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Stockholders' Equity
12 Months Ended
Dec. 31, 2020
Equity [Abstract]  
Stockholders' Equity

NOTE 13 — STOCKHOLDERS’ EQUITY

 

Accumulated Other Comprehensive Loss

 

Changes in accumulated other comprehensive loss attributable to MGM Resorts International are as follows:

 

 

 

Currency Translation Adjustments

 

 

Cash Flow Hedges

 

 

Other

 

 

Total

 

 

 

(In thousands)

 

Balances, January 1, 2018

 

$

(11,450

)

 

$

6,668

 

 

$

1,172

 

 

$

(3,610

)

Other comprehensive income (loss) before reclassifications

 

 

(13,022

)

 

 

4,706

 

 

 

 

 

 

(8,316

)

Amounts reclassified from accumulated other comprehensive loss to interest expense

 

 

 

 

 

(1,130

)

 

 

 

 

 

(1,130

)

Other comprehensive income (loss), net of tax

 

 

(13,022

)

 

 

3,576

 

 

 

 

 

 

(9,446

)

Other comprehensive (income) loss attributable to noncontrolling interest

 

 

5,600

 

 

 

(1,100

)

 

 

 

 

 

4,500

 

Balances, December 31, 2018

 

 

(18,872

)

 

 

9,144

 

 

 

1,172

 

 

 

(8,556

)

Other comprehensive income (loss) before reclassifications

 

 

28,870

 

 

 

(28,783

)

 

 

 

 

 

87

 

Amounts reclassified from accumulated other comprehensive loss to interest expense

 

 

 

 

 

(5,599

)

 

 

 

 

 

(5,599

)

Amounts reclassified from accumulated other comprehensive loss related to de-designation of interest rate swaps to "Other, net"

 

 

 

 

 

4,877

 

 

 

 

 

 

4,877

 

Other comprehensive income (loss), net of tax

 

 

28,870

 

 

 

(29,505

)

 

 

 

 

 

(635

)

Other changes in accumulated other comprehensive loss:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Empire City MGP transaction

 

 

 

 

 

 

 

 

195

 

 

 

195

 

MGP Class A share issuances

 

 

 

 

 

 

 

 

1,512

 

 

 

1,512

 

Park MGM Transaction

 

 

 

 

 

 

 

 

16

 

 

 

16

 

Northfield OpCo transaction

 

 

 

 

 

 

 

 

(2

)

 

 

(2

)

Other

 

 

 

 

 

 

 

 

481

 

 

 

481

 

Changes in accumulated other comprehensive loss

 

 

28,870

 

 

 

(29,505

)

 

 

2,202

 

 

 

1,567

 

Other comprehensive (income) loss attributable to noncontrolling interest

 

 

(12,745

)

 

 

9,532

 

 

 

 

 

 

(3,213

)

Balances, December 31, 2019

 

 

(2,747

)

 

 

(10,829

)

 

 

3,374

 

 

 

(10,202

)

Other comprehensive income (loss) before reclassifications

 

 

27,762

 

 

 

(94,740

)

 

 

 

 

 

(66,978

)

Amounts reclassified from accumulated other comprehensive loss to interest expense

 

 

 

 

 

17,922

 

 

 

 

 

 

17,922

 

Amounts reclassified from accumulated other comprehensive loss to "Other, net"

 

 

 

 

 

(2,547

)

 

 

 

 

 

(2,547

)

Other comprehensive income (loss), net of tax

 

 

27,762

 

 

 

(79,365

)

 

 

 

 

 

(51,603

)

Other changes in accumulated other comprehensive loss

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

MGP Class A share issuances

 

 

 

 

 

 

 

 

646

 

 

 

646

 

MGP BREIT Venture Transaction

 

 

 

 

 

 

 

 

(59

)

 

 

(59

)

Redemption of Operating Partnership units

 

 

 

 

 

 

 

 

8,773

 

 

 

8,773

 

Other

 

 

 

 

 

 

 

 

(1,018

)

 

 

(1,018

)

Changes in accumulated other comprehensive loss

 

 

27,762

 

 

 

(79,365

)

 

 

8,342

 

 

 

(43,261

)

Other comprehensive (income) loss attributable to noncontrolling interest

 

 

(12,051

)

 

 

34,837

 

 

 

 

 

 

22,786

 

Balances, December 31, 2020

 

$

12,964

 

 

$

(55,357

)

 

$

11,716

 

 

$

(30,677

)

 

At December 31, 2020, the estimated amount currently recorded in accumulated other comprehensive loss that will be recognized in earnings over the next 12 months is not material. 

 

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,

 

 

 

2020

 

 

2019

 

 

2018

 

 

 

(In thousands)

 

Net income (loss) attributable to MGM Resorts International

 

$

(1,032,724

)

 

$

2,049,146

 

 

$

466,772

 

Transfers from/(to) noncontrolling interest:

 

 

 

 

 

 

 

 

 

 

 

 

MGP Class A share issuances

 

 

64,834

 

 

 

151,976

 

 

 

 

MGP BREIT Venture Transaction

 

 

(6,562

)

 

 

 

 

 

 

Redemption of Operating Partnership units

 

 

92,632

 

 

 

 

 

 

 

Empire City MGP transaction

 

 

 

 

 

(18,718

)

 

 

 

Park MGM Transaction

 

 

 

 

 

(1,968

)

 

 

 

Northfield OpCo transaction

 

 

 

 

 

21,679

 

 

 

 

Other

 

 

(1,759

)

 

 

(935

)

 

 

(5,667

)

Net transfers from/(to) noncontrolling interest

 

 

149,145

 

 

 

152,034

 

 

 

(5,667

)

Change from net income attributable to MGM Resorts International and transfers to noncontrolling interest

 

$

(883,579

)

 

$

2,201,180

 

 

$

461,105

 

 

Noncontrolling interest ownership transactions

Empire City MGP transaction. As further discussed in Note 18, on January 29, 2019, MGP acquired the developed real property associated with Empire City from the Company for consideration that included the issuance of approximately 13 million Operating Partnership units to a subsidiary of the Company. The Company adjusted the carrying value of the noncontrolling interests for the change in noncontrolling interests’ ownership percentage of the Operating Partnership’s net assets, with offsetting adjustments to capital in excess of par value and accumulated other comprehensive income. Subsequent to the Empire City MGP transaction, the Company indirectly owned 74.6% of the partnership units in the Operating Partnership.

MGP Class A share issuance – January 2019. On January 31, 2019, MGP completed an offering of approximately 20 million of its Class A shares. In connection with the offering, the Operating Partnership issued approximately 20 million Operating Partnership units to MGP. The Company adjusted the carrying value of the noncontrolling interests as a result of MGP’s Class A share issuance to adjust for the change in noncontrolling interests’ ownership percentage of the Operating Partnership’s net assets, with offsetting adjustments to capital in excess of par value and accumulated other comprehensive income. Subsequent to the issuance, the Company indirectly owned 69.7% of the partnership units in the Operating Partnership.

Park MGM Transaction. As further discussed in Note 18, on March 7, 2019, the Company entered into an amendment to the MGP master lease with respect to improvements made by the Company related to the rebranding of the Park MGM and NoMad Las Vegas property (the “Park MGM Transaction”) for which consideration included the issuance of approximately 1 million Operating Partnership units to a subsidiary of the Company. The Company adjusted the carrying value of the noncontrolling interests for the change in noncontrolling interests’ ownership percentage of the Operating Partnership’s net assets, with offsetting adjustments to capital in excess of par value and accumulated other comprehensive income. Subsequent to the issuance, the Company indirectly owned 69.8% of the partnership units in the Operating Partnership.

Northfield OpCo transaction. As further discussed in Note 18, in April 2019, the Company acquired the membership interests of Northfield Park Associates, LLC (“Northfield OpCo”) from MGP for consideration of approximately 9 million Operating Partnership units that were ultimately redeemed by the Operating Partnership and MGP retained the real estate assets. The Company adjusted the carrying value of the noncontrolling interests for the change in noncontrolling interests’ ownership percentage of the Operating Partnership’s net assets, with offsetting adjustments to capital in excess of par value and accumulated other comprehensive income. Subsequent to the transaction, the Company indirectly owned 68.8% of the partnership units in the Operating Partnership.

 

MGP Class A share issuances – At-the-Market (“ATM”) program. During the year ended December 31, 2019, MGP issued approximately 5 million Class A shares under its ATM program. In connection with the issuances, the Operating Partnership issued 5 million Operating Partnership units to MGP during the year ended December 31, 2019. The Company adjusted the carrying value of the noncontrolling interests for the change in noncontrolling interests’ ownership percentage of the Operating Partnership’s net assets, with offsetting adjustments to capital in excess of par value and accumulated other comprehensive income. Subsequent to the collective issuances, the Company indirectly owned 67.6% of the partnership units in the Operating Partnership.

 

MGP Class A share issuance – November 2019. On November 22, 2019, MGP completed an offering of 30 million of its Class A shares. The offering consisted of 18 million shares sold directly to the underwriters at closing and 12 million shares sold to forward purchasers under forward sale agreements. In connection with the offering, the Operating Partnership issued 18 million Operating Partnership units to MGP. The Company adjusted the carrying value of the noncontrolling interests as a result of MGP’s Class A share issuance to adjust for the change in noncontrolling interests’ ownership percentage of the Operating Partnership’s net assets, with offsetting adjustments to capital in excess of par value and accumulated other comprehensive income. Subsequent to the issuance, the Company indirectly owned  63.7% of the partnership units in the Operating Partnership.

 

MGP Class A share issuance – Forward settlements. On February 11, 2020 through February 13, 2020, MGP settled approximately 13 million Class A shares issued under forward sales agreements. In connection with the settlements, the Operating Partnership issued approximately 13 million Operating Partnership units to MGP. The Company adjusted the carrying value of the noncontrolling interests for the change in noncontrolling interests’ ownership percentage of the Operating Partnership’s net assets, with offsetting adjustments to capital in excess of par value and accumulated other comprehensive income. Subsequent to the settlements, the Company indirectly owned 61.2% of the partnership units in the Operating Partnership.

 

MGP Class A share issuance – BREIT. On February 14, 2020, in connection with MGP’s registered sale of approximately 5 million Class A shares to BREIT, the Operating Partnership issued approximately 5 million Operating Partnership units to MGP. The Company adjusted the carrying value of the noncontrolling interests for the change in noncontrolling interests’ ownership percentage of the Operating Partnership’s net assets, with offsetting adjustments to capital in excess of par value and accumulated other comprehensive income. Subsequent to the issuance, the Company indirectly owned 60.3% of the partnership units in the Operating Partnership.

 

MGP Class A share issuance – MGP BREIT Venture Transaction. In February 2020, in connection with the MGP BREIT Venture Transaction, the Operating Partnership issued approximately 3 million Operating Partnership units to the Company as discussed in Note 1. The Company adjusted the carrying value of the noncontrolling interests for the change in noncontrolling interests’ ownership percentage of the Operating Partnership’s net assets, with offsetting adjustments to capital in excess of par value and accumulated other comprehensive income. Subsequent to the issuance, the Company indirectly owned 60.6% of the partnership units in the Operating Partnership.

 

Redemption of Operating Partnership units. On May 18, 2020, the Operating Partnership redeemed approximately 30 million Operating Partnership units from the Company for $700 million pursuant to the waiver agreement discussed in Note 1. The Company adjusted the carrying value of the noncontrolling interests for the change in noncontrolling interests ownership percentage of the Operating Partnership’s net assets, with offsetting adjustments to capital in excess of par value and accumulated other comprehensive income. Subsequent to the redemption, the Company indirectly owned 56.7% of the partnership units in the Operating Partnership. Further, on December 2, 2020, the Operating Partnership redeemed approximately 24 million Operating Partnership units from the Company for $700 million pursuant to the waiver agreement discussed in Note 1. The Company adjusted the carrying value of the noncontrolling interests for the change in noncontrolling interests’ ownership percentage of the Operating Partnership’s net assets, with offsetting adjustments to capital in excess of par value and accumulated other comprehensive income. Subsequent to the redemption and as of December 31, 2020, the Company indirectly owned 53.0% of the partnership units in the Operating Partnership.

 

Other equity activity

 

MGM Resorts International dividends. On February 10, 2021 the Company’s Board of Directors approved a quarterly dividend of $0.0025 per share that will be payable on March 15, 2021 to holders of record on March 10, 2021.

 

 

MGM Resorts International stock repurchase program. In February 2020, upon substantial completion of the $2.0 billion stock repurchase program, the Company’s Board of Directors authorized a $3.0 billion stock repurchase program. Under each stock repurchase program, 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, 2020, the Company repurchased approximately 11 million shares of its common stock at an average price of $32.57 per share for an aggregate amount of $354 million. Repurchased shares were retired. The remaining availability under the $2.0 billion stock repurchase program was approximately $4 million as of December 31, 2020 and the remaining availability under the $3.0 billion stock repurchase program was $3.0 billion as of December 31, 2020.

 

During the year ended December 31, 2019, the Company repurchased approximately 36 million shares of its common stock at an average purchase price of $28.77 per share for an aggregate amount of $1.0 billion. Repurchased shares were retired.