ý
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
¨
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
DELAWARE (MGM Growth Properties LLC)
DELAWARE (MGM Growth Properties Operating Partnership LP)
|
47-5513237
81-1162318
|
(State or other jurisdiction of
incorporation or organization)
|
(I.R.S. Employer
Identification No.)
|
Large accelerated filer X
|
|
Accelerated filer
|
|
Non-accelerated filer
|
|
Smaller reporting company
|
|
Emerging growth company
|
Large accelerated filer
|
|
Accelerated filer
|
|
Non-accelerated filer X
|
|
Smaller reporting company
|
|
Emerging growth company
|
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 (NYSE)
|
•
|
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.
|
|
|
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.
|
||
|
March 31, 2019
|
|
December 31, 2018
|
||||
ASSETS
|
|||||||
Real estate investments, net
|
$
|
10,296,433
|
|
|
$
|
9,742,225
|
|
Property and equipment, used in operations, net
|
776,719
|
|
|
784,295
|
|
||
Lease incentive asset
|
542,195
|
|
|
—
|
|
||
Cash and cash equivalents
|
74,050
|
|
|
59,817
|
|
||
Tenant and other receivables, net
|
9,872
|
|
|
14,990
|
|
||
Prepaid expenses and other assets
|
36,158
|
|
|
37,837
|
|
||
Above market lease, asset
|
42,621
|
|
|
43,014
|
|
||
Goodwill
|
17,915
|
|
|
17,915
|
|
||
Other intangible assets, net
|
250,321
|
|
|
251,214
|
|
||
Operating lease right-of-use assets
|
280,401
|
|
|
—
|
|
||
Total assets
|
$
|
12,326,685
|
|
|
$
|
10,951,307
|
|
|
|
|
|
||||
LIABILITIES AND SHAREHOLDERS’ EQUITY
|
|||||||
Liabilities
|
|
|
|
||||
Debt, net
|
$
|
4,939,702
|
|
|
$
|
4,666,949
|
|
Due to MGM Resorts International and affiliates
|
425
|
|
|
307
|
|
||
Accounts payable, accrued expenses and other liabilities
|
48,701
|
|
|
49,602
|
|
||
Above market lease, liability
|
—
|
|
|
46,181
|
|
||
Accrued interest
|
38,768
|
|
|
26,096
|
|
||
Dividend and distribution payable
|
139,279
|
|
|
119,055
|
|
||
Deferred revenue
|
72,790
|
|
|
163,977
|
|
||
Deferred income taxes, net
|
34,642
|
|
|
33,634
|
|
||
Operating lease liabilities
|
335,461
|
|
|
—
|
|
||
Total liabilities
|
5,609,768
|
|
|
5,105,801
|
|
||
Commitments and contingencies (Note 12)
|
|
|
|
||||
Shareholders’ equity
|
|
|
|
||||
Class A shares: no par value, 1,000,000,000 shares authorized, 90,461,166 and 70,911,166 shares issued and outstanding as of March 31, 2019 and December 31, 2018, respectively
|
—
|
|
|
—
|
|
||
Additional paid-in capital
|
2,210,545
|
|
|
1,712,671
|
|
||
Accumulated deficit
|
(173,017
|
)
|
|
(150,908
|
)
|
||
Accumulated other comprehensive income
|
54
|
|
|
4,208
|
|
||
Total Class A shareholders’ equity
|
2,037,582
|
|
|
1,565,971
|
|
||
Noncontrolling interest
|
4,679,335
|
|
|
4,279,535
|
|
||
Total shareholders’ equity
|
6,716,917
|
|
|
5,845,506
|
|
||
Total liabilities and shareholders’ equity
|
$
|
12,326,685
|
|
|
$
|
10,951,307
|
|
|
Three Months Ended March 31,
|
||||||
|
2019
|
|
2018
|
||||
Revenues
|
|
|
|
||||
Rental revenue
|
$
|
196,882
|
|
|
$
|
186,563
|
|
Tenant reimbursements and other
|
6,541
|
|
|
29,276
|
|
||
Gaming, food, beverage and other
|
67,841
|
|
|
—
|
|
||
Total revenues
|
271,264
|
|
|
215,839
|
|
||
|
|
|
|
||||
Expenses
|
|
|
|
||||
Gaming, food, beverage and other
|
44,929
|
|
|
—
|
|
||
Depreciation and amortization
|
75,009
|
|
|
68,991
|
|
||
Property transactions, net
|
1,113
|
|
|
4,086
|
|
||
Ground lease and other reimbursable expenses
|
5,920
|
|
|
28,360
|
|
||
Amortization of above market lease, net
|
—
|
|
|
171
|
|
||
Acquisition-related expenses
|
8,792
|
|
|
541
|
|
||
General and administrative
|
4,237
|
|
|
3,908
|
|
||
|
140,000
|
|
|
106,057
|
|
||
Operating income
|
131,264
|
|
|
109,782
|
|
||
Non-operating income (expense)
|
|
|
|
||||
Interest income
|
1,846
|
|
|
1,032
|
|
||
Interest expense
|
(63,948
|
)
|
|
(49,230
|
)
|
||
Other non-operating expenses
|
(137
|
)
|
|
(2,184
|
)
|
||
|
(62,239
|
)
|
|
(50,382
|
)
|
||
Income before income taxes
|
69,025
|
|
|
59,400
|
|
||
Provision for income taxes
|
(2,661
|
)
|
|
(1,231
|
)
|
||
Net income
|
66,364
|
|
|
58,169
|
|
||
Less: Net (income) attributable to noncontrolling interest
|
(46,409
|
)
|
|
(42,339
|
)
|
||
Net income attributable to Class A shareholders
|
$
|
19,955
|
|
|
$
|
15,830
|
|
|
|
|
|
||||
Weighted average Class A shares outstanding:
|
|
|
|
||||
Basic
|
84,043,706
|
|
|
70,970,141
|
|
||
Diluted
|
84,303,041
|
|
|
71,130,920
|
|
||
|
|
|
|
||||
Net income per Class A share (basic)
|
$
|
0.24
|
|
|
$
|
0.22
|
|
Net income per Class A share (diluted)
|
$
|
0.24
|
|
|
$
|
0.22
|
|
|
Three Months Ended March 31,
|
||||||
|
2019
|
|
2018
|
||||
Net income
|
$
|
66,364
|
|
|
$
|
58,169
|
|
Other comprehensive income (loss)
|
|
|
|
||||
Unrealized gain (loss) on cash flow hedges, net
|
(15,612
|
)
|
|
16,355
|
|
||
Other comprehensive income (loss)
|
(15,612
|
)
|
|
16,355
|
|
||
Comprehensive income
|
50,752
|
|
|
74,524
|
|
||
Less: Comprehensive income attributable to noncontrolling interests
|
(35,514
|
)
|
|
(54,336
|
)
|
||
Comprehensive income attributable to Class A shareholders
|
$
|
15,238
|
|
|
$
|
20,188
|
|
|
Three Months Ended March 31,
|
||||||
|
2019
|
|
2018
|
||||
Cash flows from operating activities
|
|
|
|
||||
Net income
|
$
|
66,364
|
|
|
$
|
58,169
|
|
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
|
|
|
|
||||
Depreciation and amortization
|
75,009
|
|
|
68,991
|
|
||
Property transactions, net
|
1,113
|
|
|
4,086
|
|
||
Amortization of deferred financing costs and debt discount
|
3,144
|
|
|
2,974
|
|
||
Loss on retirement of debt
|
—
|
|
|
1,018
|
|
||
Non-cash ground lease, net
|
260
|
|
|
171
|
|
||
Deemed contributions - tax sharing agreement
|
1,344
|
|
|
1,231
|
|
||
Straight-line rental revenues
|
6,455
|
|
|
2,612
|
|
||
Amortization of lease incentive
|
1,345
|
|
|
—
|
|
||
Amortization of deferred revenue
|
(880
|
)
|
|
(916
|
)
|
||
Share-based compensation
|
565
|
|
|
384
|
|
||
Deferred income taxes
|
1,317
|
|
|
—
|
|
||
Park MGM Transaction
|
(605,625
|
)
|
|
—
|
|
||
Changes in operating assets and liabilities:
|
|
|
|
||||
Tenant and other receivables, net
|
(2,524
|
)
|
|
4,048
|
|
||
Prepaid expenses and other assets
|
109
|
|
|
407
|
|
||
Due to MGM Resorts International and affiliates
|
118
|
|
|
(660
|
)
|
||
Accounts payable, accrued expenses and other liabilities
|
(319
|
)
|
|
(5,241
|
)
|
||
Accrued interest
|
12,672
|
|
|
7,950
|
|
||
Net cash provided by (used in) operating activities
|
(439,533
|
)
|
|
145,224
|
|
||
Cash flows from investing activities
|
|
|
|
||||
Capital expenditures for property and equipment
|
(12
|
)
|
|
(177
|
)
|
||
Net cash used in investing activities
|
(12
|
)
|
|
(177
|
)
|
||
Cash flows from financing activities
|
|
|
|
||||
Net repayments under bank credit facility
|
(469,625
|
)
|
|
(8,375
|
)
|
||
Proceeds from issuance of debt
|
750,000
|
|
|
—
|
|
||
Deferred financing costs
|
(9,983
|
)
|
|
(4,544
|
)
|
||
Repayment of assumed bridge facility
|
(245,950
|
)
|
|
—
|
|
||
Issuance of Class A shares
|
571,838
|
|
|
—
|
|
||
Class A share issuance costs
|
(23,447
|
)
|
|
—
|
|
||
Dividends and distributions paid
|
(119,055
|
)
|
|
(111,733
|
)
|
||
Net cash provided by (used in) financing activities
|
453,778
|
|
|
(124,652
|
)
|
||
Cash and cash equivalents
|
|
|
|
||||
Net increase for the period
|
14,233
|
|
|
20,395
|
|
||
Balance, beginning of period
|
59,817
|
|
|
259,722
|
|
||
Balance, end of period
|
$
|
74,050
|
|
|
$
|
280,117
|
|
Supplemental cash flow disclosures
|
|
|
|
||||
Interest paid
|
$
|
47,995
|
|
|
$
|
38,171
|
|
Non-cash investing and financing activities
|
|
|
|
||||
Non-Normal Tenant Improvements by Tenant
|
$
|
—
|
|
|
$
|
372
|
|
Accrual of dividend and distribution payable to Class A shareholders and Operating Partnership unit holders
|
$
|
139,279
|
|
|
$
|
111,733
|
|
Empire City Transaction assets acquired
|
$
|
625,000
|
|
|
$
|
—
|
|
|
Class A Shares
|
|
Additional Paid-in Capital
|
|
Accumulated Deficit
|
|
Accumulated Other Comprehensive Income (Loss)
|
|
Total Class A Shareholders' Equity
|
|
Noncontrolling Interest
|
|
Total Shareholders' Equity
|
|||||||||||||
Balance at January 1, 2019
|
—
|
|
|
$
|
1,712,671
|
|
|
$
|
(150,908
|
)
|
|
$
|
4,208
|
|
|
$
|
1,565,971
|
|
|
$
|
4,279,535
|
|
|
$
|
5,845,506
|
|
Net income
|
—
|
|
|
—
|
|
|
19,955
|
|
|
—
|
|
|
19,955
|
|
|
46,409
|
|
|
66,364
|
|
||||||
Deemed contribution - tax sharing agreement
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,345
|
|
|
1,345
|
|
||||||
Dividends and distributions declared ($0.4650 per Class A share)
|
—
|
|
|
—
|
|
|
(42,064
|
)
|
|
—
|
|
|
(42,064
|
)
|
|
(97,215
|
)
|
|
(139,279
|
)
|
||||||
Issuance of Class A shares
|
—
|
|
|
471,647
|
|
|
—
|
|
|
774
|
|
|
472,421
|
|
|
75,970
|
|
|
548,391
|
|
||||||
Empire City Transaction
|
—
|
|
|
23,940
|
|
|
—
|
|
|
(195
|
)
|
|
23,745
|
|
|
355,305
|
|
|
379,050
|
|
||||||
Park MGM Transaction
|
—
|
|
|
2,512
|
|
|
—
|
|
|
(16
|
)
|
|
2,496
|
|
|
29,379
|
|
|
31,875
|
|
||||||
Share-based compensation
|
—
|
|
|
164
|
|
|
—
|
|
|
—
|
|
|
164
|
|
|
401
|
|
|
565
|
|
||||||
Other comprehensive income - cash flow hedges
|
—
|
|
|
—
|
|
|
—
|
|
|
(4,717
|
)
|
|
(4,717
|
)
|
|
(10,895
|
)
|
|
(15,612
|
)
|
||||||
Other
|
—
|
|
|
(389
|
)
|
|
—
|
|
|
—
|
|
|
(389
|
)
|
|
(899
|
)
|
|
(1,288
|
)
|
||||||
Balance at March 31, 2019
|
—
|
|
|
$
|
2,210,545
|
|
|
$
|
(173,017
|
)
|
|
$
|
54
|
|
|
$
|
2,037,582
|
|
|
$
|
4,679,335
|
|
|
$
|
6,716,917
|
|
|
Class A Shares
|
|
Additional Paid-in Capital
|
|
Accumulated Deficit
|
|
Accumulated Other Comprehensive Income (Loss)
|
|
Total Class A Shareholders' Equity
|
|
Noncontrolling Interest
|
|
Total Shareholders' Equity
|
|||||||||||||
Balance at January 1, 2018
|
—
|
|
|
$
|
1,716,490
|
|
|
$
|
(94,948
|
)
|
|
$
|
3,108
|
|
|
$
|
1,624,650
|
|
|
$
|
4,443,089
|
|
|
$
|
6,067,739
|
|
Net income
|
—
|
|
|
—
|
|
|
15,830
|
|
|
—
|
|
|
15,830
|
|
|
42,339
|
|
|
58,169
|
|
||||||
Deemed contribution - tax sharing agreement
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,231
|
|
|
1,231
|
|
||||||
Dividends and distributions declared ($0.4200 per Class A share)
|
—
|
|
|
—
|
|
|
(29,777
|
)
|
|
—
|
|
|
(29,777
|
)
|
|
(81,956
|
)
|
|
(111,733
|
)
|
||||||
Share-based compensation
|
—
|
|
|
102
|
|
|
—
|
|
|
—
|
|
|
102
|
|
|
282
|
|
|
384
|
|
||||||
Other comprehensive income - cash flow hedges
|
—
|
|
|
—
|
|
|
—
|
|
|
4,358
|
|
|
4,358
|
|
|
11,997
|
|
|
16,355
|
|
||||||
Other
|
—
|
|
|
108
|
|
|
—
|
|
|
—
|
|
|
108
|
|
|
293
|
|
|
401
|
|
||||||
Balance at March 31, 2018
|
—
|
|
|
$
|
1,716,700
|
|
|
$
|
(108,895
|
)
|
|
$
|
7,466
|
|
|
$
|
1,615,271
|
|
|
$
|
4,417,275
|
|
|
$
|
6,032,546
|
|
|
March 31, 2019
|
|
December 31, 2018
|
||||
ASSETS
|
|
|
|
||||
Real estate investments, net
|
$
|
10,296,433
|
|
|
$
|
9,742,225
|
|
Property and equipment, used in operations, net
|
776,719
|
|
|
784,295
|
|
||
Lease incentive asset
|
542,195
|
|
|
—
|
|
||
Cash and cash equivalents
|
74,050
|
|
|
59,817
|
|
||
Tenant and other receivables, net
|
9,872
|
|
|
14,990
|
|
||
Prepaid expenses and other assets
|
36,158
|
|
|
37,837
|
|
||
Above market lease, asset
|
42,621
|
|
|
43,014
|
|
||
Goodwill
|
17,915
|
|
|
17,915
|
|
||
Other intangible assets, net
|
250,321
|
|
|
251,214
|
|
||
Operating lease right-of-use assets
|
280,401
|
|
|
—
|
|
||
Total assets
|
$
|
12,326,685
|
|
|
$
|
10,951,307
|
|
LIABILITIES AND PARTNERS' CAPITAL
|
|
|
|
||||
Liabilities
|
|
|
|
||||
Debt, net
|
$
|
4,939,702
|
|
|
$
|
4,666,949
|
|
Due to MGM Resorts International and affiliates
|
425
|
|
|
307
|
|
||
Accounts payable, accrued expenses and other liabilities
|
48,701
|
|
|
49,602
|
|
||
Above market lease, liability
|
—
|
|
|
46,181
|
|
||
Accrued interest
|
38,768
|
|
|
26,096
|
|
||
Distribution payable
|
139,279
|
|
|
119,055
|
|
||
Deferred revenue
|
72,790
|
|
|
163,977
|
|
||
Deferred income taxes, net
|
34,642
|
|
|
33,634
|
|
||
Operating lease liabilities
|
335,461
|
|
|
—
|
|
||
Total liabilities
|
5,609,768
|
|
|
5,105,801
|
|
||
Commitments and contingencies (Note 12)
|
|
|
|
||||
Partners' capital
|
|
|
|
||||
General partner
|
—
|
|
|
—
|
|
||
Limited partners: 299,526,035 and 266,045,289 Operating Partnership units issued and outstanding as of March 31, 2019 and December 31, 2018, respectively
|
6,716,917
|
|
|
5,845,506
|
|
||
Total partners' capital
|
6,716,917
|
|
|
5,845,506
|
|
||
Total liabilities and partners’ capital
|
$
|
12,326,685
|
|
|
$
|
10,951,307
|
|
|
Three Months Ended March 31,
|
||||||
|
2019
|
|
2018
|
||||
Revenues
|
|
|
|
||||
Rental revenue
|
$
|
196,882
|
|
|
$
|
186,563
|
|
Tenant reimbursements and other
|
6,541
|
|
|
29,276
|
|
||
Gaming, food, beverage and other
|
67,841
|
|
|
—
|
|
||
Total revenues
|
271,264
|
|
|
215,839
|
|
||
|
|
|
|
||||
Expenses
|
|
|
|
||||
Gaming, food, beverage and other
|
44,929
|
|
|
—
|
|
||
Depreciation and amortization
|
75,009
|
|
|
68,991
|
|
||
Property transactions, net
|
1,113
|
|
|
4,086
|
|
||
Ground lease and other reimbursable expenses
|
5,920
|
|
|
28,360
|
|
||
Amortization of above market lease, net
|
—
|
|
|
171
|
|
||
Acquisition-related expenses
|
8,792
|
|
|
541
|
|
||
General and administrative
|
4,237
|
|
|
3,908
|
|
||
|
140,000
|
|
|
106,057
|
|
||
Operating income
|
131,264
|
|
|
109,782
|
|
||
Non-operating income (expense)
|
|
|
|
||||
Interest income
|
1,846
|
|
|
1,032
|
|
||
Interest expense
|
(63,948
|
)
|
|
(49,230
|
)
|
||
Other non-operating expenses
|
(137
|
)
|
|
(2,184
|
)
|
||
|
(62,239
|
)
|
|
(50,382
|
)
|
||
Income before income taxes
|
69,025
|
|
|
59,400
|
|
||
Provision for income taxes
|
(2,661
|
)
|
|
(1,231
|
)
|
||
Net income
|
$
|
66,364
|
|
|
$
|
58,169
|
|
|
|
|
|
||||
Weighted average Operating Partnership units outstanding:
|
|
|
|
||||
Basic
|
288,351,486
|
|
|
266,104,264
|
|
||
Diluted
|
288,610,821
|
|
|
266,265,043
|
|
||
|
|
|
|
||||
Net income per Operating Partnership unit (basic)
|
$
|
0.23
|
|
|
$
|
0.22
|
|
Net income per Operating Partnership unit (diluted)
|
$
|
0.23
|
|
|
$
|
0.22
|
|
|
Three Months Ended March 31,
|
||||||
|
2019
|
|
2018
|
||||
Net income
|
$
|
66,364
|
|
|
$
|
58,169
|
|
Unrealized gain (loss) on cash flow hedges, net
|
(15,612
|
)
|
|
16,355
|
|
||
Comprehensive income
|
$
|
50,752
|
|
|
$
|
74,524
|
|
|
Three Months Ended March 31,
|
||||||
|
2019
|
|
2018
|
||||
Cash flows from operating activities
|
|
|
|
||||
Net income
|
$
|
66,364
|
|
|
$
|
58,169
|
|
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
|
|
|
|
||||
Depreciation and amortization
|
75,009
|
|
|
68,991
|
|
||
Property transactions, net
|
1,113
|
|
|
4,086
|
|
||
Amortization of deferred financing costs and debt discount
|
3,144
|
|
|
2,974
|
|
||
Loss on retirement of debt
|
—
|
|
|
1,018
|
|
||
Non-cash ground lease, net
|
260
|
|
|
171
|
|
||
Deemed contributions - tax sharing agreement
|
1,344
|
|
|
1,231
|
|
||
Straight-line rental revenues
|
6,455
|
|
|
2,612
|
|
||
Amortization of lease incentive
|
1,345
|
|
|
—
|
|
||
Amortization of deferred revenue
|
(880
|
)
|
|
(916
|
)
|
||
Share-based compensation
|
565
|
|
|
384
|
|
||
Deferred income taxes
|
1,317
|
|
|
—
|
|
||
Park MGM Transaction
|
(605,625
|
)
|
|
—
|
|
||
Changes in operating assets and liabilities:
|
|
|
|
||||
Tenant and other receivables, net
|
(2,524
|
)
|
|
4,048
|
|
||
Prepaid expenses and other assets
|
109
|
|
|
407
|
|
||
Due to MGM Resorts International and affiliates
|
118
|
|
|
(660
|
)
|
||
Accounts payable, accrued expenses and other liabilities
|
(319
|
)
|
|
(5,241
|
)
|
||
Accrued interest
|
12,672
|
|
|
7,950
|
|
||
Net cash provided by (used in) operating activities
|
(439,533
|
)
|
|
145,224
|
|
||
Cash flows from investing activities
|
|
|
|
||||
Capital expenditures for property and equipment
|
(12
|
)
|
|
(177
|
)
|
||
Net cash used in investing activities
|
(12
|
)
|
|
(177
|
)
|
||
Cash flows from financing activities
|
|
|
|
||||
Net repayments under bank credit facility
|
(469,625
|
)
|
|
(8,375
|
)
|
||
Proceeds from issuance of debt
|
750,000
|
|
|
—
|
|
||
Deferred financing costs
|
(9,983
|
)
|
|
(4,544
|
)
|
||
Repayment of assumed bridge facility
|
(245,950
|
)
|
|
—
|
|
||
Issuance of Operating Partnership units
|
548,391
|
|
|
—
|
|
||
Distributions paid
|
(119,055
|
)
|
|
(111,733
|
)
|
||
Net cash provided by (used in) financing activities
|
453,778
|
|
|
(124,652
|
)
|
||
Cash and cash equivalents
|
|
|
|
||||
Net increase for the period
|
14,233
|
|
|
20,395
|
|
||
Balance, beginning of period
|
59,817
|
|
|
259,722
|
|
||
Balance, end of period
|
$
|
74,050
|
|
|
$
|
280,117
|
|
Supplemental cash flow disclosures
|
|
|
|
||||
Interest paid
|
$
|
47,995
|
|
|
$
|
38,171
|
|
Non-cash investing and financing activities
|
|
|
|
||||
Non-Normal Tenant Improvements by Tenant
|
$
|
—
|
|
|
$
|
372
|
|
Accrual of distribution payable to Operating Partnership unit holders
|
$
|
139,279
|
|
|
$
|
111,733
|
|
Empire City Transaction assets acquired
|
$
|
625,000
|
|
|
$
|
—
|
|
|
General Partner
|
|
Limited Partners
|
|
Total
Partners' Capital |
||||||
Balance at January 1, 2019
|
$
|
—
|
|
|
$
|
5,845,506
|
|
|
$
|
5,845,506
|
|
Net income
|
—
|
|
|
66,364
|
|
|
66,364
|
|
|||
Deemed contribution - tax sharing agreement
|
—
|
|
|
1,345
|
|
|
1,345
|
|
|||
Distributions declared ($0.4650 per unit)
|
—
|
|
|
(139,279
|
)
|
|
(139,279
|
)
|
|||
Issuance of Operating Partnership units
|
—
|
|
|
548,391
|
|
|
548,391
|
|
|||
Empire City Transaction
|
—
|
|
|
379,050
|
|
|
379,050
|
|
|||
Park MGM Transaction
|
—
|
|
|
31,875
|
|
|
31,875
|
|
|||
Share-based compensation
|
—
|
|
|
565
|
|
|
565
|
|
|||
Other comprehensive income - cash flow hedges
|
—
|
|
|
(15,612
|
)
|
|
(15,612
|
)
|
|||
Other
|
—
|
|
|
(1,288
|
)
|
|
(1,288
|
)
|
|||
Balance at March 31, 2019
|
$
|
—
|
|
|
$
|
6,716,917
|
|
|
$
|
6,716,917
|
|
|
General Partner
|
|
Limited Partners
|
|
Total
Partners' Capital |
||||||
Balance at January 1, 2018
|
$
|
—
|
|
|
$
|
6,067,739
|
|
|
$
|
6,067,739
|
|
Net income
|
—
|
|
|
58,169
|
|
|
58,169
|
|
|||
Deemed contribution - tax sharing agreement
|
—
|
|
|
1,231
|
|
|
1,231
|
|
|||
Distributions declared ($0.4200 per unit)
|
—
|
|
|
(111,733
|
)
|
|
(111,733
|
)
|
|||
Share-based compensation
|
—
|
|
|
384
|
|
|
384
|
|
|||
Other comprehensive income - cash flow hedges
|
—
|
|
|
16,355
|
|
|
16,355
|
|
|||
Other
|
—
|
|
|
401
|
|
|
401
|
|
|||
Balance at March 31, 2018
|
$
|
—
|
|
|
$
|
6,032,546
|
|
|
$
|
6,032,546
|
|
•
|
Level 2 inputs for its long-term debt fair value disclosures. See Note 7;
|
•
|
Level 2 inputs when measuring the fair value of its interest rate swaps. See Note 8; and
|
•
|
Level 2 and Level 3 inputs when assessing the fair value of assets acquired and liabilities assumed during the Company’s acquisitions. See Note 3.
|
Buildings and improvements
|
20 to 40 years
|
Land improvements
|
10 to 20 years
|
Furniture, fixtures and equipment
|
3 to 20 years
|
|
March 31, 2019
|
|
December 31, 2018
|
||||
|
(in thousands)
|
||||||
Land
|
$
|
4,238,513
|
|
|
$
|
4,143,513
|
|
Buildings, building improvements, land improvements and integral equipment
|
8,919,660
|
|
|
8,405,479
|
|
||
|
13,158,173
|
|
|
12,548,992
|
|
||
Less: Accumulated depreciation
|
(2,861,740
|
)
|
|
(2,806,767
|
)
|
||
|
$
|
10,296,433
|
|
|
$
|
9,742,225
|
|
|
March 31, 2019
|
|
December 31, 2018
|
||||
|
(in thousands)
|
||||||
Land
|
$
|
392,500
|
|
|
$
|
392,500
|
|
Buildings, building improvements and land improvements
|
382,845
|
|
|
382,843
|
|
||
Furniture, fixtures and equipment
|
18,715
|
|
|
18,770
|
|
||
|
794,060
|
|
|
794,113
|
|
||
Less: Accumulated depreciation
|
(17,341
|
)
|
|
(9,818
|
)
|
||
|
$
|
776,719
|
|
|
$
|
784,295
|
|
Year ending December 31,
|
(in thousands)
|
||
2019
|
$
|
664,546
|
|
2020
|
898,084
|
|
|
2021
|
914,356
|
|
|
2022
|
855,069
|
|
|
2023
|
833,944
|
|
|
Thereafter
|
1,791,622
|
|
|
|
$
|
5,957,621
|
|
Supplemental balance sheet information
|
Balance at March 31, 2019
|
||
Operating lease right-of-use assets
|
$
|
280,401
|
|
Operating lease liabilities
|
335,461
|
|
|
Weighted-average remaining lease term (years)
|
59.14
|
|
|
Weighted-average discount rate (%)
|
7.21
|
%
|
Supplemental cash flows information
|
Three Months Ended March 31, 2019
|
||
Cash paid for amounts included in the measurement of lease liabilities - operating cash flows from operating leases
|
$
|
4,482
|
|
Year ending December 31,
|
(in thousands)
|
||
2019 (excluding the three months ended March 31, 2019)
|
$
|
15,164
|
|
2020
|
21,223
|
|
|
2021
|
25,108
|
|
|
2022
|
25,130
|
|
|
2023
|
24,993
|
|
|
Thereafter
|
1,357,660
|
|
|
Total future minimum lease payments
|
1,469,278
|
|
|
Less: Amount of lease payments representing interest
|
(1,133,817
|
)
|
|
Total
|
$
|
335,461
|
|
|
March 31,
|
|
December 31,
|
||||
|
2019
|
|
2018
|
||||
|
(in thousands)
|
||||||
Senior secured credit facility:
|
|
|
|
||||
Senior secured term loan A facility
|
$
|
470,000
|
|
|
$
|
470,000
|
|
Senior secured term loan B facility
|
1,794,500
|
|
|
1,799,125
|
|
||
Senior secured revolving credit facility
|
85,000
|
|
|
550,000
|
|
||
$1,050 million 5.625% senior notes, due 2024
|
1,050,000
|
|
|
1,050,000
|
|
||
$500 million 4.50% senior notes, due 2026
|
500,000
|
|
|
500,000
|
|
||
$750 million 5.75% senior notes, due 2027
|
750,000
|
|
|
—
|
|
||
$350 million 4.50% senior notes, due 2028
|
350,000
|
|
|
350,000
|
|
||
|
4,999,500
|
|
|
4,719,125
|
|
||
Less: Unamortized discount and debt issuance costs
|
(59,798
|
)
|
|
(52,176
|
)
|
||
|
$
|
4,939,702
|
|
|
$
|
4,666,949
|
|
|
Cash Flow Hedges
|
|
Other
|
|
Total
|
||||||
|
(in thousands)
|
||||||||||
Balance at December 31, 2018
|
$
|
4,208
|
|
|
$
|
—
|
|
|
$
|
4,208
|
|
Other comprehensive income before reclassifications
|
(13,765
|
)
|
|
—
|
|
|
(13,765
|
)
|
|||
Amounts reclassified from accumulated other comprehensive income to interest expense
|
(1,847
|
)
|
|
—
|
|
|
(1,847
|
)
|
|||
Empire City Transaction
|
—
|
|
|
(195
|
)
|
|
(195
|
)
|
|||
Class A share issuance
|
—
|
|
|
774
|
|
|
774
|
|
|||
Park MGM Transaction
|
—
|
|
|
(16
|
)
|
|
(16
|
)
|
|||
Other comprehensive income
|
(15,612
|
)
|
|
563
|
|
|
(15,049
|
)
|
|||
Less: Other comprehensive loss attributable to noncontrolling interest
|
10,895
|
|
|
—
|
|
|
10,895
|
|
|||
Balance at March 31, 2019
|
$
|
(509
|
)
|
|
$
|
563
|
|
|
$
|
54
|
|
|
Three Months Ended March 31,
|
||||||
|
2019
|
|
2018
|
||||
|
(in thousands, except share amounts)
|
||||||
Numerator:
|
|
|
|
||||
Net income attributable to Class A shares - basic and diluted
|
$
|
19,955
|
|
|
$
|
15,830
|
|
Denominator:
|
|
|
|
||||
Weighted average Class A shares outstanding (1) - basic
|
84,043,706
|
|
|
70,970,141
|
|
||
Effect of dilutive shares for diluted net income per Class A share (2)(3)
|
259,335
|
|
|
160,779
|
|
||
Weighted average Class A shares outstanding (1) - diluted
|
84,303,041
|
|
|
71,130,920
|
|
|
Three Months Ended March 31,
|
||||||
|
2019
|
|
2018
|
||||
|
(in thousands, except share amounts)
|
||||||
Numerator:
|
|
|
|
||||
Net income - basic and diluted
|
$
|
66,364
|
|
|
$
|
58,169
|
|
Denominator:
|
|
|
|
||||
Weighted average Operating Partnership units outstanding (1) - basic
|
288,351,486
|
|
|
266,104,264
|
|
||
Effect of dilutive shares for diluted net income per Operating Partnership unit (2)
|
259,335
|
|
|
160,779
|
|
||
Weighted average Operating Partnership units outstanding (1) - diluted
|
288,610,821
|
|
|
266,265,043
|
|
|
|
Three Months Ended March 31, 2019
|
|
Three Months Ended March 31, 2018
|
||||||||||||||||||||
|
|
REIT
|
|
TRS
|
|
Total
|
|
REIT
|
|
TRS
|
|
Total
|
||||||||||||
Total revenues
|
|
$
|
203,423
|
|
|
$
|
67,841
|
|
|
$
|
271,264
|
|
|
$
|
215,839
|
|
|
$
|
—
|
|
|
$
|
215,839
|
|
Operating income
|
|
117,194
|
|
|
14,070
|
|
|
131,264
|
|
|
109,782
|
|
|
—
|
|
|
109,782
|
|
||||||
Income before income taxes (1)
|
|
54,955
|
|
|
14,070
|
|
|
69,025
|
|
|
59,400
|
|
|
—
|
|
|
59,400
|
|
||||||
Income tax expense
|
|
1,344
|
|
|
1,317
|
|
|
2,661
|
|
|
1,231
|
|
|
—
|
|
|
1,231
|
|
||||||
Net Income (1)
|
|
53,611
|
|
|
12,753
|
|
|
66,364
|
|
|
58,169
|
|
|
—
|
|
|
58,169
|
|
||||||
Depreciation and amortization
|
|
66,527
|
|
|
8,482
|
|
|
75,009
|
|
|
68,991
|
|
|
—
|
|
|
68,991
|
|
||||||
Interest income (1)
|
|
1,846
|
|
|
—
|
|
|
1,846
|
|
|
1,032
|
|
|
—
|
|
|
1,032
|
|
||||||
Interest expense (1)
|
|
63,948
|
|
|
—
|
|
|
63,948
|
|
|
49,230
|
|
|
—
|
|
|
49,230
|
|
|
|
Balance at March 31, 2019
|
|
Balance at December 31, 2018
|
||||||||||||||||||||
|
|
REIT
|
|
TRS
|
|
Total
|
|
REIT
|
|
TRS
|
|
Total
|
||||||||||||
Total assets
|
|
$
|
11,197,246
|
|
|
$
|
1,129,439
|
|
|
$
|
12,326,685
|
|
|
$
|
9,831,714
|
|
|
$
|
1,119,593
|
|
|
$
|
10,951,307
|
|
CONSOLIDATING BALANCE SHEET INFORMATION
|
||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
March 31, 2019
|
||||||||||||||||||
|
|
Operating
|
|
|
|
Guarantor
|
|
|
|
|
||||||||||
|
|
Partnership
|
|
Co-Issuer
|
|
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
|
|
(in thousands)
|
||||||||||||||||||
Real estate investments, net
|
|
$
|
550
|
|
|
$
|
—
|
|
|
$
|
10,295,883
|
|
|
$
|
—
|
|
|
$
|
10,296,433
|
|
Property and equipment, used in operations, net
|
|
—
|
|
|
—
|
|
|
776,719
|
|
|
—
|
|
|
776,719
|
|
|||||
Lease incentive asset
|
|
—
|
|
|
—
|
|
|
542,195
|
|
|
—
|
|
|
542,195
|
|
|||||
Cash and cash equivalents
|
|
2,650
|
|
|
—
|
|
|
71,400
|
|
|
—
|
|
|
74,050
|
|
|||||
Tenant and other receivables, net
|
|
110
|
|
|
—
|
|
|
9,762
|
|
|
—
|
|
|
9,872
|
|
|||||
Intercompany
|
|
1,868,131
|
|
|
—
|
|
|
—
|
|
|
(1,868,131
|
)
|
|
—
|
|
|||||
Prepaid expenses and other assets
|
|
24,080
|
|
|
—
|
|
|
12,078
|
|
|
—
|
|
|
36,158
|
|
|||||
Investments in subsidiaries
|
|
9,957,957
|
|
|
—
|
|
|
—
|
|
|
(9,957,957
|
)
|
|
—
|
|
|||||
Above market lease, asset
|
|
—
|
|
|
—
|
|
|
42,621
|
|
|
—
|
|
|
42,621
|
|
|||||
Goodwill
|
|
—
|
|
|
—
|
|
|
17,915
|
|
|
—
|
|
|
17,915
|
|
|||||
Other intangible assets, net
|
|
—
|
|
|
—
|
|
|
250,321
|
|
|
—
|
|
|
250,321
|
|
|||||
Operating lease right-of-use assets
|
|
541
|
|
|
—
|
|
|
279,860
|
|
|
—
|
|
|
280,401
|
|
|||||
Total assets
|
|
$
|
11,854,019
|
|
|
$
|
—
|
|
|
$
|
12,298,754
|
|
|
$
|
(11,826,088
|
)
|
|
$
|
12,326,685
|
|
Debt, net
|
|
4,939,702
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,939,702
|
|
|||||
Due to MGM Resorts International and affiliates
|
|
335
|
|
|
—
|
|
|
90
|
|
|
—
|
|
|
425
|
|
|||||
Intercompany
|
|
—
|
|
|
—
|
|
|
1,868,131
|
|
|
(1,868,131
|
)
|
|
—
|
|
|||||
Accounts payable, accrued expenses and other liabilities
|
|
18,477
|
|
|
—
|
|
|
30,224
|
|
|
—
|
|
|
48,701
|
|
|||||
Accrued interest
|
|
38,768
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
38,768
|
|
|||||
Dividend and distribution payable
|
|
139,279
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
139,279
|
|
|||||
Deferred revenue
|
|
—
|
|
|
—
|
|
|
72,790
|
|
|
—
|
|
|
72,790
|
|
|||||
Deferred income taxes, net
|
|
—
|
|
|
—
|
|
|
34,642
|
|
|
—
|
|
|
34,642
|
|
|||||
Operating lease liabilities
|
|
541
|
|
|
—
|
|
|
334,920
|
|
|
—
|
|
|
335,461
|
|
|||||
Total liabilities
|
|
5,137,102
|
|
|
—
|
|
|
2,340,797
|
|
|
(1,868,131
|
)
|
|
5,609,768
|
|
|||||
General partner
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Limited partners
|
|
6,716,917
|
|
|
—
|
|
|
9,957,957
|
|
|
(9,957,957
|
)
|
|
6,716,917
|
|
|||||
Total partners' capital
|
|
6,716,917
|
|
|
—
|
|
|
9,957,957
|
|
|
(9,957,957
|
)
|
|
6,716,917
|
|
|||||
Total liabilities and partners’ capital
|
|
$
|
11,854,019
|
|
|
$
|
—
|
|
|
$
|
12,298,754
|
|
|
$
|
(11,826,088
|
)
|
|
$
|
12,326,685
|
|
CONSOLIDATING BALANCE SHEET INFORMATION
|
||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
December 31, 2018
|
||||||||||||||||||
|
|
Operating
|
|
|
|
Guarantor
|
|
|
|
|
||||||||||
|
|
Partnership
|
|
Co-Issuer
|
|
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
|
|
(in thousands)
|
||||||||||||||||||
Real estate investments, net
|
|
$
|
572
|
|
|
$
|
—
|
|
|
$
|
9,741,653
|
|
|
$
|
—
|
|
|
$
|
9,742,225
|
|
Property and equipment, used in operations, net
|
|
—
|
|
|
—
|
|
|
784,295
|
|
|
—
|
|
|
784,295
|
|
|||||
Cash and cash equivalents
|
|
3,995
|
|
|
—
|
|
|
55,822
|
|
|
—
|
|
|
59,817
|
|
|||||
Tenant and other receivables, net
|
|
26
|
|
|
—
|
|
|
14,964
|
|
|
—
|
|
|
14,990
|
|
|||||
Intercompany
|
|
841,179
|
|
|
—
|
|
|
—
|
|
|
(841,179
|
)
|
|
—
|
|
|||||
Prepaid expenses and other assets
|
|
34,813
|
|
|
—
|
|
|
3,024
|
|
|
—
|
|
|
37,837
|
|
|||||
Investments in subsidiaries
|
|
9,790,350
|
|
|
—
|
|
|
—
|
|
|
(9,790,350
|
)
|
|
—
|
|
|||||
Above market lease, asset
|
|
—
|
|
|
—
|
|
|
43,014
|
|
|
—
|
|
|
43,014
|
|
|||||
Goodwill
|
|
—
|
|
|
—
|
|
|
17,915
|
|
|
—
|
|
|
17,915
|
|
|||||
Other intangible assets, net
|
|
—
|
|
|
—
|
|
|
251,214
|
|
|
—
|
|
|
251,214
|
|
|||||
Total assets
|
|
$
|
10,670,935
|
|
|
$
|
—
|
|
|
$
|
10,911,901
|
|
|
$
|
(10,631,529
|
)
|
|
$
|
10,951,307
|
|
Debt, net
|
|
4,666,949
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,666,949
|
|
|||||
Due to MGM Resorts International and affiliates
|
|
227
|
|
|
—
|
|
|
80
|
|
|
—
|
|
|
307
|
|
|||||
Intercompany
|
|
—
|
|
|
—
|
|
|
841,179
|
|
|
(841,179
|
)
|
|
—
|
|
|||||
Accounts payable, accrued expenses and other liabilities
|
|
13,102
|
|
|
—
|
|
|
36,500
|
|
|
—
|
|
|
49,602
|
|
|||||
Above market lease, liability
|
|
—
|
|
|
—
|
|
|
46,181
|
|
|
—
|
|
|
46,181
|
|
|||||
Accrued interest
|
|
26,096
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
26,096
|
|
|||||
Dividend and distribution payable
|
|
119,055
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
119,055
|
|
|||||
Deferred revenue
|
|
—
|
|
|
—
|
|
|
163,977
|
|
|
—
|
|
|
163,977
|
|
|||||
Deferred income taxes, net
|
|
—
|
|
|
—
|
|
|
33,634
|
|
|
—
|
|
|
33,634
|
|
|||||
Total liabilities
|
|
4,825,429
|
|
|
—
|
|
|
1,121,551
|
|
|
(841,179
|
)
|
|
5,105,801
|
|
|||||
General partner
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Limited partners
|
|
5,845,506
|
|
|
—
|
|
|
9,790,350
|
|
|
(9,790,350
|
)
|
|
5,845,506
|
|
|||||
Total partners' capital
|
|
5,845,506
|
|
|
—
|
|
|
9,790,350
|
|
|
(9,790,350
|
)
|
|
5,845,506
|
|
|||||
Total liabilities and partners’ capital
|
|
$
|
10,670,935
|
|
|
$
|
—
|
|
|
$
|
10,911,901
|
|
|
$
|
(10,631,529
|
)
|
|
$
|
10,951,307
|
|
CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME INFORMATION
|
||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
Three Months Ended March 31, 2019
|
||||||||||||||||||
|
|
Operating
|
|
|
|
Guarantor
|
|
|
|
|
||||||||||
|
|
Partnership
|
|
Co-Issuer
|
|
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
|
|
(in thousands)
|
||||||||||||||||||
Revenues
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Rental revenue
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
196,882
|
|
|
$
|
—
|
|
|
$
|
196,882
|
|
Tenant reimbursements and other
|
|
—
|
|
|
—
|
|
|
6,541
|
|
|
—
|
|
|
6,541
|
|
|||||
Gaming, food, beverage and other
|
|
—
|
|
|
—
|
|
|
67,841
|
|
|
—
|
|
|
67,841
|
|
|||||
|
|
—
|
|
|
—
|
|
|
271,264
|
|
|
—
|
|
|
271,264
|
|
|||||
Expenses
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Gaming, food, beverage and other
|
|
—
|
|
|
—
|
|
|
44,929
|
|
|
—
|
|
|
44,929
|
|
|||||
Depreciation and amortization
|
|
22
|
|
|
—
|
|
|
74,987
|
|
|
—
|
|
|
75,009
|
|
|||||
Property transactions, net
|
|
—
|
|
|
—
|
|
|
1,113
|
|
|
—
|
|
|
1,113
|
|
|||||
Ground lease and other reimbursable expenses
|
|
—
|
|
|
—
|
|
|
5,920
|
|
|
—
|
|
|
5,920
|
|
|||||
Amortization of above market lease, net
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Acquisition-related expenses
|
|
8,532
|
|
|
—
|
|
|
260
|
|
|
—
|
|
|
8,792
|
|
|||||
General and administrative
|
|
4,137
|
|
|
—
|
|
|
100
|
|
|
—
|
|
|
4,237
|
|
|||||
|
|
12,691
|
|
|
—
|
|
|
127,309
|
|
|
—
|
|
|
140,000
|
|
|||||
Operating income (loss)
|
|
(12,691
|
)
|
|
—
|
|
|
143,955
|
|
|
—
|
|
|
131,264
|
|
|||||
Equity in earnings of subsidiaries
|
|
135,677
|
|
|
—
|
|
|
—
|
|
|
(135,677
|
)
|
|
—
|
|
|||||
Non-operating income (expense)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest income
|
|
7,463
|
|
|
—
|
|
|
—
|
|
|
(5,617
|
)
|
|
1,846
|
|
|||||
Interest expense
|
|
(63,948
|
)
|
|
—
|
|
|
(5,617
|
)
|
|
5,617
|
|
|
(63,948
|
)
|
|||||
Other non-operating expenses
|
|
(137
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(137
|
)
|
|||||
|
|
(56,622
|
)
|
|
—
|
|
|
(5,617
|
)
|
|
—
|
|
|
(62,239
|
)
|
|||||
Income before income taxes
|
|
66,364
|
|
|
—
|
|
|
138,338
|
|
|
(135,677
|
)
|
|
69,025
|
|
|||||
Provision for income taxes
|
|
—
|
|
|
—
|
|
|
(2,661
|
)
|
|
—
|
|
|
(2,661
|
)
|
|||||
Net income
|
|
$
|
66,364
|
|
|
$
|
—
|
|
|
$
|
135,677
|
|
|
$
|
(135,677
|
)
|
|
$
|
66,364
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Other comprehensive income
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income
|
|
66,364
|
|
|
—
|
|
|
135,677
|
|
|
(135,677
|
)
|
|
66,364
|
|
|||||
Unrealized loss on cash flow hedges, net
|
|
(15,612
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(15,612
|
)
|
|||||
Comprehensive income
|
|
$
|
50,752
|
|
|
$
|
—
|
|
|
$
|
135,677
|
|
|
$
|
(135,677
|
)
|
|
$
|
50,752
|
|
CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME INFORMATION
|
||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
Three Months Ended March 31, 2018
|
||||||||||||||||||
|
|
Operating
|
|
|
|
Guarantor
|
|
|
|
|
||||||||||
|
|
Partnership
|
|
Co-Issuer
|
|
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
|
|
(in thousands)
|
||||||||||||||||||
Revenues
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Rental revenue
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
186,563
|
|
|
$
|
—
|
|
|
$
|
186,563
|
|
Tenant reimbursements and other
|
|
—
|
|
|
—
|
|
|
29,276
|
|
|
—
|
|
|
29,276
|
|
|||||
|
|
—
|
|
|
—
|
|
|
215,839
|
|
|
—
|
|
|
215,839
|
|
|||||
Expenses
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Depreciation
|
|
—
|
|
|
—
|
|
|
68,991
|
|
|
—
|
|
|
68,991
|
|
|||||
Property transactions, net
|
|
—
|
|
|
—
|
|
|
4,086
|
|
|
—
|
|
|
4,086
|
|
|||||
Reimbursable expenses
|
|
—
|
|
|
—
|
|
|
28,360
|
|
|
—
|
|
|
28,360
|
|
|||||
Amortization of above market lease, net
|
|
—
|
|
|
—
|
|
|
171
|
|
|
—
|
|
|
171
|
|
|||||
Acquisition-related expenses
|
|
541
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
541
|
|
|||||
General and administrative
|
|
3,908
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,908
|
|
|||||
|
|
4,449
|
|
|
—
|
|
|
101,608
|
|
|
—
|
|
|
106,057
|
|
|||||
Operating income (loss)
|
|
(4,449
|
)
|
|
—
|
|
|
114,231
|
|
|
—
|
|
|
109,782
|
|
|||||
Equity in earnings of subsidiaries
|
|
113,000
|
|
|
—
|
|
|
—
|
|
|
(113,000
|
)
|
|
—
|
|
|||||
Non-operating income (expense)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest income
|
|
1,032
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,032
|
|
|||||
Interest expense
|
|
(49,230
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(49,230
|
)
|
|||||
Other non-operating expenses
|
|
(2,184
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,184
|
)
|
|||||
|
|
(50,382
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(50,382
|
)
|
|||||
Income before income taxes
|
|
58,169
|
|
|
—
|
|
|
114,231
|
|
|
(113,000
|
)
|
|
59,400
|
|
|||||
Provision for income taxes
|
|
—
|
|
|
—
|
|
|
(1,231
|
)
|
|
—
|
|
|
(1,231
|
)
|
|||||
Net income
|
|
$
|
58,169
|
|
|
$
|
—
|
|
|
$
|
113,000
|
|
|
$
|
(113,000
|
)
|
|
$
|
58,169
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Other comprehensive income
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income
|
|
58,169
|
|
|
—
|
|
|
113,000
|
|
|
(113,000
|
)
|
|
58,169
|
|
|||||
Unrealized gain on cash flow hedges, net
|
|
16,355
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
16,355
|
|
|||||
Comprehensive income
|
|
$
|
74,524
|
|
|
$
|
—
|
|
|
$
|
113,000
|
|
|
$
|
(113,000
|
)
|
|
$
|
74,524
|
|
CONSOLIDATING STATEMENT OF CASH FLOWS INFORMATION
|
||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
Three Months Ended March 31, 2019
|
||||||||||||||||||
|
|
Operating
|
|
|
|
Guarantor
|
|
|
|
|
||||||||||
|
|
Partnership
|
|
Co-Issuer
|
|
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
|
|
(in thousands)
|
||||||||||||||||||
Cash flows from operating activities
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net cash provided by (used in) operating activities
|
|
$
|
(54,181
|
)
|
|
$
|
—
|
|
|
$
|
(385,352
|
)
|
|
$
|
—
|
|
|
$
|
(439,533
|
)
|
Cash flows from investing activities
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Capital expenditures for property and equipment
|
|
—
|
|
|
—
|
|
|
(12
|
)
|
|
—
|
|
|
(12
|
)
|
|||||
Net cash used in investing activities
|
|
—
|
|
|
—
|
|
|
(12
|
)
|
|
—
|
|
|
(12
|
)
|
|||||
Cash flows from financing activities
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net repayments under bank credit facility
|
|
(469,625
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(469,625
|
)
|
|||||
Proceeds from issuance of debt
|
|
750,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
750,000
|
|
|||||
Deferred financing costs
|
|
(9,983
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(9,983
|
)
|
|||||
Repayment of assumed bridge facility
|
|
(245,950
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(245,950
|
)
|
|||||
Issuance of Operating Partnership units
|
|
548,391
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
548,391
|
|
|||||
Distributions paid
|
|
(119,055
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(119,055
|
)
|
|||||
Cash received by Parent on behalf of Guarantor Subsidiaries, net
|
|
(400,942
|
)
|
|
—
|
|
|
400,942
|
|
|
—
|
|
|
—
|
|
|||||
Net cash provided by (used in) financing activities
|
|
52,836
|
|
|
—
|
|
|
400,942
|
|
|
—
|
|
|
453,778
|
|
|||||
Cash and cash equivalents
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net increase for the period
|
|
(1,345
|
)
|
|
—
|
|
|
15,578
|
|
|
—
|
|
|
14,233
|
|
|||||
Balance, beginning of period
|
|
3,995
|
|
|
—
|
|
|
55,822
|
|
|
—
|
|
|
59,817
|
|
|||||
Balance, end of period
|
|
$
|
2,650
|
|
|
$
|
—
|
|
|
$
|
71,400
|
|
|
$
|
—
|
|
|
$
|
74,050
|
|
CONSOLIDATING STATEMENT OF CASH FLOWS INFORMATION
|
||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
Three Months Ended March 31, 2018
|
||||||||||||||||||
|
|
Operating
|
|
|
|
Guarantor
|
|
|
|
|
||||||||||
|
|
Partnership
|
|
Co-Issuer
|
|
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
|
|
(in thousands)
|
||||||||||||||||||
Cash flows from operating activities
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net cash provided by (used in) operating activities
|
|
$
|
(43,951
|
)
|
|
$
|
—
|
|
|
$
|
189,175
|
|
|
$
|
—
|
|
|
$
|
145,224
|
|
Cash flows from investing activities
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Capital expenditures for property and equipment
|
|
(177
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(177
|
)
|
|||||
Net cash used in investing activities
|
|
(177
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(177
|
)
|
|||||
Cash flows from financing activities
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Deferred financing costs
|
|
(4,544
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4,544
|
)
|
|||||
Repayment of debt principal
|
|
(8,375
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(8,375
|
)
|
|||||
Distributions paid
|
|
(111,733
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(111,733
|
)
|
|||||
Cash received by Parent on behalf of Guarantor Subsidiaries
|
|
189,175
|
|
|
—
|
|
|
(189,175
|
)
|
|
—
|
|
|
—
|
|
|||||
Net cash provided by (used in) financing activities
|
|
64,523
|
|
|
—
|
|
|
(189,175
|
)
|
|
—
|
|
|
(124,652
|
)
|
|||||
Cash and cash equivalents
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net increase for the period
|
|
20,395
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
20,395
|
|
|||||
Balance, beginning of period
|
|
259,722
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
259,722
|
|
|||||
Balance, end of period
|
|
$
|
280,117
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
280,117
|
|
|
Three Months Ended March 31,
|
||||||
|
2019
|
|
2018
|
||||
|
(in thousands)
|
||||||
Total revenues
|
$
|
271,264
|
|
|
$
|
215,839
|
|
Operating income
|
131,264
|
|
|
109,782
|
|
||
Net income
|
66,364
|
|
|
58,169
|
|
||
Net income attributable to Class A shareholders
|
19,955
|
|
|
15,830
|
|
|
Three Months Ended March 31,
|
||||||
|
2019
|
|
2018
|
||||
|
(in thousands)
|
||||||
Net income (2)
|
$
|
66,364
|
|
|
$
|
58,169
|
|
Real estate depreciation
|
66,527
|
|
|
68,991
|
|
||
Property transactions, net
|
1,113
|
|
|
4,086
|
|
||
Funds From Operations
|
134,004
|
|
|
131,246
|
|
||
Amortization of financing costs and cash flow hedges
|
3,281
|
|
|
3,109
|
|
||
Non-cash compensation expense
|
565
|
|
|
384
|
|
||
Net effect of straight-line rent and amortization of deferred revenue and lease incentive asset
|
6,920
|
|
|
1,696
|
|
||
Other depreciation and other amortization(1)
|
8,482
|
|
|
—
|
|
||
Acquisition-related expenses
|
8,792
|
|
|
541
|
|
||
Non-cash ground lease rent, net
|
260
|
|
|
171
|
|
||
Other non-operating expenses
|
137
|
|
|
2,184
|
|
||
Provision for income taxes - REIT
|
1,344
|
|
|
1,231
|
|
||
Adjusted Funds From Operations
|
163,785
|
|
|
140,562
|
|
||
Interest income (2)
|
(1,846
|
)
|
|
(1,032
|
)
|
||
Interest expense(2)
|
63,948
|
|
|
49,230
|
|
||
Amortization of financing costs and cash flow hedges
|
(3,281
|
)
|
|
(3,109
|
)
|
||
Provision for income taxes - TRS
|
1,317
|
|
|
—
|
|
||
Adjusted EBITDA
|
$
|
223,923
|
|
|
$
|
185,651
|
|
|
REIT
|
|
TRS
|
||||||||||||
|
Three Months Ended March 31,
|
|
Three Months Ended March 31,
|
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
|
(in thousands)
|
||||||||||||||
Net income (2)
|
$
|
53,611
|
|
|
$
|
58,169
|
|
|
$
|
12,753
|
|
|
$
|
—
|
|
Real estate depreciation
|
66,527
|
|
|
68,991
|
|
|
—
|
|
|
—
|
|
||||
Property transactions, net
|
1,113
|
|
|
4,086
|
|
|
—
|
|
|
—
|
|
||||
Funds From Operations
|
121,251
|
|
|
131,246
|
|
|
12,753
|
|
|
—
|
|
||||
Amortization of financing costs and cash flow hedges
|
3,281
|
|
|
3,109
|
|
|
—
|
|
|
—
|
|
||||
Non-cash compensation expense
|
565
|
|
|
384
|
|
|
—
|
|
|
—
|
|
||||
Net effect of straight-line rent and amortization of deferred revenue and lease incentive asset
|
6,920
|
|
|
1,696
|
|
|
—
|
|
|
—
|
|
||||
Other depreciation and other amortization(1)
|
—
|
|
|
—
|
|
|
8,482
|
|
|
—
|
|
||||
Acquisition-related expenses
|
8,532
|
|
|
541
|
|
|
260
|
|
|
—
|
|
||||
Non-cash ground lease rent, net
|
260
|
|
|
171
|
|
|
—
|
|
|
—
|
|
||||
Other non-operating expenses
|
137
|
|
|
2,184
|
|
|
—
|
|
|
—
|
|
||||
Provision for income taxes - REIT
|
1,344
|
|
|
1,231
|
|
|
—
|
|
|
—
|
|
||||
Adjusted Funds From Operations
|
142,290
|
|
|
140,562
|
|
|
21,495
|
|
|
—
|
|
||||
Interest income (2)
|
(1,846
|
)
|
|
(1,032
|
)
|
|
—
|
|
|
—
|
|
||||
Interest expense(2)
|
63,948
|
|
|
49,230
|
|
|
—
|
|
|
—
|
|
||||
Amortization of financing costs and cash flow hedges
|
(3,281
|
)
|
|
(3,109
|
)
|
|
—
|
|
|
—
|
|
||||
Provision for income taxes - TRS
|
—
|
|
|
—
|
|
|
1,317
|
|
|
—
|
|
||||
Adjusted EBITDA
|
$
|
201,111
|
|
|
$
|
185,651
|
|
|
$
|
22,812
|
|
|
$
|
—
|
|
Declaration Date
|
|
Record Date
|
|
Distribution/ Dividend Per Unit/ Share
|
|
Payment Date
|
||
(in thousands, except per unit and per share amount)
|
||||||||
2019
|
|
|
|
|
|
|
||
March 15, 2019
|
|
March 29, 2019
|
|
$
|
0.4650
|
|
|
April 15, 2019
|
|
|
|
|
|
|
|
||
2018
|
|
|
|
|
|
|
||
March 15, 2018
|
|
March 30, 2018
|
|
$
|
0.4200
|
|
|
April 15, 2018
|
|
|
Debt maturing in
|
|
Fair Value
March 31,
|
||||||||||||||||||||||||||||
|
|
2019
|
|
2020
|
|
2021
|
|
2022
|
|
2023
|
|
Thereafter
|
|
Total
|
|
2019
|
||||||||||||||||
|
|
(in millions)
|
||||||||||||||||||||||||||||||
Fixed-rate
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,650.0
|
|
|
$
|
2,650.0
|
|
|
$
|
2,680.9
|
|
Average interest rate
|
|
|
|
|
|
|
|
|
|
|
|
5.300
|
%
|
|
5.300
|
%
|
|
|
||||||||||||||
Variable rate
|
|
$
|
19.8
|
|
|
$
|
30.2
|
|
|
$
|
30.2
|
|
|
$
|
30.3
|
|
|
$
|
532.4
|
|
|
$
|
1,706.6
|
|
|
$
|
2,349.5
|
|
|
$
|
2,313.2
|
|
Average interest rate
|
|
4.499
|
%
|
|
4.499
|
%
|
|
4.499
|
%
|
|
4.499
|
%
|
|
4.484
|
%
|
|
4.499
|
%
|
|
4.495
|
%
|
|
|
•
|
We are dependent on MGM (including its subsidiaries) unless and until we substantially diversify our portfolio, and an event that has a material adverse effect on MGM’s business, financial position or results of operations could have a material adverse effect on our business, financial position or results of operations.
|
•
|
We depend on our properties leased to MGM for substantially all of our anticipated cash flows.
|
•
|
We may not be able to re-lease our properties following the expiration or termination of the Master Lease.
|
•
|
MGP’s sole material assets are Operating Partnership units representing 30.2% of the ownership interests in the Operating Partnership, as of March 31, 2019, 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.
|
•
|
The Master Lease restricts our ability to sell our properties.
|
•
|
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 or results of operations.
|
•
|
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 or results of operations.
|
•
|
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 rights of first offer with respect to MGM Springfield and 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 controlled by MGM, whose interests in our business may conflict with ours or yours.
|
•
|
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 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 Tenant, a bankruptcy court may determine that the 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 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 condition and results of operations.
|
•
|
Legislative or other actions affecting REITs could have a negative effect on us.
|
•
|
The anticipated benefits of our future acquisitions may not be realized fully and may take longer to realize than expected.
|
|
|
||
|
|
|
|
|
|
||
|
|
|
|
|
|
||
|
|
|
|
|
|
||
|
|
|
|
|
|
||
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
101
|
|
|
The following information from each of the MGM Growth Properties LLC and MGM Growth Properties Operating Partnership LP’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2019 formatted in Inline eXtensible Business Reporting Language: (i) Condensed Consolidated Balance Sheets at March 31, 2019 (unaudited) and December 31, 2018 (audited); (ii) Unaudited Condensed Consolidated Statements of Operations for the three months ended March 31, 2019 and 2018; (iii) Unaudited Condensed Consolidated Statements of Comprehensive Loss for the three months ended March 31, 2019 and 2018; (iv) Unaudited Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2019 and 2018; and (v) Condensed Notes to Unaudited Condensed Consolidated Financial Statements.
|
|
|
|
|
*
|
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.
|
||
†
|
Schedules and exhibits have been omitted pursuant to Item 601(b)(2)of Regulation S-K. The Company hereby undertakes to furnish supplementally copies of any of the omitted schedules and exhibits upon request by the U.S. Securities and Exchange Commission.
|
|
MGM Growth Properties LLC
|
|
|
|
|
Date: May 7, 2019
|
By:
|
/s/ JAMES C. STEWART
|
|
|
James C. Stewart
|
|
|
Chief Executive Officer (Principal Executive Officer)
|
|
|
|
Date: May 7, 2019
|
|
/s/ ANDY H. CHIEN
|
|
|
Andy H. Chien
|
|
|
Chief Financial Officer and Treasurer (Principal Financial Officer)
|
|
MGM Growth Properties Operating Partnership LP
|
|
|
By: MGM Growth Properties OP GP LLC, its general partner
|
|
|
|
|
Date: May 7, 2019
|
By:
|
/s/ JAMES C. STEWART
|
|
|
James C. Stewart
|
|
|
Chief Executive Officer (Principal Executive Officer)
|
|
|
|
Date: May 7, 2019
|
|
/s/ ANDY H. CHIEN
|
|
|
Andy H. Chien
|
|
|
Chief Financial Officer and Treasurer (Principal Financial Officer)
|
Guaranteeing Entities:
|
||
|
|
|
MGP YONKERS REALTY SUB, LLC
|
||
|
|
|
By:
|
/s/ Andrew Hagopian III
|
|
|
Name: Andrew Hagopian III
|
|
|
Title: Officer
|
|
|
||
YRL ASSOCIATES, L.P.
By: MGP Lessor, LLC
Its: General Partner
|
||
|
|
|
By:
|
/s/ Andrew Hagopian III
|
|
|
Name: Andrew Hagopian III
|
|
|
Title: Secretary
|
|
|
|
|
Issuers:
|
||
MGM GROWTH PROPERTIES OPERATING PARTNERSHIP LP
|
||
|
|
|
By:
|
/s/ Andrew Hagopian III
|
|
|
Name: Andrew Hagopian III
|
|
|
Title: Assistant Secretary
|
|
|
||
MGP FINANCE CO-ISSUER, INC.
|
||
|
|
|
By:
|
/s/ Andrew Hagopian III
|
|
|
Name: Andrew Hagopian III
|
|
|
Title: Secretary
|
|
|
|
||
Subsidiary Guarantors:
|
||
MGP LESSOR HOLDINGS, LLC
|
||
|
|
|
By:
|
|
/s/ Andrew Hagopian III
|
|
|
Name: Andrew Hagopian III
|
|
|
Title: Secretary
|
|
||
MGP LESSOR, LLC
|
||
|
|
|
By:
|
|
/s/ Andrew Hagopian III
|
|
|
Name: Andrew Hagopian III
|
|
|
Title: Secretary
|
|
||
MGP OH, INC.
|
||
|
|
|
By:
|
|
/s/ Andrew Hagopian III
|
|
|
Name: Andrew Hagopian III
|
|
|
Title: Secretary
|
|
|
|
NORTHFIELD PARK ASSOCIATES LLC
|
||
|
|
|
By:
|
|
/s/ Andrew Hagopian III
|
|
|
Name: Andrew Hagopian III
Title: Secretary
|
CEDAR DOWNS OTB, LLC
|
||
|
|
|
By:
|
|
/s/ Andrew Hagopian III
|
|
|
Name: Andrew Hagopian III
|
|
|
Title: Secretary
|
Trustee:
|
||
U.S. BANK NATIONAL ASSOCIATION
|
||
as Trustee
|
||
|
|
|
By:
|
|
/s/ Raymond S. Haverstock
|
|
|
Authorized Signatory
|
Guaranteeing Entity:
|
||
|
|
|
MGP OH PROPCO, LLC
|
||
|
|
|
By:
|
|
/s/ Andy H. Chien
|
|
|
Name: Andy H. Chien
|
|
|
Title: Chief Financial Officer and Treasurer
|
|
||
Issuers:
|
||
MGM GROWTH PROPERTIES OPERATING PARTNERSHIP LP
|
||
|
|
|
By:
|
|
/s/ Andrew Hagopian III
|
|
|
Name: Andrew Hagopian III
|
|
|
Title: Assistant Secretary
|
|
||
MGP FINANCE CO-ISSUER, INC.
|
||
|
|
|
By:
|
|
/s/ Andrew Hagopian III
|
|
|
Name: Andrew Hagopian III
|
|
|
Title: Secretary
|
|
|
||
Subsidiary Guarantors:
|
||
MGP LESSOR HOLDINGS, LLC
|
||
|
|
|
By:
|
|
/s/ Andrew Hagopian III
|
|
|
Name: Andrew Hagopian III
|
|
|
Title: Secretary
|
|
||
MGP LESSOR, LLC
|
||
|
|
|
By:
|
|
/s/ Andrew Hagopian III
|
|
|
Name: Andrew Hagopian III
|
|
|
Title: Secretary
|
|
||
MGP OH, INC.
|
||
|
|
|
By:
|
|
/s/ Andy H. Chien
|
|
|
Name: Andy H. Chien
|
|
|
Title: Chief Financial Officer and Treasurer
|
|
|
|
NORTHFIELD PARK ASSOCIATES LLC
|
||
|
|
|
By:
|
|
/s/ Andrew Hagopian III
|
|
|
Name: Andrew Hagopian III
Title: Assistant Secretary
|
CEDAR DOWNS OTB, LLC
|
||
|
|
|
By:
|
|
/s/ Andrew Hagopian III
|
|
|
Name: Andrew Hagopian III
|
|
|
Title: Assistant Secretary
|
MGP YONKERS REALTY SUB, LLC
|
||
|
|
|
By:
|
|
/s/ Andrew Hagopian III
|
|
|
Name: Andrew Hagopian III
|
|
|
Title: Secretary
|
|
|
|
|
|
|
|
|
|
|
|
|
YRL ASSOCIATES, L.P.
|
||
By:
|
MGP Lessor, LLC
|
|
Its:
|
General Partner
|
|
|
|
|
By:
|
|
/s/ Andrew Hagopian III
|
|
|
Name: Andrew Hagopian III
Title: Secretary
|
Trustee:
|
||
U.S. BANK NATIONAL ASSOCIATION
|
||
as Trustee
|
||
|
|
|
By:
|
|
/s/ Raymond S. Haverstock
|
|
|
Authorized Signatory
|
1.
|
I have reviewed this quarterly report on Form 10-Q of MGM Growth Properties LLC;
|
|
|
|
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
|
|
|
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
|
|
|
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
|
|
|
|
|
a)
|
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
|
|
|
|
b)
|
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
|
|
|
|
c)
|
evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
|
|
|
|
d)
|
disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
|
|
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):
|
|
|
|
|
|
a)
|
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
|
|
|
|
b)
|
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
/s/ JAMES C. STEWART
|
James C. Stewart
|
Chief Executive Officer
|
1.
|
I have reviewed this quarterly report on Form 10-Q of MGM Growth Properties Operating Partnership LP;
|
|
|
|
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
|
|
|
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
|
|
|
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
|
|
|
|
|
a)
|
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
|
|
|
|
b)
|
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
|
|
|
|
c)
|
evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;
|
|
|
|
|
d)
|
disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
|
|
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):
|
|
|
|
|
|
a)
|
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
|
|
|
|
b)
|
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
/s/ JAMES C. STEWART
|
James C. Stewart
|
Chief Executive Officer
MGM Growth Properties OP GP LLC, the sole general partner of MGM Growth Properties Operating Partnership LP
|
1.
|
I have reviewed this quarterly report on Form 10-Q of MGM Growth Properties LLC;
|
|
|
|
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
|
|
|
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
|
|
|
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
|
|
|
|
|
a)
|
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
|
|
|
|
b)
|
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
|
|
|
|
c)
|
evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
|
|
|
|
d)
|
disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
|
|
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):
|
|
|
|
|
|
a)
|
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
|
|
|
|
b)
|
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
/s/ ANDY H. CHIEN
|
Andy H. Chien
|
Chief Financial Officer and Treasurer
|
1.
|
I have reviewed this quarterly report on Form 10-Q of MGM Growth Properties Operating Partnership LP;
|
|
|
|
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
|
|
|
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
|
|
|
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
|
|
a)
|
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
|
|
|
|
b)
|
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
|
|
|
|
c)
|
evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;
|
|
|
|
|
d)
|
disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
|
|
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):
|
|
|
|
|
|
a)
|
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
|
|
|
|
b)
|
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
/s/ ANDY H. CHIEN
|
Andy H. Chien
|
Chief Financial Officer and Treasurer
MGM Growth Properties OP GP LLC, the sole general partner of MGM Growth Properties Operating Partnership LP
|
(1)
|
The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.
|
/s/ JAMES C. STEWART
|
James C. Stewart
|
Chief Executive Officer
|
May 7, 2019
|
(1)
|
The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.
|
/s/ JAMES C. STEWART
|
James C. Stewart
|
Chief Executive Officer
MGM Growth Properties OP GP LLC, the sole general partner of MGM Growth Properties Operating Partnership LP
|
May 7, 2019
|
(1)
|
The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.
|
/s/ ANDY H. CHIEN
|
Andy H. Chien
|
Chief Financial Officer and Treasurer
|
May 7, 2019
|
(1)
|
The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.
|
/s/ ANDY H. CHIEN
|
Andy H. Chien
|
Chief Financial Officer and Treasurer
MGM Growth Properties OP GP LLC, the sole general partner of MGM Growth Properties Operating Partnership LP
|
May 7, 2019
|