating expenses of $19.1 million and cash paid for taxes of $1.6 million The increase in cash receipts collected from our customers for the nine months ended September 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 interest earning balances and higher rates earned on these balances in the current year.

Investing activities used cash of $1,177.1 million and $635.3 million during the nine months ended September 30, 2024 and 2023, respectively.

Net cash used in investing activities during the nine months ended September 30, 2024 primarily consisted of $440.7 million for the acquisition of real estate for the Bally's Chicago development project, the Belle landside development project and the real estate assets contained within the Tioga Downs Lease and Strategic Gaming Leases which were accounted for as Investment in leases, financing receivables.

The Company had real estate loan originations of $123.7 million, $48.6 million for the demolition funding related to the development project at the Tropicana site, the purchase of zero coupon U.S.

Treasury Bills totaling $891.0 million, and capital expenditures of $15.9 million, partially offset by the maturity of zero coupon U.S.

Treasury Bills totaling $341.0 million and the proceeds from a tax refund related to a previous acquisition of $1.8 million.

The net cash used in investing activities for the nine months ended September 30, 2023 consisted primarily of $455.6 million for the acquisition of the real estate assets, $100.2 million for the acquisition of land for the Rockford development project that was accounted for as an investment in leases, financing receivables and capital expenditures of $39.5 million and loan originations of $40.0 million.

Financing activities used cash of $206.9 million and $269.0 million during the nine months ended September 30, 2024 and 2023, respectively.

Net cash used in financing activities during the nine months ended September 30, 2024 was driven by the repayment of long term debt of $463.6 million, dividend payments of $621.9 million, non-controlling interest distributions of $18.4 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 $148.2 million and proceeds from the issuance of long term debt, net of costs of $1,177.4 million.

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

Capital Expenditures

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

During the six months ended June 30, 2024 and 2023, we spent approximately $7.6 million and $26.9 million, respectively, for capital expenditures.

During the nine months ended September 30, 2024 and 2023, we spent approximately $15.9 million and $39.5 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.

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”).

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.

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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%.

The weighted average interest rate under the Term Loan Credit Facility at September 30, 2024 was 6.50%.

Amortization and Prepayments

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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.

At September 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

outstanding obligations, if any, under the Initial Revolving Credit Facility and our Term Loan Credit Agreement.

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.

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

At June 30, 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.

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

Additionally, at September 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 September 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.

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

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

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

Senior Unsecured Notes

At June 30, 2024, the Company had $6,075.0 million of outstanding senior unsecured notes (the "Senior Notes").

At September 30, 2024, the Company had $6,875.0 million of outstanding senior unsecured notes (the "Senior Notes").

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

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

In August 2024, the Company issued $800 million of 5.625% Senior Notes that will mature on September 15, 2034 at an issue price equal to 99.094% of the principal amount and $400 million of 6.250% Senior Notes that will mature on September 15, 2054 at an issue price equal to 99.183% of the principal amount.

The Company plans to use the net proceeds for working capital and general corporate purposes, which may include the funding of announced transactions, development and improvement of properties, repayment of indebtedness, capital expenditures and other general business purposes.

During the three month period ended September 30, 2024, the Company redeemed its $400 million 3.350% senior unsecured notes due September 2024.

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

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The Senior Notes 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 Senior Notes were issued by GLP Capital 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 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:

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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".

Pursuant to Rule 3-10 of Regulation S-X, 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.

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

Distribution Requirements

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

Based on our current level of operations and anticipated earnings, we believe that cash generated from operations and cash on hand, together with amounts available under our 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.

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, including through the settlement of the Company's forward sale agreements that are discussed in Note 12, 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.

Reflecting the impact of the Company's forward sale agreements that are discussed in Note 12, the Company has $34.2 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.

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 2. Management’s Discussion and Analysis