[10-Q] Gaming and Leisure Properties, Inc. Quarterly Earnings Report
Filing Impact
Filing Sentiment
Form Type
10-Q
Shimmick Corp. (SHIM) – Form 144 filing discloses that insider Mitchell B. Goldsteen plans to sell up to 3,900 common shares through TD Securities on or about 24 Jul 2025. At the most recent market price used in the filing, the sale would raise roughly $8.1 k. The proposed shares represent less than 0.01 % of the company’s 34.36 m shares outstanding.
The notice also lists an extensive series of prior open-market sales by Goldsteen during the past three months. Adding the individual transactions shown, the insider has already disposed of ≈252 k shares, generating cumulative gross proceeds of several hundred thousand dollars. The new 3,900-share lot suggests continued selling momentum.
No financial performance data, corporate events or explanatory remarks accompany the filing; Form 144 only signals a potential disposition. Investors typically view persistent insider selling—particularly at this scale—as a bearish sentiment indicator, although the absolute percentages remain small relative to total shares outstanding.
Shimmick Corp. (SHIM) – Comunicazione Form 144 rivela che l'insider Mitchell B. Goldsteen prevede di vendere fino a 3.900 azioni ordinarie tramite TD Securities intorno al 24 luglio 2025. Al prezzo di mercato più recente indicato nella comunicazione, la vendita genererebbe circa 8,1 mila dollari. Le azioni proposte rappresentano meno dello 0,01% delle 34,36 milioni di azioni in circolazione della società.
La notifica include anche una lunga serie di vendite precedenti sul mercato aperto effettuate da Goldsteen negli ultimi tre mesi. Sommando le singole transazioni riportate, l'insider ha già ceduto circa 252 mila azioni, ottenendo proventi lordi complessivi di diverse centinaia di migliaia di dollari. Il nuovo lotto da 3.900 azioni indica una continuazione della tendenza alla vendita.
Non sono presenti dati sulle prestazioni finanziarie, eventi societari o commenti esplicativi allegati alla comunicazione; il Form 144 segnala soltanto una possibile cessione. Gli investitori generalmente interpretano una vendita persistente da parte degli insider, soprattutto su questa scala, come un segnale di sentiment ribassista, anche se le percentuali assolute rimangono contenute rispetto al totale delle azioni in circolazione.
Shimmick Corp. (SHIM) – Presentación del Formulario 144 revela que el insider Mitchell B. Goldsteen planea vender hasta 3.900 acciones comunes a través de TD Securities alrededor del 24 de julio de 2025. Al precio de mercado más reciente utilizado en la presentación, la venta recaudaría aproximadamente 8,1 mil dólares. Las acciones propuestas representan menos del 0,01% de las 34,36 millones de acciones en circulación de la empresa.
El aviso también incluye una extensa serie de ventas previas en el mercado abierto realizadas por Goldsteen durante los últimos tres meses. Sumando las transacciones individuales mostradas, el insider ya ha vendido aproximadamente 252 mil acciones, generando ingresos brutos acumulados de varios cientos de miles de dólares. El nuevo lote de 3.900 acciones sugiere un impulso continuo en las ventas.
No se acompañan datos financieros, eventos corporativos ni comentarios explicativos con la presentación; el Formulario 144 solo indica una posible disposición. Los inversores suelen interpretar la venta persistente por parte de insiders, especialmente a esta escala, como un indicador de sentimiento bajista, aunque los porcentajes absolutos siguen siendo pequeños en relación con el total de acciones en circulación.
Shimmick Corp. (SHIM) – Form 144 제출에 따르면 내부자 Mitchell B. Goldsteen가 2025년 7월 24일경 TD Securities를 통해 최대 3,900주 보통주를 매도할 계획입니다. 제출서에 사용된 최근 시장 가격 기준으로 이번 매도는 약 8,100달러의 자금을 조달할 것으로 예상됩니다. 제안된 주식 수는 회사의 3,436만 주 발행 주식의 0.01% 미만에 해당합니다.
통지서에는 지난 3개월 동안 Goldsteen이 공개 시장에서 진행한 다수의 매도 내역도 상세히 나와 있습니다. 개별 거래를 합산하면 내부자는 이미 약 25만 2천 주를 처분하여 수십만 달러의 총수익을 올렸습니다. 이번 3,900주 매도 계획은 매도 추세가 계속되고 있음을 시사합니다.
재무 성과 데이터, 기업 이벤트 또는 설명 문구는 제출서에 포함되어 있지 않으며, Form 144는 단지 잠재적 매도를 알리는 신호일 뿐입니다. 투자자들은 일반적으로 이처럼 대규모의 지속적인 내부자 매도를 약세 심리 지표로 해석하지만, 총 발행 주식 대비 비율은 여전히 적은 편입니다.
Shimmick Corp. (SHIM) – Dépôt du Formulaire 144 révèle que l’initié Mitchell B. Goldsteen prévoit de vendre jusqu’à 3 900 actions ordinaires via TD Securities aux alentours du 24 juillet 2025. Au dernier cours de marché indiqué dans le dépôt, cette vente générerait environ 8,1 K$. Les actions proposées représentent moins de 0,01 % des 34,36 millions d’actions en circulation de la société.
L’avis mentionne également une série étendue de ventes antérieures sur le marché libre effectuées par Goldsteen au cours des trois derniers mois. En additionnant les transactions individuelles, l’initié a déjà cédé environ 252 000 actions, générant des recettes brutes cumulées de plusieurs centaines de milliers de dollars. Le nouveau lot de 3 900 actions suggère une poursuite de cette dynamique de vente.
Aucune donnée financière, événement d’entreprise ou remarque explicative n’accompagne ce dépôt ; le Formulaire 144 signale uniquement une possible cession. Les investisseurs considèrent généralement une vente persistante par un initié — surtout à cette échelle — comme un indicateur de sentiment baissier, même si les pourcentages absolus restent faibles par rapport au total des actions en circulation.
Shimmick Corp. (SHIM) – Form 144 Einreichung offenbart, dass Insider Mitchell B. Goldsteen plant, bis zu 3.900 Stammaktien über TD Securities etwa am 24. Juli 2025 zu verkaufen. Zum zuletzt im Formular angegebenen Marktpreis würde der Verkauf rund 8,1 Tausend US-Dollar einbringen. Die vorgeschlagenen Aktien entsprechen weniger als 0,01 % der insgesamt 34,36 Millionen ausstehenden Aktien des Unternehmens.
Die Mitteilung listet zudem eine umfangreiche Reihe vorheriger Verkäufe am offenen Markt durch Goldsteen in den letzten drei Monaten auf. Addiert man die einzelnen Transaktionen, hat der Insider bereits ungefähr 252.000 Aktien veräußert und dabei kumulierte Bruttoerlöse in mehreren hunderttausend Dollar erzielt. Die neue Tranche von 3.900 Aktien deutet auf eine anhaltende Verkaufstendenz hin.
Finanzielle Leistungsdaten, Unternehmensereignisse oder erläuternde Bemerkungen sind der Einreichung nicht beigefügt; das Formular 144 signalisiert lediglich eine potenzielle Veräußerung. Anleger werten anhaltenden Insiderverkauf – insbesondere in diesem Umfang – typischerweise als ein bärisches Stimmungsbarometer, obwohl die absoluten Prozentsätze im Verhältnis zu den ausstehenden Aktien gering bleiben.
Positive
- None.
Negative
- None.
Insights
TL;DR – Serial insider disposals; another 3,900 shares queued.
The filing adds a marginal 3,900-share sale to Goldsteen’s already heavy three-month sell program (~252 k shares). While the lot is immaterial to float, sustained insider selling often pressures sentiment and may signal limited near-term confidence. No operational data accompany the notice, so the market reaction will hinge on cumulative selling optics rather than fundamentals.
Shimmick Corp. (SHIM) – Comunicazione Form 144 rivela che l'insider Mitchell B. Goldsteen prevede di vendere fino a 3.900 azioni ordinarie tramite TD Securities intorno al 24 luglio 2025. Al prezzo di mercato più recente indicato nella comunicazione, la vendita genererebbe circa 8,1 mila dollari. Le azioni proposte rappresentano meno dello 0,01% delle 34,36 milioni di azioni in circolazione della società.
La notifica include anche una lunga serie di vendite precedenti sul mercato aperto effettuate da Goldsteen negli ultimi tre mesi. Sommando le singole transazioni riportate, l'insider ha già ceduto circa 252 mila azioni, ottenendo proventi lordi complessivi di diverse centinaia di migliaia di dollari. Il nuovo lotto da 3.900 azioni indica una continuazione della tendenza alla vendita.
Non sono presenti dati sulle prestazioni finanziarie, eventi societari o commenti esplicativi allegati alla comunicazione; il Form 144 segnala soltanto una possibile cessione. Gli investitori generalmente interpretano una vendita persistente da parte degli insider, soprattutto su questa scala, come un segnale di sentiment ribassista, anche se le percentuali assolute rimangono contenute rispetto al totale delle azioni in circolazione.
Shimmick Corp. (SHIM) – Presentación del Formulario 144 revela que el insider Mitchell B. Goldsteen planea vender hasta 3.900 acciones comunes a través de TD Securities alrededor del 24 de julio de 2025. Al precio de mercado más reciente utilizado en la presentación, la venta recaudaría aproximadamente 8,1 mil dólares. Las acciones propuestas representan menos del 0,01% de las 34,36 millones de acciones en circulación de la empresa.
El aviso también incluye una extensa serie de ventas previas en el mercado abierto realizadas por Goldsteen durante los últimos tres meses. Sumando las transacciones individuales mostradas, el insider ya ha vendido aproximadamente 252 mil acciones, generando ingresos brutos acumulados de varios cientos de miles de dólares. El nuevo lote de 3.900 acciones sugiere un impulso continuo en las ventas.
No se acompañan datos financieros, eventos corporativos ni comentarios explicativos con la presentación; el Formulario 144 solo indica una posible disposición. Los inversores suelen interpretar la venta persistente por parte de insiders, especialmente a esta escala, como un indicador de sentimiento bajista, aunque los porcentajes absolutos siguen siendo pequeños en relación con el total de acciones en circulación.
Shimmick Corp. (SHIM) – Form 144 제출에 따르면 내부자 Mitchell B. Goldsteen가 2025년 7월 24일경 TD Securities를 통해 최대 3,900주 보통주를 매도할 계획입니다. 제출서에 사용된 최근 시장 가격 기준으로 이번 매도는 약 8,100달러의 자금을 조달할 것으로 예상됩니다. 제안된 주식 수는 회사의 3,436만 주 발행 주식의 0.01% 미만에 해당합니다.
통지서에는 지난 3개월 동안 Goldsteen이 공개 시장에서 진행한 다수의 매도 내역도 상세히 나와 있습니다. 개별 거래를 합산하면 내부자는 이미 약 25만 2천 주를 처분하여 수십만 달러의 총수익을 올렸습니다. 이번 3,900주 매도 계획은 매도 추세가 계속되고 있음을 시사합니다.
재무 성과 데이터, 기업 이벤트 또는 설명 문구는 제출서에 포함되어 있지 않으며, Form 144는 단지 잠재적 매도를 알리는 신호일 뿐입니다. 투자자들은 일반적으로 이처럼 대규모의 지속적인 내부자 매도를 약세 심리 지표로 해석하지만, 총 발행 주식 대비 비율은 여전히 적은 편입니다.
Shimmick Corp. (SHIM) – Dépôt du Formulaire 144 révèle que l’initié Mitchell B. Goldsteen prévoit de vendre jusqu’à 3 900 actions ordinaires via TD Securities aux alentours du 24 juillet 2025. Au dernier cours de marché indiqué dans le dépôt, cette vente générerait environ 8,1 K$. Les actions proposées représentent moins de 0,01 % des 34,36 millions d’actions en circulation de la société.
L’avis mentionne également une série étendue de ventes antérieures sur le marché libre effectuées par Goldsteen au cours des trois derniers mois. En additionnant les transactions individuelles, l’initié a déjà cédé environ 252 000 actions, générant des recettes brutes cumulées de plusieurs centaines de milliers de dollars. Le nouveau lot de 3 900 actions suggère une poursuite de cette dynamique de vente.
Aucune donnée financière, événement d’entreprise ou remarque explicative n’accompagne ce dépôt ; le Formulaire 144 signale uniquement une possible cession. Les investisseurs considèrent généralement une vente persistante par un initié — surtout à cette échelle — comme un indicateur de sentiment baissier, même si les pourcentages absolus restent faibles par rapport au total des actions en circulation.
Shimmick Corp. (SHIM) – Form 144 Einreichung offenbart, dass Insider Mitchell B. Goldsteen plant, bis zu 3.900 Stammaktien über TD Securities etwa am 24. Juli 2025 zu verkaufen. Zum zuletzt im Formular angegebenen Marktpreis würde der Verkauf rund 8,1 Tausend US-Dollar einbringen. Die vorgeschlagenen Aktien entsprechen weniger als 0,01 % der insgesamt 34,36 Millionen ausstehenden Aktien des Unternehmens.
Die Mitteilung listet zudem eine umfangreiche Reihe vorheriger Verkäufe am offenen Markt durch Goldsteen in den letzten drei Monaten auf. Addiert man die einzelnen Transaktionen, hat der Insider bereits ungefähr 252.000 Aktien veräußert und dabei kumulierte Bruttoerlöse in mehreren hunderttausend Dollar erzielt. Die neue Tranche von 3.900 Aktien deutet auf eine anhaltende Verkaufstendenz hin.
Finanzielle Leistungsdaten, Unternehmensereignisse oder erläuternde Bemerkungen sind der Einreichung nicht beigefügt; das Formular 144 signalisiert lediglich eine potenzielle Veräußerung. Anleger werten anhaltenden Insiderverkauf – insbesondere in diesem Umfang – typischerweise als ein bärisches Stimmungsbarometer, obwohl die absoluten Prozentsätze im Verhältnis zu den ausstehenden Aktien gering bleiben.
Table of Contents
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, 2025
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
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of | (I.R.S. Employer | |||||||
| incorporation or organization) | Identification No.) | |||||||
(Address of principal executive offices) (Zip Code)
(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 class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
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:
| ☒ | Accelerated filer | ☐ | |||||||||
| Non-accelerated filer | ☐ | Smaller 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.
| Title | July 18, 2025 | |||||||
| Common Stock, par value $.01 per share | ||||||||
Table of Contents
GAMING AND LEISURE PROPERTIES, INC. AND SUBSIDIARIES
TABLE OF CONTENTS
PART I. | FINANCIAL INFORMATION | 3 | ||||||
ITEM 1. | FINANCIAL STATEMENTS | 3 | ||||||
Condensed Consolidated Balance Sheets - June 30, 2025 and December 31, 2024 | 3 | |||||||
Condensed Consolidated Statements of Operations and Comprehensive Income - Three and Six Months Ended June 30, 2025 and 2024 | 4 | |||||||
Condensed Consolidated Statements of Changes in Equity - Three and Six Months Ended June 30, 2025 and 2024 | 5 | |||||||
Condensed Consolidated Statements of Cash Flows - Six Months Ended June 30, 2025 and 2024 | 7 | |||||||
Notes to the Condensed Consolidated Financial Statements | 8 | |||||||
ITEM 2. | MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS | 33 | ||||||
ITEM 3. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK | 55 | ||||||
ITEM 4. | CONTROLS AND PROCEDURES | 56 | ||||||
PART II. | OTHER INFORMATION | 57 | ||||||
ITEM 1. | LEGAL PROCEEDINGS | 57 | ||||||
ITEM 1A. | RISK FACTORS | 57 | ||||||
ITEM 2. | UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS | 57 | ||||||
ITEM 3. | DEFAULTS UPON SENIOR SECURITIES | 57 | ||||||
ITEM 4. | MINE SAFETY DISCLOSURES | 57 | ||||||
ITEM 5. | OTHER INFORMATION | 57 | ||||||
ITEM 6. | EXHIBITS | 59 | ||||||
SIGNATURE | 60 | |||||||
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Table of Contents
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, 2025 | December 31, 2024 | ||||||||||
| (unaudited) | |||||||||||
| Assets | |||||||||||
| Real estate investments, net | $ | $ | |||||||||
| Investment in leases, financing receivables, net | |||||||||||
| Investment in leases, sales-type, net | |||||||||||
| Real estate loans, net | |||||||||||
| Right-of-use assets and land rights, net | |||||||||||
| Cash and cash equivalents | |||||||||||
| Held to maturity investment securities | |||||||||||
| Other assets | |||||||||||
| Total assets | $ | $ | |||||||||
| Liabilities | |||||||||||
| Accounts payable and accrued expenses | $ | $ | |||||||||
| Accrued interest | |||||||||||
| Accrued salaries and wages | |||||||||||
| Operating lease liabilities | |||||||||||
| Financing lease liabilities | |||||||||||
| Long-term debt, net of unamortized debt issuance costs, bond premiums and original issuance discounts | |||||||||||
| Deferred rental revenue | |||||||||||
| Other liabilities | |||||||||||
| Total liabilities | |||||||||||
| Commitments and Contingencies (Note 9) | |||||||||||
| Equity | |||||||||||
Preferred stock ($ | |||||||||||
Common stock ($ | |||||||||||
| Additional paid-in capital | |||||||||||
| Accumulated deficit | ( | ( | |||||||||
| Accumulated other comprehensive income | |||||||||||
| Total equity attributable to Gaming and Leisure Properties | |||||||||||
Noncontrolling interests in GLPI's Operating Partnership ( | |||||||||||
| Total equity | |||||||||||
| Total liabilities and equity | $ | $ | |||||||||
See accompanying notes to the condensed consolidated financial statements.
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Gaming and Leisure Properties, Inc. and Subsidiaries
Condensed Consolidated Statements of Operations and Comprehensive Income
(in thousands, except per share data)
(unaudited)
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Revenues | |||||||||||||||||||||||
| Rental income | $ | $ | $ | $ | |||||||||||||||||||
| Income from investment in leases, financing receivables | |||||||||||||||||||||||
| Income from sales-type lease | |||||||||||||||||||||||
| Interest income from real estate loans | |||||||||||||||||||||||
Total income from real estate | |||||||||||||||||||||||
| Operating expenses | |||||||||||||||||||||||
| Land rights and ground lease expense | |||||||||||||||||||||||
| General and administrative | |||||||||||||||||||||||
| Gains from dispositions of property | ( | ||||||||||||||||||||||
| Depreciation | |||||||||||||||||||||||
| Provision (benefit) for credit losses, net | ( | ||||||||||||||||||||||
| Total operating expenses | |||||||||||||||||||||||
| Income from operations | |||||||||||||||||||||||
| Other income (expenses) | |||||||||||||||||||||||
| Interest expense | ( | ( | ( | ( | |||||||||||||||||||
| Interest income | |||||||||||||||||||||||
| Total other expenses | ( | ( | ( | ( | |||||||||||||||||||
| Income before income taxes | |||||||||||||||||||||||
| Income tax expense | |||||||||||||||||||||||
| Net income | $ | $ | $ | $ | |||||||||||||||||||
| Net income attributable to non-controlling interest in the Operating Partnership | ( | ( | ( | ( | |||||||||||||||||||
| Net income attributable to common shareholders | $ | $ | $ | $ | |||||||||||||||||||
| Earnings per common share: | |||||||||||||||||||||||
| Basic earnings attributable to common shareholders | $ | $ | $ | $ | |||||||||||||||||||
| Diluted earnings attributable to common shareholders | $ | $ | $ | $ | |||||||||||||||||||
| Other comprehensive income | |||||||||||||||||||||||
| Net income | |||||||||||||||||||||||
| Unrealized gain on cash flow hedges | |||||||||||||||||||||||
| Comprehensive income | |||||||||||||||||||||||
| Comprehensive income attributable to non-controlling interest in the Operating Partnership | ( | ( | ( | ( | |||||||||||||||||||
| Comprehensive income attributable to common shareholders | |||||||||||||||||||||||
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 Stock | Additional Paid-In Capital | Accumulated Deficit | Accumulated Other Comprehensive Income | Noncontrolling Interest Operating Partnership | Total Equity | ||||||||||||||||||||||||||||||||||||
| Shares | Amount | ||||||||||||||||||||||||||||||||||||||||
| Balance, December 31, 2024 | $ | $ | $ | ( | $ | $ | |||||||||||||||||||||||||||||||||||
| Restricted stock and LTIP unit activity | ( | — | — | ( | |||||||||||||||||||||||||||||||||||||
Dividends paid ($ | — | — | — | ( | — | — | ( | ||||||||||||||||||||||||||||||||||
| Distributions to non-controlling interest | — | — | — | — | — | ( | ( | ||||||||||||||||||||||||||||||||||
Net income | — | — | — | — | |||||||||||||||||||||||||||||||||||||
| Balance, March 31, 2025 | $ | $ | $ | ( | $ | $ | $ | ||||||||||||||||||||||||||||||||||
| Issuance of common stock, net of costs | — | — | — | ||||||||||||||||||||||||||||||||||||||
| Restricted stock and LTIP unit activity | — | — | |||||||||||||||||||||||||||||||||||||||
Dividends paid ($ | — | — | — | ( | — | — | ( | ||||||||||||||||||||||||||||||||||
| Unrealized gain on cash flow hedges | — | — | — | — | |||||||||||||||||||||||||||||||||||||
| Issuance of operating partnership units | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||
| Distributions to non-controlling interest | — | — | — | — | — | ( | ( | ||||||||||||||||||||||||||||||||||
Net income | — | — | — | — | |||||||||||||||||||||||||||||||||||||
| Balance, June 30, 2025 | $ | $ | $ | ( | $ | $ | $ | ||||||||||||||||||||||||||||||||||
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Table of Contents
| Common Stock | Additional Paid-In Capital | Accumulated Deficit | Noncontrolling Interest Operating Partnership | Total Equity | |||||||||||||||||||||||||||||||
| Shares | Amount | ||||||||||||||||||||||||||||||||||
| Balance, December 31, 2023 | $ | $ | $ | ( | $ | $ | |||||||||||||||||||||||||||||
| Issuance of common stock, net of costs | — | — | |||||||||||||||||||||||||||||||||
Restricted stock activity | ( | — | — | ( | |||||||||||||||||||||||||||||||
Dividends paid ($ | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||
| Issuance of operating partnership units | — | — | — | — | |||||||||||||||||||||||||||||||
| Distributions to non-controlling interest | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||
Net income | — | — | — | ||||||||||||||||||||||||||||||||
| Balance, March 31, 2024 | $ | $ | $ | ( | $ | $ | |||||||||||||||||||||||||||||
Restricted stock activity | — | — | |||||||||||||||||||||||||||||||||
Dividends paid ($ | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||
| Distributions to non-controlling interest | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||
Net income | — | — | — | ||||||||||||||||||||||||||||||||
| Balance, June 30, 2024 | $ | $ | $ | ( | $ | $ | |||||||||||||||||||||||||||||
See accompanying notes to the condensed consolidated financial statements.
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Gaming and Leisure Properties, Inc. and Subsidiaries
Condensed Consolidated Statements of Cash Flows
(in thousands, unaudited)
| Six months ended June 30, | 2025 | 2024 | ||||||||||||
| Operating activities | ||||||||||||||
| Net income | $ | $ | ||||||||||||
| Adjustments to reconcile net income to net cash provided by operating activities: | ||||||||||||||
| Depreciation and amortization | ||||||||||||||
| Amortization of debt issuance costs, bond premiums and original issuance discounts | ||||||||||||||
| Accretion on financing receivables | ( | ( | ||||||||||||
| Accretion on held to maturity investment securities | ( | |||||||||||||
| Non-cash adjustment to financing lease liabilities | ||||||||||||||
| Gains from dispositions of property | ( | |||||||||||||
| Stock-based compensation | ||||||||||||||
| Straight-line rent and deferred rent adjustments | ( | ( | ||||||||||||
| Provision (benefit) for credit losses, net | ||||||||||||||
| (Increase), decrease | ||||||||||||||
| Other assets | ( | ( | ||||||||||||
| Increase, (decrease) | ||||||||||||||
| Accounts payable and accrued expenses | ( | |||||||||||||
| Accrued interest | ( | ( | ||||||||||||
| Accrued salaries and wages | ( | ( | ||||||||||||
| Other liabilities | ||||||||||||||
| Net cash provided by operating activities | ||||||||||||||
| Investing activities | ||||||||||||||
| Capital project expenditures | ( | ( | ||||||||||||
| Capital maintenance expenditures | ( | ( | ||||||||||||
| Proceeds from sales of property, net of costs | ||||||||||||||
| Investment in leases, financing receivables | ( | |||||||||||||
| Acquisition of real estate, net | ( | ( | ||||||||||||
| Originations of real estate loans | ( | ( | ||||||||||||
| Acquisition of held to maturity investment securities | ( | |||||||||||||
| Maturities of held to maturity investment securities | ||||||||||||||
| Net cash provided by (used in) investing activities | ( | |||||||||||||
| Financing activities | ||||||||||||||
| Dividends paid | ( | ( | ||||||||||||
| Non-controlling interest distributions | ( | ( | ||||||||||||
| Taxes paid related to shares withheld for tax purposes on restricted stock award vestings | ( | ( | ||||||||||||
| Proceeds from issuance of common stock, net | ||||||||||||||
| Financing costs | ||||||||||||||
| Repayments of long-term debt | ( | ( | ||||||||||||
| Net cash used in financing activities | ( | ( | ||||||||||||
| Net decrease in cash and cash equivalents | ( | |||||||||||||
| Cash and cash equivalents at beginning of period | ||||||||||||||
| Cash and cash equivalents at end of period | $ | $ | ||||||||||||
See accompanying notes to the condensed consolidated financial statements and Note 14 for supplemental cash flow information and noncash investing and financing activities.
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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 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 and then spun-off GLPI to holders of PENN's common and preferred stock in a tax-free distribution (the "Spin-Off").
Since 2021, the Company has been structured as an umbrella partnership REIT under which substantially all of its business is conducted through GLP Capital, L.P. ("GLP Capital"), the day-to-day management of which is exclusively controlled by GLPI. GLPI has no material assets other than its investment in GLP Capital. GLPI issues equity from time to time and is obligated to contribute the net proceeds from those offerings to GLP Capital. As of June 30, 2025, GLPI owned 97.0 % of the outstanding units of GLP Capital with the remaining 3.0 % owned by third party limited partners who contributed properties to GLP Capital in exchange for consideration that was partially funded through the issuance of operating partnership units ("OP Units") and holders of long term incentive plan units ("LTIP Units"). The OP Units and LTIP Units once vested are exchangeable on a one for one basis for common shares of the Company. The Company's common stock is listed on the NASDAQ under the ticker symbol GLPI.
All debt of the Company, including revolving credit facilities, term loans and senior unsecured notes, is incurred by GLP Capital and its subsidiaries. GLPI has fully and unconditionally guaranteed all of the Company's outstanding senior unsecured notes.
The Company seeks to provide an opportunity to invest in the growth opportunities afforded by the gaming industry, with the stability and cash flow opportunities of a REIT. GLPI’s primary business consists of acquiring, financing, and owning real estate property to be leased to gaming operators in triple-net lease arrangements. Under these arrangements, in addition to rent, the tenants are required to pay the following executory costs: (1) all facility maintenance, (2) all insurance required in connection with the leased properties and the business conducted on the leased properties, including coverage of the landlord's interests, (3) taxes levied on or with respect to the leased properties (other than taxes on the income of the lessor) and (4) all utilities and other services necessary or appropriate for the leased properties and the business conducted on the leased properties.
As of June 30, 2025, GLPI’s portfolio consisted of interests in 68 gaming and related facilities, 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 Corporation (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 15 gaming and related facilities operated by Bally's Corporation (NYSE: BALY) ("Bally's") and 1 facility under development with Bally's in Chicago, Illinois, the real property associated with 3 gaming and related facilities operated by Cordish, 1 gaming facility managed by a subsidiary of Hard Rock International ("Hard Rock"), 3 gaming and related facilities operated by Strategic Gaming Management, LLC ("Strategic") and 1 gaming and related facility operated by American Racing & Entertainment ("American Racing").
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PENN 2023 Master Lease and Amended PENN Master Lease
On January 1, 2023, the Company amended its original master lease with PENN (the "Amended PENN Master Lease") to remove 5 properties from it and created a new master lease (the "PENN 2023 Master Lease"). In addition, the existing leases for the Hollywood Casino at The Meadows in Pennsylvania and the Hollywood Casino Perryville in Maryland 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, 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.
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 5 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.
GLPI also agreed to fund certain potential development projects in the PENN 2023 Master Lease including, up to $225 million for the relocation of PENN's riverboat casino in Aurora at a 7.75 % capitalization rate and, if requested by PENN, up to $130 million for the relocation of the Hollywood Casino Joliet, as well as $220 million for the construction of a hotel at Hollywood Casino Columbus and the construction of a second hotel tower at the M Resort Spa Casino each at then current market rates. As of June 30, 2025, PENN has requested $130 million in funding for the Joliet project, which will be subject to a 7.75 % capitalization rate and is expected to be funded at or near the projected opening date of the new casino on August 11, 2025. The Company also funded $5 million to reimburse PENN for land site development costs for the Joliet project.
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") and leased these assets back to Pinnacle, under a unitary triple-net lease, the term of which expires April 30, 2031, with no purchase option, followed by four remaining 5-year renewal options (exercisable by the tenant) on the same terms and conditions (the "Pinnacle Master Lease"). The Amended Pinnacle 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 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 October 15, 2018, the Company completed 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 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 prospectively adjusted every two years to an amount equal to 4 % of the average net revenues of all facilities under the Boyd Master Lease during the preceding two years in excess of a contractual baseline.
The Company also purchased the real estate assets of Plainridge Park Casino ("Plainridge Park") from PENN 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
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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.
On February 12, 2025, Boyd exercised its first 5-year renewal option on both the Boyd Master Lease and the Belterra Park Lease and therefore, both leases now expire on April 30, 2031.
Amended and Restated Caesars Master Lease
On October 1, 2018, the Company entered into a master lease with Caesars, which expires on September 30, 2038, with no purchase option, with four separate renewal options of 5 years each, exercisable at the tenant's option, on the same terms and conditions (as amended, the "Amended and Restated Caesars Master Lease"). The annual rent increases by 1.75 % in the seventh and eighth lease years and 2 % in the ninth lease year and each lease year thereafter.
Horseshoe St. Louis Lease
The Company has a single property lease with Caesars for the real estate assets of Horseshoe St. Louis (the "Horseshoe St. Louis Lease") which became effective on September 29, 2020, with no purchase option, whose initial term 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 annual rent increases by 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, Bally's Chicago Lease, Bally's Master Lease II, the Amended and Restated Casino Queen Master Lease and the Tropicana Las Vegas Lease
The Company has several leases and development agreements with Bally's. The first lease was entered into on June 3, 2021 and subsequent to this date several additional real estate assets of Bally's have been added to this lease such that it now contains 8 real estate assets of Bally's (the "Bally's Master Lease"). The annual rent on the Bally's Master Lease 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 intends to fund real estate construction costs of up to $940.0 million for the planned Bally's Chicago Casino Resort ("Bally's Chicago"). This development funding is expected to extend into 2027. The Company will own all funded improvements, which would be leased to Bally’s with rent commencing as advances are made at an annual yield of 8.5%. As of June 30, 2025, no amounts have been funded by the Company.
On September 11, 2024, the Company assumed the ground lease between the existing third party and Bally's for approximately $250 million. The ground lease was amended such that the Company receives initial annual rent of $20 million. In July 2025, the Company entered into a Chicago development agreement for Bally's Chicago and amended the existing land lease to include the building (the "Chicago Lease"). The Chicago Lease has an initial term of 15 years, followed by four 5-year renewals, exercisable at the tenant's option. The Chicago Lease's annual rent increases if the CPI increase is at least 0.5 % for any lease year, then the rent shall increase by the greater of 1 % of the rent as of the immediately preceding lease year and the CPI increase capped at 2 %. If the CPI is less than 0.5 % for such lease year, then the rent shall not increase for such lease year. Rental income on the land and development funding is being deferred until the project is substantially completed and ready for its intended use.
On December 16, 2024, the Company completed the purchase of the real property assets of both Bally’s Kansas City and Bally’s Shreveport. The two properties are in a master lease that is cross-defaulted with the existing Bally’s Master Lease (the "Bally's Master Lease II"). The annual rent is subject to contractual escalations based on CPI with a 1 % floor and a 2 % ceiling, subject to CPI meeting a 0.5 % threshold. Bally's Master Lease II 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 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 million and additional rent of $58.8 million The Company has also been granted a call right to acquire the property, subject only to regulatory approval, beginning on October 1, 2026 at the same terms.
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On February 7, 2025, Bally's completed its merger transactions with Standard General L.P. and its affiliates, and pursuant to the terms of the merger agreement, The Queen Casino & Entertainment ("Casino Queen") is now a subsidiary of Bally's.
The Company has a master lease with Casino Queen which became effective December 17, 2021 (the "Amended and Restated Casino Queen Master Lease"). The lease has an initial term of 15 years, with no purchase option, with four separate five year renewal options exercisable by the tenant on the same terms and conditions. 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 is less than 0.25 % then rent will remain unchanged for such lease year. Effective July 1, 2025, the DraftKings at Casino Queen and The Queen Baton Rouge properties in the Casino Queen Master Lease will transition to Bally's Master Lease II. The associated corporate guarantee has been removed and replaced by guarantees from several Bally's entities. Additionally, annual rental income of $28.9 million will be reallocated from the Casino Queen Master Lease to Bally's Master Lease II. See Note 16 for additional discussion.
On June 3, 2024, the Company announced that it agreed to fund and oversee a landside move and hotel renovation of The Belle for Casino Queen. GLPI committed to provide up to approximately $111 million of funding for the project, of which $59.3 million has been funded as of June 30, 2025. The landside development is expected to be completed in the fourth quarter of 2025, whereas the hotel opened to the public on March 31, 2025. 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. Rent will be deferred on the landside development project until it is ready for its intended use.
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) (as amended, the "Tropicana Las Vegas Lease"). 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 Tropicana Las Vegas Lease is supported by a Bally’s corporate guarantee.
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 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.
In late August 2024, the Company funded $48.5 million to Bally's that was used to pay for the demolition costs of the Tropicana Las Vegas as part of the development plans for the Stadium and annual rent was increased by $4.1 million as a result. The change in rent terms resulted in a lease reconsideration event that resulted in the lease being classified as a sales type lease, whereas previously it was accounted for as an operating lease.
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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. The Company is leasing the land back to an affiliate of PENN for an initial term of 20 years with no purchase option, followed by six 5-year renewal options exercisable by the tenant (the "Morgantown Lease"). If the CPI increase is at least 0.5 % for any lease year, the rent for such lease year shall increase by 1.25 % of rent as of the immediately preceding lease year, and if the CPI increase is less than 0.5 % for such lease year, then rent shall not increase for such lease year.
Maryland Live! Lease and Pennsylvania Live! Master Lease
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 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. Annual rent increases by 1.75 % upon the second anniversary of both leases commencement through their remaining terms.
Rockford Lease and Rockford Loan
On August 29, 2023, the Company acquired the land associated with a casino development project in Rockford, IL, that opened in late August 2024 and is managed by a subsidiary of Hard Rock, from an affiliate of 815 Entertainment, LLC ("815 Entertainment"). Simultaneously with the land acquisition, GLPI entered into a ground lease with 815 Entertainment for a 99 -year term (the "Rockford Lease"). The initial annual rent is subject to 2 % annual escalations for the entirety of its term.
In addition to the Rockford Lease, the Company committed to provide development funding via a senior secured delayed draw term loan (the "Rockford Loan"). Borrowings under the Rockford Loan were subject to an interest rate of 10 % with a 5-year initial term. On January 1, 2025, the Company amended the terms of the Rockford Loan to reduce the interest rate to 8 % with a maturity date of June 30, 2026, subject to a 6-month extension. As of June 30, 2025, $150 million was advanced and outstanding under the Rockford Loan. Additionally, the Company also received a right of first refusal on the building improvements of the Hard Rock Casino in Rockford, IL 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 Casino Resort ("Tioga Downs") in Nichols, NY from American Racing. Simultaneous with the acquisition, GLPI and American Racing entered into a triple-net lease agreement for an initial 30 -year term, with no purchase option, followed by two renewal options of 10 years each and a third renewal option of approximately 12 years and ten months (the "Tioga Downs Lease"). The initial annual rent is subject to 1.75 % annual escalations beginning with the first anniversary which increases to 2 % beginning in year fifteen of the lease through the remainder of its initial term.
Strategic Gaming Leases
On May 16, 2024, the Company acquired the real estate assets of Silverado Franklin Hotel & Gaming Complex ("Silverado"), the Deadwood Mountain Grand ("DMG") casino, and Baldini's Casino ("Baldini's") from Strategic. Simultaneous with the acquisition, GLP Capital and affiliates of Strategic entered into two cross-defaulted triple-net lease agreements, each for an initial 25 -year term with no purchase option and two ten-year renewal periods (exercisable by the tenant) (the "Strategic Gaming Leases"). The initial annual rent is subject to a 2 % annual escalation beginning in year three of the lease and a CPI-based annual escalation beginning in year eleven of the lease, at the greater of 2 % or CPI capped at 2.5 %.
Ione Loan
In September 2024, the Company entered into a $110 million delayed draw term loan facility with the Ione Band of Miwok Indians (the "Ione Loan") to provide the tribe funding on a new casino development near Sacramento, California. Ione has an option at the end of the Ione Loan term to satisfy the loan obligation by converting the outstanding principal into a long-term triple net lease with an initial term of twenty-five years and a maximum term of forty-five years. These agreements were
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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 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 Condensed Consolidated Balance Sheet as a separate component of equity, separate from GLPI's stockholders' equity. All intercompany accounts and transactions have been eliminated in consolidation. The Company’s net income or loss is allocated to noncontrolling interests based on the respective ownership or voting percentage in the Operating Partnership associated with such noncontrolling interests and is removed from consolidated income or loss on the Condensed Consolidated Statements of Operations in order to derive net income or loss attributable to common stockholders. The noncontrolling ownership percentage is calculated by dividing the aggregate number of LTIP Units and OP Units by the total number of units and shares outstanding.
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, 2025 are not necessarily indicative of the results that may be expected for the year ending December 31, 2025. The consolidated financial statements contained in our Annual Report on Form 10-K for the year ended December 31, 2024 (our "Annual Report") should be read in conjunction with these condensed consolidated financial statements. The December 31, 2024 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 than what is described below.
Derivative Financial Instruments
During the three month period ended June 30, 2025, the Company entered into a forward starting interest rate swap indexed to USD-SOFR, with a $100 million notional and a ten year term. The swap was designated as a cash flow hedge to mitigate the risk of variability in future interest payments associated with the expected issuance of senior unsecured notes.
The derivative instrument is recorded at fair value in either Other Assets or Other Liabilities on the Balance Sheet, with changes in fair value recognized in Other Comprehensive Income (OCI) in the statement of operations and comprehensive income, as the hedge qualifies for cash flow hedge accounting under ASC 815.
The Company formally documented the hedge relationship at the contract's inception, including the identification of the hedging instrument and the hedged expected transaction, risk management objectives, and the method used to assess hedge effectiveness.
The Company evaluates hedge effectiveness on a quarterly basis. If it determines that a hedge is no longer highly effective, hedge accounting is discontinued prospectively, and subsequent changes in fair value are recognized in earnings. Amounts previously recorded in OCI are reclassified to earnings as the hedged interest payments are recognized.
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3. Investment in leases, 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. Additionally, in 2024, the Company reassessed the Tropicana Las Vegas Lease which resulted in the lease being classified as a sales type lease. The following is a summary of the balances of the Company's Investment in leases, financing receivables and investment in leases, sales type (in thousands).
| June 30, 2025 | June 30, 2025 | December 31, 2024 | December 31, 2024 | |||||||||||
| Investment in leases, sales type | Investment in leases, financing receivables | Investment in leases, sales type | Investment in leases, financing receivables | |||||||||||
| Minimum lease payments receivable | $ | $ | $ | $ | ||||||||||
| Estimated residual values of lease property (unguaranteed) | ||||||||||||||
| Total | ||||||||||||||
| Less: Unearned income | ( | ( | ( | ( | ||||||||||
| Less: Allowance for credit losses | ( | ( | ( | ( | ||||||||||
| Investment in leases, net | $ | $ | $ | $ | ||||||||||
The present value of the net investment in the lease payment receivable and unguaranteed residual value at June 30, 2025 for the Company's Investment in leases, financing receivables was $2,300.4 million and $80.5 million compared to $2,290.0 million and $77.1 million at December 31, 2024. The present value of the net investment in the lease payment receivable and unguaranteed residual value at June 30, 2025 for the Company's Investment in leases, sales type was $255.9 million and $22.6 million compared to $256.7 million and $21.8 million at December 31, 2024.
At June 30, 2025, minimum lease payments owed to us for each of the five succeeding years under the Company's investment in leases were as follows (in thousands):
| Year ending December 31, | Future Minimum Lease Payments - Sales Type | Future Minimum Lease Payments - Financing Receivables | ||||||
| 2025 (remainder of year) | $ | $ | ||||||
| 2026 | ||||||||
| 2027 | ||||||||
| 2028 | ||||||||
| 2029 | ||||||||
| Thereafter | ||||||||
| Total | $ | $ | ||||||
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.
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Table of Contents
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, 2025 and December 31, 2024.
The change in the allowance for credit losses for the Company's investment in leases is illustrated below (in thousands):
| Balance at December 31, 2024 | Change in Allowance | Balance at March 31, 2025 | Change in Allowance | Balance at June 30, 2025 | ||||||||||||||||||||||
| Maryland Live! Lease | $ | $ | ||||||||||||||||||||||||
| Pennsylvania Live! Master Lease | ||||||||||||||||||||||||||
| Rockford Lease | ||||||||||||||||||||||||||
| Tioga Downs Lease | ||||||||||||||||||||||||||
| Strategic Lease | $ | |||||||||||||||||||||||||
| Tropicana LV Lease | $ | |||||||||||||||||||||||||
| Totals | $ | $ | $ | $ | $ | |||||||||||||||||||||
| Balance at December 31, 2023 | Change in Allowance | Balance at March 31, 2024 | Change in Allowance | Balance at June 30, 2024 | |||||||||||||
| Maryland Live! Lease | $ | $ | ( | ||||||||||||||
| Pennsylvania Live! Master Lease | ( | ||||||||||||||||
| Rockford Lease | $ | ( | |||||||||||||||
| Tioga Downs Lease | ( | ||||||||||||||||
| Strategic Lease | $ | $ | $ | $ | |||||||||||||
| Totals | $ | $ | $ | $ | ( | $ | |||||||||||
15
Table of Contents
The amortized cost basis of the Company's investment in leases, financing receivables by year of origination is shown below as of June 30, 2025 (in thousands):
| Origination year | Investment in leases, financing receivables | Allowance for credit losses | Amortized cost basis at June 30, 2025 | Allowance as a percentage of outstanding financing receivable | ||||||||||||||||
| 2024 | $ | $ | ( | $ | ( | % | ||||||||||||||
| 2023 | ( | ( | % | |||||||||||||||||
| 2022 | ( | ( | % | |||||||||||||||||
| 2021 | ( | ( | % | |||||||||||||||||
| Total | $ | $ | ( | $ | ( | % | ||||||||||||||
The amortized cost basis of the Company's investment in leases, sales type by year of origination is shown below as of June 30, 2025 (in thousands):
| Origination year | Investment in leases, sales-type | Allowance for credit losses | Amortized cost basis at June 30, 2025 | Allowance as a percentage of outstanding financing receivable | ||||||||||||||||
| 2024 | $ | $ | ( | $ | ( | % | ||||||||||||||
During the three and six months ended June 30, 2025, the Company recorded net provisions for credit losses of $46.2 million and $82.2 million, respectively, related to investments in leases, financing receivables, and sales-type leases. These provisions were primarily driven by a sequential deterioration in the third-party forward-looking economic outlook used in the Company's CECL reserve calculations. The macroeconomic forecast as of March 31, 2025, was more pessimistic than the forecast used as of December 31, 2024, resulting in a provision during the three months ended March 31, 2025. The outlook further deteriorated as of June 30, 2025, leading to an additional provision during the three months ended June 30, 2025.
During the three and six months ended June 30, 2024, the Company recorded a benefit for credit losses of $3.3 million and a provision for credit losses of $18.9 million, respectively, related to investment in leases, financing receivables. The benefit in the three months ended June 30, 2024 was primarily due to changes in probability weighting of the economic forecast scenarios used, which are obtained from a third-party provider. The net provision for the six months ended June 30, 2024, was primarily attributable to a decline in the estimated real estate values underlying the Company's investment in leases, financing receivables. These values are estimated based on actual and projected trends in the Commercial Real Estate Price Index, which declined as of June 30, 2024, compared to December 31, 2023.
Differences in the allowance as a percentage of outstanding financing receivables for leases originated in different calendar years, as shown in the table, reflect various factors, including but not limited to, expected rent coverage ratios and loan-to-value ratios. Future changes in economic projections, scenario probabilities, estimated real estate values, and earnings assumptions at the underlying facilities may result in additional non-cash provisions or recoveries in future periods that could materially affect future results of operations.
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Table of Contents
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 and investment in leases, sales-type that are described in Notes 5 and 3, respectively) and are summarized as follows:
| June 30, 2025 | December 31, 2024 | ||||||||||
| (in thousands) | |||||||||||
| Land and improvements | $ | $ | |||||||||
| Building and improvements | |||||||||||
| Construction in progress | |||||||||||
| Total real estate investments | |||||||||||
| Less accumulated depreciation | ( | ( | |||||||||
| Real estate investments, net | $ | $ | |||||||||
As discussed in Note 1, the Company reimbursed PENN $5 million for land site development costs for the new Joliet casino that is being developed. The increase in buildings and improvements relates to the completion of the hotel development for The Belle. Construction in progress primarily represents development funding along with related capitalized interest on the Company's development projects.
5. Real estate loans, net
The Company entered into the Rockford Loan to fund the construction of the Hard Rock Casino Rockford in Rockford, Illinois. As of June 30, 2025 and December 31, 2024, the entire $150 million commitment was drawn. On January 1, 2025, the Company amended the terms of the Rockford Loan to reduce the interest rate to 8 % from 10 % with a maturity date of June 30, 2026, subject to a 6 month extension.
The Company also entered into the Ione Loan for up to $110 million, of which $25.8 million and $15.2 million was drawn as of June 30, 2025 and December 31, 2024, respectively. The following is a summary of the balances of the Company's Real estate loans, net.
| June 30, 2025 | December 31, 2024 | ||||||||||
| (in thousands) | |||||||||||
| Real estate loans | $ | $ | |||||||||
| Less: Allowance for credit losses | ( | ( | |||||||||
| Real estate loans, net | $ | $ | |||||||||
17
Table of Contents
The change in the allowance for credit losses for the Company's Real estate loans is shown below (in thousands):
| Rockford Loan | Ione Loan | Total | |||||||||
| December 31, 2024 | $ | ( | $ | ( | $ | ( | |||||
| Change in allowance | ( | ( | ( | ||||||||
| Ending balance at March 31, 2025 | $ | ( | $ | ( | $ | ( | |||||
| Change in allowance | $ | ( | $ | ( | $ | ( | |||||
Ending balance at June 30, 2025 | $ | ( | $ | ( | $ | ( | |||||
| Rockford Loan | |||||
| Balance at December 31, 2023 | $ | ( | |||
| Change in allowance | ( | ||||
| Ending balance at March 31, 2024 | $ | ( | |||
| Change in allowance | $ | ( | |||
| Ending balance at June 30, 2024 | $ | ( | |||
The amortized cost basis of the Company's real estate loans, financing receivables by year of origination is shown below as of June 30, 2025 (in thousands):
| Origination year | Real estate loans | Allowance for credit losses | Amortized cost basis at June 30, 2025 | Allowance as a percentage of outstanding real estate loans | ||||||||||||||||
| 2024 | $ | $ | ( | $ | ( | % | ||||||||||||||
| 2023 | ( | ( | % | |||||||||||||||||
| Total | $ | $ | ( | $ | ( | % | ||||||||||||||
The real estate loans are subject to CECL, which is described in Note 3. The Company recorded provision for credit losses of $7.1 million and $10.1 million for the three month and six month period ended June 30, 2025 on the Company's real estate loans, respectively. The Company recorded a 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 provision of $0.4 million and $0.6 million during the three month and six month period ended June 30, 2025 on unfunded loan commitments compared to a benefit of $1.4 million and $1.0 million during the three month and six month period ended June 30, 2024. The reserves for the unfunded loan commitment are recorded in other liabilities on the Condensed Consolidated Balance Sheets and totaled $1.2 million and $0.5 million at June 30, 2025 and December 31, 2024, respectively. The Company's borrowers were current on their loan obligations as of June 30, 2025 and December 31, 2024.
18
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 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, 2025 | December 31, 2024 | ||||||||||
Right-of use assets - operating leases | $ | $ | |||||||||
| Land rights, net | |||||||||||
| Right-of-use assets and land rights, net | $ | $ | |||||||||
19
Land Rights
The land rights are amortized over the individual lease term of the related ground lease, including all renewal options, which ranged from 10 years to 92 years at their respective acquisition dates. Land rights net, consist of the following:
| June 30, 2025 | December 31, 2024 | ||||||||||
| (in thousands) | |||||||||||
| Land rights | $ | $ | |||||||||
| Less accumulated amortization | ( | ( | |||||||||
| Land rights, net | $ | $ | |||||||||
As of June 30, 2025, estimated future amortization expense related to the Company’s land rights by fiscal year is as follows (in thousands):
| Year ending December 31, | |||||
| 2025 (remainder of year) | $ | ||||
| 2026 | |||||
| 2027 | |||||
| 2028 | |||||
| 2029 | |||||
| Thereafter | |||||
| Total | $ | ||||
Operating Lease Liabilities
At June 30, 2025, payments under the Company's operating lease liabilities were as follows (in thousands):
| Year ending December 31, | |||||
| 2025 (remainder of year) | $ | ||||
| 2026 | |||||
| 2027 | |||||
| 2028 | |||||
| 2029 | |||||
| Thereafter | |||||
| Total lease payments | $ | ||||
| Less: interest | ( | ||||
Present value of lease liabilities | $ | ||||
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, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Operating lease cost | $ | $ | $ | $ | |||||||||||||||||||
| Variable lease cost | |||||||||||||||||||||||
| Amortization of land right assets | |||||||||||||||||||||||
| Total lease cost | $ | $ | $ | $ | |||||||||||||||||||
20
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, 2025 | |||||
| Weighted average remaining lease term - operating leases | |||||
| Weighted average discount rate - operating leases | |||||
Supplemental cash flow information related to the Company's operating leases was as follows:
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| (in thousands) | (in thousands) | ||||||||||||||||||||||
| Cash paid for amounts included in the measurement of lease liabilities: | |||||||||||||||||||||||
Operating cash flows from operating leases (1) | $ | $ | $ | $ | |||||||||||||||||||
(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 long-term ground leases which expire in June 2111 and April 2062, respectively. As these leases were accounted for as Investment in leases, financing receivables, the underlying ground leases were accounted for as Financing lease liabilities on the Condensed Consolidated Balance Sheets. In accordance with ASC 842, the Company records revenue for the ground lease rent paid by its tenant with an offsetting expense in interest expense as the Company has concluded that as the lessee it is the primary obligor under the ground leases. The Company's weighted average discount rate on the fixed minimum annual payments was 5.07% to arrive at the initial lease obligations. At June 30, 2025, payments under the Company's financing lease liabilities were as follows (in thousands):
| 2025 (remainder of year) | $ | ||||
| 2026 | |||||
| 2027 | |||||
| 2028 | |||||
| 2029 | |||||
| Thereafter | |||||
| Total lease payments | $ | ||||
| Less: Interest | ( | ||||
| Present value of finance lease liability | $ | ||||
21
7. Long-term Debt
Long-term debt is as follows:
| June 30, 2025 | December 31, 2024 | ||||||||||
| (in thousands) | |||||||||||
Unsecured $ | $ | $ | |||||||||
| Term Loan Credit Facility due September 2027 | |||||||||||
$ | |||||||||||
$ | |||||||||||
$ | |||||||||||
$ | |||||||||||
$ | |||||||||||
$ | |||||||||||
$ | |||||||||||
$ | |||||||||||
$ | |||||||||||
$ | |||||||||||
| Other | |||||||||||
| Total long-term debt | |||||||||||
| Less: unamortized debt issuance costs, bond premiums and original issuance discounts | ( | ( | |||||||||
Total long-term debt, net of unamortized debt issuance costs, bond premiums and original issuance discounts | $ | $ | |||||||||
The following is a schedule of future minimum repayments of long-term debt as of June 30, 2025 (in thousands):
| 2025 (remainder of year) | $ | ||||
| 2026 | |||||
| 2027 | |||||
| 2028 | |||||
| 2029 | |||||
| Over 5 years | |||||
| Total minimum payments | $ | ||||
Senior Unsecured Amended Credit Agreement
The Company has a Senior Unsecured Amended Credit Agreement (the "Amended Credit Agreement") providing for a revolving commitment capacity of $2.09 billion with a maturity date of December 2, 2028 (the "Revolver"). GLP Capital is the primary obligor under the Senior Unsecured Credit Agreement, which is guaranteed by GLPI.
At June 30, 2025, $332.5 million was outstanding under the Company's Revolver. After giving effect to contingent obligations under letters of credit with face amounts aggregating approximately $0.4 million, the Company had $1,757.2 million of available borrowing capacity under the Revolver as of June 30, 2025. The weighted average interest rate under the Revolver and term loan credit facility at June 30, 2025 was 5.62%.
22
Term Loan Credit Facility
Senior Unsecured Notes
At June 30, 2025, the Company had $6,025.0 million of outstanding senior unsecured notes (the "Senior Notes"). During the six months ended June 30, 2025, the Company redeemed its $850 million, 5.250 % senior unsecured notes due June 2025. The notes were redeemed with cash on hand.
At June 30, 2025, the Company was in compliance with all required financial covenants on its debt obligations.
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
The fair value of the investment (which approximated its carrying value) is based on quoted prices in active markets and as such is a Level 1 measurement as defined in ASC 820. In August 2024, the Company purchased zero coupon United States Treasury Bills of approximately $550 million which matured in January 2025 for $563 million.
Investment in leases, financing receivables, net
The fair value of the Company's investment in leases, financing receivables, net is based on the value of the underlying real estate property the Company owns under these leases. The initial fair value was the price paid by the Company to acquire the real estate. The initial fair 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.
23
Investment in leases, sales type, net
The fair value of the Company's investment in leases, sales type, net was initially based on a third party valuation report which utilized both market based and income based valuation approaches to value the underlying land related to the applicable lease at the lease reassessment date. Subsequent changes in the fair value from this date are based on changes in the commercial real estate price index. As such, this was determined to be a Level 3 measurement as defined under ASC 820.
Real Estate Loans, net
The fair value of the Company's real estate loans are 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.
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.
Interest rate swaps
The fair value of the Company's interest rate swaps are based on quoted prices on similar instruments in active markets and is considered a Level 2 measurement as defined in ASC 820. It includes a credit valuation adjustment which was not material to the overall fair value of the instrument.
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 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, 2025 | December 31, 2024 | ||||||||||||||||||||||
| Carrying Amount | Fair Value | Carrying Amount | Fair Value | ||||||||||||||||||||
| Financial assets: | |||||||||||||||||||||||
Cash and cash equivalents | $ | $ | $ | $ | |||||||||||||||||||
| Investment securities held to maturity | |||||||||||||||||||||||
| Investment in leases, financing receivables, net | |||||||||||||||||||||||
| Investment in leases, sales type, net | |||||||||||||||||||||||
Real estate loans, net | |||||||||||||||||||||||
Deferred compensation plan assets | |||||||||||||||||||||||
Interest rate swap | |||||||||||||||||||||||
| Financial liabilities: | |||||||||||||||||||||||
| Long-term debt: | |||||||||||||||||||||||
| Amended Credit Agreement and Term Loan Credit Facility | |||||||||||||||||||||||
| Senior Notes | |||||||||||||||||||||||
Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis
There were no assets or liabilities measured at fair value on a nonrecurring basis during the six months ended June 30, 2025 and 2024.
24
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
As of June 30, 2025, the Company has entered into various commitments or call rights to finance/acquire future investments in gaming and related facilities for our tenants. These are detailed in the table below. Our tenants retain the option to decline our financing for certain projects and may seek alternative financing solutions. The inclusion of a commitment in this disclosure does not guarantee that the financing will be utilized by the tenant in circumstances where a tenant has the option. See Note 1 in the Notes to the Condensed Consolidated Financial Statements for further details.
| Description | Maximum Commitment amount | Amount funded at June 30, 2025 | |||||||||
| Relocation of Hollywood Casino Aurora | $ | ||||||||||
| Relocation of Hollywood Casino Joliet (1) | $ | ||||||||||
| Construction of a hotel at Hollywood Casino Columbus and a hotel tower at the M Resort | $ | ||||||||||
| Funding associated with a landside move at Ameristar Casino Council Bluffs | ( | ||||||||||
| Potential transaction at the former Tropicana Las Vegas site with Bally's | $ | $ | |||||||||
| Real estate construction costs for Bally's Chicago | $ | ||||||||||
| Funding and oversight of a landside move and hotel renovation at The Belle | $ | $ | |||||||||
| Construction costs for a landside development project at Casino Queen Marquette | $ | $ | |||||||||
| Ione Loan to fund a new casino development near Sacramento, California | $ | $ | |||||||||
| Call right to acquire Bally's Lincoln | $ | ||||||||||
(1) On June 6, 2025, PENN gave notice to the Company that it intended to utilize the $130 million commitment for the project. GLPI expects to fund this amount on August 1, 2025 and will receive a 7.75% cap rate on the funding.
(2) The Company has agreed to fund, if requested by PENN at their sole discretion, on or before March 1, 2029, construction improvements in an amount not to exceed the greater of (i) the hard costs associated with the project and (ii) $150.0 million.
10. Revenue Recognition
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.
25
Details of the Company's income from real estate for the three and six months ended June 30, 2025 was as follows (in thousands):
| Three Months Ended June 30, 2025 | Six Months Ended June 30, 2025 | |||||||||||||
| Building base rent | $ | $ | ||||||||||||
| Land base rent | ||||||||||||||
| Percentage rent and other rental revenue | ||||||||||||||
| Interest income on real estate loans | ||||||||||||||
| Total cash income | $ | $ | ||||||||||||
| Straight-line rent adjustments | ||||||||||||||
| Ground rent in revenue | ||||||||||||||
| Accretion on financing receivables | ||||||||||||||
| Total income from real estate | $ | $ | ||||||||||||
As of June 30, 2025, the future minimum rental income from the Company's rental properties under non-cancelable operating leases, including any reasonably assured renewal periods, was as follows (in thousands):
| Year ending December 31, | Future Rental Payments Receivable | Straight-Line Rent Adjustments (1) | Future Base Ground Rents Receivable | Future Income to be Recognized Related to Operating Leases | |||||||||||||||||||
| 2025 (remainder of year) | $ | $ | $ | $ | |||||||||||||||||||
| 2026 | |||||||||||||||||||||||
| 2027 | |||||||||||||||||||||||
| 2028 | |||||||||||||||||||||||
| 2029 | |||||||||||||||||||||||
| Thereafter | |||||||||||||||||||||||
| Total | $ | $ | $ | $ | |||||||||||||||||||
The table above presents the cash rent the Company expects to receive from its tenants, offset by 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.
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 in accordance with the two class method. The Company's participating securities are related to certain employee equity awards that receive non-forfeitable dividends. Specifically, time based restricted stock awards receive non-forfeitable dividends equivalent to what common shareholders receive during these awards vesting periods. Diluted EPS for the Company's common stock is computed using the more dilutive of the two-class method or the treasury stock method. Diluted EPS reflects the additional dilution for all potentially-dilutive securities. The effect of the conversion of the LTIP Units and OP Units to common shares is excluded from the computation of basic and diluted earnings per share because the exchange of LTIP Units and OP Units into common stock is on a one-for-one basis and 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
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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, 2025 and 2024:
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| (in thousands) | |||||||||||||||||||||||
| Determination of shares: | |||||||||||||||||||||||
| Weighted-average common shares outstanding | |||||||||||||||||||||||
| Assumed conversion of restricted stock awards (1) | |||||||||||||||||||||||
Assumed conversion of performance-based restricted stock awards | |||||||||||||||||||||||
| Dilution attributable to equity forward contract | |||||||||||||||||||||||
| Diluted weighted-average common shares outstanding | |||||||||||||||||||||||
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, 2025 and 2024:
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| (in thousands, except per share data) | |||||||||||||||||||||||
| Calculation of basic EPS: | |||||||||||||||||||||||
| Net income attributable to common shareholders | $ | $ | $ | $ | |||||||||||||||||||
| Less: Net income allocated to participating securities | ( | ( | ( | ( | |||||||||||||||||||
| Net income for earnings per share purposes | $ | $ | $ | $ | |||||||||||||||||||
| Weighted-average common shares outstanding | |||||||||||||||||||||||
| Basic EPS | $ | $ | $ | $ | |||||||||||||||||||
| Calculation of diluted EPS: | |||||||||||||||||||||||
| Net income attributable to common shareholders | $ | $ | $ | $ | |||||||||||||||||||
| Diluted weighted-average common shares outstanding | 277,677 | ||||||||||||||||||||||
| Diluted EPS | $ | $ | $ | $ | |||||||||||||||||||
| Antidilutive securities excluded from the computation of diluted earnings per share | |||||||||||||||||||||||
(1) During the three and six months ended June 30, 2025, these awards which are participating securities were accounted for under the two class method and excluded from diluted shares as they are a separate class.
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12. Equity
Common stock issuance
On May 2, 2025, the Company entered into a new continuous equity offering program under which the Company may sell up to an aggregate of $1.25 billion of its common stock from time to time through a sales agent in "at the market" offerings (the "2025 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 2025 ATM Program. The 2025 ATM Program also allows the Company to enter into forward sale agreements. In no event will the aggregate number of shares sold under the 2025 ATM Program (whether under any forward sale agreement or through a sales agent), have an aggregate sales price in excess of $1.25 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 2025 ATM Program, the Company would engage 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.
As of June 30, 2025, the Company had $1.25 billion remaining for issuance under the 2025 ATM Program.
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"). On June 2, 2025, the Company settled a forward sale agreement and issued 8,170,387 shares for a net sales price of $404.0 million inclusive of certain contractual adjustments. In connection with the 2025 ATM Program, the 2022 ATM Program was terminated.
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, 2025, the Company holds a 97.0 % 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 $6.5 million and $12.8 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, 2025. 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.
The Company’s net income or loss is allocated to noncontrolling interests based on the respective ownership or voting percentage in the Operating Partnership associated with such noncontrolling interests and is removed from consolidated income or loss on the Condensed Consolidated Statements of Operations in order to derive net income or loss attributable to common stockholders. The noncontrolling ownership percentage is calculated by dividing the aggregate number of LTIP Units and OP Units by the total number of units and shares outstanding.
Accumulated Other Comprehensive Income (Loss)
The following table reflects the changes in accumulated other income (loss) related to derivative instruments designated as cash flow hedges for the six months ended June 30, 2025.
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| Cash Flow Hedges | |||||
| (in thousands) | |||||
| Accumulated other comprehensive income (loss) at December 31, 2024 | $ | ||||
| Other comprehensive income (loss) before reclassifications | |||||
| Reclassification from accumulated other comprehensive income (loss) to earnings | |||||
Accumulated other comprehensive income (loss) at June 30, 2025 | $ | ||||
Outstanding Derivative Instrument
At June 30, 2025, the unrealized gain in accumulated other comprehensive income relates entirely to a forward starting interest rate swap with a notional amount of $100 million and a ten-year term, which was entered into to hedge the variability in interest rates associated with an expected issuance of senior unsecured notes. The swap is indexed to USD-SOFR and qualifies for hedge accounting under ASC 815. The unrealized gain recorded in other comprehensive income reflects the increase in fair value of the swap from the trade date through June 30, 2025, as interest rates have increased since the trade date. The hedge remains highly effective, and no amounts have been reclassified to earnings as the hedged transaction has not yet occurred.
| Instrument | Fair Value | Balance Sheet Classification | Fixed rate | Notional | Index | Maturity | ||||||||||||||||||||||||||||||||
| (in thousands) | ||||||||||||||||||||||||||||||||||||||
| Forward-starting interest rate swap | $ | Other assets | $ | USD-SOFR | 12/15/2035 | |||||||||||||||||||||||||||||||||
Dividends
The following table lists the dividends declared and paid by the Company during the six months ended June 30, 2025 and 2024:
| Declaration Date | Shareholder Record Date | Securities Class | Dividend Per Share | Period Covered | Distribution Date | Dividend Amount | ||||||||||||||||||||||||||||||||
| (in thousands) | ||||||||||||||||||||||||||||||||||||||
| 2025 | ||||||||||||||||||||||||||||||||||||||
| February 13, 2025 | March 14, 2025 | Common Stock | $ | First Quarter 2025 | March 28, 2025 | $ | ||||||||||||||||||||||||||||||||
| May 15, 2025 | June 13, 2025 | Common Stock | $ | Second Quarter 2025 | June 27, 2025 | $ | ||||||||||||||||||||||||||||||||
| 2024 | ||||||||||||||||||||||||||||||||||||||
| February 26, 2024 | March 15, 2024 | Common Stock | $ | First Quarter 2024 | March 29, 2024 | $ | ||||||||||||||||||||||||||||||||
| May 20, 2024 | June 7, 2024 | Common Stock | $ | Second Quarter 2024 | June 21, 2024 | $ | ||||||||||||||||||||||||||||||||
In addition, for the three and six months ended June 30, 2025, dividend payments were made to GLPI restricted stock award holders in the amount of $0.2 million and $0.4 million. 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.
13. Stock-Based Compensation
The Company's Amended and Restated 2013 Long Term Incentive Compensation Plan (the "2013 Plan") provides for the Company to issue restricted stock awards, including performance-based restricted stock awards, and other equity or cash-based awards. Any director, employee or consultant shall be eligible to receive such awards. The Company issues new authorized common shares to satisfy stock option exercises and restricted stock award releases.
On June 12, 2025, at the 2025 Annual Meeting of Shareholders of GLPI, the Company’s shareholders approved the 2013 Plan to (i) increase the number of shares of common stock reserved for issuance thereunder by 4,500,000 shares, (ii)
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provide for changes to provisions relating to the reuse of unissued shares, (iii) give the board of directors of the Company (the “Board”) and the Compensation Committee of the Board discretion to determine whether and to what extent holders of phantom stock units, if any, will have shareholder rights, and (iv) to remove provisions related to prior plans and awards that no longer apply to the 2013 Plan.
As of June 30, 2025, there was $4.8 million of total unrecognized compensation cost for time based restricted stock awards that will be recognized over the grants' remaining weighted average vesting period of 1.61 years. For the three and six months ended June 30, 2025, the Company recognized $2.2 million and $4.4 million of compensation expense associated with these awards, compared to $1.6 million and $5.8 million for the three and six months ended June 30, 2024, within general and administrative expenses on the condensed consolidated statements of income.
The following table contains information on time based restricted stock award activity for the six months ended June 30, 2025:
| Number of Award Shares | ||||||||
| Outstanding at December 31, 2024 | ||||||||
| Granted | ||||||||
| Released | ( | |||||||
| Outstanding at June 30, 2025 | ||||||||
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, 2025, there was $15.1 million of total unrecognized compensation cost, which will be recognized over the performance-based restricted stock awards' remaining weighted average vesting period of 1.64 years. For the three and six months ended June 30, 2025, the Company recognized $3.1 million and $6.2 million of compensation expense associated with these awards within general and administrative expenses on the condensed consolidated statements of income compared to $3.9 million and $7.8 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, 2025:
| Number of Performance-Based Award Shares | ||||||||
| Outstanding at December 31, 2024 | ||||||||
| Granted | ||||||||
| Released | ( | |||||||
Canceled | ( | |||||||
| Outstanding at June 30, 2025 | ||||||||
As of June 30, 2025, there was $1.2 million of total unrecognized compensation cost for time based LTIP awards that will be recognized over the grants' remaining weighted average vesting period of 2.51 years. For the three and six months ended June 30, 2025, the Company recognized $0.1 million and $2.9 million of compensation expense associated with these awards within general and administrative expenses on the condensed consolidated statements of income and noncontrolling interests on the Company's condensed consolidated balance sheet.
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The following table contains information on time based LTIP award activity for the six months ended June 30, 2025:
| Number of Time-Based LTIP Awards | ||||||||
| Outstanding at December 31, 2024 | ||||||||
| Granted | ||||||||
| Outstanding at June 30, 2025 | ||||||||
Performance-based LTIP awards have a three-year cliff vesting with the amount of LTIP awards 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, 2025, there was $7.7 million of total unrecognized compensation cost, which will be recognized over the performance-based LTIP awards' remaining weighted average vesting period of 2.51 years. For the three and six months ended June 30, 2025, the Company recognized $0.7 million and $1.5 million of compensation expense associated with these awards within general and administrative expenses on the condensed consolidated statements of income and noncontrolling interests on the Company's condensed consolidated balance sheet.
The following table contains information on performance-based LTIP award activity for the six months ended June 30, 2025:
| Number of Performance-Based LTIP Awards | ||||||||
| Outstanding at December 31, 2024 | ||||||||
| Granted | ||||||||
| Outstanding at June 30, 2025 | ||||||||
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, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| (in thousands) | |||||||||||||||||||||||
| Cash paid for income taxes, net of refunds received | $ | $ | $ | $ | |||||||||||||||||||
| Cash paid for interest | $ | $ | $ | $ | |||||||||||||||||||
Noncash Investing and Financing Activities
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. No acquisitions closed during the six months ended June 30, 2025.
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Prior year acquisitions
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.
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 the Strategic Gaming Leases. The transaction was accounted for as a failed sale leaseback and the purchase price allocation of these assets and liabilities based on their respective fair values at the acquisition date are summarized below (in thousands).
| Investment in leases, financing receivables | |||||
| Financing lease liabilities | ( | ||||
| Total purchase price | |||||
16. Subsequent Events
Effective July 1, 2025, the Company amended the Casino Queen Master Lease and Bally's Master Lease II to move both the East St. Louis, IL and Baton Rouge, LA properties to the Bally's Master Lease II. Annual rent of $28.9 million was reallocated from the Casino Queen Master Lease to the Bally's Master Lease II. Additionally, the default adjusted revenue to rent ratios contained within these two leases as well as the Bally's Master Lease and the Tropicana Lease were amended and are now determined based on the net leverage ratio of the tenant's parent company. If the tenant's net leverage is greater than 5.5 to 1, then the adjusted revenue to rent coverage for the last two consecutive test periods must be at least 1.35. If the tenant's parents' net leverage is equal to or less than 5.5 to 1, then the ratio shall be reduced to 1.2. Finally, the corporate guarantee on the Casino Queen Master Lease was removed and was replaced by a guarantee from several Bally's entities.
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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis of the financial position and operating results of Gaming and Leisure Properties, Inc. for the three and six months ended June 30, 2025 should be read in conjunction with the Financial Statements and related notes thereto and other financial information contained elsewhere in this Quarterly Report on Form 10-Q and the audited consolidated financial statements and related notes for the year ended December 31, 2024. All defined terms included herein have the same meaning as those set forth in the Notes to the Consolidated Financial Statements contained within this Quarterly Report on Form 10-Q.
Cautionary Note Regarding Forward-Looking Statements
Forward-looking statements in this document are subject to known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements of Gaming and Leisure Properties, Inc. ("GLPI") and its subsidiaries (collectively with GLPI, the "Company") to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Forward-looking statements include information concerning the Company’s business strategy, plans, goals and objectives.
Forward-looking statements in this document include, but are not limited to, statements regarding our ability to grow our portfolio of gaming facilities. In addition, statements preceded by, followed by or that otherwise include the words "believes," "expects," "anticipates," "intends," "projects," "estimates," "plans," "may increase," "may fluctuate," and similar expressions or future or conditional verbs such as "will," "should," "would," "may" and "could" are generally forward-looking in nature and not historical facts. You should understand that the following important factors could affect future results and could cause actual results to differ materially from those expressed in such forward-looking statements:
•our or our partner’s ability to successfully complete construction of various casino projects currently under development for which we have agreed to provide construction development funding, including Bally’s Chicago, and the ability and willingness of our partners to meet and/or perform their respective obligations under the applicable construction financing and/or development documents;
•the impact that higher inflation rates and interest rates and uncertainty with respect to the future state of the economy could have on discretionary consumer spending, including the casino operations of our tenants;
•unforeseen consequences related to United States ("U.S.") government, economic, monetary or trade policies and stimulus packages on inflation rates, interest rates and economic growth;
•the ability of our tenants to maintain the financial strength and liquidity necessary to satisfy their respective obligations and liabilities to third parties, including, without limitation, to satisfy obligations under their existing credit facilities and other indebtedness;
•the availability of and the ability to identify suitable and attractive acquisition and development opportunities and the ability to acquire and lease the respective properties on favorable terms;
•the degree and nature of our competition;
•the ability to receive, or delays in obtaining, the regulatory approvals required to own and/or operate our properties, or other delays or impediments to completing our planned acquisitions or projects;
•the potential of a new pandemic or similar national health crisis, including its effect on the ability or desire of people to gather in large groups (including in casinos), which could impact our financial results, operations, outlooks, plans, goals, growth, cash flows, liquidity, and stock price;
•our ability to maintain our status as a real estate investment trust ("REIT"), given the highly technical and complex Internal Revenue Code (the "Code") provisions for which only limited judicial and administrative authorities exist, where even a technical or inadvertent violation could jeopardize REIT qualification and where requirements may depend in part on the actions of third parties over which the Company has no control or only limited influence;
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•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 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 and comply with financial covenants under our outstanding indebtedness;
•our ability to access capital through debt and equity markets in amounts and at rates and costs acceptable to GLPI, including for the satisfaction of our funding commitments to the extent drawn by our partners, acquisitions or refinancings due to maturities;
•the ability of our tenants to decline our funding commitments by seeking alternative financing solutions and/or if our tenants do elect to utilize our funding commitments, the amounts drawn and the timing of these draws may be different than what the Company assumed;
•adverse changes in our credit rating;
•the availability of qualified personnel and our ability to retain our key management personnel;
•changes in the U.S. tax law and other federal, state or local laws, whether or not specific to real estate, REITs or the gaming, lodging or hospitality industries;
•changes in accounting standards;
•the impact of weather or climate events or conditions, natural disasters, acts of terrorism and other international hostilities, war (including the current conflict between Russia and Ukraine and conflicts in the Middle East) or political instability;
•the risk that the historical financial statements included herein do not reflect what the business, financial position or results of operations of GLPI may be in the future;
•other risks inherent in the real estate business, including potential liability relating to environmental matters and illiquidity of real estate investments; and
•additional factors as discussed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 (the "Annual Report"), in this 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 this Quarterly Report on Form 10-Q, in connection with considering any forward-looking statements that may be made by the Company generally. Other unknown or unpredictable factors may also cause actual results to differ materially from those projected by the forward-looking statements. Most of these factors are difficult to anticipate and are generally beyond the control of the Company. Except for the ongoing obligations of the Company to disclose material information under the federal securities laws, the Company does not undertake any obligation to release publicly any revisions to any forward-looking statements, to report events or to report the occurrence of unanticipated events unless required to do so by law.
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Company Overview
GLPI is a self-administered and self-managed REIT headquartered in Wyomissing, Pennsylvania. GLPI was incorporated on February 13, 2013, as a wholly-owned subsidiary of PENN. On November 1, 2013, PENN contributed to GLPI, through a series of internal corporate restructurings, substantially all of the assets and liabilities associated with PENN’s real property interests and real estate development business, as well as the assets and liabilities of Hollywood Casino Baton Rouge and Hollywood Casino Perryville and then spun-off GLPI to holders of PENN's common and preferred stock in a tax-free distribution (the "Spin-Off").
Since 2021, the Company has been structured as an umbrella partnership REIT under which substantially all of our business is conducted through GLP Capital, the day-to-day management of which is exclusively controlled by GLPI. GLPI has no material assets other than its investment in GLP Capital. GLPI issues equity from time to time and is obligated to contribute the net proceeds from those offerings to GLP Capital. As of June 30, 2025, GLPI holds a 97.0% controlling financial interest in the operating partnership.
Business Strategy
We seek to provide an opportunity to invest in the growth opportunities afforded by the gaming industry, with the stability and cash flow opportunities of a REIT. Our primary business consists of acquiring, financing, and owning real estate property to be leased to gaming operators in triple-net lease arrangements. Under these arrangements, in addition to rent, the tenants are required to pay the following executory costs: (1) all facility maintenance, (2) all insurance required in connection with the leased properties and the business conducted on the leased properties, including coverage of the landlord's interests, (3) taxes levied on or with respect to the leased properties (other than taxes on the income of the lessor) and (4) all utilities and other services necessary or appropriate for the leased properties and the business conducted on the leased properties.
Property and lease information
The Company has disclosed the following key terms of its Master Leases and Single Property Leases in the tables below, along with the properties within each lease at June 30, 2025. We believe the following key terms are important for users of our financial statements to understand.
•The Coverage ratio is a defined term in each respective lease agreement with our tenants and represents the ratio of Adjusted EBITDAR to rent expense for the properties contained within each lease. Adjusted EBITDAR is defined in each respective lease but is generally consistent with the Company's definition of Adjusted EBITDA (as defined on page 42) plus rent expense paid to GLPI.
•Certain leases have a Minimum Escalator Coverage Ratio Governor as disclosed below. Before a rent escalation of up to 2% on the building base rent component of each lease can occur, the minimum coverage ratio for these leases needs to be 1.8 to 1 for the applicable lease year.
•The reported Coverage ratios below with respect to our tenants' rent coverage over the trailing twelve months were provided by our tenants for the most recently available time period. GLPI has not independently verified the accuracy of the tenants' information and therefore makes no representation as to its accuracy. Rent coverage ratios are not reported for ground leases and development projects nor on leases that have been in effect for less than twelve months.
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| Master Leases | ||||||||||||||||||||||||||
| Penn 2023 Master Lease | Amended Penn Master Lease | |||||||||||||||||||||||||
| Operator | PENN | PENN | ||||||||||||||||||||||||
| Properties | Hollywood Casino Aurora | Aurora, IL | Hollywood Casino Lawrenceburg | Lawrenceburg, IN | ||||||||||||||||||||||
| Hollywood Casino Joliet | Joliet, IL | Argosy Casino Alton | Alton, IL | |||||||||||||||||||||||
| Hollywood Casino Toledo | Toledo, OH | Hollywood Casino at Charles Town Races | Charles Town, WV | |||||||||||||||||||||||
| Hollywood Casino Columbus | Columbus, OH | Hollywood Casino at Penn National Race Course | Grantville, PA | |||||||||||||||||||||||
| M Resort | Henderson, NV | Hollywood Casino Bangor | Bangor, ME | |||||||||||||||||||||||
| Hollywood Casino at the Meadows | Washington, PA | Zia Park Casino | Hobbs, NM | |||||||||||||||||||||||
| Hollywood Casino Perryville | Perryville, MD | Hollywood Casino Gulf Coast | Bay St. Louis, MS | |||||||||||||||||||||||
| Argosy Casino Riverside | Riverside, MO | |||||||||||||||||||||||||
| Hollywood Casino Tunica | Tunica, MS | |||||||||||||||||||||||||
| Boomtown Biloxi | Biloxi, MS | |||||||||||||||||||||||||
| Hollywood Casino St. Louis | Maryland Heights, MO | |||||||||||||||||||||||||
| Hollywood Gaming Casino at Dayton Raceway | Dayton, OH | |||||||||||||||||||||||||
| Hollywood Gaming Casino at Mahoning Valley Race Track | Youngstown, OH | |||||||||||||||||||||||||
| 1st Jackpot Casino | Tunica, MS | |||||||||||||||||||||||||
| Commencement Date | 1/1/2023 | 11/1/2013 | ||||||||||||||||||||||||
| Lease Expiration Date | 10/31/2033 | 10/31/2033 | ||||||||||||||||||||||||
| Remaining Renewal Terms | 15 (3x5 years) | 15 (3x5 years) | ||||||||||||||||||||||||
| Corporate Guarantee | Yes | Yes | ||||||||||||||||||||||||
| Master Lease with Cross Collateralization | Yes | Yes | ||||||||||||||||||||||||
| Technical Default Landlord Protection | Yes | Yes | ||||||||||||||||||||||||
| Default Adjusted Revenue to Rent Coverage | 1.1 | 1.1 | ||||||||||||||||||||||||
| Competitive Radius Landlord Protection | Yes | Yes | ||||||||||||||||||||||||
| Escalator Details | ||||||||||||||||||||||||||
| Yearly Base Rent Escalator Maximum | 1.5% (1) | 2 | % | |||||||||||||||||||||||
| Coverage ratio at March 31, 2025 | 1.89 | 2.14 | ||||||||||||||||||||||||
| Minimum Escalator Coverage Governor | N/A | 1.8 | ||||||||||||||||||||||||
| Yearly Anniversary for Realization | November | November | ||||||||||||||||||||||||
| Percentage Rent Reset Details | ||||||||||||||||||||||||||
| Reset Frequency | N/A | 5 years | ||||||||||||||||||||||||
| Next Reset | N/A | Nov-28 | ||||||||||||||||||||||||
(1) In addition to the annual escalation, a one-time annualized increase of $1.4 million occurs on November 1, 2027.
36
| Master Leases | ||||||||||||||||||||||||||
| Amended Pinnacle Master Lease | Bally's Master Lease | |||||||||||||||||||||||||
| Operator | PENN | Bally's | ||||||||||||||||||||||||
| Properties | Ameristar Black Hawk | Black Hawk, CO | Bally's Evansville | Evansville, IN | ||||||||||||||||||||||
| Ameristar East Chicago | East Chicago, IN | Bally's Dover Casino Resort | Dover, DE | |||||||||||||||||||||||
| Ameristar Council Bluffs | Council Bluffs, IA | Black Hawk (Black Hawk North, West and East casinos) | Black Hawk, CO | |||||||||||||||||||||||
| L'Auberge Baton Rouge | Baton Rouge, LA | Quad Cities Casino & Hotel | Rock Island, IL | |||||||||||||||||||||||
| Boomtown Bossier City | Bossier City, LA | Bally's Tiverton Hotel & Casino | Tiverton, RI | |||||||||||||||||||||||
| L'Auberge Lake Charles | Lake Charles, LA | Hard Rock Casino and Hotel Biloxi | Biloxi, MS | |||||||||||||||||||||||
| Boomtown New Orleans | New Orleans, LA | |||||||||||||||||||||||||
| Ameristar Vicksburg | Vicksburg, MS | |||||||||||||||||||||||||
| River City Casino & Hotel | St. Louis, MO | |||||||||||||||||||||||||
| Jackpot Properties (Cactus Petes and Horseshu) | Jackpot, NV | |||||||||||||||||||||||||
| Plainridge Park Casino | Plainridge, MA | |||||||||||||||||||||||||
| Commencement Date | 4/28/2016 | 6/3/2021 | ||||||||||||||||||||||||
| Lease Expiration Date | 4/30/2031 | 6/2/2036 | ||||||||||||||||||||||||
| Remaining Renewal Terms | 20 (4x5 years) | 20 (4x5 years) | ||||||||||||||||||||||||
| Corporate Guarantee | Yes | Yes | ||||||||||||||||||||||||
| Master Lease with Cross Collateralization | Yes | Yes | ||||||||||||||||||||||||
| Technical Default Landlord Protection | Yes | Yes | ||||||||||||||||||||||||
| Default Adjusted Revenue to Rent Coverage | 1.2 | 1.35 (1) | ||||||||||||||||||||||||
| Competitive Radius Landlord Protection | Yes | Yes | ||||||||||||||||||||||||
| Escalator Details | ||||||||||||||||||||||||||
| Yearly Base Rent Escalator Maximum | 2 | % | (2) | |||||||||||||||||||||||
| Coverage ratio at March 31, 2025 | 1.69 (3) | 2.01 | ||||||||||||||||||||||||
| Minimum Escalator Coverage Governor | 1.8 | N/A | ||||||||||||||||||||||||
| Yearly Anniversary for Realization | May | June | ||||||||||||||||||||||||
| Percentage Rent Reset Details | ||||||||||||||||||||||||||
| Reset Frequency | 2 years | N/A | ||||||||||||||||||||||||
| Next Reset | May-26 | N/A | ||||||||||||||||||||||||
(1) Effective July 1, 2025, this ratio has been revised so that if the tenant's parent's net leverage is greater than 5.5 to 1, then the adjusted revenue to rent coverage for the last two consecutive test periods must be at least 1.35. If the tenant's parent's net leverage is equal to or less than 5.5 to 1, then the ratio shall be reduced to 1.2.
(2) If the CPI increase is at least 0.5% for any lease year, then the rent shall increase by the greater of 1% of the rent as of the immediately preceding lease year and the CPI increase capped at 2%. If the CPI is less than 0.5% for such lease year, then the rent shall not increase for such lease year.
(3) Coverage ratio for escalation purposes excludes adjusted revenue and rent attributable to the Plainridge Park facility as well as certain other fixed rent amounts.
37
| Master Leases | ||||||||||||||||||||||||||
| Bally's Master Lease II | Casino Queen Master Lease | |||||||||||||||||||||||||
| Operator | Bally's | Bally's | ||||||||||||||||||||||||
| Properties | Bally's Kansas City | Kansas City, MO | DraftKings at Casino Queen | East St. Louis, IL (4) | ||||||||||||||||||||||
| Bally's Shreveport | Shreveport, LA | The Queen Baton Rouge | Baton Rouge, LA (4) | |||||||||||||||||||||||
| Casino Queen Marquette | Marquette, IA | |||||||||||||||||||||||||
| Belle of Baton Rouge | Baton Rouge, LA | |||||||||||||||||||||||||
| Commencement Date | 12/16/2024 | 12/17/2021 | ||||||||||||||||||||||||
| Lease Expiration Date | 12/15/2039 | 12/31/2036 | ||||||||||||||||||||||||
| Remaining Renewal Terms | 20 (4x5 years) | 20 (4x5 years) | ||||||||||||||||||||||||
| Corporate Guarantee | Yes | Yes (4) | ||||||||||||||||||||||||
| Master Lease with Cross Collateralization | Yes | Yes | ||||||||||||||||||||||||
| Technical Default Landlord Protection | Yes | Yes | ||||||||||||||||||||||||
| Default Adjusted Revenue to Rent Coverage | 1.35 (1) | 1.35 (1) | ||||||||||||||||||||||||
| Competitive Radius Landlord Protection | Yes | Yes | ||||||||||||||||||||||||
| Escalator Details | ||||||||||||||||||||||||||
| Yearly Base Rent Escalator Maximum | (2) | (3) | ||||||||||||||||||||||||
| Coverage ratio at March 31, 2025 | 2.72 | 2.26 | ||||||||||||||||||||||||
| Minimum Escalator Coverage Governor | N/A | N/A | ||||||||||||||||||||||||
| Yearly Anniversary for Realization | December | December | ||||||||||||||||||||||||
| Percentage Rent Reset Details | ||||||||||||||||||||||||||
| Reset Frequency | N/A | N/A | ||||||||||||||||||||||||
| Next Reset | N/A | N/A | ||||||||||||||||||||||||
(1) Effective July 1, 2025, this ratio has been revised so that if the tenant's parent's net leverage is greater than 5.5 to 1, then the adjusted revenue to rent coverage for the last two consecutive test periods must be at least 1.35. If the tenant's parent's net leverage is equal to or less than 5.5 to 1, then the ratio shall be reduced to 1.2.
(2) If the CPI increase is at least 0.5% for any lease year, then the rent shall increase by the greater of 1% of the rent as of the immediately preceding lease year and the CPI increase capped at 2%. If the CPI is less than 0.5% for such lease year, then the rent shall not increase for such lease year.
(3) Rent increases by 0.5% for the first six years. Beginning in the seventh lease year through the remainder of the lease term, if the CPI increases by at least 0.25% for any lease year then annual rent shall be increased by 1.25%, and if the CPI is less than 0.25% then rent will remain unchanged for such lease year.
(4) Effective July 1, 2025, these properties were transferred to Bally's Master Lease II and the associated annual rental income of $28.9 million was reallocated from the Casino Queen Master Lease to Bally's Master Lease II. Additionally, the corporate guarantee for this lease was removed and was replaced by a guarantee from several Bally's entities.
38
| Master Leases | ||||||||||||||||||||||||||
| Boyd Master Lease | Caesars Amended and Restated Master Lease | |||||||||||||||||||||||||
| Operator | Boyd | Caesars | ||||||||||||||||||||||||
| Properties | Belterra Casino Resort | Florence, IN | Tropicana Atlantic City | Atlantic City, NJ | ||||||||||||||||||||||
| Ameristar Kansas City | Kansas City, MO | Tropicana Laughlin | Laughlin, NV | |||||||||||||||||||||||
| Ameristar St. Charles | St. Charles, MO | Trop Casino Greenville | Greenville, MS | |||||||||||||||||||||||
| Isle Casino Hotel Bettendorf | Bettendorf, IA | |||||||||||||||||||||||||
| Isle Casino Hotel Waterloo | Waterloo, IA | |||||||||||||||||||||||||
| Commencement Date | 10/15/2018 | 10/1/2018 | ||||||||||||||||||||||||
| Lease Expiration Date | 4/30/2031 | 9/30/2038 | ||||||||||||||||||||||||
| Remaining Renewal Terms | 20 (4x5 years) | 20 (4x5 years) | ||||||||||||||||||||||||
| Corporate Guarantee | No | Yes | ||||||||||||||||||||||||
| Master Lease with Cross Collateralization | Yes | Yes | ||||||||||||||||||||||||
| Technical Default Landlord Protection | Yes | Yes | ||||||||||||||||||||||||
| Default Adjusted Revenue to Rent Coverage | 1.4 | 1.2 | ||||||||||||||||||||||||
| Competitive Radius Landlord Protection | Yes | Yes | ||||||||||||||||||||||||
| Escalator Details | ||||||||||||||||||||||||||
| Yearly Base Rent Escalator Maximum | 2 | % | 1.75 % (1) | |||||||||||||||||||||||
| Coverage ratio at March 31, 2025 | 2.48 | 1.87 | ||||||||||||||||||||||||
| Minimum Escalator Coverage Governor | 1.8 | N/A | ||||||||||||||||||||||||
| Yearly Anniversary for Realization | May | October | ||||||||||||||||||||||||
| Percentage Rent Reset Details | ||||||||||||||||||||||||||
| Reset Frequency | 2 years | N/A | ||||||||||||||||||||||||
| Next Reset | May-26 | N/A | ||||||||||||||||||||||||
(1) Building base rent will be increased by 1.75% in the 7th and 8th lease year and 2% in the 9th lease year and each year thereafter.
39
| Master Leases | ||||||||||||||||||||||||||
| Pennsylvania Live! Master Lease | Strategic Gaming Leases (1) | |||||||||||||||||||||||||
| Operator | Cordish | Strategic | ||||||||||||||||||||||||
| Properties | Live! Casino & Hotel Philadelphia | Philadelphia, PA | Silverado Franklin Hotel & Gaming Complex | Deadwood, SD | ||||||||||||||||||||||
| Live! Casino Pittsburgh | Greensburg, PA | Deadwood Mountain Grand Casino | Deadwood, SD | |||||||||||||||||||||||
| Baldini's Casino | Sparks, NV | |||||||||||||||||||||||||
| Commencement Date | 3/1/2022 | 5/16/2024 | ||||||||||||||||||||||||
| Lease Expiration Date | 2/28/2061 | 5/31/2049 | ||||||||||||||||||||||||
| Remaining Renewal Terms | 21 (1x11 years, 1x10 years) | 20 (2x10 years) | ||||||||||||||||||||||||
| Corporate Guarantee | No | Yes | ||||||||||||||||||||||||
| Master Lease with Cross Collateralization | Yes | Yes | ||||||||||||||||||||||||
| Technical Default Landlord Protection | Yes | Yes | ||||||||||||||||||||||||
| Default Adjusted Revenue to Rent Coverage | 1.4 | 1.4 (2) | ||||||||||||||||||||||||
| Competitive Radius Landlord Protection | Yes | Yes | ||||||||||||||||||||||||
| Escalator Details | ||||||||||||||||||||||||||
| Yearly Base Rent Escalator Maximum | 1.75 | % | 2% (2) | |||||||||||||||||||||||
| Coverage ratio at March 31, 2025 | 2.48 | N/A | ||||||||||||||||||||||||
| Minimum Escalator Coverage Governor | N/A | N/A | ||||||||||||||||||||||||
| Yearly Anniversary for Realization | March | Jun-26 | ||||||||||||||||||||||||
| Percentage Rent Reset Details | ||||||||||||||||||||||||||
| Reset Frequency | N/A | N/A | ||||||||||||||||||||||||
| Next Reset | N/A | N/A | ||||||||||||||||||||||||
(1) Consists of two leases that are cross collateralized and co-terminus with each other.
(2) The default adjusted revenue to rent coverage declines to 1.25 if the tenant's adjusted revenues total $75 million or more. Annual rent escalates at 2% beginning in year three of the lease and in year 11 escalates based on the greater of 2% or CPI, capped at 2.5%.
40
| Single Property Leases | |||||||||||||||||
| Belterra Park Lease | Horseshoe St Louis Lease | Morgantown Lease | MD Live! Lease | ||||||||||||||
| Operator | Boyd | Caesar | PENN | Cordish | |||||||||||||
| Properties | Belterra Park Gaming & Entertainment Center | Horseshoe St. Louis | Hollywood Casino Morgantown | Live! Casino & Hotel Maryland | |||||||||||||
| Cincinnati, OH | St. Louis, MO | Morgantown, PA | Hanover, MD | ||||||||||||||
| Commencement Date | 10/15/2018 | 9/29/2020 | 10/1/2020 | 12/29/2021 | |||||||||||||
| Lease Expiration Date | 04/30/2031 | 10/31/2033 | 10/31/2040 | 12/31/2060 | |||||||||||||
| Remaining Renewal Terms | 20 (4x5 years) | 20 (4x5 years) | 30 (6x5 years) | 21 (1x11 years, 1x10 years) | |||||||||||||
| Corporate Guarantee | No | Yes | Yes | No | |||||||||||||
| Technical Default Landlord Protection | Yes | Yes | Yes | Yes | |||||||||||||
| Default Adjusted Revenue to Rent Coverage | 1.4 | 1.2 | N/A | 1.4 | |||||||||||||
| Competitive Radius Landlord Protection | Yes | Yes | N/A | Yes | |||||||||||||
| Escalator Details | |||||||||||||||||
| Yearly Base Rent Escalator Maximum | 2% | 1.25% (1) | 1.25% (2) | 1.75% | |||||||||||||
| Coverage ratio at March 31, 2025 | 3.31 | 1.95 | N/A | 3.60 | |||||||||||||
| Minimum Escalator Coverage Governor | 1.8 | N/A | N/A | N/A | |||||||||||||
| Yearly Anniversary for Realization | May | October | December | January | |||||||||||||
| Percentage Rent Reset Details | |||||||||||||||||
| Reset Frequency | 2 years | N/A | N/A | N/A | |||||||||||||
| Next Reset | May 2026 | N/A | N/A | N/A | |||||||||||||
(1) For the second through fifth lease years, after which time the annual escalation becomes 1.75% for the 6th and 7th lease years and then 2% for the remaining term of the lease.
(2) If the CPI increase is at least 0.5% for any lease year, the rent for such lease year shall increase by 1.25% of rent as of the immediately preceding lease year, and if the CPI increase is less than 0.5% for such lease year, then the rent shall not increase for such lease year.
41
| Single Property Leases | |||||||||||||||||
| Tropicana Lease | Tioga Downs Lease | Rockford Lease | Chicago Lease | ||||||||||||||
| Operator | Bally's | American Racing and Entertainment | (managed by Hard Rock) | Bally's | |||||||||||||
| Properties | Tropicana Las Vegas | Tioga Downs | Hard Rock Casino Rockford | Bally's Chicago Development | |||||||||||||
| Las Vegas, NV | Nicholas, NY | Rockford, IL | Chicago, IL | ||||||||||||||
| Commencement Date | 9/26/2022 | 2/6/2024 | 8/29/2023 | 9/11/2024 | |||||||||||||
| Lease Expiration Date | 9/25/2072 | 2/28/2054 | 8/31/2122 | 11/30/2121 (4) | |||||||||||||
| Remaining Renewal Terms | 49 (1 x 24 years, 1 x 25 years) | 32 years and 10 months (2x10 years, 1x12 years and 10 months) | None | (4) | |||||||||||||
| Corporate Guarantee | Yes | Yes | No | (4) | |||||||||||||
| Technical Default Landlord Protection | Yes | Yes | Yes | (4) | |||||||||||||
| Default Adjusted Revenue to Rent Coverage | 1.35 (1) | 1.4 | 1.4 | (4) | |||||||||||||
| Competitive Radius Landlord Protection | Yes | Yes | Yes | (4) | |||||||||||||
| Escalator Details | |||||||||||||||||
| Yearly Base Rent Escalator Maximum | (2) | 1.75% (3) | 2% | (4) | |||||||||||||
| Coverage ratio at March 31, 2025 | N/A | 2.03 | N/A | N/A | |||||||||||||
| Minimum Escalator Coverage Governor | N/A | N/A | N/A | N/A | |||||||||||||
| Yearly Anniversary for Realization | October | March | September | (4) | |||||||||||||
| Percentage Rent Reset Details | |||||||||||||||||
| Reset Frequency | N/A | N/A | N/A | N/A | |||||||||||||
| Next Reset | N/A | N/A | N/A | N/A | |||||||||||||
(1) Effective July 1, 2025, this ratio has been revised so that if the tenant's parent's net leverage is greater than 5.5 to 1, then the adjusted revenue to rent coverage for the last two consecutive test periods must be at least 1.35. If the tenant's parent's net leverage is equal to or less than 5.5 to 1, then the ratio shall be reduced to 1.2.
(2) If the CPI increase is at least 0.5% for any lease year, then the rent shall increase by the greater of 1% of the rent as of the immediately preceding lease year and the CPI increase capped at 2%. If the CPI is less than 0.5% for such lease year, then the rent shall not increase for such lease year.
(3) Increases by 1.75% beginning with the first anniversary and increases to 2% beginning in year fifteen of the lease through the remainder of the initial lease term.
(4) In July 2025, the Company completed the Chicago Lease. The lease has an initial term of 15 years followed by four 5-year renewals, exercisable at the tenant's option. If the CPI increase is at least 0.5% for any lease year, then the rent shall increase by the greater of 1% of the rent as of the immediately preceding lease year and the CPI increase capped at 2%. If the CPI is less than 0.5% for such lease year, then the rent shall not increase for such lease year. Finally, the default adjusted revenue to rent coverage ratio shall be 1.35, subject to various conditions that could lower such ratio to 1.20. The Chicago Lease is not subject to a corporate guarantee.
42
Funding commitments
As of June 30, 2025, we have entered into various commitments or call rights to finance/acquire future investments in gaming and related facilities for our tenants. These are detailed in the table below. Our tenants retain the option to decline our financing for certain projects and may seek alternative financing solutions. The inclusion of a commitment in this disclosure does not guarantee that the financing will be utilized by the tenant in circumstances where a tenant has the option. See Note 1 in the Notes to the Condensed Consolidated Financial Statements for further details.
| Description | Maximum Commitment amount | Amount funded at June 30, 2025 | |||||||||
| Relocation of Hollywood Casino Aurora | $225 million | None | |||||||||
| Relocation of Hollywood Casino Joliet (1) | $130 million | None | |||||||||
| Construction of a hotel at Hollywood Casino Columbus and a hotel tower at the M Resort | $220 million | None | |||||||||
| Funding associated with a landside move at Ameristar Casino Council Bluffs | (2) | None | |||||||||
| Potential transaction at the former Tropicana Las Vegas site with Bally's | $175 million | $48.5 million | |||||||||
| Real estate construction costs for Bally's Chicago | $940 million | None | |||||||||
| Funding and oversight of a landside move and hotel renovation at The Belle | $111 million | $59.3 million | |||||||||
| Construction costs for a landside development project at Casino Queen Marquette | $16.5 million | $2.3 million | |||||||||
| Ione Loan to fund a new casino development near Sacramento, California | $110 million | $25.8 million | |||||||||
| Call right to acquire Bally's Lincoln | $735 million | None | |||||||||
(1) On June 6, 2025, PENN gave notice to the Company that it intended to utilize the $130 million commitment for the project. GLPI expects to fund this amount on August 1, 2025 and will receive a 7.75% cap rate on the funding.
(2) The Company has agreed to fund, if requested by PENN at their sole discretion, on or before March 1, 2029, construction improvements in an amount not to exceed the greater of (i) the hard costs associated with the project and (ii) $150.0 million.
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, 2025.
Executive Summary
Financial Highlights
We reported total revenues and income from operations of $394.9 million and $242.1 million, respectively, for the three months ended June 30, 2025, compared to $380.6 million and $293.4 million, respectively, for the corresponding period in the prior year. The Company reported total revenues and income from operations of $790.1 million and $500.9 million, respectively for the six months ended June 30, 2025 compared to $756.6 million and $551.0 million for the corresponding period in the prior year.
43
The major factors affecting our results for the three and six months ended June 30, 2025, as compared to the three and six months ended June 30, 2024, were as follows:
•Total income from real estate increased by $14.3 million to $394.9 million for the three months ended June 30, 2025 compared to $380.6 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 $17.5 million for the three months ended June 30, 2025. Additionally, the three months ended June 30, 2025 benefited by $4.4 million compared to the corresponding period in the prior year from escalations on our leases, favorable variable rents of $0.5 million, higher ground rent revenue of $1.1 million and higher accretion of $0.1 million on its Investment in leases and the Company also recognized unfavorable straight-line rent adjustments of $9.3 million compared to the corresponding period in the prior year.
•Total income from real estate increased by $33.5 million to $790.1 million for the six months ended June 30, 2025 compared to $756.6 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 $37.7 million for the six months ended June 30, 2025. Additionally, the six months ended June 30, 2025 benefited by $9.6 million compared to the corresponding period in the prior year from escalations on our leases, favorable variable rents of $2.0 million and higher ground rent revenue of $1.9 million. The Company also recognized lower accretion of $0.9 million on its Investment in leases and unfavorable straight-line rent adjustments of $16.7 million compared to the corresponding period in the prior year.
•Total operating expenses increased by $65.6 million for the three months ended June 30, 2025 as compared to the corresponding period in the prior year. The primary reason for the increase was due to an increase in the provision for credit losses of $57.5 million during the three months ended June 30, 2025 compared to the corresponding period in the prior year. The provision increase was due primarily from a more pessimistic forward looking economic forecast at June 30, 2025 compared to what was utilized at March 31, 2025. The Company incurred higher land rights and ground lease expense of $2.1 million due to the acquisition of the assets in Bally's Master Lease II. Additionally, general and administrative expenses increased by $2.1 million due primarily from higher stock based compensation costs, payroll expenses and deal costs The Company also incurred higher depreciation expense of $4.0 million due to its recent acquisitions.
•Total operating expenses increased by $83.7 million for the six months ended June 30, 2025 as compared to the corresponding period in the prior year. The primary reason for the increase was due to an increase in the provision for credit losses of $73.5 million during the six months ended June 30, 2025. The provision increase was due primarily from a more pessimistic forward looking economic forecast at June 30, 2025 compared to what was utilized at December 31, 2024. The Company incurred higher land rights and ground lease expense of $3.8 million due to the acquisition of the assets in Bally's Master Lease II. Additionally, general and administrative expenses increased by $2.9 million due primarily from higher stock based compensation costs and payroll expenses. The Company also incurred higher depreciation of $3.6 million due to its recent acquisitions.
•Other expenses increased by $6.7 million and $17.2 million for the three and six months ended June 30, 2025, primarily due to higher interest expense of $3.3 million and $13.9 million associated with the Company's increased borrowings to fund our recent acquisitions and less interest income from lower cash on hand and investments.
•Net income decreased by $58.2 million and $67.4 million for the three and six months ended June 30, 2025, as compared to the corresponding periods in the prior year, primarily due to the variances explained above.
44
Results of Operations
The following are the most important factors and trends that contribute or may contribute to our operating performance:
•We have announced or closed numerous transactions in recent years and expect to continue to grow our portfolio by pursuing opportunities to acquire additional gaming facilities (either existing facilities or new development facilities) to lease to gaming operators under prudent terms.
•Several wholly-owned subsidiaries of PENN lease a substantial number of our properties and account for a significant portion of our revenue.
•The risks related to economic conditions, including volatility in the financial markets, high inflation levels and the effect of such conditions on consumer spending for leisure and gaming activities, which may negatively impact our gaming tenants and operators and the variable rent and certain annual rent escalators we receive from our tenants.
•The ability to refinance our significant levels of debt at attractive terms and obtain favorable funding in connection with future business opportunities.
•The fact that the rules and regulations of U.S. federal income taxation are constantly under review by legislators, the Internal Revenue Service and the U.S. Department of the Treasury. Changes to the tax laws or interpretations thereof, with or without retroactive application, could materially and adversely affect GLPI's investors or GLPI.
The consolidated results of operations for the three and six months ended June 30, 2025 and 2024 are summarized below:
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| (in thousands) | |||||||||||||||||||||||
| Total revenues | $ | 394,876 | $ | 380,626 | $ | 790,111 | $ | 756,590 | |||||||||||||||
| Total operating expenses | 152,812 | 87,197 | 289,213 | 205,555 | |||||||||||||||||||
| Income from operations | 242,064 | 293,429 | 500,898 | 551,035 | |||||||||||||||||||
| Total other expenses | (85,354) | (78,605) | (173,270) | (156,048) | |||||||||||||||||||
| Income before income taxes | 156,710 | 214,824 | 327,628 | 394,987 | |||||||||||||||||||
| Income tax expense | 545 | 412 | 1,109 | 1,049 | |||||||||||||||||||
| Net income | $ | 156,165 | $ | 214,412 | $ | 326,519 | $ | 393,938 | |||||||||||||||
| Net income attributable to non-controlling interest in the Operating Partnership | (4,726) | (6,162) | (9,896) | (11,224) | |||||||||||||||||||
| Net income attributable to common shareholders | $ | 151,439 | $ | 208,250 | $ | 316,623 | $ | 382,714 | |||||||||||||||
FFO, AFFO and Adjusted EBITDA
Funds From Operations ("FFO"), Adjusted Funds From Operations ("AFFO") and Adjusted EBITDA are non-U.S. generally accepted accounting principles ("GAAP") financial measures used by the Company as performance measures for benchmarking against the Company’s peers and as internal measures of business operating performance, which is used as a bonus metric. These metrics are presented assuming full conversion of limited partnership units to common shares and therefore before the income statement impact of non-controlling interests. The Company believes FFO, AFFO and Adjusted EBITDA provide a meaningful perspective of the underlying operating performance of the Company’s current business. This is especially true since these measures exclude real estate depreciation and we believe that real estate values fluctuate based on market conditions rather than depreciating in value ratably on a straight-line basis over time.
FFO, AFFO and Adjusted EBITDA are non-GAAP financial measures that are considered supplemental measures for the real estate industry and a supplement to GAAP measures. The National Association of Real Estate Investment Trusts defines FFO as net income (computed in accordance with GAAP), excluding (gains) or losses from dispositions of property, net of tax and real estate depreciation. We define AFFO as FFO excluding, as applicable to the particular period, stock based compensation expense; the amortization of debt issuance costs, bond premiums and original issuance discounts; other depreciation; amortization of land rights; accretion on investment in leases, financing receivables; non-cash adjustments to financing lease liabilities; straight-line rent and deferred rent adjustments; losses on debt extinguishment; capitalized interest; and provision (benefit) for credit losses, net, reduced by capital maintenance expenditures. Finally, we define Adjusted EBITDA as net income excluding, as applicable to the
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particular period, interest, net; income tax expense; real estate depreciation; other depreciation; (gains) or losses from dispositions of property, net of tax; stock based compensation expense; straight-line rent and deferred rent adjustments; amortization of land rights; accretion on Investment in leases, financing receivables; non-cash adjustments to financing lease liabilities; losses on debt extinguishment; 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, 2025 and 2024 is as follows:
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||||||
| (in thousands) | ||||||||||||||||||||||||||
| Net income | $ | 156,165 | $ | 214,412 | $ | 326,519 | $ | 393,938 | ||||||||||||||||||
| Gains from dispositions of property, net of tax | — | — | (125) | — | ||||||||||||||||||||||
| Real estate depreciation | 68,749 | 64,777 | 133,278 | 129,654 | ||||||||||||||||||||||
| Funds from operations | $ | 224,914 | $ | 279,189 | $ | 459,672 | $ | 523,592 | ||||||||||||||||||
| Straight-line rent and deferred rent adjustments | (6,433) | (15,790) | (14,845) | (31,580) | ||||||||||||||||||||||
| Other depreciation | 486 | 485 | 969 | 968 | ||||||||||||||||||||||
| Provision (benefit) for credit losses, net | 53,728 | (3,786) | 92,974 | 19,508 | ||||||||||||||||||||||
| Amortization of land rights | 4,270 | 3,276 | 8,540 | 6,552 | ||||||||||||||||||||||
Amortization of debt issuance costs, bond premiums and original issuance discounts | 3,227 | 2,685 | 6,459 | 5,369 | ||||||||||||||||||||||
| Stock based compensation | 6,156 | 5,425 | 15,014 | 13,547 | ||||||||||||||||||||||
| Accretion on investment in leases, financing receivables | (6,866) | (6,776) | (13,762) | (14,660) | ||||||||||||||||||||||
| Non-cash adjustment to financing lease liabilities | 107 | 129 | 205 | 246 | ||||||||||||||||||||||
| Capitalized interest | (3,411) | — | (7,016) | — | ||||||||||||||||||||||
| Capital maintenance expenditures | (121) | (462) | (157) | (552) | ||||||||||||||||||||||
| Adjusted funds from operations | $ | 276,057 | $ | 264,375 | $ | 548,053 | $ | 522,990 | ||||||||||||||||||
| Interest, net | 84,576 | 77,882 | 171,725 | 154,650 | ||||||||||||||||||||||
| Income tax expense | 545 | 412 | 1,109 | 1,049 | ||||||||||||||||||||||
| Capital maintenance expenditures | 121 | 462 | 157 | 552 | ||||||||||||||||||||||
Amortization of debt issuance costs, bond premiums and original issuance discounts | (3,227) | (2,685) | (6,459) | (5,369) | ||||||||||||||||||||||
| Capitalized interest | 3,411 | — | 7,016 | — | ||||||||||||||||||||||
| Adjusted EBITDA | $ | 361,483 | $ | 340,446 | $ | 721,601 | $ | 673,872 | ||||||||||||||||||
Net income, FFO, AFFO and Adjusted EBITDA were $156.2 million, $224.9 million, $276.1 million, and $361.5 million for the three months ended June 30, 2025, respectively. This compares to net income, FFO, AFFO and Adjusted EBITDA of $214.4 million, $279.2 million, $264.4 million and $340.4 million for the corresponding period in the prior year. The decrease in net income of $58.2 million was primarily attributable to increased operating expenses of $65.6 million (which was driven by the increase in provision for credit losses of $57.5 million) and higher other expenses of $6.7 million (driven by higher interest expense to partially finance our acquisitions) partially offset by an increase in total revenues of $14.3 million.
Net income, FFO, AFFO and Adjusted EBITDA were $326.5 million, $459.7 million, $548.1 million, and $721.6 million for the six months ended June 30, 2025, respectively. This compares to net income, FFO, AFFO and Adjusted EBITDA of $393.9 million, $523.6 million, $523.0 million and $673.9 million for the corresponding period in the prior year. The decrease in net income of $67.4 million was primarily attributable to increased operating expenses of $83.7 million (which was driven by the increase in provision for credit losses of $73.5 million) and higher other expenses of $17.2 million (driven by higher interest expense to partially finance our acquisitions and lower interest income earned on cash and investments) partially offset by an increase in total revenues of $33.5 million.
The decrease in FFO for the six months ended June 30, 2025 was due to the items described above, excluding gains from dispositions of property and real estate depreciation. The increases in AFFO and Adjusted EBITDA were due to the items described above, as well as the adjustments mentioned in the tables above.
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Revenues
Revenues for the three and six months ended June 30, 2025 and 2024 were as follows (in thousands):
| Three Months Ended June 30, | Percentage | |||||||||||||||||||||||||
| 2025 | 2024 | Variance | Variance | |||||||||||||||||||||||
| Rental income | $ | 339,527 | $ | 332,815 | $ | 6,712 | 2.0 | % | ||||||||||||||||||
| Income from investment in leases, financing receivables | 47,926 | 45,974 | 1,952 | 4.2 | % | |||||||||||||||||||||
| Income from sales type leases | 3,762 | — | 3,762 | N/A | ||||||||||||||||||||||
| Interest income from real estate loans | 3,661 | 1,837 | 1,824 | 99.3 | % | |||||||||||||||||||||
Total income from real estate | $ | 394,876 | $ | 380,626 | $ | 14,250 | 3.7 | % | ||||||||||||||||||
| Six Months Ended June 30, | Percentage | ||||||||||||||||||||||
| 2025 | 2024 | Variance | Variance | ||||||||||||||||||||
| Rental income | $ | 679,779 | $ | 663,397 | $ | 16,382 | 2.5 | % | |||||||||||||||
| Income from investment in leases, financing receivables | 95,690 | 90,279 | 5,411 | 6.0 | % | ||||||||||||||||||
| Income from sales type leases | 7,522 | — | 7,522 | N/A | |||||||||||||||||||
| Interest income from real estate loans | 7,120 | 2,914 | 4,206 | 144.3 | % | ||||||||||||||||||
| Total income from real estate | 790,111 | $ | 756,590 | 33,521 | 4.4 | % | |||||||||||||||||
Total income from real estate
•Total income from real estate increased by $14.3 million to $394.9 million for the three months ended June 30, 2025 compared to $380.6 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 $17.5 million for the three months ended June 30, 2025. Additionally, the three months ended June 30, 2025 benefited by $4.4 million compared to the corresponding period in the prior year from escalations on our leases, favorable variable rents of $0.5 million, higher ground rent revenue of $1.1 million and higher accretion of $0.1 million. The Company also had unfavorable straight-line rent adjustments of $9.4 million compared to the corresponding period in the prior year.
•Total income from real estate increased by $33.5 million to $790.1 million for the six months ended June 30, 2025 compared to $756.6 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 $37.7 million for the six months ended June 30, 2025. Additionally, the six months ended June 30, 2025 benefited by $9.6 million compared to the corresponding period in the prior year from escalations on our leases, favorable variable rents of $2.0 million and higher ground rent revenue of $1.9 million. The Company also recognized lower accretion of $0.9 million on its Investment in leases and unfavorable straight-line rent adjustments of $16.7 million compared to the corresponding period in the prior year.
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Details of the Company's income from real estate for the three and six months ended June 30, 2025 was as follows (in thousands)
| Three Months Ended June 30, 2025 | Building base rent | Land base rent | Percentage rent and other rental revenue | Interest income on real estate loans | Total cash income | Straight-line rent and deferred rent adjustments (1) | Ground rent in revenue | Accretion on financing leases | Total income from real estate | ||||||||||||||||||||
| Amended PENN Master Lease | $ | 54,151 | $ | 10,759 | $ | 6,495 | $ | — | $ | 71,405 | $ | 4,952 | $ | 637 | $ | — | $ | 76,994 | |||||||||||
| PENN 2023 Master Lease | 59,797 | — | (83) | — | 59,714 | 4,737 | — | — | 64,451 | ||||||||||||||||||||
| Amended Pinnacle Master Lease | 61,483 | 17,814 | 8,121 | — | 87,418 | 1,858 | 2,145 | — | 91,421 | ||||||||||||||||||||
| PENN Morgantown Lease | — | 796 | — | — | 796 | — | — | — | 796 | ||||||||||||||||||||
| Caesars Master Lease | 16,302 | 5,932 | — | — | 22,234 | 1,916 | 330 | — | 24,480 | ||||||||||||||||||||
| Horseshoe St. Louis Lease | 5,992 | — | — | — | 5,992 | 325 | — | — | 6,317 | ||||||||||||||||||||
| Boyd Master Lease | 20,742 | 2,947 | 3,046 | — | 26,735 | (2,364) | 433 | — | 24,804 | ||||||||||||||||||||
| Boyd Belterra Lease | 733 | 474 | 500 | — | 1,707 | (377) | — | — | 1,330 | ||||||||||||||||||||
| Bally's Master Lease | 26,574 | — | — | — | 26,574 | — | 2,649 | — | 29,223 | ||||||||||||||||||||
| Bally's Master Lease II | 8,048 | — | — | — | 8,048 | — | 934 | — | 8,982 | ||||||||||||||||||||
| Maryland Live! Lease | 19,412 | — | — | — | 19,412 | — | 2,178 | 3,337 | 24,927 | ||||||||||||||||||||
| Pennsylvania Live! Master Lease | 12,941 | — | — | — | 12,941 | — | 311 | 2,138 | 15,390 | ||||||||||||||||||||
| Casino Queen Master Lease | 8,419 | — | — | — | 8,419 | 386 | — | — | 8,805 | ||||||||||||||||||||
| Tropicana Las Vegas Lease | — | 3,762 | — | — | 3,762 | — | — | — | 3,762 | ||||||||||||||||||||
| Rockford Lease | — | 2,040 | — | — | 2,040 | — | — | 521 | 2,561 | ||||||||||||||||||||
| Rockford Loan | — | — | — | 3,033 | 3,033 | — | — | — | 3,033 | ||||||||||||||||||||
| Tioga Downs Lease | 3,696 | — | — | — | 3,696 | — | 1 | 560 | 4,257 | ||||||||||||||||||||
| Strategic Gaming Leases | 2,300 | — | — | — | 2,300 | — | 105 | 310 | 2,715 | ||||||||||||||||||||
| Ione Loan | — | — | — | 628 | 628 | — | — | — | 628 | ||||||||||||||||||||
| Bally's Chicago Lease | — | 5,000 | — | — | 5,000 | (5,000) | — | — | — | ||||||||||||||||||||
| Total | $ | 300,590 | $ | 49,524 | $ | 18,079 | $ | 3,661 | $ | 371,854 | $ | 6,433 | $ | 9,723 | $ | 6,866 | $ | 394,876 | |||||||||||
(1) Amount includes $0.1 million of tenant improvement allowance amortization.
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| Six Months Ended June 30, 2025 | Building base rent | Land base rent | Percentage rent and other rental revenue | Interest income on real estate loans | Total cash income | Straight-line rent and deferred rent adjustments (2) | Ground rent in revenue | Accretion on financing leases | Total income from real estate | ||||||||||||||||||||
| Amended PENN Master Lease | $ | 108,303 | $ | 21,518 | $ | 13,056 | $ | — | $ | 142,877 | $ | 9,904 | $ | 1,110 | $ | — | $ | 153,891 | |||||||||||
| PENN 2023 Master Lease | 119,594 | — | (204) | — | 119,390 | 9,475 | — | — | 128,865 | ||||||||||||||||||||
| Amended Pinnacle Master Lease | 122,965 | 35,628 | 16,243 | — | 174,836 | 3,716 | 4,206 | — | 182,758 | ||||||||||||||||||||
| PENN Morgantown Lease | — | 1,592 | — | — | 1,592 | — | — | — | 1,592 | ||||||||||||||||||||
| Caesars Master Lease | 32,604 | 11,864 | — | — | 44,468 | 3,832 | 660 | — | 48,960 | ||||||||||||||||||||
| Horseshoe St. Louis Lease | 11,983 | — | — | — | 11,983 | 649 | — | — | 12,632 | ||||||||||||||||||||
| Boyd Master Lease | 41,212 | 5,893 | 6,093 | — | 53,198 | (2,714) | 865 | — | 51,349 | ||||||||||||||||||||
| Boyd Belterra Lease | 1,457 | 947 | 1,000 | — | 3,404 | (402) | — | — | 3,002 | ||||||||||||||||||||
| Bally's Master Lease | 52,985 | — | — | — | 52,985 | — | 5,204 | — | 58,189 | ||||||||||||||||||||
| Bally's Master Lease II | 16,096 | — | — | — | 16,096 | — | 1,888 | — | 17,984 | ||||||||||||||||||||
| Maryland Live! Lease | 38,824 | — | — | — | 38,824 | — | 4,286 | 6,625 | 49,735 | ||||||||||||||||||||
| Pennsylvania Live! Master Lease | 25,734 | — | — | — | 25,734 | — | 619 | 4,376 | 30,729 | ||||||||||||||||||||
| Casino Queen Master Lease | 16,393 | — | — | — | 16,393 | 385 | — | — | 16,778 | ||||||||||||||||||||
| Tropicana Las Vegas Lease | — | 7,525 | — | — | 7,525 | — | — | (3) | 7,522 | ||||||||||||||||||||
| Rockford Lease | — | 4,080 | — | — | 4,080 | — | — | 1,028 | 5,108 | ||||||||||||||||||||
| Rockford Loan | — | — | — | 6,033 | 6,033 | — | — | — | 6,033 | ||||||||||||||||||||
| Tioga Downs Lease | 7,348 | — | — | — | 7,348 | — | 3 | 1,132 | 8,483 | ||||||||||||||||||||
| Strategic Gaming Leases | 4,599 | — | — | — | 4,599 | — | 211 | 604 | 5,414 | ||||||||||||||||||||
| Ione Loan | — | — | — | 1,087 | 1,087 | — | — | — | 1,087 | ||||||||||||||||||||
| Bally's Chicago Lease | — | 10,000 | — | — | 10,000 | (10,000) | — | — | — | ||||||||||||||||||||
| Total | $ | 600,097 | $ | 99,047 | $ | 36,188 | $ | 7,120 | $ | 742,452 | $ | 14,845 | $ | 19,052 | $ | 13,762 | $ | 790,111 | |||||||||||
(2) Amount includes $0.2 million of tenant improvement allowance amortization.
In accordance with ASC 842, the Company records revenue for the ground lease rent paid by its tenants with an offsetting expense in land rights and ground lease expense within the condensed consolidated statements of income as the Company has concluded that as the lessee it is the primary obligor under the ground leases. The Company subleases these ground leases back to its tenants, who are responsible for payment directly to the landlord.
The Company recognizes earnings on Investment in leases, financing receivables and Investment in leases, sales type based on the effective yield method using the discount rate implicit in the leases. The amounts in the table above labeled accretion on financing leases represent earnings recognized in excess of cash received during the period.
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Operating expenses
Operating expenses for the three and six months ended June 30, 2025 and 2024 were as follows (in thousands):
| Three Months Ended June 30, | Percentage | |||||||||||||||||||||||||
| 2025 | 2024 | Variance | Variance | |||||||||||||||||||||||
| Land rights and ground lease expense | $ | 13,942 | $ | 11,870 | $ | 2,072 | 17.5 | % | ||||||||||||||||||
| General and administrative | 15,907 | 13,851 | 2,056 | 14.8 | % | |||||||||||||||||||||
| Depreciation | 69,235 | 65,262 | 3,973 | 6.1 | % | |||||||||||||||||||||
| Provision for credit losses | 53,728 | (3,786) | 57,514 | (1,519.1) | % | |||||||||||||||||||||
| Total operating expenses | $ | 152,812 | $ | 87,197 | $ | 65,615 | 75.2 | % | ||||||||||||||||||
| Six Months Ended June 30, | Percentage | ||||||||||||||||||||||
| 2025 | 2024 | Variance | Variance | ||||||||||||||||||||
| Land rights and ground lease expense | 27,497 | 23,688 | 3,809 | 16.1 | % | ||||||||||||||||||
| General and administrative | 34,620 | 31,737 | 2,883 | 9.1 | % | ||||||||||||||||||
| Gains from dispositions | (125) | — | (125) | N/A | |||||||||||||||||||
| Depreciation | 134,247 | 130,622 | 3,625 | 2.8 | % | ||||||||||||||||||
| Provision for credit losses | 92,974 | 19,508 | 73,466 | 376.6 | % | ||||||||||||||||||
| Total operating expenses | 289,213 | 205,555 | 83,658 | 40.7 | % | ||||||||||||||||||
Land rights and ground lease expense
Land rights and ground lease expense includes the amortization of land rights and rent expense related to the Company's long-term ground leases. Land rights and ground lease expense increased by $2.1 million and $3.8 million for the three and six months ended June 30, 2025, as compared to the corresponding period in the prior year due to the acquisition of the real estate assets in Bally's Master Lease II.
General and Administrative Expense
General and administrative expenses include items such as compensation costs (including stock based compensation), professional services and costs associated with development activities. General and administrative expenses increased by $2.1 million and $2.9 million for the three and six months ended June 30, 2025 as compared to the corresponding period in the prior year. This was due to higher stock based compensation costs, payroll expenses and acquisition costs.
Depreciation
Depreciation expense increased by $4.0 million and $3.6 million for the three and six months ended June 30, 2025 as compared to the corresponding period in the prior year due to our recent acquisition activity.
Provision for credit losses
The Company recorded a provision for credit losses of $53.7 million and $93.0 million for the three and six months ended June 30, 2025 compared to a benefit of $3.8 million and a provision of $19.5 million for the corresponding periods in the prior year. As described in Note 3, the Company follows ASC 326 “Credit Losses”, which requires that the Company measure and record current expected credit losses, the scope of which includes our Investments in leases, financing receivables, net as well as the Company's real estate loans and loan commitments.
The increased provisions during the three and six months ended June 30, 2025 were primarily driven by a sequential deterioration in the third-party forward-looking economic outlook used in the Company's CECL reserve calculations. The macroeconomic forecast as of March 31, 2025, was more pessimistic than the forecast used as of December 31, 2024, resulting in a provision during the three months ended March 31, 2025. The outlook further deteriorated as of June 30, 2025, leading to an additional provision during the three months ended June 30, 2025. Future changes in economic projections, probability factors,
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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, 2025 and 2024 were as follows (in thousands):
| Three Months Ended June 30, | Percentage | |||||||||||||||||||||||||
| 2025 | 2024 | Variance | Variance | |||||||||||||||||||||||
| Interest expense | $ | (89,934) | $ | (86,670) | $ | (3,264) | 3.8 | % | ||||||||||||||||||
| Interest income | 4,580 | 8,065 | (3,485) | (43.2) | % | |||||||||||||||||||||
| Total other expenses | $ | (85,354) | $ | (78,605) | $ | (6,749) | 8.6 | % | ||||||||||||||||||
| Six Months Ended June 30, | Percentage | |||||||||||||||||||||||||
| 2025 | 2024 | Variance | Variance | |||||||||||||||||||||||
| Interest expense | (187,206) | (173,345) | $ | (13,861) | 8.0 | % | ||||||||||||||||||||
| Interest income | 13,936 | 17,297 | (3,361) | (19.4) | % | |||||||||||||||||||||
| Total other expenses | $ | (173,270) | $ | (156,048) | $ | (17,222) | 11.0 | % | ||||||||||||||||||
Interest expense
Interest expense increased by $3.3 million and $13.9 million for the three and six months ended June 30, 2025, as compared to the corresponding period in the prior year. The increase was due to increased borrowings that partially funded our recent acquisitions and prefunding the redemption for our $850 million, 5.25% senior unsecured note that occurred in March 2025.
Net income attributable to noncontrolling interest in the Operating Partnership
As partial consideration for certain real estate acquisitions, the Company's operating partnership has issued OP Units. OP Units are exchangeable for common shares of the Company on a one-for-one basis, subject to certain terms and conditions. The operating partnership is a variable interest entity ("VIE") in which the Company is the primary beneficiary because it has the power to direct the activities of the VIE that most significantly impact the partnership's economic performance and has the obligation to absorb losses of the VIE that could be potentially significant to the VIE and the right to receive benefits from the VIE that could be significant to the VIE. Therefore, the Company consolidates the accounts of the operating partnership, and reflects the third party ownership in this entity as a noncontrolling interest in the Condensed Consolidated Balance Sheets and allocates the proportion of net income to the noncontrolling interests on the Condensed Consolidated Statements of Income.
The Company’s net income or loss is allocated to noncontrolling interests based on the respective ownership or voting percentage in the Operating Partnership associated with such noncontrolling interests and is removed from consolidated income or loss on the Condensed Consolidated Statements of Operations in order to derive net income or loss attributable to common stockholders. The noncontrolling ownership percentage is calculated by dividing the aggregate number of LTIP Units and OP Units by the total number of units and shares outstanding.
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Liquidity and Capital Resources
Our primary sources of liquidity and capital resources are cash flow from operations, borrowings from banks, and proceeds from the issuance of debt and equity securities.
Net cash provided by operating activities was $545.9 million and $510.0 million during the six months ended June 30, 2025 and 2024, respectively. The increase in net cash provided by operating activities of $35.9 million for the six months ended June 30, 2025, as compared to the corresponding period in the prior year, was primarily comprised of an increase in cash receipts from customers of $49.3 million along with decreases in cash paid for taxes of $0.6 million and an increase in interest income of $14.3 million. This was offset by increases in cash paid for employees, cash paid for interest and cash paid for operating expenses of $0.1 million, $23.7 million and $4.6 million respectively. The increase in cash receipts collected from our customers for the six months ended June 30, 2025, as compared to the corresponding period in the prior year, was due to increased rental income from the Company's recent acquisitions and lease escalations and the increase in interest expense was due to increased borrowings that partially funded our recent acquisitions and prefunding the redemption for our $850 million, 5.25% senior unsecured note that occurred in March 2025.
Investing activities provided cash of $500.4 million and used cash of $604.8 million during the six months ended June 30, 2025 and 2024, respectively. Net cash provided by investing activities during the six months ended June 30, 2025 primarily consisted of the maturity of zero coupon U.S. Treasury Bills totaling $550.0 million, partially offset by Ione Loan fundings of $10.7 million, the acquisition of land related to the Joliet landside development of $5.0 million and capital expenditures of $34.1 million. The net cash used in investing activities for the six months ended June 30, 2024 consisted primarily of $205.0 million for the acquisition of the real estate assets which were added to the Bally's Master Lease, the purchase of zero coupon U.S. Treasury Bills totaling $341.0 million, capital expenditures of $7.6 million and Rockford Loan fundings of $53.0 million partially offset by the proceeds from a tax refund related to a previous acquisition of $1.8 million.
Financing activities used cash of $904.7 million and $494.7 million during the six months ended June 30, 2025 and 2024, respectively. Net cash used in financing activities during the six months ended June 30, 2025 was driven by the repayment of long term debt of $850.1 million, dividend payments of $430.0 million, non-controlling interest distributions of $12.8 million, and taxes paid related to shares withheld for tax purposes on restricted stock award vestings of $14.8 million, partially offset by the proceeds from the issuance of common stock, net of costs of $403.0 million. 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, noncontrolling 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, partially offset by proceeds from the issuance of common stock, net of costs of $9.0 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, 2025 and 2024, we spent approximately $34.1 million and $7.6 million, respectively, for capital expenditures. The majority of the capital expenditures in 2025 were related to a land side and hotel development project at The Belle.
Debt
The Company has access to a $2.09 billion variable rate revolving credit facility under its credit agreement, as amended (the "Amended Credit Agreement") of which $332.5 million is outstanding as of June 30, 2025. Additionally, 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 $1,757.2 million of available borrowing capacity under the Amended Credit Agreement as of June 30, 2025.
The Company has $6.89 billion of debt outstanding with a weighted average maturity and interest rate of 6.1 years and 5.06%, respectively as of June 30, 2025. The majority of the Company's debt obligations have fixed interest rates from the
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issuance of its senior unsecured notes. In the first quarter of 2025, the Company redeemed its $850 million 5.250% note that was due in June 2025 using cash on hand. See Note 7 for the future minimum repayments of the Company's debt obligations.
GLPI owns 97.0% of the assets of GLP Capital and conducts all of its operations through the operating partnership. Based on the amendments to Rule 3-10 of Regulation S-X that the SEC released on January 4, 2021, we note that since GLPI fully and unconditionally guarantees the debt securities of the Issuers and consolidates both Issuers, we are not required to provide separate financial statements for the Issuers and GLPI since they are consolidated into GLPI and the GLPI guarantee is "full and unconditional".
Furthermore, as permitted under Rule 13-01(a)(4)(vi), we excluded the summarized financial information for the Issuers because the assets, liabilities and results of operations of the Issuers and GLPI are not materially different than the corresponding amounts in GLPI's consolidated financial statements and we believe such summarized financial information would be repetitive and would not provide incremental value to investors.
Distribution Requirements
We generally must distribute annually at least 90% of our REIT taxable income, determined without regard to the dividends paid deduction and excluding any net capital gains, in order to qualify to be taxed as a REIT (assuming that certain other requirements are also satisfied) so that U.S. federal corporate income tax does not apply to earnings that we distribute. Such distributions generally can be made with cash and/or a combination of cash and Company common stock if certain requirements are met. To the extent that we satisfy this distribution requirement and qualify for taxation as a REIT but distribute less than 100% of our REIT taxable income, determined without regard to the dividends paid deduction and including any net capital gains, we will be subject to U.S. federal corporate income tax on our undistributed net taxable income. In addition, we will be subject to a 4% nondeductible excise tax if the actual amount that we distribute to our shareholders in a calendar year is less than a minimum amount specified under U.S. federal income tax laws. We intend to make distributions to our shareholders to comply with the REIT requirements of the Code. To the extent any of the Company's taxable income was not previously distributed, the Company will make a dividend declaration pursuant to Section 858(a)(1) of the Code, allowing the Company to treat certain dividends that are to be distributed after the close of a taxable year as having been paid during the taxable year.
Outlook
Based on our current level of operations and anticipated earnings, we believe that cash generated from operations and cash on hand, together with amounts available under our Amended Credit Agreement and our ability to raise proceeds from equity offerings (including the Company's 2025 ATM Program) and debt offerings, will be adequate to meet our anticipated debt service requirements (including the maturity of the $975 million senior unsecured note due in April 2026), funding commitments, capital expenditures, working capital needs and dividend requirements for the next twelve months and beyond.
During the three months ended June 30, 2025, the Company entered into a new $1.25 billion ATM program (the "2025 ATM Program"). As of June 30, 2025, the Company had $1.25 billion remaining for issuance under the 2025 ATM Program. See Note 12 for further discussion. During the three months ended June 30, 2025, pursuant to its $1 billion "at the market" equity offering program that commenced in December 2022 (the "2022 ATM Program"), the Company settled a forward sale agreement and issued 8,170,387 shares for a net sales price of $404.0 million inclusive of certain contractual adjustments. In connection with the 2025 ATM Program, the 2022 ATM Program was terminated.
We expect the majority of our future growth to come from funding commitments to our tenants and acquisitions of gaming and other properties to lease to third parties. If we consummate significant transactions in the future, our cash requirements may increase significantly and we would likely need to raise additional proceeds through a combination of either common equity (including under our 2025 ATM Program), issuance of additional OP Units, and/or debt offerings. Our future operating performance and our ability to service or refinance our debt will be subject to future economic conditions and to financial, business and other factors, many of which are beyond our control. See "Risk Factors-Risks Related to Our Capital Structure" in the Company's Annual Report on Form 10-K for the year ended December 31, 2024, for a discussion of the risk related to our capital structure.
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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 $6,957.7 million at June 30, 2025. Furthermore, $6,025.0 million of our obligations at June 30, 2025 are the senior unsecured notes that have fixed interest rates with maturity dates ranging from April 15, 2026 to September 15, 2054. 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. See Note 12 for additional discussion related to the Company's outstanding derivatives.
The table below provides information at June 30, 2025 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, 2025.
| 07/01/25- 12/31/25 | 1/01/26- 12/31/26 | 1/01/27- 12/31/27 | 1/01/28- 12/31/28 | 1/01/29- 12/31/29 | Thereafter | Total | Fair Value at 6/30/2025 | ||||||||||||||||||||||||||||||||||||||||
| (in thousands) | |||||||||||||||||||||||||||||||||||||||||||||||
| Long-term debt: | |||||||||||||||||||||||||||||||||||||||||||||||
| Fixed rate | $ | — | $ | 975,000 | $ | — | $ | 500,000 | $ | 750,000 | $ | 3,800,000 | $ | 6,025,000 | $ | 5,903,141 | |||||||||||||||||||||||||||||||
| Average interest rate | —% | 5.38% | —% | 5.75% | 5.30% | 4.71% | |||||||||||||||||||||||||||||||||||||||||
| Variable rate | $ | — | $ | — | $ | 600,000 | $ | 332,455 | $ | — | $ | — | $ | 932,455 | $ | 932,455 | |||||||||||||||||||||||||||||||
Average interest rate (1) | — | —% | 4.43% | 4.66% | —% | 0 | |||||||||||||||||||||||||||||||||||||||||
(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, 2025, 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, 2025 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 have been 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, 2025.
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 16, 2025 , Steven Ladany , the Company's Senior Vice President and Chief Development Officer , amended his previously reported pre-arranged written stock sale plan in accordance with Rule 10b5-1 (as amended, the “Ladany Rule 10b5-1 Plan”) under the Exchange Act for the sale of shares of the Company’s common stock. The Ladany 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 Ladany 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 December 31, 2025 and January 30, 2026 . The aggregate number of shares of common stock that will be available for sale under the Ladany 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 88,000 .
The Ladany Rule 10b5-1 Plan includes a representation from Mr. Ladany 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 Ladany 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 Ladany 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 Ladany 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. Ladany was unaware, or with respect to any material nonpublic information acquired by Mr. Ladany or the Company after the date of the representation.
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On May 8, 2025 , 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, 2026 and December 31, 2026 . 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 90,000 .
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.
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ITEM 6. EXHIBITS
\
| Exhibit | Description of Exhibit | |||||||
| 3.1 | Amended and Restated Articles of Incorporation of Gaming and Leisure Properties, Inc. (Incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K filed on June 15, 2018). | |||||||
| 3.2 | Second Amended and Restated Bylaws of Gaming and Leisure Properties, Inc. (Incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K filed on December 13, 2023). | |||||||
| 10.1 * | Gaming and Leisure Properties, Inc. Amended and Restated 2013 Long-Term Incentive Compensation Plan | |||||||
| 22.1 * | List of Subsidiary Issuers of Guaranteed Securities | |||||||
| 31.1* | Principal Executive Officer Certification pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934. | |||||||
| 31.2* | Principal Financial Officer Certification pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934. | |||||||
| 32.1** | Principal Executive Officer Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |||||||
| 32.2** | Principal Financial Officer Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2022. | |||||||
| 101 | The following financial information from Gaming and Leisure Properties, Inc.'s Quarterly Report on Form 10-Q for the quarter ended June 30, 2025, 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, 2025, 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 24, 2025 | By: | /s/ DESIREE A. BURKE | ||||||
| Desiree A. Burke | ||||||||
| Chief Financial Officer and Treasurer | ||||||||
| (Principal Financial Officer) | ||||||||
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Gaming And Leisu
NASDAQ:GLPI
GLPI Rankings
GLPI Latest News
Jul 24, 2025
Gaming and Leisure Properties Reports Second Quarter 2025 Results and Updates 2025 Full Year Guidance
Jul 3, 2025
Gaming and Leisure Properties, Inc. Schedules Second Quarter 2025 Earnings Release and Conference Call
GLPI Latest SEC Filings
GLPI Stock Data
12.95B
263.03M
4.3%
94.4%
1.49%
REIT - Specialty
Real Estate Investment Trusts
United States
WYOMISSING