Cover Page
Cover Page - shares | 6 Months Ended | |
Jun. 30, 2019 | Aug. 02, 2019 | |
Document Information [Line Items] | ||
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 47-5513237 | |
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2019 | |
Document Transition Report | false | |
Entity File Number | 001-37733 | |
Entity Registrant Name | MGM Growth Properties LLC | |
Entity Address, Address Line One | 1980 Festival Plaza Drive, Suite #750 | |
Entity Address, City or Town | Las Vegas | |
Entity Address, State or Province | NV | |
Entity Address, Postal Zip Code | 89135 | |
City Area Code | 702 | |
Local Phone Number | 669-1480 | |
Title of 12(b) Security | Class A Shares, no par value | |
Trading Symbol | MGP | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2019 | |
Document Fiscal Period Focus | Q2 | |
Entity Central Index Key | 0001656936 | |
Current Fiscal Year End Date | --12-31 | |
MGP Operating Partnership | ||
Document Information [Line Items] | ||
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 81-1162318 | |
Entity File Number | 333-215571 | |
Entity Registrant Name | MGM Growth Properties Operating Partnership LP | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Central Index Key | 0001691299 | |
Class A Shares | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 92,798,886 | |
Class B Shares | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 1 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 31, 2018 |
ASSETS | ||
Real estate investments, net | $ 10,975,999 | $ 10,506,129 |
Lease incentive asset | 537,191 | 0 |
Cash and cash equivalents | 53,566 | |
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents | 53,566 | 3,995 |
Tenant and other receivables, net | 106 | 7,668 |
Prepaid expenses and other assets | 23,753 | 34,813 |
Above market lease, asset | 42,227 | 43,014 |
Operating lease right-of-use assets | 279,966 | 0 |
Assets held for sale | 0 | 355,688 |
Total assets | 11,912,808 | 10,951,307 |
Liabilities | ||
Debt, net | 4,852,524 | 4,666,949 |
Due to MGM Resorts International and affiliates | 74 | 227 |
Accounts payable, accrued expenses and other liabilities | 42,345 | 20,796 |
Above market lease, liability | 0 | 46,181 |
Accrued interest | 44,275 | 26,096 |
Dividend and distribution payable | 136,671 | 119,055 |
Deferred revenue | 84,146 | 163,926 |
Deferred income taxes, net | 29,721 | 33,634 |
Operating lease liabilities | 336,520 | 0 |
Liabilities related to assets held for sale | 0 | 28,937 |
Total liabilities | 5,526,276 | 5,105,801 |
Commitments and contingencies (Note 11) | ||
Shareholders’ equity | ||
Class A shares: no par value, 1,000,000,000 shares authorized, 92,638,886 and 70,911,166 shares issued and outstanding as of June 30, 2019 and December 31, 2018, respectively | 0 | 0 |
Additional paid-in capital | 2,237,385 | 1,712,671 |
Accumulated deficit | (194,469) | (150,908) |
Accumulated other comprehensive income | (9,696) | 4,208 |
Total Class A shareholders’ equity | 2,033,220 | 1,565,971 |
Noncontrolling interest | 4,353,312 | 4,279,535 |
Total shareholders’ equity | 6,386,532 | 5,845,506 |
Partners' capital | ||
Total liabilities and shareholders’ equity | 11,912,808 | 10,951,307 |
MGP Operating Partnership | ||
ASSETS | ||
Real estate investments, net | 10,975,999 | 10,506,129 |
Lease incentive asset | 537,191 | 0 |
Cash and cash equivalents | 53,566 | 3,995 |
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents | 53,566 | 3,995 |
Tenant and other receivables, net | 106 | 7,668 |
Prepaid expenses and other assets | 23,753 | 34,813 |
Above market lease, asset | 42,227 | 43,014 |
Operating lease right-of-use assets | 279,966 | 0 |
Total assets | 11,912,808 | 10,951,307 |
Liabilities | ||
Debt, net | 4,852,524 | 4,666,949 |
Due to MGM Resorts International and affiliates | 74 | 227 |
Accounts payable, accrued expenses and other liabilities | 42,345 | 20,796 |
Above market lease, liability | 0 | 46,181 |
Accrued interest | 44,275 | 26,096 |
Dividend and distribution payable | 136,671 | 119,055 |
Deferred revenue | 84,146 | 163,926 |
Deferred income taxes, net | 29,721 | 33,634 |
Operating lease liabilities | 336,520 | 0 |
Liabilities related to assets held for sale | 0 | 28,937 |
Total liabilities | 5,526,276 | 5,105,801 |
Commitments and contingencies (Note 11) | ||
Partners' capital | ||
General partner | 0 | 0 |
Limited partners: 292,341,429 and 266,045,289 Operating Partnership units issued and outstanding as of June 30, 2019 and December 31, 2018, respectively | 6,386,532 | 5,845,506 |
Total partners' capital | 6,386,532 | 5,845,506 |
Total liabilities and shareholders’ equity | $ 11,912,808 | $ 10,951,307 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2019 | Dec. 31, 2018 |
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) | 92,638,886 | 70,911,166 |
Common stock, shares outstanding (in shares) | 92,638,886 | 70,911,166 |
MGP Operating Partnership | ||
Partners' capital | ||
Partners’ capital, units issued (in shares) | 292,341,429 | 266,045,289 |
Partners’ capital, units outstanding (in shares) | 292,341,429 | 266,045,289 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Revenues | $ 225,759 | $ 220,390 | $ 429,182 | $ 436,229 |
Expenses | ||||
Depreciation | 79,543 | 67,474 | 151,105 | 136,465 |
Property transactions, net | 310 | 14,426 | 1,423 | 18,512 |
Ground lease and other reimbursable expenses | 5,920 | 32,907 | 11,840 | 61,267 |
Amortization of above market lease, net | 0 | 172 | 0 | 343 |
Acquisition-related expenses | 267 | 2,131 | 8,799 | 2,672 |
General and administrative | 3,691 | 2,755 | 7,829 | 6,663 |
Expenses, net | 89,731 | 119,865 | 180,996 | 225,922 |
Operating income | 136,028 | 100,525 | 248,186 | 210,307 |
Other income (expense) | ||||
Interest income | 102 | 1,278 | 1,948 | 2,310 |
Interest expense | (63,977) | (49,276) | (127,925) | (98,506) |
Other | (363) | (3,205) | (500) | (5,389) |
Non-operating income (expense) | (64,238) | (51,203) | (126,477) | (101,585) |
Income from continuing operations before income taxes | 71,790 | 49,322 | 121,709 | 108,722 |
Provision for income taxes | (4,021) | (1,263) | (3,792) | (2,494) |
Net income | 67,769 | 48,059 | 117,917 | 106,228 |
Income from discontinued operations | 0 | 0 | 16,216 | 0 |
Net income | 67,769 | 48,059 | 134,133 | 106,228 |
Less: Net income attributable to noncontrolling interest | (45,911) | (34,913) | (92,320) | (77,252) |
Net Income (Loss) from Continuing Operations Available to Common Shareholders, Basic and Diluted | 21,858 | 13,146 | 37,031 | 28,976 |
Less: Net income attributable to noncontrolling interest | (45,911) | (34,913) | (80,886) | (77,252) |
Net income attributable to Class A shares - basic and diluted | $ 21,858 | $ 13,146 | $ 41,813 | $ 28,976 |
Weighted average Class A shares outstanding: | ||||
Basic (in shares) | 91,011,559 | 70,993,091 | 87,544,627 | 70,982,243 |
Diluted (in shares) | 91,208,398 | 71,184,996 | 87,772,714 | 71,158,585 |
MGP Operating Partnership | ||||
Revenues | $ 225,759 | $ 220,390 | $ 429,182 | $ 436,229 |
Expenses | ||||
Depreciation | 79,543 | 67,474 | 151,105 | 136,465 |
Property transactions, net | 310 | 14,426 | 1,423 | 18,512 |
Ground lease and other reimbursable expenses | 5,920 | 32,907 | 11,840 | 61,267 |
Amortization of above market lease, net | 0 | 172 | 0 | 343 |
Acquisition-related expenses | 267 | 2,131 | 8,799 | 2,672 |
General and administrative | 3,691 | 2,755 | 7,829 | 6,663 |
Expenses, net | 89,731 | 119,865 | 180,996 | 225,922 |
Operating income | 136,028 | 100,525 | 248,186 | 210,307 |
Other income (expense) | ||||
Interest income | 102 | 1,278 | 1,948 | 2,310 |
Interest expense | (63,977) | (49,276) | (127,925) | (98,506) |
Other | (363) | (3,205) | (500) | (5,389) |
Non-operating income (expense) | (64,238) | (51,203) | (126,477) | (101,585) |
Income from continuing operations before income taxes | 71,790 | 49,322 | 121,709 | 108,722 |
Provision for income taxes | (4,021) | (1,263) | (3,792) | (2,494) |
Net income | 67,769 | 48,059 | 117,917 | 106,228 |
Income from discontinued operations | 0 | 0 | 16,216 | 0 |
Net income | $ 67,769 | $ 48,059 | $ 134,133 | $ 106,228 |
Weighted average Operating Partnership units outstanding: | ||||
Basic (in shares) | 290,714,102 | 266,127,214 | 289,537,067 | 266,116,366 |
Diluted (in shares) | 290,910,941 | 266,319,119 | 289,765,154 | 266,292,708 |
Net income per Operating Partnership unit (basic) (in dollars per share) | $ 0.23 | $ 0.18 | $ 0.46 | $ 0.40 |
Net income per Operating Partnership unit (diluted) (in dollars per share) | 0.23 | 0.18 | 0.46 | 0.40 |
Class A Shares | ||||
Weighted average Class A shares outstanding: | ||||
Income from continuing operations per Class A share (basic) (in usd per share) | 0.24 | 0.19 | 0.42 | 0.41 |
Income from discontinued operations per Class A share (basic) (in usd per share) | 0 | 0 | 0.06 | 0 |
Income from discontinued operations per Class A share (basic) (in usd per share) | 0.24 | 0.19 | 0.48 | 0.41 |
Income from continuing operations per Class A share (diluted) (in usd per share) | 0.24 | 0.18 | 0.42 | 0.41 |
Income from discontinued operations per Class A share (diluted) (in usd per share) | 0 | 0 | 0.06 | 0 |
Net income per Class A share (diluted) (in usd per share) | $ 0.24 | $ 0.18 | $ 0.48 | $ 0.41 |
Rental revenue | ||||
Revenues | $ 219,846 | $ 186,563 | $ 416,728 | $ 373,126 |
Rental revenue | MGP Operating Partnership | ||||
Revenues | 219,846 | 186,563 | 416,728 | 373,126 |
Other income (expense) | ||||
Less: Net income attributable to noncontrolling interest | (67,769) | (117,917) | ||
Tenant reimbursements and other | ||||
Revenues | 5,913 | 33,827 | 12,454 | 63,103 |
Tenant reimbursements and other | MGP Operating Partnership | ||||
Revenues | $ 5,913 | $ 33,827 | $ 12,454 | $ 63,103 |
Continuing Operations | MGP Operating Partnership | ||||
Weighted average Operating Partnership units outstanding: | ||||
Net income per Operating Partnership unit (basic) (in dollars per share) | $ 0.23 | $ 0.18 | $ 0.41 | $ 0.40 |
Net income per Operating Partnership unit (diluted) (in dollars per share) | 0.23 | 0.18 | 0.41 | 0.40 |
Discontinued Operations | MGP Operating Partnership | ||||
Weighted average Operating Partnership units outstanding: | ||||
Net income per Operating Partnership unit (basic) (in dollars per share) | 0 | 0 | 0.05 | 0 |
Net income per Operating Partnership unit (diluted) (in dollars per share) | $ 0 | $ 0 | $ 0.05 | $ 0 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Net income | $ 67,769 | $ 48,059 | $ 117,917 | $ 106,228 |
Net income | 67,769 | 48,059 | 134,133 | 106,228 |
Other comprehensive income (loss) | ||||
Unrealized gain (loss) on cash flow hedges, net | (30,775) | 6,281 | (46,387) | 22,636 |
Other comprehensive income (loss) | (30,775) | 6,281 | (46,387) | 22,636 |
Comprehensive income | 36,994 | 54,340 | 87,746 | 128,864 |
Less: Comprehensive income attributable to noncontrolling interests | (24,783) | (39,519) | (60,297) | (93,855) |
Comprehensive income attributable to Class A shareholders | 12,211 | 14,821 | 27,449 | 35,009 |
MGP Operating Partnership | ||||
Net income | 67,769 | 48,059 | 117,917 | 106,228 |
Net income | 67,769 | 48,059 | 134,133 | 106,228 |
Other comprehensive income (loss) | ||||
Unrealized gain (loss) on cash flow hedges, net | (30,775) | 6,281 | (46,387) | 22,636 |
Other comprehensive income (loss) | (30,775) | 6,281 | ||
Comprehensive income | $ 36,994 | $ 54,340 | $ 87,746 | $ 128,864 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2018 | |
Net income | $ 117,917 | $ 106,228 |
Income from continuing operations attributable to noncontrolling interest | 80,886 | 77,252 |
Cash flows from operating activities | ||
Net income | 134,133 | 106,228 |
Discontinued Operation, Income (Loss) from Discontinued Operation During Phase-out Period, Net of Tax | (16,216) | 0 |
Adjustments to reconcile net income to net cash provided by (used in) operating activities: | ||
Depreciation | 151,105 | 136,465 |
Property transactions, net | 1,423 | 18,512 |
Amortization of deferred financing costs and debt discount | 6,373 | 6,056 |
Loss on retirement of debt | 0 | 2,736 |
Non-cash ground lease, net | 519 | 343 |
Deemed contributions - tax sharing agreement | 3,620 | 2,494 |
Straight-line rental revenues, excluding amortization of lease incentive asset | 18,119 | 8,635 |
Amortization of lease incentive asset | 6,350 | 0 |
Amortization of deferred revenue on non-normal tenant improvements | (1,132) | (1,836) |
Share-based compensation | 1,089 | 940 |
Deferred income taxes | (3,913) | 0 |
Park MGM Transaction | (605,625) | 0 |
Distributions Received from Discontinued Operations | 40,165 | 0 |
Changes in operating assets and liabilities: | ||
Tenant and other receivables, net | (80) | 2,188 |
Prepaid expenses and other assets | (534) | (83) |
Due to MGM Resorts International and affiliates | (153) | (815) |
Accounts payable, accrued expenses and other liabilities | 2,588 | (84) |
Accrued interest | 18,179 | 2,554 |
Net cash provided by (used in) operating activities - continuing operations | (243,990) | 284,333 |
Cash flows from investing activities | ||
Capital expenditures for property and equipment | 0 | (190) |
Proceeds from Northfield OpCo Transaction | 3,779 | 0 |
Net cash provided by (used in) investing activities - continuing operations | 3,779 | (190) |
Cash flows from financing activities | ||
Net repayments under bank credit facility | (559,250) | (13,000) |
Proceeds from issuance of debt | 750,000 | 0 |
Deferred financing costs | (9,983) | (17,490) |
Repayment of assumed bridge facility | (245,950) | 0 |
Proceeds from issuance of Class A shares, net | 613,299 | 0 |
Dividends and distributions paid | (258,334) | (223,466) |
Net Cash Provided by (Used in) Financing Activities, Continuing Operations | 289,782 | (253,956) |
Cash flows from discontinued operations, net | ||
Cash flows provided by operating activities, net | 15,591 | 0 |
Cash flows used in investing activities, net | (12) | 0 |
Cash flows used in financing activities, net | (37,900) | 0 |
Net cash used in discontinued operations | (22,321) | 0 |
Change in cash and cash equivalents classified as assets held for sale | (22,321) | 0 |
Cash and cash equivalents | ||
Net increase for the period | 49,571 | 30,187 |
Balance, beginning of period | 3,995 | 259,722 |
Balance, end of period | 53,566 | 289,909 |
Supplemental cash flow disclosures | ||
Interest paid | 103,098 | 89,627 |
Non-cash investing and financing activities | ||
Non-Normal Tenant Improvements by Tenant | 0 | 13,507 |
Accrual of dividend and distribution payable to Class A shareholders and Operating Partnership unit holders | 136,671 | 114,399 |
MGP Operating Partnership | ||
Net income | 117,917 | 106,228 |
Cash flows from operating activities | ||
Net income | 134,133 | 106,228 |
Discontinued Operation, Income (Loss) from Discontinued Operation During Phase-out Period, Net of Tax | (16,216) | 0 |
Adjustments to reconcile net income to net cash provided by (used in) operating activities: | ||
Depreciation | 151,105 | 136,465 |
Property transactions, net | 1,423 | 18,512 |
Amortization of deferred financing costs and debt discount | 6,373 | 6,056 |
Loss on retirement of debt | 0 | 2,736 |
Non-cash ground lease, net | 519 | 343 |
Deemed contributions - tax sharing agreement | 3,620 | 2,494 |
Straight-line rental revenues, excluding amortization of lease incentive asset | 18,119 | 8,635 |
Amortization of lease incentive asset | 6,350 | 0 |
Amortization of deferred revenue on non-normal tenant improvements | (1,132) | (1,836) |
Share-based compensation | 1,089 | 940 |
Deferred income taxes | (3,913) | 0 |
Park MGM Transaction | (605,625) | 0 |
Distributions Received from Discontinued Operations | 40,165 | 0 |
Changes in operating assets and liabilities: | ||
Tenant and other receivables, net | (80) | 2,188 |
Prepaid expenses and other assets | (534) | (83) |
Due to MGM Resorts International and affiliates | (153) | (815) |
Accounts payable, accrued expenses and other liabilities | 2,588 | (84) |
Accrued interest | 18,179 | 2,554 |
Net cash provided by (used in) operating activities - continuing operations | (243,990) | 284,333 |
Cash flows from investing activities | ||
Capital expenditures for property and equipment | 0 | (190) |
Proceeds from Northfield OpCo Transaction | (3,779) | 0 |
Cash flows from financing activities | ||
Net repayments under bank credit facility | (559,250) | (13,000) |
Proceeds from issuance of debt | 750,000 | 0 |
Deferred financing costs | (9,983) | (17,490) |
Repayment of assumed bridge facility | (245,950) | 0 |
Proceeds from issuance of Class A shares, net | 613,299 | 0 |
Dividends and distributions paid | (258,334) | (223,466) |
Net cash provided by (used in) financing activities - continuing operations | 289,782 | (253,956) |
Cash flows from discontinued operations, net | ||
Cash flows provided by operating activities, net | 15,591 | 0 |
Cash flows used in investing activities, net | (12) | 0 |
Net Cash Provided by (Used in) Investing Activities | 3,779 | (190) |
Cash flows used in financing activities, net | (37,900) | 0 |
Net cash used in discontinued operations | (22,321) | 0 |
Change in cash and cash equivalents classified as assets held for sale | (22,321) | 0 |
Cash and cash equivalents | ||
Net increase for the period | 49,571 | 30,187 |
Balance, beginning of period | 3,995 | 259,722 |
Balance, end of period | 53,566 | 289,909 |
Supplemental cash flow disclosures | ||
Interest paid | 103,098 | 89,627 |
Non-cash investing and financing activities | ||
Non-Normal Tenant Improvements by Tenant | 0 | 13,507 |
Accrual of dividend and distribution payable to Class A shareholders and Operating Partnership unit holders | 136,671 | 114,399 |
Empire City | ||
Non-cash investing and financing activities | ||
Empire City Transaction assets acquired | 625,000 | 0 |
Empire City | MGP Operating Partnership | ||
Non-cash investing and financing activities | ||
Empire City Transaction assets acquired | 625,000 | 0 |
Northfield OpCo | ||
Non-cash investing and financing activities | ||
Gain (Loss) on Disposition of Business | 301,373 | 0 |
Northfield OpCo | MGP Operating Partnership | ||
Non-cash investing and financing activities | ||
Gain (Loss) on Disposition of Business | $ 301,373 | $ 0 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Shareholders' Equity - USD ($) | Total | Class A Shares | Additional Paid-in Capital | Accumulated Deficit | Accumulated Other Comprehensive Income (Loss) | Total Class A Shareholders' Equity | Noncontrolling Interest | Empire City | Empire CityAdditional Paid-in Capital | Empire CityAccumulated Other Comprehensive Income (Loss) | Empire CityTotal Class A Shareholders' Equity | Empire CityNoncontrolling Interest | Park MGM Lease Transaction | Park MGM Lease TransactionAdditional Paid-in Capital | Park MGM Lease TransactionAccumulated Other Comprehensive Income (Loss) | Park MGM Lease TransactionTotal Class A Shareholders' Equity | Park MGM Lease TransactionNoncontrolling Interest |
Balance at Dec. 31, 2017 | $ 6,067,739,000 | $ 0 | $ 1,716,490,000 | $ (94,948,000) | $ 3,108,000 | $ 1,624,650,000 | $ 4,443,089,000 | ||||||||||
Changes in equity: | |||||||||||||||||
Net income | 58,169,000 | 15,830,000 | 15,830,000 | 42,339,000 | |||||||||||||
Deemed contribution - tax sharing agreement | 1,231,000 | 0 | 1,231,000 | ||||||||||||||
Dividends and distributions declared ($0.4650 per Class A share) | (111,733,000) | (29,777,000) | (29,777,000) | (81,956,000) | |||||||||||||
Share-based compensation | 384,000 | 102,000 | 102,000 | 282,000 | |||||||||||||
Other comprehensive income - cash flow hedges | 16,355,000 | 4,358,000 | 4,358,000 | 11,997,000 | |||||||||||||
Other | 401,000 | 108,000 | 108,000 | 293,000 | |||||||||||||
Balance at Mar. 31, 2018 | 6,032,546,000 | 0 | 1,716,700,000 | (108,895,000) | 7,466,000 | 1,615,271,000 | 4,417,275,000 | ||||||||||
Changes in equity: | |||||||||||||||||
Dividends declared | 0.4200 | ||||||||||||||||
Balance at Dec. 31, 2017 | 6,067,739,000 | 0 | 1,716,490,000 | (94,948,000) | 3,108,000 | 1,624,650,000 | 4,443,089,000 | ||||||||||
Changes in equity: | |||||||||||||||||
Net income | 106,228,000 | ||||||||||||||||
Other comprehensive income - cash flow hedges | 22,636,000 | ||||||||||||||||
Balance at Jun. 30, 2018 | 5,974,303,000 | 0 | 1,717,086,000 | (126,241,000) | 9,141,000 | 1,599,986,000 | 4,374,317,000 | ||||||||||
Balance at Mar. 31, 2018 | 6,032,546,000 | 0 | 1,716,700,000 | (108,895,000) | 7,466,000 | 1,615,271,000 | 4,417,275,000 | ||||||||||
Changes in equity: | |||||||||||||||||
Net income | 48,059,000 | 13,146,000 | 13,146,000 | 34,913,000 | |||||||||||||
Deemed contribution - tax sharing agreement | 1,263,000 | 0 | 1,263,000 | ||||||||||||||
Dividends and distributions declared ($0.4650 per Class A share) | (114,399,000) | (30,492,000) | (30,492,000) | (83,907,000) | |||||||||||||
Share-based compensation | 556,000 | 149,000 | 149,000 | 407,000 | |||||||||||||
Other comprehensive income - cash flow hedges | 6,281,000 | 1,675,000 | 1,675,000 | 4,606,000 | |||||||||||||
Other | (3,000) | 237,000 | 237,000 | (240,000) | |||||||||||||
Balance at Jun. 30, 2018 | 5,974,303,000 | 0 | 1,717,086,000 | (126,241,000) | 9,141,000 | 1,599,986,000 | 4,374,317,000 | ||||||||||
Changes in equity: | |||||||||||||||||
Dividends declared | 0.4300 | ||||||||||||||||
Balance at Dec. 31, 2018 | 5,845,506,000 | 0 | 1,712,671,000 | (150,908,000) | 4,208,000 | 1,565,971,000 | 4,279,535,000 | ||||||||||
Changes in equity: | |||||||||||||||||
Net income | 66,364,000 | 19,955,000 | 19,955,000 | 46,409,000 | |||||||||||||
Deemed contribution - tax sharing agreement | 1,345,000 | 0 | 1,345,000 | ||||||||||||||
Dividends and distributions declared ($0.4650 per Class A share) | (139,279,000) | (42,064,000) | (42,064,000) | (97,215,000) | |||||||||||||
Issuance of Class A shares | 548,391,000 | 471,647,000 | 774,000 | 472,421,000 | 75,970,000 | ||||||||||||
Increase from Business Combination | $ 379,050,000 | $ 23,940,000 | $ (195,000) | $ 23,745,000 | $ 355,305,000 | $ 31,875,000 | $ 2,512,000 | $ (16,000) | $ 2,496,000 | $ 29,379,000 | |||||||
Share-based compensation | 565,000 | 164,000 | 164,000 | 401,000 | |||||||||||||
Other comprehensive income - cash flow hedges | (15,612,000) | (4,717,000) | (4,717,000) | (10,895,000) | |||||||||||||
Other | (1,288,000) | (389,000) | (389,000) | (899,000) | |||||||||||||
Balance at Mar. 31, 2019 | 6,716,917,000 | 0 | 2,210,545,000 | (173,017,000) | 54,000 | 2,037,582,000 | 4,679,335,000 | ||||||||||
Changes in equity: | |||||||||||||||||
Dividends declared | 0.4650 | ||||||||||||||||
Balance at Dec. 31, 2018 | 5,845,506,000 | 0 | 1,712,671,000 | (150,908,000) | 4,208,000 | 1,565,971,000 | 4,279,535,000 | ||||||||||
Changes in equity: | |||||||||||||||||
Net income | 134,133,000 | ||||||||||||||||
Other comprehensive income - cash flow hedges | (46,387,000) | ||||||||||||||||
Balance at Jun. 30, 2019 | 6,386,532,000 | 0 | 2,237,385,000 | (194,469,000) | (9,696,000) | 2,033,220,000 | 4,353,312,000 | ||||||||||
Balance at Mar. 31, 2019 | 6,716,917,000 | 0 | 2,210,545,000 | (173,017,000) | 54,000 | 2,037,582,000 | 4,679,335,000 | ||||||||||
Changes in equity: | |||||||||||||||||
Net income | 67,769,000 | 21,858,000 | 21,858,000 | 45,911,000 | |||||||||||||
Deemed contribution - tax sharing agreement | 2,275,000 | 0 | 2,275,000 | ||||||||||||||
Dividends and distributions declared ($0.4650 per Class A share) | (136,671,000) | (43,310,000) | (43,310,000) | (93,361,000) | |||||||||||||
Issuance of Class A shares | 64,908,000 | 52,294,000 | (105,000) | 52,189,000 | 12,719,000 | ||||||||||||
Northfield OpCo Transaction | (298,957,000) | (27,441,000) | 0 | 2,000 | (27,439,000) | (271,518,000) | |||||||||||
Share-based compensation | 524,000 | 164,000 | 164,000 | 360,000 | |||||||||||||
Other comprehensive income - cash flow hedges | (30,775,000) | (9,647,000) | (9,647,000) | (21,128,000) | |||||||||||||
Other | 542,000 | 1,823,000 | 1,823,000 | (1,281,000) | |||||||||||||
Balance at Jun. 30, 2019 | 6,386,532,000 | $ 0 | $ 2,237,385,000 | $ (194,469,000) | $ (9,696,000) | $ 2,033,220,000 | $ 4,353,312,000 | ||||||||||
Changes in equity: | |||||||||||||||||
Dividends declared | $ 0.4675 |
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 | Empire CityMGP Operating Partnership | Empire CityMGP Operating PartnershipLimited Partners | Park MGM Lease TransactionMGP Operating Partnership | Park MGM Lease TransactionMGP Operating PartnershipLimited Partners |
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 ($0.4650 per Class A share) | (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 | 106,228 | 106,228 | ||||||
Other comprehensive income - cash flow hedges | 22,636 | |||||||
Balance at Jun. 30, 2018 | 5,974,303 | 0 | 5,974,303 | |||||
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 ($0.4650 per Class A share) | (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 | |||||
Balance at Dec. 31, 2018 | 5,845,506 | 0 | 5,845,506 | |||||
Changes in partners' capital: | ||||||||
Net income | 66,364 | 66,364 | 66,364 | |||||
Deemed contribution - tax sharing agreement | 1,345 | 1,345 | 1,345 | |||||
Dividends and distributions declared ($0.4650 per Class A share) | (139,279) | (139,279) | (139,279) | |||||
Issuance of Class A shares | 548,391 | |||||||
Issuance of Operating Partnership units | 548,391 | 548,391 | ||||||
Acquisitions | $ 379,050 | $ 379,050 | $ 31,875 | $ 31,875 | ||||
Share-based compensation | 565 | 565 | 565 | |||||
Other comprehensive income - cash flow hedges | (15,612) | (15,612) | (15,612) | |||||
Other | (1,288) | (1,288) | ||||||
Balance at Mar. 31, 2019 | 6,716,917 | 0 | 6,716,917 | |||||
Balance at Dec. 31, 2018 | 5,845,506 | 0 | 5,845,506 | |||||
Changes in partners' capital: | ||||||||
Net income | 134,133 | 134,133 | ||||||
Other comprehensive income - cash flow hedges | (46,387) | |||||||
Balance at Jun. 30, 2019 | 6,386,532 | 0 | 6,386,532 | |||||
Balance at Mar. 31, 2019 | 6,716,917 | 0 | 6,716,917 | |||||
Changes in partners' capital: | ||||||||
Net income | 67,769 | 67,769 | 67,769 | |||||
Deemed contribution - tax sharing agreement | 2,275 | 2,275 | 2,275 | |||||
Dividends and distributions declared ($0.4650 per Class A share) | (136,671) | (136,671) | (136,671) | |||||
Issuance of Class A shares | 64,908 | 64,908 | 64,908 | |||||
Northfield OpCo Transaction | (298,957) | (298,957) | ||||||
Share-based compensation | 524 | 524 | 524 | |||||
Other comprehensive income - cash flow hedges | $ (30,775) | (30,775) | (30,775) | |||||
Other | 542 | 542 | ||||||
Balance at Jun. 30, 2019 | $ 6,386,532 | $ 0 | $ 6,386,532 |
Business
Business | 6 Months Ended |
Jun. 30, 2019 | |
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 in October 2015. MGP conducts its operations through MGM Growth Properties Operating Partnership LP (the “Operating Partnership”), a Delaware limited partnership that was formed in January 2016 and acquired by MGP in April 2016. The Company 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 primarily engaged through its investment in the Operating Partnership in the real property business, which consists of owning, acquiring and leasing large-scale destination entertainment and leisure properties, whose tenants generally offer casino gaming, hotel, convention, dining, entertainment and retail. A wholly owned subsidiary of the Operating Partnership (the “Landlord”) leases all of its real estate properties to a wholly owned subsidiary (the “Tenant”) of MGM Resorts International (“MGM”) under a master lease agreement (the “Master Lease”). As of June 30, 2019 , there were approximately 292.3 million Operating Partnership units outstanding in the Operating Partnership, of which MGM owned approximately 199.7 million, or 68.3% , and MGP owned the remaining 31.7% . MGM’s Operating Partnership units are exchangeable for Class A shares of MGP on a one -to-one basis, or cash at the fair value of a Class A share. MGP’s independent conflicts committee determines the settlement method for any such exchanges. 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. Empire City Transaction On January 29, 2019, the Company acquired the developed real property associated with Empire City Casino (“Empire City”) from MGM upon its acquisition of Empire City (“Empire City Transaction”) and Empire City was added to the existing Master Lease between the Landlord and Tenant. Refer to Note 3 for additional details on the Empire City Transaction and Note 5 for further discussion on the Master Lease. Park MGM Transaction On March 7, 2019, the Company completed the transaction relating to renovations undertaken by MGM Resorts regarding the Park MGM and NoMad Las Vegas property (the “Park MGM Transaction”). Refer to Note 5 for further discussion on the Master Lease. Northfield OpCo Transaction |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2019 | |
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. 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 variable interest entity (“VIE”) of which the Company is the primary beneficiary, as well as its wholly owned and majority-owned subsidiaries, 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 June 30, 2019 , on a consolidated basis the Landlord had total assets of $11.8 billion primarily related to its real estate assets, and total liabilities of $450.1 million primarily related to its deferred revenue and operating lease liabilities. 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 6; and • Level 2 inputs when measuring the fair value of its interest rate swaps. See Note 7. Real estate investments. Real estate investments consist of land, buildings, improvements and integral equipment related to the Landlord. The majority of the Company’s real property was contributed or acquired by the Operating Partnership from MGM as 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. For real property acquired from third parties, such assets were recognized at fair value at the acquisition date. 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. Non-Normal Tenant Improvements were $48.4 million at June 30, 2019 . Lease incentive asset. The Company’s lease incentive asset consists of the consideration paid to MGM as part of the Park MGM Transaction, net of the deferred revenue balance associated with Non-Normal Tenant Improvements related to Park MGM, which was derecognized. The Company amortizes the lease incentive asset as a reduction of rental income over the remaining term of the Master Lease. Deferred revenue. The Company received nonmonetary consideration related to Non-Normal Tenant Improvements as they became MGP’s property pursuant to the Master Lease and recognized 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 were placed in service. Ground lease and other reimbursable expenses. Ground lease and other reimbursable expenses arise from costs which upon adoption of ASC 842, includes ground lease rent paid directly by the Tenant to the third-party lessor on behalf of the Company. Prior to the adoption of ASC 842 on January 1, 2019, as further described below, reimbursable expenses also included property taxes paid for by the Tenant on behalf of the Company pursuant to the triple-net lease terms of the Master Lease. 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 paid 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 and other reflects the amortization of deferred revenue relating to Non-Normal Tenant Improvements as well as the non-cash ground lease reimbursement revenue from the Tenant. Prior to the adoption of ASC 842 in 2019, the Company also reflected within this amount the revenue that 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 such as property taxes. This revenue is recognized in the same periods as the expense is incurred. Lessee leases. The Company determines if an arrangement is or contains a lease at inception or modification of the arrangement. An arrangement is or contains a lease if there are identified assets and the right to control the use of an identified asset is conveyed for a period in exchange for consideration. Control over the use of the identified asset means the lessee has both the right to obtain substantially all of the economic benefits from the use of the asset and the right to direct the use of the asset. For leases with terms greater than twelve months, the operating lease right-of-use (“ROU”) assets and operating lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date. The initial measurement of the operating lease ROU assets also includes any prepaid lease payments and are reduced by any previously accrued deferred rent. When available, the Company uses the rate implicit in the lease to discount lease payments to present value; however, most of the Company’s leases do not provide a readily determinable implicit rate. Therefore, the Company uses its incremental borrowing rate to discount the lease payments based on the information available at commencement date. Certain of the Company’s leases include fixed rental escalation clauses that are factored into the determination of lease payments. Lease terms include options to extend or terminate the lease when it is reasonably certain that such option will be exercised. Lease expense for minimum lease payments is recognized on a straight-line basis over the expected lease term. Reportable segment. The Company’s TRS liquidated in connection with the Northfield OpCo Transaction in April 2019 and, accordingly, the Company now solely generates revenue from its real estate properties. The Company’s real estate properties are similar to one another in that they consist of large-scale destination entertainment and leisure resorts and related offerings, whose tenants generally offer casino gaming, hotel, convention, dining, entertainment and retail, are held by a subsidiary of the Operating Partnership, have similar economic characteristics and are governed under a single Master Lease. As such, the properties are reported as one reportable segment. 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 on income from continuing operations was 5.6% and 3.1% for the three and six months ended June 30, 2019 , 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 basis 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 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 June 30, 2019 and December 31, 2018 . Prior to April 1, 2019, the Company’s TRS owned the real estate assets and operations of Northfield and the Company recorded a tax provision on the income from the TRS operations. In connection with the Northfield OpCo Transaction, the TRS was liquidated on April 1, 2019. Concurrently, a subsidiary of MGM acquired the Northfield operations and the Company retained the real estate. Consequently, the Company does not provide a tax provision on TRS operations after April 1, 2019. Recently issued accounting standards. In February 2016, the FASB issued ASC 842 “Leases (Topic 842)”, which replaces the existing guidance in Topic 840, “Leases”, (“ASC 842”). 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 classify and account for its lease agreements as either finance or operating. Both finance and operating leases will result in the lessee recognizing a ROU asset and a corresponding lease liability. For finance leases, the lessee will recognize interest expense associated with the lease liability and depreciation expense associated with the ROU asset; and for operating leases, the lessee will recognize straight-line rent expense. The Company adopted ASC 842 on January 1, 2019 utilizing the simplified transition method and accordingly did not recast comparative period financial information. The Company elected 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 continues to be classified as an operating lease as of January 1, 2019. ASC 842 requires lessors to exclude from variable payments, and therefore from revenue, lessor costs paid by lessees directly to third parties. Under the Master Lease, the lessee pays property tax directly to third parties; accordingly, the Company no longer reflect such costs as “Tenant reimbursements and other” within revenues or “Ground lease and other reimbursable expenses” within expenses as of January 1, 2019. The Company is also a lessee in lease arrangements, primarily for land underlying certain of its properties. As a result of adoption, the Company recognized approximately $279.9 million of operating ROU assets and approximately $333.5 million of operating lease liabilities as of January 1, 2019. |
Acquisitions and dispositions
Acquisitions and dispositions | 6 Months Ended |
Jun. 30, 2019 | |
Business Combinations [Abstract] | |
Acquisitions and dispositions | ACQUISITIONS AND DISPOSITIONS Empire City Acquisition As discussed in Note 1, on January 29, 2019, the Company acquired the developed real property associated with Empire City from MGM for fair value consideration of approximately $634.4 million . The Company funded the acquisition of the developed real property from MGM through the assumption of approximately $246.0 million of indebtedness, which was repaid with borrowings under its senior secured credit facility, and the issuance of approximately 12.9 million Operating Partnership units to MGM. Empire City was added to the existing Master Lease between the Landlord and Tenant, as further discussed in Note 5. The Empire City Transaction was accounted for as a transaction between entities under common control and, therefore, the Company recorded the Empire City real estate assets at the carryover value of $625.0 million from MGM with the difference between the purchase price and carrying value of assets recorded, which was approximately $9.4 million , recorded as a reduction to additional paid-in-capital. Northfield Acquisition and Northfield OpCo Transaction 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 recognized 100% of the assets and liabilities of Northfield at fair value at the date of the acquisition. On April 1, 2019, the Company’s TRS liquidated. Concurrently, a subsidiary of MGM acquired Northfield OpCo for fair value consideration transferred of approximately $305.2 million consisting primarily of approximately 9.4 million Operating Partnership units that were ultimately redeemed by the Operating Partnership and the Company retained the real estate assets. Subsequently, MGM rebranded Northfield OpCo to MGM Northfield Park, which was then added to the existing Master Lease between the Landlord and Tenant. Refer to Note 5 for further discussion on the Master Lease. The Northfield OpCo Transaction was accounted for as a transaction between entities under common control and, therefore, the Company had carried the Northfield OpCo operating assets and liabilities as held and used until the close of the transaction on April 1, 2019. As a transaction between entities under common control, the Company recorded the difference between the purchase price of $305.2 million and the carrying value of net assets transferred of $292.3 million to additional paid-in-capital. The Company’s results for Northfield OpCo for the six months ended June 30, 2019 are reflected in discontinued operations on the consolidated statement of operations and the related assets and liabilities have been reclassified as assets held for sale and liabilities related to assets held for sale on the consolidated balance sheet on a retrospective basis. The retained MGM Northfield Park real estate assets have been retrospectively reclassified into real estate investments, net. The major classes of assets and liabilities of the Northfield OpCo presented as assets and liabilities related to assets held for sale as of December 31, 2018 were as follows: December 31, 2018 Assets held for sale (in thousands) Property and equipment, used in operations, net $ 20,391 Cash and cash equivalents 55,822 Tenant and other receivables, net 7,322 Prepaid expenses and other assets 3,024 Goodwill 17,915 Other intangible assets, net 251,214 Assets held for sale $ 355,688 Liabilities related to assets held for sale Due to MGM Resorts International and affiliates $ 80 Accounts payable, accrued expenses and other liabilities 28,806 Deferred revenue 51 Liabilities related to assets held for sale $ 28,937 The results of the Northfield OpCo discontinued operations are summarized as follows: Six Months Ended June 30, 2019 (in thousands) Total revenues $ 67,841 Total expenses (48,735 ) Income from discontinued operations before income taxes 19,106 Provision for income taxes (2,890 ) Income from discontinued operations, net of tax 16,216 Less: Income attributable to noncontrolling interests - discontinued operations (11,434 ) Income from discontinued operations attributable to Class A shareholders $ 4,782 As Northfield OpCo was not acquired until July 6, 2018, there are no results of Northfield OpCo discontinued operations included in the three and six months ended June 30, 2018. |
Real Estate Investments
Real Estate Investments | 6 Months Ended |
Jun. 30, 2019 | |
Real Estate [Abstract] | |
REAL ESTATE INVESTMENTS | REAL ESTATE INVESTMENTS The carrying value of real estate investments is as follows: June 30, 2019 December 31, 2018 (in thousands) Land $ 4,631,013 $ 4,536,013 Buildings, building improvements, land improvements and integral equipment 9,309,454 8,782,321 13,940,467 13,318,334 Less: Accumulated depreciation (2,964,468 ) (2,812,205 ) $ 10,975,999 $ 10,506,129 |
Leases
Leases | 6 Months Ended |
Jun. 30, 2019 | |
Leases [Abstract] | |
Leases | LEASES Master Lease. Pursuant to the Master Lease, the Tenant has leased the Company’s real estate properties. The Master Lease is accounted for as an operating lease and has an initial lease term of ten years that began on April 25, 2016 (other than with respect to MGM National Harbor, as described below) with the potential to extend the term for four additional five -year terms thereafter at the option of the Tenant. With respect to MGM National Harbor, the initial lease term ends on August 31, 2024. Thereafter, the initial term of the Master Lease with respect to MGM National Harbor may be renewed at the option of the Tenant for an initial renewal period lasting until the earlier of the end of the then-current term of the Master Lease or the next renewal term (depending on whether MGM elects to renew the other properties under the Master Lease in connection with the expiration of the initial ten-year term). If, however, the Tenant chooses not to renew the lease with respect to MGM National Harbor after the initial MGM National Harbor term under the Master Lease, the Tenant would also lose the right to renew the Master Lease with respect to the rest of the properties when the initial ten-year lease term ends related to the rest of the properties in 2026. On January 29, 2019, Empire City was added to the existing Master Lease between the Landlord and Tenant. As a result, the annual rent payment to MGP increased by $50 million , prorated for the remainder of the lease year. Consistent with the Master Lease terms, 90% of this rent is fixed and will contractually grow at 2% per year until 2022. In addition, pursuant to the Master Lease, MGP has 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. On March 7, 2019, the Company completed the Park MGM Transaction and amended the existing Master Lease between the Landlord and Tenant concurrent with which the Company paid $637.5 million , of which $605.6 million was cash and the remainder was the issuance of approximately 1.0 million of Operating Partnership units, to a subsidiary of MGM and, as a result, the annual rent payment to the Company increased by $50 million , prorated for the remainder of the lease year. Consistent with the Master Lease terms, 90% of this rent is fixed and will contractually grow at 2% per year until 2022. The Company recorded a lease incentive asset which represents the consideration paid, less the existing deferred revenue balance of $94.0 million relating to the non-normal tenant improvements recorded for Park MGM, which was derecognized. The Company was required to reassess the lease classification of the Master Lease and concluded that the Master Lease continued to be an operating lease. On April 1, 2019, MGM Northfield Park was added to the existing Master Lease and the annual rent payment increased by $60 million . Consistent with the Master Lease terms, 90% of this rent is fixed and will contractually grow at 2% per year until 2022. The annual rent payments under the Master Lease for the fourth lease year, which commenced on April 1, 2019, increased to $946.1 million from $770.3 million at the start of the third lease year. The increase was a result of the $50 million in additional rent for each of the Park MGM Transaction and Empire City in the beginning of 2019, the $60 million of additional rent for MGM Northfield Park on April 1, 2019, as well as the third 2.0% fixed annual rent escalator that went into effect on April 1, 2019. Straight-line rental revenues from the Master Lease, which includes the lease incentive asset amortization, were $219.8 million and $416.7 million for the three and six months ended June 30, 2019 , respectively, and were $186.6 million and $373.1 million for the three and six months ended June 30, 2018 , respectively. The Company also recognized revenue related to tenant reimbursements and other of $5.9 million and $12.5 million for the three and six months ended June 30, 2019 , respectively, and $33.8 million and $63.1 million for the three and six months ended June 30, 2018 , respectively. Under the Master Lease, future non-cancelable minimum rental payments, which are the payments under the initial 10-year term and do not include the four five-year renewal options and, with respect to National Harbor, through August 31, 2024, are as follows as of June 30, 2019 : Year ending December 31, (in thousands) 2019 $ 473,030 2020 958,894 2021 976,262 2022 912,751 2023 890,126 Thereafter 1,922,713 $ 6,133,776 Lessee Leases. The Company is a lessee of land underlying Borgata, MGM National Harbor, and Beau Rivage, and also a lessee, to a lesser extent, of certain real estate under operating lease arrangements. The Company is obligated to make lease payments through the non-cancelable term of the ground leases, which is through 2070 for Borgata, through 2082 for MGM National Harbor, and through 2066 for Beau Rivage. The ground leases will be paid by the Tenant pursuant to the Master Lease through 2046 (including renewal periods). Components of lease expense for the three and six months ended June 30, 2019 include operating lease cost of $6.0 million and $11.9 million , respectively. Other information related to the Company’s operating leases was as follows (in thousands, except for lease term and discount rate information): Supplemental balance sheet information Balance at June 30, 2019 Operating lease right-of-use assets $ 279,966 Operating lease liabilities 336,520 Weighted-average remaining lease term (years) 59 Weighted-average discount rate (%) 7 % Maturities of operating lease liabilities were as follows: Year ending December 31, (in thousands) 2019 (excluding the six months ended June 30, 2019) $ 10,621 2020 21,113 2021 24,996 2022 25,015 2023 24,875 Thereafter 1,357,650 Total future minimum lease payments 1,464,270 Less: Amount of lease payments representing interest (1,127,750 ) Total $ 336,520 |
Debt
Debt | 6 Months Ended |
Jun. 30, 2019 | |
Debt Disclosure [Abstract] | |
DEBT | DEBT Debt consists of the following: June 30, December 31, 2019 2018 (in thousands) Senior secured credit facility: Senior secured term loan A facility $ 470,000 $ 470,000 Senior secured term loan B facility 1,789,875 1,799,125 Senior secured revolving credit facility — 550,000 $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 $750 million 5.75% senior notes, due 2027 750,000 — $350 million 4.50% senior notes, due 2028 350,000 350,000 4,909,875 4,719,125 Less: Unamortized discount and debt issuance costs (57,351 ) (52,176 ) $ 4,852,524 $ 4,666,949 Operating Partnership credit agreement. At June 30, 2019 , 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. The Operating Partnership permanently repaid $4.6 million and $9.3 million of the term loan B facility in the three and six months ended June 30, 2019 , respectively, in accordance with the scheduled amortization. At June 30, 2019 , no amounts were drawn on the revolving credit facility. At June 30, 2019 , the interest rate on the term loan A facility was 4.15% and the interest rate on the term loan B facility was 4.40% . The Operating Partnership was in compliance with its financial covenants at June 30, 2019 . Refer to Note 7 for further discussion of the Company’s interest rate swap agreements. Bridge Facility. In connection with the Empire City Transaction, the Operating Partnership assumed $246.0 million of indebtedness under a bridge facility from MGM. The Operating Partnership repaid the bridge facility with a combination of cash on hand and a draw on its revolving credit facility. Operating Partnership senior notes. In January 2019, the Operating Partnership issued $750 million in aggregate principal amount of 5.75% senior notes due 2027. The senior notes mature on February 1, 2027. Interest on the senior notes is payable on February 1 and August 1 of each year, commencing on August 1, 2019. Fair value of long-term debt. The estimated fair value of the Company’s long-term debt was $5.0 billion at June 30, 2019 and $4.5 billion at December 31, 2018 . 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 $3.2 million and $6.4 million during the three and six months ended June 30, 2019 , respectively. The Company recognized non-cash interest expense related to the amortization of deferred financing costs of $3.1 million and $6.1 million during the three and six months ended June 30, 2018 , respectively. |
Derivatives and Hedging Activit
Derivatives and Hedging Activities | 6 Months Ended |
Jun. 30, 2019 | |
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 credit facility. As of June 30, 2019 , the Operating Partnership has interest rate swap agreements where the Operating Partnership 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. The Operating Partnership entered into additional interest rate swaps in December 2018 and June 2019. The December 2018 interest rate swaps have a notional amount of $400 million on which it will pay a fixed rate of 2.735% with a variable rate received resetting monthly to the one-month LIBOR with a floor of 0% and an effective date of December 31, 2019. The June 2019 interest rate swaps have a notional amount of $900 million on which it will pay a weighted average fixed rate of 1.801% with the variable rate resetting monthly to the one-month LIBOR with a floor of 0% and have an effective date of November 30, 2021. As of June 30, 2019 , and December 31, 2018 , all of the Company’s derivative financial instruments have been designated as cash flow hedges and qualify for hedge accounting. As of June 30, 2019 , the fair values of the Company's interest rate swaps are $31.8 million , recorded as a liability within accounts payable, accrued expenses, and other liabilities. As of December 31, 2018 , the fair values of the Company’s interest rate swaps were $14.9 million , with $20.5 million recorded as an asset within prepaid expenses and other assets and $5.6 million |
Shareholders' Equity and Partne
Shareholders' Equity and Partners' Capital | 6 Months Ended |
Jun. 30, 2019 | |
Equity [Abstract] | |
SHAREHOLDERS' EQUITY AND PARTNERS' CAPITAL | SHAREHOLDERS’ EQUITY AND PARTNERS’ CAPITAL MGP shareholders. On January 31, 2019, the Company completed an offering of 19.6 million Class A shares representing limited liability company interests in a registered public offering, including 2.6 million Class A shares sold pursuant to the exercise in full by the underwriters of their over-allotment option, for net proceeds of approximately $548.4 million . On April 30, 2019, the Company entered into an “at-the-market-offering” (“ATM”) program where the Company can offer and sell up to an aggregate sales price of $300 million of MGP’s Class A shares through its sales agents at prevailing market prices or agreed-upon prices. During the quarter ended June 30, 2019 , the Company issued 2.1 million Class A shares under the program for net proceeds of approximately $64.9 million . Operating Partnership capital. On January 29, 2019, in connection with the Empire City Transaction, the Operating Partnership issued 12.9 million Operating Partnership units to a subsidiary of MGM. MGP’s indirect ownership percentage in the Operating Partnership decreased from 26.7% to 25.4% . On January 31, 2019, in connection with the Company’s registered offering of Class A shares, the Operating Partnership issued 19.6 million Operating Partnership units to the Company. MGP’s indirect ownership percentage in the Operating Partnership increased from 25.4% to 30.3% . On March 7, 2019, in connection with the Park MGM Transaction, the Operating Partnership issued 1.0 million Operating Partnership units to a subsidiary of MGM. MGP’s indirect ownership percentage in the Operating Partnership decreased from 30.3% to 30.2% . On April 1, 2019, in connection with the Northfield OpCo Transaction, 9.4 million Operating Partnership units were redeemed by the Operating Partnership. As a result, MGP’s indirect ownership percentage in the Operating Partnership increased from 30.2% to 31.2% . During the quarter ended June 30, 2019 , in connection with the Company’s issuance of Class A shares under the ATM program, the Operating Partnership issued 2.1 million Operating Partnership units to the Company. As a result, MGP’s indirect ownership percentage in the Operating Partnership increased from 31.2% to 31.7% . Accumulated Other Comprehensive Income. Comprehensive income includes net income and all other non-shareholder changes in equity, or other comprehensive income. Elements of the Company’s accumulated other comprehensive income are reported in the accompanying condensed consolidated statement of shareholders’ equity. The following table summarizes the changes in accumulated other comprehensive income by component for the six months ended June 30, 2019 : Cash Flow Hedges Other Total (in thousands) Balance at December 31, 2018 $ 4,208 $ — $ 4,208 Other comprehensive income before reclassifications (42,773 ) — (42,773 ) Amounts reclassified from accumulated other comprehensive income to interest expense (3,614 ) — (3,614 ) Empire City Transaction — (195 ) (195 ) Class A share issuances — 669 669 Park MGM Transaction — (16 ) (16 ) Northfield OpCo Transaction — 2 2 Other comprehensive income (46,387 ) 460 (45,927 ) Less: Other comprehensive loss attributable to noncontrolling interest 32,023 — 32,023 Balance at June 30, 2019 $ (10,156 ) $ 460 $ (9,696 ) MGP dividends and Operating Partnership distributions. On July 15, 2019, the Company paid the previously announced $0.4675 per Class A share dividend upon receipt of its share of the Operating Partnership $0.4675 distribution made the same day. 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. |
Net Income Per Class A Share
Net Income Per Class A Share | 6 Months Ended |
Jun. 30, 2019 | |
Earnings Per Share [Abstract] | |
NET INCOME PER CLASS A SHARE | NET INCOME PER CLASS A SHARE The table below provides net income and the number of Class A shares used in the computations of “basic” net income per share, which utilizes the weighted-average number of Class A shares outstanding without regard to dilutive potential Class A shares, and “diluted” net income per share, which includes all such shares. 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 in the Company. Three Months Ended June 30, Six Months Ended June 30, 2019 2018 2019 2018 (in thousands, except share amounts) Numerator: Income from continuing operations $ 67,769 $ 48,059 $ 117,917 $ 106,228 Income from continuing operations attributable to noncontrolling interest (45,911 ) (34,913 ) (80,886 ) (77,252 ) Income from continuing operations attributable to Class A shares - basic and diluted 21,858 13,146 37,031 28,976 Income from discontinued operations — — 16,216 — Income from discontinued operations attributable to noncontrolling interest — — (11,434 ) — Income from discontinued operations attributable to Class A shares - basic and diluted — — 4,782 — Net income attributable to Class A shares - basic and diluted $ 21,858 $ 13,146 $ 41,813 $ 28,976 Denominator: Weighted average Class A shares outstanding (1) - basic 91,011,559 70,993,091 87,544,627 70,982,243 Effect of dilutive shares for diluted net income per Class A share (2) (3) 196,839 191,905 228,087 176,342 Weighted average Class A shares outstanding (1) - diluted 91,208,398 71,184,996 87,772,714 71,158,585 (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. (3) Diluted net income per Class A share does not assume conversion of the Operating Partnership units held by MGM as such conversion would be antidilutive. |
Net Income Per Operating Partne
Net Income Per Operating Partnership Unit | 6 Months Ended |
Jun. 30, 2019 | |
Condensed Income Statements, Captions [Line Items] | |
NET INCOME PER OPERATING PARTNERSHIP UNIT | NET INCOME PER CLASS A SHARE The table below provides net income and the number of Class A shares used in the computations of “basic” net income per share, which utilizes the weighted-average number of Class A shares outstanding without regard to dilutive potential Class A shares, and “diluted” net income per share, which includes all such shares. 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 in the Company. Three Months Ended June 30, Six Months Ended June 30, 2019 2018 2019 2018 (in thousands, except share amounts) Numerator: Income from continuing operations $ 67,769 $ 48,059 $ 117,917 $ 106,228 Income from continuing operations attributable to noncontrolling interest (45,911 ) (34,913 ) (80,886 ) (77,252 ) Income from continuing operations attributable to Class A shares - basic and diluted 21,858 13,146 37,031 28,976 Income from discontinued operations — — 16,216 — Income from discontinued operations attributable to noncontrolling interest — — (11,434 ) — Income from discontinued operations attributable to Class A shares - basic and diluted — — 4,782 — Net income attributable to Class A shares - basic and diluted $ 21,858 $ 13,146 $ 41,813 $ 28,976 Denominator: Weighted average Class A shares outstanding (1) - basic 91,011,559 70,993,091 87,544,627 70,982,243 Effect of dilutive shares for diluted net income per Class A share (2) (3) 196,839 191,905 228,087 176,342 Weighted average Class A shares outstanding (1) - diluted 91,208,398 71,184,996 87,772,714 71,158,585 (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. (3) Diluted net income per Class A share does not assume conversion of the Operating Partnership units held by MGM as such conversion would be antidilutive. |
MGP Operating Partnership | |
Condensed Income Statements, Captions [Line Items] | |
NET INCOME PER OPERATING PARTNERSHIP UNIT | NET INCOME PER OPERATING PARTNERSHIP UNIT The table below provides net income and the number of Operating Partnership units used in the computations of “basic” net income per Operating Partnership unit, which utilizes the weighted-average number of Operating Partnership units outstanding without regard to dilutive potential Operating Partnership units, and “diluted” net income per Operating Partnership units, which includes all such Operating Partnership units. Three Months Ended June 30, Six Months Ended June 30, 2019 2018 2019 2018 (in thousands, except share amounts) Numerator: Income from continuing operations $ 67,769 $ 48,059 $ 117,917 $ 106,228 Income from discontinued operations — — 16,216 — Net income - basic and diluted $ 67,769 $ 48,059 $ 134,133 $ 106,228 Denominator: Weighted average Operating Partnership units outstanding (1) - basic 290,714,102 266,127,214 289,537,067 266,116,366 Effect of dilutive shares for diluted net income per Operating Partnership unit (2) 196,839 191,905 228,087 176,342 Weighted average Operating Partnership units outstanding (1) - diluted 290,910,941 266,319,119 289,765,154 266,292,708 (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 | 6 Months Ended |
Jun. 30, 2019 | |
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. |
Condensed Consolidating Financi
Condensed Consolidating Financial Information | 6 Months Ended |
Jun. 30, 2019 | |
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 June 30, 2019 and December 31, 2018 and for the three and six months ended June 30, 2019 and June 30, 2018 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 June 30, 2019 Operating Guarantor Partnership Co-Issuer Subsidiaries Eliminations Consolidated (in thousands) Real estate investments, net $ 529 $ — $ 10,975,470 $ — $ 10,975,999 Lease incentive asset — — 537,191 — 537,191 Cash and cash equivalents 53,566 — — — 53,566 Tenant and other receivables, net 106 — — — 106 Intercompany 1,406,515 — — (1,406,515 ) — Prepaid expenses and other assets 13,292 — 10,461 — 23,753 Investments in subsidiaries 9,988,144 — — (9,988,144 ) — Above market lease, asset — — 42,227 — 42,227 Operating lease right-of-use assets 510 — 279,456 — 279,966 Total assets $ 11,462,662 $ — $ 11,844,805 $ (11,394,659 ) $ 11,912,808 Debt, net 4,852,524 — — — 4,852,524 Due to MGM Resorts International and affiliates 74 — — — 74 Intercompany — — 1,406,515 (1,406,515 ) — Accounts payable, accrued expenses and other liabilities 42,076 — 269 — 42,345 Accrued interest 44,275 — — — 44,275 Dividend and distribution payable 136,671 — — — 136,671 Deferred revenue — — 84,146 — 84,146 Deferred income taxes, net — — 29,721 — 29,721 Operating lease liabilities 510 — 336,010 — 336,520 Total liabilities 5,076,130 — 1,856,661 (1,406,515 ) 5,526,276 General partner — — — — — Limited partners 6,386,532 — 9,988,144 (9,988,144 ) 6,386,532 Total partners' capital 6,386,532 — 9,988,144 (9,988,144 ) 6,386,532 Total liabilities and partners’ capital $ 11,462,662 $ — $ 11,844,805 $ (11,394,659 ) $ 11,912,808 CONSOLIDATING BALANCE SHEET INFORMATION December 31, 2018 Operating Guarantor Partnership Co-Issuer Subsidiaries Eliminations Consolidated (in thousands) Real estate investments, net $ 572 $ — $ 10,505,557 $ — $ 10,506,129 Cash and cash equivalents 3,995 — — — 3,995 Tenant and other receivables, net 26 — 7,642 — 7,668 Intercompany 841,179 — — (841,179 ) — Prepaid expenses and other assets 34,813 — — — 34,813 Investments in subsidiaries 9,790,350 — — (9,790,350 ) — Above market lease, asset — — 43,014 — 43,014 Assets held for sale — — 355,688 — 355,688 Total assets $ 10,670,935 $ — $ 10,911,901 $ (10,631,529 ) $ 10,951,307 Debt, net 4,666,949 — — — 4,666,949 Due to MGM Resorts International and affiliates 227 — — — 227 Intercompany — — 841,179 (841,179 ) — Accounts payable, accrued expenses and other liabilities 13,102 — 7,694 — 20,796 Above market lease, liability — — 46,181 — 46,181 Accrued interest 26,096 — — — 26,096 Dividend and distribution payable 119,055 — — — 119,055 Deferred revenue — — 163,926 — 163,926 Deferred income taxes, net — — 33,634 — 33,634 Liabilities related to assets held for sale — — 28,937 — 28,937 Total liabilities 4,825,429 — 1,121,551 (841,179 ) 5,105,801 General partner — — — — — Limited partners 5,845,506 — 9,790,350 (9,790,350 ) 5,845,506 Total partners' capital 5,845,506 — 9,790,350 (9,790,350 ) 5,845,506 Total liabilities and partners’ capital $ 10,670,935 $ — $ 10,911,901 $ (10,631,529 ) $ 10,951,307 CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME INFORMATION Three Months Ended June 30, 2019 Operating Guarantor Partnership Co-Issuer Subsidiaries Eliminations Consolidated (in thousands) Revenues Rental revenue $ — $ — $ 219,846 $ — $ 219,846 Tenant reimbursements and other — — 5,913 — 5,913 — — 225,759 — 225,759 Expenses Depreciation 22 — 79,521 — 79,543 Property transactions, net — — 310 — 310 Ground lease and other reimbursable expenses — — 5,920 — 5,920 Acquisition-related expenses 267 — — — 267 General and administrative 3,691 — — — 3,691 3,980 — 85,751 — 89,731 (3,980 ) — 140,008 — 136,028 Equity in earnings of subsidiaries 137,732 — — (137,732 ) — Other income (expense) Interest income 102 — — — 102 Interest expense (63,977 ) — — — (63,977 ) Other (363 ) — — — (363 ) (64,238 ) — — — (64,238 ) Income before income taxes 69,514 — 140,008 (137,732 ) 71,790 Provision for income taxes (1,745 ) — (2,276 ) — (4,021 ) Net income $ 67,769 $ — $ 137,732 $ (137,732 ) $ 67,769 Other comprehensive income Net income $ 67,769 $ — $ 137,732 $ (137,732 ) $ 67,769 Unrealized loss on cash flow hedges, net (30,775 ) — — — (30,775 ) Comprehensive income $ 36,994 $ — $ 137,732 $ (137,732 ) $ 36,994 CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME INFORMATION Three Months Ended June 30, 2018 Operating Guarantor Partnership Co-Issuer Subsidiaries Eliminations Consolidated (in thousands) Revenues Rental revenue $ — $ — $ 186,563 $ — $ 186,563 Tenant reimbursements and other — — 33,827 — 33,827 — — 220,390 — 220,390 Expenses Depreciation 15 — 67,459 — 67,474 Property transactions, net — — 14,426 — 14,426 Ground lease and other reimbursable expenses — — 32,907 — 32,907 Amortization of above market lease, net — — 172 — 172 Acquisition-related expenses 2,131 — — — 2,131 General and administrative 2,755 — — — 2,755 4,901 — 114,964 — 119,865 (4,901 ) — 105,426 — 100,525 Equity in earnings of subsidiaries 104,163 — — (104,163 ) — Other income (expense) Interest income 1,278 — — — 1,278 Interest expense (49,276 ) — — — (49,276 ) Other (3,205 ) — — — (3,205 ) (51,203 ) — — — (51,203 ) Income before income taxes 48,059 — 105,426 (104,163 ) 49,322 Provision for income taxes — — (1,263 ) — (1,263 ) Net income $ 48,059 $ — $ 104,163 $ (104,163 ) $ 48,059 Other comprehensive income Net income $ 48,059 $ — $ 104,163 $ (104,163 ) $ 48,059 Unrealized gain on cash flow hedges, net 6,281 — — — 6,281 Comprehensive income $ 54,340 $ — $ 104,163 $ (104,163 ) $ 54,340 CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME INFORMATION Six Months Ended June 30, 2019 Operating Guarantor Partnership Co-Issuer Subsidiaries Eliminations Consolidated (in thousands) Revenues Rental revenue $ — $ — $ 416,728 $ — $ 416,728 Tenant reimbursements and other — — 12,454 — 12,454 — — 429,182 — 429,182 Expenses Depreciation 43 — 151,062 — 151,105 Property transactions, net — — 1,423 — 1,423 Ground lease and other reimbursable expenses — — 11,840 — 11,840 Acquisition-related expenses 8,799 — — — 8,799 General and administrative 7,829 — — — 7,829 16,671 — 164,325 — 180,996 (16,671 ) — 264,857 — 248,186 Equity in earnings of subsidiaries 273,409 — — (273,409 ) — Other income (expense) Interest income 7,565 — — (5,617 ) 1,948 Interest expense (127,925 ) — (5,617 ) 5,617 (127,925 ) Other (500 ) — — — (500 ) (120,860 ) — (5,617 ) — (126,477 ) Income from continuing operations before income taxes 135,878 — 259,240 (273,409 ) 121,709 Provision for income taxes (1,745 ) — (2,047 ) — (3,792 ) Income from continuing operations, net of tax 134,133 — 257,193 (273,409 ) 117,917 Income from discontinued operations, net of tax — — 16,216 — 16,216 Net income $ 134,133 $ — $ 273,409 $ (273,409 ) $ 134,133 Other comprehensive income Net income $ 134,133 $ — $ 273,409 $ (273,409 ) $ 134,133 Unrealized loss on cash flow hedges, net (46,387 ) — — — (46,387 ) Comprehensive income $ 87,746 $ — $ 273,409 $ (273,409 ) $ 87,746 CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME INFORMATION Six Months Ended June 30, 2018 Operating Guarantor Partnership Co-Issuer Subsidiaries Eliminations Consolidated (in thousands) Revenues Rental revenue $ — $ — $ 373,126 $ — $ 373,126 Tenant reimbursements and other — — 63,103 — 63,103 — — 436,229 — 436,229 Expenses Depreciation 42 — 136,423 — 136,465 Property transactions, net — — 18,512 — 18,512 Ground lease and other reimbursable expenses — — 61,267 — 61,267 Amortization of above market lease, net — — 343 — 343 Acquisition-related expenses 2,672 — — — 2,672 General and administrative 6,663 — — — 6,663 9,377 — 216,545 — 225,922 (9,377 ) — 219,684 — 210,307 Equity in earnings of subsidiaries 217,190 — — (217,190 ) — Other income (expense) Interest income 2,310 — — — 2,310 Interest expense (98,506 ) — — — (98,506 ) Other (5,389 ) — — — (5,389 ) (101,585 ) — — — (101,585 ) Income before income taxes 106,228 — 219,684 (217,190 ) 108,722 Provision for income taxes — — (2,494 ) — (2,494 ) Net income $ 106,228 $ — $ 217,190 $ (217,190 ) $ 106,228 Other comprehensive income Net income $ 106,228 $ — $ 217,190 $ (217,190 ) $ 106,228 Unrealized gain on cash flow hedges, net 22,636 — — — 22,636 Comprehensive income $ 128,864 $ — $ 217,190 $ (217,190 ) $ 128,864 CONSOLIDATING STATEMENT OF CASH FLOWS INFORMATION Six Months Ended June 30, 2019 Operating Guarantor Partnership Co-Issuer Subsidiaries Eliminations Consolidated (in thousands) Cash flows from operating activities Net cash provided by (used in) operating activities $ (685,188 ) $ — $ 441,198 $ — $ (243,990 ) Cash flows from investing activities Proceeds from Northfield OpCo Transaction 3,779 — — — 3,779 Net cash provided by (used in) investing activities - continuing operations 3,779 — — — 3,779 Cash flows from financing activities Net repayments under bank credit facility (559,250 ) — — — (559,250 ) Proceeds from issuance of debt 750,000 — — — 750,000 Deferred financing costs (9,983 ) — — — (9,983 ) Repayment of assumed bridge facility (245,950 ) — — — (245,950 ) Issuance of Operating Partnership units 613,299 — — — 613,299 Distributions paid (258,334 ) — — — (258,334 ) Cash received by Parent on behalf of Guarantor Subsidiaries, net 441,198 — (441,198 ) — — Net cash provided by (used in) financing activities 730,980 — (441,198 ) — 289,782 Cash flows from discontinued operations, net Cash flows provided by operating activities, net — — 15,591 — 15,591 Cash flows used in investing activities, net — — (12 ) — (12 ) Cash flows used in financing activities, net — — (37,900 ) — (37,900 ) Net cash used in discontinued operations — — (22,321 ) — (22,321 ) Change in cash and cash equivalents classified as assets held for sale — — (22,321 ) — (22,321 ) Cash and cash equivalents Net increase for the period 49,571 — — — 49,571 Balance, beginning of period 3,995 — — — 3,995 Balance, end of period $ 53,566 $ — $ — $ — $ 53,566 CONSOLIDATING STATEMENT OF CASH FLOWS INFORMATION Six Months Ended June 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 $ (97,428 ) $ — $ 381,761 $ — $ 284,333 Cash flows from investing activities Capital expenditures for property and equipment (190 ) — — — (190 ) Net cash used in investing activities (190 ) — — — (190 ) Cash flows from financing activities Deferred financing costs (17,490 ) — — — (17,490 ) Repayment of debt principal (13,000 ) — — — (13,000 ) Distributions paid (223,466 ) — — — (223,466 ) Cash received by Parent on behalf of Guarantor Subsidiaries 381,761 — (381,761 ) — — Net cash provided by (used in) financing activities 127,805 — (381,761 ) — (253,956 ) Cash flows from discontinued operations, net Cash flows provided by operating activities, net — — — — — Cash flows used in investing activities, net — — — — — Cash flows used in financing activities, net — — — — — Net cash used in discontinued operations — — — — — Change in cash and cash equivalents classified as assets held for sale — — — — — Cash and cash equivalents Net increase for the period 30,187 — — — 30,187 Balance, beginning of period 259,722 — — — 259,722 Balance, end of period $ 289,909 $ — $ — $ — $ 289,909 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies - (Policies) | 6 Months Ended |
Jun. 30, 2019 | |
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. |
Variable Interest Entities | Variable Interest Entities. |
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 6; and • Level 2 inputs when measuring the fair value of its interest rate swaps. See Note 7. |
Real Estate Investments | Real estate investments. Real estate investments consist of land, buildings, improvements and integral equipment related to the Landlord. The majority of the Company’s real property was contributed or acquired by the Operating Partnership from MGM as 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. For real property acquired from third parties, such assets were recognized at fair value at the acquisition date. Costs of maintenance and repairs to real estate investments are the responsibility of the Tenant under the Master Lease. |
Lease Incentive Asset | Lease incentive asset. The Company’s lease incentive asset consists of the consideration paid to MGM as part of the Park MGM Transaction, net of the deferred revenue balance associated with Non-Normal Tenant Improvements related to Park MGM, which was derecognized. The Company amortizes the lease incentive asset as a reduction of rental income over the remaining term of the Master Lease. |
Revenue Recognition | Deferred revenue. The Company received nonmonetary consideration related to Non-Normal Tenant Improvements as they became MGP’s property pursuant to the Master Lease and recognized 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 were placed in service. Ground lease and other reimbursable expenses. Ground lease and other reimbursable expenses arise from costs which upon adoption of ASC 842, includes ground lease rent paid directly by the Tenant to the third-party lessor on behalf of the Company. Prior to the adoption of ASC 842 on January 1, 2019, as further described below, reimbursable expenses also included property taxes paid for by the Tenant on behalf of the Company pursuant to the triple-net lease terms of the Master Lease. 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 paid 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 and other reflects the amortization of deferred revenue relating to Non-Normal Tenant Improvements as well as the non-cash ground lease reimbursement revenue from the Tenant. Prior to the adoption of ASC 842 in 2019, the Company also reflected within this amount the revenue that 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 such as property taxes. This revenue is recognized in the same periods as the expense is incurred. |
Lessee Leases | Lessee leases. The Company determines if an arrangement is or contains a lease at inception or modification of the arrangement. An arrangement is or contains a lease if there are identified assets and the right to control the use of an identified asset is conveyed for a period in exchange for consideration. Control over the use of the identified asset means the lessee has both the right to obtain substantially all of the economic benefits from the use of the asset and the right to direct the use of the asset. For leases with terms greater than twelve months, the operating lease right-of-use (“ROU”) assets and operating lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date. The initial measurement of the operating lease ROU assets also includes any prepaid lease payments and are reduced by any previously accrued deferred rent. When available, the Company uses the rate implicit in the lease to discount lease payments to present value; however, most of the Company’s leases do not provide a readily determinable implicit rate. Therefore, the Company uses its incremental borrowing rate to discount the lease payments based on the information available at commencement date. Certain of the Company’s leases include fixed rental escalation clauses that are factored into the determination of lease payments. Lease terms include options to extend or terminate the lease when it is reasonably certain that such option will be exercised. Lease expense for minimum lease payments is recognized on a straight-line basis over the expected lease term. |
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. The Company’s effective income tax rate on income from continuing operations was 5.6% and 3.1% for the three and six months ended June 30, 2019 , 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 basis 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 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 June 30, 2019 and December 31, 2018 . |
Recently Issued Accounting Pronouncements | Recently issued accounting standards. In February 2016, the FASB issued ASC 842 “Leases (Topic 842)”, which replaces the existing guidance in Topic 840, “Leases”, (“ASC 842”). 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 classify and account for its lease agreements as either finance or operating. Both finance and operating leases will result in the lessee recognizing a ROU asset and a corresponding lease liability. For finance leases, the lessee will recognize interest expense associated with the lease liability and depreciation expense associated with the ROU asset; and for operating leases, the lessee will recognize straight-line rent expense. The Company adopted ASC 842 on January 1, 2019 utilizing the simplified transition method and accordingly did not recast comparative period financial information. The Company elected 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 continues to be classified as an operating lease as of January 1, 2019. ASC 842 requires lessors to exclude from variable payments, and therefore from revenue, lessor costs paid by lessees directly to third parties. Under the Master Lease, the lessee pays property tax directly to third parties; accordingly, the Company no longer reflect such costs as “Tenant reimbursements and other” within revenues or “Ground lease and other reimbursable expenses” within expenses as of January 1, 2019. The Company is also a lessee in lease arrangements, primarily for land underlying certain of its properties. As a result of adoption, the Company recognized approximately $279.9 million of operating ROU assets and approximately $333.5 million of operating lease liabilities as of January 1, 2019. |
Acquisitions and dispositions -
Acquisitions and dispositions - (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Business Combinations [Abstract] | |
Results of discontinued operations | The major classes of assets and liabilities of the Northfield OpCo presented as assets and liabilities related to assets held for sale as of December 31, 2018 were as follows: December 31, 2018 Assets held for sale (in thousands) Property and equipment, used in operations, net $ 20,391 Cash and cash equivalents 55,822 Tenant and other receivables, net 7,322 Prepaid expenses and other assets 3,024 Goodwill 17,915 Other intangible assets, net 251,214 Assets held for sale $ 355,688 Liabilities related to assets held for sale Due to MGM Resorts International and affiliates $ 80 Accounts payable, accrued expenses and other liabilities 28,806 Deferred revenue 51 Liabilities related to assets held for sale $ 28,937 The results of the Northfield OpCo discontinued operations are summarized as follows: Six Months Ended June 30, 2019 (in thousands) Total revenues $ 67,841 Total expenses (48,735 ) Income from discontinued operations before income taxes 19,106 Provision for income taxes (2,890 ) Income from discontinued operations, net of tax 16,216 Less: Income attributable to noncontrolling interests - discontinued operations (11,434 ) Income from discontinued operations attributable to Class A shareholders $ 4,782 |
Real Estate Investments - (Tabl
Real Estate Investments - (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Real Estate [Abstract] | |
Carrying Value of Real Estate Investments | The carrying value of real estate investments is as follows: June 30, 2019 December 31, 2018 (in thousands) Land $ 4,631,013 $ 4,536,013 Buildings, building improvements, land improvements and integral equipment 9,309,454 8,782,321 13,940,467 13,318,334 Less: Accumulated depreciation (2,964,468 ) (2,812,205 ) $ 10,975,999 $ 10,506,129 |
Leases - (Tables)
Leases - (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Leases [Abstract] | |
Lessor, Operating Lease, Payments to be Received, Maturity [Table Text Block] | Under the Master Lease, future non-cancelable minimum rental payments, which are the payments under the initial 10-year term and do not include the four five-year renewal options and, with respect to National Harbor, through August 31, 2024, are as follows as of June 30, 2019 : Year ending December 31, (in thousands) 2019 $ 473,030 2020 958,894 2021 976,262 2022 912,751 2023 890,126 Thereafter 1,922,713 $ 6,133,776 |
Operating Lease Maturities | <div>Text selection found with no content.<br></div> |
Lease Cost | Other information related to the Company’s operating leases was as follows (in thousands, except for lease term and discount rate information): Supplemental balance sheet information Balance at June 30, 2019 Operating lease right-of-use assets $ 279,966 Operating lease liabilities 336,520 Weighted-average remaining lease term (years) 59 Weighted-average discount rate (%) 7 % |
Debt - (Tables)
Debt - (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Debt Disclosure [Abstract] | |
Debt | Debt consists of the following: June 30, December 31, 2019 2018 (in thousands) Senior secured credit facility: Senior secured term loan A facility $ 470,000 $ 470,000 Senior secured term loan B facility 1,789,875 1,799,125 Senior secured revolving credit facility — 550,000 $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 $750 million 5.75% senior notes, due 2027 750,000 — $350 million 4.50% senior notes, due 2028 350,000 350,000 4,909,875 4,719,125 Less: Unamortized discount and debt issuance costs (57,351 ) (52,176 ) $ 4,852,524 $ 4,666,949 |
Shareholders' Equity and Part_2
Shareholders' Equity and Partners' Capital - (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Equity [Abstract] | |
Changes in Accumulated Other Comprehensive Income | The following table summarizes the changes in accumulated other comprehensive income by component for the six months ended June 30, 2019 : Cash Flow Hedges Other Total (in thousands) Balance at December 31, 2018 $ 4,208 $ — $ 4,208 Other comprehensive income before reclassifications (42,773 ) — (42,773 ) Amounts reclassified from accumulated other comprehensive income to interest expense (3,614 ) — (3,614 ) Empire City Transaction — (195 ) (195 ) Class A share issuances — 669 669 Park MGM Transaction — (16 ) (16 ) Northfield OpCo Transaction — 2 2 Other comprehensive income (46,387 ) 460 (45,927 ) Less: Other comprehensive loss attributable to noncontrolling interest 32,023 — 32,023 Balance at June 30, 2019 $ (10,156 ) $ 460 $ (9,696 ) |
Net Income Per Class A Share -
Net Income Per Class A Share - (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
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 provides net income and the number of Class A shares used in the computations of “basic” net income per share, which utilizes the weighted-average number of Class A shares outstanding without regard to dilutive potential Class A shares, and “diluted” net income per share, which includes all such shares. 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 in the Company. Three Months Ended June 30, Six Months Ended June 30, 2019 2018 2019 2018 (in thousands, except share amounts) Numerator: Income from continuing operations $ 67,769 $ 48,059 $ 117,917 $ 106,228 Income from continuing operations attributable to noncontrolling interest (45,911 ) (34,913 ) (80,886 ) (77,252 ) Income from continuing operations attributable to Class A shares - basic and diluted 21,858 13,146 37,031 28,976 Income from discontinued operations — — 16,216 — Income from discontinued operations attributable to noncontrolling interest — — (11,434 ) — Income from discontinued operations attributable to Class A shares - basic and diluted — — 4,782 — Net income attributable to Class A shares - basic and diluted $ 21,858 $ 13,146 $ 41,813 $ 28,976 Denominator: Weighted average Class A shares outstanding (1) - basic 91,011,559 70,993,091 87,544,627 70,982,243 Effect of dilutive shares for diluted net income per Class A share (2) (3) 196,839 191,905 228,087 176,342 Weighted average Class A shares outstanding (1) - diluted 91,208,398 71,184,996 87,772,714 71,158,585 (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. (3) Diluted net income per Class A share does not assume conversion of the Operating Partnership units held by MGM as such conversion would be antidilutive. The table below provides net income and the number of Operating Partnership units used in the computations of “basic” net income per Operating Partnership unit, which utilizes the weighted-average number of Operating Partnership units outstanding without regard to dilutive potential Operating Partnership units, and “diluted” net income per Operating Partnership units, which includes all such Operating Partnership units. Three Months Ended June 30, Six Months Ended June 30, 2019 2018 2019 2018 (in thousands, except share amounts) Numerator: Income from continuing operations $ 67,769 $ 48,059 $ 117,917 $ 106,228 Income from discontinued operations — — 16,216 — Net income - basic and diluted $ 67,769 $ 48,059 $ 134,133 $ 106,228 Denominator: Weighted average Operating Partnership units outstanding (1) - basic 290,714,102 266,127,214 289,537,067 266,116,366 Effect of dilutive shares for diluted net income per Operating Partnership unit (2) 196,839 191,905 228,087 176,342 Weighted average Operating Partnership units outstanding (1) - diluted 290,910,941 266,319,119 289,765,154 266,292,708 (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) | 6 Months Ended |
Jun. 30, 2019 | |
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 provides net income and the number of Class A shares used in the computations of “basic” net income per share, which utilizes the weighted-average number of Class A shares outstanding without regard to dilutive potential Class A shares, and “diluted” net income per share, which includes all such shares. 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 in the Company. Three Months Ended June 30, Six Months Ended June 30, 2019 2018 2019 2018 (in thousands, except share amounts) Numerator: Income from continuing operations $ 67,769 $ 48,059 $ 117,917 $ 106,228 Income from continuing operations attributable to noncontrolling interest (45,911 ) (34,913 ) (80,886 ) (77,252 ) Income from continuing operations attributable to Class A shares - basic and diluted 21,858 13,146 37,031 28,976 Income from discontinued operations — — 16,216 — Income from discontinued operations attributable to noncontrolling interest — — (11,434 ) — Income from discontinued operations attributable to Class A shares - basic and diluted — — 4,782 — Net income attributable to Class A shares - basic and diluted $ 21,858 $ 13,146 $ 41,813 $ 28,976 Denominator: Weighted average Class A shares outstanding (1) - basic 91,011,559 70,993,091 87,544,627 70,982,243 Effect of dilutive shares for diluted net income per Class A share (2) (3) 196,839 191,905 228,087 176,342 Weighted average Class A shares outstanding (1) - diluted 91,208,398 71,184,996 87,772,714 71,158,585 (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. (3) Diluted net income per Class A share does not assume conversion of the Operating Partnership units held by MGM as such conversion would be antidilutive. The table below provides net income and the number of Operating Partnership units used in the computations of “basic” net income per Operating Partnership unit, which utilizes the weighted-average number of Operating Partnership units outstanding without regard to dilutive potential Operating Partnership units, and “diluted” net income per Operating Partnership units, which includes all such Operating Partnership units. Three Months Ended June 30, Six Months Ended June 30, 2019 2018 2019 2018 (in thousands, except share amounts) Numerator: Income from continuing operations $ 67,769 $ 48,059 $ 117,917 $ 106,228 Income from discontinued operations — — 16,216 — Net income - basic and diluted $ 67,769 $ 48,059 $ 134,133 $ 106,228 Denominator: Weighted average Operating Partnership units outstanding (1) - basic 290,714,102 266,127,214 289,537,067 266,116,366 Effect of dilutive shares for diluted net income per Operating Partnership unit (2) 196,839 191,905 228,087 176,342 Weighted average Operating Partnership units outstanding (1) - diluted 290,910,941 266,319,119 289,765,154 266,292,708 (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. |
Condensed Consolidating Finan_2
Condensed Consolidating Financial Information - (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Condensed Financial Information Disclosure [Abstract] | |
Consolidating Balance Sheet Information | 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 June 30, 2019 Operating Guarantor Partnership Co-Issuer Subsidiaries Eliminations Consolidated (in thousands) Real estate investments, net $ 529 $ — $ 10,975,470 $ — $ 10,975,999 Lease incentive asset — — 537,191 — 537,191 Cash and cash equivalents 53,566 — — — 53,566 Tenant and other receivables, net 106 — — — 106 Intercompany 1,406,515 — — (1,406,515 ) — Prepaid expenses and other assets 13,292 — 10,461 — 23,753 Investments in subsidiaries 9,988,144 — — (9,988,144 ) — Above market lease, asset — — 42,227 — 42,227 Operating lease right-of-use assets 510 — 279,456 — 279,966 Total assets $ 11,462,662 $ — $ 11,844,805 $ (11,394,659 ) $ 11,912,808 Debt, net 4,852,524 — — — 4,852,524 Due to MGM Resorts International and affiliates 74 — — — 74 Intercompany — — 1,406,515 (1,406,515 ) — Accounts payable, accrued expenses and other liabilities 42,076 — 269 — 42,345 Accrued interest 44,275 — — — 44,275 Dividend and distribution payable 136,671 — — — 136,671 Deferred revenue — — 84,146 — 84,146 Deferred income taxes, net — — 29,721 — 29,721 Operating lease liabilities 510 — 336,010 — 336,520 Total liabilities 5,076,130 — 1,856,661 (1,406,515 ) 5,526,276 General partner — — — — — Limited partners 6,386,532 — 9,988,144 (9,988,144 ) 6,386,532 Total partners' capital 6,386,532 — 9,988,144 (9,988,144 ) 6,386,532 Total liabilities and partners’ capital $ 11,462,662 $ — $ 11,844,805 $ (11,394,659 ) $ 11,912,808 CONSOLIDATING BALANCE SHEET INFORMATION December 31, 2018 Operating Guarantor Partnership Co-Issuer Subsidiaries Eliminations Consolidated (in thousands) Real estate investments, net $ 572 $ — $ 10,505,557 $ — $ 10,506,129 Cash and cash equivalents 3,995 — — — 3,995 Tenant and other receivables, net 26 — 7,642 — 7,668 Intercompany 841,179 — — (841,179 ) — Prepaid expenses and other assets 34,813 — — — 34,813 Investments in subsidiaries 9,790,350 — — (9,790,350 ) — Above market lease, asset — — 43,014 — 43,014 Assets held for sale — — 355,688 — 355,688 Total assets $ 10,670,935 $ — $ 10,911,901 $ (10,631,529 ) $ 10,951,307 Debt, net 4,666,949 — — — 4,666,949 Due to MGM Resorts International and affiliates 227 — — — 227 Intercompany — — 841,179 (841,179 ) — Accounts payable, accrued expenses and other liabilities 13,102 — 7,694 — 20,796 Above market lease, liability — — 46,181 — 46,181 Accrued interest 26,096 — — — 26,096 Dividend and distribution payable 119,055 — — — 119,055 Deferred revenue — — 163,926 — 163,926 Deferred income taxes, net — — 33,634 — 33,634 Liabilities related to assets held for sale — — 28,937 — 28,937 Total liabilities 4,825,429 — 1,121,551 (841,179 ) 5,105,801 General partner — — — — — Limited partners 5,845,506 — 9,790,350 (9,790,350 ) 5,845,506 Total partners' capital 5,845,506 — 9,790,350 (9,790,350 ) 5,845,506 Total liabilities and partners’ capital $ 10,670,935 $ — $ 10,911,901 $ (10,631,529 ) $ 10,951,307 |
Consolidating Statement of Operations and Comprehensive Income Information | CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME INFORMATION Three Months Ended June 30, 2019 Operating Guarantor Partnership Co-Issuer Subsidiaries Eliminations Consolidated (in thousands) Revenues Rental revenue $ — $ — $ 219,846 $ — $ 219,846 Tenant reimbursements and other — — 5,913 — 5,913 — — 225,759 — 225,759 Expenses Depreciation 22 — 79,521 — 79,543 Property transactions, net — — 310 — 310 Ground lease and other reimbursable expenses — — 5,920 — 5,920 Acquisition-related expenses 267 — — — 267 General and administrative 3,691 — — — 3,691 3,980 — 85,751 — 89,731 (3,980 ) — 140,008 — 136,028 Equity in earnings of subsidiaries 137,732 — — (137,732 ) — Other income (expense) Interest income 102 — — — 102 Interest expense (63,977 ) — — — (63,977 ) Other (363 ) — — — (363 ) (64,238 ) — — — (64,238 ) Income before income taxes 69,514 — 140,008 (137,732 ) 71,790 Provision for income taxes (1,745 ) — (2,276 ) — (4,021 ) Net income $ 67,769 $ — $ 137,732 $ (137,732 ) $ 67,769 Other comprehensive income Net income $ 67,769 $ — $ 137,732 $ (137,732 ) $ 67,769 Unrealized loss on cash flow hedges, net (30,775 ) — — — (30,775 ) Comprehensive income $ 36,994 $ — $ 137,732 $ (137,732 ) $ 36,994 CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME INFORMATION Three Months Ended June 30, 2018 Operating Guarantor Partnership Co-Issuer Subsidiaries Eliminations Consolidated (in thousands) Revenues Rental revenue $ — $ — $ 186,563 $ — $ 186,563 Tenant reimbursements and other — — 33,827 — 33,827 — — 220,390 — 220,390 Expenses Depreciation 15 — 67,459 — 67,474 Property transactions, net — — 14,426 — 14,426 Ground lease and other reimbursable expenses — — 32,907 — 32,907 Amortization of above market lease, net — — 172 — 172 Acquisition-related expenses 2,131 — — — 2,131 General and administrative 2,755 — — — 2,755 4,901 — 114,964 — 119,865 (4,901 ) — 105,426 — 100,525 Equity in earnings of subsidiaries 104,163 — — (104,163 ) — Other income (expense) Interest income 1,278 — — — 1,278 Interest expense (49,276 ) — — — (49,276 ) Other (3,205 ) — — — (3,205 ) (51,203 ) — — — (51,203 ) Income before income taxes 48,059 — 105,426 (104,163 ) 49,322 Provision for income taxes — — (1,263 ) — (1,263 ) Net income $ 48,059 $ — $ 104,163 $ (104,163 ) $ 48,059 Other comprehensive income Net income $ 48,059 $ — $ 104,163 $ (104,163 ) $ 48,059 Unrealized gain on cash flow hedges, net 6,281 — — — 6,281 Comprehensive income $ 54,340 $ — $ 104,163 $ (104,163 ) $ 54,340 CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME INFORMATION Six Months Ended June 30, 2019 Operating Guarantor Partnership Co-Issuer Subsidiaries Eliminations Consolidated (in thousands) Revenues Rental revenue $ — $ — $ 416,728 $ — $ 416,728 Tenant reimbursements and other — — 12,454 — 12,454 — — 429,182 — 429,182 Expenses Depreciation 43 — 151,062 — 151,105 Property transactions, net — — 1,423 — 1,423 Ground lease and other reimbursable expenses — — 11,840 — 11,840 Acquisition-related expenses 8,799 — — — 8,799 General and administrative 7,829 — — — 7,829 16,671 — 164,325 — 180,996 (16,671 ) — 264,857 — 248,186 Equity in earnings of subsidiaries 273,409 — — (273,409 ) — Other income (expense) Interest income 7,565 — — (5,617 ) 1,948 Interest expense (127,925 ) — (5,617 ) 5,617 (127,925 ) Other (500 ) — — — (500 ) (120,860 ) — (5,617 ) — (126,477 ) Income from continuing operations before income taxes 135,878 — 259,240 (273,409 ) 121,709 Provision for income taxes (1,745 ) — (2,047 ) — (3,792 ) Income from continuing operations, net of tax 134,133 — 257,193 (273,409 ) 117,917 Income from discontinued operations, net of tax — — 16,216 — 16,216 Net income $ 134,133 $ — $ 273,409 $ (273,409 ) $ 134,133 Other comprehensive income Net income $ 134,133 $ — $ 273,409 $ (273,409 ) $ 134,133 Unrealized loss on cash flow hedges, net (46,387 ) — — — (46,387 ) Comprehensive income $ 87,746 $ — $ 273,409 $ (273,409 ) $ 87,746 CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME INFORMATION Six Months Ended June 30, 2018 Operating Guarantor Partnership Co-Issuer Subsidiaries Eliminations Consolidated (in thousands) Revenues Rental revenue $ — $ — $ 373,126 $ — $ 373,126 Tenant reimbursements and other — — 63,103 — 63,103 — — 436,229 — 436,229 Expenses Depreciation 42 — 136,423 — 136,465 Property transactions, net — — 18,512 — 18,512 Ground lease and other reimbursable expenses — — 61,267 — 61,267 Amortization of above market lease, net — — 343 — 343 Acquisition-related expenses 2,672 — — — 2,672 General and administrative 6,663 — — — 6,663 9,377 — 216,545 — 225,922 (9,377 ) — 219,684 — 210,307 Equity in earnings of subsidiaries 217,190 — — (217,190 ) — Other income (expense) Interest income 2,310 — — — 2,310 Interest expense (98,506 ) — — — (98,506 ) Other (5,389 ) — — — (5,389 ) (101,585 ) — — — (101,585 ) Income before income taxes 106,228 — 219,684 (217,190 ) 108,722 Provision for income taxes — — (2,494 ) — (2,494 ) Net income $ 106,228 $ — $ 217,190 $ (217,190 ) $ 106,228 Other comprehensive income Net income $ 106,228 $ — $ 217,190 $ (217,190 ) $ 106,228 Unrealized gain on cash flow hedges, net 22,636 — — — 22,636 Comprehensive income $ 128,864 $ — $ 217,190 $ (217,190 ) $ 128,864 |
Consolidating Statement of Cash Flows Information | CONSOLIDATING STATEMENT OF CASH FLOWS INFORMATION Six Months Ended June 30, 2019 Operating Guarantor Partnership Co-Issuer Subsidiaries Eliminations Consolidated (in thousands) Cash flows from operating activities Net cash provided by (used in) operating activities $ (685,188 ) $ — $ 441,198 $ — $ (243,990 ) Cash flows from investing activities Proceeds from Northfield OpCo Transaction 3,779 — — — 3,779 Net cash provided by (used in) investing activities - continuing operations 3,779 — — — 3,779 Cash flows from financing activities Net repayments under bank credit facility (559,250 ) — — — (559,250 ) Proceeds from issuance of debt 750,000 — — — 750,000 Deferred financing costs (9,983 ) — — — (9,983 ) Repayment of assumed bridge facility (245,950 ) — — — (245,950 ) Issuance of Operating Partnership units 613,299 — — — 613,299 Distributions paid (258,334 ) — — — (258,334 ) Cash received by Parent on behalf of Guarantor Subsidiaries, net 441,198 — (441,198 ) — — Net cash provided by (used in) financing activities 730,980 — (441,198 ) — 289,782 Cash flows from discontinued operations, net Cash flows provided by operating activities, net — — 15,591 — 15,591 Cash flows used in investing activities, net — — (12 ) — (12 ) Cash flows used in financing activities, net — — (37,900 ) — (37,900 ) Net cash used in discontinued operations — — (22,321 ) — (22,321 ) Change in cash and cash equivalents classified as assets held for sale — — (22,321 ) — (22,321 ) Cash and cash equivalents Net increase for the period 49,571 — — — 49,571 Balance, beginning of period 3,995 — — — 3,995 Balance, end of period $ 53,566 $ — $ — $ — $ 53,566 CONSOLIDATING STATEMENT OF CASH FLOWS INFORMATION Six Months Ended June 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 $ (97,428 ) $ — $ 381,761 $ — $ 284,333 Cash flows from investing activities Capital expenditures for property and equipment (190 ) — — — (190 ) Net cash used in investing activities (190 ) — — — (190 ) Cash flows from financing activities Deferred financing costs (17,490 ) — — — (17,490 ) Repayment of debt principal (13,000 ) — — — (13,000 ) Distributions paid (223,466 ) — — — (223,466 ) Cash received by Parent on behalf of Guarantor Subsidiaries 381,761 — (381,761 ) — — Net cash provided by (used in) financing activities 127,805 — (381,761 ) — (253,956 ) Cash flows from discontinued operations, net Cash flows provided by operating activities, net — — — — — Cash flows used in investing activities, net — — — — — Cash flows used in financing activities, net — — — — — Net cash used in discontinued operations — — — — — Change in cash and cash equivalents classified as assets held for sale — — — — — Cash and cash equivalents Net increase for the period 30,187 — — — 30,187 Balance, beginning of period 259,722 — — — 259,722 Balance, end of period $ 289,909 $ — $ — $ — $ 289,909 |
Business - Narrative (Details)
Business - Narrative (Details) - USD ($) $ in Millions | Apr. 01, 2019 | Mar. 07, 2019 | Jan. 29, 2019 | Jul. 06, 2018 | Jun. 30, 2019 | Apr. 02, 2019 | Mar. 30, 2019 | Jan. 09, 2019 | Dec. 31, 2018 |
Business And Organization [Line Items] | |||||||||
Ownership percentage acquired ( as a percent ) | 31.70% | ||||||||
Rent payments due under master lease | $ 946.1 | $ 770.3 | |||||||
Empire City | |||||||||
Business And Organization [Line Items] | |||||||||
Business Acquisition, Transaction Costs | $ 634.4 | ||||||||
Rent payments due under master lease | $ 50 | ||||||||
Park MGM Lease Transaction | |||||||||
Business And Organization [Line Items] | |||||||||
Business Acquisition, Transaction Costs | $ 637.5 | ||||||||
Business Combination, Consideration Transferred, Other | 605.6 | ||||||||
Rent payments due under master lease | $ 50 | ||||||||
Northfield | |||||||||
Business And Organization [Line Items] | |||||||||
Business Acquisition, Transaction Costs | $ 305.2 | $ 1,100 | |||||||
Rent payments due under master lease | $ 60 | ||||||||
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) | 199.7 | ||||||||
Increase in ownership interest in operating partnership ( as a percent ) | 68.30% | ||||||||
MGP Operating Partnership | |||||||||
Business And Organization [Line Items] | |||||||||
Operating Partnership units outstanding (in shares) | 292,341,429 | 266,045,289 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies - Narrative (Details) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019USD ($) | Jun. 30, 2019USD ($)extension | Jan. 01, 2019USD ($) | Dec. 31, 2018USD ($) | |
Summary Of Significant Accounting Policies [Line Items] | ||||
Treasury yield term | 10 years | |||
Percentage points used in calculation for additional rent ( as a percent ) | 6.00% | |||
Non-normal tenant improvements | $ 48,400,000 | $ 48,400,000 | ||
Number of lease extension options | extension | 4 | |||
Effective tax rate | 5.60% | 3.10% | ||
Operating lease right-of-use assets | $ 279,966,000 | $ 279,966,000 | $ 279,900,000 | $ 0 |
Operating lease liabilities | $ 336,520,000 | $ 336,520,000 | $ 333,500,000 | 0 |
Master Lease | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Initial lease term ( In years ) | 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 | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Operating lease right-of-use assets | $ 279,966,000 | 279,966,000 | 0 | |
Operating lease liabilities | 336,520,000 | 336,520,000 | $ 0 | |
MGP Operating Partnership | Variable Interest Entity | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Maximum exposure to loss, assets | 11,800,000,000 | 11,800,000,000 | ||
Maximum exposure to loss, liabilities | $ 450,100,000 | $ 450,100,000 |
Acquisitions and dispositions_2
Acquisitions and dispositions - Narrative (Details) - USD ($) $ in Thousands | Apr. 01, 2019 | Jan. 29, 2019 | Jul. 06, 2018 | Jun. 30, 2019 | Jun. 30, 2018 |
Business Acquisition [Line Items] | |||||
Business Combination, Contingent Consideration Arrangements, Change in Amount of Contingent Consideration, Liability | $ 9,400 | ||||
Amounts drawn on debt instruments during period | $ 750,000 | $ 0 | |||
Empire City | |||||
Business Acquisition [Line Items] | |||||
Liabilities incurred | $ 246,000 | ||||
Partnership Interest ( in units ) | 12,900,000 | ||||
Business Combination, Consideration Transferred Carryover Value | $ 625,000 | ||||
Purchase price | $ 634,400 | ||||
Northfield | |||||
Business Acquisition [Line Items] | |||||
Business Combination, Consideration Transferred Carryover Value | $ 292,300 | ||||
Membership interest acquired ( as a percent ) | 100.00% | ||||
Purchase price | $ 305,200 | $ 1,100,000 |
Acquisitions and dispositions_3
Acquisitions and dispositions - Assets held-for-sale (Details) - Held-for-sale - Northfield OpCo $ in Thousands | Dec. 31, 2018USD ($) |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |
Property and equipment, used in operations, net | $ 20,391 |
Cash and cash equivalents | 55,822 |
Tenant and other receivables, net | 7,322 |
Prepaid expenses and other assets | 3,024 |
Goodwill | 17,915 |
Other intangible assets, net | 251,214 |
Assets held for sale | 355,688 |
Due to MGM Resorts International and affiliates | 80 |
Accounts payable, accrued expenses and other liabilities | 28,806 |
Deferred revenue | 51 |
Liabilities related to assets held for sale | $ 28,937 |
Acquisitions and dispositions_4
Acquisitions and dispositions - Results of discontinued operations (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2018 | |
Business Combinations [Abstract] | ||
Total revenues | $ 67,841 | |
Total expenses | (48,735) | |
Income from discontinued operations before income taxes | 19,106 | |
Provision for income taxes | (2,890) | |
Income from discontinued operations, net of tax | 16,216 | $ 0 |
Less: Income attributable to noncontrolling interests - discontinued operations | (11,434) | |
Income from discontinued operations attributable to Class A shareholders | $ 4,782 |
Real Estate Investments - Narra
Real Estate Investments - Narrative (Details) - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 31, 2018 |
Real Estate Properties [Line Items] | ||
Real estate investments, gross | $ 13,940,467 | $ 13,318,334 |
Less: Accumulated depreciation | (2,964,468) | (2,812,205) |
Real estate investments, net | 10,975,999 | 10,506,129 |
Land | ||
Real Estate Properties [Line Items] | ||
Real estate investments, gross | 4,631,013 | 4,536,013 |
Buildings, building improvements, land improvements and integral equipment | ||
Real Estate Properties [Line Items] | ||
Real estate investments, gross | $ 9,309,454 | $ 8,782,321 |
Leases - Narrative (Details)
Leases - Narrative (Details) $ in Thousands | Apr. 01, 2019USD ($) | Mar. 07, 2019USD ($) | Jan. 29, 2019USD ($) | Jul. 06, 2018USD ($) | Jun. 30, 2019USD ($) | Jun. 30, 2018USD ($) | Jun. 30, 2019USD ($)extension | Jun. 30, 2018USD ($) | Apr. 02, 2019USD ($) | Mar. 30, 2019USD ($) | Jan. 09, 2019USD ($) |
Leases [Line Items] | |||||||||||
Number of lease extension options | extension | 4 | ||||||||||
Rent payments due under master lease | $ 946,100 | $ 770,300 | |||||||||
Lessor, operating lease, payments to be received in year three | $ 976,262 | $ 976,262 | |||||||||
Lessor, operating lease, payments to be received in year four | 912,751 | 912,751 | |||||||||
Revenues | 225,759 | $ 220,390 | 429,182 | $ 436,229 | |||||||
Operating lease cost | 6,000 | 11,900 | |||||||||
Rental Properties | |||||||||||
Leases [Line Items] | |||||||||||
Revenues | 219,846 | 186,563 | 416,728 | 373,126 | |||||||
Tenant Reimbursements | |||||||||||
Leases [Line Items] | |||||||||||
Operating Leases, Income Statement, Lease Revenue | 5,900 | 33,800 | 12,500 | 63,100 | |||||||
Revenues | $ 5,913 | 33,827 | $ 12,454 | 63,103 | |||||||
Master Lease | |||||||||||
Leases [Line Items] | |||||||||||
Initial lease term ( In years ) | 10 years | 10 years | |||||||||
Lease extension term | 5 years | 5 years | |||||||||
Operating Leases, Income Statement, Lease Revenue | $ 219,800 | $ 186,600 | $ 416,700 | $ 373,100 | |||||||
Master Lease Base Rent | |||||||||||
Leases [Line Items] | |||||||||||
Annual contractual rent growth rate ( as a percent ) | 2.00% | ||||||||||
Empire City | |||||||||||
Leases [Line Items] | |||||||||||
Business Acquisition, Transaction Costs | $ 634,400 | ||||||||||
Rent payments due under master lease | $ 50,000 | ||||||||||
Park MGM Lease Transaction | |||||||||||
Leases [Line Items] | |||||||||||
Business Acquisition, Transaction Costs | $ 637,500 | ||||||||||
Business Combination, Consideration Transferred, Other | 605,600 | ||||||||||
Rent payments due under master lease | 50,000 | ||||||||||
Park MGM Lease Transaction | Tenant Reimbursements | |||||||||||
Leases [Line Items] | |||||||||||
Operating Leases, Income Statement, Lease Revenue | 94,000 | ||||||||||
Northfield | |||||||||||
Leases [Line Items] | |||||||||||
Business Acquisition, Transaction Costs | $ 305,200 | $ 1,100,000 | |||||||||
Rent payments due under master lease | 60,000 | ||||||||||
Northfield OpCo | |||||||||||
Leases [Line Items] | |||||||||||
Rent payments due under master lease | 60,000 | ||||||||||
Operating Partnership Units [Member] | |||||||||||
Leases [Line Items] | |||||||||||
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable | $ 2,100 | ||||||||||
Operating Partnership Units [Member] | Park MGM Lease Transaction | |||||||||||
Leases [Line Items] | |||||||||||
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable | $ 1,000 | ||||||||||
Operating Partnership Units [Member] | Northfield | |||||||||||
Leases [Line Items] | |||||||||||
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable | $ 9,400 |
Leases - Operating Lease Minimu
Leases - Operating Lease Minimum Rental Payments (Details) $ in Thousands | Jun. 30, 2019USD ($) |
Leases [Abstract] | |
2019 | $ 473,030 |
2020 | 958,894 |
2021 | 976,262 |
2022 | 912,751 |
2023 | 890,126 |
Thereafter | 1,922,713 |
Total | $ 6,133,776 |
Leases - Lease Cost (Details)
Leases - Lease Cost (Details) - USD ($) $ in Thousands | 6 Months Ended | ||
Jun. 30, 2019 | Jan. 01, 2019 | Dec. 31, 2018 | |
Leases [Abstract] | |||
Operating lease right-of-use assets | $ 279,966 | ||
Operating lease liabilities | $ 336,520 | $ 333,500 | $ 0 |
Weighted-average remaining lease term (years) | 59 years | ||
Weighted-average discount rate (%) | 7.00% |
Leases - Operating Lease Maturi
Leases - Operating Lease Maturities (Details) - USD ($) $ in Thousands | Jun. 30, 2019 | Jan. 01, 2019 | Dec. 31, 2018 |
Leases [Abstract] | |||
2019 (excluding the six months ended June 30, 2019) | $ 10,621 | ||
2020 | 21,113 | ||
2021 | 24,996 | ||
2022 | 25,015 | ||
2023 | 24,875 | ||
Thereafter | 1,357,650 | ||
Total future minimum lease payments | 1,464,270 | ||
Less: Amount of lease payments representing interest | (1,127,750) | ||
Operating lease liabilities | $ 336,520 | $ 333,500 | $ 0 |
- Debt (Details)
- Debt (Details) - USD ($) | Jun. 30, 2019 | Jan. 31, 2019 | Dec. 31, 2018 |
Debt Instrument [Line Items] | |||
Long-term debt | $ 4,909,875,000 | $ 4,719,125,000 | |
Less: Unamortized discount and debt issuance costs | (57,351,000) | (52,176,000) | |
Long-term debt, net | 4,852,524,000 | 4,666,949,000 | |
Senior secured term loan A facility | Term Loan | |||
Debt Instrument [Line Items] | |||
Principal amount | 470,000,000 | ||
Senior secured term loan | $ 470,000,000 | 470,000,000 | |
Interest rate | 4.15% | ||
Senior secured term loan B facility | Term Loan | |||
Debt Instrument [Line Items] | |||
Principal amount | $ 1,800,000,000 | ||
Senior secured term loan | 1,789,875,000 | 1,799,125,000 | |
Senior secured revolving credit facility | Revolving Credit Facility | |||
Debt Instrument [Line Items] | |||
Credit facility | $ 0 | 550,000,000 | |
Interest rate | 4.40% | ||
5.625% Senior Notes Due 2024 [Member] | 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% | ||
5.75% senior notes due 2027 | Senior Notes | |||
Debt Instrument [Line Items] | |||
Principal amount | $ 750,000,000 | ||
Senior notes | $ 750,000,000 | 0 | |
Interest rate | 5.75% | ||
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% | ||
Operating Partnership Senior Notes | 5.75% senior notes due 2027 | |||
Debt Instrument [Line Items] | |||
Senior notes | $ 750,000,000 | ||
Interest rate | 5.75% |
Debt - Narrative (Details)
Debt - Narrative (Details) - USD ($) | Jan. 29, 2019 | Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Jan. 31, 2019 | Dec. 31, 2018 |
Debt Instrument [Line Items] | |||||||
Estimated fair value of long-term debt | $ 5,000,000,000 | $ 5,000,000,000 | $ 4,500,000,000 | ||||
Amortization of deferred financing costs | 3,200,000 | $ 3,100,000 | 6,400,000 | $ 6,100,000 | |||
Term Loan | Senior Secured Term Loan A Facility | |||||||
Debt Instrument [Line Items] | |||||||
Principal amount under term loan facility | $ 470,000,000 | $ 470,000,000 | |||||
Interest rate | 4.15% | 4.15% | |||||
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 | 4,600,000 | 9,300,000 | |||||
Revolving Credit Facility | Senior Secured Revolving Credit Facility | |||||||
Debt Instrument [Line Items] | |||||||
Borrowing capacity under credit facility | $ 1,400,000,000 | $ 1,400,000,000 | |||||
Interest rate | 4.40% | 4.40% | |||||
Amounts drawn on credit facility | $ 0 | $ 0 | $ 550,000,000 | ||||
Empire City | |||||||
Debt Instrument [Line Items] | |||||||
Liabilities incurred | $ 246,000,000 | ||||||
Operating Partnership Senior Notes | 5.75% senior notes due 2027 | |||||||
Debt Instrument [Line Items] | |||||||
Interest rate | 5.75% | ||||||
Senior notes | $ 750,000,000 |
Derivatives and Hedging Activ_2
Derivatives and Hedging Activities - Narrative (Details) - USD ($) $ in Millions | Jun. 30, 2019 | Dec. 31, 2018 |
Interest Rate Swaps | ||
Derivative [Line Items] | ||
Weighted average fixed rate ( as a percent ) | 1.844% | 2.735% |
Exchange rate floor (as a percent) | 0 | |
Notional amount | $ 1,200 | |
Fair value of derivative instruments | $ 400 | |
Derivative liability | $ 31.8 | 5.6 |
Interest Rate Derivatives, at Fair Value, Net | 14.9 | |
Interest Rate Swaps | Designated as Hedging Instrument | ||
Derivative [Line Items] | ||
Fair value of derivative instruments | $ 20.5 | |
2021 [Member] | ||
Derivative [Line Items] | ||
Weighted average fixed rate ( as a percent ) | 1.801% | |
Exchange rate floor (as a percent) | 0 | |
Notional amount | $ 900 |
Shareholders' Equity and Part_3
Shareholders' Equity and Partners' Capital - Narrative (Details) - USD ($) $ / shares in Units, $ in Millions | Jul. 15, 2019 | Apr. 01, 2019 | Mar. 07, 2019 | Jan. 31, 2019 | Jun. 30, 2019 | Jun. 29, 2019 | Apr. 30, 2019 | Apr. 02, 2019 | Mar. 06, 2019 | Jan. 30, 2019 | Jan. 29, 2019 | Jan. 28, 2019 |
Class A Shares | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Sale of Stock, Number of Shares Issued in Transaction ( in shares ) | 2,100,000 | |||||||||||
Sale of Stock, Consideration Received on Transaction | $ 64.9 | |||||||||||
Common Stock, Value, Subscriptions | $ 300 | |||||||||||
Public Stock Offering | Class A Shares | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Sale of Stock, Number of Shares Issued in Transaction ( in shares ) | 19,600,000 | |||||||||||
Sale of Stock, Consideration Received on Transaction | $ 548.4 | |||||||||||
Equity Method Investment, Ownership Percentage | 30.30% | 25.40% | ||||||||||
Over-Allotment Option | Class A Shares | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Sale of Stock, Number of Shares Issued in Transaction ( in shares ) | 2,600,000 | |||||||||||
Empire City | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Partnership Interest ( in units ) | 12,900,000 | |||||||||||
Equity Method Investment, Ownership Percentage | 25.40% | 26.70% | ||||||||||
Park MGM Lease Transaction | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Equity Method Investment, Ownership Percentage | 30.20% | 30.30% | ||||||||||
Northfield | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Equity Method Investment, Ownership Percentage | 30.20% | 31.70% | 31.20% | 31.20% | ||||||||
Subsequent Event | Class A Shares | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Dividends | $ 0.4675 | |||||||||||
Common Stock, Dividends, Per Share, Cash Received | $ 0.4675 | |||||||||||
Operating Partnership Units | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable | $ 2.1 | |||||||||||
Operating Partnership Units | Park MGM Lease Transaction | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable | $ 1 | |||||||||||
Operating Partnership Units | Northfield | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable | $ 9.4 |
Shareholders' Equity and Part_4
Shareholders' Equity and Partners' Capital - Changes in Accumulated Other Comprehensive Income (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Jun. 30, 2019 | Mar. 31, 2019 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Balance | $ 6,716,917 | $ 5,845,506 |
Balance | 6,386,532 | 6,716,917 |
AOCI Attributable to Parent | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Balance | 54 | 4,208 |
Balance | (9,696) | 54 |
MGP Operating Partnership | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Issuance of Operating Partnership units | 548,391 | |
MGP Operating Partnership | Limited Partners | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Issuance of Operating Partnership units | 548,391 | |
Empire City | MGP Operating Partnership | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Acquisitions | 379,050 | |
Empire City | MGP Operating Partnership | Limited Partners | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Acquisitions | 379,050 | |
Park MGM Lease Transaction | MGP Operating Partnership | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Acquisitions | 31,875 | |
Park MGM Lease Transaction | MGP Operating Partnership | Limited Partners | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Acquisitions | 31,875 | |
Other Comprehensive Income (Loss) | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Balance | 4,208 | |
Other comprehensive income before reclassifications | (42,773) | |
Amounts reclassified from accumulated other comprehensive income to interest expense | (3,614) | |
Less: Other comprehensive income | (45,927) | |
Balance | (9,696) | |
Other Comprehensive Income (Loss) | AOCI Attributable to Parent | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Balance | $ 4,208 | |
Balance | (10,156) | |
Other Comprehensive Income (Loss) | Accumulated Net Gain (Loss) from Cash Flow Hedges Including Portion Attributable to Noncontrolling Interest | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Other comprehensive income before reclassifications | (42,773) | |
Amounts reclassified from accumulated other comprehensive income to interest expense | (3,614) | |
Less: Other comprehensive income | (46,387) | |
Other Comprehensive Income (Loss) | AOCI Attributable to Noncontrolling Interest | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Less: Other comprehensive income | 32,023 | |
Other Comprehensive Income (Loss) | Limited Partners | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Less: Other comprehensive income | 460 | |
Balance | 460 | |
Other Comprehensive Income (Loss) | MGP Operating Partnership | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Issuance of Operating Partnership units | 669 | |
Other Comprehensive Income (Loss) | MGP Operating Partnership | Limited Partners | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Issuance of Operating Partnership units | 669 | |
Other Comprehensive Income (Loss) | Empire City | MGP Operating Partnership | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Acquisitions | (195) | |
Other Comprehensive Income (Loss) | Empire City | MGP Operating Partnership | Limited Partners | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Acquisitions | (195) | |
Other Comprehensive Income (Loss) | Park MGM Lease Transaction | MGP Operating Partnership | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Acquisitions | (16) | |
Other Comprehensive Income (Loss) | Park MGM Lease Transaction | MGP Operating Partnership | Limited Partners | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Acquisitions | (16) | |
Other Comprehensive Income (Loss) | Northfield OpCo | MGP Operating Partnership | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Acquisitions | 2 | |
Other Comprehensive Income (Loss) | Northfield OpCo | MGP Operating Partnership | Limited Partners | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Acquisitions | $ 2 |
Net Income Per Class A Share _2
Net Income Per Class A Share - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2019 | Mar. 31, 2019 | Jun. 30, 2018 | Mar. 31, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Numerator: | ||||||
Income from continuing operations | $ 67,769 | $ 48,059 | $ 117,917 | $ 106,228 | ||
Net income | 67,769 | $ 66,364 | 48,059 | $ 58,169 | 134,133 | 106,228 |
Income from continuing operations attributable to noncontrolling interest | (45,911) | (34,913) | (80,886) | (77,252) | ||
Income from continuing operations attributable to Class A shares - basic and diluted | 21,858 | 13,146 | 37,031 | 28,976 | ||
Income from discontinued operations | 0 | 0 | 16,216 | 0 | ||
Income from discontinued operations attributable to noncontrolling interest | 0 | 0 | (11,434) | 0 | ||
Income from discontinued operations attributable to Class A shares - basic and diluted | 0 | 0 | 4,782 | 0 | ||
Net income attributable to Class A shares - basic and diluted | $ 21,858 | $ 13,146 | $ 41,813 | $ 28,976 | ||
Denominator: | ||||||
Basic weighted average Class A shares outstanding (in shares) | 91,011,559 | 70,993,091 | 87,544,627 | 70,982,243 | ||
Effect of dilutive shares for diluted net income per Class A share (in shares) | 196,839 | 191,905 | 228,087 | 176,342 | ||
Weighted average shares for diluted net income per Class A share (in shares) | 91,208,398 | 71,184,996 | 87,772,714 | 71,158,585 |
Net Income Per Operating Part_3
Net Income Per Operating Partnership Unit - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2019 | Mar. 31, 2019 | Jun. 30, 2018 | Mar. 31, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Numerator: | ||||||
Net income | $ 67,769 | $ 48,059 | $ 117,917 | $ 106,228 | ||
Income from discontinued operations | 0 | 0 | 16,216 | 0 | ||
Net income - basic and diluted | $ 67,769 | $ 66,364 | $ 48,059 | $ 58,169 | $ 134,133 | $ 106,228 |
Denominator: | ||||||
Effect of dilutive shares for diluted net income per Operating Partnership unit (in shares) | 196,839 | 191,905 | 228,087 | 176,342 | ||
MGP Operating Partnership | ||||||
Numerator: | ||||||
Net income | $ 67,769 | $ 48,059 | $ 117,917 | $ 106,228 | ||
Income from discontinued operations | 0 | 0 | 16,216 | 0 | ||
Net income - basic and diluted | $ 67,769 | $ 66,364 | $ 48,059 | $ 58,169 | $ 134,133 | $ 106,228 |
Denominator: | ||||||
Weighted average Operating Partnership units outstanding - basic (in shares) | 290,714,102 | 266,127,214 | 289,537,067 | 266,116,366 | ||
Effect of dilutive shares for diluted net income per Operating Partnership unit (in shares) | 196,839 | 191,905 | 228,087 | 176,342 | ||
Weighted average Operating Partnership units outstanding - diluted (in shares) | 290,910,941 | 266,319,119 | 289,765,154 | 266,292,708 |
Condensed Consolidating Finan_3
Condensed Consolidating Financial Information - Consolidating Balance Sheet Information (Details) - USD ($) $ in Thousands | Jun. 30, 2019 | Mar. 31, 2019 | Jan. 01, 2019 | Dec. 31, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 |
Condensed Balance Sheet Statements, Captions [Line Items] | |||||||
Real estate investments, net | $ 10,975,999 | $ 10,506,129 | |||||
Cash and cash equivalents | 53,566 | ||||||
Tenant and other receivables, net | 106 | 7,668 | |||||
Prepaid expenses and other assets | 23,753 | 34,813 | |||||
Above market lease, asset | 42,227 | 43,014 | |||||
Lease incentive asset | 537,191 | 0 | |||||
Operating lease right-of-use assets | 279,966 | $ 279,900 | 0 | ||||
Total assets | 11,912,808 | 10,951,307 | |||||
Debt, net | 4,852,524 | 4,666,949 | |||||
Due to MGM Resorts International and affiliates | 74 | 227 | |||||
Accounts payable, accrued expenses and other liabilities | 42,345 | 20,796 | |||||
Above market lease, liability | 0 | 46,181 | |||||
Accrued interest | 44,275 | 26,096 | |||||
Dividend and distribution payable | 136,671 | 119,055 | |||||
Deferred revenue | 84,146 | 163,926 | |||||
Deferred income taxes, net | 29,721 | 33,634 | |||||
Operating lease liabilities | 336,520 | $ 333,500 | 0 | ||||
Total liabilities | 5,526,276 | 5,105,801 | |||||
Total liabilities and shareholders’ equity | 11,912,808 | 10,951,307 | |||||
MGP Operating Partnership | |||||||
Condensed Balance Sheet Statements, Captions [Line Items] | |||||||
Real estate investments, net | 10,975,999 | 10,506,129 | |||||
Cash and cash equivalents | 53,566 | 3,995 | $ 289,909 | $ 259,722 | |||
Tenant and other receivables, net | 106 | 7,668 | |||||
Intercompany | 0 | 0 | |||||
Prepaid expenses and other assets | 23,753 | 34,813 | |||||
Investments in subsidiaries | 0 | 0 | |||||
Above market lease, asset | 42,227 | 43,014 | |||||
Assets held for sale | 0 | 355,688 | |||||
Lease incentive asset | 537,191 | 0 | |||||
Operating lease right-of-use assets | 279,966 | 0 | |||||
Total assets | 11,912,808 | 10,951,307 | |||||
Debt, net | 4,852,524 | 4,666,949 | |||||
Due to MGM Resorts International and affiliates | 74 | 227 | |||||
Intercompany | 0 | 0 | |||||
Accounts payable, accrued expenses and other liabilities | 42,345 | 20,796 | |||||
Above market lease, liability | 0 | 46,181 | |||||
Accrued interest | 44,275 | 26,096 | |||||
Dividend and distribution payable | 136,671 | 119,055 | |||||
Deferred revenue | 84,146 | 163,926 | |||||
Deferred income taxes, net | 29,721 | 33,634 | |||||
Liabilities related to assets held for sale | 28,937 | ||||||
Operating lease liabilities | 336,520 | 0 | |||||
Total liabilities | 5,526,276 | 5,105,801 | |||||
General partner | 0 | 0 | |||||
Limited partners | 6,386,532 | 5,845,506 | |||||
Total partners' capital | 6,386,532 | $ 6,716,917 | 5,845,506 | 5,974,303 | $ 6,032,546 | 6,067,739 | |
Total liabilities and shareholders’ equity | 11,912,808 | 10,951,307 | |||||
MGP Operating Partnership | Eliminations | |||||||
Condensed Balance Sheet Statements, Captions [Line Items] | |||||||
Real estate investments, net | 0 | 0 | |||||
Cash and cash equivalents | 0 | 0 | 0 | 0 | |||
Tenant and other receivables, net | 0 | 0 | |||||
Intercompany | (1,406,515) | (841,179) | |||||
Prepaid expenses and other assets | 0 | 0 | |||||
Investments in subsidiaries | (9,988,144) | (9,790,350) | |||||
Above market lease, asset | 0 | 0 | |||||
Assets held for sale | 0 | ||||||
Lease incentive asset | 0 | ||||||
Operating lease right-of-use assets | 0 | ||||||
Total assets | (11,394,659) | (10,631,529) | |||||
Debt, net | 0 | 0 | |||||
Due to MGM Resorts International and affiliates | 0 | 0 | |||||
Intercompany | (1,406,515) | (841,179) | |||||
Accounts payable, accrued expenses and other liabilities | 0 | 0 | |||||
Above market lease, liability | 0 | ||||||
Accrued interest | 0 | 0 | |||||
Dividend and distribution payable | 0 | 0 | |||||
Deferred revenue | 0 | 0 | |||||
Deferred income taxes, net | 0 | 0 | |||||
Liabilities related to assets held for sale | 0 | ||||||
Operating lease liabilities | 0 | ||||||
Total liabilities | (1,406,515) | (841,179) | |||||
General partner | 0 | 0 | |||||
Limited partners | (9,988,144) | (9,790,350) | |||||
Total partners' capital | (9,988,144) | (9,790,350) | |||||
Total liabilities and shareholders’ equity | (11,394,659) | (10,631,529) | |||||
MGP Operating Partnership | Operating Partnership | Reportable Legal Entities | |||||||
Condensed Balance Sheet Statements, Captions [Line Items] | |||||||
Real estate investments, net | 529 | 572 | |||||
Cash and cash equivalents | 53,566 | 3,995 | 289,909 | 259,722 | |||
Tenant and other receivables, net | 106 | 26 | |||||
Intercompany | 1,406,515 | 841,179 | |||||
Prepaid expenses and other assets | 13,292 | 34,813 | |||||
Investments in subsidiaries | 9,988,144 | 9,790,350 | |||||
Above market lease, asset | 0 | 0 | |||||
Assets held for sale | 0 | ||||||
Lease incentive asset | 0 | ||||||
Operating lease right-of-use assets | 510 | ||||||
Total assets | 11,462,662 | 10,670,935 | |||||
Debt, net | 4,852,524 | 4,666,949 | |||||
Due to MGM Resorts International and affiliates | 74 | 227 | |||||
Intercompany | 0 | 0 | |||||
Accounts payable, accrued expenses and other liabilities | 42,076 | 13,102 | |||||
Above market lease, liability | 0 | ||||||
Accrued interest | 44,275 | 26,096 | |||||
Dividend and distribution payable | 136,671 | 119,055 | |||||
Deferred revenue | 0 | 0 | |||||
Deferred income taxes, net | 0 | 0 | |||||
Liabilities related to assets held for sale | 0 | ||||||
Operating lease liabilities | 510 | ||||||
Total liabilities | 5,076,130 | 4,825,429 | |||||
General partner | 0 | 0 | |||||
Limited partners | 6,386,532 | 5,845,506 | |||||
Total partners' capital | 6,386,532 | 5,845,506 | |||||
Total liabilities and shareholders’ equity | 11,462,662 | 10,670,935 | |||||
MGP Operating Partnership | Co-Issuer | Reportable Legal Entities | |||||||
Condensed Balance Sheet Statements, Captions [Line Items] | |||||||
Real estate investments, net | 0 | 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 | |||||
Assets held for sale | 0 | ||||||
Lease incentive asset | 0 | ||||||
Operating lease right-of-use assets | 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 | ||||||
Accrued interest | 0 | 0 | |||||
Dividend and distribution payable | 0 | 0 | |||||
Deferred revenue | 0 | 0 | |||||
Deferred income taxes, net | 0 | 0 | |||||
Liabilities related to assets held for sale | 0 | ||||||
Operating lease liabilities | 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 | 10,975,470 | 10,505,557 | |||||
Cash and cash equivalents | 0 | 0 | $ 0 | $ 0 | |||
Tenant and other receivables, net | 0 | 7,642 | |||||
Intercompany | 0 | 0 | |||||
Prepaid expenses and other assets | 10,461 | 0 | |||||
Investments in subsidiaries | 0 | 0 | |||||
Above market lease, asset | 42,227 | 43,014 | |||||
Assets held for sale | 355,688 | ||||||
Lease incentive asset | 537,191 | ||||||
Operating lease right-of-use assets | 279,456 | ||||||
Total assets | 11,844,805 | 10,911,901 | |||||
Debt, net | 0 | 0 | |||||
Due to MGM Resorts International and affiliates | 0 | 0 | |||||
Intercompany | 1,406,515 | 841,179 | |||||
Accounts payable, accrued expenses and other liabilities | 269 | 7,694 | |||||
Above market lease, liability | 46,181 | ||||||
Accrued interest | 0 | 0 | |||||
Dividend and distribution payable | 0 | 0 | |||||
Deferred revenue | 84,146 | 163,926 | |||||
Deferred income taxes, net | 29,721 | 33,634 | |||||
Liabilities related to assets held for sale | 28,937 | ||||||
Operating lease liabilities | 336,010 | ||||||
Total liabilities | 1,856,661 | 1,121,551 | |||||
General partner | 0 | 0 | |||||
Limited partners | 9,988,144 | 9,790,350 | |||||
Total partners' capital | 9,988,144 | 9,790,350 | |||||
Total liabilities and shareholders’ equity | $ 11,844,805 | $ 10,911,901 |
Condensed Consolidating Finan_4
Condensed Consolidating Financial Information - Consolidating Statement of Operations and Comprehensive Income Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2019 | Mar. 31, 2019 | Jun. 30, 2018 | Mar. 31, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Condensed Income Statements, Captions [Line Items] | ||||||
Revenues | $ 225,759 | $ 220,390 | $ 429,182 | $ 436,229 | ||
Expenses | ||||||
Depreciation | 79,543 | 67,474 | 151,105 | 136,465 | ||
Property transactions, net | 310 | 14,426 | 1,423 | 18,512 | ||
Ground lease and other reimbursable expenses | 5,920 | 32,907 | 11,840 | 61,267 | ||
Amortization of above market lease, net | 0 | 172 | 0 | 343 | ||
Acquisition-related expenses | 267 | 2,131 | 8,799 | 2,672 | ||
General and administrative | 3,691 | 2,755 | 7,829 | 6,663 | ||
Expenses, net | 89,731 | 119,865 | 180,996 | 225,922 | ||
Operating income | 136,028 | 100,525 | 248,186 | 210,307 | ||
Other income (expense) | ||||||
Interest income | 102 | 1,278 | 1,948 | 2,310 | ||
Interest expense | (63,977) | (49,276) | (127,925) | (98,506) | ||
Other | (363) | (3,205) | (500) | (5,389) | ||
Non-operating income (expense) | (64,238) | (51,203) | (126,477) | (101,585) | ||
Income from continuing operations before income taxes | 71,790 | 49,322 | 121,709 | 108,722 | ||
Comprehensive Income (Loss), Net of Tax, Attributable to Noncontrolling Interest | 24,783 | 39,519 | 60,297 | 93,855 | ||
Income from continuing operations attributable to noncontrolling interest | 45,911 | 34,913 | 80,886 | 77,252 | ||
Provision for income taxes | (4,021) | (1,263) | (3,792) | (2,494) | ||
Income from discontinued operations attributable to noncontrolling interest | 0 | 0 | 11,434 | 0 | ||
Net income | 67,769 | $ 66,364 | 48,059 | $ 58,169 | 134,133 | 106,228 |
Other comprehensive income (loss) | ||||||
Unrealized gain (loss) on cash flow hedges, net | (30,775) | 6,281 | (46,387) | 22,636 | ||
Comprehensive income | 36,994 | 54,340 | 87,746 | 128,864 | ||
Rental revenue | ||||||
Condensed Income Statements, Captions [Line Items] | ||||||
Revenues | 219,846 | 186,563 | 416,728 | 373,126 | ||
Tenant reimbursements and other | ||||||
Condensed Income Statements, Captions [Line Items] | ||||||
Revenues | 5,913 | 33,827 | 12,454 | 63,103 | ||
MGP Operating Partnership | ||||||
Condensed Income Statements, Captions [Line Items] | ||||||
Revenues | 225,759 | 220,390 | 429,182 | 436,229 | ||
Expenses | ||||||
Depreciation | 79,543 | 67,474 | 151,105 | 136,465 | ||
Property transactions, net | 310 | 14,426 | 1,423 | 18,512 | ||
Ground lease and other reimbursable expenses | 5,920 | 32,907 | 11,840 | 61,267 | ||
Amortization of above market lease, net | 0 | 172 | 0 | 343 | ||
Acquisition-related expenses | 267 | 2,131 | 8,799 | 2,672 | ||
General and administrative | 3,691 | 2,755 | 7,829 | 6,663 | ||
Expenses, net | 89,731 | 119,865 | 180,996 | 225,922 | ||
Operating income | 136,028 | 100,525 | 248,186 | 210,307 | ||
Equity in earnings of subsidiaries | 0 | 0 | 0 | 0 | ||
Other income (expense) | ||||||
Interest income | 102 | 1,278 | 1,948 | 2,310 | ||
Interest expense | (63,977) | (49,276) | (127,925) | (98,506) | ||
Other | (363) | (3,205) | (500) | (5,389) | ||
Non-operating income (expense) | (64,238) | (51,203) | (126,477) | (101,585) | ||
Income from continuing operations before income taxes | 71,790 | 49,322 | 121,709 | 108,722 | ||
Provision for income taxes | (4,021) | (1,263) | (3,792) | (2,494) | ||
Net income | 67,769 | $ 66,364 | 48,059 | $ 58,169 | 134,133 | 106,228 |
Other comprehensive income (loss) | ||||||
Unrealized gain (loss) on cash flow hedges, net | (30,775) | 6,281 | (46,387) | 22,636 | ||
Comprehensive income | 36,994 | 54,340 | 87,746 | 128,864 | ||
MGP Operating Partnership | Rental revenue | ||||||
Condensed Income Statements, Captions [Line Items] | ||||||
Revenues | 219,846 | 186,563 | 416,728 | 373,126 | ||
Other income (expense) | ||||||
Income from continuing operations attributable to noncontrolling interest | 67,769 | 117,917 | ||||
Income from discontinued operations attributable to noncontrolling interest | 16,216 | |||||
MGP Operating Partnership | Tenant reimbursements and other | ||||||
Condensed Income Statements, Captions [Line Items] | ||||||
Revenues | 5,913 | 33,827 | 12,454 | 63,103 | ||
MGP Operating Partnership | Eliminations | ||||||
Condensed Income Statements, Captions [Line Items] | ||||||
Revenues | 0 | 0 | 0 | 0 | ||
Expenses | ||||||
Depreciation | 0 | 0 | 0 | 0 | ||
Property transactions, net | 0 | 0 | 0 | 0 | ||
Ground lease and other reimbursable expenses | 0 | 0 | 0 | 0 | ||
Amortization of above market lease, net | 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 | (137,732) | (104,163) | (273,409) | (217,190) | ||
Other income (expense) | ||||||
Interest income | 0 | 0 | (5,617) | 0 | ||
Interest expense | 0 | 0 | 5,617 | 0 | ||
Other | 0 | 0 | 0 | 0 | ||
Non-operating income (expense) | 0 | 0 | 0 | 0 | ||
Income from continuing operations before income taxes | (137,732) | (104,163) | (273,409) | (217,190) | ||
Provision for income taxes | 0 | 0 | 0 | 0 | ||
Net income | (137,732) | (104,163) | (273,409) | (217,190) | ||
Other comprehensive income (loss) | ||||||
Unrealized gain (loss) on cash flow hedges, net | 0 | 0 | 0 | 0 | ||
Comprehensive income | (137,732) | (104,163) | (273,409) | (217,190) | ||
MGP Operating Partnership | Eliminations | Rental revenue | ||||||
Condensed Income Statements, Captions [Line Items] | ||||||
Revenues | 0 | 0 | 0 | 0 | ||
Other income (expense) | ||||||
Income from continuing operations attributable to noncontrolling interest | (137,732) | (273,409) | ||||
Income from discontinued operations attributable to noncontrolling interest | 0 | |||||
MGP Operating Partnership | Eliminations | Tenant reimbursements and other | ||||||
Condensed Income Statements, Captions [Line Items] | ||||||
Revenues | 0 | 0 | 0 | 0 | ||
MGP Operating Partnership | Operating Partnership | Reportable Legal Entities | ||||||
Condensed Income Statements, Captions [Line Items] | ||||||
Revenues | 0 | 0 | 0 | 0 | ||
Expenses | ||||||
Depreciation | 22 | 15 | 43 | 42 | ||
Property transactions, net | 0 | 0 | 0 | 0 | ||
Ground lease and other reimbursable expenses | 0 | 0 | 0 | 0 | ||
Amortization of above market lease, net | 0 | 0 | ||||
Acquisition-related expenses | 267 | 2,131 | 8,799 | 2,672 | ||
General and administrative | 3,691 | 2,755 | 7,829 | 6,663 | ||
Expenses, net | 3,980 | 4,901 | 16,671 | 9,377 | ||
Operating income | (3,980) | (4,901) | (16,671) | (9,377) | ||
Equity in earnings of subsidiaries | 137,732 | 104,163 | 273,409 | 217,190 | ||
Other income (expense) | ||||||
Interest income | 102 | 1,278 | 7,565 | 2,310 | ||
Interest expense | (63,977) | (49,276) | (127,925) | (98,506) | ||
Other | (363) | (3,205) | (500) | (5,389) | ||
Non-operating income (expense) | (64,238) | (51,203) | (120,860) | (101,585) | ||
Income from continuing operations before income taxes | 69,514 | 48,059 | 135,878 | 106,228 | ||
Provision for income taxes | (1,745) | 0 | (1,745) | 0 | ||
Net income | 67,769 | 48,059 | 134,133 | 106,228 | ||
Other comprehensive income (loss) | ||||||
Unrealized gain (loss) on cash flow hedges, net | (30,775) | 6,281 | (46,387) | 22,636 | ||
Comprehensive income | 36,994 | 54,340 | 87,746 | 128,864 | ||
MGP Operating Partnership | Operating Partnership | Reportable Legal Entities | Rental revenue | ||||||
Condensed Income Statements, Captions [Line Items] | ||||||
Revenues | 0 | 0 | 0 | 0 | ||
Other income (expense) | ||||||
Income from continuing operations attributable to noncontrolling interest | 67,769 | 134,133 | ||||
Income from discontinued operations attributable to noncontrolling interest | 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 | Co-Issuer | Reportable Legal Entities | ||||||
Condensed Income Statements, Captions [Line Items] | ||||||
Revenues | 0 | 0 | 0 | 0 | ||
Expenses | ||||||
Depreciation | 0 | 0 | 0 | 0 | ||
Property transactions, net | 0 | 0 | 0 | 0 | ||
Ground lease and other reimbursable expenses | 0 | 0 | 0 | 0 | ||
Amortization of above market lease, net | 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 | ||
Other income (expense) | ||||||
Interest income | 0 | 0 | 0 | 0 | ||
Interest expense | 0 | 0 | 0 | 0 | ||
Other | 0 | 0 | 0 | 0 | ||
Non-operating income (expense) | 0 | 0 | 0 | 0 | ||
Income from continuing operations 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 | ||
Other income (expense) | ||||||
Income from continuing operations attributable to noncontrolling interest | 0 | 0 | ||||
Income from discontinued operations attributable to noncontrolling interest | 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 | Guarantor Subsidiaries | Reportable Legal Entities | ||||||
Condensed Income Statements, Captions [Line Items] | ||||||
Revenues | 225,759 | 220,390 | 429,182 | 436,229 | ||
Expenses | ||||||
Depreciation | 79,521 | 67,459 | 151,062 | 136,423 | ||
Property transactions, net | 310 | 14,426 | 1,423 | 18,512 | ||
Ground lease and other reimbursable expenses | 5,920 | 32,907 | 11,840 | 61,267 | ||
Amortization of above market lease, net | 172 | 343 | ||||
Acquisition-related expenses | 0 | 0 | 0 | 0 | ||
General and administrative | 0 | 0 | 0 | 0 | ||
Expenses, net | 85,751 | 114,964 | 164,325 | 216,545 | ||
Operating income | 140,008 | 105,426 | 264,857 | 219,684 | ||
Equity in earnings of subsidiaries | 0 | 0 | 0 | 0 | ||
Other income (expense) | ||||||
Interest income | 0 | 0 | 0 | 0 | ||
Interest expense | 0 | 0 | (5,617) | 0 | ||
Other | 0 | 0 | 0 | 0 | ||
Non-operating income (expense) | 0 | 0 | (5,617) | 0 | ||
Income from continuing operations before income taxes | 140,008 | 105,426 | 259,240 | 219,684 | ||
Provision for income taxes | (2,276) | (1,263) | (2,047) | (2,494) | ||
Net income | 137,732 | 104,163 | 273,409 | 217,190 | ||
Other comprehensive income (loss) | ||||||
Unrealized gain (loss) on cash flow hedges, net | 0 | 0 | 0 | 0 | ||
Comprehensive income | 137,732 | 104,163 | 273,409 | 217,190 | ||
MGP Operating Partnership | Guarantor Subsidiaries | Reportable Legal Entities | Rental revenue | ||||||
Condensed Income Statements, Captions [Line Items] | ||||||
Revenues | 219,846 | 186,563 | 416,728 | 373,126 | ||
Other income (expense) | ||||||
Income from continuing operations attributable to noncontrolling interest | 137,732 | 257,193 | ||||
Income from discontinued operations attributable to noncontrolling interest | 16,216 | |||||
MGP Operating Partnership | Guarantor Subsidiaries | Reportable Legal Entities | Tenant reimbursements and other | ||||||
Condensed Income Statements, Captions [Line Items] | ||||||
Revenues | $ 5,913 | $ 33,827 | $ 12,454 | $ 63,103 |
Condensed Consolidating Finan_5
Condensed Consolidating Financial Information - Consolidating Statement of Cash Flows Information (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2018 | |
Cash flows from operating activities | ||
Capital expenditures for property and equipment | $ 0 | $ 190 |
Proceeds from Northfield OpCo Transaction | 3,779 | 0 |
Cash flows from investing activities | ||
Park MGM Transaction | (605,625) | 0 |
Cash flows from financing activities | ||
Net repayments under bank credit facility | (559,250) | (13,000) |
Proceeds from issuance of debt | 750,000 | 0 |
Deferred financing costs | (9,983) | (17,490) |
Repayment of assumed bridge facility | (245,950) | 0 |
Proceeds from issuance of Class A shares, net | 613,299 | 0 |
Dividends and distributions paid | (258,334) | (223,466) |
Cash flows provided by operating activities, net | 15,591 | 0 |
Cash flows used in investing activities, net | (12) | 0 |
Cash flows used in financing activities, net | (37,900) | 0 |
Net cash used in discontinued operations | (22,321) | 0 |
Change in cash and cash equivalents classified as assets held for sale | (22,321) | 0 |
Cash and cash equivalents | ||
Balance, end of period | 53,566 | |
MGP Operating Partnership | ||
Cash flows from operating activities | ||
Net cash provided by (used in) operating activities | (243,990) | 284,333 |
Capital expenditures for property and equipment | 0 | 190 |
Proceeds from Northfield OpCo Transaction | (3,779) | 0 |
Cash flows from investing activities | ||
Net Cash Provided by (Used in) Investing Activities | 3,779 | (190) |
Cash flows from financing activities | ||
Net repayments under bank credit facility | (559,250) | (13,000) |
Proceeds from issuance of debt | 750,000 | 0 |
Deferred financing costs | (9,983) | (17,490) |
Repayment of assumed bridge facility | (245,950) | 0 |
Proceeds from issuance of Class A shares, net | 613,299 | 0 |
Dividends and distributions paid | (258,334) | (223,466) |
Cash received by Parent on behalf of Guarantor Subsidiaries | 0 | 0 |
Net cash provided by (used in) financing activities - continuing operations | 289,782 | (253,956) |
Cash flows provided by operating activities, net | 15,591 | 0 |
Cash flows used in investing activities, net | (12) | 0 |
Cash flows used in financing activities, net | (37,900) | 0 |
Net cash used in discontinued operations | (22,321) | 0 |
Change in cash and cash equivalents classified as assets held for sale | (22,321) | 0 |
Cash and cash equivalents | ||
Net increase for the period | 49,571 | 30,187 |
Balance, beginning of period | 3,995 | 259,722 |
Balance, end of period | 53,566 | 289,909 |
MGP Operating Partnership | Eliminations | ||
Cash flows from operating activities | ||
Net cash provided by (used in) operating activities | 0 | 0 |
Capital expenditures for property and equipment | 0 | |
Proceeds from Northfield OpCo Transaction | 0 | |
Cash flows from investing activities | ||
Net Cash Provided by (Used in) Investing Activities | 0 | 0 |
Cash flows from financing activities | ||
Net repayments under bank credit facility | 0 | 0 |
Deferred financing costs | 0 | 0 |
Dividends and distributions paid | 0 | 0 |
Cash received by Parent on behalf of Guarantor Subsidiaries | 0 | 0 |
Net cash provided by (used in) financing activities - continuing operations | 0 | 0 |
Cash flows provided by operating activities, net | 0 | 0 |
Cash flows used in investing activities, net | 0 | 0 |
Cash flows used in financing activities, net | 0 | 0 |
Net cash used in discontinued operations | 0 | 0 |
Change in cash and cash equivalents classified as assets held for sale | 0 | 0 |
Cash and cash equivalents | ||
Net increase for the period | 0 | 0 |
Balance, beginning of period | 0 | 0 |
Balance, end of period | 0 | 0 |
MGP Operating Partnership | Operating Partnership | Reportable Legal Entities | ||
Cash flows from operating activities | ||
Net cash provided by (used in) operating activities | (685,188) | (97,428) |
Capital expenditures for property and equipment | 190 | |
Proceeds from Northfield OpCo Transaction | (3,779) | |
Cash flows from investing activities | ||
Net Cash Provided by (Used in) Investing Activities | 3,779 | (190) |
Cash flows from financing activities | ||
Net repayments under bank credit facility | (559,250) | (13,000) |
Proceeds from issuance of debt | 750,000 | |
Deferred financing costs | (9,983) | (17,490) |
Repayment of assumed bridge facility | (245,950) | |
Proceeds from issuance of Class A shares, net | 613,299 | |
Dividends and distributions paid | (258,334) | (223,466) |
Cash received by Parent on behalf of Guarantor Subsidiaries | 441,198 | 381,761 |
Net cash provided by (used in) financing activities - continuing operations | 730,980 | 127,805 |
Cash flows provided by operating activities, net | 0 | 0 |
Cash flows used in investing activities, net | 0 | 0 |
Cash flows used in financing activities, net | 0 | 0 |
Net cash used in discontinued operations | 0 | 0 |
Change in cash and cash equivalents classified as assets held for sale | 0 | 0 |
Cash and cash equivalents | ||
Net increase for the period | 49,571 | 30,187 |
Balance, beginning of period | 3,995 | 259,722 |
Balance, end of period | 53,566 | 289,909 |
MGP Operating Partnership | Co-Issuer | Reportable Legal Entities | ||
Cash flows from operating activities | ||
Net cash provided by (used in) operating activities | 0 | 0 |
Capital expenditures for property and equipment | 0 | |
Proceeds from Northfield OpCo Transaction | 0 | |
Cash flows from investing activities | ||
Net Cash Provided by (Used in) Investing Activities | 0 | 0 |
Cash flows from financing activities | ||
Net repayments under bank credit facility | 0 | 0 |
Deferred financing costs | 0 | 0 |
Dividends and distributions paid | 0 | 0 |
Cash received by Parent on behalf of Guarantor Subsidiaries | 0 | 0 |
Net cash provided by (used in) financing activities - continuing operations | 0 | 0 |
Cash flows provided by operating activities, net | 0 | 0 |
Cash flows used in investing activities, net | 0 | 0 |
Cash flows used in financing activities, net | 0 | 0 |
Net cash used in discontinued operations | 0 | 0 |
Change in cash and cash equivalents classified as assets held for sale | 0 | 0 |
Cash and cash equivalents | ||
Net increase for the period | 0 | 0 |
Balance, beginning of period | 0 | 0 |
Balance, end of period | 0 | 0 |
MGP Operating Partnership | Guarantor Subsidiaries | Reportable Legal Entities | ||
Cash flows from operating activities | ||
Net cash provided by (used in) operating activities | 441,198 | 381,761 |
Capital expenditures for property and equipment | 0 | |
Proceeds from Northfield OpCo Transaction | 0 | |
Cash flows from investing activities | ||
Net Cash Provided by (Used in) Investing Activities | 0 | 0 |
Cash flows from financing activities | ||
Net repayments under bank credit facility | 0 | 0 |
Deferred financing costs | 0 | 0 |
Dividends and distributions paid | 0 | 0 |
Cash received by Parent on behalf of Guarantor Subsidiaries | (441,198) | (381,761) |
Net cash provided by (used in) financing activities - continuing operations | (441,198) | (381,761) |
Cash flows provided by operating activities, net | 15,591 | 0 |
Cash flows used in investing activities, net | (12) | 0 |
Cash flows used in financing activities, net | (37,900) | 0 |
Net cash used in discontinued operations | (22,321) | 0 |
Change in cash and cash equivalents classified as assets held for sale | (22,321) | 0 |
Cash and cash equivalents | ||
Net increase for the period | 0 | 0 |
Balance, beginning of period | 0 | 0 |
Balance, end of period | $ 0 | $ 0 |