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Mgm Growth Properties Operating Partnership Lp (1691299) SEC Filing 8-K Material Event for the period ending Thursday, April 21, 2022

Mgm Growth Properties Operating Partners

CIK: 1691299

Exhibit 99.1
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MGM GROWTH PROPERTIES REPORTS FIRST QUARTER FINANCIAL RESULTS
Las Vegas, Nevada, April 21, 2022
– MGM Growth Properties LLC (“MGP” or the “Company”) (NYSE: MGP) today reported financial results for the quarter ended March 31, 2022. Net income attributable to MGP Class A shareholders for the quarter was $69.4 million, or $0.44 per dilutive share.
Financial highlights for the first quarter of 2022:
Consolidated rental revenue of $195.1 million;
Consolidated net income of $116.5 million, or $0.43 per diluted Operating Partnership unit;
Consolidated Funds From Operations(1) (“FFO”) of $191.4 million, or $0.71 per diluted Operating Partnership unit;
Consolidated Adjusted Funds From Operations(2) (“AFFO”) of $184.6 million, or $0.69 per diluted Operating Partnership unit;
Consolidated Adjusted EBITDA(3) (“Adjusted EBITDA”) of $253.6 million;
General and administrative expenses of $3.6 million; and
Income from unconsolidated affiliate of $25.4 million.

As of March 31, 2022, there were approximately 268.1 million Operating Partnership units outstanding in the Operating Partnership of which MGM owned approximately 111.4 million, or 41.5%, while MGP owns the remaining 58.5%.
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The following table provides a reconciliation of MGP’s consolidated net income to FFO, AFFO and Adjusted EBITDA for the three months ended March 31, 2022:
Three Months Ended March 31,
2022
Consolidated
(In thousands, except per unit amounts)
Reconciliation of Non-GAAP Financial Measures
Net income$116,500 
Depreciation62,821 
Share of depreciation of unconsolidated affiliate10,504 
Property transactions, net1,546 
Funds From Operations191,371 
Amortization of financing costs and cash flow hedges8,202 
Share of amortization of financing costs of unconsolidated affiliate63 
Non-cash compensation expense564 
Straight-line rental revenues, excluding lease incentive asset18,119 
Share of straight-line rental revenues of unconsolidated affiliate(11,886)
Amortization of lease incentive asset and deferred revenue on non-normal tenant improvements4,627 
Acquisition-related expenses146 
Non-cash ground lease rent, net260 
Other expenses109 
Gain on unhedged interest rate swaps, net(29,185)
Provision for income taxes2,257 
Adjusted Funds From Operations184,647 
Interest income(3)
Interest expense63,768 
Share of interest expense of unconsolidated affiliate13,432 
Amortization of financing costs and cash flow hedges(8,202)
Share of amortization of financing costs of unconsolidated affiliate(63)
Adjusted EBITDA$253,579 
Weighted average Operating Partnership units outstanding
Basic268,276 
Diluted268,369 
Earnings per Operating Partnership unit
Basic$0.43 
Diluted$0.43 
FFO per Operating Partnership unit
Diluted$0.71 
AFFO per Operating Partnership unit
Diluted$0.69 


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Financial Position
The Company had $7.6 million of cash and cash equivalents as of March 31, 2022. Cash received from rent payments under the Master Lease for the quarter ended March 31, 2022 was $218.2 million. Cash received from distributions from the unconsolidated affiliate, MGP BREIT Venture, for the quarter ended March 31, 2022 was $24.1 million.
On April 14, 2022, the Operating Partnership made a cash distribution of $142.1 million relating to the first quarter, $59.0 million of which was paid to MGM and $83.1 million of which was paid to MGP. Simultaneously, MGP paid a cash dividend of $0.5300 per share.
The Company’s debt at March 31, 2022 was as follows (in thousands):
March 31, 2022
Senior secured credit facility:
Senior secured revolving credit facility$— 
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(31,143)
Total debt, net of unamortized debt issuance costs$4,168,857 
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 on unhedged interest rate swaps, net; 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 on unhedged interest rate swaps, net; 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 especially true since these measures exclude real estate depreciation and amortization expense and management believes that
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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 13 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, 2021, MGP’s portfolio of destination resorts, the Park, Empire Resort Casino, and MGM Northfield Park collectively comprised approximately 32,700 hotel rooms, 1.7 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.

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MGP CONTACTS:
Investment CommunityNews Media
ANDY CHIEN(702) 669-1480 or media@mgpreit.com
Chief Financial Officer
MGM Growth Properties LLC
(702) 669-1470
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MGM GROWTH PROPERTIES LLC
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share amounts)
(Unaudited)
Three Months Ended March 31,
20222021
Revenues
Rental revenue$195,067 $188,303 
Ground lease and other6,869 6,039 
Total Revenues201,936 194,342 
Expenses
Depreciation62,821 57,937 
Property transactions, net1,546 843 
Ground lease expense5,824 5,920 
Acquisition-related expenses146 — 
General and administrative3,564 3,659 
Total Expenses73,901 68,359 
Other income (expense)
Income from unconsolidated affiliate25,411 25,485 
Interest income317 
Interest expense(63,768)(68,446)
Gain on unhedged interest rate swaps, net29,185 35,059 
Other(109)(197)
(9,278)(7,782)
Income before income taxes118,757 118,201 
Provision for income taxes(2,257)(2,792)
Net income116,500 115,409 
Less: Net income attributable to noncontrolling interest(47,072)(55,811)
Net income attributable to Class A shareholders$69,428 $59,598 
Weighted average Class A shares outstanding
Basic156,903 135,709 
Diluted156,996 135,936 
Earnings per Class A share
Basic$0.44 $0.44 
Diluted$0.44 $0.44 
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MGM GROWTH PROPERTIES LLC
CONSOLIDATED BALANCE SHEETS
(In thousands, except share amounts)
(Unaudited)
March 31, 2022December 31, 2021
ASSETS
Real estate investments, net$8,716,154 $8,780,521 
Lease incentive asset482,136 487,141 
Investment in unconsolidated affiliate818,053 816,756 
Cash and cash equivalents7,614 8,056 
Prepaid expenses and other assets20,768 22,237 
Due from MGM Resorts International and affiliates493 — 
Above market lease, asset37,900 38,293 
Operating lease right-of-use assets278,173 278,102 
Total assets$10,361,291 $10,431,106 
LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities
Debt, net$4,168,857 $4,216,877 
Due to MGM Resorts International and affiliates— 172 
Accounts payable, accrued expenses and other liabilities3,580 57,543 
Accrued interest51,619 55,685 
Dividend and distribution payable142,107 140,765 
Deferred revenue239,283 221,542 
Deferred income taxes, net41,217 41,217 
Operating lease liabilities337,543 337,460 
Total liabilities4,984,206 5,071,261 
Shareholders' equity
Class A shares: no par value, 1,000,000,000 shares authorized, 156,753,272 and 156,750,325 shares issued and outstanding as of March 31, 2022 and December 31, 2021, respectively— — 
Additional paid-in capital3,736,244 3,735,727 
Accumulated deficit(551,367)(537,715)
Accumulated other comprehensive loss(17,951)(41,189)
Total Class A shareholders' equity3,166,926 3,156,823 
Noncontrolling interest2,210,159 2,203,022 
Total shareholders' equity5,377,085 5,359,845 
Total liabilities and shareholders' equity$10,361,291 $10,431,106 
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): April 21, 2022
MGM Growth Properties LLC
MGM Growth Properties Operating Partnership LP
(Exact name of registrant as specified in its charter)
Delaware (MGM Growth Properties LLC)001-3773347-5513237
Delaware (MGM Growth Properties Operating Partnership LP)333-21557181-1162318
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(I.R.S. Employer
Identification No.)
1980 Festival Plaza Drive, Suite 750, Las Vegas, Nevada 89135
(Address of principal executive offices – Zip Code)
(702) 669-1480
(Registrant’s telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act: 
Title of each classTrading
Symbol(s)
 Name of each exchange
on which registered
Class A Shares of MGM Growth Properties LLC, No Par ValueMGP New York Stock Exchange


Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
MGM Growth Properties LLC
MGM Growth Properties Operating Partnership LP



If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
MGM Growth Properties LLC ¨
MGM Growth Properties Operating Partnership LP¨



ITEM 2.02    RESULTS OF OPERATIONS AND FINANCIAL CONDITION

This current report on Form 8-K is being furnished to disclose the press release issued by the Registrant on April 21, 2022. The purpose of the press release, furnished as Exhibit 99.1, was to announce the Registrant’s results of operations for the quarter ended March 31, 2022. The information in this Form 8-K and Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.

ITEM 9.01    FINANCIAL STATEMENTS AND EXHIBITS

(a)Not applicable.
(b)Not applicable.
(c)Not applicable.
(d)Exhibits:
99.1 aaa Press release of the Registrant dated April 21, 2022, announcing financial results for the quarter ended March 31, 2022.
104 aaaaThe cover page from the Registrants’ current report on Form 8-K dated April 21, 2022 has been formatted in Inline XBRL.




SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrants have duly caused this report to be signed on their behalf by the undersigned, thereunto duly authorized.

MGM Growth Properties LLC
April 21, 2022By:/s/ ANDY H. CHIEN
Andy H. Chien
Chief Financial Officer and Treasurer
MGM Growth Properties Operating Partnership LP
By:MGM Growth Properties OP GP LLC, its general partner
April 21, 2022By:/s/ ANDY H. CHIEN
Andy H. Chien
Chief Financial Officer and Treasurer

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CIK: 1691299
Form Type: 8-K Corporate News
Accession Number: 0001656936-22-000011
Submitted to the SEC: Thu Apr 21 2022 8:54:57 AM EST
Accepted by the SEC: Thu Apr 21 2022
Period: Thursday, April 21, 2022
Industry: Real Estate Investment Trusts
Events:
  1. Earnings Release
  2. Financial Exhibit

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