Item 2. Management’s Discussion and Analysis
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis of the financial position and operating results of Gaming and Leisure Properties, Inc. for the three and nine months ended September 30, 2025 should be read in conjunction with the Financial Statements and related notes thereto and other financial information contained elsewhere in this Quarterly Report on Form 10-Q and the audited consolidated financial statements and related notes for the year ended December 31, 2024. All defined terms included herein have the same meaning as those set forth in the Notes to the Consolidated Financial Statements contained within this Quarterly Report on Form 10-Q.
Cautionary Note Regarding Forward-Looking Statements
Forward-looking statements in this document are subject to known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements of Gaming and Leisure Properties, Inc. ("GLPI") and its subsidiaries (collectively with GLPI, the "Company") to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Forward-looking statements include information concerning the Company’s business strategy, plans, goals and objectives.
Forward-looking statements in this document include, but are not limited to, statements regarding our ability to grow our portfolio of gaming facilities and financing commitments. In addition, statements preceded by, followed by or that otherwise include the words "believes," "expects," "anticipates," "intends," "projects," "estimates," "plans," "may increase," "may fluctuate," and similar expressions or future or conditional verbs such as "will," "should," "would," "may" and "could" are generally forward-looking in nature and not historical facts. You should understand that the following important factors could affect future results and could cause actual results to differ materially from those expressed in such forward-looking statements:
• our or our partner’s ability to successfully complete construction of various casino projects currently under development for which we have agreed to provide construction development funding, including Bally’s Chicago, and the ability and willingness of our partners to meet and/or perform their respective obligations under the applicable construction financing and/or development documents;
• the impact that higher inflation rates and interest rates and uncertainty with respect to the future state of the economy could have on discretionary consumer spending, including the casino operations of our tenants;
• unforeseen consequences related to United States ("U.S.") government, economic, monetary or trade policies and stimulus packages on inflation rates, interest rates and economic growth;
• the ability of our tenants to maintain the financial strength and liquidity necessary to satisfy their respective obligations and liabilities to third parties, including, without limitation, to satisfy obligations under their existing credit facilities and other indebtedness;
• the availability of and the ability to identify suitable and attractive acquisition and development opportunities and the ability to acquire and lease the respective properties on favorable terms;
• the degree and nature of our competition;
• the ability to receive, or delays in obtaining, the regulatory approvals required to own and/or operate our properties, or other delays or impediments to completing our planned acquisitions or projects;
• the potential of a new pandemic or similar national health crisis, including its effect on the ability or desire of people to gather in large groups (including in casinos), which could impact our financial results, operations, outlooks, plans, goals, growth, cash flows, liquidity, and stock price;
• our ability to maintain our status as a real estate investment trust ("REIT"), given the highly technical and complex Internal Revenue Code (the "Code") provisions for which only limited judicial and administrative authorities exist, where even a technical or inadvertent violation could jeopardize REIT qualification and where requirements may depend in part on the actions of third parties over which the Company has no control or only limited influence;
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• our ability to satisfy certain asset, income, organizational, distribution, shareholder ownership and other requirements on a continuing basis in order for the Company to maintain its REIT status;
• the ability and willingness of our tenants and other third parties to meet and/or perform their obligations under their respective contractual arrangements with us, including lease and note requirements and in some cases, their obligations to indemnify, defend and hold us harmless from and against various claims, litigation and liabilities;
• the ability of our tenants to comply with laws, rules and regulations in the operation of our properties, to deliver high quality services, to attract and retain qualified personnel and to attract customers;
• our ability to generate sufficient cash flows to service and comply with financial covenants under our outstanding indebtedness;
• our ability to access capital through debt and equity markets in amounts and at rates and costs acceptable to GLPI, including for the satisfaction of our funding commitments to the extent drawn by our partners, acquisitions or refinancings due to maturities;
• the ability of our tenants to decline our funding commitments by seeking alternative financing solutions and/or if our tenants do elect to utilize our funding commitments, the amounts drawn and the timing of these draws may be different than what the Company assumed;
• adverse changes in our credit rating;
• the availability of qualified personnel and our ability to retain our key management personnel;
• changes in the U.S. tax law and other federal, state or local laws, whether or not specific to real estate, REITs or the gaming, lodging or hospitality industries;
• changes in accounting standards;
• the impact of weather or climate events or conditions, natural disasters, acts of terrorism and other international hostilities, war (including the current conflict between Russia and Ukraine and conflicts in the Middle East) or political instability;
• the risk that the historical financial statements included herein do not reflect what the business, financial position or results of operations of GLPI may be in the future;
• other risks inherent in the real estate business, including potential liability relating to environmental matters and illiquidity of real estate investments; and
• additional factors as discussed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 (the "Annual Report"), and in our Quarterly Reports on Form 10-Q and Current Reports on Form 8-K as filed with the United States Securities and Exchange Commission.
You should consider the areas of risk described above, as well as those set forth in the "Risk Factors" section in the Company’s Annual Report and this Quarterly Report on Form 10-Q, in connection with considering any forward-looking statements that may be made by the Company generally. Other unknown or unpredictable factors may also cause actual results to differ materially from those projected by the forward-looking statements. Most of these factors are difficult to anticipate and are generally beyond the control of the Company. Except for the ongoing obligations of the Company to disclose material information under the federal securities laws, the Company does not undertake any obligation to release publicly any revisions to any forward-looking statements, to report events or to report the occurrence of unanticipated events unless required to do so by law.
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Company Overview
GLPI is a self-administered and self-managed REIT headquartered in Wyomissing, Pennsylvania. GLPI was incorporated on February 13, 2013, as a wholly-owned subsidiary of PENN. On November 1, 2013, PENN contributed to GLPI, through a series of internal corporate restructurings, substantially all of the assets and liabilities associated with PENN’s real property interests and real estate development business, as well as the assets and liabilities of Hollywood Casino Baton Rouge and Hollywood Casino Perryville and then spun-off GLPI to holders of PENN's common and preferred stock in a tax-free distribution (the "Spin-Off").
Since 2021, the Company has been structured as an umbrella partnership REIT under which substantially all of our business is conducted through GLP Capital, the day-to-day management of which is exclusively controlled by GLPI. GLPI has no material assets other than its investment in GLP Capital. GLPI issues equity from time to time and is obligated to contribute the net proceeds from those offerings to GLP Capital. As of September 30, 2025, GLPI holds a 97.1% controlling financial interest in the operating partnership.
Business Strategy
We seek to provide an opportunity to invest in the growth opportunities afforded by the gaming industry, with the stability and cash flow opportunities of a REIT. Our primary business consists of acquiring, financing, and owning real estate property to be leased to gaming operators in triple-net lease arrangements. Under these arrangements, in addition to rent, the tenants are required to pay the following executory costs: (1) all facility maintenance, (2) all insurance required in connection with the leased properties and the business conducted on the leased properties, including coverage of the landlord's interests, (3) taxes levied on or with respect to the leased properties (other than taxes on the income of the lessor) and (4) all utilities and other services necessary or appropriate for the leased properties and the business conducted on the leased properties.
Property and lease information
The Company has disclosed the following key terms of its Master Leases and Single Property Leases in the tables below, along with the properties within each lease at September 30, 2025. We believe the following key terms are important for users of our financial statements to understand.
• The Coverage ratio is a defined term in each respective lease agreement with our tenants and represents the ratio of Adjusted EBITDAR to rent expense for the properties contained within each lease. Adjusted EBITDAR is defined in each respective lease but is generally consistent with the Company's definition of Adjusted EBITDA as described in the Results of Operations section of this Management Discussion and Analysis, plus rent expense paid to GLPI.
• Certain leases have a Minimum Escalator Coverage Ratio Governor as disclosed below. Before a rent escalation of up to 2% on the building base rent component of each lease can occur, the minimum coverage ratio for these leases needs to be 1.8 to 1 for the applicable lease year.
• The reported Coverage ratios below with respect to our tenants' rent coverage over the trailing twelve months were provided by our tenants for the most recently available time period. GLPI has not independently verified the accuracy of the tenants' information and therefore makes no representation as to its accuracy. Rent coverage ratios are not reported for ground leases, leases with development projects nor on leases that have been in effect for less than twelve months.
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Master Leases
Penn 2023 Master Lease Amended Penn Master Lease
Operator PENN PENN
Properties Hollywood Casino Aurora Aurora, IL Hollywood Casino Lawrenceburg Lawrenceburg, IN
Hollywood Casino Joliet Joliet, IL Argosy Casino Alton Alton, IL
Hollywood Casino Toledo Toledo, OH Hollywood Casino at Charles Town Races Charles Town, WV
Hollywood Casino Columbus Columbus, OH Hollywood Casino at Penn National Race Course Grantville, PA
M Resort Henderson, NV Hollywood Casino Bangor Bangor, ME
Hollywood Casino at the Meadows Washington, PA Zia Park Casino Hobbs, NM
Hollywood Casino Perryville Perryville, MD Hollywood Casino Gulf Coast Bay St. Louis, MS
Argosy Casino Riverside Riverside, MO
Hollywood Casino Tunica Tunica, MS
Boomtown Biloxi Biloxi, MS
Hollywood Casino St. Louis Maryland Heights, MO
Hollywood Gaming Casino at Dayton Raceway Dayton, OH
Hollywood Gaming Casino at Mahoning Valley Race Track Youngstown, OH
1st Jackpot Casino Tunica, MS
Commencement Date 1/1/2023 11/1/2013
Lease Expiration Date 10/31/2033 10/31/2033
Remaining Renewal Terms 15 (3x5 years) 15 (3x5 years)
Corporate Guarantee Yes Yes
Master Lease with Cross Collateralization Yes Yes
Technical Default Landlord Protection Yes Yes
Default Adjusted Revenue to Rent Coverage 1.1 1.1
Competitive Radius Landlord Protection Yes Yes
Escalator Details
Yearly Base Rent Escalator Maximum 1.5% (1) 2 %
Coverage ratio at June 30, 2025 1.88 2.13
Minimum Escalator Coverage Governor N/A 1.8
Yearly Anniversary for Realization November November
Percentage Rent Reset Details
Reset Frequency N/A 5 years
Next Reset N/A Nov-28
(1) In addition to the annual escalation, a one-time annualized increase of $1.4 million occurs on November 1, 2027.
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Master Leases
Amended Pinnacle Master Lease Bally's Master Lease
Operator PENN Bally's
Properties Ameristar Black Hawk Black Hawk, CO Bally's Evansville Evansville, IN
Ameristar East Chicago East Chicago, IN Bally's Dover Casino Resort Dover, DE
Ameristar Council Bluffs Council Bluffs, IA Black Hawk (Black Hawk North, West and East casinos) Black Hawk, CO
L'Auberge Baton Rouge Baton Rouge, LA Quad Cities Casino & Hotel Rock Island, IL
Boomtown Bossier City Bossier City, LA Bally's Tiverton Hotel & Casino Tiverton, RI
L'Auberge Lake Charles Lake Charles, LA Hard Rock Casino and Hotel Biloxi Biloxi, MS
Boomtown New Orleans New Orleans, LA
Ameristar Vicksburg Vicksburg, MS
River City Casino & Hotel St. Louis, MO
Jackpot Properties (Cactus Petes and Horseshu) Jackpot, NV
Plainridge Park Casino Plainridge, MA
Commencement Date 4/28/2016 6/3/2021
Lease Expiration Date 4/30/2031 6/2/2036
Remaining Renewal Terms 20 (4x5 years) 20 (4x5 years)
Corporate Guarantee Yes Yes
Master Lease with Cross Collateralization Yes Yes
Technical Default Landlord Protection Yes Yes
Default Adjusted Revenue to Rent Coverage 1.2 1.35 (1)
Competitive Radius Landlord Protection Yes Yes
Escalator Details
Yearly Base Rent Escalator Maximum 2 % (2)
Coverage ratio at June 30, 2025 1.69 (3) 2.00
Minimum Escalator Coverage Governor 1.8 N/A
Yearly Anniversary for Realization May June
Percentage Rent Reset Details
Reset Frequency 2 years N/A
Next Reset May-26 N/A
(1) If the tenant's parent's net leverage is greater than 5.5 to 1, then the adjusted revenue to rent coverage for the last two consecutive test periods must be at least 1.35. If the tenant's parent's net leverage is equal to or less than 5.5 to 1, then the ratio shall be reduced to 1.2.
(2) If the CPI increase is at least 0.5% for any lease year, then the rent shall increase by the greater of 1% of the rent as of the immediately preceding lease year and the CPI increase capped at 2%. If the CPI is less than 0.5% for such lease year, then the rent shall not increase for such lease year.
(3) Coverage ratio for escalation purposes excludes adjusted revenue and rent attributable to the Plainridge Park facility as well as certain other fixed rent amounts.
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Master Leases
Bally's Master Lease II Casino Queen Master Lease
Operator Bally's Bally's
Properties Bally's Kansas City Kansas City, MO Casino Queen Marquette Marquette, IA
Bally's Shreveport Shreveport, LA Belle of Baton Rouge Baton Rouge, LA
Draft Kings at Casino Queen (4) East St. Louis, IL
The Queen Baton Rouge (4) Baton Rouge, LA
Commencement Date 12/16/2024 12/17/2021
Lease Expiration Date 12/15/2039 12/31/2036
Remaining Renewal Terms 20 (4x5 years) 20 (4x5 years)
Corporate Guarantee Yes (5)
Master Lease with Cross Collateralization Yes Yes
Technical Default Landlord Protection Yes Yes
Default Adjusted Revenue to Rent Coverage 1.35 (1) 1.35 (1)
Competitive Radius Landlord Protection Yes Yes
Escalator Details
Yearly Base Rent Escalator Maximum (2) (3)
Coverage ratio at June 30, 2025 2.78 N/A
Minimum Escalator Coverage Governor N/A N/A
Yearly Anniversary for Realization December December
Percentage Rent Reset Details
Reset Frequency N/A N/A
Next Reset N/A N/A
(1) If the tenant's parent's net leverage is greater than 5.5 to 1, then the adjusted revenue to rent coverage for the last two consecutive test periods must be at least 1.35. If the tenant's parent's net leverage is equal to or less than 5.5 to 1, then the ratio shall be reduced to 1.2. For the Casino Queen Master Lease the test begins on the first anniversary after both development projects are completed and open to the public.
(2) If the CPI increase is at least 0.5% for any lease year, then the rent shall increase by the greater of 1% of the rent as of the immediately preceding lease year and the CPI increase capped at 2%. If the CPI is less than 0.5% for such lease year, then the rent shall not increase for such lease year.
(3) Rent increases by 0.5% for the first six years. Beginning in 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 is less than 0.25% then rent will remain unchanged for such lease year.
(4) Effective July 1, 2025, these properties were transferred to Bally's Master II and the associated annual rental income of $28.9 million was reallocated from the Casino Queen Master Lease to Bally's Master Lease II. The Bally's Master Lease II rent coverage ratio has been restated on a proforma basis.
(5) If a default were to occur under the Casino Queen Master Lease, the Company has the right under the terms of the lease to elect to amend Bally’s Master Lease II and place the assets into it, which carries a corporate guarantee.
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Master Leases
Boyd Master Lease Caesars Amended and Restated Master Lease
Operator Boyd Caesars
Properties Belterra Casino Resort Florence, IN Tropicana Atlantic City Atlantic City, NJ
Ameristar Kansas City Kansas City, MO Tropicana Laughlin Laughlin, NV
Ameristar St. Charles St. Charles, MO Trop Casino Greenville Greenville, MS
Isle Casino Hotel Bettendorf Bettendorf, IA
Isle Casino Hotel Waterloo Waterloo, IA
Commencement Date 10/15/2018 10/1/2018
Lease Expiration Date 4/30/2031 9/30/2038
Remaining Renewal Terms 20 (4x5 years) 20 (4x5 years)
Corporate Guarantee No Yes
Master Lease with Cross Collateralization Yes Yes
Technical Default Landlord Protection Yes Yes
Default Adjusted Revenue to Rent Coverage 1.4 1.2
Competitive Radius Landlord Protection Yes Yes
Escalator Details
Yearly Base Rent Escalator Maximum 2 % 1.75 % (1)
Coverage ratio at June 30, 2025 2.46 1.75
Minimum Escalator Coverage Governor 1.8 N/A
Yearly Anniversary for Realization May October
Percentage Rent Reset Details
Reset Frequency 2 years N/A
Next Reset May-26 N/A
(1) Building base rent will be increased by 1.75% in the 7th and 8th lease year and 2% in the 9th lease year and each year thereafter.
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Master Leases
Pennsylvania Live! Master Lease Strategic Gaming Leases (1)
Operator Cordish Strategic
Properties Live! Casino & Hotel Philadelphia Philadelphia, PA Silverado Franklin Hotel & Gaming Complex Deadwood, SD
Live! Casino Pittsburgh Greensburg, PA Deadwood Mountain Grand Casino Deadwood, SD
Baldini's Casino Sparks, NV
Commencement Date 3/1/2022 5/16/2024
Lease Expiration Date 2/28/2061 5/31/2049
Remaining Renewal Terms 21 (1x11 years, 1x10 years) 20 (2x10 years)
Corporate Guarantee No Yes
Master Lease with Cross Collateralization Yes Yes
Technical Default Landlord Protection Yes Yes
Default Adjusted Revenue to Rent Coverage 1.4 1.4 (2)
Competitive Radius Landlord Protection Yes Yes
Escalator Details
Yearly Base Rent Escalator Maximum 1.75 % 2% (2)
Coverage ratio at June 30, 2025 2.50 1.82 (3)
Minimum Escalator Coverage Governor N/A N/A
Yearly Anniversary for Realization March Jun-26
Percentage Rent Reset Details
Reset Frequency N/A N/A
Next Reset N/A N/A
(1) Consists of two leases that are cross collateralized and co-terminus with each other.
(2) The default adjusted revenue to rent coverage declines to 1.25 if the tenant's adjusted revenues total $75 million or more. Annual rent escalates at 2% beginning in year three of the lease and in year 11 escalates based on the greater of 2% or CPI, capped at 2.5%.
(3) Coverage ratio above is proforma for the acquisition of the real estate assets of Sunland Park which closed on October 15, 2025.
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Single Property Leases
Belterra Park Lease Horseshoe St Louis Lease Morgantown Lease MD Live! Lease
Operator Boyd Caesars PENN Cordish
Properties Belterra Park Gaming & Entertainment Center Horseshoe St. Louis Hollywood Casino Morgantown Live! Casino & Hotel Maryland
Cincinnati, OH St. Louis, MO Morgantown, PA Hanover, MD
Commencement Date 10/15/2018 9/29/2020 10/1/2020 12/29/2021
Lease Expiration Date 04/30/2031 10/31/2033 10/31/2040 12/31/2060
Remaining Renewal Terms 20 (4x5 years) 20 (4x5 years) 30 (6x5 years) 21 (1x11 years, 1x10 years)
Corporate Guarantee No Yes Yes No
Technical Default Landlord Protection Yes Yes Yes Yes
Default Adjusted Revenue to Rent Coverage 1.4 1.2 N/A 1.4
Competitive Radius Landlord Protection Yes Yes N/A Yes
Escalator Details
Yearly Base Rent Escalator Maximum 2% 1.25% (1)
1.25% (2)
1.75%
Coverage ratio at June 30, 2025 3.06 1.97 N/A 3.56
Minimum Escalator Coverage Governor 1.8 N/A N/A N/A
Yearly Anniversary for Realization May October December January
Percentage Rent Reset Details
Reset Frequency 2 years N/A N/A N/A
Next Reset May 2026 N/A N/A N/A
(1) For the second through fifth lease years, after which time the annual escalation becomes 1.75% for the 6th and 7th lease years and then 2% for the remaining term of the lease.
(2) 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 if the CPI increase is less than 0.5% for such lease year, then the rent shall not increase for such lease year.
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Single Property Leases
Tropicana Lease Tioga Downs Lease Rockford Lease Chicago Lease
Operator Bally's American Racing and Entertainment (managed by Hard Rock) Bally's
Properties Tropicana Las Vegas Tioga Downs Hard Rock Casino Rockford Bally's Chicago Development
Las Vegas, NV Nichols, NY Rockford, IL Chicago, IL
Commencement Date 9/26/2022 2/6/2024 8/29/2023 7/18/2025
Lease Expiration Date 9/25/2072 2/28/2054 8/31/2122 7/31/2040
Remaining Renewal Terms 49 (1 x 24 years, 1 x 25 years) 32 years and 10 months (2x10 years, 1x12 years and 10 months) None 20 (4 x 5 years)
Corporate Guarantee Yes Yes No Yes
Technical Default Landlord Protection Yes Yes Yes Yes
Default Adjusted Revenue to Rent Coverage 1.35 (1) 1.4 1.4 1.35 (1)
Competitive Radius Landlord Protection Yes Yes Yes Yes
Escalator Details
Yearly Base Rent Escalator Maximum (2) 1.75% (3)
2% (2)
Coverage ratio at June 30, 2025 N/A 1.98 N/A N/A
Minimum Escalator Coverage Governor N/A N/A N/A N/A
Yearly Anniversary for Realization October March September August
Percentage Rent Reset Details
Reset Frequency N/A N/A N/A N/A
Next Reset N/A N/A N/A N/A
(1) Effective July 1, 2025, this ratio has been revised so that if the tenant's parent's net leverage is greater than 5.5 to 1, then the adjusted revenue to rent coverage for the last two consecutive test periods must be at least 1.35. If the tenant's parent's net leverage is equal to or less than 5.5 to 1, then the ratio shall be reduced to 1.2.
(2) If the CPI increase is at least 0.5% for any lease year, then the rent shall increase by the greater of 1% of the rent as of the immediately preceding lease year and the CPI increase capped at 2%. If the CPI is less than 0.5% for such lease year, then the rent shall not increase for such lease year.
(3) Increases by 1.75% beginning with the first anniversary and increases to 2% beginning in year fifteen of the lease through the remainder of the initial lease term.
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Funding commitments
As of September 30, 2025, we have entered into various commitments or call rights to finance/acquire future investments in gaming and related facilities for our tenants. These are detailed in the table below. Our tenants retain the option to decline our financing for certain projects and may seek alternative financing solutions. The inclusion of a commitment in this disclosure does not guarantee that the financing will be utilized by the tenant in circumstances where a tenant has the option. See Note 1 in the Notes to the Condensed Consolidated Financial Statements for further details.
Description Maximum Commitment amount Amount funded at September 30, 2025
Relocation of Hollywood Casino Aurora (1) $225 million None
Relocation of Hollywood Casino Joliet $130 million $130.0 million
Construction of a hotel tower at the M Resort (2) $150 million None
Construction of a hotel at Hollywood Casino Columbus $70 million None
Funding associated with a landside move at Ameristar Casino Council Bluffs (3) None
Potential transaction at the former Tropicana Las Vegas site with Bally's $175 million $48.5 million
Real estate construction costs for Bally's Chicago $940 million None (4)
Funding and oversight of a landside move and hotel renovation at The Belle $111 million $75.6 million
Construction costs for a landside development project at Casino Queen Marquette $16.5 million $5.1 million
Ione Loan to fund a new casino development near Sacramento, California $110 million $39.3 million
Call right to acquire Bally's Lincoln $735 million None
(1) PENN anticipates completing the relocation of its riverboat casino in Aurora to a land based facility in the first half of 2026. The Company anticipates funding $225 million at a 7.75% capitalization rate.
(2) On August 11, 2025, PENN requested $150 million for its M Resort hotel tower project which will be subject to a capitalization rate of 7.79% and is anticipated to be funded in early November 2025.
(3) The Company has agreed to fund, if requested by PENN at their sole discretion, on or before March 31, 2029, construction improvements in an amount not to exceed the greater of (i) the hard costs associated with the project and (ii) $150.0 million.
(4) In October 2025, the Company funded $125.4 million on this development project.
Critical Accounting Estimates
We make certain judgments and use certain estimates and assumptions when applying accounting principles in the preparation of our consolidated financial statements. The nature of the estimates and assumptions are material due to the levels of subjectivity and judgment necessary to account for highly uncertain factors or the susceptibility of such factors to change. We have identified the accounting for leases, investment in leases, financing receivables, net, allowance for credit losses, income taxes, and real estate investments as critical accounting estimates, as they are the most important to our financial statement presentation and require difficult, subjective and complex judgments.
We believe the current assumptions and other considerations used to estimate amounts reflected in our condensed consolidated financial statements are appropriate. However, if actual experience differs from the assumptions and other considerations used in estimating amounts reflected in our consolidated financial statements, the resulting changes could have a material adverse effect on our consolidated results of operations and, in certain situations, could have a material adverse effect on our consolidated financial condition.
For further information on our critical accounting estimates, see Item 7. "Management’s Discussion and Analysis of Financial Condition and Results of Operations" and the Notes to our audited consolidated financial statements included in our most recent Annual Report. There has been no material change to these estimates for the three and nine months ended September 30, 2025.
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Executive Summary
Financial Highlights
We reported total revenues and income from operations of $397.6 million and $337.2 million, respectively, for the three months ended September 30, 2025, compared to $385.3 million and $271.4 million, respectively, for the corresponding period in the prior year. The Company reported total revenues and income from operations of $1,187.7 million and $838.1 million, respectively for the nine months ended September 30, 2025 compared to $1,141.9 million and $822.5 million for the corresponding period in the prior year.
The major factors affecting our results for the three and nine months ended September 30, 2025, as compared to the three and nine months ended September 30, 2024, were as follows:
• Total income from real estate increased by $12.3 million to $397.6 million for the three months ended September 30, 2025 compared to $385.3 million for the corresponding period in the prior year. The primary reason for the increase was from our recent acquisitions which increased cash rental income by $16.5 million. Additionally, the three months ended September 30, 2025 benefited by $4.0 million from escalations on our leases, and higher ground rent revenue of $1.0 million. These items were partially offset by unfavorable straight-line rent adjustments of $9.3 million.
• Total income from real estate increased by $45.8 million to $1,187.7 million for the nine months ended September 30, 2025 compared to $1,141.9 million for the corresponding period in the prior year. The primary reason for the increase was from our recent acquisitions which increased cash rental income by $54.2 million. Additionally, the nine months ended September 30, 2025 benefited by $13.6 million from escalations on our leases, favorable variable rents of $2.2 million and higher ground rent revenue of $2.8 million. These items were partially offset by lower accretion of $1.0 million on its Investment in leases and unfavorable straight-line rent adjustments of $26.0 million.
• Total operating expenses decreased by $53.5 million for the three months ended September 30, 2025 as compared to the corresponding period in the prior year. The primary reason for the decrease was a decline in the provision for credit losses of $65.0 million resulting from a more optimistic forward looking economic forecast at September 30, 2025 compared to what was utilized at June 30, 2025. The provision in the third quarter of 2024 of $27.7 million was due primarily from the initial establishment of a credit loss reserve on the Tropicana Las Vegas Lease as it was reassessed due to a lease reconsideration event and was classified as a sales type lease. The reconsideration event also resulted in a gain of $3.8 million on the reclassification of the lease. The Company also incurred higher land rights and ground lease expense of $2.0 million due to the acquisition of the assets in Bally's Master Lease II. Additionally, general and administrative expenses increased by $3.1 million due primarily from an executive severance charge of $6.3 million related to the Company's former Chief Investment Officer, partially offset by lower stock based compensation costs of $3.9 million due to forfeitures from the executive awards. Finally, the Company incurred higher depreciation expense of $2.7 million due to its recent acquisitions.
• Total operating expenses increased by $30.2 million for the nine months ended September 30, 2025 as compared to the corresponding period in the prior year. The Company incurred an increase in the provision for credit losses of $8.4 million during the nine months ended September 30, 2025. The provision increase was due primarily from a more pessimistic forward looking economic forecast at September 30, 2025 compared to what was utilized for the corresponding period in the prior year which was impacted by the initial establishment of a reserve for the Tropicana Las Vegas Lease as previously mentioned. The Company also incurred higher land rights and ground lease expense of $5.8 million due to the acquisition of the assets in Bally's Master Lease II. Additionally, general and administrative expenses increased by $6.0 million due primarily from an executive severance charge of $6.3 million related to the Company's former Chief Investment Officer, higher deal related and legal costs of $0.9 million, and higher salaries and bonus expense of $0.4 million which was partially offset by lower stock-based compensation expense of $2.4 million due primarily from the forfeiture of awards from the departure of an executive. The Company also incurred higher depreciation of $6.3 million due to its recent acquisitions. Gains from dispositions declined by $3.7 million due to the previously mentioned gain related to the reconsideration event on the Tropicana Las Vegas Lease.
• Other expenses increased by $7.3 million and $24.5 million for the three and nine months ended September 30, 2025. Results for the three month period ended September 30, 2025 were negatively impacted by lower average interest earning balances compared to the prior year which resulted in a $5.2 million reduction in interest income. Results for the current period also included a debt extinguishment charge of $3.8 million for a call premium payment and accelerated amortization of debt issuance costs due to the April 2026 Notes redemption. Results for the nine months ended September 30, 2025 included higher interest expense of $12.2 million associated with the Company's increased borrowings to fund our recent acquisitions and prefunding the redemption for our $850 million, 5.25% senior unsecured note that occurred in March 2025, lower interest income of $8.5 million from a reduction in our average interest earning balances, as well as the previously mentioned debt extinguishment charge.
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• Net income increased by $58.4 million and decreased by $9.0 million for the three and nine months ended September 30, 2025, as compared to the corresponding periods in the prior year, primarily due to the variances explained above.
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Results of Operations
The following are the most important factors and trends that contribute or may contribute to our operating performance:
• We have announced or closed numerous transactions in recent years and expect to continue to grow our portfolio by pursuing opportunities to acquire additional gaming facilities (either existing facilities or new development facilities) to lease to gaming operators under prudent terms.
• Several wholly-owned subsidiaries of PENN lease a substantial number of our properties and account for a significant portion of our revenue.
• The risks related to economic conditions, including volatility in the financial markets, high inflation levels and the effect of such conditions on consumer spending for leisure and gaming activities, which may negatively impact our gaming tenants and operators and the variable rent and certain annual rent escalators we receive from our tenants.
• The ability to refinance our significant levels of debt at attractive terms and obtain favorable funding in connection with future business opportunities.
• The fact that the rules and regulations of U.S. federal income taxation are constantly under review by legislators, the Internal Revenue Service and the U.S. Department of the Treasury. Changes to the tax laws or interpretations thereof, with or without retroactive application, could materially and adversely affect GLPI's investors or GLPI.
The consolidated results of operations for the three and nine months ended September 30, 2025 and 2024 are summarized below:
Three Months Ended September 30, Nine Months Ended September 30,
2025 2024 2025 2024
(in thousands)
Total revenues $ 397,610 $ 385,341 $ 1,187,721 $ 1,141,931
Total operating expenses 60,447 113,897 349,660 319,452
Income from operations 337,163 271,444 838,061 822,479
Total other expenses (88,122) (80,829) (261,392) (236,877)
Income before income taxes 249,041 190,615 576,669 585,602
Income tax expense 560 515 1,669 1,564
Net income $ 248,481 $ 190,100 $ 575,000 $ 584,038
Net income attributable to non-controlling interest in the Operating Partnership (7,290) (5,406) (17,186) (16,630)
Net income attributable to common shareholders $ 241,191 $ 184,694 $ 557,814 $ 567,408
FFO, AFFO and Adjusted EBITDA
Funds From Operations ("FFO"), Adjusted Funds From Operations ("AFFO") and Adjusted EBITDA are non-U.S. generally accepted accounting principles ("GAAP") financial measures used by the Company as performance measures for benchmarking against the Company’s peers and as internal measures of business operating performance, which is used as a bonus metric. These metrics are presented assuming full conversion of limited partnership units to common shares and therefore before the income statement impact of non-controlling interests. The Company believes FFO, AFFO and Adjusted EBITDA provide a meaningful perspective of the underlying operating performance of the Company’s current business. This is especially true since these measures exclude real estate depreciation and we believe that real estate values fluctuate based on market conditions rather than depreciating in value ratably on a straight-line basis over time.
FFO, AFFO and Adjusted EBITDA are non-GAAP financial measures that are considered supplemental measures for the real estate industry and a supplement to GAAP measures. The National Association of Real Estate Investment Trusts defines FFO as net income (computed in accordance with GAAP), excluding (gains) or losses from dispositions of property, net of tax and real estate depreciation. We define AFFO as FFO excluding, as applicable to the particular period, stock based compensation expense; the amortization of debt issuance costs, bond premiums and original issuance discounts; other depreciation; amortization of land rights; accretion on investment in leases, financing receivables; non-cash adjustments to financing lease liabilities; straight-line rent and deferred rent adjustments; losses on debt extinguishment; severance charges, capitalized interest; and provision (benefit) for
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credit losses, net, reduced by capital maintenance expenditures. Finally, we define Adjusted EBITDA as net income excluding, as applicable to the particular period, interest, net; income tax expense; real estate depreciation; other depreciation; (gains) or losses from dispositions of property, net of tax; stock based compensation expense; straight-line rent and deferred rent adjustments; amortization of land rights; accretion on Investment in leases, financing receivables; non-cash adjustments to financing lease liabilities; losses on debt extinguishment; severance charges; and provision (benefit) for credit losses, net.
FFO, AFFO and Adjusted EBITDA are not recognized terms under GAAP. These non-GAAP financial measures: (i) do not represent cash flows from operations as defined by GAAP; (ii) should not be considered as an alternative to net income as a measure of operating performance or to cash flows from operating, investing and financing activities; and (iii) are not alternatives to cash flows as a measure of liquidity. In addition, these measures should not be viewed as an indication of our ability to fund our cash needs, including to make cash distributions to our shareholders, to fund capital improvements, or to make interest payments on our indebtedness. Investors are also cautioned that FFO, AFFO and Adjusted EBITDA, as presented, may not be comparable to similarly titled measures reported by other real estate companies, including REITs, due to the fact that not all real estate companies use the same definitions. Our presentation of these measures does not replace the presentation of our financial results in accordance with GAAP.
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The reconciliation of the Company’s net income per GAAP to FFO, AFFO, and Adjusted EBITDA for the three and nine months ended September 30, 2025 and 2024 is as follows:
Three Months Ended
September 30, Nine Months Ended
September 30,
2025 2024 2025 2024
(in thousands)
Net income $ 248,481 $ 190,100 $ 575,000 $ 584,038
Gains from dispositions of property, net of tax — (3,790) (125) (3,790)
Real estate depreciation 66,985 64,289 200,263 193,943
Funds from operations $ 315,466 $ 250,599 $ 775,138 $ 774,191
Straight-line rent and deferred rent adjustments (5,390) (14,682) (20,235) (46,262)
Other depreciation 488 482 1,457 1,450
Provision (benefit) for credit losses, net (37,363) 27,686 55,611 47,194
Amortization of land rights 4,270 3,276 12,810 9,828
Amortization of debt issuance costs, bond premiums and original issuance discounts
3,425 2,803 9,884 8,172
Stock based compensation 1,551 5,463 16,565 19,010
Losses on debt extinguishment 3,783 — 3,783 —
Severance charges 6,320 — 6,320 —
Accretion on investment in leases, financing receivables (6,991) (7,093) (20,753) (21,753)
Non-cash adjustment to financing lease liabilities 112 112 317 358
Capitalized interest (3,652) (857) (10,668) (857)
Capital maintenance expenditures — 453 (157) (99)
Adjusted funds from operations $ 282,019 $ 268,242 $ 830,072 $ 791,232
Interest, net 83,552 80,047 255,277 234,697
Income tax expense 560 515 1,669 1,564
Capital maintenance expenditures — (453) 157 99
Amortization of debt issuance costs, bond premiums and original issuance discounts
(3,425) (2,803) (9,884) (8,172)
Capitalized interest 3,652 857 10,668 857
Adjusted EBITDA $ 366,358 $ 346,405 $ 1,087,959 $ 1,020,277
Net income, FFO, AFFO and Adjusted EBITDA were $248.5 million, $315.5 million, $282.0 million, and $366.4 million for the three months ended September 30, 2025, respectively. This compares to net income, FFO, AFFO and Adjusted EBITDA of $190.1 million, $250.6 million, $268.2 million and $346.4 million for the corresponding period in the prior year. The increase in net income of $58.4 million was primarily attributable to decreased operating expenses of $53.5 million which was driven by the decrease in provision for credit losses of $65.0 million and by an increase in total revenues of $12.3 million. These increases were partially offset by higher other expenses of $7.3 million.
Net income, FFO, AFFO and Adjusted EBITDA were $575.0 million, $775.1 million, $830.1 million, and $1,088.0 million for the nine months ended September 30, 2025, respectively. This compares to net income, FFO, AFFO and Adjusted EBITDA of $584.0 million, $774.2 million, $791.2 million and $1,020.3 million for the corresponding period in the prior year. The decrease in net income of $9.0 million was primarily attributable to decreased operating expenses of $30.2 million and higher other expenses of $24.5 million driven by higher interest expense to partially finance our acquisitions and lower interest income earned on cash and investments partially offset by an increase in total revenues of $45.8 million.
The decrease in FFO for the nine months ended September 30, 2025 was due to the items described above, excluding gains from dispositions of property and real estate depreciation. The increases in AFFO and Adjusted EBITDA were due to the items described above, as well as the adjustments mentioned in the tables above.
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Revenues
Revenues for the three and nine months ended September 30, 2025 and 2024 were as follows (in thousands):
Three Months Ended September 30, Percentage
2025 2024 Variance Variance
Rental income $ 341,755 $ 333,244 $ 8,511 2.6 %
Income from investment in leases, financing receivables 48,066 47,503 563 1.2 %
Income from sales type leases 3,767 1,240 2,527 203.8 %
Interest income from real estate loans 4,022 3,354 668 19.9 %
Total income from real estate
$ 397,610 $ 385,341 $ 12,269 3.2 %
Nine Months Ended September 30, Percentage
2025 2024 Variance Variance
Rental income $ 1,021,534 $ 996,641 $ 24,893 2.5 %
Income from investment in leases, financing receivables 143,756 137,782 5,974 4.3 %
Income from sales type leases 11,289 1,240 10,049 810.4 %
Interest income from real estate loans 11,142 6,268 4,874 77.8 %
Total income from real estate 1,187,721 $ 1,141,931 45,790 4.0 %
Total income from real estate
• Total income from real estate increased by $12.3 million to $397.6 million for the three months ended September 30, 2025 compared to $385.3 million for the corresponding period in the prior year. The reason for the increase was primarily due to our recent acquisitions which in the aggregate increased cash rental income by $16.5 million for the three months ended September 30, 2025. Additionally, the three months ended September 30, 2025 benefited by $4.0 million compared to the corresponding period in the prior year from escalations on our leases, favorable variable rents of $0.2 million, higher ground rent revenue of $1.0 million. The Company also had unfavorable straight-line rent adjustments of $9.3 million compared to the corresponding period in the prior year and lower accretion of $0.1 million on Investment in leases.
• Total income from real estate increased by $45.8 million to $1,187.7 million for the nine months ended September 30, 2025 compared to $1,141.9 million for the corresponding period in the prior year. The reason for the increase was primarily due to our recent acquisitions which in the aggregate increased cash rental income by $54.2 million for the nine months ended September 30, 2025. Additionally, the nine months ended September 30, 2025 benefited by $13.6 million compared to the corresponding period in the prior year from escalations on our leases, favorable variable rents of $2.2 million and higher ground rent revenue of $2.8 million. The Company also recognized lower accretion of $1.0 million on its Investment in leases and unfavorable straight-line rent adjustments of $26.0 million compared to the corresponding period in the prior year.
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Details of the Company's income from real estate for the three and nine months ended September 30, 2025 was as follows (in thousands)
Three Months Ended September 30, 2025 Building base rent Land base rent Percentage rent and other rental revenue Interest income on real estate loans Total cash income Straight-line rent and deferred rent adjustments (1) Ground rent in revenue Accretion on financing leases Total income from real estate
Amended PENN Master Lease $ 54,152 $ 10,758 $ 6,502 $ — $ 71,412 $ 4,952 $ 595 $ — $ 76,959
PENN 2023 Master Lease 61,476 — 70 — 61,546 4,852 — — 66,398
Amended Pinnacle Master Lease 61,482 17,814 8,122 — 87,418 1,858 2,218 — 91,494
PENN Morgantown Lease — 796 — — 796 — — — 796
Caesars Master Lease 16,302 5,932 — — 22,234 1,916 330 — 24,480
Horseshoe St. Louis Lease 5,991 — — — 5,991 325 — — 6,316
Boyd Master Lease 20,879 2,946 3,047 — 26,872 (2,364) 432 — 24,940
Boyd Belterra Lease 738 473 500 — 1,711 (377) — — 1,334
Bally's Master Lease 26,939 — — — 26,939 — 2,541 — 29,480
Bally's Master Lease II 15,265 — — — 15,265 (67) 891 — 16,089
Maryland Live! Lease 19,412 — — — 19,412 — 2,129 3,395 24,936
Pennsylvania Live! Master Lease 12,942 — — — 12,942 — 309 2,184 15,435
Casino Queen Master Lease 2,301 — — — 2,301 (705) — — 1,596
Tropicana Las Vegas Lease — 3,768 — — 3,768 — — (1) 3,767
Rockford Lease — 2,054 — — 2,054 — — 519 2,573
Rockford Loan — — — 3,067 3,067 — — — 3,067
Tioga Downs Lease 3,694 — — — 3,694 — 2 576 4,272
Strategic Gaming Leases 2,299 — — — 2,299 — 106 318 2,723
Ione Loan — — — 955 955 — — — 955
Bally's Chicago Lease — 5,000 — — 5,000 (5,000) — — —
Total $ 303,872 $ 49,541 $ 18,241 $ 4,022 $ 375,676 $ 5,390 $ 9,553 $ 6,991 $ 397,610
(1) Amount includes $0.1 million of tenant improvement allowance amortization.
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Nine Months Ended September 30, 2025 Building base rent Land base rent Percentage rent and other rental revenue Interest income on real estate loans Total cash income Straight-line rent and deferred rent adjustments (2) Ground rent in revenue Accretion on financing leases Total income from real estate
Amended PENN Master Lease $ 162,455 $ 32,276 $ 19,558 $ — $ 214,289 $ 14,856 $ 1,705 $ — $ 230,850
PENN 2023 Master Lease 181,070 — (134) — 180,936 14,327 — — 195,263
Amended Pinnacle Master Lease 184,447 53,442 24,365 — 262,254 5,574 6,424 — 274,252
PENN Morgantown Lease — 2,388 — — 2,388 — — — 2,388
Caesars Master Lease 48,906 17,796 — — 66,702 5,748 990 — 73,440
Horseshoe St. Louis Lease 17,974 — — — 17,974 974 — — 18,948
Boyd Master Lease 62,091 8,839 9,140 — 80,070 (5,078) 1,297 — 76,289
Boyd Belterra Lease 2,195 1,420 1,500 — 5,115 (779) — — 4,336
Bally's Master Lease 79,924 — — — 79,924 — 7,745 — 87,669
Bally's Master Lease II 31,361 — — — 31,361 (67) 2,779 — 34,073
Maryland Live! Lease 58,236 — — — 58,236 — 6,415 10,020 74,671
Pennsylvania Live! Master Lease 38,676 — — — 38,676 — 928 6,560 46,164
Casino Queen Master Lease 18,694 — — — 18,694 (320) — — 18,374
Tropicana Las Vegas Lease — 11,293 — — 11,293 — — (4) 11,289
Rockford Lease — 6,134 — — 6,134 — — 1,547 7,681
Rockford Loan — — — 9,100 9,100 — — — 9,100
Tioga Downs Lease 11,042 — — — 11,042 — 5 1,708 12,755
Strategic Gaming Leases 6,898 — — — 6,898 — 317 922 8,137
Ione Loan — — — 2,042 2,042 — — — 2,042
Bally's Chicago Lease — 15,000 — — 15,000 (15,000) — — —
Total $ 903,969 $ 148,588 $ 54,429 $ 11,142 $ 1,118,128 $ 20,235 $ 28,605 $ 20,753 $ 1,187,721
(2) Amount includes $0.2 million of tenant improvement allowance amortization.
In accordance with ASC 842, the Company records revenue for the ground lease rent paid by its tenants with an offsetting expense in land rights and ground lease expense within the condensed consolidated statements of income as the Company has concluded that as the lessee it is the primary obligor under the ground leases. The Company subleases these ground leases back to its tenants, who are responsible for payment directly to the landlord.
The Company recognizes earnings on Investment in leases, financing receivables and Investment in leases, sales type based on the effective yield method using the discount rate implicit in the leases. The amounts in the table above labeled accretion on financing leases represent earnings recognized in excess of cash received during the period.
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Operating expenses
Operating expenses for the three and nine months ended September 30, 2025 and 2024 were as follows (in thousands):
Three Months Ended September 30, Percentage
2025 2024 Variance Variance
Land rights and ground lease expense $ 13,785 $ 11,758 $ 2,027 17.2 %
General and administrative 16,552 13,472 3,080 22.9 %
Gains from dispositions — (3,790) 3,790 N/A
Depreciation 67,473 64,771 2,702 4.2 %
Provision for credit losses (37,363) 27,686 (65,049) (235.0) %
Total operating expenses $ 60,447 $ 113,897 $ (53,450) (46.9) %
Nine Months Ended September 30, Percentage
2025 2024 Variance Variance
Land rights and ground lease expense 41,282 35,446 5,836 16.5 %
General and administrative 51,172 45,209 5,963 13.2 %
Gains from dispositions (125) (3,790) 3,665 N/A
Depreciation 201,720 195,393 6,327 3.2 %
Provision for credit losses 55,611 47,194 8,417 17.8 %
Total operating expenses 349,660 319,452 30,208 9.5 %
Land rights and ground lease expense
Land rights and ground lease expense includes the amortization of land rights and rent expense related to the Company's long-term ground leases. Land rights and ground lease expense increased by $2.0 million and $5.8 million for the three and nine months ended September 30, 2025, as compared to the corresponding period in the prior year due to the acquisition of the real estate assets in Bally's Master Lease II.
General and Administrative Expense
General and administrative expenses include items such as compensation costs (including stock based compensation), professional services and costs associated with development activities. General and administrative expenses increased by $3.1 million and $6.0 million for the three and nine months ended September 30, 2025 as compared to the corresponding period in the prior year. The results for the three month period ended September 30, 2025 included an executive severance charge of $6.3 million, partially offset by lower stock based compensation costs of $3.9 million due to forfeitures from the executives awards. Results for the nine month period ended September 30, 2025, were impacted by the aforementioned severance charge, higher deal related and legal costs of $0.9 million, and higher salaries and bonus expense of $0.4 million which was partially offset by lower stock based compensation expense of $2.4 million.
Gains from dispositions
Gains from dispositions for the three and nine months ended September 30, 2024 of $3.8 million was due to the lease reconsideration event for the Tropicana Las Vegas Lease which resulted in the lease being reclassified from an operating lease to a sales type lease.
Depreciation
Depreciation expense increased by $2.7 million and $6.3 million for the three and nine months ended September 30, 2025 as compared to the corresponding period in the prior year due to our recent acquisition activity.
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Provision for credit losses
The Company recorded a benefit for credit losses of $37.4 million and a provision for credit losses of $55.6 million for the three and nine months ended September 30, 2025 compared to a provision of $27.7 million and $47.2 million for the corresponding periods in the prior year. As described in Note 3, the Company follows ASC 326 “Credit Losses”, which requires that the Company measure and record current expected credit losses, the scope of which includes our Investments in leases, financing receivables, net as well as the Company's real estate loans and loan commitments.
The benefit for the three months ended September 30, 2025 was driven by an improvement in the third-party forward looking economic outlook used in the Company's CECL reserve calculation compared to what was utilized at June 30, 2025. The provision for the nine months ended September 30, 2025 was primarily driven by the deterioration in the third-party forward-looking economic outlook used in the Company's CECL reserve calculations compared to what was utilized at December 31, 2024. Additionally, the provision in the third quarter of 2024 of $27.7 million was due primarily from the initial establishment of a credit loss reserve on the Tropicana Las Vegas Lease as it was reassessed due to a lease reconsideration event and was classified as a sales type lease.
Future changes in economic projections, probability factors, changes in the estimated value of our real estate property and earnings assumptions at the underlying facilities may result in non-cash provisions or recoveries in future periods that could materially impact our results of operations.
Other income (expenses)
Other income (expenses) for the three and nine months ended September 30, 2025 and 2024 were as follows (in thousands):
Three Months Ended September 30, Percentage
2025 2024 Variance Variance
Interest expense $ (94,059) $ (95,705) $ 1,646 (1.7) %
Interest income 9,720 14,876 (5,156) (34.7) %
Losses on debt extinguishment (3,783) — (3,783) N/A
Total other expenses $ (88,122) $ (80,829) $ (7,293) 9.0 %
Nine Months Ended September 30, Percentage
2025 2024 Variance Variance
Interest expense (281,265) (269,050) $ (12,215) 4.5 %
Interest income 23,656 32,173 (8,517) (26.5) %
Losses on debt extinguishment (3,783) — (3,783) N/A
Total other expenses $ (261,392) $ (236,877) $ (24,515) 10.3 %
Interest expense
Interest expense decreased by $1.6 million and increased by $12.2 million for the three and nine months ended September 30, 2025, as compared to the corresponding period in the prior year. The decline for the three months ended September 30, 2025 was due to higher capitalized interest on our development projects. The increase for the nine months ended September 30, 2025 was due to increased borrowings that partially funded our recent acquisitions and prefunding the redemption for our $850 million, 5.25% senior unsecured note that occurred in March 2025.
Interest income
Interest income decreased by $5.2 million and $8.5 million for the three and nine months ended September 30, 2025, as compared to the corresponding period in the prior year. The primary reason for the decline was due to a reduction in our average interest earning balances.
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Losses on debt extinguishmen t
Losses on debt extinguishment of $3.8 million for the three and nine months ended September 30, 2025 related to the make-whole premium payment and accelerated amortization of debt issuance costs related to the redemption of the April 2026 Notes.
Net income attributable to noncontrolling interest in the Operating Partnership
As partial consideration for certain real estate acquisitions, the Company's operating partnership has issued OP Units. OP Units are exchangeable for common shares of the Company on a one-for-one basis, subject to certain terms and conditions. The operating partnership is a variable interest entity ("VIE") in which the Company is the primary beneficiary because it has the power to direct the activities of the VIE that most significantly impact the partnership's economic performance and has the obligation to absorb losses of the VIE that could be potentially significant to the VIE and the right to receive benefits from the VIE that could be significant to the VIE. Therefore, the Company consolidates the accounts of the operating partnership, and reflects the third party ownership in this entity as a noncontrolling interest in the Condensed Consolidated Balance Sheets and allocates the proportion of net income to the noncontrolling interests on the Condensed Consolidated Statements of Income.
The Company’s net income or loss is allocated to noncontrolling interests based on the respective ownership or voting percentage in the Operating Partnership associated with such noncontrolling interests and is removed from consolidated income or loss on the Condensed Consolidated Statements of Operations in order to derive net income or loss attributable to common stockholders. The noncontrolling ownership percentage is calculated by dividing the aggregate number of LTIP Units and OP Units by the total number of units and shares outstanding.
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Liquidity and Capital Resources
Our primary sources of liquidity and capital resources are cash flow from operations, borrowings from banks, and proceeds from the issuance of debt and equity securities.
Net cash provided by operating activities was $786.2 million and $780.4 million during the nine months ended September 30, 2025 and 2024, respectively. The increase in net cash provided by operating activities of $5.8 million for the nine months ended September 30, 2025, as compared to the corresponding period in the prior year, was primarily comprised of an increase in cash receipts from customers of $70.0 million along with decreases in cash paid for taxes of $1.0 million, an increase in interest income of $6.4 million, an increase in cash received on terminated interest rate swaps of $1.0 million and a decrease in cash paid for operating expenses of $4.5 million. This was offset by increases in cash paid for employees and cash paid for interest of $3.4 million, and $72.8 million respectively. The increase in cash receipts collected from our customers for the nine months ended September 30, 2025, as compared to the corresponding period in the prior year, was due to increased rental income from the Company's recent acquisitions and lease escalations and the increase in interest paid was due to increased borrowings that partially funded our recent acquisitions and prefunding the redemption for our $850 million, 5.25% senior unsecured note that occurred in March 2025.
Investing activities provided cash of $333.5 million and used cash of $1,177.1 million during the nine months ended September 30, 2025 and 2024, respectively. Net cash provided by investing activities during the nine months ended September 30, 2025 primarily consisted of the maturity of zero coupon U.S. Treasury Bills totaling $550.0 million, partially offset by Ione Loan fundings of $24.2 million, the acquisition of land and buildings related to the Joliet landside development of $135.0 million and capital expenditures of $57.5 million. The net cash used in investing activities for the nine months ended September 30, 2024 consisted primarily of $440.7 million for the acquisition of real estate for the Bally's Chicago development project, the Belle landside development project and the real estate assets contained within the Tioga Downs Lease and Strategic Gaming Leases which were accounted for as Investment in leases, financing receivables. The Company had real estate loan originations of $123.7 million, demolition funding related to the development project at the Tropicana site of $48.6 million, the purchase of zero coupon U.S. Treasury Bills totaling $891.0 million, and capital expenditures of $15.9 million, partially offset by the maturity of zero coupon U.S. Treasury Bills totaling $341.0 million and the proceeds from a tax refund related to a previous acquisition of $1.8 million.
Financing activities used cash of $830.6 million and provided cash of $206.9 million during the nine months ended September 30, 2025 and 2024, respectively. Net cash used in financing activities during the nine months ended September 30, 2025 was driven by the repayment of long term debt of $1,825.2 million, dividend payments of $650.9 million, non-controlling interest distributions of $19.3 million, taxes paid related to shares withheld for tax purposes on restricted stock award vestings of $14.8 million, and $2.9 million of premium and related costs paid on the retirement of certain Senior Notes, partially offset by the proceeds from the issuance of common stock, net of costs of $402.9 million and proceeds from the issuance of long term debt, net of costs of $1,279.7 million. Cash provided by financing activities during the nine months ended September 30, 2024 was driven by the repayment of long term debt of $463.6 million, dividend payments of $621.9 million, noncontrolling interest distributions of $18.4 million and taxes paid related to shares withheld for tax purposes on restricted stock award vestings of $14.7 million, partially offset by proceeds from the issuance of common stock, net of costs of $148.2 million and proceeds from the issuance of long term debt, net of costs of $1,177.4 million.
Capital Expenditures
Capital expenditures are accounted for as either capital project expenditures or capital maintenance (replacement) expenditures. Capital project expenditures are for fixed asset additions that expand an existing facility or create a new facility. The cost of properties developed by the Company include costs of construction, property taxes, interest and other miscellaneous costs incurred during the development period until the project is substantially complete and available for occupancy. Capital maintenance expenditures are expenditures to replace existing fixed assets with a useful life greater than one year that are obsolete, worn out or no longer cost effective to repair.
During the nine months ended September 30, 2025 and 2024, we spent approximately $57.5 million and $15.9 million, respectively, for capital expenditures. The majority of the capital expenditures in 2025 were related to a land side and hotel development project at The Belle and the Bally's Chicago development project.
Debt
The Company has access to a $2.09 billion variable rate revolving credit facility under its Amended Credit Agreement of which $332.5 million is outstanding as of September 30, 2025. Additionally, the Company was contingently obligated under
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letters of credit issued pursuant to the Amended Credit Agreement with face amounts aggregating approximately $0.4 million, resulting in $1,757.2 million of available borrowing capacity under the Amended Credit Agreement as of September 30, 2025.
The Company has $7.20 billion of debt outstanding with a weighted average maturity and interest rate of 7.2 years and 5.08%, respectively as of September 30, 2025. The majority of the Company's debt obligations have fixed interest rates from the issuance of its senior unsecured notes. In the first quarter of 2025, the Company redeemed its $850 million 5.250% note that was due in June 2025 using cash on hand. In August 2025, the Company issued the February 2033 Notes and the November 2037 Notes. The Company utilized the net proceeds for the redemption of the April 2026 Notes plus the make whole premium payment. The Company plans to use the remaining proceeds for working capital and general corporate purposes which may include funding development and expansion projects at existing and new properties, repayment of indebtedness, capital expenditures and other general business purposes. See Note 7 for the future minimum repayments of the Company's debt obligations.
GLPI owns 97.1% of the assets of GLP Capital and conducts all of its operations through the operating partnership. Based on the amendments to Rule 3-10 of Regulation S-X that the SEC released on January 4, 2021, we note that since GLPI fully and unconditionally guarantees the debt securities of the Issuers and consolidates both Issuers, we are not required to provide separate financial statements for the Issuers and GLPI since they are consolidated into GLPI and the GLPI guarantee is "full and unconditional".
Furthermore, as permitted under Rule 13-01(a)(4)(vi), we excluded the summarized financial information for the Issuers because the assets, liabilities and results of operations of the Issuers and GLPI are not materially different than the corresponding amounts in GLPI's consolidated financial statements and we believe such summarized financial information would be repetitive and would not provide incremental value to investors.
Distribution Requirements
We generally must distribute annually at least 90% of our REIT taxable income, determined without regard to the dividends paid deduction and excluding any net capital gains, in order to qualify to be taxed as a REIT (assuming that certain other requirements are also satisfied) so that U.S. federal corporate income tax does not apply to earnings that we distribute. Such distributions generally can be made with cash and/or a combination of cash and Company common stock if certain requirements are met. To the extent that we satisfy this distribution requirement and qualify for taxation as a REIT but distribute less than 100% of our REIT taxable income, determined without regard to the dividends paid deduction and including any net capital gains, we will be subject to U.S. federal corporate income tax on our undistributed net taxable income. In addition, we will be subject to a 4% nondeductible excise tax if the actual amount that we distribute to our shareholders in a calendar year is less than a minimum amount specified under U.S. federal income tax laws. We intend to make distributions to our shareholders to comply with the REIT requirements of the Code. To the extent any of the Company's taxable income was not previously distributed, the Company will make a dividend declaration pursuant to Section 858(a)(1) of the Code, allowing the Company to treat certain dividends that are to be distributed after the close of a taxable year as having been paid during the taxable year.
Outlook
Based on our current level of operations and anticipated earnings, we believe that cash generated from operations and cash on hand, together with amounts available under our Amended Credit Agreement and our ability to raise proceeds from equity offerings (including the Company's 2025 ATM Program) and debt offerings, will be adequate to meet our anticipated debt service requirements, funding commitments, capital expenditures, working capital needs and dividend requirements for the next twelve months and beyond.
During the nine months ended September 30, 2025, the Company entered into a new $1.25 billion ATM program (the "2025 ATM Program"). As of September 30, 2025, the Company had $886.7 m illion remaining for issuance under the 2025 ATM Program. See Note 12 for further discussion. During the nine months ended September 30, 2025, pursuant to its $1 billion "at the market" equity offering program that commenced in December 2022 (the "2022 ATM Program"), the Company settled a forward sale agreement and issued 8,170,387 shares for a net sales price of $404.0 million inclusive of certain contractual adjustments. In connection with the 2025 ATM Program, the 2022 ATM Program was terminated.
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We expect the majority of our future growth to come from funding commitments to our tenants and acquisitions of gaming and other properties to lease to third parties. If we consummate significant transactions in the future, our cash requirements may increase significantly and we would likely need to raise additional proceeds through a combination of either common equity (including under our 2025 ATM Program), issuance of additional OP Units, and/or debt offerings. Our future operating performance and our ability to service or refinance our debt will be subject to future economic conditions and to financial, business and other factors, many of which are beyond our control. See "Risk Factors-Risks Related to Our Capital Structure" in the Company's Annual Report on Form 10-K for the year ended December 31, 2024, for a discussion of the risk related to our capital structure.
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.