Last10K.com

Mgm Growth Properties Operating Partnership Lp (1691299) SEC Filing 8-K Material Event for the period ending Wednesday, November 3, 2021

Mgm Growth Properties Operating Partners

CIK: 1691299

Exhibit 99.1
g275168g1105051634256a04a.jpg
MGM GROWTH PROPERTIES REPORTS THIRD QUARTER FINANCIAL RESULTS
Las Vegas, Nevada, November 3, 2021 – MGM Growth Properties LLC (“MGP” or the “Company”) (NYSE: MGP) today reported financial results for the quarter ended September 30, 2021. Net income attributable to MGP Class A shareholders for the quarter was $50.0 million, or $0.32 per dilutive share.
Financial highlights for the third quarter of 2021:
Consolidated rental revenue of $188.3 million;
Consolidated net income of $83.1 million, or $0.31 per diluted Operating Partnership unit;
Consolidated Funds From Operations(1) (“FFO”) of $151.5 million, or $0.56 per diluted Operating Partnership unit;
Consolidated Adjusted Funds From Operations(2) (“AFFO”) of $175.1 million, or $0.65 per diluted Operating Partnership unit;
Consolidated Adjusted EBITDA(3) (“Adjusted EBITDA”) of $244.6 million;
General and administrative expenses of $3.9 million; and
Income from unconsolidated affiliate of $25.1 million.

As of September 30, 2021, there were approximately 268.0 million Operating Partnership units outstanding in the Operating Partnership of which MGM owned approximately 111.4 million, or 41.6%, while MGP owns the remaining 58.4%.
Page 1 of 7


The following table provides a reconciliation of MGP’s consolidated net income to FFO, AFFO and Adjusted EBITDA for the three months ended September 30, 2021:
Three Months Ended September 30,
2021
Consolidated
(In thousands, except per unit amounts)
Reconciliation of Non-GAAP Financial Measures
Net income$83,098 
Depreciation57,613 
Share of depreciation of unconsolidated affiliate10,480 
Property transactions, net327 
Funds From Operations151,518 
Amortization of financing costs and cash flow hedges8,285 
Share of amortization of financing costs of unconsolidated affiliate65 
Non-cash compensation expense680 
Straight-line rental revenues, excluding lease incentive asset17,382 
Share of straight-line rental revenues of unconsolidated affiliate(12,135)
Amortization of lease incentive asset and deferred revenue on non-normal tenant improvements4,627 
Acquisition-related expenses6,287 
Non-cash ground lease rent, net260 
Other expenses181 
Gain on unhedged interest rate swaps, net(4,411)
Provision for income taxes2,396 
Adjusted Funds From Operations175,135 
Interest income(139)
Interest expense64,225 
Share of interest expense of unconsolidated affiliate13,731 
Amortization of financing costs and cash flow hedges(8,285)
Share of amortization of financing costs of unconsolidated affiliate(65)
Adjusted EBITDA$244,602 
Weighted average Operating Partnership units outstanding
Basic268,172 
Diluted268,355 
Earnings per Operating Partnership unit
Basic$0.31 
Diluted$0.31 
FFO per Operating Partnership unit
Diluted$0.56 
AFFO per Operating Partnership unit
Diluted$0.65 


Page 2 of 7


Financial Position
The Company had $319.6 million of cash and cash equivalents as of September 30, 2021. Cash received from rent payments under the Master Lease for the quarter ended September 30, 2021 was $210.7 million. Cash received from distributions from the unconsolidated affiliate, MGP BREIT Venture, for the quarter ended September 30, 2021 was $23.5 million.
On October 15, 2021, the Operating Partnership made a cash distribution of $139.4 million relating to the third quarter, $57.9 million of which was paid to MGM and $81.5 million of which was paid to MGP. Simultaneously, MGP paid a cash dividend of $0.5200 per share.
The Company’s debt at September 30, 2021 was as follows (in thousands):
September 30, 2021
Senior secured credit facility:
Senior secured revolving credit facility$— 
5.625% senior notes, due 20241,050,000 
4.625% senior notes, due 2025800,000 
4.50% senior notes, due 2026500,000 
5.75% senior notes, due 2027750,000 
4.50% senior notes, due 2028350,000 
3.875% senior notes, due 2029750,000 
Total principal amount of debt4,200,000 
Less: Unamortized discount and debt issuance costs(35,102)
Total debt, net of unamortized debt issuance costs$4,164,898 
Details

1Consolidated Funds From Operations (“FFO”) is consolidated net income (computed in accordance with U.S. GAAP), excluding gains and losses from sales or disposals of property (presented as property transactions, net), plus depreciation, as defined by the National Association of Real Estate Investment Trusts plus the Company’s share of depreciation of its unconsolidated affiliate.

2Consolidated Adjusted Funds From Operations (“AFFO”) is FFO as adjusted for amortization of financing costs and cash flow hedges; the Company’s share of amortization of financing costs of its unconsolidated affiliate; non-cash compensation expense; straight-line rental revenue (which is defined as the difference between contractual rent and cash rent payments, excluding lease incentive asset amortization); the Company’s share of straight-line rental revenues of its unconsolidated affiliate; amortization of lease incentive asset and deferred revenue relating to non-normal tenant improvements; acquisition-related expenses; non-cash ground lease rent, net; other expenses; (gain) loss on unhedged interest rate swaps, net; our share of provision for income taxes of unconsolidated affiliate; and provision for income taxes.

3Consolidated Adjusted EBITDA (“Adjusted EBITDA”) is consolidated net income (computed in accordance with U.S. GAAP) as adjusted for gains and losses from sales or disposals of property (presented as property transactions, net); depreciation; the Company’s share of depreciation of its unconsolidated affiliate; amortization of financing costs and cash flow hedges; the Company’s share of amortization of financing costs of its unconsolidated affiliate; non-cash compensation expense; straight-line rental revenue; the Company’s share of straight-line rental revenues of its unconsolidated affiliate; amortization of lease incentive asset and deferred revenue relating to non-normal tenant improvements; acquisition-related expenses; non-cash ground lease rent, net; other expenses; (gain) loss on unhedged interest rate swaps, net; our share of provision for income taxes of unconsolidated affiliate; interest income; interest expense (including amortization of financing costs and cash flow hedges); the Company’s share of interest expense (including amortization of financing costs) of its unconsolidated affiliate; and provision for income taxes.

FFO, FFO per unit, AFFO, AFFO per unit and Adjusted EBITDA are supplemental performance measures that have not been prepared in conformity with accounting principles generally accepted in the United States (“U.S. GAAP”) that management believes are useful to investors in comparing operating and financial results between periods. Management believes that this is
Page 3 of 7


especially true since these measures exclude real estate depreciation and amortization expense and management believes that real estate values fluctuate based on market conditions rather than depreciating in value ratably on a straight-line basis over time. The Company believes such a presentation also provides investors with a meaningful measure of the Company’s operating results in comparison to the operating results of other REITs. Adjusted EBITDA is useful to investors to further supplement AFFO and FFO and to provide investors a performance metric which excludes interest expense. In addition to non-cash items, the Company adjusts AFFO and Adjusted EBITDA for acquisition-related expenses. While we do not label these expenses as non-recurring, infrequent or unusual, management believes that it is helpful to adjust for these expenses when they do occur to allow for comparability of results between periods because each acquisition is (and will be) of varying size and complexity and may involve different types of expenses depending on the type of property being acquired and from whom.

FFO, FFO per unit, AFFO, AFFO per unit and Adjusted EBITDA do not represent cash flow from operations as defined by U.S. GAAP, should not be considered as an alternative to net income as defined by U.S. GAAP and are not indicative of cash available to fund all cash flow needs. Investors are also cautioned that FFO, FFO per unit, AFFO, AFFO per unit and Adjusted EBITDA as presented, may not be comparable to similarly titled measures reported by other REITs due to the fact that not all real estate companies use the same definitions.

Reconciliations of consolidated net income to FFO, AFFO and Adjusted EBITDA are included in this release.
*       *      *
About MGM Growth Properties
MGM Growth Properties LLC (NYSE:MGP) is one of the leading publicly traded real estate investment trusts engaged in the acquisition, ownership and leasing of large-scale destination entertainment and leisure resorts, whose diverse amenities include casino gaming, hotel, convention, dining, entertainment and retail offerings. MGP, together with its joint venture, currently owns a portfolio of properties, consisting of 12 premier destination resorts in Las Vegas and elsewhere across the United States, MGM Northfield Park in Northfield, OH, Empire Resort Casino in Yonkers, NY, as well as a retail and entertainment district, The Park in Las Vegas. As of December 31, 2020, MGP’s portfolio of destination resorts, the Park, Empire Resort Casino, and MGM Northfield Park collectively comprised approximately 32,400 hotel rooms, 1.6 million casino square footage, and 3.6 million convention square footage. As a growth-oriented public real estate entity, MGP expects its relationship with MGM Resorts and other entertainment providers to attractively position MGP for the acquisition of additional properties across the entertainment, hospitality and leisure industries. For more information about MGP, visit the Company’s website at http://www.mgmgrowthproperties.com.

This release includes “forward-looking” statements and “safe harbor statements” within the meaning of the Private Securities Litigation Reform Act of 1995 that involve risks and/or uncertainties, including those described in MGP’s public filings with the Securities and Exchange Commission. MGP has based forward-looking statements on management’s current expectations and assumptions and not on historical facts. These forward-looking statements involve a number of risks and uncertainties and the important factors that could cause actual results to differ materially from those indicated in such forward-looking statements include risks related to MGP’s ability to complete the VICI Transaction on the anticipated terms or at all; MGP’s ability to receive, or delays in obtaining, any regulatory approvals required to own its properties, or other delays or impediments to completing MGP’s planned acquisitions or projects, including any acquisitions of properties from MGM; the ultimate timing and outcome of any planned acquisitions or projects; MGP’s ability to maintain its status as a REIT; the availability of and the ability to identify suitable and attractive acquisition and development opportunities and the ability to acquire and lease those properties on favorable terms; MGP’s ability to access capital through debt and equity markets in amounts and at rates and costs acceptable to MGP; changes in the U.S. tax law and other state, federal or local laws, whether or not specific to REITs or to the gaming or lodging industries; and other factors described in MGP’s period reports filed with the Securities and Exchange Commission. In providing forward-looking statements, MGP is not undertaking any duty or obligation to update these statements publicly as a result of new information, future events or otherwise, except as required by law. If MGP updates one or more forward-looking statements, no inference should be drawn that it will make additional updates with respect to those other forward-looking statements.

Page 4 of 7


MGP CONTACTS:
Investment CommunityNews Media
ANDY CHIEN(702) 669-1480 or media@mgpreit.com
Chief Financial Officer
MGM Growth Properties LLC
(702) 669-1470
Page 5 of 7


MGM GROWTH PROPERTIES LLC
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share amounts)
(Unaudited)
Three Months Ended September 30,
20212020
Revenues
Rental revenue$188,303 $188,303 
Ground lease6,039 6,039 
Total Revenues194,342 194,342 
Expenses
Depreciation57,613 58,240 
Property transactions, net327 — 
Ground lease expense5,920 5,920 
Acquisition-related expenses6,287 — 
General and administrative3,895 3,476 
Total Expenses74,042 67,636 
Other income (expense)
Income from unconsolidated affiliate25,050 25,210 
Interest income139 533 
Interest expense(64,225)(59,974)
Gain on unhedged interest rate swaps, net4,411 7,701 
Other(181)(36)
(34,806)(26,566)
Income before income taxes85,494 100,140 
Provision for income taxes(2,396)(2,732)
Net income83,098 97,408 
Less: Net income attributable to noncontrolling interest(33,130)(54,030)
Net income attributable to Class A shareholders$49,968 $43,378 
Weighted average Class A shares outstanding
Basic156,799 131,567 
Diluted156,982 131,700 
Earnings per Class A share
Basic$0.32 $0.34 
Diluted$0.32 $0.34 
Page 6 of 7


MGM GROWTH PROPERTIES LLC
CONSOLIDATED BALANCE SHEETS
(In thousands, except share amounts)
(Unaudited)
September 30, 2021December 31, 2020
ASSETS
Real estate investments, net$8,147,627 $8,310,737 
Lease incentive asset492,146 507,161 
Investment in unconsolidated affiliate815,399 810,066 
Cash and cash equivalents319,576 626,385 
Prepaid expenses and other assets23,873 25,525 
Above market lease, asset38,686 39,867 
Operating lease right-of-use assets280,988 280,565 
Total assets$10,118,295 $10,600,306 
LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities
Debt, net$4,164,898 $4,168,959 
Due to MGM Resorts International and affiliates333 316 
Accounts payable, accrued expenses and other liabilities71,507 124,109 
Accrued interest52,007 48,505 
Dividend and distribution payable139,374 136,484 
Deferred revenue204,023 156,760 
Deferred income taxes, net33,298 33,298 
Operating lease liabilities340,270 341,133 
Total liabilities5,005,710 5,009,564 
Commitments and contingencies
Shareholders' equity
Class A shares: no par value, 1,000,000,000 shares authorized, 156,653,604 and 131,459,651 shares issued and outstanding as of September 30, 2021 and December 31, 2020, respectively— — 
Additional paid-in capital3,562,123 3,114,331 
Accumulated deficit(507,469)(422,897)
Accumulated other comprehensive loss(47,730)(51,197)
Total Class A shareholders' equity3,006,924 2,640,237 
Noncontrolling interest2,105,661 2,950,505 
Total shareholders' equity5,112,585 5,590,742 
Total liabilities and shareholders' equity$10,118,295 $10,600,306 

Page 7 of 7

View differences made from one to another to evaluate Mgm Growth Properties Operating Partnership Lp's financial trajectory

Compare SEC Filings Year-over-Year (YoY) and Quarter-over-Quarter (QoQ)
Sample 10-K Year-over-Year (YoY) Comparison

Compare this 8-K Corporate News to its predecessor by reading our highlights to see what text and tables were  removed  ,   added    and   changed   by Mgm Growth Properties Operating Partnership Lp.

Continue

Assess how Mgm Growth Properties Operating Partnership Lp's management team is paid from their Annual Proxy

Definitive Proxy Statement (Form DEF 14A)
Screenshot example of actual Proxy Statement

Mgm Growth Properties Operating Partnership Lp's Definitive Proxy Statement (Form DEF 14A) filed after their 2021 10-K Annual Report includes:

  • Voting Procedures
  • Board Members
  • Executive Team
  • Salaries, Bonuses, Perks
  • Peers / Competitors

Continue

SEC Filing Tools

Financial Statements, Disclosures and Schedules

Inside this 8-K Corporate News

Material Contracts, Statements, Certifications & more

Mgm Growth Properties Operating Partnership Lp provided additional information to their SEC Filing as exhibits

CIK: 1691299
Form Type: 8-K Corporate News
Accession Number: 0001656936-21-000038
Submitted to the SEC: Wed Nov 03 2021 8:55:00 AM EST
Accepted by the SEC: Wed Nov 03 2021
Period: Wednesday, November 3, 2021
Industry: Real Estate Investment Trusts
Events:
  1. Earnings Release
  2. Financial Exhibit

External Resources:

Bookmark the Permalink:
https://last10k.com/sec-filings/1691299/0001656936-21-000038.htm