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 June 30, 2019 and December 31, 2018 and statements of income and cash flows for the three and six months ended June 30, 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 June 30, 2019 Parent Guarantor Subsidiary Issuers Other Subsidiary Non-Issuers Eliminations Consolidated (in thousands) Assets Real estate investments, net $ — $ 2,570,516 $ 4,639,512 $ — $ 7,210,028 Property and equipment, used in operations, net — 17,583 79,636 — 97,219 Mortgage loans receivable — 246,000 57,684 — 303,684 Right-of-use assets and land rights, net — 200,793 662,134 — 862,927 Cash and cash equivalents — 3,229 21,510 — 24,739 Prepaid expenses — 1,820 762 361 2,943 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 2,158,687 5,156,092 2,587,975 (9,902,754 ) — Deferred tax assets — — 5,721 — 5,721 Other assets — 28,834 2,125 — 30,959 Total assets $ 2,158,687 $ 8,418,462 $ 8,082,703 $ (10,095,988 ) $ 8,563,864 Liabilities Accounts payable $ — $ 119 $ 52 $ — $ 171 Accrued expenses — 1,016 5,762 — 6,778 Accrued interest — 53,340 — — 53,340 Accrued salaries and wages — 6,187 1,933 — 8,120 Gaming, property, and other taxes — 287 679 — 966 Income taxes — (73 ) (288 ) 361 — Lease liabilities — 107,611 94,487 — 202,098 Long-term debt, net of unamortized debt issuance costs, bond premiums and original issuance discounts — 5,796,990 — — 5,796,990 Intercompany loan payable — — 193,595 (193,595 ) — Deferred rental revenue — 270,511 40,687 — 311,198 Deferred tax liabilities — — 233 233 Other liabilities — 23,787 1,496 — 25,283 Total liabilities — 6,259,775 338,636 (193,234 ) 6,405,177 Shareholders’ equity (deficit) Preferred stock ($.01 par value, 50,000,000 shares authorized, no shares issued or outstanding at June 30, 2019) — — — — — Common stock ($.01 par value, 500,000,000 shares authorized, 214,673,135 shares issued and outstanding at June 30, 2019) 2,147 2,147 2,147 (4,294 ) 2,147 Additional paid-in capital 3,951,949 3,951,950 9,832,276 (13,784,226 ) 3,951,949 Retained accumulated (deficit) earnings (1,795,409 ) (1,795,410 ) (2,090,356 ) 3,885,766 (1,795,409 ) Total shareholders’ equity (deficit) 2,158,687 2,158,687 7,744,067 (9,902,754 ) 2,158,687 Total liabilities and shareholders’ equity (deficit) $ 2,158,687 $ 8,418,462 $ 8,082,703 $ (10,095,988 ) $ 8,563,864 Three months ended June 30, 2019 Parent Guarantor Subsidiary Issuers Other Subsidiary Non-Issuers Eliminations Consolidated (in thousands) Revenues Rental income $ — $ 138,135 $ 110,428 $ — $ 248,563 Interest income from mortgaged real estate — 5,590 1,611 — 7,201 Total income from real estate — 143,725 112,039 — 255,764 Gaming, food, beverage and other — — 33,249 — 33,249 Total revenues — 143,725 145,288 — 289,013 Operating expenses Gaming, food, beverage and other — — 19,168 — 19,168 Land rights and ground lease expense — 10,770 4,459 — 15,229 General and administrative — 10,335 5,649 — 15,984 Depreciation — 38,911 28,954 — 67,865 Total operating expenses — 60,016 58,230 — 118,246 Income from operations — 83,709 87,058 — 170,767 Other income (expenses) Interest expense — (76,523 ) — — (76,523 ) Interest income — 248 — — 248 Intercompany dividends and interest — 128,514 4,999 (133,513 ) — Total other income (expenses) — 52,239 4,999 (133,513 ) (76,275 ) Income (loss) before income taxes — 135,948 92,057 (133,513 ) 94,492 Income tax expense — 196 1,263 — 1,459 Net income (loss) $ — $ 135,752 $ 90,794 $ (133,513 ) $ 93,033 Six months ended June 30, 2019 Parent Guarantor Subsidiary Issuers Other Subsidiary Non-Issuers Eliminations Consolidated (in thousands) Revenues Rental income $ — $ 276,388 $ 219,853 $ — $ 496,241 Interest income from mortgage real estate — 11,181 3,213 — 14,394 Total income from real estate — 287,569 223,066 — 510,635 Gaming, food, beverage and other — — 66,242 — 66,242 Total revenues — 287,569 289,308 — 576,877 Operating expenses Gaming, food, beverage and other — — 38,190 — 38,190 Land rights and ground lease expense — 15,494 8,984 — 24,478 General and administrative — 21,847 11,377 — 33,224 Depreciation — 67,698 58,745 — 126,443 Loan impairment charges — — 13,000 — 13,000 Total operating expenses — 105,039 130,296 — 235,335 Income from operations — 182,530 159,012 — 341,542 Other income (expenses) Interest expense — (153,251 ) — — (153,251 ) Interest income — 337 — — 337 Intercompany dividends and interest — 247,908 3,428 (251,336 ) — Total other income (expenses) — 94,994 3,428 (251,336 ) (152,914 ) Income (loss) before income taxes — 277,524 162,440 (251,336 ) 188,628 Income tax expense — 265 2,320 — 2,585 Net income (loss) $ — $ 277,259 $ 160,120 $ (251,336 ) $ 186,043 Six months ended June 30, 2019 Parent Guarantor Subsidiary Issuers Other Subsidiary Non-Issuers Eliminations Consolidated (in thousands) Operating activities Net income (loss) $ — $ 277,259 $ 160,120 $ (251,336 ) $ 186,043 Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: Depreciation and amortization — 75,572 63,367 — 138,939 Amortization of debt issuance costs, bond premiums and original issuance discounts — 5,790 — — 5,790 Losses on dispositions of property — 7 6 — 13 Deferred income taxes — — (466 ) — (466 ) Stock-based compensation — 8,508 — — 8,508 Straight-line rent adjustments — 1,326 15,961 — 17,287 Loan impairment charges — — 13,000 — 13,000 (Increase) decrease, Prepaid expenses and other assets — (2,999 ) 37 650 (2,312 ) Intercompany — (79 ) 79 — — Increase (decrease), Accounts payable — (2,350 ) 10 — (2,340 ) Accrued expenses — 478 827 — 1,305 Accrued interest — 8,079 — — 8,079 Accrued salaries and wages — (8,441 ) (449 ) — (8,890 ) Gaming, property and other taxes — (142 ) 44 — (98 ) Income taxes — (71 ) 721 (650 ) — Other liabilities — (749 ) (28 ) — (777 ) Net cash provided by (used in) operating activities — 362,188 253,229 (251,336 ) 364,081 Investing activities Capital maintenance expenditures — (4 ) (1,543 ) — (1,547 ) Proceeds from sale of property and equipment — 182 8 — 190 Net cash provided by (used in) investing activities — 178 (1,535 ) — (1,357 ) Financing activities Dividends paid (292,414 ) — — — (292,414 ) Taxes paid related to shares withheld for tax purposes on restricted stock award vestings, net of proceeds from exercise of options (9,057 ) — — — (9,057 ) Proceeds from issuance of long-term debt — 155,000 — — 155,000 Financing costs — (236 ) — — (236 ) Repayments of long-term debt — (217,061 ) — — (217,061 ) Intercompany financing 301,471 (301,472 ) (251,335 ) 251,336 — Net cash (used in) provided by financing activities — (363,769 ) (251,335 ) 251,336 (363,768 ) Net (decrease) increase in cash and cash equivalents — (1,403 ) 359 — (1,044 ) Cash and cash equivalents at beginning of period — 4,632 21,151 — 25,783 Cash and cash equivalents at end of period $ — $ 3,229 $ 21,510 $ — $ 24,739 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 June 30, 2018 Parent Guarantor Subsidiary Issuers Other Subsidiary Non- Issuers Eliminations Consolidated (in thousands) Revenues Rental income $ — $ 101,767 $ 68,098 $ — $ 169,865 Income from direct financing lease — — 26,984 — 26,984 Real estate taxes paid by tenants — 11,176 10,307 — 21,483 Total income from real estate — 112,943 105,389 — 218,332 Gaming, food, beverage and other — — 35,889 — 35,889 Total revenues — 112,943 141,278 — 254,221 Operating expenses Gaming, food, beverage and other — — 20,407 — 20,407 Real estate taxes — 11,195 10,605 — 21,800 Land rights and ground lease expense — 1,929 4,515 — 6,444 General and administrative — 19,016 5,790 — 24,806 Depreciation — 23,190 4,333 — 27,523 Total operating expenses — 55,330 45,650 — 100,980 Income from operations — 57,613 95,628 — 153,241 Other income (expenses) Interest expense — (57,055 ) — — (57,055 ) Interest income — 404 487 — 891 Losses on debt extinguishment — (3,473 ) — — (3,473 ) Intercompany dividends and interest — 109,988 4,898 (114,886 ) — Total other income (expenses) — 49,864 5,385 (114,886 ) (59,637 ) Income (loss) before income taxes — 107,477 101,013 (114,886 ) 93,604 Income tax expense — 228 1,378 — 1,606 Net income (loss) $ — $ 107,249 $ 99,635 $ (114,886 ) $ 91,998 Six months ended June 30, 2018 Parent Guarantor Subsidiary Issuers Other Subsidiary Non- Issuers Eliminations Consolidated (in thousands) Revenues Rental income $ — $ 203,587 $ 135,683 $ — $ 339,270 Income from direct financing lease — — 45,605 — 45,605 Real estate taxes paid by tenants — 22,076 20,685 — 42,761 Total income from real estate — 225,663 201,973 — 427,636 Gaming, food, beverage and other — — 70,635 — 70,635 Total revenues — 225,663 272,608 — 498,271 Operating expenses Gaming, food, beverage and other — — 40,065 — 40,065 Real estate taxes — 22,114 21,281 — 43,395 Land rights and ground lease expense — 3,948 9,028 — 12,976 General and administrative — 29,937 11,329 — 41,266 Depreciation — 46,791 8,686 — 55,477 Total operating expenses — 102,790 90,389 — 193,179 Income from operations — 122,873 182,219 — 305,092 Other income (expenses) Interest expense — (111,123 ) — — (111,123 ) Interest income — 404 968 — 1,372 Losses on debt extinguishment — (3,473 ) — — (3,473 ) Intercompany dividends and interest — 217,091 4,583 (221,674 ) — Total other income (expenses) — 102,899 5,551 (221,674 ) (113,224 ) Income (loss) before income taxes — 225,772 187,770 (221,674 ) 191,868 Income tax expense — 399 2,699 — 3,098 Net income (loss) $ — $ 225,373 $ 185,071 $ (221,674 ) $ 188,770 Six months ended June 30, 2018 Parent Guarantor Subsidiary Issuers Other Subsidiary Non-Issuers Eliminations Consolidated (in thousands) Operating activities Net income (loss) $ — $ 225,373 $ 185,071 $ (221,674 ) $ 188,770 Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: Depreciation and amortization — 47,624 13,308 — 60,932 Amortization of debt issuance costs — 6,296 — — 6,296 Losses on dispositions of property — (9 ) 234 — 225 Deferred income taxes — — (117 ) — (117 ) Stock-based compensation — 4,603 — — 4,603 Straight-line rent adjustments — 28,655 4,578 — 33,233 Losses on debt extinguishment — 3,473 — — 3,473 (Increase) decrease, Prepaid expenses and other assets — (2,146 ) (50 ) 1,073 (1,123 ) Intercompany — 183 (183 ) — — (Decrease) increase, 0 0 0 Accounts payable — (450 ) 196 — (254 ) Accrued expenses — (39 ) 196 — 157 Accrued interest — 2,367 — — 2,367 Accrued salaries and wages — 7,544 (937 ) — 6,607 Gaming, property and other taxes — (190 ) 71 — (119 ) Income taxes — 125 948 (1,073 ) — Other liabilities — 992 (420 ) — 572 Net cash provided by (used in) operating activities — 324,401 202,895 (221,674 ) 305,622 Investing activities Capital project expenditures — (14 ) — — (14 ) Capital maintenance expenditures — (51 ) (1,933 ) — (1,984 ) Proceeds from sale of property and equipment — 210 17 — 227 Collection of principal payments on investment in direct financing lease — — 29,239 — 29,239 Net cash provided by investing activities — 145 27,323 — 27,468 Financing activities Dividends paid (269,537 ) — — — (269,537 ) Taxes paid related to shares withheld for tax purposes on restricted stock award vestings, net of proceeds from exercise of options (2,905 ) — — — (2,905 ) Proceeds from issuance of long-term debt — 1,000,000 — — 1,000,000 Financing costs — (19,745 ) — — (19,745 ) Repayments of long-term debt — (923,601 ) — — (923,601 ) Premium and related costs paid on tender of senior unsecured notes — (1,884 ) — — (1,884 ) Intercompany financing 272,442 (272,444 ) (221,672 ) 221,674 — Net cash (used in) provided by financing activities — (217,674 ) (221,672 ) 221,674 (217,672 ) Net increase in cash and cash equivalents — 106,872 8,546 — 115,418 Cash and cash equivalents at beginning of period — 6,734 22,320 — 29,054 Cash and cash equivalents at end of period $ — $ 113,606 $ 30,866 $ — $ 144,472 |