x
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Maryland
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81-4177147
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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Large accelerated filer
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o
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Accelerated filer
|
o
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Non-accelerated filer
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x
(Do not check if a smaller reporting company)
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Smaller reporting company
|
o
|
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Emerging growth company
|
o
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VICI PROPERTIES INC.
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||||
FORM 10-Q
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||||
FOR THE QUARTER ENDED MARCH 31, 2018
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||||
TABLE OF CONTENTS
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Page
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Item 5
.
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||||
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PART I
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FINANCIAL INFORMATION
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Item 1.
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Financial Statements
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March 31, 2018
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December 31, 2017
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||||
Assets
|
|
|
|
||||
Investment in direct financing leases, net
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$
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8,281,557
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|
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$
|
8,268,643
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Real Estate Investments:
|
|
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Accounted for using the operating method
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1,110,400
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1,110,400
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Land
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73,600
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73,600
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Property and equipment used in operations, net
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73,739
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74,300
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Cash and cash equivalents
|
918,215
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183,646
|
|
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Restricted cash
|
13,808
|
|
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13,760
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Other assets
|
14,920
|
|
|
15,363
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Total assets
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$
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10,486,239
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$
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9,739,712
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||||
Liabilities
|
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||||
Debt, net
|
$
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4,119,263
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$
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4,785,756
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Accrued interest
|
25,387
|
|
|
21,595
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|
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Deferred financing liability
|
73,600
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|
|
73,600
|
|
||
Deferred revenue
|
60,929
|
|
|
68,117
|
|
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Dividends payable
|
59,221
|
|
|
—
|
|
||
Accounts payable and accrued expenses
|
9,221
|
|
|
10,562
|
|
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Deferred income taxes
|
3,718
|
|
|
3,718
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Total liabilities
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4,351,339
|
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4,963,348
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Commitments and Contingencies (Note 10)
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|
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||||
Shareholders’ equity
|
|
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||||
Common stock, $0.01 par value, 700,000,000 shares authorized and 370,128,832 and 300,278,938 shares issued and outstanding at March 31, 2018 and December 31, 2017, respectively
|
3,701
|
|
|
3,003
|
|
||
Preferred stock, $0.01 par value, 50,000,000 shares authorized, 12,000,000 shares issued and no shares outstanding at March 31, 2018 and December 31, 2017, respectively
|
—
|
|
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—
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Additional paid in capital
|
5,952,636
|
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4,645,824
|
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Retained earnings
|
95,563
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|
42,662
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Total VICI shareholders’ equity
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6,051,900
|
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|
4,691,489
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Non-controlling interests
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83,000
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84,875
|
|
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Total shareholders’ equity
|
6,134,900
|
|
|
4,776,364
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Total liabilities and shareholders’ equity
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$
|
10,486,239
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$
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9,739,712
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Three Months Ended March 31, 2018
|
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Revenues
|
|
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Earned income from direct financing leases
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$
|
182,036
|
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Rental income from operating leases
|
12,209
|
|
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Tenant reimbursement of property taxes
|
17,243
|
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Golf-related
|
6,788
|
|
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Net revenues
|
218,276
|
|
|
|
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Operating expenses
|
|
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General and administrative
|
7,308
|
|
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Depreciation
|
906
|
|
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Property taxes
|
17,243
|
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Golf-related
|
4,095
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Total operating expenses
|
29,552
|
|
|
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Operating income
|
188,724
|
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Interest expense
|
(52,875
|
)
|
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Interest income
|
1,678
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|
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Loss from extinguishment of debt
|
(23,040
|
)
|
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Income before income taxes
|
114,487
|
|
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Income tax expense
|
(384
|
)
|
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Net income
|
114,103
|
|
|
Less: Net income attributable to non-controlling interests
|
(1,981
|
)
|
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Net income attributable to common shareholders
|
$
|
112,122
|
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Weighted average number of common shares outstanding
|
|
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Basic
|
342,900,842
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Diluted
|
343,056,532
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Common per share data
|
|
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Basic earnings per common share
|
$
|
0.33
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Diluted earnings per common share
|
$
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0.33
|
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Dividends declared per common share
|
$
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0.16
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Common Stock
|
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Preferred Stock
|
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Additional paid-in capital
|
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Retained Earnings
|
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Total VICI Shareholders’ Equity
|
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Non-controlling interests
|
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Total Shareholders’ Equity
|
||||||||||||||
Balance at December 31, 2017
|
$
|
3,003
|
|
|
$
|
—
|
|
|
$
|
4,645,824
|
|
|
$
|
42,662
|
|
|
$
|
4,691,489
|
|
|
$
|
84,875
|
|
|
$
|
4,776,364
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
112,122
|
|
|
112,122
|
|
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1,981
|
|
|
114,103
|
|
|||||||
Issuance of common stock from Initial Public Offering
|
695
|
|
|
—
|
|
|
1,306,424
|
|
|
—
|
|
|
1,307,119
|
|
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—
|
|
|
1,307,119
|
|
|||||||
Distribution to non-controlling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
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|
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(3,856
|
)
|
|
(3,856
|
)
|
|||||||
Dividends declared
|
—
|
|
|
—
|
|
|
—
|
|
|
(59,221
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)
|
|
(59,221
|
)
|
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—
|
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|
(59,221
|
)
|
|||||||
Stock incentive plan activity
|
3
|
|
|
—
|
|
|
388
|
|
|
—
|
|
|
391
|
|
|
—
|
|
|
391
|
|
|||||||
Balance at March 31, 2018
|
$
|
3,701
|
|
|
$
|
—
|
|
|
$
|
5,952,636
|
|
|
$
|
95,563
|
|
|
$
|
6,051,900
|
|
|
$
|
83,000
|
|
|
$
|
6,134,900
|
|
|
Three Months Ended March 31, 2018
|
||
Cash flows from operating activities
|
|
||
Net income
|
$
|
114,103
|
|
Adjustments to reconcile net income to cash flows provided by operating activities:
|
|
||
Direct financing lease adjustments
|
(12,914
|
)
|
|
Share-based compensation
|
391
|
|
|
Depreciation
|
906
|
|
|
Amortization of debt issuance costs and original issue discount
|
1,494
|
|
|
Loss on extinguishment of debt
|
23,040
|
|
|
Change in operating assets and liabilities:
|
|
||
Other assets
|
200
|
|
|
Accrued interest
|
3,792
|
|
|
Deferred revenue
|
(7,188
|
)
|
|
Accounts payable and accrued expenses
|
(1,341
|
)
|
|
Net cash provided by operating activities
|
122,483
|
|
|
Cash flows from investing activities
|
|
||
Acquisition of property and equipment, net of change in related payables
|
(345
|
)
|
|
Net cash used in investing activities
|
(345
|
)
|
|
Cash flows from financing activities
|
|
||
Proceeds from initial public offering of common stock
|
1,307,119
|
|
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Payment of Term Loan B Facility
|
(100,000
|
)
|
|
Payment of Revolving Credit Facility
|
(300,000
|
)
|
|
Payment of Second Lien Notes
|
(290,058
|
)
|
|
Debt issuance costs
|
(726
|
)
|
|
Distributions to non-controlling interests
|
(3,856
|
)
|
|
Net cash provided by financing activities
|
612,479
|
|
|
|
|
||
Net increase in cash and cash equivalents
|
734,617
|
|
|
Cash, cash equivalents and restricted cash, beginning of period
|
197,406
|
|
|
Cash, cash equivalents and restricted cash, end of period
|
$
|
932,023
|
|
|
|
||
Supplemental Cash Flow Information:
|
|
||
Cash paid for interest
|
$
|
47,135
|
|
Cash paid for income taxes
|
—
|
|
(In thousands)
|
March 31, 2018
|
|
December 31, 2017
|
||||
Cash and cash equivalents
|
$
|
918,215
|
|
|
$
|
183,646
|
|
Restricted cash
|
13,808
|
|
|
13,760
|
|
||
Total cash, cash equivalents and restricted cash shown in the Statement of Cash Flows
|
$
|
932,023
|
|
|
$
|
197,406
|
|
(In thousands)
|
March 31, 2018
|
|
December 31, 2017
|
||||
Minimum lease payments receivable
(1)
|
$
|
29,133,043
|
|
|
$
|
29,302,166
|
|
Estimated residual values of leased property (not guaranteed)
|
1,987,651
|
|
|
1,987,651
|
|
||
Gross investment in direct financing leases
|
31,120,694
|
|
|
31,289,817
|
|
||
Unamortized initial direct costs
|
—
|
|
|
—
|
|
||
Less: Unearned income
|
(22,839,137
|
)
|
|
(23,021,174
|
)
|
||
Net investment in direct financing leases, net
|
$
|
8,281,557
|
|
|
$
|
8,268,643
|
|
(1)
|
Minimum lease payments do not include contingent rent that may be received under the Lease Agreements. There was no contingent rent for the period ended March 31, 2018.
|
(In thousands)
|
Minimum Lease Payments
|
||
2018
|
$
|
544,544
|
|
2019
|
730,060
|
|
|
2020
|
734,320
|
|
|
2021
|
738,656
|
|
|
2022
|
744,647
|
|
(In thousands)
|
March 31, 2018
|
|
December 31, 2017
|
||||
Land and land improvements
|
$
|
58,157
|
|
|
$
|
57,901
|
|
Buildings and improvements
|
14,572
|
|
|
14,572
|
|
||
Furniture and equipment
|
2,667
|
|
|
2,578
|
|
||
Total property and equipment
|
75,396
|
|
|
75,051
|
|
||
Less: accumulated depreciation
|
(1,657
|
)
|
|
(751
|
)
|
||
Total property and equipment, net
|
$
|
73,739
|
|
|
$
|
74,300
|
|
(In thousands)
|
Three Months Ended March 31, 2018
|
||
Depreciation expense
|
$
|
906
|
|
(In thousands)
|
March 31, 2018
|
|
December 31, 2017
|
||||
Accounts payable
|
$
|
2,458
|
|
|
$
|
5,207
|
|
Accrued payroll and other compensation
|
1,998
|
|
|
2,559
|
|
||
Other accrued expenses
|
4,765
|
|
|
2,796
|
|
||
Total accrued expenses
|
$
|
9,221
|
|
|
$
|
10,562
|
|
(Dollars in thousands)
|
|
March 31, 2018
|
||||||||||
Description of Debt
|
|
Final
Maturity
|
|
Rate(s)
(1)
|
|
Face Value
|
|
Book Value
(2)
|
||||
VICI PropCo Senior Secured Credit Facilities
|
|
|
|
|
|
|
|
|
||||
Senior Secured Revolving Credit Facility (“Revolving Credit Facility”)
(3)
|
|
2022
|
|
Variable
|
|
$
|
—
|
|
|
$
|
—
|
|
First Lien Senior Secured Term Loan (“Term Loan B Facility”)
(3)(4)
|
|
2024
|
|
Variable
|
|
2,100,000
|
|
|
2,070,783
|
|
||
Second Priority Senior Secured Notes (“Second Lien Notes”)
(5)
|
|
2023
|
|
8.00%
|
|
498,480
|
|
|
498,480
|
|
||
CPLV Debt
|
|
|
|
|
|
|
|
|
||||
CPLV CMBS Debt
(6)
|
|
2022
|
|
4.36%
|
|
1,550,000
|
|
|
1,550,000
|
|
||
Total Debt
|
|
$
|
4,148,480
|
|
|
$
|
4,119,263
|
|
(1)
|
Interest rate is fixed, except where noted.
|
(2)
|
Book value is net of unamortized original issue discount and unamortized debt issuance costs incurred in conjunction with debt.
|
(3)
|
Interest is payable quarterly at a rate per annum equal to LIBOR plus
2.00%
.
|
(4)
|
Final maturity is December 2024 or, to the extent the Second Lien Notes remain outstanding, July 2023 (three months prior to the maturity of the Second Lien Notes).
|
(5)
|
Interest is payable semi-annually.
|
(6)
|
Interest is payable monthly.
|
|
|
Face Value
(In thousands)
|
||||||||||
Description of Debt
|
|
Debt at December 31, 2017
|
|
Payment Activity
|
|
Debt at March 31, 2018
|
||||||
VICI PropCo Senior Secured Credit Facilities:
|
|
|
|
|
|
|
||||||
Revolving Credit Facility
|
|
$
|
300,000
|
|
|
$
|
(300,000
|
)
|
|
$
|
—
|
|
Term Loan B Facility
|
|
2,200,000
|
|
|
(100,000
|
)
|
|
2,100,000
|
|
|||
Second Lien Notes
|
|
766,892
|
|
|
(268,412
|
)
|
|
498,480
|
|
|||
CPLV Debt:
|
|
|
|
|
|
|
||||||
CPLV CMBS Debt
|
|
1,550,000
|
|
|
—
|
|
|
1,550,000
|
|
|||
Total Debt
|
|
$
|
4,816,892
|
|
|
$
|
(668,412
|
)
|
|
$
|
4,148,480
|
|
|
March 31, 2018
|
December 31, 2017
|
||||||||||||
(In thousands)
|
Carrying Amount
|
|
Fair Value
|
Carrying Amount
|
|
Fair Value
|
||||||||
Financial assets:
|
|
|
|
|
|
|
||||||||
Cash and cash equivalents
|
$
|
918,215
|
|
|
$
|
918,215
|
|
$
|
183,646
|
|
|
$
|
183,646
|
|
Restricted cash
|
13,808
|
|
|
13,808
|
|
13,760
|
|
|
13,760
|
|
||||
Financial liabilities:
|
|
|
|
|
|
|
||||||||
Senior Secured Credit Facilities
|
|
|
|
|
|
|
||||||||
Revolving Credit Facility
|
$
|
—
|
|
|
$
|
—
|
|
$
|
300,000
|
|
|
$
|
300,000
|
|
Term Loan B Facility
|
2,070,783
|
|
|
2,107,875
|
|
2,168,864
|
|
|
2,200,000
|
|
||||
Second Lien Notes
|
498,480
|
|
|
553,313
|
|
766,892
|
|
|
853,167
|
|
||||
CPLV Debt
|
|
|
|
|
|
|
||||||||
CPLV CMBS Debt
|
1,550,000
|
|
|
1,546,869
|
|
1,550,000
|
|
|
1,559,486
|
|
(In thousands)
|
|
Lease Commitments
|
||
2018
|
|
$
|
799
|
|
2019
|
|
948
|
|
|
2020
|
|
908
|
|
|
2021
|
|
926
|
|
|
2022
|
|
945
|
|
|
2023 and thereafter
|
|
17,966
|
|
|
Total minimum rental commitments
|
|
$
|
22,492
|
|
(In thousands)
|
|
Golf-related maintenance agreements
|
||
2018
|
|
$
|
2,160
|
|
2019
|
|
225
|
|
|
Total golf-related maintenance agreement commitments
|
|
$
|
2,385
|
|
(In thousands)
|
Three Months Ended March 31, 2018
|
|
Determination of shares:
|
|
|
Weighted-average common shares outstanding
|
342,901
|
|
Assumed conversion of restricted stock
|
156
|
|
Diluted weighted-average common shares outstanding
|
343,057
|
|
Basic and Diluted Earnings Per Share
|
|||
(In thousands, except per share data)
|
Three Months Ended March 31, 2018
|
||
Basic:
|
|
||
Net income attributable to common shareholders
|
$
|
112,122
|
|
Weighted-average common shares outstanding
|
342,901
|
|
|
Basic EPS
|
$
|
0.33
|
|
|
|
||
Diluted:
|
|
||
Net income attributable to common shareholders
|
$
|
112,122
|
|
Diluted weighted-average common shares outstanding
|
343,057
|
|
|
Diluted EPS
|
$
|
0.33
|
|
Restricted Stock Activity
|
||||||
|
Units
|
|
Weighted Average Fair Value
|
|||
Outstanding as of December 31, 2017
|
123,610
|
|
|
$
|
15.61
|
|
Granted
|
100,322
|
|
|
20.04
|
|
|
Vested
|
(26,557
|
)
|
|
20.04
|
|
|
Forfeited
|
—
|
|
|
—
|
|
|
Canceled
|
—
|
|
|
—
|
|
|
Outstanding as of March 31, 2018
|
197,375
|
|
|
$
|
17.27
|
|
|
|
Three Months Ended March 31, 2018
|
||||||||||
(In thousands)
|
|
Real Property Business
|
|
Golf Course Business
|
|
VICI Consolidated
|
||||||
Net revenues
|
|
$
|
211,488
|
|
|
$
|
6,788
|
|
|
$
|
218,276
|
|
Operating income
|
|
186,936
|
|
|
1,788
|
|
|
188,724
|
|
|||
Interest expense
|
|
(52,875
|
)
|
|
—
|
|
|
(52,875
|
)
|
|||
Loss on extinguishment of debt
|
|
(23,040
|
)
|
|
—
|
|
|
(23,040
|
)
|
|||
Income before income taxes
|
|
112,699
|
|
|
1,788
|
|
|
114,487
|
|
|||
Income tax expense
|
|
—
|
|
|
(384
|
)
|
|
(384
|
)
|
|||
Net income
|
|
112,699
|
|
|
1,404
|
|
|
114,103
|
|
|||
|
|
|
|
|
|
|
||||||
Depreciation
|
|
—
|
|
|
906
|
|
|
906
|
|
|||
|
|
|
|
|
|
|
||||||
Total assets
|
|
$
|
10,404,715
|
|
|
$
|
81,524
|
|
|
$
|
10,486,239
|
|
|
Three Months Ended March 31, 2017
|
||
Revenues
|
|
||
Golf ($1,042 attributable to related parties)
|
$
|
3,570
|
|
Food and beverage
|
525
|
|
|
Retail and other
|
538
|
|
|
Net revenues
|
4,633
|
|
|
|
|
||
Operating expenses
|
|
||
Direct
|
|
||
Golf
|
1,796
|
|
|
Food and beverage
|
416
|
|
|
Retail and other
|
387
|
|
|
Property costs
|
679
|
|
|
Depreciation
|
805
|
|
|
Administrative and other
|
550
|
|
|
Total operating expenses
|
4,633
|
|
|
|
|
||
Net income (loss)
|
$
|
—
|
|
|
Three Months Ended March 31, 2017
|
||
Cash flows from operating activities
|
|
||
Net income (loss)
|
$
|
—
|
|
Adjustments to reconcile net income to cash flows provided by operating activities:
|
|
||
Depreciation
|
805
|
|
|
Provisions for (recoveries of) bad debt
|
12
|
|
|
Change in current assets and liabilities:
|
|
||
Receivables
|
(109
|
)
|
|
Inventories
|
(69
|
)
|
|
Prepayments
|
(4
|
)
|
|
Accounts payable
|
214
|
|
|
Accrued expenses
|
60
|
|
|
Cash flows provided by operating activities
|
909
|
|
|
|
|
||
Cash flows from investing activities
|
|
||
Acquisitions of property and equipment, net of change in related payables
|
(66
|
)
|
|
Cash flows used in investing activities
|
(66
|
)
|
|
|
|
||
Cash flows from financing activities
|
|
||
Repayments for capital leases
|
(14
|
)
|
|
Transactions with parent, net
|
(1,671
|
)
|
|
Cash flows used in financing activities
|
(1,685
|
)
|
|
|
|
||
Net increase (decrease) in cash and cash equivalents
|
(842
|
)
|
|
Cash and cash equivalents, beginning of period
|
920
|
|
|
Cash and cash equivalents, end of period
|
$
|
78
|
|
Supplemental Cash Flow Information:
|
Three Months Ended March 31, 2017
|
||
Cash paid for interest
|
$
|
—
|
|
(1)
|
The Statement of Operations included allocated overhead costs for certain functions historically performed by CEOC and Caesars’ affiliates, including allocations of direct and indirect operating and maintenance costs and expenses for procurement, logistics and general and administrative costs and expenses related to executive oversight, marketing, information technology, accounting, treasury, tax, and legal. These costs were allocated on the basis of either revenue or payroll costs.
|
(2)
|
See Business and Basis of Presentation - Golf Revenue.
|
(3)
|
Primarily includes transactions where CEOC and Caesars affiliates’ customers charge their golf, food and beverage and retail purchases directly to their hotel bill. Amounts collected from the customer by the hotel are remitted to the golf course.
|
|
(In thousands)
|
||
|
Maintenance Agreements
|
||
2017
|
$
|
2,128
|
|
2018
|
2,969
|
|
|
2019
|
225
|
|
|
Total maintenance agreement commitments
|
$
|
5,322
|
|
Item 2.
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations
|
•
|
our dependence on subsidiaries of Caesars as tenant of our properties and Caesars or its subsidiaries as guarantor of the lease payments and the consequences any material adverse effect on their business could have on us;
|
•
|
our dependence on the gaming industry;
|
•
|
our ability to pursue our business and growth strategies may be limited by our substantial debt service requirements and by the requirement that we distribute 90% of our REIT taxable income in order to qualify for taxation as a REIT and that we distribute 100% of our REIT taxable income in order to avoid current entity level U.S. Federal income taxes;
|
•
|
the impact of extensive regulation from gaming and other regulatory authorities;
|
•
|
the ability of our tenants to obtain and maintain regulatory approvals in connection with the operation of our properties;
|
•
|
the possibility that the tenants may choose not to renew the Lease Agreements following the initial or subsequent terms of the leases;
|
•
|
restrictions on our ability to sell our properties subject to the Lease Agreements;
|
•
|
Caesars’ historical results may not be a reliable indicator of its future results;
|
•
|
our historical financial information may not be reliable indicators of future results of operations and financial condition;
|
•
|
our inability to achieve the expected benefits from operating as a company independent of Caesars;
|
•
|
our reliance on distributions received from our Operating Partnership to make distributions to our stockholders due to our being a holding company;
|
•
|
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 shareholders of our common stock or maintain anticipated level of distributions over time;
|
•
|
the possibility our separation from CEOC fails to qualify as a tax-free spin-off, which could subject us to significant tax liabilities;
|
•
|
the impact of changes to the U.S. Federal income tax laws;
|
•
|
the possibility of foreclosure of our properties if we are unable to meet required debt service payments;
|
•
|
the impact of a rise in interest rates on us;
|
•
|
our substantial amount of indebtedness and ability to service and refinance such indebtedness;
|
•
|
limits on our operational and financial flexibility imposed by our debt agreements;
|
•
|
our inability to successfully pursue investments in, and acquisitions of, additional properties;
|
•
|
the impact of natural disasters or terrorism on our properties;
|
•
|
the loss of the services of key personnel;
|
•
|
the inability to attract, retain and motivate employees;
|
•
|
the costs and liabilities associated with environmental compliance;
|
•
|
failure to establish and maintain an effective system of integrated internal controls;
|
•
|
the costs of operating as a public company;
|
•
|
our inability to operate as a stand-alone company;
|
•
|
our inability to qualify or maintain our qualification for taxation as a REIT;
|
•
|
our management team’s limited experience operating as a company that intends to qualify for taxation as a REIT;
|
•
|
competition for acquisition opportunities from other REITs and gaming companies that may have greater resources and access to capital and a lower cost of capital than us; and
|
•
|
additional factors discussed herein and listed from time to time as “Risk Factors” in our filings with the SEC, including without limitation, in our reports on Form 10-K and Form 8-K and subsequent reports on Form 10-Q.
|
(In thousands)
|
|
For the Three Months Ended March 31, 2018
|
||
Net income attributable to common shareholders
|
|
$
|
112,122
|
|
Real estate depreciation
|
|
—
|
|
|
FFO
|
|
112,122
|
|
|
Direct financing lease adjustments attributable to common shareholders
|
|
(12,914
|
)
|
|
Loss on extinguishment of debt
|
|
23,040
|
|
|
Non-cash stock compensation
|
|
391
|
|
|
Amortization of debt issuance costs and original issue discount
|
|
1,494
|
|
|
Other depreciation
|
|
906
|
|
|
AFFO
|
|
125,039
|
|
|
Interest expense, net
|
|
49,703
|
|
|
Income tax expense
|
|
384
|
|
|
Adjusted EBITDA
|
|
$
|
175,126
|
|
(In thousands)
|
|
Three Months Ended March 31, 2018
|
|||
Cash, cash equivalents and restricted cash
|
|
|
|||
|
Provided by operating activities
|
|
$
|
122,483
|
|
|
Used in investing activities
|
|
(345
|
)
|
|
|
Provided by financing activities
|
|
612,479
|
|
|
|
Net increase in cash, cash equivalents and restricted cash
|
|
734,617
|
|
|
|
Balance at December 31, 2017
|
|
197,406
|
|
|
|
Balance at March 31, 2018
|
|
$
|
932,023
|
|
•
|
Gross proceeds from our initial public offering of $1,391.5 million of our common stock
|
•
|
Repayment of $300.0 million on our Revolving Credit Facility;
|
•
|
Repayment of $100.0 million on our Term Loan B Facility;
|
•
|
Redemption of $268.4 million in aggregate principal amount of our Second Lien Notes; and
|
•
|
Costs of $84.5 million related to our initial public offering.
|
Item 3.
|
Quantitative and Qualitative Disclosures About Market Risk
|
Item 1.
|
Legal Proceedings
|
Item 1A.
|
Risk Factors
|
Item 3.
|
Defaults Upon Senior Securities
|
Item 4.
|
Mine Safety Disclosures
|
|
|
|
|
|
|
Exhibit
Number |
|
Exhibit Description
|
|
Filed Herewith
|
|
|
|
|
|
|
|
|
|
X
|
|
||
|
|
|
|
|
|
|
|
X
|
|
||
|
|
|
|
|
|
|
|
X
|
|
||
|
|
|
|
|
|
|
|
X
|
|
||
|
|
|
|
|
|
|
|
X
|
|
||
|
|
|
|
|
|
|
|
*
|
|
||
|
|
|
|
|
|
|
|
*
|
|
||
|
|
|
|
|
|
101.INS
|
|
XBRL Instance Document
|
|
X
|
|
|
|
|
|
|
|
101.SCH
|
|
XBRL Taxonomy Extension Schema Document
|
|
X
|
|
|
|
|
|
|
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
X
|
|
|
|
|
|
|
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase Document
|
|
X
|
|
|
|
|
|
|
|
101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase Document
|
|
X
|
|
|
|
|
|
|
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
|
X
|
|
VICI PROPERTIES INC.
|
||||
|
|
|
|
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/S/ EDWARD B. PITONIAK
|
|
Chief Executive Officer and Director
|
|
May 4, 2018
|
Edward B. Pitoniak
|
|
(Principal Executive Officer)
|
|
|
|
|
|
|
|
/S/ DAVID KIESKE
|
|
Chief Financial Officer
|
|
May 4, 2018
|
David Kieske
|
|
(Principal Financial Officer)
|
|
|
|
|
|
|
|
/S/ KENNETH J. KUICK
|
|
Chief Accounting Officer
|
|
May 4, 2018
|
Kenneth J. Kuick
|
|
(Principal Accounting Officer)
|
|
|
|
|
|
|
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q of VICI Properties Inc.;
|
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 officers 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)
|
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
|
c)
|
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 officers 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 the 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.
|
Date:
|
May 4, 2018
|
|
|
|
|
By:
|
/S/ EDWARD B. PITONIAK
|
|
|
|
Edward B. Pitoniak
|
|
|
|
Chief Executive Officer
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q of VICI Properties Inc.;
|
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 officers 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)
|
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
|
c)
|
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 officers 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 the 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.
|
Date:
|
May 4, 2018
|
|
|
|
|
By:
|
/S/ DAVID KIESKE
|
|
|
|
David Kieske
|
|
|
|
Chief Financial Officer
|
Date:
|
May 4, 2018
|
|
|
|
|
By:
|
/S/ EDWARD B. PITONIAK
|
|
|
|
Edward B. Pitoniak
|
|
|
|
Chief Executive Officer
|
Date:
|
May 4, 2018
|
|
|
|
|
By:
|
/S/ DAVID KIESKE
|
|
|
|
David Kieske
|
|
|
|
Chief Financial Officer
|