Form 8-K MGM Resorts Internationa For: Nov 07

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): November 7, 2016

MGM Resorts International

(Exact name of registrant as specified in its charter)

 

Delaware		001-10362		88-0215232
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

3600 Las Vegas Boulevard South, Las Vegas, Nevada 89109

(Address of principal executive offices – Zip Code)

(702) 693-7120

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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ITEM 2.02

RESULTS OF OPERATIONS AND FINANCIAL CONDITION

This current report on Form 8-K is being furnished to disclose the press release issued by the Registrant on November 7, 2016. The purpose of the press release, furnished as Exhibit 99.1, was to announce the Registrant’s results of operations for the quarter ended September 30, 2016. The information in this Form 8-K and Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.

 

ITEM 9.01

FINANCIAL STATEMENTS AND EXHIBITS

 

(a)

Not applicable.

(b)

Not applicable.

(c)

Not applicable.

(d)

Exhibits:

 

99.1		Press release of the Registrant dated November 7, 2016, announcing financial results for the quarter ended September 30, 2016.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

				MGM Resorts International
Date: November 7, 2016				By:		/s/Robert C. Selwood
						Robert C. Selwood
						Executive Vice President and Chief Accounting Officer

Exhibit 99.1

 

 

 

MGM RESORTS INTERNATIONAL REPORTS THIRD QUARTER

FINANCIAL AND OPERATING RESULTS

Diluted earnings per share of $0.93 compared to $0.12 in the prior year quarter

Net income attributable to MGM Resorts of $536 million, a 706% increase over the prior year quarter

Domestic resorts Adjusted Property EBITDA up 31% on a same-store basis

Las Vegas, Nevada, November 7, 2016 – MGM Resorts International (NYSE: MGM) (“MGM Resorts” or the “Company”) today reported financial results for the quarter ended September 30, 2016.

Key highlights include:

 

•

Diluted earnings per share for the third quarter of 2016 of $0.93, including $0.60 related to a $430 million gain on Borgata acquisition and a $0.20 charge related to the NV Energy exit, compared to diluted earnings per share of $0.12 in the prior year quarter;

•

Net revenues of $1.9 billion at the Company’s domestic resorts, a 16% increase over the prior year quarter, and an 8% increase on a same-store basis, excluding contributions from Borgata which the Company began consolidating in August of 2016 and Circus Circus Reno, which the Company sold in 2015;

•

11% increase in REVPAR(1) over the prior year quarter at the Company’s Las Vegas Strip resorts;

•

Operating income of $301 million at the Company’s domestic resorts, including the impact of $139 million of NV Energy exit expense;

•

Net income attributable to MGM Resorts of $536 million, a 706% increase over the prior year quarter;

•

Adjusted Property EBITDA(2) of $570 million at the Company’s domestic resorts, a 39% increase over the prior year quarter and a 31% increase on a same-store basis;

•

Profit Growth Plan contribution of approximately $73 million of year over year Adjusted Property EBITDA growth to domestic resorts and approximately $5 million of Adjusted EBITDA growth from the Company’s 50% share of CityCenter’s results;

•

Same-store Adjusted Property EBITDA margin of 30.6% at the Company’s domestic resorts, a 527 basis point increase compared to the prior year quarter;

•

MGM China’s net revenues decreased 6%, while operating income and Adjusted EBITDA increased 34% and 17%, respectively, compared to the prior year quarter, partially due to its focus on high-quality main-floor business; and

•

CityCenter’s net revenues and Adjusted EBITDA related to resorts operations increased 11% and 41%, respectively, compared to the prior year quarter.

“MGM Resorts produced a tremendously strong quarter, delivering the best net revenues and Adjusted Property EBITDA at our domestic resorts since 2007. These results demonstrate the broad based commitment and contributions of the MGM Resorts team in executing the Company’s strategic plan and delivering value to our shareholders,” said Jim Murren, Chairman & CEO of MGM Resorts. “We have executed on numerous opportunities this year, strengthening our organization, improving our balance sheet, and positioning the Company for growth. The complexity and scale of our organizational transformation is unprecedented in our industry and has manifested itself into our superior operating performance. Looking ahead, we remain focused on organic growth through a stronger, reinvigorated Company driven by our culture of continuous improvement and are committed to expanding our distinguished brand with the opening of MGM National Harbor and the Park Theater in Las Vegas next month.”

 

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Certain Items Affecting Third Quarter Results

The following table lists certain other items that affect the comparability of the current and prior year quarterly results (approximate EPS impact shown, net of tax, per share; negative amounts represent charges to income):

 

Three months ended September 30,		2016				2015
NV Energy exit expense		$	(0.18	)			$      —
Preopening and start-up expenses			(0.03	)			(0.02	)
Gain on Borgata transaction			0.60				—
Income from unconsolidated affiliates:
CityCenter NV Energy exit expense			(0.02	)			—
Non-operating expense:
Loss on retirement of long-term debt			(0.02	)			—

The current quarter included income tax benefit of $169 million resulting from the reduction of valuation allowance on foreign tax credit carryovers and income tax expense of $36 million resulting from the remeasurement of Macau deferred tax liabilities, both the result of a change in assumption concerning renewal of the exemption from the Macau complementary tax on gaming profits.

Domestic Resorts

Casino revenue for the third quarter of 2016 increased 23% compared to the prior year quarter, due primarily to the acquisition of Borgata and an increase in both table games and slots revenue. Casino revenue increased 7% on a same-store basis compared to the prior year quarter. Same-store table games hold percentage in the third quarter of 2016 was 23.7% compared to 20.4% in the prior year quarter. Slots revenue increased 19% compared to the prior year quarter due primarily to the acquisition of Borgata, and increased 3% on a same- store basis compared to the prior year quarter.

Rooms revenue increased 14% compared to the prior year quarter. On a same-store basis, rooms revenue increased 11% compared to the prior year quarter. Las Vegas Strip REVPAR increased 11%. The following table shows key hotel statistics for the Company’s Las Vegas Strip resorts:

 

Three months ended September 30,		2016				2015
Occupancy %			97	%			96%
Average Daily Rate (ADR)		$	154				$      141
Revenue per Available Room (REVPAR)		$	149				$      135

The Company expects to achieve Las Vegas Strip REVPAR growth of 3% in the fourth quarter of 2016, compared to a 12% increase in the prior year’s fourth quarter.

Mr. Murren continued, “We continue to see strength in the Las Vegas market and believe that the Company can drive growth across all room segments in the fourth quarter, despite a challenging comparison. Based on these current trends, we remain confident in our ability to further increase room revenues in 2017.”

Operating income at the Company’s domestic resorts was $301 million for the third quarter of 2016 compared to $290 million in the prior year quarter and included $139 million of NV Energy exit expense associated with the Company’s strategic decision to exit the fully bundled sales system of NV Energy and $8 million in real estate transfer taxes recorded in connection with the Borgata transaction.

Domestic resorts Adjusted Property EBITDA increased 39% to $570 million in the third quarter of 2016 and was positively impacted by approximately $73 million of Adjusted Property EBITDA growth generated from the Company’s Profit Growth Plan initiatives as well as $36 million of Adjusted Property EBITDA resulting from the Borgata transaction. Same-store Adjusted Property EBITDA increased 31% compared to the prior year quarter.

 

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Corporate Expense

Corporate expense was $88 million in the third quarter of 2016, an increase of $14 million compared to the prior year quarter. The current quarter included $10 million of expense related to transaction costs incurred by MGM Growth Properties LLC (“MGP”) in connection with the Borgata transaction, $5 million related to Profit Growth Plan implementation costs, and $11 million related to incremental performance-based compensation expense and costs associated with a litigation settlement. The prior year quarter included costs incurred to implement initiatives related to the Profit Growth Plan and costs associated with the Company’s strategic review totaling $18 million.

MGM China

On September 1, 2016 the Company closed its acquisition of an additional 4.95% of the outstanding common shares of MGM China Holdings Limited (“MGM China”) and now owns approximately 56% of MGM China’s outstanding common shares.

Key third quarter results for MGM China include:

 

•

Net revenues of $500 million, a 6% decrease compared to the prior year quarter;

•

Main floor table games revenue increased 21% compared to the prior year quarter;

•

VIP table games revenue decreased 26% due to a decrease in turnover of 14% compared to the prior year quarter, and hold percentage decreased to 3.0% in the current year quarter, compared to 3.7% in the prior year quarter;

•

Operating income increased 34% to $84 million, compared to operating income of $63 million in the prior year quarter;

•

Adjusted EBITDA increased 17% to $150 million, compared to $128 million in the prior year quarter, including $9 million of license fee expense in the current and prior year quarter; and

•

Operating margin increased by 499 basis points compared to the prior year quarter to 16.9%, and Adjusted EBITDA margin increased by 575 basis points compared to the prior year quarter to 30% as a result of an increase in main floor table games mix and continuous efforts to reduce costs.

In August 2016, MGM China paid a $58 million interim dividend, of which $30 million was distributed to MGM Resorts.

Unconsolidated Affiliates

The following table summarizes information related to the Company’s share of income from unconsolidated affiliates:

 

Three months ended September 30,		2016				2015
		(In thousands)
Borgata (through July 31, 2016)		$	14,243			$	31,784
CityCenter			12,382				16,459
Other			5,952				9,107
		$	32,577			$	57,350

Our share of CityCenter Holdings, LLC (“CityCenter”) operating results for the third quarter of 2016, including certain basis difference adjustments, was $12 million, which included $13 million related to our share of NV Energy exit expense representing CityCenter’s share of a charge associated with the Company’s strategic decision to exit the fully bundled sales system of NV Energy.

 

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Results for CityCenter for the third quarter of 2016 include the following (see schedules accompanying this release for further detail on CityCenter’s third quarter results):

 

•

Net revenues from resort operations were $308 million, an 11% increase compared to the prior year quarter;

•

Operating income was $7 million in the current and prior year quarters and included $26 million of NV Energy exit expense in the current quarter as discussed above;

•

Adjusted EBITDA from resort operations increased 41% to $93 million compared to the prior year quarter, and was positively affected by approximately $11 million of incremental Adjusted EBITDA attributable to Profit Growth Plan initiatives;

•

Adjusted EBITDA at Aria increased 38% to $82 million compared to the prior year quarter;

•

Aria’s table games volume increased 5% and table games hold percentage was 25.4%, compared to 22.6% in the prior year quarter;

•

REVPAR at Aria increased 7% to $221 compared to the prior year quarter; and

•

REVPAR at Vdara increased 15% to $189 compared to the prior year quarter, and Adjusted EBITDA increased 50% to $10 million compared to the prior year quarter.

On August 1, 2016 the Company completed the previously announced acquisition of Boyd Gaming Corporation’s interest in Borgata Hotel Casino and Spa (“Borgata”). The acquisition closed on August 1, 2016, at which time the entity operating Borgata became a consolidated subsidiary of the Company and the real estate assets associated with Borgata were sold to MGP. As a result the Company’s indirect ownership percentage in MGM Growth Properties Operating Partnership LP (the “Operating Partnership”) increased to 76.3%. Prior to the acquisition, the Company held a 50% interest in Borgata, which was accounted for under the equity method.

MGM Growth Properties

During the third quarter of 2016, the Company made rent payments to MGP in the amount of $154 million. On September 15, 2016, MGP’s Board of Directors declared a quarterly dividend of $0.3875 per Class A share totaling $22 million, which was paid on October 14, 2016 to holders of record on September 30, 2016. The Company concurrently received a $72 million distribution attributable to its ownership of units in the Operating Partnership.

On August 12, 2016, the Operating Partnership issued $500 million of 4.50% senior unsecured notes due 2026. The net proceeds were used to refinance amounts outstanding under the Operating Partnership’s revolving credit facility that were drawn in connection with the acquisition of Borgata with the remaining proceeds used for general corporate purposes. In addition, in October 2016, the Operating Partnership re-priced its term loan B facility at par. As a result of the re-pricing, the term loan B facility bears interest at LIBOR plus 2.75%, with a LIBOR floor of 0.75%, which represents a 50 basis point reduction compared to the prior rate of LIBOR plus 3.25%, with a LIBOR floor of 0.75%. The Operating Partnership will receive a further reduction in pricing to LIBOR plus 2.50%, with a LIBOR floor of 0.75% so long as it achieves minimum corporate family ratings of Ba3/BB-.

Financial Position

The Company’s cash balance at September 30, 2016 was $1.4 billion, which included $430 million at MGM China and $340 million at MGP. At September 30, 2016, the Company had $250 million outstanding under its $1.5 billion senior secured credit facility, $2.1 billion outstanding under the $2.7 billion Operating Partnership senior credit facility, $1.8 billion outstanding under the $3 billion MGM China credit facility, and $425 million outstanding under the $525 million MGM National Harbor credit facility.

 

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On August 19, 2016, the Company issued $500 million of 4.625% senior notes due 2026. The Company used the net proceeds from the offering, together with cash on hand, to redeem the $743 million 7.625% senior notes due 2017.

“We remain committed to strengthening our balance sheet and returning MGM Resorts to investment grade as we continue to maximize cash flow and grow the Company in a financially prudent manner,” said Dan D’Arrigo, Executive Vice President and Chief Financial Officer of MGM Resorts. “We believe that our strategic actions in the third quarter are aligned with these goals including opportunistically enhancing our capital structure through the issuance of notes at historically low levels, acquiring the remaining interest in Borgata, and increasing our exposure in the largest gaming market in the world through the purchase of an additional stake in MGM China.”

Conference Call Details

MGM Resorts will host a conference call at 11:00 a.m. Eastern Time today which will include a brief discussion of these results followed by a question and answer period. The call will be accessible via the Internet through www.mgmresorts.com under the Investors section or by calling 1-888-317-6003 for domestic callers and 1-412-317-6061 for international callers. The conference call access code is 5010970. A replay of the call will be available through Monday, November 14, 2016. The replay may be accessed by dialing 1-877-344-7529 or 1-412-317-0088. The replay access code is 10095493. The call will be archived at www.mgmresorts.com. In addition, MGM Resorts will post supplemental slides today on its website at www.mgmresorts.investorroom.com for reference during its November 7, 2016 earnings call.

1            REVPAR is hotel revenue per available room.

2            “Adjusted EBITDA” is earnings before interest and other non-operating income (expense), taxes, depreciation and amortization, preopening and start-up expenses, NV Energy exit expense, goodwill impairment charges and property transactions, net. “Adjusted Property EBITDA” is Adjusted EBITDA before corporate expense and stock compensation expense related to the MGM Resorts stock option plan, which is not allocated to each property. MGM China recognizes stock compensation expense related to its stock compensation plan which is included in the calculation of Adjusted EBITDA for MGM China. “Same-store Adjusted Property EBITDA” is Adjusted Property EBITDA related to operating resorts which were consolidated by the Company for both the entire current and prior year periods presented. Adjusted EBITDA information is presented solely as a supplemental disclosure to reported GAAP measures because management believes these measures are 1) widely used measures of operating performance in the gaming industry, and 2) a principal basis for valuation of gaming companies.

Management believes that while items excluded from Adjusted EBITDA, Adjusted Property EBITDA, and Same-store Adjusted Property EBITDA may be recurring in nature and should not be disregarded in evaluation of the Company’s earnings performance, it is useful to exclude such items when analyzing current results and trends compared to other periods because these items can vary significantly depending on specific underlying transactions or events that may not be comparable between the periods being presented. Also, management believes excluded items may not relate specifically to current operating trends or be indicative of future results. For example, preopening and start-up expenses will be significantly different in periods when the Company is developing and constructing a major expansion project and will depend on where the current period lies within the development cycle, as well as the size and scope of the project(s). Property transactions, net includes normal recurring disposals, gains and losses on sales of assets related to specific assets within the Company’s resorts, but also includes gains or losses on sales of an entire operating resort or a group of resorts and impairment charges on entire asset groups or investments in unconsolidated affiliates, which may not be comparable period over period.

In addition, capital allocation, tax planning, financing and stock compensation awards are all managed at the corporate level. Therefore, management uses Adjusted Property EBITDA and Same-store Adjusted Property EBITDA as the primary measure of the Company’s operating resorts’ performance.

Adjusted EBITDA, Adjusted Property EBITDA and Same-store Adjusted Property EBITDA should not be construed as alternatives to operating income or net income, as indicators of our performance; or as alternatives to cash flows from operating activities, as measures of liquidity; or as any other measure determined in accordance with generally accepted accounting principles. We have significant uses of cash flows, including capital expenditures, interest payments, taxes and debt principal repayments, which are not reflected in Adjusted EBITDA, Adjusted Property EBITDA or Same-store Adjusted Property EBITDA. Also, other companies in the gaming and hospitality industries that report Adjusted EBITDA, Adjusted Property EBITDA or Same-store Adjusted Property EBITDA information may calculate Adjusted EBITDA, Adjusted Property EBITDA or Same-store Adjusted Property EBITDA in a different manner.

Reconciliations of GAAP net income (loss) to Adjusted EBITDA and GAAP operating income (loss) to Adjusted Property EBITDA and Same-store Adjusted Property EBITDA are included in the financial schedules in this release.

 

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About MGM Resorts International

MGM Resorts International (NYSE: MGM) is one of the world’s leading global hospitality companies, operating a portfolio of destination resort brands including Bellagio, MGM Grand, Mandalay Bay and The Mirage. The Company is in the process of developing MGM National Harbor in Maryland and MGM Springfield in Massachusetts. MGM Resorts controls and holds a 76 percent economic interest in the operating partnership of MGM Growth Properties LLC (NYSE: MGP), a premier triple-net lease real estate investment trust engaged in the acquisition, ownership and leasing of large-scale destination entertainment and leisure resorts. The Company also owns 56 percent of MGM China Holdings Limited (HK: 2282), which owns the MGM Macau resort and casino and is developing a gaming resort in Cotai, and 50 percent of CityCenter in Las Vegas, which features ARIA Resort & Casino. MGM Resorts is named among FORTUNE® Magazine’s 2016 list of World’s Most Admired Companies®. For more information about MGM Resorts International, visit the Company’s website at www.mgmresorts.com.

Statements in this release that are not historical facts are forward-looking statements, within the meaning of the Private Securities Litigation Reform Act of 1995 and involve risks and/or uncertainties, including those described in the Company’s public filings with the Securities and Exchange Commission. The Company has based forward-looking statements on management’s current expectations and assumptions and not on historical facts. Examples of these statements include, but are not limited to, the Company’s expectations regarding future results (including REVPAR guidance), its ability to generate future cash flow growth and to execute on future development and other projects, such as the Profit Growth Plan, the expected results of the Profit Growth Plan, its ability to drive future growth across all room segments, and the Company’s ability to execute its strategic plan and improve its financial flexibility. These forward-looking statements involve a number of risks and uncertainties. Among the important factors that could cause actual results to differ materially from those indicated in such forward-looking statements include effects of economic conditions and market conditions in the markets in which the Company operates and competition with other destination travel locations throughout the United States and the world, the design, timing and costs of expansion projects, risks relating to international operations, permits, licenses, financings, approvals and other contingencies in connection with growth in new or existing jurisdictions and additional risks and uncertainties described in the Company’s Form 10-K, Form 10-Q and Form 8-K reports (including all amendments to those reports). In providing forward-looking statements, the Company is not undertaking any duty or obligation to update these statements publicly as a result of new information, future events or otherwise, except as required by law. If the Company updates one or more forward-looking statements, no inference should be drawn that it will make additional updates with respect to those other forward-looking statements.

 

MGM RESORTS CONTACTS:
Investment Community				News Media
CATHERINE PARK				CLARK DUMONT
Executive Director of Investor Relations				Senior Vice President of Corporate Communications
(702) 693-8711				(702) 692-6888 or [email protected]

 

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MGM RESORTS INTERNATIONAL AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share data)

(Unaudited)

 

		Three Months Ended								Nine Months Ended
		September 30,				September 30,				September 30,				September 30,
		2016				2015				2016				2015
Revenues:
Casino		$	1,307,827			$	1,181,593			$	3,569,587			$	3,696,071
Rooms			530,331				466,032				1,518,721				1,415,955
Food and beverage			448,666				397,332				1,238,537				1,204,616
Entertainment			140,151				141,085				380,330				402,025
Retail			52,724				53,272				150,629				153,791
Other			148,470				126,585				400,115				390,954
Reimbursed costs			99,316				98,292				301,160				302,900
			2,727,485				2,464,191				7,559,079				7,566,312
Less: Promotional allowances			(212,370)				(183,375)				(564,776)				(568,117)
			2,515,115				2,280,816				6,994,303				6,998,195
Expenses:
Casino			696,329				699,569				1,957,203				2,220,804
Rooms			148,317				140,806				435,311				424,184
Food and beverage			252,108				236,988				712,856				701,636
Entertainment			108,464				107,478				299,579				308,874
Retail			27,105				26,767				73,191				79,261
Other			93,880				88,000				260,901				268,158
Reimbursed costs			99,316				98,292				301,160				302,900
General and administrative			371,950				340,495				1,001,900				1,002,376
Corporate expense			87,782				74,019				240,833				183,977
NV Energy exit expense			139,335				-				139,335				-
Preopening and start-up expenses			31,660				16,510				78,444				50,270
Property transactions, net			(1,268)				7,123				4,717				12,665
Gain on Borgata transaction			(429,778)				-				(429,778)				-
Depreciation and amortization			209,737				204,742				616,475				619,719
			1,834,937				2,040,789				5,692,127				6,174,824
Income from unconsolidated affiliates			32,577				57,350				495,588				217,631
Operating income			712,755				297,377				1,797,764				1,041,002
Non-operating income (expense):
Interest expense, net of amounts capitalized			(168,048)				(191,781)				(533,069)				(611,288)
Non-operating items from unconsolidated affiliates			(11,132)				(22,968)				(45,229)				(59,745)
Other, net			(17,310)				(4,386)				(67,715)				(12,691)
			(196,490)				(219,135)				(646,013)				(683,724)
Income before income taxes			516,265				78,242				1,151,751				357,278
Benefit for income taxes			44,995				16,493				15,205				76,570
Net income			561,260				94,735				1,166,956				433,848
Less: Net income attributable to noncontrolling interests			(25,641)				(28,310)				(90,185)				(100,114)
Net income attributable to MGM Resorts International		$	535,619			$	66,425			$	1,076,771			$	333,734
Per share of common stock:
Basic:
Net income attributable to MGM Resorts International		$	0.94			$	0.12			$	1.90			$	0.62
Weighted average shares outstanding			568,125				563,287				566,220				535,619
Diluted:
Net income attributable to MGM Resorts International		$	0.93			$	0.12			$	1.88			$	0.61
Weighted average shares outstanding			573,812				569,320				571,350				547,750

 

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MGM RESORTS INTERNATIONAL AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(In thousands, except share data)

(Unaudited)

 

		September 30, 2016				December 31, 2015
ASSETS
Current assets:
Cash and cash equivalents		$	1,446,158			$	1,670,312
Accounts receivable, net			492,426				480,559
Inventories			97,400				104,200
Income tax receivable			478				15,993
Prepaid expenses and other			177,886				137,685
Total current assets			2,214,348				2,408,749
Property and equipment, net			17,948,045				15,371,795
Other assets:
Investments in and advances to unconsolidated affiliates			1,196,543				1,491,497
Goodwill			1,815,209				1,430,767
Other intangible assets, net			4,137,475				4,164,781
Other long-term assets, net			393,666				347,589
Total other assets			7,542,893				7,434,634
		$	27,705,286			$	25,215,178
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable		$	232,490			$	182,031
Construction payable			306,969				250,120
Current portion of long-term debt			-				328,442
Accrued interest on long-term debt			115,977				165,914
Other accrued liabilities			1,475,199				1,311,444
Total current liabilities			2,130,635				2,237,951
Deferred income taxes, net			2,543,815				2,680,576
Long-term debt			12,786,420				12,368,311
Other long-term obligations			320,707				157,663
Redeemable noncontrolling interest			6,250				6,250
Stockholders’ equity:
Common stock, $.01 par value: authorized 1,000,000,000 shares, issued and outstanding 572,834,533 and 564,838,893 shares			5,728				5,648
Capital in excess of par value			5,651,160				5,655,886
Retained earnings (accumulated deficit)			521,142				(555,629)
Accumulated other comprehensive income			12,801				14,022
Total MGM Resorts International stockholders’ equity			6,190,831				5,119,927
Noncontrolling interests			3,726,628				2,644,500
Total stockholders’ equity			9,917,459				7,764,427
		$	27,705,286			$	25,215,178

 

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MGM RESORTS INTERNATIONAL AND SUBSIDIARIES

SUPPLEMENTAL DATA - NET REVENUES

(In thousands)

(Unaudited)

 

		Three Months Ended								Nine Months Ended
		September 30,				September 30,				September 30,				September 30,
		2016				2015				2016				2015
Bellagio		$	342,952			$	303,494			$	1,005,503			$	924,355
MGM Grand Las Vegas			290,783				286,777				859,469				855,383
Mandalay Bay			266,943				232,172				735,104				701,109
The Mirage			151,622				141,007				449,258				440,512
Luxor			104,152				95,358				292,168				278,075
New York-New York			85,291				75,722				249,718				229,805
Excalibur			81,205				75,088				233,946				217,753
Monte Carlo			72,569				73,274				213,497				220,286
Circus Circus Las Vegas			69,514				62,643				187,706				177,497
MGM Grand Detroit			142,704				128,789				424,031				403,133
Beau Rivage			97,971				98,322				286,796				279,717
Gold Strike Tunica			41,942				42,152				124,166				121,873
Borgata (1)			151,006				-				151,006				-
Other resort operations (2)			-				21,390				-				70,065
Domestic resorts			1,898,654				1,636,188				5,212,368				4,919,563
MGM China			499,822				529,037				1,420,802				1,715,983
Management and other operations			116,639				115,591				361,133				362,649
		$	2,515,115			$	2,280,816			$	6,994,303			$	6,998,195
MGM RESORTS INTERNATIONAL AND SUBSIDIARIES SUPPLEMENTAL DATA - ADJUSTED PROPERTY EBITDA (In thousands) (Unaudited)
		Three Months Ended								Nine Months Ended
		September 30,				September 30,				September 30,				September 30,
		2016				2015				2016				2015
Bellagio		$	126,790			$	95,827			$	360,979			$	288,797
MGM Grand Las Vegas			82,760				62,182				261,143				200,038
Mandalay Bay			79,296				49,961				200,621				164,745
The Mirage			38,066				27,182				112,244				95,801
Luxor			29,685				21,695				81,130				62,322
New York-New York			30,274				24,831				91,655				77,040
Excalibur			27,076				21,273				75,907				59,598
Monte Carlo			18,764				21,372				61,884				63,738
Circus Circus Las Vegas			19,770				12,377				46,235				31,568
MGM Grand Detroit			44,024				33,372				127,856				109,723
Beau Rivage			25,292				26,679				76,127				66,784
Gold Strike Tunica			12,282				11,560				38,312				34,144
Borgata (1)			36,099				-				36,099				-
Other resort operations (2)			-				2,978				-				4,933
Domestic resorts			570,178				411,289				1,570,192				1,259,231
MGM China			149,868				128,225				383,187				408,898
Unconsolidated resorts (3)			32,577				57,350				495,588				217,631
Management and other operations			1,301				5,591				9,788				29,803
		$	753,924			$	602,455			$	2,458,755			$	1,915,563

(1) Represents net revenues and Adjusted Property EBITDA of Borgata for the period from August 1, 2016 (the first day of the Company’s full ownership) through September 30, 2016

(2) Sold in 2015

(3) Represents the Company’s share of operating income (loss), adjusted for the effect of certain basis differences. Includes the Company’s share of Borgata results for the three and nine month periods ended September 30, 2015 and the one and seven months ended July 31, 2016

 

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MGM RESORTS INTERNATIONAL AND SUBSIDIARIES

RECONCILIATION OF OPERATING INCOME (LOSS) TO ADJUSTED PROPERTY EBITDA AND ADJUSTED EBITDA

(In thousands)

(Unaudited)

Three Months Ended September 30, 2016

 

		Operating   income (loss)				NV Energy exit   expense				Preopening and   start-up expenses				Property   transactions, net   and gain on Borgata transaction				Depreciation and   amortization				Adjusted EBITDA
Bellagio		$	81,805			$	23,815			$	-			$	(150)			$	21,320			$	126,790
MGM Grand Las Vegas			39,251				25,365				-				623				17,521				82,760
Mandalay Bay			26,641				29,123				223				797				22,512				79,296
The Mirage			14,438				13,813				-				16				9,799				38,066
Luxor			8,827				11,594				181				151				8,932				29,685
New York-New York			17,983				7,439				105				79				4,668				30,274
Excalibur			13,366				9,083				-				618				4,009				27,076
Monte Carlo			3,937				8,409				363				54				6,001				18,764
Circus Circus Las Vegas			4,923				10,694				-				104				4,049				19,770
MGM Grand Detroit			38,183				-				-				-				5,841				44,024
Beau Rivage			18,822				-				-				3				6,467				25,292
Gold Strike Tunica			9,788				-				-				10				2,484				12,282
Borgata (1)			22,830				-				51				79				13,139				36,099
Other resort operations (2)			-				-				-				-				-				-
Domestic resorts			300,794				139,335				923				2,384				126,742				570,178
MGM China			84,304				-				8,298				(1,148)				58,414				149,868
Unconsolidated resorts (3)			32,496				-				81				-				-				32,577
Management and other operations			(324)				-				-				-				1,625				1,301
			417,270				139,335				9,302				1,236				186,781				753,924
Stock compensation			(11,123)				-				-				-				-				(11,123)
Corporate			306,608				-				22,358				(432,282)				22,956				(80,360)
		$	712,755			$	139,335			$	31,660			$	(431,046)			$	209,737			$	662,441
Three Months Ended September 30, 2015
		Operating   income (loss)				NV Energy exit   expense				Preopening and   start-up expenses				Property   transactions, net				Depreciation and   amortization				Adjusted EBITDA
Bellagio		$	72,646			$	-			$	-			$	153			$	23,028			$	95,827
MGM Grand Las Vegas			43,889				-				-				17				18,276				62,182
Mandalay Bay			29,180				-				-				1,506				19,275				49,961
The Mirage			16,390				-				-				2				10,790				27,182
Luxor			12,490				-				(1)				36				9,170				21,695
New York-New York			19,023				-				1				878				4,929				24,831
Excalibur			17,606				-				-				46				3,621				21,273
Monte Carlo			11,345				-				1				1,070				8,956				21,372
Circus Circus Las Vegas			8,504				-				-				9				3,864				12,377
MGM Grand Detroit			27,254				-				-				-				6,118				33,372
Beau Rivage			20,161				-				-				7				6,511				26,679
Gold Strike Tunica			8,617				-				-				5				2,938				11,560
Other resort operations			2,963				-				-				-				15				2,978
Domestic resorts			290,068				-				1				3,729				117,491				411,289
MGM China			62,833				-				3,491				139				61,762				128,225
Unconsolidated resorts (3)			56,380				-				970				-				-				57,350
Management and other operations			3,238				-				298				123				1,932				5,591
			412,519				-				4,760				3,991				181,185				602,455
Stock compensation			(7,386)				-				-				-				-				(7,386)
Corporate			(107,756)				-				11,750				3,132				23,557				(69,317)
		$	297,377			$	-			$	16,510			$	7,123			$	204,742			$	525,752

(1) Represents operating results of Borgata for the period from August 1, 2016 (the first day of the Company’s full ownership) through September 30, 2016

(2) Sold in 2015

(3) Represents the Company’s share of operating income (loss), adjusted for the effect of certain basis differences. Includes the Company’s share of Borgata results for the three months ended September 30, 2015 and the one month ended July 31, 2016

 

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MGM RESORTS INTERNATIONAL AND SUBSIDIARIES

RECONCILIATION OF OPERATING INCOME (LOSS) TO ADJUSTED PROPERTY EBITDA AND ADJUSTED EBITDA

(In thousands)

(Unaudited)

Nine Months Ended September 30, 2016

 

		Operating   income (loss)				NV Energy exit   expense				Preopening and   start-up expenses				Property   transactions, net   and gain on Borgata transaction				Depreciation and   amortization				Adjusted EBITDA
Bellagio		$	271,058			$	23,815			$	-			$	(89)			$	66,195			$	360,979
MGM Grand Las Vegas			180,806				25,365				-				1,123				53,849				261,143
Mandalay Bay			102,125				29,123				252				1,955				67,166				200,621
The Mirage			68,564				13,813				-				(397)				30,264				112,244
Luxor			39,873				11,594				1,625				524				27,514				81,130
New York-New York			68,476				7,439				477				179				15,084				91,655
Excalibur			51,076				9,083				-				3,587				12,161				75,907
Monte Carlo			30,208				8,409				508				206				22,553				61,884
Circus Circus Las Vegas			23,211				10,694				-				234				12,096				46,235
MGM Grand Detroit			110,029				-				-				-				17,827				127,856
Beau Rivage			56,472				-				-				(59)				19,714				76,127
Gold Strike Tunica			30,892				-				-				103				7,317				38,312
Borgata (1)			22,830				-				51				79				13,139				36,099
Other resort operations (2)			-				-				-				-				-				-
Domestic resorts			1,055,620				139,335				2,913				7,445				364,879				1,570,192
MGM China			183,209				-				20,746				123				179,109				383,187
Unconsolidated resorts (3)			492,420				-				3,168				-				-				495,588
Management and other operations			3,261				-				1,150				-				5,377				9,788
			1,734,510				139,335				27,977				7,568				549,365				2,458,755
Stock compensation			(31,432)				-				-				-				-				(31,432)
Corporate			94,686				-				50,467				(432,629)				67,110				(220,366)
		$	1,797,764			$	139,335			$	78,444			$	(425,061)			$	616,475			$	2,206,957
Nine Months Ended September 30, 2015
		Operating   income (loss)				NV Energy exit   expense				Preopening and   start-up expenses				Property   transactions, net				Depreciation and   amortization				Adjusted EBITDA
Bellagio		$	220,097			$	-			$	-			$	337			$	68,363			$	288,797
MGM Grand Las Vegas			144,505				-				-				99				55,434				200,038
Mandalay Bay			104,064				-				-				2,662				58,019				164,745
The Mirage			59,970				-				50				1,302				34,479				95,801
Luxor			33,993				-				(2)				88				28,243				62,322
New York-New York			60,932				-				(74)				1,142				15,040				77,040
Excalibur			48,514				-				-				128				10,956				59,598
Monte Carlo			41,289				-				2				1,599				20,848				63,738
Circus Circus Las Vegas			19,582				-				281				9				11,696				31,568
MGM Grand Detroit			91,799				-				-				-				17,924				109,723
Beau Rivage			47,217				-				-				7				19,560				66,784
Gold Strike Tunica			25,280				-				-				14				8,850				34,144
Other resort operations			4,467				-				-				-				466				4,933
Domestic resorts			901,709				-				257				7,387				349,878				1,259,231
MGM China			192,805				-				10,332				968				204,793				408,898
Unconsolidated resorts (3)			215,218				-				2,413				-				-				217,631
Management and other operations			22,104				-				842				1,079				5,778				29,803
			1,331,836				-				13,844				9,434				560,449				1,915,563
Stock compensation			(22,280)				-				-				-				-				(22,280)
Corporate			(268,554)				-				36,426				3,231				59,270				(169,627)
		$	1,041,002			$	-			$	50,270			$	12,665			$	619,719			$	1,723,656

(1) Represents operating results of Borgata for the period from August 1, 2016 (the first day of the Company’s full ownership) through September 30, 2016

(2) Sold in 2015

(3) Represents the Company’s share of operating income (loss), adjusted for the effect of certain basis differences. Includes the Company’s share of Borgata results for the nine months ended September 30, 2015 and the seven months ended July 31, 2016

 

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MGM RESORTS INTERNATIONAL AND SUBSIDIARIES

RECONCILIATION OF ADJUSTED EBITDA TO NET INCOME ATTRIBUTABLE TO MGM RESORTS INTERNATIONAL

(In thousands)

(Unaudited)

 

		Three Months Ended								Nine Months Ended
		September 30,				September 30,				September 30,				September 30,
		2016				2015				2016				2015
Adjusted EBITDA		$	662,441			$	525,752			$	2,206,957			$	1,723,656
NV Energy exit expense			(139,335)				-				(139,335)				-
Preopening and start-up expenses			(31,660)				(16,510)				(78,444)				(50,270)
Property transactions, net			1,268				(7,123)				(4,717)				(12,665)
Gain on Borgata transaction			429,778				-				429,778				-
Depreciation and amortization			(209,737)				(204,742)				(616,475)				(619,719)
Operating income			712,755				297,377				1,797,764				1,041,002
Non-operating income (expense):
Interest expense, net of amounts capitalized			(168,048)				(191,781)				(533,069)				(611,288)
Other, net			(28,442)				(27,354)				(112,944)				(72,436)
			(196,490)				(219,135)				(646,013)				(683,724)
Income before income taxes			516,265				78,242				1,151,751				357,278
Benefit for income taxes			44,995				16,493				15,205				76,570
Net income			561,260				94,735				1,166,956				433,848
Less: Net income attributable to noncontrolling interests			(25,641)				(28,310)				(90,185)				(100,114)
Net income attributable to MGM Resorts International		$	535,619			$	66,425			$	1,076,771			$	333,734

MGM RESORTS INTERNATIONAL AND SUBSIDIARIES

RECONCILIATION OF DOMESTIC RESORTS ADJUSTED PROPERTY EBITDA TO DOMESTIC RESORTS SAME-STORE ADJUSTED PROPERTY EBITDA

(In thousands)

(Unaudited)

 

		Three Months Ended								Nine Months Ended
		September 30,				September 30,				September 30,				September 30,
		2016				2015				2016				2015
Domestic resorts Adjusted Property EBITDA		$	570,178			$	411,289			$	1,570,192			$	1,259,231
Adjusted Property EBITDA related to Borgata			(36,099)				-				(36,099)				-
Adjusted Property EBITDA related to other resort operations			-				(2,978)				-				(4,933)
Domestic resorts same-store Adjusted Property EBITDA		$	534,079			$	408,311			$	1,534,093			$	1,254,298

MGM RESORTS INTERNATIONAL AND SUBSIDIARIES

SUPPLEMENTAL DATA - HOTEL STATISTICS - LAS VEGAS STRIP

(Unaudited)

 

		Three Months Ended								Nine Months Ended
		September 30,   2016				September 30,   2015				September 30,   2016				September 30,   2015
Bellagio
Occupancy %			96.7%				96.6%				94.4%				93.9%
Average daily rate (ADR)			$267				$245				$274				$259
Revenue per available room (REVPAR)			$258				$237				$259				$243
MGM Grand Las Vegas
Occupancy %			97.9%				98.0%				94.8%				95.8%
ADR			$169				$154				$176				$164
REVPAR			$166				$151				$167				$157
Mandalay Bay
Occupancy %			95.6%				94.3%				93.4%				92.5%
ADR			$207				$192				$213				$203
REVPAR			$198				$181				$199				$188
The Mirage
Occupancy %			97.9%				97.0%				95.9%				94.5%
ADR			$161				$155				$171				$165
REVPAR			$157				$151				$164				$156
Luxor
Occupancy %			98.5%				96.8%				96.8%				95.1%
ADR			$112				$99				$111				$104
REVPAR			$110				$96				$107				$99
New York-New York
Occupancy %			99.4%				98.7%				98.3%				98.6%
ADR			$137				$122				$138				$128
REVPAR			$136				$121				$136				$126
Excalibur
Occupancy %			96.6%				95.5%				95.1%				94.3%
ADR			$98				$88				$96				$87
REVPAR			$95				$84				$91				$82
Monte Carlo
Occupancy %			98.4%				98.2%				97.7%				97.3%
ADR			$125				$113				$125				$118
REVPAR			$123				$111				$122				$115
Circus Circus Las Vegas
Occupancy %			91.4%				88.0%				85.0%				85.0%
ADR			$81				$71				$79				$69
REVPAR			$74				$62				$67				$59

 

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CITYCENTER HOLDINGS, LLC

SUPPLEMENTAL DATA - NET REVENUES

(In thousands)

(Unaudited)

 

		Three Months Ended								Nine Months Ended
		September 30,				September 30,				September 30,				September 30,
		2016				2015				2016				2015
Aria		$	261,052			$	235,929			$	756,577			$	727,012
Vdara			30,918				26,769				90,552				83,491
Mandarin Oriental			16,002				14,126				49,221				45,735
Resort operations			307,972				276,824				896,350				856,238
Residential and other operations			495				1,598				2,644				29,989
		$	308,467			$	278,422			$	898,994			$	886,227
CITYCENTER HOLDINGS, LLC RECONCILIATION OF ADJUSTED EBITDA TO NET INCOME (LOSS) (In thousands) (Unaudited)
		Three Months Ended								Nine Months Ended
		September 30,				September 30,				September 30,				September 30,
		2016				2015				2016				2015
Adjusted EBITDA		$	92,179			$	64,965			$	260,301			$	213,457
NV Energy exit expense			(26,089)				-				(26,089)				-
Property transactions, net			(73)				30				1,939				159,062
Depreciation and amortization			(58,790)				(57,897)				(256,486)				(173,542)
Operating income (loss)			7,227				7,098				(20,335)				198,977
Non-operating income (expense):
Interest expense, net of amounts capitalized			(14,518)				(18,262)				(46,522)				(54,612)
Other, net			(64)				(103)				(3,217)				117
			(14,582)				(18,365)				(49,739)				(54,495)
Net income (loss) from continuing operations			(7,355)				(11,267)				(70,074)				144,482
Discontinued operations
Income (loss) from operations of discontinued component			(521)				5,349				399,514				17,355
Net income (loss)		$	(7,876)			$	(5,918)			$	329,440			$	161,837

CITYCENTER HOLDINGS, LLC RECONCILIATION OF OPERATING INCOME (LOSS) TO ADJUSTED EBITDA (In thousands) (Unaudited)   Three Months Ended September 30, 2016
		Operating income  (loss)				NV Energy exit  expense				Preopening and  start-up expenses				Property  transactions, net				Depreciation and  amortization				Adjusted EBITDA
Aria		$	9,604			$	23,320			$	-			$	(3)			$	48,698			$	81,619
Vdara			1,189				1,676				-				76				6,957				9,898
Mandarin Oriental			(3,083)				1,093				-				-				3,135				1,145
Resort operations			7,710				26,089				-				73				58,790				92,662
Residential, administration and other operations			(483)				-				-				-				-				(483)
		$	7,227			$	26,089			$	-			$	73			$	58,790			$	92,179
Three Months Ended September 30, 2015
		Operating income  (loss)				NV Energy exit  expense				Preopening and  start-up expenses				Property  transactions, net				Depreciation and  amortization				Adjusted EBITDA
Aria		$	11,949			$	-			$	-			$	(30)			$	47,061			$	58,980
Vdara			(1,168)				-				-				-				7,753				6,585
Mandarin Oriental			(2,698)				-				-				-				3,075				377
Resort operations			8,083				-				-				(30)				57,889				65,942
Residential, administration and other operations			(985)				-				-				-				8				(977)
		$	7,098			$	-			$	-			$	(30)			$	57,897			$	64,965

 

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CITYCENTER HOLDINGS, LLC

RECONCILIATION OF OPERATING INCOME (LOSS) TO ADJUSTED EBITDA

(In thousands)

(Unaudited)

Nine Months Ended September 30, 2016

 

		Operating     income (loss)				NV Energy exit expense				Preopening and start-up expenses				Property  transactions, net				Depreciation and  amortization				Adjusted EBITDA
Aria		$	(17,955)			$	23,320			$	-			$	(475)			$	226,287			$	231,177
Vdara			4,649				1,676				-				(253)				20,865				26,937
Mandarin Oriental			(6,067)				1,093				-				-				9,334				4,360
Resort operations			(19,373)				26,089				-				(728)				256,486				262,474
Residential, administration and other operations			(962)				-				-				(1,211)				-				(2,173)
		$	(20,335)			$	26,089			$	-			$	(1,939)			$	256,486			$	260,301

Nine Months Ended September 30, 2015

 

		Operating income (loss)				NV Energy exit expense				Preopening and start-up expenses				Property  transactions, net				Depreciation and  amortization				Adjusted EBITDA
Aria		$	41,790			$	-			$	-			$	918			$	141,114			$	183,822
Vdara			(1,152)				-				-				-				23,415				22,263
Mandarin Oriental			(5,655)				-				-				-				9,169				3,514
Resort operations			34,983				-				-				918				173,698				209,599
Residential, administration and other operations			163,994				-				-				(159,980)				(156)				3,858
		$	198,977			$	-			$	-			$	(159,062)			$	173,542			$	213,457

CITYCENTER HOLDINGS, LLC

SUPPLEMENTAL DATA - HOTEL STATISTICS

(Unaudited)

 

		Three Months Ended						Nine Months Ended
		September 30,		September 30,				September 30,		September 30,
		2016		2015				2016		2015
Aria
Occupancy %		95.5%		94.5%				93.2%		93.0%
ADR		$231		$219				$243		$232
REVPAR		$221		$207				$226		$216
Vdara
Occupancy %		95.9%		92.8%				93.8%		93.3%
ADR		$197		$176				$202		$185
REVPAR		$189		$164				$190		$172

 

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