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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
FORM 10-Q 
(Mark One)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2024
or
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from          to         
Commission File Number:  001-36124 
Gaming and Leisure Properties, Inc.
(Exact name of registrant as specified in its charter) 
Pennsylvania46-2116489
(State or other jurisdiction of(I.R.S. Employer
incorporation or organization)Identification No.)
 845 Berkshire Blvd., Suite 200
Wyomissing, PA 19610
(Address of principal executive offices) (Zip Code)
 
610-401-2900
(Registrant’s telephone number, including area code)
 Not Applicable
(Former name, former address, and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, par value $.01 per shareGLPINasdaq
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes  No
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).  Yes  No 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer", "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act:
 
Large accelerated filer Accelerated filer 
Non-accelerated filerSmaller reporting company
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes  No  
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
TitleJuly 22, 2024
Common Stock, par value $.01 per share274,391,465



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. 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:

the impact that higher inflation 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 monetary policies and stimulus packages on inflation rates and economic growth;

our ability to successfully consummate the announced transactions with Bally's Corporation (Bally's), including the ability of the parties to satisfy the various conditions to funding, including receipt of all required approvals and consents, or other delays or impediments to completing the proposed transactions;

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 impact of elevated interest rates and higher levels of inflation (which have been exacerbated by the armed conflict between Russia and Ukraine and may be further impacted by events in the Middle East);

the potential of a new pandemic, 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;

the satisfaction of 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 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 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;

the ability to generate sufficient cash flows to service our outstanding indebtedness;
1


our ability to access capital through debt and equity markets in amounts and at rates and costs acceptable to GLPI, including for acquisitions or refinancings due to maturities;

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, 2023 (the "Annual Report"), in our Quarterly Report 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 Quarterly Reports 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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GAMING AND LEISURE PROPERTIES, INC. AND SUBSIDIARIES
 
TABLE OF CONTENTS
 
   
 
 
 
 
 
   
   
   
   
   
   
   
   
   
   
   
   
 

3

PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
Gaming and Leisure Properties, Inc. and Subsidiaries
Condensed Consolidated Balance Sheets
(in thousands, except share data)
 
June 30,
2024
December 31,
2023
(unaudited)
Assets
Real estate investments, net$8,045,884 $8,168,792 
Investment in leases, financing receivables, net2,312,021 2,023,606 
Real estate loans, net90,372 39,036 
Right-of-use assets and land rights, net828,098 835,524 
Cash and cash equivalents94,494 683,983 
Held to maturity investment securities347,782  
Other assets58,517 55,717 
Total assets$11,777,168 $11,806,658 
Liabilities
Accounts payable and accrued expenses$4,455 $7,011 
Accrued interest82,091 83,112 
Accrued salaries and wages3,621 7,452 
Operating lease liabilities195,918 196,853 
Financing lease liabilities60,561 54,261 
Long-term debt, net of unamortized debt issuance costs, bond premiums and original issuance discounts6,632,842 6,627,550 
Deferred rental revenue253,171 284,893 
Other liabilities39,584 36,572 
Total liabilities7,272,243 7,297,704 
Commitments and Contingencies (Note 9)
Equity
Preferred stock ($.01 par value, 50,000,000 shares authorized, no shares issued or outstanding at June 30, 2024 and December 31, 2023)
  
Common stock ($.01 par value, 500,000,000 shares authorized, 271,500,584 and 270,922,719 shares issued and outstanding at June 30, 2024 and December 31, 2023, respectively)
2,715 2,709 
Additional paid-in capital6,059,956 6,052,109 
Accumulated deficit(1,928,360)(1,897,913)
Total equity attributable to Gaming and Leisure Properties4,134,311 4,156,905 
Noncontrolling interests in GLPI's Operating Partnership (8,087,630 units and 7,653,326 units outstanding at June 30, 2024 and December 31, 2023, respectively)
370,614 352,049 
Total equity 4,504,925 4,508,954 
Total liabilities and equity $11,777,168 $11,806,658 
 
See accompanying notes to the condensed consolidated financial statements.
4

Gaming and Leisure Properties, Inc. and Subsidiaries
Condensed Consolidated Statements of Income
(in thousands, except per share data)
(unaudited)
 
        
 Three Months Ended June 30,Six Months Ended June 30,
 2024202320242023
Revenues    
Rental income$332,815 $319,236 $663,397 $637,204 
Income from investment in leases, financing receivables45,974 37,353 90,279 74,599 
Interest income from real estate loans1,837  2,914  
Total income from real estate380,626 356,589 756,590 711,803 
Operating expenses    
Land rights and ground lease expense11,870 11,892 23,688 23,906 
General and administrative13,851 12,639 31,737 29,089 
Depreciation65,262 65,731 130,622 131,285 
   Provision (benefit) for credit losses, net(3,786)28,052 19,508 22,399 
Total operating expenses87,197 118,314 205,555 206,679 
Income from operations293,429 238,275 551,035 505,124 
Other income (expenses)    
Interest expense(86,670)(79,371)(173,345)(160,731)
Interest income8,065 1,273 17,297 5,528 
   Losses on debt extinguishment   (556)
Total other expenses(78,605)(78,098)(156,048)(155,759)
Income before income taxes214,824 160,177 394,987 349,365 
Income tax expense412 40 1,049 558 
Net income$214,412 $160,137 $393,938 $348,807 
Net income attributable to non-controlling interest in the Operating Partnership(6,162)(4,507)(11,224)(9,826)
Net income attributable to common shareholders$208,250 $155,630 $382,714 $338,981 
Earnings per common share:    
Basic earnings attributable to common shareholders$0.77 $0.59 $1.41 $1.29 
Diluted earnings attributable to common shareholders$0.77 $0.59 $1.41 $1.29 
 
See accompanying notes to the condensed consolidated financial statements.

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Gaming and Leisure Properties, Inc. and Subsidiaries
Condensed Consolidated Statements of Changes in Equity
(in thousands, except share data)
(unaudited)
 
 Common StockAdditional
Paid-In
Capital
Accumulated
Deficit
Noncontrolling Interest Operating PartnershipTotal
Equity
 SharesAmount
Balance, December 31, 2023270,922,719 $2,709 $6,052,109 $(1,897,913)$352,049 $4,508,954 
Issuance of common stock, net of costs181,971 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, 2024271,500,584 $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, 2024271,500,584 $2,715 $6,059,956 $(1,928,360)$370,614 $4,504,925 

 Common StockAdditional
Paid-In
Capital
Accumulated
Deficit
Noncontrolling Interest Operating PartnershipTotal
Equity
 SharesAmount
Balance, December 31, 2022260,727,030 $2,607 $5,573,567 $(1,798,216)$340,138 $4,118,096 
Issuance of common stock, net of costs1,284,556 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, 2023262,355,725 $2,624 $5,632,246 $(1,869,643)$352,964 $4,118,191 
Issuance of common stock, net of costs284,453 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, 2023262,640,178 $2,626 $5,651,612 $(1,903,326)$351,962 $4,102,874 

See accompanying notes to the condensed consolidated financial statements.
6

Gaming and Leisure Properties, Inc. and Subsidiaries
Condensed Consolidated Statements of Cash Flows
(in thousands, unaudited)
Six months ended June 30,20242023
Operating activities  
Net income$393,938 $348,807 
Adjustments to reconcile net income to net cash provided by operating activities:  
Depreciation and amortization137,174 137,864 
Amortization of debt issuance costs, bond premiums and original issuance discounts5,369 4,906 
Accretion on financing receivables(14,660)(10,993)
Accretion on held to maturity investment securities(6,807) 
Non-cash adjustment to financing lease liabilities246 225 
Stock-based compensation13,547 12,820 
Straight-line rent adjustments and tenant improvement amortization(31,580)(17,503)
Losses on debt extinguishment  556 
Provision (benefit) for credit losses, net19,508 22,399 
(Increase), decrease  
Other assets(4,895)(3,905)
Increase, (decrease)  
Accounts payable and accrued expenses(1,082)(123)
Accrued interest(1,021)(1,646)
Accrued salaries and wages(3,831)(2,947)
Other liabilities4,051 2,656 
Net cash provided by operating activities509,957 493,116 
Investing activities  
Capital project expenditures(7,064)(26,860)
Capital maintenance expenditures(552)(8)
Return of contingent consideration from previous acquisition1,798  
Investment in leases, financing receivables(203,486) 
Acquisition of real estate, net (1,478)(419,009)
  Originations of real estate loans(53,000) 
  Acquisition of held to maturity investment securities (340,975) 
Net cash used in investing activities(604,757)(445,877)
Financing activities  
Dividends paid(413,161)(444,091)
Non-controlling interest distributions(12,294)(12,933)
Taxes paid related to shares withheld for tax purposes on restricted stock award vestings(14,710)(13,440)
Proceeds from issuance of common stock, net9,016 78,684 
Proceeds from issuance of long-term debt 675,000 
Financing costs (1)
Repayments of long-term debt(63,540)(560,074)
Costs paid on senior unsecured note redemption (17)
Net cash used in financing activities(494,689)(276,872)
Net decrease in cash and cash equivalents(589,489)(229,633)
Cash and cash equivalents at beginning of period683,983 239,083 
Cash and cash equivalents at end of period$94,494 $9,450 

See accompanying notes to the condensed consolidated financial statements and Note 14 for supplemental cash flow information and noncash investing and financing activities.
7

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 GLPI, through a series of internal corporate restructurings, substantially all of the assets and liabilities associated with PENN’s real property interests and real estate development business, as well as the assets and liabilities of Hollywood Casino Baton Rouge and Hollywood Casino Perryville (which are referred to as the "TRS Properties") and then spun-off GLPI to holders of PENN's common and preferred stock in a tax-free distribution (the "Spin-Off"). The assets and liabilities of GLPI were recorded at their respective historical carrying values at the time of the Spin-Off in accordance with the provisions of Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") 505-60 - Spinoffs and Reverse Spinoffs ("ASC 505").

The Company elected on its 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 at the time held the real estate of the Tropicana Las Vegas Casino Hotel Resort ("Tropicana Las Vegas"), elected to treat Tropicana LV, LLC as a TRS. In September 2022, Bally's Corporation (NYSE: BALY) ("Bally's") acquired both the building assets from GLPI and PENN's outstanding equity interests in Tropicana Las Vegas. GLPI retained ownership of the land and entered into a ground lease with Bally's. In connection with this transaction, Tropicana LV, LLC was merged into GLP Capital. GLPI paid a special earnings and profits dividend of $0.25 per share in the first quarter of 2023 related to the sale of the building to Bally's.

As partial consideration for the transactions with The Cordish Companies ("Cordish") described below, GLP Capital issued 7,366,683 newly-issued operating partnership units ("OP Units") to affiliates of Cordish. OP Units are exchangeable for common shares of the Company on a one-for-one basis, subject to certain terms and conditions. Such issuance of OP Units to Cordish in exchange for its contribution of certain real property assets resulted in GLP Capital becoming treated as a partnership for income tax purposes, with GLPI being deemed to contribute substantially all of the assets and liabilities of GLP Capital in exchange for the general partnership and a majority of the limited partnership interests, and a minority limited partnership interest being owned by Cordish (the "UPREIT Transaction"). In advance of the UPREIT Transaction, the Company, together with GLP Financing II, Inc. jointly elected for GLP Financing II, Inc. to be treated as a TRS effective December 23, 2021. On January 3, 2023, the Company issued 286,643 OP Units to affiliates of Bally's in connection with its acquisition of Bally's Hard Rock Hotel & Casino Biloxi ("Bally's Biloxi") and Bally's Tiverton Casino & Hotel ("Bally's Tiverton"). On February 6, 2024, the Company also issued 434,304 OP Units in connection with the acquisition of the real estate assets of Tioga Downs Casino Resort ("Tioga Downs") from American Racing & Entertainment LLC ("American Racing"). There were 8,087,630 OP Units outstanding as of June 30, 2024.

GLPI’s primary business consists of acquiring, financing, and owning real estate property to be leased to gaming operators in triple-net lease arrangements. As of June 30, 2024, GLPI’s portfolio consisted of interests in 65 gaming and related facilities, including the real property associated with 34 gaming and related facilities operated by PENN, the real property
8

associated with 6 gaming and related facilities operated by Caesars Entertainment Inc. (NASDAQ: CZR) ("Caesars"), the real property associated with 4 gaming and related facilities operated by Boyd Gaming Corporation (NYSE: BYD) ("Boyd"), the real property associated with 9 gaming and related facilities operated by Bally's, the real property associated with 3 gaming and related facilities operated by Cordish, the real property associated with 4 gaming and related facilities operated by Casino Queen, 1 gaming facility under construction that upon opening is intended to be managed by a subsidiary of Hard Rock International ("Hard Rock"), 3 gaming and related facilities operated by Strategic Gaming Management, LLC ("Strategic") and 1 gaming and related facility operated by American Racing. These facilities, including our corporate headquarters building, are geographically diversified across 20 states and contain approximately 29.3 million square feet. As of June 30, 2024, the Company's properties were 100% occupied. GLPI expects to continue growing its portfolio by pursuing opportunities to acquire additional gaming facilities to lease to gaming operators under prudent terms.

PENN 2023 Master Lease and Amended PENN Master Lease

As a result of the Spin-Off, GLPI owns substantially all of PENN’s former real property assets (as of the consummation of the Spin-Off) and leases back most of those assets to PENN for use by its subsidiaries pursuant to a unitary master lease (the initial form of such lease the "Original PENN Master Lease"). The Original PENN Master Lease was a triple-net lease, the term of which was scheduled to expire on October 31, 2033, with no purchase option, followed by three remaining 5-year renewal options (exercisable by the tenant) on the same terms and conditions extending to October 31, 2048.

On October 10, 2022, the Company announced that it agreed to create a new master lease with PENN for seven of PENN's properties (the "PENN 2023 Master Lease"). The companies also agreed to a funding mechanism to support PENN's pursuit of relocation and development opportunities at several of the properties included in the PENN 2023 Master Lease.

Pursuant to this agreement, the Original PENN Master Lease was amended (the "Amended PENN Master Lease") to remove PENN's properties in Aurora and Joliet, Illinois; Columbus and Toledo, Ohio; and Henderson, Nevada. The properties removed from the Original PENN Master Lease were added to the PENN 2023 Master Lease. In addition, the existing leases for the Hollywood Casino at The Meadows in Pennsylvania (the "Meadows Lease") and the Hollywood Casino Perryville in Maryland (the "Perryville Lease") were terminated and these properties were transferred into the PENN 2023 Master Lease. Both the Amended PENN Master Lease and the PENN 2023 Master Lease are triple-net operating leases, that became effective on January 1, 2023, the terms of which expire on October 31, 2033, with no purchase options, followed by three remaining 5-year renewal options (exercisable by the tenant) on the same terms and conditions extending to October 31, 2048.

GLPI agreed to fund up to $225 million for the relocation of PENN's riverboat casino in Aurora at a 7.75% cap rate and, if requested by PENN, will fund up to $350 million for the relocation of the Hollywood Casino Joliet, as well as the construction of a hotel at Hollywood Casino Columbus and the construction of a second hotel tower at the M Resort Spa Casino at then current market rates.

Amended Pinnacle Master Lease, Boyd Master Lease and Belterra Park Lease

In April 2016, the Company acquired substantially all of the real estate assets of Pinnacle Entertainment, Inc. ("Pinnacle") for approximately $4.8 billion. GLPI originally leased these assets back to Pinnacle, under a unitary triple-net lease, the term of which expires April 30, 2031, with no purchase option, followed by four remaining 5-year renewal options (exercisable by the tenant) on the same terms and conditions (the "Pinnacle Master Lease"). On October 15, 2018, the Company completed its previously announced transactions with PENN, Pinnacle and Boyd to accommodate PENN's acquisition of the majority of Pinnacle's operations, pursuant to a definitive agreement and plan of merger between PENN and Pinnacle, dated December 17, 2017 (the "PENN-Pinnacle Merger"). Concurrent with the PENN-Pinnacle Merger, the Company amended the Pinnacle Master Lease to allow for the sale of the operating assets of Ameristar Casino Hotel Kansas City, Ameristar Casino Resort Spa St. Charles and Belterra Casino Resort from Pinnacle to Boyd (the "Amended Pinnacle Master Lease") and entered into a new unitary triple-net master lease agreement with Boyd (the "Boyd Master Lease") for these properties on terms similar to the Company’s Amended Pinnacle Master Lease. The Boyd Master Lease has an initial term of 10 years (from the original April 2016 commencement date of the Pinnacle Master Lease and expiring April 30, 2026), with no purchase option, followed by five 5-year renewal options (exercisable by the tenant) on the same terms and conditions. The Company also purchased the real estate assets of Plainridge Park Casino ("Plainridge Park") from PENN for $250.0 million, exclusive of transaction fees and taxes, and added this property to the Amended Pinnacle Master Lease. The Amended Pinnacle Master Lease was assumed by PENN at the consummation of the PENN-Pinnacle Merger. The Company also entered into a mortgage loan agreement with Boyd in connection with Boyd's acquisition of Belterra Park Gaming & Entertainment Center ("Belterra Park"), whereby the Company loaned Boyd $57.7 million (the "Belterra Park Loan"). In May 2020, the Company acquired the real estate of Belterra Park in satisfaction of the Belterra Park Loan, subject to a long-term lease (the "Belterra Park Lease") with a Boyd affiliate operating the property. The Belterra Park Lease rent terms are consistent with the Boyd Master Lease. The annual rent
9

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 29, 2020, the transaction closed and the Company entered into a new single property triple net lease with an affiliate of Caesars
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(the "Horseshoe St. Louis Lease") the initial term of which expires on October 31, 2033, with four separate renewal options of five years each, exercisable at the tenant's option. The Horseshoe St. Louis Lease was amended on December 1, 2021 to adjust the rent terms such that the annual escalator is now fixed at 1.25% for the second through fifth lease years, increasing to 1.75% for the sixth and seventh lease years and thereafter increasing by 2.0% for the remainder of the lease.

Bally's Master Lease

On June 3, 2021, the Company completed its previously announced transaction pursuant to which a subsidiary of Bally's acquired 100% of the equity interests in the Caesars subsidiary that currently operates Tropicana Evansville and the Company reacquired the real property assets of Tropicana Evansville from Caesars for a cash purchase price of approximately $340.0 million. In addition, the Company purchased the real estate assets of Dover Downs Hotel & Casino (now Bally's Dover Casino Resort) from Bally's for a cash purchase price of approximately $144.0 million. The real estate assets of these two facilities were added to a new triple net master lease (the "Bally's Master Lease") the annual rent of which is subject to contractual escalations based on the Consumer Price Index ("CPI") with a 1% floor and a 2% ceiling, subject to the CPI meeting a 0.5% threshold. The Bally's Master Lease has an initial term of 15 years, with no purchase option, followed by four 5 year renewal options (exercisable by the tenant) on the same terms and conditions.

The Company completed the acquisitions of the real estate assets of Bally's Black Hawk and Bally's Quad Cities on April 1, 2022 and Bally's Biloxi and Bally's Tiverton on January 3, 2023. The existing Bally's Master Lease was amended to add these properties with annual rent increases that are subject to the escalation clauses described above.

In connection with GLPI’s commitment to consummate the Bally’s Biloxi and Bally's Tiverton acquisitions, the Company also agreed to pre-fund, at Bally’s election, a deposit of up to $200.0 million, which was funded in September 2022. This amount was credited to GLPI along with a $9.0 million transaction fee payable at closing which occurred on January 3, 2023. The Company continues to have the option, subject to receipt by Bally's of required consents, to acquire the real property assets of Bally's Twin River Lincoln Casino Resort ("Bally's Lincoln") prior to December 31, 2026 for a purchase price of $735.0 million, which has been reduced from $771.0 million and additional rent of $58.8 million.

Tropicana Las Vegas Lease

On April 16, 2020, the Company and certain of its subsidiaries closed on its previously announced transaction to acquire the real property associated with the Tropicana Las Vegas from PENN in exchange for $307.5 million of rent credits which were applied against future rent obligations due under the parties' existing leases during 2020.

On September 26, 2022, Bally’s acquired both GLPI’s building assets and PENN's outstanding equity interests in Tropicana Las Vegas for an aggregate cash acquisition price, net of fees and expenses, of approximately $145 million. GLPI retained ownership of the land and concurrently entered into a ground lease for an initial term of 50 years (with a maximum term of 99 years inclusive of tenant renewal options). All rent is subject to contractual escalations based on the CPI, with a 1% floor and 2% ceiling, subject to the CPI meeting a 0.5% threshold. The ground lease is supported by a Bally’s corporate guarantee and cross-defaulted with the Bally's Master Lease (the "Tropicana Las Vegas Lease").

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On May 13, 2023, the Company, Tropicana Las Vegas, Inc., a Nevada corporation and wholly owned subsidiary of Bally’s, and Athletics Holdings LLC (“Athletics”), which owns the Major League Baseball team currently known as the Oakland Athletics (the “Team”), entered into a binding letter of intent (the “LOI”) setting forth the terms for developing a stadium that would serve as the home venue for the Team (the “Stadium”). The Stadium is expected to complement the potential resort redevelopment envisioned at our 35-acre property in Clark County, Nevada (the “Tropicana Site”), owned indirectly by GLPI through its indirect subsidiary, Tropicana Land LLC, a Nevada limited liability company and leased by GLPI to Bally’s pursuant to the Tropicana Las Vegas Lease. The LOI allows for Athletics to be granted fee ownership by GLPI of approximately 9 acres of the Tropicana Site for construction of the Stadium. The LOI provides that following the Stadium site transfer, there will be no reduction in the rent obligations of Bally’s on the remaining portion of the Tropicana Site or other modifications to the ground lease, and that to the extent GLPI has any consent or approval rights under the Tropicana Las Vegas Lease, such rights shall remain enforceable unless expressly modified in writing in the definitive documents. Bally's and GLPI are agreeing to provide the Stadium site transfer in exchange for the benefits that the Stadium is expected to bring to the Tropicana Site. The LOI provides that Athletics shall pay all the costs associated with the design, development, and construction of the Stadium and Bally’s shall pay all costs for the redevelopment of the casino and hotel resort amenities. GLPI is expected to commit to up to $175.0 million of funding for hard construction costs, such as demolition and site preparation and build out of minimum public spaces needed for utilization of the Stadium. The LOI provides that during the development period, rent will be due at 8.5% of what has been funded, provided that the first $15.0 million advanced for the costs of construction of the food, beverage and retail entrance plaza shall not be subject to increased rent. GLPI may have the opportunity to fund additional amounts of the construction under certain circumstances. In addition, the LOI provides that the transaction will be subject to customary approvals and other conditions, including, without limitation, approval of a master plan for the site, and certain approvals by the Nevada Gaming Control Board and Nevada Gaming Commission.

Morgantown Lease

On October 1, 2020, the Company and PENN closed on their previously announced transaction whereby GLPI acquired the land under PENN's gaming facility under construction in Morgantown, Pennsylvania in exchange for $30.0 million in rent credits that were utilized by PENN in the fourth quarter of 2020. The Company is leasing the land back to an affiliate of PENN for an initial term of 20 years, followed by six 5-year renewal options exercisable by the tenant. On the opening date of the gaming facility and on each anniversary thereafter for each of the following three lease years rent increased by 1.5% annually (on a prorated basis for the remainder of the lease year in which the gaming facility opened) and commencing on the fourth anniversary of the opening date and for each anniversary thereafter, (i) if the CPI increase is at least 0.5% for any lease year, the rent for such lease year shall increase by 1.25% of rent as of the immediately preceding lease year, and (ii) if the CPI increase is less than 0.5% for such lease year, then the rent shall not increase for such lease year (the "Morgantown Lease"). Hollywood Casino Morgantown opened on December 22, 2021.

Third Amended and Restated Casino Queen Master Lease

On November 25, 2020, the Company entered into a definitive agreement to sell the operations of its Hollywood Casino Baton Rouge to Casino Queen for $28.2 million (the "HCBR transaction"). The HCBR transaction closed on December 17, 2021. The Company retained ownership of all real estate assets at Hollywood Casino Baton Rouge and simultaneously entered into a triple net master lease with Casino Queen, which includes the Casino Queen property in East St. Louis that was leased by the Company to Casino Queen and the Hollywood Casino Baton Rouge facility (the "Second Amended and Restated Casino Queen Master Lease"). The lease has an initial term of 15 years with four 5-year renewal options (exercisable by the tenant) on the same terms and conditions. The annual rent increases by 0.5% for the first six years. Beginning with the seventh lease year through the remainder of the lease term, if the CPI increases by at least 0.25% for any lease year then annual rent shall be increased by 1.25%, and if the CPI increase is less than 0.25% then rent will remain unchanged for such lease year. Additionally, the Company's landside development project at Casino Queen Baton Rouge was completed in late August 2023 and the rent under the Second Amended and Restated Casino Queen Master Lease was adjusted upon opening to reflect a yield of 8.25% on GLPI's project costs of $77 million. The Company then entered into an amendment to the Second Amended and Restated Casino Queen Master Lease, in connection with the acquisition of the land and certain improvements at Casino Queen Marquette for $32.72 million as of September 6, 2023 and annual rent was increased by $2.7 million for this acquisition. Additionally, the Company anticipates funding certain construction costs for an amount not to exceed $12.5 million, for a landside development project at Casino Queen Marquette. The rent will be adjusted to reflect a yield of 8.25% for the funded project costs. The Second Amended and Restated Casino Queen Master Lease was subsequently amended and restated on November 13, 2023 (the "Third Amended and Restated Casino Queen Master Lease").

On June 3, 2024, the Company announced that it has agreed to fund and oversee a landside move and hotel renovation of The Belle for Casino Queen. GLPI has committed to provide up to approximately $111 million of funding for the project ($7.0 million of which has been funded as of June 30, 2024), which is expected to be completed by September 2025. The
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casino will continue to operate for the construction period except while gaming equipment is being moved to the new facility. GLPI will own the new facility and Casino Queen will pay an incremental rental yield of 9% on the development funding beginning a year from the initial disbursement of funds, which occurred on May 30, 2024.

Maryland Live! Lease and Pennsylvania Live! Master Lease

On December 6, 2021, the Company announced that it agreed to acquire the real property assets of Live! Casino & Hotel Maryland, Live! Casino & Hotel Philadelphia, and Live! Casino Pittsburgh, including applicable long-term ground leases, from affiliates of Cordish for aggregate consideration of approximately $1.81 billion, excluding transaction costs at deal announcement. The transaction also includes a binding partnership on future Cordish casino developments, as well as potential financing partnerships between the Company and Cordish in other areas of Cordish's portfolio of real estate and operating businesses. On December 29, 2021, the Company completed its acquisition of the real property assets of Live! Casino & Hotel Maryland and entered into a single asset lease for Live! Casino & Hotel Maryland (the "Maryland Live! Lease"). On March 1, 2022, the Company completed its acquisition of the real estate assets of Live! Casino & Hotel Philadelphia and Live! Casino Pittsburgh for $689 million and leased back the real estate to Cordish pursuant to a new triple net master lease with Cordish (as amended from time to time, the "Pennsylvania Live! Master Lease"). The Pennsylvania Live! Master Lease and the Maryland Live! Lease each have initial lease terms of 39 years, with a maximum term of 60 years inclusive of tenant renewal options. The annual rent for both leases has a 1.75% fixed yearly escalator on the entirety of rent commencing on the leases' second anniversary.

Rockford Lease

On August 29, 2023, the Company acquired the land associated with a casino development project in Rockford, IL, that upon opening is intended to be managed by a subsidiary of Hard Rock, from an affiliate of 815 Entertainment, LLC ("815 Entertainment") for $100.0 million. Simultaneously with the land acquisition, an affiliate of GLPI entered into a ground lease with 815 Entertainment for a 99 year term. The initial annual rent for the ground lease is $8.0 million, subject to fixed 2% annual escalation beginning with the lease's first anniversary and for the entirety of its term (the "Rockford Lease").

In addition to the Rockford Lease, the Company has also committed to providing up to $150 million of development funding via a senior secured delayed draw term loan (the "Rockford Loan"). Borrowings under the Rockford Loan will be subject to an interest rate of 10%. The Rockford Loan has a maximum outstanding period of up to 6 years (5-year initial term with a 1-year extension). The Rockford Loan is prepayable without penalty following the opening of the Hard Rock Casino in Rockford, IL ("Hard Rock Casino Rockford") , which is expected in late August 2024. The Rockford Loan advances are subject to typical construction lending terms and conditions. As of June 30, 2024, $93 million was advanced and outstanding under the Rockford Loan. Additionally, the Company also received a right of first refusal on the building improvements of the Hard Rock Casino Rockford if there is a future decision to sell them once completed.

Tioga Downs Lease

On February 6, 2024, the Company acquired the real estate assets of Tioga Downs in Nichols, NY from American Racing for $175.0 million. Simultaneous with the acquisition, an affiliate of GLPI and American Racing entered into a triple-net lease agreement for an initial 30 year term followed by two renewal options of 10 years each and a third renewal option of approximately 12 years and ten months. The initial annual rent is $14.5 million and is subject to annual fixed escalations of 1.75% beginning with the first anniversary which increases to 2% beginning in year fifteen of the lease through the remainder of its initial term (the "Tioga Downs Lease").

Strategic Gaming Leases

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

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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.

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 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 six months ended June 30, 2024 are not necessarily indicative of the results that may be expected for the year ending December 31, 2024. The consolidated financial statements contained in our Annual Report on Form 10-K for the year ended December 31, 2023 (the "Annual Report") should be read in conjunction with these condensed consolidated financial statements. The December 31, 2023 financial information has been derived from the Company’s audited consolidated financial statements.

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 which upon maturity in August 2024, will total $350 million. The Company has classified these debt securities as held to maturity in accordance with ASC 320, Investments-Debt Securities since these are fixed income investments that the Company has the intent and ability to hold until maturity. The securities are recorded at amortized cost on the balance sheet which approximated its fair value at June 30, 2024.



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3.    Investment in leases, financing receivables, net

Certain of the Company's leases are recorded as an Investment in leases, financing receivables, net, as the sale lease back transactions were accounted for as failed sale leasebacks due to the leases' significant initial lease terms. The following is a summary of the balances of the Company's Investment in leases, financing receivables, net.


June 30,
2024
December 31,
2023
(in thousands)
Minimum lease payments receivable$9,887,845 $9,088,298 
Estimated residual values of lease property (unguaranteed)1,275,915 1,041,087 
Total11,163,760 10,129,385 
Less: Unearned income(8,810,886)(8,083,808)
Less: Allowance for credit losses(40,853)(21,971)
Investment in leases - financing receivables, net$2,312,021 $2,023,606 


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

At June 30, 2024, minimum lease payments owed to us for each of the five succeeding years under the Company's financing receivables were as follows (in thousands):
Year ending December 31,Future Minimum Lease Payments
2024 (remainder of year)$80,846 
2025164,103 
2026166,917 
2027169,858 
2028172,851 
Thereafter9,133,270 
Total$9,887,845 
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, 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
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historical data to estimate losses as the Company has no loss history to date on its lease portfolio. Our tenants were current on all of their rental obligations as of June 30, 2024 and December 31, 2023.

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

Balance at December 31, 2023Change in AllowanceEnding Balance at March 31, 2024Change in AllowanceEnding Balance at June 30, 2024
Maryland Live! Lease$5,661 $7,094 $12,755 $(1,871)$10,884 
Pennsylvania Live! Master Lease13,636 12,949 26,585 (1,854)24,731 
Rockford Lease2,674 582 3,256 (303)2,953 
Tioga Downs Lease 1,579 1,579 (150)1,429 
Strategic Gaming Leases $  856 856 
Totals$21,971 $22,204 $44,175 $(3,322)$40,853 



Balance at December 31, 2022Change in AllowanceEnding Balance at March 31, 2023Change in AllowanceEnding Balance at June 30, 2023
Maryland Live! Lease$4,095 $(881)$3,214 $8,142 $11,356 
Pennsylvania Live! Master Lease15,029 (4,772)10,257 19,910 30,167 
Totals$19,124 $(5,653)$13,471 $28,052 $41,523 


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

Origination yearInvestment in leases, financing receivablesAllowance for credit losses
Amortized cost basis at June 30, 2024
Allowance as a percentage of outstanding financing receivable
2024$293,890 $(2,285)$291,605 (0.78)%
2023101,856 (2,953)98,903 (2.90)%
2022709,211 (24,731)684,480 (3.49)%
20211,247,917 (10,884)1,237,033 (0.87)%
Total$2,352,874 $(40,853)$2,312,021 (1.74)%

During the three and six months ended June 30, 2024, the Company recorded a benefit for credit losses, net and a provision for credit losses, net of $3.8 million and $19.5 million , respectively (inclusive of the reserve for real estate loans and reserves on the unfunded loan commitment, see Note 5 for details). The benefit in the three month period ended June 30, 2024 was due to probability weighting changes in economic forecast scenarios that we utilize from a third party. The provision for the six months ended June 30, 2024 was primarily due to a decline in the estimated real estate values underlying the Company's Investment in leases, financing receivables and, to a lesser extent, the Company's real estate loans and related loan commitment. These values are estimated based on the actual and long term projections of the Commercial Real Estate Price Index which, as of June 30, 2024 have declined relative to December 31, 2023. Commercial real estate prices are anticipated to remain at low levels for several quarters based on the third party economic forecast the Company utilizes to calculate its reserve for credit losses.
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During the three and six months ended June 30, 2023, the Company recorded a provision for credit losses, net of $28.1 million and $22.4 million, respectively. The significant provision for credit losses recorded for the three months ended June 30, 2023 was the result of a decline in the estimated real estate values underlying the Company's Investment in leases, financing receivables. These values are estimated based on long term projections of the Commercial Real Estate Price Index which, as of June 30, 2023, declined and were anticipated to remain at depressed levels for several quarters based on the third party economic forecast the Company utilizes to calculate its reserve for credit losses.

The reason for differences in the allowance as a percentage of outstanding financing receivable for leases originated in each calendar year in the table above depends on various factors for the leases such as expected rent coverage ratios and loan to value ratios. Future changes in economic probability factors, changes in the estimated value of our real estate property and earnings assumptions at the underlying facilities may result in non-cash provisions or recoveries in future periods that could materially impact our results of operations.

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:
 
 
June 30,
2024
December 31,
2023
 (in thousands)
Land and improvements$3,558,053 $3,559,851 
Building and improvements6,788,956 6,787,464 
Construction in progress7,052  
Total real estate investments10,354,061 10,347,315 
Less accumulated depreciation(2,308,177)(2,178,523)
Real estate investments, net$8,045,884 $8,168,792 

Construction in progress primarily represents development funding on The Belle. See Note 1 for details on this project.
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5.    Real estate loans, net

As discussed in Note 1, the Company entered into the Rockford Loan during 2023 and $93 million of the $150 million commitment was drawn as of June 30, 2024. The Rockford Loan has a 10% interest rate and a maximum outstanding period of up to 6 years (5-year initial term with a 1-year extension). The following is a summary of the balances of the Company's Real estate loans, net.

June 30,
2024
December 31,
2023
(in thousands)
Real estate loans$93,000 $40,000 
Less: Allowance for credit losses$(2,628)$(964)
Real estate loans, net$90,372 $39,036 

The change in the allowance for credit losses for the Company's Real estate loans is shown below (in thousands):

Rockford Loan
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)


The Rockford Loan is subject to CECL, which is described in Note 3. The Company recorded provision for credit losses of $0.9 million and $1.7 million for the three month and six months ended June 30, 2024 on the Rockford Loan. Additionally, the Company recorded a benefit of $1.4 million and $1.0 million during the three month and six month period ended June 30, 2024 on the unfunded loan commitment for the Rockford Loan. The reserve for the unfunded loan commitment was recorded in other liabilities on the Condensed Consolidated Balance Sheets and totaled $1.6 million at June 30, 2024. The borrower is current on its loan obligation as of June 30, 2024.

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.

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
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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):
June 30, 2024December 31, 2023
Right-of use assets - operating leases
$195,380 $196,254 
Land rights, net632,718 639,270 
Right-of-use assets and land rights, net$828,098 $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:
June 30,
2024
December 31,
2023
(in thousands)
Land rights $727,114 $727,114 
Less accumulated amortization (94,396)(87,844)
Land rights, net$632,718 $639,270 

As of June 30, 2024, estimated future amortization expense related to the Company’s land rights by fiscal year is as follows (in thousands):
Year ending December 31,
2024 (remainder of year)$6,552 
202513,104 
202613,104 
202713,104 
202813,104 
Thereafter573,750 
Total$632,718 

Operating Lease Liabilities

At June 30, 2024, payments under the Company's operating lease liabilities were as follows (in thousands):
Year ending December 31,
2024 (remainder of year)$7,276 
202514,552 
202614,554 
202714,044 
202813,926 
Thereafter642,545 
Total lease payments$706,897 
Less: interest(510,979)
Present value of lease liabilities
$195,918 


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
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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 June 30,Six Months Ended June 30,
2024202320242023
Operating lease cost$3,635 $3,744 $7,264 $7,518 
Variable lease cost 4,958 4,858 9,872 9,808 
Amortization of land right assets3,276 3,290 6,552 6,579 
Total lease cost$11,869 $11,892 $23,688 $23,905 

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:
June 30, 2024
Weighted average remaining lease term - operating leases50.37 years
Weighted average discount rate - operating leases6.57%

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

Three Months Ended June 30,Six Months Ended June 30,
2024202320242023
(in thousands)(in thousands)
Cash paid for amounts included in the measurement of lease liabilities:
  Operating cash flows from operating leases (1)
$414 $405 $829 $809 

(1) The Company's cash paid for operating leases is significantly less than the lease cost for the same period due to the majority of the Company's ground lease rent being paid directly to the landlords by the Company's tenants. Although GLPI 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.

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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 a long-term ground lease which expire in June 2111 and April 2062, respectively. As these leases were accounted for as Investment in leases, financing receivables, the underlying ground leases were accounted for as financing lease obligations within Lease liabilities on the Condensed Consolidated Balance Sheets. In accordance with ASC 842, the Company records revenue for the ground lease rent paid by its tenant with an offsetting expense in interest expense as the Company has concluded that as the lessee it is the primary obligor under the ground leases. The Company's weighted average discount rate on the fixed minimum annual payments was 5.14% to arrive at the initial lease obligations.

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

2024 (remainder of year)$1,338 
20252,690 
20262,712 
20272,735 
20282,758 
Thereafter313,823 
Total lease payments$326,056 
Less: Interest(265,495)
Present value of finance lease liabilities$60,561 



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7.    Long-term Debt
 
Long-term debt is as follows:
 
June 30,
2024
December 31,
2023
 (in thousands)
Unsecured $1,750 million revolver
$ $ 
Term Loan Credit Facility due September 2027600,000 600,000 
$400 million 3.350% senior unsecured notes due September 2024
400,000 400,000 
$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 
Other357 434 
Total long-term debt6,675,357 6,675,434 
Less: unamortized debt issuance costs, bond premiums and original issuance discounts(42,515)(47,884)
Total long-term debt, net of unamortized debt issuance costs, bond premiums and original issuance discounts
$6,632,842 $6,627,550 

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

 
2024 (remainder of year)$400,079 
2025850,164 
2026975,114 
2027600,000 
2028500,000 
Over 5 years3,350,000 
Total minimum payments$6,675,357 
 
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 aggregate principal amount of all term loans outstanding under the Term Loan Credit Facility does not exceed $1.2 billion plus
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up to $60 million of transaction fees and costs incurred in connection with the Acquisition. There is currently no commitment in respect of such incremental loans and commitments.

Interest Rate and Fees

The interest rates per annum applicable to loans under the Term Loan Credit Facility are, at GLP Capital's option, equal to either a Secured Overnight Financing Rate ("SOFR") based rate or a base rate plus an applicable margin, which ranges from 0.85% to 1.7% per annum for SOFR loans and 0.0% to 0.7% per annum for base rate loans, in each case, depending on the credit ratings assigned to the Term Loan Credit Facility. The current applicable margin is 1.30% for SOFR loans and 0.30% for base rate loans. In addition, GLP Capital will pay a commitment fee on the unused commitments under the Term Loan Credit Facility at a rate that ranges from 0.125% to 0.3% per annum, depending on the credit ratings assigned to the Credit Facility from time to time. The current commitment fee rate is 0.25%. The weighted average interest rate under the Term Loan Credit Facility at June 30, 2024 was 6.73% .

Amortization and Prepayments

The Term Loan Credit Facility is not subject to interim amortization. GLP Capital is required to prepay outstanding term loans with 100% of the net cash proceeds from the issuance of other debt that is unconditionally guaranteed by GLPI and conditionally guaranteed by Bally’s (“Alternative Acquisition Debt”) that is received by GLPI, GLP Capital or any of their subsidiaries after the funding date of the Term Loan Facility (other than any incremental term loans under the Term Loan Credit Agreement and loans under the Bridge Revolving Facility (as defined below)) except to the extent such net cash proceeds are applied to repaying outstanding loans under the Bridge Revolving Facility. GLP Capital is not otherwise required to repay any loans under the Term Loan Credit Facility prior to maturity. GLP Capital may prepay all or any portion of the loans under the Term Loan Credit Facility prior to maturity without premium or penalty, subject to reimbursement of any SOFR breakage costs of the lenders, and may reborrow loans that it has repaid. 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 June 30, 2024, the Company was in compliance with all required financial covenants under the Term Loan Credit Facility.

Senior Unsecured Credit Agreement and Amended Credit Agreement

On May 13, 2022, GLP Capital entered into a credit agreement (the "Credit Agreement") providing for a $1.75 billion revolving credit facility (the "Initial Revolving Credit Facility") maturing in May 2026, plus two six-month extensions at GLP Capital's option. The majority of our debt is at fixed rates and our exposure to variable interest rates is currently limited to 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").

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Loans under the Bridge Revolving Facility are subject to 1% amortization per annum. Amounts repaid under the Bridge Revolving Facility cannot be reborrowed and the corresponding commitments are automatically re-allocated to the existing revolving facility under the Amended Credit Agreement. GLP Capital is required to prepay the loans under the Bridge Revolving Facility with 100% of the net cash proceeds from the issuance of Alternative Acquisition Debt that is received by GLPI, GLP Capital or any of their subsidiaries (other than any term loans under the Term Loan Credit Agreement and any loans under the Bridge Revolving Facility). Any outstanding commitments under the Bridge Revolving Facility that have not been borrowed by December 31, 2024 are automatically re-allocated to the existing revolving facility under the Amended Credit Agreement.

GLP Capital's ability to borrow under the Bridge Revolving Facility is subject to certain conditions including pro forma compliance with GLP Capital's financial covenants, as well as the receipt by Agent of a conditional guarantee of the loans under the Bridge Revolving Facility by Bally’s on a secondary basis, subject to enforcement of all remedies against GLP Capital, GLPI and all sources other than Bally’s. Loans under the Bridge Revolving Facility will not be treated pro rata with loans under the existing revolving credit facility.

At June 30, 2024, no amounts were outstanding under the Amended Credit Agreement. Additionally, at June 30, 2024, the Company was contingently obligated under letters of credit issued pursuant to the Amended Credit Agreement with face amounts aggregating approximately $0.4 million, resulting in $1,749.6 million of available borrowing capacity under the Amended Credit Agreement as of June 30, 2024.

The interest rates payable on the loans borrowed under the Revolver are, at GLP Capital's option, equal to either a SOFR based rate or a base rate plus an applicable margin, which ranges from 0.725% to 1.40% per annum for SOFR loans and 0.0% to 0.4% per annum for base rate loans, in each case, depending on the credit ratings assigned to the Amended Credit Agreement. The current applicable margin is 1.05% for SOFR loans and 0.05% for base rate loans. Notwithstanding the foregoing, in no event shall the base rate be less than 1.00%. In addition, GLP Capital will pay a facility fee on the commitments under the revolving facility, regardless of usage, at a rate that ranges from 0.125% to 0.3% per annum, depending on the credit rating assigned to the Amended Credit Agreement from time to time. The current facility fee rate is 0.25%. The Amended Credit Agreement is not subject to interim amortization except with respect to the Bridge Revolving Facility. GLP Capital is not required to repay any loans under the Amended Credit Agreement prior to maturity except as set forth above with respect to the Bridge Revolving Facility. GLP Capital may prepay all or any portion of the loans under the Amended Credit Agreement prior to maturity without premium or penalty, subject to reimbursement of any SOFR breakage costs of the lenders and may reborrow loans that it has repaid.

The Amended Credit Agreement contains customary covenants that, among other things, restrict, subject to certain exceptions, the ability of GLPI and its subsidiaries to grant liens on their assets, incur indebtedness, sell assets, make investments, engage in acquisitions, mergers or consolidations or pay certain dividends and make other restricted payments. The Amended Credit Agreement includes the following financial covenants, which are measured quarterly on a trailing four-quarter basis: a maximum total debt to total asset value ratio, a maximum senior secured debt to total asset value ratio, a maximum ratio of certain recourse debt to unencumbered asset value and a minimum fixed charge coverage ratio. GLPI is permitted to pay dividends to its shareholders as may be required in order to maintain REIT status, subject to the absence of payment or bankruptcy defaults. GLPI is also permitted to make other dividends and distributions subject to pro forma compliance with the financial covenants and the absence of defaults. The Amended Credit Agreement also contains certain customary affirmative covenants and events of default, including the occurrence of a change of control and termination of the Amended PENN Master Lease (subject to certain replacement rights). The occurrence and continuance of an event of default under the Amended Credit Agreement will enable the lenders under the Amended Credit Agreement to accelerate the loans and terminate the commitments thereunder. At June 30, 2024, the Company was in compliance with all required financial covenants under the Amended Credit Agreement.

Senior Unsecured Notes

At June 30, 2024, the Company had $6,075.0 million of outstanding senior unsecured notes (the "Senior Notes"). Each of the Company's Senior Notes contain covenants limiting the Company’s ability to: incur additional debt and use its assets to secure debt; merge or consolidate with another company; and make certain amendments to the Amended PENN Master Lease. The Senior Notes also require the Company to maintain a specified ratio of unencumbered assets to unsecured debt. These covenants are subject to a number of important and significant limitations, qualifications and exceptions.
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The Company may redeem the Senior Notes of any series at any time, and from time to time, at a redemption price of 100% of the principal amount of the Senior Notes redeemed, plus a "make-whole" redemption premium described in the indenture governing the Senior Notes, together with accrued and unpaid interest to, but not including, the redemption date, except that if Senior Notes of a series are redeemed 90 or fewer days prior to their maturity, the redemption price will be 100% of the principal amount of the Senior Notes redeemed, together with accrued and unpaid interest to, but not including, the redemption date. If GLPI experiences a change of control accompanied by a decline in the credit rating of the Senior Notes of a particular series, the Company will be required to give holders of the Senior Notes of such series the opportunity to sell their Senior Notes of such series at a price equal to 101% of the principal amount of the Senior Notes of such series, together with accrued and unpaid interest to, but not including, the repurchase date. The Senior Notes also are subject to mandatory redemption requirements imposed by gaming laws and regulations. 
The Senior Notes were issued by GLP Capital, L.P. and GLP Financing II, Inc. (the "Issuers"), two consolidated subsidiaries of GLPI, and are guaranteed on a senior unsecured basis by GLPI. The guarantees of GLPI are full and unconditional. The Senior Notes are the Issuers' senior unsecured obligations and rank pari passu in right of payment with all of the Issuers' senior indebtedness, including the Amended Credit Agreement, and senior in right of payment to all of the Issuers' subordinated indebtedness, without giving effect to collateral arrangements.
The Senior Notes contain covenants limiting the Company’s ability to: incur additional debt and use its assets to secure debt; merge or consolidate with another company; and make certain amendments to the PENN Master Lease. The Senior Notes also require the Company to maintain a specified ratio of unencumbered assets to unsecured debt. These covenants are subject to a number of important and significant limitations, qualifications and exceptions.
At June 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 (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.

Investment securities held to maturity

As discussed in Note 2, in February 2024, the Company purchased U.S. Treasury Bills that will mature in August 2024. 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.
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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.

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):
 June 30, 2024December 31, 2023
 Carrying
Amount
Fair
Value
Carrying
Amount
Fair
Value
Financial assets:    
Cash and cash equivalents
$94,494 $94,494 $683,983 $683,983 
Investment securities held to maturity347,782 347,715   
Investment in leases, financing receivables, net2,312,021 2,053,036 2,023,606 1,969,326 
Real estate loans, net
90,372 94,407 39,036 40,299 
Deferred compensation plan assets
36,373 36,373 32,894 32,894 
Financial liabilities:    
Long-term debt:    
Amended Credit Agreement and Term Loan Credit Facility600,000 600,000 600,000 600,000 
Senior Notes6,075,000 5,803,095 6,075,000 5,816,919 

Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis
There were no other assets or liabilities measured at fair value on a nonrecurring basis during the six months ended June 30, 2024 and 2023.

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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. The majority of these matters are subject to indemnification and defense obligations of 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. 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 hotels 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.

As discussed in Note 1, the Company has also committed to providing up to $150 million (of which $93 million was funded as of June 30, 2024) of development funding via the Rockford Loan. Any borrowings under the Rockford Loan will be subject to an interest rate of 10%. The Rockford Loan has a draw period of up to 1 year and a maximum outstanding period of up to 6 years (5-year initial term with a 1-year extension). The Rockford Loan is prepayable without penalty following the opening of the Hard Rock Casino Rockford which is expected in late August 2024. The Rockford Loan advances are subject to customary construction lending terms and conditions.

On June 3, 2024, the Company announced that it has agreed to fund and oversee a landside move and hotel renovation of The Belle for Casino Queen. GLPI has committed to provide up to approximately $111 million of funding for the project (of which $7 million has been funded as of June 30, 2024), which is expected to be completed by September 2025. The casino will continue to operate during the construction period except while gaming equipment is being moved to the new facility. 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.

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.
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10.    Revenue Recognition

Revenues from Real Estate

As of June 30, 2024, 14 of the Company’s real estate investment properties were leased to a subsidiary of PENN under the Amended PENN Master Lease, 7 of the Company's real estate investment properties were leased to a subsidiary under the PENN 2023 Master Lease, 12 of the Company's real estate investment properties were leased to a subsidiary of PENN under the Amended Pinnacle Master Lease, 5 of the Company's real estate investment properties were leased to a subsidiary of Caesars under the Third Amended and Restated Caesars Master Lease, 3 of the Company's real estate investment properties were leased to a subsidiary of Boyd under the Boyd Master Lease, 8 of the Company's real estate investment properties were leased to a subsidiary of Bally's under the Bally's Master Lease, 2 of the Company's real estate investment properties were leased to a subsidiary of Cordish under the Pennsylvania Live! Master Lease, 4 of the Company's real estate properties were leased to a subsidiary of Casino Queen under the Third Amended and Restated Casino Queen Master Lease and 3 of the Company's real estate investment properties were leased to subsidiaries of Strategic under the Strategic Gaming Leases. Additionally, the land under PENN's Hollywood Casino Morgantown is subject to the Morgantown Lease. 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 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 and each lease year thereafter. In addition, the guaranteed fixed escalations in the new initial lease term are recognized on a straight-line basis.
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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 on the Third Amended and Restated Casino Queen Master Lease 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.

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.

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.

On August 29, 2023, the Company acquired the land associated with a development project in Rockford, IL. Simultaneously with the land acquisition, GLPI 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.

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On February 6, 2024, the Company announced it had acquired the real estate assets of Tioga Downs. Simultaneously with the acquisition, GLPI entered into the Tioga Downs Lease which has an initial lease term of 30 years and initial annual rent that is subject to annual fixed escalations of 1.75% beginning with the first anniversary which increases to 2% beginning in year fifteen of the lease through the remainder of its initial term.

On May 16, 2024, the Company acquired the real estate assets of Silverado, DMG, and Baldini's. Simultaneous with the acquisition, GLPI and affiliates of Strategic entered into the Strategic Gaming Leases. The rent is subject to a fixed 2.0% annual escalation beginning in year three of the lease and a CPI-based annual escalation beginning in year 11 of the lease, at the greater of 2% or CPI capped at 2.5%.

Furthermore, the Company's master leases with percentage rent provide for a floor on the percentage rent described above, should the Company's tenants acquire or commence operating a competing facility within a restricted area (typically 60 miles from a property under the existing master lease with such tenant). These clauses provide landlord protections by basing the percentage rent floor for any affected facility on the net revenues of such facility for the calendar year immediately preceding the year in which the competing facility is acquired or first operated by the tenant. 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.
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Details of the Company's income from real estate for the three and six months ended June 30, 2024 was as follows (in thousands):
Three Months Ended June 30, 2024Six Months Ended June 30, 2024
Building base rent $286,638 $569,296 
Land base rent43,387 86,773 
Percentage rent and other rental revenue17,564 34,178 
Interest income on real estate loans1,837 2,914 
Total cash income$349,426 $693,161 
Straight-line rent adjustments15,790 31,580 
Ground rent in revenue8,634 17,189 
Accretion on financing receivables6,776 14,660 
Total income from real estate$380,626 $756,590 

As of June 30, 2024, the future minimum rental income from the Company's rental properties under non-cancelable operating leases, including any reasonably assured renewal periods, was as follows (in thousands):
Year ending December 31,Future Rental Payments ReceivableStraight-Line Rent Adjustments (1)Future Base Ground Rents ReceivableFuture Income to be Recognized Related to Operating Leases
2024 (remainder of year)$625,347 $30,630 $6,506 $662,483 
20251,249,780 57,055 13,007 1,319,842 
20261,158,629 49,756 12,180 1,220,565 
20271,116,076 42,967 11,302 1,170,345 
20281,118,221 36,079 11,184 1,165,484 
Thereafter5,906,870 33,149 56,127 5,996,146 
Total$11,174,923 $249,636 $110,306 $11,534,865 
(1)    Includes a $3.6 million tenant improvement allowance that is being amortized over the life of a tenant lease.
The table above presents the cash rent the Company expects to receive from its tenants, including adjustments to recognize this rent on a straight-line basis over the lease term. The Company also includes the future non-cash revenue it expects to recognize from the fixed portion of tenant paid ground leases in the table above. See Note 3 for the future contractual cash receipts to be received by the Company under its Investment in leases, financing receivables, net.
The Company may periodically loan funds to casino 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, and unvested performance-based restricted shares. 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 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.

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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 six months ended June 30, 2024 and 2023: 
        
 Three Months Ended June 30,Six Months Ended June 30,
 2024202320242023
 (in thousands)
Determination of shares:    
Weighted-average common shares outstanding271,501 262,490 271,496 262,142 
Assumed conversion of restricted stock awards133 147 123 138 
Assumed conversion of performance-based restricted stock awards
431 763 423 749 
Diluted weighted-average common shares outstanding272,065 263,400 272,042 263,029 

The following table presents the calculation of basic and diluted EPS for the Company’s common stock for the three and six months ended June 30, 2024 and 2023: 
        
 Three Months Ended June 30,Six Months Ended June 30,
 2024202320242023
 (in thousands, except per share data)
Calculation of basic EPS:    
Net income attributable to common shareholders$208,250 $155,630 $382,714 $338,981 
Less: Net income allocated to participating securities(103)(87)(174)(178)
Net income for earnings per share purposes$208,147 $155,543 $382,540 $338,803 
Weighted-average common shares outstanding271,501 262,490 271,496 262,142 
Basic EPS$0.77 $0.59 $1.41 $1.29 
Calculation of diluted EPS:    
Net income attributable to common shareholders$208,250 $155,630 $382,714 $338,981 
Diluted weighted-average common shares outstanding272,065 263,400 272,042 263,029 
Diluted EPS$0.77 $0.59 $1.41 $1.29 
Antidilutive securities excluded from the computation of diluted earnings per share90 111 106 116 

12.    Equity

Common stock issuance

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
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will pay the relevant forward seller a commission of up to 2% of the sales price of all borrowed shares of common stock sold during the applicable selling period of the forward sale agreement. During the six months ended June 30, 2024, the Company sold 0.2 million shares of its common stock under the 2022 ATM Program which raised net proceeds of $9.0 million. As of June 30, 2024, the Company had $584.6 million remaining for issuance under the 2022 ATM Program. Subsequent to June 30, 2024, the Company sold 2.9 million shares of its common stock under the 2022 ATM Program which raised net proceeds of $139.4 million.

Non-controlling interests

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 June 30, 2024, the Company holds a 97.1% 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 $6.2 million and $12.3 million in distributions to the non-controlling interest holders concurrently with the dividends paid to the Company's common shareholders, during the three and six month periods ended June 30, 2024, respectively. The Company paid $5.5 million and $12.9 million in distributions to the non-controlling interest holders concurrently with the dividends paid to the Company's common shareholders, during the three and six month periods ended June 30, 2023, respectively.

Dividends

The following table lists the dividends declared and paid by the Company during the six months ended June 30, 2024 and 2023:
Declaration DateShareholder Record DateSecurities ClassDividend Per SharePeriod CoveredDistribution DateDividend Amount
(in thousands)
2024
February 26, 2024March 15, 2024Common Stock$0.76First Quarter 2024March 29, 2024$206,340
May 20, 2024June 7, 2024Common Stock$0.76Second Quarter 2024June 21, 2024$206,340
2023
February 22, 2023March 10, 2023Common Stock$0.72First Quarter 2023March 24, 2023$188,896
February 22, 2023March 10, 2023Common Stock$0.25First Quarter 2023March 24, 2023$65,588
June 1, 2023June 16, 2023Common Stock$0.72Second Quarter 2023June 30, 2023$189,095

In addition, for the three and six months ended June 30, 2024 dividend payments were made to GLPI restricted stock award holders in the amount of $0.3 million and $0.5 million, respectively. In addition, for the three and six months ended June 30, 2023, dividend payments were made to GLPI restricted stock award holders in the amount of $0.2 million and $0.5 million, respectively. On February 22, 2023, the Company declared a first quarter dividend of $0.72 per share in addition to a special earnings and profit dividend related to the sale of the Tropicana Las Vegas building of $0.25 per share on the Company's common stock.


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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 June 30, 2024, there was $7.3 million of total unrecognized compensation cost for restricted stock awards that will be recognized over the grants' remaining weighted average vesting period of 1.80 years. For the three and six months ended June 30, 2024, the Company recognized $1.6 million and $5.8 million of compensation expense associated with these awards, compared to $1.4 million and $5.7 million for the three and six months ended June 30, 2023, within general and administrative expenses on the condensed consolidated statements of income.

The following table contains information on restricted stock award activity for the six months ended June 30, 2024:
 Number of Award
Shares
Outstanding at December 31, 2023269,929 
Granted263,328 
Released(215,685)
Outstanding at June 30, 2024317,572 
 
Performance-based restricted stock awards have a three-year cliff vesting with the amount of restricted shares vesting at the end of the three-year period determined based upon the Company’s performance as measured against its peers.  More specifically, the percentage of shares vesting at the end of the measurement period will be based on the Company’s three-year total shareholder return measured against the three-year total shareholder return of the companies included in the MSCI US REIT index and the Company's stock performance ranking among a group of triple-net REIT peer companies. As of June 30, 2024, there was $23.5 million of total unrecognized compensation cost, which will be recognized over the performance-based restricted stock awards' remaining weighted average vesting period of 1.94 years.  For the three and six months ended June 30, 2024, the Company recognized $3.9 million and $7.8 million of compensation expense associated with these awards within general and administrative expenses on the condensed consolidated statements of income compared to $3.6 million and $7.1 million for the corresponding periods in the prior year.

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

Number of  Performance-Based Award Shares
Outstanding at December 31, 20231,492,000 
Granted523,000 
Released(478,000)
Outstanding at June 30, 20241,537,000 


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14.    Supplemental Disclosures of Cash Flow Information and Noncash Activities

Supplemental disclosures of cash flow information are as follows:
 Three Months Ended June 30,Six Months Ended June 30,
 2024202320242023
(in thousands)
Cash paid for income taxes, net of refunds received $2,399 $1,086 $2,399 $979 
Cash paid for interest$88,592 $74,093 $167,626 $156,088 

Noncash Investing and Financing Activities

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 May 16, 2024, the Company acquired the real estate assets of Silverado, the DMG Casino, and Baldini's for $105 million, plus an additional $5 million that was funded at closing to reimburse the tenant for capital improvements. Simultaneous with the acquisition, GLPI and affiliates of Strategic entered into two cross-defaulted triple-net lease agreements, each for an initial 25-year term with two ten-year renewal periods. The transaction was accounted for as a failed sale leaseback and the purchase price allocation of these assets and liabilities based on their respective fair values at the acquisition date are summarized below (in thousands).


Investment in leases, financing receivables116,217 
Financing lease liabilities(6,054)
Total purchase price110,163 
On February 6, 2024, the Company acquired the real estate assets of Tioga Downs, in Nichols, NY from American Racing for $175.0 million which comprised of cash, assumed debt that was repaid after closing, and OP Units. Simultaneously with the acquisition, GLPI 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 land and 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).

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Land and improvements$321,155 
Building and improvements306,100 
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, that upon opening is intended to be managed by a subsidiary of Hard Rock, from an affiliate of 815 Entertainment. Simultaneously with the land acquisition, GLPI 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 improvements690 
Total purchase price$32,722 



16.    Subsequent Events

On July 12, 2024, the Company announced that it entered into a binding term sheet with Bally’s pursuant to which the Company intends to acquire the real property assets of Bally’s Kansas City Casino (“Bally’s Kansas City”) and Bally’s Shreveport Casino & Hotel (“Bally’s Shreveport”) as well as the land under Bally’s planned permanent Chicago casino site, and fund the construction of certain real property improvements of the Bally’s Chicago Casino Resort (“Bally’s Chicago”) for aggregate consideration of approximately $1.585 billion, which would represent a blended 8.3% initial cash yield. In addition, GLPI secured adjustments to improve the purchase price and related cap rate related to the existing, previously announced, contingent purchase option for Bally’s Lincoln, as well as the addition of a right for GLPI to call the asset beginning on October 1, 2026. The term sheet represents a binding agreement between GLPI and Bally's unless or until superseded by long-form definitive documents reflecting mutually agreed transaction terms and conditions in further detail. No assurance can be given that the contemplated transactions will be completed on the proposed terms and/or timeline or at all.

GLPI intends to fund construction hard costs of up to $940.0 million at an 8.5% initial cash yield with the remainder to be funded by Bally’s with the sale leaseback proceeds related to Bally’s Kansas City and Bally’s Shreveport along with other funding sources such as Bally’s Chicago’s planned initial public offering and cash flows from operations. Funding is expected to occur from August 2024 through December 2026. GLPI would own all funded improvements, which would be leased to Bally’s with rent commencing at a rate of 8.5% as advances are made.

In addition to the development funding of hard costs, GLPI also intends to acquire the Chicago land for approximately $250 million before development begins. Upon GLPI’s purchase of the Chicago land GLPI expects that rent will commence under a new lease carrying a 15 year initial term with an initial cash yield of 8.0%. The new lease will be cross-defaulted with the construction development funding agreement. Upon completion of the improvements and acquisition of the land, GLPI expects to own substantially all of the real estate land and improvements related to the Chicago casino and hotel for a total investment of $1.19 billion and blended initial cash investment yield of 8.4%.

GLPI intends to purchase the real property assets of both Bally’s Kansas City and Bally’s Shreveport for total consideration of $395 million. The two properties would be in a new Bally’s Master Lease that would be cross-defaulted with the existing Bally’s Master Lease with initial cash rent pursuant to the agreement for the two new properties of $32.2 million, representing an 8.2% initial cash capitalization rate. The Company expects to close on the proposed Bally’s Kansas City and Bally’s Shreveport sale leaseback transactions as early as the fourth quarter of 2024, subject to customary regulatory and other approvals.
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In total, the Chicago, Kansas City, and Shreveport transactions represent a blended 8.3% yield and are expected to be funded on a staggered basis with cash on hand, retained operational cash flow, availability from the Revolver, and proceeds from potential capital markets activity.

The transactions are subject to several conditions as well as certain third-party consents and regulatory approvals. Key conditions include but are not limited to: (a) valid assignment of the current ground lease to GLPI or acquisition by GLPI of the fee interest in Chicago; (b) the final structure and pro forma capitalization of Bally’s following the proposed acquisition of Bally's by Standard General, or similar transaction, in the event any agreement is reached with the board of directors of Bally’s; (c) completion of customary due diligence on the Chicago site; and (d) receipt of all necessary gaming regulatory and other third party approvals.

GLPI and Bally’s have further agreed to adjust GLPI’s existing contingent purchase option for Bally’s Lincoln to reflect a purchase price of $735 million, which has been reduced from $771 million. The purchase price adjustment results in the initial cash yield’s favorable adjustment from 7.6% to 8.0% based on $58.8 million initial cash rent. GLPI has also been granted a call right, subject only to regulatory approval, beginning on October 1, 2026 to ensure that GLPI has the opportunity to acquire the property prior to the expiration of the current option period.
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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 
Our Operations
GLPI is a self-administered and self-managed Pennsylvania REIT. GLPI was incorporated on February 13, 2013, as a wholly-owned subsidiary of PENN Entertainment, Inc., formerly known as Penn National Gaming, Inc. (NASDAQ: PENN) ("PENN"). On November 1, 2013, PENN contributed to GLPI, through a series of internal corporate restructurings, substantially all of the assets and liabilities associated with PENN’s real property interests and real estate development business, as well as the assets and liabilities of Hollywood Casino Baton Rouge and Hollywood Casino Perryville (which are referred to as the "TRS Properties") and then spun-off GLPI to holders of PENN's common and preferred stock in a tax-free distribution (the "Spin-Off"). The assets and liabilities of GLPI were recorded at their respective historical carrying values at the time of the Spin-Off in accordance with the provisions of Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") 505-60 - Spinoffs and Reverse Spinoffs ("ASC 505").

The Company elected on its U.S. federal income tax return for its taxable year that began on January 1, 2014 to be treated as a REIT and GLPI, together with its indirect wholly-owned subsidiary, GLP Holdings, Inc., jointly elected to treat each of GLP Holdings, Inc., Louisiana Casino Cruises, Inc. (d/b/a Hollywood Casino Baton Rouge) and Penn Cecil Maryland, Inc. (d/b/a Hollywood Casino Perryville) as a taxable REIT subsidiary ("TRS") effective on the first day of the first taxable year of GLPI as a REIT. In connection with the Spin-Off, PENN allocated its accumulated earnings and profits (as determined for U.S. federal income tax purposes) for periods prior to the consummation of the Spin-Off between PENN and GLPI. In connection with its election to be taxed as a REIT for U.S. federal income tax purposes, GLPI declared a special dividend to its shareholders to distribute any accumulated earnings and profits relating to the real property assets and attributable to any pre-REIT years, including any earnings and profits allocated to GLPI in connection with the Spin-Off, to comply with certain REIT qualification requirements.

On July 1, 2021, the Company sold the operations of Hollywood Casino Perryville to PENN and leased the real estate to PENN pursuant to a standalone lease. On December 17, 2021, the Company sold the operations of Hollywood Casino Baton Rouge to The Queen Casino & Entertainment Inc., formerly known as CQ Holding Company, Inc., ("Casino Queen") and leased the real estate to Casino Queen pursuant to the Second Amended and Restated Casino Queen Master Lease as described below. On December 17, 2021, GLPI declared a special dividend to the Company's shareholders to distribute the accumulated earnings and profits attributable to these sales. In 2021, subsequent to the sale of the operations of the TRS Properties, GLP Holdings, Inc. was merged into GLP Capital, L.P., the operating partnership of GLPI ("GLP Capital").

During 2020, the Company and Tropicana LV, LLC, a wholly owned subsidiary of the Company that at the time held the real estate of the Tropicana Las Vegas Casino Hotel Resort ("Tropicana Las Vegas"), elected to treat Tropicana LV, LLC as a TRS. In September 2022, Bally's Corporation (NYSE: BALY) ("Bally's") acquired both the building assets from GLPI and PENN's outstanding equity interests in Tropicana Las Vegas. GLPI retained ownership of the land and entered into a ground lease with Bally's. In connection with this transaction, Tropicana LV, LLC was merged into GLP Capital. GLPI paid a special earnings and profits dividend of $0.25 per share in the first quarter of 2023 related to the sale of the building to Bally's.

As partial consideration for the transactions with The Cordish Companies ("Cordish") described below, GLP Capital issued 7,366,683 newly-issued operating partnership units ("OP Units") to affiliates of Cordish. OP Units are exchangeable for common shares of the Company on a one-for-one basis, subject to certain terms and conditions. Such issuance of OP Units to Cordish in exchange for its contribution of certain real property assets resulted in GLP Capital becoming treated as a partnership for income tax purposes, with GLPI being deemed to contribute substantially all of the assets and liabilities of GLP Capital in exchange for the general partnership and a majority of the limited partnership interests, and a minority limited partnership interest being owned by Cordish (the "UPREIT Transaction"). In advance of the UPREIT Transaction, the Company, together with GLP Financing II, Inc. jointly elected for GLP Financing II, Inc. to be treated as a TRS effective December 23, 2021. On January 3, 2023, the Company issued 286,643 OP Units to affiliates of Bally's in connection with its acquisition of Bally's Hard Rock Hotel & Casino Biloxi ("Bally's Biloxi") and Bally's Tiverton Casino & Hotel ("Bally's Tiverton"). On February 6, 2024, the Company also issued 434,304 OP Units in connection with the acquisition of the real estate assets of Tioga Downs Casino Resort ("Tioga Downs") from American Racing & Entertainment LLC ("American Racing"). There were 8,087,630 OP Units outstanding as of June 30, 2024.

GLPI’s primary business consists of acquiring, financing, and owning real estate property to be leased to gaming operators in triple-net lease arrangements. As of June 30, 2024, GLPI’s portfolio consisted of interests in 65 gaming and related facilities, including the real property associated with 34 gaming and related facilities operated by PENN, the real property associated with 6 gaming and related facilities operated by Caesars Entertainment, Inc. (NASDAQ: CZR) ("Caesars"), the real property associated with 4 gaming and related facilities operated by Boyd Gaming Corporation (NYSE: BYD) ("Boyd"), the real property associated with 9 gaming and related facilities operated by Bally's, the real property associated with 3 gaming and
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related facilities operated by Cordish, the real property associated with 4 gaming and related facilities operated by Casino Queen, 1 gaming facility under construction that upon opening is intended to be managed by a subsidiary of Hard Rock International ("Hard Rock"), 3 gaming and related facilities operated by Strategic Gaming Management, LLC ("Strategic") and 1 gaming and related facility operated by American Racing. These facilities, including our corporate headquarters building, are geographically diversified across 20 states and contain approximately 29.3 million square feet. As of June 30, 2024, the Company's properties were 100% occupied. GLPI expects to continue growing its portfolio by pursuing opportunities to acquire additional gaming facilities to lease to gaming operators under prudent terms.
The majority of our earnings are the result of the rental revenues we receive from our triple-net master leases with PENN, Boyd, Bally's, Cordish, Casino Queen and Caesars. In addition to rent, the tenants are required to pay the following executory costs: (1) all facility maintenance, (2) all insurance required in connection with the leased properties and the business conducted on the leased properties, including coverage of the landlord's interests, (3) taxes levied on or with respect to the leased properties (other than taxes on the income of the lessor) and (4) all utilities and other services necessary or appropriate for the leased properties and the business conducted on the leased properties. 
Additionally, in accordance with ASC 842, we record revenue for the ground lease rent paid by our tenants with an offsetting expense in land rights and ground lease expense within the Condensed Consolidated Statements of Income as we have concluded that as the lessee we are the primary obligor under the ground leases. We sublease these ground leases back to our tenants, who are responsible for payment directly to the landlord.

PENN 2023 Master Lease and Amended PENN Master Lease

As a result of the Spin-Off, GLPI owns substantially all of PENN’s former real property assets (as of the consummation of the Spin-Off) and leases back most of those assets to PENN for use by its subsidiaries pursuant to a unitary master lease (the initial form of such lease the "Original PENN Master Lease"). The Original PENN Master Lease was a triple-net lease, the term of which was scheduled to expire on October 31, 2033, with no purchase option, followed by three remaining 5-year renewal options (exercisable by the tenant) on the same terms and conditions extending to October 31, 2048.

On October 10, 2022, the Company announced that it agreed to create a new master lease with PENN for seven of PENN's properties (the "PENN 2023 Master Lease"). The companies also agreed to a funding mechanism to support PENN's pursuit of relocation and development opportunities at several of the properties included in the PENN 2023 Master Lease.

Pursuant to this agreement, the Original PENN Master Lease was amended (the "Amended PENN Master Lease") to remove PENN's properties in Aurora and Joliet, Illinois; Columbus and Toledo, Ohio; and Henderson, Nevada. The properties removed from the Original PENN Master Lease were added to the PENN 2023 Master Lease. In addition, the existing leases for the Hollywood Casino at The Meadows in Pennsylvania (the "Meadows Lease") and the Hollywood Casino Perryville in Maryland (the "Perryville Lease") were terminated and these properties were transferred into the PENN 2023 Master Lease. Both the Amended PENN Master Lease and the PENN 2023 Master Lease are triple-net operating leases, that became effective on January 1, 2023, the terms of which expire on October 31, 2033, with no purchase options, followed by three remaining 5-year renewal options (exercisable by the tenant) on the same terms and conditions extending to October 31, 2048.

GLPI agreed to fund up to $225 million for the relocation of PENN's riverboat casino in Aurora at a 7.75% cap rate and, if requested by PENN, will fund up to $350 million for the relocation of the Hollywood Casino Joliet, as well as the construction of a hotel at Hollywood Casino Columbus and the construction of a second hotel tower at the M Resort Spa Casino at then current market rates.

Amended Pinnacle Master Lease, Boyd Master Lease and Belterra Park Lease

In April 2016, the Company acquired substantially all of the real estate assets of Pinnacle Entertainment, Inc. ("Pinnacle") for approximately $4.8 billion. GLPI originally leased these assets back to Pinnacle, under a unitary triple-net lease, the term of which expires April 30, 2031, with no purchase option, followed by four remaining 5-year renewal options (exercisable by the tenant) on the same terms and conditions (the "Pinnacle Master Lease"). On October 15, 2018, the Company completed its previously announced transactions with PENN, Pinnacle and Boyd to accommodate PENN's acquisition of the majority of Pinnacle's operations, pursuant to a definitive agreement and plan of merger between PENN and Pinnacle, dated December 17, 2017 (the "PENN-Pinnacle Merger"). Concurrent with the PENN-Pinnacle Merger, the Company amended the Pinnacle Master Lease to allow for the sale of the operating assets of Ameristar Casino Hotel Kansas City, Ameristar Casino Resort Spa St. Charles and Belterra Casino Resort from Pinnacle to Boyd (the "Amended Pinnacle Master Lease") and entered into a new unitary triple-net master lease agreement with Boyd (the "Boyd Master Lease") for these properties on terms similar to the Company’s Amended Pinnacle Master Lease. The Boyd Master Lease has an initial term of 10 years (from the original
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April 2016 commencement date of the Pinnacle Master Lease and expiring April 30, 2026), with no purchase option, followed by five 5-year renewal options (exercisable by the tenant) on the same terms and conditions. The Company also purchased the real estate assets of Plainridge Park Casino ("Plainridge Park") from PENN for $250.0 million, exclusive of transaction fees and taxes, and added this property to the Amended Pinnacle Master Lease. The Amended Pinnacle Master Lease was assumed by PENN at the consummation of the PENN-Pinnacle Merger. The Company also entered into a mortgage loan agreement with Boyd in connection with Boyd's acquisition of Belterra Park Gaming & Entertainment Center ("Belterra Park"), whereby the Company loaned Boyd $57.7 million (the "Belterra Park Loan"). In May 2020, the Company acquired the real estate of Belterra Park in satisfaction of the Belterra Park Loan, subject to a long-term lease (the "Belterra Park Lease") with a Boyd affiliate operating the property. The Belterra Park Lease rent terms are consistent with the Boyd Master Lease. The annual rent is comprised of a fixed component, part of which is subject to an annual escalator of up to 2% if certain rent coverage ratio thresholds are met, and a component that is based on the performance of the facilities which is adjusted, subject to certain floors, every two years to an amount equal to 4% of the average annual net revenues of Belterra Park during the preceding two years in excess of a contractual baseline.

Third Amended and Restated Caesars Master Lease

On October 1, 2018, the Company closed its previously announced transaction to acquire certain real property assets from Tropicana Entertainment Inc. ("Tropicana") and certain of its affiliates pursuant to a Purchase and Sale Agreement dated April 15, 2018 between Tropicana and GLP Capital, which was subsequently amended on October 1, 2018 (as amended, the "Amended Real Estate Purchase Agreement"). Pursuant to the terms of the Amended Real Estate Purchase Agreement, the Company acquired the real estate assets of Tropicana Atlantic City, Tropicana Evansville, Tropicana Laughlin, Trop Casino Greenville and the Belle of Baton Rouge ("The Belle") (the "GLP Assets") from Tropicana for an aggregate cash purchase price of $964.0 million, exclusive of transaction fees and taxes (the "Tropicana Acquisition"). Concurrent with the Tropicana Acquisition, Eldorado Resorts, Inc. (now doing business as Caesars) acquired the operating assets of these properties from Tropicana pursuant to an Agreement and Plan of Merger dated April 15, 2018 by and among Tropicana, GLP Capital, Caesars and a wholly-owned subsidiary of Caesars and leased the GLP Assets from the Company pursuant to the terms of a new unitary triple-net master lease with an initial term of 15 years, with no purchase option, followed by four successive 5-year renewal periods (exercisable by the tenant) on the same terms and conditions (the "Caesars Master Lease").

On June 15, 2020, the Company amended and restated the Caesars Master Lease (as amended, the "Amended and Restated Caesars Master Lease") to, (i) extend the initial term of 15 years to 20 years, with renewals of up to an additional 20 years at the option of Caesars, (ii) remove the variable rent component in its entirety commencing with the third lease year, (iii) in the third lease year, increase annual land base rent and annual building base rent, (iv) provide fixed escalation percentages that delay the escalation of building base rent until the commencement of the fifth lease year with building base rent increasing annually by 1.25% in the fifth and sixth lease years, 1.75% in the seventh and eighth lease years and 2% in the ninth lease year and each lease year thereafter, (v) subject to the satisfaction of certain conditions, permit Caesars to elect to replace the Tropicana Evansville and/or Trop Casino Greenville properties under the Amended and Restated Caesars Master Lease with one or more of Caesars Gaming Scioto Downs, The Row in Reno, Isle Casino Racing Pompano Park, Isle Casino Hotel – Black Hawk, Lady Luck Casino – Black Hawk, Isle Casino Waterloo ("Waterloo"), Isle Casino Bettendorf ("Bettendorf") or Isle of Capri Casino Boonville, provided that the aggregate value of such new property, individually or collectively, was at least equal to the value of Tropicana Evansville or Tropicana Greenville, as applicable, (vi) permit Caesars to elect to sell its interest in The Belle and sever it from the Amended and Restated Caesars Master Lease (with no change to the rent obligation to the Company), subject to the satisfaction of certain conditions, and (vii) provide certain relief under the operating, capital expenditure and financial covenants thereunder in the event of facility closures due to pandemics, governmental restrictions and certain other instances of unavoidable delay. The effectiveness of the Amended and Restated Caesars Master Lease was subject to the review and approval of certain gaming regulatory agencies and the expiration of applicable gaming regulatory advance notice periods which conditions were satisfied on July 23, 2020.

On December 18, 2020, the Company and Caesars amended and restated the Amended and Restated Caesars Master Lease (as amended and restated, the "Second Amended and Restated Caesars Master Lease") in connection with the completion of an Exchange Agreement (the "Exchange Agreement") with subsidiaries of Caesars in which Caesars transferred to the Company the real estate assets of Waterloo and Bettendorf in exchange for the transfer by the Company to Caesars of the real property assets of Tropicana Evansville, plus a cash payment of $5.7 million. In connection with the Exchange Agreement, the annual building base rent and the annual land base rent were increased.

On November 13, 2023, the Company and Caesars amended and restated the Second Amended and Restated Caesars Master Lease (as amended and restated, the "Third Amended and Restated Caesars Master Lease") in connection with Caesars selling its interest in The Belle to Casino Queen with no change in rent obligation to the Company.
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Horseshoe St. Louis Lease

On October 1, 2018, the Company entered into a loan agreement with Caesars in connection with Caesars’s acquisition of Lumière Place Casino, now known as Horseshoe St. Louis, whereby the Company loaned Caesars $246.0 million (the "CZR loan"). The CZR loan bore interest at a rate equal to (i) 9.09% until October 1, 2019 and (ii) 9.27% until its maturity. On the one-year anniversary of the CZR loan, the mortgage evidenced by a deed of trust on the Horseshoe St. Louis property terminated and the loan became unsecured. On June 24, 2020, the Company received approval from the Missouri Gaming Commission to own the real estate assets of the Horseshoe St. Louis property in satisfaction of the CZR loan. On September 29, 2020, the transaction closed and the Company entered into a new single property triple net lease with an affiliate of Caesars (the "Horseshoe St. Louis Lease") the initial term of which expires on October 31, 2033, with four separate renewal options of five years each, exercisable at the tenant's option. The Horseshoe St. Louis Lease was amended on December 1, 2021 to adjust the rent terms such that the annual escalator is now fixed at 1.25% for the second through fifth lease years, increasing to 1.75% for the sixth and seventh lease years and thereafter increasing by 2.0% for the remainder of the lease.

Bally's Master Lease

On June 3, 2021, the Company completed its previously announced transaction pursuant to which a subsidiary of Bally's acquired 100% of the equity interests in the Caesars subsidiary that currently operates Tropicana Evansville and the Company reacquired the real property assets of Tropicana Evansville from Caesars for a cash purchase price of approximately $340.0 million. In addition, the Company purchased the real estate assets of Dover Downs Hotel & Casino (now Bally's Dover Casino Resort) from Bally's for a cash purchase price of approximately $144.0 million. The real estate assets of these two facilities were added to a new triple net master lease (the "Bally's Master Lease") the annual rent of which is subject to contractual escalations based on the Consumer Price Index ("CPI") with a 1% floor and a 2% ceiling, subject to the CPI meeting a 0.5% threshold. The Bally's Master Lease has an initial term of 15 years, with no purchase option, followed by four 5 year renewal options (exercisable by the tenant) on the same terms and conditions.

The Company completed the acquisitions of the real estate assets of Bally's Black Hawk and Bally's Quad Cities on April 1, 2022 and Bally's Biloxi and Bally's Tiverton on January 3, 2023. The existing Bally's Master Lease was amended to add these properties with annual rent increases that are subject to the escalation clauses described above.

In connection with GLPI’s commitment to consummate the Bally’s Biloxi and Bally's Tiverton acquisitions, the Company also agreed to pre-fund, at Bally’s election, a deposit of up to $200.0 million, which was funded in September 2022. This amount was credited to GLPI along with a $9.0 million transaction fee payable at closing which occurred on January 3, 2023. The Company continues to have the option, subject to receipt by Bally's of required consents, to acquire the real property assets of Bally's Twin River Lincoln Casino Resort ("Bally's Lincoln") prior to December 31, 2026 for a purchase price of $735.0 million, which has been reduced from $771.0 million and additional rent of $58.8 million. See Note 16 in the Notes to the Financial Statements for other developments with Bally's.

Tropicana Las Vegas Lease

On April 16, 2020, the Company and certain of its subsidiaries closed on its previously announced transaction to acquire the real property associated with the Tropicana Las Vegas from PENN in exchange for $307.5 million of rent credits which were applied against future rent obligations due under the parties' existing leases during 2020.

On September 26, 2022, Bally’s acquired both GLPI’s building assets and PENN's outstanding equity interests in Tropicana Las Vegas for an aggregate cash acquisition price, net of fees and expenses, of approximately $145 million. GLPI retained ownership of the land and concurrently entered into a ground lease for an initial term of 50 years (with a maximum term of 99 years inclusive of tenant renewal options). All rent is subject to contractual escalations based on the CPI, with a 1% floor and 2% ceiling, subject to the CPI meeting a 0.5% threshold. The ground lease is supported by a Bally’s corporate guarantee and cross-defaulted with the Bally's Master Lease (the "Tropicana Las Vegas Lease").
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On May 13, 2023, the Company, Tropicana Las Vegas, Inc., a Nevada corporation and wholly owned subsidiary of Bally’s, and Athletics Holdings LLC (“Athletics”), which owns the Major League Baseball team currently known as the Oakland Athletics (the “Team”), entered into a binding letter of intent (the “LOI”) setting forth the terms for developing a stadium that would serve as the home venue for the Team (the “Stadium”). The Stadium is expected to complement the potential resort redevelopment envisioned at our 35-acre property in Clark County, Nevada (the “Tropicana Site”), owned indirectly by GLPI through its indirect subsidiary, Tropicana Land LLC, a Nevada limited liability company and leased by GLPI to Bally’s pursuant to the Tropicana Las Vegas Lease. The LOI allows for Athletics to be granted fee ownership by GLPI of approximately 9 acres of the Tropicana Site for construction of the Stadium. The LOI provides that following the Stadium site transfer, there will be no reduction in the rent obligations of Bally’s on the remaining portion of the Tropicana Site or other modifications to the ground lease, and that to the extent GLPI has any consent or approval rights under the Tropicana Las Vegas Lease, such rights shall remain enforceable unless expressly modified in writing in the definitive documents. Bally's and GLPI are agreeing to provide the Stadium site transfer in exchange for the benefits that the Stadium is expected to bring to the Tropicana Site. The LOI provides that Athletics shall pay all the costs associated with the design, development, and construction of the Stadium and Bally’s shall pay all costs for the redevelopment of the casino and hotel resort amenities. GLPI is expected to commit to up to $175.0 million of funding for hard construction costs, such as demolition and site preparation and build out of minimum public spaces needed for utilization of the Stadium. The LOI provides that during the development period, rent will be due at 8.5% of what has been funded, provided that the first $15.0 million advanced for the costs of construction of the food, beverage and retail entrance plaza shall not be subject to increased rent. GLPI may have the opportunity to fund additional amounts of the construction under certain circumstances. In addition, the LOI provides that the transaction will be subject to customary approvals and other conditions, including, without limitation, approval of a master plan for the site, and certain approvals by the Nevada Gaming Control Board and Nevada Gaming Commission.

Morgantown Lease

On October 1, 2020, the Company and PENN closed on their previously announced transaction whereby GLPI acquired the land under PENN's gaming facility under construction in Morgantown, Pennsylvania in exchange for $30.0 million in rent credits that were utilized by PENN in the fourth quarter of 2020. The Company is leasing the land back to an affiliate of PENN for an initial term of 20 years, followed by six 5-year renewal options exercisable by the tenant. On the opening date of the gaming facility and on each anniversary thereafter for each of the following three lease years rent increased by 1.5% annually (on a prorated basis for the remainder of the lease year in which the gaming facility opened) and commencing on the fourth anniversary of the opening date and for each anniversary thereafter, (i) if the CPI increase is at least 0.5% for any lease year, the rent for such lease year shall increase by 1.25% of rent as of the immediately preceding lease year, and (ii) if the CPI increase is less than 0.5% for such lease year, then the rent shall not increase for such lease year (the "Morgantown Lease"). Hollywood Casino Morgantown opened on December 22, 2021.

Third Amended and Restated Casino Queen Master Lease

On November 25, 2020, the Company entered into a definitive agreement to sell the operations of its Hollywood Casino Baton Rouge to Casino Queen for $28.2 million (the "HCBR transaction"). The HCBR transaction closed on December 17, 2021. The Company retained ownership of all real estate assets at Hollywood Casino Baton Rouge and simultaneously entered into a triple net master lease with Casino Queen, which includes the Casino Queen property in East St. Louis that was leased by the Company to Casino Queen and the Hollywood Casino Baton Rouge facility (the "Second Amended and Restated Casino Queen Master Lease"). The lease has an initial term of 15 years with four 5-year renewal options (exercisable by the tenant) on the same terms and conditions. The annual rent increases by 0.5% for the first six years. Beginning with the seventh lease year through the remainder of the lease term, if the CPI increases by at least 0.25% for any lease year then annual rent shall be increased by 1.25%, and if the CPI increase is less than 0.25% then rent will remain unchanged for such lease year. Additionally, the Company's landside development project at Casino Queen Baton Rouge was completed in late August 2023 and the rent under the Second Amended and Restated Casino Queen Master Lease was adjusted upon opening to reflect a yield of 8.25% on GLPI's project costs of $77 million. The Company then entered into an amendment to the Second Amended and Restated Casino Queen Master Lease, in connection with the acquisition of the land and certain improvements at Casino Queen Marquette for $32.72 million as of September 6, 2023 and annual rent was increased by $2.7 million for this acquisition. Additionally, the Company anticipates funding certain construction costs for an amount not to exceed $12.5 million, for a landside development project at Casino Queen Marquette. The rent will be adjusted to reflect a yield of 8.25% for the funded project costs. The Second Amended and Restated Casino Queen Master Lease was subsequently amended and restated on November 13, 2023 (the "Third Amended and Restated Casino Queen Master Lease").

On June 3, 2024, the Company announced that it has agreed to fund and oversee a landside move and hotel renovation of The Belle for Casino Queen. GLPI has committed to provide up to approximately $111 million of funding for the project (of which $7 million has been funded as of June 30, 2024), which is expected to be completed by September 2025. The casino will
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continue to operate for the construction period except while gaming equipment is being moved to the new facility. GLPI will own the new facility and Casino Queen will pay an incremental rental yield of 9% on the development funding beginning a year from the initial disbursement of funds, which occurred on May 30, 2024.

Maryland Live! Lease and Pennsylvania Live! Master Lease

On December 6, 2021, the Company announced that it agreed to acquire the real property assets of Live! Casino & Hotel Maryland, Live! Casino & Hotel Philadelphia, and Live! Casino Pittsburgh, including applicable long-term ground leases, from affiliates of Cordish for aggregate consideration of approximately $1.81 billion, excluding transaction costs at deal announcement. The transaction also includes a binding partnership on future Cordish casino developments, as well as potential financing partnerships between the Company and Cordish in other areas of Cordish's portfolio of real estate and operating businesses. On December 29, 2021, the Company completed its acquisition of the real property assets of Live! Casino & Hotel Maryland and entered into a single asset lease for Live! Casino & Hotel Maryland (the "Maryland Live! Lease"). On March 1, 2022, the Company completed its acquisition of the real estate assets of Live! Casino & Hotel Philadelphia and Live! Casino Pittsburgh for $689 million and leased back the real estate to Cordish pursuant to a new triple net master lease with Cordish (as amended from time to time, the "Pennsylvania Live! Master Lease"). The Pennsylvania Live! Master Lease and the Maryland Live! Lease each have initial lease terms of 39 years, with a maximum term of 60 years inclusive of tenant renewal options. The annual rent for both leases has a 1.75% fixed yearly escalator on the entirety of rent commencing on the leases' second anniversary.

Rockford Lease

On August 29, 2023, the Company acquired the land associated with a casino development project in Rockford, IL, that upon opening is intended to be managed by a subsidiary of Hard Rock, from an affiliate of 815 Entertainment, LLC ("815 Entertainment") for $100.0 million. Simultaneously with the land acquisition, an affiliate of GLPI entered into a ground lease with 815 Entertainment for a 99 year term. The initial annual rent for the ground lease is $8.0 million, subject to fixed 2% annual escalation beginning with the lease's first anniversary and for the entirety of its term (the "Rockford Lease").

In addition to the Rockford Lease, the Company has also committed to providing up to $150 million of development funding via a senior secured delayed draw term loan (the "Rockford Loan"). Borrowings under the Rockford Loan will be subject to an interest rate of 10%. The Rockford Loan has a maximum outstanding period of up to 6 years (5-year initial term with a 1-year extension). The Rockford Loan is prepayable without penalty following the opening of the Hard Rock Casino in Rockford, IL ("Hard Rock Casino Rockford"), which is expected in late August 2024. The Rockford Loan advances are subject to typical construction lending terms and conditions. As of June 30, 2024, $93 million was advanced and outstanding under the Rockford Loan. Additionally, the Company also received a right of first refusal on the building improvements of the Hard Rock Casino Rockford if there is a future decision to sell them once completed.

Tioga Downs Lease

On February 6, 2024, the Company acquired the real estate assets of Tioga Downs in Nichols, NY from American Racing for $175.0 million. Simultaneous with the acquisition, an affiliate of GLPI and American Racing entered into a triple-net lease agreement for an initial 30 year term followed by two renewal options of 10 years each and a third renewal option of approximately 12 years and ten months. The initial annual rent is $14.5 million and is subject to annual fixed escalations of 1.75% beginning with the first anniversary which increases to 2% beginning in year fifteen of the lease through the remainder of its initial term (the "Tioga Downs Lease").

Strategic Gaming Leases

On May 16, 2024, the Company acquired the real estate assets of Silverado Franklin Hotel & Gaming Complex ("Silverado"), the Deadwood Mountain Grand ("DMG") casino, and Baldini's Casino ("Baldini's") for $105 million, plus an additional $5 million that was funded at closing for reimbursement for capital improvements. Simultaneous with the acquisition, GLPI and affiliates of Strategic entered into two cross-defaulted triple-net lease agreements, each for an initial 25-year term with two ten-year renewal periods. The initial aggregate annual cash rent for the new leases is $9.2 million and is subject to a fixed 2.0% annual escalation beginning in year three of the lease and a CPI-based annual escalation beginning in year 11 of the lease, at the greater of 2% or CPI capped at 2.5% (the "Strategic Gaming Leases").

As part of the transaction, the Company also secured a right of first refusal on the real estate related to future acquisitions until Strategic's adjusted EBITDAR related to GLPI's owned assets reaches $40 million annualized.
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Executive Summary
 
Financial Highlights
 
We reported total revenues and income from operations of $380.6 million and $293.4 million, respectively, for the three months ended June 30, 2024, compared to $356.6 million and $238.3 million, respectively, for the corresponding period in the prior year. We reported total revenues and income from operations of $756.6 million and $551.0 million, respectively, for the six months ended June 30, 2024, compared to $711.8 million and $505.1 million, respectively, for the corresponding period in the prior year.

The major factors affecting our results for the three and six months ended June 30, 2024, as compared to the three and six months ended June 30, 2023, were as follows:
 
Total income from real estate increased by $24.0 million to $380.6 million for the three months ended June 30, 2024 compared to $356.6 million for the corresponding period in the prior year. The reason for the increase was primarily due to our recent acquisitions which in the aggregate increased cash rental income by $11.0 million for the three months ended June 30, 2024. Additionally, the three months ended June 30, 2024 benefited by $5.0 million compared to the corresponding period in the prior year from escalations on our leases. The Company also recognized higher accretion of $1.2 million on its Investment in leases, financing receivables and favorable straight-line rent adjustments of $7.0 million compared to the corresponding period in the prior year. Finally, the Company had unfavorable variable rents of $0.2 million for the three months ended June 30, 2024 compared to the corresponding period in the prior year primarily related to the trailing 5 year reset on the Amended PENN Master Lease that occurred on November 1, 2023 which was negatively impacted by the casino closures during the COVID-19 pandemic.

Total income from real estate increased by $44.8 million to $756.6 million for the six months ended June 30, 2024 compared to the corresponding period in the prior year. The reason for the increase was due to our recent acquisitions which in the aggregate increased cash rental income by $18.8 million for the six months ended June 30, 2024. Additionally, the six months ended June 30, 2024 benefited by $9.7 million compared to the corresponding period in the prior year from escalations on our leases. The Company also recognized higher accretion of $3.7 million on its Investments in leases, financing receivables and favorable straight-line rent adjustments of $14.1 million compared to the corresponding period in the prior year. Finally, the Company had unfavorable variable rent of $1.5 million for the six months ended June 30, 2024 compared to the corresponding period in the prior year primarily related to the trailing 5 year reset on the Amended PENN Master Lease that occurred on November 1, 2023 which was negatively impacted by the casino closures during the COVID-19 pandemic.
Total operating expenses decreased by $31.1 million for the three months ended June 30, 2024 as compared to the corresponding period in the prior year. The provision for credit losses, net, decreased by $31.8 million during the three months ended June 30, 2024. The provision decreased due to probability weighting changes in economic forecast scenarios that we utilize from a third party to calculate our reserves and a decline in the commercial real estate price index in the second quarter of 2023 which is utilized to estimate the value of our real estate in our Investment in leases, financing receivables. Additionally, general and administrative expenses increased by $1.2 million due primarily to higher franchise taxes and stock based compensation costs. Finally, depreciation expense decreased by $0.5 million for the three months ended June 30, 2024 as compared to the corresponding period in the prior year due to certain assets being fully depreciated.

Total operating expenses decreased by $1.1 million for the six months ended June 30, 2024 as compared to the corresponding period in the prior year. The provision for credit losses, net, decreased by $2.9 million during the six months ended June 30, 2024. The provision decreased due to probability weighting changes in economic forecast scenarios that we utilize from a third party to calculate our reserves. Additionally, general and administrative expenses increased by $2.6 million due primarily to higher franchise taxes, stock based compensation costs and transaction costs. Finally, depreciation expense decreased by $0.7 million for the six months ended June 30, 2024 as compared to the corresponding period in the prior year due to certain assets being fully depreciated.

Other expenses increased by $0.5 million for the three months ended June 30, 2024, primarily due to higher interest expense of $7.3 million associated with the Company's increased borrowings to fund our recent acquisitions. These items were partially offset by higher interest income of $6.8 million as compared to the corresponding period in the prior year because of higher variable market interest rates earned on our cash balances.

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Other expenses increased by $0.3 million for the six months ended June 30, 2024, primarily due to higher interest expense of $12.6 million associated with the Company's increased borrowings to fund our recent acquisitions. These items were partially offset by higher interest income of $11.8 million as compared to the corresponding period in the prior year because of higher variable market interest rate earned on our cash balances. The six months ended June 30, 2023 also included debt extinguishment charges of $0.6 million.

Net income increased by $54.3 million and $45.1 million for the three and six months ended June 30, 2024, as compared to the corresponding periods in the prior year, primarily due to the variances explained above.

Critical Accounting Estimates
 
We make certain judgments and use certain estimates and assumptions when applying accounting principles in the preparation of our consolidated financial statements. The nature of the estimates and assumptions are material due to the levels of subjectivity and judgment necessary to account for highly uncertain factors or the susceptibility of such factors to change. We have identified the accounting for leases, investment in leases, financing receivables, net, allowance for credit losses, income taxes, and real estate investments as critical accounting estimates, as they are the most important to our financial statement presentation and require difficult, subjective and complex judgments.
 
We believe the current assumptions and other considerations used to estimate amounts reflected in our condensed consolidated financial statements are appropriate. However, if actual experience differs from the assumptions and other considerations used in estimating amounts reflected in our consolidated financial statements, the resulting changes could have a material adverse effect on our consolidated results of operations and, in certain situations, could have a material adverse effect on our consolidated financial condition.
 
For further information on our critical accounting estimates, see Item 7. "Management’s Discussion and Analysis of Financial Condition and Results of Operations" and the Notes to our audited consolidated financial statements included in our most recent Annual Report. There has been no material change to these estimates for the three and six months ended June 30, 2024.
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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 to lease to gaming operators under prudent terms.

Several wholly-owned subsidiaries of PENN lease a substantial number of our properties and account for a significant portion of our revenue.

The risks related to economic conditions, including stress in the banking sector, high inflation levels (that have been negatively impacted by the armed conflict between Russia and Ukraine as well as conflicts in the Middle East) and the effect of such conditions on consumer spending for leisure and gaming activities, which may negatively impact our gaming tenants and operators and the variable rent and certain annual rent escalators we receive from our tenants as outlined in the long-term triple-net leases with these tenants.

The ability to refinance our significant levels of debt at attractive terms and obtain favorable funding in connection with future business opportunities.
 
The fact that the rules and regulations of U.S. federal income taxation are constantly under review by legislators, the Internal Revenue Service and the U.S. Department of the Treasury. Changes to the tax laws or interpretations thereof, with or without retroactive application, could materially and adversely affect GLPI and its investors.

The consolidated results of operations for the three and six months ended June 30, 2024 and 2023 are summarized below:
                                                                    
 Three Months Ended June 30,Six Months Ended June 30,
 2024202320242023
 (in thousands)
Total revenues$380,626 $356,589 $756,590 $711,803 
Total operating expenses87,197 118,314 205,555 206,679 
Income from operations293,429 238,275 551,035 505,124 
Total other expenses(78,605)(78,098)(156,048)(155,759)
Income before income taxes214,824 160,177 394,987 349,365 
Income tax expense 412 40 1,049 558 
Net income$214,412 $160,137 $393,938 $348,807 
Net income attributable to non-controlling interest in the Operating Partnership(6,162)(4,507)(11,224)(9,826)
Net income attributable to common shareholders$208,250 $155,630 $382,714 $338,981 
 
FFO, AFFO and Adjusted EBITDA
 
Funds From Operations ("FFO"), Adjusted Funds From Operations ("AFFO") and Adjusted EBITDA are non-U.S. generally accepted accounting principles ("GAAP") financial measures used by the Company as performance measures for benchmarking against the Company’s peers and as internal measures of business operating performance, which is used as a bonus metric. These metrics are presented assuming full conversion of limited partnership units to common shares and therefore before the income statement impact of non-controlling interests. The Company believes FFO, AFFO and Adjusted EBITDA provide a meaningful perspective of the underlying operating performance of the Company’s current business. This is especially true since these measures exclude real estate depreciation and we believe that real estate values fluctuate based on market conditions rather than depreciating in value ratably on a straight-line basis over time. 

FFO, AFFO and Adjusted EBITDA are non-GAAP financial measures that are considered supplemental measures for the real estate industry and a supplement to GAAP measures. The National Association of Real Estate Investment Trusts defines FFO as net income (computed in accordance with GAAP), excluding (gains) or losses from dispositions of property, net of tax and real estate depreciation. We define AFFO as FFO excluding, as applicable to the particular period, stock based compensation expense; the amortization of debt issuance costs, bond premiums and original issuance discounts; other depreciation; amortization of land rights; accretion on investment in leases, financing receivables; non-cash adjustments to financing lease liabilities; property transfer tax recoveries and impairment charges; straight-line rent adjustments; losses on debt extinguishment; and provision (benefit) for
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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 adjustments; amortization of land rights; accretion on Investment in leases, financing receivables; non-cash adjustments to financing lease liabilities; property transfer tax recoveries and impairment charges; losses on debt extinguishment; and provision (benefit) for credit losses, net.

FFO, AFFO and Adjusted EBITDA are not recognized terms under GAAP. These non-GAAP financial measures: (i) do not represent cash flows from operations as defined by GAAP; (ii) should not be considered as an alternative to net income as a measure of operating performance or to cash flows from operating, investing and financing activities; and (iii) are not alternatives to cash flows as a measure of liquidity. In addition, these measures should not be viewed as an indication of our ability to fund our cash needs, including to make cash distributions to our shareholders, to fund capital improvements, or to make interest payments on our indebtedness. Investors are also cautioned that FFO, AFFO and Adjusted EBITDA, as presented, may not be comparable to similarly titled measures reported by other real estate companies, including REITs, due to the fact that not all real estate companies use the same definitions. Our presentation of these measures does not replace the presentation of our financial results in accordance with GAAP.
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 The reconciliation of the Company’s net income per GAAP to FFO, AFFO, and Adjusted EBITDA for the three and six months ended June 30, 2024 and 2023 is as follows:                                                                                                                
Three Months Ended 
 
June 30,
Six Months Ended 
 
June 30,
 2024202320242023
(in thousands)
Net income$214,412 $160,137 $393,938 $348,807 
Real estate depreciation64,777 65,255 129,654 130,339 
Funds from operations$279,189 $225,392 $523,592 $479,146 
Straight-line rent adjustments (1)(15,790)(8,751)(31,580)(17,503)
Other depreciation485 476 968 946 
Provision (benefit) for credit losses, net(3,786)28,052 19,508 22,399 
Amortization of land rights3,276 3,289 6,552 6,579 
Amortization of debt issuance costs, bond premiums and original issuance discounts
2,685 2,405 5,369 4,906 
Stock based compensation5,425 5,013 13,547 12,820 
Losses on debt extinguishment— — — 556 
Accretion on investment in leases, financing receivables(6,776)(5,549)(14,660)(10,993)
Non-cash adjustment to financing lease liabilities129 116 246 225 
Capital maintenance expenditures(462)— (552)(8)
Adjusted funds from operations$264,375 $250,443 $522,990 $499,073 
Interest, net77,882 77,428 154,650 153,872 
Income tax expense 412 40 1,049 558 
Capital maintenance expenditures462 — 552 
Amortization of debt issuance costs, bond premiums and original issuance discounts
(2,685)(2,405)(5,369)(4,906)
Adjusted EBITDA$340,446 $325,506 $673,872 $648,605 
            

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

Net income, FFO, AFFO and Adjusted EBITDA were $214.4 million, $279.2 million, $264.4 million, and $340.4 million for the three months ended June 30, 2024, respectively. This compares to net income, FFO, AFFO and Adjusted EBITDA of $160.1 million, $225.4 million, $250.4 million and $325.5 million for the corresponding period in the prior year. The increase in net income of $54.3 million was primarily attributable to decreased operating expenses of $31.1 million (which was driven by the decrease in provision for credit losses of $31.8 million) and an increase in total revenues of $24.0 million partially offset by higher other expenses of $0.5 million.

Net income, FFO, AFFO and Adjusted EBITDA were $393.9 million, $523.6 million, $523.0 million, and $673.9 million for the six months ended June 30, 2024, respectively. This compares to net income, FFO, AFFO and Adjusted EBITDA of $348.8 million, $479.1 million, $499.1 million and $648.6 million for the corresponding period in the prior year. The increase in net income of $45.1 million was primarily attributable to an increase in total revenues of $44.8 million.

The increases in FFO for the three months and six months ended June 30, 2024 were due to the items described above, excluding gains from dispositions of property and real estate depreciation. The increases in AFFO and Adjusted EBITDA were due to the items described above, as well as the adjustments mentioned in the tables above.

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Revenues

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

 Three Months Ended June 30, Percentage
20242023VarianceVariance
Rental income$332,815 $319,236 $13,579 4.3 %
Interest income from real estate 45,974 37,353 8,621 23.1 %
Interest income from real estate loans1,837 — 1,837 N/A
Total income from real estate
$380,626 $356,589 $24,037 6.7 %

Six Months Ended June 30,Percentage
20242023VarianceVariance
   Rental income$663,397 $637,204 $26,193 4.1 %
Interest income from real estate90,279 74,599 15,680 21.0 %
Interest income from real estate loans2,914 — 2,914 N/A
Total income from real estate$756,590 $711,803 44,787 6.3 %


Total income from real estate
 
Total income from real estate increased by $24.0 million to $380.6 million for the three months ended June 30, 2024 compared to $356.6 million for the corresponding period in the prior year. The reason for the increase was primarily due to our recent acquisitions which in the aggregate increased cash rental income by $11.0 million for the three months ended June 30, 2024. Additionally, the three months ended June 30, 2024 benefited by $5.0 million compared to the corresponding period in the prior year from escalations on our leases. The Company also recognized higher accretion of $1.2 million on its Investment in leases, financing receivables and favorable straight-line rent adjustments of $7.0 million compared to the corresponding period in the prior year. Finally, the Company had unfavorable variable rent of $0.2 million for the three months ended June 30, 2024 compared to the corresponding period in the prior year.

Total income from real estate increased by $44.8 million to $756.6 million for the six months ended June 30, 2024 compared to $711.8 million for the corresponding period in the prior year. The reason for the increase was primarily due to our recent acquisitions which in the aggregate increased cash rental income by $18.8 million for the six months ended June 30, 2024. Additionally, the six months ended June 30, 2024 benefited by $9.7 million compared to the corresponding period in the prior year from escalations on our leases. The Company also recognized higher accretion of $3.7 million on its Investment in leases, financing receivables and favorable straight-line rent adjustments of $14.1 million compared to the corresponding period in the prior year. Finally, the Company had unfavorable variable rent of $1.5 million for the six months ended June 30, 2024 compared to the corresponding period in the prior year primarily related to the trailing 5 year reset on the Amended PENN Master Lease that occurred on November 1, 2023 which was negatively impacted by the casino closures during the COVID-19 pandemic.


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

Three Months Ended June 30, 2024Building base rentLand base rentPercentage rent and other rental revenueInterest income on real estate loansTotal cash incomeStraight-line rent adjustments (1)Ground rent in revenueAccretion on financing leasesTotal income from real estate
Amended PENN Master Lease$53,090 $10,759 $6,500 $ $70,349 $4,952 $612 $— $75,913 
PENN 2023 Master Lease 58,913 — (115) 58,798 5,621 — — 64,419 
Amended Pinnacle Master Lease61,081 17,814 7,802  86,697 1,858 2,055 — 90,610 
PENN Morgantown Lease— 784 —  784 — — — 784 
Caesars Master Lease16,021 5,932 —  21,953 2,196 330 — 24,479 
Horseshoe St. Louis Lease5,917 — —  5,917 398 — — 6,315 
Boyd Master Lease20,336 2,947 2,886  26,169 574 433 — 27,176 
Boyd Belterra Lease719 474 491  1,684 152 — — 1,836 
Bally's Master Lease26,054 — —  26,054 — 2,642 — 28,696 
Maryland Live! Lease19,078 — —  19,078 — 2,206 3,422 24,706 
Pennsylvania Live! Master Lease12,719 — —  12,719 — 320 2,174 15,213 
Casino Queen Master Lease7,904 — —  7,904 39 — — 7,943 
Tropicana Las Vegas Lease— 2,677 —  2,677 — — — 2,677 
Rockford Lease— 2,000 — — 2,000 — — 511 2,511 
Rockford Loan— — — 1,837 1,837 — — — 1,837 
Tioga Downs Lease3,631 — — — 3,631 — 573 4,205 
Strategic Gaming Leases1,175 — — — 1,175 — 35 96 1,306 
Total$286,638 $43,387 $17,564 $1,837 $349,426 $15,790 $8,634 $6,776 $380,626 
(1) Current year amount includes $0.1 million of tenant improvement allowance amortization.
Six Months Ended June 30, 2024Building base rentLand base rentPercentage rent and other rental revenueInterest income on real estate loansTotal cash incomeStraight-line rent adjustmentsGround rent in revenueAccretion on financing leasesTotal income from real estate
Amended PENN Master Lease$106,180 $21,518 $13,019 $ $140,717 $9,904 $1,181 $— $151,802 
PENN 2023 Master Lease117,826 — (222) 117,604 11,243 — — 128,847 
Amended Pinnacle Master Lease121,358 35,628 14,966  171,952 3,716 4,118 — 179,786 
PENN Morgantown Lease— 1,568 —  1,568 — — — 1,568 
Caesars Master Lease32,043 11,864 —  43,907 4,392 660 — 48,959 
Horseshoe St. Louis Lease11,835 — —  11,835 797 — — 12,632 
Boyd Master Lease40,404 5,893 5,452  51,749 1,148 865 — 53,762 
Boyd Belterra Lease1,428 947 963  3,338 303 — — 3,641 
Bally's Master Lease51,947 — —  51,947 — 5,331 — 57,278 
Maryland Live! Lease38,156 — —  38,156 — 4,366 7,951 50,473 
Pennsylvania Live! Master Lease25,292 — —  25,292 — 631 4,447 30,370 
Casino Queen Master Lease15,809 — —  15,809 77 — — 15,886 
Tropicana Las Vegas Lease— 5,355 — — 5,355 — — — 5,355 
Rockford Lease— 4,000 — — 4,000 — — 1,009 5,009 
Rockford Loan— — — 2,914 2,914 — — — 2,914 
Tioga Lease5,843 — — — 5,843 — 1,157 7,002 
Strategic Gaming Leases1,175 — — — 1,175 — 35 96 1,306 
Total$569,296 $86,773 $34,178 $2,914 $693,161 $31,580 $17,189 $14,660 $756,590 
(1) Current year amount includes $0.1 million of tenant improvement allowance amortization.
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In accordance with ASC 842, the Company records revenue for the ground lease rent paid by its tenants with an offsetting expense in land rights and ground lease expense within the condensed consolidated statements of income as the Company has concluded that as the lessee it is the primary obligor under the ground leases. The Company subleases these ground leases back to its tenants, who are responsible for payment directly to the landlord. 

The Company recognizes earnings on Investment in leases, financing receivables, based on the effective yield method using the discount rate implicit in the leases. The amounts in the table above labeled accretion on financing leases represent earnings recognized in excess of cash received during the period.

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

Three Months Ended June 30,Percentage
20242023VarianceVariance
Land rights and ground lease expense$11,870 $11,892 $(22)(0.2)%
General and administrative13,851 12,639 1,212 9.6 %
Depreciation65,262 65,731 (469)(0.7)%
Provision for credit losses(3,786)28,052 (31,838)(113.5)%
Total operating expenses$87,197 $118,314 $(31,117)(26.3)%


Six Months Ended June 30,Percentage
20242023VarianceVariance
Land rights and ground lease expense23,688 23,906 (218)(0.9)%
General and administrative31,737 29,089 2,648 9.1 %
Depreciation130,622 131,285 (663)(0.5)%
Provision for credit losses19,508 22,399 (2,891)(12.9)%
Total operating expenses205,555 206,679 $(1,124)(0.5)%

Land rights and ground lease expense

Land rights and ground lease expense includes the amortization of land rights and rent expense related to the Company's long-term ground leases. Land rights and ground lease expense was relatively consistent for the three and six months ended June 30, 2024, as compared to the corresponding period in the prior year as illustrated in the table above.

General and Administrative Expense

General and administrative expenses include items such as compensation costs (including stock based compensation), professional services and costs associated with development activities. General and administrative expenses increased by $1.2 million and $2.6 million for the three and six months ended June 30, 2024 as compared to the corresponding period in the prior year. The reason for the increases was primarily due to higher franchise taxes, stock based compensation costs and transaction costs.

Depreciation

Depreciation expense decreased by $0.5 million and $0.7 million for the three and six months ended June 30, 2024 as compared to the corresponding period in the prior year due to certain assets being fully depreciated.

Provision for credit losses

The Company recorded a benefit for credit losses of $3.8 million for the three months ended June 30, 2024 compared to a provision for credit losses of $28.1 million for the corresponding period in the prior year. As described in Note 3, the Company follows ASC 326 “Credit Losses”, which requires that the Company measure and record current expected credit losses, the scope of
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which includes our Investments in leases, - financing receivables, net as well as the Company's real estate loans and related loan commitment.

The reason for the benefit during the three months ended June 30, 2024 was due to probability weighting changes from our third party forecast. The significant provision for the corresponding period in the prior year was due to a decline in the estimated real estate values underlying the Company's Investment in leases, financing receivables and, to a lesser extent, the Company's real estate loans and related loan commitment. These values are estimated based on long term projections of the Commercial Real Estate Price Index which, as of June 30, 2024, have declined relative to December 31, 2023. Commercial real estate prices are anticipated to remain at low levels for several quarters based on the third party economic forecast the Company utilizes to calculate its reserve for credit losses.

During the six months ended June 30, 2024, the Company recorded a provision of $19.5 million compared to $22.4 million for the corresponding period in the prior year. The primary reason for these provisions was due to declines in the estimated real estate values underlying the Company's Investment in leases, financing receivables. These values are estimated based on long term projections of the Commercial Real Estate Price Index which, as of June 30, 2024 and June 30, 2023, have declined compared to the year end levels at December 31, 2023 and December 31, 2022, respectively, and are anticipated to remain at low levels for several quarters based on the third party economic forecast the Company utilizes to calculate its reserve.

Future changes in economic probability factors, changes in the estimated value of our real estate property and earnings assumptions at the underlying facilities may result in non-cash provisions or recoveries in future periods that could materially impact our results of operations.

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

 
 Three Months Ended June 30, Percentage
20242023VarianceVariance
Interest expense$(86,670)$(79,371)$(7,299)9.2 %
Interest income8,065 1,273 6,792 533.5 %
Total other expenses$(78,605)$(78,098)$(507)0.6 %


Six Months Ended June 30,Percentage
20242023VarianceVariance
Interest expense(173,345)(160,731)$(12,614)7.8 %
Interest income17,297 5,528 11,769 212.9 %
Losses on debt extinguishment— (556)556 (100.0)%
Total other expenses$(156,048)$(155,759)$(289)0.2 %

Interest expense

Interest expense increased by $7.3 million and $12.6 million for the three and six months ended June 30, 2024, as compared to the corresponding period in the prior year. The increase was due to increased borrowings that partially funded our recent acquisitions.

Interest income

Interest income increased by $6.8 million and $11.8 million for the three and six months ended June 30, 2024 as compared to the corresponding period in the prior year due to higher average cash deposits year over year.


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Losses on debt extinguishment

The Company redeemed its $500 million, 5.375% Senior Notes that were scheduled to mature in November 2023 during the six months ended June 30, 2023. In connection with this transaction, the Company wrote-off deferred issuance costs of $0.6 million.

Net income attributable to noncontrolling interest in the Operating Partnership

As partial consideration for certain real estate acquisitions, the Company's operating partnership has issued OP Units. OP Units are exchangeable for common shares of the Company on a one-for-one basis, subject to certain terms and conditions. The operating partnership is a variable interest entity ("VIE") in which the Company is the primary beneficiary because it has the power to direct the activities of the VIE that most significantly impact the partnership's economic performance and has the obligation to absorb losses of the VIE that could be potentially significant to the VIE and the right to receive benefits from the VIE that could be significant to the VIE. Therefore, the Company consolidates the accounts of the operating partnership, and reflects the third party ownership in this entity as a noncontrolling interest in the Condensed Consolidated Balance Sheets and allocates the proportion of net income to the noncontrolling interests on the Condensed Consolidated Statements of Income.
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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 $510.0 million and $493.1 million during the six months ended June 30, 2024 and 2023, respectively. The increase in net cash provided by operating activities of $16.8 million for the six months ended June 30, 2024, as compared to the corresponding period in the prior year, was primarily comprised of an increase in cash receipts from customers of $27.1 million and an increase in interest income of $4.9 million. This was partially offset by increases in cash paid for employees of $1.5 million, cash paid for interest of $11.5 million, cash paid for operating expenses of $0.8 million and cash paid for taxes of $1.4 million The increase in cash receipts collected from our customers for the six months ended June 30, 2024, as compared to the corresponding period in the prior year, was due to increased rental income from the Company's recent acquisitions and lease escalations. The increase in interest income was due to higher average cash deposits in the current year.

Investing activities used cash of $604.8 million and $445.9 million during the six months ended June 30, 2024 and 2023, respectively.  Net cash used in investing activities during the six months ended June 30, 2024 primarily consisted of $1.5 million for the acquisition of the real estate for The Belle landside development project, the acquisition of the real estate assets contained within the Tioga Downs Lease and Strategic Gaming Leases which totaled $203.5 million and were accounted for as Investment in leases, financing receivables, Rockford Loan fundings of $53.0 million, the purchase of zero coupon U.S. Treasury Bills totaling $341.0 million, and capital expenditures of $7.6 million, partially offset by the proceeds from a tax refund related to a previous acquisition of $1.8 million. The net cash used in investing activities for the six months ended June 30, 2023 consisted primarily of $419.0 million for the acquisition of the real estate assets which were added to the Bally's Master Lease, and capital expenditures of $26.9 million.

Financing activities used cash of $494.7 million and $276.9 million during the six months ended June 30, 2024 and 2023, respectively. Net cash used in financing activities during the six months ended June 30, 2024 was driven by the repayment of long term debt of $63.5 million, dividend payments of $413.2 million, non-controlling interest distributions of $12.3 million, and taxes paid related to shares withheld for tax purposes on restricted stock award vestings of $14.7 million which were partially offset by proceeds from the issuance of common stock, net of costs, totaling $9.0 million. Cash used in financing activities during the six months ended June 30, 2023 was driven by the repayment of long term debt of $560.1 million, dividend payments of $444.1 million, noncontrolling interest distributions of $12.9 million and taxes paid related to shares withheld for tax purposes on restricted stock award vestings of $13.4 million, partially offset by proceeds from the issuance of long term debt, net of costs of $675.0 million and proceeds from the issuance of common stock, net of costs of $78.7 million.

Capital Expenditures
 
Capital expenditures are accounted for as either capital project expenditures or capital maintenance (replacement) expenditures. Capital project expenditures are for fixed asset additions that expand an existing facility or create a new facility. The cost of properties developed by the Company include costs of construction, property taxes, interest and other miscellaneous costs incurred during the development period until the project is substantially complete and available for occupancy. Capital maintenance expenditures are expenditures to replace existing fixed assets with a useful life greater than one year that are obsolete, worn out or no longer cost effective to repair.

During the six months ended June 30, 2024 and 2023, we spent approximately $7.6 million and $26.9 million, respectively, for capital expenditures. The majority of the capital expenditures in 2024 were related to a landside development project at The Belle and in 2023 the expenditures were related to a landside development project at Hollywood Casino Baton Rouge that was completed in August 2023.

Debt

Term Loan Credit Agreement

On September 2, 2022, GLP Capital entered into a term loan credit agreement (the “Term Loan Credit Agreement”) with Wells Fargo Bank, National Association, as administrative agent (“Term Loan Agent”), and the other agents and lenders party thereto from time to time, providing for a $600 million delayed draw credit facility with a maturity date of September 2, 2027 (the “Term Loan Credit Facility”). The Term Loan Credit Facility is guaranteed by GLPI.

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The availability of loans under the Term Loan Credit Facility is subject to customary conditions, including pro forma compliance with financial covenants, and the receipt by Term Loan Agent of a conditional guarantee of the Term Loan Credit Facility by Bally’s on a secondary basis, subject to enforcement of all remedies against GLP Capital, GLPI and all sources other than Bally’s. The loans under the Term Loan Credit Facility may be used solely to finance a portion of the purchase price of the acquisition of one or more specified properties of Bally’s in one or a series of related transactions (the “Acquisition”) and to pay fees, costs and expenses incurred in connection therewith. The Company drew down the entire $600 million Term Loan Credit Facility on January 3, 2023 in connection with the closing of Bally's Biloxi and Bally's Tiverton.

Subject to customary conditions, including pro forma compliance with financial covenants, GLP Capital can obtain additional term loan commitments and incur incremental term loans under the Term Loan Credit Agreement, so long as the aggregate principal amount of all term loans outstanding under the Term Loan Credit Facility does not exceed $1.2 billion plus up to $60 million of transaction fees and costs incurred in connection with the Acquisition. There is currently no commitment in respect of such incremental loans and commitments.

Interest Rate and Fees

The interest rates per annum applicable to loans under the Term Loan Credit Facility are, at GLP Capital's option, equal to either a Secured Overnight Financing Rate ("SOFR") based rate or a base rate plus an applicable margin, which ranges from 0.85% to 1.7% per annum for SOFR loans and 0.0% to 0.7% per annum for base rate loans, in each case, depending on the credit ratings assigned to the Term Loan Credit Facility. The current applicable margin is 1.30% for SOFR loans and 0.30% for base rate loans. In addition, GLP Capital will pay a commitment fee on the unused commitments under the Term Loan Credit Facility at a rate that ranges from 0.125% to 0.3% per annum, depending on the credit ratings assigned to the Credit Facility from time to time. The current commitment fee rate is 0.25%. The weighted average interest rate under the Term Loan Credit Facility at June 30, 2024 was 6.73%.

Amortization and Prepayments

The Term Loan Credit Facility is not subject to interim amortization. GLP Capital is required to prepay outstanding term loans with 100% of the net cash proceeds from the issuance of other debt that is unconditionally guaranteed by GLPI and conditionally guaranteed by Bally’s (“Alternative Acquisition Debt”) that is received by GLPI, GLP Capital or any of their subsidiaries after the funding date of the Term Loan Facility (other than any incremental term loans under the Term Loan Credit Agreement and loans under the Bridge Revolving Facility (as defined below)) except to the extent such net cash proceeds are applied to repaying outstanding loans under the Bridge Revolving Facility. GLP Capital is not otherwise required to repay any loans under the Term Loan Credit Facility prior to maturity. GLP Capital may prepay all or any portion of the loans under the Term Loan Credit Facility prior to maturity without premium or penalty, subject to reimbursement of any SOFR breakage costs of the lenders, and may reborrow loans that it has repaid.

Certain Covenants and Events of Default

The Term Loan Credit Facility contains customary covenants that, among other things, restrict, subject to certain exceptions, the ability of GLPI and its subsidiaries, including GLP Capital, to grant liens on their assets, incur indebtedness, sell assets, engage in acquisitions, mergers or consolidations, or pay certain dividends and make other restricted payments. The financial covenants include the following, which are measured quarterly on a trailing four-quarter basis: (i) maximum total debt to total asset value ratio, (ii) maximum senior secured debt to total asset value ratio, (iii) maximum ratio of certain recourse debt to unencumbered asset value, and (iv) minimum fixed charge coverage ratio. GLPI is required to maintain its status as a REIT and is permitted to pay dividends to its shareholders as may be required in order to maintain REIT status. GLPI is also permitted to make other dividends and distributions, subject to pro forma compliance with the financial covenants and the absence of defaults. The Term Loan Credit Facility also contains certain customary affirmative covenants and events of default. The occurrence and continuance of an event of default, which includes, among others, nonpayment of principal or interest, material inaccuracy of representations and failure to comply with covenants, will enable the lenders to accelerate the loans and terminate the commitments thereunder. At June 30, 2024, the Company was in compliance with all required financial covenants under the Term Loan Credit Facility.

Senior Unsecured Credit Agreement and Amended Credit Agreement

On May 13, 2022, GLP Capital entered into a credit agreement (the "Credit Agreement") providing for a $1.75 billion revolving credit facility (the "Initial Revolving Credit Facility") maturing in May 2026, plus two six-month extensions at GLP Capital's option. The majority of our debt is at fixed rates and our exposure to variable interest rates is currently limited to
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outstanding obligations, if any, under the Initial Revolving Credit Facility and our Term Loan Credit Agreement. GLP Capital is the primary obligor under the Credit Agreement, which was guaranteed by GLPI.

On September 2, 2022, GLP Capital entered into an amendment No. 1 (the "Amendment") to the Credit Agreement (as amended, the "Amended Credit Agreement") among GLP Capital, Wells Fargo Bank, National Association, as administrative agent (“Agent”), and the several banks and other financial institutions or entities party thereto (as amended by such amendment, the "Amended Credit Agreement"). Pursuant to the Amended Credit Agreement, GLP Capital has the right, at any time until December 31, 2024, to elect to re-allocate up to $700 million in existing revolving commitments under the Amended Credit Agreement to a new revolving credit facility (the “Bridge Revolving Facility” and, collectively with the Initial Revolving Credit Facility, the "Revolver").

Loans under the Bridge Revolving Facility are subject to 1% amortization per annum. Amounts repaid under the Bridge Revolving Facility cannot be reborrowed and the corresponding commitments are automatically re-allocated to the existing revolving facility under the Amended Credit Agreement. GLP Capital is required to prepay the loans under the Bridge Revolving Facility with 100% of the net cash proceeds from the issuance of Alternative Acquisition Debt that is received by GLPI, GLP Capital or any of their subsidiaries (other than any term loans under the Term Loan Credit Agreement and any loans under the Bridge Revolving Facility). Any outstanding commitments under the Bridge Revolving Facility that have not been borrowed by December 31, 2024 are automatically re-allocated to the existing revolving facility under the Amended Credit Agreement.

GLP Capital's ability to borrow under the Bridge Revolving Facility is subject to certain conditions including pro forma compliance with GLP Capital's financial covenants, as well as the receipt by Agent of a conditional guarantee of the loans under the Bridge Revolving Facility by Bally’s on a secondary basis, subject to enforcement of all remedies against GLP Capital, GLPI and all sources other than Bally’s. Loans under the Bridge Revolving Facility will not be treated pro rata with loans under the existing revolving credit facility.

At June 30, 2024, no amounts were outstanding under the Amended Credit Agreement. Additionally, at June 30, 2024, the Company was contingently obligated under letters of credit issued pursuant to the Amended Credit Agreement with face amounts aggregating approximately $0.4 million, resulting in $1,749.6 million of available borrowing capacity under the Amended Credit Agreement as of June 30, 2024.

The interest rates payable on the loans borrowed under the Revolver are, at GLP Capital's option, equal to either a SOFR based rate or a base rate plus an applicable margin, which ranges from 0.725% to 1.40% per annum for SOFR loans and 0.0% to 0.4% per annum for base rate loans, in each case, depending on the credit ratings assigned to the Amended Credit Agreement. The current applicable margin is 1.05% for SOFR loans and 0.05% for base rate loans. Notwithstanding the foregoing, in no event shall the base rate be less than 1.00%. In addition, GLP Capital will pay a facility fee on the commitments under the revolving facility, regardless of usage, at a rate that ranges from 0.125% to 0.3% per annum, depending on the credit rating assigned to the Amended Credit Agreement from time to time. The current facility fee rate is 0.25%. The Amended Credit Agreement is not subject to interim amortization except with respect to the Bridge Revolving Facility. GLP Capital is not required to repay any loans under the Amended Credit Agreement prior to maturity except as set forth above with respect to the Bridge Revolving Facility. GLP Capital may prepay all or any portion of the loans under the Amended Credit Agreement prior to maturity without premium or penalty, subject to reimbursement of any SOFR breakage costs of the lenders and may reborrow loans that it has repaid.

The Amended Credit Agreement contains customary covenants that, among other things, restrict, subject to certain exceptions, the ability of GLPI and its subsidiaries to grant liens on their assets, incur indebtedness, sell assets, make investments, engage in acquisitions, mergers or consolidations or pay certain dividends and make other restricted payments. The Amended Credit Agreement includes the following financial covenants, which are measured quarterly on a trailing four-quarter basis: a maximum total debt to total asset value ratio, a maximum senior secured debt to total asset value ratio, a maximum ratio of certain recourse debt to unencumbered asset value and a minimum fixed charge coverage ratio. GLPI is permitted to pay dividends to its shareholders as may be required in order to maintain REIT status, subject to the absence of payment or bankruptcy defaults. GLPI is also permitted to make other dividends and distributions subject to pro forma compliance with the financial covenants and the absence of defaults. The Amended Credit Agreement also contains certain customary affirmative covenants and events of default, including the occurrence of a change of control and termination of the Amended PENN Master Lease (subject to certain replacement rights). The occurrence and continuance of an event of default under the Amended Credit Agreement will enable the lenders under the Amended Credit Agreement to accelerate the loans and terminate the commitments thereunder. At June 30, 2024, the Company was in compliance with all required financial covenants under the Amended Credit Agreement.

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Senior Unsecured Notes

At June 30, 2024, the Company had $6,075.0 million of outstanding senior unsecured notes (the "Senior Notes"). Each of the Company's Senior Notes contain covenants limiting the Company’s ability to: incur additional debt and use its assets to secure debt; merge or consolidate with another company; and make certain amendments to the Amended PENN Master Lease. The Senior Notes also require the Company to maintain a specified ratio of unencumbered assets to unsecured debt. These covenants are subject to a number of important and significant limitations, qualifications and exceptions.

The Company may redeem the Senior Notes of any series at any time, and from time to time, at a redemption price of 100% of the principal amount of the Senior Notes redeemed, plus a "make-whole" redemption premium described in the indenture governing the Senior Notes, together with accrued and unpaid interest to, but not including, the redemption date, except that if Senior Notes of a series are redeemed 90 or fewer days prior to their maturity, the redemption price will be 100% of the principal amount of the Senior Notes redeemed, together with accrued and unpaid interest to, but not including, the redemption date. If GLPI experiences a change of control accompanied by a decline in the credit rating of the Senior Notes of a particular series, the Company will be required to give holders of the Senior Notes of such series the opportunity to sell their Senior Notes of such series at a price equal to 101% of the principal amount of the Senior Notes of such series, together with accrued and unpaid interest to, but not including, the repurchase date. The Senior Notes also are subject to mandatory redemption requirements imposed by gaming laws and regulations. 
The Senior Notes were issued by GLP Capital, L.P. and GLP Financing II, Inc. (the "Issuers"), two consolidated subsidiaries of GLPI, and are guaranteed on a senior unsecured basis by GLPI. The guarantees of GLPI are full and unconditional. The Senior Notes are the Issuers' senior unsecured obligations and rank pari passu in right of payment with all of the Issuers' senior indebtedness, including the Amended Credit Agreement, and senior in right of payment to all of the Issuers' subordinated indebtedness, without giving effect to collateral arrangements.
The Senior Notes contain covenants limiting the Company’s ability to: incur additional debt and use its assets to secure debt; merge or consolidate with another company; and make certain amendments to the PENN Master Lease. The Senior Notes also require the Company to maintain a specified ratio of unencumbered assets to unsecured debt. These covenants are subject to a number of important and significant limitations, qualifications and exceptions.
GLPI owns all of the assets of GLP Capital and conducts all of its operations through the operating partnership. Based on the amendments to Rule 3-10 of Regulation S-X that the SEC released on January 4, 2021, we note that since GLPI fully and unconditionally guarantees the debt securities of the Issuers and consolidates both Issuers, we are not required to provide separate financial statements for the Issuers and GLPI since they are consolidated into GLPI and the GLPI guarantee is "full and unconditional".
Furthermore, as permitted under Rule 13-01(a)(4)(vi), we excluded the summarized financial information for the Issuers because the assets, liabilities and results of operations of the Issuers and GLPI are not materially different than the corresponding amounts in GLPI's consolidated financial statements and we believe such summarized financial information would be repetitive and would not provide incremental value to investors.
At June 30, 2024, the Company was in compliance with all required financial covenants under its Senior Notes.

Distribution Requirements

We generally must distribute annually at least 90% of our REIT taxable income, determined without regard to the dividends paid deduction and excluding any net capital gains, in order to qualify to be taxed as a REIT (assuming that certain other requirements are also satisfied) so that U.S. federal corporate income tax does not apply to earnings that we distribute. Such distributions generally can be made with cash and/or a combination of cash and Company common stock if certain requirements are met. To the extent that we satisfy this distribution requirement and qualify for taxation as a REIT but distribute less than 100% of our REIT taxable income, determined without regard to the dividends paid deduction and including any net capital gains, we will be subject to U.S. federal corporate income tax on our undistributed net taxable income. In addition, we will be subject to a 4% nondeductible excise tax if the actual amount that we distribute to our shareholders in a calendar year is less than a minimum amount specified under U.S. federal income tax laws. We intend to make distributions to our shareholders to comply with the REIT requirements of the Code. To the extent any of the Company's taxable income was not previously distributed, the Company will make a dividend declaration pursuant to Section 858(a)(1) of the Code, allowing the Company to treat certain dividends that are to be distributed after the close of a taxable year as having been paid during the taxable year.

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Outlook

Based on our current level of operations and anticipated earnings, we believe that cash generated from operations and cash on hand, together with amounts available under our Revolver and potential sales of common shares, will be adequate to meet our anticipated debt service requirements, capital expenditures, working capital needs and dividend requirements.

In late December 2022, the Company refreshed its ATM capacity to $1 billion (the "2022 ATM Program"). As of June 30, 2024, the Company had $584.6 million remaining for issuance under the 2022 ATM Program.

We expect the majority of our future growth to come from acquisitions of gaming and other properties to lease to third parties. If we consummate significant acquisitions in the future, our cash requirements may increase significantly and we would likely need to raise additional proceeds through a combination of either common equity (including under our 2022 ATM Program), issuance of additional OP Units, and/or debt offerings. In addition, the Company intends to redeem its 3.350% senior unsecured notes which are due in September 2024. Our future operating performance and our ability to service or refinance our debt will be subject to future economic conditions and to financial, business and other factors, many of which are beyond our control. See "Risk Factors-Risks Related to Our Capital Structure" in the Company's Annual Report on Form 10-K for the year ended December 31, 2023, for a discussion of the risk related to our capital structure.
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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
 
We face market risk exposure in the form of interest rate risk. These market risks arise from our debt obligations. We have no international operations. Our exposure to foreign currency fluctuations is not significant to our financial condition or results of operations.
 
GLPI’s primary market risk exposure is interest rate risk with respect to its indebtedness of $6,675.4 million at June 30, 2024. Furthermore, $6,075.0 million of our obligations at June 30, 2024 are the senior unsecured notes that have fixed interest rates with maturity dates ranging from approximately two months to nine and a half years. An increase in interest rates could make the financing of any acquisition by GLPI more costly, as well as increase the costs of its variable rate debt obligations. Rising interest rates could also limit GLPI’s ability to refinance its debt when it matures or cause GLPI to pay higher interest rates upon refinancing and increase interest expense on refinanced indebtedness. GLPI may manage, or hedge, interest rate risks related to its borrowings by means of interest rate swap agreements. However, the provisions of the Code applicable to REITs limit GLPI’s ability to hedge its assets and liabilities.

The table below provides information at June 30, 2024 about our financial instruments that are sensitive to changes in interest rates. For debt obligations, the table presents notional amounts maturing in each fiscal year and the related weighted-average interest rates by maturity dates. Notional amounts are used to calculate the contractual payments to be exchanged by maturity date and the weighted-average interest rates are based on implied forward SOFR rates at June 30, 2024.

 
 07/01/24- 12/31/241/01/25- 12/31/251/01/26- 12/31/261/01/27- 12/31/271/01/28- 12/31/28ThereafterTotalFair Value at 6/30/2024
 (in thousands)
Long-term debt:        
Fixed rate$400,000 $850,000 $975,000 $— $500,000 $3,350,000 $6,075,000 $5,803,095 
Average interest rate3.35%5.25%5.38%5.75%4.44%  
Variable rate$— $— $— $600,000 $$— $600,000 $600,000 
Average interest rate (1)
5.06%  
 

(1)           Estimated rate, reflective of forward SOFR plus the spread over SOFR applicable to the Company's variable-rate borrowing based on the terms of its Credit Agreement. Rate above includes the facility fee on the commitments under the Credit Agreement, which is due regardless of usage, at a rate that ranges from 0.125% to 0.3% per annum, depending on the credit rating assigned to the Credit Agreement from time to time. The current facility fee rate is 0.25%.
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ITEM 4. CONTROLS AND PROCEDURES
 
Evaluation of Controls and Procedures
 
The Company’s management, under the supervision and with the participation of our principal executive officer and principal financial officer, has evaluated the effectiveness of the Company’s disclosure controls and procedures, as such term is defined under Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as of June 30, 2024, which is the end of the period covered by this Quarterly Report on Form 10-Q. In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well-designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Based on this evaluation, our principal executive officer and principal financial officer concluded that the Company’s disclosure controls and procedures were effective as of June 30, 2024 to ensure that information required to be disclosed by the Company in reports we file or submit under the Exchange Act is (i) recorded, processed, summarized, evaluated and reported, as applicable, within the time periods specified in the United States Securities and Exchange Commission’s rules and forms and (ii) accumulated and communicated to the Company’s management, including the Company’s principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosures.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) that occurred during the fiscal quarter covered by this Quarterly Report on Form 10-Q that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.


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PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS
 
Information in response to this Item is incorporated by reference to the information set forth in "Note 9: Commitments and Contingencies" in the Notes to the condensed consolidated financial statements in Part I of this Quarterly Report on Form 10-Q.
 
ITEM 1A. RISK FACTORS

Risk factors that affect our business and financial results are discussed in Part I, "Item 1A. Risk Factors," of our Annual Report. You should carefully consider the risks described in our Annual Report, which could materially affect our business, financial condition or future results. The risks described in our Annual Report are not the only risks we face. Additional risks and uncertainties not currently known to us or that we currently deem immaterial also may materially adversely affect our business, financial condition, and/or operating results. If any of the risks actually occur, our business, financial condition, and/or results of operations could be negatively affected. There have been no material changes in our risk factors from those previously disclosed in our Annual Report.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
 
The Company did not repurchase any shares of common stock or sell any unregistered securities during the three months ended June 30, 2024.
 
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
     
None.

ITEM 4. MINE SAFETY DISCLOSURES
 
Not applicable.
 
ITEM 5. OTHER INFORMATION
 
c) Insider Trading Arrangements and Policies

On May 20, 2024, Desiree Burke, the Company's Chief Financial Officer and Treasurer, entered into a pre-arranged written stock sale plan in accordance with Rule 10b5-1 (the “Burke Rule 10b5-1 Plan”) under the Exchange Act for the sale of shares of the Company’s common stock. The Burke Rule 10b5-1 Plan was entered into during an open trading window in accordance with the Company’s policies regarding transactions in the Company’s securities and is intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Exchange Act. The Burke Rule 10b5-1 Plan provides for the potential sale of shares of the Company’s common stock, including upon the vesting and settlement of restricted stock awards, between January 2, 2025 and January 31, 2025. The aggregate number of shares of common stock that will be available for sale under the Burke Rule 10b5-1 Plan is not yet determinable because certain awards are subject to Company performance award metrics and will be net of shares sold to satisfy tax withholding obligations that arise in connection with the vesting and settlement of such restricted stock awards. As such, for purposes of this disclosure, the aggregate number of shares of common stock available for sale prior to tax withholding on vested shares is 81,333.

The Burke Rule 10b5-1 Plan includes a representation from Ms. Burke to the broker administering the plan that she was not in possession of any material nonpublic information regarding the Company or the securities subject to the Burke Rule 10b5-1 Plan at the time it was entered into. A similar representation was made to the Company in connection with the adoption of the Burke Rule 10b5-1 Plan under the Company’s policies regarding transactions in the Company’s securities. Those representations were made as of the date of adoption of the Burke Rule 10b5-1 Plan, and speak only as of such date. In making those representations, there is no assurance with respect to any material nonpublic information of which Ms. Burke was unaware, or with respect to any material nonpublic information acquired by Ms. Burke or the Company after the date of the representation.

On May 24, 2024, Brandon Moore, the Company's Chief Operating Officer, General Counsel and Secretary, entered into a pre-arranged written stock sale plan in accordance with Rule 10b5-1 (the “Moore Rule 10b5-1 Plan”) under the Exchange Act for the sale of shares of the Company’s common stock. The Moore Rule 10b5-1 Plan was entered into during an open
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trading window in accordance with the Company’s policies regarding transactions in the Company’s securities and is intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Exchange Act. The Moore Rule 10b5-1 Plan provides for the potential sale of shares of the Company’s common stock, including upon the vesting and settlement of restricted stock awards, between August 22, 2024 and December 31, 2024. The aggregate number of shares of common stock that will be available for sale under the Moore Rule 10b5-1 Plan is not yet determinable because the awards will be net of shares sold to satisfy tax withholding obligations that arise in connection with the settlement of such restricted stock awards. As such, for purposes of this disclosure, the aggregate number of shares of common stock available for sale prior to tax withholding on vested shares is 30,900.

The Moore Rule 10b5-1 Plan includes a representation from Mr. Moore to the broker administering the plan that he was not in possession of any material nonpublic information regarding the Company or the securities subject to the Moore Rule 10b5-1 Plan at the time it was entered into. A similar representation was made to the Company in connection with the adoption of the Moore Rule 10b5-1 Plan under the Company’s policies regarding transactions in the Company’s securities. Those representations were made as of the date of adoption of the Moore Rule 10b5-1 Plan, and speak only as of such date. In making those representations, there is no assurance with respect to any material nonpublic information of which Mr. Moore was unaware, or with respect to any material nonpublic information acquired by Mr. Moore or the Company after the date of the representation.



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ITEM 6. EXHIBITS
Exhibit Description of Exhibit
22.1 *
31.1*
31.2*
32.1** 
32.2**
101
The following financial information from Gaming and Leisure Properties, Inc.'s Quarterly Report on Form 10-Q for the quarter ended June 30, 2024, formatted in Inline XBRL: (i) Condensed Consolidated Balance Sheets, ii) Condensed Consolidated Statements of Income, (iii) Condensed Consolidated Statements of Changes in Equity, (iv) Condensed Consolidated Statements of Cash Flows and (v) Notes to the Condensed Consolidated Financial Statements.
104
The cover page from the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2024, formatted in Inline XBRL and contained in Exhibit 101.
 

*    Filed herewith 
**    Furnished herewith

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SIGNATURE
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
 GAMING AND LEISURE PROPERTIES, INC.
  
July 25, 2024By:/s/ DESIREE A. BURKE
  Desiree A. Burke
  Chief Financial Officer and Treasurer
(Principal Financial Officer)

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Exhibit 22.1
List of Subsidiary Issuers of Guaranteed Securities
The following subsidiaries of Gaming and Leisure Properties, Inc. (the “Company”) were, as of June 30, 2024, issuers of the (i) $400 million 3.35% senior unsecured notes due September 2024, (ii) $850 million 5.25% senior unsecured notes due June 2025, (iii) $975 million 5.375% senior unsecured notes due April 2026, (iv) $500 million 5.75% senior unsecured notes due June 2028, (v) $750 million 5.30% senior unsecured notes due January 2029, (vi) $700 million 4.00% senior unsecured notes due January 2030, (vii) $700 million 4.000% senior unsecured notes due January 2031, (viii) $800 million 3.25% senior unsecured notes due January 2032, and (ix) $400 million 6.75% senior unsecured notes due December 2033 each guaranteed by the Company:
EntityJurisdiction of Incorporation or Formation
GLP Capital, L.P.Pennsylvania
GLP Financing II, Inc.Delaware




Exhibit 31.1
 
CERTIFICATION PURSUANT TO RULE 13a-14(a) OR 15d-14(a) OF THE SECURITIES EXCHANGE ACT OF 1934
 
I, Peter M. Carlino, certify that:
 
1.                                      I have reviewed this quarterly report on Form 10-Q of Gaming and Leisure Properties, Inc.;
 
2.                                      Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
 
3.                                      Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
 
4.                                      I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
 
(a)                                 Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)    Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
 
(c)                                Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
 
(d)                             Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
 
5.                                      I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
 
(a)                                 All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
 
(b)                                 Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 
Date:July 25, 2024/s/ Peter M. Carlino
 Name: Peter M. Carlino
 Chief Executive Officer (Principal Executive Officer)



Exhibit 31.2
 
CERTIFICATION PURSUANT TO RULE 13a-14(a) OR 15d-14(a) OF THE SECURITIES EXCHANGE ACT OF 1934
 
I, Desiree A. Burke, certify that:
 
1.                                      I have reviewed this quarterly report on Form 10-Q of Gaming and Leisure Properties, Inc.;
 
2.                                      Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
 
3.                                      Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
 
4.                                      I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
 
(a)                                 Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)    Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
 
(c)                                Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
 
(d)                             Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
 
5.                                      I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
 
(a)                                 All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
 
(b)                                 Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 
Date:July 25, 2024/s/ Desiree A. Burke
 Name: Desiree A. Burke
 Chief Financial Officer and Treasurer (Principal Financial Officer)



Exhibit 32.1
 
CERTIFICATION PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
18 U.S.C. SECTION 1350
 
In connection with the quarterly report of Gaming and Leisure Properties, Inc. (the “Company”) on Form 10-Q for the quarter ended June 30, 2024, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Peter M. Carlino, Chief Executive Officer and Principal Executive Officer of the Company, certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that, to my knowledge:
 
1.                                      The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
 
2.                                      The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
 
 /s/ Peter M. Carlino
 Peter M. Carlino
 Chief Executive Officer and Principal Executive Officer
Date:July 25, 2024



Exhibit 32.2
 
CERTIFICATION PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
18 U.S.C. SECTION 1350
 
In connection with the quarterly report of Gaming and Leisure Properties, Inc. (the “Company”) on Form 10-Q for the quarter ended June 30, 2024, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Desiree A. Burke, Chief Financial Officer and Principal Financial Officer of the Company, certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that, to my knowledge:
 
1.                                      The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
 
2.                                      The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
 
 /s/ Desiree A. Burke
 Desiree A. Burke
 Chief Financial Officer and Principal Financial Officer
Date:July 25, 2024


v3.24.2
Cover - shares
6 Months Ended
Jun. 30, 2024
Jul. 19, 2024
Cover [Abstract]    
Document Type 10-Q  
Document Quarterly Report true  
Document Period End Date Jun. 30, 2024  
Document Transition Report false  
Entity File Number 001-36124  
Entity Registrant Name Gaming and Leisure Properties, Inc.  
Entity Incorporation, State or Country Code PA  
Entity Tax Identification Number 46-2116489  
Entity Address, Address Line One 845 Berkshire Blvd., Suite 200  
Entity Address, City or Town Wyomissing  
Entity Address, State or Province PA  
Entity Address, Postal Zip Code 19610  
City Area Code 610  
Local Phone Number 401-2900  
Entity Current Reporting Status Yes  
Entity Interactive Data Current Yes  
Entity Filer Category Large Accelerated Filer  
Entity Small Business false  
Entity Emerging Growth Company false  
Entity Shell Company false  
Title of 12(b) Security Common Stock, par value $.01 per share  
Trading Symbol GLPI  
Security Exchange Name NASDAQ  
Entity Common Stock, Shares Outstanding   274,391,465
Entity Central Index Key 0001575965  
Amendment Flag false  
Current Fiscal Year End Date --12-31  
Document Fiscal Period Focus Q2  
Document Fiscal Year Focus 2024  
v3.24.2
Condensed Consolidated Balance Sheets - USD ($)
$ in Thousands
Jun. 30, 2024
Dec. 31, 2023
Assets    
Real estate investments, net $ 8,045,884 $ 8,168,792
Investment in leases, financing receivables, net 2,312,021 2,023,606
Right-of-use assets and land rights, net 828,098 835,524
Cash and cash equivalents 94,494 683,983
Short-Term Investments 347,782  
Other assets 58,517 55,717
Total assets 11,777,168 11,806,658
Liabilities    
Accounts payable and accrued expenses 4,455 7,011
Accrued interest 82,091 83,112
Accrued salaries and wages 3,621 7,452
Operating lease liabilities 195,918 196,853
Finance lease liability 60,561 54,261
Long-term debt, net of unamortized debt issuance costs, bond premiums and original issuance discounts 6,632,842 6,627,550
Deferred rental revenue 253,171 284,893
Other liabilities 39,584 36,572
Total liabilities 7,272,243 7,297,704
Equity    
Preferred stock ($.01 par value, 50,000,000 shares authorized, no shares issued or outstanding at June 30, 2024 and December 31, 2023) 0 0
Common stock ($.01 par value, 500,000,000 shares authorized, 271,500,584 and 270,922,719 shares issued and outstanding at June 30, 2024 and December 31, 2023, respectively) 2,715 2,709
Additional paid-in capital 6,059,956 6,052,109
Accumulated deficit (1,928,360) (1,897,913)
Total equity attributable to Gaming and Leisure Properties 4,134,311 4,156,905
Noncontrolling interests in GLPI's Operating Partnership (8,087,630 units and 7,653,326 units outstanding at June 30, 2024 and December 31, 2023, respectively) 370,614 352,049
Total equity 4,504,925 4,508,954
Total liabilities and equity 11,777,168 11,806,658
Construction Loan $ 90,372 $ 39,036
v3.24.2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares
Jun. 30, 2024
Dec. 31, 2023
Statement of Financial Position [Abstract]    
Preferred stock, par value (in dollars per share) $ 0.01 $ 0.01
Preferred stock, shares authorized 50,000,000 50,000,000
Preferred stock, shares issued 0 0
Preferred stock, shares outstanding 0 0
Common stock, par value (in dollars per share) $ 0.01 $ 0.01
Common stock, shares authorized 500,000,000 500,000,000
Common stock, shares issued 271,500,584 270,922,719
Common stock, shares, outstanding 271,500,584 270,922,719
Other Ownership Interests, Units Issued 8,087,630 7,653,326
v3.24.2
Condensed Consolidated Statements of Income - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Revenues        
Rental income $ 332,815 $ 319,236 $ 663,397 $ 637,204
Interest income from mortgaged real estate 45,974 37,353 90,279 74,599
Interest and Fee Income, Loans, Real Estate Construction 1,837 0 2,914 0
Total income from real estate 380,626 356,589 756,590 711,803
Operating expenses        
Land rights and ground lease expense 11,870 11,892 23,688 23,906
General and administrative 13,851 12,639 31,737 29,089
Depreciation 65,262 65,731 130,622 131,285
Provision (benefit) for credit losses, net (3,786) 28,052 19,508 22,399
Losses on debt extinguishment 0 0 0 (556)
Total operating expenses 87,197 118,314 205,555 206,679
Income from operations 293,429 238,275 551,035 505,124
Other income (expenses)        
Interest expense (86,670) (79,371) (173,345) (160,731)
Interest income 8,065 1,273 17,297 5,528
Total other expenses (78,605) (78,098) (156,048) (155,759)
Income before income taxes 214,824 160,177 394,987 349,365
Income tax expense 412 40 1,049 558
Net income 214,412 160,137 393,938 348,807
Net income attributable to non-controlling interest in the Operating Partnership (6,162) (4,507) (11,224) (9,826)
Net income $ 208,250 $ 155,630 $ 382,714 $ 338,981
Earnings per common share (in dollars per share)        
Basic earnings per common share (in dollars per share) $ 0.77 $ 0.59 $ 1.41 $ 1.29
Diluted earnings per common share (in dollars per share) $ 0.77 $ 0.59 $ 1.41 $ 1.29
v3.24.2
Condensed Consolidated Statements of Changes in Shareholders' Equity (Deficit) - USD ($)
$ in Thousands
Total
Restricted stock awards
Common Stock
Additional Paid-In Capital
Accumulated Deficit
Noncontrolling Interest
Increase (Decrease) in Shareholders' Equity            
Total equity $ 4,118,096          
Beginning Balance (in shares) at Dec. 31, 2022     260,727,030      
Beginning Balance at Dec. 31, 2022     $ 2,607 $ 5,573,567 $ (1,798,216) $ 340,138
Increase (Decrease) in Shareholders' Equity            
Stock option activity (in shares)     1,284,556      
Issuance of common stock, net of costs 64,329   $ 13 64,316    
Restricted stock activity (in shares)     344,139      
Restricted stock activity (5,633)   $ 4 (5,637)    
Dividends paid (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
Ending Balance at Mar. 31, 2023     $ 2,624 5,632,246 (1,869,643) 352,964
Ending Balance (in shares) at Mar. 31, 2023     262,355,725      
Increase (Decrease) in Shareholders' Equity            
Net income 188,670          
Beginning Balance (in shares) at Dec. 31, 2022     260,727,030      
Beginning Balance at Dec. 31, 2022     $ 2,607 5,573,567 (1,798,216) 340,138
Increase (Decrease) in Shareholders' Equity            
Net income 338,981          
Ending Balance at Jun. 30, 2023     $ 2,626 5,651,612 (1,903,326) 351,962
Ending Balance (in shares) at Jun. 30, 2023     262,640,178      
Increase (Decrease) in Shareholders' Equity            
Net income 348,807          
Total equity 4,118,191          
Beginning Balance (in shares) at Mar. 31, 2023     262,355,725      
Beginning Balance at Mar. 31, 2023     $ 2,624 5,632,246 (1,869,643) 352,964
Increase (Decrease) in Shareholders' Equity            
Stock option activity (in shares)     284,453      
Issuance of common stock, net of costs 14,355   $ 2 14,353    
Restricted stock activity (in shares)     0      
Restricted stock activity 5,013   $ 0 5,013    
Dividends paid (189,313)       (189,313)  
Distributions to non-controlling interest 5,509         5,509
Net income 155,630       155,630 4,507
Ending Balance at Jun. 30, 2023     $ 2,626 5,651,612 (1,903,326) 351,962
Ending Balance (in shares) at Jun. 30, 2023     262,640,178      
Increase (Decrease) in Shareholders' Equity            
Net income 160,137          
Total equity 4,102,874          
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Outstanding, Number   269,929        
Total equity $ 4,508,954          
Beginning Balance (in shares) at Dec. 31, 2023 270,922,719   270,922,719      
Beginning Balance at Dec. 31, 2023 $ 4,156,905   $ 2,709 6,052,109 (1,897,913) 352,049
Increase (Decrease) in Shareholders' Equity            
Stock option activity (in shares)     181,971      
Issuance of common stock, net of costs 9,016   $ 2 9,014    
Restricted stock activity (in shares)     395,894      
Restricted stock activity (6,589)   $ 4 (6,593)    
Dividends paid (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
Ending Balance at Mar. 31, 2024     $ 2,715 6,054,530 (1,930,027) 370,599
Ending Balance (in shares) at Mar. 31, 2024     271,500,584      
Increase (Decrease) in Shareholders' Equity            
Net income $ 179,526          
Beginning Balance (in shares) at Dec. 31, 2023 270,922,719   270,922,719      
Beginning Balance at Dec. 31, 2023 $ 4,156,905   $ 2,709 6,052,109 (1,897,913) 352,049
Increase (Decrease) in Shareholders' Equity            
Net income 382,714          
Ending Balance at Jun. 30, 2024 $ 4,134,311   $ 2,715 6,059,956 (1,928,360) 370,614
Ending Balance (in shares) at Jun. 30, 2024 271,500,584   271,500,584      
Increase (Decrease) in Shareholders' Equity            
Net income $ 393,938          
Total equity 4,497,817          
Beginning Balance (in shares) at Mar. 31, 2024     271,500,584      
Beginning Balance at Mar. 31, 2024     $ 2,715 6,054,530 (1,930,027) 370,599
Increase (Decrease) in Shareholders' Equity            
Restricted stock activity (in shares)     0      
Restricted stock activity 5,426   $ 0 5,426    
Dividends paid (206,583)       (206,583)  
Distributions to non-controlling interest 6,147         6,147
Net income 208,250       208,250 6,162
Ending Balance at Jun. 30, 2024 $ 4,134,311   $ 2,715 $ 6,059,956 $ (1,928,360) $ 370,614
Ending Balance (in shares) at Jun. 30, 2024 271,500,584   271,500,584      
Increase (Decrease) in Shareholders' Equity            
Net income $ 214,412          
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Outstanding, Number   317,572        
Total equity $ 4,504,925          
v3.24.2
Condensed Consolidated Statements of Cash Flows - USD ($)
$ in Thousands
6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Operating activities    
Net income $ 393,938 $ 348,807
Adjustments to reconcile net income to net cash provided by operating activities:    
Depreciation and amortization 137,174 137,864
Amortization of debt issuance costs, bond premiums and original issuance discounts 5,369 4,906
Accretion on financing receivables (14,660) (10,993)
Non-cash adjustment to financing lease liabilities 246 225
Stock-based compensation 13,547 12,820
Straight-line rent adjustments and tenant improvement amortization (31,580) (17,503)
Losses on debt extinguishment 0 556
Provision (benefit) for credit losses, net 19,508 22,399
(Increase), decrease    
Other assets (4,895) (3,905)
Increase, (decrease)    
Accounts payable and accrued expenses (1,082) (123)
Accrued interest (1,021) (1,646)
Accrued salaries and wages (3,831) (2,947)
Other liabilities 4,051 2,656
Net cash provided by operating activities 509,957 493,116
Investing activities    
Capital project expenditures (7,064) (26,860)
Capital maintenance expenditures (552) (8)
Return of contingent consideration from previous acquisition 1,798 0
Investment in leases, financing receivables (203,486) 0
Acquisition of real estate, net (1,478) (419,009)
Originations of real estate loans (53,000) 0
Acquisition of held to maturity investment securities (340,975) 0
Net cash used in investing activities (604,757) (445,877)
Financing activities    
Dividends paid (413,161) (444,091)
Non-controlling interest distributions 12,294 12,933
Taxes paid related to shares withheld for tax purposes on restricted stock award vestings (14,710) (13,440)
ATM Program offering costs 9,016 78,684
Proceeds from issuance of long-term debt 0 675,000
Financing costs 0 (1)
Repayments of long-term debt (63,540) (560,074)
Payments of Premium and Related Costs on Tender of Senior Unsecured Notes 0 (17)
Net cash used in financing activities (494,689) (276,872)
Net decrease in cash and cash equivalents (589,489) (229,633)
Cash and cash equivalents at beginning of period 683,983 239,083
Cash and cash equivalents at end of period 94,494 9,450
Short-Term Investments (347,782) 0
Interest and Dividend Income, Operating $ (6,807) $ 0
v3.24.2
Condensed Consolidated Statements of Changes in Shareholders' Equity (Parenthetical) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Mar. 24, 2023
Mar. 25, 2022
Jun. 30, 2024
Mar. 31, 2024
Jun. 30, 2023
Mar. 31, 2023
Jun. 30, 2024
Jun. 30, 2023
Dec. 31, 2023
Dec. 31, 2022
Statement of Stockholders' Equity [Abstract]                    
Dividends paid per common share (in dollars per share) $ 0.76 $ 0.97                
Total equity     $ 4,504,925 $ 4,497,817 $ 4,102,874 $ 4,118,191 $ 4,504,925 $ 4,102,874 $ 4,508,954 $ 4,118,096
Net income     214,412 179,526 160,137 188,670 393,938 348,807    
Noncontrolling Interest, Decrease from Distributions to Noncontrolling Interest Holders     (6,147) (6,147) (5,509) (7,424)        
Net income     208,250   155,630   382,714 $ 338,981    
Stockholders' Equity Attributable to Parent     4,134,311       $ 4,134,311   $ 4,156,905  
Restricted stock activity     5,426 (6,589) 5,013 (5,633)        
Dividends paid     $ (206,583) (206,578) $ (189,313) (254,778)        
Common stock, shares issued     271,500,584       271,500,584   270,922,719  
Issuance of operating partnership units       $ 19,635   $ 14,931        
v3.24.2
Business and Operations
6 Months Ended
Jun. 30, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Business and Operations 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 GLPI, through a series of internal corporate restructurings, substantially all of the assets and liabilities associated with PENN’s real property interests and real estate development business, as well as the assets and liabilities of Hollywood Casino Baton Rouge and Hollywood Casino Perryville (which are referred to as the "TRS Properties") and then spun-off GLPI to holders of PENN's common and preferred stock in a tax-free distribution (the "Spin-Off"). The assets and liabilities of GLPI were recorded at their respective historical carrying values at the time of the Spin-Off in accordance with the provisions of Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") 505-60 - Spinoffs and Reverse Spinoffs ("ASC 505").

The Company elected on its 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 at the time held the real estate of the Tropicana Las Vegas Casino Hotel Resort ("Tropicana Las Vegas"), elected to treat Tropicana LV, LLC as a TRS. In September 2022, Bally's Corporation (NYSE: BALY) ("Bally's") acquired both the building assets from GLPI and PENN's outstanding equity interests in Tropicana Las Vegas. GLPI retained ownership of the land and entered into a ground lease with Bally's. In connection with this transaction, Tropicana LV, LLC was merged into GLP Capital. GLPI paid a special earnings and profits dividend of $0.25 per share in the first quarter of 2023 related to the sale of the building to Bally's.

As partial consideration for the transactions with The Cordish Companies ("Cordish") described below, GLP Capital issued 7,366,683 newly-issued operating partnership units ("OP Units") to affiliates of Cordish. OP Units are exchangeable for common shares of the Company on a one-for-one basis, subject to certain terms and conditions. Such issuance of OP Units to Cordish in exchange for its contribution of certain real property assets resulted in GLP Capital becoming treated as a partnership for income tax purposes, with GLPI being deemed to contribute substantially all of the assets and liabilities of GLP Capital in exchange for the general partnership and a majority of the limited partnership interests, and a minority limited partnership interest being owned by Cordish (the "UPREIT Transaction"). In advance of the UPREIT Transaction, the Company, together with GLP Financing II, Inc. jointly elected for GLP Financing II, Inc. to be treated as a TRS effective December 23, 2021. On January 3, 2023, the Company issued 286,643 OP Units to affiliates of Bally's in connection with its acquisition of Bally's Hard Rock Hotel & Casino Biloxi ("Bally's Biloxi") and Bally's Tiverton Casino & Hotel ("Bally's Tiverton"). On February 6, 2024, the Company also issued 434,304 OP Units in connection with the acquisition of the real estate assets of Tioga Downs Casino Resort ("Tioga Downs") from American Racing & Entertainment LLC ("American Racing"). There were 8,087,630 OP Units outstanding as of June 30, 2024.

GLPI’s primary business consists of acquiring, financing, and owning real estate property to be leased to gaming operators in triple-net lease arrangements. As of June 30, 2024, GLPI’s portfolio consisted of interests in 65 gaming and related facilities, including the real property associated with 34 gaming and related facilities operated by PENN, the real property
associated with 6 gaming and related facilities operated by Caesars Entertainment Inc. (NASDAQ: CZR) ("Caesars"), the real property associated with 4 gaming and related facilities operated by Boyd Gaming Corporation (NYSE: BYD) ("Boyd"), the real property associated with 9 gaming and related facilities operated by Bally's, the real property associated with 3 gaming and related facilities operated by Cordish, the real property associated with 4 gaming and related facilities operated by Casino Queen, 1 gaming facility under construction that upon opening is intended to be managed by a subsidiary of Hard Rock International ("Hard Rock"), 3 gaming and related facilities operated by Strategic Gaming Management, LLC ("Strategic") and 1 gaming and related facility operated by American Racing. These facilities, including our corporate headquarters building, are geographically diversified across 20 states and contain approximately 29.3 million square feet. As of June 30, 2024, the Company's properties were 100% occupied. GLPI expects to continue growing its portfolio by pursuing opportunities to acquire additional gaming facilities to lease to gaming operators under prudent terms.

PENN 2023 Master Lease and Amended PENN Master Lease

As a result of the Spin-Off, GLPI owns substantially all of PENN’s former real property assets (as of the consummation of the Spin-Off) and leases back most of those assets to PENN for use by its subsidiaries pursuant to a unitary master lease (the initial form of such lease the "Original PENN Master Lease"). The Original PENN Master Lease was a triple-net lease, the term of which was scheduled to expire on October 31, 2033, with no purchase option, followed by three remaining 5-year renewal options (exercisable by the tenant) on the same terms and conditions extending to October 31, 2048.

On October 10, 2022, the Company announced that it agreed to create a new master lease with PENN for seven of PENN's properties (the "PENN 2023 Master Lease"). The companies also agreed to a funding mechanism to support PENN's pursuit of relocation and development opportunities at several of the properties included in the PENN 2023 Master Lease.

Pursuant to this agreement, the Original PENN Master Lease was amended (the "Amended PENN Master Lease") to remove PENN's properties in Aurora and Joliet, Illinois; Columbus and Toledo, Ohio; and Henderson, Nevada. The properties removed from the Original PENN Master Lease were added to the PENN 2023 Master Lease. In addition, the existing leases for the Hollywood Casino at The Meadows in Pennsylvania (the "Meadows Lease") and the Hollywood Casino Perryville in Maryland (the "Perryville Lease") were terminated and these properties were transferred into the PENN 2023 Master Lease. Both the Amended PENN Master Lease and the PENN 2023 Master Lease are triple-net operating leases, that became effective on January 1, 2023, the terms of which expire on October 31, 2033, with no purchase options, followed by three remaining 5-year renewal options (exercisable by the tenant) on the same terms and conditions extending to October 31, 2048.

GLPI agreed to fund up to $225 million for the relocation of PENN's riverboat casino in Aurora at a 7.75% cap rate and, if requested by PENN, will fund up to $350 million for the relocation of the Hollywood Casino Joliet, as well as the construction of a hotel at Hollywood Casino Columbus and the construction of a second hotel tower at the M Resort Spa Casino at then current market rates.

Amended Pinnacle Master Lease, Boyd Master Lease and Belterra Park Lease

In April 2016, the Company acquired substantially all of the real estate assets of Pinnacle Entertainment, Inc. ("Pinnacle") for approximately $4.8 billion. GLPI originally leased these assets back to Pinnacle, under a unitary triple-net lease, the term of which expires April 30, 2031, with no purchase option, followed by four remaining 5-year renewal options (exercisable by the tenant) on the same terms and conditions (the "Pinnacle Master Lease"). On October 15, 2018, the Company completed its previously announced transactions with PENN, Pinnacle and Boyd to accommodate PENN's acquisition of the majority of Pinnacle's operations, pursuant to a definitive agreement and plan of merger between PENN and Pinnacle, dated December 17, 2017 (the "PENN-Pinnacle Merger"). Concurrent with the PENN-Pinnacle Merger, the Company amended the Pinnacle Master Lease to allow for the sale of the operating assets of Ameristar Casino Hotel Kansas City, Ameristar Casino Resort Spa St. Charles and Belterra Casino Resort from Pinnacle to Boyd (the "Amended Pinnacle Master Lease") and entered into a new unitary triple-net master lease agreement with Boyd (the "Boyd Master Lease") for these properties on terms similar to the Company’s Amended Pinnacle Master Lease. The Boyd Master Lease has an initial term of 10 years (from the original April 2016 commencement date of the Pinnacle Master Lease and expiring April 30, 2026), with no purchase option, followed by five 5-year renewal options (exercisable by the tenant) on the same terms and conditions. The Company also purchased the real estate assets of Plainridge Park Casino ("Plainridge Park") from PENN for $250.0 million, exclusive of transaction fees and taxes, and added this property to the Amended Pinnacle Master Lease. The Amended Pinnacle Master Lease was assumed by PENN at the consummation of the PENN-Pinnacle Merger. The Company also entered into a mortgage loan agreement with Boyd in connection with Boyd's acquisition of Belterra Park Gaming & Entertainment Center ("Belterra Park"), whereby the Company loaned Boyd $57.7 million (the "Belterra Park Loan"). In May 2020, the Company acquired the real estate of Belterra Park in satisfaction of the Belterra Park Loan, subject to a long-term lease (the "Belterra Park Lease") with a Boyd affiliate operating the property. The Belterra Park Lease rent terms are consistent with the Boyd Master Lease. The annual rent
is comprised of a fixed component, part of which is subject to an annual escalator of up to 2% if certain rent coverage ratio thresholds are met, and a component that is based on the performance of the facilities which is adjusted, subject to certain floors, every two years to an amount equal to 4% of the average annual net revenues of Belterra Park during the preceding two years in excess of a contractual baseline.

Third Amended and Restated Caesars Master Lease

On October 1, 2018, the Company closed its previously announced transaction to acquire certain real property assets from Tropicana Entertainment Inc. ("Tropicana") and certain of its affiliates pursuant to a Purchase and Sale Agreement dated April 15, 2018 between Tropicana and GLP Capital, which was subsequently amended on October 1, 2018 (as amended, the "Amended Real Estate Purchase Agreement"). Pursuant to the terms of the Amended Real Estate Purchase Agreement, the Company acquired the real estate assets of Tropicana Atlantic City, Tropicana Evansville, Tropicana Laughlin, Trop Casino Greenville and the Belle of Baton Rouge ("The Belle") (the "GLP Assets") from Tropicana for an aggregate cash purchase price of $964.0 million, exclusive of transaction fees and taxes (the "Tropicana Acquisition"). Concurrent with the Tropicana Acquisition, Eldorado Resorts, Inc. (now doing business as Caesars) acquired the operating assets of these properties from Tropicana pursuant to an Agreement and Plan of Merger dated April 15, 2018 by and among Tropicana, GLP Capital, Caesars and a wholly-owned subsidiary of Caesars and leased the GLP Assets from the Company pursuant to the terms of a new unitary triple-net master lease with an initial term of 15 years, with no purchase option, followed by four successive 5-year renewal periods (exercisable by the tenant) on the same terms and conditions (the "Caesars Master Lease").

On June 15, 2020, the Company amended and restated the Caesars Master Lease (as amended, the "Amended and Restated Caesars Master Lease") to, (i) extend the initial term of 15 years to 20 years, with renewals of up to an additional 20 years at the option of Caesars, (ii) remove the variable rent component in its entirety commencing with the third lease year, (iii) in the third lease year, increase annual land base rent and annual building base rent, (iv) provide fixed escalation percentages that delay the escalation of building base rent until the commencement of the fifth lease year with building base rent increasing annually by 1.25% in the fifth and sixth lease years, 1.75% in the seventh and eighth lease years and 2% in the ninth lease year and each lease year thereafter, (v) subject to the satisfaction of certain conditions, permit Caesars to elect to replace the Tropicana Evansville and/or Trop Casino Greenville properties under the Amended and Restated Caesars Master Lease with one or more of Caesars Gaming Scioto Downs, The Row in Reno, Isle Casino Racing Pompano Park, Isle Casino Hotel – Black Hawk, Lady Luck Casino – Black Hawk, Isle Casino Waterloo ("Waterloo"), Isle Casino Bettendorf ("Bettendorf") or Isle of Capri Casino Boonville, provided that the aggregate value of such new property, individually or collectively, was at least equal to the value of Tropicana Evansville or Tropicana Greenville, as applicable, (vi) permit Caesars to elect to sell its interest in The Belle and sever it from the Amended and Restated Caesars Master Lease (with no change to the rent obligation to the Company), subject to the satisfaction of certain conditions, and (vii) provide certain relief under the operating, capital expenditure and financial covenants thereunder in the event of facility closures due to pandemics, governmental restrictions and certain other instances of unavoidable delay. The effectiveness of the Amended and Restated Caesars Master Lease was subject to the review and approval of certain gaming regulatory agencies and the expiration of applicable gaming regulatory advance notice periods which conditions were satisfied on July 23, 2020.

On December 18, 2020, the Company and Caesars amended and restated the Amended and Restated Caesars Master Lease (as amended and restated, the "Second Amended and Restated Caesars Master Lease") in connection with the completion of an Exchange Agreement (the "Exchange Agreement") with subsidiaries of Caesars in which Caesars transferred to the Company the real estate assets of Waterloo and Bettendorf in exchange for the transfer by the Company to Caesars of the real property assets of Tropicana Evansville, plus a cash payment of $5.7 million. In connection with the Exchange Agreement, the annual building base rent and the annual land base rent were increased.

On November 13, 2023, the Company and Caesars amended and restated the Second Amended and Restated Caesars Master Lease (as amended and restated, the "Third Amended and Restated Caesars Master Lease") in connection with Caesars selling its interest in The Belle to Casino Queen with no change in rent obligation to the Company.

Horseshoe St. Louis Lease

On October 1, 2018, the Company entered into a loan agreement with Caesars in connection with Caesars’s acquisition of Lumière Place Casino, now known as Horseshoe St. Louis, whereby the Company loaned Caesars $246.0 million (the "CZR loan"). The CZR loan bore interest at a rate equal to (i) 9.09% until October 1, 2019 and (ii) 9.27% until its maturity. On the one-year anniversary of the CZR loan, the mortgage evidenced by a deed of trust on the Horseshoe St. Louis property terminated and the loan became unsecured. On June 24, 2020, the Company received approval from the Missouri Gaming Commission to own the real estate assets of the Horseshoe St. Louis property in satisfaction of the CZR loan. On September 29, 2020, the transaction closed and the Company entered into a new single property triple net lease with an affiliate of Caesars
(the "Horseshoe St. Louis Lease") the initial term of which expires on October 31, 2033, with four separate renewal options of five years each, exercisable at the tenant's option. The Horseshoe St. Louis Lease was amended on December 1, 2021 to adjust the rent terms such that the annual escalator is now fixed at 1.25% for the second through fifth lease years, increasing to 1.75% for the sixth and seventh lease years and thereafter increasing by 2.0% for the remainder of the lease.

Bally's Master Lease

On June 3, 2021, the Company completed its previously announced transaction pursuant to which a subsidiary of Bally's acquired 100% of the equity interests in the Caesars subsidiary that currently operates Tropicana Evansville and the Company reacquired the real property assets of Tropicana Evansville from Caesars for a cash purchase price of approximately $340.0 million. In addition, the Company purchased the real estate assets of Dover Downs Hotel & Casino (now Bally's Dover Casino Resort) from Bally's for a cash purchase price of approximately $144.0 million. The real estate assets of these two facilities were added to a new triple net master lease (the "Bally's Master Lease") the annual rent of which is subject to contractual escalations based on the Consumer Price Index ("CPI") with a 1% floor and a 2% ceiling, subject to the CPI meeting a 0.5% threshold. The Bally's Master Lease has an initial term of 15 years, with no purchase option, followed by four 5 year renewal options (exercisable by the tenant) on the same terms and conditions.

The Company completed the acquisitions of the real estate assets of Bally's Black Hawk and Bally's Quad Cities on April 1, 2022 and Bally's Biloxi and Bally's Tiverton on January 3, 2023. The existing Bally's Master Lease was amended to add these properties with annual rent increases that are subject to the escalation clauses described above.

In connection with GLPI’s commitment to consummate the Bally’s Biloxi and Bally's Tiverton acquisitions, the Company also agreed to pre-fund, at Bally’s election, a deposit of up to $200.0 million, which was funded in September 2022. This amount was credited to GLPI along with a $9.0 million transaction fee payable at closing which occurred on January 3, 2023. The Company continues to have the option, subject to receipt by Bally's of required consents, to acquire the real property assets of Bally's Twin River Lincoln Casino Resort ("Bally's Lincoln") prior to December 31, 2026 for a purchase price of $735.0 million, which has been reduced from $771.0 million and additional rent of $58.8 million.

Tropicana Las Vegas Lease

On April 16, 2020, the Company and certain of its subsidiaries closed on its previously announced transaction to acquire the real property associated with the Tropicana Las Vegas from PENN in exchange for $307.5 million of rent credits which were applied against future rent obligations due under the parties' existing leases during 2020.

On September 26, 2022, Bally’s acquired both GLPI’s building assets and PENN's outstanding equity interests in Tropicana Las Vegas for an aggregate cash acquisition price, net of fees and expenses, of approximately $145 million. GLPI retained ownership of the land and concurrently entered into a ground lease for an initial term of 50 years (with a maximum term of 99 years inclusive of tenant renewal options). All rent is subject to contractual escalations based on the CPI, with a 1% floor and 2% ceiling, subject to the CPI meeting a 0.5% threshold. The ground lease is supported by a Bally’s corporate guarantee and cross-defaulted with the Bally's Master Lease (the "Tropicana Las Vegas Lease").
On May 13, 2023, the Company, Tropicana Las Vegas, Inc., a Nevada corporation and wholly owned subsidiary of Bally’s, and Athletics Holdings LLC (“Athletics”), which owns the Major League Baseball team currently known as the Oakland Athletics (the “Team”), entered into a binding letter of intent (the “LOI”) setting forth the terms for developing a stadium that would serve as the home venue for the Team (the “Stadium”). The Stadium is expected to complement the potential resort redevelopment envisioned at our 35-acre property in Clark County, Nevada (the “Tropicana Site”), owned indirectly by GLPI through its indirect subsidiary, Tropicana Land LLC, a Nevada limited liability company and leased by GLPI to Bally’s pursuant to the Tropicana Las Vegas Lease. The LOI allows for Athletics to be granted fee ownership by GLPI of approximately 9 acres of the Tropicana Site for construction of the Stadium. The LOI provides that following the Stadium site transfer, there will be no reduction in the rent obligations of Bally’s on the remaining portion of the Tropicana Site or other modifications to the ground lease, and that to the extent GLPI has any consent or approval rights under the Tropicana Las Vegas Lease, such rights shall remain enforceable unless expressly modified in writing in the definitive documents. Bally's and GLPI are agreeing to provide the Stadium site transfer in exchange for the benefits that the Stadium is expected to bring to the Tropicana Site. The LOI provides that Athletics shall pay all the costs associated with the design, development, and construction of the Stadium and Bally’s shall pay all costs for the redevelopment of the casino and hotel resort amenities. GLPI is expected to commit to up to $175.0 million of funding for hard construction costs, such as demolition and site preparation and build out of minimum public spaces needed for utilization of the Stadium. The LOI provides that during the development period, rent will be due at 8.5% of what has been funded, provided that the first $15.0 million advanced for the costs of construction of the food, beverage and retail entrance plaza shall not be subject to increased rent. GLPI may have the opportunity to fund additional amounts of the construction under certain circumstances. In addition, the LOI provides that the transaction will be subject to customary approvals and other conditions, including, without limitation, approval of a master plan for the site, and certain approvals by the Nevada Gaming Control Board and Nevada Gaming Commission.

Morgantown Lease

On October 1, 2020, the Company and PENN closed on their previously announced transaction whereby GLPI acquired the land under PENN's gaming facility under construction in Morgantown, Pennsylvania in exchange for $30.0 million in rent credits that were utilized by PENN in the fourth quarter of 2020. The Company is leasing the land back to an affiliate of PENN for an initial term of 20 years, followed by six 5-year renewal options exercisable by the tenant. On the opening date of the gaming facility and on each anniversary thereafter for each of the following three lease years rent increased by 1.5% annually (on a prorated basis for the remainder of the lease year in which the gaming facility opened) and commencing on the fourth anniversary of the opening date and for each anniversary thereafter, (i) if the CPI increase is at least 0.5% for any lease year, the rent for such lease year shall increase by 1.25% of rent as of the immediately preceding lease year, and (ii) if the CPI increase is less than 0.5% for such lease year, then the rent shall not increase for such lease year (the "Morgantown Lease"). Hollywood Casino Morgantown opened on December 22, 2021.

Third Amended and Restated Casino Queen Master Lease

On November 25, 2020, the Company entered into a definitive agreement to sell the operations of its Hollywood Casino Baton Rouge to Casino Queen for $28.2 million (the "HCBR transaction"). The HCBR transaction closed on December 17, 2021. The Company retained ownership of all real estate assets at Hollywood Casino Baton Rouge and simultaneously entered into a triple net master lease with Casino Queen, which includes the Casino Queen property in East St. Louis that was leased by the Company to Casino Queen and the Hollywood Casino Baton Rouge facility (the "Second Amended and Restated Casino Queen Master Lease"). The lease has an initial term of 15 years with four 5-year renewal options (exercisable by the tenant) on the same terms and conditions. The annual rent increases by 0.5% for the first six years. Beginning with the seventh lease year through the remainder of the lease term, if the CPI increases by at least 0.25% for any lease year then annual rent shall be increased by 1.25%, and if the CPI increase is less than 0.25% then rent will remain unchanged for such lease year. Additionally, the Company's landside development project at Casino Queen Baton Rouge was completed in late August 2023 and the rent under the Second Amended and Restated Casino Queen Master Lease was adjusted upon opening to reflect a yield of 8.25% on GLPI's project costs of $77 million. The Company then entered into an amendment to the Second Amended and Restated Casino Queen Master Lease, in connection with the acquisition of the land and certain improvements at Casino Queen Marquette for $32.72 million as of September 6, 2023 and annual rent was increased by $2.7 million for this acquisition. Additionally, the Company anticipates funding certain construction costs for an amount not to exceed $12.5 million, for a landside development project at Casino Queen Marquette. The rent will be adjusted to reflect a yield of 8.25% for the funded project costs. The Second Amended and Restated Casino Queen Master Lease was subsequently amended and restated on November 13, 2023 (the "Third Amended and Restated Casino Queen Master Lease").

On June 3, 2024, the Company announced that it has agreed to fund and oversee a landside move and hotel renovation of The Belle for Casino Queen. GLPI has committed to provide up to approximately $111 million of funding for the project ($7.0 million of which has been funded as of June 30, 2024), which is expected to be completed by September 2025. The
casino will continue to operate for the construction period except while gaming equipment is being moved to the new facility. GLPI will own the new facility and Casino Queen will pay an incremental rental yield of 9% on the development funding beginning a year from the initial disbursement of funds, which occurred on May 30, 2024.

Maryland Live! Lease and Pennsylvania Live! Master Lease

On December 6, 2021, the Company announced that it agreed to acquire the real property assets of Live! Casino & Hotel Maryland, Live! Casino & Hotel Philadelphia, and Live! Casino Pittsburgh, including applicable long-term ground leases, from affiliates of Cordish for aggregate consideration of approximately $1.81 billion, excluding transaction costs at deal announcement. The transaction also includes a binding partnership on future Cordish casino developments, as well as potential financing partnerships between the Company and Cordish in other areas of Cordish's portfolio of real estate and operating businesses. On December 29, 2021, the Company completed its acquisition of the real property assets of Live! Casino & Hotel Maryland and entered into a single asset lease for Live! Casino & Hotel Maryland (the "Maryland Live! Lease"). On March 1, 2022, the Company completed its acquisition of the real estate assets of Live! Casino & Hotel Philadelphia and Live! Casino Pittsburgh for $689 million and leased back the real estate to Cordish pursuant to a new triple net master lease with Cordish (as amended from time to time, the "Pennsylvania Live! Master Lease"). The Pennsylvania Live! Master Lease and the Maryland Live! Lease each have initial lease terms of 39 years, with a maximum term of 60 years inclusive of tenant renewal options. The annual rent for both leases has a 1.75% fixed yearly escalator on the entirety of rent commencing on the leases' second anniversary.

Rockford Lease

On August 29, 2023, the Company acquired the land associated with a casino development project in Rockford, IL, that upon opening is intended to be managed by a subsidiary of Hard Rock, from an affiliate of 815 Entertainment, LLC ("815 Entertainment") for $100.0 million. Simultaneously with the land acquisition, an affiliate of GLPI entered into a ground lease with 815 Entertainment for a 99 year term. The initial annual rent for the ground lease is $8.0 million, subject to fixed 2% annual escalation beginning with the lease's first anniversary and for the entirety of its term (the "Rockford Lease").

In addition to the Rockford Lease, the Company has also committed to providing up to $150 million of development funding via a senior secured delayed draw term loan (the "Rockford Loan"). Borrowings under the Rockford Loan will be subject to an interest rate of 10%. The Rockford Loan has a maximum outstanding period of up to 6 years (5-year initial term with a 1-year extension). The Rockford Loan is prepayable without penalty following the opening of the Hard Rock Casino in Rockford, IL ("Hard Rock Casino Rockford") , which is expected in late August 2024. The Rockford Loan advances are subject to typical construction lending terms and conditions. As of June 30, 2024, $93 million was advanced and outstanding under the Rockford Loan. Additionally, the Company also received a right of first refusal on the building improvements of the Hard Rock Casino Rockford if there is a future decision to sell them once completed.

Tioga Downs Lease

On February 6, 2024, the Company acquired the real estate assets of Tioga Downs in Nichols, NY from American Racing for $175.0 million. Simultaneous with the acquisition, an affiliate of GLPI and American Racing entered into a triple-net lease agreement for an initial 30 year term followed by two renewal options of 10 years each and a third renewal option of approximately 12 years and ten months. The initial annual rent is $14.5 million and is subject to annual fixed escalations of 1.75% beginning with the first anniversary which increases to 2% beginning in year fifteen of the lease through the remainder of its initial term (the "Tioga Downs Lease").

Strategic Gaming Leases

On May 16, 2024, the Company acquired the real estate assets of Silverado Franklin Hotel & Gaming Complex ("Silverado"), the Deadwood Mountain Grand ("DMG") casino, and Baldini's Casino ("Baldini's") for $105 million, plus an additional $5 million that was funded at closing 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.
v3.24.2
Basis of Presentation Basis of Presentation
6 Months Ended
Jun. 30, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Basis of Presentation 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.

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 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 six months ended June 30, 2024 are not necessarily indicative of the results that may be expected for the year ending December 31, 2024. The consolidated financial statements contained in our Annual Report on Form 10-K for the year ended December 31, 2023 (the "Annual Report") should be read in conjunction with these condensed consolidated financial statements. The December 31, 2023 financial information has been derived from the Company’s audited consolidated financial statements.

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 which upon maturity in August 2024, will total $350 million. The Company has classified these debt securities as held to maturity in accordance with ASC 320, Investments-Debt Securities since these are fixed income investments that the Company has the intent and ability to hold until maturity. The securities are recorded at amortized cost on the balance sheet which approximated its fair value at June 30, 2024.
v3.24.2
Investment in leases, financing receivables, net
6 Months Ended
Jun. 30, 2024
Investments, All Other Investments [Abstract]  
Receivables Investment in leases, financing receivables, net
Certain of the Company's leases are recorded as an Investment in leases, financing receivables, net, as the sale lease back transactions were accounted for as failed sale leasebacks due to the leases' significant initial lease terms. The following is a summary of the balances of the Company's Investment in leases, financing receivables, net.


June 30,
2024
December 31,
2023
(in thousands)
Minimum lease payments receivable$9,887,845 $9,088,298 
Estimated residual values of lease property (unguaranteed)1,275,915 1,041,087 
Total11,163,760 10,129,385 
Less: Unearned income(8,810,886)(8,083,808)
Less: Allowance for credit losses(40,853)(21,971)
Investment in leases - financing receivables, net$2,312,021 $2,023,606 


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

At June 30, 2024, minimum lease payments owed to us for each of the five succeeding years under the Company's financing receivables were as follows (in thousands):
Year ending December 31,Future Minimum Lease Payments
2024 (remainder of year)$80,846 
2025164,103 
2026166,917 
2027169,858 
2028172,851 
Thereafter9,133,270 
Total$9,887,845 
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, 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 June 30, 2024 and December 31, 2023.

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

Balance at December 31, 2023Change in AllowanceEnding Balance at March 31, 2024Change in AllowanceEnding Balance at June 30, 2024
Maryland Live! Lease$5,661 $7,094 $12,755 $(1,871)$10,884 
Pennsylvania Live! Master Lease13,636 12,949 26,585 (1,854)24,731 
Rockford Lease2,674 582 3,256 (303)2,953 
Tioga Downs Lease— 1,579 1,579 (150)1,429 
Strategic Gaming Leases— $— — 856 856 
Totals$21,971 $22,204 $44,175 $(3,322)$40,853 



Balance at December 31, 2022Change in AllowanceEnding Balance at March 31, 2023Change in AllowanceEnding Balance at June 30, 2023
Maryland Live! Lease$4,095 $(881)$3,214 $8,142 $11,356 
Pennsylvania Live! Master Lease15,029 (4,772)10,257 19,910 30,167 
Totals$19,124 $(5,653)$13,471 $28,052 $41,523 


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

Origination yearInvestment in leases, financing receivablesAllowance for credit losses
Amortized cost basis at June 30, 2024
Allowance as a percentage of outstanding financing receivable
2024$293,890 $(2,285)$291,605 (0.78)%
2023101,856 (2,953)98,903 (2.90)%
2022709,211 (24,731)684,480 (3.49)%
20211,247,917 (10,884)1,237,033 (0.87)%
Total$2,352,874 $(40,853)$2,312,021 (1.74)%

During the three and six months ended June 30, 2024, the Company recorded a benefit for credit losses, net and a provision for credit losses, net of $3.8 million and $19.5 million , respectively (inclusive of the reserve for real estate loans and reserves on the unfunded loan commitment, see Note 5 for details). The benefit in the three month period ended June 30, 2024 was due to probability weighting changes in economic forecast scenarios that we utilize from a third party. The provision for the six months ended June 30, 2024 was primarily due to a decline in the estimated real estate values underlying the Company's Investment in leases, financing receivables and, to a lesser extent, the Company's real estate loans and related loan commitment. These values are estimated based on the actual and long term projections of the Commercial Real Estate Price Index which, as of June 30, 2024 have declined relative to December 31, 2023. Commercial real estate prices are anticipated to remain at low levels for several quarters based on the third party economic forecast the Company utilizes to calculate its reserve for credit losses.
During the three and six months ended June 30, 2023, the Company recorded a provision for credit losses, net of $28.1 million and $22.4 million, respectively. The significant provision for credit losses recorded for the three months ended June 30, 2023 was the result of a decline in the estimated real estate values underlying the Company's Investment in leases, financing receivables. These values are estimated based on long term projections of the Commercial Real Estate Price Index which, as of June 30, 2023, declined and were anticipated to remain at depressed levels for several quarters based on the third party economic forecast the Company utilizes to calculate its reserve for credit losses.

The reason for differences in the allowance as a percentage of outstanding financing receivable for leases originated in each calendar year in the table above depends on various factors for the leases such as expected rent coverage ratios and loan to value ratios. Future changes in economic probability factors, changes in the estimated value of our real estate property and earnings assumptions at the underlying facilities may result in non-cash provisions or recoveries in future periods that could materially impact our results of operations.
v3.24.2
Real Estate Investments
6 Months Ended
Jun. 30, 2024
Real Estate [Abstract]  
Real Estate Investments 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:
 
 
June 30,
2024
December 31,
2023
 (in thousands)
Land and improvements$3,558,053 $3,559,851 
Building and improvements6,788,956 6,787,464 
Construction in progress7,052 — 
Total real estate investments10,354,061 10,347,315 
Less accumulated depreciation(2,308,177)(2,178,523)
Real estate investments, net$8,045,884 $8,168,792 
v3.24.2
Real Estate Loans, net
3 Months Ended
Jun. 30, 2024
Receivables [Abstract]  
Real Estate Loans, net
5.    Real estate loans, net

As discussed in Note 1, the Company entered into the Rockford Loan during 2023 and $93 million of the $150 million commitment was drawn as of June 30, 2024. The Rockford Loan has a 10% interest rate and a maximum outstanding period of up to 6 years (5-year initial term with a 1-year extension). The following is a summary of the balances of the Company's Real estate loans, net.

June 30,
2024
December 31,
2023
(in thousands)
Real estate loans$93,000 $40,000 
Less: Allowance for credit losses$(2,628)$(964)
Real estate loans, net$90,372 $39,036 

The change in the allowance for credit losses for the Company's Real estate loans is shown below (in thousands):

Rockford Loan
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)


The Rockford Loan is subject to CECL, which is described in Note 3. The Company recorded provision for credit losses of $0.9 million and $1.7 million for the three month and six months ended June 30, 2024 on the Rockford Loan. Additionally, the Company recorded a benefit of $1.4 million and $1.0 million during the three month and six month period ended June 30, 2024 on the unfunded loan commitment for the Rockford Loan. The reserve for the unfunded loan commitment was recorded in other liabilities on the Condensed Consolidated Balance Sheets and totaled $1.6 million at June 30, 2024. The borrower is current on its loan obligation as of June 30, 2024.
v3.24.2
Lease Assets and Lease Liabilities Lease Assets and Lease Liabilities
6 Months Ended
Jun. 30, 2024
Leases [Abstract]  
Lease Assets and Lease Liabilities 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.

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):
June 30, 2024December 31, 2023
Right-of use assets - operating leases
$195,380 $196,254 
Land rights, net632,718 639,270 
Right-of-use assets and land rights, net$828,098 $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:
June 30,
2024
December 31,
2023
(in thousands)
Land rights $727,114 $727,114 
Less accumulated amortization (94,396)(87,844)
Land rights, net$632,718 $639,270 

As of June 30, 2024, estimated future amortization expense related to the Company’s land rights by fiscal year is as follows (in thousands):
Year ending December 31,
2024 (remainder of year)$6,552 
202513,104 
202613,104 
202713,104 
202813,104 
Thereafter573,750 
Total$632,718 

Operating Lease Liabilities

At June 30, 2024, payments under the Company's operating lease liabilities were as follows (in thousands):
Year ending December 31,
2024 (remainder of year)$7,276 
202514,552 
202614,554 
202714,044 
202813,926 
Thereafter642,545 
Total lease payments$706,897 
Less: interest(510,979)
Present value of lease liabilities
$195,918 


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 June 30,Six Months Ended June 30,
2024202320242023
Operating lease cost$3,635 $3,744 $7,264 $7,518 
Variable lease cost 4,958 4,858 9,872 9,808 
Amortization of land right assets3,276 3,290 6,552 6,579 
Total lease cost$11,869 $11,892 $23,688 $23,905 

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:
June 30, 2024
Weighted average remaining lease term - operating leases50.37 years
Weighted average discount rate - operating leases6.57%

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

Three Months Ended June 30,Six Months Ended June 30,
2024202320242023
(in thousands)(in thousands)
Cash paid for amounts included in the measurement of lease liabilities:
  Operating cash flows from operating leases (1)
$414 $405 $829 $809 

(1) The Company's cash paid for operating leases is significantly less than the lease cost for the same period due to the majority of the Company's ground lease rent being paid directly to the landlords by the Company's tenants. Although GLPI 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.
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 a long-term ground lease which expire in June 2111 and April 2062, respectively. As these leases were accounted for as Investment in leases, financing receivables, the underlying ground leases were accounted for as financing lease obligations within Lease liabilities on the Condensed Consolidated Balance Sheets. In accordance with ASC 842, the Company records revenue for the ground lease rent paid by its tenant with an offsetting expense in interest expense as the Company has concluded that as the lessee it is the primary obligor under the ground leases. The Company's weighted average discount rate on the fixed minimum annual payments was 5.14% to arrive at the initial lease obligations.

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

2024 (remainder of year)$1,338 
20252,690 
20262,712 
20272,735 
20282,758 
Thereafter313,823 
Total lease payments$326,056 
Less: Interest(265,495)
Present value of finance lease liabilities$60,561 
v3.24.2
Long-term Debt
6 Months Ended
Jun. 30, 2024
Debt Disclosure [Abstract]  
Long-term Debt Long-term Debt
 
Long-term debt is as follows:
 
June 30,
2024
December 31,
2023
 (in thousands)
Unsecured $1,750 million revolver
$— $— 
Term Loan Credit Facility due September 2027600,000 600,000 
$400 million 3.350% senior unsecured notes due September 2024
400,000 400,000 
$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 
Other357 434 
Total long-term debt6,675,357 6,675,434 
Less: unamortized debt issuance costs, bond premiums and original issuance discounts(42,515)(47,884)
Total long-term debt, net of unamortized debt issuance costs, bond premiums and original issuance discounts
$6,632,842 $6,627,550 

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

 
2024 (remainder of year)$400,079 
2025850,164 
2026975,114 
2027600,000 
2028500,000 
Over 5 years3,350,000 
Total minimum payments$6,675,357 
 
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 aggregate principal amount of all term loans outstanding under the Term Loan Credit Facility does not exceed $1.2 billion plus
up to $60 million of transaction fees and costs incurred in connection with the Acquisition. There is currently no commitment in respect of such incremental loans and commitments.

Interest Rate and Fees

The interest rates per annum applicable to loans under the Term Loan Credit Facility are, at GLP Capital's option, equal to either a Secured Overnight Financing Rate ("SOFR") based rate or a base rate plus an applicable margin, which ranges from 0.85% to 1.7% per annum for SOFR loans and 0.0% to 0.7% per annum for base rate loans, in each case, depending on the credit ratings assigned to the Term Loan Credit Facility. The current applicable margin is 1.30% for SOFR loans and 0.30% for base rate loans. In addition, GLP Capital will pay a commitment fee on the unused commitments under the Term Loan Credit Facility at a rate that ranges from 0.125% to 0.3% per annum, depending on the credit ratings assigned to the Credit Facility from time to time. The current commitment fee rate is 0.25%. The weighted average interest rate under the Term Loan Credit Facility at June 30, 2024 was 6.73% .

Amortization and Prepayments

The Term Loan Credit Facility is not subject to interim amortization. GLP Capital is required to prepay outstanding term loans with 100% of the net cash proceeds from the issuance of other debt that is unconditionally guaranteed by GLPI and conditionally guaranteed by Bally’s (“Alternative Acquisition Debt”) that is received by GLPI, GLP Capital or any of their subsidiaries after the funding date of the Term Loan Facility (other than any incremental term loans under the Term Loan Credit Agreement and loans under the Bridge Revolving Facility (as defined below)) except to the extent such net cash proceeds are applied to repaying outstanding loans under the Bridge Revolving Facility. GLP Capital is not otherwise required to repay any loans under the Term Loan Credit Facility prior to maturity. GLP Capital may prepay all or any portion of the loans under the Term Loan Credit Facility prior to maturity without premium or penalty, subject to reimbursement of any SOFR breakage costs of the lenders, and may reborrow loans that it has repaid. 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 June 30, 2024, the Company was in compliance with all required financial covenants under the Term Loan Credit Facility.

Senior Unsecured Credit Agreement and Amended Credit Agreement

On May 13, 2022, GLP Capital entered into a credit agreement (the "Credit Agreement") providing for a $1.75 billion revolving credit facility (the "Initial Revolving Credit Facility") maturing in May 2026, plus two six-month extensions at GLP Capital's option. The majority of our debt is at fixed rates and our exposure to variable interest rates is currently limited to 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").
Loans under the Bridge Revolving Facility are subject to 1% amortization per annum. Amounts repaid under the Bridge Revolving Facility cannot be reborrowed and the corresponding commitments are automatically re-allocated to the existing revolving facility under the Amended Credit Agreement. GLP Capital is required to prepay the loans under the Bridge Revolving Facility with 100% of the net cash proceeds from the issuance of Alternative Acquisition Debt that is received by GLPI, GLP Capital or any of their subsidiaries (other than any term loans under the Term Loan Credit Agreement and any loans under the Bridge Revolving Facility). Any outstanding commitments under the Bridge Revolving Facility that have not been borrowed by December 31, 2024 are automatically re-allocated to the existing revolving facility under the Amended Credit Agreement.

GLP Capital's ability to borrow under the Bridge Revolving Facility is subject to certain conditions including pro forma compliance with GLP Capital's financial covenants, as well as the receipt by Agent of a conditional guarantee of the loans under the Bridge Revolving Facility by Bally’s on a secondary basis, subject to enforcement of all remedies against GLP Capital, GLPI and all sources other than Bally’s. Loans under the Bridge Revolving Facility will not be treated pro rata with loans under the existing revolving credit facility.

At June 30, 2024, no amounts were outstanding under the Amended Credit Agreement. Additionally, at June 30, 2024, the Company was contingently obligated under letters of credit issued pursuant to the Amended Credit Agreement with face amounts aggregating approximately $0.4 million, resulting in $1,749.6 million of available borrowing capacity under the Amended Credit Agreement as of June 30, 2024.

The interest rates payable on the loans borrowed under the Revolver are, at GLP Capital's option, equal to either a SOFR based rate or a base rate plus an applicable margin, which ranges from 0.725% to 1.40% per annum for SOFR loans and 0.0% to 0.4% per annum for base rate loans, in each case, depending on the credit ratings assigned to the Amended Credit Agreement. The current applicable margin is 1.05% for SOFR loans and 0.05% for base rate loans. Notwithstanding the foregoing, in no event shall the base rate be less than 1.00%. In addition, GLP Capital will pay a facility fee on the commitments under the revolving facility, regardless of usage, at a rate that ranges from 0.125% to 0.3% per annum, depending on the credit rating assigned to the Amended Credit Agreement from time to time. The current facility fee rate is 0.25%. The Amended Credit Agreement is not subject to interim amortization except with respect to the Bridge Revolving Facility. GLP Capital is not required to repay any loans under the Amended Credit Agreement prior to maturity except as set forth above with respect to the Bridge Revolving Facility. GLP Capital may prepay all or any portion of the loans under the Amended Credit Agreement prior to maturity without premium or penalty, subject to reimbursement of any SOFR breakage costs of the lenders and may reborrow loans that it has repaid.

The Amended Credit Agreement contains customary covenants that, among other things, restrict, subject to certain exceptions, the ability of GLPI and its subsidiaries to grant liens on their assets, incur indebtedness, sell assets, make investments, engage in acquisitions, mergers or consolidations or pay certain dividends and make other restricted payments. The Amended Credit Agreement includes the following financial covenants, which are measured quarterly on a trailing four-quarter basis: a maximum total debt to total asset value ratio, a maximum senior secured debt to total asset value ratio, a maximum ratio of certain recourse debt to unencumbered asset value and a minimum fixed charge coverage ratio. GLPI is permitted to pay dividends to its shareholders as may be required in order to maintain REIT status, subject to the absence of payment or bankruptcy defaults. GLPI is also permitted to make other dividends and distributions subject to pro forma compliance with the financial covenants and the absence of defaults. The Amended Credit Agreement also contains certain customary affirmative covenants and events of default, including the occurrence of a change of control and termination of the Amended PENN Master Lease (subject to certain replacement rights). The occurrence and continuance of an event of default under the Amended Credit Agreement will enable the lenders under the Amended Credit Agreement to accelerate the loans and terminate the commitments thereunder. At June 30, 2024, the Company was in compliance with all required financial covenants under the Amended Credit Agreement.

Senior Unsecured Notes

At June 30, 2024, the Company had $6,075.0 million of outstanding senior unsecured notes (the "Senior Notes"). Each of the Company's Senior Notes contain covenants limiting the Company’s ability to: incur additional debt and use its assets to secure debt; merge or consolidate with another company; and make certain amendments to the Amended PENN Master Lease. The Senior Notes also require the Company to maintain a specified ratio of unencumbered assets to unsecured debt. These covenants are subject to a number of important and significant limitations, qualifications and exceptions.
The Company may redeem the Senior Notes of any series at any time, and from time to time, at a redemption price of 100% of the principal amount of the Senior Notes redeemed, plus a "make-whole" redemption premium described in the indenture governing the Senior Notes, together with accrued and unpaid interest to, but not including, the redemption date, except that if Senior Notes of a series are redeemed 90 or fewer days prior to their maturity, the redemption price will be 100% of the principal amount of the Senior Notes redeemed, together with accrued and unpaid interest to, but not including, the redemption date. If GLPI experiences a change of control accompanied by a decline in the credit rating of the Senior Notes of a particular series, the Company will be required to give holders of the Senior Notes of such series the opportunity to sell their Senior Notes of such series at a price equal to 101% of the principal amount of the Senior Notes of such series, together with accrued and unpaid interest to, but not including, the repurchase date. The Senior Notes also are subject to mandatory redemption requirements imposed by gaming laws and regulations. 
The Senior Notes were issued by GLP Capital, L.P. and GLP Financing II, Inc. (the "Issuers"), two consolidated subsidiaries of GLPI, and are guaranteed on a senior unsecured basis by GLPI. The guarantees of GLPI are full and unconditional. The Senior Notes are the Issuers' senior unsecured obligations and rank pari passu in right of payment with all of the Issuers' senior indebtedness, including the Amended Credit Agreement, and senior in right of payment to all of the Issuers' subordinated indebtedness, without giving effect to collateral arrangements.
The Senior Notes contain covenants limiting the Company’s ability to: incur additional debt and use its assets to secure debt; merge or consolidate with another company; and make certain amendments to the PENN Master Lease. The Senior Notes also require the Company to maintain a specified ratio of unencumbered assets to unsecured debt. These covenants are subject to a number of important and significant limitations, qualifications and exceptions.
At June 30, 2024, the Company was in compliance with all required financial covenants under its Senior Notes.
v3.24.2
Fair Value of Financial Assets and Liabilities Fair Value of Financial Assets and Liabilities
3 Months Ended
Jun. 30, 2023
Fair Value Disclosures [Abstract]  
Fair Value of Financial Assets and Liabilities 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 (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.

Investment securities held to maturity

As discussed in Note 2, in February 2024, the Company purchased U.S. Treasury Bills that will mature in August 2024. 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.

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):
 June 30, 2024December 31, 2023
 Carrying
Amount
Fair
Value
Carrying
Amount
Fair
Value
Financial assets:    
Cash and cash equivalents
$94,494 $94,494 $683,983 $683,983 
Investment securities held to maturity347,782 347,715 — — 
Investment in leases, financing receivables, net2,312,021 2,053,036 2,023,606 1,969,326 
Real estate loans, net
90,372 94,407 39,036 40,299 
Deferred compensation plan assets
36,373 36,373 32,894 32,894 
Financial liabilities:    
Long-term debt:    
Amended Credit Agreement and Term Loan Credit Facility600,000 600,000 600,000 600,000 
Senior Notes6,075,000 5,803,095 6,075,000 5,816,919 

Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis
There were no other assets or liabilities measured at fair value on a nonrecurring basis during the six months ended June 30, 2024 and 2023.
v3.24.2
Commitments and Contingencies
6 Months Ended
Jun. 30, 2024
Commitments and Contingencies Disclosure [Abstract]  
Commitments and Contingencies 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. The majority of these matters are subject to indemnification and defense obligations of 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. 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 hotels 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.

As discussed in Note 1, the Company has also committed to providing up to $150 million (of which $93 million was funded as of June 30, 2024) of development funding via the Rockford Loan. Any borrowings under the Rockford Loan will be subject to an interest rate of 10%. The Rockford Loan has a draw period of up to 1 year and a maximum outstanding period of up to 6 years (5-year initial term with a 1-year extension). The Rockford Loan is prepayable without penalty following the opening of the Hard Rock Casino Rockford which is expected in late August 2024. The Rockford Loan advances are subject to customary construction lending terms and conditions.

On June 3, 2024, the Company announced that it has agreed to fund and oversee a landside move and hotel renovation of The Belle for Casino Queen. GLPI has committed to provide up to approximately $111 million of funding for the project (of which $7 million has been funded as of June 30, 2024), which is expected to be completed by September 2025. The casino will continue to operate during the construction period except while gaming equipment is being moved to the new facility. 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.
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.
v3.24.2
Revenue Recognition
6 Months Ended
Jun. 30, 2024
Revenue Recognition [Abstract]  
Revenue Recognition Revenue Recognition
Revenues from Real Estate

As of June 30, 2024, 14 of the Company’s real estate investment properties were leased to a subsidiary of PENN under the Amended PENN Master Lease, 7 of the Company's real estate investment properties were leased to a subsidiary under the PENN 2023 Master Lease, 12 of the Company's real estate investment properties were leased to a subsidiary of PENN under the Amended Pinnacle Master Lease, 5 of the Company's real estate investment properties were leased to a subsidiary of Caesars under the Third Amended and Restated Caesars Master Lease, 3 of the Company's real estate investment properties were leased to a subsidiary of Boyd under the Boyd Master Lease, 8 of the Company's real estate investment properties were leased to a subsidiary of Bally's under the Bally's Master Lease, 2 of the Company's real estate investment properties were leased to a subsidiary of Cordish under the Pennsylvania Live! Master Lease, 4 of the Company's real estate properties were leased to a subsidiary of Casino Queen under the Third Amended and Restated Casino Queen Master Lease and 3 of the Company's real estate investment properties were leased to subsidiaries of Strategic under the Strategic Gaming Leases. Additionally, the land under PENN's Hollywood Casino Morgantown is subject to the Morgantown Lease. 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 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 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 on the Third Amended and Restated Casino Queen Master Lease 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.

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.

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.

On August 29, 2023, the Company acquired the land associated with a development project in Rockford, IL. Simultaneously with the land acquisition, GLPI 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, GLPI entered into the Tioga Downs Lease which has an initial lease term of 30 years and initial annual rent that is subject to annual fixed escalations of 1.75% beginning with the first anniversary which increases to 2% beginning in year fifteen of the lease through the remainder of its initial term.

On May 16, 2024, the Company acquired the real estate assets of Silverado, DMG, and Baldini's. Simultaneous with the acquisition, GLPI and affiliates of Strategic entered into the Strategic Gaming Leases. The rent is subject to a fixed 2.0% annual escalation beginning in year three of the lease and a CPI-based annual escalation beginning in year 11 of the lease, at the greater of 2% or CPI capped at 2.5%.

Furthermore, the Company's master leases with percentage rent provide for a floor on the percentage rent described above, should the Company's tenants acquire or commence operating a competing facility within a restricted area (typically 60 miles from a property under the existing master lease with such tenant). These clauses provide landlord protections by basing the percentage rent floor for any affected facility on the net revenues of such facility for the calendar year immediately preceding the year in which the competing facility is acquired or first operated by the tenant. 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.
Details of the Company's income from real estate for the three and six months ended June 30, 2024 was as follows (in thousands):
Three Months Ended June 30, 2024Six Months Ended June 30, 2024
Building base rent $286,638 $569,296 
Land base rent43,387 86,773 
Percentage rent and other rental revenue17,564 34,178 
Interest income on real estate loans1,837 2,914 
Total cash income$349,426 $693,161 
Straight-line rent adjustments15,790 31,580 
Ground rent in revenue8,634 17,189 
Accretion on financing receivables6,776 14,660 
Total income from real estate$380,626 $756,590 

As of June 30, 2024, the future minimum rental income from the Company's rental properties under non-cancelable operating leases, including any reasonably assured renewal periods, was as follows (in thousands):
Year ending December 31,Future Rental Payments ReceivableStraight-Line Rent Adjustments (1)Future Base Ground Rents ReceivableFuture Income to be Recognized Related to Operating Leases
2024 (remainder of year)$625,347 $30,630 $6,506 $662,483 
20251,249,780 57,055 13,007 1,319,842 
20261,158,629 49,756 12,180 1,220,565 
20271,116,076 42,967 11,302 1,170,345 
20281,118,221 36,079 11,184 1,165,484 
Thereafter5,906,870 33,149 56,127 5,996,146 
Total$11,174,923 $249,636 $110,306 $11,534,865 
(1)    Includes a $3.6 million tenant improvement allowance that is being amortized over the life of a tenant lease.
The table above presents the cash rent the Company expects to receive from its tenants, including adjustments to recognize this rent on a straight-line basis over the lease term. The Company also includes the future non-cash revenue it expects to recognize from the fixed portion of tenant paid ground leases in the table above. See Note 3 for the future contractual cash receipts to be received by the Company under its Investment in leases, financing receivables, net.
The Company may periodically loan funds to casino 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.
Business and Operations 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 GLPI, through a series of internal corporate restructurings, substantially all of the assets and liabilities associated with PENN’s real property interests and real estate development business, as well as the assets and liabilities of Hollywood Casino Baton Rouge and Hollywood Casino Perryville (which are referred to as the "TRS Properties") and then spun-off GLPI to holders of PENN's common and preferred stock in a tax-free distribution (the "Spin-Off"). The assets and liabilities of GLPI were recorded at their respective historical carrying values at the time of the Spin-Off in accordance with the provisions of Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") 505-60 - Spinoffs and Reverse Spinoffs ("ASC 505").

The Company elected on its 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 at the time held the real estate of the Tropicana Las Vegas Casino Hotel Resort ("Tropicana Las Vegas"), elected to treat Tropicana LV, LLC as a TRS. In September 2022, Bally's Corporation (NYSE: BALY) ("Bally's") acquired both the building assets from GLPI and PENN's outstanding equity interests in Tropicana Las Vegas. GLPI retained ownership of the land and entered into a ground lease with Bally's. In connection with this transaction, Tropicana LV, LLC was merged into GLP Capital. GLPI paid a special earnings and profits dividend of $0.25 per share in the first quarter of 2023 related to the sale of the building to Bally's.

As partial consideration for the transactions with The Cordish Companies ("Cordish") described below, GLP Capital issued 7,366,683 newly-issued operating partnership units ("OP Units") to affiliates of Cordish. OP Units are exchangeable for common shares of the Company on a one-for-one basis, subject to certain terms and conditions. Such issuance of OP Units to Cordish in exchange for its contribution of certain real property assets resulted in GLP Capital becoming treated as a partnership for income tax purposes, with GLPI being deemed to contribute substantially all of the assets and liabilities of GLP Capital in exchange for the general partnership and a majority of the limited partnership interests, and a minority limited partnership interest being owned by Cordish (the "UPREIT Transaction"). In advance of the UPREIT Transaction, the Company, together with GLP Financing II, Inc. jointly elected for GLP Financing II, Inc. to be treated as a TRS effective December 23, 2021. On January 3, 2023, the Company issued 286,643 OP Units to affiliates of Bally's in connection with its acquisition of Bally's Hard Rock Hotel & Casino Biloxi ("Bally's Biloxi") and Bally's Tiverton Casino & Hotel ("Bally's Tiverton"). On February 6, 2024, the Company also issued 434,304 OP Units in connection with the acquisition of the real estate assets of Tioga Downs Casino Resort ("Tioga Downs") from American Racing & Entertainment LLC ("American Racing"). There were 8,087,630 OP Units outstanding as of June 30, 2024.

GLPI’s primary business consists of acquiring, financing, and owning real estate property to be leased to gaming operators in triple-net lease arrangements. As of June 30, 2024, GLPI’s portfolio consisted of interests in 65 gaming and related facilities, including the real property associated with 34 gaming and related facilities operated by PENN, the real property
associated with 6 gaming and related facilities operated by Caesars Entertainment Inc. (NASDAQ: CZR) ("Caesars"), the real property associated with 4 gaming and related facilities operated by Boyd Gaming Corporation (NYSE: BYD) ("Boyd"), the real property associated with 9 gaming and related facilities operated by Bally's, the real property associated with 3 gaming and related facilities operated by Cordish, the real property associated with 4 gaming and related facilities operated by Casino Queen, 1 gaming facility under construction that upon opening is intended to be managed by a subsidiary of Hard Rock International ("Hard Rock"), 3 gaming and related facilities operated by Strategic Gaming Management, LLC ("Strategic") and 1 gaming and related facility operated by American Racing. These facilities, including our corporate headquarters building, are geographically diversified across 20 states and contain approximately 29.3 million square feet. As of June 30, 2024, the Company's properties were 100% occupied. GLPI expects to continue growing its portfolio by pursuing opportunities to acquire additional gaming facilities to lease to gaming operators under prudent terms.

PENN 2023 Master Lease and Amended PENN Master Lease

As a result of the Spin-Off, GLPI owns substantially all of PENN’s former real property assets (as of the consummation of the Spin-Off) and leases back most of those assets to PENN for use by its subsidiaries pursuant to a unitary master lease (the initial form of such lease the "Original PENN Master Lease"). The Original PENN Master Lease was a triple-net lease, the term of which was scheduled to expire on October 31, 2033, with no purchase option, followed by three remaining 5-year renewal options (exercisable by the tenant) on the same terms and conditions extending to October 31, 2048.

On October 10, 2022, the Company announced that it agreed to create a new master lease with PENN for seven of PENN's properties (the "PENN 2023 Master Lease"). The companies also agreed to a funding mechanism to support PENN's pursuit of relocation and development opportunities at several of the properties included in the PENN 2023 Master Lease.

Pursuant to this agreement, the Original PENN Master Lease was amended (the "Amended PENN Master Lease") to remove PENN's properties in Aurora and Joliet, Illinois; Columbus and Toledo, Ohio; and Henderson, Nevada. The properties removed from the Original PENN Master Lease were added to the PENN 2023 Master Lease. In addition, the existing leases for the Hollywood Casino at The Meadows in Pennsylvania (the "Meadows Lease") and the Hollywood Casino Perryville in Maryland (the "Perryville Lease") were terminated and these properties were transferred into the PENN 2023 Master Lease. Both the Amended PENN Master Lease and the PENN 2023 Master Lease are triple-net operating leases, that became effective on January 1, 2023, the terms of which expire on October 31, 2033, with no purchase options, followed by three remaining 5-year renewal options (exercisable by the tenant) on the same terms and conditions extending to October 31, 2048.

GLPI agreed to fund up to $225 million for the relocation of PENN's riverboat casino in Aurora at a 7.75% cap rate and, if requested by PENN, will fund up to $350 million for the relocation of the Hollywood Casino Joliet, as well as the construction of a hotel at Hollywood Casino Columbus and the construction of a second hotel tower at the M Resort Spa Casino at then current market rates.

Amended Pinnacle Master Lease, Boyd Master Lease and Belterra Park Lease

In April 2016, the Company acquired substantially all of the real estate assets of Pinnacle Entertainment, Inc. ("Pinnacle") for approximately $4.8 billion. GLPI originally leased these assets back to Pinnacle, under a unitary triple-net lease, the term of which expires April 30, 2031, with no purchase option, followed by four remaining 5-year renewal options (exercisable by the tenant) on the same terms and conditions (the "Pinnacle Master Lease"). On October 15, 2018, the Company completed its previously announced transactions with PENN, Pinnacle and Boyd to accommodate PENN's acquisition of the majority of Pinnacle's operations, pursuant to a definitive agreement and plan of merger between PENN and Pinnacle, dated December 17, 2017 (the "PENN-Pinnacle Merger"). Concurrent with the PENN-Pinnacle Merger, the Company amended the Pinnacle Master Lease to allow for the sale of the operating assets of Ameristar Casino Hotel Kansas City, Ameristar Casino Resort Spa St. Charles and Belterra Casino Resort from Pinnacle to Boyd (the "Amended Pinnacle Master Lease") and entered into a new unitary triple-net master lease agreement with Boyd (the "Boyd Master Lease") for these properties on terms similar to the Company’s Amended Pinnacle Master Lease. The Boyd Master Lease has an initial term of 10 years (from the original April 2016 commencement date of the Pinnacle Master Lease and expiring April 30, 2026), with no purchase option, followed by five 5-year renewal options (exercisable by the tenant) on the same terms and conditions. The Company also purchased the real estate assets of Plainridge Park Casino ("Plainridge Park") from PENN for $250.0 million, exclusive of transaction fees and taxes, and added this property to the Amended Pinnacle Master Lease. The Amended Pinnacle Master Lease was assumed by PENN at the consummation of the PENN-Pinnacle Merger. The Company also entered into a mortgage loan agreement with Boyd in connection with Boyd's acquisition of Belterra Park Gaming & Entertainment Center ("Belterra Park"), whereby the Company loaned Boyd $57.7 million (the "Belterra Park Loan"). In May 2020, the Company acquired the real estate of Belterra Park in satisfaction of the Belterra Park Loan, subject to a long-term lease (the "Belterra Park Lease") with a Boyd affiliate operating the property. The Belterra Park Lease rent terms are consistent with the Boyd Master Lease. The annual rent
is comprised of a fixed component, part of which is subject to an annual escalator of up to 2% if certain rent coverage ratio thresholds are met, and a component that is based on the performance of the facilities which is adjusted, subject to certain floors, every two years to an amount equal to 4% of the average annual net revenues of Belterra Park during the preceding two years in excess of a contractual baseline.

Third Amended and Restated Caesars Master Lease

On October 1, 2018, the Company closed its previously announced transaction to acquire certain real property assets from Tropicana Entertainment Inc. ("Tropicana") and certain of its affiliates pursuant to a Purchase and Sale Agreement dated April 15, 2018 between Tropicana and GLP Capital, which was subsequently amended on October 1, 2018 (as amended, the "Amended Real Estate Purchase Agreement"). Pursuant to the terms of the Amended Real Estate Purchase Agreement, the Company acquired the real estate assets of Tropicana Atlantic City, Tropicana Evansville, Tropicana Laughlin, Trop Casino Greenville and the Belle of Baton Rouge ("The Belle") (the "GLP Assets") from Tropicana for an aggregate cash purchase price of $964.0 million, exclusive of transaction fees and taxes (the "Tropicana Acquisition"). Concurrent with the Tropicana Acquisition, Eldorado Resorts, Inc. (now doing business as Caesars) acquired the operating assets of these properties from Tropicana pursuant to an Agreement and Plan of Merger dated April 15, 2018 by and among Tropicana, GLP Capital, Caesars and a wholly-owned subsidiary of Caesars and leased the GLP Assets from the Company pursuant to the terms of a new unitary triple-net master lease with an initial term of 15 years, with no purchase option, followed by four successive 5-year renewal periods (exercisable by the tenant) on the same terms and conditions (the "Caesars Master Lease").

On June 15, 2020, the Company amended and restated the Caesars Master Lease (as amended, the "Amended and Restated Caesars Master Lease") to, (i) extend the initial term of 15 years to 20 years, with renewals of up to an additional 20 years at the option of Caesars, (ii) remove the variable rent component in its entirety commencing with the third lease year, (iii) in the third lease year, increase annual land base rent and annual building base rent, (iv) provide fixed escalation percentages that delay the escalation of building base rent until the commencement of the fifth lease year with building base rent increasing annually by 1.25% in the fifth and sixth lease years, 1.75% in the seventh and eighth lease years and 2% in the ninth lease year and each lease year thereafter, (v) subject to the satisfaction of certain conditions, permit Caesars to elect to replace the Tropicana Evansville and/or Trop Casino Greenville properties under the Amended and Restated Caesars Master Lease with one or more of Caesars Gaming Scioto Downs, The Row in Reno, Isle Casino Racing Pompano Park, Isle Casino Hotel – Black Hawk, Lady Luck Casino – Black Hawk, Isle Casino Waterloo ("Waterloo"), Isle Casino Bettendorf ("Bettendorf") or Isle of Capri Casino Boonville, provided that the aggregate value of such new property, individually or collectively, was at least equal to the value of Tropicana Evansville or Tropicana Greenville, as applicable, (vi) permit Caesars to elect to sell its interest in The Belle and sever it from the Amended and Restated Caesars Master Lease (with no change to the rent obligation to the Company), subject to the satisfaction of certain conditions, and (vii) provide certain relief under the operating, capital expenditure and financial covenants thereunder in the event of facility closures due to pandemics, governmental restrictions and certain other instances of unavoidable delay. The effectiveness of the Amended and Restated Caesars Master Lease was subject to the review and approval of certain gaming regulatory agencies and the expiration of applicable gaming regulatory advance notice periods which conditions were satisfied on July 23, 2020.

On December 18, 2020, the Company and Caesars amended and restated the Amended and Restated Caesars Master Lease (as amended and restated, the "Second Amended and Restated Caesars Master Lease") in connection with the completion of an Exchange Agreement (the "Exchange Agreement") with subsidiaries of Caesars in which Caesars transferred to the Company the real estate assets of Waterloo and Bettendorf in exchange for the transfer by the Company to Caesars of the real property assets of Tropicana Evansville, plus a cash payment of $5.7 million. In connection with the Exchange Agreement, the annual building base rent and the annual land base rent were increased.

On November 13, 2023, the Company and Caesars amended and restated the Second Amended and Restated Caesars Master Lease (as amended and restated, the "Third Amended and Restated Caesars Master Lease") in connection with Caesars selling its interest in The Belle to Casino Queen with no change in rent obligation to the Company.

Horseshoe St. Louis Lease

On October 1, 2018, the Company entered into a loan agreement with Caesars in connection with Caesars’s acquisition of Lumière Place Casino, now known as Horseshoe St. Louis, whereby the Company loaned Caesars $246.0 million (the "CZR loan"). The CZR loan bore interest at a rate equal to (i) 9.09% until October 1, 2019 and (ii) 9.27% until its maturity. On the one-year anniversary of the CZR loan, the mortgage evidenced by a deed of trust on the Horseshoe St. Louis property terminated and the loan became unsecured. On June 24, 2020, the Company received approval from the Missouri Gaming Commission to own the real estate assets of the Horseshoe St. Louis property in satisfaction of the CZR loan. On September 29, 2020, the transaction closed and the Company entered into a new single property triple net lease with an affiliate of Caesars
(the "Horseshoe St. Louis Lease") the initial term of which expires on October 31, 2033, with four separate renewal options of five years each, exercisable at the tenant's option. The Horseshoe St. Louis Lease was amended on December 1, 2021 to adjust the rent terms such that the annual escalator is now fixed at 1.25% for the second through fifth lease years, increasing to 1.75% for the sixth and seventh lease years and thereafter increasing by 2.0% for the remainder of the lease.

Bally's Master Lease

On June 3, 2021, the Company completed its previously announced transaction pursuant to which a subsidiary of Bally's acquired 100% of the equity interests in the Caesars subsidiary that currently operates Tropicana Evansville and the Company reacquired the real property assets of Tropicana Evansville from Caesars for a cash purchase price of approximately $340.0 million. In addition, the Company purchased the real estate assets of Dover Downs Hotel & Casino (now Bally's Dover Casino Resort) from Bally's for a cash purchase price of approximately $144.0 million. The real estate assets of these two facilities were added to a new triple net master lease (the "Bally's Master Lease") the annual rent of which is subject to contractual escalations based on the Consumer Price Index ("CPI") with a 1% floor and a 2% ceiling, subject to the CPI meeting a 0.5% threshold. The Bally's Master Lease has an initial term of 15 years, with no purchase option, followed by four 5 year renewal options (exercisable by the tenant) on the same terms and conditions.

The Company completed the acquisitions of the real estate assets of Bally's Black Hawk and Bally's Quad Cities on April 1, 2022 and Bally's Biloxi and Bally's Tiverton on January 3, 2023. The existing Bally's Master Lease was amended to add these properties with annual rent increases that are subject to the escalation clauses described above.

In connection with GLPI’s commitment to consummate the Bally’s Biloxi and Bally's Tiverton acquisitions, the Company also agreed to pre-fund, at Bally’s election, a deposit of up to $200.0 million, which was funded in September 2022. This amount was credited to GLPI along with a $9.0 million transaction fee payable at closing which occurred on January 3, 2023. The Company continues to have the option, subject to receipt by Bally's of required consents, to acquire the real property assets of Bally's Twin River Lincoln Casino Resort ("Bally's Lincoln") prior to December 31, 2026 for a purchase price of $735.0 million, which has been reduced from $771.0 million and additional rent of $58.8 million.

Tropicana Las Vegas Lease

On April 16, 2020, the Company and certain of its subsidiaries closed on its previously announced transaction to acquire the real property associated with the Tropicana Las Vegas from PENN in exchange for $307.5 million of rent credits which were applied against future rent obligations due under the parties' existing leases during 2020.

On September 26, 2022, Bally’s acquired both GLPI’s building assets and PENN's outstanding equity interests in Tropicana Las Vegas for an aggregate cash acquisition price, net of fees and expenses, of approximately $145 million. GLPI retained ownership of the land and concurrently entered into a ground lease for an initial term of 50 years (with a maximum term of 99 years inclusive of tenant renewal options). All rent is subject to contractual escalations based on the CPI, with a 1% floor and 2% ceiling, subject to the CPI meeting a 0.5% threshold. The ground lease is supported by a Bally’s corporate guarantee and cross-defaulted with the Bally's Master Lease (the "Tropicana Las Vegas Lease").
On May 13, 2023, the Company, Tropicana Las Vegas, Inc., a Nevada corporation and wholly owned subsidiary of Bally’s, and Athletics Holdings LLC (“Athletics”), which owns the Major League Baseball team currently known as the Oakland Athletics (the “Team”), entered into a binding letter of intent (the “LOI”) setting forth the terms for developing a stadium that would serve as the home venue for the Team (the “Stadium”). The Stadium is expected to complement the potential resort redevelopment envisioned at our 35-acre property in Clark County, Nevada (the “Tropicana Site”), owned indirectly by GLPI through its indirect subsidiary, Tropicana Land LLC, a Nevada limited liability company and leased by GLPI to Bally’s pursuant to the Tropicana Las Vegas Lease. The LOI allows for Athletics to be granted fee ownership by GLPI of approximately 9 acres of the Tropicana Site for construction of the Stadium. The LOI provides that following the Stadium site transfer, there will be no reduction in the rent obligations of Bally’s on the remaining portion of the Tropicana Site or other modifications to the ground lease, and that to the extent GLPI has any consent or approval rights under the Tropicana Las Vegas Lease, such rights shall remain enforceable unless expressly modified in writing in the definitive documents. Bally's and GLPI are agreeing to provide the Stadium site transfer in exchange for the benefits that the Stadium is expected to bring to the Tropicana Site. The LOI provides that Athletics shall pay all the costs associated with the design, development, and construction of the Stadium and Bally’s shall pay all costs for the redevelopment of the casino and hotel resort amenities. GLPI is expected to commit to up to $175.0 million of funding for hard construction costs, such as demolition and site preparation and build out of minimum public spaces needed for utilization of the Stadium. The LOI provides that during the development period, rent will be due at 8.5% of what has been funded, provided that the first $15.0 million advanced for the costs of construction of the food, beverage and retail entrance plaza shall not be subject to increased rent. GLPI may have the opportunity to fund additional amounts of the construction under certain circumstances. In addition, the LOI provides that the transaction will be subject to customary approvals and other conditions, including, without limitation, approval of a master plan for the site, and certain approvals by the Nevada Gaming Control Board and Nevada Gaming Commission.

Morgantown Lease

On October 1, 2020, the Company and PENN closed on their previously announced transaction whereby GLPI acquired the land under PENN's gaming facility under construction in Morgantown, Pennsylvania in exchange for $30.0 million in rent credits that were utilized by PENN in the fourth quarter of 2020. The Company is leasing the land back to an affiliate of PENN for an initial term of 20 years, followed by six 5-year renewal options exercisable by the tenant. On the opening date of the gaming facility and on each anniversary thereafter for each of the following three lease years rent increased by 1.5% annually (on a prorated basis for the remainder of the lease year in which the gaming facility opened) and commencing on the fourth anniversary of the opening date and for each anniversary thereafter, (i) if the CPI increase is at least 0.5% for any lease year, the rent for such lease year shall increase by 1.25% of rent as of the immediately preceding lease year, and (ii) if the CPI increase is less than 0.5% for such lease year, then the rent shall not increase for such lease year (the "Morgantown Lease"). Hollywood Casino Morgantown opened on December 22, 2021.

Third Amended and Restated Casino Queen Master Lease

On November 25, 2020, the Company entered into a definitive agreement to sell the operations of its Hollywood Casino Baton Rouge to Casino Queen for $28.2 million (the "HCBR transaction"). The HCBR transaction closed on December 17, 2021. The Company retained ownership of all real estate assets at Hollywood Casino Baton Rouge and simultaneously entered into a triple net master lease with Casino Queen, which includes the Casino Queen property in East St. Louis that was leased by the Company to Casino Queen and the Hollywood Casino Baton Rouge facility (the "Second Amended and Restated Casino Queen Master Lease"). The lease has an initial term of 15 years with four 5-year renewal options (exercisable by the tenant) on the same terms and conditions. The annual rent increases by 0.5% for the first six years. Beginning with the seventh lease year through the remainder of the lease term, if the CPI increases by at least 0.25% for any lease year then annual rent shall be increased by 1.25%, and if the CPI increase is less than 0.25% then rent will remain unchanged for such lease year. Additionally, the Company's landside development project at Casino Queen Baton Rouge was completed in late August 2023 and the rent under the Second Amended and Restated Casino Queen Master Lease was adjusted upon opening to reflect a yield of 8.25% on GLPI's project costs of $77 million. The Company then entered into an amendment to the Second Amended and Restated Casino Queen Master Lease, in connection with the acquisition of the land and certain improvements at Casino Queen Marquette for $32.72 million as of September 6, 2023 and annual rent was increased by $2.7 million for this acquisition. Additionally, the Company anticipates funding certain construction costs for an amount not to exceed $12.5 million, for a landside development project at Casino Queen Marquette. The rent will be adjusted to reflect a yield of 8.25% for the funded project costs. The Second Amended and Restated Casino Queen Master Lease was subsequently amended and restated on November 13, 2023 (the "Third Amended and Restated Casino Queen Master Lease").

On June 3, 2024, the Company announced that it has agreed to fund and oversee a landside move and hotel renovation of The Belle for Casino Queen. GLPI has committed to provide up to approximately $111 million of funding for the project ($7.0 million of which has been funded as of June 30, 2024), which is expected to be completed by September 2025. The
casino will continue to operate for the construction period except while gaming equipment is being moved to the new facility. GLPI will own the new facility and Casino Queen will pay an incremental rental yield of 9% on the development funding beginning a year from the initial disbursement of funds, which occurred on May 30, 2024.

Maryland Live! Lease and Pennsylvania Live! Master Lease

On December 6, 2021, the Company announced that it agreed to acquire the real property assets of Live! Casino & Hotel Maryland, Live! Casino & Hotel Philadelphia, and Live! Casino Pittsburgh, including applicable long-term ground leases, from affiliates of Cordish for aggregate consideration of approximately $1.81 billion, excluding transaction costs at deal announcement. The transaction also includes a binding partnership on future Cordish casino developments, as well as potential financing partnerships between the Company and Cordish in other areas of Cordish's portfolio of real estate and operating businesses. On December 29, 2021, the Company completed its acquisition of the real property assets of Live! Casino & Hotel Maryland and entered into a single asset lease for Live! Casino & Hotel Maryland (the "Maryland Live! Lease"). On March 1, 2022, the Company completed its acquisition of the real estate assets of Live! Casino & Hotel Philadelphia and Live! Casino Pittsburgh for $689 million and leased back the real estate to Cordish pursuant to a new triple net master lease with Cordish (as amended from time to time, the "Pennsylvania Live! Master Lease"). The Pennsylvania Live! Master Lease and the Maryland Live! Lease each have initial lease terms of 39 years, with a maximum term of 60 years inclusive of tenant renewal options. The annual rent for both leases has a 1.75% fixed yearly escalator on the entirety of rent commencing on the leases' second anniversary.

Rockford Lease

On August 29, 2023, the Company acquired the land associated with a casino development project in Rockford, IL, that upon opening is intended to be managed by a subsidiary of Hard Rock, from an affiliate of 815 Entertainment, LLC ("815 Entertainment") for $100.0 million. Simultaneously with the land acquisition, an affiliate of GLPI entered into a ground lease with 815 Entertainment for a 99 year term. The initial annual rent for the ground lease is $8.0 million, subject to fixed 2% annual escalation beginning with the lease's first anniversary and for the entirety of its term (the "Rockford Lease").

In addition to the Rockford Lease, the Company has also committed to providing up to $150 million of development funding via a senior secured delayed draw term loan (the "Rockford Loan"). Borrowings under the Rockford Loan will be subject to an interest rate of 10%. The Rockford Loan has a maximum outstanding period of up to 6 years (5-year initial term with a 1-year extension). The Rockford Loan is prepayable without penalty following the opening of the Hard Rock Casino in Rockford, IL ("Hard Rock Casino Rockford") , which is expected in late August 2024. The Rockford Loan advances are subject to typical construction lending terms and conditions. As of June 30, 2024, $93 million was advanced and outstanding under the Rockford Loan. Additionally, the Company also received a right of first refusal on the building improvements of the Hard Rock Casino Rockford if there is a future decision to sell them once completed.

Tioga Downs Lease

On February 6, 2024, the Company acquired the real estate assets of Tioga Downs in Nichols, NY from American Racing for $175.0 million. Simultaneous with the acquisition, an affiliate of GLPI and American Racing entered into a triple-net lease agreement for an initial 30 year term followed by two renewal options of 10 years each and a third renewal option of approximately 12 years and ten months. The initial annual rent is $14.5 million and is subject to annual fixed escalations of 1.75% beginning with the first anniversary which increases to 2% beginning in year fifteen of the lease through the remainder of its initial term (the "Tioga Downs Lease").

Strategic Gaming Leases

On May 16, 2024, the Company acquired the real estate assets of Silverado Franklin Hotel & Gaming Complex ("Silverado"), the Deadwood Mountain Grand ("DMG") casino, and Baldini's Casino ("Baldini's") for $105 million, plus an additional $5 million that was funded at closing 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.
v3.24.2
Earnings per Share Earnings per Share
6 Months Ended
Jun. 30, 2024
Earnings Per Share [Abstract]  
Earnings per Share 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, and unvested performance-based restricted shares. 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 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 six months ended June 30, 2024 and 2023: 
        
 Three Months Ended June 30,Six Months Ended June 30,
 2024202320242023
 (in thousands)
Determination of shares:    
Weighted-average common shares outstanding271,501 262,490 271,496 262,142 
Assumed conversion of restricted stock awards133 147 123 138 
Assumed conversion of performance-based restricted stock awards
431 763 423 749 
Diluted weighted-average common shares outstanding272,065 263,400 272,042 263,029 

The following table presents the calculation of basic and diluted EPS for the Company’s common stock for the three and six months ended June 30, 2024 and 2023: 
        
 Three Months Ended June 30,Six Months Ended June 30,
 2024202320242023
 (in thousands, except per share data)
Calculation of basic EPS:    
Net income attributable to common shareholders$208,250 $155,630 $382,714 $338,981 
Less: Net income allocated to participating securities(103)(87)(174)(178)
Net income for earnings per share purposes$208,147 $155,543 $382,540 $338,803 
Weighted-average common shares outstanding271,501 262,490 271,496 262,142 
Basic EPS$0.77 $0.59 $1.41 $1.29 
Calculation of diluted EPS:    
Net income attributable to common shareholders$208,250 $155,630 $382,714 $338,981 
Diluted weighted-average common shares outstanding272,065 263,400 272,042 263,029 
Diluted EPS$0.77 $0.59 $1.41 $1.29 
Antidilutive securities excluded from the computation of diluted earnings per share90 111 106 116 
v3.24.2
Shareholders' Equity
6 Months Ended
Jun. 30, 2024
Equity [Abstract]  
Shareholders' Equity
Common stock issuance

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 six months ended June 30, 2024, the Company sold 0.2 million shares of its common stock under the 2022 ATM Program which raised net proceeds of $9.0 million. As of June 30, 2024, the Company had $584.6 million remaining for issuance under the 2022 ATM Program. Subsequent to June 30, 2024, the Company sold 2.9 million shares of its common stock under the 2022 ATM Program which raised net proceeds of $139.4 million.

Non-controlling interests

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 June 30, 2024, the Company holds a 97.1% 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 $6.2 million and $12.3 million in distributions to the non-controlling interest holders concurrently with the dividends paid to the Company's common shareholders, during the three and six month periods ended June 30, 2024, respectively. The Company paid $5.5 million and $12.9 million in distributions to the non-controlling interest holders concurrently with the dividends paid to the Company's common shareholders, during the three and six month periods ended June 30, 2023, respectively.

Dividends

The following table lists the dividends declared and paid by the Company during the six months ended June 30, 2024 and 2023:
Declaration DateShareholder Record DateSecurities ClassDividend Per SharePeriod CoveredDistribution DateDividend Amount
(in thousands)
2024
February 26, 2024March 15, 2024Common Stock$0.76First Quarter 2024March 29, 2024$206,340
May 20, 2024June 7, 2024Common Stock$0.76Second Quarter 2024June 21, 2024$206,340
2023
February 22, 2023March 10, 2023Common Stock$0.72First Quarter 2023March 24, 2023$188,896
February 22, 2023March 10, 2023Common Stock$0.25First Quarter 2023March 24, 2023$65,588
June 1, 2023June 16, 2023Common Stock$0.72Second Quarter 2023June 30, 2023$189,095
In addition, for the three and six months ended June 30, 2024 dividend payments were made to GLPI restricted stock award holders in the amount of $0.3 million and $0.5 million, respectively. In addition, for the three and six months ended June 30, 2023, dividend payments were made to GLPI restricted stock award holders in the amount of $0.2 million and $0.5 million, respectively. On February 22, 2023, the Company declared a first quarter dividend of $0.72 per share in addition to a special earnings and profit dividend related to the sale of the Tropicana Las Vegas building of $0.25 per share on the Company's common stock.
v3.24.2
Stock Based Compensation Stock Based Compensation
6 Months Ended
Jun. 30, 2024
Share-Based Payment Arrangement [Abstract]  
Stock Based Compensation 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 June 30, 2024, there was $7.3 million of total unrecognized compensation cost for restricted stock awards that will be recognized over the grants' remaining weighted average vesting period of 1.80 years. For the three and six months ended June 30, 2024, the Company recognized $1.6 million and $5.8 million of compensation expense associated with these awards, compared to $1.4 million and $5.7 million for the three and six months ended June 30, 2023, within general and administrative expenses on the condensed consolidated statements of income.

The following table contains information on restricted stock award activity for the six months ended June 30, 2024:
 Number of Award
Shares
Outstanding at December 31, 2023269,929 
Granted263,328 
Released(215,685)
Outstanding at June 30, 2024317,572 
 
Performance-based restricted stock awards have a three-year cliff vesting with the amount of restricted shares vesting at the end of the three-year period determined based upon the Company’s performance as measured against its peers.  More specifically, the percentage of shares vesting at the end of the measurement period will be based on the Company’s three-year total shareholder return measured against the three-year total shareholder return of the companies included in the MSCI US REIT index and the Company's stock performance ranking among a group of triple-net REIT peer companies. As of June 30, 2024, there was $23.5 million of total unrecognized compensation cost, which will be recognized over the performance-based restricted stock awards' remaining weighted average vesting period of 1.94 years.  For the three and six months ended June 30, 2024, the Company recognized $3.9 million and $7.8 million of compensation expense associated with these awards within general and administrative expenses on the condensed consolidated statements of income compared to $3.6 million and $7.1 million for the corresponding periods in the prior year.

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

Number of  Performance-Based Award Shares
Outstanding at December 31, 20231,492,000 
Granted523,000 
Released(478,000)
Outstanding at June 30, 20241,537,000 
v3.24.2
Supplemental Disclosures of Cash Flow Information and Noncash Activities
6 Months Ended
Jun. 30, 2024
Additional Cash Flow Elements and Supplemental Cash Flow Information [Abstract]  
Supplemental Disclosures of Cash Flow Information and Noncash Activities Supplemental Disclosures of Cash Flow Information and Noncash Activities
Supplemental disclosures of cash flow information are as follows:
 Three Months Ended June 30,Six Months Ended June 30,
 2024202320242023
(in thousands)
Cash paid for income taxes, net of refunds received $2,399 $1,086 $2,399 $979 
Cash paid for interest$88,592 $74,093 $167,626 $156,088 

Noncash Investing and Financing Activities

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.
v3.24.2
Acquisitions
6 Months Ended
Jun. 30, 2024
Business Combinations [Abstract]  
Asset Acquisition 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 May 16, 2024, the Company acquired the real estate assets of Silverado, the DMG Casino, and Baldini's for $105 million, plus an additional $5 million that was funded at closing to reimburse the tenant for capital improvements. Simultaneous with the acquisition, GLPI and affiliates of Strategic entered into two cross-defaulted triple-net lease agreements, each for an initial 25-year term with two ten-year renewal periods. The transaction was accounted for as a failed sale leaseback and the purchase price allocation of these assets and liabilities based on their respective fair values at the acquisition date are summarized below (in thousands).


Investment in leases, financing receivables116,217 
Financing lease liabilities(6,054)
Total purchase price110,163 
On February 6, 2024, the Company acquired the real estate assets of Tioga Downs, in Nichols, NY from American Racing for $175.0 million which comprised of cash, assumed debt that was repaid after closing, and OP Units. Simultaneously with the acquisition, GLPI 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 land and 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 improvements306,100 
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, that upon opening is intended to be managed by a subsidiary of Hard Rock, from an affiliate of 815 Entertainment. Simultaneously with the land acquisition, GLPI 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 improvements690 
Total purchase price$32,722 
v3.24.2
Subsequent Events
6 Months Ended
Jun. 30, 2024
Subsequent Events [Abstract]  
Subsequent Events Subsequent Events
On July 12, 2024, the Company announced that it entered into a binding term sheet with Bally’s pursuant to which the Company intends to acquire the real property assets of Bally’s Kansas City Casino (“Bally’s Kansas City”) and Bally’s Shreveport Casino & Hotel (“Bally’s Shreveport”) as well as the land under Bally’s planned permanent Chicago casino site, and fund the construction of certain real property improvements of the Bally’s Chicago Casino Resort (“Bally’s Chicago”) for aggregate consideration of approximately $1.585 billion, which would represent a blended 8.3% initial cash yield. In addition, GLPI secured adjustments to improve the purchase price and related cap rate related to the existing, previously announced, contingent purchase option for Bally’s Lincoln, as well as the addition of a right for GLPI to call the asset beginning on October 1, 2026. The term sheet represents a binding agreement between GLPI and Bally's unless or until superseded by long-form definitive documents reflecting mutually agreed transaction terms and conditions in further detail. No assurance can be given that the contemplated transactions will be completed on the proposed terms and/or timeline or at all.

GLPI intends to fund construction hard costs of up to $940.0 million at an 8.5% initial cash yield with the remainder to be funded by Bally’s with the sale leaseback proceeds related to Bally’s Kansas City and Bally’s Shreveport along with other funding sources such as Bally’s Chicago’s planned initial public offering and cash flows from operations. Funding is expected to occur from August 2024 through December 2026. GLPI would own all funded improvements, which would be leased to Bally’s with rent commencing at a rate of 8.5% as advances are made.

In addition to the development funding of hard costs, GLPI also intends to acquire the Chicago land for approximately $250 million before development begins. Upon GLPI’s purchase of the Chicago land GLPI expects that rent will commence under a new lease carrying a 15 year initial term with an initial cash yield of 8.0%. The new lease will be cross-defaulted with the construction development funding agreement. Upon completion of the improvements and acquisition of the land, GLPI expects to own substantially all of the real estate land and improvements related to the Chicago casino and hotel for a total investment of $1.19 billion and blended initial cash investment yield of 8.4%.

GLPI intends to purchase the real property assets of both Bally’s Kansas City and Bally’s Shreveport for total consideration of $395 million. The two properties would be in a new Bally’s Master Lease that would be cross-defaulted with the existing Bally’s Master Lease with initial cash rent pursuant to the agreement for the two new properties of $32.2 million, representing an 8.2% initial cash capitalization rate. The Company expects to close on the proposed Bally’s Kansas City and Bally’s Shreveport sale leaseback transactions as early as the fourth quarter of 2024, subject to customary regulatory and other approvals.
In total, the Chicago, Kansas City, and Shreveport transactions represent a blended 8.3% yield and are expected to be funded on a staggered basis with cash on hand, retained operational cash flow, availability from the Revolver, and proceeds from potential capital markets activity.

The transactions are subject to several conditions as well as certain third-party consents and regulatory approvals. Key conditions include but are not limited to: (a) valid assignment of the current ground lease to GLPI or acquisition by GLPI of the fee interest in Chicago; (b) the final structure and pro forma capitalization of Bally’s following the proposed acquisition of Bally's by Standard General, or similar transaction, in the event any agreement is reached with the board of directors of Bally’s; (c) completion of customary due diligence on the Chicago site; and (d) receipt of all necessary gaming regulatory and other third party approvals.

GLPI and Bally’s have further agreed to adjust GLPI’s existing contingent purchase option for Bally’s Lincoln to reflect a purchase price of $735 million, which has been reduced from $771 million. The purchase price adjustment results in the initial cash yield’s favorable adjustment from 7.6% to 8.0% based on $58.8 million initial cash rent. GLPI has also been granted a call right, subject only to regulatory approval, beginning on October 1, 2026 to ensure that GLPI has the opportunity to acquire the property prior to the expiration of the current option period.
v3.24.2
Pay vs Performance Disclosure - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Pay vs Performance Disclosure        
Net income $ 208,250 $ 155,630 $ 382,714 $ 338,981
v3.24.2
Insider Trading Arrangements
3 Months Ended
Jun. 30, 2024
shares
Trading Arrangements, by Individual  
Non-Rule 10b5-1 Arrangement Adopted false
Rule 10b5-1 Arrangement Terminated false
Non-Rule 10b5-1 Arrangement Terminated false
Desiree Burke [Member]  
Trading Arrangements, by Individual  
Name Desiree Burke
Title Chief Financial Officer and Treasurer
Rule 10b5-1 Arrangement Adopted true
Adoption Date May 20, 2024
Aggregate Available 81,333
Brandon Moore [Member]  
Trading Arrangements, by Individual  
Name Brandon Moore
Title Chief Operating Officer, General Counsel and Secretary
Rule 10b5-1 Arrangement Adopted true
Adoption Date May 24, 2024
Aggregate Available 30,900
v3.24.2
Fair Value of Financial Assets and Liabilities Fair Value of Financial Assets and Liabilities (Policies)
6 Months Ended
Jun. 30, 2024
Fair Value Disclosures [Abstract]  
Fair Value of Financial Assets and Liabilities, Policy
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 (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.
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, and unvested performance-based restricted shares. 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 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.
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.
v3.24.2
Investment in leases, financing receivables, net (Tables)
3 Months Ended 6 Months Ended
Jun. 30, 2024
Jun. 30, 2024
Investments, All Other Investments [Abstract]    
Summary of Company's Investment in Leases The following is a summary of the balances of the Company's Investment in leases, financing receivables, net.
June 30,
2024
December 31,
2023
(in thousands)
Minimum lease payments receivable$9,887,845 $9,088,298 
Estimated residual values of lease property (unguaranteed)1,275,915 1,041,087 
Total11,163,760 10,129,385 
Less: Unearned income(8,810,886)(8,083,808)
Less: Allowance for credit losses(40,853)(21,971)
Investment in leases - financing receivables, net$2,312,021 $2,023,606 
 
Summary of Minimum Lease payments Owed to Us  
At June 30, 2024, minimum lease payments owed to us for each of the five succeeding years under the Company's financing receivables were as follows (in thousands):
Year ending December 31,Future Minimum Lease Payments
2024 (remainder of year)$80,846 
2025164,103 
2026166,917 
2027169,858 
2028172,851 
Thereafter9,133,270 
Total$9,887,845 
Rollforward of Reserves for Direct Financing Leases  
The change in the allowance for credit losses for the Company's financing receivables is illustrated below (in thousands):

Balance at December 31, 2023Change in AllowanceEnding Balance at March 31, 2024Change in AllowanceEnding Balance at June 30, 2024
Maryland Live! Lease$5,661 $7,094 $12,755 $(1,871)$10,884 
Pennsylvania Live! Master Lease13,636 12,949 26,585 (1,854)24,731 
Rockford Lease2,674 582 3,256 (303)2,953 
Tioga Downs Lease— 1,579 1,579 (150)1,429 
Strategic Gaming Leases— $— — 856 856 
Totals$21,971 $22,204 $44,175 $(3,322)$40,853 



Balance at December 31, 2022Change in AllowanceEnding Balance at March 31, 2023Change in AllowanceEnding Balance at June 30, 2023
Maryland Live! Lease$4,095 $(881)$3,214 $8,142 $11,356 
Pennsylvania Live! Master Lease15,029 (4,772)10,257 19,910 30,167 
Totals$19,124 $(5,653)$13,471 $28,052 $41,523 
Summary of Amortized Cost Basis of Company's Investment in Leases by Year of Origination  
The amortized cost basis of the Company's investment in leases, financing receivables by year of origination is shown below as of June 30, 2024 (in thousands):

Origination yearInvestment in leases, financing receivablesAllowance for credit losses
Amortized cost basis at June 30, 2024
Allowance as a percentage of outstanding financing receivable
2024$293,890 $(2,285)$291,605 (0.78)%
2023101,856 (2,953)98,903 (2.90)%
2022709,211 (24,731)684,480 (3.49)%
20211,247,917 (10,884)1,237,033 (0.87)%
Total$2,352,874 $(40,853)$2,312,021 (1.74)%
v3.24.2
Real Estate Investments (Tables)
6 Months Ended
Jun. 30, 2024
Real Estate [Abstract]  
Schedule of 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:
 
 
June 30,
2024
December 31,
2023
 (in thousands)
Land and improvements$3,558,053 $3,559,851 
Building and improvements6,788,956 6,787,464 
Construction in progress7,052 — 
Total real estate investments10,354,061 10,347,315 
Less accumulated depreciation(2,308,177)(2,178,523)
Real estate investments, net$8,045,884 $8,168,792 
v3.24.2
Real Estate Loans, net (Tables)
6 Months Ended
Jun. 30, 2024
Receivables [Abstract]  
Schedule of Accounts, Notes, Loans and Financing Receivable The following is a summary of the balances of the Company's Real estate loans, net.
June 30,
2024
December 31,
2023
(in thousands)
Real estate loans$93,000 $40,000 
Less: Allowance for credit losses$(2,628)$(964)
Real estate loans, net$90,372 $39,036 
Financing Receivable, Allowance for Credit Loss
The change in the allowance for credit losses for the Company's Real estate loans is shown below (in thousands):

Rockford Loan
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)
v3.24.2
Lease Assets and Lease Liabilities Lease Assets and Lease Liabilities (Tables)
6 Months Ended
Jun. 30, 2024
Leases [Abstract]  
Components of the Company's Right-of Use Assets and Land Rights, Net
Components of the Company's right-of use assets and land rights, net are detailed below (in thousands):
June 30, 2024December 31, 2023
Right-of use assets - operating leases
$195,380 $196,254 
Land rights, net632,718 639,270 
Right-of-use assets and land rights, net$828,098 $835,524 
Schedule of Land Rights, Net Land rights net, consist of the following:
June 30,
2024
December 31,
2023
(in thousands)
Land rights $727,114 $727,114 
Less accumulated amortization (94,396)(87,844)
Land rights, net$632,718 $639,270 
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense
As of June 30, 2024, estimated future amortization expense related to the Company’s land rights by fiscal year is as follows (in thousands):
Year ending December 31,
2024 (remainder of year)$6,552 
202513,104 
202613,104 
202713,104 
202813,104 
Thereafter573,750 
Total$632,718 
Lessee, Operating Lease, Liability, Maturity
At June 30, 2024, payments under the Company's operating lease liabilities were as follows (in thousands):
Year ending December 31,
2024 (remainder of year)$7,276 
202514,552 
202614,554 
202714,044 
202813,926 
Thereafter642,545 
Total lease payments$706,897 
Less: interest(510,979)
Present value of lease liabilities
$195,918 
Components of Lease Expense
Three Months Ended June 30,Six Months Ended June 30,
2024202320242023
Operating lease cost$3,635 $3,744 $7,264 $7,518 
Variable lease cost 4,958 4,858 9,872 9,808 
Amortization of land right assets3,276 3,290 6,552 6,579 
Total lease cost$11,869 $11,892 $23,688 $23,905 
Supplemental balance sheet information related to the Company's operating leases was as follows:
June 30, 2024
Weighted average remaining lease term - operating leases50.37 years
Weighted average discount rate - operating leases6.57%

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

Three Months Ended June 30,Six Months Ended June 30,
2024202320242023
(in thousands)(in thousands)
Cash paid for amounts included in the measurement of lease liabilities:
  Operating cash flows from operating leases (1)
$414 $405 $829 $809 

(1) The Company's cash paid for operating leases is significantly less than the lease cost for the same period due to the majority of the Company's ground lease rent being paid directly to the landlords by the Company's tenants. Although GLPI 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.
Finance Lease, Liability, Fiscal Year Maturity At June 30, 2024, payments under the Company's financing lease liabilities were as follows (in thousands):
2024 (remainder of year)$1,338 
20252,690 
20262,712 
20272,735 
20282,758 
Thereafter313,823 
Total lease payments$326,056 
Less: Interest(265,495)
Present value of finance lease liabilities$60,561 
v3.24.2
Long-term Debt (Tables)
6 Months Ended
Jun. 30, 2024
Debt Disclosure [Abstract]  
Schedule of long-term debt
Long-term debt is as follows:
 
June 30,
2024
December 31,
2023
 (in thousands)
Unsecured $1,750 million revolver
$— $— 
Term Loan Credit Facility due September 2027600,000 600,000 
$400 million 3.350% senior unsecured notes due September 2024
400,000 400,000 
$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 
Other357 434 
Total long-term debt6,675,357 6,675,434 
Less: unamortized debt issuance costs, bond premiums and original issuance discounts(42,515)(47,884)
Total long-term debt, net of unamortized debt issuance costs, bond premiums and original issuance discounts
$6,632,842 $6,627,550 
Schedule of future minimum repayments of long-term debt
The following is a schedule of future minimum repayments of long-term debt as of June 30, 2024 (in thousands):

 
2024 (remainder of year)$400,079 
2025850,164 
2026975,114 
2027600,000 
2028500,000 
Over 5 years3,350,000 
Total minimum payments$6,675,357 
v3.24.2
Fair Value of Financial Assets and Liabilities Fair Value of Financial Assets and Liabilities (Tables)
6 Months Ended
Jun. 30, 2024
Fair Value Disclosures [Abstract]  
Schedule of estimated fair values of financial instruments
The estimated fair values of the Company’s financial instruments are as follows (in thousands):
 June 30, 2024December 31, 2023
 Carrying
Amount
Fair
Value
Carrying
Amount
Fair
Value
Financial assets:    
Cash and cash equivalents
$94,494 $94,494 $683,983 $683,983 
Investment securities held to maturity347,782 347,715 — — 
Investment in leases, financing receivables, net2,312,021 2,053,036 2,023,606 1,969,326 
Real estate loans, net
90,372 94,407 39,036 40,299 
Deferred compensation plan assets
36,373 36,373 32,894 32,894 
Financial liabilities:    
Long-term debt:    
Amended Credit Agreement and Term Loan Credit Facility600,000 600,000 600,000 600,000 
Senior Notes6,075,000 5,803,095 6,075,000 5,816,919 
Schedule of assets measured at fair value on a nonrecurring basis
Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis
There were no other assets or liabilities measured at fair value on a nonrecurring basis during the six months ended June 30, 2024 and 2023.
v3.24.2
Revenue Recognition Revenue Recognition (Tables)
6 Months Ended
Jun. 30, 2024
Revenue Recognition [Abstract]  
Operating Leases, Lease Income Details
Details of the Company's income from real estate for the three and six months ended June 30, 2024 was as follows (in thousands):
Three Months Ended June 30, 2024Six Months Ended June 30, 2024
Building base rent $286,638 $569,296 
Land base rent43,387 86,773 
Percentage rent and other rental revenue17,564 34,178 
Interest income on real estate loans1,837 2,914 
Total cash income$349,426 $693,161 
Straight-line rent adjustments15,790 31,580 
Ground rent in revenue8,634 17,189 
Accretion on financing receivables6,776 14,660 
Total income from real estate$380,626 $756,590 
Schedule of future minimum lease payments receivable from operating leases
As of June 30, 2024, the future minimum rental income from the Company's rental properties under non-cancelable operating leases, including any reasonably assured renewal periods, was as follows (in thousands):
Year ending December 31,Future Rental Payments ReceivableStraight-Line Rent Adjustments (1)Future Base Ground Rents ReceivableFuture Income to be Recognized Related to Operating Leases
2024 (remainder of year)$625,347 $30,630 $6,506 $662,483 
20251,249,780 57,055 13,007 1,319,842 
20261,158,629 49,756 12,180 1,220,565 
20271,116,076 42,967 11,302 1,170,345 
20281,118,221 36,079 11,184 1,165,484 
Thereafter5,906,870 33,149 56,127 5,996,146 
Total$11,174,923 $249,636 $110,306 $11,534,865 
(1)    Includes a $3.6 million tenant improvement allowance that is being amortized over the life of a tenant lease.
v3.24.2
Earnings per Share Earnings per Share (Tables)
6 Months Ended
Jun. 30, 2024
Earnings Per Share [Abstract]  
Schedule of reconciliation of 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
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 six months ended June 30, 2024 and 2023: 
        
 Three Months Ended June 30,Six Months Ended June 30,
 2024202320242023
 (in thousands)
Determination of shares:    
Weighted-average common shares outstanding271,501 262,490 271,496 262,142 
Assumed conversion of restricted stock awards133 147 123 138 
Assumed conversion of performance-based restricted stock awards
431 763 423 749 
Diluted weighted-average common shares outstanding272,065 263,400 272,042 263,029 
Schedule of calculation of basic and diluted EPS for the Company's common stock
The following table presents the calculation of basic and diluted EPS for the Company’s common stock for the three and six months ended June 30, 2024 and 2023: 
        
 Three Months Ended June 30,Six Months Ended June 30,
 2024202320242023
 (in thousands, except per share data)
Calculation of basic EPS:    
Net income attributable to common shareholders$208,250 $155,630 $382,714 $338,981 
Less: Net income allocated to participating securities(103)(87)(174)(178)
Net income for earnings per share purposes$208,147 $155,543 $382,540 $338,803 
Weighted-average common shares outstanding271,501 262,490 271,496 262,142 
Basic EPS$0.77 $0.59 $1.41 $1.29 
Calculation of diluted EPS:    
Net income attributable to common shareholders$208,250 $155,630 $382,714 $338,981 
Diluted weighted-average common shares outstanding272,065 263,400 272,042 263,029 
Diluted EPS$0.77 $0.59 $1.41 $1.29 
Antidilutive securities excluded from the computation of diluted earnings per share90 111 106 116 
v3.24.2
Shareholders' Equity (Tables)
6 Months Ended
Jun. 30, 2024
Equity [Abstract]  
Dividends Declared
The following table lists the dividends declared and paid by the Company during the six months ended June 30, 2024 and 2023:
Declaration DateShareholder Record DateSecurities ClassDividend Per SharePeriod CoveredDistribution DateDividend Amount
(in thousands)
2024
February 26, 2024March 15, 2024Common Stock$0.76First Quarter 2024March 29, 2024$206,340
May 20, 2024June 7, 2024Common Stock$0.76Second Quarter 2024June 21, 2024$206,340
2023
February 22, 2023March 10, 2023Common Stock$0.72First Quarter 2023March 24, 2023$188,896
February 22, 2023March 10, 2023Common Stock$0.25First Quarter 2023March 24, 2023$65,588
June 1, 2023June 16, 2023Common Stock$0.72Second Quarter 2023June 30, 2023$189,095
v3.24.2
Stock Based Compensation Stock Based Compensation (Tables)
6 Months Ended
Jun. 30, 2024
Share-Based Payment Arrangement [Abstract]  
Schedule of restricted stock award activity
The following table contains information on restricted stock award activity for the six months ended June 30, 2024:
 Number of Award
Shares
Outstanding at December 31, 2023269,929 
Granted263,328 
Released(215,685)
Outstanding at June 30, 2024317,572 
Schedule of performance-based restricted stock award activity
The following table contains information on performance-based restricted stock award activity for the six months ended June 30, 2024:

Number of  Performance-Based Award Shares
Outstanding at December 31, 20231,492,000 
Granted523,000 
Released(478,000)
Outstanding at June 30, 20241,537,000 
v3.24.2
Supplemental Disclosures of Cash Flow Information and Noncash Activities (Tables)
6 Months Ended
Jun. 30, 2024
Additional Cash Flow Elements and Supplemental Cash Flow Information [Abstract]  
Schedule of Cash Flow, Supplemental Disclosures
Supplemental disclosures of cash flow information are as follows:
 Three Months Ended June 30,Six Months Ended June 30,
 2024202320242023
(in thousands)
Cash paid for income taxes, net of refunds received $2,399 $1,086 $2,399 $979 
Cash paid for interest$88,592 $74,093 $167,626 $156,088 
v3.24.2
Business Combinations and Asset Acquisitions (Tables)
6 Months Ended
Jun. 30, 2024
Business Combination and Asset Acquisition [Abstract]  
Schedule of Business Acquisitions, by Acquisition 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 improvements306,100 
Total purchase price$627,255 
v3.24.2
Business and Operations - PENN Lease (Details)
ft² in Thousands
Jun. 30, 2024
ft²
property
state
shares
Feb. 06, 2024
shares
Jan. 03, 2023
shares
Jan. 01, 2023
USD ($)
Dec. 29, 2021
shares
Business and Operations          
Units of Partnership Interest, Amount | shares 8,087,630        
Number of facilities whose real estate property is Included in entity portfolio 65        
Number of states across which the portfolio of properties is diversified | state 20        
Area of real estate property | ft² 29,300        
Real estate, occupancy percentage 100.00%        
Penn National Gaming Inc          
Business and Operations          
Number of Real Estate Properties 34        
Eldorado Resorts, Inc.          
Business and Operations          
Number of facilities whose real estate property is Included in entity portfolio 6        
Boyd Gaming Corporation          
Business and Operations          
Number of facilities whose real estate property is Included in entity portfolio 4        
Bally's Corporation          
Business and Operations          
Number of facilities whose real estate property is Included in entity portfolio 9        
The Cordish Companies          
Business and Operations          
Number of facilities whose real estate property is Included in entity portfolio 3        
CQ Holding Company          
Business and Operations          
Number of facilities whose real estate property is Included in entity portfolio 4        
Hard Rock          
Business and Operations          
Number of facilities whose real estate property is Included in entity portfolio 1        
Strategic Gaming Manangement          
Business and Operations          
Number of facilities whose real estate property is Included in entity portfolio 3        
American Racing and Entertainment          
Business and Operations          
Number of facilities whose real estate property is Included in entity portfolio 1        
The Cordish Companies          
Business and Operations          
Units of Partnership Interest, Amount | shares         7,366,683
Bally's Tiverton Casino & Hardrock Biloxi          
Business and Operations          
Units of Partnership Interest, Amount | shares     286,643    
ARE's Tioga Downs          
Business and Operations          
Units of Partnership Interest, Amount | shares   434,304      
Penn National Gaming Inc. Master Lease          
Business and Operations          
Number of Real Estate Properties 14        
Operating leases, number of renewal options 3        
Operating lease, renewal term (in years) 5 years        
PENN Entertainment New Master Lease          
Business and Operations          
Number of Real Estate Properties 7        
Cap rate       7.75%  
PENN Entertainment New Master Lease | Aurora, Illinois          
Business and Operations          
Maximum funding commitment | $       $ 225,000,000  
PENN Entertainment New Master Lease | Joliet, Illinois          
Business and Operations          
Maximum funding commitment | $       $ 350,000,000  
v3.24.2
Business and Operations - Pinnacle, Caesars and Horseshoe Leases (Details)
$ in Millions
1 Months Ended 3 Months Ended 6 Months Ended
Dec. 18, 2020
USD ($)
Sep. 29, 2020
Jun. 15, 2020
Oct. 15, 2018
USD ($)
Oct. 01, 2018
USD ($)
renewaloption
Apr. 30, 2016
USD ($)
Jun. 30, 2024
property
Jun. 30, 2024
property
May 16, 2024
renewaloption
Eldorado Resorts, Inc.                  
Business and Operations                  
Payments to acquire real estate, excluding transaction costs         $ 246.0        
Debt instrument, interest rate, stated percentage         9.09%   9.27% 9.27%  
Boyd Gaming Corporation | Real Estate Loan                  
Business and Operations                  
Payment to acquire finance receivables       $ 57.7          
Tropicana Entertainment Inc.                  
Business and Operations                  
Payments to acquire real estate, excluding transaction costs         $ 964.0        
Payments to Acquire Businesses, Gross $ 5.7                
Pinnacle Entertainment, Inc.                  
Business and Operations                  
Consideration paid for acquisition of real estate assets           $ 4,800.0      
Plainridge Park Casino                  
Business and Operations                  
Payments to acquire real estate, excluding transaction costs       $ 250.0          
Boyd Gaming Corporation Master Lease                  
Business and Operations                  
Frequency property performance-based rent structure is adjusted               2 years  
Operating leases, percent of the average net revenues of property(s) used to calculate rent increase               4.00%  
Lessor leasing arrangements period used in calculation of average net revenues               2 years  
Operating lease, initial term of contract (in years)             10 years 10 years  
Operating leases, number of renewal options | property             5 5  
Operating lease, renewal term (in years)             5 years 5 years  
Annual rent escalator, percentage               2.00%  
Belterra Park Lease                  
Business and Operations                  
Operating leases, percent of the average net revenues of property(s) used to calculate rent increase               4.00%  
Lessor leasing arrangements period used in calculation of average net revenues               2 years  
Annual rent escalator, percentage               2.00%  
Caesars Master Lease                  
Business and Operations                  
Operating lease, initial term of contract (in years)         15 years        
Operating leases, number of renewal options | renewaloption         4        
Operating lease, renewal term (in years)         5 years        
Amended and Restated Caesars Master Lease                  
Business and Operations                  
Operating lease, initial term of contract (in years)     20 years   15 years        
Operating lease, renewal term (in years)     20 years            
Rent escalator, year 5 and 6     1.25%            
Rent escalator, year 7 and 8     1.75%            
Rent escalator after year 9     2.00%            
Lumière Place Lease                  
Business and Operations                  
Operating lease, renewal term (in years)         5 years        
Lumiere Place Lease                  
Business and Operations                  
Operating Lease, rent Escalator, Year 2 through 5   1.25%         125.00%    
Operating Lease, Rent Escalator, Year 6 and 7   1.75%              
Operating Lease, Rent Escalator, Year 8 and After   200.00%         2.00%    
Amended Pinnacle Entertainment, Inc. Master Lease                  
Business and Operations                  
Frequency property performance-based rent structure is adjusted               2 years  
Operating leases, percent of the average net revenues of property(s) used to calculate rent increase               4.00%  
Lessor leasing arrangements period used in calculation of average net revenues               2 years  
Operating lease, renewal term (in years)             5 years 5 years  
Annual rent escalator, percentage               2.00%  
Strategic Management Leases                  
Business and Operations                  
Operating lease, initial term of contract (in years)                 25 years
Operating leases, number of renewal options | renewaloption                 2
Operating lease, renewal term (in years)         10 years        
v3.24.2
Business and Operations - Bally's and Tropicana (Details)
$ / shares in Units, ft² in Thousands
6 Months Ended
May 20, 2024
$ / shares
May 16, 2024
renewaloption
Feb. 26, 2024
$ / shares
Jun. 01, 2023
$ / shares
Feb. 22, 2023
$ / shares
Jan. 13, 2023
USD ($)
Jan. 03, 2023
USD ($)
Sep. 26, 2022
USD ($)
Jun. 28, 2022
USD ($)
Jun. 03, 2021
USD ($)
renewaloption
Apr. 16, 2020
USD ($)
Oct. 01, 2018
USD ($)
Jun. 30, 2024
USD ($)
ft²
May 13, 2023
USD ($)
a
Business and Operations                            
Payments for Deposits on Real Estate Acquisitions           $ 200,000,000 $ 200,000,000              
Area of real estate property | ft²                         29,300  
Dividends declared per common share (in dollars per share) | $ / shares $ 0.76   $ 0.76 $ 0.72 $ 0.72                  
Bally's Lincoln                            
Business and Operations                            
Asset Acquisition, Price of Acquisition, Expected           $ 771,000,000             $ 735,000,000  
Bally's Master Lease                            
Business and Operations                            
Operating Leases, Covenant, Annual Rental Escalator, Consumer Price Index,                   1.00%        
Operating Leases, Covenant, Annual Rental Escalation, Consumer Price Index, Maximum Rent Increase                   2.00%        
Operating lease covenant, CPI increase                   0.50%        
Operating lease, initial term of contract (in years)                         15 years  
Operating leases, number of renewal options | renewaloption                   4        
Operating lease, renewal term (in years)                   5 years        
Bally's Master Lease- Lincoln                            
Business and Operations                            
Amount of rent available upon annual rent escalator                 $ 58,800,000          
Tropicana Las Vegas Lease                            
Business and Operations                            
Operating lease covenant, CPI increase               0.50%            
Operating lease, initial term of contract (in years)                         50 years  
Bally's Tropicana Las Vegas Lease                            
Business and Operations                            
Operating Leases, Covenant, Annual Rental Escalator, Consumer Price Index,             1.00%              
Operating Leases, Covenant, Annual Rental Escalation, Consumer Price Index, Maximum Rent Increase             2.00%              
Area of real estate property | a                           9
Maximum funding commitment                           $ 175,000,000.0
Operating Lease, Development Period, Percent Of Funding                           8.50%
Operating Lease, Development Period, Amount Not Subject To Increased Rent                           $ 15,000,000
Bally's Tropicana Las Vegas Lease | Clark County, Nevada                            
Business and Operations                            
Area of real estate property | a                           35
Bally's Tropicana Las Vegas Lease | Maximum                            
Business and Operations                            
Operating lease, initial term of contract (in years)               99 years            
Strategic Management Leases                            
Business and Operations                            
Operating Leases, Covenant, Annual Rental Escalator, Consumer Price Index,   2.00%                        
Operating Leases, Covenant, Annual Rental Escalation, Consumer Price Index, Maximum Rent Increase             2.50%              
Operating lease, initial term of contract (in years)   25 years                        
Operating leases, number of renewal options | renewaloption   2                        
Operating lease, renewal term (in years)                       10 years    
Amount of rent available upon annual rent escalator                 $ 9,200,000          
Bally's Tropicana Evansville                            
Business and Operations                            
Payments to acquire real estate, excluding transaction costs                   $ 340,000,000        
Dover Downs Hotel & Casino                            
Business and Operations                            
Payments to acquire real estate, excluding transaction costs                   $ 144,000,000        
Tropicana Entertainment Inc.                            
Business and Operations                            
Payments to acquire real estate, excluding transaction costs                       $ 964,000,000    
Asset Acquisition, Rent Credits Transferred                     $ 307,500,000      
Bally's Tropicana Las Vegas                            
Business and Operations                            
Consideration transferred               $ 145,000,000            
v3.24.2
Business and Operations - Morgantown, Casino Queen, Rockford and Tioga Leases (Details)
3 Months Ended 6 Months Ended
Jun. 03, 2024
USD ($)
Feb. 06, 2024
USD ($)
Sep. 06, 2023
USD ($)
Aug. 29, 2023
USD ($)
Jun. 28, 2022
USD ($)
Mar. 01, 2022
USD ($)
Dec. 06, 2021
USD ($)
Nov. 25, 2020
USD ($)
Oct. 01, 2020
renewaloption
Mar. 31, 2024
USD ($)
Jun. 30, 2024
USD ($)
Dec. 29, 2021
Dec. 17, 2021
Jun. 03, 2021
renewaloption
Oct. 01, 2018
Rockford Loan | Secured Debt                              
Business and Operations                              
Line of credit facility, maximum borrowing capacity       $ 150,000,000                      
Debt instrument, interest rate, stated percentage       10.00%                      
Debt Instrument, Term Including Extension       6 years                      
Debt instrument, term       5 years                      
Debt Instrument, Extension Term       1 year                      
Long-term Line of Credit                     $ 93,000,000        
Casino Queen Marquette                              
Business and Operations                              
Payments to acquire real estate, excluding transaction costs     $ 32,720,000                        
Rockford, IL                              
Business and Operations                              
Payments to acquire real estate, excluding transaction costs       $ 100,000,000                      
The Cordish Companies                              
Business and Operations                              
Payments to acquire real estate, excluding transaction costs             $ 1,810,000,000                
ARE's Tioga Downs                              
Business and Operations                              
Payments to acquire real estate, excluding transaction costs   $ 175,000,000                          
Hollywood Casino Baton Rouge                              
Business and Operations                              
Proceeds from Sale of Property Held-for-sale               $ 28,200,000              
Morgantown Lease                              
Business and Operations                              
Asset Acquisition, Rent Credits Transferred                   $ 30,000,000          
Operating lease, initial term of contract (in years)                 20 years            
Operating leases, number of renewal options | renewaloption                 6            
Operating lease, renewal term (in years)                 5 years            
Operating Lease, Rent Escalator, Year 1 through 3                 1.50%            
Operating lease covenant, CPI increase                 0.50%            
Operating lease covenant, rent increase                 1.25%            
No rent increase CPI covenant                 0.50%            
Annual rent escalator, percentage                 1.50%            
Casino Queen Master Lease                              
Business and Operations                              
Operating lease, initial term of contract (in years)                         15 years    
Operating leases, number of renewal options | renewaloption                           4  
Operating lease, renewal term (in years)                             5 years
Operating lease covenant, CPI increase               0.25%              
Operating lease covenant, rent increase               1.25%              
No rent increase CPI covenant               0.25%              
Operating Lease, Rent Escalator, Year 1 through 6               0.50%     50.00%        
Yield 9.00%             8.25%              
Casino Queen Master Lease | Marquette, IA                              
Business and Operations                              
Maximum funding commitment     12,500,000                        
Casino Queen Master Lease | Baton Rouge, LA [Member]                              
Business and Operations                              
Maximum funding commitment $ 111,000,000                            
Amount funded $ 7,000,000                   $ 7,000,000        
Casino Queen Master Lease- Marquette                              
Business and Operations                              
Amount of rent available upon annual rent escalator     $ 2,700,000                        
Tioga Downs Lease                              
Business and Operations                              
Operating lease, initial term of contract (in years)   30 years                          
Operating Lease, Rent Escalator, Years 1 through 14   1.75%                          
Operating Lease, Rent Escalator, Years 15 and After   2.00%                          
Rockford Lease                              
Business and Operations                              
Operating lease, initial term of contract (in years)       99 years                      
Amount of rent available upon annual rent escalator         $ 8,000,000                    
Annual rent escalator, percentage       2.00%                      
PA Live! Master Lease                              
Business and Operations                              
Payments to acquire real estate, excluding transaction costs           $ 689,000,000                  
Annual rent escalator, percentage                     175.00%        
Live! Casino Maryland Lease                              
Business and Operations                              
Operating lease, initial term of contract (in years)                       39 years      
Annual rent escalator, percentage                     1.75%        
Live! Casino Maryland Lease | Maximum                              
Business and Operations                              
Operating lease, initial term of contract (in years)                       60 years      
Live! Casino Maryland and PA Leases                              
Business and Operations                              
Annual rent escalator, percentage           1.75%                  
ARE Tioga Downs Master Lease                              
Business and Operations                              
Amount of rent available upon annual rent escalator   $ 14,500,000                          
v3.24.2
Investment in leases, financing receivables, net - Summary of Company's Investment in Leases (Details) - USD ($)
$ in Thousands
Jun. 30, 2024
Mar. 31, 2024
Dec. 31, 2023
Jun. 30, 2023
Mar. 31, 2023
Dec. 31, 2022
Investments, All Other Investments [Abstract]            
Minimum lease payments receivable $ 9,887,845   $ 9,088,298      
Estimated residual values of lease property (unguaranteed) 1,275,915   1,041,087      
Financing Receivable, before Allowance for Credit Loss 11,163,760   10,129,385      
Less: Unearned income (8,810,886)   (8,083,808)      
Provision (benefit) for credit losses, net (40,853) $ (44,175) (21,971) $ (41,523) $ (13,471) $ (19,124)
Investment in leases - financing receivables, net $ 2,312,021   $ 2,023,606      
v3.24.2
Investment in leases, financing receivables, net - Maturity (Details)
$ in Thousands
Jun. 30, 2024
USD ($)
Investments, All Other Investments [Abstract]  
2024 (remainder of year) $ 80,846
2025 164,103
2026 166,917
2027 169,858
2028 172,851
Thereafter 9,133,270
Total $ 9,887,845
v3.24.2
Investment in leases, financing receivables, net - Direct Financing Leases (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2024
Mar. 31, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Financing Receivable, Allowance for Credit Loss [Roll Forward]          
Beginning balance $ 44,175 $ 21,971 $ 13,471 $ 21,971 $ 19,124
Tioga Lease (3,322) 22,204 28,052   (5,653)
Ending balance 40,853 44,175 41,523 40,853 41,523
Direct Financing Lease, Lease Receivable 2,278,900   1,991,400 2,278,900 1,991,400
Direct Financing Lease, Unguaranteed Residual Asset 74,000   54,200 74,000 54,200
Live! Casino Maryland Lease          
Financing Receivable, Allowance for Credit Loss [Roll Forward]          
Beginning balance 12,755 5,661 3,214 5,661 4,095
Tioga Lease (1,871) 7,094 8,142   (881)
Ending balance 10,884 12,755 11,356 10,884 11,356
PA Live! Master Lease          
Financing Receivable, Allowance for Credit Loss [Roll Forward]          
Beginning balance 26,585 13,636 10,257 13,636 15,029
Tioga Lease (1,854) 12,949 19,910   (4,772)
Ending balance 24,731 26,585 $ 30,167 24,731 $ 30,167
Rockford Lease          
Financing Receivable, Allowance for Credit Loss [Roll Forward]          
Beginning balance 3,256 2,674   2,674  
Tioga Lease (303) 582      
Ending balance 2,953 3,256   2,953  
Tioga Downs Lease          
Financing Receivable, Allowance for Credit Loss [Roll Forward]          
Beginning balance 1,579 0   0  
Tioga Lease (150) 1,579      
Ending balance 1,429 1,579   1,429  
Strategic Management Leases          
Financing Receivable, Allowance for Credit Loss [Roll Forward]          
Beginning balance 0 0   0  
Tioga Lease 856 0      
Ending balance $ 856 $ 0   $ 856  
v3.24.2
Investment in leases, financing receivables, net - Summary of Amortized Cost Basis of Company's Investment In Leases by Year of Origination (Details)
$ in Thousands
Jun. 30, 2024
USD ($)
Investments, All Other Investments [Abstract]  
Investment in leases, financing receivables $ 2,352,874
Allowance for credit losses (40,853)
Amortized cost basis, 2022 98,903
Amortized cost basis $ 2,312,021
Allowance as a percentage of outstanding financing receivable, 2022 (2.90%)
Allowance as a percentage of outstanding financing receivable, 2021 (3.49%)
Allowance as a percentage of outstanding financing receivable (1.74%)
Investment in leases, financing receivables, 2022 $ 293,890
Net Investment in Lease And Financing Receivable, Year One, Originated, Current Fiscal Year, Allowance For Credit Loss 2,285
Amortized cost basis, 2022 $ 291,605
Allowance as a percentage of outstanding financing receivable, 2022 (0.78%)
Investment in leases, financing receivables. 2022 $ 101,856
Allowance for credit losses, 2022 (2,953)
Investment in leases, financing receivables 2021 709,211
Allowance for credit losses, 2021 (24,731)
Amortized cost basis, 2021 684,480
Net investment in lease and financing receivable, Year Four, Originated, Two Fiscal Years before Current Fiscal Year, Amortized Costs , 1,237,033
Net Investment in Lease and Financing Receivable, Year Four, Originated, Three Fiscal Years before Current Fiscal Year, Allowance For Credit Loss $ (10,884)
Net Investment in Lease and Financing Receivable, Year Four, Originated, Two Fiscal Years before Current Fiscal Year, Allowance For Credit Loss, Percentage (0.87%)
Net investment in lease and financing receivable, Year Four, Originated, Three Fiscal Years before Current Fiscal Year, $ 1,247,917
v3.24.2
Real Estate Investments (Details) - USD ($)
$ in Thousands
Jun. 30, 2024
Dec. 31, 2023
Real estate investments    
Total real estate investments $ 10,354,061 $ 10,347,315
Construction in Progress, Gross 7,052 0
Less accumulated depreciation (2,308,177) (2,178,523)
Real estate investments, net 8,045,884 8,168,792
Land and improvements    
Real estate investments    
Total real estate investments 3,558,053 3,559,851
Building and improvements    
Real estate investments    
Total real estate investments $ 6,788,956 $ 6,787,464
v3.24.2
Real Estate Loans, net - Narrative (Details) - USD ($)
Aug. 29, 2023
Jun. 30, 2024
Dec. 31, 2023
Rockford Loan | Secured Debt      
Accounts, Notes, Loans and Financing Receivable [Line Items]      
Long-term Line of Credit   $ 93,000,000  
Line of credit facility, maximum borrowing capacity $ 150,000,000    
Debt Instrument, Draw Term 1 year    
Debt Instrument, Term Including Extension 6 years    
Debt instrument, term 5 years    
Debt Instrument, Extension Term 1 year    
Debt instrument, interest rate, stated percentage 10.00%    
Real Estate Loan      
Accounts, Notes, Loans and Financing Receivable [Line Items]      
Real Estate Loans   $ 93,000,000 $ 40,000,000
v3.24.2
Real Estate Loans, net (Details) - USD ($)
$ in Thousands
Jun. 30, 2024
Mar. 31, 2024
Dec. 31, 2023
Jun. 30, 2023
Mar. 31, 2023
Dec. 31, 2022
Accounts, Notes, Loans and Financing Receivable [Line Items]            
Provision (benefit) for credit losses, net $ (40,853) $ (44,175) $ (21,971) $ (41,523) $ (13,471) $ (19,124)
Construction Loan 90,372   39,036      
Real Estate Loan            
Accounts, Notes, Loans and Financing Receivable [Line Items]            
Real Estate Loans 93,000   40,000      
Provision (benefit) for credit losses, net (2,628) $ (1,693) (964)      
Construction Loan $ 90,372   $ 39,036      
v3.24.2
Real Estate Loans, net - Allowance Activity (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2024
Mar. 31, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Dec. 31, 2023
Accounts, Notes, Loans and Financing Receivable [Line Items]            
Balance at December 31, 2023 $ (44,175) $ (21,971) $ (13,471) $ (21,971) $ (19,124)  
Tioga Lease (3,322) 22,204 28,052   (5,653)  
Ending balance at March 31,2024 (40,853) (44,175) $ (41,523) (40,853) $ (41,523)  
Real Estate Loan            
Accounts, Notes, Loans and Financing Receivable [Line Items]            
Balance at December 31, 2023 (1,693) (964)   (964)    
Tioga Lease (935) (729)   (1,700)    
Ending balance at March 31,2024 (2,628) $ (1,693)   (2,628)    
Real Estate Loans 93,000     93,000   $ 40,000
Unfunded Loan Commitment            
Accounts, Notes, Loans and Financing Receivable [Line Items]            
Tioga Lease 1,400     1,000    
Ending balance at March 31,2024 $ 1,600     $ 1,600    
v3.24.2
Lease Assets and Lease Liabilities Lease Assets and Lease Liabilities (Lease Assets) (Details) - USD ($)
$ in Thousands
Jun. 30, 2024
Dec. 31, 2023
Lessee, Lease, Description [Line Items]    
Right-of-use assets and land rights, net $ 828,098 $ 835,524
Right-of use assets - operating leases    
Lessee, Lease, Description [Line Items]    
Right-of-use assets and land rights, net 195,380 196,254
Land rights, net    
Lessee, Lease, Description [Line Items]    
Right-of-use assets and land rights, net $ 632,718 $ 639,270
v3.24.2
Lease Assets and Lease Liabilities Lease Assets and Lease LIabilities (Land Rights) (Details) - USD ($)
$ in Thousands
Jun. 30, 2024
Dec. 31, 2023
Minimum | Land rights, net    
Finite-Lived Intangible Assets [Line Items]    
Finite-lived intangible assets, land rights, remaining amortization period 20 years  
Maximum | Land rights, net    
Finite-Lived Intangible Assets [Line Items]    
Finite-lived intangible assets, land rights, remaining amortization period 92 years  
Land rights, net    
Finite-Lived Intangible Assets [Line Items]    
Land rights $ 727,114 $ 727,114
Less accumulated amortization (94,396) (87,844)
Land rights, net 632,718 $ 639,270
Finite-Lived Intangible Assets, Amortization Expense, Maturity Schedule [Abstract]    
2022 (remainder of year) 6,552  
2025 13,104  
2026 13,104  
2027 13,104  
2028 13,104  
Thereafter $ 573,750  
v3.24.2
Lease Assets and Lease Liabilities Lease Assets and Lease Liabilities (Lease Maturity Schedule) (Details) - USD ($)
$ in Thousands
Jun. 30, 2024
Dec. 31, 2023
Lessee, Operating Lease, Liability, Payment, Due [Abstract]    
2021 (remainder of year) $ 7,276  
2022 14,552  
2023 14,554  
2024 14,044  
2025 13,926  
Thereafter 642,545  
Total lease payments 706,897  
Less: interest (510,979)  
Present value of lease liabilities $ 195,918 $ 196,853
v3.24.2
Lease Assets and Lease Liabilities Lease Assets and Lease Liabilities (Components of Lease Expense) (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Lessee, Lease, Description [Line Items]        
Operating lease cost $ 3,635 $ 3,744 $ 7,264 $ 7,518
Variable lease cost 4,958 4,858 9,872 9,808
Total lease cost 11,869 11,892 23,688 23,905
Land rights, net        
Lessee, Lease, Description [Line Items]        
Amortization of land rights $ 3,276 $ 3,290 $ 6,552 $ 6,579
v3.24.2
Lease Assets and Lease Liabilities Lease Assets and Lease Liabilities (Supplemental Balance Sheet Information) (Details)
Jun. 30, 2024
Leases [Abstract]  
Weighted average remaining lease term - operating leases 50 years 4 months 13 days
Weighted average discount rate - operating leases 6.57%
v3.24.2
Lease Assets and Lease Liabilities Lease Assets and Lease Liabilities (Supplemental Cash Flow Information) (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Leases [Abstract]        
Operating cash flows from operating leases (1) $ 414 $ 405 $ 829 $ 809
v3.24.2
Lease Assets and Lease Liabilities (Finance Lease Payments) (Details) - USD ($)
$ in Thousands
Jun. 30, 2024
Dec. 31, 2023
Leases [Abstract]    
Finance Lease, Liability, to be Paid, Year One $ 1,338  
Finance Lease, Liability, to be Paid, Year Two 2,690  
Finance Lease, Liability, to be Paid, Year Three 2,712  
Finance Lease, Liability, to be Paid, Year Four 2,735  
Finance Lease, Liability, to be Paid, Year Five 2,758  
Finance Lease, Liability, to be Paid, after Year Five 313,823  
Finance Lease, Liability, Payment, Due 326,056  
Finance Lease, Liability, Undiscounted Excess Amount 265,495  
Finance lease liability $ 60,561 $ 54,261
v3.24.2
Long-term Debt (Schedule of Debt) (Details) - USD ($)
Jun. 30, 2024
Dec. 31, 2023
Long-term debt    
Total long-term debt $ 6,675,357,000 $ 6,675,434,000
Less: unamortized debt issuance costs, bond premiums and original issuance discounts (42,515,000) (47,884,000)
Total long-term debt, net of unamortized debt issuance costs, bond premiums and original issuance discounts 6,632,842,000 6,627,550,000
Revolving Credit Facility    
Long-term debt    
Line of credit facility, maximum borrowing capacity 1,750,000,000 1,750,000,000
Other Debt    
Long-term debt    
Long-term debt, gross 357,000 434,000
$400 million 3.35% senior unsecured notes due September 2024    
Long-term debt    
Long-term debt, gross 400,000,000 400,000,000
Face amount of debt $ 400,000,000 $ 400,000,000
Debt instrument, interest rate, stated percentage 3.35% 3.35%
$850 million 5.250% senior unsecured notes due June 2025    
Long-term debt    
Long-term debt, gross $ 850,000,000 $ 850,000,000
Face amount of debt $ 850,000,000 $ 850,000,000
Debt instrument, interest rate, stated percentage 5.25% 5.25%
$975 million 5.375% senior unsecured notes due April 2026    
Long-term debt    
Long-term debt, gross $ 975,000,000 $ 975,000,000
Face amount of debt $ 975,000,000 $ 975,000,000
Debt instrument, interest rate, stated percentage 5.375% 5.375%
$500 million 5.750% senior unsecured notes due June 2028    
Long-term debt    
Long-term debt, gross $ 500,000,000 $ 500,000,000
Face amount of debt $ 500,000,000 $ 500,000,000
Debt instrument, interest rate, stated percentage 5.75% 5.75%
$750 million 5.300% senior unsecured notes due January 2029    
Long-term debt    
Long-term debt, gross $ 750,000,000 $ 750,000,000
Face amount of debt $ 750,000,000 $ 750,000,000
Debt instrument, interest rate, stated percentage 5.30% 5.30%
$700 million 4.00% senior unsecured notes due January 2030    
Long-term debt    
Long-term debt, gross $ 700,000,000 $ 700,000,000
Face amount of debt $ 700,000,000 $ 700,000,000
Debt instrument, interest rate, stated percentage 4.00% 4.00%
Senior Unsecured Notes 4.00 Percent Due 2031    
Long-term debt    
Long-term debt, gross $ 700,000,000 $ 700,000,000
Face amount of debt $ 700,000,000 $ 700,000,000
Debt instrument, interest rate, stated percentage 4.00% 4.00%
Senior Unsecured Notes 3.25 Percent Due 2032    
Long-term debt    
Long-term debt, gross $ 800,000,000 $ 800,000,000
Face amount of debt $ 800,000,000 $ 800,000,000
Debt instrument, interest rate, stated percentage 3.25% 3.25%
Term Loan Credit Facility    
Long-term debt    
Long-term debt, gross $ 600,000,000 $ 600,000,000
Revolving Credit Facility    
Long-term debt    
Long-term debt, gross 0 0
Senior Unsecured Notes 6.75 Percent Due 2033    
Long-term debt    
Long-term debt, gross 400,000,000 400,000,000
Face amount of debt $ 400,000,000 $ 400,000,000
Debt instrument, interest rate, stated percentage 6.75% 6.75%
v3.24.2
Long-term Debt (Maturities of Long-Term Debt) (Details) - USD ($)
$ in Thousands
Jun. 30, 2024
Dec. 31, 2023
Future minimum repayments of long-term debt    
2024 (remainder of year) $ 400,079  
2025 850,164  
2026 975,114  
2027 600,000  
2028 500,000  
Over 5 years 3,350,000  
Total minimum payments $ 6,675,357 $ 6,675,434
v3.24.2
Long-term Debt - Senior Unsecured Credit Facility (Narrative) (Details) - USD ($)
3 Months Ended 6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Dec. 31, 2023
Long-term debt          
Letters of credit outstanding, amount $ 400,000   $ 400,000    
Available borrowing capacity 1,749,600,000   1,749,600,000    
Losses on debt extinguishment $ 0 $ 0 $ 0 $ 556,000  
Debt, Weighted Average Interest Rate 6.73%   6.73%    
Senior unsecured credit facility | Base Rate          
Long-term debt          
Debt instrument, basis spread on variable rate     0.05%    
Senior unsecured credit facility | Secured Overnight Financing Rate (SOFR)          
Long-term debt          
Debt instrument, basis spread on variable rate     105.00%    
Senior unsecured credit facility | Minimum | Base Rate          
Long-term debt          
Debt instrument, basis spread on variable rate     0.00%    
Senior unsecured credit facility | Minimum | Secured Overnight Financing Rate (SOFR)          
Long-term debt          
Debt instrument, basis spread on variable rate     0.725%    
Senior unsecured credit facility | Maximum | Base Rate          
Long-term debt          
Debt instrument, basis spread on variable rate     0.40%    
Senior unsecured credit facility | Maximum | Secured Overnight Financing Rate (SOFR)          
Long-term debt          
Debt instrument, basis spread on variable rate     1.40%    
Revolving Credit Facility          
Long-term debt          
Line of Credit Facility, Commitment Fee Percentage     0.25%    
Revolving Credit Facility | Base Rate          
Long-term debt          
Debt instrument, basis spread on variable rate     0.30%    
Revolving Credit Facility | Secured Overnight Financing Rate (SOFR)          
Long-term debt          
Debt instrument, basis spread on variable rate     1.30%    
Revolving Credit Facility | Minimum          
Long-term debt          
Line of Credit Facility, Commitment Fee Percentage     0.125%    
Revolving Credit Facility | Minimum | Base Rate          
Long-term debt          
Debt instrument, basis spread on variable rate     0.00%    
Revolving Credit Facility | Minimum | Secured Overnight Financing Rate (SOFR)          
Long-term debt          
Debt instrument, basis spread on variable rate     85.00%    
Revolving Credit Facility | Maximum          
Long-term debt          
Line of Credit Facility, Commitment Fee Percentage     0.30%    
Revolving Credit Facility | Maximum | Base Rate          
Long-term debt          
Debt instrument, basis spread on variable rate     0.70%    
Revolving Credit Facility | Maximum | Secured Overnight Financing Rate (SOFR)          
Long-term debt          
Debt instrument, basis spread on variable rate     170.00%    
Delayed Draw          
Long-term debt          
Line of credit facility, maximum borrowing capacity $ 600,000,000   $ 600,000,000    
Revolving Credit Facility          
Long-term debt          
Line of credit facility, maximum borrowing capacity 1,750,000,000   1,750,000,000   $ 1,750,000,000
Initial Revolving Credit Facility          
Long-term debt          
Line of credit facility, maximum borrowing capacity $ 1,750,000,000   $ 1,750,000,000    
v3.24.2
Long-term Debt - Senior Unsecured Notes (Narrative) (Details) - USD ($)
shares in Thousands
3 Months Ended 6 Months Ended
Jun. 28, 2022
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Long-term debt          
Losses on debt extinguishment   $ 0 $ 0 $ 0 $ (556,000)
At The Market Program          
Long-term debt          
Issuance of common stock (in shares)       200  
Proceeds from Issuance of Common Stock   9,000,000      
Bally's Master Lease- Lincoln          
Long-term debt          
Amount of rent available upon annual rent escalator $ 58,800,000        
Senior notes          
Long-term debt          
Long-term debt, gross   $ 6,075,000,000   $ 6,075,000,000  
v3.24.2
Fair Value of Financial Assets and Liabilities Fair Value of Financial Assets and LIabilities (Assets and Liabilities Measured at Fair Value on a Recurring Basis) (Details) - USD ($)
$ in Thousands
Jun. 30, 2024
Dec. 31, 2023
Jun. 30, 2023
Long-term debt:      
Construction Loan $ 90,372 $ 39,036  
Carrying Amount      
Financial assets:      
Cash and cash equivalents 94,494 683,983  
Short-Term Investments 347,782 0  
Receivables, Fair Value Disclosure   2,023,606  
Deferred compensation plan assets 36,373 32,894  
Long-term debt:      
Senior unsecured credit facility 600,000   $ 600,000
Senior unsecured notes 6,075,000 6,075,000  
Construction Loan 90,372 39,036  
Fair Value      
Financial assets:      
Cash and cash equivalents 94,494 683,983  
Short-Term Investments 347,715 0  
Receivables, Fair Value Disclosure 2,053,036 1,969,326  
Real estate loans, Fair Value Disclosure 94,407 40,299  
Deferred compensation plan assets 36,373 32,894  
Long-term debt:      
Senior unsecured credit facility 600,000 600,000  
Senior unsecured notes $ 5,803,095 $ 5,816,919  
v3.24.2
Commitments and Contingencies (Details) - USD ($)
Jun. 03, 2024
Aug. 29, 2023
Nov. 25, 2020
Jun. 30, 2024
Sep. 06, 2023
Jan. 01, 2023
Rockford Loan | Secured Debt            
Funding Commitments [Line Items]            
Line of credit facility, maximum borrowing capacity   $ 150,000,000        
Debt instrument, interest rate, stated percentage   10.00%        
Debt Instrument, Draw Term   1 year        
Debt Instrument, Term Including Extension   6 years        
Debt instrument, term   5 years        
Debt Instrument, Extension Term   1 year        
Long-term Line of Credit       $ 93,000,000    
PENN Entertainment New Master Lease            
Funding Commitments [Line Items]            
Cap rate           7.75%
Casino Queen Master Lease            
Funding Commitments [Line Items]            
Yield 9.00%   8.25%      
Aurora, Illinois | PENN Entertainment New Master Lease            
Funding Commitments [Line Items]            
Maximum funding commitment           $ 225,000,000
Joliet, Illinois | PENN Entertainment New Master Lease            
Funding Commitments [Line Items]            
Maximum funding commitment           $ 350,000,000
Baton Rouge, LA [Member] | Casino Queen Master Lease            
Funding Commitments [Line Items]            
Maximum funding commitment $ 111,000,000          
Amount funded $ 7,000,000     $ 7,000,000    
Marquette, IA | Casino Queen Master Lease            
Funding Commitments [Line Items]            
Maximum funding commitment         $ 12,500,000  
v3.24.2
Revenue Recognition - Narrative (Details)
3 Months Ended 6 Months Ended
Jun. 03, 2024
May 16, 2024
renewaloption
Feb. 06, 2024
Jan. 03, 2023
Sep. 26, 2022
Jun. 28, 2022
USD ($)
Mar. 01, 2022
USD ($)
Jun. 03, 2021
renewaloption
Dec. 18, 2020
USD ($)
Nov. 25, 2020
Oct. 01, 2020
renewaloption
Sep. 29, 2020
Jun. 15, 2020
Oct. 01, 2018
USD ($)
Jun. 30, 2024
USD ($)
property
mi
Jun. 30, 2023
USD ($)
Jun. 30, 2024
USD ($)
property
mi
Jun. 30, 2023
USD ($)
May 13, 2023
USD ($)
Dec. 29, 2021
Dec. 17, 2021
Revenue Recognition [Line Items]                                          
Number of miles | mi                             60   60        
Number of facilities whose real estate property is Included in entity portfolio | property                             65   65        
Total cash rental income | $                             $ 349,426,000   $ 693,161,000        
Share-based Payment Arrangement, Expense | $                                 7,300,000        
Restricted stock awards                                          
Revenue Recognition [Line Items]                                          
Share-based Payment Arrangement, Expense | $                             $ 1,600,000 $ 1,400,000 $ 5,800,000 $ 5,700,000      
Tropicana Entertainment Inc.                                          
Revenue Recognition [Line Items]                                          
Payments to Acquire Businesses, Gross | $                 $ 5,700,000                        
Payments to acquire real estate, excluding transaction costs | $                           $ 964,000,000              
Payments to acquire real estate, excluding transaction costs | $                           $ 964,000,000              
Bally's Master Lease                                          
Revenue Recognition [Line Items]                                          
Number of facilities whose real estate property is Included in entity portfolio | property                             8   8        
PA Live! Master Lease                                          
Revenue Recognition [Line Items]                                          
Number of facilities whose real estate property is Included in entity portfolio | property                             2   2        
Penn National Gaming Inc. Master Lease                                          
Revenue Recognition [Line Items]                                          
Number of real estate properties | property                             14   14        
Operating leases, number of renewal options | property                             3   3        
Operating lease, renewal term (in years)                             5 years   5 years        
Annual rent escalator, percentage                                 2.00%        
Amended Pinnacle Entertainment, Inc. Master Lease                                          
Revenue Recognition [Line Items]                                          
Number of real estate properties | property                             12   12        
Operating lease, renewal term (in years)                             5 years   5 years        
Annual rent escalator, percentage                                 2.00%        
Operating leases, percent of the average net revenues of property(s) used to calculate rent increase                                 4.00%        
Frequency property performance-based rent structure is adjusted                                 2 years        
Lessor leasing arrangements period used in calculation of average net revenues                                 2 years        
Amended and Restated Caesars Master Lease                                          
Revenue Recognition [Line Items]                                          
Operating lease, initial term of contract (in years)                         20 years 15 years              
Operating lease, renewal term (in years)                         20 years                
Rent escalator, year 5 and 6                         1.25%                
Rent escalator, year 7 and 8                         1.75%                
Rent escalator after year 9                         2.00%                
Boyd Gaming Corporation Master Lease                                          
Revenue Recognition [Line Items]                                          
Number of real estate properties | property                             3   3        
Operating lease, initial term of contract (in years)                             10 years   10 years        
Operating leases, number of renewal options | property                             5   5        
Operating lease, renewal term (in years)                             5 years   5 years        
Annual rent escalator, percentage                                 2.00%        
Operating leases, percent of the average net revenues of property(s) used to calculate rent increase                                 4.00%        
Frequency property performance-based rent structure is adjusted                                 2 years        
Lessor leasing arrangements period used in calculation of average net revenues                                 2 years        
Belterra Park Lease                                          
Revenue Recognition [Line Items]                                          
Annual rent escalator, percentage                                 2.00%        
Operating leases, percent of the average net revenues of property(s) used to calculate rent increase                                 4.00%        
Lessor leasing arrangements period used in calculation of average net revenues                                 2 years        
Eldorado Master Lease                                          
Revenue Recognition [Line Items]                                          
Number of real estate properties | property                             5   5        
Bally's Master Lease                                          
Revenue Recognition [Line Items]                                          
Operating lease, initial term of contract (in years)                             15 years   15 years        
Operating leases, number of renewal options | renewaloption               4                          
Operating lease, renewal term (in years)               5 years                          
Operating lease covenant, CPI increase               0.50%                          
Operating Leases, Covenant, Annual Rental Escalator, Consumer Price Index,               1.00%                          
Operating Leases, Covenant, Annual Rental Escalation, Consumer Price Index, Maximum Rent Increase               2.00%                          
Operating lease covenant, CPI increase               0.50%                          
Morgantown Lease                                          
Revenue Recognition [Line Items]                                          
Operating lease, initial term of contract (in years)                     20 years                    
Operating leases, number of renewal options | renewaloption                     6                    
Operating lease, renewal term (in years)                     5 years                    
Annual rent escalator, percentage                     1.50%                    
Operating lease covenant, CPI increase                     0.50%                    
No rent increase CPI covenant                     0.50%                    
Operating lease covenant, rent increase                     1.25%                    
Operating lease covenant, CPI increase                     0.50%                    
Operating lease covenant, rent increase                     1.25%                    
No rent increase CPI covenant                     0.50%                    
Casino Queen Master Lease                                          
Revenue Recognition [Line Items]                                          
Operating lease, initial term of contract (in years)                                         15 years
Operating leases, number of renewal options | renewaloption               4                          
Operating lease, renewal term (in years)                           5 years              
Operating Lease, Rent Escalator, Year 1 through 6                   0.50%             50.00%        
Operating lease covenant, CPI increase                   0.25%                      
No rent increase CPI covenant                   0.25%                      
Operating lease covenant, rent increase                   1.25%                      
Operating lease covenant, CPI increase                   0.25%                      
Operating lease covenant, rent increase                   1.25%                      
No rent increase CPI covenant                   0.25%                      
Yield 9.00%                 8.25%                      
Live! Casino Maryland Lease                                          
Revenue Recognition [Line Items]                                          
Operating lease, initial term of contract (in years)                                       39 years  
Annual rent escalator, percentage                                 1.75%        
PA Live! Master Lease                                          
Revenue Recognition [Line Items]                                          
Annual rent escalator, percentage                                 175.00%        
Payments to acquire real estate, excluding transaction costs | $             $ 689,000,000                            
Payments to acquire real estate, excluding transaction costs | $             $ 689,000,000                            
Lumiere Place Lease                                          
Revenue Recognition [Line Items]                                          
Operating Lease, rent Escalator, Year 2 through 5                       1.25%     125.00%            
Operating Lease, Rent Escalator, Year 6 and 7                       1.75%                  
Operating Lease, Rent Escalator, Year 8 and After                       200.00%     2.00%            
Tropicana Las Vegas Lease                                          
Revenue Recognition [Line Items]                                          
Operating lease, initial term of contract (in years)                             50 years   50 years        
Operating lease covenant, CPI increase         0.50%                                
No rent increase CPI covenant         0.50%                                
Operating lease covenant, CPI increase         0.50%                                
No rent increase CPI covenant         0.50%                                
PENN Entertainment New Master Lease                                          
Revenue Recognition [Line Items]                                          
Number of real estate properties | property                             7   7        
Bally's Tropicana Las Vegas Lease                                          
Revenue Recognition [Line Items]                                          
Operating Leases, Covenant, Annual Rental Escalator, Consumer Price Index,       1.00%                                  
Operating Leases, Covenant, Annual Rental Escalation, Consumer Price Index, Maximum Rent Increase       2.00%                                  
Maximum funding commitment | $                                     $ 175,000,000.0    
American Racing Master Lease                                          
Revenue Recognition [Line Items]                                          
Operating lease, initial term of contract (in years)     30 years                                    
Tioga Lease                                          
Revenue Recognition [Line Items]                                          
Operating Lease, Rent Escalator, Year 1 through year 14     1.75%                                    
Operating Lease, Rent Escalator, After Year 14     2.00%                                    
Amended PENN Master Lease                                          
Revenue Recognition [Line Items]                                          
Operating leases, percent of the average net revenues of property(s) used to calculate rent increase                                 4.00%        
Frequency property performance-based rent structure is adjusted                                 5 years        
Strategic Management Leases                                          
Revenue Recognition [Line Items]                                          
Operating lease, initial term of contract (in years)   25 years                                      
Operating leases, number of renewal options | renewaloption   2                                      
Operating lease, renewal term (in years)                           10 years              
Amount of rent available upon annual rent escalator | $           $ 9,200,000                              
Operating Leases, Covenant, Annual Rental Escalator, Consumer Price Index,   2.00%                                      
Operating Leases, Covenant, Annual Rental Escalation, Consumer Price Index, Maximum Rent Increase       2.50%                                  
Operating Lease, Rent Escalator, Year 3 through Year 10                         2.00%                
v3.24.2
Revenue Recognition (Rental Income Table) (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Operating Leased Assets [Line Items]        
Total cash rental income $ 349,426   $ 693,161  
Straight-line rent adjustments 15,790   31,580 $ 17,503
Ground rent in revenue 8,634   17,189  
Increase (Decrease) in Finance Receivables 6,776   14,660  
Total income from real estate 380,626 $ 356,589 756,590 711,803
Operating Leases, Future Minimum Base Ground Payments Receivable 110,306   110,306  
Straight Line Rent Adjustments, Net 249,636   249,636  
Operating Leases, Future Minimum Payments Receivable 11,174,923   11,174,923  
Operating Leases, Future Income to Be Recognized 11,534,865   11,534,865  
Operating Leases, Future Minimum Base Ground Payments Receivable, Thereafter 56,127   56,127  
Operating Leases, Future Minimum Payments Receivable, Thereafter 5,906,870   5,906,870  
Operating Leases, Future Income to Be Recognized, in Five Years 1,165,484   1,165,484  
Operating Leases, Future Minimum Base Ground Payments Receivable, In Five Years 11,184   11,184  
Straight Line Rent Adjustments, in Five Years 36,079   36,079  
Operating Leases, Future Minimum Payments Receivable, in Five Years 1,118,221   1,118,221  
Operating Leases, Future Income to Be Recognized, Thereafter 5,996,146   5,996,146  
Straight Line Rent Adjustments, Thereafter 33,149   33,149  
Operating Leases, Future Income to Be Recognized, in Four Years 1,170,345   1,170,345  
Operating Leases, Future Minimum Base Ground Payments Receivable, In Four Years 11,302   11,302  
Straight Line Rent Adjustments, in Four Years 42,967   42,967  
Operating Leases, Future Minimum Payments Receivable, in Four Years 1,116,076   1,116,076  
Operating Leases, Future Income to Be Recognized, in Three Years 1,220,565   1,220,565  
Operating Leases, Future Minimum Base Ground Payments Receivable, In Three Years 12,180   12,180  
Straight Line Rent Adjustments, in Three Years 49,756   49,756  
Operating Leases, Future Minimum Payments Receivable, in Three Years 1,158,629   1,158,629  
Operating Leases, Future Income to Be Recognized, in Two Years 1,319,842   1,319,842  
Operating Leases, Future Minimum Base Ground Payments Receivable, In Two Years 13,007   13,007  
Straight Line Rent Adjustments, in Two Years 57,055   57,055  
Operating Leases, Future Minimum Payments Receivable, in Two Years 1,249,780   1,249,780  
Operating Leases, Future Minimum Base Ground Payments Receivable, Current 6,506   6,506  
Straight Line Rent Adjustments, Current 30,630   30,630  
Operating Leases, Future Minimum Payments Receivable, Current 625,347   625,347  
Operating Leases, Future Income to Be Recognized, Current 662,483   662,483  
Interest and Fee Income, Loans, Real Estate Construction 1,837 $ 0 2,914 $ 0
Property Subject to Operating Lease        
Operating Leased Assets [Line Items]        
Total cash rental income 17,564   34,178  
Building | Property Subject to Operating Lease        
Operating Leased Assets [Line Items]        
Total cash rental income 286,638   569,296  
Land | Property Subject to Operating Lease        
Operating Leased Assets [Line Items]        
Total cash rental income $ 43,387   $ 86,773  
v3.24.2
Earnings per Share Earnings per Share (Weighted Average Shares Outstanding) (Details) - shares
shares in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Schedule of Basic And Diluted Weighted Average Common Shares Outstanding [Line Items]        
Weighted-average common shares outstanding (in shares) 271,501 262,490 271,496 262,142
Diluted weighted-average common shares outstanding (in shares) 272,065 263,400 272,042 263,029
Restricted stock awards        
Schedule of Basic And Diluted Weighted Average Common Shares Outstanding [Line Items]        
Assumed conversion of dilutive securities (in shares) 133 147 123 138
Performance-based restricted stock awards        
Schedule of Basic And Diluted Weighted Average Common Shares Outstanding [Line Items]        
Assumed conversion of dilutive securities (in shares) 431 763 423 749
v3.24.2
Earnings per Share Earnings per Share (EPS Calculations) (Details) - USD ($)
$ / shares in Units, $ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2024
Mar. 31, 2024
Jun. 30, 2023
Mar. 31, 2023
Jun. 30, 2024
Jun. 30, 2023
Calculation of basic EPS:            
Net income $ 208,250   $ 155,630   $ 382,714 $ 338,981
Less: Net income allocated to participating securities (103)   (87)   (174) (178)
Net income attributable to common shareholders $ 208,147   $ 155,543   $ 382,540 $ 338,803
Weighted-average common shares outstanding (in shares) 271,501,000   262,490,000   271,496,000 262,142,000
Basic EPS (in dollars per share) $ 0.77   $ 0.59   $ 1.41 $ 1.29
Calculation of diluted EPS:            
Net income $ 208,250   $ 155,630   $ 382,714 $ 338,981
Diluted weighted-average common shares outstanding (in shares) 272,065,000   263,400,000   272,042,000 263,029,000
Diluted EPS (in dollars per share) $ 0.77   $ 0.59   $ 1.41 $ 1.29
Anti-dilutive securities, options to purchase common stock outstanding (in shares) 90   111   106 116
Net income $ 214,412 $ 179,526 $ 160,137 $ 188,670 $ 393,938 $ 348,807
v3.24.2
Shareholders' Equity (Dividends) (Details) - USD ($)
$ / shares in Units, $ in Thousands
3 Months Ended 6 Months Ended
Jun. 21, 2024
May 20, 2024
Mar. 29, 2024
Feb. 26, 2024
Jun. 30, 2023
Jun. 01, 2023
Mar. 24, 2023
Feb. 22, 2023
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Capital Unit [Line Items]                        
Dividends declared per common share (in dollars per share)   $ 0.76   $ 0.76   $ 0.72   $ 0.72        
Dividend paid, previously accrued at year end $ 206,340   $ 206,340   $ 189,095   $ 188,896          
Payments to Noncontrolling Interests                 $ 6,200 $ 5,500 $ 12,294 $ 12,933
Special earnings and profit dividend [Domain]                        
Capital Unit [Line Items]                        
Dividends declared per common share (in dollars per share)               0.25        
Special earnings and profit dividend                        
Capital Unit [Line Items]                        
Dividends declared per common share (in dollars per share)               $ 0.25        
The Cordish Companies                        
Capital Unit [Line Items]                        
Noncontrolling Interest, Ownership Percentage by Parent                 97.10%   97.10%  
Special earnings and profit dividend                        
Capital Unit [Line Items]                        
Dividend paid, previously accrued at year end             $ 65,588          
v3.24.2
Shareholders' Equity (Details) - USD ($)
1 Months Ended 3 Months Ended 6 Months Ended
Feb. 06, 2024
Dec. 22, 2022
Jul. 25, 2024
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Jan. 03, 2023
Dec. 29, 2021
Capital Unit [Line Items]                  
Payments to Noncontrolling Interests       $ 6,200,000 $ 5,500,000 $ 12,294,000 $ 12,933,000    
Units of Partnership Interest, Amount       8,087,630   8,087,630      
The Cordish Companies                  
Capital Unit [Line Items]                  
Units of Partnership Interest, Amount                 7,366,683
Bally's Master Lease                  
Capital Unit [Line Items]                  
Units of Partnership Interest, Amount               286,643  
Tioga Downs Lease                  
Capital Unit [Line Items]                  
Units of Partnership Interest, Amount 434,304                
Stock Issued $ 19,600,000                
At The Market Program                  
Capital Unit [Line Items]                  
Percentage of commission to be paid on gross sales price of shares sold (up to)   2.00%              
Aggregate dollar value of shares the company may sell (up to)   $ 1,000,000,000              
Percentage of commission to be paid on sales price of borrowed shares of common stock (up to)   2.00%              
Proceeds from Issuance of Common Stock       $ 9,000,000          
Issuance of common stock (in shares)           200,000      
Sale Of Stock, Remaining Shares Authorized to Be Issued, Value, New Shares       $ 584,600,000   $ 584,600,000      
Aggregate dollar value of shares the company may sell (up to)   $ 1,000,000,000              
Percentage of commission to be paid on gross sales price of shares sold (up to)   2.00%              
Percentage of commission to be paid on sales price of borrowed shares of common stock (up to)   2.00%              
Issuance of common stock (in shares)           200,000      
At The Market Program | Subsequent Event                  
Capital Unit [Line Items]                  
Proceeds from Issuance of Common Stock     $ 139,400,000            
Issuance of common stock (in shares)     2,900,000            
Issuance of common stock (in shares)     2,900,000            
v3.24.2
Stock Based Compensation Stock Based Compensation (Narrative) (Details) - USD ($)
$ in Millions
3 Months Ended 6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Stock-based compensation        
Recognized compensation expense     $ 7.3  
Restricted stock awards        
Stock-based compensation        
Remaining weighted average vesting period for recognition of unrecognized compensation cost     1 year 9 months 18 days  
Recognized compensation expense $ 1.6 $ 1.4 $ 5.8 $ 5.7
Performance-based restricted stock awards        
Stock-based compensation        
Total unrecognized compensation cost 23.5   $ 23.5  
Remaining weighted average vesting period for recognition of unrecognized compensation cost     1 year 11 months 8 days  
Recognized compensation expense $ 3.9 $ 3.6 $ 7.8 $ 7.1
Period of total shareholder return upon which the percentage of shares vesting at the end of the measurement period will be based     3 years  
Period of return of the MSCI US REIT index against which total shareholder return measured     3 years  
End Of Measurement Period Vesting | Performance-based restricted stock awards        
Stock-based compensation        
Vesting period     3 years  
v3.24.2
Stock Based Compensation Stock Based Compensation (Restricted Stock Activity) (Details) - USD ($)
$ in Millions
3 Months Ended 6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Stock-based compensation        
Share-based Payment Arrangement, Expense     $ 7.3  
Restricted stock awards        
Stock-based compensation        
Outstanding at the beginning of the period (in shares)     269,929  
Granted (in shares)     263,328  
Released (in shares)     (215,685)  
Outstanding at the end of the period (in shares) 317,572   317,572  
Share-based Payment Arrangement, Expense $ 1.6 $ 1.4 $ 5.8 $ 5.7
v3.24.2
Stock Based Compensation Stock-Based Compensation (Performance-Based Awards) (Details) - Performance-based restricted stock awards
6 Months Ended
Jun. 30, 2024
shares
Performance-Based Restricted Stock Awards Activity [Roll Forward]  
Outstanding at the beginning of the period (in shares) 1,492,000
Granted (in shares) 523,000
Released (in shares) (478,000)
Outstanding at the end of the period (in shares) 1,537,000
v3.24.2
Supplemental Disclosures of Cash Flow Information and Noncash Activities (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Feb. 06, 2024
Jan. 03, 2023
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Additional Cash Flow Elements and Supplemental Cash Flow Information [Abstract]            
Cash paid for interest     $ 88,592 $ 74,093 $ 167,626 $ 156,088
Real estate investments            
Units of Partnership Interest, Amount     8,087,630   8,087,630  
Repayments of Long-term Debt         $ 63,540 560,074
Cash paid for income taxes, net of refunds received     $ 2,399 $ 1,086 2,399 979
Repayments of Long-Term Debt         $ (63,540) $ (560,074)
Bally's Master Lease            
Real estate investments            
Units of Partnership Interest, Amount   286,643        
Bally's Tiverton Casino & Hardrock Biloxi            
Real estate investments            
Units of Partnership Interest, Amount   286,643        
Stock Issued   $ 14,900        
Tioga Downs            
Real estate investments            
Repayments of Long-term Debt $ 63,500          
Repayments of Long-Term Debt $ (63,500)          
v3.24.2
Acquisitions (Details) - USD ($)
May 16, 2024
Feb. 06, 2024
Sep. 06, 2023
Jan. 13, 2023
Jan. 03, 2023
Jun. 28, 2022
Jun. 30, 2024
Mar. 31, 2024
Dec. 31, 2023
Jun. 30, 2023
Mar. 31, 2023
Dec. 31, 2022
Dec. 29, 2021
Lessee, Lease, Description [Line Items]                          
Provision (benefit) for credit losses, net             $ 40,853,000 $ 44,175,000 $ 21,971,000 $ 41,523,000 $ 13,471,000 $ 19,124,000  
Real Estate Investment Property, Net             8,045,884,000   8,168,792,000        
Payments for Deposits on Real Estate Acquisitions       $ 200,000,000 $ 200,000,000                
Operating Leases, Future Minimum Payments Receivable             11,174,923,000            
Direct Financing Lease, Lease Receivable             2,278,900,000     1,991,400,000      
Finance lease liability             (60,561,000)   (54,261,000)        
Payments for Deposits on Real Estate Acquisitions       200,000,000 200,000,000                
Live! Casino Maryland Lease                          
Lessee, Lease, Description [Line Items]                          
Operating lease, initial term of contract (in years)                         39 years
Provision (benefit) for credit losses, net             10,884,000 12,755,000 5,661,000 $ 11,356,000 $ 3,214,000 $ 4,095,000  
Bally's Master Lease- Lincoln                          
Lessee, Lease, Description [Line Items]                          
Amount of rent available upon annual rent escalator           $ 58,800,000              
Amount of rent available upon annual rent escalator           58,800,000              
Bally's Master Lease- Tiverton & Biloxi                          
Lessee, Lease, Description [Line Items]                          
Operating Leases, Future Minimum Payments Receivable         48,500,000                
Casino Queen Master Lease- Marquette                          
Lessee, Lease, Description [Line Items]                          
Amount of rent available upon annual rent escalator     $ 2,700,000                    
Amount of rent available upon annual rent escalator     2,700,000                    
Tioga Downs Lease                          
Lessee, Lease, Description [Line Items]                          
Operating lease, initial term of contract (in years)   30 years                      
Provision (benefit) for credit losses, net             $ 1,429,000 $ 1,579,000 $ 0        
SGMSD, LLC Master Lease | Deadwood, South Dakota                          
Lessee, Lease, Description [Line Items]                          
Maximum funding commitment $ 5,000,000                        
Bally's Tiverton Casino & Hardrock Biloxi                          
Lessee, Lease, Description [Line Items]                          
Consideration transferred         627,255,000                
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Land         321,155,000                
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Buildings         $ 306,100,000                
Bally's Lincoln                          
Lessee, Lease, Description [Line Items]                          
Consideration transferred       $ 771,000,000   $ 771,000,000.0              
Casino Queen Marquette                          
Lessee, Lease, Description [Line Items]                          
Payments to acquire real estate, excluding transaction costs     32,720,000                    
Consideration transferred     32,722,000                    
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Land     32,032,000                    
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Buildings     $ 690,000                    
ARE's Tioga Downs                          
Lessee, Lease, Description [Line Items]                          
Payments to acquire real estate, excluding transaction costs   $ 175,000,000                      
Strategic Gaming Management, LLC- Silverado, DMG, and Baldini's                          
Lessee, Lease, Description [Line Items]                          
Payment for real property 110,163,000                        
Payments to acquire real estate, excluding transaction costs 105,000,000                        
Direct Financing Lease, Lease Receivable 116,217,000                        
Finance lease liability $ (6,054,000)                        
v3.24.2
Subsequent Events (Details) - USD ($)
$ in Thousands
Jul. 12, 2024
Jan. 13, 2023
Jun. 28, 2022
Jun. 30, 2024
May 16, 2024
Dec. 31, 2023
Subsequent Event [Line Items]            
Real estate investments, net       $ 8,045,884   $ 8,168,792
Bally's Kansas City, Bally's Shreveport, and Bally's Chicago | Subsequent Event            
Subsequent Event [Line Items]            
Payments to acquire real estate, excluding transaction costs $ 1,585,000          
Initial cash yield 8.30%          
Bally's Chicago Land | Subsequent Event            
Subsequent Event [Line Items]            
Payments to acquire real estate, excluding transaction costs $ 250,000          
Bally's Kansas City and Bally's Shreveport | Subsequent Event            
Subsequent Event [Line Items]            
Payments to acquire real estate, excluding transaction costs 395,000          
Bally's Lincoln            
Subsequent Event [Line Items]            
Consideration transferred   $ 771,000 $ 771,000      
Initial cash yield   7.60%        
Bally's Lincoln | Subsequent Event            
Subsequent Event [Line Items]            
Consideration transferred $ 735,000          
Initial cash yield 8.00%          
New Bally's Master Lease | Subsequent Event            
Subsequent Event [Line Items]            
Initial cash yield 8.00%          
Real estate investments, net $ 1,190,000          
Initial cash yield 8.40%          
New Bally's Master Lease | Subsequent Event | Chicago, IL            
Subsequent Event [Line Items]            
Maximum funding commitment $ 940,000          
Initial cash yield 8.50%          
Rent rate 8.50%          
Bally's Master Lease- Lincoln            
Subsequent Event [Line Items]            
Amount of rent available upon annual rent escalator     58,800      
Bally's Master Lease- Lincoln | Subsequent Event            
Subsequent Event [Line Items]            
Amount of rent available upon annual rent escalator $ 58,800          
New Bally's Master Lease- Kansas City and Shreveport | Subsequent Event            
Subsequent Event [Line Items]            
Amount of rent available upon annual rent escalator $ 32,200          
Initial cash yield 8.20%          
Strategic Management Leases            
Subsequent Event [Line Items]            
Operating lease, initial term of contract (in years)         25 years  
Amount of rent available upon annual rent escalator     $ 9,200      
Bally's Chicago Land | Subsequent Event            
Subsequent Event [Line Items]            
Operating lease, initial term of contract (in years) 15 years          

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