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 Senior 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. None of GLPI's other subsidiaries guarantee the Senior Notes. Summarized balance sheets as of March 31, 2019 and December 31, 2018 and statements of income and cash flows for the three months ended March 31, 2019 and 2018 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. At March 31, 2019 Parent Guarantor Subsidiary Issuers Other Subsidiary Non-Issuers Eliminations Consolidated (in thousands) Assets Real estate investments, net $ — $ 2,608,928 $ 4,666,668 $ — $ 7,275,596 Property and equipment, used in operations, net — 18,080 80,433 — 98,513 Mortgage loans receivable — 246,000 57,684 — 303,684 Right-of-use assets and land rights, net — 208,305 664,351 — 872,656 Cash and cash equivalents — 4,640 25,694 — 30,334 Prepaid expenses — 2,449 1,013 — 3,462 Goodwill — — 16,067 — 16,067 Other intangible assets — — 9,577 — 9,577 Intercompany loan receivable — 193,595 — (193,595 ) — Intercompany transactions and investment in subsidiaries 2,207,684 5,198,680 2,641,226 (10,047,590 ) — Deferred tax assets — — 5,528 — 5,528 Other assets — 29,712 1,703 — 31,415 Total assets $ 2,207,684 $ 8,510,389 $ 8,169,944 $ (10,241,185 ) $ 8,646,832 Liabilities Accounts payable $ — $ 659 $ 43 $ — $ 702 Accrued expenses — 1,084 4,867 — 5,951 Accrued interest — 98,223 — — 98,223 Accrued salaries and wages — 5,275 1,573 — 6,848 Gaming, property, and other taxes — 827 513 — 1,340 Income taxes — 67 581 — 648 Lease liabilities — 108,013 94,392 — 202,405 Long-term debt, net of unamortized debt issuance costs, bond premiums and original issuance discounts — 5,795,122 — — 5,795,122 Intercompany loan payable — — 193,595 (193,595 ) — Deferred rental revenue — 269,848 32,707 — 302,555 Deferred tax liabilities — — 258 — 258 Other liabilities — 23,587 1,509 — 25,096 Total liabilities — 6,302,705 330,038 (193,595 ) 6,439,148 Shareholders’ equity (deficit) Preferred stock ($.01 par value, 50,000,000 shares authorized, no shares issued or outstanding at March 31, 2019) — — — — — Common stock ($.01 par value, 500,000,000 shares authorized, 214,645,500 shares issued and outstanding at March 31, 2019) 2,146 2,146 2,146 (4,292 ) 2,146 Additional paid-in capital 3,947,768 3,947,770 9,828,095 (13,775,865 ) 3,947,768 Retained accumulated (deficit) earnings (1,742,230 ) (1,742,232 ) (1,990,335 ) 3,732,567 (1,742,230 ) Total shareholders’ equity (deficit) 2,207,684 2,207,684 7,839,906 (10,047,590 ) 2,207,684 Total liabilities and shareholders’ equity (deficit) $ 2,207,684 $ 8,510,389 $ 8,169,944 $ (10,241,185 ) $ 8,646,832 Three months ended March 31, 2019 Parent Guarantor Subsidiary Issuers Other Subsidiary Non-Issuers Eliminations Consolidated (in thousands) Revenues Rental income $ — $ 138,253 $ 109,425 $ — $ 247,678 Interest income from mortgage real estate — 5,590 1,603 — 7,193 Total income from real estate — 143,843 111,028 — 254,871 Gaming, food, beverage and other — — 32,993 — 32,993 Total revenues — 143,843 144,021 — 287,864 Operating expenses Gaming, food, beverage and other — — 19,022 — 19,022 Land rights and ground lease expense — 4,724 4,525 — 9,249 General and administrative — 11,512 5,728 — 17,240 Depreciation — 28,787 29,791 — 58,578 Loan impairment charges — — 13,000 — 13,000 Total operating expenses — 45,023 72,066 — 117,089 Income from operations — 98,820 71,955 — 170,775 Other income (expenses) Interest expense — (76,728 ) — — (76,728 ) Interest income — 89 — — 89 Intercompany dividends and interest — 119,394 (1,571 ) (117,823 ) — Total other income (expenses) — 42,755 (1,571 ) (117,823 ) (76,639 ) Income (loss) before income taxes — 141,575 70,384 (117,823 ) 94,136 Income tax expense — 69 1,057 — 1,126 Net income (loss) $ — $ 141,506 $ 69,327 $ (117,823 ) $ 93,010 Three months ended March 31, 2019 Parent Guarantor Subsidiary Issuers Other Subsidiary Non-Issuers Eliminations Consolidated (in thousands) Operating activities Net income (loss) $ — $ 141,506 $ 69,327 $ (117,823 ) $ 93,010 Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: Depreciation and amortization — 29,566 32,102 — 61,668 Amortization of debt issuance costs, bond premiums and original issuance discounts — 2,891 — — 2,891 Losses on dispositions of property — 7 — — 7 Deferred income taxes — — (248 ) — (248 ) Stock-based compensation — 4,325 — — 4,325 Straight-line rent adjustments — 663 7,981 — 8,644 Loan impairment charges — — 13,000 — 13,000 (Increase) decrease, Prepaid expenses and other assets — (4,240 ) (117 ) 1,011 (3,346 ) Intercompany — 52 (52 ) — — Increase (decrease), Accounts payable — (1,810 ) 1 — (1,809 ) Accrued expenses — 264 257 — 521 Accrued interest — 52,962 — — 52,962 Accrued salaries and wages — (9,353 ) (809 ) — (10,162 ) Gaming, property and other taxes — 398 (122 ) — 276 Income taxes — 69 1,590 (1,011 ) 648 Other liabilities — (948 ) (16 ) — (964 ) Net cash provided by (used in) operating activities — 216,352 122,894 (117,823 ) 221,423 Investing activities Capital maintenance expenditures — (2 ) (528 ) — (530 ) Proceeds from sale of property and equipment — 182 — — 182 Net cash provided by (used in) investing activities — 180 (528 ) — (348 ) Financing activities Dividends paid (146,202 ) — — — (146,202 ) Taxes paid related to shares withheld for tax purposes on restricted stock award vestings, net of proceeds from exercise of options (9,056 ) — — — (9,056 ) Proceeds from issuance of long-term debt — 62,000 — — 62,000 Financing costs — (236 ) — — (236 ) Repayments of long-term debt — (123,030 ) — — (123,030 ) Intercompany financing 155,258 (155,258 ) (117,823 ) 117,823 — Net cash (used in) provided by financing activities — (216,524 ) (117,823 ) 117,823 (216,524 ) Net increase in cash and cash equivalents — 8 4,543 — 4,551 Cash and cash equivalents at beginning of period — 4,632 21,151 — 25,783 Cash and cash equivalents at end of period $ — $ 4,640 $ 25,694 $ — $ 30,334 At December 31, 2018 Parent Guarantor Subsidiary Issuers Other Subsidiary Non-Issuers Eliminations Consolidated (in thousands) Assets Real estate investments, net $ — $ 2,637,404 $ 4,694,056 $ — $ 7,331,460 Land rights, net — 100,938 572,269 — 673,207 Property and equipment, used in operations, net — 18,577 82,307 — 100,884 Mortgage loans receivable — 246,000 57,684 — 303,684 Cash and cash equivalents — 4,632 21,151 — 25,783 Prepaid expenses — 27,071 2,885 1,011 30,967 Goodwill — — 16,067 — 16,067 Other intangible assets — — 9,577 — 9,577 Loan receivable — — 13,000 — 13,000 Intercompany loan receivable — 193,595 — (193,595 ) — Intercompany transactions and investment in subsidiaries 2,265,607 5,247,229 2,697,241 (10,210,077 ) — Deferred tax assets — — 5,178 — 5,178 Other assets — 47,378 20,108 — 67,486 Total assets $ 2,265,607 $ 8,522,824 $ 8,191,523 $ (10,402,661 ) $ 8,577,293 Liabilities Accounts payable $ — $ 2,469 $ 42 $ — $ 2,511 Accrued expenses — 23,587 6,710 — 30,297 Accrued interest — 45,261 — — 45,261 Accrued salaries and wages — 14,628 2,382 — 17,010 Gaming, property, and other taxes — 24,055 18,824 — 42,879 Income taxes — (2 ) (1,009 ) 1,011 — Long-term debt, net of unamortized debt issuance costs, bond premiums and original issuance discounts — 5,853,497 — — 5,853,497 Intercompany loan payable — — 193,595 (193,595 ) — Deferred rental revenue — 269,185 24,726 — 293,911 Deferred tax liabilities — — 261 — 261 Other liabilities — 24,536 1,523 — 26,059 Total liabilities — 6,257,216 247,054 (192,584 ) 6,311,686 Shareholders’ equity (deficit) Preferred stock ($.01 par value, 50,000,000 shares authorized, no shares issued or outstanding at December 31, 2018) — — — — — Common stock ($.01 par value, 500,000,000 shares authorized, 214,211,932 shares issued and outstanding at December 31, 2018) 2,142 2,142 2,142 (4,284 ) 2,142 Additional paid-in capital 3,952,503 3,952,506 9,832,830 (13,785,336 ) 3,952,503 Retained accumulated (deficit) earnings (1,689,038 ) (1,689,040 ) (1,890,503 ) 3,579,543 (1,689,038 ) Total shareholders’ equity (deficit) 2,265,607 2,265,608 7,944,469 (10,210,077 ) 2,265,607 Total liabilities and shareholders’ equity (deficit) $ 2,265,607 $ 8,522,824 $ 8,191,523 $ (10,402,661 ) $ 8,577,293 Three months ended March 31, 2018 Parent Guarantor Subsidiary Issuers Other Subsidiary Non- Issuers Eliminations Consolidated (in thousands) Revenues Rental income $ — $ 101,820 $ 67,585 $ — $ 169,405 Income from direct financing lease — — 18,621 — 18,621 Real estate taxes paid by tenants — 10,900 10,378 — 21,278 Total income from real estate — 112,720 96,584 — 209,304 Gaming, food, beverage and other — — 34,746 — 34,746 Total revenues — 112,720 131,330 — 244,050 Operating expenses Gaming, food, beverage and other — — 19,658 — 19,658 Real estate taxes — 10,919 10,676 — 21,595 Land rights and ground lease expense — 2,019 4,513 — 6,532 General and administrative — 10,921 5,539 — 16,460 Depreciation — 23,601 4,353 — 27,954 Total operating expenses — 47,460 44,739 — 92,199 Income from operations — 65,260 86,591 — 151,851 Other income (expenses) Interest expense — (54,068 ) — — (54,068 ) Interest income — — 481 — 481 Intercompany dividends and interest — 107,103 (315 ) (106,788 ) — Total other income (expenses) — 53,035 166 (106,788 ) (53,587 ) Income (loss) before income taxes — 118,295 86,757 (106,788 ) 98,264 Income tax expense — 171 1,321 — 1,492 Net income (loss) $ — $ 118,124 $ 85,436 $ (106,788 ) $ 96,772 Three months ended March 31, 2018 Parent Guarantor Subsidiary Issuers Other Subsidiary Non-Issuers Eliminations Consolidated (in thousands) Operating activities Net income (loss) $ — $ 118,124 $ 85,436 $ (106,788 ) $ 96,772 Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: Depreciation — 24,018 6,663 — 30,681 Amortization of debt issuance costs — 3,257 — — 3,257 Deferred income taxes — — 164 — 164 Stock-based compensation — 3,987 — — 3,987 Straight-line rent adjustments — 14,328 2,289 — 16,617 (Increase) decrease, Prepaid expenses and other assets — (2,913 ) 274 1,638 (1,001 ) Intercompany — (9 ) 9 — — (Decrease) increase, 0 0 0 Accounts payable — (160 ) (65 ) — (225 ) Accrued expenses — 98 105 — 203 Accrued interest — 42,238 — — 42,238 Accrued salaries and wages — (6,408 ) (1,272 ) — (7,680 ) Gaming, property and other taxes — 124 (102 ) — 22 Income taxes — 152 1,685 (1,638 ) 199 Other liabilities — 949 (427 ) — 522 Net cash provided by (used in) operating activities — 197,785 94,759 (106,788 ) 185,756 Investing activities Capital maintenance expenditures — (48 ) (774 ) — (822 ) Collection of principal payments on investment in direct financing lease — — 18,209 — 18,209 Net cash (used in) provided by investing activities — (48 ) 17,435 — 17,387 Financing activities Dividends paid (134,717 ) — — — (134,717 ) Taxes paid related to shares withheld for tax purposes on restricted stock award vestings, net of proceeds from exercise of options (7,031 ) — — — (7,031 ) Repayments of long-term debt — (45,029 ) — — (45,029 ) Intercompany financing 141,748 (141,749 ) (106,787 ) 106,788 — Net cash (used in) provided by financing activities — (186,778 ) (106,787 ) 106,788 (186,777 ) Net increase in cash and cash equivalents — 10,959 5,407 — 16,366 Cash and cash equivalents at beginning of period — 6,734 22,320 — 29,054 Cash and cash equivalents at end of period $ — $ 17,693 $ 27,727 $ — $ 45,420 |