Gaming & Leisure Properties, Inc. 10-Q

ITEM 1. FINANCIAL STATEMENTS Gaming and Leisure Properties, Inc. and Subsidiaries Condensed Consolidated Balance Sheets (in thousands, except share data) September 30, 2024 December 31, 2023 (unaudited) Assets Real estate investments, net $ 8,014,976 $ 8,168,792 Investment in leases, financing receivables, net 2,313,775 2,023,606 Investment in leases, sales-type, net 257,207 — Real estate loans, net 158,854 39,036 Right-of-use assets and land rights, net 825,367 835,524 Cash and cash equivalents 494,135 683,983 Held to maturity investment securities 554,106 — Other assets 62,577 55,717 Total assets $ 12,680,997 $ 11,806,658 Liabilities Accounts payable and accrued expenses $ 5,488 $ 7,011 Accrued interest 95,657 83,112 Accrued salaries and wages 5,174 7,452 Operating lease liabilities 196,432 196,853 Financing lease liabilities 60,673 54,261 Long-term debt, net of unamortized debt issuance costs, bond premiums and original issuance discounts 7,413,012 6,627,550 Deferred rental revenue 238,419 284,893 Other liabilities 41,390 36,572 Total liabilities 8,056,245 7,297,704 Commitments and Contingencies (Note 9) Equity Preferred stock ($ .01 par value, 50,000,000 shares authorized, no shares issued or outstanding at September 30, 2024 and December 31, 2023) — — Common stock ($ .01 par value, 500,000,000 shares authorized, 274,391,553 and 270,922,719 shares issued and outstanding at September 30, 2024 and December 31, 2023, respectively) 2,744 2,709 Additional paid-in capital 6,204,578 6,052,109 Accumulated deficit ( 1,952,445 ) ( 1,897,913 ) Total equity attributable to Gaming and Leisure Properties 4,254,877 4,156,905 Noncontrolling interests in GLPI's Operating Partnership ( 8,087,630 units and 7,653,326 units outstanding at September 30, 2024 and December 31, 2023, respectively) 369,875 352,049 Total equity 4,624,752 4,508,954 Total liabilities and equity $ 12,680,997 $ 11,806,658 See accompanying notes to the condensed consolidated financial statements. 4 Table of Contents Gaming and Leisure Properties, Inc. and Subsidiaries Condensed Consolidated Statements of Income (in thousands, except per share data) (unaudited) Three Months Ended September 30, Nine Months Ended September 30, 2024 2023 2024 2023 Revenues Rental income $ 333,244 $ 321,206 $ 996,641 $ 958,410 Income from investment in leases, financing receivables 47,503 38,332 137,782 112,931 Income from sales-type leases 1,240 — 1,240 — Interest income from real estate loans 3,354 22 6,268 22 Total income from real estate 385,341 359,560 1,141,931 1,071,363 Operating expenses Land rights and ground lease expense 11,758 12,406 35,446 36,312 General and administrative 13,472 13,600 45,209 42,689 Gains from dispositions of property ( 3,790 ) ( 22 ) ( 3,790 ) ( 22 ) Property transfer tax recovery — ( 2,187 ) — ( 2,187 ) Depreciation 64,771 65,846 195,393 197,131 Provision for credit losses, net 27,686 1,613 47,194 24,012 Total operating expenses 113,897 91,256 319,452 297,935 Income from operations 271,444 268,304 822,479 773,428 Other income (expenses) Interest expense ( 95,705 ) ( 79,788 ) ( 269,050 ) ( 240,519 ) Interest income 14,876 1,273 32,173 6,801 Losses on debt extinguishment — — — ( 556 ) Total other expenses ( 80,829 ) ( 78,515 ) ( 236,877 ) ( 234,274 ) Income before income taxes 190,615 189,789 585,602 539,154 Income tax expense 515 482 1,564 1,040 Net income $ 190,100 $ 189,307 $ 584,038 $ 538,114 Net income attributable to non-controlling interest in the Operating Partnership ( 5,406 ) ( 5,297 ) ( 16,630 ) ( 15,123 ) Net income attributable to common shareholders $ 184,694 $ 184,010 $ 567,408 $ 522,991 Earnings per common share: Basic earnings attributable to common shareholders $ 0.67 $ 0.70 $ 2.08 $ 1.99 Diluted earnings attributable to common shareholders $ 0.67 $ 0.70 $ 2.08 $ 1.99 See accompanying notes to the condensed consolidated financial statements. 5 Table of Contents Gaming and Leisure Properties, Inc. and Subsidiaries Condensed Consolidated Statements of Changes in Equity (in thousands, except share data) (unaudited) Common Stock Additional Paid-In Capital Accumulated Deficit Noncontrolling Interest Operating Partnership Total Equity Shares Amount Balance, December 31, 2023 270,922,719 $ 2,709 $ 6,052,109 $ ( 1,897,913 ) $ 352,049 $ 4,508,954 Issuance of common stock, net of costs 181,971 2 9,014 — — 9,016 Restricted stock activity 395,894 4 ( 6,593 ) — — ( 6,589 ) Dividends paid ($ 0.76 per common share) — — — ( 206,578 ) — ( 206,578 ) Issuance of operating partnership units — — — — 19,635 19,635 Distributions to non-controlling interest — — — — ( 6,147 ) ( 6,147 ) Net income — — — 174,464 5,062 179,526 Balance, March 31, 2024 271,500,584 $ 2,715 $ 6,054,530 $ ( 1,930,027 ) $ 370,599 $ 4,497,817 Restricted stock activity — — 5,426 — — 5,426 Dividends paid ($ 0.76 per common share) — — — ( 206,583 ) — ( 206,583 ) Distributions to non-controlling interest — — — — ( 6,147 ) ( 6,147 ) Net income — — — 208,250 6,162 214,412 Balance, June 30, 2024 271,500,584 $ 2,715 $ 6,059,956 $ ( 1,928,360 ) $ 370,614 $ 4,504,925 Issuance of common stock, net of costs 2,890,166 29 139,175 — — 139,204 Restricted stock activity 803 — 5,447 — — 5,447 Dividends paid ($ 0.76 per common share) — — — ( 208,779 ) — ( 208,779 ) Distributions to non-controlling interest — — — — ( 6,145 ) ( 6,145 ) Net income — — — 184,694 5,406 190,100 Balance, September 30, 2024 274,391,553 $ 2,744 $ 6,204,578 $ ( 1,952,445 ) $ 369,875 $ 4,624,752 6 Table of Contents Common Stock Additional Paid-In Capital Accumulated Deficit Noncontrolling Interest Operating Partnership Total Equity Shares Amount Balance, December 31, 2022 260,727,030 $ 2,607 $ 5,573,567 $ ( 1,798,216 ) $ 340,138 $ 4,118,096 Issuance of common stock, net of costs 1,284,556 13 64,316 — — 64,329 Restricted stock activity 344,139 4 ( 5,637 ) — — ( 5,633 ) Dividends paid ($ 0.97 per common share) — — — ( 254,778 ) — ( 254,778 ) Issuance of operating partnership units — — — — 14,931 14,931 Distributions to non-controlling interest — — — — ( 7,424 ) ( 7,424 ) Net income — — — 183,351 5,319 188,670 Balance, March 31, 2023 262,355,725 $ 2,624 $ 5,632,246 $ ( 1,869,643 ) $ 352,964 $ 4,118,191 Issuance of common stock, net of costs 284,453 2 14,353 — — 14,355 Restricted stock activity — — 5,013 — — 5,013 Dividends paid ($ 0.72 per common share) — — — ( 189,313 ) — ( 189,313 ) Distributions to non-controlling interest — — — — ( 5,509 ) ( 5,509 ) Net income — — — 155,630 4,507 160,137 Balance, June 30, 2023 262,640,178 $ 2,626 $ 5,651,612 $ ( 1,903,326 ) $ 351,962 $ 4,102,874 Issuance of common stock, net of costs 4,371,624 44 210,743 — 210,787 Restricted stock activity 3,928 — 5,136 — 5,136 Dividends paid ($ 0.73 per common share) — — — ( 192,307 ) — ( 192,307 ) Distributions to non-controlling interest — — — — ( 5,587 ) ( 5,587 ) Net income — — — 184,010 5,297 189,307 Balance, September 30, 2023 267,015,730 $ 2,670 $ 5,867,491 $ ( 1,911,623 ) $ 351,672 $ 4,310,210 See accompanying notes to the condensed consolidated financial statements. 7 Table of Contents Gaming and Leisure Properties, Inc. and Subsidiaries Condensed Consolidated Statements of Cash Flows (in thousands, unaudited) Nine months ended September 30, 2024 2023 Operating activities Net income $ 584,038 $ 538,114 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 205,221 207,409 Amortization of debt issuance costs, bond premiums and original issuance discounts 8,172 7,312 Accretion on financing receivables ( 21,753 ) ( 16,806 ) Net accretion on held to maturity investment securities ( 4,111 ) — Non-cash adjustment to financing lease liabilities 358 347 Gains from dispositions of property ( 3,790 ) ( 22 ) Stock-based compensation 19,010 17,959 Deferred rent and tenant improvement amortization ( 46,262 ) ( 26,445 ) Losses on debt extinguishment — 556 Provision (benefit) for credit losses, net 47,194 24,012 Change in operating assets and liabilities Other assets ( 24,404 ) ( 2,153 ) Accounts payable and accrued expenses ( 636 ) ( 457 ) Accrued interest 12,545 ( 4,094 ) Accrued salaries and wages ( 2,278 ) ( 1,217 ) Other liabilities 7,053 1,861 Net cash provided by operating activities 780,357 746,376 Investing activities Capital project and maintenance expenditures ( 15,935 ) ( 39,534 ) Return of contingent consideration from previous acquisition 1,798 — Investment in leases, financing receivables ( 203,486 ) ( 100,202 ) Acquisition of real estate, net ( 237,249 ) ( 455,556 ) Fundings for the Tropicana Las Vegas Lease ( 48,550 ) — Originations of real estate loans ( 123,730 ) ( 40,000 ) Acquisition of held to maturity investment securities ( 890,970 ) — Maturities of held to maturity investment securities 340,975 — Net cash used in investing activities ( 1,177,147 ) ( 635,292 ) Financing activities Dividends paid ( 621,940 ) ( 636,398 ) Non-controlling interest distributions ( 18,439 ) ( 18,520 ) Taxes paid related to shares withheld for tax purposes on restricted stock award vestings ( 14,726 ) ( 13,442 ) Proceeds from issuance of common stock, net 148,220 289,471 Proceeds from issuance of long-term debt 1,189,484 685,000 Financing costs ( 12,078 ) ( 1 ) Repayments of long-term debt ( 463,579 ) ( 575,128 ) Net cash provided by (used) in financing activities 206,942 ( 269,018 ) Net decrease in cash and cash equivalents ( 189,848 ) ( 157,934 ) Cash and cash equivalents at beginning of period 683,983 239,083 Cash and cash equivalents at end of period $ 494,135 $ 81,149 See accompanying notes to the condensed consolidated financial statements and Note 14 for supplemental cash flow information and noncash investing and financing activities. 8 Table of Contents Gaming and Leisure Properties, Inc. Notes to the Condensed Consolidated Financial Statements (unaudited) 1. Business and Operations Gaming and Leisure Properties, Inc. ("GLPI") is a self-administered and self-managed Pennsylvania real estate investment trust ("REIT"). GLPI (together with its subsidiaries, the "Company") 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 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" ). The Company elected on its United States ("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 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: 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 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. 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 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 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 9 Table of Contents 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, 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 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. 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. 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"). 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 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 10 Table of Contents 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. 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 11 Table of Contents 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 and Bally's Chicago Land 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 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 and additional rent of $ 58.8 million. 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 the Company 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. 12 Table of Contents 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 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). 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"). 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 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. 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. 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 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 13 Table of Contents 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 to include the real estate assets at 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 ($ 15.0 million of which 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. 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 and rent will be deferred until the project is substantially complete and ready for its intended use. 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 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. 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"). 14 Table of Contents 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 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 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 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") from Strategic for $ 105 million, plus an additional $ 5 million that was funded at closing to reimburse Strategic for capital improvements. Simultaneous with the acquisition, GLPI and affiliates of Strategic entered into two cross-defaulted triple-net lease agreements, each for an initial 25 -year term with two ten-year renewal periods. The initial aggregate annual cash rent for the new leases is $ 9.2 million and is subject to a fixed 2.0 % annual escalation beginning in year three of the lease and a CPI-based annual escalation beginning in year 11 of the lease, at the greater of 2 % or CPI capped at 2.5 % (the "Strategic Gaming Leases"). As part of the transaction, the Company also secured a right of first refusal on the real estate related to future acquisitions until Strategic's adjusted EBITDAR related to GLPI's owned assets reaches $40 million annualized. Ione Loan 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 %. 2. Basis of Presentation The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with U.S. generally accepted accounting principles ("GAAP") for interim financial information and with the instructions for Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete consolidated financial statements. In the opinion of management, all normal recurring adjustments considered necessary for a fair presentation have been included. Certain prior period amounts have been reclassified to conform to the current period presentation. Specifically, on the Condensed Consolidated Statement of Cash Flows, the prior period amount for costs paid on unsecured note redemption was combined with repayments of long-term debt. The condensed consolidated financial statements include the accounts of GLPI and its subsidiaries as well as the Company's operating partnership, which is a variable interest entity ("VIE") in which the Company is the primary beneficiary. The Company presents non-controlling interests and classifies such interests as a separate component of equity, separate from GLPI's stockholders' equity and as net income attributable to non-controlling interest in the Condensed Consolidated Statement of Income. The operating partnership is a VIE in which the Company is the primary beneficiary because it has the power to direct the activities of the VIE that most significantly impact the partnership's economic performance and has the obligation to absorb losses of the VIE that could be potentially significant to the VIE and the right to receive benefits from the VIE that could potentially be significant to the VIE. Therefore, the Company consolidates the accounts of the operating partnership, and 15 Table of Contents reflects the third party ownership in this entity as a noncontrolling interest in the Consolidated Balance Sheet. All intercompany accounts and transactions have been eliminated in consolidation. The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses for the reporting periods. Actual results could differ from those estimates. Operating results for the three and nine months ended September 30, 2024 are not necessarily indicative of the results that may be expected for the year ending December 31, 2024. The consolidated financial statements contained in our Annual Report on Form 10-K for the year ended December 31, 2023 (the "Annual Report") should be read in conjunction with these condensed consolidated financial statements. The December 31, 2023 financial information has been derived from the Company’s audited consolidated financial statements. The Company’s significant accounting policies are described in Note 2 of the Notes to the Consolidated Financial Statements included in the Company’s Annual Report and since the date of those financial statements, the Company has not had any significant changes to these accounting policies that have had a material impact on the Company's financial statements other that what is described below. Held to maturity investment securities In February 2024, the Company purchased zero coupon United States Treasury Bills of approximately $ 341 million which matured in August 2024 for $ 350 million. In August 2024, the Company purchased zero coupon United States Treasury Bills which upon maturity in January 2025, will total $ 563 million. The Company classified these debt securities as held to maturity in accordance with ASC 320, Investments-Debt Securities since these are fixed income investments that the Company has the intent and ability to hold until maturity. The securities are recorded at amortized cost on the Condensed Consolidated Balance Sheet which approximated their fair value. 3. Investment in leases, net Certain of the Company's leases are recorded as an Investment in leases, financing receivables, net, as the sale leaseback transactions were accounted for as failed sale leasebacks due to the leases' significant initial lease terms. Additionally, as described in Note 1, the Company reassessed the Tropicana Las Vegas Lease during the three months ended September 30, 2024 which resulted in the lease being classified as an investment in lease, sales type, net. The following is a summary of the balances of the Company's Investment in leases. September 30, 2024 September 30, 2024 December 31, 2023 Investment in leases, sales type Investment in leases, financing receivables Investment in leases, financing receivables (in thousands) Minimum lease payments receivable $ 712,165 $ 9,847,435 $ 9,088,298 Estimated residual values of lease property (unguaranteed) 278,500 1,276,675 1,041,087 Total 990,665 11,124,110 10,129,385 Less: Unearned income ( 712,165 ) ( 8,764,141 ) ( 8,083,808 ) Less: Allowance for credit losses ( 21,293 ) ( 46,194 ) ( 21,971 ) Investment in leases - net $ 257,207 $ 2,313,775 $ 2,023,606 The present value of the net investment in the lease payment receivable and unguaranteed residual value at September 30, 2024 was $ 2,284.4 million and $ 75.6 million compared to $ 1,991.4 million and $ 54.2 million at December 31, 2023 for the Company's Investment in leases, financing receivables. The present value of the net investment in lease payment receivable and unguaranteed residual value at September 30, 2024 was $ 257.0 million and $ 21.5 million for the Company's Investment in leases, sales type. 16 Table of Contents At September 30, 2024, minimum lease payments owed to us for each of the five succeeding years under the Company's investment in leases were as follows (in thousands): Year ending December 31, Future Minimum Lease Payments for Investment in leases, sales type Future Minimum Lease Payments for Investment in leases, financing receivables 2024 (remainder of year) $ 3,709 $ 40,436 2025 14,837 164,103 2026 14,837 166,917 2027 14,837 169,858 2028 14,837 172,851 Thereafter 649,108 9,133,270 Total $ 712,165 $ 9,847,435 The Company follows ASC 326 “Credit Losses”, which requires that the Company measure and record current expected credit losses (“CECL”), the scope of which includes our Investment in leases, financing receivables, net, Investment in leases, sales-type, net, as well as the Company's Real estate loans which are discussed in Note 5. The Company has elected to use an econometric default and loss rate model to estimate the allowance for credit losses, or CECL allowance. This model requires us to calculate and input lease and property-specific credit and performance metrics which in conjunction with forward-looking economic forecasts, project estimated credit losses over the life of the lease or loan. The Company then records a CECL allowance based on the expected loss rate multiplied by the outstanding investment. Expected losses within our cash flows are determined by estimating the probability of default (“PD”) and loss given default (“LGD”) of our instruments subject to CECL. We have engaged a nationally recognized data analytics firm to assist us with estimating both the PD and LGD. The PD and LGD are estimated during the initial term of the instruments subject to CECL. The PD and LGD estimates were developed using current financial condition forecasts. The PD and LGD predictive model was developed using the average historical default rates and historical loss rates, respectively, of over 100,000 commercial real estate loans dating back to 1998 that have similar credit profiles or characteristics to the real estate underlying the Company's instruments subject to CECL. Management will monitor the credit risk related to its instruments subject to CECL by obtaining the applicable rent and interest coverage on a periodic basis. The Company also monitors legislative changes to assess whether it would have an impact on the underlying performance of its tenant. We are unable to use our historical data to estimate losses as the Company has no loss history to date on its lease portfolio. Our tenants were current on all of their rental obligations as of September 30, 2024 and December 31, 2023. 17 Table of Contents The change in the allowance for credit losses for the Company's investment in leases is illustrated below (in thousands): Balance at December 31, 2023 Change in Allowance Balance at March 31, 2024 Change in Allowance Balance at June 30, 2024 Change in Allowance Balance at September 30, 2024 Maryland Live! Lease $ 5,661 $ 7,094 $ 12,755 $ ( 1,871 ) $ 10,884 $ 500 $ 11,384 PA Live! Master Lease 13,636 12,949 26,585 ( 1,854 ) 24,731 3,412 28,143 Rockford Lease 2,674 582 3,256 ( 303 ) 2,953 259 3,212 Tioga Lease — 1,579 1,579 ( 150 ) 1,429 1,173 2,602 Strategic Lease — — — 856 856 ( 3 ) 853 Tropicana Las Vegas Lease — — — — — 21,293 21,293 Total $ 21,971 $ 22,204 $ 44,175 $ ( 3,322 ) $ 40,853 $ 26,634 $ 67,487 Balance at December 31, 2022 Change in Allowance Balance at March 31, 2023 Change in Allowance Balance at June 30, 2023 Change in Allowance Balance at September 30, 2023 Maryland Live! Lease $ 4,095 $ ( 881 ) $ 3,214 $ 8,142 $ 11,356 $ ( 789 ) $ 10,567 PA Live! Master Lease 15,029 ( 4,772 ) 10,257 19,910 30,167 ( 3,825 ) 26,342 Rockford Lease — — — $ — — 3,867 3,867 Total $ 19,124 $ ( 5,653 ) $ 13,471 $ 28,052 $ 41,523 $ ( 747 ) $ 40,776 The amortized cost basis of the Company's investment in leases, financing receivables by year of origination is shown below as of September 30, 2024 (in thousands): Origination year Investment in leases, financing receivables Allowance for credit losses Amortized cost basis at September 30, 2024 Allowance as a percentage of outstanding financing receivable 2024 $ 294,772 $ ( 3,455 ) $ 291,317 ( 1.17 ) % 2023 102,366 ( 3,212 ) 99,154 ( 3.14 ) % 2022 711,431 ( 28,143 ) 683,288 ( 3.96 ) % 2021 1,251,400 ( 11,384 ) 1,240,016 ( 0.91 ) % Total $ 2,359,969 $ ( 46,194 ) 2,313,775 ( 1.96 ) % The amortized cost basis of the Company's investment in leases, sales type by year of origination is shown below as of September 30, 2024 (in thousands): Origination year Investment in leases, sales type lease Allowance for credit losses Amortized cost basis at September 30, 2024 Allowance as a percentage of outstanding sales type lease 2024 $ 278,500 $ ( 21,293 ) $ 257,207 ( 7.65 ) % During the three and nine months ended September 30, 2024, the Company recorded a provision for credit losses, net of $ 27.7 million and $ 47.2 million, respectively (inclusive of the reserve for real estate loans and reserves on the unfunded loan 18 Table of Contents commitment, see Note 5 for details). The provision for the three and nine months ended September 30, 2024 was primarily due to the initial establishment of reserves on the Tropicana Las Vegas Lease which was determined based on the underlying credit quality of the tenant, 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 loan commitments. The real estate values are estimated based on the actual and long term projections of the Commercial Real Estate Price Index which, as of September 30, 2024 have declined relative to December 31, 2023. During the three and nine months ended September 30, 2023, the Company recorded a provision for credit losses, net of $ 1.6 million and $ 24.0 million, respectively. The provision for credit losses recorded for the three months ended September 30, 2023 was the result of the initial establishment of $6.2 million of reserves on the Rockford Lease and Rockford Loan (See Note 5) which was partially offset by a benefit of $4.6 million on the Maryland Live! Lease and Pennsylvania Live! Master Lease as the result of an improved Commercial Real Estate Price Index forecast compared to the forecast utilized as of June 30, 2023. The provision for the nine months ended September 30, 2023, was primarily due to a decline in the estimated real estate values underlying the Company's Investment in leases, financing receivables. These values are estimated based on long term projections of the Commercial Real Estate Price Index which, as of September 30, 2023, declined relative to December 31, 2022. The reason for differences in the allowance as a percentage of outstanding financing receivable for leases originated in each calendar year in the table above depends on various factors for the leases such as expected rent coverage ratios and loan to value ratios. Future changes in economic probability factors, changes in the estimated value of our real estate property and earnings assumptions at the underlying facilities may result in non-cash provisions or recoveries in future periods that could materially impact our results of operations. 4. Real Estate Investments, Net Real estate investments, net, represent investments in rental properties and the corporate headquarters building (excluding our investments in transactions accounted for as real estate loans and investment in leases, financing receivables that are described in Notes 5 and 3, respectively) and is summarized as follows: September 30, 2024 December 31, 2023 (in thousands) Land and improvements $ 3,582,663 $ 3,559,851 Building and improvements 6,788,956 6,787,464 Construction in progress 15,823 — Total real estate investments 10,387,442 10,347,315 Less accumulated depreciation ( 2,372,466 ) ( 2,178,523 ) Real estate investments, net $ 8,014,976 $ 8,168,792 The Land and improvements change from year end represents the acquisition of the land for the Bally's development project in Chicago, Illinois which is partially offset by the reclassification of the Tropicana Las Vegas Lease to a sales type lease from an operating lease due to the reconsideration event from the change in rent terms for the demolition funding provided by GLPI. Construction in progress primarily represents development funding on The Belle along with its related capitalized interest. See Note 1 for details on this project. 19 Table of Contents 5. Real estate loans, net As discussed in Note 1, the Company entered into the Rockford Loan during 2023 and the entire $ 150 million commitment was drawn as of September 30, 2024. The Rockford Loan has a 10 % interest rate and a maximum outstanding period of up to 6 years ( 5-year initial term with a 1-year extension). The Company also entered into the Ione Loan for up to $ 110 million, of which $ 13.7 million was drawn as of September 30, 2024. The following is a summary of the balances of the Company's Real estate loans, net. September 30, 2024 December 31, 2023 (in thousands) Real estate loans $ 163,731 $ 40,000 Less: Allowance for credit losses $ ( 4,877 ) $ ( 964 ) Real estate loans, net $ 158,854 $ 39,036 The change in the allowance for credit losses for the Company's Real estate loans is shown below (in thousands): Balance at December 31, 2023 $ ( 964 ) Change in allowance ( 729 ) Ending balance at March 31, 2024 $ ( 1,693 ) Change in allowance $ ( 935 ) Ending Balance at June 30, 2024 $ ( 2,628 ) Change in allowance $ ( 2,249 ) Ending Balance at September 30, 2024 $ ( 4,877 ) Real estate loans are subject to CECL, which is described in Note 3. The Company recorded provision for credit losses of $ 2.2 million and $ 3.9 million for the three months and nine months ended September 30, 2024 on real estate loans. Additionally, the Company recorded a benefit of $ 1.2 million and $ 2.2 million during the three month and nine months ended September 30, 2024 on unfunded loan commitments. The reserve for the unfunded loan commitment was recorded in other liabilities on the Condensed Consolidated Balance Sheets and totaled $ 0.4 million and $2.6 million at September 30, 2024 and December 31, 2023, respectively. The Company's borrowers are current on their loan obligations as of September 30, 2024. 6. Lease Assets and Lease Liabilities Lease Assets The Company is subject to various operating leases as lessee for both real estate and equipment, the majority of which are ground leases related to properties the Company leases to its tenants under triple-net operating leases. These ground leases may include fixed rent, as well as variable rent based upon an individual property’s performance or changes in an index such as the CPI, and have maturity dates ranging from 2038 to 2108, when considering all renewal options. For certain of these ground leases, the Company’s tenants are responsible for payment directly to the third-party landlord. Under ASC 842, the Company is required to gross-up its condensed consolidated financial statements for these ground leases as the Company is considered the primary obligor. In conjunction with the adoption of ASU 2016-02 on January 1, 2019, the Company recorded right-of-use assets and related lease liabilities on its condensed consolidated balance sheets to represent its rights to use the underlying leased assets and its future lease obligations, respectively, including for those ground leases paid directly by our tenants. Because the right-of-use asset relates, in part, to the same leases which resulted in the land right assets the Company recorded on its condensed consolidated balance sheets in conjunction with the Company's assumption of below market leases at the time it acquired the related land and building assets, the Company is required to report the right-of-use assets and land rights in the aggregate on the condensed consolidated balance sheets. 20 Land rights, net represent the Company's rights to land subject to long-term ground leases. The Company obtained ground lease rights through the acquisition of several of its rental properties and immediately subleased the land to its tenants. These land rights represent the below market value of the related ground leases. The Company assessed the acquired ground leases to determine if the lease terms were favorable or unfavorable, given market conditions at the acquisition date. Because the market rents to be received under the Company's triple-net tenant leases were greater than the rents to be paid under the acquired ground leases, the Company concluded that the ground leases were below market and were therefore required to be recorded as a definite lived asset (land rights) on its books. Components of the Company's right-of use assets and land rights, net are detailed below (in thousands): September 30, 2024 December 31, 2023 Right-of-use assets - operating leases $ 195,926 $ 196,254 Land rights, net 629,441 639,270 Right-of-use assets and land rights, net $ 825,367 $ 835,524 Land Rights The land rights are amortized over the individual lease term of the related ground lease, including all renewal options, which ranged from 20 years to 92 years at their respective acquisition dates. Land rights net, consist of the following: September 30, 2024 December 31, 2023 (in thousands) Land rights $ 727,113 $ 727,114 Less accumulated amortization ( 97,672 ) ( 87,844 ) Land rights, net $ 629,441 $ 639,270 As of September 30, 2024, estimated future amortization expense related to the Company’s land rights by fiscal year is as follows (in thousands): Year ending December 31, 2024 (remainder of year) $ 3,275 2025 13,104 2026 13,104 2027 13,104 2028 13,104 Thereafter 573,750 Total $ 629,441 Operating Lease Liabilities At September 30, 2024, payments under the Company's operating lease liabilities were as follows (in thousands): Year ending December 31, 2024 (remainder of year) $ 3,667 2025 14,671 2026 14,677 2027 14,173 2028 14,060 Thereafter 643,380 Total lease payments $ 704,628 Less: interest ( 508,196 ) Present value of lease liabilities $ 196,432 21 Lease Expense Operating lease costs represent the entire amount of expense recognized for operating leases that are recorded on the condensed consolidated balance sheets. Variable lease costs are not included in the measurement of the lease liability and include both lease payments tied to a property's performance and changes in an index (such as the CPI) that are not determinable at lease commencement, while short-term lease costs are costs for those operating leases with a term of 12 months or less. The components of lease expense were as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2024 2023 2024 2023 Operating lease cost $ 3,636 $ 3,657 $ 10,900 $ 11,175 Variable lease cost 4,846 5,050 14,718 14,899 Amortization of land right assets 3,276 3,699 9,828 10,278 Total lease cost $ 11,758 $ 12,406 $ 35,446 $ 36,352 Amortization expense related to the land right intangibles, as well as variable lease costs and the Company's operating lease costs are recorded within land rights and ground lease expense in the condensed consolidated statements of income. Supplemental Disclosures Related to Leases Supplemental balance sheet information related to the Company's operating leases was as follows: September 30, 2024 Weighted average remaining lease term - operating leases 49.98 years Weighted average discount rate - operating leases 6.57 % Supplemental cash flow information related to the Company's operating leases was as follows: Three Months Ended September 30, Nine Months Ended September 30, 2024 2023 2024 2023 (in thousands) (in thousands) Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases (1) $ 415 $ 406 $ 1,244 $ 1,215 (1) The Company's cash paid for operating leases is significantly less than the lease cost for the same period due to the majority of the Company's ground lease rent being paid directly to the ground lessors by the Company's tenants. Although the Company expends no cash related to these leases, they are required to be grossed up in the Company's condensed consolidated financial statements under ASC 842. . 22 Financing Lease Liabilities In connection with the acquisition of certain real property assets included in the Maryland Live! Lease and the Strategic Gaming Leases, the Company acquired the rights to land subject to long-term ground leases which expire in June 2111 and April 2062, respectively. As these leases were accounted for as Investment in leases, financing receivables, the underlying ground leases were accounted for as Financing lease liabilities on the Condensed Consolidated Balance Sheets. In accordance with ASC 842, the Company records revenue for the ground lease rent paid by its tenant with an offsetting expense in interest expense as the Company has concluded that as the lessee it is the primary obligor under the ground leases. The Company's weighted average discount rate on the fixed minimum annual payments was 5.07% to arrive at the initial lease obligations. At September 30, 2024, payments under the Company's financing lease liabilities were as follows (in thousands): 2024 (remainder of year) $ 669 2025 2,690 2026 2,712 2027 2,735 2028 2,758 Thereafter 313,822 Total lease payments $ 325,386 Less: Interest ( 264,713 ) Present value of finance lease liabilities $ 60,673 23 7. Long-term Debt Long-term debt is as follows: September 30, 2024 December 31, 2023 (in thousands) Unsecured $ 1,750 million revolver $ — $ — Term Loan Credit Facility due September 2027 600,000 600,000 $ 400 million 3.350 % senior unsecured notes due September 2024 — 400,000 $ 850 million 5.250 % senior unsecured notes due June 2025 850,000 850,000 $ 975 million 5.375 % senior unsecured notes due April 2026 975,000 975,000 $ 500 million 5.750 % senior unsecured notes due June 2028 500,000 500,000 $ 750 million 5.300 % senior unsecured notes due January 2029 750,000 750,000 $ 700 million 4.000 % senior unsecured notes due January 2030 700,000 700,000 $ 700 million 4.000 % senior unsecured notes due January 2031 700,000 700,000 $ 800 million 3.250 % senior unsecured notes due January 2032 800,000 800,000 $ 400 million 6.750 % senior unsecured notes due December 2033 400,000 400,000 $ 800 million 5.625 % senior unsecured notes due September 2034 800,000 — $ 400 million 6.250 % senior unsecured notes due September 2054 400,000 — Other 317 434 Total long-term debt 7,475,317 6,675,434 Less: unamortized debt issuance costs, bond premiums and original issuance discounts ( 62,305 ) ( 47,884 ) Total long-term debt, net of unamortized debt issuance costs, bond premiums and original issuance discounts $ 7,413,012 $ 6,627,550 The following is a schedule of future minimum repayments of long-term debt as of September 30, 2024 (in thousands): 2024 (remainder of year) $ 39 2025 850,164 2026 975,114 2027 600,000 2028 500,000 Over 5 years 4,550,000 Total minimum payments $ 7,475,317 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. The availability of loans under the Term Loan Credit Facility is subject to customary conditions, including pro forma compliance with financial covenants, and the receipt by Term Loan Agent of a conditional guarantee of the Term Loan Credit Facility by Bally’s on a secondary basis, subject to enforcement of all remedies against GLP Capital, GLPI and all sources other than Bally’s. The loans under the Term Loan Credit Facility may be used solely to finance a portion of the purchase price of the acquisition of one or more specified properties of Bally’s in one or a series of related transactions (the “Acquisition”) and to pay fees, costs and expenses incurred in connection therewith. The Company drew down the entire $ 600 million Term Loan Credit Facility on January 3, 2023 in connection with the acquisition of the real property assets of Bally's Biloxi and Bally's Tiverton. 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 24 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 September 30, 2024 was 6.50 % . 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. Unused commitments under the Term Loan Credit Facility automatically terminated on August 31, 2023. 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 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. GLP Capital is the primary obligor under the Credit Agreement, which is guaranteed by GLPI. On September 2, 2022, GLP Capital entered into an amendment to the Credit Agreement among GLP Capital, Wells Fargo Bank, National Association, as administrative agent (“Agent”), and the several banks and other financial institutions or entities party thereto (the Credit Agreement, as amended by such amendment, the "Amended Credit Agreement"). 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"). 25 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 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. 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 September 30, 2024, the Company was in compliance with all required financial covenants under the Amended Credit Agreement. Senior Unsecured 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: 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. 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 26 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. 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 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. At September 30, 2024, the Company was in compliance with all required financial covenants under its Senior Notes. 8. Fair Value of Financial Assets and Liabilities Fair value is defined as the price that would be received to sell an asset or transfer a liability in an orderly transaction between market participants at the measurement date. Assets and liabilities recorded at fair value are classified based upon the level of judgment associated with the inputs used to measure their fair value. ASC 820 - Fair Value Measurements and Disclosures ("ASC 820") establishes a hierarchy that prioritizes fair value measurements based on the types of inputs used for the various valuation techniques (i.e. market approach, income approach, and cost approach). The levels of the hierarchy related to the subjectivity of the valuation inputs are described below: • Level 1: Observable inputs such as quoted prices in active markets for identical assets or liabilities. • Level 2: Inputs other than quoted prices that are observable for the asset or liability, either directly or indirectly; these include quoted prices for similar assets or liabilities in active markets, such as interest rates and yield curves that are observable at commonly quoted intervals. • Level 3: Unobservable inputs that reflect the reporting entity's own assumptions, as there is little, if any, related market activity. The Company's assessment of the significance of a particular input to the fair value measurement requires judgment and may affect the valuation of assets and liabilities and their placement within the fair value hierarchy. Assets and Liabilities Measured at Fair Value on a Recurring Basis The following methods and assumptions are used to estimate the fair value of each class of financial instruments for which it is practicable to estimate. Cash and cash equivalents The fair value of the Company’s cash and cash equivalents approximates the carrying value of the Company’s cash and cash equivalents, due to the short maturity of the cash equivalents. 27 Investment securities held to maturity As discussed in Note 2, in August 2024, the Company purchased U.S. Treasury Bills that will mature in January 2025. The fair value of the investment (which approximated its carrying value) is disclosed below and is based on quoted prices in active markets and as such is a Level 1 measurement as defined in ASC 820. Investment in leases, financing receivables, net The fair value of the Company's investment in leases, financing receivables, net is based on the estimated value of the underlying real estate property the Company owns related to the applicable leases. The initial fair value was the price paid by the Company to acquire the real estate. This value is then adjusted for changes in the commercial real estate price index and as such is a Level 3 measurement as defined under ASC 820. Investment in leases, sales type, net The fair value of the Company's investment in leases, sales type, net was based on a third party valuation report which utilized both market based and income based valuation approaches to value the underlying land related to the applicable lease. As such, this was determined to be a Level 3 measurement as defined under ASC 820. Deferred compensation plan assets The Company's deferred compensation plan assets consist of open-ended mutual funds and as such the fair value measurement of the assets is considered a Level 1 measurement as defined under ASC 820. Deferred compensation plan assets are included within other assets on the condensed consolidated balance sheets. Real estate loans, net The Company's real estate loans bear interest at a fixed rate. The fair value disclosed in the table below is estimated based on the present value of the loans' future cash flows using a discounted cash flow analysis. The fair value of the loans is subject to fluctuations from changes in market interest rates at each reporting period and the fair value measurement is considered a Level 3 measurement as defined in ASC 820. Long-term debt The fair value of the Senior Notes are estimated based on quoted prices in active markets and as such is a Level 1 measurement as defined under ASC 820. The fair value of the obligations in our Amended Credit Agreement and Term Loan Credit Facility is based on indicative pricing from market information (Level 2 inputs). The estimated fair values of the Company’s financial instruments are as follows (in thousands): September 30, 2024 December 31, 2023 Carrying Amount Fair Value Carrying Amount Fair Value Financial assets: Cash and cash equivalents $ 494,135 $ 494,135 $ 683,983 $ 683,983 Investment securities held to maturity 554,106 554,749 — — Investment in leases, financing receivables, net 2,313,775 2,058,800 2,023,606 1,969,326 Investment in leases, sales-type, net 257,207 278,500 — — Real estate loans, net 158,854 169,643 39,036 40,299 Deferred compensation plan assets 38,819 38,819 32,894 32,894 Financial liabilities: Long-term debt: Amended Credit Agreement and Term Loan Credit Facility 600,000 600,000 600,000 600,000 Senior Notes 6,875,000 6,827,950 6,075,000 5,816,919 28 Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis As discussed in Note 1, during the three and nine months ended September 30, 2024, the Company amended the Tropicana Las Vegas Lease due to a change in rent terms resulting from funding certain demolition costs at the site for Bally's. The lease was reassessed from an accounting perspective which resulted in the amended lease being accounted for as a sales type lease whereas previously it had been treated as an operating lease. The sales type lease was recorded at the estimated fair value of the land at the reassessment date based on a third party valuation report. This report utilized a combination of comparable land sales for its market based valuation approach as well as rent multiple capitalization rates for its income valuation approach to determine an estimated fair value which resulted in a $3.8 million gain. There were no other assets or liabilities measured at fair value on a nonrecurring basis during the nine months ended September 30, 2024 and 2023. 9. Commitments and Contingencies Litigation The Company is subject to various legal and administrative proceedings relating to personal injuries, employment matters, commercial transactions, and other matters arising in the normal course of business. The Company does not believe that the final outcome of these matters will have a material adverse effect on the Company’s consolidated financial position or results of operations. These matters are subject to indemnification and defense obligations by our tenants. The Company maintains what it believes is adequate insurance coverage to further mitigate the risks of such proceedings. However, such proceedings can be costly, time consuming, and unpredictable and, therefore, no assurance can be given that the final outcome of such proceedings may not materially impact the Company’s financial condition, results of operations or liquidity. Further, no assurance can be given that the amount or scope of existing insurance coverage will be sufficient to cover losses arising from such matters. Funding commitments The Company has agreed to a funding mechanism to support PENN's pursuit of relocation and development opportunities at several of the properties included in the PENN 2023 Master Lease. The Company agreed to fund up to $ 225 million for the relocation of PENN's Hollywood 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 funding commitment expires on January 1, 2026. See Note 1 for a discussion on the potential future funding commitments the Company may have in connection with the possible future transaction with Bally's and the Athletics at the Tropicana Site. Additionally, the Company has agreed to fund construction hard costs for Bally's Chicago of up to $ 940.0 million at an 8.5 % initial cash yield. As discussed in Note 1, the Company has also committed to provide up to $ 110 million (of which $ 13.7 million was funded as of September 30, 2024) of development funding via the Ione Loan. Any borrowings under the Ione Loan will be subject to an interest rate of 11 %. 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. The Company has committed to provide up to approximately $ 111 million of funding for the project (of which $ 15 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. The Company 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. Finally, the Company has agreed and anticipates funding certain construction costs of a landside development project at Casino Queen Marquette for an amount not to exceed $ 12.5 million. 29 10. Revenue Recognition Revenues from Real Estate As of September 30, 2024, 14 of the Company’s real estate investment properties were leased to a subsidiary of PENN under the Amended PENN Master Lease, 7 of the Company's real estate investment properties were leased to a subsidiary under the PENN 2023 Master Lease, 12 of the Company's real estate investment properties were leased to a subsidiary of PENN under the Amended Pinnacle Master Lease, 5 of the Company's real estate investment properties were leased to a subsidiary of Caesars under the Third Amended and Restated Caesars Master Lease, 3 of the Company's real estate investment properties were leased to a subsidiary of Boyd under the Boyd Master Lease, 8 of the Company's real estate investment properties were leased to a subsidiary of Bally's under the Bally's Master Lease, 2 of the Company's real estate investment properties were leased to a subsidiary of Cordish under the Pennsylvania Live! Master Lease, 4 of the Company's real estate properties were leased to a subsidiary of Casino Queen under the Third Amended and Restated Casino Queen Master Lease and 3 of the Company's real estate investment properties were leased to subsidiaries of Strategic under the Strategic Gaming Leases. Additionally, the land under PENN's Hollywood Casino Morgantown is subject to the Morgantown Lease and the land under the Bally's Chicago development project is subject to the Bally's Chicago Land Lease. Finally, the Company has single property triple net leases with Caesars under the Horseshoe St. Louis Lease, Boyd under the Belterra Park Lease, Cordish under the Maryland Live! Lease, Bally's under the Tropicana Las Vegas Lease, American Racing under the Tioga Downs Lease, and 815 Entertainment under the Rockford Lease. Guarantees The obligations under the Amended PENN Master Lease, the PENN 2023 Master Lease and Amended Pinnacle Master Lease, as well as the Morgantown Lease, are guaranteed by PENN and, with respect to each lease, jointly and severally by PENN's subsidiaries that occupy and operate the facilities covered by such lease. Similarly, the obligations under the Third Amended and Restated Caesars Master Lease, the Horseshoe St. Louis Lease, the Third Amended and Restated Casino Queen Master Lease, the Bally's Master Lease, the Bally's Chicago Land Lease, the Strategic Gaming Leases and the Tioga Downs Lease are each jointly and severally guaranteed by the applicable parent company and subsidiaries that occupy and operate the leased facilities. The obligations under the Boyd Master Lease are jointly and severally guaranteed by Boyd's subsidiaries that occupy and operate the facilities leased under the Boyd Master Lease. The obligations under the Maryland Live! Lease, the Pennsylvania Live! Master Lease, the Belterra Park Lease and the Rockford Lease are jointly and severally guaranteed by the subsidiaries that occupy and operate the facilities. Rent Rent under the PENN 2023 Master Lease is fixed with annual escalations on the entirety of rent increasing by 1.5% annually on November 1. The rent structure under the Amended PENN Master Lease includes a fixed component, a portion of which is subject to an annual 2 % escalator if certain rent coverage ratio thresholds are met, and a component that is based on the revenues of the facilities, which is prospectively adjusted, subject to certain floors (namely the Hollywood Casino at Penn National Race Course property due to PENN's opening of a competing facility) every five years to an amount equal to 4 % of the average net revenues of all facilities under the Amended PENN Master Lease during the preceding five years in excess of a contractual baseline. Similar to the Amended PENN Master Lease, the Amended Pinnacle Master Lease also includes a fixed component, a portion of which is subject to an annual 2 % escalator if certain rent coverage ratio thresholds are met and a component that is based on the performance of the facilities, which is prospectively adjusted subject to certain floors (namely the Bossier City Boomtown property due to PENN's acquisition of a competing facility, Margaritaville Resort Casino), every two years to an amount equal to 4 % of the average net revenues of all facilities under the Amended Pinnacle Master Lease during the preceding two years in excess of a contractual baseline. On December 18, 2020 and November 13, 2023, amendments became effective to the Amended and Restated Caesars Master Lease and Second Amended and Restated Master Lease, respectively, as described more fully in Note 1. These modifications were each accounted for as a new lease which the Company concluded continued to meet the criteria for operating lease treatment. As a result, the existing deferred revenue at the time of the amendments are being recognized over the Amended and Restated Caesars Master Lease's new initial lease term, which expires in September 2038. The Company concluded the renewal options of up to an additional 20 years at the tenant's option are not reasonably certain of being exercised as failure to renew would not result in a significant penalty to the tenant. In the fifth and sixth lease years the building base rent escalates at 1.25 %. In the seventh and eighth lease years it escalates at 1.75 % and then escalates at 2 % in the ninth lease year 30 and each lease year thereafter. In addition, the guaranteed fixed escalations in the new initial lease term are recognized on a straight-line basis. The Boyd Master Lease includes a fixed component, a portion of which is subject to an annual 2 % escalator if certain rent coverage ratio thresholds are met, and a component that is based on the performance of the facilities, which is adjusted every two years to an amount equal to 4 % of the average annual net revenues of all facilities under the Boyd Master Lease during the preceding two years in excess of a contractual baseline. In May 2020, the Company acquired the real estate of Belterra Park in satisfaction of the Belterra Park Loan, subject to 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, 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. On September 29, 2020, the Company acquired the real estate of Horseshoe St. Louis in satisfaction of the CZR loan, subject to the Horseshoe St. Louis Lease, the initial term of which expires on October 31, 2033, with 4 separate renewal options of five years each, exercisable at the tenant's option. The Horseshoe St. Louis Lease's rent terms were adjusted on December 1, 2021 such that the annual escalator is now fixed at 1.25 % for the second through fifth lease years, increasing to 1.75 % for the sixth and seventh lease years and thereafter increasing by 2.0 % for the remainder of the lease. The Morgantown Lease became effective on October 1, 2020 whereby the Company is leasing the land under PENN's gaming facility and the initial rent on the opening date and on each anniversary thereafter for each of the following three lease years shall be increased by 1.5 % annually (on a prorated basis for the remainder of the lease year in which the gaming facility opens), and commencing on the fourth anniversary of the opening date and for each anniversary thereafter, (a) if the CPI increase is at least 0.5 % for any lease year, the rent for such lease year shall increase by 1.25 % of rent as of the immediately preceding lease year, and (b) if the CPI increase is less than 0.5 % for such lease year, then the rent shall not increase for such lease year. Hollywood Casino Morgantown opened on December 22, 2021. Rent under the Third Amended and Restated Casino Queen Master Lease increases annually by 0.5 % for lease years two through six. 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 %, 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 was adjusted to reflect a yield of 8.25 % on GLPI's project costs of $77 million. The Company also acquired the land and certain improvements at Casino Queen Marquette for $ 32.72 million as of September 6, 2023. The annual rent was increased by $ 2.7 million for this acquisition. Additionally, the Company anticipates funding certain construction costs for an amount not to exceed $ 12.5 million, for a landside development project at Casino Queen Marquette. The Bally's Master Lease became effective on June 3, 2021 and rent is subject to contractual escalations based on the CPI, with a 1 % floor and a 2 % ceiling, subject to the CPI meeting a 0.5 % threshold. The Company completed the acquisitions of the real estate assets of Bally's Biloxi and Bally's Tiverton on January 3, 2023 and Bally's Black Hawk and Bally's Quad Cities on April 1, 2022. The existing Bally's Master Lease was amended to add these properties with annual rent increases subject to the escalation clauses described above. As previously discussed the Company assumed the ground lease for the Chicago land for approximately $ 250 million and entered into the Bally's Chicago Land Lease. The lease is cross-defaulted with the construction development funding agreement. Upon completion of the improvements and acquisition of the land, GLPI expects to own substantially all of the real estate land and funded 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 complete and ready for its intended use. Income deferred on the project is recorded in construction in progress and totaled $1.1 million for the three and nine months ended September 30, 2024, respectively. On December 29, 2021, the Maryland Live! Lease with Cordish became effective, with annual rent increasing by 1.75 % upon the second anniversary of the lease commencement. The Pennsylvania Live! Master Lease with Cordish became effective March 1, 2022 with annual rent increasing by 1.75 % upon the second anniversary of the lease commencement. These leases were accounted for as an Investment in leases, financing receivables. See Note 3 for the further information including the future annual cash payments to be received under these leases. 31 On September 26, 2022, the Tropicana Las Vegas Lease became effective. Commencing on the first anniversary and on each anniversary thereafter, if the CPI increase is at least 0.5 % for any lease year, the rent shall increase by the greater of 1 % of the rent in effect for the preceding lease year and the CPI increase, capped at 2 %. If the CPI increase is less than 0.5 % for such lease year, then the rent shall not increase for such lease year. As discussed in Note 1, in late August 2024, the Tropicana Las Vegas Lease was reconsidered due to a change in rent terms which resulted in the lease being accounted for as a sales type lease. On August 29, 2023, the Company acquired the land associated with a development project in Rockford, IL. Simultaneously with the land acquisition, the Company entered into the Rockford Lease which has a 99 -year term and initial annual rent is subject to fixed 2 % annual escalation beginning with the lease's first anniversary and for the entirety of its term. On February 6, 2024, the Company announced it had acquired the real estate assets of Tioga Downs. Simultaneously with the acquisition, The Company entered into the Tioga Downs Lease which has an initial lease term of 30 years and initial annual rent that is subject to annual fixed escalations of 1.75 % beginning with the first anniversary which increases to 2 % beginning in year fifteen of the lease through the remainder of its initial term. On May 16, 2024, the Company acquired the real estate assets of Silverado, DMG, and Baldini's. Simultaneous with the acquisition, the Company and affiliates of Strategic entered into the Strategic Gaming Leases. The rent is subject to a fixed 2.0 % annual escalation beginning in year three of the lease and a CPI-based annual escalation beginning in year 11 of the lease, at the greater of 2 % or CPI capped at 2.5 %. Furthermore, certain of the Company's leases with percentage rent provide for a floor on the percentage rent described above, should the Company's tenants acquire or commence operating a competing facility within a restricted area (typically 60 miles from a property under the existing master lease with such tenant). These clauses provide landlord protections by basing the percentage rent floor for any affected facility on the net revenues of such facility for the calendar year immediately preceding the year in which the competing facility is acquired or first operated by the tenant. A percentage rent floor was triggered on the Amended Pinnacle Master Lease on the Bossier City Boomtown property due to PENN's acquisition of Margaritaville Resort Casino. Additionally, a percentage rent floor on the Amended PENN Master Lease was triggered on the Hollywood Casino at Penn National Race Course in connection with PENN opening a facility in York, Pennsylvania which went into effect at the November 1, 2023 reset. Costs In addition to rent, as triple-net lessees, all of the Company's tenants are required to pay the following executory costs: (1) all facility maintenance, (2) all insurance required in connection with the leased properties and the business conducted on the leased properties, including coverage of the landlord's interests, (3) taxes levied on or with respect to the leased properties (other than taxes on the income of the lessor) and (4) all utilities and other services necessary or appropriate for the leased properties and the business conducted on the leased properties. Lease terms Under ASC 842, the Company is required at lease inception (and if applicable at a lease reassessment date) to determine the term of the lease. This requires concluding whether it is reasonably assured that our tenants will exercise their renewal options contained within the lease. The initial lease term is a key judgment that is utilized in the lease classification test to determine whether the lease is an operating lease, sales type lease or direct financing lease. The Company currently has not included tenant renewal options in its determination of the initial lease term. The Company assesses whether to include tenant renewal options in its calculation of the lease term based on several factors, including but not limited to, whether its tenants' leases represent substantially all of the tenants' earnings and revenues, the ability of its tenants to sell their leased operations for fair value and whether the initial term of its leases is for a significant period of time. Since the formation of the Company on November 1, 2013, the Company has amended or reassessed seven of its current leases. All of these reassessments were the result of significant lease amendments and were completed during the initial lease terms and prior to any renewal options. Additionally, Pinnacle sold its operations to PENN for fair value whose underlying real estate for the casino operations were leased from the Company. 32 Details of the Company's income from real estate for the three and nine months ended September 30, 2024 was as follows (in thousands): Three Months Ended September 30, 2024 Nine Months Ended September 30, 2024 Building base rent $ 288,667 $ 857,963 Land base rent 44,903 131,676 Percentage rent and other rental revenue 18,080 52,258 Interest income on real estate loans 3,354 6,268 Total cash income $ 355,004 $ 1,048,165 Straight-line rent adjustments 14,682 46,262 Ground rent in revenue 8,562 25,751 Accretion on financing receivables 7,093 21,753 Total income from real estate $ 385,341 $ 1,141,931 As of September 30, 2024, the future minimum rental income from the Company's rental properties under non-cancelable operating leases, including any reasonably assured renewal periods, was as follows (in thousands): Year ending December 31, Future Rental Payments Receivable Straight-Line Rent Adjustments (1) Future Base Ground Rents Receivable Future Income to be Recognized Related to Operating Leases 2024 (remainder of year) $ 309,164 $ 14,840 $ 3,252 $ 327,256 2025 1,239,237 57,056 13,007 1,309,300 2026 1,148,088 49,757 12,180 1,210,025 2027 1,105,535 42,967 11,302 1,159,804 2028 1,107,680 36,078 11,184 1,154,942 Thereafter 5,439,992 33,145 56,127 5,529,264 Total $ 10,349,696 $ 233,843 $ 107,052 $ 10,690,591 (1) Includes tenant improvement allowance that is being amortized over the life of a tenant lease as well as deferred income on the Bally's Chicago Land Lease. The table above presents the cash rent the Company expects to receive from its tenants, including adjustments to recognize this rent on a straight-line basis over the lease term. The Company also includes the future non-cash revenue it expects to recognize from the fixed portion of tenant paid ground leases in the table above. See Note 3 for the future contractual cash receipts to be received by the Company under its Investment in leases, financing receivables, net. The table above excludes contractual rent payments under the Bally's Chicago Land Lease since the project is under development. The Company may periodically loan funds to casino operators for the purchase or development of real estate. Interest income related to real estate loans is recorded as income from real estate within the Company's consolidated statements of income in the period earned. See Note 5 for further details. 11. Earnings Per Share The Company calculates earnings per share ("EPS") in accordance with ASC 260 - Earnings per Share ("ASC 260" ) . Basic EPS is computed by dividing net income applicable to common stock by the weighted-average number of common shares outstanding during the period, excluding net income attributable to participating securities (unvested restricted stock awards). Diluted EPS reflects the additional dilution for all potentially-dilutive securities such as stock options, unvested restricted shares, unvested performance-based restricted shares and the dilutive effect of the Company's forward sale agreements as described in Note 12. The effect of the conversion of the OP Units to common shares is excluded from the computation of basic and diluted earnings per share because all net income attributable to the non-controlling interest holders are recorded as income attributable to non-controlling interests and thus is excluded from net income available to common shareholders. In accordance with ASC 260, the Company includes all performance-based restricted shares that would have vested based upon the 33 Company’s performance at quarter-end in the calculation of diluted EPS. Diluted EPS for the Company's common stock is computed using the more dilutive of the two-class method or the treasury stock method. The following table reconciles the weighted-average common shares outstanding used in the calculation of basic EPS to the weighted-average common shares outstanding used in the calculation of diluted EPS for the three and nine months ended September 30, 2024 and 2023: Three Months Ended September 30, Nine Months Ended September 30, 2024 2023 2024 2023 (in thousands) Determination of shares: Weighted-average common shares outstanding 273,788 263,238 272,265 262,512 Assumed conversion of restricted stock awards 184 169 144 148 Assumed conversion of performance-based restricted stock awards 482 800 437 765 Dilution attributable to equity forward contract 344 — 5 — Diluted weighted-average common shares outstanding 274,798 264,207 272,851 263,425 The following table presents the calculation of basic and diluted EPS for the Company’s common stock for the three and nine months ended September 30, 2024 and 2023: Three Months Ended September 30, Nine Months Ended September 30, 2024 2023 2024 2023 (in thousands, except per share data) Calculation of basic EPS: Net income attributable to common shareholders $ 184,694 $ 184,010 $ 567,408 $ 522,991 Less: Net income allocated to participating securities ( 124 ) ( 117 ) ( 300 ) ( 294 ) Net income for earnings per share purposes $ 184,570 $ 183,893 $ 567,108 $ 522,697 Weighted-average common shares outstanding 273,788 263,238 272,265 262,512 Basic EPS $ 0.67 $ 0.70 $ 2.08 $ 1.99 Calculation of diluted EPS: Net income attributable to common shareholders $ 184,694 $ 184,010 $ 567,408 $ 522,991 Diluted weighted-average common shares outstanding 274,798 264,207 272,851 263,425 Diluted EPS $ 0.67 $ 0.70 $ 2.08 $ 1.99 Antidilutive securities excluded from the computation of diluted earnings per share 33 55 93 69 34 12. Equity Common stock On December 21, 2022, the Company commenced a continuous equity offering under which the Company may sell up to an aggregate of $ 1.0 billion of its common stock from time to time through a sales agent in "at the market" offerings (the "2022 ATM Program"). Actual sales will depend on a variety of factors, including market conditions, the trading price of the Company's common stock and determinations of the appropriate sources of funding. The Company may sell the shares in amounts and at times to be determined by the Company, but has no obligation to sell any of the shares in the 2022 ATM Program. The 2022 ATM Program also allows the Company to enter into forward sale agreements. In no event will the aggregate number of shares sold under the 2022 ATM Program (whether under any forward sale agreement or through a sales agent), have an aggregate sales price in excess of $ 1.0 billion. The Company expects, that if it enters into a forward sale contract, to physically settle each forward sale agreement with the forward purchaser on one or more dates specified by the Company prior to the maturity date of that particular forward sale agreement, in which case the aggregate net cash proceeds at settlement will equal the number of shares underlying the particular forward sale agreement multiplied by the relevant forward sale price. However, the Company may also elect to cash settle or net share settle a particular forward sale agreement, in which case cash proceeds may or may not be received or cash may be owed to the forward purchaser. In connection with the 2022 ATM Program, the Company engaged a sales agent who may receive compensation of up to 2 % of the gross sales price of the shares sold. Similarly, in the event the Company enters into a forward sale agreement, it will pay the relevant forward seller a commission of up to 2 % of the sales price of all borrowed shares of common stock sold during the applicable selling period of the forward sale agreement. During the nine months ended September 30, 2024, the Company sold 3.1 million shares of its common stock under the 2022 ATM Program which raised net proceeds of $ 148.2 million. During the third quarter and subsequent to September 30, 2024, the Company entered into forward sale agreements to sell 8,170,387 shares for a net sales price of $409.3 million. No amounts have been or will be recorded on the Company's balance sheet with respect to these forward sale agreements until settlement. Reflecting the impact of these forward sale agreements, the Company has $ 34.2 million remaining for issuance under the 2022 ATM Program. The forward sale agreements require the Company to, at its election prior to one year from the commencement of each forward sale agreement, physically settle the transactions by issuing shares of its common stock to the forward counterparty in exchange for net proceeds at the then applicable forward sale price specified by the forward sale agreements. The forward sale price is subject to adjustment on a daily basis based on a floating interest rate factor and will decrease by other specified fixed amounts. Until settlement of the forward sale agreements, earnings per share dilution resulting from the forward sale agreements will be determined under the treasury stock method. Share dilution occurs when the average market price of the Company's common stock is higher than the average forward sales price (which is reduced by the maximum specified fixed amounts in the contracts). 35 Non-controlling interests As partial consideration for the closing of various real property assets over the past few years, the Company's operating partnership has issued OP Units. The OP Units are exchangeable for common shares of the Company on a one-for-one basis, subject to certain terms and conditions. As partial consideration for the closing of the real property assets under the Tioga Downs Lease that occurred on February 6, 2024, the Company’s operating partnership issued 434,304 newly-issued OP units to an affiliate of Tioga Downs which were valued at $ 19.6 million. As of September 30, 2024, the Company holds a 97.2 % controlling financial interest in the operating partnership. The operating partnership is a VIE in which the Company is the primary beneficiary because it has the power to direct the activities of the VIE that most significantly impact the partnership's economic performance and has the obligation to absorb losses of the VIE that could be potentially significant to the VIE and the right to receive benefits from the VIE that could potentially be significant to the VIE. Therefore, the Company consolidates the accounts of the operating partnership, and reflects the third party ownership in this entity as a non-controlling interest in the Condensed Consolidated Balance Sheets. The Company paid $ 6.1 million and $ 18.4 million in distributions to the non-controlling interest holders concurrently with the dividends paid to the Company's common shareholders, during the three and nine month periods ended September 30, 2024, respectively. The Company paid $ 5.6 million and $ 18.5 million in distributions to the non-controlling interest holders concurrently with the dividends paid to the Company's common shareholders, during the three and nine month periods ended September 30, 2023, respectively. Dividends The following table lists the dividends declared and paid by the Company during the nine months ended September 30, 2024 and 2023: Declaration Date Shareholder Record Date Securities Class Dividend Per Share Period Covered Distribution Date Dividend Amount (in thousands) 2024 February 26, 2024 March 15, 2024 Common Stock $ 0.76 First Quarter 2024 March 29, 2024 $ 206,340 May 20, 2024 June 7, 2024 Common Stock $ 0.76 Second Quarter 2024 June 21, 2024 $ 206,340 August 28, 2024 September 13, 2024 Common Stock $ 0.76 Third Quarter 2024 September 27, 2024 $ 208,538 2023 February 22, 2023 March 10, 2023 Common Stock $ 0.72 First Quarter 2023 March 24, 2023 $ 188,896 February 22, 2023 March 10, 2023 Common Stock $ 0.25 First Quarter 2023 March 24, 2023 $ 65,588 June 1, 2023 June 16, 2023 Common Stock $ 0.72 Second Quarter 2023 June 30, 2023 $ 189,095 August 30, 2023 September 15, 2023 Common Stock $ 0.73 Third Quarter 2023 September 29, 2023 $ 192,085 In addition, for the three and nine months ended September 30, 2024 dividend payments were made to GLPI restricted stock award holders in the amount of $0.2 million and $0.7 million, respectively. In addition, for the three and nine months ended September 30, 2023, dividend payments were made to GLPI restricted stock award holders in the amount of $0.2 million and $0.7 million, respectively. On February 22, 2023, the Company declared a first quarter dividend of $ 0.72 per share in addition to a special earnings and profit dividend related to the sale of the Tropicana Las Vegas building of $ 0.25 per share on the Company's common stock. 36 13. Stock-Based Compensation The Company accounts for stock compensation under ASC 718 - Compensation - Stock Compensation, which requires the Company to expense the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award. This expense is recognized ratably over the requisite service period following the date of grant. The fair value of the Company's time-based restricted stock awards is equivalent to the closing stock price on the day prior to grant. The Company utilizes a third party valuation firm to measure the fair value of performance-based restricted stock awards at grant date using the Monte Carlo model. As of September 30, 2024, there was $ 5.8 million of total unrecognized compensation cost for restricted stock awards that will be recognized over the grants' remaining weighted average vesting period of 1.71 years. For the three and nine months ended September 30, 2024, the Company recognized $ 1.5 million and $ 7.3 million of compensation expense associated with these awards, compared to $ 1.5 million and $ 7.2 million for the three and nine months ended September 30, 2023, within general and administrative expenses on the condensed consolidated statements of income. The following table contains information on restricted stock award activity for the nine months ended September 30, 2024: Number of Award Shares Outstanding at December 31, 2023 269,929 Granted 263,328 Released ( 216,818 ) Outstanding at September 30, 2024 316,439 Performance-based restricted stock awards have a three-year cliff vesting with the amount of restricted shares vesting at the end of the three-year period determined based upon the Company’s performance as measured against its peers. More specifically, the percentage of shares vesting at the end of the measurement period will be based on the Company’s three-year total shareholder return measured against the three-year total shareholder return of the companies included in the MSCI US REIT index and the Company's stock performance ranking among a group of triple-net REIT peer companies. As of September 30, 2024, there was $ 19.6 million of total unrecognized compensation cost, which will be recognized over the performance-based restricted stock awards' remaining weighted average vesting period of 1.77 years. For the three and nine months ended September 30, 2024, the Company recognized $ 3.9 million and $ 11.7 million of compensation expense associated with these awards within general and administrative expenses on the condensed consolidated statements of income compared to $ 3.7 million and $ 10.8 million for the corresponding periods in the prior year. The following table contains information on performance-based restricted stock award activity for the nine months ended September 30, 2024: Number of Performance-Based Award Shares Outstanding at December 31, 2023 1,492,000 Granted 523,000 Released ( 478,000 ) Outstanding at September 30, 2024 1,537,000 37 14. Supplemental Disclosures of Cash Flow Information and Noncash Activities Supplemental disclosures of cash flow information are as follows: Three Months Ended September 30, Nine Months Ended September 30, 2024 2023 2024 2023 (in thousands) Cash paid for income taxes, net of refunds received $ 590 $ 448 $ 2,989 $ 1,427 Cash paid for interest $ 79,382 $ 79,126 $ 247,008 $ 235,214 Noncash Investing and Financing Activities In connection with the rental term changes on the Tropicana Las Vegas Lease during the three months ended September 30, 2024, the Company reclassified this lease from an operating lease to a sales type lease which resulted in a non-cash gain of $3.8 million which represented the fair value of the land at the reassessment date in excess of the carrying value of the land and the additional funding under the lease of $274.7 million. On May 16, 2024, the Company recorded a non-cash increase to Investment in leases, financing receivables and Financing lease liabilities of $6.1 million associated with the acquisition of certain real estate assets of Strategic. See Note 15 for further details. On February 6, 2024, as partial consideration for the closing of the real property assets under the Tioga Downs Lease, the Company’s operating partnership issued 434,304 newly-issued OP units to an affiliate of Tioga Downs which were valued at $ 19.6 million for accounting purposes at closing and assumed debt of $ 63.5 million that was repaid after closing with the offsetting increase to Investment in leases, financing receivables, net. On January 3, 2023, as part of the consideration for the land and real estate assets of Bally's Biloxi and Bally's Tiverton, the Company issued 286,643 OP Units to affiliates of Bally's that were valued at $ 14.9 million for accounting purposes at closing. The Company also recognized a right of use asset and liability of $37.1 million on a ground lease which was subsequently remeasured due to a renegotiation and reduced the right of use asset and lease liability to $18.4 million for the year ended December 31, 2023. 15. Acquisitions The Company accounts for its acquisitions of real estate assets as asset acquisitions under ASC 805 - Business Combinations . Under asset acquisition accounting, incremental transaction costs incurred to acquire the purchased assets are also included as part of the asset cost. Current year acquisitions On September 11, 2024, the Company completed its previously announced $ 250 million acquisition of the land on which Bally's permanent casino in Chicago, Illinois will be constructed. The Company will also fund construction costs of up to $ 940.0 million for certain real property improvements of the casino. Rental income being received on the land is being deferred and will be recognized once the development project is substantially complete and ready for its intended use. On May 16, 2024, the Company acquired the real estate assets of Silverado, DMG, and Baldini's for $ 105 million, plus an additional $ 5 million that was funded at closing to reimburse the tenant for capital improvements. Simultaneous with the acquisition, the Company and affiliates of Strategic entered into two cross-defaulted triple-net lease agreements, each for an initial 25 -year term with two ten-year renewal periods. The transaction was accounted for as a failed sale leaseback and the purchase price allocation of these assets and liabilities based on their respective fair values at the acquisition date are summarized below (in thousands). Investment in leases, financing receivables 116,217 Financing lease liabilities ( 6,054 ) Total purchase price 110,163 38 On February 6, 2024, the Company acquired the real estate assets of Tioga Downs, in Nichols, NY from American Racing for $ 175.0 million which comprised of cash, assumed debt that was repaid after closing, and OP Units. Simultaneously with the acquisition, the Company entered into the Tioga Downs Lease. The transaction was accounted for as a failed sale leaseback and as such the purchase price, along with incremental transaction costs, was allocated to Investment in leases, financing receivables in the amount of $176.4 million. Prior year acquisitions On January 3, 2023, the Company closed its previously announced acquisition from Bally's of the real estate assets of Bally's Biloxi and Bally's Tiverton. The properties were added to the Bally's Master Lease and annual rent was increased by $ 48.5 million. The purchase price allocation of these assets based on their fair values at the acquisition date are summarized below (in thousands). Land and improvements $ 321,155 Building and improvements 306,100 Total purchase price $ 627,255 At closing, the Company was credited its previously funded $ 200 million deposit that was recorded in other assets at December 31, 2022 as well as a $9.0 million transaction fee that was recorded against the purchase price. The Company continues to have the option, subject to receipt by Bally's of required consents, to acquire the real property assets of Bally's Lincoln prior to December 31, 2026 for a purchase price of $ 771.0 million (subsequently updated to $ 735 million as discussed in Note 16) and additional annual rent of $ 58.8 million. On August 29, 2023, the Company acquired the land associated with a development project in Rockford, IL, from an affiliate of 815 Entertainment. Simultaneously with the land acquisition, the Company entered into the Rockford Lease. The transaction was accounted for as a failed sale leaseback and as such the purchase price was allocated to Investment in leases, financing receivables in the amount of $100.2 million. On September 6, 2023, the Company acquired the land and certain improvements at Casino Queen Marquette for $ 32.7 million. The property was added to the Casino Queen Master Lease and annual rent was increased by $ 2.7 million. The purchase price allocation of these assets based on their fair values at the acquisition date are summarized below (in thousands). Land and improvements $ 32,032 Building and improvements 690 Total purchase price $ 32,722 39