UNITED STATES
SECURITIES & EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark One)
|
☒ |
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended
OR
|
☐ |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission File No. 001-10362
(Exact name of registrant as specified in its charter)
|
Delaware |
88-0215232 |
|
(State or other jurisdiction of |
(I.R.S. Employer |
3600 Las Vegas Boulevard South, Las Vegas, Nevada 89109
(Address of principal executive offices)
(702) 693-7120
(Registrant’s telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days: Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files): Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act:
|
Large accelerated filer |
☒ |
Accelerated filer |
☐ |
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Non-accelerated filer |
☐ |
Smaller reporting company |
☐ |
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Emerging growth company |
☐ |
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|
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act: Yes ☐ No ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act): Yes ☐ No ☒
Securities registered pursuant to Section 12(b) of the Act:
|
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
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Common stock |
|
New York Stock Exchange (NYSE) |
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date:
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Class |
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Outstanding at May 3, 2019 |
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Common Stock, $.01 par value |
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MGM RESORTS INTERNATIONAL AND SUBSIDIARIES
FORM 10-Q
I N D E X
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Page |
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PART I. |
1 |
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Item 1. |
1 |
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Consolidated Balance Sheets at March 31, 2019 and December 31, 2018 |
1 |
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Consolidated Statements of Operations for the Three Months Ended March 31, 2019 and March 31, 2018 |
2 |
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3 |
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Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2019 and March 31, 2018 |
4 |
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5 |
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7 |
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Item 2. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations |
25 |
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Item 3. |
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37 |
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Item 4. |
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37 |
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PART II. |
38 |
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Item 1. |
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38 |
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Item 1A. |
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38 |
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Item 2. |
39 |
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Item 6. |
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39 |
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40 |
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Part I. FINANCIAL INFORMATION
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Item 1. |
Financial Statements |
MGM RESORTS INTERNATIONAL AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In thousands, except share data)
(Unaudited)
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March 31, |
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December 31, |
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2019 |
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2018 |
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ASSETS |
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Current assets |
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Cash and cash equivalents |
$ |
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$ |
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Accounts receivable, net |
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Inventories |
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Income tax receivable |
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Prepaid expenses and other |
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Total current assets |
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Property and equipment, net |
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Other assets |
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Investments in and advances to unconsolidated affiliates |
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Goodwill |
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Other intangible assets, net |
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Operating lease right-of-use assets, net |
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Other long-term assets, net |
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Total other assets |
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$ |
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$ |
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LIABILITIES AND STOCKHOLDERS' EQUITY |
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Current liabilities |
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Accounts payable |
$ |
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$ |
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Construction payable |
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Current portion of long-term debt |
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Accrued interest on long-term debt |
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Other accrued liabilities |
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Total current liabilities |
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Deferred income taxes, net |
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Long-term debt, net |
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Operating lease liabilities |
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Other long-term obligations |
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Commitments and contingencies (Note 8) |
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Redeemable noncontrolling interests |
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Stockholders' equity |
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Common stock, $ |
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Capital in excess of par value |
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Retained earnings |
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Accumulated other comprehensive loss |
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( |
) |
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( |
) |
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Total MGM Resorts International stockholders' equity |
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Noncontrolling interests |
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Total stockholders' equity |
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$ |
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$ |
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The accompanying notes are an integral part of these consolidated financial statements. |
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1
MGM RESORTS INTERNATIONAL AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share data)
(Unaudited)
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Three Months Ended |
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March 31, |
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2019 |
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2018 |
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Revenues |
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Casino |
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$ |
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$ |
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Rooms |
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Food and beverage |
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Entertainment, retail and other |
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Reimbursed costs |
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Expenses |
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Casino |
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Rooms |
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Food and beverage |
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Entertainment, retail and other |
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Reimbursed costs |
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General and administrative |
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Corporate expense |
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Preopening and start-up expenses |
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Property transactions, net |
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Depreciation and amortization |
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Income from unconsolidated affiliates |
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Operating income |
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Non-operating income (expense) |
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Interest expense, net of amounts capitalized |
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( |
) |
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( |
) |
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Non-operating items from unconsolidated affiliates |
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( |
) |
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( |
) |
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Other, net |
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( |
) |
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( |
) |
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( |
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Income before income taxes |
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Benefit (provision) for income taxes |
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( |
) |
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Net income |
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Less: Net income attributable to noncontrolling interests |
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( |
) |
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( |
) |
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Net income attributable to MGM Resorts International |
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$ |
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$ |
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Net income per share of common stock attributable to MGM Resorts International |
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Basic |
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$ |
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$ |
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Diluted |
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$ |
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$ |
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Weighted average common shares outstanding |
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Basic |
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Diluted |
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The accompanying notes are an integral part of these consolidated financial statements.
2
MGM RESORTS INTERNATIONAL AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(In thousands)
(Unaudited)
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Three Months Ended |
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March 31, |
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2019 |
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2018 |
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Net income |
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$ |
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$ |
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Other comprehensive loss, net of tax: |
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Foreign currency translation adjustment |
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( |
) |
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( |
) |
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Unrealized gain (loss) on cash flow hedges |
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( |
) |
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Other comprehensive loss |
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( |
) |
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( |
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Comprehensive income |
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Less: Comprehensive income attributable to noncontrolling interests |
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( |
) |
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( |
) |
|
Comprehensive income attributable to MGM Resorts International |
|
$ |
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$ |
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The accompanying notes are an integral part of these consolidated financial statements.
3
MGM RESORTS INTERNATIONAL AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
|
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Three Months Ended |
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March 31, |
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2019 |
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2018 |
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Cash flows from operating activities |
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Net income |
$ |
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$ |
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Adjustments to reconcile net income to net cash provided by operating activities: |
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Depreciation and amortization |
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Amortization of debt discounts, premiums and issuance costs |
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Loss on retirement of long-term debt |
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Provision for doubtful accounts |
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Stock-based compensation |
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Property transactions, net |
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Income from unconsolidated affiliates |
|
( |
) |
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( |
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Distributions from unconsolidated affiliates |
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Deferred income taxes |
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( |
) |
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Change in operating assets and liabilities: |
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Accounts receivable |
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Inventories |
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( |
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Income taxes receivable and payable, net |
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Prepaid expenses and other |
|
( |
) |
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( |
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Accounts payable and accrued liabilities |
|
( |
) |
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Other |
|
( |
) |
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( |
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Net cash provided by operating activities |
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Cash flows from investing activities |
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Capital expenditures, net of construction payable |
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( |
) |
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( |
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Dispositions of property and equipment |
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Acquisition of Empire City Casino, net of cash acquired |
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( |
) |
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Investments in unconsolidated affiliates |
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( |
) |
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( |
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Distributions from unconsolidated affiliates |
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Other |
|
( |
) |
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( |
) |
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Net cash used in investing activities |
|
( |
) |
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( |
) |
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Cash flows from financing activities |
|
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Net borrowings (repayments) under bank credit facilities – maturities of 90 days or less |
|
( |
) |
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Issuance of long-term debt |
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Retirement of senior notes and senior debentures |
|
( |
) |
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( |
) |
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Debt issuance costs |
|
( |
) |
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( |
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Issuance of MGM Growth Properties common stock in public offering |
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MGM Growth Properties Class A share issuance costs |
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( |
) |
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Dividends paid to common shareholders |
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( |
) |
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( |
) |
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Distributions to noncontrolling interest owners |
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( |
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( |
) |
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Purchases of common stock |
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( |
) |
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Other |
|
( |
) |
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( |
) |
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Net cash provided by (used in) financing activities |
|
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( |
) |
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Effect of exchange rate on cash |
|
( |
) |
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( |
) |
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Cash and cash equivalents |
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Net increase (decrease) for the period |
|
( |
) |
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Balance, beginning of period |
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Balance, end of period |
$ |
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$ |
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Supplemental cash flow disclosures |
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Interest paid, net of amounts capitalized |
$ |
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$ |
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Federal, state and foreign income taxes paid (received), net of refunds |
|
( |
) |
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The accompanying notes are an integral part of these consolidated financial statements.
4
|
MGM RESORTS INTERNATIONAL AND SUBSIDIARIES |
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CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY |
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(In thousands) |
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(Unaudited) |
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Total |
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Retained |
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Accumulated |
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MGM Resorts |
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Common Stock |
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Capital in |
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Earnings |
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Other |
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International |
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Non- |
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Total |
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Par |
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Excess of |
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(Accumulated |
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Comprehensive |
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Stockholders' |
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Controlling |
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Stockholders' |
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Shares |
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Value |
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Par Value |
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Deficit) |
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Income (Loss) |
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Equity |
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Interests |
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Equity |
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Balances, January 1, 2019 |
|
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$ |
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$ |
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$ |
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|
|
$ |
( |
) |
|
$ |
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$ |
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$ |
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Net income |
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Currency translation adjustment |
|
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
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|
( |
) |
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|
( |
) |
|
|
( |
) |
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|
( |
) |
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Other comprehensive income - cash flow hedges |
|
|
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|
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|
( |
) |
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( |
) |
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( |
) |
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|
( |
) |
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Stock-based compensation |
|
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Issuance of common stock pursuant to stock-based compensation awards |
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( |
) |
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|
( |
) |
|
|
|
|
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|
( |
) |
|
Cash distributions to noncontrolling interest owners |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
( |
) |
|
|
( |
) |
|
Dividends paid to common shareholders ($ |
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|
( |
) |
|
|
|
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|
( |
) |
|
|
|
|
|
|
( |
) |
|
MGP dividend payable to Class A shareholders |
|
|
|
|
|
|
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|
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|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
( |
) |
|
Issuance of performance share units |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjustment of redeemable non-controlling interest to redemption value |
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
|
( |
) |
|
Empire City Acquisition |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Empire City MGP transaction |
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
|
MGP Class A share issuance |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Park MGM Transaction |
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
|
Other |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
Balances, March 31, 2019 |
|
|
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
( |
) |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these consolidated financial statements. |
|
|||||||||||||||||||||||||||||||
5
|
MGM RESORTS INTERNATIONAL AND SUBSIDIARIES |
|
|||||||||||||||||||||||||||||||
|
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY |
|
|||||||||||||||||||||||||||||||
|
(In thousands) |
|
|||||||||||||||||||||||||||||||
|
(Unaudited) |
|
|||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Retained |
|
|
Accumulated |
|
|
MGM Resorts |
|
|
|
|
|
|
|
|
|
|||
|
|
|
Common Stock |
|
|
Capital in |
|
|
Earnings |
|
|
Other |
|
|
International |
|
|
Non- |
|
|
Total |
|
|||||||||||
|
|
|
|
|
|
|
Par |
|
|
Excess of |
|
|
(Accumulated |
|
|
Comprehensive |
|
|
Stockholders' |
|
|
Controlling |
|
|
Stockholders' |
|
|||||||
|
|
|
Shares |
|
|
Value |
|
|
Par Value |
|
|
Deficit) |
|
|
Income (Loss) |
|
|
Equity |
|
|
Interests |
|
|
Equity |
|
||||||||
|
Balances, January 1, 2018 |
|
|
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
( |
) |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
Net income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Currency translation adjustment |
|
|
|
|
|
|
||||||||||||||||||||||||||