Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
206K characters. Original on sec.gov · Markdown
Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Financial statement schedules have been omitted because they are not applicable, or the required information is included in the consolidated financial statements or the notes thereto.
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Stockholders and the Board of Directors of MGM Resorts International
Opinion on Internal Control over Financial Reporting
We have audited the internal control over financial reporting of MGM Resorts International and subsidiaries (the “Company”) as of December 31, 2023, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2023, of the Company and our report dated February 23, 2024, expressed an unqualified opinion on those financial statements.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Annual Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ Deloitte & Touche LLP
Las Vegas, Nevada
February 23, 2024
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Stockholders and the Board of Directors of MGM Resorts International
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of MGM Resorts International and subsidiaries (the “Company”) as of December 31, 2023 and 2022, the related consolidated statements of operations, comprehensive income (loss), cash flows and stockholders' equity for each of the three years in the period ended December 31, 2023, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2023, in conformity with accounting principles generally accepted in the United States of America.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 23, 2024, expressed an unqualified opinion on the Company's internal control over financial reporting.
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
MGM Grand Paradise gaming concession — Refer to Note 7 to the financial statements
Critical Audit Matter Description
Gaming in Macau is currently administered by the Macau Government through concessions awarded to six different concessionaires. On December 16, 2022, MGM Grand Paradise was awarded a ten-year concession contract to permit the operation of games of chance or other games in casinos in Macau, which commenced on 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, upon the commencement of the gaming concession, the gaming assets were temporarily transferred to MGM Grand Paradise for the duration of the concession term in return for annual payments determined by square meters of the reverted casino areas.
On January 1, 2023, MGM Grand Paradise recorded an intangible asset of $226 million for the right to conduct gaming and operate the reverted gaming equipment and gaming areas and a corresponding liability for the in-substance consideration to be paid over the concession term for such rights, which is the unconditional obligation of the fixed and
variable annual premiums, as well as the payments related to the use of the reverted gaming assets. The initial value of the intangible asset and liability were measured as the present value of these payments as of January 1, 2023.
We identified the recording of an intangible asset and a corresponding liability for the MGM Grand Paradise gaming concession as a critical audit matter because assessment of the applicable accounting guidance, the determination of which fixed and variable annual premium payments represented unconditional obligations, and the determination of the present value of such payments (including the selection of the discount rate) involved challenging, subjective, and complex judgments. Therefore, auditing this matter, involved a higher degree of auditor judgment and subjectivity, including the involvement of specialists.
How the Critical Audit Matter Was Addressed in the Audit
Our audit procedures related to the recording of an intangible asset and a corresponding liability for the MGM Grand Paradise gaming concession included the following, among others:
-
We tested the effectiveness of the controls over management’s assessment of the accounting and recording of the MGM Grand Paradise gaming concession intangible asset and corresponding liability, including management’s identification of which fixed and variable annual premium payments represented unconditional obligations, and the determination of the initial value of the intangible asset and corresponding liability, including the selection of the discount rate.
-
We inspected the concession contract and the other underlying agreements related to the MGM Grand Paradise gaming concession. With the assistance of professionals in our firm having expertise in accounting for intangible assets, we evaluated the reasonableness of management’s accounting and judgments used by management to determine whether the recording of an intangible asset and a corresponding liability was appropriate for the MGM Grand Paradise gaming concession, and the identification of which fixed and variable annual premium payments represented unconditional obligations.
-
With the assistance of our fair value specialists, we evaluated the reasonableness of management’s selected discount rate by:
◦Testing the market-based source information underlying the determination of the discount rate and the mathematical accuracy of the discount rate calculations.
◦Developing an independent estimate and comparing it to the discount rate selected by management.
/s/ Deloitte & Touche LLP
Las Vegas, Nevada
February 23, 2024
We have served as the Company's auditor since 2002.
MGM RESORTS INTERNATIONAL AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In thousands, except share data)
| December 31, | ||||||||||||||
| 2023 | 2022 | |||||||||||||
| ASSETS | ||||||||||||||
| Current assets | ||||||||||||||
| Cash and cash equivalents | $ | 2,927,833 | $ | 5,911,893 | ||||||||||
| Accounts receivable, net | 929,135 | 852,149 | ||||||||||||
| Inventories | 141,678 | 126,065 | ||||||||||||
| Income tax receivable | 141,444 | 73,016 | ||||||||||||
| Prepaid expenses and other | 770,503 | 583,132 | ||||||||||||
| Assets held for sale | — | 608,437 | ||||||||||||
| Total current assets | 4,910,593 | 8,154,692 | ||||||||||||
| Property and equipment, net | 5,449,544 | 5,223,928 | ||||||||||||
| Other assets | ||||||||||||||
| Investments in and advances to unconsolidated affiliates | 240,803 | 173,039 | ||||||||||||
| Goodwill | 5,165,694 | 5,029,312 | ||||||||||||
| Other intangible assets, net | 1,724,582 | 1,551,252 | ||||||||||||
| Operating lease right-of-use assets, net | 24,027,465 | 24,530,929 | ||||||||||||
| Other long-term assets, net | 849,867 | 1,029,054 | ||||||||||||
| Total other assets | 32,008,411 | 32,313,586 | ||||||||||||
| $ | 42,368,548 | $ | 45,692,206 | |||||||||||
| LIABILITIES AND STOCKHOLDERS' EQUITY | ||||||||||||||
| Current liabilities | ||||||||||||||
| Accounts and construction payable | $ | 461,718 | $ | 369,817 | ||||||||||
| Current portion of long-term debt | — | 1,286,473 | ||||||||||||
| Accrued interest on long-term debt | 60,173 | 83,451 | ||||||||||||
| Other accrued liabilities | 2,604,177 | 2,236,323 | ||||||||||||
| Liabilities related to assets held for sale | — | 539,828 | ||||||||||||
| Total current liabilities | 3,126,068 | 4,515,892 | ||||||||||||
| Deferred income taxes, net | 2,860,997 | 2,969,443 | ||||||||||||
| Long-term debt, net | 6,343,810 | 7,432,817 | ||||||||||||
| Operating lease liabilities | 25,127,464 | 25,149,299 | ||||||||||||
| Other long-term obligations | 542,708 | 256,282 | ||||||||||||
| Commitments and contingencies (Note 12) | ||||||||||||||
| Redeemable noncontrolling interests | 33,356 | 158,350 | ||||||||||||
| Stockholders' equity | ||||||||||||||
| Common stock, $0.01 par value: authorized 1,000,000,000 shares, issued and outstanding 326,550,141 and 379,087,524 shares | 3,266 | 3,791 | ||||||||||||
| Capital in excess of par value | — | — | ||||||||||||
| Retained earnings | 3,664,008 | 4,794,239 | ||||||||||||
| Accumulated other comprehensive income | 143,896 | 33,499 | ||||||||||||
| Total MGM Resorts International stockholders' equity | 3,811,170 | 4,831,529 | ||||||||||||
| Noncontrolling interests | 522,975 | 378,594 | ||||||||||||
| Total stockholders' equity | 4,334,145 | 5,210,123 | ||||||||||||
| $ | 42,368,548 | $ | 45,692,206 |
The accompanying notes are an integral part of these consolidated financial statements.
MGM RESORTS INTERNATIONAL AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share data)
| Year Ended December 31, | ||||||||||||||||||||
| 2023 | 2022 | 2021 | ||||||||||||||||||
| Revenues | ||||||||||||||||||||
| Casino | $ | 8,087,917 | $ | 5,734,173 | $ | 5,362,912 | ||||||||||||||
| Rooms | 3,500,926 | 3,057,145 | 1,690,037 | |||||||||||||||||
| Food and beverage | 2,891,483 | 2,604,238 | 1,391,605 | |||||||||||||||||
| Entertainment, retail and other | 1,638,183 | 1,686,236 | 1,009,503 | |||||||||||||||||
| Reimbursed costs | 45,740 | 45,693 | 226,083 | |||||||||||||||||
| 16,164,249 | 13,127,485 | 9,680,140 | ||||||||||||||||||
| Expenses | ||||||||||||||||||||
| Casino | 4,316,547 | 2,746,576 | 2,551,169 | |||||||||||||||||
| Rooms | 1,017,650 | 937,272 | 600,942 | |||||||||||||||||
| Food and beverage | 2,153,795 | 1,905,625 | 1,034,780 | |||||||||||||||||
| Entertainment, retail and other | 1,019,830 | 1,017,817 | 617,635 | |||||||||||||||||
| Reimbursed costs | 45,740 | 45,693 | 226,083 | |||||||||||||||||
| General and administrative | 4,700,657 | 4,226,617 | 2,507,239 | |||||||||||||||||
| Corporate expense | 512,399 | 479,118 | 422,777 | |||||||||||||||||
| Preopening and start-up expenses | 415 | 1,876 | 5,094 | |||||||||||||||||
| Property transactions, net | (370,513) | (1,036,997) | (67,736) | |||||||||||||||||
| Gain on REIT transactions, net | — | (2,277,747) | — | |||||||||||||||||
| Gain on consolidation of CityCenter, net | — | — | (1,562,329) | |||||||||||||||||
| Depreciation and amortization | 814,128 | 3,482,050 | 1,150,610 | |||||||||||||||||
| 14,210,648 | 11,527,900 | 7,486,264 | ||||||||||||||||||
| Income (loss) from unconsolidated affiliates | (62,104) | (160,213) | 84,823 | |||||||||||||||||
| Operating income | 1,891,497 | 1,439,372 | 2,278,699 | |||||||||||||||||
| Non-operating income (expense) | ||||||||||||||||||||
| Interest expense, net of amounts capitalized | (460,293) | (594,954) | (799,593) | |||||||||||||||||
| Non-operating items from unconsolidated affiliates | (1,032) | (23,457) | (83,243) | |||||||||||||||||
| Other, net | 42,591 | 82,838 | 65,941 | |||||||||||||||||
| (418,734) | (535,573) | (816,895) | ||||||||||||||||||
| Income before income taxes | 1,472,763 | 903,799 | 1,461,804 | |||||||||||||||||
| Provision for income taxes | (157,839) | (697,068) | (253,415) | |||||||||||||||||
| Net income | 1,314,924 | 206,731 | 1,208,389 | |||||||||||||||||
| Less: Net (income) loss attributable to noncontrolling interests | (172,744) | 1,266,362 | 45,981 | |||||||||||||||||
| Net income attributable to MGM Resorts International | $ | 1,142,180 | $ | 1,473,093 | $ | 1,254,370 | ||||||||||||||
| Earnings per share | ||||||||||||||||||||
| Basic | $ | 3.22 | $ | 3.52 | $ | 2.44 | ||||||||||||||
| Diluted | $ | 3.19 | $ | 3.49 | $ | 2.41 | ||||||||||||||
| Weighted average common shares outstanding | ||||||||||||||||||||
| Basic | 354,926 | 409,201 | 481,930 | |||||||||||||||||
| Diluted | 358,627 | 412,993 | 487,356 |
The accompanying notes are an integral part of these consolidated financial statements.
MGM RESORTS INTERNATIONAL AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(In thousands)
| Year Ended December 31, | ||||||||||||||||||||
| 2023 | 2022 | 2021 | ||||||||||||||||||
| Net income | $ | 1,314,924 | $ | 206,731 | $ | 1,208,389 | ||||||||||||||
| Other comprehensive income, net of tax: | ||||||||||||||||||||
| Foreign currency translation | 109,278 | 27,336 | (24,655) | |||||||||||||||||
| Cash flow hedges | — | 37,692 | 34,788 | |||||||||||||||||
| Other | 936 | — | — | |||||||||||||||||
| Other comprehensive income | 110,214 | 65,028 | 10,133 | |||||||||||||||||
| Comprehensive income | 1,425,138 | 271,759 | 1,218,522 | |||||||||||||||||
| Less: Comprehensive (income) loss attributable to noncontrolling interests | (172,562) | 1,249,085 | 35,700 | |||||||||||||||||
| Comprehensive income attributable to MGM Resorts International | $ | 1,252,576 | $ | 1,520,844 | $ | 1,254,222 |
The accompanying notes are an integral part of these consolidated financial statements.
MGM RESORTS INTERNATIONAL AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
| Year Ended December 31, | ||||||||||||||||||||
| 2023 | 2022 | 2021 | ||||||||||||||||||
| Cash flows from operating activities | ||||||||||||||||||||
| Net income | $ | 1,314,924 | $ | 206,731 | $ | 1,208,389 | ||||||||||||||
| Adjustments to reconcile net income to net cash provided by operating activities: | ||||||||||||||||||||
| Depreciation and amortization | 814,128 | 3,482,050 | 1,150,610 | |||||||||||||||||
| Amortization of debt discounts, premiums and issuance costs | 27,844 | 32,769 | 40,328 | |||||||||||||||||
| Loss on early retirement of debt | — | — | 37 | |||||||||||||||||
| Provision for credit losses | 48,984 | 22,738 | 21,852 | |||||||||||||||||
| Stock-based compensation | 73,607 | 71,296 | 65,183 | |||||||||||||||||
| Property transactions, net | (370,513) | (1,036,997) | (67,736) | |||||||||||||||||
| Foreign currency transaction loss | 106,428 | 19,081 | 12,551 | |||||||||||||||||
| Gain on REIT transactions, net | — | (2,277,747) | — | |||||||||||||||||
| Gain on consolidation of CityCenter, net | — | — | (1,562,329) | |||||||||||||||||
| Noncash lease expense | 516,120 | 437,603 | 188,917 | |||||||||||||||||
| Other investment losses (gains) | 1,112 | (12,430) | (28,417) | |||||||||||||||||
| Loss (income) from unconsolidated affiliates | 63,136 | 183,670 | (1,580) | |||||||||||||||||
| Distributions from unconsolidated affiliates | 20,121 | 37,435 | 99,370 | |||||||||||||||||
| Deferred income taxes | (117,278) | 496,189 | 241,947 | |||||||||||||||||
| Change in operating assets and liabilities: | ||||||||||||||||||||
| Accounts receivable | (132,288) | (211,687) | (236,182) | |||||||||||||||||
| Inventories | (15,524) | (26,627) | 3,107 | |||||||||||||||||
| Income taxes receivable and payable, net | (58,493) | 197,097 | (30,444) | |||||||||||||||||
| Prepaid expenses and other | (50,875) | (14,424) | (36,608) | |||||||||||||||||
| Accounts payable and accrued liabilities | 410,131 | 183,839 | 442,626 | |||||||||||||||||
| Other | 39,213 | (34,124) | (138,198) | |||||||||||||||||
| Net cash provided by operating activities | 2,690,777 | 1,756,462 | 1,373,423 | |||||||||||||||||
| Cash flows from investing activities | ||||||||||||||||||||
| Capital expenditures | (931,813) | (765,067) | (490,697) | |||||||||||||||||
| Dispositions of property and equipment | 5,431 | 112,019 | 106,600 | |||||||||||||||||
| Proceeds from sale of operating resorts | 460,392 | 1,054,313 | — | |||||||||||||||||
| Proceeds from repayment of principal on note receivable | 152,518 | — | — | |||||||||||||||||
| Proceeds from real estate transactions | — | 4,373,820 | 3,888,431 | |||||||||||||||||
| Acquisitions, net of cash acquired | (122,058) | (1,889,118) | (1,789,604) | |||||||||||||||||
| Investments in unconsolidated affiliates | (161,040) | (254,786) | (226,889) | |||||||||||||||||
| Distributions from unconsolidated affiliates | 8,342 | 10,361 | 9,694 | |||||||||||||||||
| Investments and other | (125,947) | (523,361) | 46,110 | |||||||||||||||||
| Net cash provided by (used in) investing activities | (714,175) | 2,118,181 | 1,543,645 | |||||||||||||||||
| Cash flows from financing activities | ||||||||||||||||||||
| Net borrowings (repayments) under bank credit facilities – maturities of 90 days or less | (1,097,306) | 1,148,276 | (2,096,217) | |||||||||||||||||
| Issuance of long-term debt | — | — | 749,775 | |||||||||||||||||
| Repayment of long-term debt | (1,285,600) | (1,070,340) | — | |||||||||||||||||
| Debt issuance costs | (21,535) | (1,367) | (18,726) | |||||||||||||||||
| Issuance of MGM Growth Properties Class A shares, net | — | — | 792,851 | |||||||||||||||||
| Dividends paid to common shareholders | — | (4,048) | (4,789) | |||||||||||||||||
| Distributions to noncontrolling interest owners | (177,093) | (210,699) | (324,190) | |||||||||||||||||
| Repurchases of common stock | (2,291,917) | (2,775,217) | (1,753,509) | |||||||||||||||||
| Other | (131,180) | (110,907) | (159,290) | |||||||||||||||||
| Net cash used in financing activities | (5,004,631) | (3,024,302) | (2,814,095) | |||||||||||||||||
| Effect of exchange rate on cash, cash equivalents, and restricted cash | (19,401) | 8,926 | (1,551) | |||||||||||||||||
| Change in cash and cash equivalents classified as assets held for sale | 25,938 | (25,938) | — | |||||||||||||||||
| Cash, cash equivalents, and restricted cash | ||||||||||||||||||||
| Net change for the period | (3,021,492) | 833,329 | 101,422 | |||||||||||||||||
| Balance, beginning of period | 6,036,388 | 5,203,059 | 5,101,637 | |||||||||||||||||
| Balance, end of period | $ | 3,014,896 | $ | 6,036,388 | $ | 5,203,059 | ||||||||||||||
| Supplemental cash flow disclosures | ||||||||||||||||||||
| Interest paid, net of amounts capitalized | $ | 452,160 | $ | 573,629 | $ | 705,680 | ||||||||||||||
| Federal, state and foreign income taxes paid, net | 344,397 | 22,955 | 43,018 | |||||||||||||||||
| Non-cash financing activities | ||||||||||||||||||||
| MGM Grand Paradise gaming concession intangible asset | $ | 226,083 | $ | — | $ | — | ||||||||||||||
| MGM Grand Paradise gaming concession long-term obligation | 226,083 | — | — |
The accompanying notes are an integral part of these consolidated financial statements.
MGM RESORTS INTERNATIONAL AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
For the Years ended December 31, 2023, 2022 and 2021
(In thousands**)**
| Common Stock | Capital in Excess of Par Value | Retained Earnings | Accumulated Other Comprehensive Income (Loss) | Total MGM Resorts International Stockholders' Equity | Noncontrolling Interests | Total Stockholders' Equity | ||||||||||||||||||||||||||||||||||||||||||||
| Shares | Par Value | |||||||||||||||||||||||||||||||||||||||||||||||||
| Balances, January 1, 2021 | 494,318 | $ | 4,943 | $ | 3,439,453 | $ | 3,091,007 | $ | (30,677) | $ | 6,504,726 | $ | 4,675,182 | $ | 11,179,908 | |||||||||||||||||||||||||||||||||||
| Net income (loss) | — | — | — | 1,254,370 | — | 1,254,370 | (55,793) | 1,198,577 | ||||||||||||||||||||||||||||||||||||||||||
| Currency translation adjustment | — | — | — | — | (13,871) | (13,871) | (10,784) | (24,655) | ||||||||||||||||||||||||||||||||||||||||||
| Cash flow hedges | — | — | — | — | 13,723 | 13,723 | 21,065 | 34,788 | ||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | 59,492 | — | — | 59,492 | 5,691 | 65,183 | ||||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock pursuant to stock-based compensation awards | 2,574 | 25 | (44,543) | — | — | (44,518) | — | (44,518) | ||||||||||||||||||||||||||||||||||||||||||
| Cash distributions to noncontrolling interest owners | — | — | — | — | — | — | (250,910) | (250,910) | ||||||||||||||||||||||||||||||||||||||||||
| Dividends declared and paid to common shareholders ($0.01 per share) | — | — | — | (4,789) | — | (4,789) | — | (4,789) | ||||||||||||||||||||||||||||||||||||||||||
| MGP dividend payable to Class A shareholders | — | — | — | — | — | — | (82,294) | (82,294) | ||||||||||||||||||||||||||||||||||||||||||
| Repurchases of common stock | (43,088) | (430) | (1,753,079) | — | — | (1,753,509) | — | (1,753,509) | ||||||||||||||||||||||||||||||||||||||||||
| Adjustment of redeemable noncontrolling interest to redemption value | — | — | (78,298) | — | — | (78,298) | — | (78,298) | ||||||||||||||||||||||||||||||||||||||||||
| MGP Class A share issuance | — | — | 99,934 | — | 3,240 | 103,174 | 656,361 | 759,535 | ||||||||||||||||||||||||||||||||||||||||||
| Redemption of MGP OP units | — | — | 171,332 | — | 5,327 | 176,659 | (227,487) | (50,828) | ||||||||||||||||||||||||||||||||||||||||||
| MGM Springfield transaction | — | — | (133,844) | — | — | (133,844) | 172,749 | 38,905 | ||||||||||||||||||||||||||||||||||||||||||
| Other | — | — | (10,312) | — | (2,358) | (12,670) | 2,341 | (10,329) | ||||||||||||||||||||||||||||||||||||||||||
| Balances, December 31, 2021 | 453,804 | 4,538 | 1,750,135 | 4,340,588 | (24,616) | 6,070,645 | 4,906,121 | 10,976,766 | ||||||||||||||||||||||||||||||||||||||||||
| Net income (loss) | — | — | — | 1,473,093 | — | 1,473,093 | (1,275,865) | 197,228 | ||||||||||||||||||||||||||||||||||||||||||
| Currency translation adjustment | — | — | — | — | 34,268 | 34,268 | (6,932) | 27,336 | ||||||||||||||||||||||||||||||||||||||||||
| Cash flow hedges | — | — | — | — | 13,483 | 13,483 | 24,209 | 37,692 | ||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | 65,700 | — | — | 65,700 | 5,596 | 71,296 | ||||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock pursuant to stock-based compensation awards | 1,688 | 17 | (27,042) | — | — | (27,025) | — | (27,025) | ||||||||||||||||||||||||||||||||||||||||||
| Cash distributions to noncontrolling interest owners | — | — | — | — | — | — | (95,622) | (95,622) | ||||||||||||||||||||||||||||||||||||||||||
| Dividends declared and paid to common shareholders ($0.01 per share) | — | — | — | (4,048) | — | (4,048) | — | (4,048) | ||||||||||||||||||||||||||||||||||||||||||
| Issuance of restricted stock units | — | — | 1,941 | — | — | 1,941 | 186 | 2,127 | ||||||||||||||||||||||||||||||||||||||||||
| Repurchases of common stock | (76,404) | (764) | (1,759,059) | (1,015,394) | — | (2,775,217) | — | (2,775,217) | ||||||||||||||||||||||||||||||||||||||||||
| Adjustment of redeemable noncontrolling interest to redemption value | — | — | (31,888) | — | — | (31,888) | — | (31,888) | ||||||||||||||||||||||||||||||||||||||||||
| Deconsolidation of MGP | — | — | — | — | 11,084 | 11,084 | (3,184,710) | (3,173,626) | ||||||||||||||||||||||||||||||||||||||||||
| Other | — | — | 213 | — | (720) | (507) | 5,611 | 5,104 | ||||||||||||||||||||||||||||||||||||||||||
| Balances, December 31, 2022 | 379,088 | 3,791 | — | 4,794,239 | 33,499 | 4,831,529 | 378,594 | 5,210,123 | ||||||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | 1,142,180 | — | 1,142,180 | 172,131 | 1,314,311 | ||||||||||||||||||||||||||||||||||||||||||
| Currency translation adjustment | — | — | — | — | 109,461 | 109,461 | (183) | 109,278 | ||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | 70,775 | — | — | 70,775 | 2,676 | 73,451 | ||||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock pursuant to stock-based compensation awards | 1,787 | 18 | (22,529) | (9,318) | — | (31,829) | — | (31,829) | ||||||||||||||||||||||||||||||||||||||||||
| Distributions to noncontrolling interest owners | — | — | — | — | — | — | (29,566) | (29,566) | ||||||||||||||||||||||||||||||||||||||||||
| Issuance of restricted stock units | — | — | 1,701 | — | — | 1,701 | — | 1,701 | ||||||||||||||||||||||||||||||||||||||||||
| Repurchases of common stock | (54,325) | (543) | (50,332) | (2,263,093) | — | (2,313,968) | — | (2,313,968) | ||||||||||||||||||||||||||||||||||||||||||
| Adjustment of redeemable noncontrolling interest to redemption value | — | — | 2,129 | — | — | 2,129 | — | 2,129 | ||||||||||||||||||||||||||||||||||||||||||
| Other | — | — | (1,744) | — | 936 | (808) | (677) | (1,485) | ||||||||||||||||||||||||||||||||||||||||||
| Balances, December 31, 2023 | 326,550 | $ | 3,266 | $ | — | $ | 3,664,008 | $ | 143,896 | $ | 3,811,170 | $ | 522,975 | $ | 4,334,145 |
The accompanying notes are an integral part of these consolidated financial statements
MGM RESORTS INTERNATIONAL AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 — ORGANIZATION
Organization. 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 December 31, 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. The Company also operates MGM Grand Detroit in Detroit, Michigan, MGM National Harbor in Prince George’s County, Maryland, MGM Springfield in Springfield, Massachusetts, Borgata in Atlantic City, New Jersey, Empire City in Yonkers, New York, MGM Northfield Park in Northfield Park, Ohio, and Beau Rivage in Biloxi, Mississippi. Additionally, the Company operates The Park, a dining and entertainment district located between New York-New York and Park MGM. The Company leases the real estate assets of its domestic properties pursuant to triple-net lease agreements, as further discussed in Note 11.
The Company has an approximate 56% controlling interest in MGM China Holdings Limited (together with its subsidiaries, “MGM China”), which owns MGM Grand Paradise, S.A. (“MGM Grand Paradise”). MGM Grand Paradise owns and operates MGM Macau and MGM Cotai, two integrated casino, hotel and entertainment resorts in Macau, as well as the related gaming concession and land concessions.
The Company also owns LV Lion Holding Limited (“LeoVegas”), a consolidated subsidiary that has global online gaming operations headquartered in Sweden and Malta. Additionally, the Company and its venture partner, Entain plc, each have a 50% ownership interest in BetMGM, LLC (“BetMGM”), an unconsolidated affiliate, which provides online sports betting and gaming in certain jurisdictions in North America. The Company also has a 50% ownership interest in Osaka IR KK, an unconsolidated affiliate, which plans to develop an integrated resort in Osaka, Japan.
Reportable segments. The Company has three reportable segments: Las Vegas Strip Resorts, Regional Operations and MGM China. See Note 17 for additional information about the Company’s segments.
NOTE 2 — BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES
Principles of consolidation. The Company evaluates entities for which control is achieved through means other than voting rights to determine if it is the primary beneficiary of a variable interest entity (“VIE”). The Company consolidates its investment in a VIE when it determines that it is its primary beneficiary. Bellagio BREIT Venture (as defined in Note 11) and Osaka IR KK are VIEs in which the Company is not the primary beneficiary because it does not have power on its own to direct the activities that could potentially be significant to the ventures and, accordingly, does not consolidate the ventures. The Company may change its original assessment of a VIE upon subsequent events such as the modification of contractual arrangements that affect the characteristics or adequacy of the entity’s equity investments at risk and the disposition of all or a portion of an interest held by the primary beneficiary. The Company performs this analysis on an ongoing basis.
For entities determined not to be a VIE, the Company consolidates such entities in which the Company owns 100% of the equity. For entities in which the Company owns less than 100% of the equity interest, the Company consolidates the entity under the voting interest model if it has a controlling financial interest based upon the terms of the respective entities’ ownership agreements, such as MGM China. For these entities, the Company records a noncontrolling interest in the consolidated balance sheets and all intercompany balances and transactions are eliminated in consolidation. If the entity does not qualify for consolidation under the voting interest model and the Company has significant influence over the operating and financial decisions of the entity, the Company generally accounts for the entity under the equity method, such as BetMGM, which does not qualify for consolidation as the Company has joint control, given the entity is structured with substantive participating rights whereby both owners participate in the decision making process, which prevents the Company from exerting a controlling financial interest in such entity, as defined in Accounting Standards Codification (“ASC”) 810. For entities over which the Company does not have significant influence, the Company accounts for its equity investment under ASC 321.
Reclassifications. Certain reclassifications have been made to conform the prior period presentation.
Management’s use of estimates. The consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America. These principles require the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Fair value measurements. Fair value measurements affect the Company’s accounting and impairment assessments of its long-lived assets, investments in unconsolidated affiliates or equity interests, assets acquired, and liabilities assumed in an acquisition, and goodwill and other intangible assets. Fair value measurements also affect the Company’s accounting for certain of its financial assets and liabilities. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date and is measured according to a hierarchy that includes: Level 1 inputs, such as quoted prices in an active market; Level 2 inputs, which are quoted prices for identical or comparable instruments or pricing using observable market data; or Level 3 inputs, which are unobservable inputs. The Company used the following inputs in its fair value measurements:
-
Level 1 inputs when measuring its equity investments recorded at fair value;
-
Level 2 inputs for its long-term debt fair value disclosures. See Note 9;
-
Level 1 and Level 2 inputs for its debt investments; and
-
Level 1, Level 2, and Level 3 inputs when assessing the fair value of assets acquired and liabilities assumed in acquisitions. See Note 4.
Equity investments. 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 $435 million and $461 million as of December 31, 2023 and 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 year ended December 31, 2023, the Company recorded a net loss on its equity investments of $26 million. For the years ended December 31, 2022 and 2021, the Company recorded a net gain on its equity investments of $10 million and $28 million, respectively.
Debt investments. The Company’s investments in debt securities are classified as trading securities and recorded at fair value. 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.
The following tables present information regarding the Company’s debt investments:
| Fair value level | December 31, | |||||||||||||
| 2023 | 2022 | |||||||||||||
| (In thousands) | ||||||||||||||
| Cash and cash equivalents: | ||||||||||||||
| Money market funds | Level 1 | $ | 18,828 | $ | 12,009 | |||||||||
| Commercial paper | Level 2 | — | 5,992 | |||||||||||
| Cash and cash equivalents | 18,828 | 18,001 | ||||||||||||
| Short-term investments: | ||||||||||||||
| U.S. government securities | Level 1 | 37,805 | 56,835 | |||||||||||
| U.S. agency securities | Level 2 | 9,804 | 9,530 | |||||||||||
| Commercial paper and certificates of deposit | Level 2 | — | 4,466 | |||||||||||
| Corporate bonds | Level 2 | 364,926 | 213,875 | |||||||||||
| Asset backed securities | Level 2 | 7,170 | — | |||||||||||
| Short-term investments | 419,705 | 284,706 | ||||||||||||
| Total debt investments | $ | 438,533 | $ | 302,707 |
Cash and cash equivalents. Cash and cash equivalents consist of cash and highly liquid investments with maturities of 90 days or less at the date of purchase. The fair value of cash and cash equivalents approximates carrying value because of the short maturity of those instruments (Level 1).
Restricted cash. MGM China’s pledged cash of $87 million and $124 million as of December 31, 2023 and 2022, respectively, securing the bank guarantees discussed in Note 12 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 December 31, 2023 and 2022.
Accounts receivable and credit risk. Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of casino receivables. The Company issues credit following assessments of creditworthiness. At December 31, 2023 and 2022, approximately 54% and 52%, respectively, of the Company’s gross accounts receivable related to casino receivables.
Accounts receivable are typically non-interest bearing and are initially recorded at cost. Accounts are written off when management deems the account to be uncollectible. Recoveries of accounts previously written off are recorded when received. An estimated loss reserve is maintained to reduce the Company’s receivables to their net carrying amount, which approximates fair value. The loss reserve is estimated based on both a specific review of customer accounts as well as historical collection experience and current and expected future economic and business conditions. Management believes that as of December 31, 2023, no significant concentrations of credit risk existed for which a loss reserve had not already been recorded.
Inventories. Inventories consist primarily of food and beverage, retail merchandise and operating supplies, and are stated at the lower of cost or net realizable value. Cost is determined primarily using the average cost method for food and beverage and operating supplies. Cost for retail merchandise is determined using the cost method.
Property and equipment. Property and equipment are stated at cost. A significant amount of the Company’s property and equipment was acquired through business combinations and therefore recognized at fair value at the acquisition date. Gains or losses on dispositions of property and equipment are included in the determination of income or loss. Maintenance costs are expensed as incurred.
Property and equipment are generally depreciated over the following estimated useful lives on a straight-line basis:
| Buildings and improvements | 15 to 40 years | |||||||
| Land improvements | 10 to 20 years | |||||||
| Furniture and fixtures | 3 to 20 years | |||||||
| Equipment | 3 to 15 years |
The Company evaluates its property and equipment and other long-lived assets for impairment based on its classification as held for sale or to be held and used. Several criteria must be met before an asset is classified as held for sale, including that management with the appropriate authority commits to a plan to sell the asset at a reasonable price in relation to its fair value and is actively seeking a buyer. For assets held for sale, the Company recognizes the asset at the lower of carrying value or fair market value less costs to sell, as estimated based on comparable asset sales, offers received, or a discounted cash flow model. For assets to be held and used, the Company reviews for impairment whenever indicators of impairment exist. The Company then compares the estimated future cash flows of the asset group, on an undiscounted basis, to the carrying value of the asset group. If the undiscounted cash flows exceed the carrying value, no impairment is indicated. If the undiscounted cash flows do not exceed the carrying value, then an impairment charge is recorded based on the fair value of the asset, typically measured using a discounted cash flow model. If an asset is still under development, future cash flows include remaining construction costs. All recognized impairment losses, whether for assets held for sale or assets to be held and used, are recorded as operating expenses.
In connection with the expiration of the MGM Grand Paradise gaming subconcession on December 31, 2022 as further discussed in Note 7, the casino areas of MGM Cotai and MGM Macau reverted, free of charge and without any encumbrances, to the Macau government, which is now the legal owner of the reverted gaming assets. On January 1, 2023 and in connection with the commencement of the gaming concession, the gaming assets were temporarily transferred to MGM Grand Paradise for the duration of the gaming concession in return for annual payments. As the Company will continue to operate the gaming assets in the same manner as under the gaming subconcession, obtain substantially all of the economic benefits, and bear all of the risks arising from the use of assets for the economic life of the assets, the Company will continue to recognize the reverted gaming assets within “Property and equipment” and depreciate the assets over their remaining estimated useful lives.
Capitalized interest. The interest cost associated with major development and construction projects is capitalized and included in the cost of the project. When no debt is incurred specifically for a project, interest is capitalized on amounts expended on the project using the weighted average cost of the Company’s outstanding borrowings. Capitalization of interest ceases when the project is substantially complete, or development activity is suspended for more than a brief period.
Investments in and advances to unconsolidated affiliates. The Company has investments in unconsolidated affiliates accounted for under the equity method. Under the equity method, carrying value is adjusted for the Company’s share of the investees’ earnings and losses, amortization of certain basis differences, as well as capital contributions to and distributions from these companies. Distributions in excess of equity method earnings are recognized as a return of investment and recorded as investing cash inflows in the accompanying consolidated statements of cash flows. The Company classifies operating income and losses as well as gains and impairments related to its investments in unconsolidated affiliates as a component of operating income or loss and classifies non-operating income or losses related to its investments in unconsolidated affiliates as a component of non-operating income or loss, as the Company’s investments in such unconsolidated affiliates are an extension of the Company’s core business operations.
The Company evaluates its investments in unconsolidated affiliates for impairment whenever events or changes in circumstances indicate that the carrying value of its investment may have experienced an other-than-temporary decline in value. If such conditions exist, the Company compares the estimated fair value of the investment to its carrying value to determine if an impairment is indicated and determines whether the impairment is “other-than-temporary” based on its assessment of all relevant factors, including consideration of the Company’s intent and ability to retain its investment. The Company estimates fair value using a discounted cash flow analysis based on estimated future results of the investee and market indicators of terminal year capitalization rates, and a market approach that utilizes business enterprise value multiples based on a range of multiples from the Company’s peer group.
Goodwill and other intangible assets. Goodwill represents the excess of purchase price over fair market value of net assets acquired in business combinations. Indefinite-lived intangibles consist of trademarks and certain of our gaming licenses. Goodwill and indefinite-lived intangible assets must be reviewed for impairment at least annually and between annual test dates in certain circumstances. The Company performs its annual impairment tests in the fourth quarter of each fiscal year. No material impairments were indicated or recorded as a result of the annual impairment review for goodwill and indefinite-lived intangible assets in 2023, 2022, and 2021.
Accounting guidance provides entities the option to perform a qualitative assessment of goodwill and indefinite-lived intangible assets (commonly referred to as “step zero”) in order to determine whether further impairment testing is necessary. In performing the step zero analysis the Company considers macroeconomic conditions, industry and market considerations, current and forecasted financial performance, entity-specific events, and changes in the composition or carrying amount of net assets of reporting units for goodwill. In addition, the Company takes into consideration the amount of excess of fair value over carrying value determined in the last quantitative analysis that was performed, as well as the period of time that has passed since the last quantitative analysis. If the step zero analysis indicates that it is more likely than not that the fair value is less than its carrying amount, the entity would proceed to a quantitative analysis.
Under the quantitative analysis, goodwill for relevant reporting units is tested for impairment using a discounted cash flow analysis based on the estimated future results of the Company’s reporting units discounted using market discount rates and market indicators of terminal year capitalization rates, and a market approach that utilizes business enterprise value multiples based on a range of multiples from the Company’s peer group. If the fair value of the reporting unit is less than its carrying value, an impairment charge is recognized equal to the difference. Under the quantitative analysis, license rights are tested for impairment using a discounted cash flow approach, and trademarks are tested for impairment using the relief-from-royalty method. If the fair value of an indefinite-lived intangible asset is less than its carrying amount, an impairment loss is recognized equal to the difference.
Other intangible assets that have a finite life, including gaming rights in certain jurisdictions where the nature or extent of the renewal process is uncertain, customer lists, and technology, are amortized on a straight-line basis over their estimated useful lives. The Company reviews the carrying amount of its amortizing intangible assets for possible impairment whenever events or changes in circumstances indicate that their carrying amount may not be recoverable. When testing for impairment, the Company compares the estimated undiscounted cash flows of the asset group to its carrying value. If the estimated undiscounted cash flows exceed the carrying value, no impairments are recorded. If the undiscounted cash flows do not exceed the carrying values, an impairment is recorded.
Note receivable. In February 2023, the secured note receivable related to the sale of Circus Circus Las Vegas and the adjacent land in December 2019 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” on the consolidated balance sheets.
Accounts payable. As of December 31, 2023 and 2022, the Company had accrued $84 million and $80 million, respectively, for purchases of property and equipment within “Accounts and construction payable” on the consolidated balance sheets.
Revenue recognition. The Company’s revenue from contracts with customers consists of casino wagers transactions, hotel room sales, food and beverage transactions, entertainment shows, and retail transactions.
The transaction price for a casino wager is the difference between gaming wins and losses (“net win”). In certain circumstances, the Company offers discounts on markers, which is estimated based upon historical business practice, and recorded as a reduction of casino revenue. Commissions rebated to gaming promoters and VIP players at MGM China are also recorded as a reduction of casino revenue. The Company accounts for casino revenue on a portfolio basis given the similar characteristics of wagers by recognizing net win per gaming day versus on an individual wager basis.
For casino wager transactions that include other goods and services provided by the Company to gaming patrons on a discretionary basis to incentivize gaming, the Company allocates revenue from the casino wager transaction to the good or service delivered based upon standalone selling price (“SSP”). Discretionary goods and services provided by the Company and supplied by third parties are recognized as an operating expense.
For casino wager transactions that include incentives earned by customers under the Company’s loyalty programs, the Company allocates a portion of net win based upon the SSP of such incentive (less estimated breakage). This allocation is deferred and recognized as revenue when the customer redeems the incentive. When redeemed, revenue is recognized in the department that provides the goods or service. Redemption of loyalty incentives at third-party outlets are deducted from the loyalty liability and amounts owed are paid to the third party, with any discount received recorded as other revenue. After allocating revenue to other goods and services provided as part of casino wager transactions, the Company records the residual amount to casino revenue.
The transaction price of rooms, food and beverage, and retail contracts is the net amount collected from the customer for such goods and services. The transaction price for such contracts is recorded as revenue when the good or service is transferred to the customer over their stay at the hotel or when the delivery is made for the food & beverage and retail & other contracts. Sales and usage-based taxes are excluded from revenues. For some arrangements, the Company acts as an agent in that it arranges for another party to transfer goods and services and the Company is not the controlling entity, which primarily include certain of the Company’s entertainment shows and, in certain jurisdictions, the Company’s arrangement with BetMGM for online sports betting and iGaming.
The Company also has other contracts that include multiple goods and services, such as packages that bundle food, beverage, or entertainment offerings with hotel stays and convention services. For such arrangements, the Company allocates revenue to each good or service based on its relative SSP. The Company primarily determines the SSP of rooms, food and beverage, entertainment, and retail goods and services based on the amount that the Company charges when sold separately in similar circumstances to similar customers.
Contract and Contract-Related Liabilities. There may be a difference between the timing of cash receipts from the customer and the recognition of revenue, resulting in a contract or contract-related liability. The Company generally has three types of liabilities related to contracts with customers: (1) outstanding chip liability, which represents the amounts owed in exchange for gaming chips held by a customer, (2) loyalty program obligations, which represents the deferred allocation of revenue relating to loyalty program incentives earned, and (3) customer advances and other, which is primarily funds deposited by customers before gaming play occurs (“casino front money”) and advance payments on goods and services yet to be provided such as advance ticket sales and deposits on rooms and convention space or for unpaid wagers. These liabilities are generally expected to be recognized as revenue within one year of being purchased, earned, or deposited and are recorded within “Other accrued liabilities” on the consolidated balance sheets.
The following table summarizes the activity related to contract and contract-related liabilities:
| Outstanding Chip Liability | Loyalty Program | Customer Advances and Other | ||||||||||||||||||||||||||||||||||||
| 2023 | 2022 | 2023 | 2022 | 2023 | 2022 | |||||||||||||||||||||||||||||||||
| (In thousands) | ||||||||||||||||||||||||||||||||||||||
| Balance at January 1 | $ | 185,669 | $ | 176,219 | $ | 183,602 | $ | 144,465 | $ | 816,376 | $ | 640,001 | ||||||||||||||||||||||||||
| Balance at December 31 | 211,606 | 185,669 | 201,973 | 183,602 | 766,226 | 816,376 | ||||||||||||||||||||||||||||||||
| Increase / (decrease) | $ | 25,937 | $ | 9,450 | $ | 18,371 | $ | 39,137 | $ | (50,150) | $ | 176,375 |
The December 31, 2022 balances exclude liabilities related to assets held for sale. See Note 4.
Reimbursed cost. Costs reimbursed pursuant to management services are recognized as revenue in the period it incurs the costs as this reflects when the Company performs its related performance obligation and is entitled to reimbursement. Reimbursed costs in 2021 related primarily to the Company’s management of CityCenter (such management agreement was terminated upon the acquisition of CityCenter in September 2021).
Revenue by source. The Company presents the revenue earned disaggregated by the type or nature of the good or service (casino, room, food and beverage, and entertainment, retail and other) and by relevant geographic region within Note 17.
Leases. The Company determines if an arrangement is or contains a lease at inception or modification of the arrangement. An arrangement is or contains a lease if there are identified assets and the right to control the use of an identified asset is conveyed for a period of time in exchange for consideration. Control over the use of the identified asset means the lessee has both the right to obtain substantially all of the economic benefits from the use of the asset and the right to direct the use of the asset.
The Company classifies a lease with terms greater than twelve months as either operating or finance. At commencement, the right-of-use (“ROU”) assets and lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term. The initial measurement of ROU assets also includes any prepaid lease payments and are reduced by any previously accrued deferred rent. When available, such as for the Company’s triple-net operating leases for which the lessor has provided its implicit rate or provided the assumptions required for the Company to readily determine the rate implicit in the lease, the Company uses the rate implicit in the lease to discount lease payments to present value. However, for most of the Company’s leases, such as its ground subleases and equipment leases, the Company cannot readily determine the implicit rate. Accordingly, the Company uses its incremental borrowing rate to discount the lease payments for such leases based on the information available at the commencement date. Lease terms include options to extend or terminate the lease when it is reasonably certain that such option will be exercised. The Company’s triple-net operating leases each contain renewal periods at the Company’s option, each of which are not considered to be reasonably certain of being exercised. Many of the Company’s leases include fixed rental escalation clauses that are factored into the determination of lease payments. For operating leases, lease expense for minimum lease payments is recognized on a straight-line basis over the expected lease term. For finance leases, the ROU asset depreciates on a straight-line basis over the shorter of the lease term or useful life of the ROU asset and the lease liability accretes interest based on the interest method using the discount rate determined at lease commencement. Refer to Note 11 for discussion of leases under which the Company is a lessee.
The Company is a lessor under certain other lease arrangements. 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. Lease revenues from third-party tenants include $78 million, $72 million and $43 million recorded within food and beverage revenue for 2023, 2022 and 2021, respectively, and $114 million, $118 million and $85 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.
Advertising. The Company expenses advertising costs as incurred. Advertising expense that primarily relates to media placement costs and which is generally included in general and administrative expenses, was $299 million, $235 million and $121 million for 2023, 2022 and 2021, respectively.
Corporate expense. Corporate expense represents unallocated payroll, professional fees and various other expenses not directly related to the Company’s property operations. In addition, corporate expense includes the costs associated with the Company’s evaluation and pursuit of new business opportunities, which are expensed as incurred.
Preopening and start-up expenses. Preopening and start-up costs, including organizational costs, are expensed as incurred. Costs classified as preopening and start-up expenses include payroll, outside services, advertising, and other expenses related to new or start-up operations.
Property transactions, net. The Company classifies transactions such as write-downs and impairments, demolition costs, and normal gains and losses on the sale of assets as “Property transactions, net.” See Note 16 for a detailed discussion of these amounts.
Redeemable noncontrolling interest. Noncontrolling interests with redemption features, such as put rights, that are not exclusively in the Company’s control, are considered redeemable noncontrolling interests. Redeemable noncontrolling interests are presented outside of stockholders’ equity within the mezzanine section of the accompanying consolidated balance sheets. The interests are initially accounted for at fair value and subsequently adjusted to the greater of the redemption value and carrying value (initial fair value adjusted for attributed net income (loss) and distributions, as applicable). The Company records such adjustments to capital in excess of par value.
During 2023, 2022, and 2021, the Company purchased $138 million, $21 million, and $1 million of interests from its redeemable noncontrolling interest parties, respectively.
Income per share of common stock. The table below reconciles basic and diluted income per share of common stock. Diluted net income attributable to common stockholders includes adjustments for redeemable noncontrolling interests. Diluted weighted average common and common equivalent shares include adjustments for potential dilution of stock-based awards outstanding under the Company’s stock compensation plan.
| Year Ended December 31, | ||||||||||||||||||||
| 2023 | 2022 | 2021 | ||||||||||||||||||
| Numerator: | (In thousands) | |||||||||||||||||||
| Net income attributable to MGM Resorts International | $ | 1,142,180 | $ | 1,473,093 | $ | 1,254,370 | ||||||||||||||
| Adjustment related to redeemable noncontrolling interests | 2,128 | (31,888) | (78,298) | |||||||||||||||||
| Net income available to common stockholders - basic and diluted | $ | 1,144,308 | $ | 1,441,205 | $ | 1,176,072 | ||||||||||||||
| Denominator: | ||||||||||||||||||||
| Weighted-average common shares outstanding - basic | 354,926 | 409,201 | 481,930 | |||||||||||||||||
| Potential dilution from stock-based awards | 3,701 | 3,792 | 5,426 | |||||||||||||||||
| Weighted-average common and common equivalent shares - diluted | 358,627 | 412,993 | 487,356 | |||||||||||||||||
| Antidilutive stock-based awards excluded from the calculation of diluted earnings per share | 353 | 603 | 198 |
Currency translation. The Company translates the financial statements of foreign subsidiaries that are not denominated in U.S. dollars. Balance sheet accounts are translated at the exchange rate in effect at each balance sheet date. Income statement accounts are translated at the average rate of exchange prevailing during the period. Translation adjustments resulting from this process are recorded to other comprehensive income (loss). Foreign currency transaction gain or loss from remeasurements are recorded to other non-operating income (expense).
Accumulated other comprehensive income (loss). Comprehensive income (loss) includes net income (loss) and all other non-stockholder changes in equity, or other comprehensive income (loss). Elements of the Company’s accumulated other comprehensive income (loss) are reported in the consolidated statements of stockholders’ equity.
Share repurchases. Shares repurchased pursuant to the Company’s share repurchase plans are retired upon purchase. The cost of the repurchases in excess of the aggregate par value of the shares reduces capital in excess of par value, to the extent available, with any residual cost applied against retained earnings.
Recently issued accounting standards. In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update 2023-07, “Improvements to Reportable Segment Disclosures,” (“ASU 2023-07”), which is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, and requires retrospective application to all prior periods presented in the financial statements. ASU 2023-07 provides for improved financial reporting by requiring disclosure of incremental segment information to enable investors to develop more decision-useful financial analyses. The Company is currently assessing the impact that adoption of this new accounting guidance will have on its consolidated financial statements and footnote disclosures.
In December 2023, the FASB issued Accounting Standards Update 2023-09, “Improvements to Income Tax Disclosures,” (“ASU 2023-09”), which is effective for annual periods beginning after December 15, 2024. ASU 2023-09 intends to enhance the transparency as well as usefulness of income tax disclosures, primarily related to the rate reconciliation and income taxes paid. The Company is currently assessing the impact that adoption of this new accounting guidance will have on its consolidated financial statements and footnote disclosures.
NOTE 3 — ACCOUNTS RECEIVABLE, NET
Accounts receivable, net consisted of the following:
| December 31, | ||||||||||||||
| 2023 | 2022 | |||||||||||||
| (In thousands) | ||||||||||||||
| Casino | $ | 567,766 | $ | 500,986 | ||||||||||
| Hotel | 301,833 | 273,327 | ||||||||||||
| Other | 190,012 | 191,102 | ||||||||||||
| 1,059,611 | 965,415 | |||||||||||||
| Less: Loss reserves | (130,476) | (113,266) | ||||||||||||
| $ | 929,135 | $ | 852,149 |
Loss reserves consisted of the following:
| Balance at Beginning of Period | Expected Credit Losses | Write-offs, Net of Recoveries | Balance at End of Period | |||||||||||||||||||||||
| Loss reserves: | (In thousands) | |||||||||||||||||||||||||
| Year Ended December 31, 2023 | $ | 113,266 | $ | 48,984 | $ | (31,774) | $ | 130,476 | ||||||||||||||||||
| Year Ended December 31, 2022 | 128,348 | 22,738 | (37,820) | 113,266 | ||||||||||||||||||||||
| Year Ended December 31, 2021 | $ | 126,589 | $ | 21,852 | $ | (20,093) | $ | 128,348 |
NOTE 4 — ACQUISITIONS AND DIVESTITURES
Push Gaming acquisition. On August 31, 2023, LeoVegas acquired 86% of digital gaming developer, Push Gaming Holding Limited (“Push Gaming”) for total consideration of $145 million, which was preliminarily allocated, as of December 31, 2023, to $126 million of goodwill and $40 million of amortizable intangible assets.
LeoVegas acquisition. On May 2, 2022, the Company commenced a public offer to the shareholders of LeoVegas to tender 100% of the shares at a price of SEK 61 in cash per share. On September 7, 2022, the Company completed its tender offer and acquired 65% of the outstanding shares of LeoVegas and, at the completion of an extended acceptance period on September 22, 2022, acquired an additional 2% of outstanding shares, for an aggregate cash tender price of $370 million. During the tender offer period, the Company had acquired 31% of outstanding shares in open market purchases that had an acquisition-date fair value of approximately $172 million. 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 in cash in connection with squeeze-out proceedings during the second quarter of 2023. The acquisition provided 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. 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 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) | ||||
| $ | 555,695 |
The operating results for LeoVegas are included in the consolidated statements of operations from the date of acquisition. LeoVegas’s net revenue, operating loss, and net loss for the period from September 7, 2022 through December 31, 2022 were $133 million, $13 million, and $15 million, respectively.
The Cosmopolitan acquisition. On May 17, 2022, the Company acquired 100% of the equity interests in the entities that own the operations of The Cosmopolitan for cash consideration of $1.625 billion plus working capital adjustments for a total purchase price of approximately $1.7 billion. The acquisition expanded the Company’s customer base and provided 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) | ||||
| $ | 1,690,486 |
The operating results for The Cosmopolitan are included in the consolidated statements of operations from the date of acquisition. The Cosmopolitan’s net revenue, operating income, and net income for the period from May 17, 2022 through December 31, 2022 were $783 million, $117 million and $117 million, respectively.
CityCenter acquisition. On September 27, 2021, the Company acquired the 50% ownership interest in the holding company of Aria and Vdara, CityCenter Holdings, LLC (“CityCenter”), from Infinity World Development Corp, a wholly owned subsidiary of Dubai World, a Dubai, United Arab Emirates government decree entity, for cash consideration of $2.125 billion. Prior to the acquisition, the Company held a 50% ownership interest, which was accounted for under the equity method. Through the acquisition, the Company obtained 100% of the equity interests and, therefore, consolidated CityCenter as of September 27, 2021. The fair value of the equity interests was determined by the transaction price and equaled $4.25 billion. The carrying value of the Company’s equity method investment was less than its share of the fair value of CityCenter at the acquisition date, resulting in a net gain of $1.6 billion upon consolidation, which was recognized as “Gain on consolidation of CityCenter, net” on the consolidated statements of operations.
On September 28, 2021, the Company sold the real estate assets of Aria and Vdara for cash consideration of $3.89 billion and entered into a lease agreement pursuant to which the Company leases back the real property. See Note 11 for discussion of the lease.
CityCenter’s net revenue, operating income, and net income for the period from September 27, 2021 through December 31, 2021 were $367 million, $69 million, and $68 million, respectively.
Unaudited pro forma information - CityCenter and The Cosmopolitan acquisitions. The following unaudited pro forma consolidated financial information for the Company has been prepared assuming the Company’s acquisition of its controlling interest of CityCenter had occurred as of January 1, 2020 and the acquisition of The Cosmopolitan had occurred as of January 1, 2021. The pro forma information excludes the gain on consolidation of CityCenter and does not reflect transactions that occurred subsequent to acquisition, such as the Aria and Vdara real estate sale-leaseback transaction or the repayment of CityCenter’s assumed debt. The unaudited pro forma financial information below is not necessarily indicative of either future results of operations or results that might have been achieved had the acquisition been consummated as of the indicated date. Pro forma results of operations for the LeoVegas and Push Gaming acquisitions have not been included because they are not material to the consolidated results of operations.
| Year Ended December 31, | ||||||||||||||
| 2022 | 2021 | |||||||||||||
| (In thousands) | ||||||||||||||
| Net revenues | $ | 13,550,304 | $ | 11,114,592 | ||||||||||
| Net income attributable to MGM Resorts International | 1,487,247 | 185,703 |
VICI Transaction. Prior to the closing of the VICI Transaction (defined below), MGM Growth Properties LLC (“MGP”) was a consolidated subsidiary of the Company. Substantially all of its assets were owned by and substantially all of its operations were conducted through MGM Growth Properties Operating Partnership LP (“MGP OP”). MGP had two classes of common shares: Class A shares and a single Class B share. The Company owned MGP’s Class B share, through which it held a controlling interest in MGP as it was entitled to an amount of votes representing a majority of the total voting power of MGP’s shares. The Company and MGP each held MGP OP units representing limited partner interests in MGP OP. Immediately prior to the VICI Transaction, the Company owned 41.5% of MGP OP units, and MGP held the remaining 58.5% ownership interest in MGP OP.
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”).
On April 29, 2022, VICI Properties, Inc. (“VICI”) acquired MGP in a stock-for-stock transaction (such transaction, the “VICI Transaction”). MGP Class A shareholders received 1.366 shares of newly issued VICI stock in exchange for each MGP Class A share outstanding and the Company received 1.366 units of VICI OP in exchange for each MGP OP unit held by the Company. The fixed exchange ratio represents an agreed upon price of $43 per share of MGP Class A share to the five-day volume weighted average price of VICI stock as of the close of business on July 30, 2021. In connection with the exchange, VICI OP redeemed the majority of the Company’s VICI OP units for cash consideration of $4.4 billion, with the Company retaining an approximate 1% ownership interest in VICI OP that had a fair value of
approximately $375 million. MGP’s Class B share that was held by the Company was cancelled. Accordingly, the Company no longer held a controlling interest in MGP and deconsolidated MGP upon the closing of the transactions. Further, the Company entered into an amended and restated master lease with VICI as discussed in Note 11. 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 Mirage transaction. On December 19, 2022, the Company completed the sale of the operations of The Mirage to an affiliate of Seminole Hard Rock Entertainment, Inc. for cash consideration of $1.075 billion, or $1.1 billion, net of purchase price adjustments and transaction costs. At closing, the master lease between the Company and VICI was amended to remove The Mirage and to reflect a $90 million reduction in annual cash rent. The Company recognized a $1.1 billion gain recorded within “Property transactions, net.” The gain reflects the fair value of consideration received of $1.1 billion less the net carrying value of the assets and liabilities derecognized of $28 million.
The operations of The Mirage were not classified as discontinued operations because the Company concluded that the sale was not a strategic shift that had a major effect on the Company’s operations or its financial results and it did not represent a major geographic segment or product line.
Gold Strike Tunica. On February 15, 2023, the Company completed the sale of the operations of Gold Strike Tunica to CNE Gaming Holdings, LLC, 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. The Company recognized a $399 million gain recorded within “Property transactions, net.” The gain reflects the net cash consideration less the net carrying value of the assets and liabilities derecognized of $75 million.
The operations of Gold Strike Tunica were not classified as discontinued operations because the Company concluded that the sale was not a strategic shift that had a major effect on the Company’s operations or its financial results and it did not represent a major geographic segment or product line.
The major classes of assets and liabilities derecognized in connection with the VICI and The Mirage transactions in 2022 and the Gold Strike Tunica transaction in 2023 are as follows:
| VICI Transaction | The Mirage | Gold Strike Tunica | |||||||||||||||
| (In thousands) | |||||||||||||||||
| Cash and cash equivalents | $ | 25,387 | $ | 26,230 | $ | 26,911 | |||||||||||
| Accounts receivable, net | — | 22,062 | 2,466 | ||||||||||||||
| Inventories | — | 6,783 | 1,087 | ||||||||||||||
| Income tax receivable | 5,486 | — | — | ||||||||||||||
| Prepaid expenses and other | 128 | 5,520 | 1,522 | ||||||||||||||
| Property and equipment, net | 9,250,519 | 26,724 | 21,300 | ||||||||||||||
| Investments in and advances to unconsolidated affiliates | 817,901 | — | — | ||||||||||||||
| Goodwill | — | 10,249 | 40,523 | ||||||||||||||
| Other intangible assets, net | — | 3,095 | 5,700 | ||||||||||||||
| Operating lease right-of-use assets, net | 236,255 | 1,316,086 | 507,231 | ||||||||||||||
| Other long-term assets, net | 3,991 | 5,377 | 1,251 | ||||||||||||||
| Total assets | $ | 10,339,667 | $ | 1,422,126 | $ | 607,991 | |||||||||||
| Accounts payable | $ | 1,136 | $ | 4,740 | $ | 1,657 | |||||||||||
| Accrued interest on long-term debt | 68,150 | — | — | ||||||||||||||
| Other accrued liabilities | 4,057 | 56,256 | 13,778 | ||||||||||||||
| Deferred income taxes, net | 1,284 | — | — | ||||||||||||||
| Long-term debt, net | 4,259,473 | — | — | ||||||||||||||
| Operating lease liabilities | 336,689 | 1,327,571 | 516,136 | ||||||||||||||
| Other long-term obligations | — | 5,554 | 1,707 | ||||||||||||||
| Total liabilities | $ | 4,670,789 | $ | 1,394,121 | $ | 533,278 |
NOTE 5 — PROPERTY AND EQUIPMENT, NET
Property and equipment, net consisted of the following:
| December 31, | ||||||||||||||
| 2023 | 2022 | |||||||||||||
| (In thousands) | ||||||||||||||
| Land | $ | 489,710 | $ | 438,954 | ||||||||||
| Buildings, building improvements and land improvements | 4,910,701 | 4,513,319 | ||||||||||||
| Furniture, fixtures and equipment | 4,633,734 | 4,386,745 | ||||||||||||
| Construction in progress | 506,242 | 647,256 | ||||||||||||
| 10,540,387 | 9,986,274 | |||||||||||||
| Less: Accumulated depreciation | (5,176,626) | (4,912,917) | ||||||||||||
| Finance lease ROU assets, net | 85,783 | 150,571 | ||||||||||||
| $ | 5,449,544 | $ | 5,223,928 |
NOTE 6 — INVESTMENTS IN AND ADVANCES TO UNCONSOLIDATED AFFILIATES
Investments in and advances to unconsolidated affiliates consisted of the following:
| December 31, | ||||||||||||||
| 2023 | 2022 | |||||||||||||
| (In thousands) | ||||||||||||||
| BetMGM (50%) | $ | — | $ | 31,760 | ||||||||||
| Other | 240,803 | 141,279 | ||||||||||||
| $ | 240,803 | $ | 173,039 |
The Company’s share of losses of BetMGM in excess of its equity method investment balance is $5 million as of December 31, 2023.
The Company recorded its share of income (loss) from unconsolidated affiliates, including adjustments for basis differences, as follows:
| Year Ended December 31, | ||||||||||||||||||||
| 2023 | 2022 | 2021 | ||||||||||||||||||
| (In thousands) | ||||||||||||||||||||
| Income (loss) from unconsolidated affiliates | $ | (62,104) | $ | (160,213) | $ | 84,823 | ||||||||||||||
| Non-operating items from unconsolidated affiliates | (1,032) | (23,457) | (83,243) | |||||||||||||||||
| $ | (63,136) | $ | (183,670) | $ | 1,580 |
The following table summarizes information related to the Company’s share of operating income (loss) from unconsolidated affiliates:
| Year Ended December 31, | ||||||||||||||||||||
| 2023 | 2022 | 2021 | ||||||||||||||||||
| (In thousands) | ||||||||||||||||||||
| CityCenter (through September 26, 2021) | $ | — | $ | — | $ | 128,127 | ||||||||||||||
| MGP BREIT Venture (through April 29, 2022) | — | 51,051 | 155,817 | |||||||||||||||||
| BetMGM | (90,894) | (234,464) | (211,182) | |||||||||||||||||
| Other | 28,790 | 23,200 | 12,061 | |||||||||||||||||
| $ | (62,104) | $ | (160,213) | $ | 84,823 |
Refer to Note 4 for discussion of the acquisition and consolidation of CityCenter in September 2021. In connection with the VICI Transaction in April 2022, the Company deconsolidated MGP, and, accordingly, derecognized the assets and liabilities of MGP, which included MGP OP’s investment in MGP BREIT Venture.
MGP BREIT Venture distributions. During the years ended December 31, 2022, and 2021, MGP OP received $32 million and $94 million, respectively, in distributions from MGP BREIT Venture.
BetMGM contributions. During the years ended December 31, 2023, 2022, and 2021, the Company contributed $50 million, $225 million, and $225 million to BetMGM, respectively.
CityCenter sale of Harmon land. In June 2021, CityCenter closed the sale of its Harmon land for $80 million on which it recorded a $30 million gain. The Company correspondingly recorded a $50 million gain, which included $15 million of its 50% share of the gain recorded by CityCenter and $35 million representing the reversal of certain basis differences.
Other. During the year ended December 31, 2021, the Company recognized other-than-temporary impairment charges of $22 million within “Property transactions, net” in the consolidated statements of operations related to investments in unconsolidated affiliates previously classified within “Other” in the “Investments in and advances to unconsolidated affiliates” table above.
NOTE 7 — GOODWILL AND OTHER INTANGIBLE ASSETS
Goodwill and other intangible assets consisted of the following:
| December 31, | ||||||||||||||
| 2023 | 2022 | |||||||||||||
| (In thousands) | ||||||||||||||
| Goodwill | $ | 5,165,694 | $ | 5,029,312 | ||||||||||
| Indefinite-lived intangible assets: | ||||||||||||||
| Trademarks | $ | 759,468 | $ | 754,431 | ||||||||||
| Gaming rights and other | 382,235 | 385,060 | ||||||||||||
| Total indefinite-lived intangible assets | 1,141,703 | 1,139,491 | ||||||||||||
| Finite-lived intangible assets: | ||||||||||||||
| MGM Grand Paradise gaming subconcession | — | 4,519,486 | ||||||||||||
| Less: Accumulated amortization | — | (4,519,486) | ||||||||||||
| — | — | |||||||||||||
| Customer lists | 306,627 | 283,232 | ||||||||||||
| Less: Accumulated amortization | (107,082) | (60,055) | ||||||||||||
| 199,545 | 223,177 | |||||||||||||
| Gaming rights | 333,191 | 106,600 | ||||||||||||
| Less: Accumulated amortization | (63,086) | (33,316) | ||||||||||||
| 270,105 | 73,284 | |||||||||||||
| Technology and other | 154,469 | 129,061 | ||||||||||||
| Less: Accumulated amortization | (41,240) | (13,761) | ||||||||||||
| 113,229 | 115,300 | |||||||||||||
| Total finite-lived intangible assets, net | 582,879 | 411,761 | ||||||||||||
| Total other intangible assets, net | $ | 1,724,582 | $ | 1,551,252 |
Goodwill. A summary of changes in the Company’s goodwill is as follows:
| 2023 | ||||||||||||||||||||||||||||||||
| Balance at January 1 | Acquisitions/Divestitures | Reclassifications | Currency exchange | Balance at December 31 | ||||||||||||||||||||||||||||
| (In thousands) | ||||||||||||||||||||||||||||||||
| Las Vegas Strip Resorts | $ | 2,707,009 | $ | — | $ | — | $ | — | $ | 2,707,009 | ||||||||||||||||||||||
| Regional Operations | 660,940 | — | — | — | 660,940 | |||||||||||||||||||||||||||
| MGM China | 1,350,878 | — | — | (1,522) | 1,349,356 | |||||||||||||||||||||||||||
| Corporate and other | 310,485 | 125,612 | — | 12,292 | 448,389 | |||||||||||||||||||||||||||
| $ | 5,029,312 | $ | 125,612 | $ | — | $ | 10,770 | $ | 5,165,694 |
| 2022 | ||||||||||||||||||||||||||||||||
| Balance at January 1 | Acquisitions | Reclassifications | Currency exchange | Balance at December 31 | ||||||||||||||||||||||||||||
| (In thousands) | ||||||||||||||||||||||||||||||||
| Las Vegas Strip Resorts | $ | 1,427,790 | $ | 1,279,219 | $ | — | $ | — | $ | 2,707,009 | ||||||||||||||||||||||
| Regional Operations | 701,463 | — | (40,523) | — | 660,940 | |||||||||||||||||||||||||||
| MGM China | 1,351,744 | — | — | (866) | 1,350,878 | |||||||||||||||||||||||||||
| Corporate and other | — | 288,367 | — | 22,118 | 310,485 | |||||||||||||||||||||||||||
| $ | 3,480,997 | $ | 1,567,586 | $ | (40,523) | $ | 21,252 | $ | 5,029,312 |
Refer to Note 4 for discussion on acquisitions, divestitures, and assets held for sale (reclassifications).
MGM Grand Paradise gaming subconcession and gaming concession. Pursuant to the agreement dated April 19, 2005 between MGM Grand Paradise and SJM Resorts S.A. (formerly Sociedade de Jogos de Macau, S.A.), a gaming subconcession was acquired by MGM Grand Paradise for the right to operate casino games of chance and other casino games for a period commencing on April 20, 2005 through March 31, 2020. Pursuant to the then-existing Macau gaming law, upon reaching the maximum duration foreseen in the law (up to a maximum term of 20 years), the term of the concessions may be extended one or more times by order of the Chief Executive, which period may not exceed, in total, 5 years. In 2019, MGM Grand Paradise’s subconcession term was extended from March 31, 2020 to June 26, 2022, consistent with the expiration of the other concessionaires and subconcessionaires. On June 23, 2022, MGM Grand Paradise entered into an addendum to its subconcession pursuant to which its gaming subconcession was extended to December 31, 2022. In connection with the extension, MGM Grand Paradise paid the Macau government MOP 47 million (approximately $6 million).
In June 2022, new Macau gaming law was enacted under which the existing subconcessions were discontinued and a maximum of six concessions were to be awarded for a term to be specified in the concession contract that may not exceed 10 years and which may be extended by three years under certain exceptional circumstances. The enactment of the new gaming law preceded the public tender for the awarding of new gaming concessions. On December 16, 2022, MGM Grand Paradise was awarded a ten-year concession contract to permit the operation of games of chance or other games in casinos in Macau which commenced on January 1, 2023.
As the enactment of the new Macau gaming law in June 2022 provided for material changes to the legal form of gaming concessions in Macau, including discontinuing and prohibiting gaming subconcessions subsequent to their expiration, and also included material changes to the rights and obligations provided for under the new gaming concessions, the Company determined that the MGM Grand Paradise gaming subconcession and new gaming concession are two separate units of account.
Further, as the material changes in the legal and regulatory environment could have an adverse effect on the value of MGM Grand Paradise’s gaming subconcession, the Company concluded that a triggering event had occurred under ASC 360 in June 2022 for the MGM China asset group. The Company compared the estimated undiscounted cash flows of the asset group to its carrying value and determined that the undiscounted cash flows significantly exceeded the carrying value and, therefore, no impairment was indicated.
Additionally, in June 2022, the Company reassessed the useful life of the gaming subconcession intangible asset and determined that, given the new gaming law and the resulting changes described above, the useful life would no longer be based on the initial term of the MGM Cotai land concession, which ends in January 2038, and that the useful life should be revised to align with the cessation of the subconcession rights that occurred at the end of the contractual term of the gaming subconcession, which ended on December 31, 2022. Accordingly, amortization of the MGM Grand Paradise gaming subconcession was recognized on a straight-line basis over its reduced useful life. The gaming subconcession was fully amortized as of December 31, 2022.
Pursuant to the gaming concession contract, 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. Upon the commencement of the gaming concession, the gaming assets were temporarily transferred to MGM Grand Paradise for the duration of the concession term in return for annual payments determined by square meters of the reverted casino areas.
Accordingly, upon commencement of the gaming concession contract on January 1, 2023, MGM Grand Paradise recorded an intangible asset, included within “Gaming rights” above, of $226 million for the right to conduct gaming and operate the reverted gaming equipment and gaming areas and a corresponding liability for the in-substance consideration to be paid over the concession term for such rights, which is the unconditional obligation of the fixed and variable annual premiums, as well as the payments relating to the use of the reverted gaming assets. 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 $214 million of the remaining liability was recorded within “Other accrued liabilities” and “Other long-term liabilities,” respectively, in the consolidated balance sheets as of December 31, 2023. The gaming concession intangible asset is being amortized on a straight-line basis over the ten-year term of the gaming concession contract. The fully amortized gaming subconcession intangible asset was
derecognized upon the expiration of the gaming subconcession and corresponding commencement of the gaming concession contract.
Amortization expense. Amortization expense related to intangible assets was $103 million, $2.7 billion and $197 million for 2023, 2022, and 2021, respectively. As of December 31, 2023, estimated future amortization is as follows:
| Years ending December 31, | (In thousands) | |||||||
| 2024 | $ | 106,484 | ||||||
| 2025 | 104,587 | |||||||
| 2026 | 102,212 | |||||||
| 2027 | 83,819 | |||||||
| 2028 | 48,389 | |||||||
| Thereafter | 137,388 | |||||||
| $ | 582,879 |
NOTE 8 — OTHER ACCRUED LIABILITIES
Other accrued liabilities consisted of the following:
| December 31, | ||||||||||||||
| 2023 | 2022 | |||||||||||||
| (In thousands) | ||||||||||||||
| Contract and contract-related liabilities: | ||||||||||||||
| Outstanding chip liability | $ | 211,606 | $ | 185,669 | ||||||||||
| Loyalty program obligations | 201,973 | 183,602 | ||||||||||||
| Casino front money | 249,877 | 265,565 | ||||||||||||
| Advance deposits and ticket sales | 316,345 | 346,651 | ||||||||||||
| Unpaid wagers and other | 200,004 | 204,160 | ||||||||||||
| Other accrued liabilities: | ||||||||||||||
| Payroll and related | 628,158 | 478,051 | ||||||||||||
| Taxes, other than income taxes | 390,890 | 211,756 | ||||||||||||
| Operating lease liabilities - current (Refer to Note 11) | 74,988 | 53,981 | ||||||||||||
| Finance lease liabilities - current (Refer to Note 11) | 9,166 | 72,420 | ||||||||||||
| Other | 321,170 | 234,468 | ||||||||||||
| $ | 2,604,177 | $ | 2,236,323 |
NOTE 9 — LONG-TERM DEBT
Long-term debt consisted of the following:
| December 31, | ||||||||||||||
| 2023 | 2022 | |||||||||||||
| (In thousands) | ||||||||||||||
| MGM China first revolving credit facility | $ | 371,300 | $ | 1,249,744 | ||||||||||
| MGM China second revolving credit facility | — | 224,313 | ||||||||||||
| LeoVegas senior notes, due 2023 | — | 36,580 | ||||||||||||
| 6% senior notes, due 2023 | — | 1,250,000 | ||||||||||||
| 5.375% MGM China senior notes, due 2024 | 750,000 | 750,000 | ||||||||||||
| 6.75% senior notes, due 2025 | 750,000 | 750,000 | ||||||||||||
| 5.75% senior notes, due 2025 | 675,000 | 675,000 | ||||||||||||
| 5.25% MGM China senior notes, due 2025 | 500,000 | 500,000 | ||||||||||||
| 5.875% MGM China senior notes, due 2026 | 750,000 | 750,000 | ||||||||||||
| 4.625% senior notes, due 2026 | 400,000 | 400,000 | ||||||||||||
| 5.5% senior notes, due 2027 | 675,000 | 675,000 | ||||||||||||
| 4.75% MGM China senior notes, due 2027 | 750,000 | 750,000 | ||||||||||||
| 4.75% senior notes, due 2028 | 750,000 | 750,000 | ||||||||||||
| 7% debentures, due 2036 | 552 | 552 | ||||||||||||
| 6,371,852 | 8,761,189 | |||||||||||||
| Less: Premiums, discounts, and unamortized debt issuance costs, net | (28,042) | (41,899) | ||||||||||||
| 6,343,810 | 8,719,290 | |||||||||||||
| Less: Current portion | — | (1,286,473) | ||||||||||||
| $ | 6,343,810 | $ | 7,432,817 |
MGM China's senior notes due within one year of the December 31, 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.
Interest expense, net consisted of the following:
| Year Ended December 31, | ||||||||||||||||||||
| 2023 | 2022 | 2021 | ||||||||||||||||||
| (In thousands) | ||||||||||||||||||||
| Total interest incurred | $ | 463,175 | $ | 595,692 | $ | 800,156 | ||||||||||||||
| Interest capitalized | (2,882) | (738) | (563) | |||||||||||||||||
| $ | 460,293 | $ | 594,954 | $ | 799,593 |
Senior secured credit facility. In November 2021, the Company terminated its previous revolving facility and entered into a new $1.675 billion revolving credit facility maturing in November 2026. The revolving credit facility bears interest of SOFR plus 1.50% to 2.25% determined by reference to a rent adjusted total net leverage ratio pricing grid. At December 31, 2023, no amounts were drawn.
The Company's senior secured credit facility is guaranteed by each of the Company’s existing direct and indirect wholly-owned material domestic restricted subsidiaries, subject to certain exclusions. The senior secured credit facility is secured by a pledge of the equity in certain of the Company's domestic operating properties. Mandatory prepayments will be required upon the occurrence of certain events, including sales of certain assets, subject to certain exceptions. The Company’s senior secured credit facility also contains customary representations and warranties, events of default and positive and negative covenants. The Company was in compliance with its credit facility covenants at December 31, 2023.
In February 2024, the Company amended its senior secured credit facility to increase the facility to $2.3 billion and extend the maturity date to February 2029.
MGP OP senior secured credit facility. In April 2022, MGP OP senior secured credit facility was derecognized in connection with the deconsolidation of MGP as a result of the VICI Transaction.
MGP OP was party to interest rate swaps to mitigate the effects of interest rate volatility inherent in its variable rate debt as well as forecasted debt issuances. In March 2022, MGP OP terminated its interest rate swap agreements.
MGM China first revolving credit facility. At December 31, 2023, the MGM China first revolving credit facility consisted of a HK$9.75 billion (approximately $1.2 billion) unsecured revolving credit facility. The MGM China first revolving credit facility bears interest at a fluctuating rate per annum based on Hong Kong Interbank Offered Rate (“HIBOR”) plus 1.625% to 2.75%, as determined by MGM China’s leverage ratio. At December 31, 2023, the weighted average interest rate was 8.57%. 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. Due to the impact of the novel 2019 coronavirus (“COVID-19”), in February 2021, MGM China amended its first revolving credit agreement to provide for a waiver of its maximum leverage ratio and its minimum interest coverage ratio through the fourth quarter of 2022. In February 2022, MGM China further amended its first revolving credit facility to extend the financial covenant waivers through its previous maturity in May 2024. 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 December 31, 2023.
MGM China second revolving credit facility. At December 31, 2023, the MGM China second revolving credit facility consisted of a HK$4.6 billion (approximately $588 million) unsecured revolving credit facility with an option to increase the amount of the facility up to HK$5.85 billion (approximately $749 million) subject to certain conditions. The option to increase the amount of the facility was partially exercised in August 2023, increasing the facility by HK$205 million (approximately $26 million); in October 2023, increasing the facility by HK$1.17 billion (approximately $150 million); and in December 2023, increasing the facility by HK$100 million (approximately $13 million). At December 31, 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 credit facility bears interest at a fluctuating rate per annum based on HIBOR plus 1.625% to 2.75%, as determined by MGM China’s leverage ratio.
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 2021, MGM China amended its second credit facility agreement to provide for a waiver of its maximum leverage ratio and its minimum interest coverage ratio through the fourth quarter of 2022. In February 2022, MGM China further amended its second revolving credit facility to extend the financial covenant waivers through its previous maturity in May 2024. 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 December 31, 2023.
LeoVegas revolving credit facility. Upon the Company’s acquisition of LeoVegas, the LeoVegas revolving credit facility consisted of a €40 million revolving facility, which was fully drawn. The LeoVegas revolving credit facility contained a change-of-control provision which required repayment of the facility within 60 days following a change-of-control event. As the Company’s acquisition of LeoVegas triggered the change-of-control provision, the revolving credit facility was fully repaid in November 2022.
CityCenter senior credit facility. In connection with the CityCenter acquisition in 2021, the Company assumed $1.7 billion of CityCenter's indebtedness, which was repaid and extinguished in September 2021 with cash on hand.
Senior notes. In March 2023, the Company repaid its $1.25 billion 6% notes due 2023 upon maturity. In March 2022, the Company repaid its $1.0 billion 7.75% notes due 2022 upon maturity.
MGP OP senior notes. In April 2022, MGP OP senior secured credit facility and the senior notes of MGP OP were derecognized in connection with the deconsolidation of MGP as a result of the VICI Transaction.
MGM China senior notes. In March 2021, MGM China issued $750 million in aggregate principal amount of 4.75% senior notes due 2027 at an issue price of 99.97%.
LeoVegas senior notes. Upon the Company’s acquisition of LeoVegas in 2022, LeoVegas had senior unsecured notes of SEK 700 million (approximately $65 million) in aggregate principal outstanding with an option to increase the issuance to SEK 800 million (approximately $74 million). The senior unsecured notes contained change-of-control provisions which provided for the holders to request that all or a portion of the principal amount held be repurchased at a price of 101%, together with accrued interest, during a period following notice. In connection with the change-of-control provisions, an aggregate of SEK 319 million (approximately $30 million) of senior unsecured notes were repurchased in November and December 2022. In August 2023, LeoVegas repaid its remaining outstanding senior unsecured notes totaling SEK 382 million (approximately $36 million).
Maturities of long-term debt. The maturities of the principal amount of the Company’s long-term debt as of December 31, 2023 are as follows:
| Year ending December 31, | (In thousands) | |||||||
| 2024 | $ | 750,000 | ||||||
| 2025 | 1,925,000 | |||||||
| 2026 | 1,521,300 | |||||||
| 2027 | 1,425,000 | |||||||
| 2028 | 750,000 | |||||||
| Thereafter | 552 | |||||||
| $ | 6,371,852 |
Fair value of long-term debt. The estimated fair value of the Company’s long-term debt was $6.3 billion and $8.4 billion at December 31, 2023 and 2022, respectively.
NOTE 10 — INCOME TAXES
The Company recognizes deferred income tax assets, net of applicable reserves, related to net operating losses, tax credit carryforwards and certain temporary differences. The Company recognizes future tax benefits to the extent that realization of such benefit is more likely than not. Otherwise, a valuation allowance is applied.
Income (loss) before income taxes for domestic and foreign operations consisted of the following:
| Year Ended December 31, | ||||||||||||||||||||
| 2023 | 2022 | 2021 | ||||||||||||||||||
| (In thousands) | ||||||||||||||||||||
| Domestic operations | $ | 1,214,888 | $ | 4,251,418 | $ | 2,094,324 | ||||||||||||||
| Foreign operations | 257,875 | (3,347,619) | (632,520) | |||||||||||||||||
| $ | 1,472,763 | $ | 903,799 | $ | 1,461,804 |
The benefit (provision) for income taxes attributable to income (loss) before income taxes is as follows:
| Year Ended December 31, | ||||||||||||||||||||
| 2023 | 2022 | 2021 | ||||||||||||||||||
| Federal: | (In thousands) | |||||||||||||||||||
| Current | $ | (259,128) | $ | (206,426) | $ | (8,984) | ||||||||||||||
| Deferred (excluding separate components) | (48,363) | (678,371) | (189,657) | |||||||||||||||||
| Deferred – valuation allowance change | 153,768 | 5,346 | (14,967) | |||||||||||||||||
| Other noncurrent | 10,969 | 18,326 | (14,262) | |||||||||||||||||
| Provision for federal income taxes | (142,754) | (861,125) | (227,870) | |||||||||||||||||
| State: | ||||||||||||||||||||
| Current | (24,931) | (10,389) | 5 | |||||||||||||||||
| Deferred (excluding separate components) | 11,206 | (33,878) | (28,068) | |||||||||||||||||
| Deferred – operating loss carryforward | (12,219) | (15,442) | (27,936) | |||||||||||||||||
| Deferred – valuation allowance change | (2,140) | (2,345) | (601) | |||||||||||||||||
| Other noncurrent | — | — | 13,260 | |||||||||||||||||
| Provision for state income taxes | (28,084) | (62,054) | (43,340) | |||||||||||||||||
| Foreign: | ||||||||||||||||||||
| Current | 223 | (2,259) | (3,717) | |||||||||||||||||
| Deferred (excluding separate components) | 5,611 | 311,614 | 8,943 | |||||||||||||||||
| Deferred – operating loss carryforward | (57,485) | 6,331 | 5,793 | |||||||||||||||||
| Deferred – valuation allowance change | 64,650 | (89,575) | 6,776 | |||||||||||||||||
| Benefit for foreign income taxes | 12,999 | 226,111 | 17,795 | |||||||||||||||||
| $ | (157,839) | $ | (697,068) | $ | (253,415) |
A reconciliation of the federal income tax statutory rate and the Company’s effective tax rate is as follows:
| Year Ended December 31, | ||||||||||||||||||||
| 2023 | 2022 | 2021 | ||||||||||||||||||
| Federal income tax statutory rate | 21.0 | % | 21.0 | % | 21.0 | % | ||||||||||||||
| Noncontrolling interest | (0.1) | (2.4) | (3.2) | |||||||||||||||||
| Foreign income/losses taxed at other than U.S. statutory rate | (3.6) | 53.3 | 8.2 | |||||||||||||||||
| Federal valuation allowance | (10.4) | (0.6) | 1.0 | |||||||||||||||||
| State taxes, net | 1.5 | 5.5 | 2.3 | |||||||||||||||||
| Gain on consolidation of CityCenter, net | — | — | (10.1) | |||||||||||||||||
| General business credits | (1.2) | (1.5) | (0.3) | |||||||||||||||||
| Incremental U.S. tax on foreign earnings | 2.4 | — | — | |||||||||||||||||
| Permanent and other items | 1.1 | 1.8 | (1.6) | |||||||||||||||||
| 10.7 | % | 77.1 | % | 17.3 | % |
The tax-effected components of the Company’s net deferred tax liability are as follows:
| December 31, | ||||||||||||||
| 2023 | 2022 | |||||||||||||
| Deferred tax assets – federal and state: | (In thousands) | |||||||||||||
| Net operating loss carryforward | $ | 13,498 | $ | 23,151 | ||||||||||
| Accruals, reserves and other | 52,854 | 9,481 | ||||||||||||
| Lease liabilities | 5,703,953 | 5,830,582 | ||||||||||||
| Tax credits | 1,788,001 | 2,764,266 | ||||||||||||
| 7,558,306 | 8,627,480 | |||||||||||||
| Less: Valuation allowance | (1,598,291) | (2,641,770) | ||||||||||||
| 5,960,015 | 5,985,710 | |||||||||||||
| Deferred tax assets – foreign: | ||||||||||||||
| Net operating loss carryforward | 141,201 | 198,686 | ||||||||||||
| Accruals, reserves and other | 9,266 | 12,315 | ||||||||||||
| Property and equipment | 33,944 | 32,585 | ||||||||||||
| Lease liabilities | 1,270 | 1,219 | ||||||||||||
| 185,681 | 244,805 | |||||||||||||
| Less: Valuation allowance | (180,155) | (244,805) | ||||||||||||
| 5,526 | — | |||||||||||||
| Total deferred tax assets | $ | 5,965,541 | $ | 5,985,710 | ||||||||||
| Deferred tax liabilities – federal and state: | ||||||||||||||
| Property and equipment | $ | (389,854) | $ | (330,857) | ||||||||||
| Investments in unconsolidated affiliates | (584,448) | (585,275) | ||||||||||||
| Investment in equity securities | (2,234,754) | (2,236,093) | ||||||||||||
| ROU assets | (5,390,561) | (5,612,241) | ||||||||||||
| Intangibles | (197,893) | (160,991) | ||||||||||||
| (8,797,510) | (8,925,457) | |||||||||||||
| Deferred tax liabilities – foreign: | ||||||||||||||
| Intangibles | (29,028) | (29,696) | ||||||||||||
| (29,028) | (29,696) | |||||||||||||
| Total deferred tax liability | (8,826,538) | (8,955,153) | ||||||||||||
| Net deferred tax liability | $ | (2,860,997) | $ | (2,969,443) |
Deferred income tax valuation allowance consisted of the following:
| Balance at Beginning of Period | Increase | Decrease | Balance at End of Period | |||||||||||||||||||||||
| Deferred income tax valuation allowance: | (In thousands) | |||||||||||||||||||||||||
| Year Ended December 31, 2023 | $ | 2,886,575 | $ | — | $ | (1,108,129) | $ | 1,778,446 | ||||||||||||||||||
| Year Ended December 31, 2022 | 2,884,262 | 2,313 | — | 2,886,575 | ||||||||||||||||||||||
| Year Ended December 31, 2021 | 2,875,595 | 8,667 | — | 2,884,262 |
The Company has recorded a valuation allowance of $1.6 billion on its foreign tax credit (“FTC”) carryover of $1.8 billion as of December 31, 2023, resulting in an FTC net deferred tax asset of approximately $200 million. The FTCs are attributable to the Macau Special Gaming Tax, which is 35% of gross gaming revenue in Macau. The Company believes payment of the Macau Special Gaming Tax qualifies as a tax paid in lieu of an income tax that is creditable against U.S. taxes. While the Company generally does not expect to generate new FTC carryovers after the year ended December 31, 2017, it will be able to utilize its existing FTC carryovers only to the extent it has active foreign source income during the applicable 10-year FTC carryforward period. Such foreign source income includes the recapture of overall domestic losses,
which were fully utilized as of December 31, 2023. The Company relies on future U.S.-source operating income in assessing, future FTC realization during the applicable 10-year FTC carryover period. The FTC carryovers will expire if not utilized as follows: $780 million in 2024; $674 million in 2025; $134 million in 2026; and $200 million in 2027.
The Company’s assessment of the realization of its FTC deferred tax asset is based on available evidence, including assumptions concerning future U.S. operating profits and foreign source income. As a result, significant judgment is required in assessing the possible need for a valuation allowance and changes to such assumptions could result in a material change in the valuation allowance with a corresponding impact on the provision for income taxes in the period including such change.
Through the year ended December 31, 2022, MGM Grand Paradise was granted an extension of its exemption from the Macau 12% complementary tax on gaming profits (“Complementary Tax Exemption”). On January 29, 2024, MGM Grand Paradise was granted an extension of its Complementary Tax Exemption for the period of January 1, 2023 through December 31, 2027. The measurement of Macau deferred tax assets and liabilities as of December 31, 2023 was based on enacted law as of that date and assumed MGM Grand Paradise would pay the complementary tax on gaming profits for all periods beyond December 31, 2022. The impact of the retroactive Complementary Tax Exemption will be reflected in future periods.
At December 31, 2023, gross foreign net operating loss carryforwards consisted primarily of a complementary tax net operating loss (“NOL”) carryforward of $1.1 billion at MGM Grand Paradise resulting from non-gaming operations that will expire if not utilized in years 2024 through 2026. The NOL carryforward is likely to increase by $0.4 billion as a result of the retroactive Complementary Tax Exemption.
As of December 31, 2023, there is a $180 million valuation allowance on certain foreign deferred tax assets, which relates primarily to MGM Grand Paradise’s NOLs. The valuation allowance is likely to increase by approximately $50 million as a result of the retroactive Complementary Tax Exemption.
The Company has gross NOLs in some of the states in which it operates that total $209 million as of December 31, 2023, which equates to deferred tax assets of $13 million after federal tax effect and before valuation allowance. The NOL carryforwards in most of the states will expire, if not utilized, between 2025 through 2042. Otherwise, the NOL carryforward can be carried forward indefinitely. The Company has provided a valuation allowance of $10 million on some of its state deferred tax assets for the NOLs described above.
A reconciliation of the beginning and ending amounts of gross unrecognized tax benefits is as follows:
| Year Ended December 31, | ||||||||||||||||||||
| 2023 | 2022 | 2021 | ||||||||||||||||||
| (In thousands) | ||||||||||||||||||||
| Gross unrecognized tax benefits at January 1 | $ | 6,885 | $ | 19,568 | $ | 35,617 | ||||||||||||||
| Gross increases - prior period tax positions | 710 | — | 12,949 | |||||||||||||||||
| Gross decreases - prior period tax positions | — | (12,968) | (13,388) | |||||||||||||||||
| Gross increases - current period tax positions | 996 | 285 | 654 | |||||||||||||||||
| Settlements with Taxing Authorities | — | — | (16,264) | |||||||||||||||||
| Gross unrecognized tax benefits at December 31 | $ | 8,591 | $ | 6,885 | $ | 19,568 |
The total amount of unrecognized tax benefits that, if recognized, would affect the effective tax rate was $9 million and $7 million at December 31, 2023 and 2022, respectively. The Company recognizes interest and penalties related to unrecognized tax benefits in income tax expense, which were not material for each of the periods presented. The Company does not anticipate that the total amounts of unrecognized tax benefits at December 31, 2023 will change materially within the next twelve months.
The Company files income tax returns in the U.S. federal jurisdiction, various state and local jurisdictions, and foreign jurisdictions, although the income taxes paid in foreign jurisdictions are not material. As of December 31, 2023, other than adjustments resulting from the federal and state income tax audits discussed herein, the federal, state, and local tax jurisdictions in which the Company files tax returns generally cannot assess tax with respect to years ended prior to 2019. However, NOLs generated or utilized in earlier years may be subject to adjustment.
The Company's 2015 through 2019 U.S. consolidated federal income tax returns are currently under examination by the IRS. Such examination is expected to close during 2024, and the Company does not anticipate any material adjustments
upon resolution of the examination. In 2022, the Company filed a complaint with the Michigan Court of Claims appealing some of the adjustments from the Michigan examination of tax years 2014 through 2018. In 2023, the state of Michigan commenced an examination of the Company's unitary income tax returns filed in the state for tax years 2019 through 2021. The Company does not anticipate any material adjustments upon resolution of these examinations.
NOTE 11 – LEASES
The Company leases real estate, land underlying certain of its properties, and various equipment under operating and, to a lesser extent, finance lease arrangements.
Real estate assets and land. 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. 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 December 31, 2023.
Bellagio lease. The Company leases the real estate assets of Bellagio from a venture in which it has a 5% ownership interest (the “Bellagio BREIT Venture”). The Bellagio lease commenced November 15, 2019 and has an initial term of 30 years with two 10-year renewal periods, exercisable at the Company’s option, with a fixed 2% rent escalator for the first 10 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% during the 11th through 20th years and 4% thereafter. Annual cash rent payments for the fifth lease year that commenced on December 1, 2023 increased to $265 million as a result of the 2% fixed annual escalator.
Mandalay Bay and MGM Grand Las Vegas lease. The Company leases the real estate assets of Mandalay Bay and MGM Grand Las Vegas from subsidiaries of VICI. The Mandalay Bay and MGM Grand Las Vegas lease commenced February 14, 2020 and has an initial term of 30 years with two 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 fourth lease year that commenced on March 1, 2023 increased to $310 million as a result of the 2% fixed annual escalator.
Aria and Vdara lease. 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%. Annual cash rent payments for the third lease year that commenced on October 1, 2023 increased to $224 million as a result of the 2% fixed annual escalator.
The VICI lease and ground subleases. The Company leases the real estate assets of Luxor, New York-New York, Park MGM, Excalibur, The Park, MGM Grand Detroit, Beau Rivage, Borgata, Empire City, MGM National Harbor, MGM Northfield Park, and MGM Springfield from VICI. The VICI lease commenced April 29, 2022 and has an initial term of 25 years, with three 10-year renewal periods, exercisable at the Company’s option, with a fixed 2% rent escalator for the first 10 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%. Additionally, the VICI lease provides VICI with a right of first offer with respect to any further gaming development by the Company on the undeveloped land adjacent to Empire City, which VICI may exercise should the Company elect to sell the property. Annual cash rent payments for the first lease year that commenced on April 29, 2022 was $860 million. In December 2022, in connection with the sale of the operations of The Mirage, the VICI lease was amended to remove The Mirage and to reflect a $90 million reduction in annual cash rent, thereby reducing the annual cash rent payments to $770 million. In February 2023, in connection with the sale of the operations of Gold Strike Tunica, the VICI lease was amended to remove Gold Strike Tunica and to reflect a $40 million reduction in annual cash rent, thereby reducing the annual cash rent payments to $730 million. The modifications resulted in reassessment of the lease classification and remeasurement of the VICI lease, with the lease continuing to be accounted for as an operating lease and $1.3 billion of net operating lease ROU and $1.3 billion of lease liabilities allocable to The Mirage were derecognized, and $507 million of net operating lease ROU and $516 million of lease liabilities allocable to Gold Strike Tunica were derecognized (see Note 4). Annual cash rent payments for the second lease year that commenced on May 1, 2023 increased to $745 million as a result of the 2% fixed annual escalator.
The Company is required to pay the rent payments under the ground leases of the Borgata, Beau Rivage, and National Harbor through the term of the VICI lease. The ground subleases of Beau Rivage and National Harbor are classified as operating leases and the ground sublease of Borgata is classified as a finance lease.
The Cosmopolitan lease. 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 second lease year that commenced on June 1, 2023 was $204 million.
MGM China land concessions. MGM Grand Paradise has MGM Macau and MGM Cotai land concession contracts with the government of Macau, each with an initial 25-year contract term ending in April 2031 and January 2038, respectively, with a right to renew for further consecutive periods of 10 years, at MGM Grand Paradise’s option. The land leases are classified as operating leases.
Other information: Components of lease costs and other information related to the Company’s leases are:
| Year Ended December 31, | |||||||||||||||||
| 2023 | 2022 | 2021 | |||||||||||||||
| (In thousands) | |||||||||||||||||
| Operating lease cost, primarily classified within “General and administrative”(1) | $ | 2,306,640 | $ | 1,986,853 | $ | 870,779 | |||||||||||
| Finance lease costs | |||||||||||||||||
| Interest expense(2) | $ | 9,899 | $ | 9,233 | $ | 2,354 | |||||||||||
| Amortization expense | 65,629 | 76,039 | 73,475 | ||||||||||||||
| Total finance lease costs | $ | 75,528 | $ | 85,272 | $ | 75,829 |
(1)Operating lease cost includes $331 million for each of the years ended December 31, 2023, 2022, and 2021, related to the Bellagio lease, which is held with a related party.
(2)For the year ended December 31, 2021, interest expense includes the effect of COVID-19 related rent concessions, which was recognized as negative variable rent expense.
| December 31, | |||||||||||
| 2023 | 2022 | ||||||||||
| (In thousands) | |||||||||||
| Operating leases | |||||||||||
| Operating lease ROU assets, net(1) | $ | 24,027,465 | $ | 24,530,929 | |||||||
| Operating lease liabilities - current, classified within “Other accrued liabilities” | $ | 74,988 | $ | 53,981 | |||||||
| Operating lease liabilities - long-term(2) | 25,127,464 | 25,149,299 | |||||||||
| Total operating lease liabilities | $ | 25,202,452 | $ | 25,203,280 | |||||||
| Finance leases | |||||||||||
| Finance lease ROU assets, net, classified within “Property and equipment, net” | $ | 85,783 | $ | 150,571 | |||||||
| Finance lease liabilities - current, classified within "Other accrued liabilities" | $ | 9,166 | $ | 72,420 | |||||||
| Finance lease liabilities - long-term, classified within “Other long-term obligations” | 85,391 | 88,181 | |||||||||
| Total finance lease liabilities | $ | 94,557 | $ | 160,601 | |||||||
| Weighted average remaining lease term (years) | |||||||||||
| Operating leases | 25 | 26 | |||||||||
| Finance leases | 22 | 14 | |||||||||
| Weighted average discount rate (%) | |||||||||||
| Operating leases | 7 | 7 | |||||||||
| Finance leases | 6 | 5 |
(1)As of December 31, 2023 and 2022, operating lease right-of-use assets, net included $3.5 billion related to the Bellagio lease for each of the respective periods.
(2)As of December 31, 2023 and 2022, operating lease liabilities – long-term included $3.8 billion related to the Bellagio lease for each of the respective periods.
| Year Ended December 31, | |||||||||||||||||
| 2023 | 2022 | 2021 | |||||||||||||||
| Cash paid for amounts included in the measurement of lease liabilities | (In thousands) | ||||||||||||||||
| Operating cash outflows from operating leases | $ | 1,802,577 | $ | 1,535,637 | $ | 669,681 | |||||||||||
| Operating cash outflows from finance leases | 6,332 | 6,654 | 4,761 | ||||||||||||||
| Financing cash outflows from finance leases(1) | 71,611 | 84,139 | 73,257 | ||||||||||||||
| ROU assets obtained in exchange for new lease liabilities | |||||||||||||||||
| Operating leases | $ | 15,089 | $ | 15,538,208 | $ | 3,388,120 | |||||||||||
| Finance leases | 3,073 | 87,856 | 24,433 |
(1)Included within “Other” within “Cash flows from financing activities” on the consolidated statements of cash flows.
Maturities of lease liabilities were as follows:
| Operating Leases | Finance Leases | ||||||||||
| Year ending December 31, | (In thousands) | ||||||||||
| 2024 | $ | 1,834,330 | $ | 15,835 | |||||||
| 2025 | 1,859,882 | 9,733 | |||||||||
| 2026 | 1,886,090 | 7,158 | |||||||||
| 2027 | 1,913,782 | 7,116 | |||||||||
| 2028 | 1,941,940 | 7,036 | |||||||||
| Thereafter | 48,942,392 | 128,194 | |||||||||
| Total future minimum lease payments | 58,378,416 | 175,072 | |||||||||
| Less: Amount of lease payments representing interest | (33,175,964) | (80,515) | |||||||||
| Present value of future minimum lease payments | 25,202,452 | 94,557 | |||||||||
| Less: Current portion | (74,988) | (9,166) | |||||||||
| Long-term portion of lease liabilities | $ | 25,127,464 | $ | 85,391 |
NOTE 12 – COMMITMENTS AND CONTINGENCIES
Cybersecurity litigation, claims, and investigations. In September 2023, through unauthorized access to certain of its U.S. systems, third-party criminal actors obtained, for some of the Company’s customers, personal information (including name, contact information (such as phone number, email address and postal address), gender, date of birth and driver’s license numbers). For a limited number of customers, Social Security numbers and passport numbers were also obtained by the criminal actors. The Company has been and continues to notify individuals impacted by this issue in accordance with federal and state law.
In connection with this cybersecurity issue, the Company became subject to consumer class actions in U.S. federal and state courts. These class actions assert a variety of common law and statutory claims based on allegations that the Company failed to use reasonable security procedures and practices to safeguard customers’ personal information, and seek monetary and statutory damages, injunctive relief and other related relief. In addition, the Company is the subject of investigations by state and federal regulators, which also could result in monetary fines and other relief. The Company cannot predict the timing or outcome of any of these potential matters, or whether the Company may be subject to additional legal proceedings, claims, regulatory inquiries, investigations, or enforcement actions. While the Company believes it is reasonably possible that it may incur losses associated with the above-described proceedings, it is not possible to estimate the amount of loss or range of loss, if any, that might result from adverse judgments, settlements, or other resolution given the preliminary stage of these proceedings. The Company has incurred, and expects to continue to incur, certain expenses related to the cybersecurity issue, including expenses to respond to, remediate, and investigate this matter. The full scope of the costs and related impacts of this issue, including the extent to which all of the costs will be offset by cybersecurity insurance, has not been determined.
Other litigation*.* The Company is a party to various other legal proceedings, most of which relate to routine matters incidental to its business. Management does not believe that the outcome of such proceedings will have a material adverse effect on the Company’s financial position, results of operations or cash flows.
Commitments. MGM Grand Paradise concession contract. Pursuant to the concession contract, MGM Grand Paradise is required to pay (i) a special gaming tax of 35% of gross gaming revenue and a special levy of up to 5% of gross gaming revenue, of which the tax is subject to a minimum annual payment in the form of a special premium in the event the minimum amount is not achieved, (ii) a fixed annual premium, and (iii) a variable premium based on the number of gaming tables and machines. Based upon the approved number of gaming tables and slot machines as of December 31, 2023, the premiums for the above obligations payable to the Macau government are approximately MOP 2.2 billion ($269 million as of December 31, 2023) during each of the next five years ending December 31, 2028, and approximately MOP 8.7 billion ($1.1 billion as of December 31, 2023) in the aggregate thereafter through the expiration of the gaming concession in December 2032.
In addition, MGM Grand Paradise is required to make annual payments in connection with the temporary use of the reverted gaming assets based upon square meters of the reverted casino areas. Such payments will be adjusted with the Macau average price index during the term of the reversion agreement. The annual payment to the Macau government is approximately MOP 45 million ($6 million as of December 31, 2023) during each of the next two years ending December 31, 2025, approximately MOP 148 million ($18 million as of December 31, 2023) during each of the following three years
ending December 31, 2028, and approximately MOP 594 million ($74 million as of December 31, 2023) in the aggregate thereafter through the term of the reversion agreement, with each annual payment subject to the Macau average price index adjustment.
The minimum required amount of the payments described in (ii) and (iii) above, as well as the payments relating to the use of the reverted gaming assets were accrued as of and at the commencement of the concession contract as an offset to the related intangible asset as further discussed in Note 7. Payments incremental to minimum amounts due or any subsequent changes to the amounts due under such payments are expensed as incurred.
The gaming concession also obligates MGM Grand Paradise to invest in various gaming and non-gaming projects and the development of international tourist markets over the ten-year term of the concession in an initial amount of approximately MOP 16.7 billion ($2.1 billion as of December 31, 2023) of which MOP 15 billion ($1.9 billion as of December 31, 2023) was designated for non-gaming projects. In 2023, the non-gaming commitment increased in accordance with the concession contract as a result of market-wide Macau annual gross gaming revenue exceeding MOP 180 billion and, accordingly, the total gaming and non-gaming project commitment over the ten-year term of the concession increased to MOP 19.7 billion ($2.4 billion as of December 31, 2023), of which MOP 18 billion ($2.2 billion as of December 31, 2023) is designated for non-gaming projects. The projects related to the investment are subject to annual review and Macau government approval and, therefore, the timing and magnitude of the projects comprising the investment are subject to change. MGM Grand Paradise submitted the list of investments and projects it intended to carry out in 2024 to the Macau government in the fourth quarter of 2023, which has been approved by the Macau government.
The gaming law also requires concessionaires to maintain share capital of at least MOP 5 billion (approximately $622 million as of December 31, 2023), which further required a cash deposit of such amount until commencement of activity under the concession on January 1, 2023 at which point the deposit was available for use in operations, provided that the net asset value of the concessionaire is not at any time less than such amount.
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 December 31, 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 year ended December 31, 2023, MOP 700 million of the bank guarantees (approximately $87 million as of December 31, 2023) were secured by pledged cash as of December 31, 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. 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. The guarantees are accounted for under ASC 460 at fair value; such value is immaterial.
MGM/Osaka IR KK guarantees. The Company provides for guarantees to the government of Osaka (1) in the amount of 12.65 billion yen (approximately $89 million as of December 31, 2023) for 50% of Osaka IR KK’s obligations to Osaka under various agreements related to the development of an integrated resort in Osaka, Japan by Osaka IR KK and (2) of an uncapped amount to provide funding to Osaka IR KK, if necessary, for the completion of the construction and full opening of the integrated resort. The guarantees expire when the obligations relating to the full opening of the integrated resort are fulfilled. The guarantees are accounted for under ASC 460 at fair value; such value is immaterial.
MGM/Osaka IR KK funding commitment. The Company has commitments to fund Osaka IR KK for its proportionate share of the unfinanced portion of Osaka IR KK’s development project, for which the total development cost is currently committed to be 1.27 trillion yen (approximately $9 billion as of December 31, 2023). The amount and timing of funding may vary based upon the progress and scope of the development, the availability and amount of financing to be obtained by Osaka IR KK, and the timing and amount of noncontrolling interest participation.
Other guarantees. The Company and its subsidiaries are party to various guarantee contracts in the normal course of business, which are generally supported by letters of credit issued by financial institutions. The Company’s senior credit facility limits the amount of letters of credit that can be issued to $1.35 billion. At December 31, 2023, $28 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.
NOTE 13 — STOCKHOLDERS’ EQUITY
Accumulated Other Comprehensive Income (Loss)
Changes in accumulated other comprehensive income (loss) attributable to MGM Resorts International are as follows:
| Currency Translation Adjustments | Cash Flow Hedges | Other | Total | |||||||||||||||||||||||
| (In thousands) | ||||||||||||||||||||||||||
| Balances, January 1, 2021 | $ | 12,964 | $ | (55,357) | $ | 11,716 | $ | (30,677) | ||||||||||||||||||
| Other comprehensive income (loss) before reclassifications | (24,655) | 12,588 | — | (12,067) | ||||||||||||||||||||||
| Amounts reclassified to interest expense | — | 22,200 | — | 22,200 | ||||||||||||||||||||||
| Other comprehensive income (loss), net of tax | (24,655) | 34,788 | — | 10,133 | ||||||||||||||||||||||
| Other changes: | ||||||||||||||||||||||||||
| MGP Class A share issuances | — | — | 3,240 | 3,240 | ||||||||||||||||||||||
| Redemption of MGP OP units | — | — | 5,327 | 5,327 | ||||||||||||||||||||||
| Other | — | — | (2,358) | (2,358) | ||||||||||||||||||||||
| Net changes | (24,655) | 34,788 | 6,209 | 16,342 | ||||||||||||||||||||||
| Other comprehensive (income) loss attributable to noncontrolling interest | 10,784 | (21,065) | — | (10,281) | ||||||||||||||||||||||
| Balances, December 31, 2021 | (907) | (41,634) | 17,925 | (24,616) | ||||||||||||||||||||||
| Other comprehensive income before reclassifications | 27,336 | 30,692 | — | 58,028 | ||||||||||||||||||||||
| Amounts reclassified to interest expense | — | 7,000 | — | 7,000 | ||||||||||||||||||||||
| Other comprehensive income, net of tax | 27,336 | 37,692 | — | 65,028 | ||||||||||||||||||||||
| Other changes: | ||||||||||||||||||||||||||
| Deconsolidation of MGP | — | 28,151 | (17,067) | 11,084 | ||||||||||||||||||||||
| Other | 1,074 | — | (1,794) | (720) | ||||||||||||||||||||||
| Net changes | 28,410 | 65,843 | (18,861) | 75,392 | ||||||||||||||||||||||
| Other comprehensive (income) loss attributable to noncontrolling interest | 6,932 | (24,209) | — | (17,277) | ||||||||||||||||||||||
| Balances, December 31, 2022 | 34,435 | — | (936) | 33,499 | ||||||||||||||||||||||
| Other comprehensive income before reclassifications | 109,278 | — | — | 109,278 | ||||||||||||||||||||||
| Amounts reclassified to "Other, net" | — | — | 936 | 936 | ||||||||||||||||||||||
| Other comprehensive income, net of tax | 109,278 | — | 936 | 110,214 | ||||||||||||||||||||||
| Other comprehensive loss attributable to noncontrolling interest | 183 | — | — | 183 | ||||||||||||||||||||||
| Balances, December 31, 2023 | $ | 143,896 | $ | — | $ | — | $ | 143,896 |
Noncontrolling interest
The following is a summary of net income attributable to MGM Resorts International and transfers to noncontrolling interest, which shows the effects of changes in the Company’s ownership interest in a subsidiary on the equity attributable to the Company:
| For the Years Ended December 31, | ||||||||||||||||||||
| 2023 | 2022 | 2021 | ||||||||||||||||||
| (In thousands) | ||||||||||||||||||||
| Net income attributable to MGM Resorts International | $ | 1,142,180 | $ | 1,473,093 | $ | 1,254,370 | ||||||||||||||
| Transfers from/(to) noncontrolling interest: | ||||||||||||||||||||
| MGP Class A share issuances | — | — | 103,174 | |||||||||||||||||
| Redemption of MGP OP units | — | — | 176,659 | |||||||||||||||||
| Deconsolidation of MGP | — | 11,084 | — | |||||||||||||||||
| Other | — | (120) | (5,062) | |||||||||||||||||
| Net transfers from noncontrolling interest | — | 10,964 | 274,771 | |||||||||||||||||
| Change from net income attributable to MGM Resorts International and transfers to noncontrolling interest | $ | 1,142,180 | $ | 1,484,057 | $ | 1,529,141 |
Noncontrolling interest ownership transactions
MGP Class A share issuance – March 2021. On March 15, 2021, MGP completed an offering of 22 million of its Class A shares, the proceeds of which were used to partially satisfy MGP’s obligations pursuant to the notice of redemption delivered by certain MGM subsidiaries, discussed below. Subsequent to MGP’s Class A share issuance and the redemption of MGP OP units, discussed below, the Company indirectly owned 42.1% of the partnership units in MGP OP.
Redemption of MGP OP units – March 2021. In March 2021, subsidiaries of the Company delivered a notice of redemption to MGP covering approximately 37 million MGP OP units that they held in accordance with the terms of MGP OP’s partnership agreement. Upon receipt of the notice of redemption, MGP formed a conflicts committee to determine the mix of consideration that it would provide for the MGP OP units. The conflicts committee determined that MGP would redeem approximately 15 million MGP OP units for cash (with such MGP OP units retired upon redemption) and would satisfy its remaining obligation under that notice covering the remaining 22 million MGP OP units using the proceeds, net of the underwriters’ discount, of MGP’s Class A offering, for aggregate cash proceeds received by the Company of approximately $1.2 billion. The Company adjusted the carrying value of the noncontrolling interests for the change in noncontrolling interests’ ownership percentage of MGP OP’s net assets, with offsetting adjustments to capital in excess of par value and accumulated other comprehensive loss. Subsequent to the collective transactions, the Company indirectly owned 42.1% of the partnership units in MGP OP.
MGP Class A share issuances – At-the-Market (“ATM”) program. During the year ended December 31, 2021, MGP issued approximately 3 million Class A shares under its ATM program, which completed its ATM program. In connection with the issuances, MGP OP issued an equal amount of MGP OP units to MGP. The Company adjusted the carrying value of the noncontrolling interests for the change in noncontrolling interests’ ownership percentage of MGP OP’s net assets, with offsetting adjustments to capital in excess of par value and accumulated other comprehensive loss. Subsequent to the collective issuances, the Company indirectly owned 41.6% of the partnership units in MGP OP.
Deconsolidation of MGP. On April 29, 2022, the Company completed the VICI Transaction, whereby VICI acquired MGP. In connection with the transaction, the Company no longer holds a controlling interest in MGP and deconsolidated MGP, including the accumulated other comprehensive loss related to MGP.
Other equity activity
MGM Resorts International stock repurchases. In February 2020, upon substantial completion of the May 2018 $2.0 billion stock repurchase plan, the Company announced that the Board of Directors authorized a $3.0 billion stock repurchase plan. In March 2022, the Company announced that the Board of Directors authorized a $2.0 billion stock repurchase plan, in February 2023, the Company announced that the Board of Directors authorized a $2.0 billion stock repurchase plan, and, in November 2023, the Company announced that the Board of Directors authorized a $2.0 billion stock repurchase plan. Under these stock repurchase plans, the Company may repurchase shares from time to time in the open market or in privately negotiated agreements. Repurchases of common stock may also be made under a Rule 10b5-1
plan, which would permit common stock to be repurchased when the Company might otherwise be precluded from doing so under insider trading laws. 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 year ended December 31, 2021, the Company repurchased approximately 43 million shares of its common stock for an aggregate amount of $1.8 billion. Repurchased shares were retired. During the year ended December 31, 2021, the Company completed its May 2018 $2.0 billion stock repurchase plan.
During the year ended December 31, 2022, the Company repurchased approximately 76 million shares of its common stock for an aggregate amount of $2.8 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 year ended December 31, 2022, the Company completed its February 2020 $3.0 billion stock repurchase plan.
During the year ended December 31, 2023, the Company repurchased approximately 54 million shares of its common stock for an aggregate amount of $2.3 billion. Repurchased shares were retired. During the year ended December 31, 2023, the Company completed its March 2022 $2.0 billion stock repurchase plan. As of December 31, 2023 the remaining availability under the February 2023 $2.0 billion stock repurchase plan was $183 million and the remaining availability under the November 2023 $2.0 billion stock repurchase plan was $2.0 billion.
Subsequent to the year ended December 31, 2023, the Company repurchased approximately 7 million shares of its common stock for an aggregate amount of $320 million, excluding excise tax. Repurchased shares were retired. In connection with those repurchases, the Company completed its February 2023 $2.0 billion stock repurchase plan.
NOTE 14 — STOCK-BASED COMPENSATION
MGM Resorts International 2022 Omnibus Incentive Plan. On May 4, 2022, the MGM Resorts 2022 Omnibus Incentive Plan (“2022 Omnibus Plan”) was approved and replaced and superseded the amended and restated MGM Resorts 2005 Omnibus Incentive Plan. The Company’s 2022 Omnibus Plan allows it to grant up to approximately 18 million shares or stock-based awards, such as stock options, stock appreciation rights (“SARs”), restricted stock units (“RSUs”), performance share units (“PSUs”) and other stock-based awards to eligible directors, officers, employees, and consultants of the Company and its subsidiaries.
As of December 31, 2023, the Company had an aggregate of approximately 15 million shares of common stock available for grant as stock-based awards under the 2022 Omnibus Plan. Additionally, as of December 31, 2023, the Company had approximately 6 million aggregate RSUs and PSUs outstanding, including deferred share units and dividend equivalent units related to RSUs and PSUs.
As of December 31, 2023, there was $116 million of unamortized compensation expense related to stock-based awards, which is expected to be recognized over a weighted average period of 1.7 years.
MGM Growth Properties 2016 Omnibus Incentive Plan; MGM China Share Option Plan and Restricted Stock Unit Plan. The Company’s subsidiaries, MGP and MGM China, each adopted their own equity award plans for the issuance of stock-based awards to each subsidiary’s eligible recipients. Vesting of MGP’s outstanding awards was accelerated as a result of the change of control of MGP related to the VICI Transaction in 2022.
Recognition of compensation cost. Compensation cost was recognized as follows:
| Year Ended December 31, | ||||||||||||||||||||
| 2023 | 2022 | 2021 | ||||||||||||||||||
| Compensation cost: | (In thousands) | |||||||||||||||||||
| Omnibus Plan | $ | 67,375 | $ | 60,264 | $ | 53,683 | ||||||||||||||
| MGM Growth Properties Omnibus Incentive Plan | — | 5,112 | 4,827 | |||||||||||||||||
| MGM China share-based compensation plans | 6,232 | 5,920 | 6,673 | |||||||||||||||||
| Total compensation cost | 73,607 | 71,296 | 65,183 | |||||||||||||||||
| Less: Reimbursed costs and capitalized cost | (21) | — | (1,198) | |||||||||||||||||
| Compensation cost after reimbursed costs and capitalized cost | 73,586 | 71,296 | 63,985 | |||||||||||||||||
| Less: Related tax benefit | (15,975) | (14,458) | (12,982) | |||||||||||||||||
| Compensation cost, net of tax benefit | $ | 57,611 | $ | 56,838 | $ | 51,003 |
NOTE 15 — EMPLOYEE BENEFIT PLANS
Multiemployer benefit plans. The Company currently participates in multiemployer pension plans in which the risks of participating differs from single-employer plans in the following aspects:
a) Assets contributed to the multiemployer plan by one employer may be used to provide benefits to employees of other participating employers;
b) If a participating employer stops contributing to the plan, the unfunded obligations of the plan may be borne by the remaining participating employers;
c) If an entity chooses to stop participating in some of its multiemployer plans, the entity may be required to pay those plans an amount based on the underfunded status of the plan, referred to as a withdrawal liability; and
d) If the plan is terminated by withdrawal of all employers and if the value of the non-forfeitable benefits exceeds plan assets and withdrawal liability payments, employers are required by law to make up the insufficient difference.
The Company’s participation in these plans is presented below.
| EIN/Pension | Pension Protection Act Zone Status (2) | FIP/RP | Contributions by the Company (in thousands)****(4) | Surcharge | Expiration Dates of Collective Bargaining Agreements | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Pension Fund**(1)** | Plan Number | 2022 | 2021 | Status (3) | 2023 | 2022 | 2021 | Imposed | ||||||||||||||||||||||||||||||||||||||||||||||||
| Southern Nevada Culinary and Bartenders Pension Plan | 88-6016617/001 | Green | Green | No | $ | 59,172 | $ | 56,235 | $ | 37,242 | No | 05/31/2024(5); 05/31/2025(5); 09/30/2028(5) | ||||||||||||||||||||||||||||||||||||||||||||
| The Legacy Plan of the UNITE HERE Retirement Fund (UHF) | 82-0994119/001 | Red | Red | Implemented | $ | 10,113 | $ | 8,650 | $ | 7,683 | No | 5/31/2026 |
(1)The Company was listed in the plan's Form 5500 as providing more than 5% of the total contributions for the plan years 2022 and 2021 for both plans. At the date the financial statements were issued, Form 5500 was not available for the plan year 2023.
(2)The zone status is based on information that the Company received from the plan and is certified by the plan's actuary. Plans in the red zone are generally less than 65% funded (critical status) and plans in the green zone are at least 80% funded.
(3)Indicates plans for which a Financial Improvement Plan (FIP) or a Rehabilitation Plan (RP) is either pending or has been implemented.
(4)There have been no significant changes that affect the comparability of contributions.
(5)The Company is party to eleven collective bargaining agreements (CBA) that provide for contributions to the Southern Nevada Culinary and Bartenders Pension Plan, which are primarily with the Local Joint Executive Board of Las Vegas, for and on behalf of the Culinary Workers Union and Bartenders Union. The agreements between Aria, Bellagio, The Cosmopolitan, Mandalay Bay, and MGM Grand Las Vegas are the most significant because more than two-thirds of the Company’s employee participants in this plan are covered by those five agreements.
Multiemployer benefit plans other than pensions. Pursuant to its collective bargaining agreements referenced above, the Company also contributes to UNITE HERE Health (the “Health Fund”), which provides healthcare benefits to its active and retired members. The Company contributed $230 million, $218 million, and $143 million to the Health Fund in the years ended December 31, 2023, 2022, and 2021, respectively.
NOTE 16 — PROPERTY TRANSACTIONS, NET
Property transactions, net consisted of the following:
| Year Ended December 31, | ||||||||||||||||||||
| 2023 | 2022 | 2021 | ||||||||||||||||||
| (In thousands) | ||||||||||||||||||||
| Gain on sale of the operations of Gold Strike Tunica | $ | (398,787) | $ | — | $ | — | ||||||||||||||
| Gain on sale of the operations of The Mirage | — | (1,066,784) | — | |||||||||||||||||
| Other property transactions, net | 28,274 | 29,787 | (67,736) | |||||||||||||||||
| $ | (370,513) | $ | (1,036,997) | $ | (67,736) |
Gain on sale of the operations of Gold Strike Tunica and of The Mirage. Refer to Note 4 for discussion.
Other. Other property transactions, net in 2023 and 2022 includes miscellaneous asset disposals and write-downs.
Other property transactions, net in 2021 includes a gain of $76 million relating to the sale of art and a gain of $29 million related to a reduction in the estimate of contingent consideration related to the Empire City acquisition, partially offset by an other-than-temporary impairment charge of $22 million related to an investment in an unconsolidated affiliate, as discussed in Note 6, as well as miscellaneous asset disposals and write-downs.
NOTE 17 — SEGMENT INFORMATION
The Company’s management views each of its casino properties as an operating segment. Operating segments are aggregated based on their similar economic characteristics, types of customers, types of services and products provided, the regulatory environments in which they operate and their management and reporting structure. The Company has aggregated its operating segments into the following reportable segments: Las Vegas Strip Resorts, Regional Operations and MGM China.
Las Vegas Strip Resorts. Las Vegas Strip Resorts consists of the following casino resorts in Las Vegas, Nevada: Aria (including Vdara) (upon its acquisition in September 2021), Bellagio, The Cosmopolitan (upon its acquisition in May 2022), MGM Grand Las Vegas (including The Signature), Mandalay Bay (including Delano and Four Seasons), The Mirage (until its disposition in December 2022), Luxor, New York-New York (including The Park), Excalibur, and Park MGM (including NoMad Las Vegas).
Regional Operations. Regional Operations consists of the following casino properties: MGM Grand Detroit in Detroit, Michigan; Beau Rivage in Biloxi, Mississippi; Gold Strike Tunica in Tunica, Mississippi (until its disposition in February 2023); Borgata in Atlantic City, New Jersey; MGM National Harbor in Prince George’s County, Maryland; MGM Springfield in Springfield, Massachusetts; Empire City in Yonkers, New York; and MGM Northfield Park in Northfield Park, Ohio.
MGM China. MGM China consists of MGM Macau and MGM Cotai.
The Company’s operations related to LeoVegas (upon its acquisition in September 2022), investments in unconsolidated affiliates, and certain other corporate operations and management services have not been identified as separate reportable segments; therefore, these operations are included in “Corporate and other” in the following segment disclosures to reconcile to consolidated results.
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, 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 gain on consolidation of CityCenter, net, gain related to CityCenter’s sale of Harmon land recorded within income from unconsolidated affiliates, 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:
| Year Ended December 31, | ||||||||||||||||||||
| 2023 | 2022 | 2021 | ||||||||||||||||||
| (In thousands) | ||||||||||||||||||||
| Net revenue | ||||||||||||||||||||
| Las Vegas Strip Resorts | ||||||||||||||||||||
| Casino | $ | 2,127,612 | $ | 2,104,096 | $ | 1,549,419 | ||||||||||||||
| Rooms | 3,027,668 | 2,729,715 | 1,402,712 | |||||||||||||||||
| Food and beverage | 2,289,812 | 2,125,738 | 1,015,366 | |||||||||||||||||
| Entertainment, retail and other | 1,354,054 | 1,438,823 | 769,688 | |||||||||||||||||
| 8,799,146 | 8,398,372 | 4,737,185 | ||||||||||||||||||
| Regional Operations | ||||||||||||||||||||
| Casino | 2,712,205 | 2,901,072 | 2,721,515 | |||||||||||||||||
| Rooms | 296,100 | 284,213 | 220,828 | |||||||||||||||||
| Food and beverage | 440,002 | 429,188 | 307,750 | |||||||||||||||||
| Entertainment, retail and other, and reimbursed costs | 222,002 | 201,412 | 142,270 | |||||||||||||||||
| 3,670,309 | 3,815,885 | 3,392,363 | ||||||||||||||||||
| MGM China | ||||||||||||||||||||
| Casino | 2,787,837 | 567,573 | 1,057,962 | |||||||||||||||||
| Rooms | 177,158 | 43,216 | 66,498 | |||||||||||||||||
| Food and beverage | 161,669 | 49,312 | 68,489 | |||||||||||||||||
| Entertainment, retail and other | 26,945 | 13,492 | 17,812 | |||||||||||||||||
| 3,153,609 | 673,593 | 1,210,761 | ||||||||||||||||||
| Reportable segment net revenues | 15,623,064 | 12,887,850 | 9,340,309 | |||||||||||||||||
| Corporate and other | 541,185 | 239,635 | 339,831 | |||||||||||||||||
| $ | 16,164,249 | $ | 13,127,485 | $ | 9,680,140 |
| Year Ended December 31, | ||||||||||||||||||||
| 2023 | 2022 | 2021 | ||||||||||||||||||
| (In thousands) | ||||||||||||||||||||
| Adjusted Property EBITDAR | ||||||||||||||||||||
| Las Vegas Strip Resorts | $ | 3,190,486 | $ | 3,142,308 | $ | 1,738,211 | ||||||||||||||
| Regional Operations | 1,133,196 | 1,294,630 | 1,217,814 | |||||||||||||||||
| MGM China | 866,889 | (203,136) | 25,367 | |||||||||||||||||
| Reportable segment Adjusted Property EBITDAR | 5,190,571 | 4,233,802 | 2,981,392 | |||||||||||||||||
| Other operating income (expense) | ||||||||||||||||||||
| Corporate and other, net | (602,216) | (736,548) | (560,309) | |||||||||||||||||
| Preopening and start-up expenses | (415) | (1,876) | (5,094) | |||||||||||||||||
| Property transactions, net | 370,513 | 1,036,997 | 67,736 | |||||||||||||||||
| Depreciation and amortization | (814,128) | (3,482,050) | (1,150,610) | |||||||||||||||||
| Gain on REIT transactions, net | — | 2,277,747 | — | |||||||||||||||||
| Gain on consolidation of CityCenter, net | — | — | 1,562,329 | |||||||||||||||||
| Triple-net operating lease and ground lease rent expense | (2,263,649) | (1,950,566) | (833,158) | |||||||||||||||||
| Gain related to sale of Harmon land - unconsolidated affiliate | — | — | 49,755 | |||||||||||||||||
| Income from unconsolidated affiliates related to real estate ventures | 10,821 | 61,866 | 166,658 | |||||||||||||||||
| Operating income | 1,891,497 | 1,439,372 | 2,278,699 | |||||||||||||||||
| Non-operating income (expense) | ||||||||||||||||||||
| Interest expense, net of amounts capitalized | (460,293) | (594,954) | (799,593) | |||||||||||||||||
| Non-operating items from unconsolidated affiliates | (1,032) | (23,457) | (83,243) | |||||||||||||||||
| Other, net | 42,591 | 82,838 | 65,941 | |||||||||||||||||
| (418,734) | (535,573) | (816,895) | ||||||||||||||||||
| Income before income taxes | 1,472,763 | 903,799 | 1,461,804 | |||||||||||||||||
| Provision for income taxes | (157,839) | (697,068) | (253,415) | |||||||||||||||||
| Net income | 1,314,924 | 206,731 | 1,208,389 | |||||||||||||||||
| Less: Net (income) loss attributable to noncontrolling interests | (172,744) | 1,266,362 | 45,981 | |||||||||||||||||
| Net income attributable to MGM Resorts International | $ | 1,142,180 | $ | 1,473,093 | $ | 1,254,370 |
| Year Ended December 31, | ||||||||||||||||||||
| 2023 | 2022 | 2021 | ||||||||||||||||||
| Capital expenditures: | (In thousands) | |||||||||||||||||||
| Las Vegas Strip Resorts | $ | 527,104 | $ | 411,222 | $ | 266,944 | ||||||||||||||
| Regional Operations | 135,848 | 190,811 | 77,406 | |||||||||||||||||
| MGM China | 45,331 | 30,540 | 67,989 | |||||||||||||||||
| Reportable segment capital expenditures | 708,283 | 632,573 | 412,339 | |||||||||||||||||
| Corporate and other | 223,530 | 132,494 | 78,358 | |||||||||||||||||
| $ | 931,813 | $ | 765,067 | $ | 490,697 |
Total assets are not allocated to segments for internal reporting presentations or when determining the allocation of resources and, accordingly, are not presented.
Long-lived assets, which includes property and equipment, net, operating and finance lease right-of-use assets, net, goodwill, and other intangible assets, net, presented by geographic region are as follows:
| December 31, | ||||||||||||||||||||
| 2023 | 2022 | 2021 | ||||||||||||||||||
| Long-lived assets: | (In thousands) | |||||||||||||||||||
| United States | $ | 31,194,157 | $ | 31,330,909 | $ | 25,848,917 | ||||||||||||||
| China and all other foreign countries | 5,173,128 | 5,004,512 | 7,176,763 | |||||||||||||||||
| $ | 36,367,285 | $ | 36,335,421 | $ | 33,025,680 |
NOTE 18 — RELATED PARTY TRANSACTIONS
CityCenter.
Management agreements. Until the Company's acquisition of CityCenter in September 2021, the Company was party to a management agreement pursuant to which it managed the operations of CityCenter for a fee of 2% of revenue and 5% of EBITDA (as defined within the management agreement) for Aria and Vdara. The Company earned fees of $29 million during the year ended December 31, 2021. The Company incurred costs reimbursable by CityCenter, primarily for employee compensation and certain allocated costs in performing the Company's management services, of $187 million during the year ended December 31, 2021. The management agreement was terminated in connection with the Company's acquisition of CityCenter.
MGM China.
Ms. Ho, Pansy Catilina Chiu King (“Ms. Ho”) is the Co-Chairperson of the Board of Directors of, and holds a minority ownership interest in, MGM China. Ms. Ho is also the managing director of Shun Tak Holdings Limited (together with its subsidiaries “Shun Tak”), a leading conglomerate in Hong Kong with core businesses in transportation, property, hospitality and investments. Shun Tak provides various services and products, including ferry tickets, travel products, rental of hotel rooms, laundry services and property cleaning services to MGM China. In addition, MGM China leases office space from Shun Tak. MGM China incurred expenses relating to Shun Tak of $9 million, $3 million and $7 million for the years ended December 31, 2023, 2022 and 2021, respectively.
In addition, Ms. Ho indirectly holds a 50% interest in an entity that provides, along with its subsidiary, marketing and public relations consulting services, including for the tendering of MGM China's gaming concession, to MGM China, which totaled $16 million, $5 million, and $4 million for the years ended December 31, 2023, 2022, and 2021, respectively.
On September 1, 2016, the Company purchased 188.1 million common shares of its MGM China subsidiary from Grand Paradise Macau (“GPM”), an entity controlled by Ms. Ho. As part of the consideration for the purchase, the Company agreed to pay GPM or its nominee a deferred cash payment of $50 million. The payments included amounts equal to the ordinary dividends received on such shares, with a final lump sum payment due on the fifth anniversary of the
closing date of the transaction, which was made in September 2021. Such amounts were paid to Expert Angels Limited, an entity controlled by an immediate family member of Ms. Ho.
MGM Branding and Development Holdings, Ltd. (together with its subsidiary MGM Development Services, Ltd., “MGM Branding and Development”), an entity included in the Company’s consolidated financial statements in which Ms. Ho indirectly holds a noncontrolling interest, is party to a brand license agreement and a development services agreement with MGM China, for which the related amounts are eliminated in consolidation. An entity owned by Ms. Ho received distributions of $20 million, $5 million and $8 million for the years ended December 31, 2023, 2022 and 2021, respectively, in connection with the ownership of a noncontrolling interest in MGM Branding and Development Holdings, Ltd.
On August 21, 2022, Ms. Ho and MGM Grand Paradise entered into an agreement for her services as Managing Director of MGM Grand Paradise during the term of the new concession (the “Services Agreement”). The Services Agreement became effective on January 1, 2023 after satisfying certain conditions precedent as defined in the agreement. Pursuant to the Services Agreement, Ms. Ho will receive compensation of $8 million annually during the term of the concession and will be entitled to incentive payments up to an aggregate total amount of $95 million. The amount of the incentive payments earned are subject to the achievement of certain EBITDA targets, as defined in the agreement.
MGP.
Prior to the closing of the VICI Transaction, the Company 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 pursuant to a master lease with MGP.
The annual cash rent payments under the master lease with MGP for the sixth lease year, which commenced on April 1, 2021, increased to $843 million from $828 million, as a result of a 2% fixed annual rent escalator that went into effect on April 1, 2021.
On October 29, 2021, MGP acquired the real estate assets of MGM Springfield from the Company for $400 million of cash consideration, which was accounted for as a transaction between entities under common control. The Company adjusted the carrying value of noncontrolling interests to adjust for its share of the difference between the carrying value of the net assets transferred and the consideration received, with offsetting adjustments to capital in excess of par value. The master lease with MGP was amended to add MGM Springfield and reflect a $30 million increase in annual cash rent to a total of $873 million.
The annual cash rent payments under the master lease with MGP for the seventh lease year, which commenced on April 1, 2022, increased to $877 million from $873 million, due to the sixth 2% annual base rent escalator that went into effect on April 1, 2022, as the adjusted net revenue to rent ratio on which such escalator was contingent was met, which increased annual cash rent by $16 million, partially offset by the percentage rent reset that went into effect on April 1, 2022, calculated based on the percentage of average actual annual net revenue of the leased properties during the preceding five year period, which decreased annual cash rent by $12 million.
All intercompany transactions, including transactions under the MGP master lease, have been eliminated in the Company’s consolidation of MGP. The public ownership of MGP’s Class A shares was recognized as noncontrolling interests in the Company’s consolidated financial statements.
In April 2022, the Company completed the VICI Transaction, which resulted in the deconsolidation of MGP. Refer to Note 4 for additional information on the VICI Transaction. As part of the transaction, the Company entered into an amended and restated master lease with VICI. Refer to Note 11 for further discussion on the master lease with VICI.
Previous: Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK · Next: Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE