Supplementary Condensed Consolidating Financial Information of Parent Guarantor and Subsidiary Issuers | Supplementary Condensed Consolidating Financial Information of Parent Guarantor and Subsidiary Issuers GLPI guarantees the Notes issued by its subsidiaries, GLP Capital, L.P. and GLP Financing II, Inc. Each of the subsidiary issuers is 100% owned by GLPI. The guarantees of GLPI are full and unconditional. GLPI is not subject to any material or significant restrictions on its ability to obtain funds from its subsidiaries by dividend or loan or to transfer assets from such subsidiaries, except as provided by applicable law. No subsidiaries of GLPI guarantee the Notes. Summarized financial information as of March 31, 2015 and December 31, 2014 and for the three months ended March 31, 2015 and 2014 for GLPI as the parent guarantor, for GLP Capital, L.P. and GLP Financing II, Inc. as the subsidiary issuers and the other subsidiary non-issuers is presented below. In preparation for the Company's potential use of an UPREIT structure, on January 1, 2015, all employees and associated assets and liabilities were transferred from GLPI to GLP Capital, L.P. As discussed in Note 2, this financial information has been restated to correct the Company's revenue recognition of percentage rents under the Master Lease with Penn National Gaming, Inc. At March 31, 2015 Parent Guarantor Subsidiary Issuers Other Subsidiary Non-Issuers Eliminations Consolidated (in thousands) Assets Real estate investments, net $ — $ 2,019,952 $ 137,051 $ — $ 2,157,003 Property and equipment, used in operations, net — 24,775 111,758 — 136,533 Cash and cash equivalents — 20,020 25,347 — 45,367 Prepaid expenses — 4,408 3,060 — 7,468 Deferred tax assets, current — — 1,568 — 1,568 Other current assets — 44,115 3,529 — 47,644 Goodwill — — 75,521 — 75,521 Other intangible assets — — 9,577 — 9,577 Debt issuance costs, net of accumulated amortization of $11,347 at March 31, 2015 — 37,106 — — 37,106 Loan receivable — — 33,463 — 33,463 Intercompany loan receivable — 193,595 — (193,595 ) — Intercompany transactions and investment in subsidiaries (191,050 ) 194,180 19,860 (22,990 ) — Deferred tax assets, non-current — — 808 — 808 Other assets — 292 127 — 419 Total assets $ (191,050 ) $ 2,538,443 $ 421,669 $ (216,585 ) $ 2,552,477 Liabilities Accounts payable $ — $ 2,636 $ 665 $ — $ 3,301 Accrued expenses — 1,041 4,715 — 5,756 Accrued interest — 42,431 — — 42,431 Accrued salaries and wages — 4,283 2,104 — 6,387 Gaming, property, and other taxes — 21,548 3,584 — 25,132 Income taxes — 682 890 — 1,572 Current maturities of long-term debt — 99 — — 99 Other current liabilities — 14,901 1,336 — 16,237 Long-term debt, net of current maturities — 2,576,364 — — 2,576,364 Intercompany loan payable — — 193,595 (193,595 ) — Deferred rental revenue — 65,510 — — 65,510 Deferred tax liabilities, non-current — — 738 — 738 Total liabilities — 2,729,495 207,627 (193,595 ) 2,743,527 Shareholders’ (deficit) equity Preferred stock ($.01 par value, 50,000,000 shares authorized, no shares issued or outstanding at March 31, 2015) — — — — — Common stock ($.01 par value, 500,000,000 shares authorized, 114,213,335 shares issued at March 31, 2015 1,142 1,142 1,142 (2,284 ) 1,142 Additional paid-in capital 903,608 903,608 1,056,445 (1,960,053 ) 903,608 Retained (deficit) earnings (1,095,800 ) (1,095,802 ) (843,545 ) 1,939,347 (1,095,800 ) Total shareholders’ (deficit) equity (191,050 ) (191,052 ) 214,042 (22,990 ) (191,050 ) Total liabilities and shareholders’ (deficit) equity $ (191,050 ) $ 2,538,443 $ 421,669 $ (216,585 ) $ 2,552,477 Three months ended March 31, 2015 Parent Guarantor Subsidiary Issuers Other Subsidiary Non-Issuers Eliminations Consolidated (in thousands) Revenues Rental $ — $ 94,048 $ 3,500 $ — $ 97,548 Real estate taxes paid by tenants — 12,827 523 — 13,350 Total rental revenue — 106,875 4,023 — 110,898 Gaming — — 36,379 — 36,379 Food, beverage and other — — 2,815 — 2,815 Total revenues — 106,875 43,217 — 150,092 Less promotional allowances — — (1,387 ) — (1,387 ) Net revenues — 106,875 41,830 — 148,705 Operating expenses Gaming — — 19,016 — 19,016 Food, beverage and other — — 2,184 — 2,184 Real estate taxes — 12,827 928 — 13,755 General and administrative — 15,556 5,983 — 21,539 Depreciation — 23,632 3,779 — 27,411 Total operating expenses — 52,015 31,890 — 83,905 Income from operations — 54,860 9,940 — 64,800 Other income (expenses) Interest expense — (29,562 ) — — (29,562 ) Interest income — 10 585 — 595 Intercompany dividends and interest — 10,086 400 (10,486 ) — Total other expenses — (19,466 ) 985 (10,486 ) (28,967 ) Income before income taxes — 35,394 10,925 (10,486 ) 35,833 Income tax expense — 810 1,892 — 2,702 Net income $ — $ 34,584 $ 9,033 $ (10,486 ) $ 33,131 Three months ended March 31, 2015 Parent Guarantor Subsidiary Issuers Other Subsidiary Non-Issuers Eliminations Consolidated (in thousands) Operating activities Net income $ — $ 34,584 $ 9,033 $ (10,486 ) $ 33,131 Adjustments to reconcile net income to net cash provided by (used in) operating activities: Depreciation — 23,632 3,779 — 27,411 Amortization of debt issuance costs — 2,020 — — 2,020 Losses on dispositions of property — — 1 — 1 Deferred income taxes — — (386 ) — (386 ) Stock-based compensation — 4,394 — — 4,394 Straight-line rent adjustments — 13,956 — — 13,956 (Increase) decrease, Prepaid expenses and other current assets — (593 ) 1,431 — 838 Other assets — — — — — Intercompany — 2,365 (2,365 ) — — (Decrease) increase, Accounts payable — (1,800 ) 455 — (1,345 ) Accrued expenses — 408 7 — 415 Accrued interest — 24,903 — — 24,903 Accrued salaries and wages — (5,730 ) (464 ) — (6,194 ) Gaming, pari-mutuel, property and other taxes — (613 ) 207 — (406 ) Income taxes — 847 725 — 1,572 Other current and non-current liabilities — 532 (83 ) — 449 Net cash provided by (used in) operating activities — 98,905 12,340 (10,486 ) 100,759 Investing activities Capital project expenditures, net of reimbursements — (609 ) (5,031 ) — (5,640 ) Capital maintenance expenditures — — (951 ) — (951 ) Proceeds from sale of property and equipment — — 5 — 5 Funding of loan receivable — — — — — Principal payments on loan receivable — — 538 — 538 Acquisition of real estate — — — — — Other investing activities — (36 ) — — (36 ) Net cash used in investing activities — (645 ) (5,439 ) — (6,084 ) Financing activities Dividends paid (62,651 ) — — — (62,651 ) Proceeds from exercise of options 10,394 — — — 10,394 Proceeds from issuance of long-term debt — — — — — Financing costs — — — — — Payments of long-term debt — (33,024 ) — — (33,024 ) Intercompany financing 49,614 (49,666 ) (10,434 ) 10,486 — Net cash (used in) provided by financing activities (2,643 ) (82,690 ) (10,434 ) 10,486 (85,281 ) Net (decrease) increase in cash and cash equivalents (2,643 ) 15,570 (3,533 ) — 9,394 Cash and cash equivalents at beginning of period 2,643 4,450 28,880 — 35,973 Cash and cash equivalents at end of period $ — $ 20,020 $ 25,347 $ — $ 45,367 At December 31, 2014 Parent Guarantor Subsidiary Issuers Other Subsidiary Non-Issuers Eliminations Consolidated (in thousands) Assets Real estate investments, net $ — $ 2,042,311 $ 137,813 $ — $ 2,180,124 Property and equipment, used in operations, net 25,228 — 108,800 — 134,028 Cash and cash equivalents 2,643 4,450 28,880 — 35,973 Prepaid expenses 1,096 2,196 3,110 1,498 7,900 Deferred tax assets, current — — 2,015 — 2,015 Other current assets 14,947 27,417 2,890 — 45,254 Goodwill — — 75,521 — 75,521 Other intangible assets — — 9,577 — 9,577 Debt issuance costs, net of accumulated amortization of $9,327 at December 31, 2014 — 39,126 — — 39,126 Loan receivable — — 34,000 — 34,000 Intercompany loan receivable — 193,595 — (193,595 ) — Intercompany transactions and investment in subsidiaries (190,541 ) 195,092 13,701 (18,252 ) — Deferred tax assets, non-current — — 679 — 679 Other assets 256 — 127 — 383 Total assets $ (146,371 ) $ 2,504,187 $ 417,113 $ (210,349 ) $ 2,564,580 Liabilities Accounts payable $ 4,011 $ 188 $ 210 $ — $ 4,409 Accrued expenses 514 119 4,706 — 5,339 Accrued interest — 17,528 — — 17,528 Accrued salaries and wages 10,013 — 2,568 — 12,581 Gaming, property, and other taxes 1,012 18,874 2,855 — 22,741 Income taxes — (165 ) (1,333 ) 1,498 — Current maturities of long-term debt — 81 — — 81 Other current liabilities 14,369 — 1,419 — 15,788 Long-term debt, net of current maturities — 2,609,406 — — 2,609,406 Intercompany loan payable — — 193,595 (193,595 ) — Deferred rental revenue — 51,554 — — 51,554 Deferred tax liabilities, non-current — — 1,443 — 1,443 Total liabilities 29,919 2,697,585 205,463 (192,097 ) 2,740,870 Shareholders’ (deficit) equity Preferred stock ($.01 par value, 50,000,000 shares authorized, no shares issued or outstanding at December 31, 2014) — — — — — Common stock ($.01 par value, 500,000,000 shares authorized, 112,981,088 shares issued at December 31, 2014 1,130 — — — 1,130 Additional paid-in capital 888,860 139,811 292,547 (432,358 ) 888,860 Retained (deficit) earnings (1,066,280 ) (333,209 ) (80,897 ) 414,106 (1,066,280 ) Total shareholders’ (deficit) equity (176,290 ) (193,398 ) 211,650 (18,252 ) (176,290 ) Total liabilities and shareholders’ (deficit) equity $ (146,371 ) $ 2,504,187 $ 417,113 $ (210,349 ) $ 2,564,580 Three months ended March 31, 2014 Parent Guarantor Subsidiary Issuers Other Subsidiary Non- Issuers Eliminations Consolidated (in thousands) Revenues Rental $ — $ 93,426 $ 2,672 $ — $ 96,098 Real estate taxes paid by tenants — 11,629 369 — 11,998 Total rental revenue — 105,055 3,041 — 108,096 Gaming — — 38,755 — 38,755 Food, beverage and other — — 2,831 — 2,831 Total revenues — 105,055 44,627 — 149,682 Less promotional allowances — — (1,370 ) — (1,370 ) Net revenues — 105,055 43,257 — 148,312 Operating expenses Gaming — — 21,562 — 21,562 Food, beverage and other — — 2,546 — 2,546 Real estate taxes — 11,629 794 — 12,423 General and administrative 14,084 718 6,139 — 20,941 Depreciation 439 22,283 3,800 — 26,522 Total operating expenses 14,523 34,630 34,841 — 83,994 Income from operations (14,523 ) 70,425 8,416 — 64,318 Other income (expenses) Interest expense — (28,974 ) — — (28,974 ) Interest income — — 546 — 546 Intercompany dividends and interest 275,012 8,986 277,004 (561,002 ) — Total other expenses 275,012 (19,988 ) 277,550 (561,002 ) (28,428 ) Income before income taxes 260,489 50,437 285,966 (561,002 ) 35,890 Income tax expense — — 1,594 — 1,594 Net income $ 260,489 $ 50,437 $ 284,372 $ (561,002 ) $ 34,296 Three months ended March 31, 2014 Parent Guarantor Subsidiary Issuers Other Subsidiary Non-Issuers Eliminations Consolidated (in thousands) Operating activities Net income $ 260,489 $ 50,437 $ 284,372 $ (561,002 ) $ 34,296 Adjustments to reconcile net income to net cash provided by (used in) operating activities: Depreciation 439 22,283 3,800 — 26,522 Amortization of debt issuance costs — 2,007 — — 2,007 Losses on dispositions of property — — 158 — 158 Deferred income taxes — — (898 ) — (898 ) Stock-based compensation 1,951 — — — 1,951 Straight-line rent adjustments — 10,016 — — 10,016 Decrease (increase), Prepaid expenses and other current assets 1,028 (3,392 ) (2,837 ) — (5,201 ) Other assets (249 ) — (24 ) — (273 ) Intercompany (2,455 ) (2,601 ) 5,056 — — Increase (decrease), 0 0 0 Accounts payable 3,322 (3,154 ) (125 ) — 43 Accrued expenses (7,526 ) 160 578 — (6,788 ) Accrued interest — 24,814 — — 24,814 Accrued salaries and wages (1,625 ) — (577 ) — (2,202 ) Gaming, pari-mutuel, property and other taxes 11 2,060 2,904 — 4,975 Income taxes (11,511 ) — 144 — (11,367 ) Other current and non-current liabilities 448 — 1,226 — 1,674 Net cash provided by (used in) operating activities 244,322 102,630 293,777 (561,002 ) 79,727 Investing activities Capital project expenditures, net of reimbursements (1,533 ) (22,469 ) — — (24,002 ) Capital maintenance expenditures — — (871 ) — (871 ) Proceeds from sale of property and equipment — — — — — Increase in cash in escrow — (3,356 ) — — (3,356 ) Funding of loan receivable — — (43,000 ) — (43,000 ) Principal payments on loan receivable — — 2,000 — 2,000 Acquisition of real estate — — (140,730 ) — (140,730 ) Net cash used in investing activities (1,533 ) (25,825 ) (182,601 ) — (209,959 ) Financing activities Dividends paid (270,040 ) — — — (270,040 ) Proceeds from exercise of options 13,321 — — — 13,321 Proceeds from issuance of long-term debt — 182,008 — — 182,008 Financing costs — — — — — Payments of long-term debt — (32,000 ) — — (32,000 ) Intercompany financing (27,072 ) (431,720 ) (102,210 ) 561,002 — Net cash (used in) provided by financing activities (283,791 ) (281,712 ) (102,210 ) 561,002 (106,711 ) Net (decrease) increase in cash and cash equivalents (41,002 ) (204,907 ) 8,966 — (236,943 ) Cash and cash equivalents at beginning of period 42,801 221,095 21,325 $ — 285,221 Cash and cash equivalents at end of period $ 1,799 $ 16,188 $ 30,291 $ — $ 48,278 |