MGM Resorts International (MGM) SEC Quarterly Report (10-Q) for Q2 2018

UNITED STATES

SECURITIES & EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2018

☐	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

MGM Resorts International

(Exact name of registrant as specified in its charter)

Delaware	88-0215232
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

3600 Las Vegas Boulevard South, Las Vegas, Nevada 89109

(Address of principal executive offices)

(702) 693-7120

(Registrant's telephone number, including area code)

(Former name, former address and former fiscal year, if changed since last report)

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 and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post 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

☐

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

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 ☒

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date:

Class		Outstanding at August 1, 2018
Common Stock, $.01 par value		537,902,116 shares

MGM RESORTS INTERNATIONAL AND SUBSIDIARIES

FORM 10-Q

I N D E X


		Page
PART I.	FINANCIAL INFORMATION

Item 1.	Financial Statements (Unaudited)	1
	Consolidated Balance Sheets at June 30, 2018 and December 31, 2017	1
	Consolidated Statements of Operations for the Three Months and Six Months Ended June 30, 2018 and June 30, 2017	2
	Consolidated Statements of Comprehensive Income for the Three Months and Six Months Ended June 30, 2018 and June 30, 2017	3
	Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2018 and June 30, 2017	4
	Condensed Notes to Consolidated Financial Statements	5
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	25
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	40
Item 4.	Controls and Procedures	40
PART II.	OTHER INFORMATION	41
Item 1.	Legal Proceedings	41
Item 1A.	Risk Factors	41
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	42
Item 6.	Exhibits	42
SIGNATURES		43

Part I. F INANCIAL INFORMATION

Item 1.

Financial Statements

MGM RESORTS INTERNATIONAL AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(In thousands, except share data)

(Unaudited)

	June 30,			December 31,
	2018			2017
ASSETS
Current assets
Cash and cash equivalents	$	1,272,872		$	1,499,995
Accounts receivable, net		497,350			542,273
Inventories		109,130			102,292
Income tax receivable		23,124			42,551
Prepaid expenses and other		180,640			189,244
Total current assets		2,083,116			2,376,355

Property and equipment, net		19,863,078			19,635,459

Other assets
Investments in and advances to unconsolidated affiliates		882,940			1,033,297
Goodwill		1,801,034			1,806,531
Other intangible assets, net		3,776,770			3,877,960
Other long-term assets, net		570,222			430,440
Total other assets		7,030,966			7,148,228
	$	28,977,160		$	29,160,042
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Accounts payable	$	268,140		$	255,028
Construction payable		418,945			474,807
Current portion of long-term debt, net		-			158,042
Accrued interest on long-term debt		140,184			135,785
Other accrued liabilities		2,237,524			2,114,635
Total current liabilities		3,064,793			3,138,297

Deferred income taxes, net		1,226,397			1,295,375
Long-term debt, net		13,513,341			12,751,052
Other long-term obligations		245,720			284,416
Commitments and contingencies (Note 6)
Redeemable noncontrolling interests		86,968			79,778
Stockholders' equity
Common stock, $.01 par value: authorized 1,000,000,000 shares, issued and outstanding 537,866,780 and 566,275,789 shares		5,379			5,663
Capital in excess of par value		4,413,814			5,357,709
Retained earnings		2,431,186			2,217,299
Accumulated other comprehensive loss		(3,237	)		(3,610	)
Total MGM Resorts International stockholders' equity		6,847,142			7,577,061
Noncontrolling interests		3,992,799			4,034,063
Total stockholders' equity		10,839,941			11,611,124
	$	28,977,160		$	29,160,042

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