Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2018 | Nov. 01, 2018 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2018 | |
Document Fiscal Year Focus | 2,018 | |
Document Fiscal Period Focus | Q3 | |
Trading Symbol | MGP | |
Entity Registrant Name | MGM Growth Properties LLC | |
Entity Central Index Key | 1,656,936 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Large Accelerated Filer | |
Entity Emerging Growth Company | false | |
Entity Small Business | false | |
MGP Operating Partnership | ||
Document Information [Line Items] | ||
Entity Registrant Name | MGM Growth Properties Operating Partnership LP | |
Entity Central Index Key | 1,691,299 | |
Entity Filer Category | Non-accelerated Filer | |
Class A Shares | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 70,911,166 | |
Class B Shares | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 1 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
ASSETS | ||
Real estate investments, net | $ 9,803,410 | $ 10,021,938 |
Property and equipment, used in operations, net | 789,039 | 0 |
Cash and cash equivalents | 49,500 | 259,722 |
Tenant and other receivables, net | 12,447 | 6,385 |
Prepaid expenses and other assets | 56,395 | 18,487 |
Above market lease, asset | 43,407 | 44,588 |
Goodwill | 17,915 | 0 |
Other intangible assets, net | 252,107 | 0 |
Total assets | 11,024,220 | 10,351,120 |
Liabilities | ||
Debt, net | 4,684,717 | 3,934,628 |
Due to MGM Resorts International and affiliates | 402 | 962 |
Accounts payable, accrued expenses and other liabilities | 39,588 | 10,240 |
Above market lease, liability | 46,403 | 47,069 |
Accrued interest | 32,395 | 22,565 |
Dividend and distribution payable | 116,395 | 111,733 |
Deferred revenue | 157,725 | 127,640 |
Deferred income taxes, net | 31,392 | 28,544 |
Total liabilities | 5,109,017 | 4,283,381 |
Commitments and contingencies (Note 14) | ||
Shareholders’ equity | ||
Class A shares: no par value, 1,000,000,000 shares authorized, 70,911,166 and 70,896,795 shares issued and outstanding as of September 30, 2018 and December 31, 2017, respectively | 0 | 0 |
Additional paid-in capital | 1,711,813 | 1,716,490 |
Accumulated deficit | (137,781) | (94,948) |
Accumulated other comprehensive income | 10,404 | 3,108 |
Total Class A shareholders’ equity | 1,584,436 | 1,624,650 |
Noncontrolling interest | 4,330,767 | 4,443,089 |
Total shareholders’ equity | 5,915,203 | 6,067,739 |
Partners' capital | ||
Total liabilities and shareholders’ equity | 11,024,220 | 10,351,120 |
MGP Operating Partnership | ||
ASSETS | ||
Real estate investments, net | 9,803,410 | 10,021,938 |
Property and equipment, used in operations, net | 789,039 | 0 |
Cash and cash equivalents | 49,500 | 259,722 |
Tenant and other receivables, net | 12,447 | 6,385 |
Prepaid expenses and other assets | 56,395 | 18,487 |
Above market lease, asset | 43,407 | 44,588 |
Goodwill | 17,915 | 0 |
Other intangible assets, net | 252,107 | 0 |
Total assets | 11,024,220 | 10,351,120 |
Liabilities | ||
Debt, net | 4,684,717 | 3,934,628 |
Due to MGM Resorts International and affiliates | 402 | 962 |
Accounts payable, accrued expenses and other liabilities | 39,588 | 10,240 |
Above market lease, liability | 46,403 | 47,069 |
Accrued interest | 32,395 | 22,565 |
Dividend and distribution payable | 116,395 | 111,733 |
Deferred revenue | 157,725 | 127,640 |
Deferred income taxes, net | 31,392 | 28,544 |
Total liabilities | 5,109,017 | 4,283,381 |
Commitments and contingencies (Note 14) | ||
Partners' capital | ||
General partner | 0 | 0 |
Limited partners: 266,045,289 and 266,030,918 Operating Partnership units issued and outstanding as of September 30, 2018 and December 31, 2017, respectively | 5,915,203 | 6,067,739 |
Total partners' capital | 5,915,203 | 6,067,739 |
Total liabilities and shareholders’ equity | $ 11,024,220 | $ 10,351,120 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2018 | Dec. 31, 2017 |
Shareholders’ equity | ||
Common stock, par value (in dollars per share) | $ 0 | $ 0 |
Common stock, shares authorized (in shares) | 1,000,000,000 | 1,000,000,000 |
Common stock, shares issued (in shares) | 70,911,166 | 70,896,795 |
Common stock, shares outstanding (in shares) | 70,911,166 | 70,896,795 |
MGP Operating Partnership | ||
Partners' capital | ||
Partners' capital, units issued (in shares) | 266,045,289 | 266,030,918 |
Partners' capital, units outstanding (in shares) | 266,045,289 | 266,030,918 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Revenues | $ 282,221 | $ 182,798 | $ 718,450 | $ 551,153 |
Expenses | ||||
Depreciation and amortization | 66,578 | 68,662 | 203,043 | 190,573 |
Property transactions, net | 339 | 1,662 | 18,851 | 19,104 |
Reimbursable expenses | 29,168 | 18,983 | 90,435 | 60,112 |
Amortization of above market lease, net | 171 | 172 | 514 | 515 |
Acquisition-related expenses | 4,423 | 1,059 | 7,095 | 1,059 |
General and administrative | 3,422 | 2,882 | 10,085 | 8,223 |
Expenses, net | 147,432 | 93,420 | 373,354 | 279,586 |
Operating income | 134,789 | 89,378 | 345,096 | 271,567 |
Non-operating income (expense) | ||||
Interest income | 163 | 1,480 | 2,473 | 3,039 |
Interest expense | (58,743) | (45,544) | (157,249) | (134,998) |
Other non-operating expenses | (1,020) | (126) | (6,409) | (1,438) |
Non-operating income (expense) | (59,600) | (44,190) | (161,185) | (133,397) |
Income before income taxes | 75,189 | 45,188 | 183,911 | 138,170 |
Provision for income taxes | (5,266) | (1,488) | (7,760) | (3,903) |
Net income | 69,923 | 43,700 | 176,151 | 134,267 |
Less: Net (income) attributable to noncontrolling interest | (50,439) | (32,675) | (127,691) | (101,214) |
Net income attributable to Class A shareholders | $ 19,484 | $ 11,025 | $ 48,460 | $ 33,053 |
Weighted average Class A shares outstanding: | ||||
Basic (in shares) | 71,005,052 | 60,614,664 | 70,991,129 | 58,612,916 |
Diluted (in shares) | 71,201,791 | 60,755,186 | 71,174,270 | 58,807,948 |
MGP Operating Partnership | ||||
Revenues | $ 282,221 | $ 182,798 | $ 718,450 | $ 551,153 |
Expenses | ||||
Cost of revenues | 43,331 | 43,331 | ||
Depreciation and amortization | 66,578 | 68,662 | 203,043 | 190,573 |
Property transactions, net | 339 | 1,662 | 18,851 | 19,104 |
Reimbursable expenses | 29,168 | 18,983 | 90,435 | 60,112 |
Amortization of above market lease, net | 171 | 172 | 514 | 515 |
Acquisition-related expenses | 4,423 | 1,059 | 7,095 | 1,059 |
General and administrative | 3,422 | 2,882 | 10,085 | 8,223 |
Expenses, net | 147,432 | 93,420 | 373,354 | 279,586 |
Operating income | 134,789 | 89,378 | 345,096 | 271,567 |
Non-operating income (expense) | ||||
Interest income | 163 | 1,480 | 2,473 | 3,039 |
Interest expense | (58,743) | (45,544) | (157,249) | (134,998) |
Other non-operating expenses | (1,020) | (126) | (6,409) | (1,438) |
Non-operating income (expense) | (59,600) | (44,190) | (161,185) | (133,397) |
Income before income taxes | 75,189 | 45,188 | 183,911 | 138,170 |
Provision for income taxes | (5,266) | (1,488) | (7,760) | (3,903) |
Net income | $ 69,923 | $ 43,700 | $ 176,151 | $ 134,267 |
Weighted average Operating Partnership units outstanding: | ||||
Basic (in shares) | 266,139,175 | 245,976,800 | 266,125,252 | 243,975,052 |
Diluted (in shares) | 266,335,914 | 246,117,322 | 266,308,393 | 244,170,084 |
Net income per Operating Partnership unit (basic) (in dollars per share) | $ 0.26 | $ 0.18 | $ 0.66 | $ 0.55 |
Net income per Operating Partnership unit (diluted) (in dollars per share) | 0.26 | 0.18 | 0.66 | 0.55 |
Distributions declared per Operating Partnership unit (in shares) | 0.4375 | 0.3950 | 1.2875 | 1.1775 |
Class A Shares | ||||
Weighted average Class A shares outstanding: | ||||
Net income per Class A share (basic) (in dollars per share) | 0.27 | 0.18 | 0.68 | 0.56 |
Net income per Class A share (diluted) (in dollars per share) | 0.27 | 0.18 | 0.68 | 0.56 |
Dividends declared per Class A share (in dollars per share) | $ 0.4375 | $ 0.3950 | $ 1.2875 | $ 1.1775 |
Rental revenue | ||||
Revenues | $ 186,564 | $ 163,178 | $ 559,690 | $ 489,532 |
Rental revenue | MGP Operating Partnership | ||||
Revenues | 186,564 | 163,178 | 559,690 | 489,532 |
Tenant reimbursements and other | ||||
Revenues | 30,095 | 19,620 | 93,198 | 61,621 |
Tenant reimbursements and other | MGP Operating Partnership | ||||
Revenues | 30,095 | 19,620 | 93,198 | 61,621 |
Gaming, food, beverage and other | ||||
Revenues | 65,562 | 0 | 65,562 | 0 |
Expenses | ||||
Cost of revenues | 43,331 | 0 | 43,331 | 0 |
Gaming, food, beverage and other | MGP Operating Partnership | ||||
Revenues | 65,562 | 0 | 65,562 | 0 |
Expenses | ||||
Cost of revenues | $ 43,331 | $ 0 | $ 43,331 | $ 0 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Net income | $ 69,923 | $ 43,700 | $ 176,151 | $ 134,267 |
Other comprehensive income (loss) | ||||
Unrealized gain (loss) on cash flow hedges, net | 4,736 | 1,754 | 27,372 | (2,992) |
Other comprehensive income (loss) | 4,736 | 1,754 | 27,372 | (2,992) |
Comprehensive income | 74,659 | 45,454 | 203,523 | 131,275 |
Less: Comprehensive income attributable to noncontrolling interests | (53,912) | (33,948) | (147,767) | (98,866) |
Comprehensive income attributable to Class A shareholders | 20,747 | 11,506 | 55,756 | 32,409 |
MGP Operating Partnership | ||||
Net income | 69,923 | 43,700 | 176,151 | 134,267 |
Other comprehensive income (loss) | ||||
Unrealized gain (loss) on cash flow hedges, net | 4,736 | 1,754 | 27,372 | (2,992) |
Other comprehensive income (loss) | 4,736 | 1,754 | ||
Comprehensive income | $ 74,659 | $ 45,454 | $ 203,523 | $ 131,275 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2017 | |
Cash flows from operating activities | ||
Net income | $ 176,151 | $ 134,267 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 203,043 | 190,573 |
Property transactions, net | 18,851 | 19,104 |
Amortization of deferred financing costs and debt discount | 9,391 | 8,443 |
Loss on retirement of debt | 2,736 | 798 |
Amortization related to above market lease, net | 514 | 515 |
Deemed contributions - tax sharing agreement | 4,912 | 3,903 |
Straight-line rental revenues | 14,657 | 3,820 |
Amortization of deferred revenue | (2,762) | (1,510) |
Share-based compensation | 1,516 | 943 |
Deferred income taxes | 2,848 | 0 |
Changes in operating assets and liabilities: | ||
Tenant and other receivables, net | 527 | 3,399 |
Prepaid expenses and other assets | 455 | (4,214) |
Due to MGM Resorts International and affiliates | (560) | 358 |
Accounts payable, accrued expenses and other liabilities | (9,022) | 2,200 |
Accrued interest | 9,830 | 1,256 |
Net cash provided by operating activities | 433,087 | 363,855 |
Cash flows from investing activities | ||
Capital expenditures for property and equipment | (795) | 0 |
Acquisition of Northfield, net of cash acquired | (1,034,534) | 0 |
Net cash used in investing activities | (1,035,329) | 0 |
Cash flows from financing activities | ||
Net borrowings (repayments) under bank credit facility | 747,375 | (33,500) |
Proceeds from issuance of debt | 0 | 350,000 |
Deferred financing costs | (17,490) | (5,381) |
Issuance of Class A shares | 0 | 404,685 |
Class A share issuance costs | 0 | (17,137) |
Dividends and distributions paid | (337,865) | (284,213) |
Net cash provided by financing activities | 392,020 | 414,454 |
Cash and cash equivalents | ||
Net increase (decrease) for the period | (210,222) | 778,309 |
Balance, beginning of period | 259,722 | 360,492 |
Balance, end of period | 49,500 | 1,138,801 |
Supplemental cash flow disclosures | ||
Interest paid | 137,623 | 125,077 |
Non-cash investing and financing activities | ||
Non-Normal Tenant Improvements by Tenant | 18,172 | 42,303 |
Accrual of dividend and distribution payable to Class A shareholders and Operating Partnership unit holders | 116,395 | 101,222 |
MGP Operating Partnership | ||
Cash flows from operating activities | ||
Net income | 176,151 | 134,267 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 203,043 | 190,573 |
Property transactions, net | 18,851 | 19,104 |
Amortization of deferred financing costs and debt discount | 9,391 | 8,443 |
Loss on retirement of debt | 2,736 | 798 |
Amortization related to above market lease, net | 514 | 515 |
Deemed contributions - tax sharing agreement | 4,912 | 3,903 |
Straight-line rental revenues | 14,657 | 3,820 |
Amortization of deferred revenue | (2,762) | (1,510) |
Share-based compensation | 1,516 | 943 |
Deferred income taxes | 2,848 | 0 |
Changes in operating assets and liabilities: | ||
Tenant and other receivables, net | 527 | 3,399 |
Prepaid expenses and other assets | 455 | (4,214) |
Due to MGM Resorts International and affiliates | (560) | 358 |
Accounts payable, accrued expenses and other liabilities | (9,022) | 2,200 |
Accrued interest | 9,830 | 1,256 |
Net cash provided by operating activities | 433,087 | 363,855 |
Cash flows from investing activities | ||
Capital expenditures for property and equipment | (795) | 0 |
Acquisition of Northfield, net of cash acquired | (1,034,534) | 0 |
Net cash used in investing activities | (1,035,329) | 0 |
Cash flows from financing activities | ||
Net borrowings (repayments) under bank credit facility | 747,375 | (33,500) |
Proceeds from issuance of debt | 0 | 350,000 |
Deferred financing costs | (17,490) | (5,381) |
Issuance of Class A shares | 0 | 387,548 |
Dividends and distributions paid | (337,865) | (284,213) |
Net cash provided by financing activities | 392,020 | 414,454 |
Cash and cash equivalents | ||
Net increase (decrease) for the period | (210,222) | 778,309 |
Balance, beginning of period | 259,722 | 360,492 |
Balance, end of period | 49,500 | 1,138,801 |
Supplemental cash flow disclosures | ||
Interest paid | 137,623 | 125,077 |
Non-cash investing and financing activities | ||
Non-Normal Tenant Improvements by Tenant | 18,172 | 42,303 |
Accrual of dividend and distribution payable to Class A shareholders and Operating Partnership unit holders | $ 116,395 | $ 101,222 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Shareholders' Equity - USD ($) $ in Thousands | Total | Class A Shares | Additional Paid-in Capital | Accumulated Deficit | Accumulated Other Comprehensive Income (Loss) | Total Class A Shareholders' Equity | Noncontrolling Interest |
Balance at Dec. 31, 2016 | $ 5,608,261 | $ 0 | $ 1,363,130 | $ (29,758) | $ 445 | $ 1,333,817 | $ 4,274,444 |
Changes in equity: | |||||||
Net income | 46,692 | 11,348 | 11,348 | 35,344 | |||
Deemed contribution - tax sharing agreement | 1,238 | 0 | 1,238 | ||||
Dividends and distributions declared | (94,109) | (22,282) | (22,282) | (71,827) | |||
Share-based compensation | 188 | 44 | 44 | 144 | |||
Other comprehensive income - cash flow hedges | (634) | (150) | (150) | (484) | |||
Other | 401 | 96 | 96 | 305 | |||
Balance at Mar. 31, 2017 | 5,562,037 | 0 | 1,363,270 | (40,692) | 295 | 1,322,873 | 4,239,164 |
Balance at Dec. 31, 2016 | 5,608,261 | 0 | 1,363,130 | (29,758) | 445 | 1,333,817 | 4,274,444 |
Changes in equity: | |||||||
Net income | 134,267 | ||||||
Other comprehensive income - cash flow hedges | (2,992) | ||||||
Balance at Sep. 30, 2017 | 5,840,347 | 0 | 1,697,014 | (73,893) | (308) | 1,622,813 | 4,217,534 |
Balance at Mar. 31, 2017 | 5,562,037 | 0 | 1,363,270 | (40,692) | 295 | 1,322,873 | 4,239,164 |
Changes in equity: | |||||||
Net income | 43,875 | 10,680 | 10,680 | 33,195 | |||
Deemed contribution - tax sharing agreement | 1,177 | 0 | 1,177 | ||||
Dividends and distributions declared | (95,995) | (22,777) | (22,777) | (73,218) | |||
Issuance of Class A shares | 0 | 7,014 | (4,125) | 2,889 | (2,889) | ||
Share-based compensation | 362 | 86 | 86 | 276 | |||
Other comprehensive income - cash flow hedges | (4,112) | (975) | (975) | (3,137) | |||
Other | 0 | 0 | 0 | 0 | |||
Balance at Jun. 30, 2017 | 5,507,344 | 0 | 1,370,370 | (56,914) | (680) | 1,312,776 | 4,194,568 |
Changes in equity: | |||||||
Net income | 43,700 | 11,025 | 11,025 | 32,675 | |||
Deemed contribution - tax sharing agreement | 1,488 | 0 | 1,488 | ||||
Dividends and distributions declared | (101,222) | (28,004) | (28,004) | (73,218) | |||
Issuance of Class A shares | 387,548 | 326,728 | (109) | 326,619 | 60,929 | ||
Share-based compensation | 393 | 99 | 99 | 294 | |||
Other comprehensive income - cash flow hedges | 1,754 | 481 | 481 | 1,273 | |||
Other | (658) | (183) | (183) | (475) | |||
Balance at Sep. 30, 2017 | 5,840,347 | 0 | 1,697,014 | (73,893) | (308) | 1,622,813 | 4,217,534 |
Balance at Dec. 31, 2017 | 6,067,739 | 0 | 1,716,490 | (94,948) | 3,108 | 1,624,650 | 4,443,089 |
Changes in equity: | |||||||
Net income | 58,169 | 15,830 | 15,830 | 42,339 | |||
Deemed contribution - tax sharing agreement | 1,231 | 0 | 1,231 | ||||
Dividends and distributions declared | (111,733) | (29,777) | (29,777) | (81,956) | |||
Share-based compensation | 384 | 102 | 102 | 282 | |||
Other comprehensive income - cash flow hedges | 16,355 | 4,358 | 4,358 | 11,997 | |||
Other | 401 | 108 | 108 | 293 | |||
Balance at Mar. 31, 2018 | 6,032,546 | 0 | 1,716,700 | (108,895) | 7,466 | 1,615,271 | 4,417,275 |
Balance at Dec. 31, 2017 | 6,067,739 | 0 | 1,716,490 | (94,948) | 3,108 | 1,624,650 | 4,443,089 |
Changes in equity: | |||||||
Net income | 176,151 | ||||||
Other comprehensive income - cash flow hedges | 27,372 | ||||||
Balance at Sep. 30, 2018 | 5,915,203 | 0 | 1,711,813 | (137,781) | 10,404 | 1,584,436 | 4,330,767 |
Balance at Mar. 31, 2018 | 6,032,546 | 0 | 1,716,700 | (108,895) | 7,466 | 1,615,271 | 4,417,275 |
Changes in equity: | |||||||
Net income | 48,059 | 13,146 | 13,146 | 34,913 | |||
Deemed contribution - tax sharing agreement | 1,263 | 0 | 1,263 | ||||
Dividends and distributions declared | (114,399) | (30,492) | (30,492) | (83,907) | |||
Share-based compensation | 556 | 149 | 149 | 407 | |||
Other comprehensive income - cash flow hedges | 6,281 | 1,675 | 1,675 | 4,606 | |||
Other | (3) | 237 | 237 | (240) | |||
Balance at Jun. 30, 2018 | 5,974,303 | 0 | 1,717,086 | (126,241) | 9,141 | 1,599,986 | 4,374,317 |
Changes in equity: | |||||||
Net income | 69,923 | 19,484 | 19,484 | 50,439 | |||
Deemed contribution - tax sharing agreement | 2,418 | 0 | 2,418 | ||||
Dividends and distributions declared | (116,395) | (31,024) | (31,024) | (85,371) | |||
Share-based compensation | 576 | 153 | 153 | 423 | |||
Other comprehensive income - cash flow hedges | 4,736 | 1,263 | 1,263 | 3,473 | |||
Other | (20,358) | (5,426) | (5,426) | (14,932) | |||
Balance at Sep. 30, 2018 | $ 5,915,203 | $ 0 | $ 1,711,813 | $ (137,781) | $ 10,404 | $ 1,584,436 | $ 4,330,767 |
Condensed Consolidated Statem_5
Condensed Consolidated Statements of Partners' Capital - USD ($) $ in Thousands | Total | MGP Operating Partnership | MGP Operating PartnershipGeneral Partner | MGP Operating PartnershipLimited Partners |
Balance at Dec. 31, 2016 | $ 5,608,261 | $ 0 | $ 5,608,261 | |
Changes in partners' capital: | ||||
Net income | $ 46,692 | 46,692 | 46,692 | |
Deemed contribution - tax sharing agreement | 1,238 | 1,238 | 1,238 | |
Dividends and distributions declared | (94,109) | (94,109) | (94,109) | |
Share-based compensation | 188 | 188 | 188 | |
Other comprehensive income - cash flow hedges | (634) | (634) | (634) | |
Other | 401 | 401 | ||
Balance at Mar. 31, 2017 | 5,562,037 | 0 | 5,562,037 | |
Balance at Dec. 31, 2016 | 5,608,261 | 0 | 5,608,261 | |
Changes in partners' capital: | ||||
Net income | 134,267 | 134,267 | ||
Other comprehensive income - cash flow hedges | (2,992) | |||
Balance at Sep. 30, 2017 | 5,840,347 | 0 | 5,840,347 | |
Balance at Mar. 31, 2017 | 5,562,037 | 0 | 5,562,037 | |
Changes in partners' capital: | ||||
Net income | 43,875 | 43,875 | 43,875 | |
Deemed contribution - tax sharing agreement | 1,177 | 1,177 | 1,177 | |
Dividends and distributions declared | (95,995) | (95,995) | (95,995) | |
Issuance of Class A shares | 0 | |||
Share-based compensation | 362 | 362 | 362 | |
Other comprehensive income - cash flow hedges | (4,112) | (4,112) | (4,112) | |
Other | 0 | 0 | ||
Balance at Jun. 30, 2017 | 5,507,344 | 0 | 5,507,344 | |
Changes in partners' capital: | ||||
Net income | 43,700 | 43,700 | 43,700 | |
Deemed contribution - tax sharing agreement | 1,488 | 1,488 | 1,488 | |
Dividends and distributions declared | (101,222) | (101,222) | (101,222) | |
Issuance of Class A shares | 387,548 | 387,548 | 387,548 | |
Share-based compensation | 393 | 393 | 393 | |
Other comprehensive income - cash flow hedges | 1,754 | 1,754 | 1,754 | |
Other | (658) | (658) | ||
Balance at Sep. 30, 2017 | 5,840,347 | 0 | 5,840,347 | |
Balance at Dec. 31, 2017 | 6,067,739 | 0 | 6,067,739 | |
Changes in partners' capital: | ||||
Net income | 58,169 | 58,169 | 58,169 | |
Deemed contribution - tax sharing agreement | 1,231 | 1,231 | 1,231 | |
Dividends and distributions declared | (111,733) | (111,733) | (111,733) | |
Share-based compensation | 384 | 384 | 384 | |
Other comprehensive income - cash flow hedges | 16,355 | 16,355 | 16,355 | |
Other | 401 | 401 | ||
Balance at Mar. 31, 2018 | 6,032,546 | 0 | 6,032,546 | |
Balance at Dec. 31, 2017 | 6,067,739 | 0 | 6,067,739 | |
Changes in partners' capital: | ||||
Net income | 176,151 | 176,151 | ||
Other comprehensive income - cash flow hedges | 27,372 | |||
Balance at Sep. 30, 2018 | 5,915,203 | 0 | 5,915,203 | |
Balance at Mar. 31, 2018 | 6,032,546 | 0 | 6,032,546 | |
Changes in partners' capital: | ||||
Net income | 48,059 | 48,059 | 48,059 | |
Deemed contribution - tax sharing agreement | 1,263 | 1,263 | 1,263 | |
Dividends and distributions declared | (114,399) | (114,399) | (114,399) | |
Share-based compensation | 556 | 556 | 556 | |
Other comprehensive income - cash flow hedges | 6,281 | 6,281 | 6,281 | |
Other | (3) | (3) | ||
Balance at Jun. 30, 2018 | 5,974,303 | 0 | 5,974,303 | |
Changes in partners' capital: | ||||
Net income | 69,923 | 69,923 | 69,923 | |
Deemed contribution - tax sharing agreement | 2,418 | 2,418 | 2,418 | |
Dividends and distributions declared | (116,395) | (116,395) | (116,395) | |
Share-based compensation | 576 | 576 | 576 | |
Other comprehensive income - cash flow hedges | $ 4,736 | 4,736 | 4,736 | |
Other | (20,358) | (20,358) | ||
Balance at Sep. 30, 2018 | $ 5,915,203 | $ 0 | $ 5,915,203 |
Business
Business | 9 Months Ended |
Sep. 30, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
BUSINESS | BUSINESS Organization. MGM Growth Properties LLC (“MGP” or the “Company”) is a limited liability company that was organized in Delaware on October 23, 2015. MGP conducts its operations through MGM Growth Properties Operating Partnership LP (the “Operating Partnership”), a Delaware limited partnership that was formed on January 6, 2016 and acquired by MGP on April 25, 2016. The Company has elected to be treated as a real estate investment trust (“REIT”) commencing with its taxable year ended December 31, 2016. MGP is a publicly traded REIT engaged through its investment in the Operating Partnership in the real property business, which primarily consists of owning, acquiring and leasing large-scale destination entertainment and leisure resorts, whose tenants generally offer casino gaming, hotel, convention, dining, entertainment and retail. MGM Resorts International (“MGM” or the “Parent”) is a Delaware corporation that acts largely as a holding company and, through its subsidiaries, owns and operates large-scale destination entertainment and leisure resorts. Pursuant to a master lease agreement (the “Master Lease”), a subsidiary of the Operating Partnership (the “Landlord”) leases the real estate assets of The Mirage, Mandalay Bay, Luxor, New York-New York, Park MGM (which was branded as Monte Carlo prior to May 2018), Excalibur, The Park, Gold Strike Tunica, MGM Grand Detroit, Beau Rivage, Borgata, and MGM National Harbor back to a subsidiary of MGM (the “Tenant”). One of the Company’s wholly-owned taxable REIT subsidiaries (“TRS”), MGP OH, Inc. owns the Hard Rock Rocksino Northfield Park (the “Rocksino”) in Northfield, OH. As of September 30, 2018 , there were 266,045,289 Operating Partnership units outstanding in the Operating Partnership of which MGM owned 195,134,123 or 73.3% and MGP owns the remaining 26.7% . MGM’s Operating Partnership units are exchangeable into Class A shares of MGP on a one -to-one basis, or cash at the fair value of a Class A share. The determination of settlement method is at the option of MGP’s independent conflicts committee. MGM’s indirect ownership of these Operating Partnership units is recognized as a noncontrolling interest in MGP’s financial statements. A wholly owned subsidiary of MGP is the general partner of the Operating Partnership and operates and controls all of its business affairs. As a result, MGP consolidates the Operating Partnership and its subsidiaries. MGM also has ownership of MGP’s outstanding Class B share. The Class B share is a non-economic interest in MGP which does not provide its holder any rights to profits or losses or any rights to receive distributions from the operations of MGP or upon liquidation or winding up of MGP but which represents a majority of the voting power of MGP’s shares. As a result, MGP continues to be controlled by MGM through its majority voting rights, and is consolidated by MGM. Northfield Acquisition On July 6, 2018, the TRS completed its previously announced acquisition of the membership interests of Northfield Park Associates, LLC (“Northfield”), an Ohio limited liability company that owns the real estate assets and operations of the Rocksino (the “Northfield Acquisition”) from Milstein Entertainment LLC. Simultaneously with the close of the transaction, Northfield entered into a new agreement with an affiliate of Hard Rock Café International (STP), Inc. (“Hard Rock”), to continue to serve as the manager of the property. Refer to Note 2 and Note 3 for additional details. On September 18, 2018, the Company entered into an agreement to sell the operations of Northfield (“Northfield OpCo”) to a subsidiary of MGM. Northfield will be added to the existing Master Lease between the Landlord and Tenant. The transaction is expected to close in the first half of 2019, subject to regulatory approvals and other customary closing conditions. The transaction was approved by the Company’s Conflicts Committee. Refer to Note 3 for additional information. Empire City Transaction On May 28, 2018, the Company entered into an agreement to acquire the real property associated with the Empire City Casino’s race track and casino (“Empire City”) from MGM upon its acquisition of Empire City for total consideration of $625 million , which will include the assumption of debt by the Operating Partnership with the balance through the issuance of Operating Partnership units to MGM (“Empire City Transaction”). Empire City will be added to the existing Master Lease between the Landlord and Tenant. As a result, the annual rent payment to MGP will increase by $50 million . Consistent with the Master Lease terms, 90% of this rent will be fixed and contractually grow at 2% per year until 2022. In addition, pursuant to the Master Lease, MGP will have a right of first offer with respect to certain undeveloped land adjacent to the property to the extent MGM develops additional gaming facilities and chooses to sell or transfer the property in the future. The transaction is expected to close in the first quarter of 2019, subject to regulatory approvals and other customary closing conditions. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2018 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of presentation. The accompanying condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) for interim financial information set forth in the Accounting Standards Codification (“ASC”), as published by the Financial Accounting Standards Board (“FASB”), and with the applicable rules and regulations of the Securities and Exchange Commission (“SEC”). Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. All adjustments (consisting of normal recurring accruals) considered necessary for a fair statement of results for the interim period have been included. Certain reclassifications have been made to conform the prior period presentation. Property tax expense was separately classified in prior periods and is now classified within “reimbursable expenses” in the accompanying condensed consolidated statements of operations. The accompanying condensed consolidated financial statements and related notes should be read in conjunction with the audited financial statements and notes thereto included in the Company’s most recent Annual Report on Form 10-K. Variable Interest Entities. The condensed consolidated financial statements of MGP include the accounts of the Operating Partnership, a VIE of which the Company is the primary beneficiary, as well as its wholly owned and majority-owned subsidiaries. MGP’s maximum exposure to loss is the carrying value of the assets and liabilities of the Operating Partnership, which represents all of MGP’s assets and liabilities. As MGP holds what is deemed a majority voting interest in the Operating Partnership through its ownership of the Operating Partnership’s sole general partner, it qualifies for the exemption from providing certain of the required disclosures associated with investments in VIEs. The condensed consolidated financial statements of the Operating Partnership include the accounts of its wholly owned subsidiary, the Landlord, which owns the real estate, a VIE of which the Operating Partnership is the primary beneficiary. As of September 30, 2018 , on a consolidated basis the Landlord had total assets of $9.9 billion primarily related to its real estate assets, and total liabilities of $239 million primarily related to its deferred revenue and above market lease liability. Noncontrolling interest. The Company presents noncontrolling interest and classifies such interest as a component of consolidated shareholders’ equity, separate from the Company’s Class A shareholders’ equity. Noncontrolling interest in the Company represents Operating Partnership units currently held by subsidiaries of MGM. Net income or loss of the Operating Partnership is allocated to its noncontrolling interest based on the noncontrolling interest’s ownership percentage in the Operating Partnership except for income tax expenses. Ownership percentage is calculated by dividing the number of Operating Partnership units held by the noncontrolling interest by the total Operating Partnership units held by the noncontrolling interest and the Company. Issuance of additional Class A shares and Operating Partnership units changes the ownership interests of both the noncontrolling interest and the Company. Such transactions and the related proceeds are treated as capital transactions. MGM may tender its Operating Partnership units for redemption by the Operating Partnership in exchange for cash equal to the market price of MGP’s Class A shares at the time of redemption or for unregistered Class A shares on a one-for-one basis. Such selection to pay cash or issue Class A shares to satisfy an Operating Partnership unitholder’s redemption request is solely within the control of MGP’s independent conflicts committee. Fair value measurements. Fair value measurements are utilized in the accounting and impairment assessments of its long-lived assets, assets acquired and liabilities assumed in a business combination, and goodwill and other intangible assets. Fair value measurements also affect the Company’s accounting for certain of its financial assets and liabilities. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date and is measured according to a hierarchy that includes: Level 1 inputs, such as quoted prices in an active market; Level 2 inputs, which are observable inputs for similar assets; or Level 3 inputs, which are unobservable inputs. The Company used the following inputs in its fair value measurements: • Level 2 inputs for its long-term debt fair value disclosures. See Note 8; • Level 2 inputs when measuring the fair value of its interest rate swaps. See Note 9; and • Level 2 and Level 3 inputs when assessing the fair value of assets acquired and liabilities assumed during the Northfield Acquisition. See Note 3. Real estate investments. Real estate investments consist of land, buildings, improvements and integral equipment related to the Landlord. The contribution or acquisition of the real property by the Operating Partnership from MGM represent transactions between entities under common control, and as a result, such real estate was initially recorded by the Company at MGM’s historical cost basis, less accumulated depreciation (i.e., there was no change in the basis of the contributed assets), as of the contribution or acquisition dates. Costs of maintenance and repairs to real estate investments are the responsibility of the Tenant under the Master Lease. Although the Tenant is responsible for all capital expenditures during the term of the Master Lease, if, in the future, a deconsolidation event occurs, the Company will be required to pay the Tenant, should the Tenant so elect, for certain capital improvements that would not constitute “normal tenant improvements” in accordance with U.S. GAAP (“Non-Normal Tenant Improvements”), subject to an initial cap of $100 million in the first year of the Master Lease increasing annually by $75 million each year thereafter. The Company will be entitled to receive additional rent based on the 10 -year Treasury yield plus 600 basis points multiplied by the value of the new capital improvements the Company is required to pay for in connection with a deconsolidation event and such capital improvements will be subject to the terms of the Master Lease. Examples of Non-Normal Tenant Improvements include the costs of structural elements at the properties, including capital improvements that expand the footprint or square footage of any of the properties or extend the useful life of the properties, as well as equipment that would be a necessary improvement at any of the properties, including initial installation of elevators, air conditioning systems or electrical wiring. Such Non-Normal Tenant Improvements are capitalized and depreciated over the asset’s remaining life. Inception-to-date Non-Normal Tenant Improvements were $143.6 million through September 30, 2018 . Property and Equipment used in operations. Property and equipment used in operations are stated at cost. The property and equipment used in operations was acquired through the Northfield Acquisition and therefore recognized at fair value at the acquisition date. Property and equipment used in operations are generally depreciated over the following useful lives on a straight-line basis: Buildings and improvements 20 to 40 years Land improvements 10 to 20 years Furniture, fixtures and equipment 3 to 20 years The Company evaluates its property and equipment and other long-lived assets for impairment based on its classification as held for sale or to be held and used. Several criteria must be met before an asset is classified as held for sale, including that management with the appropriate authority commits to a plan to sell the asset to a third-party at a reasonable price in relation to its fair value and is actively seeking a buyer. For assets held for sale, the Company recognizes the asset at the lower of carrying value or fair market value less costs to sell, as estimated based on comparable asset sales, offers received, or a discounted cash flow model. For assets to be held and used, the Company reviews for impairment whenever indicators of impairment exist. The Company then compares the estimated future cash flows of the asset, on an undiscounted basis, to the carrying value of the asset. If the undiscounted cash flows exceed the carrying value, no impairment is indicated. If the undiscounted cash flows do not exceed the carrying value, then an impairment charge is recorded based on the fair value of the asset, typically measured using a discounted cash flow model. All recognized impairment losses, whether for assets held for sale or assets to be held and used, are recorded as operating expenses. Goodwill and other intangible assets. Goodwill represents the excess of purchase price over fair market value of net assets acquired in business combinations. Goodwill and indefinite-lived intangible assets must be reviewed for impairment at least annually and between annual test dates in certain circumstances. The Company performs its annual impairment tests in the fourth quarter of each fiscal year. The Company will perform its first such annual impairment test in the fourth quarter of 2018. Accounting guidance provides entities the option to perform a qualitative assessment of goodwill and indefinite-lived intangible assets (commonly referred to as step zero) in order to determine whether further impairment testing is necessary. In performing the step zero analysis the Company considers macroeconomic conditions, industry and market considerations, current and forecasted financial performance, entity-specific events, and changes in the composition or carrying amount of net assets of reporting units for goodwill. In addition, the Company takes into consideration the amount of excess of fair value over carrying value determined in the last quantitative analysis that was performed, as well as the period of time that has passed since the last quantitative analysis. If the step zero analysis indicates that it is more likely than not that the fair value is less than its carrying amount, the entity would proceed to a quantitative analysis. Under the quantitative analysis, goodwill for relevant reporting units is tested for impairment using a discounted cash flow analysis based on the estimated future results of the Company’s reporting units discounted using market discount rates and market indicators of terminal year capitalization rates, and a market approach that utilizes business enterprise value multiples based on a range of multiples from the Company’s peer group. An impairment charge is recognized for the amount by which the carrying value exceeds the reporting unit’s fair value, not to exceed the total amount of goodwill allocated to that reporting unit. Under the qualitative analysis, the license rights are tested for impairment using a discounted cash flow approach. If the fair value of an indefinite-lived intangible asset is less than its carrying amount, an impairment loss is recognized equal to the difference. Deferred revenue. The Company receives nonmonetary consideration related to Non-Normal Tenant Improvements as they become MGP’s property pursuant to the Master Lease and recognizes the cost basis of Non-Normal Tenant Improvements as real estate investments and deferred revenue. The Company depreciates the real estate investments over their estimated useful lives and amortizes the deferred revenue as additional rental revenue over the remaining term of the Master Lease once the related real estate assets are placed in service. Revenue recognition. Rental revenue under the Master Lease is recognized on a straight-line basis over the non-cancelable term and reasonably assured renewal periods, which includes the initial lease term of ten years and all four additional five -year terms under the Master Lease, for all contractual revenues that are determined to be fixed and measurable. The difference between such rental revenue earned and the cash rent due under the provisions of the Master Lease is recorded as deferred rent receivable and included as a component of tenant and other receivables, net or as deferred revenue if cash rent due exceeds rental revenue earned. Tenant reimbursement revenue arises from costs for which the Company is the primary obligor that are required to be paid by the Tenant or reimbursed to the Company pursuant to the Master Lease. This revenue is recognized in the same periods as the expense is incurred. Northfield generates gaming, food, beverage and other revenue, which primarily consists of video lottery terminal (“VLT”) wager transactions and food and beverage transactions. The transaction price for a VLT wager is the difference between gaming wins and losses (net win). The Company accounts for VLT revenue on a portfolio basis given the similar characteristics of wagers by recognizing net win per gaming day versus on an individual wager basis. The transaction price of food and beverage contracts is the amount collected from the customer or stand-alone selling price for such goods and services and is recorded when the delivery is made. Sales and usage-based taxes are excluded from revenues. Income tax provision. For interim income tax reporting the Company estimates its annual effective tax rate and applies it to its year-to-date ordinary income. The tax effects of unusual or infrequently occurring items, including changes in judgment about valuation allowances and effects of changes in tax laws or rates, are reported in the interim period in which they occur. The Company’s effective income tax rate was 7.0% and 4.2% for the three and nine months ended September 30, 2018 , respectively. The Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements. Under this method, the Company determines deferred tax assets and liabilities on the basis of the differences between the financial statement and tax bases of assets and liabilities by using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date. The Company recorded a tax provision of $2.1 million on the TRS operations for the three and nine months ended September 30, 2018 . The Landlord is required to join in the filing of a New Jersey consolidated corporation business tax return under the New Jersey Casino Control Act and include in such return its income and expenses associated with its New Jersey assets and is thus subject to an entity level tax in New Jersey. Although the consolidated New Jersey return also includes MGM and certain of its subsidiaries, the Company is required to record New Jersey state income taxes in the accompanying financial statements as if the Landlord was taxed for state purposes on a stand-alone basis. The Company and MGM have entered into a tax sharing agreement providing for an allocation of taxes due in the consolidated New Jersey return. Pursuant to this agreement, the Landlord will only be responsible for New Jersey taxes on any gain that may be realized upon a future sale of the New Jersey assets resulting solely from an appreciation in value of such assets over their value on the date they were contributed to the Landlord by a subsidiary of MGM. MGM is responsible for all other taxes reported in the New Jersey consolidated return and, accordingly, the related income tax balances related to such taxes is reflected within noncontrolling interest within the accompanying financial statements. No amounts were due to MGM under the tax sharing agreement as of September 30, 2018 and December 31, 2017. Recently issued accounting standards. In January 2017, FASB issued Accounting Standards Update (“ASU”) No. 2017-04, Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment (“ASU 2017-04”). ASU 2017-04 simplifies the subsequent measurement of goodwill by eliminating step two from the goodwill impairment test. Under the amended guidance, the Company will perform its annual goodwill impairment tests (and interim tests if any are determined to be necessary) by comparing the fair value of its reporting units with their carrying value, and an impairment charge, if any, will be recognized for the amount by which the carrying value exceeds the reporting unit’s fair value, not to exceed the total amount of goodwill allocated to that reporting unit. The Company early adopted ASU 2017-04 and it did not have a material effect on the Company’s consolidated financial statements. In August 2017, the FASB issued ASU No. 2017-12, Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities (“ASU 2017-12”). ASU 2017-12 is effective for fiscal years beginning after December 15, 2018, and interim periods within those years. ASU 2017-12 amends the hedge accounting recognition and presentation requirements in order to improve the transparency and understandability of information about an entity’s risk management activities, and simplifies the application of hedge accounting. The Company does not expect the adoption of ASU 2017-12 to have a material effect on its consolidated financial statements. In 2016 and 2018, the FASB issued ASC 842 “Leases (Topic 842),” which replaces the existing guidance in ASC 840, “Leases.” ASC 842 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2018. ASC 842 requires a dual approach for lessee accounting under which a lessee would account for leases as finance leases or operating leases. Both finance leases and operating leases will result in the lessee recognizing a right-of-use (“ROU”) asset and a corresponding lease liability. For finance leases, the lessee will recognize interest expense and amortization of the ROU asset and for operating leases the lessee will recognize a straight-line total lease expense. The Company will adopt ASC 842 on January 1, 2019 utilizing the simplified transition method. The Company has established a cross-functional implementation team to evaluate the impact of the new standard and is in the process of executing the implementation plan which included performing an assessment of its existing leasing arrangements. The Company plans to elect the package of practical expedients available under ASC 842, which includes that the Company need not reassess the lease classification for existing contracts. Accordingly, the Master Lease will continue to be classified as an operating lease and, as such, the Company does not expect the adoption of ASC 842 to have a material effect on the Company’s consolidated financial statements. In May 2014, the FASB issued ASC 606, Revenue from Contracts with Customers (Topic 606) which outlines a new, single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance, including industry-specific guidance. Under the standard, revenue is recognized when a customer obtains control of promised goods or services in an amount that reflects the consideration the entity expects to receive in exchange for those goods and services. The Company adopted ASC 606 on January 1, 2018 and it did not have a material impact on the Company’s financial statements. |
Northfield Acquisition Northfie
Northfield Acquisition Northfield Acquisition | 9 Months Ended |
Sep. 30, 2018 | |
Business Combinations [Abstract] | |
NORTHFIELD ACQUISITION | NORTHFIELD ACQUISITION As discussed in Note 1, on July 6, 2018 the TRS completed its acquisition of 100% of the membership interests of Northfield for a purchase price of approximately $1.1 billion . The Company funded the acquisition through a $200 million draw on the term loan A facility and a $655 million draw under the revolving credit facility, with the remainder of the purchase price paid with cash on hand. The acquisition will expand MGP’s real estate assets and diversify MGP’s geographic reach. The Company recognized 100% of the assets and liabilities of Northfield at fair value at the date of the acquisition. Under the acquisition method, the fair value was allocated to the assets acquired and liabilities assumed in the transaction. The allocation of fair value for substantially all of the assets and liabilities is preliminary and may be adjusted up to one year after the acquisition. The following table sets forth the preliminary purchase price allocation (in thousands): Fair value of assets acquired and liabilities: Property and equipment used in operations $ 792,807 Cash and cash equivalents 35,831 Racing and gaming licenses 228,000 Customer list 25,000 Goodwill 17,915 Other assets 9,598 Other liabilities (38,786 ) $ 1,070,365 As discussed above, the Company recognized the identifiable intangible assets at fair value. The estimated fair values of the intangible assets were preliminarily determined using methodologies under the income approach based on significant inputs that were not observable. The goodwill is deductible for tax purposes and all of the goodwill was assigned to the TRS segment. The goodwill is primarily attributable to the synergies expected to arise after the acquisition. Consolidated results. For the period from July 6, 2018 through September 30, 2018, Northfield’s net revenue was $65.6 million , operating income was $16.9 million and net income was $14.8 million . Pro forma information (unaudited). The operating results for Northfield are included in the accompanying consolidated statements of operations from the date of acquisition. The following unaudited pro forma consolidated financial information for the Company has been prepared assuming the Northfield Acquisition had occurred as of January 1, 2017. The unaudited pro forma financial information below is not necessarily indicative of either future results of operations or results that might have been achieved had the acquisition been consummated as of January 1, 2017. The pro forma results include adjustments related to purchase accounting, primarily interest expense related to debt used to fund the acquisition, and the conformance of accounting policies. The following table represents MGP's and the Operating Partnership’s unaudited pro forma information for the nine-months ended September 30, 2018 and 2017: 2018 2017 (unaudited, in thousands, except per share amounts) Net revenues $ 858,051 $ 740,444 Net income 190,358 134,957 Net income attributable to Class A shareholders 52,247 33,327 Basic net income per Class A share 0.74 0.57 Diluted net income per Class A share 0.73 0.57 As discussed in Note 1, on September 18, 2018, the Company entered into an agreement to sell the operations of Northfield to a subsidiary of MGM for approximately $275 million , subject to customary purchase price adjustments. The TRS will concurrently liquidate and the real estate assets of Northfield will be transferred to the Landlord. The Landlord will lease such real estate assets to the Tenant pursuant to an amendment to the Master Lease. As a result, the annual rent payment will increase by $60 million , prorated for the remainder of the lease year. Consistent with the Master Lease terms, 90% of this rent will be fixed and contractually grow at 2% per year until 2022. The transaction is expected to close in the first half of 2019, subject to regulatory approvals and other customary closing conditions. The Northfield OpCo sale will be accounted for as a transaction between entities under common control and therefore the Company will continue to carry the Northfield OpCo operating assets and liabilities as held and used until the close of the transaction. |
Real Estate Investments
Real Estate Investments | 9 Months Ended |
Sep. 30, 2018 | |
Real Estate [Abstract] | |
REAL ESTATE INVESTMENTS | REAL ESTATE INVESTMENTS The carrying value of real estate investments is as follows: September 30, 2018 December 31, 2017 (in thousands) Land $ 4,143,513 $ 4,143,513 Buildings, building improvements, land improvements and integral equipment 8,411,369 8,512,334 12,554,882 12,655,847 Less: Accumulated depreciation (2,751,472 ) (2,633,909 ) $ 9,803,410 $ 10,021,938 |
Property and Equipment Used In
Property and Equipment Used In Operations | 9 Months Ended |
Sep. 30, 2018 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT USED IN OPERATIONS | PROPERTY AND EQUIPMENT USED IN OPERATIONS The carrying value of property and equipment used in operations of the TRS is as follows: September 30, 2018 (in thousands) Land $ 392,500 Buildings, building improvements and land improvements 382,683 Furniture, fixtures and equipment 17,998 Construction in progress 230 793,411 Less: Accumulated depreciation (4,372 ) $ 789,039 |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets | 9 Months Ended |
Sep. 30, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
GOODWILL AND OTHER INTANGIBLE ASSETS | GOODWILL AND OTHER INTANGIBLE ASSETS Goodwill and other intangible assets consisted of the following: September 30, 2018 (in thousands) Goodwill $ 17,915 Indefinite-lived intangible assets: Racing and gaming licenses 228,000 Total indefinite-lived intangible assets 228,000 Finite-lived intangible assets: Customer lists 25,000 Less: Accumulated amortization (893 ) 24,107 Total finite-lived intangible assets, net 24,107 Total other intangible assets, net $ 252,107 Goodwill. A summary of changes in the Company’s goodwill by reportable segment is as follows: 2018 Balance at January 1 Acquisitions Balance at September 30 (in thousands) Goodwill, net by reportable segment: TRS $ — $ 17,915 $ 17,915 Other intangible assets, net. The Company recognized an indefinite-lived intangible asset for the racing and gaming licenses acquired in the Northfield Acquisition and recognized an intangible asset related to Northfield’s customer list, which is amortized on a straight-line basis over its estimated useful life of seven years . Total amortization expense related to intangible assets was $0.9 million for the three and nine months ending September 30, 2018. Remaining estimated future amortization is as follows: (in thousands) Years ending December 31, 2018 $ 893 2019 3,571 2020 3,571 2021 3,571 2022 3,571 Thereafter 8,930 $ 24,107 |
Master Lease
Master Lease | 9 Months Ended |
Sep. 30, 2018 | |
Leases [Abstract] | |
MASTER LEASE | MASTER LEASE Pursuant to the Master Lease, the Tenant has leased the Company’s real estate properties (other than the real estate associated with the TRS). The Master Lease is accounted for as an operating lease and has an initial lease term of ten years with the potential to extend the term for four additional five -year terms thereafter at the option of the Tenant. On April 1, 2018, the second 2.0% fixed annual rent escalator went into effect. Rent payments under the Master Lease for the third lease year of April 1, 2018 through March 31, 2019 are currently $770.3 million . Rental revenues from the Master Lease for the three and nine months ended September 30, 2018 were $186.6 million and $559.7 million , respectively. The Company also recognized revenue related to tenant reimbursements and other of $30.1 million and $93.2 million for the three and nine months ended September 30, 2018 , respectively. |
Debt
Debt | 9 Months Ended |
Sep. 30, 2018 | |
Debt Disclosure [Abstract] | |
DEBT | DEBT Debt consists of the following: September 30, December 31, 2018 2017 (in thousands) Senior secured credit facility: Senior secured term loan A facility $ 470,000 $ 273,750 Senior secured term loan B facility 1,803,750 1,817,625 Senior secured revolving credit facility 565,000 — $1,050 million 5.625% senior notes, due 2024 1,050,000 1,050,000 $500 million 4.50% senior notes, due 2026 500,000 500,000 $350 million 4.50% senior notes, due 2028 350,000 350,000 4,738,750 3,991,375 Less: Unamortized discount and debt issuance costs (54,033 ) (56,747 ) $ 4,684,717 $ 3,934,628 Operating Partnership credit agreement. At September 30, 2018 , the Operating Partnership senior credit facility consisted of a $470 million term loan A facility, a $1.8 billion term loan B facility, and a $1.4 billion revolving credit facility. In March 2018, the Operating Partnership repriced its term loan B interest rate to LIBOR plus 2.00% and extended the maturity of the term loan B facility to March 2025, effective in August 2018. In addition, the Operating Partnership will receive a further reduction in pricing to LIBOR plus 1.75% upon a corporate rating upgrade by either S&P or Moody’s. In June 2018, the Operating Partnership amended its credit agreement to provide for a $750 million increase of the revolving facility to $1.4 billion , provide for a $200 million increase on the term loan A facility, and extend the maturity of the revolving facility and the term loan A facility to June 2023. Additionally, the revolving and term loan A facilities were repriced to LIBOR plus 1.75% to 2.25% determined by reference to the total net leverage ratio pricing grid. In addition, amortization payments under the term loan A facility’s will start on the last business day of each calendar quarter beginning September 30, 2019, for an amount equal to 0.625% of the aggregate principal amount of the term loan A outstanding as of the amendment effective date. The Operating Partnership permanently repaid $4.6 million and $17.6 million of the term loan A and term loan B facility in the three and nine months ended September 30, 2018 , respectively, in accordance with the scheduled amortization. At September 30, 2018 , the interest rate on the term loan A facility was 4.49% and the interest rate on the term loan B facility was 4.24% , and the interest rate on the revolving credit facility was 4.37% . At September 30, 2018 , $565 million was drawn on the revolving credit facility. The Operating Partnership was in compliance with its financial covenants at September 30, 2018 . Refer to Note 9 for further discussion of the Company’s interest rate swap agreements related to the term loan B facility. Fair value of long-term debt. The estimated fair value of the Company’s long-term debt was $4.7 billion at September 30, 2018 and $4.1 billion at December 31, 2017. Fair value was estimated using quoted prices for identical or similar liabilities in markets that are not active (level 2 inputs). Deferred financing costs. The Company recognized non-cash interest expense related to the amortization of deferred financing costs of $3.3 million and $9.4 million and during the three and nine months ended September 30, 2018 , respectively. The Company recognized non-cash interest expense related to the amortization of deferred financing costs of $2.8 million and $8.4 million and during the three and nine months ended September 30, 2017 , respectively. |
Derivatives and Hedging Activit
Derivatives and Hedging Activities | 9 Months Ended |
Sep. 30, 2018 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
DERIVATIVES AND HEDGING ACTIVITIES | DERIVATIVES AND HEDGING ACTIVITIES The Company uses derivative instruments to mitigate the effects of interest rate volatility inherent in its variable rate debt, which could unfavorably impact our future earnings and forecasted cash flows. The Company does not use derivative instruments for speculative or trading purposes. The Operating Partnership is party to interest rate swaps to mitigate the interest rate risk inherent in its senior secured term loan B facility. In May 2017 in connection with the term loan B re-pricing, the Company amended its outstanding interest rate swap agreements. As of September 30, 2018 and December 31, 2017, the Company pays a weighted average fixed rate of 1.844% on total notional amount of $1.2 billion and the variable rate received will reset monthly to the one-month LIBOR, with no minimum floor. As of September 30, 2018 and December 31, 2017 , all of the Company’s derivative financial instruments have been designated as cash flow hedges and qualify for hedge accounting. The fair values of the Company's interest rate swaps are $38.3 million and $11.3 million as of September 30, 2018 and December 31, 2017, respectively, based upon the present value of expected future cash flows using observable, quoted LIBOR swap rates for the full term of the swap (level 2 inputs). Interest rate swaps valued in net unrealized gain positions are recognized as asset balances within the prepaid expenses and other assets. Interest rate swaps valued in net unrealized loss positions are recognized as liability balances within accounts payable, accrued expenses and other liabilities. For the three and nine months ended September 30, 2018 and 2017 , there was no material ineffective portion of the change in fair value derivatives. For the three and nine months ended September 30, 2018 , the Company recorded offsets to interest expense of $0.6 million and interest expense of $0.1 million , respectively, related to the swap agreements. For the three and nine months ended September 30, 2017 , the Company recorded interest expense of $2.0 million and $7.4 million , respectively, related to the swap agreements. |
Shareholders' Equity and Partne
Shareholders' Equity and Partners' Capital | 9 Months Ended |
Sep. 30, 2018 | |
Equity [Abstract] | |
SHAREHOLDERS' EQUITY AND PARTNERS' CAPITAL | SHAREHOLDERS’ EQUITY AND PARTNERS’ CAPITAL MGP dividends and Operating Partnership distributions. The following table presents the distributions declared and paid by the Operating Partnership and the dividends declared and paid by MGP for the nine months ended September 30, 2018 and September 30, 2017 . MGP pays its dividends with the receipt of its share of the Operating Partnership’s distributions. Declaration Date Record Date Distribution/ Dividend Per Unit/ Share Payment Date Operating Partnership Distribution MGP Class A Dividend (in thousands, except per unit and per share amount) 2018 March 15, 2018 March 30, 2018 $ 0.4200 April 15, 2018 $ 111,733 $ 29,777 June 15, 2018 June 29, 2018 $ 0.4300 July 16, 2018 $ 114,399 $ 30,492 September 17, 2018 September 28, 2018 $ 0.4375 October 15, 2018 $ 116,395 $ 31,024 2017 March 15, 2017 March 31, 2017 $ 0.3875 April 13, 2017 $ 94,109 $ 22,282 June 15, 2017 June 30, 2017 $ 0.3950 July 14, 2017 $ 95,995 $ 22,777 September 15, 2017 September 29, 2017 $ 0.3950 October 13, 2017 $ 101,222 $ 28,004 Dividends with respect to MGP’s Class A shares are characterized for federal income tax purposes as taxable ordinary dividends, capital gains dividends, non-dividend distributions or a combination thereof. |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Income | 9 Months Ended |
Sep. 30, 2018 | |
Equity [Abstract] | |
ACCUMULATED OTHER COMPREHENSIVE INCOME | ACCUMULATED OTHER COMPREHENSIVE INCOME Changes in accumulated other comprehensive income attributable to Class A shareholders are as follows: Cash Flow Hedges (in thousands) Balance at December 31, 2017 $ 3,108 Other comprehensive income before reclassifications 27,241 Amounts reclassified from accumulated other comprehensive income to interest expense 131 Other comprehensive income 27,372 Less: Other comprehensive (income) attributable to noncontrolling interest (20,076 ) Balance at September 30, 2018 $ 10,404 |
Net Income Per Class A Share
Net Income Per Class A Share | 9 Months Ended |
Sep. 30, 2018 | |
Earnings Per Share [Abstract] | |
NET INCOME PER CLASS A SHARE | NET INCOME PER CLASS A SHARE The table below reconciles basic and diluted net income per Class A share. Diluted weighted average Class A shares outstanding includes an adjustment for potential dilution of share-based compensation awards outstanding and does not assume conversion of the Operating Partnership units held by MGM as such conversion would be antidilutive. Net income per share has not been presented for the Class B shareholder as the Class B share is not entitled to any economic rights. Three Months Ended September 30, Nine Months Ended September 30, 2018 2017 2018 2017 (in thousands, except share amounts) Numerator: Net income attributable to Class A shares - basic and diluted $ 19,484 $ 11,025 $ 48,460 $ 33,053 Denominator: Weighted average Class A shares outstanding (1) - basic 71,005,052 60,614,664 70,991,129 58,612,916 Effect of dilutive shares for diluted net income per Class A share (2) 196,739 140,522 183,141 195,032 Weighted average Class A shares outstanding (1) - diluted 71,201,791 60,755,186 71,174,270 58,807,948 (1) Includes weighted average deferred share units granted to certain members of the board of directors. (2) No shares related to outstanding share-based compensation awards were excluded due to being antidilutive. NET INCOME PER OPERATING PARTNERSHIP UNIT The table below reconciles basic and diluted net income per Operating Partnership unit. Diluted weighted-average Operating Partnership units includes an adjustment for potential dilution of share-based compensation awards outstanding. Three Months Ended September 30, Nine Months Ended September 30, 2018 2017 2018 2017 (in thousands, except share amounts) Numerator: Net income - basic and diluted $ 69,923 $ 43,700 $ 176,151 $ 134,267 Denominator: Weighted average Operating Partnership units outstanding (1) - basic 266,139,175 245,976,800 266,125,252 243,975,052 Effect of dilutive shares for diluted net income per Operating Partnership unit (2) 196,739 140,522 183,141 195,032 Weighted average Operating Partnership units outstanding (1) - diluted 266,335,914 246,117,322 266,308,393 244,170,084 (1) Includes weighted average deferred share units granted to certain members of the Board of Directors. (2) No shares related to outstanding share-based compensation awards were excluded due to being antidilutive. |
Net Income Per Operating Partne
Net Income Per Operating Partnership Unit | 9 Months Ended |
Sep. 30, 2018 | |
Earnings Per Share [Abstract] | |
NET INCOME PER OPERATING PARTNERSHIP UNIT | NET INCOME PER CLASS A SHARE The table below reconciles basic and diluted net income per Class A share. Diluted weighted average Class A shares outstanding includes an adjustment for potential dilution of share-based compensation awards outstanding and does not assume conversion of the Operating Partnership units held by MGM as such conversion would be antidilutive. Net income per share has not been presented for the Class B shareholder as the Class B share is not entitled to any economic rights. Three Months Ended September 30, Nine Months Ended September 30, 2018 2017 2018 2017 (in thousands, except share amounts) Numerator: Net income attributable to Class A shares - basic and diluted $ 19,484 $ 11,025 $ 48,460 $ 33,053 Denominator: Weighted average Class A shares outstanding (1) - basic 71,005,052 60,614,664 70,991,129 58,612,916 Effect of dilutive shares for diluted net income per Class A share (2) 196,739 140,522 183,141 195,032 Weighted average Class A shares outstanding (1) - diluted 71,201,791 60,755,186 71,174,270 58,807,948 (1) Includes weighted average deferred share units granted to certain members of the board of directors. (2) No shares related to outstanding share-based compensation awards were excluded due to being antidilutive. NET INCOME PER OPERATING PARTNERSHIP UNIT The table below reconciles basic and diluted net income per Operating Partnership unit. Diluted weighted-average Operating Partnership units includes an adjustment for potential dilution of share-based compensation awards outstanding. Three Months Ended September 30, Nine Months Ended September 30, 2018 2017 2018 2017 (in thousands, except share amounts) Numerator: Net income - basic and diluted $ 69,923 $ 43,700 $ 176,151 $ 134,267 Denominator: Weighted average Operating Partnership units outstanding (1) - basic 266,139,175 245,976,800 266,125,252 243,975,052 Effect of dilutive shares for diluted net income per Operating Partnership unit (2) 196,739 140,522 183,141 195,032 Weighted average Operating Partnership units outstanding (1) - diluted 266,335,914 246,117,322 266,308,393 244,170,084 (1) Includes weighted average deferred share units granted to certain members of the Board of Directors. (2) No shares related to outstanding share-based compensation awards were excluded due to being antidilutive. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | COMMITMENTS AND CONTINGENCIES Litigation. In the ordinary course of business, from time to time, the Company expects to be subject to legal claims and administrative proceedings, none of which are currently outstanding, which the Company believes could have, individually or in the aggregate, a material adverse effect on its business, financial condition or results of operations, liquidity or cash flows. |
Segments
Segments | 9 Months Ended |
Sep. 30, 2018 | |
Segment Reporting [Abstract] | |
SEGMENTS | SEGMENTS Consistent with how the Company’s management reviews and assesses the Company’s financial performance, the Company and the Operating Partnership have two reportable segments, REIT and TRS. The REIT reportable segment consists of all other operations of the Company excluding Northfield and represents the majority of the Company’s business. The TRS reportable segment consists of MGP OH, Inc. and Northfield. The following tables present the Company and Operating Partnership’s segment information (in thousands) : Three Months Ended September 30, 2018 Three Months Ended September 30, 2017 REIT TRS Total REIT TRS Total Total revenues $ 216,659 $ 65,562 $ 282,221 $ 182,798 $ — $ 182,798 Operating income 120,474 14,315 134,789 89,378 — 89,378 Income before income taxes (1) 60,874 14,315 75,189 45,188 — 45,188 Income tax expense 3,177 2,089 5,266 1,488 — 1,488 Net Income (1) 57,697 12,226 69,923 43,700 — 43,700 Depreciation and amortization 61,218 5,360 66,578 68,662 — 68,662 Interest income (1) 163 — 163 1,480 — 1,480 Interest expense (1) 58,743 — 58,743 45,544 — 45,544 Capital expenditures 1 604 605 — — — Nine Months Ended September 30, 2018 Nine Months Ended September 30, 2017 REIT TRS Total REIT TRS Total Total revenues $ 652,888 $ 65,562 $ 718,450 $ 551,153 $ — $ 551,153 Operating income 330,781 14,315 345,096 271,567 — 271,567 Income before income taxes (1) 169,596 14,315 183,911 138,170 — 138,170 Income tax expense 5,671 2,089 7,760 3,903 — 3,903 Net Income (1) 163,925 12,226 176,151 134,267 — 134,267 Depreciation and amortization 197,683 5,360 203,043 190,573 — 190,573 Interest income (1) 2,473 — 2,473 3,039 — 3,039 Interest expense (1) 157,249 — 157,249 134,998 — 134,998 Capital expenditures 191 604 795 — — — (1) Income before income taxes, net income, interest income and interest expense are net of intercompany interest eliminations of $5.3 million for the three and nine months ended September 30, 2018 . Balance at September 30, 2018 Balance at December 31, 2017 REIT TRS Total REIT TRS Total Total assets $ 9,914,500 $ 1,109,720 $ 11,024,220 $ 10,351,120 $ — $ 10,351,120 |
Condensed Consolidating Financi
Condensed Consolidating Financial Information | 9 Months Ended |
Sep. 30, 2018 | |
Condensed Financial Information Disclosure [Abstract] | |
CONDENSED CONSOLIDATING FINANCIAL INFORMATION | CONDENSED CONSOLIDATING FINANCIAL INFORMATION The Operating Partnership’s senior notes were co-issued by MGP Finance Co-Issuer, Inc., a 100% owned finance subsidiary of the Operating Partnership. Obligations to pay principal and interest on the senior notes are currently guaranteed by all of the Operating Partnership’s subsidiaries, other than MGP Finance Co-Issuer, Inc., each of which is directly or indirectly 100% owned by the Operating Partnership. Such guarantees are full and unconditional, and joint and several and are subject to release in accordance with the events described below. Separate condensed financial information for the subsidiary guarantors as of September 30, 2018 and December 31, 2017 and for the nine months ended September 30, 2018 and September 30, 2017 are presented below. The guarantee of a subsidiary guarantor will be automatically released upon (i) a sale or other disposition (including by way of consolidation or merger) of the subsidiary guarantor, or the capital stock of the subsidiary guarantor; (ii) the sale or disposition of all or substantially all of the assets of the subsidiary guarantor; (iii) the designation in accordance with the indenture of a subsidiary guarantor as an unrestricted subsidiary; (iv) at such time as such subsidiary guarantor is no longer a subsidiary guarantor or other obligor with respect to any credit facilities or capital markets indebtedness of the Operating Partnership; or (v) defeasance or discharge of the notes. CONSOLIDATING BALANCE SHEET INFORMATION September 30, 2018 Operating Guarantor Partnership Co-Issuer Subsidiaries Eliminations Consolidated (in thousands) Real estate investments, net $ 594 $ — $ 9,802,816 $ — $ 9,803,410 Property and equipment, used in operations, net — — 789,039 — 789,039 Cash and cash equivalents 8,051 — 41,449 — 49,500 Tenant and other receivables, net 103 — 12,344 — 12,447 Intercompany 1,033,254 — — (1,033,254 ) — Prepaid expenses and other assets 53,797 — 2,598 — 56,395 Investments in subsidiaries 9,657,411 — — (9,657,411 ) — Above market lease, asset — — 43,407 — 43,407 Goodwill — — 17,915 — 17,915 Other intangible assets, net — — 252,107 — 252,107 Total assets $ 10,753,210 $ — $ 10,961,675 $ (10,690,665 ) $ 11,024,220 Debt, net 4,684,717 — — — 4,684,717 Due to MGM Resorts International and affiliates 330 — 72 — 402 Intercompany — — 1,033,254 (1,033,254 ) — Accounts payable, accrued expenses and other liabilities 4,170 — 35,418 — 39,588 Above market lease, liability — — 46,403 — 46,403 Accrued interest 32,395 — — — 32,395 Dividend and distribution payable 116,395 — — — 116,395 Deferred revenue — — 157,725 — 157,725 Deferred income taxes, net — — 31,392 — 31,392 Total liabilities 4,838,007 — 1,304,264 (1,033,254 ) 5,109,017 General partner — — — — — Limited partners 5,915,203 — 9,657,411 (9,657,411 ) 5,915,203 Total partners' capital 5,915,203 — 9,657,411 (9,657,411 ) 5,915,203 Total liabilities and partners’ capital $ 10,753,210 $ — $ 10,961,675 $ (10,690,665 ) $ 11,024,220 CONSOLIDATING BALANCE SHEET INFORMATION December 31, 2017 Operating Guarantor Partnership Co-Issuer Subsidiaries Eliminations Consolidated (in thousands) Real estate investments, net $ 488 $ — $ 10,021,450 $ — $ 10,021,938 Cash and cash equivalents 259,722 — — — 259,722 Tenant and other receivables, net 299 — 6,086 — 6,385 Intercompany 1,383,397 — — (1,383,397 ) — Prepaid expenses and other assets 18,487 — — — 18,487 Investments in subsidiaries 8,479,388 — — (8,479,388 ) — Above market lease, asset — — 44,588 — 44,588 Total assets $ 10,141,781 $ — $ 10,072,124 $ (9,862,785 ) $ 10,351,120 Debt, net 3,934,628 — — — 3,934,628 Due to MGM Resorts International and affiliates 962 — — — 962 Intercompany — — 1,383,397 (1,383,397 ) — Accounts payable, accrued expenses and other liabilities 4,154 — 6,086 — 10,240 Above market lease, liability — — 47,069 — 47,069 Accrued interest 22,565 — — — 22,565 Dividend and distribution payable 111,733 — — — 111,733 Deferred revenue — — 127,640 — 127,640 Deferred income taxes, net — — 28,544 — 28,544 Total liabilities 4,074,042 — 1,592,736 (1,383,397 ) 4,283,381 General partner — — — — — Limited partners 6,067,739 — 8,479,388 (8,479,388 ) 6,067,739 Total partners' capital 6,067,739 — 8,479,388 (8,479,388 ) 6,067,739 Total liabilities and partners’ capital $ 10,141,781 $ — $ 10,072,124 $ (9,862,785 ) $ 10,351,120 CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME INFORMATION Three Months Ended September 30, 2018 Operating Guarantor Partnership Co-Issuer Subsidiaries Eliminations Consolidated (in thousands) Revenues Rental revenue $ — $ — $ 186,564 $ — $ 186,564 Tenant reimbursements and other — — 30,095 — 30,095 Gaming, food, beverage and other — — 65,562 — 65,562 — — 282,221 — 282,221 Expenses Gaming, food, beverage and other — — 43,331 — 43,331 Depreciation and amortization 45 — 66,533 — 66,578 Property transactions, net — — 339 — 339 Reimbursable expenses — — 29,168 — 29,168 Amortization of above market lease, net — — 171 — 171 Acquisition-related expenses 1,931 — 2,492 — 4,423 General and administrative 3,358 — 64 — 3,422 5,334 — 142,098 — 147,432 Operating income (loss) (5,334 ) — 140,123 — 134,789 Equity in earnings of subsidiaries 129,568 — — (129,568 ) — Non-operating income (expense) Interest income 5,452 — — (5,289 ) 163 Interest expense (58,743 ) — (5,289 ) 5,289 (58,743 ) Other non-operating expenses (1,020 ) — — — (1,020 ) (54,311 ) — (5,289 ) — (59,600 ) Income before income taxes 69,923 — 134,834 (129,568 ) 75,189 Provision for income taxes — — (5,266 ) — (5,266 ) Net income $ 69,923 $ — $ 129,568 $ (129,568 ) $ 69,923 Other comprehensive income Net income 69,923 — 129,568 (129,568 ) 69,923 Unrealized gain on cash flow hedges, net 4,736 — — — 4,736 Comprehensive income $ 74,659 $ — $ 129,568 $ (129,568 ) $ 74,659 CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME INFORMATION Nine Months Ended September 30, 2018 Operating Guarantor Partnership Co-Issuer Subsidiaries Eliminations Consolidated (in thousands) Revenues Rental revenue $ — $ — $ 559,690 $ — $ 559,690 Tenant reimbursements and other — — 93,198 — 93,198 Gaming, food, beverage and other — — 65,562 — 65,562 — — 718,450 — 718,450 Expenses Gaming, food, beverage and other — — 43,331 — 43,331 Depreciation and amortization 87 — 202,956 — 203,043 Property transactions, net — — 18,851 — 18,851 Reimbursable expenses — — 90,435 — 90,435 Amortization of above market lease, net — — 514 — 514 Acquisition-related expenses 4,603 — 2,492 — 7,095 General and administrative 10,021 — 64 — 10,085 14,711 — 358,643 — 373,354 Operating income (loss) (14,711 ) — 359,807 — 345,096 Equity in earnings of subsidiaries 346,758 — — (346,758 ) — Non-operating income (expense) Interest income 7,762 — — (5,289 ) 2,473 Interest expense (157,249 ) — (5,289 ) 5,289 (157,249 ) Other non-operating expenses (6,409 ) — — — (6,409 ) (155,896 ) — (5,289 ) — (161,185 ) Income before income taxes 176,151 — 354,518 (346,758 ) 183,911 Provision for income taxes — — (7,760 ) — (7,760 ) Net income $ 176,151 $ — $ 346,758 $ (346,758 ) $ 176,151 Other comprehensive income Net income 176,151 — 346,758 (346,758 ) 176,151 Unrealized gain on cash flow hedges, net 27,372 — — — 27,372 Comprehensive income $ 203,523 $ — $ 346,758 $ (346,758 ) $ 203,523 CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME INFORMATION Three Months Ended September 30, 2017 Operating Guarantor Partnership Co-Issuer Subsidiaries Eliminations Consolidated (in thousands) Revenues Rental revenue $ — $ — $ 163,178 $ — $ 163,178 Tenant reimbursements and other — — 19,620 — 19,620 — — 182,798 — 182,798 Expenses Depreciation — — 68,662 — 68,662 Property transactions, net — — 1,662 — 1,662 Reimbursable expenses — — 18,983 — 18,983 Amortization of above market lease, net — — 172 — 172 Acquisition-related expenses 1,059 — — — 1,059 General and administrative 2,882 — — — 2,882 3,941 — 89,479 — 93,420 Operating income (loss) (3,941 ) — 93,319 — 89,378 Equity in earnings of subsidiaries 91,831 — — (91,831 ) — Non-operating income (expense) Interest income 1,480 — — — 1,480 Interest expense (45,544 ) — — — (45,544 ) Other non-operating expenses (126 ) — — — (126 ) (44,190 ) — — — (44,190 ) Income before income taxes 43,700 — 93,319 (91,831 ) 45,188 Provision for income taxes — — (1,488 ) — (1,488 ) Net income $ 43,700 $ — $ 91,831 $ (91,831 ) $ 43,700 Other comprehensive income Net income 43,700 — 91,831 (91,831 ) 43,700 Unrealized loss on cash flow hedges, net 1,754 — — — 1,754 Comprehensive income $ 45,454 $ — $ 91,831 $ (91,831 ) $ 45,454 CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME INFORMATION Nine Months Ended September 30, 2017 Operating Guarantor Partnership Co-Issuer Subsidiaries Eliminations Consolidated (in thousands) Revenues Rental revenue $ — $ — $ 489,532 $ — $ 489,532 Tenant reimbursements and other — — 61,621 — 61,621 — — 551,153 — 551,153 Expenses Depreciation — — 190,573 — 190,573 Property transactions, net — — 19,104 — 19,104 Reimbursable expenses — — 60,112 — 60,112 Amortization of above market lease, net — — 515 — 515 Acquisition-related expenses 1,059 — — — 1,059 General and administrative 8,223 — — — 8,223 9,282 — 270,304 — 279,586 Operating income (loss) (9,282 ) — 280,849 — 271,567 Equity in earnings of subsidiaries 276,946 — — (276,946 ) — Non-operating income (expense) Interest income 3,039 — — — 3,039 Interest expense (134,998 ) — — — (134,998 ) Other non-operating expenses (1,438 ) — — — (1,438 ) (133,397 ) — — — (133,397 ) Income before income taxes 134,267 — 280,849 (276,946 ) 138,170 Provision for income taxes — — (3,903 ) — (3,903 ) Net income $ 134,267 $ — $ 276,946 $ (276,946 ) $ 134,267 Other comprehensive income Net income 134,267 — 276,946 (276,946 ) 134,267 Unrealized loss on cash flow hedges, net (2,992 ) — — — (2,992 ) Comprehensive income $ 131,275 $ — $ 276,946 $ (276,946 ) $ 131,275 CONSOLIDATING STATEMENT OF CASH FLOWS INFORMATION Nine Months Ended September 30, 2018 Operating Guarantor Partnership Co-Issuer Subsidiaries Eliminations Consolidated (in thousands) Cash flows from operating activities Net cash provided by (used in) operating activities $ (149,511 ) $ — $ 582,598 $ — $ 433,087 Cash flows from investing activities Capital expenditures for property and equipment (191 ) — (604 ) — (795 ) Acquisition of Northfield, net of cash acquired (1,068,337 ) — 33,803 — (1,034,534 ) Net cash used in investing activities (1,068,528 ) — 33,199 — (1,035,329 ) Cash flows from financing activities Net borrowings (repayments) under bank credit facility 747,375 — — — 747,375 Deferred financing costs (17,490 ) — — — (17,490 ) Distributions paid (337,865 ) — — — (337,865 ) Cash received by Parent on behalf of Guarantor Subsidiaries 574,348 — (574,348 ) — — Net cash provided by (used in) financing activities 966,368 — (574,348 ) — 392,020 Cash and cash equivalents Net increase for the period (251,671 ) — 41,449 — (210,222 ) Balance, beginning of period 259,722 — — — 259,722 Balance, end of period $ 8,051 $ — $ 41,449 $ — $ 49,500 CONSOLIDATING STATEMENT OF CASH FLOWS INFORMATION Nine Months Ended September 30, 2017 Operating Guarantor Partnership Co-Issuer Subsidiaries Eliminations Consolidated (in thousands) Cash flows from operating activities Net cash provided by (used in) operating activities $ (129,495 ) $ — $ 493,350 $ — $ 363,855 Cash flows from investing activities Capital expenditures for property and equipment — — — — — Net cash used in investing activities — — — — — Cash flows from financing activities Proceeds from issuance of debt 350,000 — — — 350,000 Deferred financing costs (5,381 ) — — — (5,381 ) Repayment of debt principal (33,500 ) — — — (33,500 ) Proceeds from purchase of operating partnership units by MGP 387,548 — — — 387,548 Distributions paid (284,213 ) — — — (284,213 ) Cash received by Parent on behalf of Guarantor Subsidiaries 493,350 — (493,350 ) — — Net cash provided by (used in) financing activities 907,804 — (493,350 ) — 414,454 Cash and cash equivalents Net increase for the period 778,309 — — — 778,309 Balance, beginning of period 360,492 — — — 360,492 Balance, end of period $ 1,138,801 $ — $ — $ — $ 1,138,801 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2018 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of presentation. The accompanying condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) for interim financial information set forth in the Accounting Standards Codification (“ASC”), as published by the Financial Accounting Standards Board (“FASB”), and with the applicable rules and regulations of the Securities and Exchange Commission (“SEC”). Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. All adjustments (consisting of normal recurring accruals) considered necessary for a fair statement of results for the interim period have been included. Certain reclassifications have been made to conform the prior period presentation. Property tax expense was separately classified in prior periods and is now classified within “reimbursable expenses” in the accompanying condensed consolidated statements of operations. |
Variable Interest Entities | Variable Interest Entities. The condensed consolidated financial statements of MGP include the accounts of the Operating Partnership, a VIE of which the Company is the primary beneficiary, as well as its wholly owned and majority-owned subsidiaries. MGP’s maximum exposure to loss is the carrying value of the assets and liabilities of the Operating Partnership, which represents all of MGP’s assets and liabilities. As MGP holds what is deemed a majority voting interest in the Operating Partnership through its ownership of the Operating Partnership’s sole general partner, it qualifies for the exemption from providing certain of the required disclosures associated with investments in VIEs. The condensed consolidated financial statements of the Operating Partnership include the accounts of its wholly owned subsidiary, the Landlord, which owns the real estate, a VIE of which the Operating Partnership is the primary beneficiary. |
Noncontrolling Interest | Noncontrolling interest. The Company presents noncontrolling interest and classifies such interest as a component of consolidated shareholders’ equity, separate from the Company’s Class A shareholders’ equity. Noncontrolling interest in the Company represents Operating Partnership units currently held by subsidiaries of MGM. Net income or loss of the Operating Partnership is allocated to its noncontrolling interest based on the noncontrolling interest’s ownership percentage in the Operating Partnership except for income tax expenses. Ownership percentage is calculated by dividing the number of Operating Partnership units held by the noncontrolling interest by the total Operating Partnership units held by the noncontrolling interest and the Company. Issuance of additional Class A shares and Operating Partnership units changes the ownership interests of both the noncontrolling interest and the Company. Such transactions and the related proceeds are treated as capital transactions. MGM may tender its Operating Partnership units for redemption by the Operating Partnership in exchange for cash equal to the market price of MGP’s Class A shares at the time of redemption or for unregistered Class A shares on a one-for-one basis. Such selection to pay cash or issue Class A shares to satisfy an Operating Partnership unitholder’s redemption request is solely within the control of MGP’s independent conflicts committee. |
Fair Value Measurements | Fair value measurements. Fair value measurements are utilized in the accounting and impairment assessments of its long-lived assets, assets acquired and liabilities assumed in a business combination, and goodwill and other intangible assets. Fair value measurements also affect the Company’s accounting for certain of its financial assets and liabilities. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date and is measured according to a hierarchy that includes: Level 1 inputs, such as quoted prices in an active market; Level 2 inputs, which are observable inputs for similar assets; or Level 3 inputs, which are unobservable inputs. The Company used the following inputs in its fair value measurements: • Level 2 inputs for its long-term debt fair value disclosures. See Note 8; • Level 2 inputs when measuring the fair value of its interest rate swaps. See Note 9; and • Level 2 and Level 3 inputs when assessing the fair value of assets acquired and liabilities assumed during the Northfield Acquisition. See Note 3. |
Real Estate Investments | Real estate investments. Real estate investments consist of land, buildings, improvements and integral equipment related to the Landlord. The contribution or acquisition of the real property by the Operating Partnership from MGM represent transactions between entities under common control, and as a result, such real estate was initially recorded by the Company at MGM’s historical cost basis, less accumulated depreciation (i.e., there was no change in the basis of the contributed assets), as of the contribution or acquisition dates. Costs of maintenance and repairs to real estate investments are the responsibility of the Tenant under the Master Lease. |
Property and Equipment Used in Operations | Property and Equipment used in operations. Property and equipment used in operations are stated at cost. The property and equipment used in operations was acquired through the Northfield Acquisition and therefore recognized at fair value at the acquisition date. Property and equipment used in operations are generally depreciated over the following useful lives on a straight-line basis: Buildings and improvements 20 to 40 years Land improvements 10 to 20 years Furniture, fixtures and equipment 3 to 20 years The Company evaluates its property and equipment and other long-lived assets for impairment based on its classification as held for sale or to be held and used. Several criteria must be met before an asset is classified as held for sale, including that management with the appropriate authority commits to a plan to sell the asset to a third-party at a reasonable price in relation to its fair value and is actively seeking a buyer. For assets held for sale, the Company recognizes the asset at the lower of carrying value or fair market value less costs to sell, as estimated based on comparable asset sales, offers received, or a discounted cash flow model. For assets to be held and used, the Company reviews for impairment whenever indicators of impairment exist. The Company then compares the estimated future cash flows of the asset, on an undiscounted basis, to the carrying value of the asset. If the undiscounted cash flows exceed the carrying value, no impairment is indicated. If the undiscounted cash flows do not exceed the carrying value, then an impairment charge is recorded based on the fair value of the asset, typically measured using a discounted cash flow model. All recognized impairment losses, whether for assets held for sale or assets to be held and used, are recorded as operating expenses. |
Goodwill and Other Intangible Assets | Goodwill and other intangible assets. Goodwill represents the excess of purchase price over fair market value of net assets acquired in business combinations. Goodwill and indefinite-lived intangible assets must be reviewed for impairment at least annually and between annual test dates in certain circumstances. The Company performs its annual impairment tests in the fourth quarter of each fiscal year. The Company will perform its first such annual impairment test in the fourth quarter of 2018. Accounting guidance provides entities the option to perform a qualitative assessment of goodwill and indefinite-lived intangible assets (commonly referred to as step zero) in order to determine whether further impairment testing is necessary. In performing the step zero analysis the Company considers macroeconomic conditions, industry and market considerations, current and forecasted financial performance, entity-specific events, and changes in the composition or carrying amount of net assets of reporting units for goodwill. In addition, the Company takes into consideration the amount of excess of fair value over carrying value determined in the last quantitative analysis that was performed, as well as the period of time that has passed since the last quantitative analysis. If the step zero analysis indicates that it is more likely than not that the fair value is less than its carrying amount, the entity would proceed to a quantitative analysis. Under the quantitative analysis, goodwill for relevant reporting units is tested for impairment using a discounted cash flow analysis based on the estimated future results of the Company’s reporting units discounted using market discount rates and market indicators of terminal year capitalization rates, and a market approach that utilizes business enterprise value multiples based on a range of multiples from the Company’s peer group. An impairment charge is recognized for the amount by which the carrying value exceeds the reporting unit’s fair value, not to exceed the total amount of goodwill allocated to that reporting unit. Under the qualitative analysis, the license rights are tested for impairment using a discounted cash flow approach. If the fair value of an indefinite-lived intangible asset is less than its carrying amount, an impairment loss is recognized equal to the difference. |
Deferred Revenue | Deferred revenue. The Company receives nonmonetary consideration related to Non-Normal Tenant Improvements as they become MGP’s property pursuant to the Master Lease and recognizes the cost basis of Non-Normal Tenant Improvements as real estate investments and deferred revenue. The Company depreciates the real estate investments over their estimated useful lives and amortizes the deferred revenue as additional rental revenue over the remaining term of the Master Lease once the related real estate assets are placed in service. Revenue recognition. Rental revenue under the Master Lease is recognized on a straight-line basis over the non-cancelable term and reasonably assured renewal periods, which includes the initial lease term of ten years and all four additional five -year terms under the Master Lease, for all contractual revenues that are determined to be fixed and measurable. The difference between such rental revenue earned and the cash rent due under the provisions of the Master Lease is recorded as deferred rent receivable and included as a component of tenant and other receivables, net or as deferred revenue if cash rent due exceeds rental revenue earned. Tenant reimbursement revenue arises from costs for which the Company is the primary obligor that are required to be paid by the Tenant or reimbursed to the Company pursuant to the Master Lease. This revenue is recognized in the same periods as the expense is incurred. Northfield generates gaming, food, beverage and other revenue, which primarily consists of video lottery terminal (“VLT”) wager transactions and food and beverage transactions. The transaction price for a VLT wager is the difference between gaming wins and losses (net win). The Company accounts for VLT revenue on a portfolio basis given the similar characteristics of wagers by recognizing net win per gaming day versus on an individual wager basis. The transaction price of food and beverage contracts is the amount collected from the customer or stand-alone selling price for such goods and services and is recorded when the delivery is made. Sales and usage-based taxes are excluded from revenues. |
Income Tax Provision | Income tax provision. For interim income tax reporting the Company estimates its annual effective tax rate and applies it to its year-to-date ordinary income. The tax effects of unusual or infrequently occurring items, including changes in judgment about valuation allowances and effects of changes in tax laws or rates, are reported in the interim period in which they occur. |
Recently Issued Accounting Pronouncements | Recently issued accounting standards. In January 2017, FASB issued Accounting Standards Update (“ASU”) No. 2017-04, Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment (“ASU 2017-04”). ASU 2017-04 simplifies the subsequent measurement of goodwill by eliminating step two from the goodwill impairment test. Under the amended guidance, the Company will perform its annual goodwill impairment tests (and interim tests if any are determined to be necessary) by comparing the fair value of its reporting units with their carrying value, and an impairment charge, if any, will be recognized for the amount by which the carrying value exceeds the reporting unit’s fair value, not to exceed the total amount of goodwill allocated to that reporting unit. The Company early adopted ASU 2017-04 and it did not have a material effect on the Company’s consolidated financial statements. In August 2017, the FASB issued ASU No. 2017-12, Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities (“ASU 2017-12”). ASU 2017-12 is effective for fiscal years beginning after December 15, 2018, and interim periods within those years. ASU 2017-12 amends the hedge accounting recognition and presentation requirements in order to improve the transparency and understandability of information about an entity’s risk management activities, and simplifies the application of hedge accounting. The Company does not expect the adoption of ASU 2017-12 to have a material effect on its consolidated financial statements. In 2016 and 2018, the FASB issued ASC 842 “Leases (Topic 842),” which replaces the existing guidance in ASC 840, “Leases.” ASC 842 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2018. ASC 842 requires a dual approach for lessee accounting under which a lessee would account for leases as finance leases or operating leases. Both finance leases and operating leases will result in the lessee recognizing a right-of-use (“ROU”) asset and a corresponding lease liability. For finance leases, the lessee will recognize interest expense and amortization of the ROU asset and for operating leases the lessee will recognize a straight-line total lease expense. The Company will adopt ASC 842 on January 1, 2019 utilizing the simplified transition method. The Company has established a cross-functional implementation team to evaluate the impact of the new standard and is in the process of executing the implementation plan which included performing an assessment of its existing leasing arrangements. The Company plans to elect the package of practical expedients available under ASC 842, which includes that the Company need not reassess the lease classification for existing contracts. Accordingly, the Master Lease will continue to be classified as an operating lease and, as such, the Company does not expect the adoption of ASC 842 to have a material effect on the Company’s consolidated financial statements. In May 2014, the FASB issued ASC 606, Revenue from Contracts with Customers (Topic 606) which outlines a new, single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance, including industry-specific guidance. Under the standard, revenue is recognized when a customer obtains control of promised goods or services in an amount that reflects the consideration the entity expects to receive in exchange for those goods and services. The Company adopted ASC 606 on January 1, 2018 and it did not have a material impact on the Company’s financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Accounting Policies [Abstract] | |
Useful Lives of Property and Equipment Used in Operations | Property and equipment used in operations are generally depreciated over the following useful lives on a straight-line basis: Buildings and improvements 20 to 40 years Land improvements 10 to 20 years Furniture, fixtures and equipment 3 to 20 years The carrying value of property and equipment used in operations of the TRS is as follows: September 30, 2018 (in thousands) Land $ 392,500 Buildings, building improvements and land improvements 382,683 Furniture, fixtures and equipment 17,998 Construction in progress 230 793,411 Less: Accumulated depreciation (4,372 ) $ 789,039 |
Northfield Acquisition (Tables)
Northfield Acquisition (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Business Combinations [Abstract] | |
Fair Value of Assets Acquired and Liabilities Assumed | The following table sets forth the preliminary purchase price allocation (in thousands): Fair value of assets acquired and liabilities: Property and equipment used in operations $ 792,807 Cash and cash equivalents 35,831 Racing and gaming licenses 228,000 Customer list 25,000 Goodwill 17,915 Other assets 9,598 Other liabilities (38,786 ) $ 1,070,365 |
MGP and Operating Partnership Pro Forma Information | The following table represents MGP's and the Operating Partnership’s unaudited pro forma information for the nine-months ended September 30, 2018 and 2017: 2018 2017 (unaudited, in thousands, except per share amounts) Net revenues $ 858,051 $ 740,444 Net income 190,358 134,957 Net income attributable to Class A shareholders 52,247 33,327 Basic net income per Class A share 0.74 0.57 Diluted net income per Class A share 0.73 0.57 |
Real Estate Investments (Tables
Real Estate Investments (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Real Estate [Abstract] | |
Carrying Value of Real Estate Investments | The carrying value of real estate investments is as follows: September 30, 2018 December 31, 2017 (in thousands) Land $ 4,143,513 $ 4,143,513 Buildings, building improvements, land improvements and integral equipment 8,411,369 8,512,334 12,554,882 12,655,847 Less: Accumulated depreciation (2,751,472 ) (2,633,909 ) $ 9,803,410 $ 10,021,938 |
Property and Equipment Used I_2
Property and Equipment Used In Operations (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Property, Plant and Equipment [Abstract] | |
Carrying Value of Property and Equipment Used In Operations | Property and equipment used in operations are generally depreciated over the following useful lives on a straight-line basis: Buildings and improvements 20 to 40 years Land improvements 10 to 20 years Furniture, fixtures and equipment 3 to 20 years The carrying value of property and equipment used in operations of the TRS is as follows: September 30, 2018 (in thousands) Land $ 392,500 Buildings, building improvements and land improvements 382,683 Furniture, fixtures and equipment 17,998 Construction in progress 230 793,411 Less: Accumulated depreciation (4,372 ) $ 789,039 |
Goodwill and Other Intangible_2
Goodwill and Other Intangible Assets (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Composition of Goodwill and Other Intangible Assets | Goodwill and other intangible assets consisted of the following: September 30, 2018 (in thousands) Goodwill $ 17,915 Indefinite-lived intangible assets: Racing and gaming licenses 228,000 Total indefinite-lived intangible assets 228,000 Finite-lived intangible assets: Customer lists 25,000 Less: Accumulated amortization (893 ) 24,107 Total finite-lived intangible assets, net 24,107 Total other intangible assets, net $ 252,107 |
Summary of Changes in Goodwill by Reportable Segment | A summary of changes in the Company’s goodwill by reportable segment is as follows: 2018 Balance at January 1 Acquisitions Balance at September 30 (in thousands) Goodwill, net by reportable segment: TRS $ — $ 17,915 $ 17,915 |
Remaining Estimated Future Amortization | Total amortization expense related to intangible assets was $0.9 million for the three and nine months ending September 30, 2018. Remaining estimated future amortization is as follows: (in thousands) Years ending December 31, 2018 $ 893 2019 3,571 2020 3,571 2021 3,571 2022 3,571 Thereafter 8,930 $ 24,107 |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Debt Disclosure [Abstract] | |
Debt | Debt consists of the following: September 30, December 31, 2018 2017 (in thousands) Senior secured credit facility: Senior secured term loan A facility $ 470,000 $ 273,750 Senior secured term loan B facility 1,803,750 1,817,625 Senior secured revolving credit facility 565,000 — $1,050 million 5.625% senior notes, due 2024 1,050,000 1,050,000 $500 million 4.50% senior notes, due 2026 500,000 500,000 $350 million 4.50% senior notes, due 2028 350,000 350,000 4,738,750 3,991,375 Less: Unamortized discount and debt issuance costs (54,033 ) (56,747 ) $ 4,684,717 $ 3,934,628 |
Shareholders' Equity and Part_2
Shareholders' Equity and Partners' Capital (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Equity [Abstract] | |
Distributions and Dividends Declared and Paid | The following table presents the distributions declared and paid by the Operating Partnership and the dividends declared and paid by MGP for the nine months ended September 30, 2018 and September 30, 2017 . MGP pays its dividends with the receipt of its share of the Operating Partnership’s distributions. Declaration Date Record Date Distribution/ Dividend Per Unit/ Share Payment Date Operating Partnership Distribution MGP Class A Dividend (in thousands, except per unit and per share amount) 2018 March 15, 2018 March 30, 2018 $ 0.4200 April 15, 2018 $ 111,733 $ 29,777 June 15, 2018 June 29, 2018 $ 0.4300 July 16, 2018 $ 114,399 $ 30,492 September 17, 2018 September 28, 2018 $ 0.4375 October 15, 2018 $ 116,395 $ 31,024 2017 March 15, 2017 March 31, 2017 $ 0.3875 April 13, 2017 $ 94,109 $ 22,282 June 15, 2017 June 30, 2017 $ 0.3950 July 14, 2017 $ 95,995 $ 22,777 September 15, 2017 September 29, 2017 $ 0.3950 October 13, 2017 $ 101,222 $ 28,004 |
Accumulated Other Comprehensi_2
Accumulated Other Comprehensive Income (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Equity [Abstract] | |
Changes in Accumulated Other Comprehensive Income | Changes in accumulated other comprehensive income attributable to Class A shareholders are as follows: Cash Flow Hedges (in thousands) Balance at December 31, 2017 $ 3,108 Other comprehensive income before reclassifications 27,241 Amounts reclassified from accumulated other comprehensive income to interest expense 131 Other comprehensive income 27,372 Less: Other comprehensive (income) attributable to noncontrolling interest (20,076 ) Balance at September 30, 2018 $ 10,404 |
Net Income Per Class A Share (T
Net Income Per Class A Share (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Earnings Per Share [Abstract] | |
Net Income and Number of Class A Shares Used in the Calculation of Basic and Diluted Income Per Share | The table below reconciles basic and diluted net income per Class A share. Diluted weighted average Class A shares outstanding includes an adjustment for potential dilution of share-based compensation awards outstanding and does not assume conversion of the Operating Partnership units held by MGM as such conversion would be antidilutive. Net income per share has not been presented for the Class B shareholder as the Class B share is not entitled to any economic rights. Three Months Ended September 30, Nine Months Ended September 30, 2018 2017 2018 2017 (in thousands, except share amounts) Numerator: Net income attributable to Class A shares - basic and diluted $ 19,484 $ 11,025 $ 48,460 $ 33,053 Denominator: Weighted average Class A shares outstanding (1) - basic 71,005,052 60,614,664 70,991,129 58,612,916 Effect of dilutive shares for diluted net income per Class A share (2) 196,739 140,522 183,141 195,032 Weighted average Class A shares outstanding (1) - diluted 71,201,791 60,755,186 71,174,270 58,807,948 (1) Includes weighted average deferred share units granted to certain members of the board of directors. (2) No shares related to outstanding share-based compensation awards were excluded due to being antidilutive. The table below reconciles basic and diluted net income per Operating Partnership unit. Diluted weighted-average Operating Partnership units includes an adjustment for potential dilution of share-based compensation awards outstanding. Three Months Ended September 30, Nine Months Ended September 30, 2018 2017 2018 2017 (in thousands, except share amounts) Numerator: Net income - basic and diluted $ 69,923 $ 43,700 $ 176,151 $ 134,267 Denominator: Weighted average Operating Partnership units outstanding (1) - basic 266,139,175 245,976,800 266,125,252 243,975,052 Effect of dilutive shares for diluted net income per Operating Partnership unit (2) 196,739 140,522 183,141 195,032 Weighted average Operating Partnership units outstanding (1) - diluted 266,335,914 246,117,322 266,308,393 244,170,084 (1) Includes weighted average deferred share units granted to certain members of the Board of Directors. (2) No shares related to outstanding share-based compensation awards were excluded due to being antidilutive. |
Net Income Per Operating Part_2
Net Income Per Operating Partnership Unit (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Earnings Per Share [Abstract] | |
Net Income and Number of Operating Partnership Units Used in the Calculation of Basic and Diluted Income Per Share | The table below reconciles basic and diluted net income per Class A share. Diluted weighted average Class A shares outstanding includes an adjustment for potential dilution of share-based compensation awards outstanding and does not assume conversion of the Operating Partnership units held by MGM as such conversion would be antidilutive. Net income per share has not been presented for the Class B shareholder as the Class B share is not entitled to any economic rights. Three Months Ended September 30, Nine Months Ended September 30, 2018 2017 2018 2017 (in thousands, except share amounts) Numerator: Net income attributable to Class A shares - basic and diluted $ 19,484 $ 11,025 $ 48,460 $ 33,053 Denominator: Weighted average Class A shares outstanding (1) - basic 71,005,052 60,614,664 70,991,129 58,612,916 Effect of dilutive shares for diluted net income per Class A share (2) 196,739 140,522 183,141 195,032 Weighted average Class A shares outstanding (1) - diluted 71,201,791 60,755,186 71,174,270 58,807,948 (1) Includes weighted average deferred share units granted to certain members of the board of directors. (2) No shares related to outstanding share-based compensation awards were excluded due to being antidilutive. The table below reconciles basic and diluted net income per Operating Partnership unit. Diluted weighted-average Operating Partnership units includes an adjustment for potential dilution of share-based compensation awards outstanding. Three Months Ended September 30, Nine Months Ended September 30, 2018 2017 2018 2017 (in thousands, except share amounts) Numerator: Net income - basic and diluted $ 69,923 $ 43,700 $ 176,151 $ 134,267 Denominator: Weighted average Operating Partnership units outstanding (1) - basic 266,139,175 245,976,800 266,125,252 243,975,052 Effect of dilutive shares for diluted net income per Operating Partnership unit (2) 196,739 140,522 183,141 195,032 Weighted average Operating Partnership units outstanding (1) - diluted 266,335,914 246,117,322 266,308,393 244,170,084 (1) Includes weighted average deferred share units granted to certain members of the Board of Directors. (2) No shares related to outstanding share-based compensation awards were excluded due to being antidilutive. |
Segments (Tables)
Segments (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Segment Reporting [Abstract] | |
Company's Income Statement Segment Information | The following tables present the Company and Operating Partnership’s segment information (in thousands) : Three Months Ended September 30, 2018 Three Months Ended September 30, 2017 REIT TRS Total REIT TRS Total Total revenues $ 216,659 $ 65,562 $ 282,221 $ 182,798 $ — $ 182,798 Operating income 120,474 14,315 134,789 89,378 — 89,378 Income before income taxes (1) 60,874 14,315 75,189 45,188 — 45,188 Income tax expense 3,177 2,089 5,266 1,488 — 1,488 Net Income (1) 57,697 12,226 69,923 43,700 — 43,700 Depreciation and amortization 61,218 5,360 66,578 68,662 — 68,662 Interest income (1) 163 — 163 1,480 — 1,480 Interest expense (1) 58,743 — 58,743 45,544 — 45,544 Capital expenditures 1 604 605 — — — Nine Months Ended September 30, 2018 Nine Months Ended September 30, 2017 REIT TRS Total REIT TRS Total Total revenues $ 652,888 $ 65,562 $ 718,450 $ 551,153 $ — $ 551,153 Operating income 330,781 14,315 345,096 271,567 — 271,567 Income before income taxes (1) 169,596 14,315 183,911 138,170 — 138,170 Income tax expense 5,671 2,089 7,760 3,903 — 3,903 Net Income (1) 163,925 12,226 176,151 134,267 — 134,267 Depreciation and amortization 197,683 5,360 203,043 190,573 — 190,573 Interest income (1) 2,473 — 2,473 3,039 — 3,039 Interest expense (1) 157,249 — 157,249 134,998 — 134,998 Capital expenditures 191 604 795 — — — (1) Income before income taxes, net income, interest income and interest expense are net of intercompany interest eliminations of $5.3 million for the three and nine months ended September 30, 2018 . Balance at September 30, 2018 Balance at December 31, 2017 REIT TRS Total REIT TRS Total Total assets $ 9,914,500 $ 1,109,720 $ 11,024,220 $ 10,351,120 $ — $ 10,351,120 |
Condensed Consolidating Finan_2
Condensed Consolidating Financial Information (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Condensed Financial Information Disclosure [Abstract] | |
Consolidating Balance Sheet Information | CONSOLIDATING BALANCE SHEET INFORMATION September 30, 2018 Operating Guarantor Partnership Co-Issuer Subsidiaries Eliminations Consolidated (in thousands) Real estate investments, net $ 594 $ — $ 9,802,816 $ — $ 9,803,410 Property and equipment, used in operations, net — — 789,039 — 789,039 Cash and cash equivalents 8,051 — 41,449 — 49,500 Tenant and other receivables, net 103 — 12,344 — 12,447 Intercompany 1,033,254 — — (1,033,254 ) — Prepaid expenses and other assets 53,797 — 2,598 — 56,395 Investments in subsidiaries 9,657,411 — — (9,657,411 ) — Above market lease, asset — — 43,407 — 43,407 Goodwill — — 17,915 — 17,915 Other intangible assets, net — — 252,107 — 252,107 Total assets $ 10,753,210 $ — $ 10,961,675 $ (10,690,665 ) $ 11,024,220 Debt, net 4,684,717 — — — 4,684,717 Due to MGM Resorts International and affiliates 330 — 72 — 402 Intercompany — — 1,033,254 (1,033,254 ) — Accounts payable, accrued expenses and other liabilities 4,170 — 35,418 — 39,588 Above market lease, liability — — 46,403 — 46,403 Accrued interest 32,395 — — — 32,395 Dividend and distribution payable 116,395 — — — 116,395 Deferred revenue — — 157,725 — 157,725 Deferred income taxes, net — — 31,392 — 31,392 Total liabilities 4,838,007 — 1,304,264 (1,033,254 ) 5,109,017 General partner — — — — — Limited partners 5,915,203 — 9,657,411 (9,657,411 ) 5,915,203 Total partners' capital 5,915,203 — 9,657,411 (9,657,411 ) 5,915,203 Total liabilities and partners’ capital $ 10,753,210 $ — $ 10,961,675 $ (10,690,665 ) $ 11,024,220 CONSOLIDATING BALANCE SHEET INFORMATION December 31, 2017 Operating Guarantor Partnership Co-Issuer Subsidiaries Eliminations Consolidated (in thousands) Real estate investments, net $ 488 $ — $ 10,021,450 $ — $ 10,021,938 Cash and cash equivalents 259,722 — — — 259,722 Tenant and other receivables, net 299 — 6,086 — 6,385 Intercompany 1,383,397 — — (1,383,397 ) — Prepaid expenses and other assets 18,487 — — — 18,487 Investments in subsidiaries 8,479,388 — — (8,479,388 ) — Above market lease, asset — — 44,588 — 44,588 Total assets $ 10,141,781 $ — $ 10,072,124 $ (9,862,785 ) $ 10,351,120 Debt, net 3,934,628 — — — 3,934,628 Due to MGM Resorts International and affiliates 962 — — — 962 Intercompany — — 1,383,397 (1,383,397 ) — Accounts payable, accrued expenses and other liabilities 4,154 — 6,086 — 10,240 Above market lease, liability — — 47,069 — 47,069 Accrued interest 22,565 — — — 22,565 Dividend and distribution payable 111,733 — — — 111,733 Deferred revenue — — 127,640 — 127,640 Deferred income taxes, net — — 28,544 — 28,544 Total liabilities 4,074,042 — 1,592,736 (1,383,397 ) 4,283,381 General partner — — — — — Limited partners 6,067,739 — 8,479,388 (8,479,388 ) 6,067,739 Total partners' capital 6,067,739 — 8,479,388 (8,479,388 ) 6,067,739 Total liabilities and partners’ capital $ 10,141,781 $ — $ 10,072,124 $ (9,862,785 ) $ 10,351,120 |
Consolidating Statement of Operations and Comprehensive Income Information | CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME INFORMATION Three Months Ended September 30, 2018 Operating Guarantor Partnership Co-Issuer Subsidiaries Eliminations Consolidated (in thousands) Revenues Rental revenue $ — $ — $ 186,564 $ — $ 186,564 Tenant reimbursements and other — — 30,095 — 30,095 Gaming, food, beverage and other — — 65,562 — 65,562 — — 282,221 — 282,221 Expenses Gaming, food, beverage and other — — 43,331 — 43,331 Depreciation and amortization 45 — 66,533 — 66,578 Property transactions, net — — 339 — 339 Reimbursable expenses — — 29,168 — 29,168 Amortization of above market lease, net — — 171 — 171 Acquisition-related expenses 1,931 — 2,492 — 4,423 General and administrative 3,358 — 64 — 3,422 5,334 — 142,098 — 147,432 Operating income (loss) (5,334 ) — 140,123 — 134,789 Equity in earnings of subsidiaries 129,568 — — (129,568 ) — Non-operating income (expense) Interest income 5,452 — — (5,289 ) 163 Interest expense (58,743 ) — (5,289 ) 5,289 (58,743 ) Other non-operating expenses (1,020 ) — — — (1,020 ) (54,311 ) — (5,289 ) — (59,600 ) Income before income taxes 69,923 — 134,834 (129,568 ) 75,189 Provision for income taxes — — (5,266 ) — (5,266 ) Net income $ 69,923 $ — $ 129,568 $ (129,568 ) $ 69,923 Other comprehensive income Net income 69,923 — 129,568 (129,568 ) 69,923 Unrealized gain on cash flow hedges, net 4,736 — — — 4,736 Comprehensive income $ 74,659 $ — $ 129,568 $ (129,568 ) $ 74,659 CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME INFORMATION Nine Months Ended September 30, 2018 Operating Guarantor Partnership Co-Issuer Subsidiaries Eliminations Consolidated (in thousands) Revenues Rental revenue $ — $ — $ 559,690 $ — $ 559,690 Tenant reimbursements and other — — 93,198 — 93,198 Gaming, food, beverage and other — — 65,562 — 65,562 — — 718,450 — 718,450 Expenses Gaming, food, beverage and other — — 43,331 — 43,331 Depreciation and amortization 87 — 202,956 — 203,043 Property transactions, net — — 18,851 — 18,851 Reimbursable expenses — — 90,435 — 90,435 Amortization of above market lease, net — — 514 — 514 Acquisition-related expenses 4,603 — 2,492 — 7,095 General and administrative 10,021 — 64 — 10,085 14,711 — 358,643 — 373,354 Operating income (loss) (14,711 ) — 359,807 — 345,096 Equity in earnings of subsidiaries 346,758 — — (346,758 ) — Non-operating income (expense) Interest income 7,762 — — (5,289 ) 2,473 Interest expense (157,249 ) — (5,289 ) 5,289 (157,249 ) Other non-operating expenses (6,409 ) — — — (6,409 ) (155,896 ) — (5,289 ) — (161,185 ) Income before income taxes 176,151 — 354,518 (346,758 ) 183,911 Provision for income taxes — — (7,760 ) — (7,760 ) Net income $ 176,151 $ — $ 346,758 $ (346,758 ) $ 176,151 Other comprehensive income Net income 176,151 — 346,758 (346,758 ) 176,151 Unrealized gain on cash flow hedges, net 27,372 — — — 27,372 Comprehensive income $ 203,523 $ — $ 346,758 $ (346,758 ) $ 203,523 CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME INFORMATION Three Months Ended September 30, 2017 Operating Guarantor Partnership Co-Issuer Subsidiaries Eliminations Consolidated (in thousands) Revenues Rental revenue $ — $ — $ 163,178 $ — $ 163,178 Tenant reimbursements and other — — 19,620 — 19,620 — — 182,798 — 182,798 Expenses Depreciation — — 68,662 — 68,662 Property transactions, net — — 1,662 — 1,662 Reimbursable expenses — — 18,983 — 18,983 Amortization of above market lease, net — — 172 — 172 Acquisition-related expenses 1,059 — — — 1,059 General and administrative 2,882 — — — 2,882 3,941 — 89,479 — 93,420 Operating income (loss) (3,941 ) — 93,319 — 89,378 Equity in earnings of subsidiaries 91,831 — — (91,831 ) — Non-operating income (expense) Interest income 1,480 — — — 1,480 Interest expense (45,544 ) — — — (45,544 ) Other non-operating expenses (126 ) — — — (126 ) (44,190 ) — — — (44,190 ) Income before income taxes 43,700 — 93,319 (91,831 ) 45,188 Provision for income taxes — — (1,488 ) — (1,488 ) Net income $ 43,700 $ — $ 91,831 $ (91,831 ) $ 43,700 Other comprehensive income Net income 43,700 — 91,831 (91,831 ) 43,700 Unrealized loss on cash flow hedges, net 1,754 — — — 1,754 Comprehensive income $ 45,454 $ — $ 91,831 $ (91,831 ) $ 45,454 CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME INFORMATION Nine Months Ended September 30, 2017 Operating Guarantor Partnership Co-Issuer Subsidiaries Eliminations Consolidated (in thousands) Revenues Rental revenue $ — $ — $ 489,532 $ — $ 489,532 Tenant reimbursements and other — — 61,621 — 61,621 — — 551,153 — 551,153 Expenses Depreciation — — 190,573 — 190,573 Property transactions, net — — 19,104 — 19,104 Reimbursable expenses — — 60,112 — 60,112 Amortization of above market lease, net — — 515 — 515 Acquisition-related expenses 1,059 — — — 1,059 General and administrative 8,223 — — — 8,223 9,282 — 270,304 — 279,586 Operating income (loss) (9,282 ) — 280,849 — 271,567 Equity in earnings of subsidiaries 276,946 — — (276,946 ) — Non-operating income (expense) Interest income 3,039 — — — 3,039 Interest expense (134,998 ) — — — (134,998 ) Other non-operating expenses (1,438 ) — — — (1,438 ) (133,397 ) — — — (133,397 ) Income before income taxes 134,267 — 280,849 (276,946 ) 138,170 Provision for income taxes — — (3,903 ) — (3,903 ) Net income $ 134,267 $ — $ 276,946 $ (276,946 ) $ 134,267 Other comprehensive income Net income 134,267 — 276,946 (276,946 ) 134,267 Unrealized loss on cash flow hedges, net (2,992 ) — — — (2,992 ) Comprehensive income $ 131,275 $ — $ 276,946 $ (276,946 ) $ 131,275 |
Consolidating Statement of Cash Flows Information | CONSOLIDATING STATEMENT OF CASH FLOWS INFORMATION Nine Months Ended September 30, 2018 Operating Guarantor Partnership Co-Issuer Subsidiaries Eliminations Consolidated (in thousands) Cash flows from operating activities Net cash provided by (used in) operating activities $ (149,511 ) $ — $ 582,598 $ — $ 433,087 Cash flows from investing activities Capital expenditures for property and equipment (191 ) — (604 ) — (795 ) Acquisition of Northfield, net of cash acquired (1,068,337 ) — 33,803 — (1,034,534 ) Net cash used in investing activities (1,068,528 ) — 33,199 — (1,035,329 ) Cash flows from financing activities Net borrowings (repayments) under bank credit facility 747,375 — — — 747,375 Deferred financing costs (17,490 ) — — — (17,490 ) Distributions paid (337,865 ) — — — (337,865 ) Cash received by Parent on behalf of Guarantor Subsidiaries 574,348 — (574,348 ) — — Net cash provided by (used in) financing activities 966,368 — (574,348 ) — 392,020 Cash and cash equivalents Net increase for the period (251,671 ) — 41,449 — (210,222 ) Balance, beginning of period 259,722 — — — 259,722 Balance, end of period $ 8,051 $ — $ 41,449 $ — $ 49,500 CONSOLIDATING STATEMENT OF CASH FLOWS INFORMATION Nine Months Ended September 30, 2017 Operating Guarantor Partnership Co-Issuer Subsidiaries Eliminations Consolidated (in thousands) Cash flows from operating activities Net cash provided by (used in) operating activities $ (129,495 ) $ — $ 493,350 $ — $ 363,855 Cash flows from investing activities Capital expenditures for property and equipment — — — — — Net cash used in investing activities — — — — — Cash flows from financing activities Proceeds from issuance of debt 350,000 — — — 350,000 Deferred financing costs (5,381 ) — — — (5,381 ) Repayment of debt principal (33,500 ) — — — (33,500 ) Proceeds from purchase of operating partnership units by MGP 387,548 — — — 387,548 Distributions paid (284,213 ) — — — (284,213 ) Cash received by Parent on behalf of Guarantor Subsidiaries 493,350 — (493,350 ) — — Net cash provided by (used in) financing activities 907,804 — (493,350 ) — 414,454 Cash and cash equivalents Net increase for the period 778,309 — — — 778,309 Balance, beginning of period 360,492 — — — 360,492 Balance, end of period $ 1,138,801 $ — $ — $ — $ 1,138,801 |
Business (Details)
Business (Details) $ in Millions | Sep. 18, 2018 | May 28, 2018USD ($) | Sep. 30, 2018shares | Dec. 31, 2017shares |
Business And Organization [Line Items] | ||||
Ownership percentage acquired | 26.70% | |||
Percentage of rent under fixed rate | 90.00% | |||
Annual contractual rent growth rate | 2.00% | |||
Empire City | ||||
Business And Organization [Line Items] | ||||
Consideration transferred | $ | $ 625 | |||
Increase in annual rent received | $ | $ 50 | |||
Percentage of rent under fixed rate | 90.00% | |||
Annual contractual rent growth rate | 2.00% | |||
Exchange of Operating Partnership Units to MGP's Class A Shares | ||||
Business And Organization [Line Items] | ||||
Operating Partnership unit conversion ratio | 1 | |||
MGM | ||||
Business And Organization [Line Items] | ||||
Operating Partnership units held (in shares) | shares | 195,134,123 | |||
Increase in ownership interest in operating partnership | 73.30% | |||
MGP Operating Partnership | ||||
Business And Organization [Line Items] | ||||
Operating Partnership units outstanding (in shares) | shares | 266,045,289 | 266,030,918 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Narrative (Details) | 3 Months Ended | 9 Months Ended |
Sep. 30, 2018USD ($) | Sep. 30, 2018USD ($)extension | |
Summary Of Significant Accounting Policies [Line Items] | ||
Treasury yield term | 10 years | |
Percentage points used in calculation for additional rent | 6.00% | |
Non-normal tenant improvements | $ 143,600,000 | $ 143,600,000 |
Number of lease extension options | extension | 4 | |
Effective tax rate | 7.00% | 4.20% |
Provision for tax sharing agreement | $ 2,100,000 | $ 2,100,000 |
Master Lease | ||
Summary Of Significant Accounting Policies [Line Items] | ||
Initial lease term | 10 years | 10 years |
Lease extension term | 5 years | 5 years |
Tenant | ||
Summary Of Significant Accounting Policies [Line Items] | ||
Initial cap of non-normal tenant improvements in the first year | $ 100,000,000 | |
Annual increase in non-normal tenant improvements | 75,000,000 | |
MGP Operating Partnership | Variable Interest Entity | ||
Summary Of Significant Accounting Policies [Line Items] | ||
Maximum exposure to loss, assets | $ 9,900,000,000 | 9,900,000,000 |
Maximum exposure to loss, liabilities | $ 239,000,000 | $ 239,000,000 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Useful Lives of Property and Equipment used in Operations (Details) | 9 Months Ended |
Sep. 30, 2018 | |
Buildings and improvements | Maximum | |
Property, Plant and Equipment [Line Items] | |
Depreciable lives | 20 years |
Buildings and improvements | Minimum | |
Property, Plant and Equipment [Line Items] | |
Depreciable lives | 3 years |
Land improvements | Maximum | |
Property, Plant and Equipment [Line Items] | |
Depreciable lives | 20 years |
Land improvements | Minimum | |
Property, Plant and Equipment [Line Items] | |
Depreciable lives | 10 years |
Furniture, fixtures and equipment | Maximum | |
Property, Plant and Equipment [Line Items] | |
Depreciable lives | 40 years |
Furniture, fixtures and equipment | Minimum | |
Property, Plant and Equipment [Line Items] | |
Depreciable lives | 20 years |
Northfield Acquisition - Northf
Northfield Acquisition - Northfield Acquisition (Details) - USD ($) $ in Thousands | Jul. 06, 2018 | Sep. 30, 2018 | Sep. 30, 2018 | Sep. 30, 2017 |
Business Acquisition [Line Items] | ||||
Amounts drawn on debt instruments during period | $ 0 | $ 350,000 | ||
Term Loan | Delayed Draw TLA | ||||
Business Acquisition [Line Items] | ||||
Amounts drawn on debt instruments during period | $ 200,000 | |||
Revolving Credit Facility | Senior Secured Revolving Credit Facility | ||||
Business Acquisition [Line Items] | ||||
Amounts drawn on debt instruments during period | $ 655,000 | |||
Northfield | ||||
Business Acquisition [Line Items] | ||||
Membership interest acquired | 100.00% | |||
Purchase price | $ 1,100,000 | |||
Net revenue | $ 65,600 | |||
Operating income | 16,900 | |||
Net income | $ 14,800 |
Northfield Acquisition - Prelim
Northfield Acquisition - Preliminary Purchase Price Allocation (Details) - USD ($) $ in Thousands | Sep. 30, 2018 | Jul. 06, 2018 | Dec. 31, 2017 |
Business Acquisition [Line Items] | |||
Goodwill | $ 17,915 | $ 0 | |
Northfield | |||
Business Acquisition [Line Items] | |||
Property and equipment used in operations | $ 792,807 | ||
Cash and cash equivalents | 35,831 | ||
Racing and gaming licenses | 228,000 | ||
Customer list | 25,000 | ||
Goodwill | 17,915 | ||
Other assets | 9,598 | ||
Other liabilities | (38,786) | ||
Total purchase price | $ 1,070,365 |
Northfield Acquisition - Pro Fo
Northfield Acquisition - Pro Forma Information (Details) - Northfield - USD ($) $ / shares in Units, $ in Thousands | 9 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2017 | |
Business Acquisition [Line Items] | ||
Net revenues | $ 858,051 | $ 740,444 |
Net income | 190,358 | 134,957 |
Net income attributable to Class A shareholders | $ 52,247 | $ 33,327 |
Basic net income per Class A share (in dollars per share) | $ 0.74 | $ 0.57 |
Diluted net income per Class A share (in dollars per share) | $ 0.73 | $ 0.57 |
Northfield Acquisition - Nort_2
Northfield Acquisition - Northfield Sale (Details) $ in Millions | Sep. 18, 2018USD ($) |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |
Percentage of rent under fixed rate | 90.00% |
Annual contractual rent growth rate | 2.00% |
Northfield | Disposal | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |
Sale price | $ 275 |
Northfield Real Estate Leased Assets | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |
Increase in annual rent payments | $ 60 |
Real Estate Investments (Detail
Real Estate Investments (Details) - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Real Estate Properties [Line Items] | ||
Real estate investments, gross | $ 12,554,882 | $ 12,655,847 |
Less: Accumulated depreciation | (2,751,472) | (2,633,909) |
Real estate investments, net | 9,803,410 | 10,021,938 |
Land | ||
Real Estate Properties [Line Items] | ||
Real estate investments, gross | 4,143,513 | 4,143,513 |
Buildings, building improvements, land improvements and integral equipment | ||
Real Estate Properties [Line Items] | ||
Real estate investments, gross | $ 8,411,369 | $ 8,512,334 |
Property and Equipment Used I_3
Property and Equipment Used In Operations (Details) - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 793,411 | |
Less: Accumulated depreciation | (4,372) | |
Property, plant and equipment, net | 789,039 | $ 0 |
Land | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 392,500 | |
Buildings, building improvements and land improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 382,683 | |
Buildings and improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 17,998 | |
Construction in progress | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 230 |
Goodwill and Other Intangible_3
Goodwill and Other Intangible Assets - Composition of Goodwill and Other Intangible Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Schedule Of Goodwill And Intangible Assets [Line Items] | ||
Goodwill | $ 17,915 | $ 0 |
Indefinite-lived intangible assets: | ||
Indefinite-lived intangible assets | 228,000 | |
Finite-lived intangible assets: | ||
Finite-lived intangible assets, net | 24,107 | |
Total other intangible assets, net | 252,107 | |
Customer lists | ||
Finite-lived intangible assets: | ||
Finite-lived intangible assets, gross | 25,000 | |
Less: Accumulated amortization | (893) | |
Finite-lived intangible assets, net | 24,107 | |
Racing and gaming licenses | ||
Indefinite-lived intangible assets: | ||
Indefinite-lived intangible assets | $ 228,000 |
Goodwill and Other Intangible_4
Goodwill and Other Intangible Assets - Summary of Changes in Goodwill by Reportable Segment (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2018USD ($) | |
Changes in goodwill: | |
Balance at January 1 | $ 0 |
Acquisitions | 17,915 |
Balance at September 30 | $ 17,915 |
Goodwill and Other Intangible_5
Goodwill and Other Intangible Assets - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended |
Sep. 30, 2018 | Sep. 30, 2018 | |
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Amortization expense related to intangible assets | $ 0.9 | $ 0.9 |
Northfield | Customer List | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Estimated useful life of acquired intangible asset | 7 years |
Goodwill and Other Intangible_6
Goodwill and Other Intangible Assets - Remaining Estimated Future Amortization (Details) $ in Thousands | Sep. 30, 2018USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2,018 | $ 893 |
2,019 | 3,571 |
2,020 | 3,571 |
2,021 | 3,571 |
2,022 | 3,571 |
Thereafter | 8,930 |
Finite-lived intangible assets, net | $ 24,107 |
Master Lease (Details)
Master Lease (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2018USD ($) | Sep. 30, 2017USD ($) | Sep. 30, 2018USD ($)extension | Sep. 30, 2017USD ($) | Sep. 18, 2018 | Apr. 01, 2018USD ($) | |
Leases [Line Items] | ||||||
Number of lease extension options | extension | 4 | |||||
Fixed annual rent escalator | 2.00% | |||||
Revenues | $ 282,221 | $ 182,798 | $ 718,450 | $ 551,153 | ||
Rental Properties | ||||||
Leases [Line Items] | ||||||
Revenues | 186,564 | 163,178 | 559,690 | 489,532 | ||
Tenant Reimbursements | ||||||
Leases [Line Items] | ||||||
Revenues | $ 30,095 | $ 19,620 | $ 93,198 | $ 61,621 | ||
Master Lease | ||||||
Leases [Line Items] | ||||||
Initial lease term | 10 years | 10 years | ||||
Lease extension term | 5 years | 5 years | ||||
Master Lease Base Rent | ||||||
Leases [Line Items] | ||||||
Fixed annual rent escalator | 2.00% | |||||
Rent payments due under master lease | $ 770,300 |
Debt (Details)
Debt (Details) - USD ($) | Sep. 30, 2018 | Dec. 31, 2017 |
Debt Instrument [Line Items] | ||
Long-term debt | $ 4,738,750,000 | $ 3,991,375,000 |
Less: Unamortized discount and debt issuance costs | (54,033,000) | (56,747,000) |
Long-term debt, net | 4,684,717,000 | 3,934,628,000 |
Senior secured term loan A facility | Term Loan | ||
Debt Instrument [Line Items] | ||
Principal amount | 470,000,000 | |
Senior secured term loan | $ 470,000,000 | 273,750,000 |
Interest rate | 4.49219% | |
Senior secured term loan B facility | Term Loan | ||
Debt Instrument [Line Items] | ||
Principal amount | $ 1,800,000,000 | |
Senior secured term loan | $ 1,803,750,000 | 1,817,625,000 |
Interest rate | 4.24219% | |
Senior secured revolving credit facility | Revolving Credit Facility | ||
Debt Instrument [Line Items] | ||
Credit facility | $ 565,000,000 | 0 |
Interest rate | 4.37% | |
5.625% senior notes, due 2024 | Senior Notes | ||
Debt Instrument [Line Items] | ||
Principal amount | $ 1,050,000,000 | |
Senior notes | $ 1,050,000,000 | 1,050,000,000 |
Interest rate | 5.625% | |
4.50% senior notes, due 2026 | Senior Notes | ||
Debt Instrument [Line Items] | ||
Principal amount | $ 500,000,000 | |
Senior notes | $ 500,000,000 | 500,000,000 |
Interest rate | 4.50% | |
4.50% senior notes, due 2028 | Senior Notes | ||
Debt Instrument [Line Items] | ||
Principal amount | $ 350,000,000 | |
Senior notes | $ 350,000,000 | $ 350,000,000 |
Interest rate | 4.50% |
Debt - Narrative (Details)
Debt - Narrative (Details) | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||||
Jun. 30, 2018USD ($) | Mar. 31, 2018 | Sep. 30, 2018USD ($) | Sep. 30, 2017USD ($) | Sep. 30, 2018USD ($) | Sep. 30, 2017USD ($) | Dec. 31, 2017USD ($) | |
Debt Instrument [Line Items] | |||||||
Estimated fair value of long-term debt | $ 4,700,000,000 | $ 4,700,000,000 | $ 4,100,000,000 | ||||
Amortization of deferred financing costs | 3,300,000 | $ 2,800,000 | 9,400,000 | $ 8,400,000 | |||
Term Loan | Senior Secured Term Loan A Facility | |||||||
Debt Instrument [Line Items] | |||||||
Principal amount under term loan facility | 470,000,000 | 470,000,000 | |||||
Borrowing capacity under credit facility | $ 200,000,000 | ||||||
Percentage of the aggregate principal amount due at quarterly payment | 0.00625 | ||||||
Repayments of long-term debt | $ 4,600,000 | $ 4,600,000 | |||||
Interest rate | 4.49219% | 4.49219% | |||||
Term Loan | Senior Secured Term Loan A Facility | LIBOR | |||||||
Debt Instrument [Line Items] | |||||||
Variable rate | 2.25% | ||||||
Term Loan | Senior Secured Term Loan B Facility | |||||||
Debt Instrument [Line Items] | |||||||
Principal amount under term loan facility | $ 1,800,000,000 | $ 1,800,000,000 | |||||
Repayments of long-term debt | $ 17,600,000 | $ 17,600,000 | |||||
Interest rate | 4.24219% | 4.24219% | |||||
Term Loan | Senior Secured Term Loan B Facility | LIBOR | |||||||
Debt Instrument [Line Items] | |||||||
Variable rate | 2.00% | ||||||
Variable rate upon corporate rating upgrade by S&P or Moody's | 1.75% | ||||||
Revolving Credit Facility | Senior Secured Revolving Credit Facility | |||||||
Debt Instrument [Line Items] | |||||||
Borrowing capacity under credit facility | $ 1,400,000,000 | $ 1,350,000,000 | $ 1,350,000,000 | ||||
Variable rate | 1.75% | ||||||
Increase to the revolving facility | $ 750,000,000 | ||||||
Interest rate | 4.37% | 4.37% | |||||
Amounts drawn on credit facility | $ 565,000,000 | $ 565,000,000 | $ 0 |
Derivatives and Hedging Activ_2
Derivatives and Hedging Activities (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2017 | |
Derivative [Line Items] | |||||
Ineffective portion of the change in fair value derivatives | $ 0 | $ 0 | $ 0 | $ 0 | |
Interest Rate Swaps | |||||
Derivative [Line Items] | |||||
Weighted average fixed rate | 1.844% | 1.844% | 1.844% | ||
Notional amount | $ 1,200 | $ 1,200 | |||
Interest expense (offset to expense) | (0.6) | $ (2) | 0.1 | $ (7.4) | |
Interest Rate Swaps | Designated as Hedging Instrument | |||||
Derivative [Line Items] | |||||
Fair value of derivative instruments | $ 38.3 | $ 38.3 | $ 11.3 |
Shareholders' Equity and Part_3
Shareholders' Equity and Partners' Capital (Details) - USD ($) $ / shares in Units, $ in Thousands | Oct. 15, 2018 | Jul. 16, 2018 | Apr. 15, 2018 | Oct. 13, 2017 | Jul. 14, 2017 | Apr. 13, 2017 |
Class A Shares | ||||||
Class of Stock [Line Items] | ||||||
Dividend per share (in dollars per share) | $ 0.4300 | $ 0.4200 | $ 0.3950 | $ 0.3950 | $ 0.3875 | |
MGP Class A Dividend | $ 30,492 | $ 29,777 | $ 28,004 | $ 22,777 | $ 22,282 | |
Class A Shares | Subsequent Event | ||||||
Class of Stock [Line Items] | ||||||
Dividend per share (in dollars per share) | $ 0.4375 | |||||
MGP Class A Dividend | $ 31,024 | |||||
MGP Operating Partnership | ||||||
Class of Stock [Line Items] | ||||||
Distribution per unit (in dollars per share) | $ 0.4300 | $ 0.4200 | $ 0.3950 | $ 0.3950 | $ 0.3875 | |
Operating Partnership Distribution | $ 114,399 | $ 111,733 | $ 101,222 | $ 95,995 | $ 94,109 | |
MGP Operating Partnership | Subsequent Event | ||||||
Class of Stock [Line Items] | ||||||
Distribution per unit (in dollars per share) | $ 0.4375 | |||||
Operating Partnership Distribution | $ 116,395 |
Accumulated Other Comprehensi_3
Accumulated Other Comprehensive Income (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | ||||||||
Balance | $ 5,974,303 | $ 6,032,546 | $ 6,067,739 | $ 5,507,344 | $ 5,562,037 | $ 5,608,261 | $ 6,067,739 | $ 5,608,261 |
Other comprehensive income before reclassifications | 27,241 | |||||||
Amounts reclassified from accumulated other comprehensive income to interest expense | 131 | |||||||
Other comprehensive income (loss) | 4,736 | 6,281 | 16,355 | 1,754 | (4,112) | (634) | 27,372 | (2,992) |
Balance | 5,915,203 | 5,974,303 | 6,032,546 | 5,840,347 | 5,507,344 | 5,562,037 | 5,915,203 | 5,840,347 |
AOCI Attributable to Parent | ||||||||
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | ||||||||
Balance | 9,141 | 7,466 | 3,108 | (680) | 295 | 445 | 3,108 | 445 |
Other comprehensive income (loss) | 1,263 | 1,675 | 4,358 | 481 | (975) | (150) | ||
Balance | $ 10,404 | $ 9,141 | $ 7,466 | $ (308) | $ (680) | $ 295 | 10,404 | $ (308) |
AOCI Attributable to Noncontrolling Interest | ||||||||
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | ||||||||
Other comprehensive income (loss) | $ 20,076 |
Net Income Per Class A Share (D
Net Income Per Class A Share (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Numerator: | ||||
Net income attributable to Class A shares - basic and diluted | $ 19,484 | $ 11,025 | $ 48,460 | $ 33,053 |
Denominator: | ||||
Basic weighted average Class A shares outstanding (in shares) | 71,005,052 | 60,614,664 | 70,991,129 | 58,612,916 |
Effect of dilutive shares for diluted net income per Class A share (in shares) | 196,739 | 140,522 | 183,141 | 195,032 |
Weighted average shares for diluted net income per Class A share (in shares) | 71,201,791 | 60,755,186 | 71,174,270 | 58,807,948 |
Potentially dilutive shares (in shares) | 0 | 0 | 0 | 0 |
Net Income Per Operating Part_3
Net Income Per Operating Partnership Unit (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Numerator: | ||||||||
Net income - basic and diluted | $ 69,923 | $ 48,059 | $ 58,169 | $ 43,700 | $ 43,875 | $ 46,692 | $ 176,151 | $ 134,267 |
Denominator: | ||||||||
Effect of dilutive shares for diluted net income per Operating Partnership unit (in shares) | 196,739 | 140,522 | 183,141 | 195,032 | ||||
Potentially dilutive shares (in shares) | 0 | 0 | 0 | 0 | ||||
MGP Operating Partnership | ||||||||
Numerator: | ||||||||
Net income - basic and diluted | $ 69,923 | $ 48,059 | $ 58,169 | $ 43,700 | $ 43,875 | $ 46,692 | $ 176,151 | $ 134,267 |
Denominator: | ||||||||
Weighted average Operating Partnership units outstanding - basic (in shares) | 266,139,175 | 245,976,800 | 266,125,252 | 243,975,052 | ||||
Effect of dilutive shares for diluted net income per Operating Partnership unit (in shares) | 196,739 | 140,522 | 183,141 | 195,032 | ||||
Weighted average Operating Partnership units outstanding - diluted (in shares) | 266,335,914 | 246,117,322 | 266,308,393 | 244,170,084 | ||||
Potentially dilutive shares (in shares) | 0 | 0 | 0 | 0 |
Segments - Company and Operatin
Segments - Company and Operating Partnership Segment Information (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | |||||||
Sep. 30, 2018USD ($) | Jun. 30, 2018USD ($) | Mar. 31, 2018USD ($) | Sep. 30, 2017USD ($) | Jun. 30, 2017USD ($) | Mar. 31, 2017USD ($) | Sep. 30, 2018USD ($)segment | Sep. 30, 2017USD ($) | Dec. 31, 2017USD ($) | |
Segment Reporting Information [Line Items] | |||||||||
Number of reportable segments | segment | 2 | ||||||||
Statement of Operations | |||||||||
Revenues | $ 282,221 | $ 182,798 | $ 718,450 | $ 551,153 | |||||
Operating income | 134,789 | 89,378 | 345,096 | 271,567 | |||||
Income before income taxes | 75,189 | 45,188 | 183,911 | 138,170 | |||||
Income tax expense | 5,266 | 1,488 | 7,760 | 3,903 | |||||
Net income | 69,923 | $ 48,059 | $ 58,169 | 43,700 | $ 43,875 | $ 46,692 | 176,151 | 134,267 | |
Depreciation and amortization | 66,578 | 68,662 | 203,043 | 190,573 | |||||
Interest income | 163 | 1,480 | 2,473 | 3,039 | |||||
Interest expense | 58,743 | 45,544 | 157,249 | 134,998 | |||||
Capital expenditures | 605 | 0 | 795 | 0 | |||||
Balance Sheets | |||||||||
Total assets | 11,024,220 | 11,024,220 | $ 10,351,120 | ||||||
Intercompany Eliminations | |||||||||
Statement of Operations | |||||||||
Interest eliminations | 5,300 | 5,300 | |||||||
MGP Operating Partnership | |||||||||
Statement of Operations | |||||||||
Revenues | 282,221 | 182,798 | 718,450 | 551,153 | |||||
Operating income | 134,789 | 89,378 | 345,096 | 271,567 | |||||
Income before income taxes | 75,189 | 45,188 | 183,911 | 138,170 | |||||
Income tax expense | 5,266 | 1,488 | 7,760 | 3,903 | |||||
Net income | 69,923 | $ 48,059 | $ 58,169 | 43,700 | $ 43,875 | $ 46,692 | 176,151 | 134,267 | |
Depreciation and amortization | 66,578 | 68,662 | 203,043 | 190,573 | |||||
Interest income | 163 | 1,480 | 2,473 | 3,039 | |||||
Interest expense | 58,743 | 45,544 | 157,249 | 134,998 | |||||
Capital expenditures | 795 | 0 | |||||||
Balance Sheets | |||||||||
Total assets | 11,024,220 | 11,024,220 | 10,351,120 | ||||||
REIT | Operating Segments | |||||||||
Statement of Operations | |||||||||
Revenues | 216,659 | 182,798 | 652,888 | 551,153 | |||||
Operating income | 120,474 | 89,378 | 330,781 | 271,567 | |||||
Income before income taxes | 60,874 | 45,188 | 169,596 | 138,170 | |||||
Income tax expense | 3,177 | 1,488 | 5,671 | 3,903 | |||||
Net income | 57,697 | 43,700 | 163,925 | 134,267 | |||||
Depreciation and amortization | 61,218 | 68,662 | 197,683 | 190,573 | |||||
Interest income | 163 | 1,480 | 2,473 | 3,039 | |||||
Interest expense | 58,743 | 45,544 | 157,249 | 134,998 | |||||
Capital expenditures | 1 | 0 | 191 | 0 | |||||
Balance Sheets | |||||||||
Total assets | 9,914,500 | 9,914,500 | 10,351,120 | ||||||
TRS | Operating Segments | |||||||||
Statement of Operations | |||||||||
Revenues | 65,562 | 0 | 65,562 | 0 | |||||
Operating income | 14,315 | 0 | 14,315 | 0 | |||||
Income before income taxes | 14,315 | 0 | 14,315 | 0 | |||||
Income tax expense | 2,089 | 0 | 2,089 | 0 | |||||
Net income | 12,226 | 0 | 12,226 | 0 | |||||
Depreciation and amortization | 5,360 | 0 | 5,360 | 0 | |||||
Interest income | 0 | 0 | 0 | 0 | |||||
Interest expense | 0 | 0 | 0 | 0 | |||||
Capital expenditures | 604 | $ 0 | 604 | $ 0 | |||||
Balance Sheets | |||||||||
Total assets | $ 1,109,720 | $ 1,109,720 | $ 0 |
Condensed Consolidating Finan_3
Condensed Consolidating Financial Information - Consolidating Balance Sheet Information (Details) - USD ($) $ in Thousands | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 |
Condensed Balance Sheet Statements, Captions [Line Items] | ||||||||
Real estate investments, net | $ 9,803,410 | $ 10,021,938 | ||||||
Property and equipment, used in operations, net | 789,039 | 0 | ||||||
Cash and cash equivalents | 49,500 | 259,722 | $ 1,138,801 | $ 360,492 | ||||
Tenant and other receivables, net | 12,447 | 6,385 | ||||||
Prepaid expenses and other assets | 56,395 | 18,487 | ||||||
Above market lease, asset | 43,407 | 44,588 | ||||||
Goodwill | 17,915 | 0 | ||||||
Other intangible assets, net | 252,107 | 0 | ||||||
Total assets | 11,024,220 | 10,351,120 | ||||||
Debt, net | 4,684,717 | 3,934,628 | ||||||
Due to MGM Resorts International and affiliates | 402 | 962 | ||||||
Accounts payable, accrued expenses and other liabilities | 39,588 | 10,240 | ||||||
Above market lease, liability | 46,403 | 47,069 | ||||||
Accrued interest | 32,395 | 22,565 | ||||||
Dividend and distribution payable | 116,395 | 111,733 | ||||||
Deferred revenue | 157,725 | 127,640 | ||||||
Deferred income taxes, net | 31,392 | 28,544 | ||||||
Total liabilities | 5,109,017 | 4,283,381 | ||||||
Total liabilities and shareholders’ equity | 11,024,220 | 10,351,120 | ||||||
MGP Operating Partnership | ||||||||
Condensed Balance Sheet Statements, Captions [Line Items] | ||||||||
Real estate investments, net | 9,803,410 | 10,021,938 | ||||||
Property and equipment, used in operations, net | 789,039 | 0 | ||||||
Cash and cash equivalents | 49,500 | 259,722 | 1,138,801 | 360,492 | ||||
Tenant and other receivables, net | 12,447 | 6,385 | ||||||
Intercompany | 0 | 0 | ||||||
Prepaid expenses and other assets | 56,395 | 18,487 | ||||||
Investments in subsidiaries | 0 | 0 | ||||||
Above market lease, asset | 43,407 | 44,588 | ||||||
Goodwill | 17,915 | 0 | ||||||
Other intangible assets, net | 252,107 | 0 | ||||||
Total assets | 11,024,220 | 10,351,120 | ||||||
Debt, net | 4,684,717 | 3,934,628 | ||||||
Due to MGM Resorts International and affiliates | 402 | 962 | ||||||
Intercompany | 0 | 0 | ||||||
Accounts payable, accrued expenses and other liabilities | 39,588 | 10,240 | ||||||
Above market lease, liability | 46,403 | 47,069 | ||||||
Accrued interest | 32,395 | 22,565 | ||||||
Dividend and distribution payable | 116,395 | 111,733 | ||||||
Deferred revenue | 157,725 | 127,640 | ||||||
Deferred income taxes, net | 31,392 | 28,544 | ||||||
Total liabilities | 5,109,017 | 4,283,381 | ||||||
General partner | 0 | 0 | ||||||
Limited partners | 5,915,203 | 6,067,739 | ||||||
Total partners' capital | 5,915,203 | $ 5,974,303 | $ 6,032,546 | 6,067,739 | 5,840,347 | $ 5,507,344 | $ 5,562,037 | 5,608,261 |
Total liabilities and shareholders’ equity | 11,024,220 | 10,351,120 | ||||||
MGP Operating Partnership | Eliminations | ||||||||
Condensed Balance Sheet Statements, Captions [Line Items] | ||||||||
Real estate investments, net | 0 | 0 | ||||||
Property and equipment, used in operations, net | 0 | |||||||
Cash and cash equivalents | 0 | 0 | 0 | 0 | ||||
Tenant and other receivables, net | 0 | 0 | ||||||
Intercompany | (1,033,254) | (1,383,397) | ||||||
Prepaid expenses and other assets | 0 | 0 | ||||||
Investments in subsidiaries | (9,657,411) | (8,479,388) | ||||||
Above market lease, asset | 0 | 0 | ||||||
Goodwill | 0 | |||||||
Other intangible assets, net | 0 | |||||||
Total assets | (10,690,665) | (9,862,785) | ||||||
Debt, net | 0 | 0 | ||||||
Due to MGM Resorts International and affiliates | 0 | 0 | ||||||
Intercompany | (1,033,254) | (1,383,397) | ||||||
Accounts payable, accrued expenses and other liabilities | 0 | 0 | ||||||
Above market lease, liability | 0 | 0 | ||||||
Accrued interest | 0 | 0 | ||||||
Dividend and distribution payable | 0 | 0 | ||||||
Deferred revenue | 0 | 0 | ||||||
Deferred income taxes, net | 0 | 0 | ||||||
Total liabilities | (1,033,254) | (1,383,397) | ||||||
General partner | 0 | 0 | ||||||
Limited partners | (9,657,411) | (8,479,388) | ||||||
Total partners' capital | (9,657,411) | (8,479,388) | ||||||
Total liabilities and shareholders’ equity | (10,690,665) | (9,862,785) | ||||||
MGP Operating Partnership | Operating Partnership | Reportable Legal Entities | ||||||||
Condensed Balance Sheet Statements, Captions [Line Items] | ||||||||
Real estate investments, net | 594 | 488 | ||||||
Property and equipment, used in operations, net | 0 | |||||||
Cash and cash equivalents | 8,051 | 259,722 | 1,138,801 | 360,492 | ||||
Tenant and other receivables, net | 103 | 299 | ||||||
Intercompany | 1,033,254 | 1,383,397 | ||||||
Prepaid expenses and other assets | 53,797 | 18,487 | ||||||
Investments in subsidiaries | 9,657,411 | 8,479,388 | ||||||
Above market lease, asset | 0 | 0 | ||||||
Goodwill | 0 | |||||||
Other intangible assets, net | 0 | |||||||
Total assets | 10,753,210 | 10,141,781 | ||||||
Debt, net | 4,684,717 | 3,934,628 | ||||||
Due to MGM Resorts International and affiliates | 330 | 962 | ||||||
Intercompany | 0 | 0 | ||||||
Accounts payable, accrued expenses and other liabilities | 4,170 | 4,154 | ||||||
Above market lease, liability | 0 | 0 | ||||||
Accrued interest | 32,395 | 22,565 | ||||||
Dividend and distribution payable | 116,395 | 111,733 | ||||||
Deferred revenue | 0 | 0 | ||||||
Deferred income taxes, net | 0 | 0 | ||||||
Total liabilities | 4,838,007 | 4,074,042 | ||||||
General partner | 0 | 0 | ||||||
Limited partners | 5,915,203 | 6,067,739 | ||||||
Total partners' capital | 5,915,203 | 6,067,739 | ||||||
Total liabilities and shareholders’ equity | 10,753,210 | 10,141,781 | ||||||
MGP Operating Partnership | Co-Issuer | Reportable Legal Entities | ||||||||
Condensed Balance Sheet Statements, Captions [Line Items] | ||||||||
Real estate investments, net | 0 | 0 | ||||||
Property and equipment, used in operations, net | 0 | |||||||
Cash and cash equivalents | 0 | 0 | 0 | 0 | ||||
Tenant and other receivables, net | 0 | 0 | ||||||
Intercompany | 0 | 0 | ||||||
Prepaid expenses and other assets | 0 | 0 | ||||||
Investments in subsidiaries | 0 | 0 | ||||||
Above market lease, asset | 0 | 0 | ||||||
Goodwill | 0 | |||||||
Other intangible assets, net | 0 | |||||||
Total assets | 0 | 0 | ||||||
Debt, net | 0 | 0 | ||||||
Due to MGM Resorts International and affiliates | 0 | 0 | ||||||
Intercompany | 0 | 0 | ||||||
Accounts payable, accrued expenses and other liabilities | 0 | 0 | ||||||
Above market lease, liability | 0 | 0 | ||||||
Accrued interest | 0 | 0 | ||||||
Dividend and distribution payable | 0 | 0 | ||||||
Deferred revenue | 0 | 0 | ||||||
Deferred income taxes, net | 0 | 0 | ||||||
Total liabilities | 0 | 0 | ||||||
General partner | 0 | 0 | ||||||
Limited partners | 0 | 0 | ||||||
Total partners' capital | 0 | 0 | ||||||
Total liabilities and shareholders’ equity | 0 | 0 | ||||||
MGP Operating Partnership | Guarantor Subsidiaries | Reportable Legal Entities | ||||||||
Condensed Balance Sheet Statements, Captions [Line Items] | ||||||||
Real estate investments, net | 9,802,816 | 10,021,450 | ||||||
Property and equipment, used in operations, net | 789,039 | |||||||
Cash and cash equivalents | 41,449 | 0 | $ 0 | $ 0 | ||||
Tenant and other receivables, net | 12,344 | 6,086 | ||||||
Intercompany | 0 | 0 | ||||||
Prepaid expenses and other assets | 2,598 | 0 | ||||||
Investments in subsidiaries | 0 | 0 | ||||||
Above market lease, asset | 43,407 | 44,588 | ||||||
Goodwill | 17,915 | |||||||
Other intangible assets, net | 252,107 | |||||||
Total assets | 10,961,675 | 10,072,124 | ||||||
Debt, net | 0 | 0 | ||||||
Due to MGM Resorts International and affiliates | 72 | 0 | ||||||
Intercompany | 1,033,254 | 1,383,397 | ||||||
Accounts payable, accrued expenses and other liabilities | 35,418 | 6,086 | ||||||
Above market lease, liability | 46,403 | 47,069 | ||||||
Accrued interest | 0 | 0 | ||||||
Dividend and distribution payable | 0 | 0 | ||||||
Deferred revenue | 157,725 | 127,640 | ||||||
Deferred income taxes, net | 31,392 | 28,544 | ||||||
Total liabilities | 1,304,264 | 1,592,736 | ||||||
General partner | 0 | 0 | ||||||
Limited partners | 9,657,411 | 8,479,388 | ||||||
Total partners' capital | 9,657,411 | 8,479,388 | ||||||
Total liabilities and shareholders’ equity | $ 10,961,675 | $ 10,072,124 |
Condensed Consolidating Finan_4
Condensed Consolidating Financial Information - Consolidating Statement of Operations and Comprehensive Income Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Condensed Income Statements, Captions [Line Items] | ||||||||
Revenues | $ 282,221 | $ 182,798 | $ 718,450 | $ 551,153 | ||||
Expenses | ||||||||
Depreciation and amortization | 66,578 | 68,662 | 203,043 | 190,573 | ||||
Property transactions, net | 339 | 1,662 | 18,851 | 19,104 | ||||
Reimbursable expenses | 29,168 | 18,983 | 90,435 | 60,112 | ||||
Amortization of above market lease, net | 171 | 172 | 514 | 515 | ||||
Acquisition-related expenses | 4,423 | 1,059 | 7,095 | 1,059 | ||||
General and administrative | 3,422 | 2,882 | 10,085 | 8,223 | ||||
Expenses, net | 147,432 | 93,420 | 373,354 | 279,586 | ||||
Operating income | 134,789 | 89,378 | 345,096 | 271,567 | ||||
Non-operating income (expense) | ||||||||
Interest income | 163 | 1,480 | 2,473 | 3,039 | ||||
Interest expense | (58,743) | (45,544) | (157,249) | (134,998) | ||||
Other non-operating expenses | (1,020) | (126) | (6,409) | (1,438) | ||||
Non-operating income (expense) | (59,600) | (44,190) | (161,185) | (133,397) | ||||
Income before income taxes | 75,189 | 45,188 | 183,911 | 138,170 | ||||
Provision for income taxes | (5,266) | (1,488) | (7,760) | (3,903) | ||||
Net income | 69,923 | $ 48,059 | $ 58,169 | 43,700 | $ 43,875 | $ 46,692 | 176,151 | 134,267 |
Other comprehensive income (loss) | ||||||||
Unrealized gain (loss) on cash flow hedges, net | 4,736 | 1,754 | 27,372 | (2,992) | ||||
Comprehensive income | 74,659 | 45,454 | 203,523 | 131,275 | ||||
Rental revenue | ||||||||
Condensed Income Statements, Captions [Line Items] | ||||||||
Revenues | 186,564 | 163,178 | 559,690 | 489,532 | ||||
Tenant reimbursements and other | ||||||||
Condensed Income Statements, Captions [Line Items] | ||||||||
Revenues | 30,095 | 19,620 | 93,198 | 61,621 | ||||
Gaming, food, beverage and other | ||||||||
Condensed Income Statements, Captions [Line Items] | ||||||||
Revenues | 65,562 | 0 | 65,562 | 0 | ||||
Expenses | ||||||||
Cost of revenues | 43,331 | 0 | 43,331 | 0 | ||||
MGP Operating Partnership | ||||||||
Condensed Income Statements, Captions [Line Items] | ||||||||
Revenues | 282,221 | 182,798 | 718,450 | 551,153 | ||||
Expenses | ||||||||
Cost of revenues | 43,331 | 43,331 | ||||||
Depreciation and amortization | 66,578 | 68,662 | 203,043 | 190,573 | ||||
Property transactions, net | 339 | 1,662 | 18,851 | 19,104 | ||||
Reimbursable expenses | 29,168 | 18,983 | 90,435 | 60,112 | ||||
Amortization of above market lease, net | 171 | 172 | 514 | 515 | ||||
Acquisition-related expenses | 4,423 | 1,059 | 7,095 | 1,059 | ||||
General and administrative | 3,422 | 2,882 | 10,085 | 8,223 | ||||
Expenses, net | 147,432 | 93,420 | 373,354 | 279,586 | ||||
Operating income | 134,789 | 89,378 | 345,096 | 271,567 | ||||
Equity in earnings of subsidiaries | 0 | 0 | 0 | 0 | ||||
Non-operating income (expense) | ||||||||
Interest income | 163 | 1,480 | 2,473 | 3,039 | ||||
Interest expense | (58,743) | (45,544) | (157,249) | (134,998) | ||||
Other non-operating expenses | (1,020) | (126) | (6,409) | (1,438) | ||||
Non-operating income (expense) | (59,600) | (44,190) | (161,185) | (133,397) | ||||
Income before income taxes | 75,189 | 45,188 | 183,911 | 138,170 | ||||
Provision for income taxes | (5,266) | (1,488) | (7,760) | (3,903) | ||||
Net income | 69,923 | $ 48,059 | $ 58,169 | 43,700 | $ 43,875 | $ 46,692 | 176,151 | 134,267 |
Other comprehensive income (loss) | ||||||||
Unrealized gain (loss) on cash flow hedges, net | 4,736 | 1,754 | 27,372 | (2,992) | ||||
Comprehensive income | 74,659 | 45,454 | 203,523 | 131,275 | ||||
MGP Operating Partnership | Rental revenue | ||||||||
Condensed Income Statements, Captions [Line Items] | ||||||||
Revenues | 186,564 | 163,178 | 559,690 | 489,532 | ||||
MGP Operating Partnership | Tenant reimbursements and other | ||||||||
Condensed Income Statements, Captions [Line Items] | ||||||||
Revenues | 30,095 | 19,620 | 93,198 | 61,621 | ||||
MGP Operating Partnership | Gaming, food, beverage and other | ||||||||
Condensed Income Statements, Captions [Line Items] | ||||||||
Revenues | 65,562 | 0 | 65,562 | 0 | ||||
Expenses | ||||||||
Cost of revenues | 43,331 | 0 | 43,331 | 0 | ||||
MGP Operating Partnership | Eliminations | ||||||||
Condensed Income Statements, Captions [Line Items] | ||||||||
Revenues | 0 | 0 | 0 | 0 | ||||
Expenses | ||||||||
Cost of revenues | 0 | 0 | ||||||
Depreciation and amortization | 0 | 0 | 0 | 0 | ||||
Property transactions, net | 0 | 0 | 0 | 0 | ||||
Reimbursable expenses | 0 | 0 | 0 | 0 | ||||
Amortization of above market lease, net | 0 | 0 | 0 | 0 | ||||
Acquisition-related expenses | 0 | 0 | 0 | 0 | ||||
General and administrative | 0 | 0 | 0 | 0 | ||||
Expenses, net | 0 | 0 | 0 | 0 | ||||
Operating income | 0 | 0 | 0 | 0 | ||||
Equity in earnings of subsidiaries | (129,568) | (91,831) | (346,758) | (276,946) | ||||
Non-operating income (expense) | ||||||||
Interest income | (5,289) | 0 | (5,289) | 0 | ||||
Interest expense | 5,289 | 0 | 5,289 | 0 | ||||
Other non-operating expenses | 0 | 0 | 0 | 0 | ||||
Non-operating income (expense) | 0 | 0 | 0 | 0 | ||||
Income before income taxes | (129,568) | (91,831) | (346,758) | (276,946) | ||||
Provision for income taxes | 0 | 0 | 0 | 0 | ||||
Net income | (129,568) | (91,831) | (346,758) | (276,946) | ||||
Other comprehensive income (loss) | ||||||||
Unrealized gain (loss) on cash flow hedges, net | 0 | 0 | 0 | 0 | ||||
Comprehensive income | (129,568) | (91,831) | (346,758) | (276,946) | ||||
MGP Operating Partnership | Eliminations | Rental revenue | ||||||||
Condensed Income Statements, Captions [Line Items] | ||||||||
Revenues | 0 | 0 | 0 | 0 | ||||
MGP Operating Partnership | Eliminations | Tenant reimbursements and other | ||||||||
Condensed Income Statements, Captions [Line Items] | ||||||||
Revenues | 0 | 0 | 0 | 0 | ||||
MGP Operating Partnership | Eliminations | Gaming, food, beverage and other | ||||||||
Condensed Income Statements, Captions [Line Items] | ||||||||
Revenues | 0 | 0 | ||||||
MGP Operating Partnership | Operating Partnership | Reportable Legal Entities | ||||||||
Condensed Income Statements, Captions [Line Items] | ||||||||
Revenues | 0 | 0 | 0 | 0 | ||||
Expenses | ||||||||
Cost of revenues | 0 | 0 | ||||||
Depreciation and amortization | 45 | 0 | 87 | 0 | ||||
Property transactions, net | 0 | 0 | 0 | 0 | ||||
Reimbursable expenses | 0 | 0 | 0 | 0 | ||||
Amortization of above market lease, net | 0 | 0 | 0 | 0 | ||||
Acquisition-related expenses | 1,931 | 1,059 | 4,603 | 1,059 | ||||
General and administrative | 3,358 | 2,882 | 10,021 | 8,223 | ||||
Expenses, net | 5,334 | 3,941 | 14,711 | 9,282 | ||||
Operating income | (5,334) | (3,941) | (14,711) | (9,282) | ||||
Equity in earnings of subsidiaries | 129,568 | 91,831 | 346,758 | 276,946 | ||||
Non-operating income (expense) | ||||||||
Interest income | 5,452 | 1,480 | 7,762 | 3,039 | ||||
Interest expense | (58,743) | (45,544) | (157,249) | (134,998) | ||||
Other non-operating expenses | (1,020) | (126) | (6,409) | (1,438) | ||||
Non-operating income (expense) | (54,311) | (44,190) | (155,896) | (133,397) | ||||
Income before income taxes | 69,923 | 43,700 | 176,151 | 134,267 | ||||
Provision for income taxes | 0 | 0 | 0 | 0 | ||||
Net income | 69,923 | 43,700 | 176,151 | 134,267 | ||||
Other comprehensive income (loss) | ||||||||
Unrealized gain (loss) on cash flow hedges, net | 4,736 | 1,754 | 27,372 | (2,992) | ||||
Comprehensive income | 74,659 | 45,454 | 203,523 | 131,275 | ||||
MGP Operating Partnership | Operating Partnership | Reportable Legal Entities | Rental revenue | ||||||||
Condensed Income Statements, Captions [Line Items] | ||||||||
Revenues | 0 | 0 | 0 | 0 | ||||
MGP Operating Partnership | Operating Partnership | Reportable Legal Entities | Tenant reimbursements and other | ||||||||
Condensed Income Statements, Captions [Line Items] | ||||||||
Revenues | 0 | 0 | 0 | 0 | ||||
MGP Operating Partnership | Operating Partnership | Reportable Legal Entities | Gaming, food, beverage and other | ||||||||
Condensed Income Statements, Captions [Line Items] | ||||||||
Revenues | 0 | 0 | ||||||
MGP Operating Partnership | Co-Issuer | Reportable Legal Entities | ||||||||
Condensed Income Statements, Captions [Line Items] | ||||||||
Revenues | 0 | 0 | 0 | 0 | ||||
Expenses | ||||||||
Cost of revenues | 0 | 0 | ||||||
Depreciation and amortization | 0 | 0 | 0 | 0 | ||||
Property transactions, net | 0 | 0 | 0 | 0 | ||||
Reimbursable expenses | 0 | 0 | 0 | 0 | ||||
Amortization of above market lease, net | 0 | 0 | 0 | 0 | ||||
Acquisition-related expenses | 0 | 0 | 0 | 0 | ||||
General and administrative | 0 | 0 | 0 | 0 | ||||
Expenses, net | 0 | 0 | 0 | 0 | ||||
Operating income | 0 | 0 | 0 | 0 | ||||
Equity in earnings of subsidiaries | 0 | 0 | 0 | 0 | ||||
Non-operating income (expense) | ||||||||
Interest income | 0 | 0 | 0 | 0 | ||||
Interest expense | 0 | 0 | 0 | 0 | ||||
Other non-operating expenses | 0 | 0 | 0 | 0 | ||||
Non-operating income (expense) | 0 | 0 | 0 | 0 | ||||
Income before income taxes | 0 | 0 | 0 | 0 | ||||
Provision for income taxes | 0 | 0 | 0 | 0 | ||||
Net income | 0 | 0 | 0 | 0 | ||||
Other comprehensive income (loss) | ||||||||
Unrealized gain (loss) on cash flow hedges, net | 0 | 0 | 0 | 0 | ||||
Comprehensive income | 0 | 0 | 0 | 0 | ||||
MGP Operating Partnership | Co-Issuer | Reportable Legal Entities | Rental revenue | ||||||||
Condensed Income Statements, Captions [Line Items] | ||||||||
Revenues | 0 | 0 | 0 | 0 | ||||
MGP Operating Partnership | Co-Issuer | Reportable Legal Entities | Tenant reimbursements and other | ||||||||
Condensed Income Statements, Captions [Line Items] | ||||||||
Revenues | 0 | 0 | 0 | 0 | ||||
MGP Operating Partnership | Co-Issuer | Reportable Legal Entities | Gaming, food, beverage and other | ||||||||
Condensed Income Statements, Captions [Line Items] | ||||||||
Revenues | 0 | 0 | ||||||
MGP Operating Partnership | Guarantor Subsidiaries | Reportable Legal Entities | ||||||||
Condensed Income Statements, Captions [Line Items] | ||||||||
Revenues | 282,221 | 182,798 | 718,450 | 551,153 | ||||
Expenses | ||||||||
Cost of revenues | 43,331 | 43,331 | ||||||
Depreciation and amortization | 66,533 | 68,662 | 202,956 | 190,573 | ||||
Property transactions, net | 339 | 1,662 | 18,851 | 19,104 | ||||
Reimbursable expenses | 29,168 | 18,983 | 90,435 | 60,112 | ||||
Amortization of above market lease, net | 171 | 172 | 514 | 515 | ||||
Acquisition-related expenses | 2,492 | 0 | 2,492 | 0 | ||||
General and administrative | 64 | 0 | 64 | 0 | ||||
Expenses, net | 142,098 | 89,479 | 358,643 | 270,304 | ||||
Operating income | 140,123 | 93,319 | 359,807 | 280,849 | ||||
Equity in earnings of subsidiaries | 0 | 0 | 0 | 0 | ||||
Non-operating income (expense) | ||||||||
Interest income | 0 | 0 | 0 | 0 | ||||
Interest expense | (5,289) | 0 | (5,289) | 0 | ||||
Other non-operating expenses | 0 | 0 | 0 | 0 | ||||
Non-operating income (expense) | (5,289) | 0 | (5,289) | 0 | ||||
Income before income taxes | 134,834 | 93,319 | 354,518 | 280,849 | ||||
Provision for income taxes | (5,266) | (1,488) | (7,760) | (3,903) | ||||
Net income | 129,568 | 91,831 | 346,758 | 276,946 | ||||
Other comprehensive income (loss) | ||||||||
Unrealized gain (loss) on cash flow hedges, net | 0 | 0 | 0 | 0 | ||||
Comprehensive income | 129,568 | 91,831 | 346,758 | 276,946 | ||||
MGP Operating Partnership | Guarantor Subsidiaries | Reportable Legal Entities | Rental revenue | ||||||||
Condensed Income Statements, Captions [Line Items] | ||||||||
Revenues | 186,564 | 163,178 | 559,690 | 489,532 | ||||
MGP Operating Partnership | Guarantor Subsidiaries | Reportable Legal Entities | Tenant reimbursements and other | ||||||||
Condensed Income Statements, Captions [Line Items] | ||||||||
Revenues | 30,095 | $ 19,620 | 93,198 | $ 61,621 | ||||
MGP Operating Partnership | Guarantor Subsidiaries | Reportable Legal Entities | Gaming, food, beverage and other | ||||||||
Condensed Income Statements, Captions [Line Items] | ||||||||
Revenues | $ 65,562 | $ 65,562 |
Condensed Consolidating Finan_5
Condensed Consolidating Financial Information - Consolidating Statement of Cash Flows Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Cash flows from operating activities | ||||
Net cash provided by (used in) operating activities | $ 433,087 | $ 363,855 | ||
Cash flows from investing activities | ||||
Capital expenditures for property and equipment | $ (605) | $ 0 | (795) | 0 |
Acquisition of Northfield, net of cash acquired | (1,034,534) | 0 | ||
Net cash used in investing activities | (1,035,329) | 0 | ||
Cash flows from financing activities | ||||
Net borrowings (repayments) under bank credit facility | 747,375 | (33,500) | ||
Deferred financing costs | (17,490) | (5,381) | ||
Dividends and distributions paid | (337,865) | (284,213) | ||
Net cash provided by financing activities | 392,020 | 414,454 | ||
Cash and cash equivalents | ||||
Net increase (decrease) for the period | (210,222) | 778,309 | ||
Balance, beginning of period | 259,722 | 360,492 | ||
Balance, end of period | 49,500 | 1,138,801 | 49,500 | 1,138,801 |
MGP Operating Partnership | ||||
Cash flows from operating activities | ||||
Net cash provided by (used in) operating activities | 433,087 | 363,855 | ||
Cash flows from investing activities | ||||
Capital expenditures for property and equipment | (795) | 0 | ||
Acquisition of Northfield, net of cash acquired | (1,034,534) | 0 | ||
Net cash used in investing activities | (1,035,329) | 0 | ||
Cash flows from financing activities | ||||
Net borrowings (repayments) under bank credit facility | 747,375 | (33,500) | ||
Proceeds from issuance of debt | 350,000 | |||
Deferred financing costs | (17,490) | (5,381) | ||
Proceeds from purchase of operating partnership units by MGP | 387,548 | |||
Dividends and distributions paid | (337,865) | (284,213) | ||
Cash received by Parent on behalf of Guarantor Subsidiaries | 0 | 0 | ||
Net cash provided by financing activities | 392,020 | 414,454 | ||
Cash and cash equivalents | ||||
Net increase (decrease) for the period | (210,222) | 778,309 | ||
Balance, beginning of period | 259,722 | 360,492 | ||
Balance, end of period | 49,500 | 1,138,801 | 49,500 | 1,138,801 |
MGP Operating Partnership | Eliminations | ||||
Cash flows from operating activities | ||||
Net cash provided by (used in) operating activities | 0 | 0 | ||
Cash flows from investing activities | ||||
Capital expenditures for property and equipment | 0 | 0 | ||
Acquisition of Northfield, net of cash acquired | 0 | |||
Net cash used in investing activities | 0 | 0 | ||
Cash flows from financing activities | ||||
Net borrowings (repayments) under bank credit facility | 0 | 0 | ||
Proceeds from issuance of debt | 0 | |||
Deferred financing costs | 0 | 0 | ||
Proceeds from purchase of operating partnership units by MGP | 0 | |||
Dividends and distributions paid | 0 | 0 | ||
Cash received by Parent on behalf of Guarantor Subsidiaries | 0 | 0 | ||
Net cash provided by financing activities | 0 | 0 | ||
Cash and cash equivalents | ||||
Net increase (decrease) for the period | 0 | 0 | ||
Balance, beginning of period | 0 | 0 | ||
Balance, end of period | 0 | 0 | 0 | 0 |
MGP Operating Partnership | Operating Partnership | Reportable Legal Entities | ||||
Cash flows from operating activities | ||||
Net cash provided by (used in) operating activities | (149,511) | (129,495) | ||
Cash flows from investing activities | ||||
Capital expenditures for property and equipment | (191) | 0 | ||
Acquisition of Northfield, net of cash acquired | (1,068,337) | |||
Net cash used in investing activities | (1,068,528) | 0 | ||
Cash flows from financing activities | ||||
Net borrowings (repayments) under bank credit facility | 747,375 | (33,500) | ||
Proceeds from issuance of debt | 350,000 | |||
Deferred financing costs | (17,490) | (5,381) | ||
Proceeds from purchase of operating partnership units by MGP | 387,548 | |||
Dividends and distributions paid | (337,865) | (284,213) | ||
Cash received by Parent on behalf of Guarantor Subsidiaries | 574,348 | 493,350 | ||
Net cash provided by financing activities | 966,368 | 907,804 | ||
Cash and cash equivalents | ||||
Net increase (decrease) for the period | (251,671) | 778,309 | ||
Balance, beginning of period | 259,722 | 360,492 | ||
Balance, end of period | 8,051 | 1,138,801 | 8,051 | 1,138,801 |
MGP Operating Partnership | Co-Issuer | Reportable Legal Entities | ||||
Cash flows from operating activities | ||||
Net cash provided by (used in) operating activities | 0 | 0 | ||
Cash flows from investing activities | ||||
Capital expenditures for property and equipment | 0 | 0 | ||
Acquisition of Northfield, net of cash acquired | 0 | |||
Net cash used in investing activities | 0 | 0 | ||
Cash flows from financing activities | ||||
Net borrowings (repayments) under bank credit facility | 0 | 0 | ||
Proceeds from issuance of debt | 0 | |||
Deferred financing costs | 0 | 0 | ||
Proceeds from purchase of operating partnership units by MGP | 0 | |||
Dividends and distributions paid | 0 | 0 | ||
Cash received by Parent on behalf of Guarantor Subsidiaries | 0 | 0 | ||
Net cash provided by financing activities | 0 | 0 | ||
Cash and cash equivalents | ||||
Net increase (decrease) for the period | 0 | 0 | ||
Balance, beginning of period | 0 | 0 | ||
Balance, end of period | 0 | 0 | 0 | 0 |
MGP Operating Partnership | Guarantor Subsidiaries | Reportable Legal Entities | ||||
Cash flows from operating activities | ||||
Net cash provided by (used in) operating activities | 582,598 | 493,350 | ||
Cash flows from investing activities | ||||
Capital expenditures for property and equipment | (604) | 0 | ||
Acquisition of Northfield, net of cash acquired | 33,803 | |||
Net cash used in investing activities | 33,199 | 0 | ||
Cash flows from financing activities | ||||
Net borrowings (repayments) under bank credit facility | 0 | 0 | ||
Proceeds from issuance of debt | 0 | |||
Deferred financing costs | 0 | 0 | ||
Proceeds from purchase of operating partnership units by MGP | 0 | |||
Dividends and distributions paid | 0 | 0 | ||
Cash received by Parent on behalf of Guarantor Subsidiaries | (574,348) | (493,350) | ||
Net cash provided by financing activities | (574,348) | (493,350) | ||
Cash and cash equivalents | ||||
Net increase (decrease) for the period | 41,449 | 0 | ||
Balance, beginning of period | 0 | 0 | ||
Balance, end of period | $ 41,449 | $ 0 | $ 41,449 | $ 0 |