MGM Growth Properties LLC Reports Third Quarter Results
MGP INCREASED ITS ANNUAL DIVIDEND TO $1.55, AN 8.4% INCREASE OVER THE PRIOR ANNUAL RATE

LAS VEGAS, Nov. 7, 2016 /PRNewswire/ -- MGM Growth Properties LLC ("MGP" or the "Company") (NYSE: MGP) today reported financial results for the quarter ended September 30, 2016. Net income available to MGP Class A shareholders for the quarter was $10.6 million, or $0.18 per dilutive share.

Financial highlights for the third quarter of 2016:

  • Rental revenue was $154.8 million;
  • Net income was $42.7 million;
  • Funds From Operations(1) ("FFO") was $98.4 million, or $0.42 per diluted Operating Partnership unit;
  • Adjusted Funds From Operations(2) ("AFFO") was $111.1 million, or $0.48 per diluted Operating Partnership unit;
  • Adjusted EBITDA(3) was $151.3 million;
  • General and administrative expenses were $2.7 million; and
  • Acquisition-related costs of $9.5 million related to the Borgata transaction, primarily related to real estate transfer tax and title fees.

On August 1, 2016, the Company successfully completed the previously announced acquisition of the real estate assets associated with Borgata Hotel Casino and Spa ("Borgata") from MGM Resorts International ("MGM Resorts"). With the addition of Borgata, the annual rent payment due under the master lease increased from $550 million to $650 million for the remainder of the first lease year.

"As reflected by the Borgata acquisition, the Company is executing on its strategy of sustainably growing the Company and dividend," said James Stewart, CEO of MGM Growth Properties. "The Borgata acquisition was accretive to our AFFO, diversified our portfolio with a premiere integrated resort in the eastern U.S., and was executed in a manner that enabled us to maintain our strong balance sheet."

On September 15, 2016, the Company's Board of Directors declared a quarterly dividend of $0.3875 per Class A share (based on a $1.55 annualized basis), which was paid on October 14, 2016 to holders of record on September 30, 2016.

The following table provides a reconciliation of Net income (GAAP) to FFO, AFFO and Adjusted EBITDA of MGP for the three months ended September 30, 2016 (in thousands, except unit and per unit amounts):



Three Months Ended
September 30, 2016


Reconciliation of Non-GAAP Financial Measures





Net income


$

42,671


Depreciation



54,260


Property transactions, net



1,442


Funds From Operations



98,373


Amortization of financing costs



2,678


Non-cash compensation expense



184


Net effect of straight-line rent



(642)


Acquisition-related expenses



9,500


Amortization of above market lease, net



114


Provision for income taxes



915


Adjusted Funds From Operations



111,122


Interest expense



42,839


Amortization of financing costs



(2,678)


Adjusted EBITDA


$

151,283







Weighted average Operating Partnership units outstanding





Basic



233,642,286


Diluted



233,894,449


FFO per Operating Partnership unit





Diluted


$

0.42


AFFO per Operating Partnership unit





Diluted


$

0.48


 

Financial Position

The Company had $340.3 million of cash and cash equivalents as of September 30, 2016. Cash received from rent payments under the master lease for the three-month period ending September 30, 2016 was $154.2 million, which included rent for Borgata beginning on August 1, 2016, the date of the Borgata transaction.

On July 15, 2016, MGM Growth Properties Operating Partnership LP ("Operating Partnership") made a cash distribution of $56.7 million relating to the second quarter dividend declared with respect to the Operating Partnership units, $41.6 million of which was paid to subsidiaries of MGM Resorts and $15.1 million was paid to MGP. Simultaneously, MGP paid a cash dividend of $0.2632 per Class A share.

On August 12, 2016, the Operating Partnership issued $500 million in aggregate principal amount of 4.50% senior unsecured notes due 2026. The net proceeds were used to refinance amounts outstanding under the Operating Partnership's revolving credit facility that were drawn in connection with the Borgata acquisition with the remaining proceeds used for general corporate purposes.

On October 26, 2016 the Company announced that it had successfully completed a re-pricing of the Operating Partnership's $1.841 billion term loan B facility. The term loan B facility was re-priced to initially bear interest at LIBOR plus 2.75%, with a LIBOR floor of 0.75%, which represents a 50 basis point reduction compared to the prior rate of LIBOR plus 3.25%, with a LIBOR floor of 0.75%. In addition, the Operating Partnership will receive a further reduction of pricing to LIBOR plus 2.50%, with a LIBOR floor of 0.75% so long as it achieves minimum corporate family ratings of Ba3/BB-.

"The capital markets continue to show their tremendous support in our Company and our growth strategy," said Andy Chien, CFO of MGM Growth Properties. "With our new 10-year bond offering and our recent re-pricing of the term loan B, we are demonstrating that our strong balance sheet, improving credit profile and access to capital position us well to grow the Company on an accretive basis."

The Company's long-term debt at September 30, 2016 was as follows (in thousands):  



At September 30, 2016


Senior Secured Credit Facility:





     Term Loan A Facility


$

292,500


     Term Loan B Facility



1,840,750


     Revolving Credit Facility




5.625% Senior Notes due 2024



1,050,000


4.50% Senior Notes due 2026



500,000


Total principal amount of long-term debt



3,683,250


Less: unamortized debt issuance costs



(62,569)


Total long-term debt, net of unamortized debt issuance costs


$

3,620,681


Conference Call Details

MGP will host a conference call at 12:30 p.m. Eastern Time today which will include a brief discussion of these results followed by a question and answer period. The call will be accessible via the Internet through www.mgmgrowthproperties.com under the Investors section or by calling 1-888-317-6003 for domestic callers and 1-412-317-6061 for international callers. The conference call access code is 7848227. A replay of the call will be available through Monday, November 14, 2016. The replay may be accessed by dialing 1-877-344-7529 or 1-412-317-0088. The replay access code is 10095499. The call will be archived at www.mgmgrowthproperties.com. In addition, MGP will post supplemental slides today on its website at www.mgmgrowthproperties.com/events-and-presentations for reference during its November 7, 2016 earnings call.

  1. Funds From Operations ("FFO") is net income (computed in accordance with U.S. GAAP), excluding gains and losses from sales or disposals of property (presented as property transactions, net), plus real estate depreciation, as defined by the National Association of Real Estate Investment Trusts ("NAREIT").
  2. Adjusted Funds From Operations ("AFFO") is FFO as adjusted for amortization of financing costs and the net amortization of the above market lease, non-cash compensation expense, acquisition related expenses, provision for income taxes and the net effect of straight-line rents.
  3. Adjusted EBITDA is net income (computed in accordance with U.S. GAAP), excluding gains and losses from sales or disposals of property (presented as property transactions, net), plus real estate depreciation, interest expense (including amortization of financing costs and the net amortization of the above market lease), non-cash compensation expense, acquisition related expenses, provision for income taxes and the net effect of straight-line rents.

Management believes that FFO, FFO per unit, AFFO, AFFO per unit and Adjusted EBITDA are useful supplemental performance measures that have not been prepared in conformity with accounting principles generally accepted in the United States ("U.S. GAAP") 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 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 more 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, beginning with the third quarter of 2016, the Company revised its calculations of 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. This revision to such calculations had no significant impact on our AFFO and Adjusted EBITDA as reported in prior periods.

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 to GAAP net income (loss) 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 currently owns a portfolio of properties acquired from MGM Resorts, consisting of ten premier destination resorts in Las Vegas and elsewhere across the United States and one dining and entertainment complex which opened in April 2016. As of December 31, 2015, these properties collectively comprise 27,233 hotel rooms, approximately 2.6 million convention square footage, over 100 retail outlets, over 200 food and beverage outlets and over 20 entertainment venues. 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 that MGM Resorts or other entertainment providers may develop in the future. 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. Examples of these statements include, but are not limited to, MGP's expectations regarding its ability to meet its financial and strategic goals and MGP's ability to further grow its portfolio on an accretive basis. These forward-looking statements involve a number of risks and uncertainties. Among 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 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.

MGM GROWTH PROPERTIES LLC 

CONDENSED COMBINED AND CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except share and per share amounts)

(Unaudited)










Three Months Ended


Nine Months Ended


September 30, 


September 30, 


2016


2015


2016


2015

Revenues








Rental revenue

$ 154,809


$       —


$ 256,062


$         —

Property taxes reimbursed by Tenant

17,690



27,340



172,499



283,402


Expenses








Depreciation

54,260


54,188


158,860


145,805

Property transactions, net

1,442



2,651


Property taxes

17,690


12,058


44,231


37,439

Property insurance


2,529


2,943


7,822

Amortization of above market lease, net

114



114


Acquisition-related expenses

9,500



10,099


General and administrative

2,701



6,490



85,707


68,775


225,388


191,066

Operating income (loss)

86,792


(68,775)


58,014


(191,066)

Interest expense

42,839



72,314


Other non-operating

367



439


Income (loss) before income taxes

43,586


(68,775)


(14,739)


(191,066)

Provision for income taxes

(915)



(915)


Net income (loss)

42,671


(68,775)


(15,654)


(191,066)

Less: Net (income) loss attributable to noncontrolling interest

(32,080)


68,775


33,198


191,066

Net income attributable to Class A shareholders

$   10,591


$       —


$   17,544


$         —









Net income per share attributable to Class A shareholders:








Basic

$       0.18


 N/A 


$       0.31


 N/A 

Diluted

$       0.18


 N/A 


$       0.30


 N/A 

 

MGM GROWTH PROPERTIES LLC

CONDENSED COMBINED AND CONSOLIDATED BALANCE SHEETS

(In thousands, except share amounts)

(Unaudited)










September 30,


September 30,


2016


2015





      ASSETS

Real estate investments, net

$           9,122,208


$           7,793,639

Cash and cash equivalents

340,284


Tenant and other receivables, net

5,654


Prepaid expenses and other assets

10,861


Above market lease, asset

46,555


Total assets

$           9,525,562


$           7,793,639





LIABILITIES AND SHAREHOLDERS' EQUITY

Liabilities




Debt, net

$           3,620,681


$                       —

Due to MGM Resorts International and affiliates

211


Accounts payable, accrued expenses and other liabilities

8,247


Above market lease, liability

48,179


Accrued interest

29,716


Dividend payable

94,109


Deferred revenue

51,092


Deferred income taxes, net

24,828


1,734,680

     Total liabilities

3,877,063


1,734,680

Commitments and contingencies




Shareholders' equity




Class A shares: no par value, 1,000,000,000 shares authorized, 57,500,000 and 100 shares issued and outstanding as of September 30, 2016 and December 31, 2015, respectively


Additional paid-in capital

1,363,087


Accumulated deficit

(19,871)


Predecessor net Parent investment


6,058,959

Total Class A shareholders' equity

1,343,216


6,058,959

Noncontrolling interest

4,305,283


     Total shareholder's equity

5,648,499


6,058,959

     Total liabilities and equity

$           9,525,562


$           7,793,639

 

The following table summarizes the combined and consolidated results of operations of MGP for the nine months ended September 30, 2016:

 



Nine Months


Less:





Ended September
30, 2016


Activity prior to
IPO Date


IPO Date to
September 30, 2016



(In thousands, except unit and per unit amounts)

Revenues







Rental revenue


$        256,062


$               —


$        256,062

Property taxes reimbursed by Tenant


27,340



27,340



283,402



283,402

Expenses







Depreciation


158,860


63,675


95,185

Property transactions, net


2,651


874


1,777

Property taxes


44,231


16,891


27,340

Property insurance


2,943


2,943


Amortization of above market lease, net


114



114

Acquisition-related expenses


10,099



10,099

General and administrative


6,490



6,490



225,388


84,383


141,005

Operating income (loss)


58,014


(84,383)


142,397

Interest expense


72,314



72,314

Other non-operating


439



439

Income (loss) before income taxes


(14,739)


(84,383)


69,644

Provision for income taxes


(915)



(915)

Net income (loss)


(15,654)


(84,383)


68,729

Less: Net (income) loss attributable to noncontrolling interest


33,198


84,383


(51,185)

Net income attributable to Class A shareholders


$          17,544


$               —


$          17,544








Reconciliation of Non-GAAP Financial Measures







Net income (loss)


$        (15,654)


$       (84,383)


$          68,729

Real estate depreciation


158,860


63,675


95,185

Property transactions, net


2,651


874


1,777

Funds From Operations


145,857


(19,834)


165,691

Amortization of financing costs


4,392



4,392

Non-cash compensation expense


326



326

Net effect of straight-line rent


(1,062)



(1,062)

Acquisition-related expenses


10,099



10,099

Amortization of above market lease, net


114



114

Provision for income taxes


915




915

Adjusted Funds From Operations  


160,641


(19,834)


180,475

Interest expense


72,314



72,314

Amortization of financing costs


(4,392)



(4,392)

Adjusted EBITDA


$        228,563


$       (19,834)


$        248,397








Weighted average Operating Partnership units outstanding







Basic






225,997,423

Diluted






226,243,088

FFO per Operating Partnership unit







Diluted






$              0.73

AFFO per Operating Partnership unit







Diluted






$              0.80

 

 

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SOURCE MGM Growth Properties

For further information: MGP CONTACTS: Investment Community, ANDY CHIEN,Chief Financial Officer, MGM Growth Properties LLC, (702) 669-1470, News Media, CLARK DUMONT, Senior Vice President of Corporate Communications, MGM Resorts International, (702) 692-6888 or cdumont@mgmresorts.com