Cover page
Cover page - USD ($) $ in Billions | 12 Months Ended | ||
Dec. 31, 2020 | Feb. 18, 2021 | Jun. 30, 2020 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2020 | ||
Document Transition Report | false | ||
Entity File Number | 001-37733 | ||
Entity Registrant Name | MGM Growth Properties LLC | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 47-5513237 | ||
Entity Address, Address Line One | 1980 Festival Plaza Drive | ||
Entity Address, Address Line Two | Suite 750 | ||
Entity Address, City or Town | Las Vegas | ||
Entity Address, State or Province | NV | ||
Entity Address, Postal Zip Code | 89135 | ||
City Area Code | 702 | ||
Local Phone Number | 669-1480 | ||
Title of 12(b) Security | Class A Shares, no par value | ||
Trading Symbol | MGP | ||
Security Exchange Name | NYSE | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntarily Files | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Small Business | false | ||
Entity Emerging Growth | false | ||
Public Float | $ 3.6 | ||
Entity Common Stock, Shares Outstanding | 131,459,651 | ||
Documents Incorporated by Reference | Portions of the MGM Growth Properties LLC’s definitive Proxy Statement for its 2021 Annual Meeting of Stockholders are incorporated by reference into Part III of this Form 10-K. | ||
Amendment Flag | false | ||
Document Fiscal Year Focus | 2020 | ||
Document Fiscal Period Focus | FY | ||
Entity Central Index Key | 0001656936 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Shell Company | false | ||
MGP Operating Partnership | |||
Document Information [Line Items] | |||
Entity File Number | 333-215571 | ||
Entity Registrant Name | MGM Growth Properties Operating Partnership LP | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 81-1162318 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntarily Files | Yes | ||
Entity Current Reporting Status | No | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | false | ||
Entity Emerging Growth | false | ||
Entity Central Index Key | 0001691299 | ||
Entity Shell Company | false |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
ASSETS | ||
Real estate investments, net | $ 8,310,737 | $ 10,827,972 |
Lease incentive asset | 507,161 | 527,181 |
Investment in unconsolidated affiliate | 810,066 | 0 |
Cash and cash equivalents | 626,385 | 202,101 |
Prepaid expenses and other assets | 25,525 | 31,485 |
Above market lease, asset | 39,867 | 41,440 |
Operating lease right-of-use assets | 280,565 | 280,093 |
Total assets | 10,600,306 | 11,910,272 |
Liabilities | ||
Debt, net | 4,168,959 | 4,307,354 |
Due to MGM Resorts International and affiliates | 316 | 774 |
Accounts payable, accrued expenses and other liabilities | 124,109 | 37,421 |
Accrued interest | 48,505 | 42,904 |
Dividend and distribution payable | 136,484 | 147,349 |
Deferred revenue | 156,760 | 108,593 |
Deferred income taxes, net | 33,298 | 29,909 |
Operating lease liabilities | 341,133 | 337,956 |
Total liabilities | 5,009,564 | 5,012,260 |
Commitments and contingencies (Note 13) | ||
Shareholders' equity | ||
Class A shares: no par value, 1,000,000,000 shares authorized, 131,459,651 and 113,806,820 shares issued and outstanding as of December 31, 2020 and December 31, 2019, respectively | 0 | 0 |
Additional paid-in capital | 3,114,331 | 2,766,325 |
Accumulated deficit | (422,897) | (244,381) |
Accumulated other comprehensive loss | (51,197) | (7,045) |
Total Class A shareholders' equity | 2,640,237 | 2,514,899 |
Noncontrolling interest | 2,950,505 | 4,383,113 |
Total shareholders' equity | 5,590,742 | 6,898,012 |
Partners’ capital | ||
Total liabilities and shareholders' equity | 10,600,306 | 11,910,272 |
MGP Operating Partnership | ||
ASSETS | ||
Real estate investments, net | 8,310,737 | 10,827,972 |
Lease incentive asset | 507,161 | 527,181 |
Investment in unconsolidated affiliate | 810,066 | 0 |
Cash and cash equivalents | 626,385 | 202,101 |
Prepaid expenses and other assets | 25,525 | 31,485 |
Above market lease, asset | 39,867 | 41,440 |
Operating lease right-of-use assets | 280,565 | 280,093 |
Total assets | 10,600,306 | 11,910,272 |
Liabilities | ||
Debt, net | 4,168,959 | 4,307,354 |
Due to MGM Resorts International and affiliates | 316 | 774 |
Accounts payable, accrued expenses and other liabilities | 124,109 | 37,421 |
Accrued interest | 48,505 | 42,904 |
Dividend and distribution payable | 136,484 | 147,349 |
Deferred revenue | 156,760 | 108,593 |
Deferred income taxes, net | 33,298 | 29,909 |
Operating lease liabilities | 341,133 | 337,956 |
Total liabilities | 5,009,564 | 5,012,260 |
Commitments and contingencies (Note 13) | ||
Partners’ capital | ||
General partner | 0 | 0 |
Limited partners: 279,966,531 and 313,509,363 Operating Partnership units issued and outstanding as of December 31, 2020 and December 31, 2019, respectively. | 5,590,742 | 6,898,012 |
Total partners’ capital | 5,590,742 | 6,898,012 |
Total liabilities and shareholders' equity | $ 10,600,306 | $ 11,910,272 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - shares | Dec. 31, 2020 | Dec. 31, 2019 |
MGP Operating Partnership | ||
Units Issued (in shares) | 279,966,531 | 313,509,363 |
Units Outstanding (in shares) | 279,966,531 | 313,509,363 |
Class A Shares | ||
Common stock, shares authorized (in shares) | 1,000,000,000 | |
Common stock, shares issued (in shares) | 131,459,651 | 113,806,820 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Revenues | |||
Total revenues | $ 792,597 | $ 881,078 | $ 869,495 |
Expenses | |||
Depreciation | 236,853 | 294,705 | 266,622 |
Property transactions, net | 195,182 | 10,844 | 20,319 |
Ground lease expense and other | 23,681 | 23,681 | 119,531 |
Amortization of above market lease, net | 0 | 0 | 686 |
Acquisition-related expenses | 980 | 10,165 | 6,149 |
General and administrative | 16,076 | 16,516 | 16,048 |
Expenses, net | 472,772 | 355,911 | 429,355 |
Non-operating income (expense) | |||
Income from unconsolidated affiliate | 89,056 | 0 | 0 |
Interest income | 4,345 | 3,219 | 2,501 |
Interest expense | (228,786) | (249,944) | (215,532) |
Gain (loss) on unhedged interest rate swaps, net | 4,664 | (3,880) | 0 |
Other | (18,999) | (7,615) | (7,191) |
Non-operating income (expense) | (149,720) | (258,220) | (220,222) |
Income from continuing operations before income taxes | 170,105 | 266,947 | 219,918 |
Provision for income taxes | (9,734) | (7,598) | (5,779) |
Income from continuing operations, net of tax | 160,371 | 259,349 | 214,139 |
Income from discontinued operations, net of tax - basic and diluted | 0 | 16,216 | 30,563 |
Net income | 160,371 | 275,565 | 244,702 |
Less: Net income attributable to noncontrolling interest | (84,242) | (185,305) | (177,637) |
Net income attributable to Class A shareholders | $ 76,129 | $ 90,260 | $ 67,065 |
Weighted average Class A shares outstanding: | |||
Basic (in shares) | 129,491 | 93,047 | 70,998 |
Diluted (in shares) | 129,653 | 93,299 | 71,186 |
Rental revenue | |||
Revenues | |||
Total revenues | $ 768,442 | $ 856,421 | $ 746,253 |
Ground lease and other | |||
Revenues | |||
Total revenues | 24,155 | 24,657 | 123,242 |
MGP Operating Partnership | |||
Revenues | |||
Total revenues | 792,597 | 881,078 | 869,495 |
Expenses | |||
Depreciation | 236,853 | 294,705 | 266,622 |
Property transactions, net | 195,182 | 10,844 | 20,319 |
Ground lease expense and other | 23,681 | 23,681 | 119,531 |
Amortization of above market lease, net | 0 | 0 | 686 |
Acquisition-related expenses | 980 | 10,165 | 6,149 |
General and administrative | 16,076 | 16,516 | 16,048 |
Expenses, net | 472,772 | 355,911 | 429,355 |
Non-operating income (expense) | |||
Income from unconsolidated affiliate | 89,056 | 0 | 0 |
Interest income | 4,345 | 3,219 | 2,501 |
Interest expense | (228,786) | (249,944) | (215,532) |
Gain (loss) on unhedged interest rate swaps, net | 4,664 | (3,880) | 0 |
Other | (18,999) | (7,615) | (7,191) |
Non-operating income (expense) | (149,720) | (258,220) | (220,222) |
Income from continuing operations before income taxes | 170,105 | 266,947 | 219,918 |
Provision for income taxes | (9,734) | (7,598) | (5,779) |
Income from continuing operations, net of tax | 160,371 | 259,349 | 214,139 |
Income from discontinued operations, net of tax - basic and diluted | 0 | 16,216 | 30,563 |
Net income | $ 160,371 | $ 275,565 | $ 244,702 |
Weighted average Operating Partnership units outstanding: | |||
Basic (in units) | 310,688 | 293,885 | 266,132 |
Diluted (in units) | 310,850 | 294,137 | 266,320 |
Net income per Operating Partnership unit (basic) (in dollars per share) | $ 0.52 | $ 0.94 | $ 0.92 |
Net income per Operating Partnership unit (diluted) (in dollars per share) | 0.52 | 0.94 | 0.92 |
MGP Operating Partnership | Continuing Operations | |||
Weighted average Operating Partnership units outstanding: | |||
Net income per Operating Partnership unit (basic) (in dollars per share) | 0.52 | 0.88 | 0.80 |
Net income per Operating Partnership unit (diluted) (in dollars per share) | 0.52 | 0.88 | 0.80 |
MGP Operating Partnership | Discontinued Operations | |||
Weighted average Operating Partnership units outstanding: | |||
Net income per Operating Partnership unit (basic) (in dollars per share) | 0 | 0.06 | 0.12 |
Net income per Operating Partnership unit (diluted) (in dollars per share) | $ 0 | $ 0.06 | $ 0.12 |
MGP Operating Partnership | Rental revenue | |||
Revenues | |||
Total revenues | $ 768,442 | $ 856,421 | $ 746,253 |
MGP Operating Partnership | Ground lease and other | |||
Revenues | |||
Total revenues | $ 24,155 | $ 24,657 | $ 123,242 |
Class A Shares | |||
Per Class A share data | |||
Income from continuing operations per Class A share (basic) (in dollars per share) | $ 0.59 | $ 0.92 | $ 0.83 |
Income from discontinued operations per Class A share (basic) (in dollars per share) | 0 | 0.05 | 0.11 |
Earnings per Class A share (basic) (in dollars per share) | 0.59 | 0.97 | 0.94 |
Income from continuing operations per Class A share (diluted) (in dollars per share) | 0.59 | 0.92 | 0.83 |
Income from discontinued operations per Class A share (diluted) (in dollars per share) | 0 | 0.05 | 0.11 |
Earnings per Class A share (diluted) (in dollars per share) | $ 0.59 | $ 0.97 | $ 0.94 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Net income | $ 160,371 | $ 275,565 | $ 244,702 |
Other comprehensive income (loss) | (89,624) | (35,198) | 4,128 |
Comprehensive income | 70,747 | 240,367 | 248,830 |
Less: Comprehensive income attributable to noncontrolling interests | (29,455) | (159,639) | (180,665) |
Comprehensive income attributable to Class A shareholders | 41,292 | 80,728 | 68,165 |
MGP Operating Partnership | |||
Net income | 160,371 | 275,565 | 244,702 |
Other comprehensive income (loss) | (89,624) | (35,198) | 4,128 |
Comprehensive income | $ 70,747 | $ 240,367 | $ 248,830 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Cash flows from operating activities | |||
Net income | $ 160,371 | $ 275,565 | $ 244,702 |
Adjustments to reconcile net income to net cash provided by operating activities: | |||
Income from discontinued operations, net | 0 | (16,216) | (30,563) |
Depreciation | 236,853 | 294,705 | 266,622 |
Property transactions, net | 195,182 | 10,844 | 20,319 |
Amortization of financing costs | 10,024 | 12,733 | 12,031 |
Loss on retirement of debt | 18,129 | 6,161 | 2,736 |
Non-cash ground lease, net | 1,036 | 1,038 | 686 |
Deemed contributions - tax sharing agreement | 6,172 | 7,008 | 5,745 |
Straight-line rental revenues, excluding amortization of lease incentive asset | 51,679 | 41,447 | 20,680 |
Amortization of lease incentive asset | 20,020 | 16,360 | 0 |
Amortization of deferred revenue on non-normal tenant improvements | (1,511) | (2,013) | (3,711) |
Amortization of cash flow hedges | 9,993 | 0 | 0 |
(Gain) loss on unhedged interest rate swaps, net | (4,664) | 3,880 | 0 |
Share-based compensation | 2,854 | 2,277 | 2,093 |
Deferred income taxes | 3,389 | (3,725) | 5,090 |
Income from unconsolidated affiliate | (89,056) | 0 | 0 |
Distributions from unconsolidated affiliate | 80,990 | 0 | 0 |
Park MGM Transaction | 0 | (605,625) | 0 |
Distributions received from discontinued operations and other | 0 | 40,165 | 2,801 |
Change in operating assets and liabilities: | |||
Prepaid expenses and other assets | 352 | 363 | (629) |
Due to MGM Resorts International and affiliates | (458) | 547 | (735) |
Accounts payable, accrued expenses and other liabilities | (3,255) | (1,616) | 5,403 |
Accrued interest | 5,601 | 16,808 | 3,531 |
Net cash provided by operating activities - continuing operations | 703,701 | 100,706 | 556,801 |
Cash flows from investing activities | |||
Proceeds from sale of Mandalay Bay real estate assets, net | 58,615 | 0 | 0 |
Proceeds from Northfield OpCo Transaction | 0 | 3,779 | 0 |
Capital expenditures for property and equipment | 0 | 0 | (192) |
Acquisition of Northfield | 0 | 0 | (1,068,336) |
Net cash provided by (used in) investing activities - continuing operations | 58,615 | 3,779 | (1,068,528) |
Cash flows from financing activities | |||
Net borrowings (repayments) under bank credit facility | (1,693,750) | (1,115,375) | 727,750 |
Proceeds from issuance of bridge loan facility | 1,304,625 | 0 | 0 |
Proceeds from issuance of debt | 1,550,000 | 750,000 | 0 |
Deferred financing costs | (20,653) | (9,983) | (17,490) |
Repayment of assumed debt and bridge facilities | 0 | (245,950) | 0 |
Proceeds from issuance of Class A shares, net | 524,616 | 1,250,006 | 0 |
Redemption of Operating Partnership units | (1,400,000) | 0 | 0 |
Dividends and distributions paid | (601,719) | (533,735) | (454,260) |
Other | (1,151) | (1,342) | 0 |
Net cash provided by (used in) financing activities - continuing operations | (338,032) | 93,621 | 256,000 |
Cash flows from discontinued operations, net | |||
Cash flows provided by operating activities, net | 0 | 15,591 | 23,406 |
Cash flows provided by (used in) investing activities, net | 0 | (12) | 32,416 |
Cash flows used in financing activities, net | 0 | (37,900) | 0 |
Net cash provided by (used in) discontinued operations | 0 | (22,321) | 55,822 |
Change in cash and cash equivalents classified as assets held for sale | 0 | (22,321) | 55,822 |
Cash and cash equivalents | |||
Net increase (decrease) for the period | 424,284 | 198,106 | (255,727) |
Balance, beginning of period | 202,101 | 3,995 | 259,722 |
Balance, end of period | 626,385 | 202,101 | 3,995 |
Supplemental cash flow disclosures | |||
Interest paid | 203,168 | 220,616 | 199,429 |
Non-cash investing and financing activities | |||
Accrual of dividend and distribution payable to Class A shareholders and Operating Partnership unit holders | 136,484 | 147,349 | 119,055 |
Non-Normal Tenant Improvements by tenant | 0 | 0 | 19,316 |
MGP BREIT Venture assumption of bridge loan facility | 1,304,625 | 0 | 0 |
Northfield OpCo | |||
Non-cash investing and financing activities | |||
Investment in MGP BREIT Venture | 0 | 301,373 | 0 |
Empire City Casino | |||
Non-cash investing and financing activities | |||
Empire City Transaction assets acquired | 0 | 625,000 | 0 |
MGP BREIT Venture Transaction | |||
Non-cash investing and financing activities | |||
Redemption of Operating Partnership units relating to Northfield OpCo Transaction | 802,000 | 0 | 0 |
MGP Operating Partnership | |||
Cash flows from operating activities | |||
Net income | 160,371 | 275,565 | 244,702 |
Adjustments to reconcile net income to net cash provided by operating activities: | |||
Income from discontinued operations, net | 0 | (16,216) | (30,563) |
Depreciation | 236,853 | 294,705 | 266,622 |
Property transactions, net | 195,182 | 10,844 | 20,319 |
Amortization of financing costs | 10,024 | 12,733 | 12,031 |
Loss on retirement of debt | 18,129 | 6,161 | 2,736 |
Non-cash ground lease, net | 1,036 | 1,038 | 686 |
Deemed contributions - tax sharing agreement | 6,172 | 7,008 | 5,745 |
Straight-line rental revenues, excluding amortization of lease incentive asset | 51,679 | 41,447 | 20,680 |
Amortization of lease incentive asset | 20,020 | 16,360 | 0 |
Amortization of deferred revenue on non-normal tenant improvements | (1,511) | (2,013) | (3,711) |
(Gain) loss on unhedged interest rate swaps, net | (4,664) | 3,880 | 0 |
Share-based compensation | 2,854 | 2,277 | 2,093 |
Deferred income taxes | 3,389 | (3,725) | 5,090 |
Income from unconsolidated affiliate | (89,056) | 0 | 0 |
Distributions from unconsolidated affiliate | 80,990 | 0 | 0 |
Park MGM Transaction | 0 | (605,625) | 0 |
Distributions received from discontinued operations and other | 0 | 40,165 | 2,801 |
Change in operating assets and liabilities: | |||
Prepaid expenses and other assets | 352 | 363 | (629) |
Due to MGM Resorts International and affiliates | (458) | 547 | (735) |
Accounts payable, accrued expenses and other liabilities | (3,255) | (1,616) | 5,403 |
Accrued interest | 5,601 | 16,808 | 3,531 |
Net cash provided by operating activities - continuing operations | 703,701 | 100,706 | 556,801 |
Cash flows from investing activities | |||
Proceeds from sale of Mandalay Bay real estate assets, net | 58,615 | 0 | 0 |
Proceeds from Northfield OpCo Transaction | 0 | 3,779 | 0 |
Capital expenditures for property and equipment | 0 | 0 | (192) |
Acquisition of Northfield | 0 | 0 | (1,068,336) |
Net cash provided by (used in) investing activities - continuing operations | 58,615 | 3,779 | (1,068,528) |
Cash flows from financing activities | |||
Net borrowings (repayments) under bank credit facility | (1,693,750) | (1,115,375) | 727,750 |
Proceeds from issuance of bridge loan facility | 1,304,625 | 0 | 0 |
Proceeds from issuance of debt | 1,550,000 | 750,000 | 0 |
Deferred financing costs | (20,653) | (9,983) | (17,490) |
Repayment of assumed debt and bridge facilities | 0 | (245,950) | 0 |
Proceeds from issuance of Class A shares, net | 524,616 | 1,250,006 | 0 |
Redemption of Operating Partnership units | (1,400,000) | 0 | 0 |
Dividends and distributions paid | (601,719) | (533,735) | (454,260) |
Other | (1,151) | (1,342) | 0 |
Net cash provided by (used in) financing activities - continuing operations | (338,032) | 93,621 | 256,000 |
Cash flows from discontinued operations, net | |||
Cash flows provided by operating activities, net | 0 | 15,591 | 23,406 |
Cash flows provided by (used in) investing activities, net | 0 | (12) | 32,416 |
Cash flows used in financing activities, net | 0 | (37,900) | 0 |
Net cash provided by (used in) discontinued operations | 0 | (22,321) | 55,822 |
Change in cash and cash equivalents classified as assets held for sale | 0 | (22,321) | 55,822 |
Cash and cash equivalents | |||
Net increase (decrease) for the period | 424,284 | 198,106 | (255,727) |
Balance, beginning of period | 202,101 | 3,995 | 259,722 |
Balance, end of period | 626,385 | 202,101 | 3,995 |
Supplemental cash flow disclosures | |||
Interest paid | 203,168 | 220,616 | 199,429 |
Non-cash investing and financing activities | |||
Accrual of dividend and distribution payable to Class A shareholders and Operating Partnership unit holders | 136,484 | 147,349 | 119,055 |
Non-Normal Tenant Improvements by tenant | 0 | 0 | 19,316 |
MGP BREIT Venture assumption of bridge loan facility | 1,304,625 | 0 | 0 |
MGP Operating Partnership | Northfield OpCo | |||
Non-cash investing and financing activities | |||
Redemption of Operating Partnership units relating to Northfield OpCo Transaction | 0 | 301,373 | 0 |
MGP Operating Partnership | Empire City Casino | |||
Non-cash investing and financing activities | |||
Empire City Transaction assets acquired | 0 | 625,000 | 0 |
MGP Operating Partnership | MGP BREIT Venture Transaction | |||
Non-cash investing and financing activities | |||
Investment in MGP BREIT Venture | $ 802,000 | $ 0 | $ 0 |
Consolidated Statements of Shar
Consolidated Statements of Shareholders' Equity - USD ($) $ in Thousands | Total | Class A Shares | Additional Paid-in Capital | Accumulated Deficit | Accumulated Other Comprehensive Income (Loss) | Total Class A Shareholders' Equity | Noncontrolling Interest | Empire City Casino | Empire City CasinoAdditional Paid-in Capital | Empire City CasinoAccumulated Other Comprehensive Income (Loss) | Empire City CasinoTotal Class A Shareholders' Equity | Empire City CasinoNoncontrolling Interest | Park MGM Lease Transaction | Park MGM Lease TransactionAdditional Paid-in Capital | Park MGM Lease TransactionAccumulated Other Comprehensive Income (Loss) | Park MGM Lease TransactionTotal Class A Shareholders' Equity | Park MGM Lease TransactionNoncontrolling Interest | |
Balance at Dec. 31, 2017 | $ 6,067,739 | $ 0 | $ 1,716,490 | $ (94,948) | $ 3,108 | $ 1,624,650 | $ 4,443,089 | |||||||||||
Balance (in shares) at Dec. 31, 2017 | 70,897,000 | |||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||
Net income | 244,702 | 67,065 | 67,065 | 177,637 | ||||||||||||||
Redemption of temporary equity | 0 | |||||||||||||||||
Cash flow hedges* | 4,128 | 1,100 | 1,100 | 3,028 | ||||||||||||||
Share-based compensation* | 2,093 | 558 | 558 | 1,535 | ||||||||||||||
Deemed contribution - tax sharing agreement* | 5,745 | 5,745 | ||||||||||||||||
Dividends and distributions declared | (461,582) | (123,025) | (123,025) | (338,557) | ||||||||||||||
Other (in shares) | 14,000 | |||||||||||||||||
Other* | (17,319) | (4,377) | (4,377) | (12,942) | ||||||||||||||
Balance at Dec. 31, 2018 | 5,845,506 | $ 0 | 1,712,671 | (150,908) | 4,208 | 1,565,971 | 4,279,535 | |||||||||||
Balance (in shares) at Dec. 31, 2018 | 70,911,000 | |||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||
Net income | 275,565 | 90,260 | 90,260 | 185,305 | ||||||||||||||
Issuance of Class A shares | 1,250,006 | 1,051,094 | (1,512) | 1,049,582 | 200,424 | |||||||||||||
Issuance of Class A shares (in shares) | 42,819,000 | |||||||||||||||||
Redemption of temporary equity | 0 | |||||||||||||||||
Transactions | $ 379,050 | $ 23,940 | $ (195) | $ 23,745 | $ 355,305 | $ 31,875 | $ 2,512 | $ (16) | $ 2,496 | $ 29,379 | ||||||||
Northfield OpCo Transaction | (298,957) | (27,441) | 2 | (27,439) | (271,518) | |||||||||||||
Cash flow hedges* | (35,198) | (9,532) | (9,532) | (25,666) | ||||||||||||||
Share-based compensation* | 2,277 | 728 | 728 | 1,549 | ||||||||||||||
Deemed contribution - tax sharing agreement* | 7,008 | 7,008 | ||||||||||||||||
Dividends and distributions declared | (562,029) | (183,733) | (183,733) | (378,296) | ||||||||||||||
Other (in shares) | 77,000 | |||||||||||||||||
Other* | 2,909 | 2,821 | 2,821 | 88 | ||||||||||||||
Balance at Dec. 31, 2019 | 6,898,012 | $ 0 | 2,766,325 | (244,381) | (7,045) | 2,514,899 | 4,383,113 | |||||||||||
Balance (in shares) at Dec. 31, 2019 | 113,807,000 | |||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||
Net income | 160,371 | |||||||||||||||||
Net income | [1] | 148,292 | 76,129 | 76,129 | 72,163 | |||||||||||||
Issuance of Class A shares | [1] | 506,198 | 443,363 | (646) | 442,717 | 63,481 | ||||||||||||
Issuance of Class A shares (in shares) | [1] | 17,524,000 | ||||||||||||||||
MGP BREIT Venture Transaction* | [1] | 63,904 | 8,228 | 59 | 8,287 | 55,617 | ||||||||||||
Redemption of temporary equity | [1] | (7,532) | (106,151) | (8,773) | (114,924) | 107,392 | ||||||||||||
Reclassification and remeasurements of temporary equity* | [1] | (1,405,058) | (1,405,058) | |||||||||||||||
Cash flow hedges* | [1] | (76,629) | (34,837) | (34,837) | (41,792) | |||||||||||||
Share-based compensation* | [1] | 2,562 | 1,200 | 1,200 | 1,362 | |||||||||||||
Deemed contribution - tax sharing agreement* | [1] | 5,125 | 5,125 | |||||||||||||||
Dividends and distributions declared | [1] | (543,966) | (254,645) | (254,645) | (289,321) | |||||||||||||
Other (in shares) | [1] | 129,000 | ||||||||||||||||
Other* | [1] | (166) | 1,366 | 45 | 1,411 | (1,577) | ||||||||||||
Balance at Dec. 31, 2020 | $ 5,590,742 | $ 0 | $ 3,114,331 | $ (422,897) | $ (51,197) | $ 2,640,237 | $ 2,950,505 | |||||||||||
Balance (in shares) at Dec. 31, 2020 | 131,460,000 | |||||||||||||||||
[1] | Excludes amounts attributable to redeemable noncontrolling interest. See Note 2. |
Consolidated Statements of Sh_2
Consolidated Statements of Shareholders' Equity (Parenthetical) - $ / shares | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Statement of Stockholders' Equity [Abstract] | |||
Dividend declared (in dollars per share) | $ 1.9375 | $ 1.8725 | $ 1.7350 |
Consolidated Statements of Part
Consolidated Statements of Partners' Capital - USD ($) $ in Thousands | Total | MGP Operating Partnership | MGP Operating PartnershipGeneral Partner | MGP Operating PartnershipLimited Partners | Empire City CasinoMGP Operating Partnership | Empire City CasinoMGP Operating PartnershipLimited Partners | Park MGM Lease TransactionMGP Operating Partnership | Park MGM Lease TransactionMGP Operating PartnershipLimited Partners | ||||
Beginning balance at Dec. 31, 2017 | $ 6,067,739 | $ 0 | $ 6,067,739 | |||||||||
Increase (Decrease) in Partners' Capital [Roll Forward] | ||||||||||||
Net income | $ 244,702 | 244,702 | 244,702 | |||||||||
Cash flow hedges | 4,128 | 4,128 | 4,128 | |||||||||
Share-based compensation* | 2,093 | 2,093 | 2,093 | |||||||||
Deemed contribution - tax sharing agreement | 5,745 | 5,745 | 5,745 | |||||||||
Dividends and distributions declared | (461,582) | (461,582) | ||||||||||
Other* | (17,319) | (17,319) | ||||||||||
Ending balance at Dec. 31, 2018 | 5,845,506 | 0 | 5,845,506 | |||||||||
Increase (Decrease) in Partners' Capital [Roll Forward] | ||||||||||||
Net income | 275,565 | 275,565 | 275,565 | |||||||||
Issuance of Operating Partnership units* | 1,250,006 | 1,250,006 | ||||||||||
Transactions | $ 379,050 | $ 379,050 | $ 31,875 | $ 31,875 | ||||||||
Northfield OpCo Transaction | (298,957) | (298,957) | ||||||||||
Cash flow hedges | (35,198) | (35,198) | (35,198) | |||||||||
Share-based compensation* | 2,277 | 2,277 | 2,277 | |||||||||
Deemed contribution - tax sharing agreement | 7,008 | 7,008 | 7,008 | |||||||||
Dividends and distributions declared | (562,029) | (562,029) | ||||||||||
Other* | 2,909 | 2,909 | ||||||||||
Ending balance at Dec. 31, 2019 | 6,898,012 | 0 | 6,898,012 | |||||||||
Increase (Decrease) in Partners' Capital [Roll Forward] | ||||||||||||
Net income | 160,371 | 160,371 | ||||||||||
Net income | 148,292 | [1] | 148,292 | [2] | 148,292 | [2] | ||||||
Issuance of Operating Partnership units* | [2] | 506,198 | 506,198 | |||||||||
MGP BREIT Venture Transaction* | [2] | 63,904 | 63,904 | |||||||||
Redemption of temporary equity | (7,532) | [1] | (7,532) | [2] | (7,532) | [2] | ||||||
Reclassification and remeasurements of temporary equity* | (1,405,058) | [1] | (1,405,058) | [2] | (1,405,058) | [2] | ||||||
Cash flow hedges | (89,624) | (89,624) | ||||||||||
Cash flow hedges | [2] | (76,629) | (76,629) | |||||||||
Share-based compensation* | 2,562 | [1] | 2,562 | [2] | 2,562 | [2] | ||||||
Deemed contribution - tax sharing agreement | $ 5,125 | [1] | 5,125 | [2] | 5,125 | [2] | ||||||
Dividends and distributions declared | [2] | (543,966) | (543,966) | |||||||||
Other* | [2] | (166) | (166) | |||||||||
Ending balance at Dec. 31, 2020 | $ 5,590,742 | $ 0 | $ 5,590,742 | |||||||||
[1] | Excludes amounts attributable to redeemable noncontrolling interest. See Note 2. | |||||||||||
[2] | Excludes amounts attributable to redeemable noncontrolling interest. See Note 2. |
Consolidated Statements of Pa_2
Consolidated Statements of Partners' Capital (Parenthetical) - $ / shares | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Dividend declared (in dollars per share) | $ 1.9375 | $ 1.8725 | $ 1.7350 |
MGP Operating Partnership | |||
Dividend declared (in dollars per share) | $ 1.9375 | $ 1.8725 | $ 1.7350 |
Business
Business | 12 Months Ended |
Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
BUSINESS | BUSINESS Organization. MGM Growth Properties LLC (“MGP” or the “Company”) is a limited liability company that was organized in Delaware in October 2015. MGP conducts its operations through MGM Growth Properties Operating Partnership LP (the “Operating Partnership”), a Delaware limited partnership that was formed in January 2016 and became a subsidiary of MGP in April 2016. The Company elected to be taxed as a real estate investment trust (“REIT”) commencing with its taxable year ended December 31, 2016. MGP is organized in an umbrella partnership REIT (commonly referred to as an “UPREIT”) structure in which MGP owns substantially all of its assets and conducts substantially all of its business through the Operating Partnership, which is owned by MGP and certain other subsidiaries of MGM and whose sole general partner is one of MGP’s subsidiaries. MGP has two classes of authorized and outstanding voting common shares (collectively, the “shares”): Class A shares and a single Class B share. The Class B share is a non-economic interest in MGP which does not provide its holder any rights to profits or losses or any rights to receive distributions from the operations of MGP or upon liquidation or winding up of MGP but which represents a majority of the voting power of MGP’s shares. MGM Resorts International (“MGM” or the “Parent”) holds a controlling interest in MGP through its ownership of MGP’s Class B share, but does not hold any of MGP’s Class A shares. The Class B share structure was put in place to align MGM’s voting rights in MGP with its economic interest in the Operating Partnership. MGM will no longer be entitled to the voting rights provided by the Class B share if MGM and its controlled affiliates’ (excluding MGP and its subsidiaries) aggregate beneficial ownership of the combined economic interests in MGP and the Operating Partnership falls below 30%. The operating agreement provides that MGM may only transfer the Class B share (other than transfers to us and MGM’s controlled affiliates) if and to the extent that such transfer is approved by an independent conflicts committee, not to be unreasonably withheld. No par value is attributed to MGP’s Class A and Class B shares. As of December 31, 2020, there were approximately 280.0 million Operating Partnership units outstanding in the Operating Partnership of which MGM owned approximately 148.5 million Operating Partnership units or 53.0% of the Operating Partnership units in the Operating Partnership. MGP owns the remaining 47.0% of the Operating Partnership units in the Operating Partnership. MGM’s Operating Partnership units are exchangeable into Class A shares of MGP on a one-to-one basis, or cash at the fair value of a Class A share. The determination of settlement method is at the option of MGP’s independent conflicts committee. MGM’s indirect ownership of these Operating Partnership units is recognized as a noncontrolling interest in MGP’s financial statements. A wholly owned subsidiary of MGP is the general partner of the Operating Partnership and operates and controls all of its business affairs. As a result, MGP consolidates the Operating Partnership and its subsidiaries. MGP is a publicly traded REIT engaged through its investment in the Operating Partnership in the acquisition, ownership and leasing of large-scale destination entertainment and leisure resorts, whose tenants generally offer diverse amenities including casino gaming, hotel, convention, dining, entertainment and retail offerings. A wholly owned subsidiary of the Operating Partnership leases its real estate properties back to a wholly owned subsidiary of MGM under a master lease agreement (the “MGM-MGP Master Lease”) and as further discussed below, an unconsolidated affiliate of the Operating Partnership leases its real properties back to a wholly owned subsidiary of MGM under a master lease agreement. Empire City Transaction On January 29, 2019, the Company acquired the developed real property associated with Empire City Casino (“Empire City”) from MGM upon its acquisition of Empire City (“Empire City Transaction”) and Empire City was added to the MGM-MGP Master Lease. Refer to Note 3 for additional details on the Empire City Transaction and Note 6 for further discussion on the MGM-MGP Master Lease. Park MGM Transaction On March 7, 2019, the Company entered into an amendment to the MGM-MGP Master Lease with respect to improvements made by MGM relating to the rebranding of the Park MGM and NoMad Las Vegas property (the “Park MGM Transaction”). Refer to Note 6 for further discussion on the MGM-MGP Master Lease and the Park MGM Transaction. Northfield OpCo Transaction On April 1, 2019, the Company transferred the membership interests of Northfield Park Associates, LLC (“Northfield”), the entity that formerly owned the real estate assets and operations of the Hard Rock Rocksino Northfield Park in Northfield, Ohio, to a subsidiary of MGM, and the Company retained the real estate assets. The Company’s taxable REIT subsidiary (“TRS”) that owned Northfield liquidated immediately prior to the transfer. Subsequently, MGM rebranded the operations it acquired (“Northfield OpCo”) to MGM Northfield Park, which was added to the MGM-MGP Master Lease (the collective transactions, the “Northfield OpCo Transaction”). Refer to Note 3 for additional details on the Northfield OpCo Transaction and Note 6 for further discussion on the MGM-MGP Master Lease. MGP BREIT Venture Transaction On February 14, 2020, the Operating Partnership and MGM completed a series of transactions (collectively the “MGP BREIT Venture Transaction”) pursuant to which MGM transferred the real estate assets of MGM Grand Las Vegas to the Operating Partnership and, together with real estate assets of Mandalay Bay (including Mandalay Place), were contributed to a newly formed entity (“MGP BREIT Venture”), which, following the transactions, is owned 50.1% by the Operating Partnership and 49.9% by a subsidiary of Blackstone Real Estate Income Trust, Inc. (“BREIT”). In exchange for the contribution of the Mandalay Bay real estate assets, the Operating Partnership received consideration of $2.1 billion, which was comprised of $1.3 billion of the Operating Partnership’s secured indebtedness assumed by MGM BREIT Venture, the Operating Partnership’s 50.1% equity interest in the MGP BREIT Venture, and the remainder in cash. In addition, MGM received approximately $2.4 billion of cash distributed from the MGP BREIT Venture as consideration for its contribution of the MGM Grand Las Vegas real estate assets, and, additionally, the Operating Partnership issued 2.6 million Operating Partnership units to MGM representing 5% of the equity value of the MGP BREIT Venture. MGM provides a shortfall guarantee of the principal amount of indebtedness of the MGP BREIT Venture (and any interest accrued and unpaid thereto). On the closing date, BREIT also purchased 4.9 million Class A common shares of MGP for $150 million. Refer to Note 5 for additional details on the MGP BREIT Venture. In connection with the transactions, MGP BREIT Venture entered into a lease with a subsidiary of MGM for the real estate assets of Mandalay Bay and MGM Grand Las Vegas. The lease (the “MGP BREIT Venture Lease”) provides for a term of 30 years with two ten-year renewal options and has an initial annual base rent of $292 million, escalating annually at a rate of 2% per annum for the first fifteen years and thereafter equal to the greater of 2% and the consumer price index increase during the prior year subject to a cap of 3%. In addition, the lease obligates the tenant to spend a specified percentage of net revenues at the properties on capital expenditures and that the tenant and MGM to comply with certain financial covenants, which, if not met, would require the tenant to maintain cash security or provide one or more letters of credit in favor of the landlord in an amount equal to the rent for the succeeding one-year period. MGM provides a guarantee of the tenant’s obligations under the lease. In connection with the MGP BREIT Venture Transaction, the MGM-MGP Master Lease was modified to remove the Mandalay Bay property and the annual cash rent under the MGM-MGP Master Lease was reduced by $133 million. Refer to Note 6 for additional details on the modification to the MGM-MGP Master Lease. Also, on January 14, 2020, the Operating Partnership, MGP, and MGM entered into an agreement for the Operating Partnership to waive its right to issue MGP Class A shares, in lieu of cash, to MGM in connection with MGM exercising its right to require the Operating Partnership to redeem Operating Partnership units it holds. The waiver provided that the units would be purchased at a price per unit equal to a 3% discount to the applicable cash amount as calculated in accordance with the operating agreement. The waiver was effective upon closing of the transaction on February 14, 2020 and scheduled to terminate on the earlier of February 14, 2022 or MGM receiving cash proceeds of $1.4 billion as consideration for the redemption of its Operating Partnership units. On May 18, 2020, the Operating Partnership redeemed 30.3 million of Operating Partnership units held by MGM for $700 million, or $23.10 per unit, and on December 2, 2020, the Operating Partnership redeemed 23.5 million of Operating Partnership units held by MGM for the remaining $700 million, or $29.78 per unit. As a result, the waiver has terminated in accordance with its terms. Refer to Note 2 for further discussion of redeemable equity. |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES | BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES Basis of presentation. The accompanying consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) set forth in the Accounting Standards Codification (“ASC”), as published by the Financial Accounting Standards Board (“FASB”), and with the applicable rules and regulations of the Securities and Exchange Commission (“SEC”). The accompanying consolidated financial statements of MGP and the Operating Partnership represent the results of operations, financial positions and cash flows of MGP and the Operating Partnership, including their respective subsidiaries. Certain reclassifications have been made to conform the prior period presentation. The real estate assets of Mandalay Bay were classified as held and used in the consolidated balance sheets at December 31, 2019 as the held for sale criteria were not met as of the balance sheet date. Principles of consolidation. The Company identifies entities for which control is achieved through means other than voting rights and to determine which business enterprise is the primary beneficiary of variable interest entities (“VIE”). A VIE is an entity in which either (i) the equity investors as a group, if any, lack the power through voting or similar rights to direct the activities of such entity that most significantly impact such entity’s economic performance or (ii) the equity investment at risk is insufficient to finance that entity’s activities without additional subordinated financial support. The Company identifies the primary beneficiary of a VIE as the enterprise that has both of the following characteristics: (i) the power to direct the activities of the VIE that most significantly impact the entity’s economic performance; and (ii) the obligation to absorb losses or receive benefits of the VIE that could potentially be significant to the entity. The Company consolidates its investment in a VIE when it determines that it is its primary beneficiary. The Company may change its original assessment of a VIE upon subsequent events such as the modification of contractual arrangements that affect the characteristics or adequacy of the entity’s equity investments at risk and the disposition of all or a portion of an interest held by the primary beneficiary. The Company performs this analysis on an ongoing basis. The consolidated financial statements of MGP include the accounts of the Operating Partnership, a VIE of which the Company is the primary beneficiary, as well as its wholly owned and majority-owned subsidiaries, which represents all of MGP’s assets and liabilities. As MGP holds what is deemed a majority voting interest in the Operating Partnership through its ownership of the Operating Partnership’s sole general partner, it qualifies for the exemption from providing certain of the required disclosures associated with investments in VIEs. The consolidated financial statements of the Operating Partnership include the accounts of its wholly owned subsidiary, MGP Lessor LLC, which is the MGM-MGP Master Lease landlord, a VIE of which the Operating Partnership is the primary beneficiary. As of December 31, 2020, on a consolidated basis, MGP Lessor, LLC had total assets of $9.2 billion primarily related to its real estate investments and total liabilities of $530.7 million primarily related to its deferred revenue and operating lease liabilities. For entities determined not to be VIEs, the Company consolidates such entities in which the Company owns 100% of the equity. For entities in which the Company owns less than 100% of the equity interest, the Company consolidates the entity under the voting interest model if it has controlling financial interest based upon the terms of the respective entities’ ownership agreements. If the entity does not qualify for consolidation under the voting interest model and the Company has significant influence over the operating and financial decisions of the entity, the Company accounts for the entity under the equity method, such as the Company’s MGP BREIT Venture, which does not qualify for consolidation as the Company has joint control, given the entity is structured with substantive participating rights whereby both owners participate in the decision making process which prevents the Company from exerting a controlling financial interest, as defined in ASC 810. Noncontrolling interest. MGP presents noncontrolling interest and classifies such interest as a component of consolidated shareholders’ equity, separate from the Company’s Class A shareholders’ equity. Noncontrolling interest in MGP represents Operating Partnership units currently held by subsidiaries of MGM. Comprehensive income or loss of the Operating Partnership is allocated to its noncontrolling interest based on the noncontrolling interest’s ownership percentage in the Operating Partnership except for income tax expenses as discussed in Note 9. Ownership percentage is calculated by dividing the number of Operating Partnership units held by the noncontrolling interest by the total Operating Partnership units held by the noncontrolling interest and the Company. Issuance of additional Class A shares and Operating Partnership units changes the ownership interests of both the noncontrolling interest and the Company. Such transactions and the related proceeds are treated as capital transactions. MGM may tender its Operating Partnership units for redemption by the Operating Partnership in exchange for cash equal to the market price of MGP’s Class A shares at the time of redemption or for unregistered Class A shares on a one-for-one basis. Such election to pay cash or issue Class A shares to satisfy an Operating Partnership unitholder’s redemption request is solely within the control of MGP’s independent conflicts committee. Refer to Note 1 above and to “Redeemable noncontrolling interest and redeemable capital” below for discussion of a waiver agreement relating to MGM’s cash redemption of Operating Partnership units. Use of estimates. The consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America. These principles require the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Redeemable noncontrolling interest and redeemable capital. As discussed in Note 1, on January 14, 2020 the Operating Partnership agreed to waive its right following the closing of the MGP BREIT Venture Transaction to issue MGP Class A shares, in lieu of cash, to settle redemptions of Operating Partnership units held by MGM up to a maximum cash redemption amount of $1.4 billion. In connection with the waiver, the Operating Partnership and the Company reclassified, from permanent equity to temporary equity, the carrying value of Operating Partnership units that could require cash redemption and remeasured the units to their redemption value. The Operating Partnership units that comprised the $1.4 billion redemption amount were determined based on a 3% discount to the ten-day average closing price prior to the date of determination. At each subsequent reporting period, the carrying value of temporary equity was remeasured to the greater of: (1) the carrying value of the number of units then considered redeemable, inclusive of the comprehensive income and losses attributed based on a per unit or share basis in accordance with ASC 810 or (2) the redemption value of the number of units that are then redeemable based on the remaining aggregate cash redemption amount and the per share redemption value, except that decreases in the per unit or share redemption were limited to the amount of previous increases, with the differences between the carrying value and the remeasured value being recorded as an adjustment in additional paid-in capital (in lieu of retained earnings) or limited partners’ capital. The $1.4 billion maximum cash redemption amount was fulfilled by the $700 million redeemed on May 18, 2020 and the $700 million redeemed on December 2, 2020. The components of equity that related to the Company’s redeemable noncontrolling interest and the Operating Partnership’s redeemable capital during the year ended December 31, 2020 were as follows: (In thousands) As of January 14, 2020 $ — Reclassification and remeasurement adjustments 1,405,058 Attribution of: Net income 12,079 Redemption of temporary equity (1,392,468) MGP's issuance of Class A shares and Operating Partnership's issuance of units 18,418 MGP BREIT Venture Transaction 16,136 Cash flow hedges (12,995) Share-based compensation 292 Deemed contribution - tax sharing agreement 1,047 MGP Dividends and Operating Partnership distributions declared (46,887) Other (680) As of December 31, 2020 $ — Investment in and advances to unconsolidated affiliate. The Company has an investment in an unconsolidated affiliate accounted for under the equity method, which is currently comprised of MGP BREIT Venture. Under the equity method, carrying value is adjusted for the Company’s share of the investee’s earnings and losses, as well as distributions from the investee. The Company classifies its share of investee’s earnings as a component of “Other income (expense)”, as the Company’s investment in such unconsolidated affiliate is an extension of the Company’s core business operations. The Company evaluates its investment in unconsolidated affiliate for impairment whenever events or changes in circumstances indicate that the carrying value of its investment may have experienced an “other-than-temporary” decline in value. If such conditions exist, the Company compares the estimated fair value of the investment to its carrying value to determine if an impairment is indicated and determines whether the impairment is “other-than-temporary” based on its assessment of all relevant factors, including consideration of the Company’s intent and ability to retain its investment. Real estate investments. Real estate investments consist of land, buildings, improvements and integral equipment. The majority of the Company’s real property was contributed or acquired by the Operating Partnership from MGM as transactions between entities under common control, and as a result, such real estate was initially recorded by the Company at MGM’s historical cost basis, less accumulated depreciation (i.e., there was no change in the basis of the contributed assets), as of the contribution or acquisition dates. Costs of maintenance and repairs to real estate investments are the responsibility of the tenant under the MGM-MGP Master Lease. Based upon the terms of the MGM-MGP Master Lease, although the tenant is responsible for all capital expenditures during the term of the lease, if, in the future, a deconsolidation event occurs, the Company will be required to pay the tenant, should the tenant so elect, for certain capital improvements that would not constitute “normal tenant improvements” in accordance with U.S. GAAP in effect at lease commencement (i.e. ASC 840) (“Non-Normal Tenant Improvements”), subject to an initial cap of $100 million in the first year of the lease increasing annually by $75 million each year thereafter. The Company will be entitled to receive additional rent based on the 10-year treasury yield plus 600 basis points multiplied by the value of the new capital improvements the Company is required to pay for in connection with a deconsolidation event and such capital improvements will be subject to the terms of the lease. Examples of Non-Normal Tenant Improvements include the costs of structural elements at the properties, including capital improvements that expand the footprint or square footage of any of the properties or extend the useful life of the properties, as well as equipment that would be a necessary improvement at any of the properties, including initial installation of elevators, air conditioning systems or electrical wiring. Inception-to-date Non-Normal Tenant Improvements were $48.4 million through December 31, 2020. In accordance with accounting standards governing the impairment or disposal of long-lived assets, the carrying value of long-lived assets, including land, buildings and improvements, land improvements and integral equipment is evaluated whenever events or changes in circumstances indicate that a potential impairment has occurred relative to a given asset or assets. Factors that could result in an impairment review include, but are not limited to, a current period cash flow loss combined with a history of cash flow losses, current cash flows that may be insufficient to recover the investment in the property over the remaining useful life, a projection that demonstrates continuing losses associated with the use of a long-lived asset, significant changes in the manner of use of the assets or significant changes in business strategies. If such circumstances arise, the Company uses an estimate of the undiscounted value of expected future operating cash flows to determine whether the long-lived assets are impaired. If the aggregate undiscounted cash flows plus net proceeds expected from disposition of the assets (if any) are less than the carrying amount of the assets, the resulting impairment charge to be recorded is calculated based on the excess of the carrying value of the assets over the fair value of such assets, with the fair value determined based on an estimate of discounted future cash flows, appraisals or other valuation techniques. There were no impairment charges related to long-lived assets recognized during the years ended December 31, 2020, 2019, and, 2018. Depreciation and property transactions. Depreciation expense is recognized over the useful lives of real estate investments applying the straight-line method over the following estimated useful lives, which are periodically reviewed: Buildings and building improvements 20 to 40 years Land improvements 10 to 20 years Furniture, fixtures and equipment 3 to 20 years Property transactions, net are comprised of transactions related to long-lived assets, such as gains and losses on the disposition of assets. Lease incentive asset. The Company’s lease incentive asset consists of the consideration paid to MGM as part of the Park MGM Transaction, net of the deferred revenue balance associated with Non-Normal Tenant Improvements related to Park MGM, which was derecognized. The Company amortizes the lease incentive asset as a reduction of rental revenue over the remaining term of the MGM-MGP Master Lease. Deferred revenue. The Company received nonmonetary consideration related to Non-Normal Tenant Improvements as they become MGP’s property pursuant to the MGM-MGP Master Lease and recognized the cost basis of Non-Normal Tenant Improvements as real estate investments and deferred revenue. The Company depreciates the real estate investments over their estimated useful lives and amortizes the deferred revenue as additional rental revenue over the remaining term of the MGM-MGP Master Lease once the related real estate investments were placed in service. Lessee leases. The Company determines if an arrangement is or contains a lease at inception or modification of the arrangement. An arrangement is or contains a lease if there are identified assets and the right to control the use of an identified asset is conveyed for a period in exchange for consideration. Control over the use of the identified asset means the lessee has both the right to obtain substantially all of the economic benefits from the use of the asset and the right to direct the use of the asset. For leases with terms greater than twelve months, the operating lease right-of-use (“ROU”) assets and operating lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date. The initial measurement of the operating lease ROU assets also includes any prepaid lease payments and are reduced by any previously accrued deferred rent. When available, the Company uses the rate implicit in the lease to discount lease payments to present value; however, the Company’s leases do not provide a readily determinable implicit rate. Therefore, the Company uses its incremental borrowing rate to discount the lease payments based on the information available at commencement date. Certain of the Company’s leases include fixed rental escalation clauses that are factored into the determination of lease payments. Lease terms include options to extend or terminate the lease when it is reasonably certain that such option will be exercised. Lease expense for minimum lease payments is recognized on a straight-line basis over the expected lease term. Cash and cash equivalents. Cash and cash equivalents include investments and interest-bearing instruments with maturities of 90 days or less at the date of acquisition. Such investments are carried at cost, which approximates market value. Revenue recognition. Rental revenue under the MGM-MGP Master Lease, which is accounted for as an operating lease, is recognized on a straight-line basis over the non-cancelable term and reasonably certain renewal periods, which includes the initial lease term of ten years and all four additional five-year terms under the lease, for all contractual revenues that are determined to be fixed and measurable, payment has been received or collectability is probable. The difference between such rental revenue earned and the cash rent due under the provisions of the lease is recorded as deferred rent receivable and included as a component of “Prepaid expenses and other assets” in the consolidated balance sheets or as “Deferred revenue” in the consolidated balance sheets if cash rent due exceeds rental revenue earned. “Ground lease and other” on the consolidated statements of operations reflects the amortization of deferred revenue relating to Non-Normal Tenant Improvements as well as the non-cash ground lease revenue from the tenant. Prior to the adoption of ASC 842 on January 1, 2019, the Company also reflected within this line item the revenue that arises from costs for which the Company is the primary obligor that are required to be paid by the tenant on behalf of the Company pursuant to the triple-net lease terms such as property taxes. ASC 842 requires lessors to exclude from variable payments, and therefore from revenue, lessor costs paid by lessees directly to third parties. Under the MGM-MGP Master Lease, the lessee pays property tax directly to third parties; accordingly, the Company no longer reflect such costs within revenues or expenses as of January 1, 2019. Northfield generated gaming, food, beverage and other revenue, which primarily consisted of video lottery terminal (“VLT ” ) wager transactions and food and beverage transactions and such revenue relating to the operations of Northfield is classified as discontinued operations. Refer to Note 3 for further information. Ground lease and other expenses. Ground lease and other expenses arise from costs which, subsequent to the adoption of ASC 842, includes ground lease rent paid directly by the tenant pursuant to the third-party lessor on behalf of the Company. As discussed above, prior to the adoption of ASC 842 on January 1, 2019, this line item also included property taxes paid for by the tenant on behalf of the Company pursuant to the triple-net lease terms of the MGM-MGP Master Lease. Acquisition-related expenses. The Company expenses transaction costs associated with completed or announced acquisitions in the period in which they are incurred. These costs are included in “Acquisition-related expenses” within the consolidated statements of operations. General and administrative. General and administrative expenses primarily include the salaries and benefits of employees and external consulting costs. In addition, pursuant to a corporate services agreement between the Operating Partnership and MGM (the “Corporate Services Agreement”), MGM provides the Operating Partnership and its subsidiaries with financial, administrative and operational support services, including accounting and finance support, human resources support, legal and regulatory compliance support, insurance advisory services, internal audit services, governmental affairs monitoring and reporting services, information technology support, construction services and various other support services. MGM is reimbursed for all costs it incurs directly related to providing the services thereunder. The Operating Partnership incurred expenses pursuant to the Corporate Services Agreement for the years ended December 31, 2020, 2019 and 2018 of $3.5 million, $3.5 million and $1.9 million, respectively. Deferred financing costs. Deferred financing costs were incurred in connection with the issuance of the term loan facilities, revolving credit facility and senior notes. Costs incurred in connection with term loan facilities and senior notes were capitalized and offset against the carrying amount of the related indebtedness. Costs incurred in connection with the Operating Partnership’s revolving credit facility are capitalized as a component of prepaid expenses and other assets. These costs are amortized over the term of the indebtedness and are included in interest expense in the consolidated statement of operations. Concentrations of credit risk. As of December 31, 2020, all of the Company’s real estate properties have been leased to MGM and all of the Company’s revenues for the period ending December 31, 2020 are derived from the MGM-MGP Master Lease with MGM. Derivative financial instruments. The Company accounts for its derivatives in accordance with FASB ASC Topic 815, Derivatives and Hedging , in which all derivative instruments are reflected at fair value as either assets or liabilities. For derivative instruments that are designated and qualify as hedging instruments, the Company records the gain or loss on the hedge instruments as a component of accumulated other comprehensive income. For derivative instruments that are not designated and do not quality as hedging instruments, the Company records the gain or loss on the derivative instruments as ”Gain (loss) on unhedged interest rate swaps, net” on the consolidated statements of operations Fair value measurements . Fair value measurements are utilized in the accounting and impairment assessments of the Company’s real estate investments. investment in unconsolidated affiliate, and certain of its financial assets and liabilities. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date and is measured according to a hierarchy that includes: Level 1 inputs, such as quoted prices in an active market; Level 2 inputs, which are observable inputs for similar assets; or Level 3 inputs, which are unobservable inputs. The Company used the following inputs in its fair value measurements: • Level 2 inputs for its debt fair value disclosures. See Note 7; and • Level 2 inputs when measuring the fair value of its interest rate swaps. See Note 8. Reportable segment. The Company’s operations consist of investments in real estate, both wholly owned and through its investment in MGP BREIT Venture, for which all such real estate properties are similar to one another in that they consist of large-scale destination entertainment and leisure resorts and related offerings, whose tenants generally offer casino gaming, hotel, convention, dining, entertainment and retail amenities, have similar economic characteristics and are governed by triple-net operating leases. The operating results of the Company’s wholly owned and equity method real estate investments are regularly reviewed, in the aggregate, by the chief operating decision maker. As such, the Company has one reportable segment. Recently issued accounting standards. In March 2020, the FASB issued ASC 848, “Reference Rate Reform (Topic 848)”. ASC 848 provides optional expedients for applying U.S. GAAP to reference rate reform related contracts, hedging relationships and other qualifying transactions. Application of these expedients preserve the presentation of derivative instruments consistent with past presentation. The guidance is optional and may be elected when or as reference rate reform activities occur. The Company is currently evaluating whether it will elect practical expedients if and when its hedging and related activities are impacted. |
Acquisitions and Dispositions
Acquisitions and Dispositions | 12 Months Ended |
Dec. 31, 2020 | |
Business Combinations [Abstract] | |
ACQUISITIONS AND DISPOSITIONS | ACQUISITIONS AND DISPOSITIONS Empire City Acquisition As discussed in Note 1, on January 29, 2019, the Company acquired the developed real property associated with Empire City from MGM for fair value consideration of approximately $634.4 million. The Company funded the acquisition of the developed real property from MGM through the assumption of approximately $246.0 million of indebtedness, which was repaid with borrowings under its senior secured credit facility, and the issuance of approximately 12.9 million Operating Partnership units to MGM. Empire City was added to the MGM-MGP Master Lease, as further discussed in Note 6. The Empire City Transaction was accounted for as a transaction between entities under common control and, therefore, the Company recorded the Empire City real estate assets at the carryover value of $625.0 million from MGM with the difference between the purchase price and carrying value of assets, which was approximately $9.4 million, recorded as a reduction to additional paid-in-capital. Northfield Acquisition and Northfield OpCo Transaction On July 6, 2018 the TRS completed its acquisition of 100% of the membership interests of Northfield for a purchase price of approximately $1.1 billion. The Company funded the acquisition through a $200 million draw on the term loan A facility and a $655 million draw under the revolving credit facility, with the remainder of the purchase price paid with cash on hand. The purpose of the acquisition was to expand MGP’s real estate assets and diversify MGP’s geographic reach. On April 1, 2019, the Company transferred Northfield OpCo to a subsidiary of MGM for fair value consideration of approximately $305.2 million consisting primarily of approximately 9.4 million Operating Partnership units that were ultimately redeemed by the Operating Partnership and the Company retained the real estate assets. The Company’s TRS that owned Northfield liquidated immediately prior to the transfer. Subsequently, MGM rebranded Northfield OpCo to MGM Northfield Park, which was then added to the MGM-MGP Master Lease. Refer to Note 6 for further discussion on the MGM-MGP Master Lease. The Northfield OpCo Transaction was accounted for as a transaction between entities under common control and, therefore, the Company had carried the Northfield OpCo operating assets and liabilities as held and used until the close of the transaction on April 1, 2019. As a transaction between entities under common control, the Company recorded the difference between the purchase price of $305.2 million and the carrying value of net assets transferred of $292.3 million to additional paid-in-capital. The Company’s results for Northfield OpCo for the years ended December 31, 2019 and 2018 are reflected in discontinued operations on the consolidated statement of operations. The results of the Northfield OpCo discontinued operations are summarized as follows: Year Ended December 31, Year Ended December 31, 2019 2018 (in thousands) Total revenues $ 67,841 $ 132,949 Total expenses (48,735) (97,330) Income from discontinued operations before income taxes 19,106 35,619 Provision for income taxes (2,890) (5,056) Income from discontinued operations, net of tax 16,216 30,563 Less: Income attributable to noncontrolling interests - discontinued operations (11,434) (22,417) Income from discontinued operations attributable to Class A shareholders $ 4,782 $ 8,146 |
Real Estate Investments
Real Estate Investments | 12 Months Ended |
Dec. 31, 2020 | |
Real Estate [Abstract] | |
REAL ESTATE INVESTMENTS | REAL ESTATE INVESTMENTS As discussed in Note 1, on February 14, 2020, in connection with the MGP BREIT Venture Transaction, the real estate assets of Mandalay Bay (including Mandalay Place), were contributed to MGP BREIT Venture. The Company recorded the difference between the carrying value of the Mandalay Bay real estate assets of $2.3 billion and the consideration received of $2.1 billion, as well as the expenses of $10.0 million incurred in connection with the sale, as a net loss on sale of assets of $193.1 million, which is reflected within “Property transactions, net” in the consolidated statements of operations. The carrying value of real estate investments is as follows: December 31, 2020 2019 (in thousands) Land $ 3,431,228 $ 4,631,013 Buildings, building improvements, land improvements and integral equipment 7,426,110 9,293,483 10,857,338 13,924,496 Less: Accumulated depreciation (2,546,601) (3,096,524) $ 8,310,737 $ 10,827,972 |
Investment in Unconsolidated Af
Investment in Unconsolidated Affiliate | 12 Months Ended |
Dec. 31, 2020 | |
Equity Method Investments and Joint Ventures [Abstract] | |
INVESTMENT IN UNCONSOLIDATED AFFILIATE | INVESTMENT IN UNCONSOLIDATED AFFILIATE As of December 31, 2020, the Operating Partnership’s investment in unconsolidated affiliate was comprised of its 50.1% interest in MGP BREIT Venture. The Operating Partnership recorded its share of income of $89.1 million for the year ended December 31, 2020 as “Income from unconsolidated affiliate” in the consolidated statements of operations. Additionally, the Operating Partnership received $81.0 million in distributions from MGP BREIT Venture during the year ended December 31, 2020. Summarized balance sheet information of MGP BREIT Venture is as follows: Balance at December 31, 2020 (in thousands) Real estate investments, net $ 4,523,638 Other assets 95,342 Debt, net 2,994,269 Other liabilities 7,811 Summarized results of operations of MGP BREIT Venture are as follows: Year ended December 31, 2020 (in thousands) Net revenues $ 346,481 Income from continuing operations 177,757 Net income 177,757 MGP BREIT Venture guarantee . The Operating Partnership provides a guarantee for losses incurred by the lenders of the $3.0 billion indebtedness of the MGP BREIT Venture arising out of certain bad acts by the Operating Partnership, its venture partner, or the venture, such as fraud or willful misconduct, based on the party’s percentage ownership of the MGP BREIT Venture, which guarantee is capped at 10% of the principal amount outstanding at the time of the loss. The Operating Partnership and its venture partner have separately indemnified each other for the other party’s share of the overall liability exposure, if at fault. The guarantee is accounted for under ASC 460 at fair value; such value is immaterial. |
Leases
Leases | 12 Months Ended |
Dec. 31, 2020 | |
Leases [Abstract] | |
LEASES | LEASES MGM-MGP Master Lease. The MGM-MGP Master Lease is accounted for as an operating lease and has an initial lease term of ten years that began on April 25, 2016 (other than with respect to MGM National Harbor as described below) with the potential to extend the term for four additional five-year terms thereafter at the option of the tenant. The MGM-MGP Master Lease provides that any extension of its term must apply to all of the real estate under the lease at the time of the extension. With respect to MGM National Harbor, the initial lease term ends on August 31, 2024. Thereafter, the initial term of the lease with respect to MGM National Harbor may be renewed at the option of the tenant for an initial renewal period lasting until the earlier of the end of the then-current term of the lease or the next renewal term (depending on whether MGM elects to renew the other properties under the lease in connection with the expiration of the initial ten-year term). If, however, the tenant chooses not to renew the lease with respect to MGM National Harbor after the initial MGM National Harbor term under the lease, the tenant would also lose the right to renew the lease with respect to the rest of the properties when the initial ten-year lease term ends related to the rest of the properties in 2026. The lease has a triple-net structure, which requires the tenant to pay substantially all costs associated with the lease, including real estate taxes, insurance, utilities and routine maintenance, in addition to the base rent. Additionally, the lease provides MGP with a right of first offer with respect to MGM Springfield and with respect to any future gaming development by MGM on the undeveloped land adjacent to Empire City, which MGP may exercise should MGM elect to sell either property in the future. Rent under the lease consists of a “base rent” component and a “percentage rent” component. As of December 31, 2020, the base rent represents approximately 91% of the rent payments due under the lease and the percentage rent represents approximately 9% of the rent payments due under the lease. The base rent includes a fixed annual rent escalator of 2.0% for the second through the sixth lease years (as defined in the lease). Thereafter, beginning on April 1, 2022, the annual escalator of 2.0% will be subject to the tenant and, without duplication, the operating subsidiary sublessees of the tenant, collectively meeting an adjusted net revenue to rent ratio of 6.25:1.00 based on their net revenue from the leased properties subject to the lease (as determined in accordance with U.S. GAAP, adjusted to exclude net revenue attributable to certain scheduled subleases and, at the tenant’s option, reimbursed cost revenue). The percentage rent will initially be a fixed amount for approximately the first six years and will then be adjusted every five years based on the average annual adjusted net revenues of the tenant and, without duplication, the operating subtenants, from the leased properties subject to the lease at such time for the trailing five calendar-year period (calculated by multiplying the average annual adjusted net revenues, excluding net revenue attributable to certain scheduled subleases and, at the tenant’s option, reimbursed cost revenue, for the trailing five calendar-year period by 1.4%). On January 29, 2019, Empire City was added to the MGM-MGP Master Lease. As a result, the annual rent payment to MGP increased by $50 million, prorated for the remainder of the lease year. Consistent with the lease terms, 90% of this rent is fixed and will contractually grow at 2% per year until 2022. In addition, MGP has a right of first offer with respect to certain undeveloped land adjacent to the property to the extent MGM develops additional gaming facilities and chooses to sell or transfer the property in the future. On March 7, 2019, the Company completed the Park MGM Transaction and amended the MGM-MGP Master Lease concurrent with which the Company paid $637.5 million, of which $605.6 million was cash and the remainder in issuance of approximately 1.0 million of Operating Partnership units, to a subsidiary of MGM. As a result of the transaction, the Company recorded a lease incentive asset which represents the consideration paid, less the existing deferred revenue balance of $94.0 million relating to the non-normal tenant improvements recorded for Park MGM, which was derecognized. Further, the annual rent payment to the Company increased by $50 million, prorated for the remainder of the lease year. Consistent with the lease terms, 90% of this rent is fixed and will contractually grow at 2.0% per year until 2022. The Company was required to reassess the lease classification of the lease, which included estimating the fair value using an income approach and the residual value of the assets used in the determination of the implicit rate, and concluded that the lease continued to be an operating lease. On April 1, 2019, MGM Northfield Park was added to the MGM-MGP Master Lease and the annual rent payment increased by $60 million. Consistent with the lease terms, 90% of this rent is fixed and will contractually grow at 2.0% per year until 2022. On February 14, 2020, in connection with the MGP BREIT Venture Transaction, the MGM-MGP Master Lease was modified to remove the Mandalay Bay property and the annual rent payment under the lease was reduced by $133 million. The Company reassessed the lease classification of the lease, which included estimating the fair value of the properties using an income approach and the residual value used in the determination of the implicit rate, and concluded that the lease will continue to be accounted for as an operating lease. Additionally, in connection with the commencement of the fifth lease year on April 1, 2020 and the corresponding 2.0% fixed annual rent escalator that went into effect on such date, the base rent under the MGM-MGP Master Lease increased to $749.9 million, resulting in total annual rent under the MGM-MGP Master Lease of $827.8 million. Straight-line rental revenues from the MGM-MGP Master Lease, which includes lease incentive asset amortization, were $768.4 million, $856.4 million, and $746.3 million for the years ended December 31, 2020, 2019 and 2018, respectively. The Company also recognized revenue related to ground lease and other of $24.2 million, $24.7 million, and $123.2 million for the years ended December 31, 2020, 2019, and 2018, respectively. Under the MGM-MGP Master Lease, future non-cancelable minimum cash rental payments, which are the payments under the initial 10-year term through April 30, 2026 and do not include the four five-year renewal options and, with respect to MGM National Harbor, through August 31, 2024, are as follows as of December 31, 2020: Year ending December 31, (in thousands) 2021 $ 839,012 2022 784,336 2023 764,861 2024 733,161 2025 669,760 Thereafter 223,253 Total $ 4,014,383 Lessee Leases. The Company is a lessee of land underlying MGM National Harbor and a portion of the land underlying Borgata and Beau Rivage. The Company is obligated to make lease payments through the non-cancelable term of the ground leases, which is through 2066 for Beau Rivage, 2070 for Borgata, and 2082 for MGM National Harbor. These ground leases will be paid by the tenant under the MGM-MGP Master Lease through 2046 (including renewal periods). Components of lease expense for each of the years ended December 31, 2020 and December 31, 2019 include operating lease cost of $23.8 million. Other information related to the Company’s operating leases was as follows: Supplemental balance sheet information December 31, 2020 December 31, 2019 Weighted average remaining lease term (years) 58 59 Weighted average discount rate (%) 7 % 7 % Maturities of operating lease liabilities were as follows: Year ending December 31, (in thousands) 2021 $ 24,996 2022 25,015 2023 24,875 2024 24,846 2025 24,846 Thereafter 1,307,958 Total future minimum lease payments 1,432,536 Less: Amount of lease payments representing interest (1,091,403) Total $ 341,133 |
LEASES | LEASES MGM-MGP Master Lease. The MGM-MGP Master Lease is accounted for as an operating lease and has an initial lease term of ten years that began on April 25, 2016 (other than with respect to MGM National Harbor as described below) with the potential to extend the term for four additional five-year terms thereafter at the option of the tenant. The MGM-MGP Master Lease provides that any extension of its term must apply to all of the real estate under the lease at the time of the extension. With respect to MGM National Harbor, the initial lease term ends on August 31, 2024. Thereafter, the initial term of the lease with respect to MGM National Harbor may be renewed at the option of the tenant for an initial renewal period lasting until the earlier of the end of the then-current term of the lease or the next renewal term (depending on whether MGM elects to renew the other properties under the lease in connection with the expiration of the initial ten-year term). If, however, the tenant chooses not to renew the lease with respect to MGM National Harbor after the initial MGM National Harbor term under the lease, the tenant would also lose the right to renew the lease with respect to the rest of the properties when the initial ten-year lease term ends related to the rest of the properties in 2026. The lease has a triple-net structure, which requires the tenant to pay substantially all costs associated with the lease, including real estate taxes, insurance, utilities and routine maintenance, in addition to the base rent. Additionally, the lease provides MGP with a right of first offer with respect to MGM Springfield and with respect to any future gaming development by MGM on the undeveloped land adjacent to Empire City, which MGP may exercise should MGM elect to sell either property in the future. Rent under the lease consists of a “base rent” component and a “percentage rent” component. As of December 31, 2020, the base rent represents approximately 91% of the rent payments due under the lease and the percentage rent represents approximately 9% of the rent payments due under the lease. The base rent includes a fixed annual rent escalator of 2.0% for the second through the sixth lease years (as defined in the lease). Thereafter, beginning on April 1, 2022, the annual escalator of 2.0% will be subject to the tenant and, without duplication, the operating subsidiary sublessees of the tenant, collectively meeting an adjusted net revenue to rent ratio of 6.25:1.00 based on their net revenue from the leased properties subject to the lease (as determined in accordance with U.S. GAAP, adjusted to exclude net revenue attributable to certain scheduled subleases and, at the tenant’s option, reimbursed cost revenue). The percentage rent will initially be a fixed amount for approximately the first six years and will then be adjusted every five years based on the average annual adjusted net revenues of the tenant and, without duplication, the operating subtenants, from the leased properties subject to the lease at such time for the trailing five calendar-year period (calculated by multiplying the average annual adjusted net revenues, excluding net revenue attributable to certain scheduled subleases and, at the tenant’s option, reimbursed cost revenue, for the trailing five calendar-year period by 1.4%). On January 29, 2019, Empire City was added to the MGM-MGP Master Lease. As a result, the annual rent payment to MGP increased by $50 million, prorated for the remainder of the lease year. Consistent with the lease terms, 90% of this rent is fixed and will contractually grow at 2% per year until 2022. In addition, MGP has a right of first offer with respect to certain undeveloped land adjacent to the property to the extent MGM develops additional gaming facilities and chooses to sell or transfer the property in the future. On March 7, 2019, the Company completed the Park MGM Transaction and amended the MGM-MGP Master Lease concurrent with which the Company paid $637.5 million, of which $605.6 million was cash and the remainder in issuance of approximately 1.0 million of Operating Partnership units, to a subsidiary of MGM. As a result of the transaction, the Company recorded a lease incentive asset which represents the consideration paid, less the existing deferred revenue balance of $94.0 million relating to the non-normal tenant improvements recorded for Park MGM, which was derecognized. Further, the annual rent payment to the Company increased by $50 million, prorated for the remainder of the lease year. Consistent with the lease terms, 90% of this rent is fixed and will contractually grow at 2.0% per year until 2022. The Company was required to reassess the lease classification of the lease, which included estimating the fair value using an income approach and the residual value of the assets used in the determination of the implicit rate, and concluded that the lease continued to be an operating lease. On April 1, 2019, MGM Northfield Park was added to the MGM-MGP Master Lease and the annual rent payment increased by $60 million. Consistent with the lease terms, 90% of this rent is fixed and will contractually grow at 2.0% per year until 2022. On February 14, 2020, in connection with the MGP BREIT Venture Transaction, the MGM-MGP Master Lease was modified to remove the Mandalay Bay property and the annual rent payment under the lease was reduced by $133 million. The Company reassessed the lease classification of the lease, which included estimating the fair value of the properties using an income approach and the residual value used in the determination of the implicit rate, and concluded that the lease will continue to be accounted for as an operating lease. Additionally, in connection with the commencement of the fifth lease year on April 1, 2020 and the corresponding 2.0% fixed annual rent escalator that went into effect on such date, the base rent under the MGM-MGP Master Lease increased to $749.9 million, resulting in total annual rent under the MGM-MGP Master Lease of $827.8 million. Straight-line rental revenues from the MGM-MGP Master Lease, which includes lease incentive asset amortization, were $768.4 million, $856.4 million, and $746.3 million for the years ended December 31, 2020, 2019 and 2018, respectively. The Company also recognized revenue related to ground lease and other of $24.2 million, $24.7 million, and $123.2 million for the years ended December 31, 2020, 2019, and 2018, respectively. Under the MGM-MGP Master Lease, future non-cancelable minimum cash rental payments, which are the payments under the initial 10-year term through April 30, 2026 and do not include the four five-year renewal options and, with respect to MGM National Harbor, through August 31, 2024, are as follows as of December 31, 2020: Year ending December 31, (in thousands) 2021 $ 839,012 2022 784,336 2023 764,861 2024 733,161 2025 669,760 Thereafter 223,253 Total $ 4,014,383 Lessee Leases. The Company is a lessee of land underlying MGM National Harbor and a portion of the land underlying Borgata and Beau Rivage. The Company is obligated to make lease payments through the non-cancelable term of the ground leases, which is through 2066 for Beau Rivage, 2070 for Borgata, and 2082 for MGM National Harbor. These ground leases will be paid by the tenant under the MGM-MGP Master Lease through 2046 (including renewal periods). Components of lease expense for each of the years ended December 31, 2020 and December 31, 2019 include operating lease cost of $23.8 million. Other information related to the Company’s operating leases was as follows: Supplemental balance sheet information December 31, 2020 December 31, 2019 Weighted average remaining lease term (years) 58 59 Weighted average discount rate (%) 7 % 7 % Maturities of operating lease liabilities were as follows: Year ending December 31, (in thousands) 2021 $ 24,996 2022 25,015 2023 24,875 2024 24,846 2025 24,846 Thereafter 1,307,958 Total future minimum lease payments 1,432,536 Less: Amount of lease payments representing interest (1,091,403) Total $ 341,133 |
Debt
Debt | 12 Months Ended |
Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |
DEBT | DEBT Debt consists of the following: December 31, 2020 2019 (in thousands) Senior secured credit facility: Senior secured term loan A facility $ — $ 399,125 Senior secured term loan B facility — 1,304,625 Senior secured revolving credit facility 10,000 — 5.625% senior notes, due 2024 1,050,000 1,050,000 4.625% senior notes, due 2025 800,000 — 4.50% senior notes, due 2026 500,000 500,000 5.75% senior notes, due 2027 750,000 750,000 4.50% senior notes, due 2028 350,000 350,000 3.875% senior notes, due 2029 750,000 — 4,210,000 4,353,750 Less: Unamortized discount and debt issuance costs (41,041) (46,396) $ 4,168,959 $ 4,307,354 Operating Partnership credit agreement and bridge facility. At December 31, 2020, the Operating Partnership senior secured credit facility consisted of a $1.4 billion revolving credit facility. The revolving facility bears interest of London Inter-bank Offered Rate (“LIBOR”) plus 1.75% to 2.25% determined by reference to a total net leverage ratio pricing grid. The revolving facility will mature in June 2023. As of December 31, 2020, $10.0 million was drawn on the revolving credit facility. At December 31, 2020, the interest rate on the revolving facility was 1.90%. No letters of credit were outstanding under the Operating Partnership senior secured credit facility at December 31, 2020. See Note 8 for further discussion of the Operating Partnership’s interest rate swap agreements. In connection with the MGP BREIT Venture Transaction, on February 14, 2020, the Operating Partnership amended its senior secured credit facility to, among other things, allow for the transaction to occur, permit the incurrence by the Operating Partnership of a nonrecourse guarantee relating to the debt of the MGP BREIT Venture (refer to Note 5 for description of such guarantee), and permit the incurrence of the bridge loan facility. As a result of the transaction and the amendment, the Operating Partnership repaid its $1.3 billion outstanding term loan B facility in full with the proceeds of a bridge facility, which was then assumed by the MGP BREIT Venture as partial consideration for the Operating Partnership’s contribution. Additionally, the Operating Partnership used the proceeds from the settlement of the forward equity issuances made in connection with its November 2019 equity offering and from its “at-the-market offering” (“ATM”) program to pay off the outstanding balance of $399 million of its term loan A facility in full. The Operating Partnership incurred a loss on retirement of debt of $18.1 million recorded in “Other” in the consolidated statements of operations. The credit agreement contains customary representations and warranties, events of default and positive and negative covenants. The revolving credit facility and term loan A facility also require that the Operating Partnership maintain compliance with a maximum senior secured net debt to adjusted total asset ratio, a maximum total net debt to adjusted asset ratio and a minimum interest coverage ratio. The Operating Partnership was in compliance with its financial covenants at December 31, 2020. The revolving credit facility and the term loan facilities are both guaranteed by each of the Operating Partnership’s existing and subsequently acquired direct and indirect wholly owned material domestic restricted subsidiaries, and secured by a first priority lien security interest on substantially all of the Operating Partnership’s and such restricted subsidiaries’ material assets, including mortgages on its real estate, excluding the real estate assets of MGM National Harbor and Empire City, and subject to other customary exclusions. Bridge Facility. In connection with the Empire City Transaction, the Operating Partnership assumed $246.0 million of indebtedness under a bridge facility from a subsidiary of MGM. The Operating Partnership repaid the bridge facility with a combination of cash on hand and a draw on its revolving credit facility, which was subsequently repaid with proceeds from its offering of its 5.75% senior notes due 2027, as discussed below. Operating Partnership senior notes. In January 2019, the Operating Partnership issued $750 million in aggregate principal amount of 5.75% senior notes due 2027. The senior notes will mature on February 1, 2027. Interest on the senior notes is payable on February 1 and August 1 of each year, which commenced on August 1, 2019. In June 2020, the Operating Partnership issued $800 million in aggregate principal amount of 4.625% senior notes due 2025. The senior notes mature on June 15, 2025. Interest on the senior notes is payable on June 15 and December 15 of each year, commencing on December 15, 2020. The net proceeds from the offering were used in full to repay drawings under the Operating Partnership’s revolving credit facility. In November 2020, the Operating Partnership issued $750 million in aggregate principal amount of 3.875% senior notes due 2029. The senior notes mature on February 15, 2029. Interest on the senior notes is payable on February 15 and August 15 of each year, commencing on August 15, 2021. The net proceeds from the offering were used for general corporate purposes and, ultimately, to redeem $700 million of Operating Partnership units held by MGM pursuant to the waiver agreement discussed in Note 1. Each series of the Operating Partnership’s senior notes are fully and unconditionally guaranteed, jointly and severally, on a senior basis by all of the Operating Partnership’s subsidiaries that guarantee the Operating Partnership’s credit facilities, other than MGP Finance Co-Issuer, Inc., which is a co-issuer of the senior notes. The Operating Partnership may redeem all or part of the senior notes at a redemption price equal to 100% of the principal amount of the senior notes plus, to the extent the Operating Partnership is redeeming senior notes prior to the date that is three months prior to their maturity date, an applicable make whole premium, plus, in each case, accrued and unpaid interest. The indentures governing the senior notes contain customary covenants and events of default. These covenants are subject to a number of important exceptions and qualifications set forth in the applicable indentures governing the senior notes, including, with respect to the restricted payments covenants, the ability to make unlimited restricted payments to maintain the REIT status of MGP. Maturities of debt. Maturities of the principal amount of the Operating Partnership’s debt as of December 31, 2020 are as follows: Year ending December 31, (in thousands) 2021 $ — 2022 — 2023 10,000 2024 1,050,000 2025 800,000 Thereafter 2,350,000 $ 4,210,000 Fair value of debt. The estimated fair value of the Operating Partnership’s debt was $4.5 billion and $4.6 billion at December 31, 2020 and 2019, respectively. Fair value was estimated using quoted market prices for the Operating Partnership’s senior notes and senior secured credit facilities. |
Derivatives and Hedging Activit
Derivatives and Hedging Activities | 12 Months Ended |
Dec. 31, 2020 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
DERIVATIVES AND HEDGING ACTIVITIES | DERIVATIVES AND HEDGING ACTIVITIES The Operating Partnership uses derivative instruments to mitigate the effects of interest rate volatility inherent in its variable rate senior credit facility and forecasted debt issuances for the duration and amount of its interest rate swap agreements, which such variable rate could unfavorably impact future earnings and forecasted cash flows. The Operating Partnership and Company do not use derivative instruments for speculative or trading purposes. In June 2019, the Operating Partnership entered into interest rate swap agreements, effective November 30, 2021, that will mature in December 2024 with a combined notional amount of $900 million. The weighted average fixed rate paid under the swap agreements is 1.801% and the variable rate received resets monthly to the one-month LIBOR with no minimum floor. In September 2019, the Operating Partnership entered into an interest rate swap agreement, effective September 6, 2019, that will mature in December 2024 with a notional amount of $300 million. The fixed rate paid under the swap agreement is 1.158% and the variable rate received resets monthly to the one-month LIBOR with no minimum floor. In September 2019, the Operating Partnership modified and extended certain of its existing interest rate swaps with a combined notional amount of $400 million, effective October 1, 2019. The weighted average fixed rate paid under the modified swap agreements is 2.252% and the variable rate received resets monthly to the one-month LIBOR with no minimum floor. The maturity date was extended to December 2029. In connection with prepayments of $541 million on the Operating Partnership’s senior credit facility in November 2019, as well as in contemplation of the proceeds that will be received upon settlement of the 12.0 million shares under forward purchase agreements discussed in Note 10, the Operating Partnership determined that such debt cash flows were no longer considered probable of occurring. As a result, the Operating Partnership de-designated the corresponding $600 million notional of interest rate swaps and reclassified the loss of $4.9 million reported in accumulated other comprehensive income relating to such notional into earnings within “Gain (loss) on unhedged interest rate swaps, net” on the consolidated income statements. In connection with the $800 million issuance of senior notes in June 2020 and in connection with the $750 million issuance of senior notes in November 2020, each discussed in Note 7, the Operating Partnership determined that it will no longer be exposed to cash flow variability for the respective issuances and, accordingly, the Operating Partnership de-designated $600 million and $700 million notional of interest rate swaps in June 2020 and November 2020, respectively. Amounts deferred in accumulated comprehensive loss relating to the $600 million and $700 million notional of swaps will be amortized into earnings over the life of the hedged cash flows within “Interest expense” on the consolidated income statements. Changes in the fair value of the interest rate swaps that do not qualify for hedge accounting are also reflected in earnings within “Gain (loss) on unhedged interest rate swaps, net” on the consolidated income statements. The Operating Partnership recorded a $2.1 million gain and a $1.0 million gain relating to such fair value changes for the year ended December 31, 2020 and 2019, respectively. There were no amounts recorded within “Gain (loss) on unhedged interest rate swaps, net” for the year ended December 31, 2018. The Operating Partnership’s interest rate swaps as of December 31, 2020 are summarized in the table below. Notional Amount Weighted Average Fixed Rate Fair Value Liability Effective Date Maturity Date (in thousands, except percentages) Derivatives designated as hedges: $ 900,000 1.801 % $ (41,131) November 30, 2021 December 31, 2024 $ 900,000 $ (41,131) Derivatives not designated as hedges: $ 1,200,000 1.844 % $ (18,889) May 3, 2017 November 30, 2021 300,000 1.158 % (10,451) September 6, 2019 December 31, 2024 400,000 2.252 % (48,453) October 1, 2019 December 31, 2029 $ 1,900,000 $ (77,793) $ (118,924) The Operating Partnership’s interest rate swaps as of December 31, 2019 are summarized in the table below. Notional Amount Weighted Average Fixed Rate Fair Value Asset (Liability) Effective Date Maturity Date (in thousands, except percentages) Derivatives designated as hedges: $ 600,000 1.902 % $ (4,106) May 3, 2017 November 30, 2021 300,000 1.158 % 6,529 September 6, 2019 December 31, 2024 400,000 2.252 % (18,743) October 1, 2019 December 31, 2029 900,000 1.801 % (4,915) November 30, 2021 December 31, 2024 $ 2,200,000 $ (21,235) Derivatives not designated as hedges: $ 600,000 1.786 % $ (2,736) May 3, 2017 November 30, 2021 $ 600,000 $ (2,736) $ (23,971) |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXES The Company elected to be taxed as a REIT as defined under Section 856(a) of the Internal Revenue Code of 1986, as amended (the “Code”), commencing with its taxable year ended December 31, 2016. To qualify as a REIT, the Company must meet certain organizational, income, asset and distribution tests. Accordingly, except as described below, the Company will generally not be subject to corporate U.S. federal or state income tax to the extent that it makes qualifying distributions of all of its taxable income to its shareholders and provided it satisfies on a continuing basis, through actual investment and operating results, the REIT requirements, including certain asset, income, distribution and share ownership tests. U.S. federal income tax law generally requires that a REIT distribute annually at least 90% of its REIT taxable income, without regard to the deduction for dividends paid and excluding net capital gains, and that it pays taxes at regular corporate income tax rates to the extent that it annually distributes less than 100% of its taxable income. The Company distributed 100% of its taxable income in the taxable year ended December 31, 2020 and expects to do so in future years. Accordingly, the consolidated financial statements do not reflect a provision for federal income taxes for its REIT operations; however, the Company is subject to federal, state and local income tax on its TRS operations and may still be subject to federal excise tax, as well as certain state and local income and franchise taxes on its REIT operations. The Company’s TRS owned the real estate assets and operations of Northfield until it liquidated on April 1, 2019. The Company recorded a tax provision of $2.9 million in discontinued operations and a tax benefit of $1.1 million in continuing operations for a total tax provision of $1.8 million related to the operations of the TRS for the year ended December 31, 2019 and has no provision relating to TRS operations subsequent to the liquidation. The Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements. Under this method, the Company determines deferred tax assets and liabilities on the basis of the differences between the financial statement and tax basis of assets and liabilities by using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date. The MGM-MGP Master Lease landlord is required to join in the filing of a New Jersey consolidated corporation business tax return under the New Jersey Casino Control Act and include in such return its income and expenses associated with its New Jersey assets and is thus subject to an entity level tax in New Jersey. Although the consolidated New Jersey return also includes MGM and certain of its subsidiaries, the Company is required to record New Jersey state income taxes in the consolidated financial statements as if the MGM-MGP Master Lease landlord was taxed for state purposes on a stand-alone basis. The Company and MGM have entered into a tax sharing agreement providing for an allocation of taxes due in the consolidated New Jersey return. Pursuant to this agreement, the MGM-MGP Master Lease landlord will only be responsible for New Jersey taxes on any gain that may be realized upon a future sale of the New Jersey assets resulting solely from an appreciation in value of such assets over their value on the date they were contributed to the MGM-MGP Master Lease landlord by a subsidiary of MGM. MGM is responsible for all other taxes reported in the New Jersey consolidated return and, accordingly, the income tax balances related to such taxes are reflected within “Noncontrolling interest” within the consolidated financial statements. No amounts are due to MGM under the tax sharing agreement as of December 31, 2020 or December 31, 2019. The provision for income taxes on continuing operations is as follows: Year Ended December 31, 2020 2019 2018 (in thousands) Federal: Current $ — $ — $ — Deferred — (1,058) (1,142) Provision for federal income taxes on continuing operations $ — $ (1,058) $ (1,142) State: Current $ 6,345 $ 7,309 $ 5,746 Deferred 3,389 1,347 1,175 Provision for state income taxes on continuing operations $ 9,734 $ 8,656 $ 6,921 A reconciliation of the federal income tax statutory rate and the Company’s effective tax rate on income from continuing operations is as follows: Year Ended December 31, 2020 2019 2018 Federal income tax statutory rate 21.0 % 21.0 % 21.0 % Federal valuation allowance — — — Income not subject to federal income tax (21.0) (21.4) (21.5) State taxes 5.7 3.2 3.1 Effective tax rate on income from continuing operations 5.7 % 2.8 % 2.6 % The major tax-effected components of the Company’s net deferred tax liability are as follows: December 31, 2020 2019 (in thousands) Deferred tax asset – federal and state Accruals, reserves and other $ — $ — Total deferred tax asset $ — $ — Deferred tax liability – federal and state Real estate investments, net $ (33,298) $ (29,909) Other intangible assets, net — — Total deferred tax liability (33,298) (29,909) Net deferred tax liability $ (33,298) $ (29,909) The Company assesses its tax positions using a two-step process. A tax position is recognized if it meets a “more likely than not” threshold, and is measured at the largest amount of benefit that is greater than 50% likely of being realized. Uncertain tax positions must be reviewed at each balance sheet date. Liabilities recorded as a result of this analysis must generally be recorded separately from any current or deferred income tax accounts. The Company currently has no uncertain tax positions. The Company recognizes accrued interest and penalties related to unrecognized tax benefits in income tax expense. No interest or penalties were recorded for the years ended December 31, 2020 or December 31, 2019. The Company files income tax returns in the U.S. federal jurisdiction and various state and local jurisdictions. As of December 31, 2020, federal and Mississippi income tax returns for tax years 2017 and after, and all other state and local income tax returns filed for tax years 2016 and after, are subject to examination by the relevant taxing authorities. |
Shareholders' Equity and Partne
Shareholders' Equity and Partners' Capital | 12 Months Ended |
Dec. 31, 2020 | |
Equity [Abstract] | |
SHAREHOLDERS' EQUITY AND PARTNERS' CAPITAL | SHAREHOLDERS’ EQUITY AND PARTNERS’ CAPITAL MGP shareholders . Issuance of Class A shares. On January 31, 2019, the Company completed an offering of 19.6 million Class A shares representing limited liability company interests in a registered public offering, including 2.6 million Class A shares sold pursuant to the exercise in full by the underwriters of their over-allotment option, for net proceeds of approximately $548.4 million. On April 30, 2019, the Company entered into an ATM program to offer and sell up to an aggregate sales price of $300 million Class A shares through sales agents at prevailing market prices or agreed-upon prices. During the year ended December 31, 2019, the Company issued 5.3 million Class A shares under the program for net proceeds of approximately $161.0 million. On February 12, 2020, the Company received net proceeds of approximately $18.7 million for 0.6 million of forward shares settled under the ATM program. On November 22, 2019, the Company completed an offering of 30.0 million Class A shares in a registered public offering. The offering consisted of 18.0 million shares sold directly to the underwriters at closing for net proceeds of approximately $540.6 million after deducting underwriting discounts and commissions and 12.0 million shares sold under forward purchase agreements. On February 11 through February 13, 2020, the Company received net proceeds of approximately $355.9 million for 12.0 million of forward shares settled. The forward shares settled in exchange for cash proceeds per share equal to the applicable forward sale price, which was the public offering price less the underwriting discount and was subject to certain adjustments as provided in the forward sale agreements. On February 14, 2020, in connection with the MGP BREIT Venture Transaction, the Company completed a registered sale of 4.9 million Class A shares to BREIT for proceeds of $150.0 million. Operating Partnership capital and noncontrolling interest ownership transactions. The following discloses the effects of changes in the Company’s ownership percentage interest in its subsidiary, the Operating Partnership, on the Class A shareholders’ equity: For the years ended 2020 2019 2018 (in thousands) Net income attributable to MGM Growth Properties $ 76,129 $ 90,260 $ 67,065 Transfers from/(to) noncontrolling interest: Empire City Transaction — 23,745 — Issuance of Class A shares 442,717 1,049,582 — Park MGM Transaction — 2,496 — Northfield OpCo Transaction — (27,439) — MGP BREIT Venture Transaction 8,287 — — Redemption of temporary equity (114,924) — — Other 1,275 1,183 237 Net transfers from noncontrolling interest 337,355 1,049,567 237 Change from net income attributable to MGM Growth Properties and transfers to noncontrolling interest $ 413,484 $ 1,139,827 $ 67,302 Empire City Transaction. On January 29, 2019, in connection with the Empire City Transaction, the Operating Partnership issued 12.9 million Operating Partnership units to a subsidiary of MGM and MGP’s indirect ownership percentage in the Operating Partnership decreased from 26.7% to 25.4%. Issuance of Class A shares and Operating Partnership units - January 2019. On January 31, 2019, in connection with the Company’s registered offering of Class A shares, the Operating Partnership issued 19.6 million Operating Partnership units to the Company and MGP’s indirect ownership percentage in the Operating Partnership increased from 25.4% to 30.3%. Park MGM Transaction. On March 7, 2019, in connection with the Park MGM Transaction, the Operating Partnership issued 1.0 million Operating Partnership units to a subsidiary of MGM and MGP’s indirect ownership percentage in the Operating Partnership decreased from 30.3% to 30.2%. Northfield OpCo Transaction. On April 1, 2019, in connection with the Northfield OpCo Transaction, 9.4 million Operating Partnership units were ultimately redeemed by the Operating Partnership and MGP’s indirect ownership percentage in the Operating Partnership increased from 30.2% to 31.2%. Issuance of Class A shares and Operating Partnership units - ATM Program - 2019. In connection with the Company’s issuance of Class A shares under the ATM program during 2019, the Operating Partnership issued 5.3 million Operating Partnership units to the Company. Subsequent to the collective issuances, the ownership percentage in the Operating Partnership was 32.4%. Issuance of Class A shares and Operating Partnership units - November 2019. On November 22, 2019, in connection with the Company’s registered offering of Class A shares, the Operating Partnership issued 18.0 million Operating Partnership units to the Company. As a result of this transaction, MGP’s indirect ownership percentage in the Operating Partnership increased to 36.3%. Issuance of Class A shares and Operating Partnership units - Forwards. In connection with the registered issuance of 12.0 million Class A shares by the Company from February 11 through February 13, 2020 pursuant to the settlement of forward sales agreements from the November 2019 registered offering, discussed above, the Operating Partnership issued 12.0 million Operating Partnership units to the Company. Further, in connection with the registered issuance of 0.6 million of shares by the Company on February 12, 2020 pursuant to the settlement of forward sales agreements under the Company’s ATM program, the Operating Partnership issued 0.6 million Operating Partnership units to the Company. As a result of these collective issuances, MGP’s indirect ownership percentage in the Operating Partnership increased to 38.8%. Issuance of Class A shares and Operating Partnership units - BREIT. On February 14, 2020, in connection with the Company’s registered sale of Class A shares to BREIT, the Operating Partnership issued 4.9 million Operating Partnership units to the Company and the Company’s indirect ownership percentage in the Operating Partnership increased from 38.8% to 39.7%. MGP BREIT Venture Transaction. On February 14, 2020, in connection with the MGP BREIT Venture Transaction, the Operating Partnership issued 2.6 million Operating Partnership units to MGM and the Company’s indirect ownership percentage in the Operating Partnership decreased from 39.7% to 39.4%. Redemption of temporary equity. On May 18, 2020, in connection with the redemption waiver discussed in Note 1 and Note 2, the Operating Partnership redeemed 30.3 million Operating Partnership units from MGM for $700 million and the Company’s indirect ownership percentage in the Operating Partnership increased from 39.4% to 43.3%. On December 2, 2020 the Operating Partnership further redeemed 23.5 million Operating Partnership units from MGM for $700 million and the Company’s indirect ownership percentage in the Operating Partnership increased from 43.3% to 47.0%. Accumulated Other Comprehensive Income (Loss). Comprehensive income (loss) includes net income and all other non-shareholder changes in equity, or other comprehensive income (loss). Elements of the Company’s accumulated other comprehensive income (loss) are reported in the accompanying consolidated statement of shareholders’ equity. The following table summarizes the changes in accumulated other comprehensive income (loss) by component: Cash Flow Hedges Other Total (in thousands) Balance at January 1, 2018 $ 3,206 $ (98) $ 3,108 Other comprehensive income before reclassifications 5,258 — 5,258 Amounts reclassified from accumulated other comprehensive income to interest expense (1,130) — (1,130) Other comprehensive income 4,128 — 4,128 Less: Other comprehensive income attributable to noncontrolling interest (3,028) — (3,028) Balance at December 31, 2018 4,306 (98) 4,208 Other comprehensive loss before reclassifications (34,476) — (34,476) Amounts reclassified from accumulated other comprehensive loss to interest expense (5,599) — (5,599) Amounts reclassified from accumulated other comprehensive loss to loss on unhedged interest rate swaps 4,877 — 4,877 Other comprehensive loss (35,198) — (35,198) Other changes in accumulated other comprehensive loss: Empire City Transaction — (195) (195) Issuance of Class A shares — (1,512) (1,512) Park MGM Transaction — (16) (16) Northfield OpCo Transaction — 2 2 Changes in accumulated other comprehensive loss: (35,198) (1,721) (36,919) Less: Other comprehensive loss attributable to noncontrolling interest 25,666 — 25,666 Balance at Balance at December 31, 2019 (5,226) (1,819) (7,045) Other comprehensive loss before reclassifications (104,999) — (104,999) Amounts reclassified from accumulated other comprehensive loss to interest expense 17,922 — 17,922 Amounts reclassified from accumulated other comprehensive loss to gain on unhedged interest rate swaps (2,547) — (2,547) Other comprehensive loss (89,624) — (89,624) Other changes in accumulated other comprehensive loss: Issuance of Class A shares — (646) (646) Issuance of OP Units — 59 59 Redemption of temporary equity — (8,773) (8,773) Other — 45 45 Changes in accumulated other comprehensive loss: (89,624) (9,315) (98,939) Less: Other comprehensive loss attributable to noncontrolling interest 54,787 — 54,787 Balance at December 31, 2020 $ (40,063) $ (11,134) $ (51,197) At December 31, 2020, the estimated amount currently recorded in accumulated other comprehensive loss that will be recognized in earnings over the next 12 months is not material. MGP dividends and Operating Partnership distributions. The Operating Partnership declares and pays distributions. MGP pays its dividends with the receipt of its share of the Operating Partnership’s distributions. Dividends with respect to MGP’s Class A shares are characterized for federal income tax purposes as taxable ordinary dividends, capital gains dividends, non-dividend distributions or a combination thereof. A summary of the Company’s stock distributions for the years ended December 31, 2020, 2019, and 2018 is as follows: Year Ended December 31, 2020 2019 2018 Non-qualified dividends $ 1.4649 76.30 % $ 1.6134 87.21 % $ 1.2669 74.20 % Return of capital 0.4551 23.70 % 0.2366 12.79 % 0.4406 25.80 % Total $ 1.9200 100.00 % $ 1.8500 100.00 % $ 1.7075 100.00 % |
Earnings Per Class A Share
Earnings Per Class A Share | 12 Months Ended |
Dec. 31, 2020 | |
Earnings Per Share [Abstract] | |
EARNINGS PER CLASS A SHARE | EARNINGS PER CLASS A SHARE The table below provides earnings and the number of Class A shares used in the computations of “basic” earnings per share, which utilizes the weighted average number of Class A shares outstanding without regard to dilutive potential Class A shares, and “diluted” earnings per share, which includes all such shares. Earnings attributable to Class A shares, weighted average Class A shares outstanding and the effect of dilutive securities outstanding are presented for each period. Earnings per share has not been presented for the Class B shareholder as the Class B share is not entitled to any economic rights in the Company. Twelve Months Ended December 31, 2020 2019 2018 (In thousands) Numerator: Income from continuing operations, net of tax $ 160,371 $ 259,349 $ 214,139 Less: Income from continuing operations attributable to noncontrolling interest (84,242) (173,871) (155,220) Income from continuing operations attributable to Class A shares - basic and diluted 76,129 85,478 58,919 Income from discontinued operations, net of tax — 16,216 30,563 Less: Income from discontinued operations attributable to noncontrolling interest — (11,434) (22,417) Income from discontinued operations attributable to Class A shares - basic and diluted — 4,782 8,146 Net income attributable to Class A shares - basic and diluted $ 76,129 $ 90,260 $ 67,065 Denominator: Weighted average Class A shares outstanding (1) - basic 129,491 93,047 70,998 Effect of dilutive shares for diluted net income per Class A share (2) 162 252 188 Weighted average Class A shares outstanding (1) - diluted 129,653 93,299 71,186 (1) Includes weighted average deferred share units granted to certain members of the board of directors. (2) Less than 0.1 million shares related to outstanding share-based compensation awards were excluded due to being antidilutive for each of the years ended December 31, 2020 and December 31, 2019. No shares related to outstanding share-based compensation awards were excluded due to being antidilutive for the years ended December 31, 2018. (3) Diluted earnings per Class A share does not assume conversion of the Operating Partnership units held by MGM as such conversion would be antidilutive. The table below provides earnings and the number of Operating Partnership units used in the computations of “basic” earnings per Operating Partnership unit, which utilizes the weighted average number of Operating Partnership units outstanding without regard to dilutive potential Operating Partnership units, and “diluted” earnings per Operating Partnership units, which includes all such Operating Partnership units. Earnings attributable to Operating Partnership units, weighted average Operating Partnership units outstanding and the effect of dilutive securities outstanding are presented for each period. Twelve Months Ended December 31, 2020 2019 2018 (In thousands) Numerator: Income from continuing operations, net of tax, attributable to unitholders - basic and diluted $ 160,371 $ 259,349 $ 214,139 Income from discontinued operations, net of tax - basic and diluted — 16,216 30,563 Net income attributable to unitholders - basic and diluted $ 160,371 $ 275,565 $ 244,702 Denominator: Weighted average Operating Partnership units outstanding (1) - basic 310,688 293,885 266,132 Effect of dilutive shares for diluted net income per Operating Partnership unit (2) 162 252 188 Weighted average Operating Partnership units outstanding (1) - diluted 310,850 294,137 266,320 (1) Includes weighted average deferred share units granted to certain members of the Board of Directors. (2) Less than 0.1 million units related to outstanding share-based compensation awards were excluded due to being antidilutive for each of the years ended December 31, 2020 and December 31, 2019. No units related to outstanding share-based compensation awards were excluded due to being antidilutive for the years ended December 31, 2018. |
Earnings Per Operating Partners
Earnings Per Operating Partnership Unit | 12 Months Ended |
Dec. 31, 2020 | |
Earnings Per Share [Abstract] | |
EARNINGS PER OPERATING PARTNERSHIP UNIT | EARNINGS PER CLASS A SHARE The table below provides earnings and the number of Class A shares used in the computations of “basic” earnings per share, which utilizes the weighted average number of Class A shares outstanding without regard to dilutive potential Class A shares, and “diluted” earnings per share, which includes all such shares. Earnings attributable to Class A shares, weighted average Class A shares outstanding and the effect of dilutive securities outstanding are presented for each period. Earnings per share has not been presented for the Class B shareholder as the Class B share is not entitled to any economic rights in the Company. Twelve Months Ended December 31, 2020 2019 2018 (In thousands) Numerator: Income from continuing operations, net of tax $ 160,371 $ 259,349 $ 214,139 Less: Income from continuing operations attributable to noncontrolling interest (84,242) (173,871) (155,220) Income from continuing operations attributable to Class A shares - basic and diluted 76,129 85,478 58,919 Income from discontinued operations, net of tax — 16,216 30,563 Less: Income from discontinued operations attributable to noncontrolling interest — (11,434) (22,417) Income from discontinued operations attributable to Class A shares - basic and diluted — 4,782 8,146 Net income attributable to Class A shares - basic and diluted $ 76,129 $ 90,260 $ 67,065 Denominator: Weighted average Class A shares outstanding (1) - basic 129,491 93,047 70,998 Effect of dilutive shares for diluted net income per Class A share (2) 162 252 188 Weighted average Class A shares outstanding (1) - diluted 129,653 93,299 71,186 (1) Includes weighted average deferred share units granted to certain members of the board of directors. (2) Less than 0.1 million shares related to outstanding share-based compensation awards were excluded due to being antidilutive for each of the years ended December 31, 2020 and December 31, 2019. No shares related to outstanding share-based compensation awards were excluded due to being antidilutive for the years ended December 31, 2018. (3) Diluted earnings per Class A share does not assume conversion of the Operating Partnership units held by MGM as such conversion would be antidilutive. The table below provides earnings and the number of Operating Partnership units used in the computations of “basic” earnings per Operating Partnership unit, which utilizes the weighted average number of Operating Partnership units outstanding without regard to dilutive potential Operating Partnership units, and “diluted” earnings per Operating Partnership units, which includes all such Operating Partnership units. Earnings attributable to Operating Partnership units, weighted average Operating Partnership units outstanding and the effect of dilutive securities outstanding are presented for each period. Twelve Months Ended December 31, 2020 2019 2018 (In thousands) Numerator: Income from continuing operations, net of tax, attributable to unitholders - basic and diluted $ 160,371 $ 259,349 $ 214,139 Income from discontinued operations, net of tax - basic and diluted — 16,216 30,563 Net income attributable to unitholders - basic and diluted $ 160,371 $ 275,565 $ 244,702 Denominator: Weighted average Operating Partnership units outstanding (1) - basic 310,688 293,885 266,132 Effect of dilutive shares for diluted net income per Operating Partnership unit (2) 162 252 188 Weighted average Operating Partnership units outstanding (1) - diluted 310,850 294,137 266,320 (1) Includes weighted average deferred share units granted to certain members of the Board of Directors. (2) Less than 0.1 million units related to outstanding share-based compensation awards were excluded due to being antidilutive for each of the years ended December 31, 2020 and December 31, 2019. No units related to outstanding share-based compensation awards were excluded due to being antidilutive for the years ended December 31, 2018. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | COMMITMENTS AND CONTINGENCIES Litigation. In the ordinary course of business, from time to time, the Company expects to be subject to legal claims and administrative proceedings, none of which are currently outstanding, which the Company believes could have, individually or in the aggregate, a material adverse effect on its business, financial position, results of operations, or cash flows. |
Schedule III - Real Estate and
Schedule III - Real Estate and Accumulated Depreciation | 12 Months Ended |
Dec. 31, 2020 | |
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation Disclosure [Abstract] | |
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION | SCHEDULE III — REAL ESTATE AND ACCUMULATED DEPRECIATION (in thousands) December 31, 2020 Acquisition Costs (a) Costs Capitalized Subsequent to Acquisition Gross Amount (b) Property (c) (g) Encumbrances Land Building, Improvements and Other Land Building, Improvements and Other Land Building, Improvements and Other Total Accumulated Depreciation Year Acquired (d) Useful Life Investment Properties: New York-New York (f) e $ 183,010 $ 585,354 $ — $ — $ 183,010 $ 584,459 $ 767,469 $ (345,394) 2016 h The Mirage e 1,017,562 760,222 — — 1,017,562 746,186 1,763,748 (537,579) 2016 h Luxor e 440,685 710,796 — — 440,685 701,584 1,142,269 (395,809) 2016 h Excalibur e 814,805 342,685 — 43,945 814,805 383,511 1,198,316 (169,516) 2016 h Park MGM e 291,035 376,625 — 103,406 291,035 324,509 615,544 (108,556) 2016 h Beau Rivage e 104,945 561,457 — — 104,945 551,402 656,347 (283,847) 2016 h MGM Grand Detroit e 52,509 597,324 — — 52,509 596,694 649,203 (206,769) 2016 h Gold Strike Tunica e 3,609 179,146 — — 3,609 178,305 181,913 (97,553) 2016 h Borgata e 35,568 1,264,432 — — 35,568 1,249,925 1,285,493 (154,417) 2016 h MGM National Harbor — — 1,183,909 — — — 1,205,531 1,205,531 (164,914) 2017 h MGM Northfield Park e 392,500 376,842 — — 392,500 373,324 765,824 (34,120) 2018 h Empire City — 95,000 530,000 — — 95,000 530,000 625,000 (47,843) 2019 h 3,431,228 7,468,792 — 147,351 3,431,228 7,425,430 10,856,657 (2,546,317) Corporate Property: MGP Corporate Office — 488 — 192 — 681 681 (284) 2017 h $ 3,431,228 $ 7,469,280 $ — $ 147,543 $ 3,431,228 $ 7,426,111 $ 10,857,338 $ (2,546,601) (a) Represents the net carrying value of the properties acquired in April 2016 and the real estate assets of Borgata, MGM National Harbor, MGM Northfield Park and Empire City on their respective acquisition dates by the Operating Partnership. (b) The aggregate cost of land, buildings and improvements for federal income tax purposes is approximately $8.5 billion. (c) All of the properties are large-scale destination entertainment and gaming-related properties, with the exception of MGP Corporate Office. See “Item 1 — Business — Our Properties” for additional detail about our properties. (d) We have omitted the date of construction of our properties on the basis that compiling this disclosure on a site-by-site basis would be impracticable because the majority of the real estate assets were constructed by other companies that were later acquired by MGM and then ultimately acquired by MGP in April 2016. (e) The assets comprising these Properties collectively secure the entire amount of the Operating Partnership’s senior secured credit facility. (f) Includes The Park dining and entertainment district. (g) This schedule does not include properties owned by MGP BREIT Venture. (h) Depreciation is computed based on the following estimated useful lives: Buildings and building improvements 20 to 40 years Land improvements 10 to 20 years Fixtures and integral equipment 3 to 20 years Reconciliation of Real Estate 2020 2019 2018 Balance at beginning of year $ 13,924,496 $ 13,318,334 $ 12,655,847 Additions (1) — 625,000 788,850 Dispositions and write-offs (2) (3,067,158) (27,377) (105,646) Other — 8,539 (20,717) Balance at end of year $ 10,857,338 $ 13,924,496 $ 13,318,334 (1) 2019 includes $625.0 million resulting from the Operating Partnership’s acquisition of the real estate assets of Empire City. 2018 includes $769.3 million resulting from the Operating Partnership’s acquisition of the real estate assets of MGM Northfield Park. (2) 2020 includes $3.1 billion resulting from the contribution of Mandalay Bay to MGP BREIT Venture as part of the MGP BREIT Venture Transaction. Reconciliation of Accumulated Depreciation 2020 2019 2018 Balance at beginning of year $ (3,096,524) $ (2,812,205) $ (2,633,909) Depreciation expense (236,853) (294,705) (266,622) Dispositions and write-offs (1) 786,776 16,533 85,327 Other — (6,147) 2,999 Balance at end of year $ (2,546,601) $ (3,096,524) $ (2,812,205) (1) 2020 includes $785.3 million relating to the contribution of Mandalay Bay to MGP BREIT Venture as part of the MGP BREIT Venture Transaction. |
Basis of Presentation and Sum_2
Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Basis of presentation | Basis of presentation. The accompanying consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) set forth in the Accounting Standards Codification (“ASC”), as published by the Financial Accounting Standards Board (“FASB”), and with the applicable rules and regulations of the Securities and Exchange Commission (“SEC”). |
Reclassification | Certain reclassifications have been made to conform the prior period presentation. The real estate assets of Mandalay Bay were classified as held and used in the consolidated balance sheets at December 31, 2019 as the held for sale criteria were not met as of the balance sheet date. |
Principles of consolidation | Principles of consolidation. The Company identifies entities for which control is achieved through means other than voting rights and to determine which business enterprise is the primary beneficiary of variable interest entities (“VIE”). A VIE is an entity in which either (i) the equity investors as a group, if any, lack the power through voting or similar rights to direct the activities of such entity that most significantly impact such entity’s economic performance or (ii) the equity investment at risk is insufficient to finance that entity’s activities without additional subordinated financial support. The Company identifies the primary beneficiary of a VIE as the enterprise that has both of the following characteristics: (i) the power to direct the activities of the VIE that most significantly impact the entity’s economic performance; and (ii) the obligation to absorb losses or receive benefits of the VIE that could potentially be significant to the entity. The Company consolidates its investment in a VIE when it determines that it is its primary beneficiary. The Company may change its original assessment of a VIE upon subsequent events such as the modification of contractual arrangements that affect the characteristics or adequacy of the entity’s equity investments at risk and the disposition of all or a portion of an interest held by the primary beneficiary. The Company performs this analysis on an ongoing basis. The consolidated financial statements of MGP include the accounts of the Operating Partnership, a VIE of which the Company is the primary beneficiary, as well as its wholly owned and majority-owned subsidiaries, which represents all of MGP’s assets and liabilities. As MGP holds what is deemed a majority voting interest in the Operating Partnership through its ownership of the Operating Partnership’s sole general partner, it qualifies for the exemption from providing certain of the required disclosures associated with investments in VIEs. The consolidated financial statements of the Operating Partnership include the accounts of its wholly owned subsidiary, MGP Lessor LLC, which is the MGM-MGP Master Lease landlord, a VIE of which the Operating Partnership is the primary beneficiary. As of December 31, 2020, on a consolidated basis, MGP Lessor, LLC had total assets of $9.2 billion primarily related to its real estate investments and total liabilities of $530.7 million primarily related to its deferred revenue and operating lease liabilities. For entities determined not to be VIEs, the Company consolidates such entities in which the Company owns 100% of the equity. For entities in which the Company owns less than 100% of the equity interest, the Company consolidates the entity under the voting interest model if it has controlling financial interest based upon the terms of the respective entities’ ownership agreements. If the entity does not qualify for consolidation under the voting interest model and the Company has significant influence over the operating and financial decisions of the entity, the Company accounts for the entity under the equity method, such as the Company’s MGP BREIT Venture, which does not qualify for consolidation as the Company has joint control, given the entity is structured with substantive participating rights whereby both owners participate in the decision making process which prevents the Company from exerting a controlling financial interest, as defined in ASC 810. |
Noncontrolling interest | Noncontrolling interest. MGP presents noncontrolling interest and classifies such interest as a component of consolidated shareholders’ equity, separate from the Company’s Class A shareholders’ equity. Noncontrolling interest in MGP represents Operating Partnership units currently held by subsidiaries of MGM. Comprehensive income or loss of the Operating Partnership is allocated to its noncontrolling interest based on the noncontrolling interest’s ownership percentage in the Operating Partnership except for income tax expenses as discussed in Note 9. Ownership percentage is calculated by dividing the number of Operating Partnership units held by the noncontrolling interest by the total Operating Partnership units held by the noncontrolling interest and the Company. Issuance of additional Class A shares and Operating Partnership units changes the ownership interests of both the noncontrolling interest and the Company. Such transactions and the related proceeds are treated as capital transactions. |
Use of estimates | Use of estimates. The consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America. These principles require the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. |
Redeemable noncontrolling interest and redeemable capital | Redeemable noncontrolling interest and redeemable capital. As discussed in Note 1, on January 14, 2020 the Operating Partnership agreed to waive its right following the closing of the MGP BREIT Venture Transaction to issue MGP Class A shares, in lieu of cash, to settle redemptions of Operating Partnership units held by MGM up to a maximum cash redemption amount of $1.4 billion. In connection with the waiver, the Operating Partnership and the Company reclassified, from permanent equity to temporary equity, the carrying value of Operating Partnership units that could require cash redemption and remeasured the units to their redemption value. The Operating Partnership units that comprised the $1.4 billion redemption amount were determined based on a 3% discount to the ten-day average closing price prior to the date of determination. At each subsequent reporting period, the carrying value of temporary equity was remeasured to the greater of: (1) the carrying value of the number of units then considered redeemable, inclusive of the comprehensive income and losses attributed based on a per unit or share basis in accordance with ASC 810 or (2) the redemption value of the number of units that are then redeemable based on the remaining aggregate cash redemption amount and the per share redemption value, except that decreases in the per unit or share redemption were limited to the amount of previous increases, with the differences between the carrying value and the remeasured |
Investment in and advances to unconsolidated affiliate | Investment in and advances to unconsolidated affiliate. The Company has an investment in an unconsolidated affiliate accounted for under the equity method, which is currently comprised of MGP BREIT Venture. Under the equity method, carrying value is adjusted for the Company’s share of the investee’s earnings and losses, as well as distributions from the investee. The Company classifies its share of investee’s earnings as a component of “Other income (expense)”, as the Company’s investment in such unconsolidated affiliate is an extension of the Company’s core business operations. |
Real estate investments | Real estate investments. Real estate investments consist of land, buildings, improvements and integral equipment. The majority of the Company’s real property was contributed or acquired by the Operating Partnership from MGM as transactions between entities under common control, and as a result, such real estate was initially recorded by the Company at MGM’s historical cost basis, less accumulated depreciation (i.e., there was no change in the basis of the contributed assets), as of the contribution or acquisition dates. Costs of maintenance and repairs to real estate investments are the responsibility of the tenant under the MGM-MGP Master Lease. Based upon the terms of the MGM-MGP Master Lease, although the tenant is responsible for all capital expenditures during the term of the lease, if, in the future, a deconsolidation event occurs, the Company will be required to pay the tenant, should the tenant so elect, for certain capital improvements that would not constitute “normal tenant improvements” in accordance with U.S. GAAP in effect at lease commencement (i.e. ASC 840) (“Non-Normal Tenant Improvements”), subject to an initial cap of $100 million in the first year of the lease increasing annually by $75 million each year thereafter. The Company will be entitled to receive additional rent based on the 10-year treasury yield plus 600 basis points multiplied by the value of the new capital improvements the Company is required to pay for in connection with a deconsolidation event and such capital improvements will be subject to the terms of the lease. Examples of Non-Normal Tenant Improvements include the costs of structural elements at the properties, including capital improvements that expand the footprint or square footage of any of the properties or extend the useful life of the properties, as well as equipment that would be a necessary improvement at any of the properties, including initial installation of elevators, air conditioning systems or electrical wiring. Inception-to-date Non-Normal Tenant Improvements were $48.4 million through December 31, 2020. |
Depreciation and property transactions | In accordance with accounting standards governing the impairment or disposal of long-lived assets, the carrying value of long-lived assets, including land, buildings and improvements, land improvements and integral equipment is evaluated whenever events or changes in circumstances indicate that a potential impairment has occurred relative to a given asset or assets. Factors that could result in an impairment review include, but are not limited to, a current period cash flow loss combined with a history of cash flow losses, current cash flows that may be insufficient to recover the investment in the property over the remaining useful life, a projection that demonstrates continuing losses associated with the use of a long-lived asset, significant changes in the manner of use of the assets or significant changes in business strategies. If such circumstances arise, the Company uses an estimate of the undiscounted value of expected future operating cash flows to determine whether the long-lived assets are impaired. If the aggregate undiscounted cash flows plus net proceeds expected from disposition of the assets (if any) are less than the carrying amount of the assets, the resulting impairment charge to be recorded is calculated based on the excess of the carrying value of the assets over the fair value of such assets, with the fair value determined based on an estimate of discounted future cash flows, appraisals or other valuation techniques. There were no impairment charges related to long-lived assets recognized during the years ended December 31, 2020, 2019, and, 2018. Depreciation and property transactions. Depreciation expense is recognized over the useful lives of real estate investments applying the straight-line method over the following estimated useful lives, which are periodically reviewed: Buildings and building improvements 20 to 40 years Land improvements 10 to 20 years Furniture, fixtures and equipment 3 to 20 years Property transactions, net are comprised of transactions related to long-lived assets, such as gains and losses on the disposition of assets. |
Lease incentive asset | Lease incentive asset. The Company’s lease incentive asset consists of the consideration paid to MGM as part of the Park MGM Transaction, net of the deferred revenue balance associated with Non-Normal Tenant Improvements related to Park MGM, which was derecognized. The Company amortizes the lease incentive asset as a reduction of rental revenue over the remaining term of the MGM-MGP Master Lease. |
Deferred revenue and Revenue recognition | Deferred revenue. The Company received nonmonetary consideration related to Non-Normal Tenant Improvements as they become MGP’s property pursuant to the MGM-MGP Master Lease and recognized the cost basis of Non-Normal Tenant Improvements as real estate investments and deferred revenue. The Company depreciates the real estate investments over their estimated useful lives and amortizes the deferred revenue as additional rental revenue over the remaining term of the MGM-MGP Master Lease once the related real estate investments were placed in service. Revenue recognition. Rental revenue under the MGM-MGP Master Lease, which is accounted for as an operating lease, is recognized on a straight-line basis over the non-cancelable term and reasonably certain renewal periods, which includes the initial lease term of ten years and all four additional five-year terms under the lease, for all contractual revenues that are determined to be fixed and measurable, payment has been received or collectability is probable. The difference between such rental revenue earned and the cash rent due under the provisions of the lease is recorded as deferred rent receivable and included as a component of “Prepaid expenses and other assets” in the consolidated balance sheets or as “Deferred revenue” in the consolidated balance sheets if cash rent due exceeds rental revenue earned. “Ground lease and other” on the consolidated statements of operations reflects the amortization of deferred revenue relating to Non-Normal Tenant Improvements as well as the non-cash ground lease revenue from the tenant. Prior to the adoption of ASC 842 on January 1, 2019, the Company also reflected within this line item the revenue that arises from costs for which the Company is the primary obligor that are required to be paid by the tenant on behalf of the Company pursuant to the triple-net lease terms such as property taxes. ASC 842 requires lessors to exclude from variable payments, and therefore from revenue, lessor costs paid by lessees directly to third parties. Under the MGM-MGP Master Lease, the lessee pays property tax directly to third parties; accordingly, the Company no longer reflect such costs within revenues or expenses as of January 1, 2019. Northfield generated gaming, food, beverage and other revenue, which primarily consisted of video lottery terminal (“VLT ” ) wager transactions and food and beverage transactions and such revenue relating to the operations of Northfield is classified as discontinued operations. Refer to Note 3 for further information. |
Lessee leases | Lessee leases. The Company determines if an arrangement is or contains a lease at inception or modification of the arrangement. An arrangement is or contains a lease if there are identified assets and the right to control the use of an identified asset is conveyed for a period in exchange for consideration. Control over the use of the identified asset means the lessee has both the right to obtain substantially all of the economic benefits from the use of the asset and the right to direct the use of the asset. For leases with terms greater than twelve months, the operating lease right-of-use (“ROU”) assets and operating lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date. The initial measurement of the operating lease ROU assets also includes any prepaid lease payments and are reduced by any previously accrued deferred rent. When available, the Company uses the rate implicit in the lease to discount lease payments to present value; however, the Company’s leases do not provide a readily determinable implicit rate. Therefore, the Company uses its incremental borrowing rate to discount the lease payments based on the information available at commencement date. Certain of the Company’s leases include fixed rental escalation clauses that are factored into the determination of lease payments. Lease terms include options to extend or terminate the lease when it is reasonably certain that such option will be exercised. Lease expense for minimum lease payments is recognized on a straight-line basis over the expected lease term. |
Cash and cash equivalents | Cash and cash equivalents. Cash and cash equivalents include investments and interest-bearing instruments with maturities of 90 days or less at the date of acquisition. Such investments are carried at cost, which approximates market value. |
Ground lease and other reimbursable expenses | Ground lease and other expenses. Ground lease and other expenses arise from costs which, subsequent to the adoption of ASC 842, includes ground lease rent paid directly by the tenant pursuant to the third-party lessor on behalf of the Company. As discussed above, prior to the adoption of ASC 842 on January 1, 2019, this line item also included property taxes paid for by the tenant on behalf of the Company pursuant to the triple-net lease terms of the MGM-MGP Master Lease. |
Acquisition-related expenses | Acquisition-related expenses. The Company expenses transaction costs associated with completed or announced acquisitions in the period in which they are incurred. These costs are included in “Acquisition-related expenses” within the consolidated statements of operations. |
General and administrative | General and administrative. General and administrative expenses primarily include the salaries and benefits of employees and external consulting costs. In addition, pursuant to a corporate services agreement between the Operating Partnership and MGM (the “Corporate Services Agreement”), MGM provides the Operating Partnership and its subsidiaries with financial, administrative and operational support services, including accounting and finance support, human resources support, legal and regulatory compliance support, insurance advisory services, internal audit services, governmental affairs monitoring and reporting services, information technology support, construction services and various other support services. MGM is reimbursed for all costs it incurs directly related to providing the services thereunder. |
Deferred financing costs | Deferred financing costs. Deferred financing costs were incurred in connection with the issuance of the term loan facilities, revolving credit facility and senior notes. Costs incurred in connection with term loan facilities and senior notes were capitalized and offset against the carrying amount of the related indebtedness. Costs incurred in connection with the Operating Partnership’s revolving credit facility are capitalized as a component of prepaid expenses and other assets. These costs are amortized over the term of the indebtedness and are included in interest expense in the consolidated statement of operations. |
Concentrations of credit risk | Concentrations of credit risk. As of December 31, 2020, all of the Company’s real estate properties have been leased to MGM and all of the Company’s revenues for the period ending December 31, 2020 are derived from the MGM-MGP Master Lease with MGM. |
Derivative financial instruments | Derivative financial instruments. The Company accounts for its derivatives in accordance with FASB ASC Topic 815, Derivatives and Hedging , in which all derivative instruments are reflected at fair value as either assets or liabilities. For derivative instruments that are designated and qualify as hedging instruments, the Company records the gain or loss on the hedge instruments as a component of accumulated other comprehensive income. For derivative instruments that are not designated and do not quality as hedging instruments, the Company records the gain or loss on the derivative instruments as ”Gain (loss) on unhedged interest rate swaps, net” on the consolidated statements of operations |
Fair value measurements | Fair value measurements . Fair value measurements are utilized in the accounting and impairment assessments of the Company’s real estate investments. investment in unconsolidated affiliate, and certain of its financial assets and liabilities. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date and is measured according to a hierarchy that includes: Level 1 inputs, such as quoted prices in an active market; Level 2 inputs, which are observable inputs for similar assets; or Level 3 inputs, which are unobservable inputs. The Company used the following inputs in its fair value measurements: • Level 2 inputs for its debt fair value disclosures. See Note 7; and |
Reportable segment | Reportable segment. The Company’s operations consist of investments in real estate, both wholly owned and through its investment in MGP BREIT Venture, for which all such real estate properties are similar to one another in that they consist of large-scale destination entertainment and leisure resorts and related offerings, whose tenants generally offer casino gaming, hotel, convention, dining, entertainment and retail amenities, have similar economic characteristics and are governed by triple-net operating |
Recently issued accounting standards | Recently issued accounting standards. In March 2020, the FASB issued ASC 848, “Reference Rate Reform (Topic 848)”. ASC 848 provides optional expedients for applying U.S. GAAP to reference rate reform related contracts, hedging relationships and other qualifying transactions. Application of these expedients preserve the presentation of derivative instruments consistent with past presentation. The guidance is optional and may be elected when or as reference rate reform activities occur. The Company is currently evaluating whether it will elect practical expedients if and when its hedging and related activities are impacted. |
Basis of Presentation and Sum_3
Basis of Presentation and Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Redeemable Noncontrolling Interest | The components of equity that related to the Company’s redeemable noncontrolling interest and the Operating Partnership’s redeemable capital during the year ended December 31, 2020 were as follows: (In thousands) As of January 14, 2020 $ — Reclassification and remeasurement adjustments 1,405,058 Attribution of: Net income 12,079 Redemption of temporary equity (1,392,468) MGP's issuance of Class A shares and Operating Partnership's issuance of units 18,418 MGP BREIT Venture Transaction 16,136 Cash flow hedges (12,995) Share-based compensation 292 Deemed contribution - tax sharing agreement 1,047 MGP Dividends and Operating Partnership distributions declared (46,887) Other (680) As of December 31, 2020 $ — |
Useful Lives of Property and Equipment Used in Operations | Depreciation expense is recognized over the useful lives of real estate investments applying the straight-line method over the following estimated useful lives, which are periodically reviewed: Buildings and building improvements 20 to 40 years Land improvements 10 to 20 years Furniture, fixtures and equipment 3 to 20 years |
Acquisitions and Dispositions (
Acquisitions and Dispositions (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Business Combinations [Abstract] | |
Results of discontinued operations | The results of the Northfield OpCo discontinued operations are summarized as follows: Year Ended December 31, Year Ended December 31, 2019 2018 (in thousands) Total revenues $ 67,841 $ 132,949 Total expenses (48,735) (97,330) Income from discontinued operations before income taxes 19,106 35,619 Provision for income taxes (2,890) (5,056) Income from discontinued operations, net of tax 16,216 30,563 Less: Income attributable to noncontrolling interests - discontinued operations (11,434) (22,417) Income from discontinued operations attributable to Class A shareholders $ 4,782 $ 8,146 |
Real Estate Investments (Tables
Real Estate Investments (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Real Estate [Abstract] | |
Carrying Value of Real Estate Investments | The carrying value of real estate investments is as follows: December 31, 2020 2019 (in thousands) Land $ 3,431,228 $ 4,631,013 Buildings, building improvements, land improvements and integral equipment 7,426,110 9,293,483 10,857,338 13,924,496 Less: Accumulated depreciation (2,546,601) (3,096,524) $ 8,310,737 $ 10,827,972 |
Investment in Unconsolidated _2
Investment in Unconsolidated Affiliate - (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Summary of Equity Method Investments | Summarized balance sheet information of MGP BREIT Venture is as follows: Balance at December 31, 2020 (in thousands) Real estate investments, net $ 4,523,638 Other assets 95,342 Debt, net 2,994,269 Other liabilities 7,811 Summarized results of operations of MGP BREIT Venture are as follows: Year ended December 31, 2020 (in thousands) Net revenues $ 346,481 Income from continuing operations 177,757 Net income 177,757 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Leases [Abstract] | |
Future Noncancelable Minimum Rental Payments | Under the MGM-MGP Master Lease, future non-cancelable minimum cash rental payments, which are the payments under the initial 10-year term through April 30, 2026 and do not include the four five-year renewal options and, with respect to MGM National Harbor, through August 31, 2024, are as follows as of December 31, 2020: Year ending December 31, (in thousands) 2021 $ 839,012 2022 784,336 2023 764,861 2024 733,161 2025 669,760 Thereafter 223,253 Total $ 4,014,383 |
Lease Costs | Other information related to the Company’s operating leases was as follows: Supplemental balance sheet information December 31, 2020 December 31, 2019 Weighted average remaining lease term (years) 58 59 Weighted average discount rate (%) 7 % 7 % |
Maturity of Operating Lease Liability | Maturities of operating lease liabilities were as follows: Year ending December 31, (in thousands) 2021 $ 24,996 2022 25,015 2023 24,875 2024 24,846 2025 24,846 Thereafter 1,307,958 Total future minimum lease payments 1,432,536 Less: Amount of lease payments representing interest (1,091,403) Total $ 341,133 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | Debt consists of the following: December 31, 2020 2019 (in thousands) Senior secured credit facility: Senior secured term loan A facility $ — $ 399,125 Senior secured term loan B facility — 1,304,625 Senior secured revolving credit facility 10,000 — 5.625% senior notes, due 2024 1,050,000 1,050,000 4.625% senior notes, due 2025 800,000 — 4.50% senior notes, due 2026 500,000 500,000 5.75% senior notes, due 2027 750,000 750,000 4.50% senior notes, due 2028 350,000 350,000 3.875% senior notes, due 2029 750,000 — 4,210,000 4,353,750 Less: Unamortized discount and debt issuance costs (41,041) (46,396) $ 4,168,959 $ 4,307,354 |
Maturities of the Principal Amount of Debt | Maturities of the principal amount of the Operating Partnership’s debt as of December 31, 2020 are as follows: Year ending December 31, (in thousands) 2021 $ — 2022 — 2023 10,000 2024 1,050,000 2025 800,000 Thereafter 2,350,000 $ 4,210,000 |
Derivatives and Hedging Activ_2
Derivatives and Hedging Activities (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Interest Rate Swaps | The Operating Partnership’s interest rate swaps as of December 31, 2020 are summarized in the table below. Notional Amount Weighted Average Fixed Rate Fair Value Liability Effective Date Maturity Date (in thousands, except percentages) Derivatives designated as hedges: $ 900,000 1.801 % $ (41,131) November 30, 2021 December 31, 2024 $ 900,000 $ (41,131) Derivatives not designated as hedges: $ 1,200,000 1.844 % $ (18,889) May 3, 2017 November 30, 2021 300,000 1.158 % (10,451) September 6, 2019 December 31, 2024 400,000 2.252 % (48,453) October 1, 2019 December 31, 2029 $ 1,900,000 $ (77,793) $ (118,924) The Operating Partnership’s interest rate swaps as of December 31, 2019 are summarized in the table below. Notional Amount Weighted Average Fixed Rate Fair Value Asset (Liability) Effective Date Maturity Date (in thousands, except percentages) Derivatives designated as hedges: $ 600,000 1.902 % $ (4,106) May 3, 2017 November 30, 2021 300,000 1.158 % 6,529 September 6, 2019 December 31, 2024 400,000 2.252 % (18,743) October 1, 2019 December 31, 2029 900,000 1.801 % (4,915) November 30, 2021 December 31, 2024 $ 2,200,000 $ (21,235) Derivatives not designated as hedges: $ 600,000 1.786 % $ (2,736) May 3, 2017 November 30, 2021 $ 600,000 $ (2,736) $ (23,971) |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Provision for Income Taxes Attributable to Income (Loss) Before Income Taxes | The provision for income taxes on continuing operations is as follows: Year Ended December 31, 2020 2019 2018 (in thousands) Federal: Current $ — $ — $ — Deferred — (1,058) (1,142) Provision for federal income taxes on continuing operations $ — $ (1,058) $ (1,142) State: Current $ 6,345 $ 7,309 $ 5,746 Deferred 3,389 1,347 1,175 Provision for state income taxes on continuing operations $ 9,734 $ 8,656 $ 6,921 |
Reconciliation of Federal Income Tax Statutory Rate and Effective Tax Rate | A reconciliation of the federal income tax statutory rate and the Company’s effective tax rate on income from continuing operations is as follows: Year Ended December 31, 2020 2019 2018 Federal income tax statutory rate 21.0 % 21.0 % 21.0 % Federal valuation allowance — — — Income not subject to federal income tax (21.0) (21.4) (21.5) State taxes 5.7 3.2 3.1 Effective tax rate on income from continuing operations 5.7 % 2.8 % 2.6 % |
Major Tax-Effected Components of Net Deferred Tax Liability | The major tax-effected components of the Company’s net deferred tax liability are as follows: December 31, 2020 2019 (in thousands) Deferred tax asset – federal and state Accruals, reserves and other $ — $ — Total deferred tax asset $ — $ — Deferred tax liability – federal and state Real estate investments, net $ (33,298) $ (29,909) Other intangible assets, net — — Total deferred tax liability (33,298) (29,909) Net deferred tax liability $ (33,298) $ (29,909) |
Shareholders' Equity and Part_2
Shareholders' Equity and Partners' Capital (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Equity [Abstract] | |
Changes in Company's ownership percentage interest in subsidiary | The following discloses the effects of changes in the Company’s ownership percentage interest in its subsidiary, the Operating Partnership, on the Class A shareholders’ equity: For the years ended 2020 2019 2018 (in thousands) Net income attributable to MGM Growth Properties $ 76,129 $ 90,260 $ 67,065 Transfers from/(to) noncontrolling interest: Empire City Transaction — 23,745 — Issuance of Class A shares 442,717 1,049,582 — Park MGM Transaction — 2,496 — Northfield OpCo Transaction — (27,439) — MGP BREIT Venture Transaction 8,287 — — Redemption of temporary equity (114,924) — — Other 1,275 1,183 237 Net transfers from noncontrolling interest 337,355 1,049,567 237 Change from net income attributable to MGM Growth Properties and transfers to noncontrolling interest $ 413,484 $ 1,139,827 $ 67,302 |
Changes in Accumulated Other Comprehensive Income | The following table summarizes the changes in accumulated other comprehensive income (loss) by component: Cash Flow Hedges Other Total (in thousands) Balance at January 1, 2018 $ 3,206 $ (98) $ 3,108 Other comprehensive income before reclassifications 5,258 — 5,258 Amounts reclassified from accumulated other comprehensive income to interest expense (1,130) — (1,130) Other comprehensive income 4,128 — 4,128 Less: Other comprehensive income attributable to noncontrolling interest (3,028) — (3,028) Balance at December 31, 2018 4,306 (98) 4,208 Other comprehensive loss before reclassifications (34,476) — (34,476) Amounts reclassified from accumulated other comprehensive loss to interest expense (5,599) — (5,599) Amounts reclassified from accumulated other comprehensive loss to loss on unhedged interest rate swaps 4,877 — 4,877 Other comprehensive loss (35,198) — (35,198) Other changes in accumulated other comprehensive loss: Empire City Transaction — (195) (195) Issuance of Class A shares — (1,512) (1,512) Park MGM Transaction — (16) (16) Northfield OpCo Transaction — 2 2 Changes in accumulated other comprehensive loss: (35,198) (1,721) (36,919) Less: Other comprehensive loss attributable to noncontrolling interest 25,666 — 25,666 Balance at Balance at December 31, 2019 (5,226) (1,819) (7,045) Other comprehensive loss before reclassifications (104,999) — (104,999) Amounts reclassified from accumulated other comprehensive loss to interest expense 17,922 — 17,922 Amounts reclassified from accumulated other comprehensive loss to gain on unhedged interest rate swaps (2,547) — (2,547) Other comprehensive loss (89,624) — (89,624) Other changes in accumulated other comprehensive loss: Issuance of Class A shares — (646) (646) Issuance of OP Units — 59 59 Redemption of temporary equity — (8,773) (8,773) Other — 45 45 Changes in accumulated other comprehensive loss: (89,624) (9,315) (98,939) Less: Other comprehensive loss attributable to noncontrolling interest 54,787 — 54,787 Balance at December 31, 2020 $ (40,063) $ (11,134) $ (51,197) |
Dividends Declared | A summary of the Company’s stock distributions for the years ended December 31, 2020, 2019, and 2018 is as follows: Year Ended December 31, 2020 2019 2018 Non-qualified dividends $ 1.4649 76.30 % $ 1.6134 87.21 % $ 1.2669 74.20 % Return of capital 0.4551 23.70 % 0.2366 12.79 % 0.4406 25.80 % Total $ 1.9200 100.00 % $ 1.8500 100.00 % $ 1.7075 100.00 % |
Earnings Per Class A Share (Tab
Earnings Per Class A Share (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Earnings Per Share [Abstract] | |
Basic and Diluted Net Income Per Class A Share | The table below provides earnings and the number of Class A shares used in the computations of “basic” earnings per share, which utilizes the weighted average number of Class A shares outstanding without regard to dilutive potential Class A shares, and “diluted” earnings per share, which includes all such shares. Earnings attributable to Class A shares, weighted average Class A shares outstanding and the effect of dilutive securities outstanding are presented for each period. Earnings per share has not been presented for the Class B shareholder as the Class B share is not entitled to any economic rights in the Company. Twelve Months Ended December 31, 2020 2019 2018 (In thousands) Numerator: Income from continuing operations, net of tax $ 160,371 $ 259,349 $ 214,139 Less: Income from continuing operations attributable to noncontrolling interest (84,242) (173,871) (155,220) Income from continuing operations attributable to Class A shares - basic and diluted 76,129 85,478 58,919 Income from discontinued operations, net of tax — 16,216 30,563 Less: Income from discontinued operations attributable to noncontrolling interest — (11,434) (22,417) Income from discontinued operations attributable to Class A shares - basic and diluted — 4,782 8,146 Net income attributable to Class A shares - basic and diluted $ 76,129 $ 90,260 $ 67,065 Denominator: Weighted average Class A shares outstanding (1) - basic 129,491 93,047 70,998 Effect of dilutive shares for diluted net income per Class A share (2) 162 252 188 Weighted average Class A shares outstanding (1) - diluted 129,653 93,299 71,186 (1) Includes weighted average deferred share units granted to certain members of the board of directors. (2) Less than 0.1 million shares related to outstanding share-based compensation awards were excluded due to being antidilutive for each of the years ended December 31, 2020 and December 31, 2019. No shares related to outstanding share-based compensation awards were excluded due to being antidilutive for the years ended December 31, 2018. (3) Diluted earnings per Class A share does not assume conversion of the Operating Partnership units held by MGM as such conversion would be antidilutive. The table below provides earnings and the number of Operating Partnership units used in the computations of “basic” earnings per Operating Partnership unit, which utilizes the weighted average number of Operating Partnership units outstanding without regard to dilutive potential Operating Partnership units, and “diluted” earnings per Operating Partnership units, which includes all such Operating Partnership units. Earnings attributable to Operating Partnership units, weighted average Operating Partnership units outstanding and the effect of dilutive securities outstanding are presented for each period. Twelve Months Ended December 31, 2020 2019 2018 (In thousands) Numerator: Income from continuing operations, net of tax, attributable to unitholders - basic and diluted $ 160,371 $ 259,349 $ 214,139 Income from discontinued operations, net of tax - basic and diluted — 16,216 30,563 Net income attributable to unitholders - basic and diluted $ 160,371 $ 275,565 $ 244,702 Denominator: Weighted average Operating Partnership units outstanding (1) - basic 310,688 293,885 266,132 Effect of dilutive shares for diluted net income per Operating Partnership unit (2) 162 252 188 Weighted average Operating Partnership units outstanding (1) - diluted 310,850 294,137 266,320 (1) Includes weighted average deferred share units granted to certain members of the Board of Directors. (2) Less than 0.1 million units related to outstanding share-based compensation awards were excluded due to being antidilutive for each of the years ended December 31, 2020 and December 31, 2019. No units related to outstanding share-based compensation awards were excluded due to being antidilutive for the years ended December 31, 2018. |
Earnings Per Operating Partne_2
Earnings Per Operating Partnership Unit (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Earnings Per Share [Abstract] | |
Basic and Diluted Net Income Per Operating Partnership Unit | The table below provides earnings and the number of Class A shares used in the computations of “basic” earnings per share, which utilizes the weighted average number of Class A shares outstanding without regard to dilutive potential Class A shares, and “diluted” earnings per share, which includes all such shares. Earnings attributable to Class A shares, weighted average Class A shares outstanding and the effect of dilutive securities outstanding are presented for each period. Earnings per share has not been presented for the Class B shareholder as the Class B share is not entitled to any economic rights in the Company. Twelve Months Ended December 31, 2020 2019 2018 (In thousands) Numerator: Income from continuing operations, net of tax $ 160,371 $ 259,349 $ 214,139 Less: Income from continuing operations attributable to noncontrolling interest (84,242) (173,871) (155,220) Income from continuing operations attributable to Class A shares - basic and diluted 76,129 85,478 58,919 Income from discontinued operations, net of tax — 16,216 30,563 Less: Income from discontinued operations attributable to noncontrolling interest — (11,434) (22,417) Income from discontinued operations attributable to Class A shares - basic and diluted — 4,782 8,146 Net income attributable to Class A shares - basic and diluted $ 76,129 $ 90,260 $ 67,065 Denominator: Weighted average Class A shares outstanding (1) - basic 129,491 93,047 70,998 Effect of dilutive shares for diluted net income per Class A share (2) 162 252 188 Weighted average Class A shares outstanding (1) - diluted 129,653 93,299 71,186 (1) Includes weighted average deferred share units granted to certain members of the board of directors. (2) Less than 0.1 million shares related to outstanding share-based compensation awards were excluded due to being antidilutive for each of the years ended December 31, 2020 and December 31, 2019. No shares related to outstanding share-based compensation awards were excluded due to being antidilutive for the years ended December 31, 2018. (3) Diluted earnings per Class A share does not assume conversion of the Operating Partnership units held by MGM as such conversion would be antidilutive. The table below provides earnings and the number of Operating Partnership units used in the computations of “basic” earnings per Operating Partnership unit, which utilizes the weighted average number of Operating Partnership units outstanding without regard to dilutive potential Operating Partnership units, and “diluted” earnings per Operating Partnership units, which includes all such Operating Partnership units. Earnings attributable to Operating Partnership units, weighted average Operating Partnership units outstanding and the effect of dilutive securities outstanding are presented for each period. Twelve Months Ended December 31, 2020 2019 2018 (In thousands) Numerator: Income from continuing operations, net of tax, attributable to unitholders - basic and diluted $ 160,371 $ 259,349 $ 214,139 Income from discontinued operations, net of tax - basic and diluted — 16,216 30,563 Net income attributable to unitholders - basic and diluted $ 160,371 $ 275,565 $ 244,702 Denominator: Weighted average Operating Partnership units outstanding (1) - basic 310,688 293,885 266,132 Effect of dilutive shares for diluted net income per Operating Partnership unit (2) 162 252 188 Weighted average Operating Partnership units outstanding (1) - diluted 310,850 294,137 266,320 (1) Includes weighted average deferred share units granted to certain members of the Board of Directors. (2) Less than 0.1 million units related to outstanding share-based compensation awards were excluded due to being antidilutive for each of the years ended December 31, 2020 and December 31, 2019. No units related to outstanding share-based compensation awards were excluded due to being antidilutive for the years ended December 31, 2018. |
Business (Detail)
Business (Detail) $ / shares in Units, $ in Millions | Dec. 02, 2020USD ($)$ / sharesshares | May 18, 2020USD ($)$ / sharesshares | Feb. 14, 2020USD ($)extensioninstrument | Jan. 14, 2020USD ($) | Jan. 31, 2019USD ($) | Apr. 25, 2016 | Feb. 14, 2020USD ($)shares | Dec. 31, 2020USD ($)class_of_stockshares | Dec. 31, 2019USD ($)shares | Mar. 07, 2019USD ($) |
Business And Organization [Line Items] | ||||||||||
Number of classes of stock | class_of_stock | 2 | |||||||||
Annual base rent | $ 23.8 | $ 23.8 | ||||||||
Decrease in annual rent payments | $ (827.8) | $ (50) | ||||||||
MGP Operating Partnership | ||||||||||
Business And Organization [Line Items] | ||||||||||
Ownership percentage acquired | 47.00% | |||||||||
Purchase agreement cash amount discount rate | 3.00% | |||||||||
Operating unit redemption consideration amount | $ 1,400 | |||||||||
Stock redeemed during period (in shares) | shares | 23,500,000 | 30,300,000 | ||||||||
Amount of Operating Partnership units redeemed | $ 700 | $ 700 | ||||||||
Price of redeemed unit (in usd per unit) | $ / shares | $ 23.10 | |||||||||
Operating Partnership Units to MGP's Class A Shares | ||||||||||
Business And Organization [Line Items] | ||||||||||
Operating Partnership unit conversion ratio (in units) | 1 | |||||||||
MGM | ||||||||||
Business And Organization [Line Items] | ||||||||||
Ownership percentage required for voting rights | 30.00% | |||||||||
Operating Partnership units held (in units) | shares | 148,500,000 | |||||||||
MGM | MGP Operating Partnership | ||||||||||
Business And Organization [Line Items] | ||||||||||
Increase in ownership interest in operating partnership | 53.00% | |||||||||
MGM | MGP BREIT Venture Transaction | ||||||||||
Business And Organization [Line Items] | ||||||||||
Consideration received | $ 2,400 | |||||||||
MGP Operating Partnership | ||||||||||
Business And Organization [Line Items] | ||||||||||
Operating partnership units outstanding (in units) | shares | 279,966,531 | 313,509,363 | ||||||||
Purchase agreement cash amount discount rate | 3.00% | |||||||||
Operating unit redemption consideration amount | $ 1,400 | |||||||||
Amount of Operating Partnership units redeemed | $ 700 | |||||||||
Price of redeemed unit (in usd per unit) | $ / shares | $ 29.78 | |||||||||
MGP Operating Partnership | MGP BREIT Venture Transaction | ||||||||||
Business And Organization [Line Items] | ||||||||||
Controlling interest | 50.10% | 50.10% | ||||||||
Consideration received | $ 2,100 | |||||||||
Equity value of venture | 5.00% | |||||||||
Secured Debt | MGP BREIT Venture Transaction | ||||||||||
Business And Organization [Line Items] | ||||||||||
Indebtedness assumption | $ 1,300 | |||||||||
Class A Shares | ||||||||||
Business And Organization [Line Items] | ||||||||||
Net proceeds from public offering of stock | $ 548.4 | |||||||||
Class A Shares | MGP BREIT Venture Transaction | ||||||||||
Business And Organization [Line Items] | ||||||||||
Number of shares offered in public offering (in shares) | shares | 4,900,000 | |||||||||
Net proceeds from public offering of stock | $ 150 | |||||||||
Blackstone Real Estate Income Trust, Inc. | MGP BREIT Venture Transaction | ||||||||||
Business And Organization [Line Items] | ||||||||||
Noncontrolling interest ownership percentage | 49.90% | 49.90% | ||||||||
MGP BREIT Venture Lease | Mandalay Bay and MGM Grand Las Vegas | Subsidiaries | ||||||||||
Business And Organization [Line Items] | ||||||||||
Period of first escalating base rates | 15 years | |||||||||
Term of contract | 30 years | 30 years | ||||||||
Number of options to extend | extension | 2 | |||||||||
Operating lease renewal term | 10 years | 10 years | ||||||||
Annual base rent | $ 292 | |||||||||
Annual rent escalator for the first period | 2.00% | |||||||||
Annual escalating rates in second period | 2.00% | |||||||||
Number of letters of credit in lease covenant | instrument | 1 | |||||||||
Term of debt instrument covenants | 1 year | |||||||||
MGP BREIT Venture Lease | Mandalay Bay | Subsidiaries | ||||||||||
Business And Organization [Line Items] | ||||||||||
Decrease in annual rent payments | $ 133 | $ 133 | ||||||||
Maximum | MGP BREIT Venture Lease | Mandalay Bay and MGM Grand Las Vegas | Subsidiaries | ||||||||||
Business And Organization [Line Items] | ||||||||||
Variable portion of second annual escalating rate | 3.00% |
Basis of Presentation and Sum_4
Basis of Presentation and Summary of Significant Accounting Policies - Narrative (Detail) | Dec. 02, 2020USD ($) | May 18, 2020USD ($) | Jan. 14, 2020USD ($) | Dec. 31, 2020USD ($)segmentextension | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) |
Summary Of Significant Accounting Policies [Line Items] | ||||||
Assets | $ 10,600,306,000 | $ 11,910,272,000 | ||||
Liabilities | $ 5,009,564,000 | 5,012,260,000 | ||||
Treasury yield term | 10 years | |||||
Interest rate basis spread | 6.00% | |||||
Non-normal tenant improvements | $ 48,400,000 | |||||
Impairment charges | $ 0 | 0 | $ 0 | |||
Number of lease extension options | extension | 4 | |||||
Additional extension period under Master Lease | 5 years | |||||
Number of reportable segments | segment | 1 | |||||
MGP Operating Partnership | ||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||
Operating unit redemption consideration amount | $ 1,400,000,000 | |||||
Purchase agreement cash amount discount rate | 3.00% | |||||
Amount of Operating Partnership units redeemed | $ 700,000,000 | $ 700,000,000 | ||||
MGP Operating Partnership | Landlord | ||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||
Assets | $ 9,200,000,000 | |||||
Liabilities | 530,700,000 | |||||
Corporate Services Agreement | ||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||
Expenses incurred | 3,500,000 | 3,500,000 | $ 1,900,000 | |||
Tenant | ||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||
Initial cap of non-normal tenant improvements in the first year | 100,000,000 | |||||
Annual increase in non-normal tenant improvements | $ 75,000,000 | |||||
Initial lease term of Master Lease | 10 years | |||||
Operating Partnership Units to MGP's Class A Shares | ||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||
Operating Partnership unit conversion ratio (in units) | 1 | |||||
MGP Operating Partnership | ||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||
Assets | $ 10,600,306,000 | 11,910,272,000 | ||||
Liabilities | $ 5,009,564,000 | $ 5,012,260,000 | ||||
Operating unit redemption consideration amount | $ 1,400,000,000 | |||||
Purchase agreement cash amount discount rate | 3.00% | |||||
Amount of Operating Partnership units redeemed | $ 700,000,000 |
Basis of Presentation and Sum_5
Basis of Presentation and Summary of Significant Accounting Policies - Estimated Useful Lives of Leased Real Estate and Leasehold Improvements (Detail) | 12 Months Ended |
Dec. 31, 2020 | |
Buildings and building improvements | Minimum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 20 years |
Buildings and building improvements | Maximum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 40 years |
Land improvements | Minimum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 10 years |
Land improvements | Maximum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 20 years |
Furniture, fixtures and equipment | Minimum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 3 years |
Furniture, fixtures and equipment | Maximum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 20 years |
Basis of Presentation and Sum_6
Basis of Presentation and Summary of Significant Accounting Policies (Details) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020USD ($)shares | Dec. 31, 2020USD ($)shares | ||
Increase (Decrease) in Temporary Equity [Roll Forward] | |||
Beginning balance | $ 0 | ||
Reclassification and remeasurement adjustments | 1,405,058 | ||
Net income | 12,079 | ||
Redemption of temporary equity | $ (7,532) | [1] | $ (1,392,468) |
MGP's issuance of Class A shares and Operating Partnership's issuance of units | shares | 18,418 | 18,418 | |
MGP BREIT Venture Transaction | $ 16,136 | ||
Cash flow hedges | (12,995) | ||
Share-based compensation | 292 | ||
Deemed contribution - tax sharing agreement | 1,047 | ||
MGP Dividends and Operating Partnership distributions declared | (46,887) | ||
Other | (680) | ||
Ending balance | $ 0 | $ 0 | |
[1] | Excludes amounts attributable to redeemable noncontrolling interest. See Note 2. |
Acquisitions and Dispositions -
Acquisitions and Dispositions - Narrative (Detail) - USD ($) $ in Thousands, shares in Millions | Apr. 01, 2019 | Jan. 29, 2019 | Jul. 06, 2018 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Business Acquisition [Line Items] | ||||||
Amount of fair value exceeds carrying value | $ 9,400 | |||||
Proceeds from issuance of debt | $ 1,550,000 | $ 750,000 | $ 0 | |||
Empire City Casino | ||||||
Business Acquisition [Line Items] | ||||||
Consideration transferred | 634,400 | |||||
Assumption of indebtedness | $ 246,000 | |||||
Operating Partnership units issued (in units) | 12.9 | |||||
Carry value of net assets transferred | $ 625,000 | |||||
Northfield Park Associates, LLC | ||||||
Business Acquisition [Line Items] | ||||||
Consideration transferred | $ 305,200 | $ 1,100,000 | ||||
Carry value of net assets transferred | 292,300 | |||||
Percentage of voting interests acquired | 100.00% | |||||
Senior Credit Facility Term Loan A | Northfield Park Associates, LLC | ||||||
Business Acquisition [Line Items] | ||||||
Proceeds from issuance of debt | $ 200,000 | |||||
Senior secured revolving credit facility | Northfield Park Associates, LLC | ||||||
Business Acquisition [Line Items] | ||||||
Proceeds from issuance of debt | $ 655,000 | |||||
Operating Partnership Units | Northfield Park Associates, LLC | ||||||
Business Acquisition [Line Items] | ||||||
Equity interests issued | $ 9,400 |
Acquisitions and Dispositions_2
Acquisitions and Dispositions - Results of discontinued operations (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Business Combinations [Abstract] | |||
Total revenues | $ 67,841 | $ 132,949 | |
Total expenses | (48,735) | (97,330) | |
Income from discontinued operations before income taxes | 19,106 | 35,619 | |
Provision for income taxes | (2,890) | (5,056) | |
Income from discontinued operations, net of tax | $ 0 | 16,216 | 30,563 |
Less: Income attributable to noncontrolling interests - discontinued operations | (11,434) | (22,417) | |
Income from discontinued operations attributable to Class A shareholders | $ 4,782 | $ 8,146 |
Real Estate Investments - Carry
Real Estate Investments - Carrying Value of Investments (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Real Estate Properties [Line Items] | ||
Real estate investments, gross | $ 10,857,338 | $ 13,924,496 |
Less: Accumulated depreciation | (2,546,601) | (3,096,524) |
Real estate investments, net | 8,310,737 | 10,827,972 |
Land | ||
Real Estate Properties [Line Items] | ||
Real estate investments, gross | 3,431,228 | 4,631,013 |
Buildings, building improvements, land improvements and integral equipment | ||
Real Estate Properties [Line Items] | ||
Real estate investments, gross | $ 7,426,110 | $ 9,293,483 |
Real Estate Investments - Narra
Real Estate Investments - Narrative (Details) - USD ($) $ in Thousands | Feb. 14, 2020 | Dec. 31, 2020 | Dec. 31, 2019 |
Real Estate Properties [Line Items] | |||
Carrying value of property | $ 8,310,737 | $ 10,827,972 | |
Gains (losses) on sales of investment real estate | $ 193,100 | ||
MGP Operating Partnership | |||
Real Estate Properties [Line Items] | |||
Carrying value of property | $ 8,310,737 | $ 10,827,972 | |
MGP BREIT Venture Transaction | MGP Operating Partnership | |||
Real Estate Properties [Line Items] | |||
Carrying value of property | 2,300,000 | ||
Proceeds from sale of equity method investments | 2,100,000 | ||
Selling costs | $ 10,000 |
Investment in Unconsolidated _3
Investment in Unconsolidated Affiliate - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Schedule of Equity Method Investments [Line Items] | |||
Income from unconsolidated affiliate | $ 89,056 | $ 0 | $ 0 |
Distributions from unconsolidated affiliate | 80,990 | 0 | 0 |
MGP Operating Partnership | |||
Schedule of Equity Method Investments [Line Items] | |||
Income from unconsolidated affiliate | 89,056 | 0 | 0 |
Distributions from unconsolidated affiliate | 80,990 | $ 0 | $ 0 |
MGP Operating Partnership | MGP BREIT Venture | Financial Guarantee | |||
Schedule of Equity Method Investments [Line Items] | |||
Guarantee for losses | $ 3,000,000 | ||
Guarantee cap | 10.00% | ||
MGP BREIT Venture | MGP Operating Partnership | |||
Schedule of Equity Method Investments [Line Items] | |||
Controlling interest | 50.10% | ||
Income from unconsolidated affiliate | $ 89,100 | ||
Distributions from unconsolidated affiliate | $ 81,000 |
Investment in Unconsolidated _4
Investment in Unconsolidated Affiliate - MGP BREIT Venture Operations (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Schedule of Equity Method Investments [Line Items] | |||
Real estate investments, net | $ 8,310,737 | $ 10,827,972 | |
Debt, net | 4,168,959 | 4,307,354 | |
Income from continuing operations | 170,105 | 266,947 | $ 219,918 |
Net income | 160,371 | $ 275,565 | $ 244,702 |
MGP BREIT Venture | |||
Schedule of Equity Method Investments [Line Items] | |||
Real estate investments, net | 4,523,638 | ||
Other assets | 95,342 | ||
Debt, net | 2,994,269 | ||
Other liabilities | 7,811 | ||
Net revenues | 346,481 | ||
Income from continuing operations | 177,757 | ||
Net income | $ 177,757 |
Leases - Narrative (Detail)
Leases - Narrative (Detail) $ in Thousands | Mar. 07, 2019USD ($)shares | Jan. 29, 2019USD ($)shares | Dec. 31, 2020USD ($)extension | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | Apr. 01, 2020USD ($) | Feb. 14, 2020USD ($) | Apr. 01, 2019USD ($) | Oct. 05, 2017 |
Leases [Line Items] | |||||||||
Number of lease extension options | extension | 4 | ||||||||
Additional extension period under Master Lease | 5 years | ||||||||
Rent payments due under Master Lease | $ 50,000 | $ 827,800 | |||||||
MGM National Harbor transaction | 0 | $ 0 | $ 1,068,336 | ||||||
Operating lease cost | $ 23,800 | 23,800 | |||||||
Master Lease | |||||||||
Leases [Line Items] | |||||||||
Initial lease term of Master Lease | 10 years | 10 years | |||||||
Number of lease extension options | extension | 4 | ||||||||
Additional extension period under Master Lease | 5 years | ||||||||
Annual rent escalator rate | 2.00% | ||||||||
Rental revenue | $ 768,400 | 856,400 | 746,300 | ||||||
Base Rent | |||||||||
Leases [Line Items] | |||||||||
Operating Lease Rent Payments percentage | 91.00% | ||||||||
Annual rent escalator percentage | 2.00% | ||||||||
Adjusted net revenue to rent ratio | 625.00% | ||||||||
Number of years that the percentage rent is fixed | 6 years | ||||||||
Number of years that percentage rent is variable | 5 years | ||||||||
Rent payments due under Master Lease | $ 749,900 | ||||||||
Rent payment (percent) | 90.00% | ||||||||
Annual rent escalator rate | 2.00% | ||||||||
Percentage Rent | |||||||||
Leases [Line Items] | |||||||||
Percentage of initial total rent payments due under the Master Lease | 9.00% | ||||||||
Lease fixed amount adjustment multiplier | 1.40% | ||||||||
MGP BREIT Venture Lease | Mandalay Bay | Subsidiaries | |||||||||
Leases [Line Items] | |||||||||
Rent payments due under Master Lease | $ (133,000) | ||||||||
Tenant Reimbursements | |||||||||
Leases [Line Items] | |||||||||
Rental revenue | $ 24,200 | $ 24,700 | $ 123,200 | ||||||
Empire City Casino | |||||||||
Leases [Line Items] | |||||||||
Rent payments due under Master Lease | $ 50,000 | ||||||||
Rent payment (percent) | 90.00% | ||||||||
Consideration transferred | $ 634,400 | ||||||||
Number of shares offered in public offering (in shares) | shares | 12,900,000 | ||||||||
Park MGM Lease Transaction | |||||||||
Leases [Line Items] | |||||||||
Consideration transferred | $ 637,500 | ||||||||
MGM National Harbor transaction | 605,600 | ||||||||
Park MGM Lease Transaction | Tenant Reimbursements | |||||||||
Leases [Line Items] | |||||||||
Rental revenue | $ 94,000 | ||||||||
Northfield OpCo | |||||||||
Leases [Line Items] | |||||||||
Rent payments due under Master Lease | $ 60,000 | ||||||||
Operating Partnership Units | Park MGM Lease Transaction | |||||||||
Leases [Line Items] | |||||||||
Number of shares offered in public offering (in shares) | shares | 1,000,000 |
Leases - Future Noncancelable M
Leases - Future Noncancelable Minimum Rental Payments (Detail) $ in Thousands | Dec. 31, 2020USD ($) |
Leases [Abstract] | |
2021 | $ 839,012 |
2022 | 784,336 |
2023 | 764,861 |
2024 | 733,161 |
2025 | 669,760 |
Thereafter | 223,253 |
Total | $ 4,014,383 |
Leases - Lease Cost (Details)
Leases - Lease Cost (Details) | Dec. 31, 2020 | Dec. 31, 2019 |
Leases [Abstract] | ||
Weighted average remaining lease term (years) | 58 years | 59 years |
Weighted average discount rate (%) | 7.00% | 7.00% |
Leases - Operating Lease Maturi
Leases - Operating Lease Maturities (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Leases [Abstract] | ||
2021 | $ 24,996 | |
2022 | 25,015 | |
2023 | 24,875 | |
2024 | 24,846 | |
2025 | 24,846 | |
Thereafter | 1,307,958 | |
Total future minimum lease payments | 1,432,536 | |
Less: Amount of lease payments representing interest | (1,091,403) | |
Total | $ 341,133 | $ 337,956 |
Debt - Schedule of Debt (Detail
Debt - Schedule of Debt (Detail) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Debt Instrument [Line Items] | ||
Long-term debt, gross | $ 4,210,000 | $ 4,353,750 |
Less: Unamortized discount and debt issuance costs | (41,041) | (46,396) |
Long-term debt | 4,168,959 | 4,307,354 |
Senior secured term loan A facility | Term Loan | ||
Debt Instrument [Line Items] | ||
Senior secured term loan | 0 | 399,125 |
Senior secured term loan B facility | Term Loan | ||
Debt Instrument [Line Items] | ||
Senior secured term loan | 0 | 1,304,625 |
Senior secured revolving credit facility | Revolving Credit Facility | ||
Debt Instrument [Line Items] | ||
Senior secured term loan | 10,000 | 0 |
Senior Notes | 5.625% senior notes, due 2024 | ||
Debt Instrument [Line Items] | ||
Senior notes | $ 1,050,000 | 1,050,000 |
Interest rate | 5.625% | |
Senior Notes | 4.625% senior notes, due 2025 | ||
Debt Instrument [Line Items] | ||
Senior notes | $ 800,000 | 0 |
Interest rate | 4.625% | |
Senior Notes | 4.50% senior notes, due 2026 | ||
Debt Instrument [Line Items] | ||
Senior notes | $ 500,000 | 500,000 |
Interest rate | 4.50% | |
Senior Notes | 5.75% senior notes, due 2027 | ||
Debt Instrument [Line Items] | ||
Senior notes | $ 750,000 | 750,000 |
Interest rate | 5.75% | |
Senior Notes | 4.50% senior notes, due 2028 | ||
Debt Instrument [Line Items] | ||
Senior notes | $ 350,000 | 350,000 |
Interest rate | 4.50% | |
Senior Notes | 3.875% senior notes, due 2029 | ||
Debt Instrument [Line Items] | ||
Senior notes | $ 750,000 | $ 0 |
Interest rate | 3.875% |
Debt - Operating Partnership Cr
Debt - Operating Partnership Credit Agreement (Detail) - USD ($) | Dec. 02, 2020 | Feb. 14, 2020 | Jan. 29, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Nov. 30, 2020 | Jun. 30, 2020 | Jan. 31, 2019 |
Debt Instrument [Line Items] | |||||||||
Loss on retirement of debt | $ 18,129,000 | $ 6,161,000 | $ 2,736,000 | ||||||
Fair value of debt | 4,500,000,000 | 4,600,000,000 | |||||||
MGP Operating Partnership | |||||||||
Debt Instrument [Line Items] | |||||||||
Loss on retirement of debt | $ 18,100,000 | $ 18,129,000 | 6,161,000 | $ 2,736,000 | |||||
Amount of Operating Partnership units redeemed | $ 700,000,000 | ||||||||
Operating Partnership Credit Agreement | Senior secured term loan A facility | |||||||||
Debt Instrument [Line Items] | |||||||||
Interest rate | 1.90% | ||||||||
Operating Partnership Senior Notes | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt instrument redemption price percentage | 100.00% | ||||||||
Operating Partnership Senior Notes | $750 million 5.75% senior notes due 2027 | |||||||||
Debt Instrument [Line Items] | |||||||||
Interest rate | 5.75% | ||||||||
Aggregate principal amount | $ 750,000,000 | ||||||||
Secured Debt | Senior secured term loan A facility | |||||||||
Debt Instrument [Line Items] | |||||||||
Senior secured term loan | $ 0 | 399,125,000 | |||||||
Secured Debt | Senior secured term loan A facility | MGP Operating Partnership | |||||||||
Debt Instrument [Line Items] | |||||||||
Repayments of debt | $ 399,000,000 | ||||||||
Secured Debt | Senior secured term loan B facility | |||||||||
Debt Instrument [Line Items] | |||||||||
Senior secured term loan | 0 | 1,304,625,000 | |||||||
Revolving Credit Facility | Senior secured revolving credit facility | |||||||||
Debt Instrument [Line Items] | |||||||||
Credit facility amount | 1,400,000,000 | ||||||||
Senior secured term loan | $ 10,000,000 | 0 | |||||||
Empire City Casino | |||||||||
Debt Instrument [Line Items] | |||||||||
Assumption of indebtedness | $ 246,000,000 | ||||||||
Minimum | Revolving Credit Facility | Senior secured revolving credit facility | LIBOR | |||||||||
Debt Instrument [Line Items] | |||||||||
Variable margin | 1.75% | ||||||||
Maximum | Revolving Credit Facility | Senior secured revolving credit facility | LIBOR | |||||||||
Debt Instrument [Line Items] | |||||||||
Variable margin | 2.25% | ||||||||
Line of Credit | |||||||||
Debt Instrument [Line Items] | |||||||||
Letters of credit outstanding | $ 0 | ||||||||
Senior Notes | $750 million 5.75% senior notes due 2027 | |||||||||
Debt Instrument [Line Items] | |||||||||
Interest rate | 5.75% | ||||||||
Aggregate principal amount | $ 750,000,000 | 750,000,000 | |||||||
Senior Notes | 4.625% senior notes, due 2025 | |||||||||
Debt Instrument [Line Items] | |||||||||
Interest rate | 4.625% | ||||||||
Aggregate principal amount | $ 800,000,000 | $ 0 | |||||||
Senior Notes | 4.625% senior notes, due 2025 | MGP Operating Partnership | |||||||||
Debt Instrument [Line Items] | |||||||||
Interest rate | 4.625% | ||||||||
Principal amount | $ 800,000,000 | ||||||||
Senior Notes | 3.875% Senior Notes Due in 2025 | MGP Operating Partnership | |||||||||
Debt Instrument [Line Items] | |||||||||
Interest rate | 3.875% | ||||||||
Principal amount | $ 750,000,000 |
Debt - Maturities of the Princi
Debt - Maturities of the Principal Amount of Debt (Detail) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Debt Disclosure [Abstract] | ||
2021 | $ 0 | |
2022 | 0 | |
2023 | 10,000 | |
2024 | 1,050,000 | |
2025 | 800,000 | |
Thereafter | 2,350,000 | |
Total | $ 4,210,000 | $ 4,353,750 |
Derivatives and Hedging Activ_3
Derivatives and Hedging Activities - Narrative (Detail) - USD ($) shares in Millions | Feb. 13, 2020 | Nov. 22, 2019 | Nov. 30, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Nov. 30, 2020 | Jun. 30, 2020 | Sep. 30, 2019 |
Derivative [Line Items] | |||||||||
Gain (loss) on unhedged interest rate swaps | $ 4,664,000 | $ (3,880,000) | $ 0 | ||||||
MGP Operating Partnership | |||||||||
Derivative [Line Items] | |||||||||
Gain (loss) on unhedged interest rate swaps | 4,664,000 | (3,880,000) | 0 | ||||||
4.625% senior notes, due 2025 | Senior Notes | MGP Operating Partnership | |||||||||
Derivative [Line Items] | |||||||||
Principal amount | $ 800,000,000 | ||||||||
3.875% Senior Notes Due in 2025 | Senior Notes | MGP Operating Partnership | |||||||||
Derivative [Line Items] | |||||||||
Principal amount | $ 750,000,000 | ||||||||
Interest Rate Swaps | |||||||||
Derivative [Line Items] | |||||||||
Notional amount of de-designated interest rate swaps | $ 600,000,000 | $ 700,000,000 | $ 600,000,000 | ||||||
Loss on cash flow hedges | $ 4,900,000 | ||||||||
Gain (loss) on unhedged interest rate swaps | 2,100,000 | 1,000,000 | $ 0 | ||||||
Interest Rate Swap Effective Oct 1, 2019 | |||||||||
Derivative [Line Items] | |||||||||
Notional Amount | $ 400,000,000 | ||||||||
Not Designated as Hedging Instrument | |||||||||
Derivative [Line Items] | |||||||||
Notional Amount | $ 1,900,000,000 | $ 600,000,000 | |||||||
Average fixed interest rate | |||||||||
Not Designated as Hedging Instrument | Interest Rate Swap Effective Sep 6, 2019 | |||||||||
Derivative [Line Items] | |||||||||
Notional Amount | $ 300,000,000 | ||||||||
Average fixed interest rate | 1.158% | ||||||||
Not Designated as Hedging Instrument | Interest Rate Swap Effective Oct 1, 2019 | |||||||||
Derivative [Line Items] | |||||||||
Notional Amount | $ 400,000,000 | ||||||||
Average fixed interest rate | 2.252% | ||||||||
Secured Debt | |||||||||
Derivative [Line Items] | |||||||||
Debt prepayments | $ 541,000,000 | ||||||||
Class A Shares | Forward Purchase Agreement | |||||||||
Derivative [Line Items] | |||||||||
Number of shares offered in public offering (in shares) | 12 | 12 |
Derivatives and Hedging Activ_4
Derivatives and Hedging Activities - Schedule of Interest Rate Derivatives (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 |
Derivative [Line Items] | ||||
Fair Value Asset (Liability) | $ (118,924) | $ (23,971) | ||
Designated as Hedging Instrument | ||||
Derivative [Line Items] | ||||
Notional Amount | 900,000 | 2,200,000 | ||
Fair Value Asset (Liability) | (41,131) | (21,235) | ||
Not Designated as Hedging Instrument | ||||
Derivative [Line Items] | ||||
Notional Amount | $ 1,900,000 | 600,000 | ||
Weighted Average Fixed Rate | ||||
Fair Value Asset (Liability) | $ (77,793) | (2,736) | ||
Interest Rate Swap Effective Nov 30, 2021 | Designated as Hedging Instrument | ||||
Derivative [Line Items] | ||||
Notional Amount | $ 900,000 | $ 900,000 | ||
Weighted Average Fixed Rate | 1.801% | 1.801% | ||
Fair Value Asset (Liability) | (41,131) | $ (4,915) | ||
Interest Rate Swap Effective May 3, 2017 | Designated as Hedging Instrument | ||||
Derivative [Line Items] | ||||
Notional Amount | $ 600,000 | |||
Weighted Average Fixed Rate | 1.902% | |||
Fair Value Asset (Liability) | $ (4,106) | |||
Interest Rate Swap Effective May 3, 2017 | Not Designated as Hedging Instrument | ||||
Derivative [Line Items] | ||||
Notional Amount | $ 1,200,000 | $ 600,000 | ||
Weighted Average Fixed Rate | 1.844% | 1.786% | ||
Fair Value Asset (Liability) | $ (18,889) | $ (2,736) | ||
Interest Rate Swap Effective Sep 6, 2019 | Designated as Hedging Instrument | ||||
Derivative [Line Items] | ||||
Notional Amount | $ 300,000 | |||
Weighted Average Fixed Rate | 1.158% | |||
Fair Value Asset (Liability) | $ 6,529 | |||
Interest Rate Swap Effective Sep 6, 2019 | Not Designated as Hedging Instrument | ||||
Derivative [Line Items] | ||||
Notional Amount | $ 300,000 | |||
Weighted Average Fixed Rate | 1.158% | |||
Fair Value Asset (Liability) | (10,451) | |||
Interest Rate Swap Effective Oct 1, 2019 | ||||
Derivative [Line Items] | ||||
Notional Amount | $ 400,000 | |||
Interest Rate Swap Effective Oct 1, 2019 | Designated as Hedging Instrument | ||||
Derivative [Line Items] | ||||
Notional Amount | $ 400,000 | |||
Weighted Average Fixed Rate | 2.252% | |||
Fair Value Asset (Liability) | $ (18,743) | |||
Interest Rate Swap Effective Oct 1, 2019 | Not Designated as Hedging Instrument | ||||
Derivative [Line Items] | ||||
Notional Amount | $ 400,000 | |||
Weighted Average Fixed Rate | 2.252% | |||
Fair Value Asset (Liability) | $ (48,453) |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Detail) - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Real Estate [Line Items] | |||
Minimum percentage of taxable income distributed to shareholders | 90.00% | ||
Expected distribution percentage of REIT taxable income in the current taxable year | 100.00% | ||
Income tax expense | $ 9,734,000 | $ 7,598,000 | $ 5,779,000 |
Amounts due to MGM under tax sharing agreement | 0 | ||
Uncertain tax positions | 0 | 0 | |
Interest and penalties recorded | $ 0 | 0 | |
Taxable REIT subsidiaries | |||
Real Estate [Line Items] | |||
Income tax expense | 1,800,000 | ||
Discontinued Operations | Taxable REIT subsidiaries | |||
Real Estate [Line Items] | |||
Income tax expense | 2,900,000 | ||
Continuing Operations | Taxable REIT subsidiaries | |||
Real Estate [Line Items] | |||
Income tax expense | $ 1,100,000 |
Income Taxes - Provision for In
Income Taxes - Provision for Income Taxes Attributable to Income (Loss) Before Income Taxes (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Federal: | |||
Current | $ 0 | $ 0 | $ 0 |
Deferred | 0 | (1,058) | (1,142) |
Provision for federal income taxes on continuing operations | 0 | (1,058) | (1,142) |
State: | |||
Current | 6,345 | 7,309 | 5,746 |
Deferred | 3,389 | 1,347 | 1,175 |
Provision for state income taxes on continuing operations | $ 9,734 | $ 8,656 | $ 6,921 |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of Federal Income Tax Statutory Rate and Effective Tax Rate (Detail) | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |||
Federal income tax statutory rate | 21.00% | 21.00% | 21.00% |
Federal valuation allowance | 0.00% | 0.00% | 0.00% |
Income not subject to federal income tax | (21.00%) | (21.40%) | (21.50%) |
State taxes | 5.70% | 3.20% | 3.10% |
Effective tax rate on income from continuing operations | 5.70% | 2.80% | 2.60% |
Income Taxes - Major Tax-Effect
Income Taxes - Major Tax-Effected Components of Net Deferred Tax Liability (Detail) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Income Tax Disclosure [Abstract] | ||
Accruals, reserves and other | $ 0 | $ 0 |
Total deferred tax asset | 0 | 0 |
Deferred tax liability - federal and state | ||
Real estate investments, net | (33,298,000) | (29,909,000) |
Other intangible assets, net | 0 | 0 |
Total deferred tax liability | (33,298,000) | (29,909,000) |
Net deferred tax liability | $ (33,298,000) | $ (29,909,000) |
Shareholders' Equity and Part_3
Shareholders' Equity and Partners' Capital - Narrative (Detail) - USD ($) $ in Millions | Dec. 02, 2020 | May 18, 2020 | Feb. 14, 2020 | Feb. 13, 2020 | Feb. 12, 2020 | Nov. 22, 2019 | Apr. 01, 2019 | Mar. 07, 2019 | Jan. 31, 2019 | Jan. 29, 2019 | Feb. 14, 2020 | Dec. 31, 2019 | Feb. 15, 2020 | Nov. 21, 2019 | Apr. 30, 2019 | Jan. 28, 2019 |
MGP Operating Partnership | ||||||||||||||||
Stockholders Equity and Partners Capital [Line Items] | ||||||||||||||||
Ownership percentage | 47.00% | 43.30% | 39.40% | |||||||||||||
Amount of Operating Partnership units redeemed | $ 700 | $ 700 | ||||||||||||||
Stock redeemed during period (in shares) | 23,500,000 | 30,300,000 | ||||||||||||||
MGP BREIT Venture Transaction | ||||||||||||||||
Stockholders Equity and Partners Capital [Line Items] | ||||||||||||||||
Number of shares offered in public offering (in shares) | 2,600,000 | |||||||||||||||
Ownership percentage | 39.70% | 39.70% | 39.40% | |||||||||||||
Class A Shares | ||||||||||||||||
Stockholders Equity and Partners Capital [Line Items] | ||||||||||||||||
Net proceeds from public offering of stock | $ 548.4 | |||||||||||||||
Public Stock Offering | Class A Shares | ||||||||||||||||
Stockholders Equity and Partners Capital [Line Items] | ||||||||||||||||
Number of shares offered in public offering (in shares) | 30,000,000 | 19,600,000 | ||||||||||||||
Ownership percentage | 38.80% | |||||||||||||||
Over-Allotment Option | Class A Shares | ||||||||||||||||
Stockholders Equity and Partners Capital [Line Items] | ||||||||||||||||
Number of shares offered in public offering (in shares) | 18,000,000 | 2,600,000 | ||||||||||||||
Ownership percentage | 36.30% | |||||||||||||||
Net proceeds from public offering of stock | $ 540.6 | |||||||||||||||
ATM Offering | Class A Shares | ||||||||||||||||
Stockholders Equity and Partners Capital [Line Items] | ||||||||||||||||
Number of shares offered in public offering (in shares) | 600,000 | 5,300,000 | ||||||||||||||
Net proceeds from public offering of stock | $ 18.7 | $ 161 | ||||||||||||||
Aggregate sales price | $ 300 | |||||||||||||||
Forward Purchase Agreement | Class A Shares | ||||||||||||||||
Stockholders Equity and Partners Capital [Line Items] | ||||||||||||||||
Number of shares offered in public offering (in shares) | 12,000,000 | 12,000,000 | ||||||||||||||
Net proceeds from public offering of stock | $ 355.9 | |||||||||||||||
MGP BREIT Venture Transaction | Class A Shares | ||||||||||||||||
Stockholders Equity and Partners Capital [Line Items] | ||||||||||||||||
Number of shares offered in public offering (in shares) | 4,900,000 | |||||||||||||||
Net proceeds from public offering of stock | $ 150 | |||||||||||||||
Empire City Casino | ||||||||||||||||
Stockholders Equity and Partners Capital [Line Items] | ||||||||||||||||
Number of shares offered in public offering (in shares) | 12,900,000 | |||||||||||||||
Ownership percentage | 25.40% | 26.70% | ||||||||||||||
Northfield | ||||||||||||||||
Stockholders Equity and Partners Capital [Line Items] | ||||||||||||||||
Ownership percentage | 31.20% | 30.30% | ||||||||||||||
Park MGM Lease Transaction | ||||||||||||||||
Stockholders Equity and Partners Capital [Line Items] | ||||||||||||||||
Ownership percentage | 30.20% | |||||||||||||||
Operating Partnership Units | ATM Offering | Class A Shares | ||||||||||||||||
Stockholders Equity and Partners Capital [Line Items] | ||||||||||||||||
Number of shares offered in public offering (in shares) | 5,300,000 | |||||||||||||||
Ownership percentage | 32.40% | |||||||||||||||
Operating Partnership Units | Northfield | ||||||||||||||||
Stockholders Equity and Partners Capital [Line Items] | ||||||||||||||||
Equity interests issued | $ 9.4 | |||||||||||||||
Operating Partnership Units | Park MGM Lease Transaction | ||||||||||||||||
Stockholders Equity and Partners Capital [Line Items] | ||||||||||||||||
Number of shares offered in public offering (in shares) | 1,000,000 | |||||||||||||||
MGP Operating Partnership | ||||||||||||||||
Stockholders Equity and Partners Capital [Line Items] | ||||||||||||||||
Amount of Operating Partnership units redeemed | $ 700 | |||||||||||||||
MGP Operating Partnership | ATM Offering | Class A Shares | ||||||||||||||||
Stockholders Equity and Partners Capital [Line Items] | ||||||||||||||||
Number of shares offered in public offering (in shares) | 600,000 |
Shareholders' Equity and Part_4
Shareholders' Equity and Partners' Capital - Change in Ownership Percentage (Details) - USD ($) $ in Thousands | 12 Months Ended | ||||
Dec. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | ||
Class of Stock [Line Items] | |||||
Net income attributable to MGM Growth Properties | $ 76,129 | $ 90,260 | $ 67,065 | ||
Redemption of temporary equity | $ (1,392,468) | (7,532) | [1] | ||
Other | 1,275 | 1,183 | 237 | ||
Net transfers from noncontrolling interest | 337,355 | 1,049,567 | 237 | ||
Change from net income attributable to MGM Growth Properties and transfers to noncontrolling interest | 413,484 | 1,139,827 | 67,302 | ||
Total Class A Shareholders' Equity | |||||
Class of Stock [Line Items] | |||||
Redemption of temporary equity | (114,924) | [1] | 0 | 0 | |
Class A Shares | |||||
Class of Stock [Line Items] | |||||
Share issuances | 442,717 | 1,049,582 | 0 | ||
Empire City Casino | |||||
Class of Stock [Line Items] | |||||
Transactions | 0 | (23,745) | 0 | ||
Park MGM Lease Transaction | |||||
Class of Stock [Line Items] | |||||
Transactions | 0 | (2,496) | 0 | ||
MGP BREIT Venture Transaction | |||||
Class of Stock [Line Items] | |||||
Transactions | (8,287) | 0 | 0 | ||
Northfield OpCo | |||||
Class of Stock [Line Items] | |||||
Northfield OpCo Transaction | $ 0 | $ (27,439) | $ 0 | ||
[1] | Excludes amounts attributable to redeemable noncontrolling interest. See Note 2. |
Shareholders' Equity and Part_5
Shareholders' Equity and Partners' Capital - Changes in Accumulated Other Comprehensive Income (Detail) - USD ($) $ in Thousands | 12 Months Ended | |||||
Dec. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |||
AOCI, Net of Tax [Roll Forward] | ||||||
Balance | $ 6,898,012 | $ 5,845,506 | $ 6,067,739 | |||
Other comprehensive income before reclassifications | (104,999) | (34,476) | 5,258 | |||
Amounts reclassified from accumulated other comprehensive income to interest expense | (1,130) | |||||
Other comprehensive income (loss) | (89,624) | (35,198) | 4,128 | |||
Less: Other comprehensive loss attributable to noncontrolling interest | 54,787 | 25,666 | (3,028) | |||
Issuance of Class A shares | 646 | 1,512 | ||||
Redemption of temporary equity | (7,532) | [1] | $ (1,392,468) | |||
Other* | (166) | [1] | 2,909 | (17,319) | ||
Changes in accumulated other comprehensive loss: | (98,939) | (36,919) | ||||
Balance | 5,590,742 | 5,590,742 | 6,898,012 | 5,845,506 | ||
Interest Expense | ||||||
AOCI, Net of Tax [Roll Forward] | ||||||
Amounts reclassified from accumulated other comprehensive income to interest expense | 17,922 | 5,599 | ||||
Unhedged Interest Rate Swaps | ||||||
AOCI, Net of Tax [Roll Forward] | ||||||
Amounts reclassified from accumulated other comprehensive income to interest expense | (2,547) | (4,877) | ||||
Accumulated Other Comprehensive Income (Loss) | ||||||
AOCI, Net of Tax [Roll Forward] | ||||||
Balance | (7,045) | 4,208 | 3,108 | |||
Other comprehensive income (loss) | (35,198) | |||||
Redemption of temporary equity | [1] | (8,773) | ||||
Other* | [1] | 45 | ||||
Balance | (51,197) | (51,197) | (7,045) | 4,208 | ||
Cash Flow Hedges | ||||||
AOCI, Net of Tax [Roll Forward] | ||||||
Balance | (5,226) | 3,206 | ||||
Other comprehensive income (loss) | (35,198) | |||||
Balance | (40,063) | (40,063) | (5,226) | |||
Cash Flow Hedges Including Portion Attributable to Noncontrolling Interest | ||||||
AOCI, Net of Tax [Roll Forward] | ||||||
Balance | 4,306 | |||||
Other comprehensive income before reclassifications | (104,999) | (34,476) | 5,258 | |||
Amounts reclassified from accumulated other comprehensive income to interest expense | (1,130) | |||||
Other comprehensive income (loss) | (89,624) | 4,128 | ||||
Less: Other comprehensive loss attributable to noncontrolling interest | (3,028) | |||||
Issuance of Class A shares | 0 | 0 | ||||
Redemption of temporary equity | 0 | |||||
Other* | 0 | |||||
Changes in accumulated other comprehensive loss: | (89,624) | (35,198) | ||||
Balance | 4,306 | |||||
Cash Flow Hedges Including Portion Attributable to Noncontrolling Interest | Interest Expense | ||||||
AOCI, Net of Tax [Roll Forward] | ||||||
Amounts reclassified from accumulated other comprehensive income to interest expense | 17,922 | 5,599 | ||||
Cash Flow Hedges Including Portion Attributable to Noncontrolling Interest | Unhedged Interest Rate Swaps | ||||||
AOCI, Net of Tax [Roll Forward] | ||||||
Amounts reclassified from accumulated other comprehensive income to interest expense | (2,547) | |||||
Cash Flow Hedges Noncontrolling Interest | ||||||
AOCI, Net of Tax [Roll Forward] | ||||||
Less: Other comprehensive loss attributable to noncontrolling interest | 54,787 | 25,666 | ||||
Cash Flow Hedges Noncontrolling Interest | Unhedged Interest Rate Swaps | ||||||
AOCI, Net of Tax [Roll Forward] | ||||||
Amounts reclassified from accumulated other comprehensive income to interest expense | (4,877) | |||||
Other | ||||||
AOCI, Net of Tax [Roll Forward] | ||||||
Balance | (1,819) | (98) | (98) | |||
Balance | (11,134) | $ (11,134) | (1,819) | (98) | ||
Other Including Portion Attributable to Noncontrolling Interest | ||||||
AOCI, Net of Tax [Roll Forward] | ||||||
Other comprehensive income before reclassifications | 0 | 0 | 0 | |||
Amounts reclassified from accumulated other comprehensive income to interest expense | 0 | |||||
Other comprehensive income (loss) | 0 | 0 | 0 | |||
Issuance of Class A shares | 646 | 1,512 | ||||
Redemption of temporary equity | (8,773) | |||||
Other* | 45 | |||||
Changes in accumulated other comprehensive loss: | (9,315) | (1,721) | ||||
Other Including Portion Attributable to Noncontrolling Interest | Interest Expense | ||||||
AOCI, Net of Tax [Roll Forward] | ||||||
Amounts reclassified from accumulated other comprehensive income to interest expense | 0 | 0 | ||||
Other Including Portion Attributable to Noncontrolling Interest | Unhedged Interest Rate Swaps | ||||||
AOCI, Net of Tax [Roll Forward] | ||||||
Amounts reclassified from accumulated other comprehensive income to interest expense | 0 | 0 | ||||
Other Portion Attributable to Noncontrolling Interest | ||||||
AOCI, Net of Tax [Roll Forward] | ||||||
Less: Other comprehensive loss attributable to noncontrolling interest | 0 | 0 | $ 0 | |||
Northfield OpCo | ||||||
AOCI, Net of Tax [Roll Forward] | ||||||
Northfield OpCo Transaction | 2 | |||||
Northfield OpCo | Cash Flow Hedges Including Portion Attributable to Noncontrolling Interest | ||||||
AOCI, Net of Tax [Roll Forward] | ||||||
Northfield OpCo Transaction | 0 | |||||
Northfield OpCo | Other Including Portion Attributable to Noncontrolling Interest | ||||||
AOCI, Net of Tax [Roll Forward] | ||||||
Northfield OpCo Transaction | 2 | |||||
Empire City Casino | ||||||
AOCI, Net of Tax [Roll Forward] | ||||||
Acquisition Transaction | (195) | |||||
Empire City Casino | Cash Flow Hedges Including Portion Attributable to Noncontrolling Interest | ||||||
AOCI, Net of Tax [Roll Forward] | ||||||
Acquisition Transaction | 0 | |||||
Empire City Casino | Other Including Portion Attributable to Noncontrolling Interest | ||||||
AOCI, Net of Tax [Roll Forward] | ||||||
Acquisition Transaction | (195) | |||||
Park MGM Lease Transaction | ||||||
AOCI, Net of Tax [Roll Forward] | ||||||
Acquisition Transaction | (16) | |||||
Park MGM Lease Transaction | Cash Flow Hedges Noncontrolling Interest | ||||||
AOCI, Net of Tax [Roll Forward] | ||||||
Acquisition Transaction | 0 | |||||
Park MGM Lease Transaction | Other Including Portion Attributable to Noncontrolling Interest | ||||||
AOCI, Net of Tax [Roll Forward] | ||||||
Acquisition Transaction | $ (16) | |||||
MGP BREIT Venture Transaction | ||||||
AOCI, Net of Tax [Roll Forward] | ||||||
Acquisition Transaction | 59 | |||||
MGP BREIT Venture Transaction | Cash Flow Hedges Including Portion Attributable to Noncontrolling Interest | ||||||
AOCI, Net of Tax [Roll Forward] | ||||||
Acquisition Transaction | 0 | |||||
MGP BREIT Venture Transaction | Other Including Portion Attributable to Noncontrolling Interest | ||||||
AOCI, Net of Tax [Roll Forward] | ||||||
Acquisition Transaction | $ 59 | |||||
[1] | Excludes amounts attributable to redeemable noncontrolling interest. See Note 2. |
Shareholders' Equity and Part_6
Shareholders' Equity and Partners' Capital - Summary of Distributions (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Class of Stock [Line Items] | |||
Total (in dollars per share) | $ 1.9375 | $ 1.8725 | $ 1.7350 |
Class A Shares | |||
Class of Stock [Line Items] | |||
Non-qualified dividends (in dollars per share) | 1.4649 | 1.6134 | 1.2669 |
Return of capital (in dollars per share) | 0.4551 | 0.2366 | 0.4406 |
Total (in dollars per share) | $ 1.9200 | $ 1.8500 | $ 1.7075 |
Non-qualified dividends | 76.30% | 87.21% | 74.20% |
Return of capital | 23.70% | 12.79% | 25.80% |
Total | 100.00% | 100.00% | 100.00% |
Earnings Per Class A Share (Det
Earnings Per Class A Share (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Numerator: | |||
Income from continuing operations, net of tax | $ 160,371 | $ 259,349 | $ 214,139 |
Less: Income from continuing operations attributable to noncontrolling interest | (84,242) | (173,871) | (155,220) |
Income from continuing operations, net of tax, attributable to unitholders - basic and diluted | 76,129 | 85,478 | 58,919 |
Income from discontinued operations, net of tax - basic and diluted | 0 | 16,216 | 30,563 |
Less: Income from discontinued operations attributable to noncontrolling interest | 0 | (11,434) | (22,417) |
Income from discontinued operations attributable to Class A shares - basic and diluted | 0 | 4,782 | 8,146 |
Net income attributable to Class A shareholders | $ 76,129 | $ 90,260 | $ 67,065 |
Denominator: | |||
Weighted average Class A shares outstanding - basic (in shares) | 129,491,000 | 93,047,000 | 70,998,000 |
Effect of dilutive shares for diluted net income per Class A share (in shares) | 162,000 | 252,000 | 188,000 |
Weighted average Class A outstanding - diluted (in shares) | 129,653,000 | 93,299,000 | 71,186,000 |
Stock Compensation Plan | |||
Denominator: | |||
Potentially dilutive shares (in shares) | 0 | ||
Stock Compensation Plan | Maximum | |||
Denominator: | |||
Potentially dilutive shares (in shares) | 100,000 | 100,000 |
Earnings Per Operating Partne_3
Earnings Per Operating Partnership Unit (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Numerator: | |||
Income from continuing operations, net of tax, attributable to unitholders - basic and diluted | $ 76,129 | $ 85,478 | $ 58,919 |
Income from discontinued operations, net of tax - basic and diluted | 0 | 16,216 | 30,563 |
Net income | $ 160,371 | $ 275,565 | $ 244,702 |
Denominator: | |||
Effect of dilutive shares for diluted net income per Operating Partnership unit (in units) | 162,000 | 252,000 | 188,000 |
Stock Compensation Plan | |||
Denominator: | |||
Potentially dilutive shares (in shares) | 0 | ||
MGP Operating Partnership | |||
Numerator: | |||
Income from continuing operations, net of tax, attributable to unitholders - basic and diluted | $ 160,371 | $ 259,349 | $ 214,139 |
Income from discontinued operations, net of tax - basic and diluted | 0 | 16,216 | 30,563 |
Net income | $ 160,371 | $ 275,565 | $ 244,702 |
Denominator: | |||
Weighted average Operating Partnership units outstanding - basic (in units) | 310,688,000 | 293,885,000 | 266,132,000 |
Effect of dilutive shares for diluted net income per Operating Partnership unit (in units) | 162,000 | 252,000 | 188,000 |
Weighted average Operating Partnership units outstanding - diluted (in units) | 310,850,000 | 294,137,000 | 266,320,000 |
MGP Operating Partnership | Stock Compensation Plan | |||
Denominator: | |||
Potentially dilutive shares (in shares) | 0 | ||
Maximum | Stock Compensation Plan | |||
Denominator: | |||
Potentially dilutive shares (in shares) | 100,000 | 100,000 | |
Maximum | MGP Operating Partnership | Stock Compensation Plan | |||
Denominator: | |||
Potentially dilutive shares (in shares) | 100,000 | 100,000 |
Schedule III - Real Estate an_2
Schedule III - Real Estate and Accumulated Depreciation - Summary of Real Estate Properties (Detail) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Acquisition Costs | |||||
Land | $ 3,431,228 | ||||
Building, Improvements and Other | 7,469,280 | ||||
Costs Capitalized Subsequent to Acquisition | |||||
Land | 0 | ||||
Building, Improvements and Other | 147,543 | ||||
Gross Amount at Which Carried at Close of Period | |||||
Land | 3,431,228 | ||||
Building, Improvements and Other | 7,426,111 | ||||
Total | 10,857,338 | $ 13,924,496 | $ 13,318,334 | $ 12,655,847 | |
Accumulated Depreciation | (2,546,601) | $ (3,096,524) | $ (2,812,205) | $ (2,633,909) | |
Aggregate cost of land, buildings, and improvements for federal income tax purposes | 8,500,000 | ||||
Investment Properties | |||||
Acquisition Costs | |||||
Land | 3,431,228 | ||||
Building, Improvements and Other | 7,468,792 | ||||
Costs Capitalized Subsequent to Acquisition | |||||
Land | 0 | ||||
Building, Improvements and Other | 147,351 | ||||
Gross Amount at Which Carried at Close of Period | |||||
Land | 3,431,228 | ||||
Building, Improvements and Other | 7,425,430 | ||||
Total | 10,856,657 | ||||
Accumulated Depreciation | (2,546,317) | ||||
New York-New York | Investment Properties | |||||
Acquisition Costs | |||||
Land | 183,010 | ||||
Building, Improvements and Other | 585,354 | ||||
Costs Capitalized Subsequent to Acquisition | |||||
Land | 0 | ||||
Building, Improvements and Other | 0 | ||||
Gross Amount at Which Carried at Close of Period | |||||
Land | 183,010 | ||||
Building, Improvements and Other | 584,459 | ||||
Total | 767,469 | ||||
Accumulated Depreciation | (345,394) | ||||
The Mirage | Investment Properties | |||||
Acquisition Costs | |||||
Land | 1,017,562 | ||||
Building, Improvements and Other | 760,222 | ||||
Costs Capitalized Subsequent to Acquisition | |||||
Land | 0 | ||||
Building, Improvements and Other | 0 | ||||
Gross Amount at Which Carried at Close of Period | |||||
Land | 1,017,562 | ||||
Building, Improvements and Other | 746,186 | ||||
Total | 1,763,748 | ||||
Accumulated Depreciation | (537,579) | ||||
Luxor | Investment Properties | |||||
Acquisition Costs | |||||
Land | 440,685 | ||||
Building, Improvements and Other | 710,796 | ||||
Costs Capitalized Subsequent to Acquisition | |||||
Land | 0 | ||||
Building, Improvements and Other | 0 | ||||
Gross Amount at Which Carried at Close of Period | |||||
Land | 440,685 | ||||
Building, Improvements and Other | 701,584 | ||||
Total | 1,142,269 | ||||
Accumulated Depreciation | (395,809) | ||||
Excalibur | Investment Properties | |||||
Acquisition Costs | |||||
Land | 814,805 | ||||
Building, Improvements and Other | 342,685 | ||||
Costs Capitalized Subsequent to Acquisition | |||||
Land | 0 | ||||
Building, Improvements and Other | 43,945 | ||||
Gross Amount at Which Carried at Close of Period | |||||
Land | 814,805 | ||||
Building, Improvements and Other | 383,511 | ||||
Total | 1,198,316 | ||||
Accumulated Depreciation | (169,516) | ||||
Park MGM | Investment Properties | |||||
Acquisition Costs | |||||
Land | 291,035 | ||||
Building, Improvements and Other | 376,625 | ||||
Costs Capitalized Subsequent to Acquisition | |||||
Land | 0 | ||||
Building, Improvements and Other | 103,406 | ||||
Gross Amount at Which Carried at Close of Period | |||||
Land | 291,035 | ||||
Building, Improvements and Other | 324,509 | ||||
Total | 615,544 | ||||
Accumulated Depreciation | (108,556) | ||||
Beau Rivage | Investment Properties | |||||
Acquisition Costs | |||||
Land | 104,945 | ||||
Building, Improvements and Other | 561,457 | ||||
Costs Capitalized Subsequent to Acquisition | |||||
Land | 0 | ||||
Building, Improvements and Other | 0 | ||||
Gross Amount at Which Carried at Close of Period | |||||
Land | 104,945 | ||||
Building, Improvements and Other | 551,402 | ||||
Total | 656,347 | ||||
Accumulated Depreciation | (283,847) | ||||
MGM Grand Detroit | Investment Properties | |||||
Acquisition Costs | |||||
Land | 52,509 | ||||
Building, Improvements and Other | 597,324 | ||||
Costs Capitalized Subsequent to Acquisition | |||||
Land | 0 | ||||
Building, Improvements and Other | 0 | ||||
Gross Amount at Which Carried at Close of Period | |||||
Land | 52,509 | ||||
Building, Improvements and Other | 596,694 | ||||
Total | 649,203 | ||||
Accumulated Depreciation | (206,769) | ||||
Gold Strike Tunica | Investment Properties | |||||
Acquisition Costs | |||||
Land | 3,609 | ||||
Building, Improvements and Other | 179,146 | ||||
Costs Capitalized Subsequent to Acquisition | |||||
Land | 0 | ||||
Building, Improvements and Other | 0 | ||||
Gross Amount at Which Carried at Close of Period | |||||
Land | 3,609 | ||||
Building, Improvements and Other | 178,305 | ||||
Total | 181,913 | ||||
Accumulated Depreciation | (97,553) | ||||
Borgata | Investment Properties | |||||
Acquisition Costs | |||||
Land | 35,568 | ||||
Building, Improvements and Other | 1,264,432 | ||||
Costs Capitalized Subsequent to Acquisition | |||||
Land | 0 | ||||
Building, Improvements and Other | 0 | ||||
Gross Amount at Which Carried at Close of Period | |||||
Land | 35,568 | ||||
Building, Improvements and Other | 1,249,925 | ||||
Total | 1,285,493 | ||||
Accumulated Depreciation | (154,417) | ||||
MGM National Harbor | Investment Properties | |||||
Acquisition Costs | |||||
Land | 0 | ||||
Building, Improvements and Other | 1,183,909 | ||||
Costs Capitalized Subsequent to Acquisition | |||||
Land | 0 | ||||
Building, Improvements and Other | 0 | ||||
Gross Amount at Which Carried at Close of Period | |||||
Land | 0 | ||||
Building, Improvements and Other | 1,205,531 | ||||
Total | 1,205,531 | ||||
Accumulated Depreciation | (164,914) | ||||
MGM Northfield Park | Investment Properties | |||||
Acquisition Costs | |||||
Land | 392,500 | ||||
Building, Improvements and Other | 376,842 | ||||
Costs Capitalized Subsequent to Acquisition | |||||
Land | 0 | ||||
Building, Improvements and Other | 0 | ||||
Gross Amount at Which Carried at Close of Period | |||||
Land | 392,500 | ||||
Building, Improvements and Other | 373,324 | ||||
Total | 765,824 | ||||
Accumulated Depreciation | (34,120) | ||||
Empire City | Investment Properties | |||||
Acquisition Costs | |||||
Land | 95,000 | ||||
Building, Improvements and Other | 530,000 | ||||
Costs Capitalized Subsequent to Acquisition | |||||
Land | 0 | ||||
Building, Improvements and Other | 0 | ||||
Gross Amount at Which Carried at Close of Period | |||||
Land | 95,000 | ||||
Building, Improvements and Other | 530,000 | ||||
Total | 625,000 | ||||
Accumulated Depreciation | (47,843) | ||||
MGP Corporate Office | Corporate Property | |||||
Acquisition Costs | |||||
Land | 0 | ||||
Building, Improvements and Other | 488 | ||||
Costs Capitalized Subsequent to Acquisition | |||||
Land | 0 | ||||
Building, Improvements and Other | 192 | ||||
Gross Amount at Which Carried at Close of Period | |||||
Land | 0 | ||||
Building, Improvements and Other | 681 | ||||
Total | 681 | ||||
Accumulated Depreciation | $ (284) |
Schedule III - Real Estate an_3
Schedule III - Real Estate and Accumulated Depreciation - Summary of Depreciable Lives (Detail) | 12 Months Ended |
Dec. 31, 2020 | |
Buildings and building improvements | Minimum | |
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items] | |
Depreciable lives | 20 years |
Buildings and building improvements | Maximum | |
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items] | |
Depreciable lives | 40 years |
Land improvements | Minimum | |
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items] | |
Depreciable lives | 10 years |
Land improvements | Maximum | |
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items] | |
Depreciable lives | 20 years |
Fixtures and integral equipment | Minimum | |
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items] | |
Depreciable lives | 3 years |
Fixtures and integral equipment | Maximum | |
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items] | |
Depreciable lives | 20 years |
Schedule III - Real Estate an_4
Schedule III - Real Estate and Accumulated Depreciation - Reconciliation of Real Estate (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate [Roll Forward] | |||
Balance at beginning of year | $ 13,924,496 | $ 13,318,334 | $ 12,655,847 |
Additions | 0 | 625,000 | 788,850 |
Dispositions and write-offs | (3,067,158) | (27,377) | (105,646) |
Other | 0 | 8,539 | (20,717) |
Balance at end of year | 10,857,338 | 13,924,496 | 13,318,334 |
MGP BREIT Venture Transaction | Mandalay Bay | |||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate [Roll Forward] | |||
Dispositions and write-offs | $ (3,100,000) | ||
Empire City Casino | |||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate [Roll Forward] | |||
Additions | $ 625,000 | ||
MGM Northfield Park | |||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate [Roll Forward] | |||
Additions | $ 769,300 |
Schedule III - Real Estate an_5
Schedule III - Real Estate and Accumulated Depreciation - Reconciliation of Accumulated Depreciation (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate, Accumulated Depreciation [Roll Forward] | |||
Balance at beginning of year | $ (3,096,524) | $ (2,812,205) | |
Depreciation expense | (236,853) | $ (294,705) | (266,622) |
Dispositions and write-offs | 786,776 | 16,533 | 85,327 |
Other | 0 | 6,147 | $ (2,999) |
Balance at end of year | (2,546,601) | $ (3,096,524) | |
MGP BREIT Venture Transaction | Mandalay Bay | |||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate, Accumulated Depreciation [Roll Forward] | |||
Dispositions and write-offs | $ 785,300 |