UNITED STATES
SECURITIES & EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
| ☒ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | ||||
For the quarterly period ended March 31, 2022
OR
| ☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | ||||
For the transition period from to
Commission File No. 001-37733 (MGM Growth Properties LLC)
Commission File No. 333-215571 (MGM Growth Properties Operating Properties LP)
MGM Growth Properties LLC
MGM Growth Properties Operating Partnership LP
(Exact name of registrant as specified in its charter)
| Delaware | (MGM Growth Properties LLC) | 47-5513237 | ||||||
| Delaware | (MGM Growth Properties Operating Partnership LP) | 81-1162318 | ||||||
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |||||||
1980 Festival Plaza Drive, Suite #750, Las Vegas, NV 89135
(Address of principal executive offices)
(702) 669-1480
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
| Class A Shares, no par value | MGP | New York Stock Exchange | ||||||
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
MGM Growth Properties LLC Yes ☒ No ☐
MGM Growth Properties Operating Partnership LP Yes ☐ No ☒
*As a voluntary filer not subject to reporting requirements, MGM Growth Properties Operating Partnership LP has filed all reports under Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months that would have been required had it been subject to such requirements.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
MGM Growth Properties LLC Yes ☒ No ☐
MGM Growth Properties Operating Partnership LP Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
MGM Growth Properties LLC
| Large accelerated filer | ☒ | Accelerated filer | ☐ | Non-accelerated filer | ☐ | Smaller reporting company | ☐ | Emerging growth company | ☐ | ||||||||||||||||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ___
MGM Growth Properties Operating Partnership LP
| Large accelerated filer | ☐ | Accelerated filer | ☐ | Non-accelerated filer | ☒ | Smaller reporting company | ☐ | Emerging growth company | ☐ | ||||||||||||||||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ___
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).
MGM Growth Properties LLC Yes ☐ No ☒
MGM Growth Properties Operating Partnership LP Yes ☐ No ☒
As of April 19, 2022, 156,753,272 shares of MGM Growth Properties LLC Class A shares, no par value, and 1 share of MGM Growth Properties LLC Class B share, no par value, were outstanding.
EXPLANATORY NOTE
This report combines the quarterly reports on Form 10-Q for the period ended March 31, 2022, of MGM Growth Properties LLC, a Delaware limited liability corporation, and MGM Growth Properties Operating Partnership LP, a Delaware limited partnership. Unless otherwise indicated or unless the context requires otherwise, all references in this report to “we,” “us,” “our,” “MGP” or “the Company” refer to MGM Growth Properties LLC together with its consolidated subsidiaries, including MGM Growth Properties Operating Partnership LP. Unless otherwise indicated or unless the context requires otherwise, all references to the “Operating Partnership” refer to MGM Growth Properties Operating Partnership LP together with its consolidated subsidiaries.
MGP is a real estate investment trust (“REIT”), and the owner of the sole general partner of the Operating Partnership. As of March 31, 2022, MGP owned approximately 58.5% of the Operating Partnership units, each such unit representing limited partnership interests in the Operating Partnership (“Operating Partnership units”). The remaining approximately 41.5% of the Operating Partnership’s units are owned by our parent, MGM Resorts International (“MGM”) and certain of its subsidiaries. As the owner of the sole general partner of the Operating Partnership, MGP has the full, exclusive and complete responsibility for the Operating Partnership’s day-to-day management and control.
We believe combining the quarterly reports on Form 10-Q of MGP and the Operating Partnership into this single report results in the following benefits:
•enhances investors’ understanding of MGP and the Operating Partnership by enabling investors to view the business as a whole in the same manner as management views and operates the business;
•eliminates duplicative disclosure and provides a more streamlined and readable presentation since a substantial portion of the disclosure applies to both MGP and the Operating Partnership, which we believe will assist investors in getting all relevant information on their investment in one place rather than having to access and review largely duplicative reports; and
•creates time and cost efficiencies through the preparation of one combined report instead of two separate reports.
There are a few differences between MGP and the Operating Partnership, which are reflected in the disclosures in this report. We believe it is important to understand the differences between MGP and the Operating Partnership in the context of how we operate as an interrelated consolidated company. MGP is a REIT, whose only material assets consist of Operating Partnership units and sole beneficial ownership of the general partner of the Operating Partnership. As a result, MGP does not conduct business itself, other than acting as the owner of the sole general partner of the Operating Partnership, but it may from time to time issue additional public equity in the form of Class A shares. The Operating Partnership holds all the assets of the Company. The Operating Partnership conducts the operations of the business and is structured as a partnership with no publicly traded equity. Except for the net proceeds from certain offerings of Class A shares by MGP, which were contributed to the Operating Partnership in exchange for Operating Partnership units, the Operating Partnership generates the capital required by the Company’s business through the Operating Partnership’s operations, by the Operating Partnership’s issuance of indebtedness or through the issuance of Operating Partnership units.
The presentation of noncontrolling interest, shareholders’ equity and partners’ capital are the main areas of difference between the condensed consolidated financial statements of MGP and those of the Operating Partnership. The Operating Partnership units held by subsidiaries of MGM are accounted for as partners’ capital in the Operating Partnership’s condensed consolidated financial statements and as noncontrolling interest within equity in MGP’s condensed consolidated financial statements. The Operating Partnership units held by MGP in the Operating Partnership are accounted for as partners’ capital in the Operating Partnership’s condensed consolidated financial statements and within Class A shareholders’ equity in MGP’s condensed consolidated financial statements. These differences in the presentations between shareholders’ equity in MGP’s condensed consolidated financial statements and partners’ capital in the Operating Partnership’s condensed consolidated financial statements therefore result from the differences in the equity and limited partnership interests issued at the MGP and Operating Partnership levels, respectively.
To help investors understand the significant differences between MGP and the Operating Partnership, this report presents the condensed consolidated financial statements separately for MGP and the Operating Partnership.
As the sole beneficial owner of MGM Growth Properties OP GP LLC, which is the sole general partner with control of the Operating Partnership, MGP consolidates the Operating Partnership for financial reporting purposes, and it does not have
any assets other than its investment in the Operating Partnership. Therefore, the assets and liabilities of MGP and the Operating Partnership are the same on their respective condensed consolidated financial statements. The separate discussions of MGP and the Operating Partnership in this report should be read in conjunction with each other to understand the results of the Company on a condensed consolidated basis and how management operates the Company.
In order to establish that the Chief Executive Officer and the Chief Financial Officer of each entity have made the requisite certifications and that the Company and the Operating Partnership are compliant with Rule 13a-15 or Rule 15d-15 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and 18 U.S.C. §1350, this report also includes separate “Item 4. Controls and Procedures” sections and separate Exhibit 31 and 32 certifications for each of the Company and the Operating Partnership.
All other sections of this report, including Management’s Discussion and Analysis of Financial Condition and Results of Operations and Quantitative and Qualitative Disclosures about Market Risk, are presented together for MGP and the Operating Partnership.
MGM GROWTH PROPERTIES LLC
FORM 10-Q
I N D E X
| Page | ||||||||
| PART I. | ||||||||
| Item 1. | ||||||||
| MGM Growth Properties LLC: | ||||||||
| MGM Growth Properties Operating Partnership LP: | ||||||||
| Item 2. | ||||||||
| Item 3. | ||||||||
| Item 4. | ||||||||
| PART II. | ||||||||
| Item 1. | ||||||||
| Item 1A. | ||||||||
| Item 2. | ||||||||
| Item 6. | ||||||||
Part I. FINANCIAL INFORMATION
Item 1. Financial Statements
MGM GROWTH PROPERTIES LLC
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except share amounts)
(unaudited)
| March 31, 2022 | December 31, 2021 | ||||||||||
| ASSETS | |||||||||||
| Real estate investments, net | $ | 8,716,154 | $ | 8,780,521 | |||||||
| Lease incentive asset | 482,136 | 487,141 | |||||||||
| Investment in unconsolidated affiliate | 818,053 | 816,756 | |||||||||
| Cash and cash equivalents | 7,614 | 8,056 | |||||||||
| Prepaid expenses and other assets | 20,768 | 22,237 | |||||||||
| Due from MGM Resorts International and affiliates | 493 | — | |||||||||
| Above market lease, asset | 37,900 | 38,293 | |||||||||
| Operating lease right-of-use assets | 278,173 | 278,102 | |||||||||
| Total assets | $ | 10,361,291 | $ | 10,431,106 | |||||||
| LIABILITIES AND SHAREHOLDERS' EQUITY | |||||||||||
| Liabilities | |||||||||||
| Debt, net | $ | 4,168,857 | $ | 4,216,877 | |||||||
| Due to MGM Resorts International and affiliates | — | 172 | |||||||||
| Accounts payable, accrued expenses and other liabilities | 3,580 | 57,543 | |||||||||
| Accrued interest | 51,619 | 55,685 | |||||||||
| Dividend and distribution payable | 142,107 | 140,765 | |||||||||
| Deferred revenue | 239,283 | 221,542 | |||||||||
| Deferred income taxes, net | 41,217 | 41,217 | |||||||||
| Operating lease liabilities | 337,543 | 337,460 | |||||||||
| Total liabilities | 4,984,206 | 5,071,261 | |||||||||
| Commitments and contingencies (Note 11) | 0 | 0 | |||||||||
| Shareholders' equity | |||||||||||
| Class A shares: no par value, 1,000,000,000 shares authorized, 156,753,272 and 156,750,325 shares issued and outstanding as of March 31, 2022 and December 31, 2021, respectively | — | — | |||||||||
| Additional paid-in capital | 3,736,244 | 3,735,727 | |||||||||
| Accumulated deficit | (551,367) | (537,715) | |||||||||
| Accumulated other comprehensive loss | (17,951) | (41,189) | |||||||||
| Total Class A shareholders' equity | 3,166,926 | 3,156,823 | |||||||||
| Noncontrolling interest | 2,210,159 | 2,203,022 | |||||||||
| Total shareholders' equity | 5,377,085 | 5,359,845 | |||||||||
| Total liabilities and shareholders' equity | $ | 10,361,291 | $ | 10,431,106 | |||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
1
MGM GROWTH PROPERTIES LLC
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share amounts)
(unaudited)
| Three Months Ended March 31, | |||||||||||||||||||||||
| 2022 | 2021 | ||||||||||||||||||||||
| Revenues | |||||||||||||||||||||||
| Rental revenue | $ | 195,067 | $ | 188,303 | |||||||||||||||||||
| Ground lease and other | 6,869 | 6,039 | |||||||||||||||||||||
| Total Revenues | 201,936 | 194,342 | |||||||||||||||||||||
| Expenses | |||||||||||||||||||||||
| Depreciation | 62,821 | 57,937 | |||||||||||||||||||||
| Property transactions, net | 1,546 | 843 | |||||||||||||||||||||
| Ground lease expense | 5,824 | 5,920 | |||||||||||||||||||||
| Acquisition-related expenses | 146 | — | |||||||||||||||||||||
| General and administrative | 3,564 | 3,659 | |||||||||||||||||||||
| Total Expenses | 73,901 | 68,359 | |||||||||||||||||||||
| Other income (expense) | |||||||||||||||||||||||
| Income from unconsolidated affiliate | 25,411 | 25,485 | |||||||||||||||||||||
| Interest income | 3 | 317 | |||||||||||||||||||||
| Interest expense | (63,768) | (68,446) | |||||||||||||||||||||
| Gain on unhedged interest rate swaps, net | 29,185 | 35,059 | |||||||||||||||||||||
| Other | (109) | (197) | |||||||||||||||||||||
| (9,278) | (7,782) | ||||||||||||||||||||||
| Income before income taxes | 118,757 | 118,201 | |||||||||||||||||||||
| Provision for income taxes | (2,257) | (2,792) | |||||||||||||||||||||
| Net income | 116,500 | 115,409 | |||||||||||||||||||||
| Less: Net income attributable to noncontrolling interest | (47,072) | (55,811) | |||||||||||||||||||||
| Net income attributable to Class A shareholders | $ | 69,428 | $ | 59,598 | |||||||||||||||||||
| Weighted average Class A shares outstanding | |||||||||||||||||||||||
| Basic | 156,903 | 135,709 | |||||||||||||||||||||
| Diluted | 156,996 | 135,936 | |||||||||||||||||||||
| Earnings per Class A share | |||||||||||||||||||||||
| Basic | $ | 0.44 | $ | 0.44 | |||||||||||||||||||
| Diluted | $ | 0.44 | $ | 0.44 | |||||||||||||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
2
MGM GROWTH PROPERTIES LLC
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(in thousands)
(unaudited)
| Three Months Ended March 31, | |||||||||||||||||||||||
| 2022 | 2021 | ||||||||||||||||||||||
| Net income | $ | 116,500 | $ | 115,409 | |||||||||||||||||||
| Unrealized gain on cash flow hedges | 39,749 | 16,579 | |||||||||||||||||||||
| Comprehensive income | 156,249 | 131,988 | |||||||||||||||||||||
| Less: Comprehensive income attributable to noncontrolling interests | (63,583) | (64,191) | |||||||||||||||||||||
| Comprehensive income attributable to Class A shareholders | $ | 92,666 | $ | 67,797 | |||||||||||||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
3
MGM GROWTH PROPERTIES LLC
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(unaudited)
| Three Months Ended March 31, | |||||||||||
| 2022 | 2021 | ||||||||||
| Cash flows from operating activities | |||||||||||
| Net income | $ | 116,500 | $ | 115,409 | |||||||
| Adjustments to reconcile net income to net cash provided by operating activities: | |||||||||||
| Depreciation | 62,821 | 57,937 | |||||||||
| Property transactions, net | 1,546 | 843 | |||||||||
| Amortization of financing costs | 2,863 | 2,863 | |||||||||
| Non-cash ground lease, net | 260 | 259 | |||||||||
| Deemed contributions - tax sharing agreement | 2,257 | 2,792 | |||||||||
| Straight-line rental revenues, excluding amortization of lease incentive asset | 18,119 | 13,633 | |||||||||
| 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 | 5,339 | 4,618 | |||||||||
| Gain on unhedged interest rate swaps, net | (29,185) | (35,059) | |||||||||
| Share-based compensation | 564 | 852 | |||||||||
| Income from unconsolidated affiliate | (25,411) | (25,485) | |||||||||
| Distributions from unconsolidated affiliate | 24,114 | 15,161 | |||||||||
| Change in operating assets and liabilities: | |||||||||||
| Prepaid expenses and other assets | 17,440 | 242 | |||||||||
| Due to/from MGM Resorts International and affiliates | (665) | 19 | |||||||||
| Accounts payable, accrued expenses and other liabilities | (6,759) | (1,644) | |||||||||
| Accrued interest | (4,066) | 11,005 | |||||||||
| Net cash provided by operating activities | 190,364 | 168,072 | |||||||||
| Cash flows from investing activities | |||||||||||
| Net cash provided by investing activities | — | — | |||||||||
| Cash flows from financing activities | |||||||||||
| Net repayments under bank credit facility | (50,000) | (9,500) | |||||||||
| Proceeds from issuance of Class A shares, net | — | 676,034 | |||||||||
| Redemption of Operating Partnership units | — | (1,181,276) | |||||||||
| Dividends and distributions paid | (140,765) | (136,484) | |||||||||
| Other | (41) | — | |||||||||
| Net cash used in financing activities | (190,806) | (651,226) | |||||||||
| Cash and cash equivalents | |||||||||||
| Net decrease for the period | (442) | (483,154) | |||||||||
| Balance, beginning of period | 8,056 | 626,385 | |||||||||
| Balance, end of period | $ | 7,614 | $ | 143,231 | |||||||
| Supplemental cash flow disclosures | |||||||||||
| Interest paid | $ | 59,632 | $ | 49,960 | |||||||
| Non-cash investing and financing activities | |||||||||||
| Accrual of dividend and distribution payable to Class A shareholders and Operating Partnership unit holders | $ | 142,107 | $ | 131,025 | |||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
4
MGM GROWTH PROPERTIES LLC
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
(in thousands)
(unaudited)
| Class A | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Shares | Par Value | Additional Paid-in Capital | Accumulated Deficit | Accumulated Other Comprehensive Loss | Total Class A Shareholders' Equity | Noncontrolling Interest | Total Shareholders' Equity | |||||||||||||||||||||||||||||||||||||||||||
| Balance at December 31, 2021 | 156,750 | $ | — | $ | 3,735,727 | $ | (537,715) | $ | (41,189) | $ | 3,156,823 | $ | 2,203,022 | $ | 5,359,845 | |||||||||||||||||||||||||||||||||||
| Net income | — | — | — | 69,428 | — | 69,428 | 47,072 | 116,500 | ||||||||||||||||||||||||||||||||||||||||||
| Cash flow hedges | — | — | — | — | 23,238 | 23,238 | 16,511 | 39,749 | ||||||||||||||||||||||||||||||||||||||||||
| Share-based compensation | — | — | 330 | — | — | 330 | 234 | 564 | ||||||||||||||||||||||||||||||||||||||||||
| Deemed contribution - tax sharing agreement | — | — | — | — | — | — | 2,257 | 2,257 | ||||||||||||||||||||||||||||||||||||||||||
| Dividends and distributions declared ($0.5300 per Class A share) | — | — | — | (83,080) | — | (83,080) | (59,027) | (142,107) | ||||||||||||||||||||||||||||||||||||||||||
| Other | 3 | — | 187 | — | — | 187 | 90 | 277 | ||||||||||||||||||||||||||||||||||||||||||
| Balance at March 31, 2022 | 156,753 | $ | — | $ | 3,736,244 | $ | (551,367) | $ | (17,951) | $ | 3,166,926 | $ | 2,210,159 | $ | 5,377,085 | |||||||||||||||||||||||||||||||||||
| Class A | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Shares | Par Value | Additional Paid-in Capital | Accumulated Deficit | Accumulated Other Comprehensive Loss | Total Class A Shareholders' Equity | Noncontrolling Interest | Total Shareholders' Equity | |||||||||||||||||||||||||||||||||||||||||||
| Balance at December 31, 2020 | 131,460 | $ | — | $ | 3,114,331 | $ | (422,897) | $ | (51,197) | $ | 2,640,237 | $ | 2,950,505 | $ | 5,590,742 | |||||||||||||||||||||||||||||||||||
| Net income | — | — | — | 59,598 | — | 59,598 | 55,811 | 115,409 | ||||||||||||||||||||||||||||||||||||||||||
| Issuance of Class A shares | 21,850 | — | 565,437 | — | (3,693) | 561,744 | 114,290 | 676,034 | ||||||||||||||||||||||||||||||||||||||||||
| Redemption of Operating Partnership units | — | — | (220,627) | — | (6,860) | (227,487) | (953,789) | (1,181,276) | ||||||||||||||||||||||||||||||||||||||||||
| Cash flow hedges | — | — | — | — | 8,199 | 8,199 | 8,380 | 16,579 | ||||||||||||||||||||||||||||||||||||||||||
| Share-based compensation | — | — | 431 | — | — | 431 | 421 | 852 | ||||||||||||||||||||||||||||||||||||||||||
| Deemed contribution - tax sharing agreement | — | — | — | — | — | — | 2,792 | 2,792 | ||||||||||||||||||||||||||||||||||||||||||
| Dividends and distributions declared ($0.4950 per Class A share) | — | — | — | (75,895) | — | (75,895) | (55,130) | (131,025) | ||||||||||||||||||||||||||||||||||||||||||
| Other | 14 | — | 27 | — | (2) | 25 | (301) | (276) | ||||||||||||||||||||||||||||||||||||||||||
| Balance at March 31, 2021 | 153,324 | $ | — | $ | 3,459,599 | $ | (439,194) | $ | (53,553) | $ | 2,966,852 | $ | 2,122,979 | $ | 5,089,831 | |||||||||||||||||||||||||||||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
5
MGM GROWTH PROPERTIES OPERATING PARTNERSHIP LP
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except unit amounts)
(unaudited)
| March 31, 2022 | December 31, 2021 | ||||||||||
| ASSETS | |||||||||||
| Real estate investments, net | $ | 8,716,154 | $ | 8,780,521 | |||||||
| Lease incentive asset | 482,136 | 487,141 | |||||||||
| Investment in unconsolidated affiliate | 818,053 | 816,756 | |||||||||
| Cash and cash equivalents | 7,614 | 8,056 | |||||||||
| Prepaid expenses and other assets | 20,768 | 22,237 | |||||||||
| Due from MGM Resorts International and affiliates | 493 | — | |||||||||
| Above market lease, asset | 37,900 | 38,293 | |||||||||
| Operating lease right-of-use assets | 278,173 | 278,102 | |||||||||
| Total assets | $ | 10,361,291 | $ | 10,431,106 | |||||||
| LIABILITIES AND PARTNERS' CAPITAL | |||||||||||
| Liabilities | |||||||||||
| Debt, net | $ | 4,168,857 | $ | 4,216,877 | |||||||
| Due to MGM Resorts International and affiliates | — | 172 | |||||||||
| Accounts payable, accrued expenses and other liabilities | 3,580 | 57,543 | |||||||||
| Accrued interest | 51,619 | 55,685 | |||||||||
| Distribution payable | 142,107 | 140,765 | |||||||||
| Deferred revenue | 239,283 | 221,542 | |||||||||
| Deferred income taxes, net | 41,217 | 41,217 | |||||||||
| Operating lease liabilities | 337,543 | 337,460 | |||||||||
| Total liabilities | 4,984,206 | 5,071,261 | |||||||||
| Commitments and contingencies (Note 11) | 0 | 0 | |||||||||
| Partners’ capital | |||||||||||
| General partner | — | — | |||||||||
| Limited partners: 268,126,029 and 268,123,082 Operating Partnership units issued and outstanding as of March 31, 2022 and December 31, 2021, respectively. | 5,377,085 | 5,359,845 | |||||||||
| Total partners’ capital | 5,377,085 | 5,359,845 | |||||||||
| Total liabilities and partners’ capital | $ | 10,361,291 | $ | 10,431,106 | |||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
6
MGM GROWTH PROPERTIES OPERATING PARTNERSHIP LP
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per unit amounts)
(unaudited)
| Three Months Ended March 31, | |||||||||||||||||||||||
| 2022 | 2021 | ||||||||||||||||||||||
| Revenues | |||||||||||||||||||||||
| Rental revenue | $ | 195,067 | $ | 188,303 | |||||||||||||||||||
| Ground lease and other | 6,869 | 6,039 | |||||||||||||||||||||
| Total Revenues | 201,936 | 194,342 | |||||||||||||||||||||
| Expenses | |||||||||||||||||||||||
| Depreciation | 62,821 | 57,937 | |||||||||||||||||||||
| Property transactions, net | 1,546 | 843 | |||||||||||||||||||||
| Ground lease expense | 5,824 | 5,920 | |||||||||||||||||||||
| Acquisition-related expenses | 146 | — | |||||||||||||||||||||
| General and administrative | 3,564 | 3,659 | |||||||||||||||||||||
| Total Expenses | 73,901 | 68,359 | |||||||||||||||||||||
| Other income (expense) | |||||||||||||||||||||||
| Income from unconsolidated affiliate | 25,411 | 25,485 | |||||||||||||||||||||
| Interest income | 3 | 317 | |||||||||||||||||||||
| Interest expense | (63,768) | (68,446) | |||||||||||||||||||||
| Gain on unhedged interest rate swaps, net | 29,185 | 35,059 | |||||||||||||||||||||
| Other | (109) | (197) | |||||||||||||||||||||
| (9,278) | (7,782) | ||||||||||||||||||||||
| Income before income taxes | 118,757 | 118,201 | |||||||||||||||||||||
| Provision for income taxes | (2,257) | (2,792) | |||||||||||||||||||||
| Net income | $ | 116,500 | $ | 115,409 | |||||||||||||||||||
| Weighted average units outstanding | |||||||||||||||||||||||
| Basic | 268,276 | 276,692 | |||||||||||||||||||||
| Diluted | 268,369 | 276,919 | |||||||||||||||||||||
| Earnings per unit | |||||||||||||||||||||||
| Basic | $ | 0.43 | $ | 0.42 | |||||||||||||||||||
| Diluted | $ | 0.43 | $ | 0.42 | |||||||||||||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
7
MGM GROWTH PROPERTIES OPERATING PARTNERSHIP LP
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(in thousands)
(unaudited)
| Three Months Ended March 31, | |||||||||||||||||||||||
| 2022 | 2021 | ||||||||||||||||||||||
| Net income | $ | 116,500 | $ | 115,409 | |||||||||||||||||||
| Unrealized gain on cash flow hedges | 39,749 | 16,579 | |||||||||||||||||||||
| Comprehensive income | $ | 156,249 | $ | 131,988 | |||||||||||||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
8
MGM GROWTH PROPERTIES OPERATING PARTNERSHIP LP
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(unaudited)
| Three Months Ended March 31, | |||||||||||
| 2022 | 2021 | ||||||||||
| Cash flows from operating activities | |||||||||||
| Net income | $ | 116,500 | $ | 115,409 | |||||||
| Adjustments to reconcile net income to net cash provided by operating activities: | |||||||||||
| Depreciation | 62,821 | 57,937 | |||||||||
| Property transactions, net | 1,546 | 843 | |||||||||
| Amortization of financing costs | 2,863 | 2,863 | |||||||||
| Non-cash ground lease, net | 260 | 259 | |||||||||
| Deemed contributions - tax sharing agreement | 2,257 | 2,792 | |||||||||
| Straight-line rental revenues, excluding amortization of lease incentive asset | 18,119 | 13,633 | |||||||||
| 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 | 5,339 | 4,618 | |||||||||
| Gain on unhedged interest rate swaps, net | (29,185) | (35,059) | |||||||||
| Share-based compensation | 564 | 852 | |||||||||
| Income from unconsolidated affiliate | (25,411) | (25,485) | |||||||||
| Distributions from unconsolidated affiliate | 24,114 | 15,161 | |||||||||
| Change in operating assets and liabilities: | |||||||||||
| Prepaid expenses and other assets | 17,440 | 242 | |||||||||
| Due to/from MGM Resorts International and affiliates | (665) | 19 | |||||||||
| Accounts payable, accrued expenses and other liabilities | (6,759) | (1,644) | |||||||||
| Accrued interest | (4,066) | 11,005 | |||||||||
| Net cash provided by operating activities | 190,364 | 168,072 | |||||||||
| Cash flows from investing activities | |||||||||||
| Net cash provided by investing activities | — | — | |||||||||
| Cash flows from financing activities | |||||||||||
| Net repayments under bank credit facility | (50,000) | (9,500) | |||||||||
| Proceeds from issuance of Class A shares by MGP | — | 676,034 | |||||||||
| Redemption of Operating Partnership units | — | (1,181,276) | |||||||||
| Distributions paid | (140,765) | (136,484) | |||||||||
| Other | (41) | — | |||||||||
| Net cash used in financing activities | (190,806) | (651,226) | |||||||||
| Cash and cash equivalents | |||||||||||
| Net decrease for the period | (442) | (483,154) | |||||||||
| Balance, beginning of period | 8,056 | 626,385 | |||||||||
| Balance, end of period | $ | 7,614 | $ | 143,231 | |||||||
| Supplemental cash flow disclosures | |||||||||||
| Interest paid | $ | 59,632 | $ | 49,960 | |||||||
| Non-cash investing and financing activities | |||||||||||
| Accrual of distribution payable to Operating Partnership unit holders | $ | 142,107 | $ | 131,025 | |||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
9
MGM GROWTH PROPERTIES OPERATING PARTNERSHIP LP
CONDENSED CONSOLIDATED STATEMENTS OF PARTNERS’ CAPITAL
(in thousands)
(unaudited)
| General Partner | Limited Partners | Total Partners' Capital | |||||||||||||||
| Balance at December 31, 2021 | $ | — | $ | 5,359,845 | $ | 5,359,845 | |||||||||||
| Net income | — | 116,500 | 116,500 | ||||||||||||||
| Cash flow hedges | — | 39,749 | 39,749 | ||||||||||||||
| Share-based compensation | — | 564 | 564 | ||||||||||||||
| Deemed contribution - tax sharing agreement | — | 2,257 | 2,257 | ||||||||||||||
| Distributions declared ($0.5300 per unit) | — | (142,107) | (142,107) | ||||||||||||||
| Other | — | 277 | 277 | ||||||||||||||
| Balance at March 31, 2022 | $ | — | $ | 5,377,085 | $ | 5,377,085 | |||||||||||
| General Partner | Limited Partners | Total Partners' Capital | |||||||||||||||
| Balance at December 31, 2020 | $ | — | $ | 5,590,742 | $ | 5,590,742 | |||||||||||
| Net income | — | 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 | ||||||||||||||
| Share-based compensation | — | 852 | 852 | ||||||||||||||
| Deemed contribution - tax sharing agreement | — | 2,792 | 2,792 | ||||||||||||||
| Distributions declared ($0.4950 per unit) | — | (131,025) | (131,025) | ||||||||||||||
| Other | — | (276) | (276) | ||||||||||||||
| Balance at March 31, 2021 | $ | — | $ | 5,089,831 | $ | 5,089,831 | |||||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
10
MGM GROWTH PROPERTIES LLC AND MGM GROWTH PROPERTIES OPERATING PARTNERSHIP LP CONDENSED NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
NOTE 1 — 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”). 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”) 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”).
As of March 31, 2022, there were approximately 268.1 million Operating Partnership units outstanding in the Operating Partnership, of which MGM owned approximately 111.4 million, or 41.5%, and MGP owned the remaining 58.5%. MGM’s Operating Partnership units are exchangeable into Class A shares of MGP on a 1-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.
VICI Transaction
On August 4, 2021, the Company and the Operating Partnership entered into an agreement with VICI Properties, Inc. (“VICI”) and MGM whereby VICI will acquire the Company in a stock-for-stock transaction (such transaction, the “VICI Transaction”). Pursuant to the agreement, MGP Class A shareholders will have the right to receive 1.366 shares of newly issued VICI stock in exchange for each MGP Class A share outstanding and MGM will have the right to receive 1.366 units of the new VICI operating partnership (“VICI OP”) in exchange for each Operating Partnership unit held by MGM. The fixed exchange ratio represents an agreed upon price of $43 per share of MGP Class A share to the five-day volume weighted average price of VICI stock as of the close of business on July 30, 2021. In connection with the exchange, VICI OP will redeem the majority of MGM’s VICI OP units for cash consideration of $4.4 billion, with MGM retaining approximately 12.2 million VICI OP units. MGP’s Class B share that is held by MGM will be cancelled. As of April 15, 2022, all closing conditions have been satisfied or waived (other than those that by their nature or terms are to be satisfied at the closing or, with respect to certain conditions, if the failure of such condition is as a result of an event, circumstance, effect or development occurring on or after April 15, 2022), and, accordingly, the VICI Transaction is expected to close on or about April 29, 2022, or otherwise within the marketing period pursuant to the master transaction agreement.
NOTE 2 — 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.
11
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. 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, 2022, on a consolidated basis, MGP Lessor, LLC had total assets of $8.8 billion primarily related to its real estate investments, and total liabilities of $617.4 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 1-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.
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.
12
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 1 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 1.9% and 2.4% for the three months ended March 31, 2022 and 2021, 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, 2022 or December 31, 2021.
NOTE 3 — REAL ESTATE INVESTMENTS
The carrying value of real estate investments is as follows:
| March 31, 2022 | December 31, 2021 | ||||||||||
| (in thousands) | |||||||||||
| Land | $ | 3,522,546 | $ | 3,522,546 | |||||||
| Buildings, building improvements, land improvements and integral equipment | 8,139,231 | 8,142,008 | |||||||||
| 11,661,777 | 11,664,554 | ||||||||||
| Less: Accumulated depreciation | (2,945,623) | (2,884,033) | |||||||||
| $ | 8,716,154 | $ | 8,780,521 | ||||||||
NOTE 4 — INVESTMENT IN UNCONSOLIDATED AFFILIATE
As of March 31, 2022, 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 as “Income from unconsolidated affiliate” in the condensed consolidated statements of operations. The Operating Partnership received $24.1 million and $15.2 million in distributions from MGP BREIT Venture during the three months ended March 31, 2022 and 2021, respectively.
Summarized results of operations of MGP BREIT Venture are as follows:
| Three Months Ended March 31, | |||||||||||||||||||||||
| 2022 | 2021 | ||||||||||||||||||||||
| (in thousands) | |||||||||||||||||||||||
| Net revenues | $ | 98,681 | $ | 98,681 | |||||||||||||||||||
| Net income | 50,721 | 50,869 | |||||||||||||||||||||
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,
13
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. Such guarantee had provided that the MGP BREIT Venture was permitted to 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 were required to 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 was 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 have been required to return its respective share of distributions received during the period covered by the guarantee. The ratio was met for two consecutive quarters ending December 31, 2021, and, accordingly, the guarantee was released in accordance with its terms.
NOTE 5 — 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 4 additional five-year terms thereafter at the option of the tenant (with additional renewal options with respect to MGM Springfield, as described below). 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. In addition to the 4 five-year renewal terms, the term of the lease with respect to MGM Springfield may be extended for an additional 4 five-year renewal terms.
The lease has a triple-net structure, which requires the tenant to pay substantially all costs associated with the lease, including real estate taxes, ground lease rent, 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 any future gaming development by MGM on the undeveloped land adjacent to Empire City, which MGP may exercise should MGM elect to sell such property in the future.
Rent under the lease consists of a “base rent” component and a “percentage rent” component. As of March 31, 2022, 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% is subject to the tenant and, without duplication, the MGM 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 was initially a fixed amount for approximately the first six years and, starting with the seventh lease year that commenced on April 1, 2022, is now 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%). With respect to the additional renewal terms for MGM Springfield, for the first 2 additional renewal terms, base rent will include a fixed annual rent escalator of 2.0%, subject to the tenant and the MGM operating subsidiary sublessee of our tenant collectively meeting an adjusted net revenue to rent ratio, discussed above, and for each lease year subsequent to the first 2 additional renewal terms, the base rent shall be the Fair Market Rent (as defined in the MGM-MGP Master Lease).
As of March 31, 2022, total annual cash rent under the MGM-MGP Master Lease was $872.8 million. In connection with the commencement of the seventh lease year on April 1, 2022, and the corresponding 2.0% fixed annual rent escalator that went into effect on such date due to the adjusted net revenue to rent ratio being met, as discussed above, the base rent under the MGM-MGP Master Lease increased to $807.7 million. Additionally, in connection with the percentage rent adjustment as discussed above, starting with the seventh lease year that commenced on April 1, 2022, the percentage rent adjusted to $69.1 million, resulting in total annual cash rent under the MGM-MGP Master Lease of $876.8 million.
Straight-line rental revenues from the MGM-MGP Master Lease, which includes lease incentive asset amortization, were $195.1 million and $188.3 million for the three months ended March 31, 2022 and 2021, respectively. The Company also
14
recognized revenue related to ground lease and other of $6.9 million and $6.0 million for the three months ended March 31, 2022 and 2021, respectively.
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 renewal options and, with respect to MGM National Harbor, through August 31, 2024, are as follows as of March 31, 2022:
| Year ending December 31, | (in thousands) | ||||
| 2022 (excluding the three months ended March 31, 2022) | $ | 593,896 | |||
| 2023 | 791,861 | ||||
| 2024 | 760,161 | ||||
| 2025 | 696,760 | ||||
| 2026 | 232,253 | ||||
| Thereafter | — | ||||
| Total | $ | 3,074,931 | |||
NOTE 6 — DEBT
Debt consists of the following:
| March 31, | December 31, | ||||||||||
| 2022 | 2021 | ||||||||||
| (in thousands) | |||||||||||
| Senior secured revolving credit facility | $ | — | $ | 50,000 | |||||||
| 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 | |||||||||
| 4,200,000 | 4,250,000 | ||||||||||
| Less: Unamortized discount and debt issuance costs | (31,143) | (33,123) | |||||||||
| $ | 4,168,857 | $ | 4,216,877 | ||||||||
Operating Partnership senior secured credit facility. At March 31, 2022, the Operating Partnership senior secured credit facility consisted of a $1.4 billion revolving credit facility.
The Operating Partnership’s senior secured 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, 2022. The Operating Partnership was in compliance with its financial covenants at March 31, 2022.
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 $4.3 billion at March 31, 2022 and $4.6 billion at December 31, 2021. Fair value was estimated using quoted market prices for the Operating Partnership’s senior notes and senior secured credit facility.
NOTE 7 — DERIVATIVES AND HEDGING ACTIVITIES
In March 2022, the Operating Partnership terminated all of its interest rate swap agreements which resulted in a loss of $0.5 million.
15
The interest rate swaps as of December 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 | 1.940 | % | $ | (25,299) | June 30, 2022 | June 30, 2027 | ||||||||||||||||||||||
| $ | 900,000 | $ | (25,299) | ||||||||||||||||||||||||||
| Derivatives not designated as hedges: | |||||||||||||||||||||||||||||
| $ | 300,000 | 1.158 | % | $ | (969) | September 6, 2019 | December 31, 2024 | ||||||||||||||||||||||
| 400,000 | 2.252 | % | (26,319) | October 1, 2019 | December 31, 2029 | ||||||||||||||||||||||||
| $ | 700,000 | $ | (27,288) | ||||||||||||||||||||||||||
| $ | (52,587) | ||||||||||||||||||||||||||||
As of December 31, 2021, the Operating Partnership’s interest rate swaps are recorded within “Accounts payable, accrued expenses, and other liabilities”.
NOTE 8 — SHAREHOLDERS’ EQUITY AND PARTNERS’ CAPITAL
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, 2021 | $ | (18,998) | $ | (22,191) | $ | (41,189) | |||||||||||
| Other comprehensive income before reclassifications | 34,410 | — | 34,410 | ||||||||||||||
| Amounts reclassified from accumulated other comprehensive loss to interest expense | 5,339 | — | 5,339 | ||||||||||||||
| Other comprehensive income | 39,749 | — | 39,749 | ||||||||||||||
| Less: Other comprehensive income attributable to noncontrolling interest | (16,511) | — | (16,511) | ||||||||||||||
| Balance at March 31, 2022 | $ | 4,240 | $ | (22,191) | $ | (17,951) | |||||||||||
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 14, 2022, the Company paid a dividend of $0.5300 per Class A share upon receipt of its share of the Operating Partnership’s distribution of $0.5300 per unit made the same day.
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NOTE 9 — 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, | |||||||||||||||||||||||
| 2022 | 2021 | ||||||||||||||||||||||
| (in thousands) | |||||||||||||||||||||||
| Numerator: | |||||||||||||||||||||||
| Net income attributable to Class A shares - basic and diluted | $ | 69,428 | $ | 59,598 | |||||||||||||||||||
| Denominator: | |||||||||||||||||||||||
Weighted average Class A shares outstanding — basic (1) | 156,903 | 135,709 | |||||||||||||||||||||
Effect of dilutive shares for diluted net income per Class A share (2) | 93 | 227 | |||||||||||||||||||||
Weighted average Class A shares outstanding — diluted (1) | 156,996 | 135,936 | |||||||||||||||||||||
(1) Includes weighted average deferred share units granted to certain members of the board of directors.
(2) Less than 0.1 million shares related to outstanding share-based compensation awards were excluded due to being antidilutive for each of the three months ended March 31, 2022 and 2021.
NOTE 10 — EARNINGS PER OPERATING PARTNERSHIP UNIT
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, | |||||||||||||||||||||||
| 2022 | 2021 | ||||||||||||||||||||||
| (in thousands) | |||||||||||||||||||||||
| Numerator: | |||||||||||||||||||||||
| Net income attributable to unitholders - basic and diluted | $ | 116,500 | $ | 115,409 | |||||||||||||||||||
| Denominator: | |||||||||||||||||||||||
Weighted average Operating Partnership units outstanding — basic (1) | 268,276 | 276,692 | |||||||||||||||||||||
Effect of dilutive shares for diluted net income per Operating Partnership unit (2) | 93 | 227 | |||||||||||||||||||||
Weighted average Operating Partnership units outstanding — diluted (1) | 268,369 | 276,919 | |||||||||||||||||||||
(1) Includes weighted average deferred share units granted to certain members of the board of directors.
(2) Less than 0.1 million units related to outstanding share-based compensation awards were excluded due to being antidilutive for each of the three months ended March 31, 2022 and 2021.
NOTE 11 — 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.
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
This management’s discussion and analysis of financial condition and results of operations contains forward-looking statements that involve risks and uncertainties. Please see “Forward-Looking Statements” for a discussion of the uncertainties, risks, and assumptions that may cause our actual results to differ materially from those discussed in the forward-looking statements.
This discussion should be read in conjunction with our historical financial statements and related notes thereto and the other disclosures contained elsewhere in this quarterly report on Form 10-Q, and the audited consolidated financial statements and notes for the fiscal year ended December 31, 2021, which were included in our annual report on Form 10-K, filed with the SEC on February 16, 2022.
Executive Overview
MGP is one of the leading publicly traded REITs engaged in the acquisition, ownership and leasing of large-scale destination entertainment and leisure resorts, whose tenant generally offers diverse amenities including casino gaming, hotel, convention, dining, entertainment and retail amenities.
MGP is a limited liability company that was formed in Delaware in October 2015. MGP conducts its operations through the Operating Partnership, a Delaware limited partnership formed by MGM in January 2016, that became a subsidiary of MGP in April 2016. We elected to be taxed as a real estate investment trust (“REIT”) for U.S. federal income tax purposes commencing with our taxable year ended December 31, 2016.
As of March 31, 2022, we generate all of our revenues by leasing our real estate properties through a wholly owned subsidiary of the Operating Partnership to a subsidiary of MGM pursuant to the MGM-MGP Master Lease which requires the tenant to pay substantially all costs associated with each property, including real estate taxes, ground lease rent, insurance, utilities and routine maintenance, in addition to the base rent and the percentage rent, each as described below. The lease has an initial lease term of ten years that began on April 25, 2016 (other than with respect to MGM National Harbor, whose initial lease term ends on August 31, 2024; refer to Note 5 for further detail of the lease term) with the potential to extend the term for four additional five-year terms thereafter at the option of the tenant. In addition to the four five-year renewal terms, the term of the lease with respect to MGM Springfield may be extended for an additional four five-year renewal terms. Also, the lease provides MGP with a right of first offer 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 such property in the future.
MGP BREIT Venture, owned 50.1% by the Operating Partnership and 49.9% by a subsidiary of BREIT, 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 the MGP BREIT Venture lease. The lease provides for a term of thirty years with two ten-year renewal options.
As of March 31, 2022, our portfolio, including properties owned by the MGP BREIT Venture, includes seven large-scale entertainment and gaming-related properties in Las Vegas: Mandalay Bay, MGM Grand Las Vegas, The Mirage, Park MGM, New York-New York, Luxor and Excalibur, and The Park, a dining and entertainment district located between New York-New York and Park MGM. Outside of Las Vegas, we also own six market-leading casino resort properties: MGM Grand Detroit in Detroit, Michigan, Beau Rivage and Gold Strike Tunica, both of which are located in Mississippi, Borgata in Atlantic City, New Jersey, MGM National Harbor in Prince George’s County, Maryland, and MGM Springfield in Springfield, Massachusetts. We also own the casino properties of MGM Northfield Park in Northfield, Ohio and Empire City in Yonkers, New York.
Additionally, if the VICI Transaction (as defined below) does not close, we expect to grow our portfolio through acquisitions with third parties and with MGM. In pursuing external growth initiatives, we will generally seek to acquire properties that can generate stable rental revenue through long-term, triple-net leases with tenants with established operating histories, and we will consider various factors when evaluating acquisitions.
On August 4, 2021, we and the Operating Partnership entered into an agreement with VICI Properties, Inc. (“VICI”) and MGM whereby VICI will acquire us in a stock-for-stock transaction (such transaction, the “VICI Transaction”). Pursuant to the agreement, MGP Class A shareholders will have the right to receive 1.366 shares of newly issued VICI stock in exchange for each MGP Class A share outstanding and MGM will have the right to receive 1.366 units of the new VICI operating partnership (“VICI OP”) in exchange for each Operating Partnership unit held by MGM. The fixed exchange ratio represents an agreed upon price of $43 per share of MGP Class A share to the five-day volume weighted average price of VICI stock as of the close
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of business on July 30, 2021. In connection with the exchange, VICI OP will redeem the majority of MGM’s VICI OP units for cash consideration of $4.4 billion, with MGM retaining approximately 12.2 million VICI OP units. MGP’s Class B share that is held by MGM will be cancelled. As of April 15, 2022, all closing conditions have been satisfied or waived (other than those that by their nature or terms are to be satisfied at the closing or, with respect to certain conditions, if the failure of such condition is as a result of an event, circumstance, effect or development occurring on or after April 15, 2022), and, accordingly, the VICI Transaction is expected to close on or about April 29, 2022, or otherwise within the marketing period pursuant to the master transaction agreement.
COVID-19 Update
The COVID-19 pandemic has not had a material impact on our operations; however, we cannot estimate the duration of the pandemic and potential impact on our business if our properties will be required to close or become subject to significant operating restrictions again, or if the tenant (or the guarantor) is otherwise unable or unwilling to make rental payments. For further information regarding the potential impact of COVID-19 on our operations, refer to “Liquidity and Capital Resources” below.
Combined Results of Operations for MGP and the Operating Partnership
Overview
The following table summarizes our financial results for the three months ended March 31, 2022 and March 31, 2021:
| Three Months Ended March 31, | |||||||||||||||||||||||
| 2022 | 2021 | ||||||||||||||||||||||
| (in thousands) | |||||||||||||||||||||||
| Total Revenues | $ | 201,936 | $ | 194,342 | |||||||||||||||||||
| Total Expenses | 73,901 | 68,359 | |||||||||||||||||||||
| Net income | 116,500 | 115,409 | |||||||||||||||||||||
| Net income attributable to Class A shareholders | 69,428 | 59,598 | |||||||||||||||||||||
Revenues
Rental revenue. Rental revenues, including ground lease and other, for the three months ended March 31, 2022 and 2021 were $201.9 million and $194.3 million, respectively. The $7.6 million, or 3.9%, increase for the quarterly period was primarily due to the addition of MGM Springfield in October 2021.
Expenses
Depreciation. Depreciation expense was $62.8 million and $57.9 million for the three months ended March 31, 2022 and 2021, respectively. The $4.9 million, or 8.4%, increase for the quarterly period was primarily due to the addition of MGM Springfield in October 2021.
Property transactions, net. Property transactions, net for the three months ended March 31, 2022 and 2021 were $1.5 million and $0.8 million, respectively.
Ground lease expense. Ground lease expense was $5.8 million and $5.9 million for the three months ended March 31, 2022 and 2021, respectively.
Acquisition-related expenses. Acquisition-related expenses were $0.1 million for the three months ended March 31, 2022, which related to the VICI Transaction. There were no acquisition-related expenses for the three months ended March 31, 2021.
General and administrative expenses. General and administrative expenses were $3.6 million and $3.7 million for the three months ended March 31, 2022 and 2021, respectively.
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Other Expenses
Income from unconsolidated affiliate. Income from unconsolidated affiliate was $25.4 million and $25.5 million for the three months ended March 31, 2022 and 2021, respectively. Our income from unconsolidated affiliate is entirely attributable to income from our investment in MGP BREIT Venture.
Other expenses, excluding income from unconsolidated affiliate, were $34.7 million and $33.3 million for the three months ended March 31, 2022 and 2021, respectively. The $1.4 million, or 4.3%, increase for the quarterly period was primarily related to the $29.2 million net gain on unhedged interest rate swaps, net for the three months ended March 31, 2022 compared to the $35.1 million net gain on unhedged interest rate swaps for the three months ended March 31, 2021, partially offset by a decrease in interest expense.
Provision for Income Taxes
Our effective tax rate was 1.9% and 2.4% for the three months ended March 31, 2022 and 2021, respectively. The effective rate decreased slightly for the three months ended March 31, 2022 compared to the prior year quarter primarily as a result of the addition of MGM Springfield, for which the net rental income is not taxable in New Jersey. Refer to Note 2 of the accompanying financial statements for additional discussion regarding income taxes.
Non-GAAP Measures
Funds From Operations (“FFO”) is net income (computed in accordance with U.S. GAAP), excluding gains and losses from sales or disposals of property (presented as property transactions, net), plus depreciation, as defined by the National Association of Real Estate Investment Trusts, plus our share of depreciation of our unconsolidated affiliate.
Adjusted Funds From Operations (“AFFO”) is FFO as adjusted for amortization of financing costs and cash flow hedges; our share of amortization of financing costs of our unconsolidated affiliate; non-cash compensation expense; straight-line rental revenue (which is defined as the difference between contractual rent and cash rent payments, excluding lease incentive asset amortization); our share of straight-line rental revenues of our unconsolidated affiliate; amortization of lease incentive asset and deferred revenue relating to non-normal tenant improvements; acquisition-related expenses; non-cash ground lease rent, net; other expenses; gain on unhedged interest rate swaps, net; and provision for income taxes.
Adjusted EBITDA is net income (computed in accordance with U.S. GAAP) as adjusted for gains and losses from sales or disposals of property (presented as property transactions, net); depreciation; our share of depreciation of our unconsolidated affiliate; amortization of financing costs and cash flow hedges; our share of amortization of financing costs of our unconsolidated affiliate; non-cash compensation expense; straight-line rental revenue; our share of straight-line rental revenues of our unconsolidated affiliate; amortization of lease incentive asset and deferred revenue relating to non-normal tenant improvements; acquisition-related expenses; non-cash ground lease rent, net; other expenses; gain on unhedged interest rate swaps, net; interest income; interest expense (including amortization of financing costs and cash flow hedges); our share of interest expense (including amortization of financing costs) of our unconsolidated affiliate; and provision for income taxes.
FFO, FFO per unit, AFFO, AFFO per unit and Adjusted EBITDA are supplemental performance measures that have not been prepared in conformity with accounting principles generally accepted in the United States (“U.S. GAAP”) that management believes are useful to investors in comparing operating and financial results between periods. Management believes that this is especially true since these measures exclude depreciation expense and management believes that real estate values fluctuate based on market conditions rather than depreciating in value ratably on a straight-line basis over time. The Company believes such a presentation also provides investors with a meaningful measure of the Company’s operating results in comparison to the operating results of other REITs. Adjusted EBITDA is useful to investors to further supplement AFFO and FFO and to provide investors a performance metric which excludes interest expense. In addition to non-cash items, the Company adjusts AFFO and Adjusted EBITDA for acquisition-related expenses. While we do not label these expenses as non-recurring, infrequent or unusual, management believes that it is helpful to adjust for these expenses when they do occur to allow for comparability of results between periods because each acquisition is (and will be) of varying size and complexity and may involve different types of expenses depending on the type of property being acquired and from whom.
FFO, FFO per unit, AFFO, AFFO per unit and Adjusted EBITDA do not represent cash flow from operations as defined by U.S. GAAP, should not be considered as an alternative to net income as defined by U.S. GAAP and are not indicative of cash available to fund all cash flow needs. Investors are also cautioned that FFO, FFO per unit, AFFO, AFFO per unit and Adjusted EBITDA as presented, may not be comparable to similarly titled measures reported by other REITs due to the fact that not all real estate companies use the same definitions.
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The following table provides a reconciliation of the Company’s consolidated net income to FFO, AFFO and Adjusted EBITDA:
| Three Months Ended March 31, | |||||||||||||||||||||||
| 2022 | 2021 | ||||||||||||||||||||||
| (in thousands) | |||||||||||||||||||||||
| Net income | $ | 116,500 | $ | 115,409 | |||||||||||||||||||
| Depreciation | 62,821 | 57,937 | |||||||||||||||||||||
| Share of depreciation of unconsolidated affiliate | 10,504 | 10,477 | |||||||||||||||||||||
| Property transactions, net | 1,546 | 843 | |||||||||||||||||||||
| Funds From Operations | 191,371 | 184,666 | |||||||||||||||||||||
| Amortization of financing costs and cash flow hedges | 8,202 | 7,481 | |||||||||||||||||||||
| Share of amortization of financing costs of unconsolidated affiliate | 63 | 63 | |||||||||||||||||||||
| Non-cash compensation expense | 564 | 852 | |||||||||||||||||||||
| Straight-line rental revenues, excluding lease incentive asset | 18,119 | 13,633 | |||||||||||||||||||||
| Share of straight-line rental revenues of unconsolidated affiliate | (11,886) | (12,623) | |||||||||||||||||||||
| Amortization of lease incentive asset and deferred revenue on non-normal tenant improvements | 4,627 | 4,627 | |||||||||||||||||||||
| Acquisition-related expenses | 146 | — | |||||||||||||||||||||
| Non-cash ground lease rent, net | 260 | 259 | |||||||||||||||||||||
| Other expenses | 109 | 197 | |||||||||||||||||||||
| Gain on unhedged interest rate swaps, net | (29,185) | (35,059) | |||||||||||||||||||||
| Provision for income taxes | 2,257 | 2,792 | |||||||||||||||||||||
| Adjusted Funds From Operations | 184,647 | 166,888 | |||||||||||||||||||||
| Interest income | (3) | (317) | |||||||||||||||||||||
| Interest expense | 63,768 | 68,446 | |||||||||||||||||||||
| Share of interest expense of unconsolidated affiliate | 13,432 | 13,432 | |||||||||||||||||||||
| Amortization of financing costs and cash flow hedges | (8,202) | (7,481) | |||||||||||||||||||||
| Share of amortization of financing costs of unconsolidated affiliate | (63) | (63) | |||||||||||||||||||||
| Adjusted EBITDA | $ | 253,579 | $ | 240,905 | |||||||||||||||||||
Guarantor Financial Information
As of March 31, 2022, all of our indebtedness is held by the Operating Partnership and MGP does not guarantee any of the Operating Partnership’s indebtedness. The Operating Partnership’s principal debt arrangements are guaranteed by each of its wholly owned subsidiaries except for MGP JV INVESTCO 1 LLC, the entity holding the 50.1% interest in the MGP BREIT Venture, and MGM Springfield reDevelopment, LLC, the entity holding the real estate assets of MGM Springfield, and, with respect to the Operating Partnership’s senior notes, MGP Finance Co-Issuer, Inc., the co-issuer of the senior notes. The guarantees provided by the subsidiary guarantors rank senior in right of payment to any future subordinated debt of ours or such subsidiary guarantors, junior to any secured indebtedness to the extent of the value of the assets securing such debt and effectively subordinated to any indebtedness and other obligations of our subsidiaries that do not guaranty the principal indebtedness. In addition, the obligations of each subsidiary guarantor under its guarantee is limited so as not to constitute a fraudulent conveyance under applicable law, which may eliminate the subsidiary guarantor’s obligations or reduce such obligations to an amount that effectively makes the subsidiary guarantee lack value.
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The summarized financial information of the Operating Partnership and its guarantor subsidiaries, on a combined basis, is presented below:
| March 31, 2022 | December 31, 2021 | ||||||||||
| Balance Sheet | (in thousands) | ||||||||||
| Real estate investments, net | $ | 8,031,002 | $ | 8,089,223 | |||||||
| Other assets | 827,084 | 833,829 | |||||||||
| Debt, net | 4,168,857 | 4,216,877 | |||||||||
| Other liabilities | 815,349 | 854,384 | |||||||||
| Three Months Ended | |||||
| March 31, 2022 | |||||
| Income Statement | (in thousands) | ||||
| Total revenues | $ | 201,936 | |||
| Net income | 97,235 | ||||
Liquidity and Capital Resources
Rental revenues received under the MGM-MGP Master Lease and distributions from the MGP BREIT Venture are our primary sources of cash from operations and are dependent on the tenant’s ability to pay rent and the MGP BREIT Venture’s ability to pay distributions. During the first quarter of 2021, certain of the Company’s properties were subject to temporary re-closures and re-openings as a result of the COVID-19 pandemic. Upon re-opening, the properties continued to operate without certain amenities and subject to certain occupancy limitations, with restrictions varying by jurisdiction. Beginning in the latter part of the first quarter of 2021 and continuing into the second quarter of 2021, jurisdictions eased and removed prior operating restrictions, including capacity and occupancy limits, as well as social distancing policies. In the first quarter of 2022, all of our properties were open and not subject to operating restrictions; however, travel and business volume were negatively affected in the early part of the first quarter of 2022 due to the spread of the omicron variant.
Although all of our properties have re-opened, in light of the unpredictable nature of the pandemic, including the emergence and spread of COVID-19 variants, the properties may be subject to new operating restrictions and/or temporary, complete, or partial shutdowns in the future. At this time, we cannot predict whether jurisdictions, states or the federal government will adopt similar or more restrictive measures in the future than in the past, including stay-at-home orders or the temporary closure of all or a portion of the properties as a result of the pandemic.
Despite the aforementioned uncertainties and as it relates to the impact of the COVID-19 pandemic, our and MGP BREIT Venture’s tenants continue to make rental payments in full and on time and we believe the tenants’ (and the guarantor’s) liquidity positions are sufficient to cover their expected rental obligations for the foreseeable future. Accordingly, while we do not anticipate an impact on our operations as a result of the COVID-19 pandemic, we cannot estimate the duration of the pandemic and potential impact on our business if our re-opened properties will be required to close again, or if the tenants (or guarantor) are otherwise unable or unwilling to make rental payments.
All of our indebtedness is held by the Operating Partnership and MGP does not guarantee any of the Operating Partnership's indebtedness. MGP's principal funding requirement is the payment of dividends and distributions on its Class A shares, and its principal source of funding for these dividends and distributions is the distributions it receives from the Operating Partnership. MGP's liquidity is therefore dependent upon the Operating Partnership's ability to make sufficient distributions to it, which distributions are primarily funded by rental payments received from the tenant and distributions from the MGP BREIT Venture. The Operating Partnership's primary uses of cash include payment of operating expenses, debt service, and distributions to MGP and MGM. We believe that the Operating Partnership currently has sufficient liquidity to satisfy all of its commitments, including its distributions to MGP, and in turn, that we currently have sufficient liquidity to satisfy all our commitments in the form of cash and cash equivalents held by the Operating Partnership as of March 31, 2022, expected cash flows from operations, expected cash distributions from the MGP BREIT Venture, and $1.35 billion of borrowing capacity under the Operating Partnership’s revolving credit facility as of March 31, 2022. See Note 6 to the accompanying financial statements for a description of our principal debt arrangements.
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In addition, we expect to incur additional indebtedness in the future to finance acquisitions, fund potential additional redemptions of the Operating Partnership units held by MGM if the VICI Transaction does not close, or for general corporate or other purposes.
Summary of Cash Flows
Net cash provided by operating activities for the three months ended March 31, 2022 was $190.4 million compared to net cash provided by operating activities of $168.1 million for the three months ended March 31, 2021. The change was primarily due to the addition of MGM Springfield to the MGM-MGP Master Lease in October 2021, which increased the annual cash rental payments by $30.0 million, and due to the 2% fixed annual rent escalator at the beginning of the sixth lease year on April 1, 2021, which increased the annual cash rental payments by $15.0 million.
There was no cash provided by or used in investing activities for the three months ended March 31, 2022 or March 31, 2021.
Net cash used in financing activities for the three months ended March 31, 2022 was $190.8 million, which reflects our payments of $140.8 million of distributions and dividends and $50.0 million of repayments under the revolving credit facility.
Net cash used in financing activities for the three months ended March 31, 2021 was $651.2 million, which reflects our payments of $136.5 million of distributions and dividends, $9.5 million of repayments under the revolving credit facility, and the $1.2 billion of cash used to satisfy the notice of redemption of 37.1 million Operating Partnership units held by MGM, which was funded with cash on hand and with proceeds from the issuance of 21.9 million Class A shares for $676.0 million.
Dividends and Distributions
The following table presents the distributions declared and paid by the Operating Partnership and the dividends declared by MGP within the three months ended March 31, 2022 and March 31, 2021. MGP pays its dividends with the receipt of its share of the Operating Partnership’s distributions.
| Declaration Date | Record Date | Distribution/ Dividend Per Unit/ Share | Payment Date | |||||||||||||||||||||||||||||
| 2022 | ||||||||||||||||||||||||||||||||
| March 15, 2022 | March 31, 2022 | $ | 0.5300 | April 14, 2022 | ||||||||||||||||||||||||||||
| 2021 | ||||||||||||||||||||||||||||||||
| March 15, 2021 | March 31, 2021 | $ | 0.4950 | April 15, 2021 | ||||||||||||||||||||||||||||
In order to maintain REIT status, U.S. federal income tax laws generally require that a REIT distribute annually at least 90% of its REIT taxable income, without regard to the deduction for dividends paid and excluding net capital gains, and that it pay taxes at regular corporate income tax rates to the extent that it annually distributes less than 100% of its taxable income. Our annual distribution will not be less than 90% of our REIT taxable income on an annual basis, determined without regard to the dividends paid deduction and excluding any net capital gains.
Application of Critical Accounting Policies and Estimates
A complete discussion of our critical accounting policies and estimates is included in our Form 10-K for the fiscal year ended December 31, 2021. There have been no significant changes in our critical accounting policies and estimates since year end.
Market Risk
Our primary market risk exposure is interest rate risk with respect to our existing variable rate indebtedness. An increase in interest rates could make the financing of any acquisition by us more costly as well as increase the costs of our variable rate debt obligations. Rising interest rates could also limit our ability to refinance our debt when it matures or cause us to pay higher interest rates upon refinancing and increase interest expense on refinanced indebtedness.
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We do not hold or issue financial instruments for trading purposes and do not enter into derivative transactions that would be considered speculative positions. As of March 31, 2022, we did not have any variable rate borrowings. The following table provides information about the maturities of our debt subject to changes in interest rates:
| Debt maturing in | Fair Value March 31, | |||||||||||||||||||||||||||||||||||||||||||||||||
| 2022 | 2023 | 2024 | 2025 | 2026 | Thereafter | Total | 2022 | |||||||||||||||||||||||||||||||||||||||||||
| (in millions) | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Fixed rate | $ | — | $ | — | $ | 1,050.0 | $ | 800.0 | $ | 500.0 | $ | 1,850.0 | $ | 4,200.0 | $ | 4,263.9 | ||||||||||||||||||||||||||||||||||
| Average interest rate | N/A | N/A | 5.625 | % | 4.625 | % | 4.500 | % | 4.753 | % | 4.917 | % | ||||||||||||||||||||||||||||||||||||||
| Variable rate | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | ||||||||||||||||||||||||||||||||||
| Average interest rate | N/A | N/A | N/A | N/A | N/A | N/A | N/A | |||||||||||||||||||||||||||||||||||||||||||
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Cautionary Statement Concerning Forward-Looking Statements
This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. In particular, statements pertaining to our capital resources and the amount and frequency of future distributions contain forward-looking statements. You can identify forward-looking statements by the use of forward-looking terminology such as “believes,” “expects,” “could,” “may,” “will,” “should,” “seeks,” “likely,” “intends,” “plans,” “pro forma,” “projects,” “estimates” or “anticipates” or the negative of these words and phrases or similar words or phrases that are predictions of or indicate future events or trends and that do not relate solely to historical matters. You can also identify forward-looking statements by discussions of strategy, plans or intentions. Examples of forward-looking statements include, but are not limited to, statements we make regarding the closing of the VICI Transaction and any benefits we expect to receive from such transactions, the anticipated degree to which the COVID-19 pandemic will impact our results of operations, our expectations regarding our future liquidity position and the liquidity position of our tenant (and guarantor), the timing and amount of any future dividends and our ability to further grow our portfolio.
Forward-looking statements involve numerous risks and uncertainties and you should not rely on them as predictions of future events. Forward-looking statements depend on assumptions, data or methods that may be incorrect or imprecise and we may not be able to realize them. We do not guarantee that the transactions and events described will happen as described (or that they will happen at all). The following factors, among others, could cause actual results and future events to differ materially from those set forth or contemplated in the forward-looking statements:
•The fact that our properties continue to face challenges due to the COVID-19 pandemic and emergence of variants.
•We are dependent on MGM (including its subsidiaries) unless and until we substantially diversify our portfolio, and an event that has a significant adverse effect on MGM’s business, financial position or results of operations (including the continuing effects of the COVID-19 pandemic) could have a material adverse effect on our business, financial position, results of operations, or cash flows.
•We depend on our properties leased to MGM for substantially all of our anticipated cash flows (including the properties held by the MGP BREIT Venture).
•We, or the MGP BREIT Venture, as applicable, may not be able to re-lease the properties following the expiration or termination of the lease.
•MGP’s sole material assets are Operating Partnership units representing 58.5% of the ownership interests in the Operating Partnership, as of March 31, 2022, over which we have operating control through our ownership of its general partner, and our ownership interest in the general partner of the Operating Partnership.
•Our ability to sell our properties is restricted by the terms of the leases or may otherwise be limited.
•We will have future capital needs and may not be able to obtain additional financing on acceptable terms.
•Covenants in our debt agreements may limit our operational flexibility, and a covenant breach or default could materially adversely affect our business, financial position, results of operations, or cash flows.
•Covenants in the debt agreements at the MGP BREIT Venture may limit its ability to pay distributions to us, which could materially affect our business, financial position, results of operations, or cash flows.
•Rising expenses could reduce cash flow and funds available for future acquisitions and distributions.
•We are dependent on the gaming industry and may be susceptible to the risks associated with it, which could materially adversely affect our business, financial position, results of operations or cash flows.
•Because a significant number of our major gaming resorts are concentrated on the Las Vegas Strip, we are subject to greater risks than a company that is more geographically diversified.
•Our pursuit of investments in, and acquisitions or development of, additional properties (including our right of first offer with respect to any future gaming developments by MGM on the undeveloped land adjacent to Empire City) may be unsuccessful or fail to meet our expectations.
•We may face extensive regulation from gaming and other regulatory authorities, and our operating agreement provides that any of our shares held by investors who are found to be unsuitable by state gaming regulatory authorities are subject to redemption.
•Required regulatory approvals can delay or prohibit future leases or transfers of our gaming properties, which could result in periods in which we are unable to receive rent for such properties.
•Net leases may not result in fair market lease rates over time, which could negatively impact our income and reduce the amount of funds available to make distributions to shareholders.
•Our dividend yield could be reduced if we were to sell any of our properties in the future.
•There can be no assurance that we will be able to make distributions to our Operating Partnership unitholders and Class A shareholders or maintain our anticipated level of distributions over time.
•An increase in market interest rates could increase our interest costs on existing and future debt and could adversely affect the price of our Class A shares.
•We are currently controlled by MGM, whose interests in our business may conflict with ours or yours.
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•We are dependent on MGM for the provision of administration services to our operations and assets.
•MGM’s historical results may not be a reliable indicator of its future results.
•Our operating agreement contains provisions that reduce or eliminate duties (including fiduciary duties) of our directors, officers and others.
•If MGM engages in the same type of business we conduct, our ability to successfully operate and expand our business may be hampered.
•The MGM-MGP Master Lease and other agreements governing our relationship with MGM were not negotiated on an arm’s-length basis and the terms of those agreements may be less favorable to us than they might otherwise have been in an arm’s-length transaction.
•In the event of a bankruptcy of the MGM-MGP Master Lease’s tenant, a bankruptcy court may determine that the MGM-MGP Master Lease is not a single lease but rather multiple severable leases, each of which can be assumed or rejected independently, in which case underperforming leases related to properties we own that are subject to the MGM-MGP Master Lease could be rejected by the tenant while tenant-favorable leases are allowed to remain in place.
•MGM may undergo a change of control without the consent of us or of our shareholders.
•If MGP fails to remain qualified to be taxed as a REIT, it will be subject to U.S. federal income tax as a regular corporation and could face a substantial tax liability, which would have an adverse effect on our business, financial position, results of operations, and cash flows.
•Legislative or other actions affecting REITs could have a negative effect on us.
•The anticipated benefits of our prior, anticipated and future investments and acquisitions, including our investment in MGP BREIT Venture, may not be realized fully and may take longer to realize than expected.
•We may be unable to complete the VICI Transaction on the terms described herein or at all, and failure to complete the VICI Transaction may adversely affect our business and the price of our Class A shares.
•The VICI Transaction is subject to the satisfaction of closing conditions, including the receipt of regulatory approvals, which could delay or prevent the completion of the VICI Transaction.
•Potential litigation instituted against us, MGM, VICI or our respective directors challenging the VICI Transaction may prevent the VICI Transaction from becoming effective within the expected timeframe or at all.
•The VICI Transaction’s master transaction agreement subjects us to restrictions on our business activities during the pendency of the VICI Transaction.
•The announcement and pendency of the VICI Transaction may have an adverse effect on our business, operating results and price of our Class A shares.
•If VICI’s anticipated debt financing for the VICI Transaction becomes unavailable, the VICI Transaction may not be completed.
•The combined company will have substantial indebtedness following the completion of the VICI Transaction, which will increase the risks related to substantial indebtedness that we currently face.
While forward-looking statements reflect our good-faith beliefs, they are not guarantees of future performance. We disclaim any obligation to publicly update or revise any forward-looking statement to reflect changes in underlying assumptions or factors of new information, data or methods, future events or other changes. For a further discussion of these and other factors that could impact our future results, performance or transactions, see the section entitled “Risk Factors.”
Any forward-looking statement made by us in this Form 10-Q speaks only as of the date on which it is made. Factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. We undertake no obligation to publicly update any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by law. If we update one or more forward-looking statements, no inference should be made that we will make additional updates with respect to those or other forward-looking statements.
You should also be aware that while we from time to time communicate with securities analysts, we do not disclose to them any material non-public information, internal forecasts or other confidential business information. Therefore, you should not assume that we agree with any statement or report issued by any analyst, irrespective of the content of the statement or report. To the extent that reports issued by securities analysts contain projections, forecasts or opinions, those reports are not our responsibility and are not endorsed by us.
Item 3. Quantitative and Qualitative Disclosures about Market Risk
We incorporate by reference the information appearing under “Market Risk” in Part I, Item 2 of this Form 10-Q.
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Item 4. Controls and Procedures
Controls and Procedures with respect to MGP
Our Chief Executive Officer (principal executive officer) and Chief Financial Officer (principal financial officer) have concluded that our disclosure controls and procedures (as such term is defined in Rules 13(a)-15(e) and 15d-15(e) under the Exchange Act) were effective as of March 31, 2022 to provide reasonable assurance that information required to be disclosed in the Company’s reports under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC rules and regulations and to provide that such information is accumulated and communicated to management to allow timely decisions regarding required disclosures. This conclusion is based on an evaluation as required by Rule 13a-15(b) under the Exchange Act conducted under the supervision and participation of the principal executive officer and principal financial officer along with company management.
Controls and Procedures with respect to the Operating Partnership
In this “Controls and Procedures with respect to the Operating Partnership” section, the terms “we,” “our” and “us” refer to the Operating Partnership together with its consolidated subsidiaries, and “management,” “principal executive officer” and “principal financial officer” refers to the management, principal executive officer and principal financial officer of the Operating Partnership and of the Operating Partnership’s general partner.
Our Chief Executive Officer (principal executive officer) and Chief Financial Officer (principal financial officer) have concluded that our disclosure controls and procedures (as such term is defined in Rules 13(a)-15(e) and 15d-15(e) under the Exchange Act) were effective as of March 31, 2022 to provide reasonable assurance that information required to be disclosed in the Company’s reports under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC rules and regulations and to provide that such information is accumulated and communicated to management to allow timely decisions regarding required disclosures. This conclusion is based on an evaluation as required by Rule 13a-15(b) under the Exchange Act conducted under the supervision and participation of the principal executive officer and principal financial officer along with company management.
Changes in Internal Control over Financial Reporting
During the quarter ended March 31, 2022, there were no changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Part II. OTHER INFORMATION
Item 1. Legal Proceedings
See discussion of legal proceedings in Note 11 in the accompanying consolidated financial statements.
Item 1A. Risk Factors
A description of certain factors that may affect our future results and risk factors is set forth in our Annual Report on Form 10-K for the year ended December 31, 2021. There have been no material changes from the risk factors previously disclosed in our 2021 Annual Report on Form 10-K.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
None.
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Item 6. Exhibits
| 101.INS | Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. | |||||||
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document | |||||||
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | |||||||
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | |||||||
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document | |||||||
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | |||||||
| 104 | The cover page from this Quarterly Report on Form 10-Q for the quarter ended March 31, 2022 has been formatted in Inline XBRL. | |||||||
| * | Exhibits 32.1, 32.2, 32.3 and 32.4 shall not be deemed filed with the SEC, nor shall they be deemed incorporated by reference in any filing with the SEC under the Exchange Act or the Securities Act of 1933, as amended, whether made before or after the date hereof and irrespective of any general incorporation language in any filings. | |||||||
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| MGM Growth Properties LLC | ||||||||
| Date: April 21, 2022 | By: | /s/ JAMES C. STEWART | ||||||
| James C. Stewart | ||||||||
| Chief Executive Officer (Principal Executive Officer) | ||||||||
| Date: April 21, 2022 | /s/ ANDY H. CHIEN | |||||||
| Andy H. Chien | ||||||||
| Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer) | ||||||||
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| MGM Growth Properties Operating Partnership LP | ||||||||
| By: MGM Growth Properties OP GP LLC, its general partner | ||||||||
| Date: April 21, 2022 | By: | /s/ JAMES C. STEWART | ||||||
| James C. Stewart | ||||||||
| Chief Executive Officer (Principal Executive Officer) | ||||||||
| Date: April 21, 2022 | /s/ ANDY H. CHIEN | |||||||
| Andy H. Chien | ||||||||
| Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer) | ||||||||
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