Cover Page
Cover Page - shares | 3 Months Ended | |
Mar. 31, 2021 | Apr. 28, 2021 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2021 | |
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, Suite #750 | |
Entity Address, City or Town | Las Vegas | |
Entity Address, State or Province | NV | |
Entity Address, Postal Zip Code | 89135 | |
City Area Code | 702 | |
Local Phone Number | 669-1480 | |
Title of 12(b) Security | Class A Shares, no par value | |
Trading Symbol | MGP | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q1 | |
Entity Central Index Key | 0001656936 | |
Current Fiscal Year End Date | --12-31 | |
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 Current Reporting Status | No | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Central Index Key | 0001691299 | |
Class A Shares | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 153,386,208 | |
Class B Shares | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 1 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
ASSETS | ||
Real estate investments, net | $ 8,251,957 | $ 8,310,737 |
Lease incentive asset | 502,156 | 507,161 |
Investment in unconsolidated affiliate | 820,390 | 810,066 |
Cash and cash equivalents | 143,231 | 626,385 |
Prepaid expenses and other assets | 24,310 | 25,525 |
Above market lease, asset | 39,473 | 39,867 |
Operating lease right-of-use assets | 280,708 | 280,565 |
Total assets | 10,062,225 | 10,600,306 |
Liabilities | ||
Debt, net | 4,161,439 | 4,168,959 |
Due to MGM Resorts International and affiliates | 335 | 316 |
Accounts payable, accrued expenses and other liabilities | 75,386 | 124,109 |
Accrued interest | 59,510 | 48,505 |
Dividend and distribution payable | 131,025 | 136,484 |
Deferred revenue | 170,015 | 156,760 |
Deferred income taxes, net | 33,298 | 33,298 |
Operating lease liabilities | 341,386 | 341,133 |
Total liabilities | 4,972,394 | 5,009,564 |
Commitments and contingencies (Note 11) | ||
Shareholders' equity | ||
Class A shares: no par value, 1,000,000,000 shares authorized, 153,323,880 and 131,459,651 shares issued and outstanding as of March 31, 2021 and December 31, 2020, respectively | 0 | 0 |
Additional paid-in capital | 3,459,599 | 3,114,331 |
Accumulated deficit | (439,194) | (422,897) |
Accumulated other comprehensive loss | (53,553) | (51,197) |
Total Class A shareholders' equity | 2,966,852 | 2,640,237 |
Noncontrolling interest | 2,122,979 | 2,950,505 |
Total shareholders' equity | 5,089,831 | 5,590,742 |
Partners’ capital | ||
Total liabilities and shareholders' equity | 10,062,225 | 10,600,306 |
MGP Operating Partnership | ||
ASSETS | ||
Real estate investments, net | 8,251,957 | 8,310,737 |
Lease incentive asset | 502,156 | 507,161 |
Investment in unconsolidated affiliate | 820,390 | 810,066 |
Cash and cash equivalents | 143,231 | 626,385 |
Prepaid expenses and other assets | 24,310 | 25,525 |
Above market lease, asset | 39,473 | 39,867 |
Operating lease right-of-use assets | 280,708 | 280,565 |
Total assets | 10,062,225 | 10,600,306 |
Liabilities | ||
Debt, net | 4,161,439 | 4,168,959 |
Due to MGM Resorts International and affiliates | 335 | 316 |
Accounts payable, accrued expenses and other liabilities | 75,386 | 124,109 |
Accrued interest | 59,510 | 48,505 |
Dividend and distribution payable | 131,025 | 136,484 |
Deferred revenue | 170,015 | 156,760 |
Deferred income taxes, net | 33,298 | 33,298 |
Operating lease liabilities | 341,386 | 341,133 |
Total liabilities | 4,972,394 | 5,009,564 |
Commitments and contingencies (Note 11) | ||
Partners’ capital | ||
General partner | 0 | 0 |
Limited partners: 264,696,637 and 279,966,531 Operating Partnership units issued and outstanding as of March 31, 2021 and December 31, 2020, respectively. | 5,089,831 | 5,590,742 |
Total partners’ capital | 5,089,831 | 5,590,742 |
Total liabilities and shareholders' equity | $ 10,062,225 | $ 10,600,306 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - shares | Mar. 31, 2021 | Dec. 31, 2020 |
Shareholders' equity | ||
Common stock, shares authorized (in shares) | 1,000,000,000 | 1,000,000,000 |
Common stock, shares, issued (in shares) | 153,323,880 | 131,459,651 |
Common stock, shares outstanding (in shares) | 153,323,880 | 131,459,651 |
MGP Operating Partnership | ||
Partners’ capital | ||
Partners' capital, units issued (in shares) | 264,696,637 | 279,966,531 |
Partners' capital, units outstanding (in shares) | 264,696,637 | 279,966,531 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Revenues | $ 194,342 | $ 209,570 |
Expenses | ||
Depreciation | 57,937 | 62,047 |
Property transactions, net | 843 | 195,056 |
Ground lease expense and other | 5,920 | 5,920 |
Acquisition-related expenses | 0 | 622 |
General and administrative | 3,659 | 4,882 |
Total Expenses | 68,359 | 268,527 |
Other income (expense) | ||
Income from unconsolidated affiliate | 25,485 | 13,363 |
Interest income | 317 | 1,091 |
Interest expense | (68,446) | (49,198) |
Gain (loss) on unhedged interest rate swaps, net | 35,059 | (12,120) |
Other | (197) | (18,368) |
Non-operating income (expense) | (7,782) | (65,232) |
Income (loss) before income taxes | 118,201 | (124,189) |
Provision for income taxes | (2,792) | (1,133) |
Net income | 115,409 | (125,322) |
Less: Net (income) loss attributable to noncontrolling interest | (55,811) | 75,574 |
Net income (loss) attributable to Class A shareholders | $ 59,598 | $ (49,748) |
Weighted average Class A shares outstanding: | ||
Basic (in shares) | 135,709,000 | 123,259,000 |
Diluted (in shares) | 135,936,000 | 123,259,000 |
MGP Operating Partnership | ||
Revenues | $ 194,342 | $ 209,570 |
Expenses | ||
Depreciation | 57,937 | 62,047 |
Property transactions, net | 843 | 195,056 |
Ground lease expense and other | 5,920 | 5,920 |
Acquisition-related expenses | 0 | 622 |
General and administrative | 3,659 | 4,882 |
Total Expenses | 68,359 | 268,527 |
Other income (expense) | ||
Income from unconsolidated affiliate | 25,485 | 13,363 |
Interest income | 317 | 1,091 |
Interest expense | (68,446) | (49,198) |
Gain (loss) on unhedged interest rate swaps, net | 35,059 | (12,120) |
Other | (197) | (18,368) |
Non-operating income (expense) | (7,782) | (65,232) |
Income (loss) before income taxes | 118,201 | (124,189) |
Provision for income taxes | (2,792) | (1,133) |
Net income | $ 115,409 | $ (125,322) |
Weighted average Operating Partnership units outstanding | ||
Basic (in shares) | 276,692,000 | 324,310,000 |
Diluted (in shares) | 276,919,000 | 324,310,000 |
Net income (loss) per Operating Partnership unit (basic) (in dollars per share) | $ 0.42 | $ (0.39) |
Net income (loss) per Operating Partnership unit (diluted) (in dollars per share) | $ 0.42 | $ (0.39) |
Class A Shares | ||
Weighted average Class A shares outstanding: | ||
Basic (in shares) | 135,709,000 | 123,259,000 |
Diluted (in shares) | 135,936,000 | 123,259,000 |
Per Class A share data | ||
Earnings per Class A share (basic) (in usd per share) | $ 0.44 | $ (0.40) |
Earnings per Class A share (diluted) (in usd per share) | $ 0.44 | $ (0.40) |
Rental revenue | ||
Revenues | $ 188,303 | $ 203,531 |
Rental revenue | MGP Operating Partnership | ||
Revenues | 188,303 | 203,531 |
Ground lease and other | ||
Revenues | 6,039 | 6,039 |
Ground lease and other | MGP Operating Partnership | ||
Revenues | $ 6,039 | $ 6,039 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Net income (loss) | $ 115,409 | $ (125,322) |
Other comprehensive income (loss) | 16,579 | (95,320) |
Comprehensive income (loss) | 131,988 | (220,642) |
Less: Comprehensive (income) loss attributable to noncontrolling interests | (64,191) | 133,363 |
Comprehensive income (loss) attributable to Class A shareholders | 67,797 | (87,279) |
MGP Operating Partnership | ||
Net income (loss) | 115,409 | (125,322) |
Other comprehensive income (loss) | 16,579 | |
Unrealized gain (loss) on cash flow hedges | 16,579 | (95,320) |
Comprehensive income (loss) attributable to Class A shareholders | $ 131,988 | $ (220,642) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Cash flows from operating activities | ||
Net income (loss) | $ 115,409 | $ (125,322) |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | ||
Depreciation | 57,937 | 62,047 |
Property transactions, net | 843 | 195,056 |
Amortization of financing costs | 2,863 | 2,509 |
Loss on retirement of debt | 0 | 18,129 |
Non-cash ground lease, net | 259 | 260 |
Deemed contributions - tax sharing agreement | 2,792 | 1,133 |
Straight-line rental revenues, excluding amortization of lease incentive asset | 13,633 | 10,781 |
Amortization of lease incentive asset | 5,005 | 5,005 |
Amortization of deferred revenue on non-normal tenant improvements | (378) | (378) |
Amortization of cash flow hedges | 4,618 | 756 |
(Gain) loss on unhedged interest rate swaps, net | (35,059) | 12,120 |
Share-based compensation | 852 | 754 |
Income from unconsolidated affiliate | (25,485) | (13,363) |
Distributions from unconsolidated affiliate | 15,161 | 12,181 |
Change in operating assets and liabilities: | ||
Prepaid expenses and other assets | 242 | (1,927) |
Due to MGM Resorts International and affiliates | 19 | 586 |
Accounts payable, accrued expenses and other liabilities | (1,644) | 1,028 |
Accrued interest | 11,005 | (5,454) |
Net cash provided by operating activities | 168,072 | 175,901 |
Cash flows from investing activities | ||
Proceeds from sale of Mandalay Bay real estate assets, net | 0 | 58,084 |
Net cash provided by investing activities | 0 | 58,084 |
Cash flows from financing activities | ||
Net repayments under bank credit facility | (9,500) | (353,750) |
Proceeds from issuance of bridge loan facility | 0 | 1,304,625 |
Deferred financing costs | 0 | (1,335) |
Proceeds from issuance of Class A shares, net | 676,034 | 524,616 |
Redemption of Operating Partnership units | (1,181,276) | 0 |
Dividends and distributions paid | (136,484) | (147,349) |
Other | 0 | (277) |
Net cash provided by (used in) financing activities | (651,226) | 1,326,530 |
Cash and cash equivalents | ||
Net increase (decrease) for the period | (483,154) | 1,560,515 |
Balance, beginning of period | 626,385 | 202,101 |
Balance, end of period | 143,231 | 1,762,616 |
Supplemental cash flow disclosures | ||
Interest paid | 49,960 | 51,388 |
Non-cash investing and financing activities | ||
Accrual of dividend and distribution payable to Class A shareholders and Operating Partnership unit holders | 131,025 | 158,488 |
MGP BREIT Venture assumption of bridge loan facility | 0 | 1,304,625 |
MGP BREIT Venture Transaction | ||
Non-cash investing and financing activities | ||
Investment in MGP BREIT Venture | 0 | 802,000 |
MGP Operating Partnership | ||
Cash flows from operating activities | ||
Net income (loss) | 115,409 | (125,322) |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | ||
Depreciation | 57,937 | 62,047 |
Property transactions, net | 843 | 195,056 |
Amortization of financing costs | 2,863 | 2,509 |
Loss on retirement of debt | 0 | 18,129 |
Non-cash ground lease, net | 259 | 260 |
Deemed contributions - tax sharing agreement | 2,792 | 1,133 |
Straight-line rental revenues, excluding amortization of lease incentive asset | 13,633 | 10,781 |
Amortization of lease incentive asset | 5,005 | 5,005 |
Amortization of deferred revenue on non-normal tenant improvements | (378) | (378) |
Amortization of cash flow hedges | 4,618 | 756 |
(Gain) loss on unhedged interest rate swaps, net | (35,059) | 12,120 |
Share-based compensation | 852 | 754 |
Income from unconsolidated affiliate | (25,485) | (13,363) |
Distributions from unconsolidated affiliate | 15,161 | 12,181 |
Change in operating assets and liabilities: | ||
Prepaid expenses and other assets | 242 | (1,927) |
Due to MGM Resorts International and affiliates | 19 | 586 |
Accounts payable, accrued expenses and other liabilities | (1,644) | 1,028 |
Accrued interest | 11,005 | (5,454) |
Net cash provided by operating activities | 168,072 | 175,901 |
Cash flows from investing activities | ||
Proceeds from sale of Mandalay Bay real estate assets, net | 0 | 58,084 |
Net cash provided by investing activities | 0 | 58,084 |
Cash flows from financing activities | ||
Net repayments under bank credit facility | (9,500) | (353,750) |
Proceeds from issuance of bridge loan facility | 0 | 1,304,625 |
Deferred financing costs | 0 | (1,335) |
Proceeds from issuance of Class A shares, net | 676,034 | 524,616 |
Redemption of Operating Partnership units | (1,181,276) | 0 |
Dividends and distributions paid | (136,484) | (147,349) |
Other | 0 | (277) |
Net cash provided by (used in) financing activities | (651,226) | 1,326,530 |
Cash and cash equivalents | ||
Net increase (decrease) for the period | (483,154) | 1,560,515 |
Balance, beginning of period | 626,385 | 202,101 |
Balance, end of period | 143,231 | 1,762,616 |
Supplemental cash flow disclosures | ||
Interest paid | 49,960 | 51,388 |
Non-cash investing and financing activities | ||
Accrual of dividend and distribution payable to Class A shareholders and Operating Partnership unit holders | 131,025 | 158,488 |
MGP BREIT Venture assumption of bridge loan facility | 0 | 1,304,625 |
MGP Operating Partnership | MGP BREIT Venture Transaction | ||
Non-cash investing and financing activities | ||
Investment in MGP BREIT Venture | $ 0 | $ 802,000 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Shareholders' Equity - USD ($) $ in Thousands | Total | Total Class A Shareholders' Equity | Common stock | Additional Paid-in Capital | Accumulated Deficit | Accumulated Other Comprehensive Loss | Noncontrolling Interest | |
Beginning Balance (in shares) at Dec. 31, 2019 | 113,807,000 | |||||||
Beginning Balance at Dec. 31, 2019 | $ 6,898,012 | $ 2,514,899 | $ 0 | $ 2,766,325 | $ (244,381) | $ (7,045) | $ 4,383,113 | |
Changes in equity: | ||||||||
Net income | (125,322) | |||||||
Net loss | [1] | (108,786) | (49,748) | (49,748) | (59,038) | |||
MGP BREIT Venture Transaction | [1] | 63,904 | 8,287 | 8,228 | 59 | 55,617 | ||
Reclassifications and remeasurements of temporary equity | [1] | (1,599,319) | (1,599,319) | |||||
Issuance of Class A shares (in shares) | [1] | 17,524,000 | ||||||
Issuance of Class A shares | [1] | 506,198 | 442,717 | 443,363 | (646) | 63,481 | ||
Cash flow hedges | (95,320) | |||||||
Cash flow hedges | [1] | (82,520) | (37,531) | (37,531) | (44,989) | |||
Share-based compensation | [1] | 649 | 289 | 289 | 360 | |||
Deemed contribution - tax sharing agreement | [1] | 882 | 882 | |||||
Dividends and distributions declared | [1] | (137,199) | (62,389) | (62,389) | (74,810) | |||
Other (shares) | [1] | 16,000 | ||||||
Other | [1] | 40 | 209 | 209 | (169) | |||
Ending Balance (in shares) at Mar. 31, 2020 | 131,347,000 | |||||||
Ending Balance at Mar. 31, 2020 | $ 5,541,861 | 2,816,733 | $ 0 | 3,218,414 | (356,518) | (45,163) | 2,725,128 | |
Beginning Balance (in shares) at Dec. 31, 2020 | 131,459,651 | 131,460,000 | ||||||
Beginning Balance at Dec. 31, 2020 | $ 5,590,742 | 2,640,237 | $ 0 | 3,114,331 | (422,897) | (51,197) | 2,950,505 | |
Changes in equity: | ||||||||
Net income | 115,409 | 59,598 | 59,598 | 55,811 | ||||
Issuance of Class A shares (in shares) | 21,850,000 | |||||||
Issuance of Class A shares | 676,034 | 561,744 | 565,437 | (3,693) | 114,290 | |||
Redemption of Operating Partnership units | (1,181,276) | (227,487) | (220,627) | (6,860) | (953,789) | |||
Cash flow hedges | 16,579 | 8,199 | 8,199 | 8,380 | ||||
Share-based compensation | 852 | 431 | 431 | 421 | ||||
Deemed contribution - tax sharing agreement | 2,792 | 2,792 | ||||||
Dividends and distributions declared | (131,025) | (75,895) | (75,895) | (55,130) | ||||
Other (shares) | 14,000 | |||||||
Other | $ (276) | 25 | 27 | (2) | (301) | |||
Ending Balance (in shares) at Mar. 31, 2021 | 153,323,880 | 153,324,000 | ||||||
Ending Balance at Mar. 31, 2021 | $ 5,089,831 | $ 2,966,852 | $ 0 | $ 3,459,599 | $ (439,194) | $ (53,553) | $ 2,122,979 | |
[1] | Excludes amounts attributable to redeemable noncontrolling interest. See Note 2. |
Condensed Consolidated Statem_5
Condensed Consolidated Statements of Shareholders' Equity (Parenthetical) - $ / shares | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Statement of Stockholders' Equity [Abstract] | ||
Dividend declared (in dollars per share) | $ 0.4950 | $ 0.4750 |
Condensed Consolidated Statem_6
Condensed Consolidated Statements of Partners' Capital - USD ($) $ in Thousands | Total | MGP Operating Partnership | MGP Operating PartnershipLimited Partners | ||||
Beginning Balance at Dec. 31, 2019 | $ 6,898,012 | $ 6,898,012 | |||||
Changes in partners' capital: | |||||||
Net income | $ (125,322) | (125,322) | |||||
Net loss | (108,786) | [1] | (108,786) | [2] | (108,786) | [2] | |
Proceeds from issuance of Class A shares by MGP | [2] | 506,198 | 506,198 | ||||
MGP BREIT Venture Transaction | [2] | 63,904 | 63,904 | ||||
Reclassifications and remeasurements of temporary equity | (1,599,319) | [1] | (1,599,319) | [2] | (1,599,319) | [2] | |
Cash flow hedges | (95,320) | ||||||
Cash flow hedges | [2] | (82,520) | (82,520) | ||||
Share-based compensation | 649 | [1] | 649 | [2] | 649 | [2] | |
Deemed contribution - tax sharing agreement | 882 | [1] | 882 | [2] | 882 | [2] | |
Dividends and distributions declared | [2] | (137,199) | (137,199) | ||||
Other | [2] | 40 | 40 | ||||
Ending Balance at Mar. 31, 2020 | 5,541,861 | 5,541,861 | |||||
Beginning Balance at Dec. 31, 2020 | 5,590,742 | 5,590,742 | |||||
Changes in partners' capital: | |||||||
Net income | 115,409 | 115,409 | 115,409 | ||||
Proceeds from issuance of Class A shares by MGP | 676,034 | 676,034 | |||||
Redemption of Operating Partnership units | (1,181,276) | (1,181,276) | |||||
Cash flow hedges | 16,579 | 16,579 | 16,579 | ||||
Share-based compensation | 852 | 852 | 852 | ||||
Deemed contribution - tax sharing agreement | $ 2,792 | 2,792 | 2,792 | ||||
Dividends and distributions declared | (131,025) | (131,025) | |||||
Other | (276) | (276) | |||||
Ending Balance at Mar. 31, 2021 | $ 5,089,831 | $ 5,089,831 | |||||
[1] | Excludes amounts attributable to redeemable noncontrolling interest. See Note 2. | ||||||
[2] | Excludes amounts attributable to redeemable capital. See Note 2. |
Condensed Consolidated Statem_7
Condensed Consolidated Statements of Partners' Capital (Parenthetical) - $ / shares | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Dividend declared (in dollars per share) | $ 0.4950 | $ 0.4750 |
MGP Operating Partnership | ||
Dividend declared (in dollars per share) | $ 0.4950 | $ 0.4750 |
Business
Business | 3 Months Ended |
Mar. 31, 2021 | |
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 elected to be taxed as a real estate investment trust (“REIT”) commencing with its taxable year ended December 31, 2016. MGP is a publicly traded REIT primarily engaged through its investment in the Operating Partnership which owns, acquires, leases and invests in large-scale destination entertainment and leisure properties, whose tenants generally offer casino gaming, hotel, convention, dining, entertainment and retail and other amenities. 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”). In February 2020, the Operating Partnership entered into certain transactions to form a venture owned 50.1% by the Operating Partnership and 49.9% by a subsidiary of Blackstone Real Estate Income Trust, Inc. (“BREIT”, such venture, the “MGP BREIT Venture”), which owns the real estate assets of MGM Grand Las Vegas and Mandalay Bay and leases such real estate properties back to a wholly owned subsidiary of MGM under a master lease agreement (the “MGP BREIT Venture lease”, such formation transaction, the “MGP BREIT Venture Transaction”). As of March 31, 2021, there were approximately 264.7 million Operating Partnership units outstanding in the Operating Partnership, of which MGM owned approximately 111.4 million, or 42.1%, and MGP owned the remaining 57.9%. MGM’s Operating Partnership units are exchangeable into Class A shares of MGP on a one-to-one basis, or cash at the Fair Market Value of a Class A share (as defined in the Operating Partnership’s partnership agreement). The determination of settlement method is at the option of MGP’s independent conflicts committee. MGM’s indirect ownership of these Operating Partnership units is recognized as a noncontrolling interest in MGP’s financial statements. A wholly owned subsidiary of MGP is the general partner of the Operating Partnership and operates and controls all of its business affairs. As a result, MGP consolidates the Operating Partnership and its subsidiaries. MGM also has ownership of MGP’s outstanding Class B share. The Class B share is a non-economic interest in MGP which does not provide its holder any rights to profits or losses or any rights to receive distributions from the operations of MGP or upon liquidation or winding up of MGP but which represents a majority of the voting power of MGP’s shares. As a result, MGP continues to be controlled by MGM through its majority voting rights and is consolidated by MGM. In March 2021, certain subsidiaries of MGM delivered a notice of redemption to the Company covering approximately 37.1 million Operating Partnership units that they held that was satisfied with aggregate cash proceeds of approximately $1.2 billion using cash on hand together with the proceeds from the issuance of Class A shares. Refer to Note 8 for further discussion. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of presentation. The accompanying condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) for interim financial information set forth in the Accounting Standards Codification (“ASC”), as published by the Financial Accounting Standards Board (“FASB”), and with the applicable rules and regulations of the Securities and Exchange Commission (“SEC”). Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. All adjustments (consisting of normal recurring accruals) considered necessary for a fair statement of results for the interim period have been included. The accompanying condensed consolidated financial statements and related notes should be read in conjunction with the audited financial statements and notes thereto included in the Company’s most recent Annual Report on Form 10-K. Reclassifications. 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 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 March 31, 2021, on a consolidated basis, MGP Lessor, LLC had total assets of $9.1 billion primarily related to its real estate investments, and total liabilities of $543.9 million primarily related to its deferred revenue and operating lease liabilities. For entities determined not 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 under the voting interest model if it has controlling financial interest based upon the terms of the respective entities’ ownership agreements. If the entity does not qualify for consolidation under the voting interest model and the Company has significant influence over the operating and financial decisions of the entity, the Company accounts for the entity under the equity method, such as the Company’s MGP BREIT Venture, which does not qualify for consolidation as the Company has joint control, given the entity is structured with substantive participating rights whereby both owners participate in the decision making process which prevents the Company from exerting a controlling financial interest, as defined in ASC 810. 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. Comprehensive income or loss of the Operating Partnership is allocated to its noncontrolling interest based on the noncontrolling interest’s ownership percentage in the Operating Partnership except for income tax expenses. Ownership percentage is calculated by dividing the number of Operating Partnership units held by the noncontrolling interest by the total Operating Partnership units held by the noncontrolling interest and the Company. Issuance of additional Class A shares and Operating Partnership units changes the ownership interests of both the noncontrolling interest and the Company. Such transactions and the related proceeds are treated as capital transactions. MGM may tender its Operating Partnership units for redemption 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 election 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. Redeemable noncontrolling interest and redeemable capital. On January 14, 2020 the Operating Partnership agreed to waive its right following the closing of the MGP BREIT Venture Transaction to issue MGP Class A shares, in lieu of cash, to settle redemptions of Operating Partnership units held by MGM up to a maximum cash redemption amount of $1.4 billion. In connection with the waiver, the Operating Partnership and the Company reclassified, from permanent equity to temporary equity, the carrying value of Operating Partnership units that could require cash redemption and remeasured the units to their redemption value. The Operating Partnership units that comprised the $1.4 billion redemption amount were determined based on a 3% discount to the ten-day average closing price prior to the date of determination. At each subsequent reporting period, the carrying value of temporary equity was remeasured to the greater of: (1) the carrying value of the number of units then considered redeemable, inclusive of the comprehensive income and losses attributed based on a per unit or share basis in accordance with ASC 810 or (2) the redemption value of the number of units that are then redeemable based on the remaining aggregate cash redemption amount and the per share redemption value, except that decreases in the per unit or share redemption were limited to the amount of previous increases, with the differences between the carrying value and the remeasured value being recorded as an adjustment in additional paid-in capital (in lieu of retained earnings) or limited partners’ capital. The $1.4 billion maximum cash redemption amount was fulfilled by the $700 million redeemed on May 18, 2020 and the $700 million redeemed on December 2, 2020. The components of equity that related to the Company’s redeemable noncontrolling interest and the Operating Partnership’s redeemable capital during the quarter ended March 31, 2020 were as follows: (in thousands) As of January 1, 2020 $ — Reclassification and remeasurement adjustments 1,599,319 Attribution of: Net loss (16,536) Proceeds from the issuance of Class A shares by MGP 18,418 MGP BREIT Venture Transaction 16,136 Cash flow hedges (12,800) Share-based compensation 105 Deemed contribution - tax sharing agreement 251 MGP dividends and Operating Partnership distributions declared (21,289) Other (48) As of March 31, 2020 $ 1,583,556 Property transactions, net . Property transactions, net are comprised of transactions related to long-lived assets, such as gains and losses on the disposition of assets. Fair value measurements. Fair value measurements are utilized in the accounting and impairment assessments of the Company’s real estate investments, investment in unconsolidated affiliate, and 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; and • Level 2 inputs when measuring the fair value of its interest rate swaps. See Note 7. Reportable segment. The Company’s operations consist of investments in real estate, both wholly-owned and through its investment in MGP BREIT Venture, for which all such real estate properties are similar to one another in that they consist of large-scale destination entertainment and leisure properties and related offerings, whose tenants generally offer casino gaming, hotel, convention, dining, entertainment and retail amenities, have similar economic characteristics and are governed by triple-net operating leases. The operating results of the Company’s wholly owned and equity method real estate investments are regularly reviewed, in the aggregate, by the chief operating decision maker. As such, the Company has one reportable segment. Income tax provision. For interim income tax reporting, the Company estimates its annual effective tax rate and applies it to its year-to-date ordinary income. The tax effects of unusual or infrequently occurring items, including changes in judgment about valuation allowances and effects of changes in tax laws or rates, are reported in the interim period in which they occur. The Company’s effective income tax rate was a provision of 2.4% on income before income taxes and a provision of 0.9% on loss before income taxes for the three months ended March 31, 2021 and 2020, respectively. The Company and MGM join in the filing of a New Jersey consolidated corporation business tax return and have entered into a tax sharing agreement which provides for an allocation of taxes due in the consolidated New Jersey return. No amounts were due to MGM under the tax sharing agreement between the Company and MGM as of March 31, 2021 or December 31, 2020. Recently issued accounting standards. In March 2020, the FASB issued ASC 848, “Reference Rate Reform (Topic 848)”. ASC 848 provides optional expedients for applying U.S. GAAP to reference rate reform related contracts, hedging relationships and other qualifying transactions. Application of these expedients preserve the presentation of derivative instruments consistent with past presentation. The guidance is optional and may be elected when or as reference rate reform activities occur. The Company is currently evaluating whether it will elect practical expedients if and when its hedging and related activities are impacted. |
Real Estate Investments
Real Estate Investments | 3 Months Ended |
Mar. 31, 2021 | |
Real Estate [Abstract] | |
REAL ESTATE INVESTMENTS | REAL ESTATE INVESTMENTS The carrying value of real estate investments is as follows: March 31, 2021 December 31, 2020 (in thousands) Land $ 3,431,228 $ 3,431,228 Buildings, building improvements, land improvements and integral equipment 7,424,820 7,426,110 10,856,048 10,857,338 Less: Accumulated depreciation (2,604,091) (2,546,601) $ 8,251,957 $ 8,310,737 |
Investment in Unconsolidated Af
Investment in Unconsolidated Affiliate | 3 Months Ended |
Mar. 31, 2021 | |
Equity Method Investments and Joint Ventures [Abstract] | |
INVESTMENT IN UNCONSOLIDATED AFFILIATE | INVESTMENT IN UNCONSOLIDATED AFFILIATE As of March 31, 2021, the Operating Partnership’s investment in unconsolidated affiliate was comprised of its 50.1% interest in MGP BREIT Venture. The Operating Partnership recorded its share of income of $25.5 million and $13.4 million for the three months ended March 31, 2021 and 2020, respectively, as “Income from unconsolidated affiliate” in the condensed consolidated statements of operations. Additionally, the Operating Partnership received $15.2 million and $12.2 million in distributions from MGP BREIT Venture during the three months ended March 31, 2021 and 2020, respectively. The Operating Partnership received its distribution relating to March 2021, together with its distribution for April 2021, of $16.0 million upon execution of the cash flow guarantee, discussed below. Summarized results of operations of MGP BREIT Venture are as follows: Three Months Ended March 31, 2021 2020 (in thousands) Net revenues $ 98,681 $ 50,437 Net income 50,869 26,675 MGP BREIT Venture guarantee. The Operating Partnership provides a guarantee for losses incurred by the lenders of the $3.0 billion indebtedness of the MGP BREIT Venture arising out of certain bad acts by the Operating Partnership, its venture partner, or the venture, such as fraud or willful misconduct, based on the party’s percentage ownership of the MGP BREIT Venture, which guarantee is capped at 10% of the principal amount outstanding at the time of the loss. The Operating Partnership and its venture partner have separately indemnified each other for the other party’s share of the overall liability exposure, if at fault. The guarantee is accounted for under ASC 460 at fair value; such value is immaterial. MGP BREIT Venture excess cash flow guarantee. The MGP BREIT Venture loan agreement requires that the tenant EBITDAR to MGP BREIT Venture cash interest ratio is maintained above a specified level. If this ratio is not met for two consecutive fiscal quarters, then the borrowers will be unable to distribute excess cash flows to the venture partners unless and until an excess cash flow guarantee is provided. The ratio was not met for the two consecutive quarters ended December 31, 2020, and, as a result, in April 2021, the Operating Partnership and an entity affiliated with BREIT each delivered an excess cash flow guarantee to the lenders covering all distributions since January 1, 2021. The guarantee provides that the MGP BREIT Venture may distribute an aggregate amount of cash not to exceed 9.9% of the principal amount of the MGP BREIT Venture’s outstanding indebtedness under the loan agreement, after which distributions must remain at the MGP BREIT Venture in a restricted cash account until such time as the tenant EBITDAR to MGP BREIT Venture cash interest ratio is met for two consecutive quarters. In addition, in the event of a default under the loan agreement while the ratio is not met, the Company may be required to return its respective share of distributions received during the period covered by the guarantee. |
Leases
Leases | 3 Months Ended |
Mar. 31, 2021 | |
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 that began on April 25, 2016 (other than with respect to MGM National Harbor, as described below) with the potential to extend the term for four additional five-year terms thereafter at the option of the tenant. The 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. With respect to MGM National Harbor, the initial lease term 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 March 31, 2021, the base rent represents approximately 91% of the rent payments due under the lease and the percentage rent represents approximately 9% 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, beginning on April 1, 2022, 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 annual adjusted 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 adjusted 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%). As of March 31, 2021, total annual cash rent under the MGM-MGP Master Lease was $827.8 million. In connection with the commencement of the sixth lease year on April 1, 2021, 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 $764.9 million, resulting in total annual rent under the MGM-MGP Master Lease of $842.8 million. Straight-line rental revenues from the MGM-MGP Master Lease, which includes lease incentive asset amortization, were $188.3 million and $203.5 million for the three months ended March 31, 2021 and 2020, respectively. The Company also recognized revenue related to ground lease and other of $6.0 million for both the three months ended March 31, 2021 and 2020. Under the MGM-MGP Master Lease, future non-cancelable minimum cash 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 March 31, 2021: Year ending December 31, (in thousands) 2021 (excluding the three months ended March 31, 2021) $ 632,071 2022 784,336 2023 764,861 2024 733,161 2025 669,761 Thereafter 223,254 Total $ 3,807,444 |
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 that began on April 25, 2016 (other than with respect to MGM National Harbor, as described below) with the potential to extend the term for four additional five-year terms thereafter at the option of the tenant. The 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. With respect to MGM National Harbor, the initial lease term 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 March 31, 2021, the base rent represents approximately 91% of the rent payments due under the lease and the percentage rent represents approximately 9% 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, beginning on April 1, 2022, 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 annual adjusted 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 adjusted 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%). As of March 31, 2021, total annual cash rent under the MGM-MGP Master Lease was $827.8 million. In connection with the commencement of the sixth lease year on April 1, 2021, 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 $764.9 million, resulting in total annual rent under the MGM-MGP Master Lease of $842.8 million. Straight-line rental revenues from the MGM-MGP Master Lease, which includes lease incentive asset amortization, were $188.3 million and $203.5 million for the three months ended March 31, 2021 and 2020, respectively. The Company also recognized revenue related to ground lease and other of $6.0 million for both the three months ended March 31, 2021 and 2020. Under the MGM-MGP Master Lease, future non-cancelable minimum cash 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 March 31, 2021: Year ending December 31, (in thousands) 2021 (excluding the three months ended March 31, 2021) $ 632,071 2022 784,336 2023 764,861 2024 733,161 2025 669,761 Thereafter 223,254 Total $ 3,807,444 |
Debt
Debt | 3 Months Ended |
Mar. 31, 2021 | |
Debt Disclosure [Abstract] | |
DEBT | DEBT Debt consists of the following: March 31, December 31, 2021 2020 (in thousands) Senior secured revolving credit facility $ 500 $ 10,000 5.625% senior notes, due 2024 1,050,000 1,050,000 4.625% senior notes, due 2025 800,000 800,000 4.50% senior notes, due 2026 500,000 500,000 5.75% senior notes, due 2027 750,000 750,000 4.50% senior notes, due 2028 350,000 350,000 3.875% senior notes, due 2029 750,000 750,000 4,200,500 4,210,000 Less: Unamortized discount and debt issuance costs (39,061) (41,041) $ 4,161,439 $ 4,168,959 Operating Partnership credit agreement and bridge facility. At March 31, 2021, the Operating Partnership senior secured credit facility consisted of a $1.4 billion revolving credit facility. At March 31, 2021, the interest rate on the revolving credit facility was 4.00%. The Operating Partnership’s senior credit facility limits the amount of letters of credit that can be issued to $75 million. No letters of credit were outstanding under the Operating Partnership senior secured credit facility at March 31, 2021. The Operating Partnership was in compliance with its financial covenants at March 31, 2021. Refer to Note 7 for further discussion of the Company’s interest rate swap agreements. Fair value of debt. The estimated fair value of the Operating Partnership’s debt was $4.4 billion at March 31, 2021 and $4.5 billion at December 31, 2020. Fair value was estimated using quoted market prices for the Operating Partnership’s senior notes and senior secured credit facility. |
Derivatives and Hedging Activit
Derivatives and Hedging Activities | 3 Months Ended |
Mar. 31, 2021 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
DERIVATIVES AND HEDGING ACTIVITIES | DERIVATIVES AND HEDGING ACTIVITIES The Operating Partnership uses derivative instruments to mitigate the effects of interest rate volatility inherent in its variable rate senior credit facility and forecasted debt issuances for the duration and amount of its interest rate swap agreements, which such variable rate could unfavorably impact future earnings and forecasted cash flows. The Operating Partnership and the Company do not use derivative instruments for speculative or trading purposes. The interest rate swaps as of March 31, 2021 are summarized in the table below. Notional Amount Weighted Average Fixed Rate Fair Value Liability Effective Date Maturity Date (in thousands, except percentages) Derivatives designated as hedges: $ 900,000 1.801 % $ (29,170) November 30, 2021 December 31, 2024 $ 900,000 $ (29,170) Derivatives not designated as hedges: $ 1,200,000 1.844 % $ (13,879) May 3, 2017 November 30, 2021 300,000 1.158 % (6,145) September 6, 2019 December 31, 2024 400,000 2.252 % (22,710) October 1, 2019 December 31, 2029 $ 1,900,000 $ (42,734) $ (71,904) The interest rate swaps as of December 31, 2020 are summarized in the table below. Notional Amount Weighted Average Fixed Rate Fair Value Liability Effective Date Maturity Date (in thousands, except percentages) Derivatives designated as hedges: $ 900,000 1.801 % $ (41,131) November 30, 2021 December 31, 2024 $ 900,000 $ (41,131) Derivatives not designated as hedges: $ 1,200,000 1.844 % $ (18,889) May 3, 2017 November 30, 2021 300,000 1.158 % (10,451) September 6, 2019 December 31, 2024 400,000 2.252 % (48,453) October 1, 2019 December 31, 2029 $ 1,900,000 $ (77,793) $ (118,924) |
Shareholders' Equity and Partne
Shareholders' Equity and Partners' Capital | 3 Months Ended |
Mar. 31, 2021 | |
Equity [Abstract] | |
SHAREHOLDERS' EQUITY AND PARTNERS' CAPITAL | SHAREHOLDERS’ EQUITY AND PARTNERS’ CAPITAL MGP shareholders Issuance of Class A shares - March 2021. On March 15, 2021, the Company completed an offering of 21.9 million Class A shares in a registered public offering for net proceeds of approximately $676.0 million. Operating Partnership capital Proceeds from the issuance of Class A shares by MGP - March 2021. On March 15, 2021, in connection with the Company’s registered offering of Class A shares for net proceeds of approximately $676.0 million, such proceeds were used in connection with satisfying the Company’s obligations under the notice of redemption of Operating Partnership units from MGM, discussed below. Redemption of Operating Partnership units - March 2021. In March 2021, certain subsidiaries of MGM delivered a notice of redemption to the Company covering approximately 37.1 million Operating Partnership units that they held in accordance with the terms of the Operating Partnership’s partnership agreement. In accordance with the terms of such agreement, upon receipt of the notice of redemption, the Company formed a conflicts committee to determine the mix of consideration that it would provide for the Operating Partnership units. The conflicts committee determined that the Company would redeem approximately 15.3 million Operating Partnership units for cash on March 12, 2021 (with such Operating Partnership units retired upon redemption) and would satisfy its remaining obligation under that notice covering the remaining 21.9 million Operating Partnership units using the proceeds, net of underwriters’ discount, from an offering of MGP’s Class A shares on March 15, 2021, for aggregate cash proceeds paid of approximately $1.2 billion. As a result of these collective transactions, MGP’s indirect ownership percentage in the Operating Partnership increased from 47.0% to 57.9%. Accumulated Other Comprehensive Loss. Comprehensive income (loss) includes net income (loss) and all other non-shareholder changes in equity, or other comprehensive income (loss). Elements of the Company’s accumulated other comprehensive loss are reported in the accompanying condensed consolidated statement of shareholders’ equity. The following table summarizes the changes in accumulated other comprehensive loss by component: Cash Flow Hedges Other Total (in thousands) Balance at December 31, 2020 $ (40,063) $ (11,134) $ (51,197) Other comprehensive income before reclassifications 11,961 — 11,961 Amounts reclassified from accumulated other comprehensive loss to interest expense 4,618 — 4,618 Other comprehensive income 16,579 — 16,579 Other changes in accumulated other comprehensive loss: Issuance of Class A shares — (3,693) (3,693) Redemption of Operating Partnership Units — (6,860) (6,860) Other — (2) (2) Changes in accumulated other comprehensive loss: 16,579 (10,555) 6,024 Less: Other comprehensive income attributable to noncontrolling interest (8,380) — (8,380) Balance at March 31, 2021 $ (31,864) $ (21,689) $ (53,553) 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. On April 15, 2021, the Company paid a dividend of $0.4950 per Class A share upon receipt of its share of the Operating Partnership’s distribution of $0.4950 per unit made the same day. |
Earnings Per Class A Share
Earnings Per Class A Share | 3 Months Ended |
Mar. 31, 2021 | |
Earnings Per Share [Abstract] | |
EARNINGS PER CLASS A SHARE | EARNINGS PER CLASS A SHARE The table below provides earnings and the number of Class A shares used in the computations of “basic” earnings per share, which utilizes the weighted-average number of Class A shares outstanding without regard to dilutive potential Class A shares, and “diluted” earnings per share, which includes all such shares. Diluted earnings per Class A share does not assume conversion of the Operating Partnership units held by MGM as such conversion would be antidilutive. Earnings per share has not been presented for the Class B shareholder as the Class B share is not entitled to any economic rights in the Company. Three Months Ended March 31, 2021 2020 (in thousands) Numerator: Net income (loss) attributable to Class A shares - basic and diluted $ 59,598 $ (49,748) Denominator: Weighted average Class A shares outstanding — basic (1) 135,709 123,259 Effect of dilutive shares for diluted net income per Class A share (2) 227 — Weighted average Class A shares outstanding — diluted (1) 135,936 123,259 (1) Includes weighted average deferred share units granted to certain members of the board of directors. (2) Less than 0.1 million and 0.3 million shares related to outstanding share-based compensation awards were excluded due to being antidilutive for the three months ended March 31, 2021 and 2020, respectively. The table below provides earnings and the number of Operating Partnership units used in the computations of “basic” earnings 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” earnings per Operating Partnership units, which includes all such Operating Partnership units. Three Months Ended March 31, 2021 2020 (in thousands) Numerator: Net income (loss) attributable to unitholders - basic and diluted $ 115,409 $ (125,322) Denominator: Weighted average Operating Partnership units outstanding — basic (1) 276,692 324,310 Effect of dilutive shares for diluted net income per Operating Partnership unit (2) 227 — Weighted average Operating Partnership units outstanding — diluted (1) 276,919 324,310 (1) Includes weighted average deferred share units granted to certain members of the board of directors. (2) Less than 0.1 million and 0.3 million shares related to outstanding share-based compensation awards were excluded due to being antidilutive for the three months ended March 31, 2021 and 2020, respectively. |
Earnings Per Operating Partners
Earnings Per Operating Partnership Unit | 3 Months Ended |
Mar. 31, 2021 | |
Earnings Per Share [Abstract] | |
EARNINGS PER OPERATING PARTNERSHIP UNIT | EARNINGS PER CLASS A SHARE The table below provides earnings and the number of Class A shares used in the computations of “basic” earnings per share, which utilizes the weighted-average number of Class A shares outstanding without regard to dilutive potential Class A shares, and “diluted” earnings per share, which includes all such shares. Diluted earnings per Class A share does not assume conversion of the Operating Partnership units held by MGM as such conversion would be antidilutive. Earnings per share has not been presented for the Class B shareholder as the Class B share is not entitled to any economic rights in the Company. Three Months Ended March 31, 2021 2020 (in thousands) Numerator: Net income (loss) attributable to Class A shares - basic and diluted $ 59,598 $ (49,748) Denominator: Weighted average Class A shares outstanding — basic (1) 135,709 123,259 Effect of dilutive shares for diluted net income per Class A share (2) 227 — Weighted average Class A shares outstanding — diluted (1) 135,936 123,259 (1) Includes weighted average deferred share units granted to certain members of the board of directors. (2) Less than 0.1 million and 0.3 million shares related to outstanding share-based compensation awards were excluded due to being antidilutive for the three months ended March 31, 2021 and 2020, respectively. The table below provides earnings and the number of Operating Partnership units used in the computations of “basic” earnings 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” earnings per Operating Partnership units, which includes all such Operating Partnership units. Three Months Ended March 31, 2021 2020 (in thousands) Numerator: Net income (loss) attributable to unitholders - basic and diluted $ 115,409 $ (125,322) Denominator: Weighted average Operating Partnership units outstanding — basic (1) 276,692 324,310 Effect of dilutive shares for diluted net income per Operating Partnership unit (2) 227 — Weighted average Operating Partnership units outstanding — diluted (1) 276,919 324,310 (1) Includes weighted average deferred share units granted to certain members of the board of directors. (2) Less than 0.1 million and 0.3 million shares related to outstanding share-based compensation awards were excluded due to being antidilutive for the three months ended March 31, 2021 and 2020, respectively. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2021 | |
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 position, results of operations, or cash flows. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies - (Policies) | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of presentation | Basis of presentation. The accompanying condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) for interim financial information set forth in the Accounting Standards Codification (“ASC”), as published by the Financial Accounting Standards Board (“FASB”), and with the applicable rules and regulations of the Securities and Exchange Commission (“SEC”). Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. All adjustments (consisting of normal recurring accruals) considered necessary for a fair statement of results for the interim period have been included. The accompanying condensed consolidated financial statements and related notes should be read in conjunction with the audited financial statements and notes thereto included in the Company’s most recent Annual Report on Form 10-K. |
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 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 March 31, 2021, on a consolidated basis, MGP Lessor, LLC had total assets of $9.1 billion primarily related to its real estate investments, and total liabilities of $543.9 million primarily related to its deferred revenue and operating lease liabilities. For entities determined not 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 under the voting interest model if it has controlling financial interest based upon the terms of the respective entities’ ownership agreements. If the entity does not qualify for consolidation under the voting interest model and the Company has significant influence over the operating and financial decisions of the entity, the Company accounts for the entity under the equity method, such as the Company’s MGP BREIT Venture, which does not qualify for consolidation as the Company has joint control, given the entity is structured with substantive participating rights whereby both owners participate in the decision making process which prevents the Company from exerting a controlling financial interest, as defined in ASC 810. |
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. Comprehensive income or loss of the Operating Partnership is allocated to its noncontrolling interest based on the noncontrolling interest’s ownership percentage in the Operating Partnership except for income tax expenses. Ownership percentage is calculated by dividing the number of Operating Partnership units held by the noncontrolling interest by the total Operating Partnership units held by the noncontrolling interest and the Company. Issuance of additional Class A shares and Operating Partnership units changes the ownership interests of both the noncontrolling interest and the Company. Such transactions and the related proceeds are treated as capital transactions. MGM may tender its Operating Partnership units for redemption 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 election 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. |
Redeemable noncontrolling interest and redeemable capital | Redeemable noncontrolling interest and redeemable capital. On January 14, 2020 the Operating Partnership agreed to waive its right following the closing of the MGP BREIT Venture Transaction to issue MGP Class A shares, in lieu of cash, to settle redemptions of Operating Partnership units held by MGM up to a maximum cash redemption amount of $1.4 billion. In connection with the waiver, the Operating Partnership and the Company reclassified, from permanent equity to temporary equity, the carrying value of Operating Partnership units that could require cash redemption and remeasured the units to their redemption value. The Operating Partnership units that comprised the $1.4 billion redemption amount were determined based on a 3% discount to the ten-day average closing price prior to the date of determination. At each subsequent reporting period, the carrying value of temporary equity was remeasured to the greater of: (1) the carrying value of the number of units then considered redeemable, inclusive of the comprehensive income and losses attributed based on a per unit or share basis in accordance with ASC 810 or (2) the redemption value of the number of units that are then redeemable based on the remaining aggregate cash redemption amount and the per share redemption value, except that decreases in the per unit or share redemption were limited to the amount of previous increases, with the differences between the carrying value and the remeasured value being recorded as an adjustment in additional paid-in capital (in lieu of retained earnings) or limited partners’ capital. The $1.4 billion maximum cash redemption amount was fulfilled by the $700 million redeemed on May 18, 2020 and the $700 million redeemed on December 2, 2020. |
Property transactions, net | Property transactions, net . Property transactions, net are comprised of transactions related to long-lived assets, such as gains and losses on the disposition of assets. |
Fair value measurements | Fair value measurements. Fair value measurements are utilized in the accounting and impairment assessments of the Company’s real estate investments, investment in unconsolidated affiliate, and 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; and • Level 2 inputs when measuring the fair value of its interest rate swaps. See Note 7. |
Reportable segment | Reportable segment. The Company’s operations consist of investments in real estate, both wholly-owned and through its investment in MGP BREIT Venture, for which all such real estate properties are similar to one another in that they consist of large-scale destination entertainment and leisure properties and related offerings, whose tenants generally offer casino gaming, hotel, convention, dining, entertainment and retail amenities, have similar economic characteristics and are governed by triple-net operating leases. The operating results of the Company’s wholly owned and equity method real estate investments are regularly reviewed, in the aggregate, by the chief operating decision maker. As such, the Company has one reportable segment. |
Income tax provision | Income tax provision. For interim income tax reporting, the Company estimates its annual effective tax rate and applies it to its year-to-date ordinary income. The tax effects of unusual or infrequently occurring items, including changes in judgment about valuation allowances and effects of changes in tax laws or rates, are reported in the interim period in which they occur. The Company’s effective income tax rate was a provision of 2.4% on income before income taxes and a provision of 0.9% on loss before income taxes for the three months ended March 31, 2021 and 2020, respectively. The Company and MGM join in the filing of a New Jersey consolidated corporation business tax return and have entered into a tax sharing agreement which provides for an allocation of taxes due in the consolidated New Jersey return. No amounts were due to MGM under the tax sharing agreement between the Company and MGM as of March 31, 2021 or December 31, 2020. |
Recently issued accounting standards | Recently issued accounting standards. In March 2020, the FASB issued ASC 848, “Reference Rate Reform (Topic 848)”. ASC 848 provides optional expedients for applying U.S. GAAP to reference rate reform related contracts, hedging relationships and other qualifying transactions. Application of these expedients preserve the presentation of derivative instruments consistent with past presentation. The guidance is optional and may be elected when or as reference rate reform activities occur. The Company is currently evaluating whether it will elect practical expedients if and when its hedging and related activities are impacted. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies - (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Redeemable Noncontrolling Interest | The components of equity that related to the Company’s redeemable noncontrolling interest and the Operating Partnership’s redeemable capital during the quarter ended March 31, 2020 were as follows: (in thousands) As of January 1, 2020 $ — Reclassification and remeasurement adjustments 1,599,319 Attribution of: Net loss (16,536) Proceeds from the issuance of Class A shares by MGP 18,418 MGP BREIT Venture Transaction 16,136 Cash flow hedges (12,800) Share-based compensation 105 Deemed contribution - tax sharing agreement 251 MGP dividends and Operating Partnership distributions declared (21,289) Other (48) As of March 31, 2020 $ 1,583,556 |
Real Estate Investments - (Tabl
Real Estate Investments - (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Real Estate [Abstract] | |
Carrying Value of Real Estate Investments | The carrying value of real estate investments is as follows: March 31, 2021 December 31, 2020 (in thousands) Land $ 3,431,228 $ 3,431,228 Buildings, building improvements, land improvements and integral equipment 7,424,820 7,426,110 10,856,048 10,857,338 Less: Accumulated depreciation (2,604,091) (2,546,601) $ 8,251,957 $ 8,310,737 |
Investment in Unconsolidated _2
Investment in Unconsolidated Affiliate - (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Summary of Equity Method Investments | Summarized results of operations of MGP BREIT Venture are as follows: Three Months Ended March 31, 2021 2020 (in thousands) Net revenues $ 98,681 $ 50,437 Net income 50,869 26,675 |
Leases - (Tables)
Leases - (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Leases [Abstract] | |
Lessor, Operating Lease Minimum Rental Payments | Under the MGM-MGP Master Lease, future non-cancelable minimum cash 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 March 31, 2021: Year ending December 31, (in thousands) 2021 (excluding the three months ended March 31, 2021) $ 632,071 2022 784,336 2023 764,861 2024 733,161 2025 669,761 Thereafter 223,254 Total $ 3,807,444 |
Debt - (Tables)
Debt - (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Debt Disclosure [Abstract] | |
Debt | Debt consists of the following: March 31, December 31, 2021 2020 (in thousands) Senior secured revolving credit facility $ 500 $ 10,000 5.625% senior notes, due 2024 1,050,000 1,050,000 4.625% senior notes, due 2025 800,000 800,000 4.50% senior notes, due 2026 500,000 500,000 5.75% senior notes, due 2027 750,000 750,000 4.50% senior notes, due 2028 350,000 350,000 3.875% senior notes, due 2029 750,000 750,000 4,200,500 4,210,000 Less: Unamortized discount and debt issuance costs (39,061) (41,041) $ 4,161,439 $ 4,168,959 |
Derivatives and Hedging Activ_2
Derivatives and Hedging Activities - (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Interest Rate Derivatives | The interest rate swaps as of March 31, 2021 are summarized in the table below. Notional Amount Weighted Average Fixed Rate Fair Value Liability Effective Date Maturity Date (in thousands, except percentages) Derivatives designated as hedges: $ 900,000 1.801 % $ (29,170) November 30, 2021 December 31, 2024 $ 900,000 $ (29,170) Derivatives not designated as hedges: $ 1,200,000 1.844 % $ (13,879) May 3, 2017 November 30, 2021 300,000 1.158 % (6,145) September 6, 2019 December 31, 2024 400,000 2.252 % (22,710) October 1, 2019 December 31, 2029 $ 1,900,000 $ (42,734) $ (71,904) The interest rate swaps as of December 31, 2020 are summarized in the table below. Notional Amount Weighted Average Fixed Rate Fair Value Liability Effective Date Maturity Date (in thousands, except percentages) Derivatives designated as hedges: $ 900,000 1.801 % $ (41,131) November 30, 2021 December 31, 2024 $ 900,000 $ (41,131) Derivatives not designated as hedges: $ 1,200,000 1.844 % $ (18,889) May 3, 2017 November 30, 2021 300,000 1.158 % (10,451) September 6, 2019 December 31, 2024 400,000 2.252 % (48,453) October 1, 2019 December 31, 2029 $ 1,900,000 $ (77,793) $ (118,924) |
Shareholders' Equity and Part_2
Shareholders' Equity and Partners' Capital - (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Equity [Abstract] | |
Changes in Accumulated Other Comprehensive Income | The following table summarizes the changes in accumulated other comprehensive loss by component: Cash Flow Hedges Other Total (in thousands) Balance at December 31, 2020 $ (40,063) $ (11,134) $ (51,197) Other comprehensive income before reclassifications 11,961 — 11,961 Amounts reclassified from accumulated other comprehensive loss to interest expense 4,618 — 4,618 Other comprehensive income 16,579 — 16,579 Other changes in accumulated other comprehensive loss: Issuance of Class A shares — (3,693) (3,693) Redemption of Operating Partnership Units — (6,860) (6,860) Other — (2) (2) Changes in accumulated other comprehensive loss: 16,579 (10,555) 6,024 Less: Other comprehensive income attributable to noncontrolling interest (8,380) — (8,380) Balance at March 31, 2021 $ (31,864) $ (21,689) $ (53,553) |
Earnings Per Class A Share - (T
Earnings Per Class A Share - (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Earnings Per Share [Abstract] | |
Earnings and Number of Class A Shares Used in the Calculation of Basic and Diluted Income Per Share | The table below provides earnings and the number of Class A shares used in the computations of “basic” earnings per share, which utilizes the weighted-average number of Class A shares outstanding without regard to dilutive potential Class A shares, and “diluted” earnings per share, which includes all such shares. Diluted earnings per Class A share does not assume conversion of the Operating Partnership units held by MGM as such conversion would be antidilutive. Earnings per share has not been presented for the Class B shareholder as the Class B share is not entitled to any economic rights in the Company. Three Months Ended March 31, 2021 2020 (in thousands) Numerator: Net income (loss) attributable to Class A shares - basic and diluted $ 59,598 $ (49,748) Denominator: Weighted average Class A shares outstanding — basic (1) 135,709 123,259 Effect of dilutive shares for diluted net income per Class A share (2) 227 — Weighted average Class A shares outstanding — diluted (1) 135,936 123,259 (1) Includes weighted average deferred share units granted to certain members of the board of directors. (2) Less than 0.1 million and 0.3 million shares related to outstanding share-based compensation awards were excluded due to being antidilutive for the three months ended March 31, 2021 and 2020, respectively. The table below provides earnings and the number of Operating Partnership units used in the computations of “basic” earnings 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” earnings per Operating Partnership units, which includes all such Operating Partnership units. Three Months Ended March 31, 2021 2020 (in thousands) Numerator: Net income (loss) attributable to unitholders - basic and diluted $ 115,409 $ (125,322) Denominator: Weighted average Operating Partnership units outstanding — basic (1) 276,692 324,310 Effect of dilutive shares for diluted net income per Operating Partnership unit (2) 227 — Weighted average Operating Partnership units outstanding — diluted (1) 276,919 324,310 (1) Includes weighted average deferred share units granted to certain members of the board of directors. (2) Less than 0.1 million and 0.3 million shares related to outstanding share-based compensation awards were excluded due to being antidilutive for the three months ended March 31, 2021 and 2020, respectively. |
Earnings Per Operating Partne_2
Earnings Per Operating Partnership Unit - (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Earnings Per Share [Abstract] | |
Net Income and Number of Operating Partnership Units Used in the Calculation of Basic and Diluted Income Per Share | The table below provides earnings and the number of Class A shares used in the computations of “basic” earnings per share, which utilizes the weighted-average number of Class A shares outstanding without regard to dilutive potential Class A shares, and “diluted” earnings per share, which includes all such shares. Diluted earnings per Class A share does not assume conversion of the Operating Partnership units held by MGM as such conversion would be antidilutive. Earnings per share has not been presented for the Class B shareholder as the Class B share is not entitled to any economic rights in the Company. Three Months Ended March 31, 2021 2020 (in thousands) Numerator: Net income (loss) attributable to Class A shares - basic and diluted $ 59,598 $ (49,748) Denominator: Weighted average Class A shares outstanding — basic (1) 135,709 123,259 Effect of dilutive shares for diluted net income per Class A share (2) 227 — Weighted average Class A shares outstanding — diluted (1) 135,936 123,259 (1) Includes weighted average deferred share units granted to certain members of the board of directors. (2) Less than 0.1 million and 0.3 million shares related to outstanding share-based compensation awards were excluded due to being antidilutive for the three months ended March 31, 2021 and 2020, respectively. The table below provides earnings and the number of Operating Partnership units used in the computations of “basic” earnings 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” earnings per Operating Partnership units, which includes all such Operating Partnership units. Three Months Ended March 31, 2021 2020 (in thousands) Numerator: Net income (loss) attributable to unitholders - basic and diluted $ 115,409 $ (125,322) Denominator: Weighted average Operating Partnership units outstanding — basic (1) 276,692 324,310 Effect of dilutive shares for diluted net income per Operating Partnership unit (2) 227 — Weighted average Operating Partnership units outstanding — diluted (1) 276,919 324,310 (1) Includes weighted average deferred share units granted to certain members of the board of directors. (2) Less than 0.1 million and 0.3 million shares related to outstanding share-based compensation awards were excluded due to being antidilutive for the three months ended March 31, 2021 and 2020, respectively. |
Business - Narrative (Details)
Business - Narrative (Details) - USD ($) $ in Billions | 1 Months Ended | 3 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Feb. 29, 2020 | |
MGP Operating Partnership | ||||
Business And Organization [Line Items] | ||||
Operating partnership units outstanding (in shares) | 264,696,637 | 264,696,637 | 279,966,531 | |
MGP Operating Partnership | Subsidiaries | ||||
Business And Organization [Line Items] | ||||
Operating Partnership units redeemed (in units) | 37,100,000 | |||
Aggregate proceeds from redemption of equity | $ 1.2 | |||
Exchange of Operating Partnership Units to MGP's Class A Shares | ||||
Business And Organization [Line Items] | ||||
Operating partnership unit conversion ratio | 1 | |||
MGP Operating Partnership | ||||
Business And Organization [Line Items] | ||||
Operating partnership units outstanding (in shares) | 264,700,000 | 264,700,000 | ||
Ownership percentage acquired ( as a percent ) | 57.90% | |||
Aggregate proceeds from redemption of equity | $ 1.2 | |||
MGP Operating Partnership | MGM | ||||
Business And Organization [Line Items] | ||||
Operating partnership units held (in shares) | 111,400,000 | |||
Ownership interest in operating partnership ( as a percent ) | 42.10% | |||
MGP BREIT Venture Transaction | MGP Operating Partnership | ||||
Business And Organization [Line Items] | ||||
Controlling interest, ownership percentage | 50.10% | |||
MGP BREIT Venture Transaction | Blackstone Real Estate Income Trust, Inc. | ||||
Business And Organization [Line Items] | ||||
Noncontrolling interest, ownership percentage by noncontrolling owners | 49.90% |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Narrative (Details) $ in Thousands | Dec. 02, 2020USD ($) | May 18, 2020USD ($) | Jan. 14, 2020USD ($) | Mar. 31, 2021USD ($)segment | Mar. 31, 2020 | Dec. 31, 2020USD ($) |
Summary Of Significant Accounting Policies [Line Items] | ||||||
Maximum exposure to loss, assets | $ 10,062,225 | $ 10,600,306 | ||||
Maximum exposure to loss, liabilities | 4,972,394 | $ 5,009,564 | ||||
Redemption of Operating Partnership units | $ 1,181,276 | |||||
Number of segments | segment | 1 | |||||
Effective tax rate | 2.40% | 0.90% | ||||
MGP Operating Partnership | ||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||
Partnership agreement, purchase agreement covenant, operating unit redemption, consideration amount | $ 1,400,000 | |||||
Partnership agreement, purchase agreement covenant, discount rate | 3.00% | |||||
Redemption of Operating Partnership units | $ 700,000 | $ 700,000 | ||||
Variable Interest Entity | MGP Operating Partnership | ||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||
Maximum exposure to loss, assets | $ 9,100,000 | |||||
Maximum exposure to loss, liabilities | $ 543,900 | |||||
Exchange of Operating Partnership Units to MGP's Class A Shares | ||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||
Operating partnership unit conversion ratio | 1 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Redeemable Noncontrolling Interest (Details) shares in Thousands, $ in Thousands | 3 Months Ended |
Mar. 31, 2020USD ($)shares | |
Increase (Decrease) in Temporary Equity [Roll Forward] | |
Beginning balance | $ 0 |
Reclassification and remeasurement adjustments | 1,599,319 |
Net loss | $ (16,536) |
Proceeds from the issuance of Class A shares by MGP | shares | 18,418 |
MGP BREIT Venture Transaction | $ 16,136 |
Cash flow hedges | (12,800) |
Share-based compensation | 105 |
Deemed contribution - tax sharing agreement | 251 |
MGP dividends and Operating Partnership distributions declared | (21,289) |
Other | (48) |
Ending balance | $ 1,583,556 |
Real Estate Investments - Carry
Real Estate Investments - Carrying Value of Investments (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Real Estate Properties [Line Items] | ||
Real estate investments, gross | $ 10,856,048 | $ 10,857,338 |
Less: Accumulated depreciation | (2,604,091) | (2,546,601) |
Real estate investments, net | 8,251,957 | 8,310,737 |
Land | ||
Real Estate Properties [Line Items] | ||
Real estate investments, gross | 3,431,228 | 3,431,228 |
Buildings, building improvements, land improvements and integral equipment | ||
Real Estate Properties [Line Items] | ||
Real estate investments, gross | $ 7,424,820 | $ 7,426,110 |
Investment in Unconsolidated _3
Investment in Unconsolidated Affiliate - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Schedule of Equity Method Investments [Line Items] | ||
Income from unconsolidated affiliate | $ 25,485 | $ 13,363 |
Distributions from unconsolidated affiliate | 15,161 | 12,181 |
MGP Operating Partnership | ||
Schedule of Equity Method Investments [Line Items] | ||
Income from unconsolidated affiliate | 25,485 | 13,363 |
Distributions from unconsolidated affiliate | 15,161 | 12,181 |
MGP Operating Partnership | MGP BREIT Venture | Financial Guarantee | ||
Schedule of Equity Method Investments [Line Items] | ||
Guarantee for losses | $ 3,000,000 | |
Guarantee cap | 10.00% | |
MGP Operating Partnership | MGP BREIT Venture | Property Lease Guarantee | ||
Schedule of Equity Method Investments [Line Items] | ||
Guarantee cap | 9.90% | |
Excess cash flow distribution | $ 16,000 | |
MGP BREIT Venture | MGP Operating Partnership | ||
Schedule of Equity Method Investments [Line Items] | ||
Controlling interest, ownership percentage | 50.10% | |
Income from unconsolidated affiliate | $ 25,500 | 13,400 |
Distributions from unconsolidated affiliate | $ 15,200 | $ 12,200 |
Investment in Unconsolidated _4
Investment in Unconsolidated Affiliate - MGP BREIT Venture Operations (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Schedule of Equity Method Investments [Line Items] | ||
Net income | $ 115,409 | $ (125,322) |
MGP BREIT Venture | ||
Schedule of Equity Method Investments [Line Items] | ||
Net revenues | 98,681 | 50,437 |
Net income | $ 50,869 | $ 26,675 |
Leases - Narrative (Details)
Leases - Narrative (Details) $ in Millions | Apr. 01, 2021USD ($) | Mar. 31, 2021USD ($)numberOfExtension | Mar. 31, 2020USD ($) |
Leases [Line Items] | |||
Number of lease extension options | numberOfExtension | 4 | ||
Percent of rent payments, base rent | 91.00% | ||
Percent of rent payment, percentage rent | 9.00% | ||
Adjusted net revenue to rent ratio | 625.00% | ||
Initial period of fixed rent remaining term | 6 years | ||
Subsequent period of variable rent amount | 5 years | ||
Annual cash rent amount | $ 827.8 | ||
Tenant Reimbursements | |||
Leases [Line Items] | |||
Operating lease, lease income | $ 6 | $ 6 | |
Master Lease | |||
Leases [Line Items] | |||
Initial lease term (in years) | 10 years | ||
Number of lease extension options | numberOfExtension | 4 | ||
Lease extension term | 5 years | ||
Master Lease | Rental Properties | |||
Leases [Line Items] | |||
Operating lease, lease income | $ 188.3 | $ 203.5 | |
Master Lease Base Rent | |||
Leases [Line Items] | |||
Lessor, operating lease, variable lease payment, annual rent escalator | 2.00% | ||
Master Lease Base Rent | Subsequent Event | |||
Leases [Line Items] | |||
Annual contractual rent growth rate | 2.00% | ||
Increase in rent payments due under master lease | $ 764.9 | ||
Annual rent | $ 842.8 | ||
Master Lease Percentage Rent | |||
Leases [Line Items] | |||
Operating leases fixed amount adjustment multiplier | 1.40% |
Leases - Operating Lease Minimu
Leases - Operating Lease Minimum Rental Payments (Details) $ in Thousands | Mar. 31, 2021USD ($) |
Leases [Abstract] | |
2021 (excluding the three months ended March 31, 2021) | $ 632,071 |
2022 | 784,336 |
2023 | 764,861 |
2024 | 733,161 |
2025 | 669,761 |
Thereafter | 223,254 |
Total | $ 3,807,444 |
Debt - Debt Outstanding (Detail
Debt - Debt Outstanding (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Debt Instrument [Line Items] | ||
Long-term debt | $ 4,200,500 | $ 4,210,000 |
Less: Unamortized discount and debt issuance costs | (39,061) | (41,041) |
Long-term debt, net | 4,161,439 | 4,168,959 |
Senior secured revolving credit facility | Revolving Credit Facility | ||
Debt Instrument [Line Items] | ||
Credit facility | $ 500 | 10,000 |
5.625% senior notes, due 2024 | Senior Notes | ||
Debt Instrument [Line Items] | ||
Interest rate | 5.625% | |
Senior notes | $ 1,050,000 | 1,050,000 |
4.625% senior notes, due 2025 | Senior Notes | ||
Debt Instrument [Line Items] | ||
Interest rate | 4.625% | |
Senior notes | $ 800,000 | 800,000 |
4.50% senior notes, due 2026 | Senior Notes | ||
Debt Instrument [Line Items] | ||
Interest rate | 4.50% | |
Senior notes | $ 500,000 | 500,000 |
5.75% senior notes, due 2027 | Senior Notes | ||
Debt Instrument [Line Items] | ||
Interest rate | 5.75% | |
Senior notes | $ 750,000 | 750,000 |
4.50% senior notes, due 2028 | Senior Notes | ||
Debt Instrument [Line Items] | ||
Interest rate | 4.50% | |
Senior notes | $ 350,000 | 350,000 |
3.875% senior notes, due 2029 | Senior Notes | ||
Debt Instrument [Line Items] | ||
Interest rate | 3.875% | |
Senior notes | $ 750,000 | $ 750,000 |
Debt - Narrative (Details)
Debt - Narrative (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Dec. 31, 2020 | |
Debt Instrument [Line Items] | ||
Estimated fair value of long-term debt | $ 4,400,000,000 | $ 4,500,000,000 |
Line of Credit | ||
Debt Instrument [Line Items] | ||
Letters of credit outstanding | $ 0 | |
Revolving Credit Facility | Senior Secured Revolving Credit Facility | London Interbank Offered Rate (LIBOR) | ||
Debt Instrument [Line Items] | ||
Variable margin | 4.00% | |
Letter of Credit | Line of Credit | ||
Debt Instrument [Line Items] | ||
Borrowing capacity under credit facility | $ 75,000,000 | |
MGP Operating Partnership | Revolving Credit Facility | Senior Secured Revolving Credit Facility | ||
Debt Instrument [Line Items] | ||
Borrowing capacity under credit facility | $ 1,400,000,000 |
Derivatives and Hedging Activ_3
Derivatives and Hedging Activities - Schedule of Interest Rate Derivatives (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Derivative [Line Items] | ||
Fair Value Liability | $ (71,904) | $ (118,924) |
Designated as Hedging Instrument | ||
Derivative [Line Items] | ||
Notional Amount | 900,000 | 900,000 |
Fair Value Liability | (29,170) | (41,131) |
Not Designated as Hedging Instrument | ||
Derivative [Line Items] | ||
Notional Amount | $ 1,900,000 | $ 1,900,000 |
Weighted Average Fixed Rate | ||
Fair Value Liability | $ (42,734) | $ (77,793) |
Interest Rate Swap Effective Nov 30, 2021 | Designated as Hedging Instrument | ||
Derivative [Line Items] | ||
Notional Amount | $ 900,000 | $ 900,000 |
Weighted Average Fixed Rate | 1.801% | 1.801% |
Fair Value Liability | $ (29,170) | $ (41,131) |
Interest Rate Swap Effective May 3, 2017 | Not Designated as Hedging Instrument | ||
Derivative [Line Items] | ||
Notional Amount | $ 1,200,000 | $ 1,200,000 |
Weighted Average Fixed Rate | 1.844% | 1.844% |
Fair Value Liability | $ (13,879) | $ (18,889) |
Interest Rate Swap Effective Sep 6, 2019 | Not Designated as Hedging Instrument | ||
Derivative [Line Items] | ||
Notional Amount | $ 300,000 | $ 300,000 |
Weighted Average Fixed Rate | 1.158% | 1.158% |
Fair Value Liability | $ (6,145) | $ (10,451) |
Interest Rate Swap Effective Oct 1, 2019 | Not Designated as Hedging Instrument | ||
Derivative [Line Items] | ||
Notional Amount | $ 400,000 | $ 400,000 |
Weighted Average Fixed Rate | 2.252% | 2.252% |
Fair Value Liability | $ (22,710) | $ (48,453) |
Shareholders' Equity and Part_3
Shareholders' Equity and Partners' Capital - Narrative (Details) - USD ($) $ / shares in Units, $ in Millions | Apr. 15, 2021 | Mar. 15, 2021 | Mar. 31, 2021 | Mar. 14, 2021 |
MGP Operating Partnership | ||||
Class of Stock [Line Items] | ||||
Operating Partnership units redeemed using proceeds from share issuances (in units) | 21,900,000 | |||
Aggregate proceeds from redemption of equity | $ 1,200 | |||
Ownership percentage | 57.90% | 47.00% | ||
MGP Operating Partnership | Operating Partnership Units | ||||
Class of Stock [Line Items] | ||||
Operating Partnership units redeemed (in units) | 37,100,000 | |||
Operating Partnership units redeemed using cash (in units) | 15,300,000 | |||
Class A Shares | Subsequent Event | ||||
Class of Stock [Line Items] | ||||
Dividends (in dollars per share) | $ 0.4950 | |||
Dividends (in dollars per share) | $ 0.4950 | |||
Public Stock Offering | Class A Shares | ||||
Class of Stock [Line Items] | ||||
Sale of stock, number of shares issued in transaction (in shares) | 21,900,000 | |||
Sale of stock, consideration received on transaction | $ 676 |
Shareholders' Equity and Part_4
Shareholders' Equity and Partners' Capital - Changes in Accumulated Other Comprehensive Income (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | ||
AOCI [Roll Forward] | |||
Beginning Balance | $ 5,590,742 | $ 6,898,012 | |
Other comprehensive loss before reclassifications | 11,961 | ||
Amounts reclassified from accumulated other comprehensive income to interest expense | 4,618 | ||
Other comprehensive income (loss) | 16,579 | (95,320) | |
Issuance of Class A shares | (3,693) | ||
Redemption of Operating Partnership Units | (1,181,276) | ||
Other | (276) | 40 | [1] |
Changes in accumulated other comprehensive income: | 6,024 | ||
Less: Other comprehensive income attributable to noncontrolling interest | (8,380) | ||
Ending Balance | 5,089,831 | 5,541,861 | |
AOCI Attributable to Parent | |||
AOCI [Roll Forward] | |||
Beginning Balance | (51,197) | (7,045) | |
Other comprehensive income (loss) | 8,199 | ||
Redemption of Operating Partnership Units | (6,860) | ||
Other | (2) | ||
Ending Balance | (53,553) | $ (45,163) | |
Cash Flow Hedges Attributable to Parent | |||
AOCI [Roll Forward] | |||
Beginning Balance | (40,063) | ||
Ending Balance | (31,864) | ||
Cash Flow Hedges Including Portion Attributable to Noncontrolling Interest | |||
AOCI [Roll Forward] | |||
Other comprehensive loss before reclassifications | 11,961 | ||
Amounts reclassified from accumulated other comprehensive income to interest expense | 4,618 | ||
Other comprehensive income (loss) | 16,579 | ||
Issuance of Class A shares | 0 | ||
Redemption of Operating Partnership Units | 0 | ||
Other | 0 | ||
Changes in accumulated other comprehensive income: | 16,579 | ||
Cash Flow Hedges Including Noncontrolling Interest | |||
AOCI [Roll Forward] | |||
Less: Other comprehensive income attributable to noncontrolling interest | (8,380) | ||
Other Attributable to Parent | |||
AOCI [Roll Forward] | |||
Beginning Balance | (11,134) | ||
Ending Balance | (21,689) | ||
Other Including Portion Attributable to Noncontrolling Interest | |||
AOCI [Roll Forward] | |||
Other comprehensive loss before reclassifications | 0 | ||
Amounts reclassified from accumulated other comprehensive income to interest expense | 0 | ||
Other comprehensive income (loss) | 0 | ||
Issuance of Class A shares | (3,693) | ||
Redemption of Operating Partnership Units | (6,860) | ||
Other | (2) | ||
Changes in accumulated other comprehensive income: | (10,555) | ||
Other Attributable to Noncontrolling Interest | |||
AOCI [Roll Forward] | |||
Less: Other comprehensive income attributable to noncontrolling interest | 0 | ||
MGP Operating Partnership | |||
AOCI [Roll Forward] | |||
Other comprehensive income (loss) | $ 16,579 | ||
[1] | Excludes amounts attributable to redeemable noncontrolling interest. See Note 2. |
Earnings Per Class A Share (Det
Earnings Per Class A Share (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Numerator: | ||
Net income (loss) attributable to Class A shares - basic and diluted | $ 59,598 | $ (49,748) |
Denominator: | ||
Weighted average Class A shares outstanding - basic (in shares) | 135,709,000 | 123,259,000 |
Effect of dilutive shares for diluted net income per Class A share (in shares) | 227,000 | 0 |
Weighted average Class A shares outstanding - diluted (in shares) | 135,936,000 | 123,259,000 |
Stock Compensation Plan | ||
Denominator: | ||
Potentially dilutive shares (in shares) | 100,000 | 300,000 |
Earnings Per Operating Partne_3
Earnings Per Operating Partnership Unit (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Denominator: | ||
Effect of dilutive shares for diluted net income per Class A share (in shares) | 227,000 | 0 |
Stock Compensation Plan | ||
Denominator: | ||
Potentially dilutive shares (in shares) | 100,000 | 300,000 |
MGP Operating Partnership | ||
Numerator: | ||
Net income (loss) attributable to unitholders - basic and diluted | $ 115,409 | $ (125,322) |
Denominator: | ||
Weighted average Operating Partnership units outstanding - basic (in shares) | 276,692,000 | 324,310,000 |
Effect of dilutive shares for diluted net income per Class A share (in shares) | 227,000 | 0 |
Weighted average Operating Partnership units outstanding - diluted (in shares) | 276,919,000 | 324,310,000 |
MGP Operating Partnership | Stock Compensation Plan | ||
Denominator: | ||
Potentially dilutive shares (in shares) | 100,000 | 300,000 |