What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2023-08-02 compared with 2023-05-01 · 204 added, 101 removed, 658 unchanged (32% of the section changed)

23 unchanged sentences

Accounts and construction payable $ 358,807 $ 369,817

Income tax payable 65,992 —

Current portion of long-term debt 35,200 1,286,473

24 unchanged sentences

Three Months Ended

June 30, Six Months Ended

2023 2022 2023 2022

Casino $ 1,951,382 $ 1,357,134 $ 3,833,810 $ 2,778,044

13 unchanged sentences

Property transactions, net 5,614 ( 19,395 ) ( 390,462 ) 35,343

Gain on REIT transactions, net — ( 2,277,747 ) — ( 2,277,747 )

Depreciation and amortization 203,503 366,255 407,004 654,893

7 unchanged sentences

( 88,693 ) ( 185,987 ) ( 173,870 ) ( 362,909 )

Income (loss) before income taxes 645,662 ( 71,134 )

Benefit (provision) for income taxes ( 165,779 ) 36,341

Net income (loss) 479,883 ( 34,793 )

Income before income taxes 282,685 2,195,464 928,347 2,124,330

Provision for income taxes ( 39,141 ) ( 572,839 ) ( 204,920 ) ( 536,498 )

Net income 243,544 1,622,625 723,427 1,587,832

Net (income) loss attributable to noncontrolling interests ( 42,748 ) 161,312 ( 55,824 ) 178,089

Net income (loss) attributable to MGM Resorts International $ 466,807 $ ( 18,016 )

Earnings (loss) per share

Net Income attributable to MGM Resorts International $ 200,796 $ 1,783,937 $ 667,603 $ 1,765,921

Earnings per share

Basic $ 0.56 $ 4.24 $ 1.82 $ 4.06

8 unchanged sentences

Three Months Ended

Net income (loss) $ 479,883 $ ( 34,793 )

Other comprehensive income, net of tax:

June 30, Six Months Ended

2023 2022 2023 2022

Net income $ 243,544 $ 1,622,625 $ 723,427 $ 1,587,832

Other comprehensive income (loss), net of tax:

Foreign currency translation ( 6,040 ) ( 9,828 ) ( 6,089 ) ( 27,794 )

Cash flow hedges — 1,661 — 37,692

Other comprehensive income 822 18,065

Comprehensive income (loss) 480,705 ( 16,728 )

Other — — 871 —

Other comprehensive income (loss) ( 6,040 ) ( 8,167 ) ( 5,218 ) 9,898

Comprehensive income 237,504 1,614,458 718,209 1,597,730

Comprehensive (income) loss attributable to noncontrolling interests ( 43,459 ) 163,460 ( 54,048 ) 164,781

Comprehensive income (loss) attributable to MGM Resorts International $ 470,116 $ ( 15,407 )

Comprehensive income attributable to MGM Resorts International $ 194,045 $ 1,777,918 $ 664,161 $ 1,762,511

The accompanying notes are an integral part of these consolidated financial statements.

2 unchanged sentences

(In thousands)

Three Months Ended March 31,

Six Months Ended June 30,

Cash flows from operating activities

Net income (loss) $ 479,883 $ ( 34,793 )

Adjustments to reconcile net income (loss) to net cash provided by operating activities:

Net income $ 723,427 $ 1,587,832

Adjustments to reconcile net income to net cash provided by operating activities:

Depreciation and amortization 407,004 654,893

3 unchanged sentences

Property transactions, net ( 390,462 ) 35,343

Gain on REIT transactions, net — ( 2,277,747 )

Noncash lease expense 261,082 168,022

Other investment gains ( 6,152 ) ( 14,983 )

Other investment losses (gains) ( 12,383 ) 7,974

Loss from unconsolidated affiliates 92,813 123,674

14 unchanged sentences

Proceeds from sale of operating resorts 460,392 —

Proceeds from real estate transactions — 4,373,820

Acquisitions, net of cash acquired — ( 1,597,739 )

Proceeds from repayment of principal on note receivable 152,518 —

3 unchanged sentences

Cash flows from financing activities

Net repayments under bank credit facilities - maturities of 90 days or less ( 586,456 ) ( 18,134 )

Net borrowings (repayments) under bank credit facilities - maturities of 90 days or less ( 758,441 ) 837,662

Repayment of long-term debt ( 1,250,000 ) ( 1,000,000 )

22 unchanged sentences

Shares Par Value Capital in Excess of Par Value Retained Earnings Accumulated Other Comprehensive Income Total MGM Resorts International Stockholders’ Equity Noncontrolling Interests Total Stockholders’ Equity

Balances, April 1, 2023 367,241 $ 3,672 $ — $ 4,799,178 $ 36,808 $ 4,839,658 $ 382,445 $ 5,222,103

Net income — — — 200,796 — 200,796 42,577 243,373

Currency translation adjustment — — — — ( 6,751 ) ( 6,751 ) 711 ( 6,040 )

Stock-based compensation — — 10,594 — — 10,594 636 11,230

Issuance of common stock pursuant to stock-based compensation awards 132 1 ( 1,224 ) — — ( 1,223 ) — ( 1,223 )

Distributions to noncontrolling interest owners — — — — — — ( 6,854 ) ( 6,854 )

Repurchases of common stock ( 14,583 ) ( 145 ) ( 8,807 ) ( 617,386 ) — ( 626,338 ) — ( 626,338 )

Adjustment of redeemable noncontrolling interest to redemption value — — 114 — — 114 — 114

Other — — ( 677 ) — — ( 677 ) ( 321 ) ( 998 )

Balances, June 30, 2023 352,790 $ 3,528 $ — $ 4,382,588 $ 30,057 $ 4,416,173 $ 419,194 $ 4,835,367

Balances, January 1, 2023 379,088 $ 3,791 $ — $ 4,794,239 $ 33,499 $ 4,831,529 $ 378,594 $ 5,210,123

3 unchanged sentences

Issuance of common stock pursuant to stock-based compensation awards 205 2 ( 2,566 ) — — ( 2,564 ) — ( 2,564 )

Cash distributions to noncontrolling interest owners — — — — — — ( 6,641 ) ( 6,641 )

Distributions to noncontrolling interest owners — — — — — — ( 14,090 ) ( 14,090 )

Issuance of restricted stock units — — 1,701 — — 1,701 — 1,701

2 unchanged sentences

Other — — ( 680 ) — 871 191 ( 319 ) ( 128 )

Balances, March 31, 2023 367,241 $ 3,672 $ — $ 4,799,178 $ 36,808 $ 4,839,658 $ 382,445 $ 5,222,103

Balances, June 30, 2023 352,790 $ 3,528 $ — $ 4,382,588 $ 30,057 $ 4,416,173 $ 419,194 $ 4,835,367

The accompanying notes are an integral part of these consolidated financial statements.

3 unchanged sentences

Shares Par Value Capital in Excess of Par Value Retained Earnings Accumulated Other Comprehensive Loss Total MGM Resorts International Stockholders’ Equity Noncontrolling Interests Total Stockholders’ Equity

Balances, April 1, 2022 430,562 $ 4,306 $ 761,559 $ 4,321,482 $ ( 22,007 ) $ 5,065,340 $ 4,814,284 $ 9,879,624

Net income (loss) — — — 1,783,937 — 1,783,937 ( 163,596 ) 1,620,341

Currency translation adjustment — — — — ( 6,709 ) ( 6,709 ) ( 3,119 ) ( 9,828 )

Cash flow hedges — — — — 690 690 971 1,661

Stock-based compensation — — 12,075 — — 12,075 3,304 15,379

Issuance of common stock pursuant to stock-based compensation awards 225 2 ( 5,406 ) — — ( 5,404 ) — ( 5,404 )

Cash distributions to noncontrolling interest owners — — — — — — ( 2,448 ) ( 2,448 )

Dividends declared and paid to common shareholders ($ 0.0025 per share)

— — — ( 1,021 ) — ( 1,021 ) — ( 1,021 )

Repurchases of common stock ( 32,369 ) ( 324 ) ( 755,893 ) ( 357,866 ) — ( 1,114,083 ) — ( 1,114,083 )

Adjustment of redeemable noncontrolling interest to redemption value — — ( 12,412 ) — — ( 12,412 ) — ( 12,412 )

Deconsolidation of MGP — — — — 11,084 11,084 ( 3,184,710 ) ( 3,173,626 )

Other — — 77 — — 77 ( 577 ) ( 500 )

Balances, June 30, 2022 398,418 $ 3,984 $ — $ 5,746,532 $ ( 16,942 ) $ 5,733,574 $ 1,464,109 $ 7,197,683

Balances, January 1, 2022 453,804 $ 4,538 $ 1,750,135 $ 4,340,588 $ ( 24,616 ) $ 6,070,645 $ 4,906,121 $ 10,976,766

Net loss — — — ( 18,016 ) — ( 18,016 ) ( 19,046 ) ( 37,062 )

Net income (loss) — — — 1,765,921 — 1,765,921 ( 182,642 ) 1,583,279

Currency translation adjustment — — — — ( 16,893 ) ( 16,893 ) ( 10,901 ) ( 27,794 )

5 unchanged sentences

— — — ( 2,111 ) — ( 2,111 ) — ( 2,111 )

MGP dividend payable to Class A shareholders — — — — — — ( 83,080 ) ( 83,080 )

Issuance of restricted stock units — — 1,941 — — 1,941 186 2,127

1 unchanged sentence

Adjustment of redeemable noncontrolling interest to redemption value — — ( 21,398 ) — — ( 21,398 ) — ( 21,398 )

Deconsolidation of MGP — — — — 11,084 11,084 ( 3,184,710 ) ( 3,173,626 )

Other — — 216 — — 216 ( 1,132 ) ( 916 )

Balances, March 31, 2022 430,562 $ 4,306 $ 761,559 $ 4,321,482 $ ( 22,007 ) $ 5,065,340 $ 4,814,284 $ 9,879,624

Balances, June 30, 2022 398,418 $ 3,984 $ — $ 5,746,532 $ ( 16,942 ) $ 5,733,574 $ 1,464,109 $ 7,197,683

The accompanying notes are an integral part of these consolidated financial statements.

4 unchanged sentences

MGM Resorts International, a Delaware corporation (together with its consolidated subsidiaries, unless otherwise indicated or unless the context requires otherwise, the “Company”) is a global gaming and entertainment company with domestic and international locations featuring hotels and casinos, convention, dining, and retail offerings, and sports betting and online gaming operations.

As of March 31, 2023, the Company’s domestic casino resorts include the following integrated casino, hotel and entertainment resorts in Las Vegas, Nevada:

As of June 30, 2023, the Company’s domestic casino resorts include the following integrated casino, hotel and entertainment resorts in Las Vegas, Nevada:

Aria (including Vdara), Bellagio, The Cosmopolitan of Las Vegas ( “ The Cosmopolitan”), MGM Grand Las Vegas (including The Signature), Mandalay Bay, Luxor, New York-New York, Park MGM, and Excalibur.

8 unchanged sentences

In April 2023, the Japanese government officially certified the Area Development Plan previously submitted by the city/prefecture of Osaka and the Company’s 50 % owned unconsolidated venture.

Gold Strike Tunica transaction.

On February 15, 2023, the Company completed the sale of the operations of Gold Strike Tunica to CNE Gaming Holdings, LLC (“CNE”), a subsidiary of Cherokee Nation Business.

Refer to Note 3 for additional information on this disposition.

MGM Grand Paradise gaming concession.

8 unchanged sentences

On January 8, 2023, Macau lifted the majority of its COVID-19 pandemic travel and quarantine restrictions with the exception of overseas visitors travelling from outside of mainland China, Hong Kong and Taiwan being required to present a negative nucleic acid test or rapid antigen test result, and on February 6, 2023 all remaining COVID-19 travel restrictions were removed.

As of March 31, 2023, all of the Company’s properties were open and not subject to any COVID-19 related operating restrictions.

As of June 30, 2023, all of the Company’s properties were open and not subject to any COVID-19 related operating restrictions.

NOTE 2 — BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES

11 unchanged sentences

The Company performs this analysis on an ongoing basis.

The venture (the “Bellagio BREIT Venture”) that is 5 % owned by a subsidiary of the Company and 95 % owned by a subsidiary of BREIT is a VIE because the equity holders as a group lack the power through voting or similar rights to direct the activities of such entity that most significantly impact such entity’s economic performance.

The Company is not the primary beneficiary of Bellagio BREIT Venture because the Company does not have power to direct the activities that could potentially be significant to the venture as BREIT, as the managing member, has such power;

accordingly, the Company does not consolidate the venture.

The Company’s maximum exposure to loss in Bellagio BREIT Venture is equal to the carrying value of its investment of $ 56 million as of March 31, 2023, assuming no future capital funding requirements, plus the exposure to loss resulting from the Company’s guarantee of the debt of Bellagio BREIT Venture, which guarantee is immaterial as of March 31, 2023, as further discussed in Note 9.

The Company has a 5 % ownership interest in the venture that owns and leases back the real estate assets of Bellagio (the “Bellagio BREIT Venture”).

Bellagio BREIT Venture is a VIE of which the Company is not the primary beneficiary and, accordingly, the Company does not consolidate the venture.

The Company’s maximum exposure to loss in Bellagio BREIT Venture is equal to the carrying value of its investment of $ 55 million as of June 30, 2023, assuming no future capital funding requirements, plus the exposure to loss resulting from the Company’s guarantee of the debt of Bellagio BREIT Venture, which guarantee is immaterial as of June 30, 2023, as further discussed in Note 9.

For entities determined not to be a VIE, the Company consolidates such entities in which the Company owns 100 % of the equity.

16 unchanged sentences

Fair value is measured based upon trading prices on the applicable securities exchange for equity investments for which the Company has elected the fair value option of ASC 825 and equity investments accounted for under ASC 321 that have a readily determinable fair value.

The fair value of these investments was $ 460 million and $ 461 million as of March 31, 2023 and December 31, 2022, respectively, and is reflected within “Other long-term assets, net” on the consolidated balance sheets.

The fair value of these investments was $ 466 million and $ 461 million as of June 30, 2023 and December 31, 2022, respectively, and is reflected within “Other long-term assets, net” on the consolidated balance sheets.

Gains and losses are recorded in “Other, net” in the statements of operations.

For the three months ended March 31, 2023, the Company recorded a net loss on its equity investments of less than $ 1 million.

For the three months ended March 31, 2022, the Company recorded a net gain on its equity investments of $ 15 million.

For the three and six months ended June 30, 2023, the Company recorded a net gain on its equity investments of $ 6 million and $ 5 million, respectively.

For the three and six months ended June 30, 2022, the Company recorded a net loss on its equity investments of $ 23 million and $ 8 million, respectively.

Debt investments.

1 unchanged sentence

Gains and losses are recorded in “Other, net” in the statements of operations.

Debt securities are considered cash

equivalents if the criteria for such classification is met or otherwise classified as short-term investments within “Prepaid expenses and other” since the investment of cash is available for current operations.

Debt securities are considered cash equivalents if the criteria for such classification is met or otherwise classified as short-term investments within “Prepaid expenses and other” since the investment of cash is available for current operations.

The following tables present information regarding the Company’s debt investments:

Fair value level March 31, 2023 December 31, 2022

Fair value level June 30, 2023 December 31, 2022

(In thousands)

11 unchanged sentences

Restricted cash.

MGM China’s pledged cash of $ 87 million and $ 124 million as of March 31, 2023 and December 31, 2022, respectively, securing the bank guarantees discussed in Note 9 is restricted in use and classified within “Other long-term assets, net.” Such amounts plus “Cash and cash equivalents” on the consolidated balance sheets equal “Cash, cash equivalents, and restricted cash” on the consolidated statements of cash flows as of March 31, 2023 and December 31, 2022.

MGM China’s pledged cash of $ 87 million and $ 124 million as of June 30, 2023 and December 31, 2022, respectively, securing the bank guarantees discussed in Note 9 is restricted in use and classified within “Other long-term assets, net.” Such amounts plus “Cash and cash equivalents” on the consolidated balance sheets equal “Cash, cash equivalents, and restricted cash” on the consolidated statements of cash flows as of June 30, 2023 and December 31, 2022.

Accounts receivable.

As of March 31, 2023 and December 31, 2022, the loss reserve on accounts receivable was $ 125 million and $ 113 million, respectively.

As of June 30, 2023 and December 31, 2022, the loss reserve on accounts receivable was $ 129 million and $ 113 million, respectively.

Note receivable.

In February 2023, the secured note receivable related to the sale of Circus Circus Las Vegas and the adjacent land was repaid, prior to maturity, for $ 170 million, which approximated its carrying value on the date of repayment.

As of December 31, 2022, the carrying value of the note receivable was $ 167 million and was recorded within “Other long-term assets, net” in the consolidated balance sheets.

As of December 31, 2022, the carrying value of the note receivable was $ 167 million and was recorded within “Other long-term assets, net” on the consolidated balance sheets.

Accounts payable.

As of March 31, 2023 and December 31, 2022, the Company had accrued $ 52 million and $ 80 million, respectively, for purchases of property and equipment within “Accounts and construction payable” on the consolidated balance sheets.

As of June 30, 2023 and December 31, 2022, the Company had accrued $ 60 million and $ 80 million, respectively, for purchases of property and equipment within “Accounts and construction payable” on the consolidated balance sheets.

Revenue recognition.

9 unchanged sentences

Balance at January 1 $ 185,669 $ 176,219 $ 183,602 $ 144,465 $ 816,376 $ 640,001

Balance at March 31 168,307 141,636 183,101 149,316 787,866 720,764

Balance at June 30 196,446 165,564 194,570 160,752 806,072 704,404

Increase / (decrease) $ 10,777 $ ( 10,655 ) $ 10,968 $ 16,287 $ ( 10,304 ) $ 64,403

19 unchanged sentences

Lease revenues earned by the Company from third parties are classified within the line item corresponding to the type or nature of the tenant’s good or service .

For the three months ended March 31, 2023, lease revenues from third-party tenants include $ 18 million recorded within food and beverage revenue and $ 30 million recorded within entertainment, retail, and other revenue.

For the three months ended March 31, 2022, lease revenues from third-party tenants include $ 14 million recorded within food and beverage revenue and $ 26 million recorded within entertainment, retail, and other revenue.

For the three and six months ended June 30, 2023, lease revenues from third-party tenants include $ 19 million and $ 37 million recorded within food and beverage revenue, respectively, and $ 29 million and $ 59 million recorded within entertainment, retail, and other revenue for the same such periods, respectively.

For the three and six months ended June 30, 2022, lease revenues from third-party tenants include $ 19 million and $ 33 million recorded within food and beverage revenue, respectively, and $ 29 million and $ 55 million recorded within entertainment, retail, and other revenue for the same such periods, respectively.

Lease revenues from the rental of hotel rooms are recorded as rooms revenues within the consolidated statements of operations.

5 unchanged sentences

The interests were initially accounted for at fair value.

Subsequently, the Company recognizes changes

in the redemption value as they occur and adjusts the carrying amount of the redeemable noncontrolling interests to equal the maximum redemption value, provided such amount does not fall below the initial carrying value, at the end of each reporting period.

Subsequently, the Company recognizes changes in the redemption value as they occur and adjusts the carrying amount of the redeemable noncontrolling interests to equal the maximum redemption value, provided such amount does not fall below the initial carrying value, at the end of each reporting period.

The Company records any changes caused by such an adjustment in capital in excess of par value.

Additionally, the carrying amount of the redeemable noncontrolling interests is adjusted for accrued annual preferred distributions, with changes caused by such adjustments recorded within net income (loss) attributable to noncontrolling interests.

During the three months ended March 31, 2023 and 2022, MGM National Harbor purchased $ 1 million and $ 18 million of interests from the noncontrolling interest parties, respectively.

In April 2023, MGM National Harbor settled the purchase of $ 137 million of interests to which it had become obligated to purchase during the three months ended March 31, 2023, and, accordingly, such amount was reclassified from “Redeemable noncontrolling interests” into “Other accrued liabilities” on the accompanying consolidated balance sheet as of March 31, 2023.

During the six months ended June 30, 2023 and 2022, MGM National Harbor purchased $ 138 million and $ 21 million of interests from the noncontrolling interest parties, respectively.

Share repurchases.

7 unchanged sentences

As the Company’s previous 31 % ownership interest was accounted for at fair value, no gain or loss was recorded upon consolidation.

The remaining outstanding shares, with a fair value of approximately $ 11 million based upon the tender price, were settled by the Company for cash in connection with squeeze-out proceedings during the second quarter of 2023.

The remaining outstanding shares, with a fair value of approximately $ 11 million based upon the tender price, were settled by the Company in cash in connection with squeeze-out proceedings during the second quarter of 2023.

The acquisition provides the Company an opportunity to create a scaled global online gaming business.

The Company recognized 100 % of the assets, liabilities, and noncontrolling interests of LeoVegas at fair value at the date of the acquisition.

The fair value of the acquired equity interests of LeoVegas was determined by the tender price and equaled $ 556 million, inclusive of cash settlement of equity awards.

Under the acquisition method, the fair value was allocated to the assets acquired, liabilities assumed, and noncontrolling interests.

T he Company estimated fair value using level 1 inputs, level 2 inputs, and level 3 inputs.

The estimated fair values of the identified intangible assets were determined using methodologies under the income approach based on significant inputs that were not observable.

The intangible assets include trademarks, which is an indefinite-lived intangible asset, and customer lists and technology, which are finite-lived intangibles that are amortized over each of their estimated useful lives of five years .

Goodwill is primarily attributable to the profitability of LeoVegas in excess of identifiable assets and is not deductible for tax purposes.

All of the goodwill was assigned to Corporate and other.

The following table sets forth the purchase price allocation (in thousands):

Cash and cash equivalents $ 93,407

Receivables and other current assets 36,872

Technology 109,027

Trademarks 144,374

Customer lists 126,526

Goodwill 288,367

Other long-term assets 19,181

Accounts payable, accrued liabilities, and other current liabilities ( 118,302 )

Debt ( 104,439 )

Other long-term liabilities ( 36,457 )

Noncontrolling interests ( 2,861 )

The Cosmopolitan acquisition.

1 unchanged sentence

The acquisition expands the Company’s customer base and provides a greater depth of choices and experiences for guests in Las Vegas.

The Company recognized 100 % of the acquired assets and assumed liabilities at fair value at the date of the acquisition.

Under the acquisition method, the fair value was allocated to the assets acquired and liabilities assumed in the transaction.

The Company estimated fair value using level 1 inputs, level 2 inputs, and level 3 inputs.

The estimated fair values of the identified intangible assets were determined using methodologies under the income approach based on significant inputs that were not observable.

The intangible assets include trademarks, which is an indefinite-lived intangible asset, and customer lists, which is amortized over its estimated useful life of seven years .

Goodwill, which is deductible for

tax purposes, is primarily attributable to the profitability of The Cosmopolitan in excess of identifiable assets as well as expected synergies.

All of the goodwill was assigned to the Las Vegas Strip Resorts segment.

The following table sets forth the purchase price allocation (in thousands):

Cash and cash equivalents $ 80,670

Receivables and other current assets 94,354

Property and equipment 120,912

Trademarks 130,000

Customer lists 95,000

Goodwill 1,289,468

Operating lease right-of-use-assets, net 3,404,894

Other long-term assets 23,709

Accounts payable, accrued liabilities, and other current liabilities ( 145,136 )

Operating lease liabilities ( 3,401,815 )

Other long-term liabilities ( 1,570 )

Unaudited pro forma information - The Cosmopolitan acquisition .

3 unchanged sentences

Three Months Ended

June 30, Six Months Ended

(In thousands)

Net revenues $ 3,422,277 $ 6,542,015

Net income (loss) attributable to MGM Resorts International ( 1,854 )

Net income attributable to MGM Resorts International 1,781,930 1,780,076

VICI Transaction.

6 unchanged sentences

Additionally, the Company had leased the real estate assets of The Mirage, Luxor, New York-New York, Park MGM, Excalibur, The Park, Gold Strike Tunica, MGM Grand Detroit, Beau Rivage, Borgata, Empire City, MGM National Harbor, MGM Northfield Park, and MGM Springfield from MGP OP.

The Company also leased, and continues to lease,

the real estate assets of Mandalay Bay and MGM Grand Las Vegas from subsidiaries of a venture that was 50.1 % owned by a subsidiary of MGP OP at the time of the transaction (such venture, the “MGP BREIT Venture”).

The Company also leased, and continues to lease, the real estate assets of Mandalay Bay and MGM Grand Las Vegas from subsidiaries of a venture that was 50.1 % owned by a subsidiary of MGP OP at the time of the transaction (such venture, the “MGP BREIT Venture”).

On April 29, 2022, VICI Properties Inc.

7 unchanged sentences

The Mandalay Bay and MGM Grand Las Vegas lease remained unchanged.

In connection with the transactions, the Company recognized a $ 2.3 billion gain recorded within “Gain on REIT transactions, net.” The gain reflects the fair value of consideration received of $ 4.8 billion plus the carrying amount of noncontrolling interest immediately prior to the transactions of $ 3.2 billion less the net carrying value of the assets and liabilities and accumulated comprehensive income derecognized of $ 5.7 billion.

The major classes of assets and liabilities derecognized were as follows:

(In thousands)

Cash and cash equivalents $ 25,387

Income tax receivable 5,486

Prepaid expenses and other 128

Property and equipment, net 9,250,519

Investments in and advances to unconsolidated affiliates 817,901

Operating lease right-of-use assets, net 236,255

Other long-term assets, net 3,991

Total assets $ 10,339,667

Accounts payable $ 1,136

Accrued interest on long-term debt 68,150

Other accrued liabilities 4,057

Deferred income taxes, net 1,284

Long-term debt, net 4,259,473

Operating lease liabilities 336,689

Total liabilities $ 4,670,789

The Mirage transaction.

3 unchanged sentences

Gold Strike Tunica.

On February 15, 2023, the Company completed the sale of the operations of Gold Strike Tunica to CNE for cash consideration of $ 450 million, or $ 473 million, net of purchase price adjustments and transaction costs.

On February 15, 2023, the Company completed the sale of the operations of Gold Strike Tunica to CNE Gaming Holdings, LLC (“CNE”), a subsidiary of Cherokee Nation Business, for cash consideration of $ 450 million, or $ 474 million, net of purchase price adjustments and transaction costs.

At closing, the master lease between the Company and VICI was amended to remove Gold Strike Tunica and to reflect a $ 40 million reduction in annual cash rent.

2 unchanged sentences

The major classes of assets and liabilities derecognized are as follows:

Gold Strike Tunica

(In thousands)

21 unchanged sentences

$ 156,993 $ 173,039

The Company’s share of losses of BetMGM in excess of its equity method investment balance is $ 24 million as of March 31, 2023.

The Company’s share of losses of BetMGM in excess of its equity method investment balance is $ 21 million as of June 30, 2023.

The Company recorded its share of loss from unconsolidated affiliates as follows:

Three Months Ended

June 30, Six Months Ended

2023 2022 2023 2022

(In thousands)

4 unchanged sentences

Three Months Ended

June 30, Six Months Ended

2023 2022 2023 2022

(In thousands)

5 unchanged sentences

MGP BREIT Venture distributions.

For the three months ended March 31, 2022, MGP OP received $ 24 million in distributions from MGP BREIT Venture.

For the three and six months ended June 30, 2022, MGP OP received $ 8 million and $ 32 million in distributions from MGP BREIT Venture, respectively.

BetMGM contributions.

For the three months ended March 31, 2023 and 2022, the Company contributed $ 25 million and $ 125 million to BetMGM, respectively.

For the three and six months ended June 30, 2023, the Company contributed $ 25 million and $ 50 million to BetMGM, respectively.

For the three and six months ended June 30, 2022, the Company contributed $ 25 million and $ 150 million to BetMGM, respectively.

NOTE 5 — GOODWILL AND OTHER INTANGIBLE ASSETS

22 unchanged sentences

MGM Grand Paradise gaming subconcession and concession.

Pursuant to the gaming concession contract that MGM Grand Paradise entered into with the Macau government, which commenced January 1, 2023, MGM Grand Paradise is required, among other things, to pay a fixed annual premium and an annual variable premium based on the number of gaming tables and machines for the term of the gaming concession.

Pursuant to the gaming concession contract that MGM Grand Paradise entered into with the Macau government, which commenced January 1, 2023, MGM Grand Paradise

is required, among other things, to pay a fixed annual premium and an annual variable premium based on the number of gaming tables and machines for the term of the gaming concession.

Additionally, in connection with the expiration of the MGM Grand Paradise gaming subconcession on December 31, 2022, the casino areas of MGM Cotai and MGM Macau reverted, free of charge and without any encumbrances, to the Macau government, which became the legal owner of the reverted gaming assets.

2 unchanged sentences

The initial value of the intangible asset and liability were measured as the present value of these payments based upon the approved number of gaming tables and slot machines, estimates of the Macau average price index, and square meters of the reverted casino areas, each as of January 1, 2023.

The current portion of $ 7 million and noncurrent portion of $ 211 million of the remaining liability was recorded within “Other accrued liabilities” and “Other long-term liabilities”, respectively, in the consolidated balance sheets as of March 31, 2023.

The current portion of $ 7 million and noncurrent portion of $ 212 million of the remaining liability was recorded within “Other accrued liabilities” and “Other long-term liabilities,” respectively, in the consolidated balance sheets as of June 30, 2023.

The gaming concession intangible asset is being amortized on a straight-line basis over the ten-year term of the gaming concession contract.

33 unchanged sentences

$ 6,674,044 $ 7,432,817

MGM China's senior notes due within one year of the June 30, 2023 balance sheet were classified as long-term as MGM China has both the intent and ability to refinance the current maturities on a long-term basis.

Senior secured credit facility.

At March 31, 2023, the Company’s senior secured credit facility consisted of a $ 1.675 billion revolving credit facility, of which no amounts were drawn.

At June 30, 2023, the Company’s senior secured credit facility consisted of a $ 1.675 billion revolving credit facility, of which no amounts were drawn.

The Company’s senior secured credit facility contains customary representations and warranties, events of default and positive and negative covenants.

The Company was in compliance with its credit facility covenants at March 31, 2023.

The Company was in compliance with its credit facility covenants at June 30, 2023.

MGM China first revolving credit facility.

At March 31, 2023, the MGM China first revolving credit facility consisted of a HK$ 9.75 billion unsecured revolving credit facility.

At March 31, 2023, the weighted average interest rate was 5.51 %.

At June 30, 2023, the MGM China first revolving credit facility consisted of a HK$ 9.75 billion (approximately $ 1.2 billion) unsecured revolving credit facility and the weighted average interest rate was 7.83 %.

In June 2023, MGM China amended its first revolving credit agreement, which extended the maturity date to May 2026.

The MGM China first revolving credit facility contains customary representations and warranties, events of default, and positive, negative and financial covenants, including that MGM China maintains compliance with a maximum leverage ratio and a minimum interest coverage ratio.

In February 2022, MGM China amended its first revolving credit facility to extend the financial covenant waivers through maturity in May 2024.

MGM China was in compliance with its applicable MGM China first revolving credit facility covenants at March 31, 2023.

In connection with the June 2023 amendment, the financial covenants under the MGM China first revolving credit facility are waived through December 31, 2024 and become effective beginning on March 31, 2025.

MGM China was in compliance with its applicable MGM China first revolving credit facility covenants at June 30, 2023.

MGM China second revolving credit facility.

At March 31, 2023, the MGM China second revolving credit facility consisted of a HK$ 3.12 billion unsecured revolving credit facility with an option to increase the amount of the facility up to HK$ 3.9 billion, subject to certain conditions.

Draws will be subject to satisfaction of certain conditions precedent, including evidence that the MGM China first revolving credit facility has been fully drawn.

At March 31, 2023, no amounts were drawn on the MGM China second revolving credit facility.

At June 30, 2023, the MGM China second revolving credit facility consisted of a HK$ 3.12 billion (approximately $ 398 million) unsecured revolving credit facility with an option to increase the amount of the facility up to HK$ 5.85 billion (approximately $ 747 million), subject to certain conditions.

At June 30, 2023, no amounts were drawn on the MGM China second revolving credit facility.

In June 2023, MGM China amended its second revolving credit agreement, which extended the maturity date to May 2026, increased the amount to which MGM China may upsize the facility, and removed the requirement for the MGM China first revolving credit facility to be fully drawn prior to utilizing the MGM China second revolving credit facility.

The MGM China second revolving credit facility contains customary representations and warranties, events of default, and positive, negative and financial covenants, including that MGM China maintains compliance with a maximum leverage ratio and a minimum interest coverage ratio.

In February 2022, MGM China amended its second revolving credit

facility to extend the financial covenant waivers through maturity in May 2024.

MGM China was in compliance with its applicable MGM China second revolving credit facility covenants at March 31, 2023.

In connection with the June 2023 amendment, the financial covenants under the MGM China second revolving credit facility are waived through December 31, 2024 and become effective beginning on March 31, 2025.

MGM China was in compliance with its applicable MGM China second revolving credit facility covenants at June 30, 2023.

Senior notes.

2 unchanged sentences

Fair value of long-term debt.

The estimated fair value of the Company’s long-term debt was $ 6.6 billion and $ 8.4 billion at March 31, 2023 and December 31, 2022, respectively.

The estimated fair value of the Company’s long-term debt was $ 6.5 billion and $ 8.4 billion at June 30, 2023 and December 31, 2022, respectively.

NOTE 7 — INCOME TAXES

1 unchanged sentence

The tax effects of unusual or infrequently occurring items, including changes in judgment about valuation allowances and effects of changes in tax laws or rates, are reported in the interim period in which they occur.

The Company’s effective income tax rate was a provision of 25.7 % on income before income taxes and a benefit of 51.1 % on loss before income taxes for the three months ended March 31, 2023, and 2022, respectively.

The Company’s effective income tax rate was 13.8 % and 22.1 % for the three and six months ended June 30, 2023, respectively, compared to 26.1 % and 25.3 % for the three and six months ended June 30, 2022, respectively.

The Company recognizes deferred income tax assets, net of applicable reserves, related to net operating losses, tax credit carryforwards and certain temporary differences.

5 unchanged sentences

The Company leases the real estate assets of its domestic properties pursuant to triple-net lease agreements, which are classified as operating leases.

The triple-net structure of the leases requires the Company to pay substantially all costs associated with each property, including real estate taxes, insurance, utilities and routine maintenance (with each lease obligating the Company to spend a specified percentage of net revenues at the properties on capital expenditures), in addition to the annual cash rent.

The triple-net structure of the leases requires the Company to

pay substantially all costs associated with each property, including real estate taxes, insurance, utilities and routine maintenance (with each lease obligating the Company to spend a specified percentage of net revenues at the properties on capital expenditures), in addition to the annual cash rent.

Each of the leases also requires the Company to comply with certain financial covenants, which, if not met, would require the Company to maintain cash security or provide one or more letters of credit in favor of the landlord in an amount equal to 6 months or 1 year of rent, as applicable to the circumstances, under the VICI lease, 1 year of rent under the Mandalay Bay and MGM Grand Las Vegas lease, the Aria and Vdara lease, and The Cosmopolitan lease, and 2 years of rent under the Bellagio lease.

The Company was in compliance with its applicable covenants under its leases as of March 31, 2023.

The Company was in compliance with its applicable covenants under its leases as of June 30, 2023.

Bellagio lease .

7 unchanged sentences

Aria and Vdara lease .

The Company leases the real estate assets of Aria and Vdara from funds managed by Blackstone.

The Company leases the real estate assets of Aria and Vdara from funds managed by The Blackstone Group, Inc.

The Aria and Vdara lease commenced September 28, 2021 and has an initial term of 30 years with three 10 -year renewal periods, exercisable at the Company’s option, with a fixed 2 % rent escalator for the first 15 years, and thereafter, an escalator equal to the greater of 2 % and the CPI increase during the prior year, subject to a cap of 3 %.

12 unchanged sentences

The Cosmopolitan lease.

The Company leases the real estate assets of The Cosmopolitan from a subsidiary of BREIT.

The Company leases the real estate assets of The Cosmopolitan from a subsidiary of Blackstone Real Estate Investment Trust, Inc.

The Cosmopolitan lease commenced May 17, 2022 and has an initial term of 30 years with three 10 -year renewal periods, exercisable at the Company’s option, with a fixed 2 % rent escalator for the first 15 years, and thereafter, an escalator equal to the greater of 2 % and the CPI increase during the prior year, subject to a cap of 3 %.

Annual cash rent payments for the first lease year that commenced on May 17, 2022 was $ 200 million.

Annual cash rent payments for the second lease year that commenced on June 1, 2023 was $ 204 million.

MGM China land concessions .

4 unchanged sentences

Three Months Ended

June 30, Six Months Ended

2023 2022 2023 2022

(In thousands)

5 unchanged sentences

Total finance lease costs $ 20,420 $ 21,304 $ 39,360 $ 42,354

(1) Operating lease cost includes $ 83 million for each of the three months ended March 31, 2023 and 2022 related to the Bellagio lease, which is held with a related party.

(1) Operating lease cost includes $ 83 million for each of the three months ended June 30, 2023 and 2022 and $ 166 million for each of the six months ended June 30, 2023 and 2022 related to the Bellagio lease, which is held with a related party.

2023 December 31,

22 unchanged sentences

Finance leases 6 5

(1) As of March 31, 2023 and December 31, 2022, operating lease right-of-use assets, net included $ 3.5 billion related to the Bellagio lease.

(2) As of March 31, 2023 and December 31, 2022, operating lease liabilities – long-term included $ 3.8 billion related to the Bellagio lease.

Three Months Ended

(1) As of June 30, 2023 and December 31, 2022, operating lease right-of-use assets, net included $ 3.5 billion related to the Bellagio lease.

(2) As of June 30, 2023 and December 31, 2022, operating lease liabilities – long-term included $ 3.8 billion related to the Bellagio lease.

Six Months Ended

Cash paid for amounts included in the measurement of lease liabilities (In thousands)

10 unchanged sentences

Year ending December 31, (In thousands)

2023 (excluding the three months ended March 31, 2023) $ 1,348,967 $ 56,396

2023 (excluding the six months ended June 30, 2023) $ 899,947 $ 42,714

2024 1,829,804 8,881

14 unchanged sentences

The Company’s senior credit facility limits the amount of letters of credit that can be issued to $ 1.35 billion.

At March 31, 2023, $ 29 million in letters of credit were outstanding under the Company’s senior credit facility.

At June 30, 2023, $ 29 million in letters of credit were outstanding under the Company’s senior credit facility.

The amount of available borrowings under the credit facility is reduced by any outstanding letters of credit.

MGM China bank guarantees.

In connection with the issuance of the gaming concession in January 2023, bank guarantees were provided to the government of Macau in the amount of MOP 1 billion (approximately $ 124 million as of March 31, 2023 ) to warrant the fulfillment of labor liabilities and of damages or losses that may result if there is noncompliance with the concession.

In connection with the issuance of the gaming concession in January 2023, bank guarantees were provided to the government of Macau in the amount of MOP 1 billion (approximately $ 124 million as of June 30, 2023 ) to warrant the fulfillment of labor liabilities and of damages or losses that may result if there is noncompliance with the concession.

The guarantees expire 180 days after the end of the concession term.

As of December 31, 2022, MOP 1 billion (approximately $ 124 million as of December 31, 2022) of the bank guarantees were secured by pledged cash and, in connection with a release of MOP 300 million of such pledged cash during the three months ended March 31, 2023, MOP 700 million of the bank guarantees (approximately $ 87 million as of March 31, 2023) were secured by pledged cash as of March 31, 2023.

As of December 31, 2022, MOP 1 billion (approximately $ 124 million as of December 31, 2022) of the bank guarantees were secured by pledged cash and, in connection with a release of MOP 300 million of such pledged cash during the six months ended June 30, 2023, MOP 700 million of the bank guarantees (approximately $ 87 million as of June 30, 2023) were secured by pledged cash as of June 30, 2023.

Shortfall guarantees.

The Company provides shortfall guarantees of the $ 3.01 billion principal amount of indebtedness (and any interest accrued and unpaid thereon) of Bellagio BREIT Venture, the landlord of Bellagio, which matures in 2029 and of the $ 3.0 billion principal amount of indebtedness (and any interest accrued and unpaid thereon) of the landlords of Mandalay Bay and MGM Grand Las Vegas, which matures in 2032 and has an anticipated repayment date of March 2030.

of March 2030.

The terms of the shortfall guarantees provide that after the lenders have exhausted certain remedies to collect on the obligations under the indebtedness, the Company would then be responsible for any shortfall between the value of the collateral, which is the real estate assets of the applicable property owned by the landlord, and the debt obligation.

5 unchanged sentences

Three Months Ended

Net income (loss) attributable to MGM Resorts International $ 466,807 $ ( 18,016 )

June 30, Six Months Ended

2023 2022 2023 2022

(In thousands)

Net income attributable to MGM Resorts International $ 200,796 $ 1,783,937 $ 667,603 $ 1,765,921

Adjustment related to redeemable noncontrolling interests 114 ( 12,412 ) 1,410 ( 21,397 )

Net income (loss) attributable to common stockholders – basic and diluted $ 468,104 $ ( 27,002 )

Net income attributable to common stockholders – basic and diluted $ 200,910 $ 1,771,525 $ 669,013 $ 1,744,524

Weighted-average common shares outstanding – basic 361,050 417,393 367,535 430,084

8 unchanged sentences

The timing, volume and nature of stock repurchases will be at the sole discretion of management, dependent on market conditions, applicable securities laws, and other factors, and may be suspended or discontinued at any time.

During the three months ended March 31, 2022, the Company repurchased approximately 23 million shares of its common stock for an aggregate amount of $ 1.0 billion, which included the February 2022 repurchase of 4.5 million shares for an aggregate amount of $ 202.5 million from funds managed by Corvex Management LP, a related party.

During the three months ended June 30, 2022, the Company repurchased approximately 32 million shares of its common stock for an aggregate amount of $ 1.1 billion.

During the six months ended June 30, 2022, the Company repurchased approximately 56 million shares of its common stock for an aggregate amount of $ 2.1 billion, which included the February 2022 repurchase of 4.5 million shares for an aggregate amount of $ 202.5 million from funds managed by Corvex Management LP, a related party.

Repurchased shares were retired.

During the three months ended March 31, 2023, the Company repurchased approximately 12 million shares of its common stock for an aggregate amount of $ 487 million.

During the three months ended June 30, 2023, the Company repurchased approximately 15 million shares of its common stock for an aggregate amount of $ 626 million.

During the six months ended June 30, 2023, the Company repurchased approximately 27 million shares of its common stock for an aggregate amount of $ 1.1 billion.

In connection with these repurchases, the March 2022 stock repurchase plan was completed.

Repurchased shares were retired.

The remaining availability under the February 2023 $ 2.0 billion stock repurchase plan was $ 2.0 billion as of March 31, 2023.

Subsequent to the quarter ended March 31, 2023, the Company repurchased approximately 4 million shares of its common stock for an aggregate amount of $ 172 million, excluding excise tax.

The remaining availability under the February 2023 $ 2.0 billion stock repurchase plan was $ 1.4 billion as of June 30, 2023.

Subsequent to the quarter ended June 30, 2023, the Company repurchased approximately 2 million shares of its common stock for an aggregate amount of $ 88 million, excluding excise tax.

Repurchased shares were retired.

3 unchanged sentences

(In thousands)

Balances, April 1, 2023 $ 36,873 $ ( 65 ) $ 36,808

Other comprehensive loss, net of tax ( 6,040 ) — ( 6,040 )

Other comprehensive income attributable to noncontrolling interest ( 711 ) — ( 711 )

Balances, June 30, 2023 $ 30,122 $ ( 65 ) $ 30,057

Balances, January 1, 2023 $ 34,435 $ ( 936 ) $ 33,499

3 unchanged sentences

Other comprehensive loss attributable to noncontrolling interest 1,776 — 1,776

Balances, March 31, 2023 $ 36,873 $ ( 65 ) $ 36,808

Balances, June 30, 2023 $ 30,122 $ ( 65 ) $ 30,057

NOTE 12 — SEGMENT INFORMATION

20 unchanged sentences

Adjusted Property EBITDAR is the Company’s reportable segment GAAP measure, which management utilizes as the primary profit measure for its reportable segments and underlying operating segments.

Adjusted Property EBITDAR is a measure defined as earnings before interest and other non-operating income (expense), taxes, depreciation and amortization, preopening and start-up expenses, property transactions, net, rent expense related to triple-net operating leases and ground leases, income from unconsolidated affiliates related to investments in real estate ventures, and also excludes corporate expense and stock compensation expense, which are not allocated to each operating segment, and rent expense related to the master lease with MGP that eliminated in consolidation.

Adjusted Property EBITDAR is a measure defined as earnings before interest and other non-operating income (expense), taxes, depreciation and amortization, preopening and start-up expenses, property transactions, net, gain on REIT transactions, net, rent expense related to triple-net operating leases and ground leases, income from unconsolidated affiliates related to investments in real estate ventures, and also excludes corporate expense and stock compensation expense, which are not allocated to each operating segment, and rent expense related to the master lease with MGP that eliminated in consolidation.

The following tables present the Company’s segment information:

Three Months Ended

June 30, Six Months Ended

2023 2022 2023 2022

(In thousands)

20 unchanged sentences

Three Months Ended

June 30, Six Months Ended

2023 2022 2023 2022

(In thousands)

9 unchanged sentences

Depreciation and amortization ( 203,503 ) ( 366,255 ) ( 407,004 ) ( 654,893 )

Gain on REIT transactions, net — 2,277,747 — 2,277,747

Triple-net operating lease and ground lease rent expense ( 564,158 ) ( 483,454 ) ( 1,134,713 ) ( 745,906 )

6 unchanged sentences

( 88,693 ) ( 185,987 ) ( 173,870 ) ( 362,909 )

Income (loss) before income taxes 645,662 ( 71,134 )

Benefit (provision) for income taxes ( 165,779 ) 36,341

Net income (loss) 479,883 ( 34,793 )

Income before income taxes 282,685 2,195,464 928,347 2,124,330

Provision for income taxes ( 39,141 ) ( 572,839 ) ( 204,920 ) ( 536,498 )

Net income 243,544 1,622,625 723,427 1,587,832

Net (income) loss attributable to noncontrolling interests ( 42,748 ) 161,312 ( 55,824 ) 178,089

Net income (loss) attributable to MGM Resorts International $ 466,807 $ ( 18,016 )

Net income attributable to MGM Resorts International $ 200,796 $ 1,783,937 $ 667,603 $ 1,765,921

NOTE 13 — RELATED PARTY TRANSACTIONS

7 unchanged sentences

Refer to Note 8 for further discussion on the master lease with VICI.

Bellagio BREIT Venture.

The Company has a 5 % ownership interest in Bellagio BREIT Venture, which owns the real estate assets of Bellagio and leases such assets to a subsidiary of the Company pursuant to a lease agreement.

Refer to Note 8 for further information related to the Bellagio lease.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements