Cover page
Cover page - USD ($) $ in Billions | 12 Months Ended | ||
Dec. 31, 2019 | Feb. 26, 2020 | Jun. 28, 2019 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2019 | ||
Document Transition Report | false | ||
Entity File Number | 001-37733 | ||
Entity Registrant Name | MGM Growth Properties LLC | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 47-5513237 | ||
Entity Address, Address Line One | 1980 Festival Plaza Drive | ||
Entity Address, Address Line Two | 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 Well-known Seasoned Issuer | Yes | ||
Entity Voluntarily Files | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Small Business | false | ||
Entity Emerging Growth | false | ||
Public Float | $ 2.8 | ||
Entity Common Stock, Shares Outstanding | 131,331,077 | ||
Documents Incorporated by Reference | Portions of the MGM Growth Properties LLC’s definitive Proxy Statement for its 2020 Annual Meeting of Stockholders are incorporated by reference into Part III of this Form 10-K. | ||
Amendment Flag | false | ||
Document Fiscal Year Focus | 2019 | ||
Document Fiscal Period Focus | FY | ||
Entity Central Index Key | 0001656936 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Shell Company | false | ||
MGP Operating Partnership | |||
Document Information [Line Items] | |||
Entity File Number | 333-215571 | ||
Entity Registrant Name | MGM Growth Properties Operating Partnership LP | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 81-1162318 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntarily Files | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | false | ||
Entity Emerging Growth | false | ||
Entity Central Index Key | 0001691299 | ||
Entity Shell Company | false |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
ASSETS | ||
Real estate investments, net | $ 10,827,972 | $ 10,506,129 |
Lease incentive asset | 527,181 | 0 |
Cash and cash equivalents | 202,101 | 3,995 |
Tenant and other receivables, net | 566 | 7,668 |
Prepaid expenses and other assets | 30,919 | 34,813 |
Above market lease, asset | 41,440 | 43,014 |
Operating lease right-of-use assets | 280,093 | |
Assets held for sale | 0 | 355,688 |
Total assets | 11,910,272 | 10,951,307 |
Liabilities | ||
Debt, net | 4,307,354 | 4,666,949 |
Due to MGM Resorts International and affiliates | 774 | 227 |
Accounts payable, accrued expenses and other liabilities | 37,421 | 20,796 |
Above market lease, liability | 0 | 46,181 |
Accrued interest | 42,904 | 26,096 |
Dividend and distribution payable | 147,349 | 119,055 |
Deferred revenue | 108,593 | 163,926 |
Deferred income taxes, net | 29,909 | 33,634 |
Operating lease liabilities | 337,956 | |
Liabilities related to assets held for sale | 0 | 28,937 |
Total liabilities | 5,012,260 | 5,105,801 |
Commitments and contingencies (Note 12) | ||
Shareholders' equity | ||
Class A shares: no par value, 1,000,000,000 shares authorized, 113,806,820 and 70,911,166 shares issued and outstanding as of December 31, 2019 and December 31, 2018, respectively | 0 | 0 |
Additional paid-in capital | 2,766,325 | 1,712,671 |
Accumulated deficit | (244,381) | (150,908) |
Accumulated other comprehensive income (loss) | (7,045) | 4,208 |
Total Class A shareholders' equity | 2,514,899 | 1,565,971 |
Noncontrolling interest | 4,383,113 | 4,279,535 |
Total shareholders' equity | 6,898,012 | 5,845,506 |
Partners’ capital | ||
General partner | 0 | 0 |
Limited partners | 6,898,012 | 5,845,506 |
Total partners’ capital | 6,898,012 | 5,845,506 |
Total liabilities and shareholders' equity | 11,910,272 | 10,951,307 |
MGP Operating Partnership | ||
ASSETS | ||
Real estate investments, net | 10,827,972 | 10,506,129 |
Lease incentive asset | 527,181 | 0 |
Cash and cash equivalents | 202,101 | 3,995 |
Tenant and other receivables, net | 566 | 7,668 |
Prepaid expenses and other assets | 30,919 | 34,813 |
Above market lease, asset | 41,440 | 43,014 |
Operating lease right-of-use assets | 280,093 | |
Assets held for sale | 0 | 355,688 |
Total assets | 11,910,272 | 10,951,307 |
Liabilities | ||
Debt, net | 4,307,354 | 4,666,949 |
Due to MGM Resorts International and affiliates | 774 | 227 |
Accounts payable, accrued expenses and other liabilities | 37,421 | 20,796 |
Above market lease, liability | 0 | 46,181 |
Accrued interest | 42,904 | 26,096 |
Dividend and distribution payable | 147,349 | 119,055 |
Deferred revenue | 108,593 | 163,926 |
Deferred income taxes, net | 29,909 | 33,634 |
Operating lease liabilities | 337,956 | |
Liabilities related to assets held for sale | 0 | 28,937 |
Total liabilities | 5,012,260 | 5,105,801 |
Commitments and contingencies (Note 12) | ||
Partners’ capital | ||
General partner | 0 | 0 |
Limited partners | 6,898,012 | 5,845,506 |
Total partners’ capital | 6,898,012 | 5,845,506 |
Total liabilities and shareholders' equity | $ 11,910,272 | $ 10,951,307 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - shares | Dec. 31, 2019 | Dec. 31, 2018 |
MGP Operating Partnership | ||
Units Issued (in shares) | 313,509,363 | 266,045,289 |
Units Outstanding (in shares) | 313,509,363 | 266,045,289 |
Class A Shares | ||
Common stock, shares authorized (in shares) | 1,000,000,000 | 1,000,000,000 |
Common stock, shares issued (in shares) | 113,806,820 | 70,911,166 |
Common stock, shares outstanding (in shares) | 113,806,820 | 70,911,166 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Revenues | |||
Rental revenue | $ 856,421 | $ 746,253 | $ 675,089 |
Total revenues | 881,078 | 869,495 | 765,695 |
Expenses | |||
Depreciation | 294,705 | 266,622 | 260,455 |
Property transactions, net | 10,844 | 20,319 | 34,022 |
Ground lease and other reimbursable expenses | 23,681 | 119,531 | 88,254 |
Amortization of above market lease, net | 0 | 686 | 686 |
Acquisition-related expenses | 10,165 | 6,149 | 17,304 |
General and administrative | 16,516 | 16,048 | 12,189 |
Expenses, net | 355,911 | 429,355 | 412,910 |
Non-operating income (expense) | |||
Interest income | 3,219 | 2,501 | 3,907 |
Interest expense | (249,944) | (215,532) | (184,175) |
Loss on unhedged interest rate swaps, net | (3,880) | 0 | 0 |
Other | (7,615) | (7,191) | (1,621) |
Non-operating income (expense) | (258,220) | (220,222) | (181,889) |
Income from continuing operations before income taxes | 266,947 | 219,918 | 170,896 |
Provision for income taxes | (7,598) | (5,779) | (4,906) |
Income from continuing operations, net of tax | 259,349 | 214,139 | 165,990 |
Income from discontinued operations, net of tax | 16,216 | 30,563 | 0 |
Net income | 275,565 | 244,702 | 165,990 |
Less: Net income attributable to noncontrolling interest | (185,305) | (177,637) | (124,215) |
Net income attributable to Class A shareholders | $ 90,260 | $ 67,065 | $ 41,775 |
Weighted average Class A shares outstanding: | |||
Basic (in shares) | 93,046,859 | 70,997,589 | 61,733,136 |
Diluted (in shares) | 93,299,233 | 71,185,674 | 61,916,546 |
Per Class A share data | |||
Income from discontinued operations per Class A share (basic) (in dollars per share) | $ 0.94 | ||
Net income per Class A share (diluted) (in dollars per share) | $ 0.94 | ||
Tenant reimbursements and other | |||
Revenues | |||
Rental revenue | $ 24,700 | $ 123,200 | $ 90,600 |
Total revenues | 24,657 | 123,242 | 90,606 |
MGP Operating Partnership | |||
Revenues | |||
Rental revenue | 856,421 | 746,253 | 675,089 |
Total revenues | 881,078 | 869,495 | 765,695 |
Expenses | |||
Depreciation | 294,705 | 266,622 | 260,455 |
Property transactions, net | 10,844 | 20,319 | 34,022 |
Ground lease and other reimbursable expenses | 23,681 | 119,531 | 88,254 |
Amortization of above market lease, net | 0 | 686 | 686 |
Acquisition-related expenses | 10,165 | 6,149 | 17,304 |
General and administrative | 16,516 | 16,048 | 12,189 |
Expenses, net | 355,911 | 429,355 | 412,910 |
Non-operating income (expense) | |||
Interest income | 3,219 | 2,501 | 3,907 |
Interest expense | (249,944) | (215,532) | (184,175) |
Loss on unhedged interest rate swaps, net | (3,880) | 0 | 0 |
Other | (7,615) | (7,191) | (1,621) |
Non-operating income (expense) | (258,220) | (220,222) | (181,889) |
Income from continuing operations before income taxes | 266,947 | 219,918 | 170,896 |
Provision for income taxes | (7,598) | (5,779) | (4,906) |
Income from continuing operations, net of tax | 259,349 | 214,139 | 165,990 |
Income from discontinued operations, net of tax | 16,216 | 30,563 | 0 |
Net income | $ 275,565 | $ 244,702 | $ 165,990 |
Weighted average Operating Partnership units outstanding: | |||
Basic (in units) | 293,884,939 | 266,131,712 | 249,451,258 |
Diluted (in units) | 294,137,313 | 266,319,797 | 249,634,668 |
Net income per Operating Partnership unit (basic) (in dollars per share) | $ 0.94 | $ 0.92 | $ 0.67 |
Net income per Operating Partnership unit (diluted) (in dollars per share) | 0.94 | 0.92 | 0.66 |
MGP Operating Partnership | Continuing Operations | |||
Weighted average Operating Partnership units outstanding: | |||
Net income per Operating Partnership unit (basic) (in dollars per share) | 0.88 | 0.80 | 0.67 |
Net income per Operating Partnership unit (diluted) (in dollars per share) | 0.88 | 0.80 | 0.66 |
MGP Operating Partnership | Discontinued Operations | |||
Weighted average Operating Partnership units outstanding: | |||
Net income per Operating Partnership unit (basic) (in dollars per share) | 0.06 | 0.12 | 0 |
Net income per Operating Partnership unit (diluted) (in dollars per share) | $ 0.06 | $ 0.12 | $ 0 |
MGP Operating Partnership | Tenant reimbursements and other | |||
Revenues | |||
Total revenues | $ 24,657 | $ 123,242 | $ 90,606 |
Class A Shares | |||
Per Class A share data | |||
Income from continuing operations per Class A share (basic) (in dollars per share) | $ 0.92 | $ 0.83 | $ 0.68 |
Income from discontinued operations per Class A share (basic) (in dollars per share) | 0.05 | 0.11 | 0 |
Income from discontinued operations per Class A share (basic) (in dollars per share) | 0.97 | 0.94 | 0.68 |
Income from continuing operations per Class A share (diluted) (in dollars per share) | 0.92 | 0.83 | 0.67 |
Income from discontinued operations per Class A share (diluted) (in dollars per share) | 0.05 | 0.11 | 0 |
Net income per Class A share (diluted) (in dollars per share) | $ 0.97 | $ 0.94 | $ 0.67 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Net income | $ 275,565 | $ 244,702 | $ 165,990 |
Other comprehensive income | (35,198) | 4,128 | 9,782 |
Comprehensive income | 240,367 | 248,830 | 175,772 |
Less: Comprehensive income attributable to noncontrolling interests | (159,639) | (180,665) | (131,236) |
Comprehensive income attributable to Class A shareholders | 80,728 | 68,165 | 44,536 |
MGP Operating Partnership | |||
Net income | 275,565 | 244,702 | 165,990 |
Other comprehensive income | (35,198) | 4,128 | 9,782 |
Comprehensive income | $ 240,367 | $ 248,830 | $ 175,772 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Cash flows from operating activities | |||
Net income | $ 275,565 | $ 244,702 | $ 165,990 |
Adjustments to reconcile net income to net cash provided by operating activities: | |||
Income from discontinued operations, net | (16,216) | (30,563) | 0 |
Depreciation | 294,705 | 266,622 | 260,455 |
Property transactions, net | 10,844 | 20,319 | 34,022 |
Amortization of deferred financing costs and debt discount | 12,733 | 12,031 | 11,360 |
Loss on retirement of debt | 6,161 | 2,736 | 798 |
Non-cash ground lease, net | 1,038 | 686 | 686 |
Deemed contributions - tax sharing agreement | 7,008 | 5,745 | 1,730 |
Straight-line rental revenues, excluding amortization of lease incentive asset | 41,447 | 20,680 | 6,414 |
Amortization of lease incentive asset | 16,360 | 0 | 0 |
Amortization of deferred revenue on non-normal tenant improvements | (2,013) | (3,711) | (2,352) |
Loss on unhedged interest rate swaps, net | 3,880 | 0 | 0 |
Share-based compensation | 2,277 | 2,093 | 1,336 |
Deferred income taxes | (3,725) | 5,090 | 3,176 |
Park MGM Transaction | (605,625) | 0 | 0 |
Distributions received from discontinued operations and other | 40,165 | 2,801 | 0 |
Change in operating assets and liabilities: | |||
Tenant and other receivables, net | (540) | (1,283) | 3,118 |
Prepaid expenses and other assets | 903 | 654 | (1,537) |
Due to MGM Resorts International and affiliates | 547 | (735) | 796 |
Accounts payable, accrued expenses and other liabilities | (1,616) | 5,403 | 158 |
Accrued interest | 16,808 | 3,531 | (3,572) |
Net cash provided by operating activities - continuing operations | 100,706 | 556,801 | 482,578 |
Cash flows from investing activities | |||
Capital expenditures for property and equipment | 0 | (192) | (488) |
Proceeds from Northfield OpCo Transaction | 3,779 | 0 | 0 |
Acquisition Transaction | (462,500) | ||
Net cash provided by (used in) investing activities - continuing operations | 3,779 | (1,068,528) | (462,988) |
Cash flows from financing activities | |||
Net borrowings (repayments) under bank credit facility | (1,115,375) | 727,750 | (41,875) |
Proceeds from issuance of debt | 750,000 | 0 | 350,000 |
Deferred financing costs | (9,983) | (17,490) | (5,598) |
Repayment of assumed debt and bridge facilities | (245,950) | 0 | (425,000) |
Proceeds from issuance of Class A shares, net | 1,250,006 | 0 | 387,548 |
Dividends and distributions paid | (533,735) | (454,260) | (385,435) |
Other | (1,342) | 0 | 0 |
Net cash provided by (used in) financing activities - continuing operations | 93,621 | 256,000 | (120,360) |
Cash flows from discontinued operations, net | |||
Cash flows provided by operating activities, net | 15,591 | 23,406 | 0 |
Cash flows provided by (used in) investing activities, net | (12) | 32,416 | 0 |
Cash flows used in financing activities, net | (37,900) | 0 | 0 |
Net cash provided by (used in) discontinued operations | (22,321) | 55,822 | 0 |
Change in cash and cash equivalents classified as assets held for sale | (22,321) | 55,822 | 0 |
Cash and cash equivalents | |||
Net (decrease) increase for the period | 198,106 | (255,727) | (100,770) |
Balance, beginning of period | 3,995 | 259,722 | 360,492 |
Balance, end of period | 202,101 | 3,995 | 259,722 |
Supplemental cash flow disclosures | |||
Interest paid | 220,616 | 199,429 | 176,033 |
Non-cash investing and financing activities | |||
Non-Normal Tenant Improvements by tenant | 0 | 19,316 | 52,995 |
Accrual of dividend and distribution payable to Class A shareholders and Operating Partnership unit holders | 147,349 | 119,055 | 111,733 |
Northfield OpCo | |||
Non-cash investing and financing activities | |||
Redemption of Operating Partnership units relating to Northfield OpCo Transaction | 301,373 | 0 | 0 |
Northfield | |||
Cash flows from investing activities | |||
Acquisition Transaction | 0 | (1,068,336) | 0 |
Empire City Casino | |||
Non-cash investing and financing activities | |||
Net assets acquired | 625,000 | 0 | 0 |
MGM National Harbor Transaction | |||
Cash flows from investing activities | |||
Acquisition Transaction | 0 | 0 | (462,500) |
Non-cash investing and financing activities | |||
Net assets acquired | 0 | 0 | 721,409 |
MGP Operating Partnership | |||
Cash flows from operating activities | |||
Net income | 275,565 | 244,702 | 165,990 |
Adjustments to reconcile net income to net cash provided by operating activities: | |||
Income from discontinued operations, net | (16,216) | (30,563) | 0 |
Depreciation | 294,705 | 266,622 | 260,455 |
Property transactions, net | 10,844 | 20,319 | 34,022 |
Amortization of deferred financing costs and debt discount | 12,733 | 12,031 | 11,360 |
Loss on retirement of debt | 6,161 | 2,736 | 798 |
Non-cash ground lease, net | 1,038 | 686 | 686 |
Deemed contributions - tax sharing agreement | 7,008 | 5,745 | 1,730 |
Straight-line rental revenues, excluding amortization of lease incentive asset | 41,447 | 20,680 | 6,414 |
Amortization of lease incentive asset | 16,360 | 0 | 0 |
Amortization of deferred revenue on non-normal tenant improvements | (2,013) | (3,711) | (2,352) |
Loss on unhedged interest rate swaps, net | 3,880 | 0 | 0 |
Share-based compensation | 2,277 | 2,093 | 1,336 |
Deferred income taxes | (3,725) | 5,090 | 3,176 |
Park MGM Transaction | (605,625) | 0 | 0 |
Distributions received from discontinued operations and other | 40,165 | 2,801 | 0 |
Change in operating assets and liabilities: | |||
Tenant and other receivables, net | (540) | (1,283) | 3,118 |
Prepaid expenses and other assets | 903 | 654 | (1,537) |
Due to MGM Resorts International and affiliates | 547 | (735) | 796 |
Accounts payable, accrued expenses and other liabilities | (1,616) | 5,403 | 158 |
Accrued interest | 16,808 | 3,531 | (3,572) |
Net cash provided by operating activities - continuing operations | 100,706 | 556,801 | 482,578 |
Cash flows from investing activities | |||
Capital expenditures for property and equipment | 0 | (192) | (488) |
Proceeds from Northfield OpCo Transaction | 3,779 | 0 | 0 |
Net cash provided by (used in) investing activities - continuing operations | 3,779 | (1,068,528) | (462,988) |
Cash flows from financing activities | |||
Net borrowings (repayments) under bank credit facility | (1,115,375) | 727,750 | (41,875) |
Proceeds from issuance of debt | 750,000 | 0 | 350,000 |
Deferred financing costs | (9,983) | (17,490) | (5,598) |
Repayment of assumed debt and bridge facilities | (245,950) | 0 | (425,000) |
Proceeds from issuance of Class A shares, net | 1,250,006 | 0 | 387,548 |
Dividends and distributions paid | (533,735) | (454,260) | (385,435) |
Other | (1,342) | 0 | 0 |
Net cash provided by (used in) financing activities - continuing operations | 93,621 | 256,000 | (120,360) |
Cash flows from discontinued operations, net | |||
Cash flows provided by operating activities, net | 15,591 | 23,406 | 0 |
Cash flows provided by (used in) investing activities, net | (12) | 32,416 | 0 |
Cash flows used in financing activities, net | (37,900) | 0 | 0 |
Net cash provided by (used in) discontinued operations | (22,321) | 55,822 | 0 |
Change in cash and cash equivalents classified as assets held for sale | (22,321) | 55,822 | 0 |
Cash and cash equivalents | |||
Net (decrease) increase for the period | 198,106 | (255,727) | (100,770) |
Balance, beginning of period | 3,995 | 259,722 | 360,492 |
Balance, end of period | 202,101 | 3,995 | 259,722 |
Supplemental cash flow disclosures | |||
Interest paid | 220,616 | 199,429 | 176,033 |
Non-cash investing and financing activities | |||
Non-Normal Tenant Improvements by tenant | 0 | 19,316 | 52,995 |
Accrual of dividend and distribution payable to Class A shareholders and Operating Partnership unit holders | 147,349 | 119,055 | 111,733 |
MGP Operating Partnership | Northfield OpCo | |||
Non-cash investing and financing activities | |||
Redemption of Operating Partnership units relating to Northfield OpCo Transaction | 301,373 | 0 | 0 |
MGP Operating Partnership | Northfield | |||
Cash flows from investing activities | |||
Acquisition Transaction | 0 | (1,068,336) | 0 |
MGP Operating Partnership | Empire City Casino | |||
Non-cash investing and financing activities | |||
Net assets acquired | 625,000 | 0 | 0 |
MGP Operating Partnership | MGM National Harbor Transaction | |||
Cash flows from investing activities | |||
Acquisition Transaction | 0 | 0 | (462,500) |
Non-cash investing and financing activities | |||
Net assets acquired | $ 0 | $ 0 | $ 721,409 |
Consolidated Statements of Shar
Consolidated Statements of Shareholders' Equity - USD ($) shares in Thousands, $ in Thousands | Total | Class A Shares | Additional Paid-in Capital | Accumulated Deficit | Accumulated Other Comprehensive Income (Loss) | Total Class A Shareholders' Equity | Noncontrolling Interest | MGM National Harbor Transaction | MGM National Harbor TransactionAdditional Paid-in Capital | MGM National Harbor TransactionAccumulated Other Comprehensive Income (Loss) | MGM National Harbor TransactionNoncontrolling Interest | Empire City Casino | Empire City CasinoAdditional Paid-in Capital | Empire City CasinoAccumulated Other Comprehensive Income (Loss) | Empire City CasinoTotal Class A Shareholders' Equity | Empire City CasinoNoncontrolling 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, 2016 | $ 5,608,261 | $ 0 | $ 1,363,130 | $ (29,758) | $ 445 | $ 1,333,817 | $ 4,274,444 | ||||||||||||||
Balance (in shares) at Dec. 31, 2016 | 57,500 | ||||||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||||||
Net income | 165,990 | 41,775 | 41,775 | 124,215 | |||||||||||||||||
Other comprehensive income - cash flow hedges | 9,782 | 2,761 | 2,761 | 7,021 | |||||||||||||||||
Transactions | $ 296,409 | $ 19,372 | $ 11 | $ 277,026 | |||||||||||||||||
Transactions | 19,383 | $ 0 | $ 0 | ||||||||||||||||||
Issuance of Class A shares | 387,548 | 333,742 | (4,125) | (109) | 329,508 | 58,040 | |||||||||||||||
Issuance of Class A shares (in shares) | 13,225 | ||||||||||||||||||||
Share-based compensation | 1,336 | 334 | 334 | 1,002 | |||||||||||||||||
Deemed contribution - tax sharing agreement | 1,730 | 1,730 | |||||||||||||||||||
Dividends and distributions declared | (403,059) | (102,840) | (102,840) | (300,219) | |||||||||||||||||
Other (in shares) | 172 | ||||||||||||||||||||
Other | (258) | (88) | (88) | (170) | |||||||||||||||||
Balance at Dec. 31, 2017 | 6,067,739 | $ 0 | 1,716,490 | (94,948) | 3,108 | 1,624,650 | 4,443,089 | ||||||||||||||
Balance (in shares) at Dec. 31, 2017 | 70,897 | ||||||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||||||
Net income | 244,702 | 67,065 | 67,065 | 177,637 | |||||||||||||||||
Other comprehensive income - cash flow hedges | 4,128 | 1,100 | 1,100 | 3,028 | |||||||||||||||||
Transactions | 0 | 0 | 0 | ||||||||||||||||||
Share-based compensation | 2,093 | 558 | 558 | 1,535 | |||||||||||||||||
Northfield OpCo Transaction | 1,068,336 | ||||||||||||||||||||
Deemed contribution - tax sharing agreement | 5,745 | 5,745 | |||||||||||||||||||
Dividends and distributions declared | (461,582) | (123,025) | (123,025) | (338,557) | |||||||||||||||||
Other (in shares) | 14 | ||||||||||||||||||||
Other | (17,319) | (4,377) | (4,377) | (12,942) | |||||||||||||||||
Balance at Dec. 31, 2018 | 5,845,506 | $ 0 | 1,712,671 | (150,908) | 4,208 | 1,565,971 | 4,279,535 | ||||||||||||||
Balance (in shares) at Dec. 31, 2018 | 70,911 | ||||||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||||||
Net income | 275,565 | 90,260 | 90,260 | 185,305 | |||||||||||||||||
Other comprehensive income - cash flow hedges | (35,198) | (9,532) | (9,532) | (25,666) | |||||||||||||||||
Transactions | 379,050 | $ 23,940 | $ (195) | $ 23,745 | $ 355,305 | 31,875 | $ 2,512 | $ (16) | $ 2,496 | $ 29,379 | |||||||||||
Transactions | $ 0 | $ 23,745 | $ 2,496 | ||||||||||||||||||
Issuance of Class A shares | 1,250,006 | 1,051,094 | (1,512) | 1,049,582 | 200,424 | ||||||||||||||||
Issuance of Class A shares (in shares) | 42,819 | ||||||||||||||||||||
Share-based compensation | 2,277 | 728 | 728 | 1,549 | |||||||||||||||||
Northfield OpCo Transaction | (298,957) | (27,441) | 2 | (27,439) | (271,518) | ||||||||||||||||
Deemed contribution - tax sharing agreement | 7,008 | 7,008 | |||||||||||||||||||
Dividends and distributions declared | (562,029) | (183,733) | (183,733) | (378,296) | |||||||||||||||||
Other (in shares) | 77 | ||||||||||||||||||||
Other | 2,909 | 2,821 | 2,821 | 88 | |||||||||||||||||
Balance at Dec. 31, 2019 | $ 6,898,012 | $ 0 | $ 2,766,325 | $ (244,381) | $ (7,045) | $ 2,514,899 | $ 4,383,113 | ||||||||||||||
Balance (in shares) at Dec. 31, 2019 | 113,807 |
Consolidated Statements of Sh_2
Consolidated Statements of Shareholders' Equity (Parenthetical) - $ / shares | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Statement of Stockholders' Equity [Abstract] | |||
Dividend declared (in dollars per share) | $ 1.8725 | $ 1.7350 | $ 1.5975 |
Consolidated Statements of Part
Consolidated Statements of Partners' Capital - USD ($) $ in Thousands | Total | MGP Operating Partnership | MGP Operating PartnershipGeneral Partner | MGP Operating PartnershipLimited Partners | Empire City CasinoMGP Operating Partnership | Empire City CasinoMGP Operating PartnershipLimited Partners | Park MGM Lease TransactionMGP Operating Partnership | Park MGM Lease TransactionMGP Operating PartnershipLimited Partners |
Beginning balance at Dec. 31, 2016 | $ 5,608,261 | $ 0 | $ 5,608,261 | |||||
Increase (Decrease) in Partners' Capital [Roll Forward] | ||||||||
Net income | $ 165,990 | 165,990 | 165,990 | |||||
Other comprehensive income - cash flow hedges | 9,782 | 9,782 | 9,782 | |||||
Transactions | 296,409 | 296,409 | ||||||
Issuance of Operating Partnership units | 387,548 | 387,548 | ||||||
Share-based compensation | 1,336 | 1,336 | ||||||
Deemed contribution - tax sharing agreement | 1,730 | 1,730 | 1,730 | |||||
Dividends and distributions declared | (403,059) | (403,059) | ||||||
Other | (258) | (258) | ||||||
Ending balance at Dec. 31, 2017 | 6,067,739 | 0 | 6,067,739 | |||||
Increase (Decrease) in Partners' Capital [Roll Forward] | ||||||||
Net income | 244,702 | 244,702 | 244,702 | |||||
Other comprehensive income - cash flow hedges | 4,128 | 4,128 | 4,128 | |||||
Share-based compensation | 2,093 | 2,093 | ||||||
Deemed contribution - tax sharing agreement | 5,745 | 5,745 | 5,745 | |||||
Dividends and distributions declared | (461,582) | (461,582) | ||||||
Other | (17,319) | (17,319) | ||||||
Ending balance at Dec. 31, 2018 | 5,845,506 | 5,845,506 | 0 | 5,845,506 | ||||
Increase (Decrease) in Partners' Capital [Roll Forward] | ||||||||
Net income | 275,565 | 275,565 | 275,565 | |||||
Other comprehensive income - cash flow hedges | (35,198) | (35,198) | (35,198) | |||||
Transactions | $ 379,050 | $ 379,050 | $ 31,875 | $ 31,875 | ||||
Issuance of Operating Partnership units | 1,250,006 | 1,250,006 | ||||||
Share-based compensation | 2,277 | 2,277 | ||||||
Northfield OpCo Transaction | (298,957) | (298,957) | ||||||
Deemed contribution - tax sharing agreement | 7,008 | 7,008 | 7,008 | |||||
Dividends and distributions declared | (562,029) | (562,029) | ||||||
Other | 2,909 | 2,909 | ||||||
Ending balance at Dec. 31, 2019 | $ 6,898,012 | $ 6,898,012 | $ 0 | $ 6,898,012 |
Consolidated Statements of Pa_2
Consolidated Statements of Partners' Capital (Parenthetical) - $ / shares | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Dividend declared (in dollars per share) | $ 1.8725 | $ 1.7350 | $ 1.5975 |
MGP Operating Partnership | |||
Dividend declared (in dollars per share) | $ 1.8725 | $ 1.7350 | $ 1.5975 |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES | BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES Basis of presentation. The accompanying consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) 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”). The accompanying consolidated financial statements of MGP and the Operating Partnership represent the results of operations, financial positions and cash flows of MGP and the Operating Partnership, including their respective subsidiaries. Certain reclassifications have been made to conform the prior period presentation. Principles of consolidation. The Company identifies entities for which control is achieved through means other than voting rights and to determine which business enterprise is the primary beneficiary of variable interest entities (“VIE”). A VIE is an entity in which either (i) the equity investors as a group, if any, lack the power through voting or similar rights to direct the activities of such entity that most significantly impact such entity’s economic performance or (ii) the equity investment at risk is insufficient to finance that entity’s activities without additional subordinated financial support. The Company identifies the primary beneficiary of a VIE as the enterprise that has both of the following characteristics: (i) the power to direct the activities of the VIE that most significantly impact the entity’s economic performance; and (ii) the obligation to absorb losses or receive benefits of the VIE that could potentially be significant to the entity. The Company consolidates its investment in a VIE when it determines that it is its primary beneficiary. The Company may change its original assessment of a VIE upon subsequent events such as the modification of contractual arrangements that affect the characteristics or adequacy of the entity’s equity investments at risk and the disposition of all or a portion of an interest held by the primary beneficiary. The Company performs this analysis on an ongoing basis. The consolidated financial statements of MGP include the accounts of the Operating Partnership, a VIE of which the Company is the primary beneficiary, as well as its wholly owned and majority-owned subsidiaries, 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 consolidated financial statements of the Operating Partnership as of December 31, 2019 include the accounts of its wholly owned subsidiary, MGP Lessor LLC, which is the MGM-MGP Master Lease landlord, a VIE of which the Operating Partnership is the primary beneficiary. As of December 31, 2019 , on a consolidated basis, MGP Lessor, LLC had total assets of $11.7 billion primarily related to its real estate investments and total liabilities of $475.1 million primarily related to its deferred revenue and operating lease liabilities. For entities not determined to be VIEs, the Company consolidates such entities in which the Company owns 100% of the equity. For entities in which the Company owns less than 100% of the equity interest, the Company consolidates the entity if it has the direct or indirect ability to control the entities’ activities based upon the terms of the respective entities’ ownership agreements. All intercompany balances and transactions are eliminated in consolidation. Noncontrolling interest. MGP 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 MGP 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 as discussed in Note 8. 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. Refer to Note 1 above for discussion on a waiver agreement entered into in February 2020 relating to the redemption of Operating Partnership units. Use of estimates. The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions. These estimates and assumptions affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. The Company’s most significant assumptions and estimates relate to the useful lives of real estate assets, lease accounting, real estate impairment assessments, and allocation of fair value of purchase consideration. These estimates are based on historical experience and other assumptions which management believes are reasonable under the circumstances. Management evaluates its estimates on an ongoing basis and makes revisions to these estimates and related disclosures as experience develops or new information becomes known. Actual results could differ from these estimates. Real estate investments. Real estate investments consist of land, buildings, improvements and integral equipment. 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 MGM-MGP Master Lease. Based upon the terms of the MGM-MGP Master Lease, although the tenant is responsible for all capital expenditures during the term of the 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 in effect at lease commencement (i.e. ASC 840) (“Non-Normal Tenant Improvements”), subject to an initial cap of $100 million in the first year of the 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 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. Inception-to-date Non-Normal Tenant Improvements were $48.4 million through December 31, 2019 . Property and Equipment used in operations. Property and equipment used in operations are stated at cost. The property and equipment used in operations was acquired through the Northfield acquisition and therefore recognized at fair value at the acquisition date. Property and Equipment used in operations that relate to the operations of Northfield are classified as assets held for sale. Refer to Note 3 for further information. The Company evaluates its property and equipment, real estate investments, and other long-lived assets for impairment based on its classification as held for sale or to be held and used. Several criteria must be met before an asset is classified as held for sale, including that management with the appropriate authority commits to a plan to sell the asset to a third-party at a reasonable price in relation to its fair value and is actively seeking a buyer. For assets held for sale, the Company recognizes the asset at the lower of carrying value or fair market value less costs to sell, as estimated based on comparable asset sales, offers received, or a discounted cash flow model. For assets to be held and used, the Company reviews for impairment whenever indicators of impairment exist. The Company then compares the estimated future cash flows of the asset, on an undiscounted basis, to the carrying value of the asset. If the undiscounted cash flows exceed the carrying value, no impairment is indicated. If the undiscounted cash flows do not exceed the carrying value, then an impairment charge is recorded based on the fair value of the asset, typically measured using a discounted cash flow model. All recognized impairment losses, whether for assets held for sale or assets to be held and used, are recorded as operating expenses. There were no impairment charges related to long-lived assets recognized during the years ended December 31, 2019 , 2018 , and, 2017 . Depreciation and property transactions. Depreciation expense is recognized over the useful lives of real estate investments and property and equipment used in operations applying the straight-line method over the following estimated useful lives, which are periodically reviewed: Buildings and building improvements 20 to 40 years Land improvements 10 to 20 years Furniture, fixtures and equipment 3 to 20 years Property transactions, net are comprised of transactions related to long-lived assets, such as normal losses on the disposition of assets. 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 revenue over the remaining term of the MGM-MGP Master Lease. Deferred revenue. The Company received nonmonetary consideration related to Non-Normal Tenant Improvements as they become MGP’s property pursuant to the MGM-MGP 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 MGM-MGP Master Lease once the related real estate investments were placed in service. 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, 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. Cash and cash equivalents. Cash and cash equivalents include investments and interest-bearing instruments with maturities of 90 days or less at the date of acquisition. Such investments are carried at cost, which approximates market value. Revenue recognition. Rental revenue under the MGM-MGP Master Lease, which is accounted for as an operating lease, is recognized on a straight-line basis over the non-cancelable term and reasonably certain renewal periods, which includes the initial lease term of ten years and all four additional five -year terms under the lease, for all contractual revenues that are determined to be fixed and measurable, payment has been received or collectability is probable. The difference between such rental revenue earned and the cash rent due under the provisions of the 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 on behalf of the Company pursuant to the triple-net lease terms such as property taxes. This revenue is recognized in the same periods as the expense is incurred. Northfield generated gaming, food, beverage and other revenue, which primarily consists of video lottery terminal (“VLT ” ) wager transactions and food and beverage transactions. Gaming, food, beverage and other revenue relate to the operations of Northfield and are classified as discontinued operations. Refer to Note 3 for further information. Goodwill and other intangible assets. Goodwill represents the excess of purchase price over fair market value of net assets acquired in business combinations. Goodwill and other intangible assets are classified as assets held for sale. Refer to Note 3 for further information. 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 pursuant to the third-party lessor on behalf of the Company. Prior to the adoption of ASC 842 on January 1, 2019, 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 MGM-MGP Master Lease. Acquisition-related expenses. The Company expenses transaction costs associated with completed or announced acquisitions in the period in which they are incurred. These costs are included in acquisition-related expenses within the consolidated statements of operations. General and administrative. General and administrative expenses primarily include the salaries and benefits of employees and external consulting costs. In addition, pursuant to a corporate services agreement between the Operating Partnership and MGM (the “Corporate Services Agreement”), MGM provides the Operating Partnership and its subsidiaries with financial, administrative and operational support services, including accounting and finance support, human resources support, legal and regulatory compliance support, insurance advisory services, internal audit services, governmental affairs monitoring and reporting services, information technology support, construction services and various other support services. MGM is reimbursed for all costs it incurs directly related to providing the services thereunder. The Operating Partnership incurred expenses pursuant to the Corporate Services Agreement for the years ended December 31, 2019 , 2018 and 2017 of $3.5 million , $1.9 million and $1.6 million , respectively. Deferred financing costs. Deferred financing costs were incurred in connection with the issuance of the term loan facilities, revolving credit facility and senior notes. Costs incurred in connection with term loan facilities and senior notes are capitalized and offset against the carrying amount of the related indebtedness. Costs incurred in connection with the Operating Partnership’s revolving credit facility are capitalized as a component of prepaid expenses and other assets. These costs are amortized over the term of the indebtedness and are included in interest expense in the consolidated statement of operations. Concentrations of credit risk. As of December 31, 2019. all of the Company’s real estate properties have been leased to a wholly owned subsidiary of MGM and all of the Company’s revenues for the period ending December 31, 2019 are derived from the MGM-MGP Master Lease with MGM. Derivative financial instruments. The Company accounts for its derivatives in accordance with FASB ASC Topic 815, Derivatives and Hedging , in which all derivative instruments are reflected at fair value as either assets or liabilities. For derivative instruments that are designated and qualify as hedging instruments, the Company records the gain or loss on the hedge instruments as a component of accumulated other comprehensive income. Fair value measurements . Fair value measurements are utilized in the accounting of the Company’s assets acquired and liabilities assumed in a business combination and 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 debt fair value disclosures. See Note 6; • Level 2 inputs when measuring the fair value of its interest rate swaps. See Note 7; and • Level 2 or Level 3 inputs when assessing the fair value of assets acquired and liabilities assumed during the Northfield acquisition. See Note 3. Reportable segment. In connection with the Northfield OpCo transaction in April 2019, the Company’s TRS liquidated, the Company transferred the Northfield operations to a subsidiary of MGM, and the Company retained the real estate assets. Accordingly, the Company solely generates revenue from its real estate properties. As of December 31, 2019, 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 agreement. As such, the properties are reported as one reportable segment. Income taxes. The Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements. Under this method, the Company determines deferred tax assets and liabilities on the basis of the differences between the financial statement and tax bases of assets and liabilities by using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date. 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 and the Company transferred the Northfield operations to a subsidiary of MGM 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 MGM-MGP 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 MGM-MGP 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. |
Business
Business | 12 Months Ended |
Dec. 31, 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 became a subsidiary of MGP in April 2016. The Company has elected be treated as a real estate investment trust (“REIT”) commencing with its taxable year ended December 31, 2016. MGP is organized in an umbrella partnership REIT (commonly referred to as an “UPREIT”) structure in which MGP owns substantially all of its assets and conducts substantially all of its business through the Operating Partnership, which is owned by MGP and certain other subsidiaries of MGM and whose sole general partner is one of MGP’s subsidiaries. MGP has two classes of authorized and outstanding voting common shares (collectively, the “shares”): Class A shares and a single 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. MGM Resorts International (“MGM” or the “Parent”) holds a controlling interest in MGP through its ownership of MGP’s Class B share, but does not hold any of MGP’s Class A shares. MGM will no longer be entitled to the voting rights provided by the Class B share if MGM and its controlled affiliates’ (excluding MGP and its subsidiaries) aggregate beneficial ownership of the combined economic interests in MGP and the Operating Partnership falls below 30% . The operating agreement provides that MGM may only transfer the Class B share (other than transfers to us and MGM’s controlled affiliates) if and to the extent that such transfer is approved by an independent conflicts committee, not to be unreasonably withheld. No par value is attributed to MGP’s Class A and Class B shares. As of December 31, 2019 , there were approximately 313.5 million Operating Partnership units outstanding in the Operating Partnership of which MGM owned approximately 199.7 million Operating Partnership units or 63.7% of the Operating Partnership units in the Operating Partnership. MGP owns the remaining 36.3% of the Operating Partnership units in the Operating Partnership. MGM’s Operating Partnership units are exchangeable into Class A shares of MGP on a one -to-one basis, or cash at the fair value of a Class A share. The determination of settlement method is at the option of MGP’s independent conflicts committee. MGM’s indirect ownership of these Operating Partnership units is recognized as a noncontrolling interest in MGP’s financial statements. A wholly owned subsidiary of MGP is the general partner of the Operating Partnership and operates and controls all of its business affairs. As a result, MGP consolidates the Operating Partnership and its subsidiaries. MGP is a publicly traded REIT engaged through its investment in the Operating Partnership in the acquisition, ownership and leasing of large-scale destination entertainment and leisure resorts, whose tenants generally offer diverse amenities including casino gaming, hotel, convention, dining, entertainment and retail offerings. As of December 31, 2019, a wholly owned subsidiary of the Operating Partnership leases its real estate properties back to a wholly owned subsidiary of MGM under a master lease agreement (the “MGM-MGP Master Lease”). 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 MGM-MGP Master Lease. Refer to Note 3 for additional details on the Empire City Transaction and Note 5 for further discussion on the MGM-MGP 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 MGM-MGP Master Lease. Northfield OpCo Transaction On April 1, 2019, the Company transferred the membership interests of Northfield Park Associates, LLC (“Northfield”), the entity that formerly owned the real estate assets and operations of the Hard Rock Rocksino Northfield Park in Northfield, Ohio, to a subsidiary of MGM, and the Company retained the real estate assets. The Company’s taxable REIT subsidiary (“TRS”) that owned Northfield liquidated immediately prior to the transfer. Subsequently, MGM rebranded the operations it acquired (“Northfield OpCo”) to MGM Northfield Park, which was added to the MGM-MGP Master Lease. Refer to Note 3 for additional details on the Northfield OpCo Transaction and Note 5 for further discussion on the MGM-MGP Master Lease. MGP BREIT Venture Transaction On February 14, 2020, the Operating Partnership completed a series of transactions (collectively the “MGP BREIT Venture Transaction”) pursuant to which MGM transferred the real estate assets of MGM Grand Las Vegas to the Operating Partnership and, together with real estate assets of Mandalay Bay (including Mandalay Place), were contributed to a newly formed entity (“MGP BREIT Venture”), which, following the transactions, is owned 50.1% by the Operating Partnership and 49.9% by a subsidiary of Blackstone Real Estate Income Trust, Inc. (“BREIT”). In exchange for the contribution of the Mandalay Bay real estate assets, the Operating Partnership received consideration of $2.1 billion , which was comprised of $1.3 billion of the Operating Partnership’s secured indebtedness assumed by MGM BREIT Venture, the Operating Partnership’s 50.1% equity interest in the MGP BREIT Venture, and the remainder in cash. In addition, MGM received approximately $2.4 billion of cash distributed from the MGP BREIT Venture as consideration for its contribution of the MGM Grand Las Vegas real estate assets, and, additionally, the Operating Partnership issued 2.6 million Operating Partnership units to MGM representing 5% of the equity value of MGP BREIT Venture. In connection with the transactions, MGM provided a shortfall guaranty of the principal amount of indebtedness of the MGP BREIT Venture (and any interest accrued and unpaid thereto). On the closing date, BREIT also purchased 4.9 million Class A common shares of MGP for $150 million . In connection with the transactions, MGP BREIT Venture entered into a lease with a subsidiary of MGM for the real estate assets of Mandalay Bay and MGM Grand Las Vegas. The lease (the “MGP BREIT Venture Lease”) provides for a term of 30 years with two ten-year renewal options and has an initial annual base rent of $292 million , escalating annually at a rate of 2% per annum for the first fifteen years and thereafter equal to the greater of 2% and the CPI increase during the prior year subject to a cap of 3% . In addition, the lease will require the tenant to spend 3.5% of net revenues over a rolling five-year period at the properties on capital expenditures and for the tenant and MGM to comply with certain financial covenants, which, if not met, will require the tenant to maintain cash security or provide one or more letters of credit in favor of the landlord in an amount equal to the rent for the succeeding one-year period. MGM will provide a guarantee of the tenant’s obligations under the lease. In connection with the MGP BREIT Venture Transaction, the MGM-MGP Master Lease was modified to remove the Mandalay Bay property and the rent under the MGM-MGP Master Lease was reduced by $133 million . The real estate assets of Mandalay Bay were classified as held and used in the consolidated balance sheets at December 31, 2019 as the held for sale criteria were not met as of the balance sheet date. Also, on January 14, 2020, the Operating Partnership, MGP, and MGM entered into an agreement for the Operating Partnership to waive its right to issue MGP Class A shares, in lieu of cash, to MGM in connection with MGM exercising its right to require the Operating Partnership to redeem Operating Partnership units it holds. The waiver provides that the units will be purchased at a price per unit equal to a 3% discount to the applicable cash amount as calculated in accordance with the operating agreement. The waiver terminates on the earlier of 24 months following the closing of the MGP BREIT Venture Transaction and MGM receiving cash proceeds of $1.4 billion as consideration for the redemption of its Operating Partnership units. |
Acquisitions and Dispositions
Acquisitions and Dispositions | 12 Months Ended |
Dec. 31, 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 MGM-MGP Master Lease, 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, which was approximately $9.4 million , recorded as a reduction to additional paid-in-capital. Northfield Acquisition and Northfield OpCo Transaction Northfield Acquisition. On July 6, 2018 the TRS completed its acquisition of 100% of the membership interests of Northfield for a purchase price of approximately $1.1 billion . The Company funded the acquisition through a $200 million draw on the term loan A facility and a $655 million draw under the revolving credit facility, with the remainder of the purchase price paid with cash on hand. The purpose of the acquisition was to expand MGP’s real estate assets and diversify MGP’s geographic reach. The Company recognized 100% of the assets and liabilities of Northfield at fair value at the date of the acquisition. Under the acquisition method, the fair value was allocated to the assets acquired and liabilities assumed in the transaction. The following table sets forth the purchase price allocation (in thousands): Fair value of assets acquired and liabilities: Property and equipment used in operations $ 792,807 Cash and cash equivalents 35,831 Racing and gaming licenses 228,000 Customer list 25,000 Goodwill 17,915 Other assets 9,598 Other liabilities (38,786 ) $ 1,070,365 As discussed above, the Company recognized the identifiable intangible assets at fair value. The estimated fair values of the intangible assets were determined using methodologies under the income approach based on significant inputs that were not observable. The goodwill was primarily attributable to the synergies expected to arise after the acquisition. Northfield OpCo Transaction. On April 1, 2019, the Company transferred Northfield OpCo to a subsidiary of MGM for fair value consideration 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. The Company’s TRS that owned Northfield liquidated immediately prior to the transfer. Subsequently, MGM rebranded Northfield OpCo to MGM Northfield Park, which was then added to the MGM-MGP Master Lease. Refer to Note 5 for further discussion on the MGM-MGP 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 years ended December 31, 2019 and 2018 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: Year Ended December 31, Year Ended December 31, 2019 2018 (in thousands) Total revenues $ 67,841 $ 132,949 Total expenses (48,735 ) (97,330 ) Income from discontinued operations before income taxes 19,106 35,619 Provision for income taxes (2,890 ) (5,056 ) Income from discontinued operations, net of tax 16,216 30,563 Less: Income attributable to noncontrolling interests - discontinued operations (11,434 ) (22,417 ) Income from discontinued operations attributable to Class A shareholders $ 4,782 $ 8,146 MGM National Harbor Transaction. On October 5, 2017, MGP completed the purchase of the long-term leasehold interest and real property improvements associated with MGM National Harbor casino resort (“MGM National Harbor”) for consideration consisting of the assumption of $425 million of debt, which was immediately paid off on the closing date, $462.5 million of cash and the issuance of 9.8 million Operating Partnership units to a subsidiary of MGM and MGM National Harbor was added to the MGM-MGP Master Lease. The MGM National Harbor Transaction was accounted for as a transaction between entities under common control, and therefore the Company recorded the MGM National Harbor real estate assets at the carryover value of $1.18 billion from MGM. In addition, the Operating Partnership was assigned ground leases for an approximate 23 acres underlying MGM National Harbor. Under the terms of the MGM-MGP Master Lease, the tenant is responsible for the rent payments related to the ground leases during the term of the lease. See Note 5 for further discussion of the MGM-MGP Master Lease. |
Real Estate Investments
Real Estate Investments | 12 Months Ended |
Dec. 31, 2019 | |
Real Estate [Abstract] | |
REAL ESTATE INVESTMENTS | REAL ESTATE INVESTMENTS The carrying value of real estate investments is as follows: December 31, 2019 2018 (in thousands) Land $ 4,631,013 $ 4,536,013 Buildings, building improvements, land improvements and integral equipment 9,293,483 8,782,321 13,924,496 13,318,334 Less: Accumulated depreciation (3,096,524 ) (2,812,205 ) $ 10,827,972 $ 10,506,129 |
Leases
Leases | 12 Months Ended |
Dec. 31, 2019 | |
Leases [Abstract] | |
LEASES | LEASES MGM-MGP Master Lease. The MGM-MGP Master Lease is accounted for as an operating lease and has an initial lease term of ten years beginning 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. The MGM-MGP Master Lease provides that any extension of its term must apply to all of the real estate under the lease at the time of the extension. The lease provided that the initial term with respect to MGM National Harbor ends on August 31, 2024. Thereafter, the initial term of the 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 lease or the next renewal term (depending on whether MGM elects to renew the other properties under the 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 lease, the tenant would also lose the right to renew the 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. The lease has a triple-net structure, which requires the tenant to pay substantially all costs associated with the lease, including real estate taxes, insurance, utilities and routine maintenance, in addition to the base rent. Additionally, the lease provides MGP with a right of first offer with respect to MGM Springfield and with respect to any future gaming development by MGM on the undeveloped land adjacent to Empire City, which MGP may exercise should MGM elect to sell either property in the future. Rent under the lease consists of a “base rent” component and a “percentage rent” component. As of December 31, 2019, the base rent represents approximately 90% of the rent payments due under the lease and the percentage rent represents approximately 10% of the rent payments due under the lease. The base rent includes a fixed annual rent escalator of 2.0% for the second through the sixth lease years (as defined in the lease). Thereafter, the annual escalator of 2.0% will be subject to the tenant and, without duplication, the operating subsidiary sublessees of the tenant, collectively meeting an adjusted net revenue to rent ratio of 6.25 :1.00 based on their net revenue from the leased properties subject to the lease (as determined in accordance with U.S. GAAP, adjusted to exclude net revenue attributable to certain scheduled subleases and, at the tenant’s option, reimbursed cost revenue). The percentage rent will initially be a fixed amount for approximately the first six years and will then be adjusted every five years based on the average actual annual net revenues of the tenant and, without duplication, the operating subtenants, from the leased properties subject to the lease at such time for the trailing five calendar-year period (calculated by multiplying the average annual net revenues, excluding net revenue attributable to certain scheduled subleases and, at the tenant’s option, reimbursed cost revenue, for the trailing five calendar-year period by 1.4% ). On January 29, 2019, Empire City was added to the MGM-MGP Master Lease. As a result, the annual rent payment to MGP increased by $50 million , prorated for the remainder of the lease year. Consistent with the lease terms, 90% of this rent is fixed and will contractually grow at 2% per year until 2022. In addition, 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 MGM-MGP Master Lease 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 lease terms, 90% of this rent is fixed and will contractually grow at 2.0% 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 lease, which included estimating the fair value using an income approach and the residual value of the assets used in the determination of the implicit rate, and concluded that the lease continued to be an operating lease. On April 1, 2019, MGM Northfield Park was added to the MGM-MGP Master Lease and the annual rent payment increased by $60 million . Consistent with the lease terms, 90% of this rent is fixed and will contractually grow at 2.0% per year until 2022. Additionally, in connection with the commencement of the fourth lease year on April 1, 2019 and the corresponding 2.0% fixed annual rent escalator that went into effect on such date, the base rent under the MGM-MGP Master Lease increased to $855.6 million , resulting in total annual rent under the MGM-MGP Master Lease of $946.1 million . Straight-line rental revenues from the MGM-MGP Master Lease, which includes lease incentive asset amortization, were $856.4 million , $746.3 million , and $675.1 million for the years ended December 31, 2019 , 2018 and 2017 , respectively. The Company also recognized revenue related to tenant reimbursements and other of $24.7 million , $123.2 million , and $90.6 million for the years ended December 31, 2019 , 2018 , and 2017 , respectively. Under the MGM-MGP Master Lease, future non-cancelable minimum rental payments, which are the payments under the initial 10 -year term through April 30, 2026 and do not include the four five-year renewal options and, with respect to MGM National Harbor, through August 31, 2024, are as follows as of December 31, 2019 : Year ending December 31, (in thousands) 2020 $ 958,894 2021 976,262 2022 912,751 2023 890,126 2024 859,276 Thereafter 1,063,437 Total $ 5,660,746 Lessee Leases. The Company is a lessee of land underlying Borgata, MGM National Harbor, and Beau Rivage. The Company is obligated to make lease payments through the non-cancelable term of the ground leases, which is through 2066 for Beau Rivage, 2070 for Borgata, and 2082 for MGM National Harbor. These ground leases will be paid by the tenant under the MGM-MGP Master Lease through 2046 (including renewal periods). Components of lease expense for the year ended December 31, 2019 include operating lease cost of $23.8 million . 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 December 31, 2019 Operating lease right-of-use assets $ 280,093 Operating lease liabilities 337,956 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) 2020 $ 21,127 2021 24,996 2022 25,015 2023 24,875 2024 24,846 Thereafter 1,332,804 Total future minimum lease payments 1,453,663 Less: Amount of lease payments representing interest (1,115,707 ) Total $ 337,956 |
LEASES | LEASES MGM-MGP Master Lease. The MGM-MGP Master Lease is accounted for as an operating lease and has an initial lease term of ten years beginning 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. The MGM-MGP Master Lease provides that any extension of its term must apply to all of the real estate under the lease at the time of the extension. The lease provided that the initial term with respect to MGM National Harbor ends on August 31, 2024. Thereafter, the initial term of the 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 lease or the next renewal term (depending on whether MGM elects to renew the other properties under the 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 lease, the tenant would also lose the right to renew the 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. The lease has a triple-net structure, which requires the tenant to pay substantially all costs associated with the lease, including real estate taxes, insurance, utilities and routine maintenance, in addition to the base rent. Additionally, the lease provides MGP with a right of first offer with respect to MGM Springfield and with respect to any future gaming development by MGM on the undeveloped land adjacent to Empire City, which MGP may exercise should MGM elect to sell either property in the future. Rent under the lease consists of a “base rent” component and a “percentage rent” component. As of December 31, 2019, the base rent represents approximately 90% of the rent payments due under the lease and the percentage rent represents approximately 10% of the rent payments due under the lease. The base rent includes a fixed annual rent escalator of 2.0% for the second through the sixth lease years (as defined in the lease). Thereafter, the annual escalator of 2.0% will be subject to the tenant and, without duplication, the operating subsidiary sublessees of the tenant, collectively meeting an adjusted net revenue to rent ratio of 6.25 :1.00 based on their net revenue from the leased properties subject to the lease (as determined in accordance with U.S. GAAP, adjusted to exclude net revenue attributable to certain scheduled subleases and, at the tenant’s option, reimbursed cost revenue). The percentage rent will initially be a fixed amount for approximately the first six years and will then be adjusted every five years based on the average actual annual net revenues of the tenant and, without duplication, the operating subtenants, from the leased properties subject to the lease at such time for the trailing five calendar-year period (calculated by multiplying the average annual net revenues, excluding net revenue attributable to certain scheduled subleases and, at the tenant’s option, reimbursed cost revenue, for the trailing five calendar-year period by 1.4% ). On January 29, 2019, Empire City was added to the MGM-MGP Master Lease. As a result, the annual rent payment to MGP increased by $50 million , prorated for the remainder of the lease year. Consistent with the lease terms, 90% of this rent is fixed and will contractually grow at 2% per year until 2022. In addition, 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 MGM-MGP Master Lease 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 lease terms, 90% of this rent is fixed and will contractually grow at 2.0% 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 lease, which included estimating the fair value using an income approach and the residual value of the assets used in the determination of the implicit rate, and concluded that the lease continued to be an operating lease. On April 1, 2019, MGM Northfield Park was added to the MGM-MGP Master Lease and the annual rent payment increased by $60 million . Consistent with the lease terms, 90% of this rent is fixed and will contractually grow at 2.0% per year until 2022. Additionally, in connection with the commencement of the fourth lease year on April 1, 2019 and the corresponding 2.0% fixed annual rent escalator that went into effect on such date, the base rent under the MGM-MGP Master Lease increased to $855.6 million , resulting in total annual rent under the MGM-MGP Master Lease of $946.1 million . Straight-line rental revenues from the MGM-MGP Master Lease, which includes lease incentive asset amortization, were $856.4 million , $746.3 million , and $675.1 million for the years ended December 31, 2019 , 2018 and 2017 , respectively. The Company also recognized revenue related to tenant reimbursements and other of $24.7 million , $123.2 million , and $90.6 million for the years ended December 31, 2019 , 2018 , and 2017 , respectively. Under the MGM-MGP Master Lease, future non-cancelable minimum rental payments, which are the payments under the initial 10 -year term through April 30, 2026 and do not include the four five-year renewal options and, with respect to MGM National Harbor, through August 31, 2024, are as follows as of December 31, 2019 : Year ending December 31, (in thousands) 2020 $ 958,894 2021 976,262 2022 912,751 2023 890,126 2024 859,276 Thereafter 1,063,437 Total $ 5,660,746 Lessee Leases. The Company is a lessee of land underlying Borgata, MGM National Harbor, and Beau Rivage. The Company is obligated to make lease payments through the non-cancelable term of the ground leases, which is through 2066 for Beau Rivage, 2070 for Borgata, and 2082 for MGM National Harbor. These ground leases will be paid by the tenant under the MGM-MGP Master Lease through 2046 (including renewal periods). Components of lease expense for the year ended December 31, 2019 include operating lease cost of $23.8 million . 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 December 31, 2019 Operating lease right-of-use assets $ 280,093 Operating lease liabilities 337,956 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) 2020 $ 21,127 2021 24,996 2022 25,015 2023 24,875 2024 24,846 Thereafter 1,332,804 Total future minimum lease payments 1,453,663 Less: Amount of lease payments representing interest (1,115,707 ) Total $ 337,956 |
Debt
Debt | 12 Months Ended |
Dec. 31, 2019 | |
Debt Disclosure [Abstract] | |
DEBT | DEBT Debt consists of the following: December 31, 2019 2018 (in thousands) Senior secured credit facility: Senior secured term loan A facility $ 399,125 $ 470,000 Senior secured term loan B facility 1,304,625 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 4,353,750 4,719,125 Less: Unamortized discount and debt issuance costs (46,396 ) (52,176 ) $ 4,307,354 $ 4,666,949 Operating Partnership credit agreement. At December 31, 2019 , the Operating Partnership senior secured credit facility consisted of a $399 million term loan A facility, a $1.3 billion term loan B facility, and a $1.4 billion revolving credit facility. The revolving and term loan A facilities bear interest of London Inter-bank Offered Rate (“LIBOR”) plus 1.75% to 2.25% determined by reference to a total net leverage ratio pricing grid. The revolving and term loan A facilities will mature in June 2023. The term loan B facility bears interest of LIBOR plus 2.00% and will mature in March 2025. The term loan facilities are subject to amortization of principal in equal quarterly installments of $2.9 million and $4.6 million for the term loan A facility and term loan B facility, respectively, with the balances due at maturity. In November 2019, the Operating Partnership used the proceeds from its equity offering to prepay $65 million on the term loan A facility and $476 million on the term loan B facility, which reflects all scheduled amortization plus additional principal. The Company incurred a $6.2 million loss on retirement of debt as a result of this pay down. As of December 31, 2019 , no amounts were drawn on the revolving credit facility. At December 31, 2019 , the interest rate on the term loan A facility was 3.55% and the interest rate on the term loan B facility was 3.80% . No letters of credit were outstanding under the Operating Partnership senior secured credit facility at December 31, 2019 . See Note 7 for further discussion of the Operating Partnership’s interest rate swap agreements. In connection with the MGP BREIT Venture Transaction, on February 14, 2020, the Operating Partnership amended its senior secured credit facility to, among other things, allow for the transaction to occur, permit the incurrence by the Operating Partnership of a nonrecourse guarantee for debt of the MGP BREIT Venture, and permit the incurrence of a bridge loan facility. As a result of the transaction and the amendment, the Operating Partnership repaid its $1.3 billion outstanding term loan B facility in full with the proceeds of a bridge facility, which was then assumed by the MGP BREIT Venture as partial consideration for the Operating Partnership’s contribution. Additionally, the Operating Partnership used the proceeds from the settlement of the forward equity issuances to pay off the balance of its term loan A facility in full. The credit agreement contains customary representations and warranties, events of default and positive and negative covenants. The revolving credit facility and term loan A facility also require that the Operating Partnership maintain compliance with a maximum senior secured net debt to adjusted total asset ratio, a maximum total net debt to adjusted asset ratio and a minimum interest coverage ratio. The Operating Partnership was in compliance with its financial covenants at December 31, 2019 . The revolving credit facility and the term loan facilities are both guaranteed by each of the Operating Partnership’s existing and subsequently acquired direct and indirect wholly owned material domestic restricted subsidiaries, and secured by a first priority lien security interest on substantially all of the Operating Partnership’s and such restricted subsidiaries’ material assets, including mortgages on its real estate, excluding the real estate assets of MGM National Harbor and Empire City, and subject to other customary exclusions. Bridge Facility. In connection with the Empire City Transaction, the Operating Partnership assumed $246.0 million of indebtedness under a bridge facility from a subsidiary of MGM. The Operating Partnership repaid the bridge facility with a combination of cash on hand and a draw on its revolving credit facility, which was subsequently repaid with proceeds from its offering of its 5.75% senior notes due 2027, as discussed below. 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 will mature on February 1, 2027. Interest on the senior notes is payable on February 1 and August 1 of each year, which commenced on August 1, 2019. Each series of the Operating Partnership’s senior notes are fully and unconditionally guaranteed, jointly and severally, on a senior basis by all of the Operating Partnership’s subsidiaries that guarantee the Operating Partnership’s credit facilities, other than MGP Finance Co-Issuer, Inc., which is a co-issuer of the senior notes. The Operating Partnership may redeem all or part of the senior notes at a redemption price equal to 100% of the principal amount of the senior notes plus, to the extent the Operating Partnership is redeeming senior notes prior to the date that is three months prior to their maturity date, an applicable make whole premium, plus, in each case, accrued and unpaid interest. The indentures governing the senior notes contain customary covenants and events of default. These covenants are subject to a number of important exceptions and qualifications set forth in the applicable indentures governing the senior notes, including, with respect to the restricted payments covenants, the ability to make unlimited restricted payments to maintain the REIT status of MGP. Maturities of debt. Maturities of the principal amount of the Operating Partnership’s debt as of December 31, 2019 are as follows: Year ending December 31, (in thousands) 2020 $ — 2021 — 2022 — 2023 399,125 2024 1,050,000 Thereafter 2,904,625 $ 4,353,750 Fair value of debt. The estimated fair value of the Operating Partnership’s debt was $4.6 billion and $4.5 billion at December 31, 2019 and 2018 , respectively. Fair value was estimated using quoted market prices for the Operating Partnership’s senior notes and senior secured credit facilities. Deferred financing costs. The Operating Partnership recognized non-cash interest expense related to the amortization of deferred financing costs of $12.7 million , $12.0 million and $11.4 million during the years ended December 31, 2019 , 2018 and 2017 , respectively. |
Derivatives and Hedging Activit
Derivatives and Hedging Activities | 12 Months Ended |
Dec. 31, 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, summarized in the tables below, to mitigate the interest rate risk inherent in its senior credit facility. In June 2019, the Operating Partnership entered into interest rate swap agreements, effective November 30, 2021 , that will mature in December 2024 with a combined notional amount of $900 million . The weighted average fixed rate paid under the swap agreements is 1.801% and the variable rate received resets monthly to the one-month LIBOR with no minimum floor. In September 2019, the Operating Partnership entered into an interest rate swap agreement, effective September 6, 2019 , that will mature in December 2024 with a notional amount of $300 million . The fixed rate paid under the swap agreement is 1.158% and the variable rate received resets monthly to the one-month LIBOR with no minimum floor. In September 2019, the Operating Partnership modified and extended certain of its existing interest rate swaps with a combined notional amount of $400 million , effective October 1, 2019 . The weighted average fixed rate paid under the modified swap agreements is 2.252% and the variable rate received resets monthly to the one-month LIBOR with no minimum floor. The maturity date was extended to December 2029 . In connection with the prepayments of $541 million on the Operating Partnership’s senior credit facility discussed in Note 6, as well as in contemplation of the proceeds that will be received upon settlement of the 12.0 million shares under forward purchase agreements discussed in Note 9, the Operating Partnership determined that such debt cash flows were no longer considered probable of occurring. As a result, the Operating Partnership de-designated the corresponding $600 million notional of interest rate swaps and reclassified the loss of $4.9 million reported in accumulated other comprehensive income relating to such notional into earnings. Changes in the fair value of the interest rate swaps that do not qualify for hedge accounting are also reflected in earnings. For the year ended December 31, 2019 , the Operating Partnership recorded a $1.0 million gain relating to such change, which partially offsets the loss recorded at de-designation and is reflected on the accompanying income statement as loss on unhedged interest rate swaps, net. There were no amounts recorded in loss on unhedged interest rate swaps for the years ended December 31, 2018 and 2017. Refer to the chart below for information on the Operating Partnership’s interest rate swaps as of December 31, 2019 : Notional Amount Weighted Average Fixed Rate Fair Value Asset (Liability) Effective Date Maturity Date (in thousands, except percentages) $ 300,000 1.158 % $ 6,529 September 6, 2019 December 31, 2024 $ 600,000 (1) 1.786 % $ (2,736 ) May 3, 2017 November 30, 2021 600,000 1.902 % (4,106 ) May 3, 2017 November 30, 2021 400,000 2.252 % (18,743 ) October 1, 2019 December 31, 2029 900,000 1.801 % (4,915 ) November 30, 2021 December 31, 2024 $ (30,500 ) (1) Do not qualify for hedge accounting. The fair value of interest rate swaps that qualified as cash flow hedges were $6.5 million recorded as an asset with prepaid expenses and other assets and $27.8 million recorded as a liability within accounts payable, accrued expenses and other liabilities, as of December 31, 2019 . The fair value of interest rate swaps that qualified as cash flow hedges were $20.5 million , recorded as an asset with prepaid expenses and other assets and $5.6 million , recorded as a liability within accounts payable, accrued expenses and other liabilities, as of December 31, 2018 . The fair value of interest rate swaps that do not qualify as cash flow hedges was $2.7 million , recorded as a liability within accounts payable, accrued expenses and other liabilities as of December 31, 2019 . These swaps were designated as cash flow hedges as of December 31, 2018 . |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXES The Company elected to be treated as a REIT as defined under Section 856(a) of the Internal Revenue Code of 1986, as amended (the “Code”), commencing with its taxable year ended December 31, 2016. To qualify as a REIT, the Company must meet certain organizational, income, asset and distribution tests. Accordingly, except as described below, the Company will generally not be subject to corporate U.S. federal or state income tax to the extent that it makes qualifying distributions of all of its taxable income to its shareholders and provided it satisfies on a continuing basis, through actual investment and operating results, the REIT requirements, including certain asset, income, distribution and share ownership tests. U.S. federal income tax law generally requires that a REIT distribute annually at least 90% of its REIT taxable income, without regard to the deduction for dividends paid and excluding net capital gains, and that it pays taxes at regular corporate income tax rates to the extent that it annually distributes less than 100% of its taxable income. The Company distributed 100% of its taxable income in the taxable year ended December 31, 2019 and expects to do so in future years. Accordingly, the accompanying combined and consolidated financial statements do not reflect a provision for federal income taxes for its REIT operations; however, the Company is subject to federal, state and local income tax on its TRS operations and may still be subject to federal excise tax, as well as certain state and local income and franchise taxes on its REIT operations. The Company’s TRS owned the real estate assets and operations of Northfield until it liquidated on April 1, 2019. The Company recorded a tax provision of $2.9 million in discontinued operations and a tax benefit of $1.1 million in continuing operations for a total tax provision of $1.8 million related to the operations of the TRS for the year ended December 31, 2019 . On December 22, 2017, the U.S. government enacted comprehensive tax legislation commonly referred to as the Tax Cuts and Jobs Act (the “Tax Act”). The Tax Act made broad and complex changes to the U.S. tax code, including, but not limited to, reducing the U.S. federal corporate tax rate from 35 percent to 21 percent, creating a new limitation on deductible interest expense, and significantly changing the manner in which income from foreign operations are taxed in the U.S. Given that the Company is not subject to corporate U.S. federal income tax to the extent that it makes qualifying distributions of all of its taxable income to its shareholders, changes made by the Tax Act had no impact on the provision for federal income taxes for the year ended December 31, 2017. Consequently, the Company’s accounting for the Tax Act was complete as of December 31, 2017. The MGM-MGP Master Lease 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 combined and consolidated financial statements as if the MGM-MGP Master Lease 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 MGM-MGP Master Lease 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 MGM-MGP Master Lease landlord by a subsidiary of MGM. MGM is responsible for all other taxes reported in the New Jersey consolidated return and, accordingly, the income tax balances related to such taxes are reflected within noncontrolling interest within the accompanying financial statements. No amounts are due to MGM under the tax sharing agreement as of December 31, 2019 or December 31, 2018 . The provision for income taxes on continuing operations is as follows: Year Ended December 31, 2019 2018 2017 (in thousands) Federal: Current $ — $ — $ — Deferred (1,058 ) (1,142 ) — Provision for federal income taxes on continuing operations $ (1,058 ) $ (1,142 ) $ — State: Current $ 7,309 $ 5,746 $ 1,729 Deferred 1,347 1,175 3,177 Provision for state income taxes on continuing operations $ 8,656 $ 6,921 $ 4,906 A reconciliation of the federal income tax statutory rate and the Company’s effective tax rate on income from continuing operations is as follows: Year Ended December 31, 2019 2018 2017 Federal income tax statutory rate 21.0 % 21.0 % 35.0 % Federal valuation allowance — — — Income not subject to federal income tax (21.4 ) (21.5 ) (35.0 ) State taxes 3.2 3.1 2.9 Effective tax rate on income from continuing operations 2.8 % 2.6 % 2.9 % The major tax-effected components of the Company’s net deferred tax liability are as follows: December 31, 2019 2018 (in thousands) Deferred tax asset – federal and state Accruals, reserves and other $ — $ 1,844 Total deferred tax asset $ — $ 1,844 Deferred tax liability – federal and state Real estate investments, net $ (29,909 ) $ (33,466 ) Other intangible assets, net — (2,012 ) Total deferred tax liability (29,909 ) (35,478 ) Net deferred tax liability $ (29,909 ) $ (33,634 ) The Company assesses its tax positions using a two-step process. A tax position is recognized if it meets a “more likely than not” threshold, and is measured at the largest amount of benefit that is greater than 50% likely of being realized. Uncertain tax positions must be reviewed at each balance sheet date. Liabilities recorded as a result of this analysis must generally be recorded separately from any current or deferred income tax accounts. The Company currently has no uncertain tax positions. The Company recognizes accrued interest and penalties related to unrecognized tax benefits in income tax expense. No interest or penalties were recorded for the years ended December 31, 2019 or December 31, 2018 . The Company files income tax returns in the U.S. federal jurisdiction and various state and local jurisdictions. All returns are subject to examination by the relevant taxing authorities as of December 31, 2019 . |
Shareholders' Equity and Partne
Shareholders' Equity and Partners' Capital | 12 Months Ended |
Dec. 31, 2019 | |
Equity [Abstract] | |
SHAREHOLDERS' EQUITY AND PARTNERS' CAPITAL | SHAREHOLDERS’ EQUITY AND PARTNERS’ CAPITAL MGP shareholders . On September 11, 2017, MGP completed an offering of 13.2 million Class A shares representing limited liability company interests in a registered public offering, including 1.7 million Class A shares sold pursuant to the exercise in full by the underwriters of their over-allotment option, for net proceeds of approximately $387.5 million after deducting underwriting discounts and commissions and estimated offering expenses. The net proceeds were contributed to the Operating Partnership in exchange for Operating Partnership units, as discussed below. 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 after deducting underwriting discounts and commissions. On April 30, 2019, the Company entered into an “at-the-market-offering” (“ATM”) program to offer and sell up to an aggregate sales price of $300 million Class A shares through sales agents at prevailing market prices or agreed-upon prices. During the year ended December 31, 2019 , the Company issued 5.3 million Class A shares under the program for net proceeds of approximately $161.0 million . Subsequent to December 31, 2019, on February 12, 2020, the Company received net proceeds of approximately $18.7 million for 0.6 million of forward shares settled under the ATM program. On November 22, 2019, the Company completed an offering of 30.0 million Class A shares in a registered public offering. The offering consisted of 18.0 million shares sold directly to the underwriters at closing for net proceeds of approximately $540.6 million after deducting underwriting discounts and commissions and 12.0 million shares sold under forward purchase agreements, which will settle no later than nine months following the completion of the offering. The forward shares will settle in exchange for cash proceeds per share equal to the applicable forward sale price, which will initially be the public offering price less the underwriting discount and will be subject to certain adjustments as provided in the forward sale agreements. Subsequent to December 31, 2019 , on February 11 through February 13, 2020, the Company received net proceeds of approximately $355.9 million for 12.0 million of forward shares settled. Subsequent to December 31, 2019, on February 14, 2020, in connection with the MGP BREIT Venture Transaction, the Company completed a registered sale of 4.9 million Class A shares to BREIT for proceeds of $150.0 million . Operating Partnership capital and noncontrolling interest ownership transactions. The following discloses the effects of changes in the Company’s ownership percentage interest in its subsidiary, the Operating Partnership, on the Class A shareholders’ equity: For the years ended 2019 2018 2017 (in thousands) Net income attributable to MGM Growth Properties $ 90,260 $ 67,065 $ 41,775 Transfers from/(to) noncontrolling interest: Empire City MGP transaction 23,745 — — MGP Class A share issuances 1,049,582 — 326,485 Park MGM transaction 2,496 — — Northfield OpCo transaction (27,439 ) — — National Harbor Transaction — — 19,383 Other 1,183 237 3,023 Net transfers from/(to) noncontrolling interest 1,049,567 237 348,891 Change from net income attributable to MGM Growth Properties and transfers to noncontrolling interest $ 1,139,827 $ 67,302 $ 390,666 MGP Class A share issuances . On September 11, 2017, in connection with the Company’s registered offering of Class A shares, the Operating Partnership issued 13.2 million Operating Partnership units to the Company and MGP’s indirect ownership percentage in the Operating Partnership increased from 23.7% to 27.7% . MGM National Harbor Transaction . On October 5, 2017, in connection with the MGM National Harbor Transaction, the Operating Partnership issued 9.8 million Operating Partnership units to a subsidiary of MGM and MGP’s indirect ownership percentage in the Operating Partnership decreased from 27.7% to 26.7% . Empire City Transaction. 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 and MGP’s indirect ownership percentage in the Operating Partnership decreased from 26.7% to 25.4% . MGP Class A share issuance - January 2019. 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 and MGP’s indirect ownership percentage in the Operating Partnership increased from 25.4% to 30.3% . Park MGM Transaction. 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 and MGP’s indirect ownership percentage in the Operating Partnership decreased from 30.3% to 30.2% . Northfield OpCo Transaction. On April 1, 2019, in connection with the Northfield OpCo Transaction, 9.4 million Operating Partnership units were ultimately redeemed by the Operating Partnership and MGP’s indirect ownership percentage in the Operating Partnership increased from 30.2% to 31.2% . MGP Class A share issuance - November 2019. On November 22, 2019, in connection with the Company’s registered offering of Class A shares, the Operating Partnership issued 18.0 million Operating Partnership units to the Company. As a result of this transaction, MGP’s indirect ownership percentage in the Operating Partnership increased to 36.3% . Subsequent to December 31, 2019 , in connection with the issuance of 12.0 million Class A shares by the Company under the forward sales agreements on February 11 through February 13, 2020, 12.0 million Operating Partnership units were issued to the Company by the Operating Partnership on a one-to-one basis with the number of Class A shares issued by the Company in such sales. MGP Class A share issuance - ATM Program. During the year ended December 31, 2019 , in connection with the Company’s issuance of Class A shares under the ATM program, the Operating Partnership issued 5.3 million Operating Partnership units to the Company. Subsequent to the collective issuances, and as of December 31, 2019 , the ownership percentage in the Operating Partnership was 36.3% . Subsequent to December 31, 2019, on February 12, 2020, in connection with the Company’s settlement of 0.6 million of forward shares issued under the ATM program, the Operating Partnership issued 0.6 million Operating Partnership units to the Company. MGP Class A share issuance - BREIT. Subsequent to December 31, 2019, on February 14, 2020, in connection with the Company’s registered sale of Class A shares to BREIT, the Operating Partnership issued 4.9 million Operating Partnership units to the Company. MGP BREIT Venture Transaction. Subsequent to December 31, 2019, on February 14, 2020, in connection with the MGP BREIT Venture Transaction, the Operating Partnership issued 2.6 million Operating Partnership units to MGM. 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 consolidated statement of shareholders’ equity. The following table summarizes the changes in accumulated other comprehensive income: Cash Flow Hedges Other Total (in thousands) Balance at January 1, 2017 $ 445 $ — $ 445 Other comprehensive income before reclassifications 566 — 566 Amounts reclassified from accumulated other comprehensive income to interest expense 9,216 — 9,216 Other comprehensive income (loss) 9,782 — 9,782 Other changes in accumulated other comprehensive income: National Harbor transaction — 11 11 Class A share issuances — (109 ) (109 ) Changes in accumulated other comprehensive income: — (98 ) (98 ) Less: Other comprehensive income attributable to noncontrolling interest (7,021 ) — (7,021 ) Balance at December 31, 2017 3,206 (98 ) 3,108 Other comprehensive income before reclassifications 5,258 — 5,258 Amounts reclassified from accumulated other comprehensive income to interest expense (1,130 ) — (1,130 ) Other comprehensive income 4,128 — 4,128 Less: Other comprehensive income attributable to noncontrolling interest (3,028 ) — (3,028 ) Balance at December 31, 2018 4,306 (98 ) 4,208 Other comprehensive loss before reclassifications (34,476 ) — (34,476 ) Amounts reclassified from accumulated other comprehensive income to interest expense (5,599 ) — (5,599 ) Amounts reclassified from accumulated other comprehensive income to loss on unhedged interest rate swaps 4,877 — 4,877 Other comprehensive loss (35,198 ) — (35,198 ) Other changes in accumulated other comprehensive income: Empire City Transaction — (195 ) (195 ) Class A share issuances — (1,512 ) (1,512 ) Park MGM Transaction — (16 ) (16 ) Northfield OpCo Disposition — 2 2 Changes in accumulated other comprehensive income: (35,198 ) (1,721 ) (36,919 ) Less: Other comprehensive loss attributable to noncontrolling interest 25,666 — 25,666 Balance at December 31, 2019 $ (5,226 ) $ (1,819 ) $ (7,045 ) MGP dividends and Operating Partnership distributions. The Operating Partnership declares and pays distributions. MGP pays its dividends with the receipt of its share of the Operating Partnership’s distributions. 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. For the period from January 1, 2019 through December 31, 2019 our dividend per Class A share attributable to 2019 was $1.8500 , characterized as $1.6134 ordinary dividends and $0.2366 non-dividend distributions. For the period from January 1, 2018 through December 31, 2018 our dividend per Class A share attributable to 2018 was $1.7075 , characterized as $1.2669 ordinary dividends and $0.4406 non-dividend distributions. For the period from January 1, 2017 through December 31, 2017 our dividend per Class A share attributable to 2017 was $1.5297 , characterized as $1.1542 ordinary dividends and $0.3755 non-dividend distributions. |
Net Income Per Class A Share
Net Income Per Class A Share | 12 Months Ended |
Dec. 31, 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 attributable to Class A shares, weighted average Class A shares outstanding and the effect of dilutive securities outstanding are presented for each period. 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. Years ended 2019 2018 2017 (in thousands, except share amounts) Numerator: Income from continuing operations, net of tax $ 259,349 $ 214,139 $ 165,990 Income from continuing operations attributable to noncontrolling interest (173,871 ) (155,220 ) (124,215 ) Income from continuing operations attributable to Class A shares - basic and diluted 85,478 58,919 41,775 Income from discontinued operations, net of tax 16,216 30,563 — Income from discontinued operations attributable to noncontrolling interest (11,434 ) (22,417 ) — Income from discontinued operations attributable to Class A shares - basic and diluted 4,782 8,146 — Net income attributable to Class A shares - basic and diluted $ 90,260 $ 67,065 $ 41,775 Denominator: Weighted average Class A shares outstanding (1) - basic 93,046,859 70,997,589 61,733,136 Effect of dilutive shares for diluted net income per Class A share (2) 252,374 188,085 183,410 Weighted average Class A shares outstanding (1) - diluted 93,299,233 71,185,674 61,916,546 (1) Includes weighted average deferred share units granted to certain members of the board of directors. (2) Less than 0.1 million shares related to outstanding share-based compensation awards were excluded due to being antidilutive for the year ended December 31, 2019. No shares related to outstanding share-based compensation awards were excluded due to being antidilutive for the years ended December 31, 2018 and 2017. (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. Net income attributable to Operating Partnership units, weighted average Operating Partnership units outstanding and the effect of dilutive securities outstanding are presented for each period. Years ended 2019 2018 2017 (in thousands, except share amounts) Numerator: Income from continuing operations, net of tax $ 259,349 $ 214,139 $ 165,990 Income from discontinued operations, net of tax 16,216 30,563 — Net income - basic and diluted $ 275,565 $ 244,702 $ 165,990 Denominator: Weighted average Operating Partnership units outstanding (1) - basic 293,884,939 266,131,712 249,451,258 Effect of dilutive shares for diluted net income per Operating Partnership unit (2) 252,374 188,085 183,410 Weighted average Operating Partnership units outstanding (1) - diluted 294,137,313 266,319,797 249,634,668 (1) Includes weighted average deferred share units granted to certain members of the Board of Directors. (2) Less than 0.1 million shares related to outstanding share-based compensation awards were excluded due to being antidilutive for the year ended December 31, 2019. No shares related to outstanding share-based compensation awards were excluded due to being antidilutive for the years ended December 31, 2018 and 2017. |
Net Income Per Operating Partne
Net Income Per Operating Partnership Unit | 12 Months Ended |
Dec. 31, 2019 | |
Earnings Per Share [Abstract] | |
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 attributable to Class A shares, weighted average Class A shares outstanding and the effect of dilutive securities outstanding are presented for each period. 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. Years ended 2019 2018 2017 (in thousands, except share amounts) Numerator: Income from continuing operations, net of tax $ 259,349 $ 214,139 $ 165,990 Income from continuing operations attributable to noncontrolling interest (173,871 ) (155,220 ) (124,215 ) Income from continuing operations attributable to Class A shares - basic and diluted 85,478 58,919 41,775 Income from discontinued operations, net of tax 16,216 30,563 — Income from discontinued operations attributable to noncontrolling interest (11,434 ) (22,417 ) — Income from discontinued operations attributable to Class A shares - basic and diluted 4,782 8,146 — Net income attributable to Class A shares - basic and diluted $ 90,260 $ 67,065 $ 41,775 Denominator: Weighted average Class A shares outstanding (1) - basic 93,046,859 70,997,589 61,733,136 Effect of dilutive shares for diluted net income per Class A share (2) 252,374 188,085 183,410 Weighted average Class A shares outstanding (1) - diluted 93,299,233 71,185,674 61,916,546 (1) Includes weighted average deferred share units granted to certain members of the board of directors. (2) Less than 0.1 million shares related to outstanding share-based compensation awards were excluded due to being antidilutive for the year ended December 31, 2019. No shares related to outstanding share-based compensation awards were excluded due to being antidilutive for the years ended December 31, 2018 and 2017. (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. Net income attributable to Operating Partnership units, weighted average Operating Partnership units outstanding and the effect of dilutive securities outstanding are presented for each period. Years ended 2019 2018 2017 (in thousands, except share amounts) Numerator: Income from continuing operations, net of tax $ 259,349 $ 214,139 $ 165,990 Income from discontinued operations, net of tax 16,216 30,563 — Net income - basic and diluted $ 275,565 $ 244,702 $ 165,990 Denominator: Weighted average Operating Partnership units outstanding (1) - basic 293,884,939 266,131,712 249,451,258 Effect of dilutive shares for diluted net income per Operating Partnership unit (2) 252,374 188,085 183,410 Weighted average Operating Partnership units outstanding (1) - diluted 294,137,313 266,319,797 249,634,668 (1) Includes weighted average deferred share units granted to certain members of the Board of Directors. (2) Less than 0.1 million shares related to outstanding share-based compensation awards were excluded due to being antidilutive for the year ended December 31, 2019. No shares related to outstanding share-based compensation awards were excluded due to being antidilutive for the years ended December 31, 2018 and 2017. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 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. |
Consolidating Financial Informa
Consolidating Financial Information | 12 Months Ended |
Dec. 31, 2019 | |
Condensed Financial Information Disclosure [Abstract] | |
CONSOLIDATING FINANCIAL INFORMATION | CONSOLIDATING FINANCIAL INFORMATION The Operating Partnership’s senior notes were co-issued by the Operating Partnership and 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., MGP Yonkers Realty Sub, LLC, and YRL Associates, L.P., 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 financial information for the subsidiary guarantors as of December 31, 2019 and 2018 and for the years ended December 31, 2019 , 2018 and 2017 are presented below. MGP Yonkers Realty Sub, LLC and YRL Associates, L.P. previously guaranteed the Operating Partnership’s senior notes and, accordingly, the balance sheet information and income statement information of such subsidiaries were previously presented within “Guarantor Subsidiaries” within the table below. As of December 31, 2019, such subsidiaries no longer guarantee the Operating Partnership’s senior notes and are now reflected as “Non-Guarantor Subsidiaries” within the chart below for all periods presented from the date of acquisition of such subsidiaries in January 2019 through December 31, 2019. 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 December 31, 2019 Operating Guarantor Non-Guarantor Partnership Co-Issuer Subsidiaries Subsidiaries Eliminations Consolidated (in thousands) Real estate investments, net $ 485 $ — $ 10,225,760 $ 601,727 $ — $ 10,827,972 Lease incentive asset — — 527,181 — — 527,181 Cash and cash equivalents 202,101 — — — — 202,101 Tenant and other receivables, net 566 — — — — 566 Intercompany 933,484 — — — (933,484 ) — Prepaid expenses and other assets 18,102 — 12,817 — — 30,919 Investments in subsidiaries 10,278,027 — 601,727 — (10,879,754 ) — Above market lease, asset — — 41,440 — — 41,440 Operating lease right-of-use assets 445 — 279,648 — — 280,093 Total assets $ 11,433,210 $ — $ 11,688,573 $ 601,727 $ (11,813,238 ) $ 11,910,272 Debt, net 4,307,354 — — — — 4,307,354 Due to MGM Resorts International and affiliates 774 — — — — 774 Intercompany — — 933,484 — (933,484 ) — Accounts payable, accrued expenses and other liabilities 36,347 — 1,074 — — 37,421 Above market lease, liability — — — — — — Accrued interest 42,904 — — — — 42,904 Distribution payable 147,349 — — — — 147,349 Deferred revenue — — 108,593 — — 108,593 Deferred income taxes, net — — 29,909 — — 29,909 Operating lease liabilities 470 — 337,486 — — 337,956 Total liabilities 4,535,198 — 1,410,546 — (933,484 ) 5,012,260 General partner — — — — — Limited partners 6,898,012 — 10,278,027 601,727 (10,879,754 ) 6,898,012 Total partners' capital 6,898,012 — 10,278,027 601,727 (10,879,754 ) 6,898,012 Total liabilities and partners’ capital $ 11,433,210 $ — $ 11,688,573 $ 601,727 $ (11,813,238 ) $ 11,910,272 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 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 Year Ended December 31, 2019 Operating Guarantor Non-Guarantor Partnership Co-Issuer Subsidiaries Subsidiaries Eliminations Consolidated (in thousands) Revenues Rental revenue $ — $ — $ 856,421 $ — $ — $ 856,421 Tenant reimbursements and other — — 24,657 — — 24,657 Total revenues — — 881,078 — — 881,078 Expenses Depreciation 87 — 271,345 23,273 — 294,705 Property transactions, net — — 10,844 — — 10,844 Ground lease and other reimbursable expenses — — 23,681 — — 23,681 Acquisition-related expenses 10,165 — — — — 10,165 General and administrative 16,516 — — — — 16,516 Total expenses 26,768 — 305,870 23,273 — 355,911 Equity in earnings of subsidiaries 556,911 — (23,273 ) — (533,638 ) — Other income (expense) Interest income 8,836 — — — (5,617 ) 3,219 Interest expense (249,944 ) — (5,617 ) — 5,617 (249,944 ) Loss on unhedged interest rate swaps, net (3,880 ) — — — — (3,880 ) Other (7,615 ) — — — — (7,615 ) (252,603 ) — (5,617 ) — — (258,220 ) Income from continuing operations before income taxes 277,540 — 546,318 (23,273 ) (533,638 ) 266,947 Provision for income taxes (1,975 ) — (5,623 ) — — (7,598 ) Income from continuing operations, net of tax 275,565 — 540,695 (23,273 ) (533,638 ) 259,349 Income from discontinued operations, net of tax — — 16,216 — — 16,216 Net income $ 275,565 $ — $ 556,911 $ (23,273 ) $ (533,638 ) $ 275,565 Other comprehensive income Net income $ 275,565 $ — $ 556,911 $ (23,273 ) $ (533,638 ) $ 275,565 Other comprehensive loss (35,198 ) — — — — (35,198 ) Comprehensive income $ 240,367 $ — $ 556,911 $ (23,273 ) $ (533,638 ) $ 240,367 CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME INFORMATION Year Ended December 31, 2018 Operating Guarantor Partnership Co-Issuer Subsidiaries Eliminations Consolidated (in thousands) Revenues Rental revenue $ — $ — $ 746,253 $ — $ 746,253 Tenant reimbursements and other — — 123,242 — 123,242 Total revenues — — 869,495 — 869,495 Expenses Depreciation 108 — 266,514 — 266,622 Property transactions, net — — 20,319 — 20,319 Ground lease and other reimbursable expenses — — 119,531 — 119,531 Amortization of above market lease, net — — 686 — 686 Acquisition-related expenses 6,149 — — — 6,149 General and administrative 16,048 — — — 16,048 Total expenses 22,305 — 407,050 — 429,355 Equity in earnings of subsidiaries 476,353 — — (476,353 ) — Other income (expense) Interest income 13,377 — — (10,876 ) 2,501 Interest expense (215,532 ) — (10,876 ) 10,876 (215,532 ) Other (7,191 ) — — — (7,191 ) (209,346 ) — (10,876 ) — (220,222 ) Income from continuing operations before income taxes 244,702 — 451,569 (476,353 ) 219,918 Provision for income taxes — — (5,779 ) — (5,779 ) Income from continuing operations, net of tax 244,702 — 445,790 (476,353 ) 214,139 Income from discontinued operations, net of tax — — 30,563 — 30,563 Net income $ 244,702 $ — $ 476,353 $ (476,353 ) $ 244,702 Other comprehensive income Net income $ 244,702 $ — $ 476,353 $ (476,353 ) $ 244,702 Other comprehensive income 4,128 — — — 4,128 Comprehensive income $ 248,830 $ — $ 476,353 $ (476,353 ) $ 248,830 CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME INFORMATION Year Ended December 31, 2017 Operating Guarantor Partnership Co-Issuer Subsidiaries Eliminations Consolidated (in thousands) Revenues Rental revenue $ — $ — $ 675,089 $ — $ 675,089 Tenant reimbursements and other — — 90,606 — 90,606 Total revenues — — 765,695 — 765,695 Expenses Depreciation — — 260,455 — 260,455 Property transactions, net — — 34,022 — 34,022 Ground lease and other reimbursable expenses — — 88,254 — 88,254 Amortization of above market lease, net — — 686 — 686 Acquisition-related expenses 17,304 — — — 17,304 General and administrative 12,189 — — — 12,189 Total expenses 29,493 — 383,417 — 412,910 Equity in earnings of subsidiaries 377,372 — — (377,372 ) — Other income (expense) Interest income 3,907 — — — 3,907 Interest expense (184,175 ) — — — (184,175 ) Other (1,621 ) — — — (1,621 ) (181,889 ) — — — (181,889 ) Income before income taxes 165,990 — 382,278 (377,372 ) 170,896 Provision for income taxes — — (4,906 ) — (4,906 ) Net income $ 165,990 $ — $ 377,372 $ (377,372 ) $ 165,990 Other comprehensive income Net income $ 165,990 $ — $ 377,372 $ (377,372 ) $ 165,990 Other comprehensive income 9,782 — — — 9,782 Comprehensive income $ 175,772 $ — $ 377,372 $ (377,372 ) $ 175,772 CONSOLIDATING STATEMENT OF CASH FLOWS INFORMATION Year Ended December 31, 2019 Operating Guarantor Non-Guarantor Partnership Co-Issuer Subsidiaries Subsidiaries Eliminations Consolidated (in thousands) Cash flows from operating activities Net cash provided by (used in) operating activities - continuing operations $ (813,522 ) $ — $ 914,228 $ — $ — $ 100,706 Cash flows from investing activities Proceeds from Northfield OpCo Transaction 3,779 — — — — 3,779 Net cash provided by investing activities - continuing operations 3,779 — — — — 3,779 Cash flows from financing activities Net repayments under bank credit facility (1,115,375 ) — — — — (1,115,375 ) Proceeds from issuance of debt 750,000 — — — — 750,000 Deferred financing costs (9,983 ) — — — — (9,983 ) Repayment of assumed debt and bridge facilities (245,950 ) — — — — (245,950 ) Proceeds from issuance of Class A shares, net 1,250,006 — — — — 1,250,006 Distributions paid (533,735 ) — — — — (533,735 ) Cash received by Parent on behalf of Guarantor Subsidiaries, net 914,228 — (914,228 ) — — — Other (1,342 ) — — — — (1,342 ) Net cash provided by (used in) financing activities - continuing operations 1,007,849 — (914,228 ) — — 93,621 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 198,106 — — — — 198,106 Balance, beginning of period 3,995 — — — — 3,995 Balance, end of period $ 202,101 $ — $ — $ — $ — $ 202,101 CONSOLIDATING STATEMENT OF CASH FLOWS INFORMATION Year Ended December 31, 2018 Operating Guarantor Partnership Co-Issuer Subsidiaries Eliminations Consolidated (in thousands) Cash flows from operating activities Net cash provided by (used in) operating activities - continuing operations $ (210,132 ) $ — $ 766,933 $ — $ 556,801 Cash flows from investing activities Capital expenditures for property and equipment (192 ) — — — (192 ) Acquisition of Northfield (1,068,336 ) — — — (1,068,336 ) Net cash used in investing activities (1,068,528 ) — — — (1,068,528 ) Cash flows from financing activities Net borrowings under bank credit facility 727,750 — — — 727,750 Deferred financing costs (17,490 ) — — — (17,490 ) Distributions paid (454,260 ) — — — (454,260 ) Cash received by Parent on behalf of Guarantor Subsidiaries, net 766,933 — (766,933 ) — — Net cash provided by (used in) financing activities 1,022,933 — (766,933 ) — 256,000 Cash flows from discontinued operations, net Cash flows provided by operating activities, net — — 23,406 — 23,406 Cash flows provided by investing activities, net — — 32,416 — 32,416 Cash flows provided by financing activities, net — — — — — Net cash provided by discontinued operations — — 55,822 — 55,822 Change in cash and cash equivalents classified as assets held for sale — — 55,822 — 55,822 Cash and cash equivalents Net decrease for the period (255,727 ) — — — (255,727 ) Balance, beginning of period 259,722 — — — 259,722 Balance, end of period $ 3,995 $ — $ — $ — $ 3,995 CONSOLIDATING STATEMENT OF CASH FLOWS INFORMATION Year Ended December 31, 2017 Operating Guarantor Partnership Co-Issuer Subsidiaries Eliminations Consolidated (in thousands) Cash flows from operating activities Net cash provided by (used in) operating activities $ (198,925 ) $ — $ 681,503 $ — $ 482,578 Cash flows from investing activities Capital expenditures for property and equipment (488 ) — — — (488 ) MGM National Harbor transaction (462,500 ) — — — (462,500 ) Net cash used in investing activities (462,988 ) — — — (462,988 ) Cash flows from financing activities Net repayments under bank credit facility (41,875 ) — — — (41,875 ) Proceeds from issuance of debt 350,000 — — — 350,000 Deferred financing costs (5,598 ) — — — (5,598 ) Repayment of assumed debt and bridge facilities (425,000 ) — — — (425,000 ) Proceeds from purchase of Operating Partnership units by MGP 387,548 — — — 387,548 Distributions paid (385,435 ) — — — (385,435 ) Cash received by Parent on behalf of Guarantor Subsidiaries, net 681,503 — (681,503 ) — — Net cash provided by (used in) financing activities 561,143 — (681,503 ) — (120,360 ) Cash and cash equivalents Net decrease for the period (100,770 ) — — — (100,770 ) Balance, beginning of period 360,492 — — — 360,492 Balance, end of period $ 259,722 $ — $ — $ — $ 259,722 |
MGP Selected Quarterly Financia
MGP Selected Quarterly Financial Results (Unaudited) | 12 Months Ended |
Dec. 31, 2019 | |
Quarterly Financial Information Disclosure [Abstract] | |
MGP SELECTED QUARTERLY FINANCIAL RESULTS (UNAUDITED) | MGP SELECTED QUARTERLY FINANCIAL RESULTS (UNAUDITED) Quarter First Second Third Fourth Total (in thousands, except per share data) 2019 Revenues $ 203,423 $ 225,759 $ 226,011 $ 225,885 $ 881,078 Net income 66,364 67,769 68,553 72,879 275,565 Net income attributable to Class A shareholders 19,955 21,858 22,515 25,932 90,260 Net income per Class A share (basic) $ 0.24 $ 0.24 $ 0.24 $ 0.25 $ 0.97 Net income per Class A share (diluted) $ 0.24 $ 0.24 $ 0.24 $ 0.25 $ 0.97 2018 Revenues $ 215,839 $ 220,390 $ 216,659 $ 216,607 $ 869,495 Net income 58,169 48,059 69,923 68,551 244,702 Net income attributable to Class A shareholders 15,830 13,146 19,484 18,605 67,065 Net income per Class A share (basic) $ 0.22 $ 0.19 $ 0.27 $ 0.26 $ 0.94 Net income per Class A share (diluted) $ 0.22 $ 0.18 $ 0.27 $ 0.26 $ 0.94 Revenues for the first quarter of 2019 have been recast to exclude revenues from discontinued operations of $67.8 million . Because net income per Class A share amounts are calculated using the weighted average number of basic and dilutive Class A shares outstanding during each quarter, the sum of the per share amounts for the four quarters does not equal the total net income per Class A share amounts for the year. The following sections list certain items affecting comparability of quarterly and year-to-date results and related per share amounts. Additional information related to these items is included elsewhere in the notes to the accompanying financial statements. Refer to Note 1, Note 3, Note 5, Note 6 and Note 9 for discussion of items affecting comparability of the above table, which primarily include acquisitions, equity offerings, debt activity and amendments to the MGM-MGP Master Lease. Quarter First Second Third Fourth Total (in thousands, except per unit data) 2019 Revenues $ 203,423 $ 225,759 $ 226,011 $ 225,885 $ 881,078 Net income 66,364 67,769 68,553 72,879 275,565 Net income per Operating Partnership unit (basic) $ 0.23 $ 0.23 $ 0.23 $ 0.24 $ 0.94 Net income per Operating Partnership unit (diluted) $ 0.23 $ 0.23 $ 0.23 $ 0.24 $ 0.94 2018 Revenues $ 215,839 $ 220,390 $ 216,659 $ 216,607 $ 869,495 Net income 58,169 48,059 69,923 68,551 244,702 Net income per Operating Partnership unit (basic) $ 0.22 $ 0.18 $ 0.26 $ 0.26 $ 0.92 Net income per Operating Partnership unit (diluted) $ 0.22 $ 0.18 $ 0.26 $ 0.26 $ 0.92 Revenues for the first quarter of 2019 have been recast to exclude revenues from discontinued operations of $67.8 million . Refer to Note 1, Note 3, Note 5, Note 6 and Note 9 for discussion of items affecting comparability of the above table, which primarily include acquisitions, equity offerings, debt activity and amendments to the MGM-MGP Master Lease. |
Operating Partnership Selected
Operating Partnership Selected Quarterly Financial Results (Unaudited) | 12 Months Ended |
Dec. 31, 2019 | |
Quarterly Financial Information Disclosure [Abstract] | |
OPERATING PARTNERSHIP SELECTED QUARTERLY FINANCIAL RESULTS (UNAUDITED) | MGP SELECTED QUARTERLY FINANCIAL RESULTS (UNAUDITED) Quarter First Second Third Fourth Total (in thousands, except per share data) 2019 Revenues $ 203,423 $ 225,759 $ 226,011 $ 225,885 $ 881,078 Net income 66,364 67,769 68,553 72,879 275,565 Net income attributable to Class A shareholders 19,955 21,858 22,515 25,932 90,260 Net income per Class A share (basic) $ 0.24 $ 0.24 $ 0.24 $ 0.25 $ 0.97 Net income per Class A share (diluted) $ 0.24 $ 0.24 $ 0.24 $ 0.25 $ 0.97 2018 Revenues $ 215,839 $ 220,390 $ 216,659 $ 216,607 $ 869,495 Net income 58,169 48,059 69,923 68,551 244,702 Net income attributable to Class A shareholders 15,830 13,146 19,484 18,605 67,065 Net income per Class A share (basic) $ 0.22 $ 0.19 $ 0.27 $ 0.26 $ 0.94 Net income per Class A share (diluted) $ 0.22 $ 0.18 $ 0.27 $ 0.26 $ 0.94 Revenues for the first quarter of 2019 have been recast to exclude revenues from discontinued operations of $67.8 million . Because net income per Class A share amounts are calculated using the weighted average number of basic and dilutive Class A shares outstanding during each quarter, the sum of the per share amounts for the four quarters does not equal the total net income per Class A share amounts for the year. The following sections list certain items affecting comparability of quarterly and year-to-date results and related per share amounts. Additional information related to these items is included elsewhere in the notes to the accompanying financial statements. Refer to Note 1, Note 3, Note 5, Note 6 and Note 9 for discussion of items affecting comparability of the above table, which primarily include acquisitions, equity offerings, debt activity and amendments to the MGM-MGP Master Lease. Quarter First Second Third Fourth Total (in thousands, except per unit data) 2019 Revenues $ 203,423 $ 225,759 $ 226,011 $ 225,885 $ 881,078 Net income 66,364 67,769 68,553 72,879 275,565 Net income per Operating Partnership unit (basic) $ 0.23 $ 0.23 $ 0.23 $ 0.24 $ 0.94 Net income per Operating Partnership unit (diluted) $ 0.23 $ 0.23 $ 0.23 $ 0.24 $ 0.94 2018 Revenues $ 215,839 $ 220,390 $ 216,659 $ 216,607 $ 869,495 Net income 58,169 48,059 69,923 68,551 244,702 Net income per Operating Partnership unit (basic) $ 0.22 $ 0.18 $ 0.26 $ 0.26 $ 0.92 Net income per Operating Partnership unit (diluted) $ 0.22 $ 0.18 $ 0.26 $ 0.26 $ 0.92 Revenues for the first quarter of 2019 have been recast to exclude revenues from discontinued operations of $67.8 million . Refer to Note 1, Note 3, Note 5, Note 6 and Note 9 for discussion of items affecting comparability of the above table, which primarily include acquisitions, equity offerings, debt activity and amendments to the MGM-MGP Master Lease. |
Schedule III - Real Estate and
Schedule III - Real Estate and Accumulated Depreciation | 12 Months Ended |
Dec. 31, 2019 | |
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation Disclosure [Abstract] | |
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION | SCHEDULE III — REAL ESTATE AND ACCUMULATED DEPRECIATION (in thousands) December 31, 2019 Acquisition Costs (a) Costs Capitalized Subsequent to Acquisition Gross Amount (b) Property (c) Encumbrances Land Building, Improvements and Other Land Building, Improvements and Other Land Building, Improvements and Other Total Accumulated Depreciation Year Acquired (d) Useful Life Investment Properties: New York-New York (f) e $ 183,010 $ 585,354 $ — $ — $ 183,010 $ 584,545 $ 767,555 $ (327,521 ) 2016 g The Mirage e 1,017,562 760,222 — — 1,017,562 746,711 1,764,273 (514,770 ) 2016 g Mandalay Bay e 1,199,785 1,882,381 — — 1,199,785 1,864,080 3,063,865 (781,075 ) 2016 g Luxor e 440,685 710,796 — — 440,685 701,918 1,142,603 (372,752 ) 2016 g Excalibur e 814,805 342,685 — 43,945 814,805 383,737 1,198,542 (156,945 ) 2016 g Park MGM e 291,035 376,625 — 103,406 291,035 324,764 615,799 (98,499 ) 2016 g Beau Rivage e 104,945 561,457 — — 104,945 551,403 656,348 (268,488 ) 2016 g MGM Grand Detroit e 52,509 597,324 — — 52,509 597,350 649,859 (192,137 ) 2016 g Gold Strike Tunica e 3,609 179,146 — — 3,609 178,495 182,104 (93,110 ) 2016 g Borgata e 35,568 1,264,432 — — 35,568 1,250,944 1,286,512 (121,315 ) 2016 g MGM National Harbor — — 1,183,909 — — — 1,205,531 1,205,531 (125,549 ) 2017 g MGM Northfield Park e 392,500 376,842 — — 392,500 373,324 765,824 (20,895 ) 2018 g Empire City — 95,000 530,000 — — 95,000 530,000 625,000 (23,273 ) 2019 g 4,631,013 9,351,173 — 147,351 4,631,013 9,292,802 13,923,815 (3,096,329 ) Corporate Property: MGP Corporate Office — 488 — 192 — 681 681 (195 ) 2017 g $ 4,631,013 $ 9,351,661 $ — $ 147,543 $ 4,631,013 $ 9,293,483 $ 13,924,496 $ (3,096,524 ) (a) Represents the net carrying value of the properties acquired in April 2016 and the real estate assets of Borgata, MGM National Harbor, MGM Northfield Park and Empire City on their respective acquisition dates by the Operating Partnership. (b) The aggregate cost of land, buildings and improvements for federal income tax purposes is approximately $10.2 billion . (c) All of the properties are large-scale destination entertainment and gaming-related properties, with the exception of MGP Corporate Office. See “Item 1 — Business — Our Properties” for additional detail about our properties. (d) We have omitted the date of construction of our properties on the basis that compiling this disclosure on a site-by-site basis would be impracticable because the majority of the real estate assets were constructed by other companies that were later acquired by MGM and then ultimately acquired by MGP in April 2016. (e) The assets comprising these Properties collectively secure the entire amount of the Operating Partnership’s senior secured credit facility. (f) Includes The Park dining and entertainment district. (g) Depreciation is computed based on the following estimated useful lives: Buildings and building improvements 20 to 40 years Land improvements 10 to 20 years Fixtures and integral equipment 3 to 20 years Reconciliation of Real Estate 2019 2018 2017 Balance at beginning of year $ 13,318,334 $ 12,655,847 $ 11,468,170 Additions (1) 625,000 788,850 1,273,776 Dispositions and write-offs (27,377 ) (105,646 ) (86,905 ) Other 8,539 (20,717 ) 806 Balance at end of year $ 13,924,496 $ 13,318,334 $ 12,655,847 (1) 2019 includes $625.0 million resulting from the Operating Partnership’s acquisition of the real estate assets of Empire City. 2018 includes $769.3 million resulting from the Operating Partnership’s acquisition of the real estate assets of MGM Northfield Park. 2017 includes $1.2 billion resulting from the Operating Partnership’s acquisition of MGM National Harbor from MGM. See Note 3 for additional details. Reconciliation of Accumulated Depreciation 2019 2018 2017 Balance at beginning of year $ (2,812,205 ) $ (2,633,909 ) $ (2,388,492 ) Depreciation expense (294,705 ) (266,622 ) (260,455 ) Dispositions and write-offs 16,533 85,327 52,883 Other (6,147 ) 2,999 (37,845 ) Balance at end of year $ (3,096,524 ) $ (2,812,205 ) $ (2,633,909 ) |
Basis of Presentation and Sum_2
Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Basis of presentation | Basis of presentation. The accompanying consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) 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”). |
Reclassification | Certain reclassifications have been made to conform the prior period presentation. |
Principles of consolidation | Principles of consolidation. The Company identifies entities for which control is achieved through means other than voting rights and to determine which business enterprise is the primary beneficiary of variable interest entities (“VIE”). A VIE is an entity in which either (i) the equity investors as a group, if any, lack the power through voting or similar rights to direct the activities of such entity that most significantly impact such entity’s economic performance or (ii) the equity investment at risk is insufficient to finance that entity’s activities without additional subordinated financial support. The Company identifies the primary beneficiary of a VIE as the enterprise that has both of the following characteristics: (i) the power to direct the activities of the VIE that most significantly impact the entity’s economic performance; and (ii) the obligation to absorb losses or receive benefits of the VIE that could potentially be significant to the entity. The Company consolidates its investment in a VIE when it determines that it is its primary beneficiary. The Company may change its original assessment of a VIE upon subsequent events such as the modification of contractual arrangements that affect the characteristics or adequacy of the entity’s equity investments at risk and the disposition of all or a portion of an interest held by the primary beneficiary. The Company performs this analysis on an ongoing basis. The consolidated financial statements of MGP include the accounts of the Operating Partnership, a VIE of which the Company is the primary beneficiary, as well as its wholly owned and majority-owned subsidiaries, 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 consolidated financial statements of the Operating Partnership as of December 31, 2019 include the accounts of its wholly owned subsidiary, MGP Lessor LLC, which is the MGM-MGP Master Lease landlord, a VIE of which the Operating Partnership is the primary beneficiary. As of December 31, 2019 , on a consolidated basis, MGP Lessor, LLC had total assets of $11.7 billion primarily related to its real estate investments and total liabilities of $475.1 million primarily related to its deferred revenue and operating lease liabilities. For entities not determined to be VIEs, the Company consolidates such entities in which the Company owns 100% of the equity. For entities in which the Company owns less than 100% of the equity interest, the Company consolidates the entity if it has the direct or indirect ability to control the entities’ activities based upon the terms of the respective entities’ ownership agreements. All intercompany balances and transactions are eliminated in consolidation. |
Noncontrolling interest | Noncontrolling interest. MGP 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 MGP 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 as discussed in Note 8. 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 |
Use of estimates | Use of estimates. The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions. These estimates and assumptions affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. The Company’s most significant assumptions and estimates relate to the useful lives of real estate assets, lease accounting, real estate impairment assessments, and allocation of fair value of purchase consideration. These estimates are based on historical experience and other assumptions which management believes are reasonable under the circumstances. Management evaluates its estimates on an ongoing basis and makes revisions to these estimates and related disclosures as experience develops or new information becomes known. Actual results could differ from these estimates. |
Real estate investments | Real estate investments. Real estate investments consist of land, buildings, improvements and integral equipment. 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 MGM-MGP Master Lease. Based upon the terms of the MGM-MGP Master Lease, although the tenant is responsible for all capital expenditures during the term of the 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 in effect at lease commencement (i.e. ASC 840) (“Non-Normal Tenant Improvements”), subject to an initial cap of $100 million in the first year of the 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 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. Inception-to-date Non-Normal Tenant Improvements were $48.4 million through December 31, 2019 . |
Depreciation and property transactions | Property and Equipment used in operations. Property and equipment used in operations are stated at cost. The property and equipment used in operations was acquired through the Northfield acquisition and therefore recognized at fair value at the acquisition date. Property and Equipment used in operations that relate to the operations of Northfield are classified as assets held for sale. Refer to Note 3 for further information. The Company evaluates its property and equipment, real estate investments, and other long-lived assets for impairment based on its classification as held for sale or to be held and used. Several criteria must be met before an asset is classified as held for sale, including that management with the appropriate authority commits to a plan to sell the asset to a third-party at a reasonable price in relation to its fair value and is actively seeking a buyer. For assets held for sale, the Company recognizes the asset at the lower of carrying value or fair market value less costs to sell, as estimated based on comparable asset sales, offers received, or a discounted cash flow model. For assets to be held and used, the Company reviews for impairment whenever indicators of impairment exist. The Company then compares the estimated future cash flows of the asset, on an undiscounted basis, to the carrying value of the asset. If the undiscounted cash flows exceed the carrying value, no impairment is indicated. If the undiscounted cash flows do not exceed the carrying value, then an impairment charge is recorded based on the fair value of the asset, typically measured using a discounted cash flow model. All recognized impairment losses, whether for assets held for sale or assets to be held and used, are recorded as operating expenses. There were no impairment charges related to long-lived assets recognized during the years ended December 31, 2019 , 2018 , and, 2017 . Depreciation and property transactions. Depreciation expense is recognized over the useful lives of real estate investments and property and equipment used in operations applying the straight-line method over the following estimated useful lives, which are periodically reviewed: Buildings and building improvements 20 to 40 years Land improvements 10 to 20 years Furniture, fixtures and equipment 3 to 20 years Property transactions, net are comprised of transactions related to long-lived assets, such as normal losses on the disposition of assets. |
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 revenue over the remaining term of the MGM-MGP Master Lease. |
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, 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. |
Cash and cash equivalents | Cash and cash equivalents. Cash and cash equivalents include investments and interest-bearing instruments with maturities of 90 days or less at the date of acquisition. Such investments are carried at cost, which approximates market value. |
Revenue recognition | Revenue recognition. Rental revenue under the MGM-MGP Master Lease, which is accounted for as an operating lease, is recognized on a straight-line basis over the non-cancelable term and reasonably certain renewal periods, which includes the initial lease term of ten years and all four additional five -year terms under the lease, for all contractual revenues that are determined to be fixed and measurable, payment has been received or collectability is probable. The difference between such rental revenue earned and the cash rent due under the provisions of the 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 on behalf of the Company pursuant to the triple-net lease terms such as property taxes. This revenue is recognized in the same periods as the expense is incurred. Northfield generated gaming, food, beverage and other revenue, which primarily consists of video lottery terminal (“VLT ” ) wager transactions and food and beverage transactions. Gaming, food, beverage and other revenue relate to the operations of Northfield and are classified as discontinued operations. Refer to Note 3 for further information. Deferred revenue. |
Goodwill and other intangible assets | Goodwill and other intangible assets. Goodwill represents the excess of purchase price over fair market value of net assets acquired in business combinations. Goodwill and other intangible assets are classified as assets held for sale. Refer to Note 3 for further information. |
Ground lease and other reimbursable expenses | 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 pursuant to the third-party lessor on behalf of the Company. Prior to the adoption of ASC 842 on January 1, 2019, 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 MGM-MGP Master Lease. |
Acquisition-related expenses | Acquisition-related expenses. The Company expenses transaction costs associated with completed or announced acquisitions in the period in which they are incurred. These costs are included in acquisition-related expenses within the consolidated statements of operations. |
General and administrative | General and administrative. |
Deferred financing costs | Deferred financing costs. Deferred financing costs were incurred in connection with the issuance of the term loan facilities, revolving credit facility and senior notes. Costs incurred in connection with term loan facilities and senior notes are capitalized and offset against the carrying amount of the related indebtedness. Costs incurred in connection with the Operating Partnership’s revolving credit facility are capitalized as a component of prepaid expenses and other assets. These costs are amortized over the term of the indebtedness and are included in interest expense in the consolidated statement of operations. |
Concentrations of credit risk | Concentrations of credit risk. |
Derivative financial instruments | Derivative financial instruments. The Company accounts for its derivatives in accordance with FASB ASC Topic 815, Derivatives and Hedging , in which all derivative instruments are reflected at fair value as either assets or liabilities. For derivative instruments that are designated and qualify as hedging instruments, the Company records the gain or loss on the hedge instruments as a component of accumulated other comprehensive income. |
Fair value measurements | Fair value measurements . Fair value measurements are utilized in the accounting of the Company’s assets acquired and liabilities assumed in a business combination and 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 debt fair value disclosures. See Note 6; • Level 2 inputs when measuring the fair value of its interest rate swaps. See Note 7; and • |
Reportable Segment | Reportable segment. In connection with the Northfield OpCo transaction in April 2019, the Company’s TRS liquidated, the Company transferred the Northfield operations to a subsidiary of MGM, and the Company retained the real estate assets. Accordingly, the Company solely generates revenue from its real estate properties. As of December 31, 2019, 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 agreement. As such, the properties are reported as one reportable segment. |
Income taxes | Income taxes. The Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements. Under this method, the Company determines deferred tax assets and liabilities on the basis of the differences between the financial statement and tax bases of assets and liabilities by using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date. 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 and the Company transferred the Northfield operations to a subsidiary of MGM 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 | 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 MGM-MGP 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 MGM-MGP 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. |
Basis of Presentation and Sum_3
Basis of Presentation and Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Useful Lives of Property and Equipment Used in Operations | Depreciation expense is recognized over the useful lives of real estate investments and property and equipment used in operations applying the straight-line method over the following estimated useful lives, which are periodically reviewed: Buildings and building improvements 20 to 40 years Land improvements 10 to 20 years Furniture, fixtures and equipment 3 to 20 years |
Acquisitions and Dispositions (
Acquisitions and Dispositions (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Business Combinations [Abstract] | |
Fair Value of Assets Acquired and Liabilities Assumed | The following table sets forth the purchase price allocation (in thousands): Fair value of assets acquired and liabilities: Property and equipment used in operations $ 792,807 Cash and cash equivalents 35,831 Racing and gaming licenses 228,000 Customer list 25,000 Goodwill 17,915 Other assets 9,598 Other liabilities (38,786 ) $ 1,070,365 |
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: Year Ended December 31, Year Ended December 31, 2019 2018 (in thousands) Total revenues $ 67,841 $ 132,949 Total expenses (48,735 ) (97,330 ) Income from discontinued operations before income taxes 19,106 35,619 Provision for income taxes (2,890 ) (5,056 ) Income from discontinued operations, net of tax 16,216 30,563 Less: Income attributable to noncontrolling interests - discontinued operations (11,434 ) (22,417 ) Income from discontinued operations attributable to Class A shareholders $ 4,782 $ 8,146 |
(Tables)
(Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Real Estate [Abstract] | |
Carrying Value of Real Estate Investments | The carrying value of real estate investments is as follows: December 31, 2019 2018 (in thousands) Land $ 4,631,013 $ 4,536,013 Buildings, building improvements, land improvements and integral equipment 9,293,483 8,782,321 13,924,496 13,318,334 Less: Accumulated depreciation (3,096,524 ) (2,812,205 ) $ 10,827,972 $ 10,506,129 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Leases [Abstract] | |
Future Noncancelable Minimum Rental Payments | Under the MGM-MGP Master Lease, future non-cancelable minimum rental payments, which are the payments under the initial 10 -year term through April 30, 2026 and do not include the four five-year renewal options and, with respect to MGM National Harbor, through August 31, 2024, are as follows as of December 31, 2019 : Year ending December 31, (in thousands) 2020 $ 958,894 2021 976,262 2022 912,751 2023 890,126 2024 859,276 Thereafter 1,063,437 Total $ 5,660,746 |
Lease Costs | 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 December 31, 2019 Operating lease right-of-use assets $ 280,093 Operating lease liabilities 337,956 Weighted-average remaining lease term (years) 59 Weighted-average discount rate (%) 7 % |
Maturity of Operating Lease Liability | Maturities of operating lease liabilities were as follows: Year ending December 31, (in thousands) 2020 $ 21,127 2021 24,996 2022 25,015 2023 24,875 2024 24,846 Thereafter 1,332,804 Total future minimum lease payments 1,453,663 Less: Amount of lease payments representing interest (1,115,707 ) Total $ 337,956 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | Debt consists of the following: December 31, 2019 2018 (in thousands) Senior secured credit facility: Senior secured term loan A facility $ 399,125 $ 470,000 Senior secured term loan B facility 1,304,625 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 4,353,750 4,719,125 Less: Unamortized discount and debt issuance costs (46,396 ) (52,176 ) $ 4,307,354 $ 4,666,949 |
Maturities of the Principal Amount of Debt | Maturities of the principal amount of the Operating Partnership’s debt as of December 31, 2019 are as follows: Year ending December 31, (in thousands) 2020 $ — 2021 — 2022 — 2023 399,125 2024 1,050,000 Thereafter 2,904,625 $ 4,353,750 |
Derivatives and Hedging Activ_2
Derivatives and Hedging Activities (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Interest Rate Swaps | Refer to the chart below for information on the Operating Partnership’s interest rate swaps as of December 31, 2019 : Notional Amount Weighted Average Fixed Rate Fair Value Asset (Liability) Effective Date Maturity Date (in thousands, except percentages) $ 300,000 1.158 % $ 6,529 September 6, 2019 December 31, 2024 $ 600,000 (1) 1.786 % $ (2,736 ) May 3, 2017 November 30, 2021 600,000 1.902 % (4,106 ) May 3, 2017 November 30, 2021 400,000 2.252 % (18,743 ) October 1, 2019 December 31, 2029 900,000 1.801 % (4,915 ) November 30, 2021 December 31, 2024 $ (30,500 ) (1) Do not qualify for hedge accounting. |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Provision for Income Taxes Attributable to Income (Loss) Before Income Taxes | The provision for income taxes on continuing operations is as follows: Year Ended December 31, 2019 2018 2017 (in thousands) Federal: Current $ — $ — $ — Deferred (1,058 ) (1,142 ) — Provision for federal income taxes on continuing operations $ (1,058 ) $ (1,142 ) $ — State: Current $ 7,309 $ 5,746 $ 1,729 Deferred 1,347 1,175 3,177 Provision for state income taxes on continuing operations $ 8,656 $ 6,921 $ 4,906 |
Reconciliation of Federal Income Tax Statutory Rate and Effective Tax Rate | A reconciliation of the federal income tax statutory rate and the Company’s effective tax rate on income from continuing operations is as follows: Year Ended December 31, 2019 2018 2017 Federal income tax statutory rate 21.0 % 21.0 % 35.0 % Federal valuation allowance — — — Income not subject to federal income tax (21.4 ) (21.5 ) (35.0 ) State taxes 3.2 3.1 2.9 Effective tax rate on income from continuing operations 2.8 % 2.6 % 2.9 % |
Major Tax-Effected Components of Net Deferred Tax Liability | The major tax-effected components of the Company’s net deferred tax liability are as follows: December 31, 2019 2018 (in thousands) Deferred tax asset – federal and state Accruals, reserves and other $ — $ 1,844 Total deferred tax asset $ — $ 1,844 Deferred tax liability – federal and state Real estate investments, net $ (29,909 ) $ (33,466 ) Other intangible assets, net — (2,012 ) Total deferred tax liability (29,909 ) (35,478 ) Net deferred tax liability $ (29,909 ) $ (33,634 ) |
Shareholders' Equity and Part_2
Shareholders' Equity and Partners' Capital (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Equity [Abstract] | |
Changes in Company's ownership percentage interest in subsidiary | The following discloses the effects of changes in the Company’s ownership percentage interest in its subsidiary, the Operating Partnership, on the Class A shareholders’ equity: For the years ended 2019 2018 2017 (in thousands) Net income attributable to MGM Growth Properties $ 90,260 $ 67,065 $ 41,775 Transfers from/(to) noncontrolling interest: Empire City MGP transaction 23,745 — — MGP Class A share issuances 1,049,582 — 326,485 Park MGM transaction 2,496 — — Northfield OpCo transaction (27,439 ) — — National Harbor Transaction — — 19,383 Other 1,183 237 3,023 Net transfers from/(to) noncontrolling interest 1,049,567 237 348,891 Change from net income attributable to MGM Growth Properties and transfers to noncontrolling interest $ 1,139,827 $ 67,302 $ 390,666 |
Changes in Accumulated Other Comprehensive Income | The following table summarizes the changes in accumulated other comprehensive income: Cash Flow Hedges Other Total (in thousands) Balance at January 1, 2017 $ 445 $ — $ 445 Other comprehensive income before reclassifications 566 — 566 Amounts reclassified from accumulated other comprehensive income to interest expense 9,216 — 9,216 Other comprehensive income (loss) 9,782 — 9,782 Other changes in accumulated other comprehensive income: National Harbor transaction — 11 11 Class A share issuances — (109 ) (109 ) Changes in accumulated other comprehensive income: — (98 ) (98 ) Less: Other comprehensive income attributable to noncontrolling interest (7,021 ) — (7,021 ) Balance at December 31, 2017 3,206 (98 ) 3,108 Other comprehensive income before reclassifications 5,258 — 5,258 Amounts reclassified from accumulated other comprehensive income to interest expense (1,130 ) — (1,130 ) Other comprehensive income 4,128 — 4,128 Less: Other comprehensive income attributable to noncontrolling interest (3,028 ) — (3,028 ) Balance at December 31, 2018 4,306 (98 ) 4,208 Other comprehensive loss before reclassifications (34,476 ) — (34,476 ) Amounts reclassified from accumulated other comprehensive income to interest expense (5,599 ) — (5,599 ) Amounts reclassified from accumulated other comprehensive income to loss on unhedged interest rate swaps 4,877 — 4,877 Other comprehensive loss (35,198 ) — (35,198 ) Other changes in accumulated other comprehensive income: Empire City Transaction — (195 ) (195 ) Class A share issuances — (1,512 ) (1,512 ) Park MGM Transaction — (16 ) (16 ) Northfield OpCo Disposition — 2 2 Changes in accumulated other comprehensive income: (35,198 ) (1,721 ) (36,919 ) Less: Other comprehensive loss attributable to noncontrolling interest 25,666 — 25,666 Balance at December 31, 2019 $ (5,226 ) $ (1,819 ) $ (7,045 ) |
Net Income Per Class A Share (T
Net Income Per Class A Share (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Earnings Per Share [Abstract] | |
Basic and Diluted 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 attributable to Class A shares, weighted average Class A shares outstanding and the effect of dilutive securities outstanding are presented for each period. 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. Years ended 2019 2018 2017 (in thousands, except share amounts) Numerator: Income from continuing operations, net of tax $ 259,349 $ 214,139 $ 165,990 Income from continuing operations attributable to noncontrolling interest (173,871 ) (155,220 ) (124,215 ) Income from continuing operations attributable to Class A shares - basic and diluted 85,478 58,919 41,775 Income from discontinued operations, net of tax 16,216 30,563 — Income from discontinued operations attributable to noncontrolling interest (11,434 ) (22,417 ) — Income from discontinued operations attributable to Class A shares - basic and diluted 4,782 8,146 — Net income attributable to Class A shares - basic and diluted $ 90,260 $ 67,065 $ 41,775 Denominator: Weighted average Class A shares outstanding (1) - basic 93,046,859 70,997,589 61,733,136 Effect of dilutive shares for diluted net income per Class A share (2) 252,374 188,085 183,410 Weighted average Class A shares outstanding (1) - diluted 93,299,233 71,185,674 61,916,546 (1) Includes weighted average deferred share units granted to certain members of the board of directors. (2) Less than 0.1 million shares related to outstanding share-based compensation awards were excluded due to being antidilutive for the year ended December 31, 2019. No shares related to outstanding share-based compensation awards were excluded due to being antidilutive for the years ended December 31, 2018 and 2017. (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. Net income attributable to Operating Partnership units, weighted average Operating Partnership units outstanding and the effect of dilutive securities outstanding are presented for each period. Years ended 2019 2018 2017 (in thousands, except share amounts) Numerator: Income from continuing operations, net of tax $ 259,349 $ 214,139 $ 165,990 Income from discontinued operations, net of tax 16,216 30,563 — Net income - basic and diluted $ 275,565 $ 244,702 $ 165,990 Denominator: Weighted average Operating Partnership units outstanding (1) - basic 293,884,939 266,131,712 249,451,258 Effect of dilutive shares for diluted net income per Operating Partnership unit (2) 252,374 188,085 183,410 Weighted average Operating Partnership units outstanding (1) - diluted 294,137,313 266,319,797 249,634,668 (1) Includes weighted average deferred share units granted to certain members of the Board of Directors. (2) Less than 0.1 million shares related to outstanding share-based compensation awards were excluded due to being antidilutive for the year ended December 31, 2019. No shares related to outstanding share-based compensation awards were excluded due to being antidilutive for the years ended December 31, 2018 and 2017. |
Net Income Per Operating Part_2
Net Income Per Operating Partnership Unit (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Earnings Per Share [Abstract] | |
Basic and Diluted Net Income Per Operating Partnership Unit | 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 attributable to Class A shares, weighted average Class A shares outstanding and the effect of dilutive securities outstanding are presented for each period. 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. Years ended 2019 2018 2017 (in thousands, except share amounts) Numerator: Income from continuing operations, net of tax $ 259,349 $ 214,139 $ 165,990 Income from continuing operations attributable to noncontrolling interest (173,871 ) (155,220 ) (124,215 ) Income from continuing operations attributable to Class A shares - basic and diluted 85,478 58,919 41,775 Income from discontinued operations, net of tax 16,216 30,563 — Income from discontinued operations attributable to noncontrolling interest (11,434 ) (22,417 ) — Income from discontinued operations attributable to Class A shares - basic and diluted 4,782 8,146 — Net income attributable to Class A shares - basic and diluted $ 90,260 $ 67,065 $ 41,775 Denominator: Weighted average Class A shares outstanding (1) - basic 93,046,859 70,997,589 61,733,136 Effect of dilutive shares for diluted net income per Class A share (2) 252,374 188,085 183,410 Weighted average Class A shares outstanding (1) - diluted 93,299,233 71,185,674 61,916,546 (1) Includes weighted average deferred share units granted to certain members of the board of directors. (2) Less than 0.1 million shares related to outstanding share-based compensation awards were excluded due to being antidilutive for the year ended December 31, 2019. No shares related to outstanding share-based compensation awards were excluded due to being antidilutive for the years ended December 31, 2018 and 2017. (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. Net income attributable to Operating Partnership units, weighted average Operating Partnership units outstanding and the effect of dilutive securities outstanding are presented for each period. Years ended 2019 2018 2017 (in thousands, except share amounts) Numerator: Income from continuing operations, net of tax $ 259,349 $ 214,139 $ 165,990 Income from discontinued operations, net of tax 16,216 30,563 — Net income - basic and diluted $ 275,565 $ 244,702 $ 165,990 Denominator: Weighted average Operating Partnership units outstanding (1) - basic 293,884,939 266,131,712 249,451,258 Effect of dilutive shares for diluted net income per Operating Partnership unit (2) 252,374 188,085 183,410 Weighted average Operating Partnership units outstanding (1) - diluted 294,137,313 266,319,797 249,634,668 (1) Includes weighted average deferred share units granted to certain members of the Board of Directors. (2) Less than 0.1 million shares related to outstanding share-based compensation awards were excluded due to being antidilutive for the year ended December 31, 2019. No shares related to outstanding share-based compensation awards were excluded due to being antidilutive for the years ended December 31, 2018 and 2017. |
Consolidating Financial Infor_2
Consolidating Financial Information (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Condensed Financial Information Disclosure [Abstract] | |
Consolidating Balance Sheet Information | CONSOLIDATING BALANCE SHEET INFORMATION December 31, 2019 Operating Guarantor Non-Guarantor Partnership Co-Issuer Subsidiaries Subsidiaries Eliminations Consolidated (in thousands) Real estate investments, net $ 485 $ — $ 10,225,760 $ 601,727 $ — $ 10,827,972 Lease incentive asset — — 527,181 — — 527,181 Cash and cash equivalents 202,101 — — — — 202,101 Tenant and other receivables, net 566 — — — — 566 Intercompany 933,484 — — — (933,484 ) — Prepaid expenses and other assets 18,102 — 12,817 — — 30,919 Investments in subsidiaries 10,278,027 — 601,727 — (10,879,754 ) — Above market lease, asset — — 41,440 — — 41,440 Operating lease right-of-use assets 445 — 279,648 — — 280,093 Total assets $ 11,433,210 $ — $ 11,688,573 $ 601,727 $ (11,813,238 ) $ 11,910,272 Debt, net 4,307,354 — — — — 4,307,354 Due to MGM Resorts International and affiliates 774 — — — — 774 Intercompany — — 933,484 — (933,484 ) — Accounts payable, accrued expenses and other liabilities 36,347 — 1,074 — — 37,421 Above market lease, liability — — — — — — Accrued interest 42,904 — — — — 42,904 Distribution payable 147,349 — — — — 147,349 Deferred revenue — — 108,593 — — 108,593 Deferred income taxes, net — — 29,909 — — 29,909 Operating lease liabilities 470 — 337,486 — — 337,956 Total liabilities 4,535,198 — 1,410,546 — (933,484 ) 5,012,260 General partner — — — — — Limited partners 6,898,012 — 10,278,027 601,727 (10,879,754 ) 6,898,012 Total partners' capital 6,898,012 — 10,278,027 601,727 (10,879,754 ) 6,898,012 Total liabilities and partners’ capital $ 11,433,210 $ — $ 11,688,573 $ 601,727 $ (11,813,238 ) $ 11,910,272 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 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 Year Ended December 31, 2019 Operating Guarantor Non-Guarantor Partnership Co-Issuer Subsidiaries Subsidiaries Eliminations Consolidated (in thousands) Revenues Rental revenue $ — $ — $ 856,421 $ — $ — $ 856,421 Tenant reimbursements and other — — 24,657 — — 24,657 Total revenues — — 881,078 — — 881,078 Expenses Depreciation 87 — 271,345 23,273 — 294,705 Property transactions, net — — 10,844 — — 10,844 Ground lease and other reimbursable expenses — — 23,681 — — 23,681 Acquisition-related expenses 10,165 — — — — 10,165 General and administrative 16,516 — — — — 16,516 Total expenses 26,768 — 305,870 23,273 — 355,911 Equity in earnings of subsidiaries 556,911 — (23,273 ) — (533,638 ) — Other income (expense) Interest income 8,836 — — — (5,617 ) 3,219 Interest expense (249,944 ) — (5,617 ) — 5,617 (249,944 ) Loss on unhedged interest rate swaps, net (3,880 ) — — — — (3,880 ) Other (7,615 ) — — — — (7,615 ) (252,603 ) — (5,617 ) — — (258,220 ) Income from continuing operations before income taxes 277,540 — 546,318 (23,273 ) (533,638 ) 266,947 Provision for income taxes (1,975 ) — (5,623 ) — — (7,598 ) Income from continuing operations, net of tax 275,565 — 540,695 (23,273 ) (533,638 ) 259,349 Income from discontinued operations, net of tax — — 16,216 — — 16,216 Net income $ 275,565 $ — $ 556,911 $ (23,273 ) $ (533,638 ) $ 275,565 Other comprehensive income Net income $ 275,565 $ — $ 556,911 $ (23,273 ) $ (533,638 ) $ 275,565 Other comprehensive loss (35,198 ) — — — — (35,198 ) Comprehensive income $ 240,367 $ — $ 556,911 $ (23,273 ) $ (533,638 ) $ 240,367 CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME INFORMATION Year Ended December 31, 2018 Operating Guarantor Partnership Co-Issuer Subsidiaries Eliminations Consolidated (in thousands) Revenues Rental revenue $ — $ — $ 746,253 $ — $ 746,253 Tenant reimbursements and other — — 123,242 — 123,242 Total revenues — — 869,495 — 869,495 Expenses Depreciation 108 — 266,514 — 266,622 Property transactions, net — — 20,319 — 20,319 Ground lease and other reimbursable expenses — — 119,531 — 119,531 Amortization of above market lease, net — — 686 — 686 Acquisition-related expenses 6,149 — — — 6,149 General and administrative 16,048 — — — 16,048 Total expenses 22,305 — 407,050 — 429,355 Equity in earnings of subsidiaries 476,353 — — (476,353 ) — Other income (expense) Interest income 13,377 — — (10,876 ) 2,501 Interest expense (215,532 ) — (10,876 ) 10,876 (215,532 ) Other (7,191 ) — — — (7,191 ) (209,346 ) — (10,876 ) — (220,222 ) Income from continuing operations before income taxes 244,702 — 451,569 (476,353 ) 219,918 Provision for income taxes — — (5,779 ) — (5,779 ) Income from continuing operations, net of tax 244,702 — 445,790 (476,353 ) 214,139 Income from discontinued operations, net of tax — — 30,563 — 30,563 Net income $ 244,702 $ — $ 476,353 $ (476,353 ) $ 244,702 Other comprehensive income Net income $ 244,702 $ — $ 476,353 $ (476,353 ) $ 244,702 Other comprehensive income 4,128 — — — 4,128 Comprehensive income $ 248,830 $ — $ 476,353 $ (476,353 ) $ 248,830 CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME INFORMATION Year Ended December 31, 2017 Operating Guarantor Partnership Co-Issuer Subsidiaries Eliminations Consolidated (in thousands) Revenues Rental revenue $ — $ — $ 675,089 $ — $ 675,089 Tenant reimbursements and other — — 90,606 — 90,606 Total revenues — — 765,695 — 765,695 Expenses Depreciation — — 260,455 — 260,455 Property transactions, net — — 34,022 — 34,022 Ground lease and other reimbursable expenses — — 88,254 — 88,254 Amortization of above market lease, net — — 686 — 686 Acquisition-related expenses 17,304 — — — 17,304 General and administrative 12,189 — — — 12,189 Total expenses 29,493 — 383,417 — 412,910 Equity in earnings of subsidiaries 377,372 — — (377,372 ) — Other income (expense) Interest income 3,907 — — — 3,907 Interest expense (184,175 ) — — — (184,175 ) Other (1,621 ) — — — (1,621 ) (181,889 ) — — — (181,889 ) Income before income taxes 165,990 — 382,278 (377,372 ) 170,896 Provision for income taxes — — (4,906 ) — (4,906 ) Net income $ 165,990 $ — $ 377,372 $ (377,372 ) $ 165,990 Other comprehensive income Net income $ 165,990 $ — $ 377,372 $ (377,372 ) $ 165,990 Other comprehensive income 9,782 — — — 9,782 Comprehensive income $ 175,772 $ — $ 377,372 $ (377,372 ) $ 175,772 |
Consolidating Statement of Cash Flows Information | CONSOLIDATING STATEMENT OF CASH FLOWS INFORMATION Year Ended December 31, 2019 Operating Guarantor Non-Guarantor Partnership Co-Issuer Subsidiaries Subsidiaries Eliminations Consolidated (in thousands) Cash flows from operating activities Net cash provided by (used in) operating activities - continuing operations $ (813,522 ) $ — $ 914,228 $ — $ — $ 100,706 Cash flows from investing activities Proceeds from Northfield OpCo Transaction 3,779 — — — — 3,779 Net cash provided by investing activities - continuing operations 3,779 — — — — 3,779 Cash flows from financing activities Net repayments under bank credit facility (1,115,375 ) — — — — (1,115,375 ) Proceeds from issuance of debt 750,000 — — — — 750,000 Deferred financing costs (9,983 ) — — — — (9,983 ) Repayment of assumed debt and bridge facilities (245,950 ) — — — — (245,950 ) Proceeds from issuance of Class A shares, net 1,250,006 — — — — 1,250,006 Distributions paid (533,735 ) — — — — (533,735 ) Cash received by Parent on behalf of Guarantor Subsidiaries, net 914,228 — (914,228 ) — — — Other (1,342 ) — — — — (1,342 ) Net cash provided by (used in) financing activities - continuing operations 1,007,849 — (914,228 ) — — 93,621 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 198,106 — — — — 198,106 Balance, beginning of period 3,995 — — — — 3,995 Balance, end of period $ 202,101 $ — $ — $ — $ — $ 202,101 CONSOLIDATING STATEMENT OF CASH FLOWS INFORMATION Year Ended December 31, 2018 Operating Guarantor Partnership Co-Issuer Subsidiaries Eliminations Consolidated (in thousands) Cash flows from operating activities Net cash provided by (used in) operating activities - continuing operations $ (210,132 ) $ — $ 766,933 $ — $ 556,801 Cash flows from investing activities Capital expenditures for property and equipment (192 ) — — — (192 ) Acquisition of Northfield (1,068,336 ) — — — (1,068,336 ) Net cash used in investing activities (1,068,528 ) — — — (1,068,528 ) Cash flows from financing activities Net borrowings under bank credit facility 727,750 — — — 727,750 Deferred financing costs (17,490 ) — — — (17,490 ) Distributions paid (454,260 ) — — — (454,260 ) Cash received by Parent on behalf of Guarantor Subsidiaries, net 766,933 — (766,933 ) — — Net cash provided by (used in) financing activities 1,022,933 — (766,933 ) — 256,000 Cash flows from discontinued operations, net Cash flows provided by operating activities, net — — 23,406 — 23,406 Cash flows provided by investing activities, net — — 32,416 — 32,416 Cash flows provided by financing activities, net — — — — — Net cash provided by discontinued operations — — 55,822 — 55,822 Change in cash and cash equivalents classified as assets held for sale — — 55,822 — 55,822 Cash and cash equivalents Net decrease for the period (255,727 ) — — — (255,727 ) Balance, beginning of period 259,722 — — — 259,722 Balance, end of period $ 3,995 $ — $ — $ — $ 3,995 CONSOLIDATING STATEMENT OF CASH FLOWS INFORMATION Year Ended December 31, 2017 Operating Guarantor Partnership Co-Issuer Subsidiaries Eliminations Consolidated (in thousands) Cash flows from operating activities Net cash provided by (used in) operating activities $ (198,925 ) $ — $ 681,503 $ — $ 482,578 Cash flows from investing activities Capital expenditures for property and equipment (488 ) — — — (488 ) MGM National Harbor transaction (462,500 ) — — — (462,500 ) Net cash used in investing activities (462,988 ) — — — (462,988 ) Cash flows from financing activities Net repayments under bank credit facility (41,875 ) — — — (41,875 ) Proceeds from issuance of debt 350,000 — — — 350,000 Deferred financing costs (5,598 ) — — — (5,598 ) Repayment of assumed debt and bridge facilities (425,000 ) — — — (425,000 ) Proceeds from purchase of Operating Partnership units by MGP 387,548 — — — 387,548 Distributions paid (385,435 ) — — — (385,435 ) Cash received by Parent on behalf of Guarantor Subsidiaries, net 681,503 — (681,503 ) — — Net cash provided by (used in) financing activities 561,143 — (681,503 ) — (120,360 ) Cash and cash equivalents Net decrease for the period (100,770 ) — — — (100,770 ) Balance, beginning of period 360,492 — — — 360,492 Balance, end of period $ 259,722 $ — $ — $ — $ 259,722 |
MGP Selected Quarterly Financ_2
MGP Selected Quarterly Financial Results (Unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Quarterly Financial Information Disclosure [Abstract] | |
Quarterly Financial Information | Quarter First Second Third Fourth Total (in thousands, except per share data) 2019 Revenues $ 203,423 $ 225,759 $ 226,011 $ 225,885 $ 881,078 Net income 66,364 67,769 68,553 72,879 275,565 Net income attributable to Class A shareholders 19,955 21,858 22,515 25,932 90,260 Net income per Class A share (basic) $ 0.24 $ 0.24 $ 0.24 $ 0.25 $ 0.97 Net income per Class A share (diluted) $ 0.24 $ 0.24 $ 0.24 $ 0.25 $ 0.97 2018 Revenues $ 215,839 $ 220,390 $ 216,659 $ 216,607 $ 869,495 Net income 58,169 48,059 69,923 68,551 244,702 Net income attributable to Class A shareholders 15,830 13,146 19,484 18,605 67,065 Net income per Class A share (basic) $ 0.22 $ 0.19 $ 0.27 $ 0.26 $ 0.94 Net income per Class A share (diluted) $ 0.22 $ 0.18 $ 0.27 $ 0.26 $ 0.94 Quarter First Second Third Fourth Total (in thousands, except per unit data) 2019 Revenues $ 203,423 $ 225,759 $ 226,011 $ 225,885 $ 881,078 Net income 66,364 67,769 68,553 72,879 275,565 Net income per Operating Partnership unit (basic) $ 0.23 $ 0.23 $ 0.23 $ 0.24 $ 0.94 Net income per Operating Partnership unit (diluted) $ 0.23 $ 0.23 $ 0.23 $ 0.24 $ 0.94 2018 Revenues $ 215,839 $ 220,390 $ 216,659 $ 216,607 $ 869,495 Net income 58,169 48,059 69,923 68,551 244,702 Net income per Operating Partnership unit (basic) $ 0.22 $ 0.18 $ 0.26 $ 0.26 $ 0.92 Net income per Operating Partnership unit (diluted) $ 0.22 $ 0.18 $ 0.26 $ 0.26 $ 0.92 |
Operating Partnership Selecte_2
Operating Partnership Selected Quarterly Financial Results (Unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Quarterly Financial Information Disclosure [Abstract] | |
Quarterly Financial Information | Quarter First Second Third Fourth Total (in thousands, except per share data) 2019 Revenues $ 203,423 $ 225,759 $ 226,011 $ 225,885 $ 881,078 Net income 66,364 67,769 68,553 72,879 275,565 Net income attributable to Class A shareholders 19,955 21,858 22,515 25,932 90,260 Net income per Class A share (basic) $ 0.24 $ 0.24 $ 0.24 $ 0.25 $ 0.97 Net income per Class A share (diluted) $ 0.24 $ 0.24 $ 0.24 $ 0.25 $ 0.97 2018 Revenues $ 215,839 $ 220,390 $ 216,659 $ 216,607 $ 869,495 Net income 58,169 48,059 69,923 68,551 244,702 Net income attributable to Class A shareholders 15,830 13,146 19,484 18,605 67,065 Net income per Class A share (basic) $ 0.22 $ 0.19 $ 0.27 $ 0.26 $ 0.94 Net income per Class A share (diluted) $ 0.22 $ 0.18 $ 0.27 $ 0.26 $ 0.94 Quarter First Second Third Fourth Total (in thousands, except per unit data) 2019 Revenues $ 203,423 $ 225,759 $ 226,011 $ 225,885 $ 881,078 Net income 66,364 67,769 68,553 72,879 275,565 Net income per Operating Partnership unit (basic) $ 0.23 $ 0.23 $ 0.23 $ 0.24 $ 0.94 Net income per Operating Partnership unit (diluted) $ 0.23 $ 0.23 $ 0.23 $ 0.24 $ 0.94 2018 Revenues $ 215,839 $ 220,390 $ 216,659 $ 216,607 $ 869,495 Net income 58,169 48,059 69,923 68,551 244,702 Net income per Operating Partnership unit (basic) $ 0.22 $ 0.18 $ 0.26 $ 0.26 $ 0.92 Net income per Operating Partnership unit (diluted) $ 0.22 $ 0.18 $ 0.26 $ 0.26 $ 0.92 |
Business (Detail)
Business (Detail) $ in Millions | Feb. 14, 2020USD ($)extensioninstrumentshares | Jan. 14, 2020USD ($) | Jan. 31, 2019USD ($) | Sep. 11, 2017USD ($) | Apr. 25, 2016 | Feb. 14, 2020USD ($)shares | Dec. 31, 2019USD ($)class_of_stockshares | Dec. 31, 2018shares |
Business And Organization [Line Items] | ||||||||
Number of classes of stock | class_of_stock | 2 | |||||||
Ownership percentage acquired | 36.30% | |||||||
Annual base rent | $ 23.8 | |||||||
Decrease in annual rent payments | $ (946.1) | |||||||
Operating Partnership Units to MGP's Class A Shares | ||||||||
Business And Organization [Line Items] | ||||||||
Operating Partnership unit conversion ratio (in units) | 1 | |||||||
MGM | ||||||||
Business And Organization [Line Items] | ||||||||
Ownership percentage required for voting rights | 30.00% | |||||||
Operating Partnership units held (in units) | shares | 199,700,000 | |||||||
Increase in ownership interest in operating partnership | 63.70% | |||||||
MGP Operating Partnership | ||||||||
Business And Organization [Line Items] | ||||||||
Operating partnership units outstanding (in units) | shares | 313,509,363 | 266,045,289 | ||||||
Subsequent Event | MGP Operating Partnership | ||||||||
Business And Organization [Line Items] | ||||||||
Purchase agreement cash amount discount rate | 3.00% | |||||||
Discount rate covenant termination period | 24 months | |||||||
Operating unit redemption consideration amount | $ 1,400 | |||||||
Class A Shares | ||||||||
Business And Organization [Line Items] | ||||||||
Net proceeds from public offering of stock | $ 548.4 | $ 387.5 | ||||||
Class A Shares | MGP BREIT Venture Transaction | Subsequent Event | ||||||||
Business And Organization [Line Items] | ||||||||
Number of shares offered in public offering (in shares) | shares | 4,900,000 | |||||||
Net proceeds from public offering of stock | $ 150 | |||||||
MGP BREIT Venture Transaction | Subsequent Event | MGM | ||||||||
Business And Organization [Line Items] | ||||||||
Consideration received | $ 2,400 | |||||||
MGP BREIT Venture Transaction | Subsequent Event | MGP Operating Partnership | ||||||||
Business And Organization [Line Items] | ||||||||
Controlling interest | 50.10% | 50.10% | ||||||
Consideration received | $ 2,100 | |||||||
Number of shares offered in public offering (in shares) | shares | 2,600,000 | |||||||
Equity value of venture | 5.00% | |||||||
MGP BREIT Venture Transaction | Secured Debt | Subsequent Event | ||||||||
Business And Organization [Line Items] | ||||||||
Indebtedness assumption | $ 1,300 | |||||||
Blackstone Real Estate Income Trust, Inc. | MGP BREIT Venture Transaction | Subsequent Event | ||||||||
Business And Organization [Line Items] | ||||||||
Noncontrolling interest ownership percentage | 49.90% | 49.90% | ||||||
MGP BREIT Venture Lease | Mandalay Bay and MGM Grand Las Vegas | Subsequent Event | Subsidiaries | ||||||||
Business And Organization [Line Items] | ||||||||
Period of first escalating base rates | 15 years | |||||||
Term of contract | 30 years | 30 years | ||||||
Number of options to extend | extension | 2 | |||||||
Operating lease renewal term | 10 years | 10 years | ||||||
Annual base rent | $ 292 | |||||||
Annual rent escalator for the first period | 2.00% | |||||||
Annual escalating rates in second period | 2.00% | |||||||
Capital expenditure requirement | 3.50% | |||||||
Rolling term of capital expenditures in lease covenants | 5 years | |||||||
Number of letters of credit in lease covenant | instrument | 1 | |||||||
Term of debt instrument covenants | 1 year | |||||||
MGP BREIT Venture Lease | Mandalay Bay | Subsequent Event | Subsidiaries | ||||||||
Business And Organization [Line Items] | ||||||||
Decrease in annual rent payments | $ 133 | $ 133 | ||||||
Maximum | MGP BREIT Venture Lease | Mandalay Bay and MGM Grand Las Vegas | Subsequent Event | Subsidiaries | ||||||||
Business And Organization [Line Items] | ||||||||
Variable portion of second annual escalating rate | 3.00% |
Basis of Presentation and Sum_4
Basis of Presentation and Summary of Significant Accounting Policies - Narrative (Detail) | 12 Months Ended | |||
Dec. 31, 2019USD ($)extensionsegment | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | Jan. 01, 2019USD ($) | |
Summary Of Significant Accounting Policies [Line Items] | ||||
Treasury yield term | 10 years | |||
Interest rate basis spread | 6.00% | |||
Non-normal tenant improvements | $ 48,400,000 | |||
Impairment charges | $ 0 | $ 0 | $ 0 | |
Number of lease extension options | extension | 4 | |||
Additional extension period under Master Lease | 5 years | |||
Number of reportable segments | segment | 1 | |||
Operating lease right-of-use assets | $ 280,093,000 | $ 279,900,000 | ||
Operating lease liabilities | 337,956,000 | $ 333,500,000 | ||
Corporate Services Agreement | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Expenses incurred | 3,500,000 | $ 1,900,000 | $ 1,600,000 | |
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 | |||
Initial lease term of Master Lease | 10 years | |||
Operating Partnership Units to MGP's Class A Shares | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Operating Partnership unit conversion ratio (in units) | 1 | |||
MGP Operating Partnership | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Operating lease right-of-use assets | $ 280,093,000 | |||
Operating lease liabilities | 337,956,000 | |||
MGP Operating Partnership | Landlord | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Maximum exposure to loss, assets | 11,700,000,000 | |||
Maximum exposure to loss, liabilities | $ 475,100,000 |
Basis of Presentation and Sum_5
Basis of Presentation and Summary of Significant Accounting Policies - Estimated Useful Lives of Leased Real Estate and Leasehold Improvements (Detail) | 12 Months Ended |
Dec. 31, 2019 | |
Buildings and building improvements | Minimum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 20 years |
Buildings and building improvements | Maximum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 40 years |
Land improvements | Minimum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 10 years |
Land improvements | Maximum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 20 years |
Furniture, fixtures and equipment | Minimum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 3 years |
Furniture, fixtures and equipment | Maximum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 20 years |
Acquisitions and Dispositions -
Acquisitions and Dispositions - Narrative (Detail) $ in Thousands, shares in Millions | Apr. 01, 2019USD ($) | Jan. 29, 2019USD ($)shares | Jul. 06, 2018USD ($) | Oct. 05, 2017USD ($)ashares | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) |
Business Acquisition [Line Items] | |||||||
Amount of fair value exceeds carrying value | $ 9,400 | ||||||
MGM National Harbor transaction | $ 462,500 | ||||||
Empire City Casino | |||||||
Business Acquisition [Line Items] | |||||||
Consideration transferred | 634,400 | ||||||
Assumption of indebtedness | $ 246,000 | ||||||
Operating Partnership units issued (in units) | shares | 12.9 | ||||||
Carry value of net assets transferred | $ 625,000 | ||||||
Northfield Park Associates, LLC | |||||||
Business Acquisition [Line Items] | |||||||
Consideration transferred | $ 305,200 | $ 1,100,000 | |||||
Carry value of net assets transferred | 292,300 | ||||||
Percentage of voting interests acquired | 100.00% | ||||||
MGM National Harbor transaction | $ 0 | $ 1,068,336 | 0 | ||||
MGM National Harbor Transaction | |||||||
Business Acquisition [Line Items] | |||||||
Consideration transferred | $ 1,180,000 | ||||||
Operating Partnership units issued (in units) | shares | 9.8 | ||||||
Indebtedness assumed in acquisition | $ 425,000 | ||||||
MGM National Harbor transaction | $ 462,500 | $ 0 | $ 0 | $ 462,500 | |||
Area of land leased | a | 23 | ||||||
Senior Credit Facility Term Loan A | Northfield Park Associates, LLC | |||||||
Business Acquisition [Line Items] | |||||||
Proceeds from issuance of debt | $ 200,000 | ||||||
Senior secured revolving credit facility | Revolving Credit Facility | |||||||
Business Acquisition [Line Items] | |||||||
Proceeds from issuance of debt | $ 655,000 | ||||||
Operating Partnership Units | Northfield Park Associates, LLC | |||||||
Business Acquisition [Line Items] | |||||||
Equity interests issued | $ 9,400 |
Acquisitions and Dispositions_2
Acquisitions and Dispositions - Fair Value of Assets Acquired and Liabilities (Details) - Northfield Park Associates, LLC $ in Thousands | Jul. 06, 2018USD ($) |
Business Acquisition [Line Items] | |
Property and equipment used in operations | $ 792,807 |
Cash and cash equivalents | 35,831 |
Racing and gaming licenses | 228,000 |
Customer list | 25,000 |
Goodwill | 17,915 |
Other assets | 9,598 |
Other liabilities | (38,786) |
Assets Acquired Net | $ 1,070,365 |
Acquisitions and Dispositions_3
Acquisitions and Dispositions - Assets held-for-sale (Details) - Discontinued Operations, Held-for-sale - Northfield OpCo $ in Thousands | Dec. 31, 2018USD ($) |
Long Lived Assets Held-for-sale [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 | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Business Combinations [Abstract] | |||
Total revenues | $ 67,841 | $ 132,949 | |
Total expenses | (48,735) | (97,330) | |
Income from discontinued operations before income taxes | 19,106 | 35,619 | |
Provision for income taxes | (2,890) | (5,056) | |
Income from discontinued operations, net of tax | 16,216 | 30,563 | $ 0 |
Less: Income attributable to noncontrolling interests - discontinued operations | (11,434) | (22,417) | |
Income from discontinued operations attributable to Class A shareholders | $ 4,782 | $ 8,146 |
Real Estate Investments (Detail
Real Estate Investments (Detail) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Real Estate Properties [Line Items] | ||
Real estate investments, gross | $ 13,924,496 | $ 13,318,334 |
Less: Accumulated depreciation | (3,096,524) | (2,812,205) |
Real estate investments, net | 10,827,972 | 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 | $ 9,293,483 | $ 8,782,321 |
Leases - Narrative (Detail)
Leases - Narrative (Detail) $ in Thousands | Mar. 07, 2019USD ($) | Jan. 29, 2019USD ($) | Dec. 31, 2019USD ($)extension | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | Apr. 01, 2019USD ($) | Apr. 01, 2018USD ($) | Oct. 05, 2017 |
Leases [Line Items] | ||||||||
Number of lease extension options | extension | 4 | |||||||
Additional extension period under Master Lease | 5 years | |||||||
Operating Lease Rent Payments percentage | 90.00% | |||||||
Adjusted net revenue to rent ratio | 625.00% | |||||||
Number of years that the percentage rent is fixed | 6 years | |||||||
Rent payments due under Master Lease | $ 946,100 | |||||||
Number of years that percentage rent is variable | 5 years | |||||||
MGM National Harbor transaction | $ 462,500 | |||||||
Rental revenue | $ 856,421 | $ 746,253 | 675,089 | |||||
Operating lease cost | $ 23,800 | |||||||
Master Lease | ||||||||
Leases [Line Items] | ||||||||
Initial lease term of Master Lease | 10 years | 10 years | ||||||
Additional extension period under Master Lease | 5 years | |||||||
Rental revenue | $ 856,400 | 746,300 | 675,089 | |||||
Base Rent | ||||||||
Leases [Line Items] | ||||||||
Annual rent escalator percentage | 2.00% | |||||||
Rent payments due under Master Lease | $ 855,600 | |||||||
Rent payment (percent) | 90.00% | 90.00% | ||||||
Annual rent escalator rate | 2.00% | 2.00% | ||||||
Percentage Rent | ||||||||
Leases [Line Items] | ||||||||
Percentage of initial total rent payments due under the Master Lease | 10.00% | |||||||
Lease fixed amount adjustment multiplier | 1.40% | |||||||
Tenant Reimbursements | ||||||||
Leases [Line Items] | ||||||||
Rental revenue | $ 24,700 | $ 123,200 | $ 90,600 | |||||
Empire City Casino | ||||||||
Leases [Line Items] | ||||||||
Rent payments due under Master Lease | $ 50,000 | |||||||
Consideration transferred | $ 634,400 | |||||||
Park MGM Lease Transaction | ||||||||
Leases [Line Items] | ||||||||
Rent payments due under Master Lease | $ 50,000 | |||||||
Consideration transferred | 637,500 | |||||||
MGM National Harbor transaction | 605,600 | |||||||
Park MGM Lease Transaction | Tenant Reimbursements | ||||||||
Leases [Line Items] | ||||||||
Rental revenue | 94,000 | |||||||
Northfield OpCo | ||||||||
Leases [Line Items] | ||||||||
Rent payments due under Master Lease | $ 60,000 | |||||||
Operating Partnership Units | Park MGM Lease Transaction | ||||||||
Leases [Line Items] | ||||||||
Equity interests issued | $ 1,000 |
Leases - Future Noncancelable M
Leases - Future Noncancelable Minimum Rental Payments (Detail) $ in Thousands | Dec. 31, 2019USD ($) |
Leases [Abstract] | |
2020 | $ 958,894 |
2021 | 976,262 |
2022 | 912,751 |
2023 | 890,126 |
2024 | 859,276 |
Thereafter | 1,063,437 |
Total | $ 5,660,746 |
Leases - Lease Cost (Details)
Leases - Lease Cost (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Jan. 01, 2019 | |
Leases [Abstract] | ||
Operating lease right-of-use assets | $ 280,093 | |
Operating lease liabilities | $ 337,956 | $ 333,500 |
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 | Dec. 31, 2019 | Jan. 01, 2019 |
Leases [Abstract] | ||
2020 | $ 21,127 | |
2021 | 24,996 | |
2022 | 25,015 | |
2023 | 24,875 | |
2024 | 24,846 | |
Thereafter | 1,332,804 | |
Total future minimum lease payments | 1,453,663 | |
Less: Amount of lease payments representing interest | (1,115,707) | |
Total | $ 337,956 | $ 333,500 |
Debt - Schedule of Debt (Detail
Debt - Schedule of Debt (Detail) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Debt Instrument [Line Items] | ||
Long-term debt, gross | $ 4,353,750,000 | $ 4,719,125,000 |
Less: Unamortized discount and debt issuance costs | (46,396,000) | (52,176,000) |
Long-term debt | 4,307,354,000 | 4,666,949,000 |
Senior secured term loan A facility | ||
Debt Instrument [Line Items] | ||
Senior secured term loan | 399,125,000 | 470,000,000 |
Senior secured term loan B facility | ||
Debt Instrument [Line Items] | ||
Senior secured term loan | 1,304,625,000 | 1,799,125,000 |
Senior secured revolving credit facility | ||
Debt Instrument [Line Items] | ||
Senior secured term loan | 0 | 550,000,000 |
$1,050 million 5.625% senior notes, due 2024 | ||
Debt Instrument [Line Items] | ||
Senior notes | 1,050,000,000 | 1,050,000,000 |
$500 million 4.50% senior notes, due 2026 | ||
Debt Instrument [Line Items] | ||
Senior notes | 500,000,000 | 500,000,000 |
$750 million 5.75% senior notes due 2027 | ||
Debt Instrument [Line Items] | ||
Senior notes | 750,000,000 | 0 |
$350 million 4.50% senior notes, due 2028 | ||
Debt Instrument [Line Items] | ||
Senior notes | $ 350,000,000 | $ 350,000,000 |
Senior Notes | $1,050 million 5.625% senior notes, due 2024 | ||
Debt Instrument [Line Items] | ||
Interest rate | 5.625% | |
Principal amount | $ 1,050,000,000 | |
Senior Notes | $500 million 4.50% senior notes, due 2026 | ||
Debt Instrument [Line Items] | ||
Interest rate | 4.50% | |
Principal amount | $ 500,000,000 | |
Senior Notes | $750 million 5.75% senior notes due 2027 | ||
Debt Instrument [Line Items] | ||
Interest rate | 5.75% | |
Principal amount | $ 750,000,000 | |
Senior Notes | $350 million 4.50% senior notes, due 2028 | ||
Debt Instrument [Line Items] | ||
Interest rate | 4.50% | |
Principal amount | $ 350,000,000 |
Debt - Operating Partnership Cr
Debt - Operating Partnership Credit Agreement (Detail) - USD ($) | Jan. 29, 2019 | Nov. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Jan. 31, 2019 |
Debt Instrument [Line Items] | ||||||
Loss on retirement of debt | $ 6,200,000 | $ 6,161,000 | $ 2,736,000 | $ 798,000 | ||
Senior secured term loan A facility | ||||||
Debt Instrument [Line Items] | ||||||
Senior secured term loan | 399,125,000 | 470,000,000 | ||||
Senior secured term loan B facility | ||||||
Debt Instrument [Line Items] | ||||||
Senior secured term loan | 1,304,625,000 | 1,799,125,000 | ||||
Senior secured revolving credit facility | ||||||
Debt Instrument [Line Items] | ||||||
Senior secured term loan | 0 | $ 550,000,000 | ||||
Operating Partnership Credit Agreement | Senior secured term loan A facility | ||||||
Debt Instrument [Line Items] | ||||||
Repayments of debt | $ 2,900,000 | |||||
Interest rate | 3.55% | |||||
Operating Partnership Credit Agreement | Senior secured term loan B facility | ||||||
Debt Instrument [Line Items] | ||||||
Repayments of debt | $ 4,600,000 | |||||
Interest rate | 3.80% | |||||
Operating Partnership Senior Notes | $750 million 5.75% senior notes due 2027 | ||||||
Debt Instrument [Line Items] | ||||||
Interest rate | 5.75% | |||||
Secured Debt | ||||||
Debt Instrument [Line Items] | ||||||
Debt prepayments | 541,000,000 | |||||
Secured Debt | Senior secured term loan A facility | ||||||
Debt Instrument [Line Items] | ||||||
Principal amount | $ 399,000,000 | |||||
Debt prepayments | 65,000,000 | |||||
Secured Debt | Senior secured term loan B facility | ||||||
Debt Instrument [Line Items] | ||||||
Principal amount | $ 1,300,000,000 | |||||
Debt prepayments | $ 476,000,000 | |||||
Secured Debt | Senior secured term loan B facility | LIBOR | ||||||
Debt Instrument [Line Items] | ||||||
Variable margin | 2.00% | |||||
Revolving Credit Facility | Senior secured revolving credit facility | ||||||
Debt Instrument [Line Items] | ||||||
Credit facility amount | $ 1,400,000,000 | |||||
Empire City Casino | ||||||
Debt Instrument [Line Items] | ||||||
Assumption of indebtedness | $ 246,000,000 | |||||
Minimum | Revolving Credit Facility | Senior secured revolving credit facility | LIBOR | ||||||
Debt Instrument [Line Items] | ||||||
Variable margin | 1.75% | |||||
Maximum | Revolving Credit Facility | Senior secured revolving credit facility | LIBOR | ||||||
Debt Instrument [Line Items] | ||||||
Variable margin | 2.25% | |||||
Line of Credit | ||||||
Debt Instrument [Line Items] | ||||||
Letters of credit outstanding | $ 0 |
Debt - Operating Partnership Se
Debt - Operating Partnership Senior Notes (Detail) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Jan. 31, 2019 | |
Debt Instrument [Line Items] | ||||
Fair value of debt | $ 4,600,000 | $ 4,500,000 | ||
Amortization of deferred financing costs | 12,700 | 12,000 | $ 11,400 | |
$750 million 5.75% senior notes due 2027 | ||||
Debt Instrument [Line Items] | ||||
Aggregate principal amount | $ 750,000 | $ 0 | ||
Operating Partnership Senior Notes | ||||
Debt Instrument [Line Items] | ||||
Debt instrument redemption price percentage | 100.00% | |||
Operating Partnership Senior Notes | $750 million 5.75% senior notes due 2027 | ||||
Debt Instrument [Line Items] | ||||
Aggregate principal amount | $ 750,000 | |||
Interest rate | 5.75% |
Debt - Maturities of the Princi
Debt - Maturities of the Principal Amount of Debt (Detail) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Debt Disclosure [Abstract] | ||
2020 | $ 0 | |
2021 | 0 | |
2022 | 0 | |
2023 | 399,125 | |
2024 | 1,050,000 | |
Thereafter | 2,904,625 | |
Total | $ 4,353,750 | $ 4,719,125 |
Derivatives and Hedging Activ_3
Derivatives and Hedging Activities - Narrative (Detail) - USD ($) shares in Millions | Nov. 22, 2019 | Nov. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2019 | Jun. 30, 2019 |
Derivative [Line Items] | |||||||
Gain (loss) on unhedged interest rate swaps | $ (3,880,000) | $ 0 | $ 0 | ||||
Interest expense | 249,944,000 | 215,532,000 | 184,175,000 | ||||
Interest Rate Swaps | |||||||
Derivative [Line Items] | |||||||
Notional amount of de-designated interest rate swaps | $ 600,000,000 | ||||||
Loss on cash flow hedges | $ 4,900,000 | ||||||
Gain (loss) on unhedged interest rate swaps | 1,000,000 | 0 | $ 0 | ||||
Interest expense | 27,800,000 | 5,600,000 | |||||
Interest Rate Swap Effective Nov 30, 2021 | |||||||
Derivative [Line Items] | |||||||
Notional Amount | $ 900,000,000 | $ 900,000,000 | |||||
Average fixed interest rate | 1.801% | ||||||
Interest Rate Swap Effective Sep 6, 2019 | |||||||
Derivative [Line Items] | |||||||
Notional Amount | $ 300,000,000 | $ 300,000,000 | |||||
Average fixed interest rate | 1.158% | ||||||
Interest Rate Swap Effective Oct 1, 2019 | |||||||
Derivative [Line Items] | |||||||
Notional Amount | $ 400,000,000 | $ 400,000,000 | |||||
Average fixed interest rate | 2.252% | ||||||
Prepaid Expenses and Other Assets | Interest Rate Swaps | |||||||
Derivative [Line Items] | |||||||
Derivative asset fair value | $ 6,500,000 | $ 20,500,000 | |||||
Not Designated as Hedging Instrument | Prepaid Expenses and Other Assets | |||||||
Derivative [Line Items] | |||||||
Fair value of interest rate swap liability | $ 2,700,000 | ||||||
Secured Debt | |||||||
Derivative [Line Items] | |||||||
Debt prepayments | $ 541,000,000 | ||||||
Class A Shares | Forward Purchase Agreement | |||||||
Derivative [Line Items] | |||||||
Number of shares offered in public offering (in shares) | 12 |
Derivatives and Hedging Activ_4
Derivatives and Hedging Activities - Schedule of Interest Rate Derivatives (Details) - USD ($) | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 |
Derivative [Line Items] | |||
Fair Value Asset (Liability) | $ (30,500,000) | ||
Interest Rate Swap Effective Sep 6, 2019 | |||
Derivative [Line Items] | |||
Notional Amount | $ 300,000,000 | $ 300,000,000 | |
Weighted Average Fixed Rate | 1.158% | ||
Fair Value Asset (Liability) | $ 6,529,000 | ||
Interest Rate Swap Effective May 3, 2017 | |||
Derivative [Line Items] | |||
Notional Amount | $ 600,000,000 | ||
Weighted Average Fixed Rate | 1.786% | ||
Fair Value Asset (Liability) | $ (2,736,000) | ||
Interest Rate Swap Effective May 3, 2017 | |||
Derivative [Line Items] | |||
Notional Amount | $ 600,000,000 | ||
Weighted Average Fixed Rate | 1.902% | ||
Fair Value Asset (Liability) | $ (4,106,000) | ||
Interest Rate Swap Effective Oct 1, 2019 | |||
Derivative [Line Items] | |||
Notional Amount | $ 400,000,000 | $ 400,000,000 | |
Weighted Average Fixed Rate | 2.252% | ||
Fair Value Asset (Liability) | $ (18,743,000) | ||
Interest Rate Swap Effective Nov 30, 2021 | |||
Derivative [Line Items] | |||
Notional Amount | $ 900,000,000 | $ 900,000,000 | |
Weighted Average Fixed Rate | 1.801% | ||
Fair Value Asset (Liability) | $ (4,915,000) |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Detail) - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Real Estate [Line Items] | |||
Minimum percentage of taxable income distributed to shareholders | 90.00% | ||
Expected distribution percentage of REIT taxable income in the current taxable year | 100.00% | ||
Income tax expense | $ 7,598,000 | $ 5,779,000 | $ 4,906,000 |
Amounts due to MGM under tax sharing agreement | 0 | 0 | |
Uncertain tax positions | 0 | ||
Interest and penalties recorded | 0 | $ 0 | |
Taxable REIT subsidiaries | |||
Real Estate [Line Items] | |||
Income tax expense | 1,800,000 | ||
Discontinued Operations | Taxable REIT subsidiaries | |||
Real Estate [Line Items] | |||
Income tax expense | 2,900,000 | ||
Continuing Operations | Taxable REIT subsidiaries | |||
Real Estate [Line Items] | |||
Income tax expense | $ 1,100,000 |
Income Taxes - Provision for In
Income Taxes - Provision for Income Taxes Attributable to Income (Loss) Before Income Taxes (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Federal: | |||
Current | $ 0 | $ 0 | $ 0 |
Deferred | (1,058) | (1,142) | 0 |
Provision for federal income taxes on continuing operations | (1,058) | (1,142) | 0 |
State: | |||
Current | 7,309 | 5,746 | 1,729 |
Deferred | 1,347 | 1,175 | 3,177 |
Provision for state income taxes on continuing operations | $ 8,656 | $ 6,921 | $ 4,906 |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of Federal Income Tax Statutory Rate and Effective Tax Rate (Detail) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |||
Federal income tax statutory rate | 21.00% | 21.00% | 35.00% |
Federal valuation allowance | 0.00% | 0.00% | 0.00% |
Income not subject to federal income tax | (21.40%) | (21.50%) | (35.00%) |
State taxes | 3.20% | 3.10% | 2.90% |
Effective tax rate on income from continuing operations | 2.80% | 2.60% | 2.90% |
Income Taxes - Major Tax-Effect
Income Taxes - Major Tax-Effected Components of Net Deferred Tax Liability (Detail) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Income Tax Disclosure [Abstract] | ||
Accruals, reserves and other | $ 0 | $ 1,844,000 |
Total deferred tax asset | 0 | 1,844,000 |
Deferred tax liability - federal and state | ||
Real estate investments, net | (29,909,000) | (33,466,000) |
Other intangible assets, net | 0 | (2,012,000) |
Total deferred tax liability | (29,909,000) | (35,478,000) |
Net deferred tax liability | $ (29,909,000) | $ (33,634,000) |
Shareholders' Equity and Part_3
Shareholders' Equity and Partners' Capital - Narrative (Detail) - USD ($) $ / shares in Units, $ in Millions | Feb. 14, 2020 | Feb. 13, 2020 | Nov. 22, 2019 | Apr. 01, 2019 | Mar. 07, 2019 | Jan. 31, 2019 | Jan. 29, 2019 | Oct. 05, 2017 | Sep. 11, 2017 | Feb. 12, 2020 | Feb. 14, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Apr. 30, 2019 | Sep. 10, 2017 |
Stockholders Equity and Partners Capital [Line Items] | ||||||||||||||||
Dividend declared (in dollars per share) | $ 1.8725 | $ 1.7350 | $ 1.5975 | |||||||||||||
Class A Shares | ||||||||||||||||
Stockholders Equity and Partners Capital [Line Items] | ||||||||||||||||
Net proceeds from public offering of stock | $ 548.4 | $ 387.5 | ||||||||||||||
Dividend declared (in dollars per share) | 1.8500 | 1.7075 | 1.5297 | |||||||||||||
Ordinary dividends declared (in dollars per share) | 1.6134 | 1.2669 | 1.1542 | |||||||||||||
Non-dividend distribution (in dollars per share) | $ 0.2366 | 0.4406 | 0.3755 | |||||||||||||
Public Stock Offering | Class A Shares | ||||||||||||||||
Stockholders Equity and Partners Capital [Line Items] | ||||||||||||||||
Number of shares offered in public offering (in shares) | 30,000,000 | 19,600,000 | 13,200,000 | |||||||||||||
Ownership percentage | 26.70% | 27.70% | 23.70% | |||||||||||||
Over-Allotment Option | Class A Shares | ||||||||||||||||
Stockholders Equity and Partners Capital [Line Items] | ||||||||||||||||
Number of shares offered in public offering (in shares) | 18,000,000 | 2,600,000 | 1,700,000 | |||||||||||||
Ownership percentage | 36.30% | |||||||||||||||
Net proceeds from public offering of stock | $ 540.6 | |||||||||||||||
ATM Offering | Class A Shares | ||||||||||||||||
Stockholders Equity and Partners Capital [Line Items] | ||||||||||||||||
Number of shares offered in public offering (in shares) | 5,300,000 | |||||||||||||||
Net proceeds from public offering of stock | $ 161 | |||||||||||||||
Aggregate sales price | $ 300 | |||||||||||||||
Forward Purchase Agreement | Class A Shares | ||||||||||||||||
Stockholders Equity and Partners Capital [Line Items] | ||||||||||||||||
Number of shares offered in public offering (in shares) | 12,000,000 | |||||||||||||||
Subsequent Event | ATM Offering | Class A Shares | ||||||||||||||||
Stockholders Equity and Partners Capital [Line Items] | ||||||||||||||||
Number of shares offered in public offering (in shares) | 600,000 | |||||||||||||||
Net proceeds from public offering of stock | $ 18.7 | |||||||||||||||
Subsequent Event | Forward Purchase Agreement | Class A Shares | ||||||||||||||||
Stockholders Equity and Partners Capital [Line Items] | ||||||||||||||||
Number of shares offered in public offering (in shares) | 12,000,000 | |||||||||||||||
Net proceeds from public offering of stock | $ 355.9 | |||||||||||||||
Subsequent Event | MGP BREIT Venture Transaction | Class A Shares | ||||||||||||||||
Stockholders Equity and Partners Capital [Line Items] | ||||||||||||||||
Number of shares offered in public offering (in shares) | 4,900,000 | |||||||||||||||
Net proceeds from public offering of stock | $ 150 | |||||||||||||||
MGM National Harbor Transaction | Class A Shares | ||||||||||||||||
Stockholders Equity and Partners Capital [Line Items] | ||||||||||||||||
Number of shares offered in public offering (in shares) | 9,800,000 | |||||||||||||||
Empire City Casino | ||||||||||||||||
Stockholders Equity and Partners Capital [Line Items] | ||||||||||||||||
Number of shares offered in public offering (in shares) | 12,900,000 | |||||||||||||||
Ownership percentage | 25.40% | |||||||||||||||
Northfield | ||||||||||||||||
Stockholders Equity and Partners Capital [Line Items] | ||||||||||||||||
Ownership percentage | 31.20% | 30.30% | ||||||||||||||
Park MGM Lease Transaction | ||||||||||||||||
Stockholders Equity and Partners Capital [Line Items] | ||||||||||||||||
Ownership percentage | 30.20% | |||||||||||||||
Operating Partnership Units | Northfield | ||||||||||||||||
Stockholders Equity and Partners Capital [Line Items] | ||||||||||||||||
Equity interests issued | $ 9.4 | |||||||||||||||
Operating Partnership Units | Park MGM Lease Transaction | ||||||||||||||||
Stockholders Equity and Partners Capital [Line Items] | ||||||||||||||||
Equity interests issued | $ 1 | |||||||||||||||
MGP Operating Partnership | ||||||||||||||||
Stockholders Equity and Partners Capital [Line Items] | ||||||||||||||||
Ownership percentage | 36.30% | |||||||||||||||
Dividend declared (in dollars per share) | $ 1.8725 | $ 1.7350 | $ 1.5975 | |||||||||||||
MGP Operating Partnership | MGP BREIT Venture Transaction | Subsequent Event | ||||||||||||||||
Stockholders Equity and Partners Capital [Line Items] | ||||||||||||||||
Number of shares offered in public offering (in shares) | 2,600,000 |
Shareholders' Equity and Part_4
Shareholders' Equity and Partners' Capital - Change in Ownership Percentage (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Class of Stock [Line Items] | |||||||||||
Net income attributable to Class A shareholders | $ 25,932 | $ 22,515 | $ 21,858 | $ 19,955 | $ 18,605 | $ 19,484 | $ 13,146 | $ 15,830 | $ 90,260 | $ 67,065 | $ 41,775 |
Other | 1,183 | 237 | 3,023 | ||||||||
Net transfers from/(to) noncontrolling interest | 1,049,567 | 237 | 348,891 | ||||||||
Change from net income attributable to MGM Growth Properties and transfers to noncontrolling interest | 1,139,827 | 67,302 | 390,666 | ||||||||
Class A Shares | |||||||||||
Class of Stock [Line Items] | |||||||||||
Share issuances | 1,049,582 | 0 | 326,485 | ||||||||
Empire City Casino | |||||||||||
Class of Stock [Line Items] | |||||||||||
Transactions | 23,745 | 0 | 0 | ||||||||
Park MGM Lease Transaction | |||||||||||
Class of Stock [Line Items] | |||||||||||
Transactions | 2,496 | 0 | 0 | ||||||||
MGM National Harbor Transaction | |||||||||||
Class of Stock [Line Items] | |||||||||||
Transactions | 0 | 0 | 19,383 | ||||||||
Northfield OpCo | |||||||||||
Class of Stock [Line Items] | |||||||||||
Northfield OpCo transaction | $ (27,439) | $ 0 | $ 0 |
Shareholders' Equity and Part_5
Shareholders' Equity and Partners' Capital - Changes in Accumulated Other Comprehensive Income (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
AOCI, Net of Tax [Roll Forward] | |||
Balance | $ 5,845,506 | $ 6,067,739 | $ 5,608,261 |
Other comprehensive income before reclassifications | (34,476) | 5,258 | 566 |
Amounts reclassified from accumulated other comprehensive income to interest expense | (1,130) | 9,216 | |
Other comprehensive income (loss) | (35,198) | 4,128 | 9,782 |
Share Issuances | (1,512) | (109) | |
Changes in accumulated other comprehensive income: | (36,919) | (98) | |
Less: Other comprehensive income attributable to noncontrolling interest | 25,666 | (3,028) | (7,021) |
Balance | 6,898,012 | 5,845,506 | 6,067,739 |
Interest Expense | |||
AOCI, Net of Tax [Roll Forward] | |||
Amounts reclassified from accumulated other comprehensive income to interest expense | (5,599) | ||
Unhedged Interest Rate Swaps | |||
AOCI, Net of Tax [Roll Forward] | |||
Amounts reclassified from accumulated other comprehensive income to interest expense | 4,877 | ||
Accumulated Other Comprehensive Income (Loss) | |||
AOCI, Net of Tax [Roll Forward] | |||
Balance | 4,208 | 3,108 | 445 |
Other comprehensive income (loss) | (9,532) | 1,100 | 2,761 |
Balance | (7,045) | 4,208 | 3,108 |
Cash Flow Hedges | |||
AOCI, Net of Tax [Roll Forward] | |||
Balance | 4,306 | 3,206 | 445 |
Balance | (5,226) | 4,306 | 3,206 |
Cash Flow Hedges Including Portion Attributable to Noncontrolling Interest | |||
AOCI, Net of Tax [Roll Forward] | |||
Other comprehensive income before reclassifications | (34,476) | 5,258 | 566 |
Amounts reclassified from accumulated other comprehensive income to interest expense | (1,130) | 9,216 | |
Other comprehensive income (loss) | (35,198) | 4,128 | 9,782 |
Share Issuances | 0 | 0 | |
Changes in accumulated other comprehensive income: | (35,198) | 0 | |
Cash Flow Hedges Including Portion Attributable to Noncontrolling Interest | Interest Expense | |||
AOCI, Net of Tax [Roll Forward] | |||
Amounts reclassified from accumulated other comprehensive income to interest expense | (5,599) | ||
Cash Flow Hedges Including Portion Attributable to Noncontrolling Interest | Unhedged Interest Rate Swaps | |||
AOCI, Net of Tax [Roll Forward] | |||
Amounts reclassified from accumulated other comprehensive income to interest expense | 4,877 | ||
Cash Flow Hedges Noncontrolling Interest | |||
AOCI, Net of Tax [Roll Forward] | |||
Less: Other comprehensive income attributable to noncontrolling interest | 25,666 | (3,028) | (7,021) |
Other | |||
AOCI, Net of Tax [Roll Forward] | |||
Balance | (98) | (98) | 0 |
Balance | (1,819) | (98) | (98) |
Other Including Portion Attributable to Noncontrolling Interest | |||
AOCI, Net of Tax [Roll Forward] | |||
Other comprehensive income before reclassifications | 0 | 0 | 0 |
Amounts reclassified from accumulated other comprehensive income to interest expense | 0 | 0 | |
Other comprehensive income (loss) | 0 | 0 | 0 |
Share Issuances | (1,512) | (109) | |
Changes in accumulated other comprehensive income: | (1,721) | (98) | |
Other Including Portion Attributable to Noncontrolling Interest | Interest Expense | |||
AOCI, Net of Tax [Roll Forward] | |||
Amounts reclassified from accumulated other comprehensive income to interest expense | 0 | ||
Other Including Portion Attributable to Noncontrolling Interest | Unhedged Interest Rate Swaps | |||
AOCI, Net of Tax [Roll Forward] | |||
Amounts reclassified from accumulated other comprehensive income to interest expense | 0 | ||
Other Portion Attributable to Noncontrolling Interest | |||
AOCI, Net of Tax [Roll Forward] | |||
Less: Other comprehensive income attributable to noncontrolling interest | 0 | $ 0 | 0 |
Northfield OpCo | |||
AOCI, Net of Tax [Roll Forward] | |||
Northfield OpCo Disposition | 2 | ||
Northfield OpCo | Cash Flow Hedges Including Portion Attributable to Noncontrolling Interest | |||
AOCI, Net of Tax [Roll Forward] | |||
Northfield OpCo Disposition | 0 | ||
Northfield OpCo | Other Including Portion Attributable to Noncontrolling Interest | |||
AOCI, Net of Tax [Roll Forward] | |||
Northfield OpCo Disposition | 2 | ||
MGM National Harbor | |||
AOCI, Net of Tax [Roll Forward] | |||
Acquisition Transaction | 11 | ||
MGM National Harbor | Cash Flow Hedges Including Portion Attributable to Noncontrolling Interest | |||
AOCI, Net of Tax [Roll Forward] | |||
Acquisition Transaction | 0 | ||
MGM National Harbor | Other Including Portion Attributable to Noncontrolling Interest | |||
AOCI, Net of Tax [Roll Forward] | |||
Acquisition Transaction | $ 11 | ||
Empire City Casino | |||
AOCI, Net of Tax [Roll Forward] | |||
Acquisition Transaction | (195) | ||
Empire City Casino | Cash Flow Hedges Including Portion Attributable to Noncontrolling Interest | |||
AOCI, Net of Tax [Roll Forward] | |||
Acquisition Transaction | 0 | ||
Empire City Casino | Other Including Portion Attributable to Noncontrolling Interest | |||
AOCI, Net of Tax [Roll Forward] | |||
Acquisition Transaction | (195) | ||
Park MGM Lease Transaction | |||
AOCI, Net of Tax [Roll Forward] | |||
Acquisition Transaction | (16) | ||
Park MGM Lease Transaction | Cash Flow Hedges Including Portion Attributable to Noncontrolling Interest | |||
AOCI, Net of Tax [Roll Forward] | |||
Acquisition Transaction | 0 | ||
Park MGM Lease Transaction | Other Including Portion Attributable to Noncontrolling Interest | |||
AOCI, Net of Tax [Roll Forward] | |||
Acquisition Transaction | $ (16) |
Net Income Per Class A Share (D
Net Income Per Class A Share (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Numerator: | |||||||||||
Income from continuing operations, net of tax | $ 259,349 | $ 214,139 | $ 165,990 | ||||||||
Income from continuing operations attributable to noncontrolling interest | (173,871) | (155,220) | (124,215) | ||||||||
Income from continuing operations attributable to Class A shares - basic and diluted | 85,478 | 58,919 | 41,775 | ||||||||
Income from discontinued operations, net of tax | $ 67,800 | 16,216 | 30,563 | 0 | |||||||
Income from discontinued operations attributable to noncontrolling interest | (11,434) | (22,417) | 0 | ||||||||
Income from discontinued operations attributable to Class A shares - basic and diluted | 4,782 | 8,146 | 0 | ||||||||
Net income attributable to Class A shareholders | $ 25,932 | $ 22,515 | $ 21,858 | $ 19,955 | $ 18,605 | $ 19,484 | $ 13,146 | $ 15,830 | $ 90,260 | $ 67,065 | $ 41,775 |
Denominator: | |||||||||||
Weighted average Class A shares outstanding - basic (in shares) | 93,046,859 | 70,997,589 | 61,733,136 | ||||||||
Effect of dilutive shares for diluted net income per Class A share (in shares) | 252,374 | 188,085 | 183,410 | ||||||||
Weighted average Class A outstanding - diluted (in shares) | 93,299,233 | 71,185,674 | 61,916,546 | ||||||||
Stock Compensation Plan | |||||||||||
Denominator: | |||||||||||
Potentially dilutive shares (in shares) | 0 | 0 | |||||||||
Stock Compensation Plan | Maximum | |||||||||||
Denominator: | |||||||||||
Potentially dilutive shares (in shares) | 100,000 |
Net Income Per Operating Part_3
Net Income Per Operating Partnership Unit (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Numerator: | |||||||||||
Income from continuing operations, net of tax | $ 259,349 | $ 214,139 | $ 165,990 | ||||||||
Income from discontinued operations, net of tax | $ 67,800 | 16,216 | 30,563 | 0 | |||||||
Net income | $ 72,879 | $ 68,553 | $ 67,769 | 66,364 | $ 68,551 | $ 69,923 | $ 48,059 | $ 58,169 | $ 275,565 | $ 244,702 | $ 165,990 |
Denominator: | |||||||||||
Effect of dilutive shares for diluted net income per Operating Partnership unit (in units) | 252,374 | 188,085 | 183,410 | ||||||||
Stock Compensation Plan | |||||||||||
Denominator: | |||||||||||
Potentially dilutive shares (in shares) | 0 | 0 | |||||||||
MGP Operating Partnership | |||||||||||
Numerator: | |||||||||||
Income from continuing operations, net of tax | $ 259,349 | $ 214,139 | $ 165,990 | ||||||||
Income from discontinued operations, net of tax | 16,216 | 30,563 | 0 | ||||||||
Net income | $ 72,879 | $ 68,553 | $ 67,769 | $ 66,364 | $ 68,551 | $ 69,923 | $ 48,059 | $ 58,169 | $ 275,565 | $ 244,702 | $ 165,990 |
Denominator: | |||||||||||
Weighted average Operating Partnership units outstanding - basic (in units) | 293,884,939 | 266,131,712 | 249,451,258 | ||||||||
Effect of dilutive shares for diluted net income per Operating Partnership unit (in units) | 252,374 | 188,085 | 183,410 | ||||||||
Weighted average Operating Partnership units outstanding - diluted (in units) | 294,137,313 | 266,319,797 | 249,634,668 | ||||||||
MGP Operating Partnership | Stock Compensation Plan | |||||||||||
Denominator: | |||||||||||
Potentially dilutive shares (in shares) | 0 | ||||||||||
Maximum | Stock Compensation Plan | |||||||||||
Denominator: | |||||||||||
Potentially dilutive shares (in shares) | 100,000 | ||||||||||
Maximum | MGP Operating Partnership | Stock Compensation Plan | |||||||||||
Denominator: | |||||||||||
Potentially dilutive shares (in shares) | 100,000 |
Consolidating Financial Infor_3
Consolidating Financial Information - Consolidating Balance Sheet Information (Detail) - USD ($) $ in Thousands | Dec. 31, 2019 | Jan. 01, 2019 | Dec. 31, 2018 |
ASSETS | |||
Real estate investments, net | $ 10,827,972 | $ 10,506,129 | |
Lease incentive asset | 527,181 | 0 | |
Cash and cash equivalents | 202,101 | 3,995 | |
Tenant and other receivables, net | 566 | 7,668 | |
Intercompany | 0 | 0 | |
Prepaid expenses and other assets | 30,919 | 34,813 | |
Investments in subsidiaries | 0 | 0 | |
Above market lease, asset | 41,440 | 43,014 | |
Operating lease right-of-use assets | 280,093 | $ 279,900 | |
Assets held for sale | 0 | 355,688 | |
Total assets | 11,910,272 | 10,951,307 | |
LIABILITIES | |||
Debt, net | 4,307,354 | 4,666,949 | |
Due to MGM Resorts International and affiliates | 774 | 227 | |
Intercompany | 0 | 0 | |
Accounts payable, accrued expenses and other liabilities | 37,421 | 20,796 | |
Above market lease, liability | 0 | 46,181 | |
Accrued interest | 42,904 | 26,096 | |
Distribution payable | 147,349 | 119,055 | |
Deferred revenue | 108,593 | 163,926 | |
Deferred income taxes, net | 29,909 | 33,634 | |
Liabilities related to assets held for sale | 28,937 | ||
Operating lease liabilities | 337,956 | $ 333,500 | |
Total liabilities | 5,012,260 | 5,105,801 | |
General partner | 0 | 0 | |
Limited partners | 6,898,012 | 5,845,506 | |
Total partners’ capital | 6,898,012 | 5,845,506 | |
Total liabilities and shareholders' equity | 11,910,272 | 10,951,307 | |
Reportable Legal Entities | Operating Partnership | |||
ASSETS | |||
Real estate investments, net | 485 | 572 | |
Lease incentive asset | 0 | ||
Cash and cash equivalents | 202,101 | 3,995 | |
Tenant and other receivables, net | 566 | 26 | |
Intercompany | 933,484 | 841,179 | |
Prepaid expenses and other assets | 18,102 | 34,813 | |
Investments in subsidiaries | 10,278,027 | 9,790,350 | |
Above market lease, asset | 0 | 0 | |
Operating lease right-of-use assets | 445 | ||
Assets held for sale | 0 | ||
Total assets | 11,433,210 | 10,670,935 | |
LIABILITIES | |||
Debt, net | 4,307,354 | 4,666,949 | |
Due to MGM Resorts International and affiliates | 774 | 227 | |
Intercompany | 0 | 0 | |
Accounts payable, accrued expenses and other liabilities | 36,347 | 13,102 | |
Above market lease, liability | 0 | 0 | |
Accrued interest | 42,904 | 26,096 | |
Distribution payable | 147,349 | 119,055 | |
Deferred revenue | 0 | 0 | |
Deferred income taxes, net | 0 | 0 | |
Liabilities related to assets held for sale | 0 | ||
Operating lease liabilities | 470 | ||
Total liabilities | 4,535,198 | 4,825,429 | |
General partner | 0 | 0 | |
Limited partners | 6,898,012 | 5,845,506 | |
Total partners’ capital | 6,898,012 | 5,845,506 | |
Total liabilities and shareholders' equity | 11,433,210 | 10,670,935 | |
Reportable Legal Entities | Co-Issuer | |||
ASSETS | |||
Real estate investments, net | 0 | 0 | |
Lease incentive asset | 0 | ||
Cash and cash equivalents | 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 | |
Operating lease right-of-use assets | 0 | ||
Assets held for sale | 0 | ||
Total assets | 0 | 0 | |
LIABILITIES | |||
Debt, net | 0 | 0 | |
Due to MGM Resorts International and affiliates | 0 | 0 | |
Intercompany | 0 | 0 | |
Accounts payable, accrued expenses and other liabilities | 0 | 0 | |
Above market lease, liability | 0 | 0 | |
Accrued interest | 0 | 0 | |
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 | |
Reportable Legal Entities | Guarantor Subsidiaries | |||
ASSETS | |||
Real estate investments, net | 10,225,760 | 10,505,557 | |
Lease incentive asset | 527,181 | ||
Cash and cash equivalents | 0 | 0 | |
Tenant and other receivables, net | 0 | 7,642 | |
Intercompany | 0 | 0 | |
Prepaid expenses and other assets | 12,817 | 0 | |
Investments in subsidiaries | 601,727 | 0 | |
Above market lease, asset | 41,440 | 43,014 | |
Operating lease right-of-use assets | 279,648 | ||
Assets held for sale | 355,688 | ||
Total assets | 11,688,573 | 10,911,901 | |
LIABILITIES | |||
Debt, net | 0 | 0 | |
Due to MGM Resorts International and affiliates | 0 | 0 | |
Intercompany | 933,484 | 841,179 | |
Accounts payable, accrued expenses and other liabilities | 1,074 | 7,694 | |
Above market lease, liability | 0 | 46,181 | |
Accrued interest | 0 | 0 | |
Distribution payable | 0 | 0 | |
Deferred revenue | 108,593 | 163,926 | |
Deferred income taxes, net | 29,909 | 33,634 | |
Liabilities related to assets held for sale | 28,937 | ||
Operating lease liabilities | 337,486 | ||
Total liabilities | 1,410,546 | 1,121,551 | |
General partner | 0 | 0 | |
Limited partners | 10,278,027 | 9,790,350 | |
Total partners’ capital | 10,278,027 | 9,790,350 | |
Total liabilities and shareholders' equity | 11,688,573 | 10,911,901 | |
Reportable Legal Entities | Non-Guarantor Subsidiaries | |||
ASSETS | |||
Real estate investments, net | 601,727 | ||
Lease incentive asset | 0 | ||
Cash and cash equivalents | 0 | ||
Tenant and other receivables, net | 0 | ||
Intercompany | 0 | ||
Prepaid expenses and other assets | 0 | ||
Investments in subsidiaries | 0 | ||
Above market lease, asset | 0 | ||
Operating lease right-of-use assets | 0 | ||
Total assets | 601,727 | ||
LIABILITIES | |||
Debt, net | 0 | ||
Due to MGM Resorts International and affiliates | 0 | ||
Intercompany | 0 | ||
Accounts payable, accrued expenses and other liabilities | 0 | ||
Above market lease, liability | 0 | ||
Accrued interest | 0 | ||
Distribution payable | 0 | ||
Deferred revenue | 0 | ||
Deferred income taxes, net | 0 | ||
Operating lease liabilities | 0 | ||
Total liabilities | 0 | ||
Limited partners | 601,727 | ||
Total partners’ capital | 601,727 | ||
Total liabilities and shareholders' equity | 601,727 | ||
Eliminations | |||
ASSETS | |||
Real estate investments, net | 0 | 0 | |
Lease incentive asset | 0 | ||
Cash and cash equivalents | 0 | 0 | |
Tenant and other receivables, net | 0 | 0 | |
Intercompany | (933,484) | (841,179) | |
Prepaid expenses and other assets | 0 | 0 | |
Investments in subsidiaries | (10,879,754) | (9,790,350) | |
Above market lease, asset | 0 | 0 | |
Operating lease right-of-use assets | 0 | ||
Assets held for sale | 0 | ||
Total assets | (11,813,238) | (10,631,529) | |
LIABILITIES | |||
Debt, net | 0 | 0 | |
Due to MGM Resorts International and affiliates | 0 | 0 | |
Intercompany | (933,484) | (841,179) | |
Accounts payable, accrued expenses and other liabilities | 0 | 0 | |
Above market lease, liability | 0 | 0 | |
Accrued interest | 0 | 0 | |
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 | (933,484) | (841,179) | |
General partner | 0 | 0 | |
Limited partners | (10,879,754) | (9,790,350) | |
Total partners’ capital | (10,879,754) | (9,790,350) | |
Total liabilities and shareholders' equity | $ (11,813,238) | $ (10,631,529) |
Consolidating Financial Infor_4
Consolidating Financial Information - Consolidating Statement of Operations and Comprehensive Income Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Revenues | |||||||||||
Rental revenue | $ 856,421 | $ 746,253 | $ 675,089 | ||||||||
Total revenues | $ 225,885 | $ 226,011 | $ 225,759 | $ 203,423 | $ 216,607 | $ 216,659 | $ 220,390 | $ 215,839 | 881,078 | 869,495 | 765,695 |
Expenses | |||||||||||
Depreciation | 294,705 | 266,622 | 260,455 | ||||||||
Property transactions, net | 10,844 | 20,319 | 34,022 | ||||||||
Ground lease and other reimbursable expenses | 23,681 | 119,531 | 88,254 | ||||||||
Amortization of above market lease, net | 0 | 686 | 686 | ||||||||
Acquisition-related expenses | 10,165 | 6,149 | 17,304 | ||||||||
General and administrative | 16,516 | 16,048 | 12,189 | ||||||||
Expenses, net | 355,911 | 429,355 | 412,910 | ||||||||
Equity in earnings of subsidiaries | 0 | 0 | 0 | ||||||||
Non-operating income (expense) | |||||||||||
Interest income | 3,219 | 2,501 | 3,907 | ||||||||
Interest expense | (249,944) | (215,532) | (184,175) | ||||||||
Loss on unhedged interest rate swaps, net | (3,880) | 0 | 0 | ||||||||
Other | (7,615) | (7,191) | (1,621) | ||||||||
Non-operating income (expense) | (258,220) | (220,222) | (181,889) | ||||||||
Income from continuing operations before income taxes | 266,947 | 219,918 | 170,896 | ||||||||
Provision for income taxes | (7,598) | (5,779) | (4,906) | ||||||||
Income from continuing operations, net of tax | 259,349 | 214,139 | 165,990 | ||||||||
Income from discontinued operations, net of tax | 67,800 | 16,216 | 30,563 | 0 | |||||||
Net income | 72,879 | 68,553 | 67,769 | 66,364 | 68,551 | 69,923 | 48,059 | 58,169 | 275,565 | 244,702 | 165,990 |
Net income | $ 72,879 | $ 68,553 | $ 67,769 | $ 66,364 | $ 68,551 | $ 69,923 | $ 48,059 | $ 58,169 | 275,565 | 244,702 | 165,990 |
Other comprehensive income | (35,198) | 4,128 | 9,782 | ||||||||
Comprehensive income | 240,367 | 248,830 | 175,772 | ||||||||
Tenant reimbursements and other | |||||||||||
Revenues | |||||||||||
Rental revenue | 24,700 | 123,200 | 90,600 | ||||||||
Total revenues | 24,657 | 123,242 | 90,606 | ||||||||
Operating Partnership | |||||||||||
Non-operating income (expense) | |||||||||||
Loss on unhedged interest rate swaps, net | (3,880) | ||||||||||
Co-Issuer | |||||||||||
Non-operating income (expense) | |||||||||||
Loss on unhedged interest rate swaps, net | 0 | ||||||||||
Reportable Legal Entities | Operating Partnership | |||||||||||
Revenues | |||||||||||
Rental revenue | 0 | 0 | 0 | ||||||||
Total revenues | 0 | 0 | 0 | ||||||||
Expenses | |||||||||||
Depreciation | 87 | 108 | 0 | ||||||||
Property transactions, net | 0 | 0 | 0 | ||||||||
Ground lease and other reimbursable expenses | 0 | 0 | 0 | ||||||||
Amortization of above market lease, net | 0 | 0 | |||||||||
Acquisition-related expenses | 10,165 | 6,149 | 17,304 | ||||||||
General and administrative | 16,516 | 16,048 | 12,189 | ||||||||
Expenses, net | 26,768 | 22,305 | 29,493 | ||||||||
Equity in earnings of subsidiaries | 556,911 | 476,353 | 377,372 | ||||||||
Non-operating income (expense) | |||||||||||
Interest income | 8,836 | 13,377 | 3,907 | ||||||||
Interest expense | (249,944) | (215,532) | (184,175) | ||||||||
Other | (7,615) | (7,191) | (1,621) | ||||||||
Non-operating income (expense) | (252,603) | (209,346) | (181,889) | ||||||||
Income from continuing operations before income taxes | 277,540 | 244,702 | 165,990 | ||||||||
Provision for income taxes | (1,975) | 0 | 0 | ||||||||
Income from continuing operations, net of tax | 275,565 | 244,702 | |||||||||
Income from discontinued operations, net of tax | 0 | 0 | |||||||||
Net income | 275,565 | 244,702 | 165,990 | ||||||||
Net income | 275,565 | 244,702 | 165,990 | ||||||||
Other comprehensive income | (35,198) | 4,128 | 9,782 | ||||||||
Comprehensive income | 240,367 | 248,830 | 175,772 | ||||||||
Reportable Legal Entities | Operating Partnership | Tenant reimbursements and other | |||||||||||
Revenues | |||||||||||
Total revenues | 0 | 0 | 0 | ||||||||
Reportable Legal Entities | Co-Issuer | |||||||||||
Revenues | |||||||||||
Rental revenue | 0 | 0 | 0 | ||||||||
Total revenues | 0 | 0 | 0 | ||||||||
Expenses | |||||||||||
Depreciation | 0 | 0 | 0 | ||||||||
Property transactions, net | 0 | 0 | 0 | ||||||||
Ground lease and other reimbursable expenses | 0 | 0 | 0 | ||||||||
Amortization of above market lease, net | 0 | 0 | |||||||||
Acquisition-related expenses | 0 | 0 | 0 | ||||||||
General and administrative | 0 | 0 | 0 | ||||||||
Expenses, net | 0 | 0 | 0 | ||||||||
Equity in earnings of subsidiaries | 0 | 0 | 0 | ||||||||
Non-operating income (expense) | |||||||||||
Interest income | 0 | 0 | 0 | ||||||||
Interest expense | 0 | 0 | 0 | ||||||||
Other | 0 | 0 | 0 | ||||||||
Non-operating income (expense) | 0 | 0 | 0 | ||||||||
Income from continuing operations before income taxes | 0 | 0 | 0 | ||||||||
Provision for income taxes | 0 | 0 | 0 | ||||||||
Income from continuing operations, net of tax | 0 | 0 | |||||||||
Income from discontinued operations, net of tax | 0 | 0 | |||||||||
Net income | 0 | 0 | 0 | ||||||||
Net income | 0 | 0 | 0 | ||||||||
Other comprehensive income | 0 | 0 | 0 | ||||||||
Comprehensive income | 0 | 0 | 0 | ||||||||
Reportable Legal Entities | Co-Issuer | Tenant reimbursements and other | |||||||||||
Revenues | |||||||||||
Total revenues | 0 | 0 | 0 | ||||||||
Reportable Legal Entities | Guarantor Subsidiaries | |||||||||||
Revenues | |||||||||||
Rental revenue | 856,421 | 746,253 | 675,089 | ||||||||
Total revenues | 881,078 | 869,495 | 765,695 | ||||||||
Expenses | |||||||||||
Depreciation | 271,345 | 266,514 | 260,455 | ||||||||
Property transactions, net | 10,844 | 20,319 | 34,022 | ||||||||
Ground lease and other reimbursable expenses | 23,681 | 119,531 | 88,254 | ||||||||
Amortization of above market lease, net | 686 | 686 | |||||||||
Acquisition-related expenses | 0 | 0 | 0 | ||||||||
General and administrative | 0 | 0 | 0 | ||||||||
Expenses, net | 305,870 | 407,050 | 383,417 | ||||||||
Equity in earnings of subsidiaries | (23,273) | 0 | 0 | ||||||||
Non-operating income (expense) | |||||||||||
Interest income | 0 | 0 | 0 | ||||||||
Interest expense | (5,617) | (10,876) | 0 | ||||||||
Loss on unhedged interest rate swaps, net | 0 | ||||||||||
Other | 0 | 0 | 0 | ||||||||
Non-operating income (expense) | (5,617) | (10,876) | 0 | ||||||||
Income from continuing operations before income taxes | 546,318 | 451,569 | 382,278 | ||||||||
Provision for income taxes | (5,623) | (5,779) | (4,906) | ||||||||
Income from continuing operations, net of tax | 540,695 | 445,790 | |||||||||
Income from discontinued operations, net of tax | 16,216 | 30,563 | |||||||||
Net income | 556,911 | 476,353 | 377,372 | ||||||||
Net income | 556,911 | 476,353 | 377,372 | ||||||||
Other comprehensive income | 0 | 0 | 0 | ||||||||
Comprehensive income | 556,911 | 476,353 | 377,372 | ||||||||
Reportable Legal Entities | Guarantor Subsidiaries | Tenant reimbursements and other | |||||||||||
Revenues | |||||||||||
Total revenues | 24,657 | 123,242 | 90,606 | ||||||||
Reportable Legal Entities | Non-Guarantor Subsidiaries | |||||||||||
Revenues | |||||||||||
Rental revenue | 0 | ||||||||||
Total revenues | 0 | ||||||||||
Expenses | |||||||||||
Depreciation | 23,273 | ||||||||||
Property transactions, net | 0 | ||||||||||
Ground lease and other reimbursable expenses | 0 | ||||||||||
Acquisition-related expenses | 0 | ||||||||||
General and administrative | 0 | ||||||||||
Expenses, net | 23,273 | ||||||||||
Equity in earnings of subsidiaries | 0 | ||||||||||
Non-operating income (expense) | |||||||||||
Interest income | 0 | ||||||||||
Interest expense | 0 | ||||||||||
Loss on unhedged interest rate swaps, net | 0 | ||||||||||
Other | 0 | ||||||||||
Non-operating income (expense) | 0 | ||||||||||
Income from continuing operations before income taxes | (23,273) | ||||||||||
Provision for income taxes | 0 | ||||||||||
Income from continuing operations, net of tax | (23,273) | ||||||||||
Income from discontinued operations, net of tax | 0 | ||||||||||
Net income | (23,273) | ||||||||||
Net income | (23,273) | ||||||||||
Other comprehensive income | 0 | ||||||||||
Comprehensive income | (23,273) | ||||||||||
Reportable Legal Entities | Non-Guarantor Subsidiaries | Tenant reimbursements and other | |||||||||||
Revenues | |||||||||||
Total revenues | 0 | ||||||||||
Eliminations | |||||||||||
Revenues | |||||||||||
Rental revenue | 0 | 0 | 0 | ||||||||
Total revenues | 0 | 0 | 0 | ||||||||
Expenses | |||||||||||
Depreciation | 0 | 0 | 0 | ||||||||
Property transactions, net | 0 | 0 | 0 | ||||||||
Ground lease and other reimbursable expenses | 0 | 0 | 0 | ||||||||
Amortization of above market lease, net | 0 | 0 | |||||||||
Acquisition-related expenses | 0 | 0 | 0 | ||||||||
General and administrative | 0 | 0 | 0 | ||||||||
Expenses, net | 0 | 0 | 0 | ||||||||
Equity in earnings of subsidiaries | (533,638) | (476,353) | (377,372) | ||||||||
Non-operating income (expense) | |||||||||||
Interest income | (5,617) | (10,876) | 0 | ||||||||
Interest expense | 5,617 | 10,876 | 0 | ||||||||
Loss on unhedged interest rate swaps, net | 0 | ||||||||||
Other | 0 | 0 | 0 | ||||||||
Non-operating income (expense) | 0 | 0 | 0 | ||||||||
Income from continuing operations before income taxes | (533,638) | (476,353) | (377,372) | ||||||||
Provision for income taxes | 0 | 0 | 0 | ||||||||
Income from continuing operations, net of tax | (533,638) | (476,353) | |||||||||
Income from discontinued operations, net of tax | 0 | 0 | |||||||||
Net income | (533,638) | (476,353) | (377,372) | ||||||||
Net income | (533,638) | (476,353) | (377,372) | ||||||||
Other comprehensive income | 0 | 0 | 0 | ||||||||
Comprehensive income | (533,638) | (476,353) | (377,372) | ||||||||
Eliminations | Tenant reimbursements and other | |||||||||||
Revenues | |||||||||||
Total revenues | $ 0 | $ 0 | $ 0 |
Consolidating Financial Infor_5
Consolidating Financial Information - Consolidating Statement of Cash Flows Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Cash flows from operating activities | |||
Net cash provided by (used in) operating activities | $ 100,706 | $ 556,801 | $ 482,578 |
Cash flows from investing activities | |||
Capital expenditures for property and equipment | 0 | (192) | (488) |
Proceeds from Northfield OpCo Transaction | 3,779 | 0 | 0 |
MGM National Harbor transaction | (462,500) | ||
Acquisition of Northfield | 298,957 | (1,068,336) | |
Net cash provided by (used in) investing activities - continuing operations | 3,779 | (1,068,528) | (462,988) |
Cash flows from financing activities | |||
Net borrowings (repayments) under bank credit facility | (1,115,375) | 727,750 | (41,875) |
Proceeds from issuance of debt | 750,000 | 0 | 350,000 |
Deferred financing costs | (9,983) | (17,490) | (5,598) |
Repayment of assumed debt and bridge facilities | (245,950) | 0 | (425,000) |
Proceeds from issuance of Class A shares, net | 1,250,006 | 0 | 387,548 |
Dividends and distributions paid | (533,735) | (454,260) | (385,435) |
Cash received by Parent on behalf of Guarantor Subsidiaries, net | 0 | 0 | 0 |
Other | (1,342) | 0 | 0 |
Net cash provided by (used in) financing activities - continuing operations | 93,621 | 256,000 | (120,360) |
Cash flows provided by operating activities, net | 15,591 | 23,406 | 0 |
Cash flows provided by (used in) investing activities, net | (12) | 32,416 | 0 |
Cash flows used in financing activities, net | (37,900) | 0 | 0 |
Net cash provided by (used in) discontinued operations | (22,321) | 55,822 | 0 |
Change in cash and cash equivalents classified as assets held for sale | (22,321) | 55,822 | 0 |
Cash and cash equivalents | |||
Net (decrease) increase for the period | 198,106 | (255,727) | (100,770) |
Balance, beginning of period | 3,995 | 259,722 | 360,492 |
Balance, end of period | 202,101 | 3,995 | 259,722 |
Eliminations | |||
Cash flows from operating activities | |||
Net cash provided by (used in) operating activities | 0 | 0 | 0 |
Cash flows from investing activities | |||
Capital expenditures for property and equipment | 0 | 0 | |
Proceeds from Northfield OpCo Transaction | 0 | ||
MGM National Harbor transaction | 0 | ||
Acquisition of Northfield | 0 | ||
Net cash provided by (used in) investing activities - continuing operations | 0 | 0 | 0 |
Cash flows from financing activities | |||
Net borrowings (repayments) under bank credit facility | 0 | 0 | 0 |
Proceeds from issuance of debt | 0 | 0 | |
Deferred financing costs | 0 | 0 | 0 |
Repayment of assumed debt and bridge facilities | 0 | 0 | |
Proceeds from issuance of Class A shares, net | 0 | 0 | |
Dividends and distributions paid | 0 | 0 | 0 |
Cash received by Parent on behalf of Guarantor Subsidiaries, net | 0 | 0 | 0 |
Other | 0 | ||
Net cash provided by (used in) financing activities - continuing operations | 0 | 0 | 0 |
Cash flows provided by operating activities, net | 0 | 0 | |
Cash flows provided by (used in) investing activities, net | 0 | 0 | |
Cash flows used in financing activities, net | 0 | 0 | |
Net cash provided by (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 (decrease) increase for the period | 0 | 0 | 0 |
Balance, beginning of period | 0 | 0 | 0 |
Balance, end of period | 0 | 0 | 0 |
Operating Partnership | Reportable Legal Entities | |||
Cash flows from operating activities | |||
Net cash provided by (used in) operating activities | (813,522) | (210,132) | (198,925) |
Cash flows from investing activities | |||
Capital expenditures for property and equipment | (192) | (488) | |
Proceeds from Northfield OpCo Transaction | 3,779 | ||
MGM National Harbor transaction | (462,500) | ||
Acquisition of Northfield | (1,068,336) | ||
Net cash provided by (used in) investing activities - continuing operations | 3,779 | (1,068,528) | (462,988) |
Cash flows from financing activities | |||
Net borrowings (repayments) under bank credit facility | (1,115,375) | 727,750 | (41,875) |
Proceeds from issuance of debt | 750,000 | 350,000 | |
Deferred financing costs | (9,983) | (17,490) | (5,598) |
Repayment of assumed debt and bridge facilities | (245,950) | (425,000) | |
Proceeds from issuance of Class A shares, net | 1,250,006 | 387,548 | |
Dividends and distributions paid | (533,735) | (454,260) | (385,435) |
Cash received by Parent on behalf of Guarantor Subsidiaries, net | 914,228 | 766,933 | 681,503 |
Other | (1,342) | ||
Net cash provided by (used in) financing activities - continuing operations | 1,007,849 | 1,022,933 | 561,143 |
Cash flows provided by operating activities, net | 0 | 0 | |
Cash flows provided by (used in) investing activities, net | 0 | 0 | |
Cash flows used in financing activities, net | 0 | 0 | |
Net cash provided by (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 (decrease) increase for the period | 198,106 | (255,727) | (100,770) |
Balance, beginning of period | 3,995 | 259,722 | 360,492 |
Balance, end of period | 202,101 | 3,995 | 259,722 |
Co-Issuer | Reportable Legal Entities | |||
Cash flows from operating activities | |||
Net cash provided by (used in) operating activities | 0 | 0 | 0 |
Cash flows from investing activities | |||
Capital expenditures for property and equipment | 0 | 0 | |
Proceeds from Northfield OpCo Transaction | 0 | ||
MGM National Harbor transaction | 0 | ||
Acquisition of Northfield | 0 | ||
Net cash provided by (used in) investing activities - continuing operations | 0 | 0 | 0 |
Cash flows from financing activities | |||
Net borrowings (repayments) under bank credit facility | 0 | 0 | 0 |
Proceeds from issuance of debt | 0 | 0 | |
Deferred financing costs | 0 | 0 | 0 |
Repayment of assumed debt and bridge facilities | 0 | 0 | |
Proceeds from issuance of Class A shares, net | 0 | 0 | |
Dividends and distributions paid | 0 | 0 | 0 |
Cash received by Parent on behalf of Guarantor Subsidiaries, net | 0 | 0 | 0 |
Other | 0 | ||
Net cash provided by (used in) financing activities - continuing operations | 0 | 0 | 0 |
Cash flows provided by operating activities, net | 0 | 0 | |
Cash flows provided by (used in) investing activities, net | 0 | 0 | |
Cash flows used in financing activities, net | 0 | 0 | |
Net cash provided by (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 (decrease) increase for the period | 0 | 0 | 0 |
Balance, beginning of period | 0 | 0 | 0 |
Balance, end of period | 0 | 0 | 0 |
Guarantor Subsidiaries | Reportable Legal Entities | |||
Cash flows from operating activities | |||
Net cash provided by (used in) operating activities | 914,228 | 766,933 | 681,503 |
Cash flows from investing activities | |||
Capital expenditures for property and equipment | 0 | 0 | |
Proceeds from Northfield OpCo Transaction | 0 | ||
MGM National Harbor transaction | 0 | ||
Acquisition of Northfield | 0 | ||
Net cash provided by (used in) investing activities - continuing operations | 0 | 0 | 0 |
Cash flows from financing activities | |||
Net borrowings (repayments) under bank credit facility | 0 | 0 | 0 |
Proceeds from issuance of debt | 0 | 0 | |
Deferred financing costs | 0 | 0 | 0 |
Repayment of assumed debt and bridge facilities | 0 | 0 | |
Proceeds from issuance of Class A shares, net | 0 | 0 | |
Dividends and distributions paid | 0 | 0 | 0 |
Cash received by Parent on behalf of Guarantor Subsidiaries, net | (914,228) | (766,933) | (681,503) |
Other | 0 | ||
Net cash provided by (used in) financing activities - continuing operations | (914,228) | (766,933) | (681,503) |
Cash flows provided by operating activities, net | 15,591 | 23,406 | |
Cash flows provided by (used in) investing activities, net | (12) | 32,416 | |
Cash flows used in financing activities, net | (37,900) | 0 | |
Net cash provided by (used in) discontinued operations | (22,321) | 55,822 | |
Change in cash and cash equivalents classified as assets held for sale | (22,321) | 55,822 | |
Cash and cash equivalents | |||
Net (decrease) increase for the period | 0 | 0 | 0 |
Balance, beginning of period | 0 | 0 | 0 |
Balance, end of period | 0 | 0 | $ 0 |
Non-Guarantor Subsidiaries | Reportable Legal Entities | |||
Cash flows from operating activities | |||
Net cash provided by (used in) operating activities | 0 | ||
Cash flows from investing activities | |||
Proceeds from Northfield OpCo Transaction | 0 | ||
Net cash provided by (used in) investing activities - continuing operations | 0 | ||
Cash flows from financing activities | |||
Net borrowings (repayments) under bank credit facility | 0 | ||
Proceeds from issuance of debt | 0 | ||
Deferred financing costs | 0 | ||
Repayment of assumed debt and bridge facilities | 0 | ||
Proceeds from issuance of Class A shares, net | 0 | ||
Dividends and distributions paid | 0 | ||
Cash received by Parent on behalf of Guarantor Subsidiaries, net | 0 | ||
Other | 0 | ||
Net cash provided by (used in) financing activities - continuing operations | 0 | ||
Cash flows provided by operating activities, net | 0 | ||
Cash flows provided by (used in) investing activities, net | 0 | ||
Cash flows used in financing activities, net | 0 | ||
Net cash provided by (used in) discontinued operations | 0 | ||
Change in cash and cash equivalents classified as assets held for sale | 0 | ||
Cash and cash equivalents | |||
Net (decrease) increase for the period | 0 | ||
Balance, beginning of period | 0 | ||
Balance, end of period | $ 0 | $ 0 |
MGP Selected Quarterly Financ_3
MGP Selected Quarterly Financial Results (Unaudited) - Summary of Quarterly Financial Results (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Quarterly Financial Information Disclosure [Abstract] | |||||||||||
Revenues | $ 225,885 | $ 226,011 | $ 225,759 | $ 203,423 | $ 216,607 | $ 216,659 | $ 220,390 | $ 215,839 | $ 881,078 | $ 869,495 | $ 765,695 |
Net income | 72,879 | 68,553 | 67,769 | 66,364 | 68,551 | 69,923 | 48,059 | 58,169 | 275,565 | 244,702 | 165,990 |
Net income attributable to Class A shareholders | $ 25,932 | $ 22,515 | $ 21,858 | $ 19,955 | $ 18,605 | $ 19,484 | $ 13,146 | $ 15,830 | $ 90,260 | $ 67,065 | $ 41,775 |
Net income per Class A share (basic) (in dollars per share) | $ 0.25 | $ 0.24 | $ 0.24 | $ 0.24 | $ 0.26 | $ 0.27 | $ 0.19 | $ 0.22 | $ 0.94 | ||
Net income per Class A share (diluted) (in dollars per share) | $ 0.25 | $ 0.24 | $ 0.24 | $ 0.24 | $ 0.26 | $ 0.27 | $ 0.18 | $ 0.22 | $ 0.94 |
MGP Selected Quarterly Financ_4
MGP Selected Quarterly Financial Results (Unaudited) - Narrative (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Quarterly Financial Information Disclosure [Abstract] | ||||
Income from discontinued operations, net of tax | $ 67,800 | $ 16,216 | $ 30,563 | $ 0 |
Operating Partnership Selecte_3
Operating Partnership Selected Quarterly Financial Results (Unaudited) - Summary of Quarterly Financial Results (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Segment Reporting Information [Line Items] | |||||||||||
Total revenues | $ 225,885 | $ 226,011 | $ 225,759 | $ 203,423 | $ 216,607 | $ 216,659 | $ 220,390 | $ 215,839 | $ 881,078 | $ 869,495 | $ 765,695 |
Net income | 72,879 | 68,553 | 67,769 | 66,364 | 68,551 | 69,923 | 48,059 | 58,169 | 275,565 | 244,702 | 165,990 |
Income from discontinued operations, net of tax | 67,800 | 16,216 | 30,563 | 0 | |||||||
MGP Operating Partnership | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Total revenues | 225,885 | 226,011 | 225,759 | 203,423 | 216,607 | 216,659 | 220,390 | 215,839 | 881,078 | 869,495 | 765,695 |
Net income | $ 72,879 | $ 68,553 | $ 67,769 | $ 66,364 | $ 68,551 | $ 69,923 | $ 48,059 | $ 58,169 | $ 275,565 | $ 244,702 | $ 165,990 |
Net income per Operating Partnership unit (basic) (in dollars per share) | $ 0.24 | $ 0.23 | $ 0.23 | $ 0.23 | $ 0.26 | $ 0.26 | $ 0.18 | $ 0.22 | $ 0.94 | $ 0.92 | $ 0.67 |
Net income per Operating Partnership unit (diluted) (in dollars per share) | $ 0.24 | $ 0.23 | $ 0.23 | $ 0.23 | $ 0.26 | $ 0.26 | $ 0.18 | $ 0.22 | $ 0.94 | $ 0.92 | $ 0.66 |
Income from discontinued operations, net of tax | $ 16,216 | $ 30,563 | $ 0 |
Schedule III - Real Estate an_2
Schedule III - Real Estate and Accumulated Depreciation - Summary of Real Estate Properties (Detail) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Acquisition Costs | |||||
Land | $ 4,631,013 | ||||
Building, Improvements and Other | 9,351,661 | ||||
Costs Capitalized Subsequent to Acquisition | |||||
Land | 0 | ||||
Building, Improvements and Other | 147,543 | ||||
Gross Amount at Which Carried at Close of Period | |||||
Land | 4,631,013 | ||||
Building, Improvements and Other | 9,293,483 | ||||
Total | 13,924,496 | $ 13,318,334 | $ 12,655,847 | $ 11,468,170 | |
Accumulated Depreciation | (3,096,524) | $ (2,812,205) | $ (2,633,909) | $ (2,388,492) | |
Aggregate cost of land, buildings, and improvements for federal income tax purposes | 10,200,000 | ||||
Investment Properties | |||||
Acquisition Costs | |||||
Land | 4,631,013 | ||||
Building, Improvements and Other | 9,351,173 | ||||
Costs Capitalized Subsequent to Acquisition | |||||
Land | 0 | ||||
Building, Improvements and Other | 147,351 | ||||
Gross Amount at Which Carried at Close of Period | |||||
Land | 4,631,013 | ||||
Building, Improvements and Other | 9,292,802 | ||||
Total | 13,923,815 | ||||
Accumulated Depreciation | (3,096,329) | ||||
New York-New York | Investment Properties | |||||
Acquisition Costs | |||||
Land | 183,010 | ||||
Building, Improvements and Other | 585,354 | ||||
Costs Capitalized Subsequent to Acquisition | |||||
Land | 0 | ||||
Building, Improvements and Other | 0 | ||||
Gross Amount at Which Carried at Close of Period | |||||
Land | 183,010 | ||||
Building, Improvements and Other | 584,545 | ||||
Total | 767,555 | ||||
Accumulated Depreciation | (327,521) | ||||
The Mirage | Investment Properties | |||||
Acquisition Costs | |||||
Land | 1,017,562 | ||||
Building, Improvements and Other | 760,222 | ||||
Costs Capitalized Subsequent to Acquisition | |||||
Land | 0 | ||||
Building, Improvements and Other | 0 | ||||
Gross Amount at Which Carried at Close of Period | |||||
Land | 1,017,562 | ||||
Building, Improvements and Other | 746,711 | ||||
Total | 1,764,273 | ||||
Accumulated Depreciation | (514,770) | ||||
Mandalay Bay | Investment Properties | |||||
Acquisition Costs | |||||
Land | 1,199,785 | ||||
Building, Improvements and Other | 1,882,381 | ||||
Costs Capitalized Subsequent to Acquisition | |||||
Land | 0 | ||||
Building, Improvements and Other | 0 | ||||
Gross Amount at Which Carried at Close of Period | |||||
Land | 1,199,785 | ||||
Building, Improvements and Other | 1,864,080 | ||||
Total | 3,063,865 | ||||
Accumulated Depreciation | (781,075) | ||||
Luxor | Investment Properties | |||||
Acquisition Costs | |||||
Land | 440,685 | ||||
Building, Improvements and Other | 710,796 | ||||
Costs Capitalized Subsequent to Acquisition | |||||
Land | 0 | ||||
Building, Improvements and Other | 0 | ||||
Gross Amount at Which Carried at Close of Period | |||||
Land | 440,685 | ||||
Building, Improvements and Other | 701,918 | ||||
Total | 1,142,603 | ||||
Accumulated Depreciation | (372,752) | ||||
Excalibur | Investment Properties | |||||
Acquisition Costs | |||||
Land | 814,805 | ||||
Building, Improvements and Other | 342,685 | ||||
Costs Capitalized Subsequent to Acquisition | |||||
Land | 0 | ||||
Building, Improvements and Other | 43,945 | ||||
Gross Amount at Which Carried at Close of Period | |||||
Land | 814,805 | ||||
Building, Improvements and Other | 383,737 | ||||
Total | 1,198,542 | ||||
Accumulated Depreciation | (156,945) | ||||
Park MGM | Investment Properties | |||||
Acquisition Costs | |||||
Land | 291,035 | ||||
Building, Improvements and Other | 376,625 | ||||
Costs Capitalized Subsequent to Acquisition | |||||
Land | 0 | ||||
Building, Improvements and Other | 103,406 | ||||
Gross Amount at Which Carried at Close of Period | |||||
Land | 291,035 | ||||
Building, Improvements and Other | 324,764 | ||||
Total | 615,799 | ||||
Accumulated Depreciation | (98,499) | ||||
Beau Rivage | Investment Properties | |||||
Acquisition Costs | |||||
Land | 104,945 | ||||
Building, Improvements and Other | 561,457 | ||||
Costs Capitalized Subsequent to Acquisition | |||||
Land | 0 | ||||
Building, Improvements and Other | 0 | ||||
Gross Amount at Which Carried at Close of Period | |||||
Land | 104,945 | ||||
Building, Improvements and Other | 551,403 | ||||
Total | 656,348 | ||||
Accumulated Depreciation | (268,488) | ||||
MGM Grand Detroit | Investment Properties | |||||
Acquisition Costs | |||||
Land | 52,509 | ||||
Building, Improvements and Other | 597,324 | ||||
Costs Capitalized Subsequent to Acquisition | |||||
Land | 0 | ||||
Building, Improvements and Other | 0 | ||||
Gross Amount at Which Carried at Close of Period | |||||
Land | 52,509 | ||||
Building, Improvements and Other | 597,350 | ||||
Total | 649,859 | ||||
Accumulated Depreciation | (192,137) | ||||
Gold Strike Tunica | Investment Properties | |||||
Acquisition Costs | |||||
Land | 3,609 | ||||
Building, Improvements and Other | 179,146 | ||||
Costs Capitalized Subsequent to Acquisition | |||||
Land | 0 | ||||
Building, Improvements and Other | 0 | ||||
Gross Amount at Which Carried at Close of Period | |||||
Land | 3,609 | ||||
Building, Improvements and Other | 178,495 | ||||
Total | 182,104 | ||||
Accumulated Depreciation | (93,110) | ||||
Borgata | Investment Properties | |||||
Acquisition Costs | |||||
Land | 35,568 | ||||
Building, Improvements and Other | 1,264,432 | ||||
Costs Capitalized Subsequent to Acquisition | |||||
Land | 0 | ||||
Building, Improvements and Other | 0 | ||||
Gross Amount at Which Carried at Close of Period | |||||
Land | 35,568 | ||||
Building, Improvements and Other | 1,250,944 | ||||
Total | 1,286,512 | ||||
Accumulated Depreciation | (121,315) | ||||
MGM National Harbor | Investment Properties | |||||
Acquisition Costs | |||||
Land | 0 | ||||
Building, Improvements and Other | 1,183,909 | ||||
Costs Capitalized Subsequent to Acquisition | |||||
Land | 0 | ||||
Building, Improvements and Other | 0 | ||||
Gross Amount at Which Carried at Close of Period | |||||
Land | 0 | ||||
Building, Improvements and Other | 1,205,531 | ||||
Total | 1,205,531 | ||||
Accumulated Depreciation | (125,549) | ||||
MGM Northfield Park | Investment Properties | |||||
Acquisition Costs | |||||
Land | 392,500 | ||||
Building, Improvements and Other | 376,842 | ||||
Costs Capitalized Subsequent to Acquisition | |||||
Land | 0 | ||||
Building, Improvements and Other | 0 | ||||
Gross Amount at Which Carried at Close of Period | |||||
Land | 392,500 | ||||
Building, Improvements and Other | 373,324 | ||||
Total | 765,824 | ||||
Accumulated Depreciation | (20,895) | ||||
Empire City | Investment Properties | |||||
Acquisition Costs | |||||
Land | 95,000 | ||||
Building, Improvements and Other | 530,000 | ||||
Costs Capitalized Subsequent to Acquisition | |||||
Land | 0 | ||||
Building, Improvements and Other | 0 | ||||
Gross Amount at Which Carried at Close of Period | |||||
Land | 95,000 | ||||
Building, Improvements and Other | 530,000 | ||||
Total | 625,000 | ||||
Accumulated Depreciation | (23,273) | ||||
MGP Corporate Office | Corporate Property | |||||
Acquisition Costs | |||||
Land | 0 | ||||
Building, Improvements and Other | 488 | ||||
Costs Capitalized Subsequent to Acquisition | |||||
Land | 0 | ||||
Building, Improvements and Other | 192 | ||||
Gross Amount at Which Carried at Close of Period | |||||
Land | 0 | ||||
Building, Improvements and Other | 681 | ||||
Total | 681 | ||||
Accumulated Depreciation | $ (195) |
Schedule III - Real Estate an_3
Schedule III - Real Estate and Accumulated Depreciation - Summary of Depreciable Lives (Detail) | 12 Months Ended |
Dec. 31, 2019 | |
Buildings and building improvements | Minimum | |
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items] | |
Depreciable lives | 20 years |
Buildings and building improvements | Maximum | |
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items] | |
Depreciable lives | 40 years |
Land improvements | Minimum | |
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items] | |
Depreciable lives | 10 years |
Land improvements | Maximum | |
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items] | |
Depreciable lives | 20 years |
Fixtures and integral equipment | Minimum | |
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items] | |
Depreciable lives | 3 years |
Fixtures and integral equipment | Maximum | |
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items] | |
Depreciable lives | 20 years |
Schedule III - Real Estate an_4
Schedule III - Real Estate and Accumulated Depreciation - Reconciliation of Real Estate (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate [Roll Forward] | |||
Balance at beginning of year | $ 13,318,334 | $ 12,655,847 | $ 11,468,170 |
Additions | 625,000 | 788,850 | 1,273,776 |
Dispositions and write-offs | (27,377) | (105,646) | (86,905) |
Other | 8,539 | (20,717) | 806 |
Balance at end of year | 13,924,496 | 13,318,334 | 12,655,847 |
Empire City Casino | |||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate [Roll Forward] | |||
Additions | $ 625,000 | ||
MGM Northfield Park | |||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate [Roll Forward] | |||
Additions | $ 769,300 | ||
MGM National Harbor Transaction | |||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate [Roll Forward] | |||
Additions | $ 1,200,000 |
Schedule III - Real Estate an_5
Schedule III - Real Estate and Accumulated Depreciation - Reconciliation of Accumulated Depreciation (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate, Accumulated Depreciation [Roll Forward] | |||
Balance at beginning of year | $ (2,812,205) | $ (2,633,909) | |
Depreciation expense | (294,705) | $ (266,622) | (260,455) |
Dispositions and write-offs | 16,533 | 85,327 | 52,883 |
Other | 6,147 | (2,999) | $ 37,845 |
Balance at end of year | $ (3,096,524) | $ (2,812,205) |