8-K
Vici Properties Inc. (VICI)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
__________________________________________________
FORM 8-K
__________________________________________________
CURRENT REPORT PURSUANT TO
SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): February 23, 2023
__________________________________________________
VICI Properties Inc.
VICI Properties L.P.
(Exact Name of Registrant as Specified in its Charter)
__________________________________________________
| Maryland (VICI Properties Inc.) | 001-38372 | 81-4177147 |
|---|---|---|
| Delaware (VICI Properties L.P.) | 333-264352-01 | 35-2576503 |
| (State or Other Jurisdiction<br>of Incorporation) | (Commission<br>File Number) | (IRS Employer<br>Identification No.) |
535 Madison Avenue, 20th Floor
New York, New York 10022
(Address of Principal Executive Offices) (Zip Code)
Registrant’s telephone number, including area code: (646) 949-4631
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
__________________________________________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol | Name of each exchange on which registered |
|---|---|---|
| Common stock, $0.01 par value | VICI | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
| VICI Properties Inc. | ☐ | Emerging growth company |
|---|---|---|
| VICI Properties L.P. | ☐ | 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.
| VICI Properties Inc. | ☐ |
|---|---|
| VICI Properties L.P. | ☐ |
| Item 2.02. | Results of Operations and Financial Condition. |
| --- | --- |
On February 23, 2023, VICI Properties Inc. (the “Company”) issued a press release announcing its consolidated financial results for the quarter and year ended December 31, 2022, and made available supplemental financial and operating information concerning the Company as of December 31, 2022. A copy of the press release and a copy of this supplemental information are furnished herewith as Exhibit 99.1 and Exhibit 99.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.
| Item 7.01. | Regulation FD Disclosure. |
|---|
The disclosure contained in Item 2.02 is incorporated herein by reference.
The information included in Item 2.02 and Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1 and Exhibit 99.2, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference into any of the Company’s filings under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof and regardless of any general incorporation language in such filings, except to the extent expressly set forth by specific reference in such a filing. The furnishing of the information included in Item 7.01 of this Current Report on Form 8-K shall not be deemed an admission as to the materiality of any information herein that is required to be disclosed solely by reason of Regulation FD.
| Item 9.01. | Financial Statements and Exhibits. |
|---|
(d) Exhibits
| Exhibit<br>No. | Description |
|---|---|
| 99.1 | Press Release, dated February 23, 2023 |
| 99.2 | Supplemental Financial & Operating Data, Fourth Quarter Ended December 31, 2022 |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, each registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| VICI PROPERTIES INC. | ||
|---|---|---|
| Date: February 23, 2023 | By: | /s/ SAMANTHA S. GALLAGHER |
| Samantha S. Gallagher | ||
| Executive Vice President, General Counsel and Secretary | ||
| VICI PROPERTIES L.P. | ||
| Date: February 23, 2023 | By: | /s/ SAMANTHA S. GALLAGHER |
| Samantha S. Gallagher | ||
| Secretary |
Document
Exhibit 99.1
VICI PROPERTIES INC. ANNOUNCES FOURTH QUARTER AND FULL YEAR 2022 RESULTS
Announces Record Financial Results Driven By 72% Full-Year Revenue Growth -
Closed on $22.8 Billion of Transactions in 2022 -
Establishes Guidance for Full Year 2023 -
NEW YORK, NY – February 23, 2023 – VICI Properties Inc. (NYSE: VICI) (“VICI Properties” or the “Company”), an experiential real estate investment trust, today reported results for the quarter and year ended December 31, 2022. All per share amounts included herein are on a per diluted share basis unless otherwise stated.
Fourth Quarter 2022 Financial and Operating Highlights
•Total revenues increased 100.9% year-over-year to $769.9 million
•Net income attributable to common stockholders increased 114.6% year-over-year to $604.1 million and, on a per share basis, increased 41.7% year-over-year to $0.63
•AFFO increased 74.8% year-over-year to $487.6 million and, on a per share basis, increased 15.5% year-over-year to $0.51
•Weighted average shares outstanding increased 51.4% year-over-year
•Announced the acquisition of the remaining 49.9% interest in the MGM Grand/Mandalay Bay joint venture and completed the acquisition subsequent to quarter-end
•Acquired two regional gaming assets through a sale-leaseback transaction with Foundation Gaming for $293.4 million
•Announced partnership with Canyon Ranch, providing up to $200.0 million in financing related to a development in Austin, Texas and purchase options for additional Canyon Ranch properties
•Announced $51.9 million Partner Property Growth Fund investment with Century Casinos Inc.
•Announced an agreement to provide up to $350.0 million in mezzanine loan financing for the construction of the Fontainebleau Las Vegas
•Entered into a lease agreement with Hard Rock related to the Mirage Hotel & Casino in Las Vegas
•Expanded existing partnership with Great Wolf Resorts through the origination of a construction loan of up to $287.9 million
•Completed an equity offering with aggregate value of $580.0 million in November 2022 and raised $212.4 million of gross proceeds under the ATM program
•Subsequent to quarter-end:
◦Acquired four gaming properties in Alberta, Canada for C$271.9 million, representing the Company’s first international investment
◦Completed a forward equity offering with an aggregate gross offering value of approximately $1.0 billion
Full Year 2022 Financial and Operating Highlights
•Total revenues increased 72.3% year-over-year to $2.6 billion
•Net income attributable to common stockholders increased 10.2% year-over-year to $1.1 billion and, on a per share basis, decreased 27.7% year-over-year to $1.27, primarily due to the impact of CECL and increased weighted average share count
•AFFO increased 61.7% year-over-year to $1.7 billion and, on a per share basis, increased 6.1% year-over-year to $1.93
•Announced and originated total investment volume of approximately $4.5 billion and completed $22.8 billion of acquisitions and investments, including the $4.0 billion strategic acquisition of the Venetian Resort Las Vegas and the $17.2 billion transformative acquisition of MGM Growth Properties LLC
•Increased annualized cash dividend by 8.3% in the third quarter
•Entered into a new $2.5 billion unsecured revolving credit facility
•Issued $5.0 billion inaugural investment grade senior notes
•Raised total equity proceeds of $1.3 billion through the Company’s ATM program and November equity offering
CEO Comments
Edward Pitoniak, Chief Executive Officer of VICI Properties, said, “In 2022, less than 5 years from our IPO, VICI became a Top 10 REIT in the RMZ REIT Index, a member of the S&P 500 and an investment grade issuer of credit. In the first half of the year, we completed our transformational acquisitions of MGM Growth Properties and the Venetian Resort Las Vegas, thereby becoming the leading real estate owner on America’s most dynamic commercial street, The Las Vegas Strip. In the second half of the year and into 2023, we demonstrated the advantage and flexibility provided by VICI’s scale and liquidity as we announced and originated approximately $4.5 billion of investments across a variety of gaming and non-gaming opportunities, diversifying our relationships and expanding internationally into Canada with our PURE Canadian Gaming announcement in January 2023. Finally, we are proud that VICI generated the highest—and only positive—total shareholder return of all S&P 500 REITs in 2022. We are confident that our 2022 activities and achievements will continue to put VICI in position for sustainable accretive growth and value creation for our shareholders into 2023 and beyond.”
Fourth Quarter 2022 Financial Results
Total Revenues
Total revenues were $769.9 million for the quarter, an increase of 100.9% compared to $383.2 million for the quarter ended December 31, 2021. The year-over-year increase in total revenues was primarily related to incremental revenue from the MGP Transactions (as defined below), which closed on April 29, 2022, and the Venetian Las Vegas Acquisition (as defined below), which closed on February 23, 2022. Total revenues for the quarter included $107.1 million of non-cash leasing and financing adjustments and $17.8 million of other income.
Net Income Attributable to Common Stockholders
Net income attributable to common stockholders was $604.1 million for the quarter, or $0.63 per share, compared to $281.5 million, or $0.44 per share, for the quarter ended December 31, 2021.
Funds from Operations (“FFO”)
FFO attributable to common stockholders was $614.1 million for the quarter, or $0.64 per share, compared to $281.5 million, or $0.44 per share, for the quarter ended December 31, 2021.
Adjusted Funds from Operations (“AFFO”)
AFFO attributable to common stockholders was $487.6 million for the quarter, an increase of 74.8% compared to $278.9 million for the quarter ended December 31, 2021. AFFO per share was $0.51 for the quarter compared to $0.44 per share for the quarter ended December 31, 2021.
Full Year 2022 Financial Results
Total Revenues
Total revenues were $2,600.7 million for the year, an increase of 72.3% compared to $1,509.6 million for the year ended December 31, 2021. The year-over-year increase in total revenues was primarily related to incremental revenue from the MGP Transactions, which closed on April 29, 2022, and the Venetian Las Vegas Acquisition, which closed on February 23, 2022. Total revenues for the year included $337.6 million of non-cash leasing and financing adjustments and $59.6 million of other income.
Net Income Attributable to Common Stockholders
Net income attributable to common stockholders was $1,117.6 million for the year, or $1.27 per share, compared to $1,013.9 million, or $1.76 per share, for the year ended December 31, 2021. The year-over-year increase in aggregate net income was primarily related to revenue from the MGP Transactions and the Venetian Las Vegas Acquisition, offset by the $834.5 million increase in the CECL allowance for the year ended December 31, 2022, which was primarily driven by the initial CECL allowances in relation to the MGP Transactions and the Venetian Las Vegas Acquisition. The year-over-year decline in net income attributable to common stockholders per share was driven by the increase in the CECL allowance for the year ended December 31, 2022 and the increased weighted average share count compared to the year ended December 31, 2021.
Funds from Operations (“FFO”)
FFO attributable to common stockholders was $1,144.8 million for the year, or $1.30 per share, compared to $1,013.9 million, or $1.76 per share, for the year ended December 31, 2021. The year-over-year decline in FFO per share was primarily related to the increase in the CECL allowance for the year ended December 31, 2022 and the increased weighted average share count compared to the year ended December 31, 2021.
Adjusted Funds from Operations (“AFFO”)
AFFO attributable to common stockholders was $1,693.8 million for the year, an increase of 61.7% compared to $1,047.4 million for the year ended December 31, 2021. AFFO per share was $1.93 for the year compared to $1.82 per share for the year ended December 31, 2021.
Fourth Quarter 2022 Acquisitions and Portfolio Activity
Acquisitions Activity
On December 1, 2022, the Company announced a definitive agreement pursuant to which it would acquire the remaining 49.9% interest in the joint venture that owns the MGM Grand Las Vegas and Mandalay Bay (the “MGM Grand/Mandalay Bay JV”) from Blackstone Real Estate Income Trust, Inc. (“BREIT”) for cash consideration of approximately $1.3 billion and the assumption of BREIT’s pro rata share of the existing $3.0 billion property-level debt. The MGM Grand/Mandalay Bay JV triple-
net lease currently generates total annual rent of approximately $303.8 million and will generate total annual rent of approximately $310.0 million upon the commencement of the next rental escalation on March 1, 2023. Subsequent to quarter-end, on January 9, 2023, the Company closed on the acquisition. The cash consideration was funded through a combination of cash on hand and proceeds from the settlement of outstanding forward sale agreements from the November 2022 equity offering and sales under the ATM program.
On December 22, 2022, the Company acquired the real estate assets of the Fitz Casino & Hotel, located in Tunica, Mississippi, and the WaterView Casino & Hotel, located in Vicksburg, Mississippi, from Foundation Gaming & Entertainment, LLC (“Foundation Gaming”) for an aggregate purchase price of $293.4 million. The Company financed the acquisition with cash on hand. Simultaneous with the acquisition, the Company entered into a triple-net master lease agreement with subsidiaries of Foundation Gaming related to the real estate assets, which has an initial total annual rent of $24.25 million, representing an implied acquisition cap rate of 8.3%.
Subsequent to quarter-end, on January 6, 2023, the Company acquired four real estate assets from PURE Canadian Gaming Corp. (“PURE”) in Alberta, Canada: PURE Casino Edmonton, PURE Casino Yellowhead, PURE Casino Calgary, and PURE Casino Lethbridge (collectively the “PURE Portfolio”) for an aggregate purchase price of approximately C$271.9 million (approximately US$200.8 million). The Company financed the acquisition with a combination of cash on hand and a C$140.0 million (approximately US$103.4 million) draw under its revolving credit facility. Simultaneous with the acquisition, the Company entered into a triple-net master lease agreement with PURE covering the PURE Portfolio, which has an initial total annual rent of approximately C$21.8 million (approximately US$16.1 million), representing an implied acquisition cap rate of 8.0%.
Loan Originations
On October 18, 2022, the Company announced a partnership with Canyon Ranch, a pioneer in the integrative wellness space, whereby it has agreed to provide a delayed draw term loan facility for up to $200.0 million to fund the development of Canyon Ranch’s newest wellness resort offering, Canyon Ranch Austin, in Austin, Texas. The Company also received a call right to acquire the real estate of Canyon Ranch Austin upon stabilization and a purchase option for the real estate of Canyon Ranch Tucson in Tucson, Arizona and Canyon Ranch Lenox in Lenox, Massachusetts, should Canyon Ranch elect to sell the real estate of either property. If the call right and/or purchase options are exercised, Canyon Ranch would continue to operate the applicable wellness resorts subject to a long-term triple net lease with VICI. Canyon Ranch Austin is expected to open in 2025.
On December 27, 2022, the Company announced definitive agreements pursuant to which the Company has agreed to provide up to $350.0 million in mezzanine loan financing to a partnership between Fontainebleau Development, LLC, a builder, owner, and operator of luxury hospitality, commercial and retail properties, and Koch Real Estate Investments, the real estate investment arm of Koch Industries, to complete the construction of Fontainebleau Las Vegas, a 67-story hotel, gaming, meeting, and entertainment destination coming to the north end of the Las Vegas Strip. The investment was, and will continue to be, funded by the Company in accordance with a construction draw schedule. Fontainebleau Las Vegas is expected to open in the fourth quarter of 2023.
On December 30, 2022, the Company originated a construction loan for up to $287.9 million to Great Wolf Resorts, Inc. (“Great Wolf”) related to the development of a Great Wolf Northeast Lodge in Mashantucket, Connecticut, a family resort project adjacent to the Foxwoods Resort Casino. The investment is expected to be funded in accordance with a construction draw schedule.
Other Portfolio Activity
On October 3, 2022, the Company announced a management agreement with CDN Golf Management Inc. (“CDN”), an affiliate of Cabot, a developer, owner and operator of world-class destination golf resorts and communities, pursuant to which CDN manages VICI’s four golf courses: Cascata, Rio Secco, Grand Bear and Chariot Run (collectively, the “Golf Courses”). As of October 1, 2022, CDN assumed all day-to-day operations of the Golf Courses and all of the Company’s former employees at the Golf Courses are employees of CDN. The Company continues to own the Golf Courses within its taxable REIT subsidiary, VICI Golf LLC. The management agreement has a term of 20 years with two five-year renewal options upon mutual agreement, subject to certain early termination rights.
On December 5, 2022, the Company announced that it will provide approximately $51.9 million of capital through its Partner Property Growth Fund to its existing tenant, Century Casinos, Inc. (NASDAQ: CNTY) (“Century”), for the construction of a land-based casino with an adjacent 38-room hotel tower at Century Casino Caruthersville. The Company will own the real estate improvements associated with these projects and annual rent under the existing Century master lease will increase by approximately $4.2 million upon completion of such projects.
On December 19, 2022, the Company entered into a triple-net lease agreement with Hard Rock International (“Hard Rock”) with respect to the real property associated with the Mirage Hotel & Casino (the “Mirage”) in Las Vegas, Nevada in connection with Hard Rock’s previously announced acquisition of the operations of the Mirage from MGM Resorts International (NYSE: MGM) (“MGM”). The Mirage lease has an initial annual base rent of $90.0 million with other economic terms substantially similar to the MGM master lease. Additionally, the Company may fund Hard Rock’s planned redevelopment of the Mirage through VICI’s Partner Property Growth Fund, although specific terms of the potential funding remains subject to ongoing discussions in connection with Hard Rock's broader planning of the potential redevelopment, as well as the negotiation of definitive documentation between VICI and Hard Rock.
Subsequent to quarter end, on February 15, 2023, the Company entered into a triple-net lease agreement with Cherokee Nation Businesses (“CNB”) with respect to the real property associated with the Gold Strike Casino Resort (“Gold Strike”) in Tunica, Mississippi in connection with CNB’s previously announced acquisition of the operations of Gold Strike from MGM. The Gold Strike lease has an initial annual base rent of $40.0 million with other economic terms substantially similar to the MGM master lease.
Annual base rent payments under the Company’s master lease with MGM were reduced by $90.0 million, to a total of $770.0 million, upon the close of MGM’s divestiture of operations of the Mirage and then further reduced by $40.0 million, to a total of $730.0 million, upon the close of MGM’s divestiture of the operations of Gold Strike.
Full Year 2022 Acquisitions and Portfolio Activity
Acquisitions and Investment Activity
Over the course of 2022, the Company announced and originated approximately $4.5 billion of acquisitions and investments at a weighted average initial yield of 6.6%.
Real estate acquisition volume totaled $3.3 billion, including: (i) the pending $203.9 million acquisition of the leasehold interest in the land and buildings associated with Rocky Gap Casino Resort, (ii) the $2.8 billion acquisition of the remaining 49.9% interest in the MGM Grand/Mandalay Bay JV (including the assumption of BREIT's pro rata share of the existing $3.0 billion
property-level debt), and (iii) the $293.4 million acquisition of the real estate assets of the Fitz Casino & Hotel and WaterView Casino & Hotel from Foundation Gaming.
Additionally, the Company entered into $1.2 billion of strategic financing partnerships, including: (i) mortgage financing for up to $80.0 million to fund the construction of new BigShots Golf facilities, (ii) the delayed draw term loan with Cabot for up to $120.0 million to fund the development of Cabot Citrus Farms and a purchase and sale agreement to convert a portion of the loan into real estate ownership, (iii) a mezzanine loan with Great Wolf for up to $59.0 million to fund the development of Great Wolf Lodge South Florida, (iv) a mezzanine loan with Great Wolf for up to $127.0 million to fund the development of Great Wolf Lodge Gulf Coast Texas, (v) a delayed draw term loan facility with Canyon Ranch for up to $200.0 million to fund the development of Canyon Ranch Austin, a call option for the real estate of Canyon Ranch Austin upon stabilization and a purchase option for the real estate of Canyon Ranch Tucson and Canyon Ranch Lenox, (vi) a mezzanine loan for up to $350.0 million to a partnership between Fontainebleau Development, LLC and Koch Real Estate Investments to complete the construction of Fontainebleau Las Vegas and (vii) a construction loan with Great Wolf for up to $287.9 million to fund development of a Great Wolf Lodge Northeast.
On February 23, 2022, the Company completed the previously announced transaction to acquire the land and real estate assets of the Venetian Resort Las Vegas for $4.0 billion in cash (the “Venetian Las Vegas Acquisition”), with an affiliate of certain funds managed by Apollo acquiring the operating assets of the Venetian Resort Las Vegas for $2.25 billion. The Company financed its portion of the Venetian Las Vegas Acquisition with proceeds from the settlement of an aggregate 119,000,000 forward equity shares, $600.0 million of borrowings under the Company’s unsecured revolving credit facility (which was subsequently repaid) and cash on hand.
On April 29, 2022, the Company closed on the previously announced acquisition of MGM Growth Properties LLC (“MGP”) and related transactions (the “MGP Transactions”). Under the terms of the MGP master transaction agreement, MGP stockholders received 1.366 shares of the Company’s newly issued common stock in exchange for each Class A common share of MGP, resulting in the Company issuing 214.6 million shares of common stock. The fixed exchange ratio represented an agreed upon price of $43.00 per share of MGP Class A common shares based on our trailing 5-day volume weighted average price per share of $31.47 as of July 30, 2021. MGM received $43.00 per unit in cash for the redemption of the majority of its units of MGP’s former operating partnership (“MGP OP”), which were converted into units of VICI Properties OP LLC, the Company’s operating partnership (“VICI OP”), in connection with the closing of the MGP Transactions, for total cash consideration of $4.4 billion financed with proceeds from the offering of the April 2022 Notes (as defined below). MGM retained approximately 12.2 million VICI OP units following the closing of the MGP Transactions. The MGP Class B share that was held by MGM was cancelled and ceased to exist.
Fourth Quarter 2022 and Full Year 2022 Capital Markets and Subsequent Activity
On February 8, 2022, the Company entered into a $2.5 billion unsecured revolving credit facility, scheduled to mature on March 31, 2026 and $1.0 billion delayed draw term loan facility. Concurrently, the Company terminated its existing secured revolving credit facility. The delayed draw term loan was available to be drawn up to 12 months following the effective date and subsequent to year end, on February 8, 2023, it expired undrawn in accordance with its terms.
On February 18, 2022, the Company settled 119,000,000 shares under the September 2021 and March 2021 forward sale
agreements in exchange for approximately $3.2 billion of total cash proceeds to fund a portion of the Venetian Las Vegas Acquisition.
On April 29, 2022, in connection with the closing of the MGP Transactions, the Company issued $5.0 billion of inaugural investment grade senior notes, comprised of (i) $500.0 million of 4.375% Senior Notes due 2025, (ii) $1.25 billion of 4.750% Senior Notes due 2028, (iii) $1.0 billion of 4.950% Senior Notes due 2030, (iv) $1.5 billion of 5.125% Senior Notes due 2032, and (v) $750.0 million of 5.625% Senior Notes due 2052 (collectively, the “April 2022 Notes”). The adjusted weighted average interest rate for the April 2022 Notes was 4.51% after taking into account the impact of prior forward starting interest rate swaps and treasury locks. The Company used the net proceeds from the April 2022 Notes offering (i) to fund the consideration for the redemption of a majority of MGM’s outstanding MGP OP units, which were converted into VICI OP units received by MGM in connection with the closing of the MGP Transactions, for $4.4 billion in cash on April 29, 2022, and (ii) to pay down the outstanding balance on the revolving credit facility drawn in connection with the closing of the Venetian Las Vegas Acquisition.
On November 3, 2022, the Company completed an offering of 18,975,000 shares of common stock (inclusive of 2,475,000 shares sold pursuant to the exercise in full of the underwriters’ option to purchase additional common stock) for an aggregate offering value of $580.0 million, all of which were sold subject to forward sale agreements (the “November 2022 Forward Sale Agreements”).
During the twelve months ended December 31, 2022, the Company sold a total of 21,617,592 shares under its ATM program at a weighted average price per share of $33.12 for an aggregate value of $715.9 million, all of which were sold subject to forward sale agreements (the “ATM Forward Sale Agreements”). After fees and other adjustments calculated in accordance with the ATM Forward Sale Agreements, the aggregate net value of $696.6 million yielded a net initial forward sale price per share of $32.22 as of December 31, 2022.
As of December 31, 2022, the Company had a total of 40,592,592 shares remaining to be settled under existing forward sale agreements for an aggregate value of approximately $1.3 billion. Subsequent to year-end in January 2023, the Company settled all 40,592,592 shares under existing forward sale agreements in exchange for approximately $1.3 billion of total cash proceeds used to fund VICI’s acquisition and investment activity.
Subsequent to year-end, on January 3, 2023, the Company drew down C$140.0 million (approximately US$103.4 million) under its revolving credit facility to fund a portion of the purchase price of the PURE Portfolio acquisition. On January 18, 2023, the Company completed a primary offering of 30,302,500 shares of common stock (inclusive of 3,952,500 shares sold pursuant to the exercise in full of the underwriters’ option to purchase additional common stock solely to cover over-allotments, if any) at a public offering price of $33.00 per share for an aggregate offering value of approximately $1.0 billion pursuant to forward sale agreements (the “January 2023 Forward Sale Agreements”).
The following table details the issuance of outstanding shares of common stock, including restricted common stock:
| Common Stock Outstanding | 2022 | 2021 | 2020 |
|---|---|---|---|
| Beginning Balance January 1 | 628,942,092 | 536,669,722 | 461,004,742 |
| Issuance of common stock in primary follow-on offerings | — | 65,000,000 | — |
| Issuance of common stock upon physical settlement of forward sale agreements (1) | 119,000,000 | 26,900,000 | 68,000,000 |
| Issuance of common stock in connection with the MGP Transactions | 214,552,532 | — | — |
| Issuance of common stock under the at-the-market offering program | — | — | 7,500,000 |
| Issuance of restricted and unrestricted common stock under the stock incentive program, net of forfeitures | 601,939 | 372,370 | 164,980 |
| Ending Balance December 31 | 963,096,563 | 628,942,092 | 536,669,722 |
____________________
(1)Excludes the 40,592,592 shares subject to the November 2022 Forward Sale Agreements and ATM Forward Sale Agreements as such shares were not yet settled as of December 31, 2022. Subsequent to the settlement of the November 2022 Forward Sale Agreements and ATM Forward Sale Agreements in January 2023, the Company had 1,003,689,155 shares of common stock outstanding.
The following table reconciles the weighted-average shares of common stock outstanding used in the calculation of basic earnings per share to the weighted-average shares of common stock outstanding used in the calculation of diluted earnings per share:
| Year Ended December 31, | |||
|---|---|---|---|
| (In thousands) | 2022 | 2021 | 2020 |
| Determination of shares: | |||
| Weighted-average shares of common stock outstanding | 877,508 | 564,467 | 506,141 |
| Assumed conversion of restricted stock | 955 | 924 | 412 |
| Assumed settlement of forward sale agreements | 1,213 | 11,675 | 4,356 |
| Diluted weighted-average shares of common stock outstanding | 879,676 | 577,066 | 510,909 |
Balance Sheet and Liquidity
As of December 31, 2022, the Company had approximately $15.5 billion in total debt (inclusive of $1.5 billion of unconsolidated debt related to the investment in the MGM Grand/Mandalay Bay JV) and approximately $4.2 billion in liquidity, comprised of: (i) $208.9 million in cash and cash equivalents, (ii) $217.3 million in short-term investments, (iii) $1.3 billion in estimated proceeds available through the physical settlement of the 40,592,592 shares subject to the November 2022 Forward Sale Agreements and ATM Forward Sale Agreements and (iv) $2.5 billion of availability under the revolving credit facility. Total liquidity excludes the $1.0 billion availability under the delayed draw term loan facility, as it expired undrawn in accordance with its terms on February 8, 2023.
Subsequent to year-end, the Company settled the 40,592,592 outstanding forward shares under the November 2022 Forward Sale Agreements and ATM Forward Sale Agreements and has 30,302,500 shares subject to the January 2023 Forward Sale Agreements, representing $965.0 million in estimated proceeds available through the physical settlement and issuance of the shares. Additionally, the Company drew down C$140.0 million (approximately US$103.4 million) under its revolving credit facility in connection with the acquisition of the PURE Portfolio and, in connection with the acquisition of the remaining 49.9% interest in the MGM Grand/Mandalay Bay JV, the Company assumed BREIT’s pro rata share of the property debt and
consolidated the $3.0 billion of property debt. Upon completion of these subsequent events, the Company had approximately $17.1 billion in total debt and approximately $3.8 billion in liquidity.
The Company’s outstanding indebtedness as of December 31, 2022 was as follows:
| ($ in millions) | December 31, 2022 | |
|---|---|---|
| Revolving Credit Facility | $ | — |
| Delayed Draw Term Loan | — | |
| 5.625% Notes due 2024 | 1,050.0 | |
| 3.500% Notes Due 2025 | 750.0 | |
| 4.375% Notes Due 2025 | 500.0 | |
| 4.625% Notes Due 2025 | 800.0 | |
| 4.500% Notes Due 2026 | 500.0 | |
| 4.250% Notes Due 2026 | 1,250.0 | |
| 5.750% Notes Due 2027 | 750.0 | |
| 3.750% Notes Due 2027 | 750.0 | |
| 4.500% Notes Due 2028 | 350.0 | |
| 4.750% Notes Due 2028 | 1,250.0 | |
| 3.875% Notes Due 2029 | 750.0 | |
| 4.625% Notes Due 2029 | 1,000.0 | |
| 4.950% Notes Due 2030 | 1,000.0 | |
| 4.125% Notes Due 2030 | 1,000.0 | |
| 5.125% Notes Due 2032 | 1,500.0 | |
| 5.625% Notes Due 2052 | 750.0 | |
| Total Unsecured Debt Outstanding, Face Value | $ | 13,950.0 |
| 50.1% Pro Rata Share of MGM Grand/Mandalay Bay JV Debt (unconsolidated) | $ | 1,503.0 |
| Total Debt Outstanding, Face Value | $ | 15,453.0 |
| Cash, Cash Equivalents and Short-Term Investments | $ | 426.3 |
| Net Debt | $ | 15,026.7 |
Dividends
On December 8, 2022, the Company declared a regular quarterly cash dividend of $0.39 per share, representing an 8.3% increase year-over-year. The Q4 2022 dividend was paid on January 5, 2023 to stockholders of record as of the close of business on December 22, 2022 and it totaled in aggregate approximately $375.4 million.
2023 Guidance
The Company is providing preliminary AFFO guidance for the full year 2023. In determining AFFO, the Company adjusts for certain items that are otherwise included in determining net income attributable to common stockholders, the most comparable generally accepted accounting principles in the United States (“GAAP”) financial measure. In reliance on the exception provided by applicable rules, the Company does not provide guidance for GAAP net income, the most comparable GAAP financial measure, or a reconciliation of 2023 AFFO to GAAP net income because we are unable to predict with reasonable certainty the amount of the change in non-cash allowance for credit losses under ASU No. 2016-13 - Financial Instruments—Credit Losses (Topic 326) (“ASC 326”) for a future period. The non-cash change in allowance for credit losses under ASC 326 with respect to a future period is dependent upon future events that are entirely outside of the Company’s control and may not be reliably predicted, including its tenants’ respective financial performance, fluctuations in the trading price of their common stock, credit ratings and outlook (each to the extent applicable), as well as broader macroeconomic performance. Based on past results and, as disclosed in our historical financial results, the impact of these adjustments could be material, individually or in the aggregate, to the Company’s reported GAAP results. For more information, see “Non-GAAP Financial Measures.”
The Company estimates AFFO for the year ending December 31, 2023 will be between $2,115 million and $2,155 million, or between $2.10 and $2.13 per diluted share. Guidance does not include the impact on operating results from any pending or possible future acquisitions or dispositions, capital markets activity, or other non-recurring transactions.
The following is a summary of the Company’s full-year 2023 guidance:
| For the Year Ending December 31, 2023 ($ in millions): | Low | High |
|---|---|---|
| Estimated Adjusted Funds From Operations (AFFO) | $2,115 | $2,155 |
| Estimated Adjusted Funds From Operations (AFFO) per diluted share | $2.10 | $2.13 |
| Estimated Weighted Average Share Count for the Year (in millions) | 1,009.5 | 1,009.5 |
The above per share estimates reflect the dilutive effect of the pending 30,302,500 shares related to the January 2023 Forward Sale Agreements as calculated under the treasury stock method. VICI OP Units held by a third party are reflected as non-controlling interests and the income allocable to them is deducted from net income to arrive at net income attributable to common stockholders and AFFO; accordingly, guidance represents AFFO per share attributable to common stockholders based solely on outstanding shares of VICI common stock.
The estimates set forth above reflect management’s view of current and future market conditions, including assumptions with respect to the earnings impact of the events referenced in this release. The estimates set forth above may be subject to fluctuations as a result of several factors and there can be no assurance that the Company’s actual results will not differ materially from the estimates set forth above.
Supplemental Information
In addition to this release, the Company has furnished Supplemental Financial Information, which is available on the Company’s website in the “Investors” section, under the menu heading “Financials”. This additional information is being provided as a supplement to the information in this release and the Company’s other filings with the SEC. The Company has no obligation to update any of the information provided to conform to actual results or changes in the Company’s portfolio, capital structure or future expectations, except may be required by applicable law.
Conference Call and Webcast
The Company will host a conference call and audio webcast on Friday, February 24, 2023 at 9:00 a.m. Eastern Time (ET). The conference call can be accessed by dialing 646-904-5544 (domestic) or +1 929-526-1599 (international) and entering the conference ID 160767. An audio replay of the conference call will be available from 12:00 p.m. ET on February 24, 2023 until midnight ET on March 3, 2023 and can be accessed by dialing 929-458-6194 (domestic) or +44 204 525 0658 (international) and entering the passcode 319421.
A live audio webcast of the conference call will be available in listen-only mode through the “Investors” section of the Company’s website, www.viciproperties.com, on February 24, 2023, beginning at 9:00 a.m. ET. A replay of the webcast will be available shortly after the call on the Company’s website and will continue for one year.
About VICI Properties
VICI Properties Inc. is an S&P 500® experiential real estate investment trust that owns one of the largest portfolios of market-leading gaming, hospitality and entertainment destinations, including Caesars Palace Las Vegas, MGM Grand and the Venetian Resort Las Vegas, three of the most iconic entertainment facilities on the Las Vegas Strip. VICI Properties’ geographically diverse portfolio consists of 49 gaming facilities across the United States and Canada comprising approximately 124 million square feet and features approximately 59,300 hotel rooms and more than 450 restaurants, bars, nightclubs and sportsbooks. Its properties are leased to industry leading gaming and hospitality operators, including Caesars Entertainment, Inc., Century Casinos, Inc., Cherokee Nation Entertainment, the Eastern Band of Cherokee Indians, Foundation Gaming & Entertainment, LLC, Hard Rock International Inc., JACK Entertainment LLC, MGM Resorts International, Penn Entertainment, Inc., PURE Canadian Gaming Corp., and The Venetian Las Vegas. VICI Properties has a growing array of investing and financing partnerships with leading non-gaming experiential operators, including Great Wolf Resorts, Cabot, Canyon Ranch and Chelsea Piers. VICI Properties also owns four championship golf courses and 34 acres of undeveloped and underdeveloped land adjacent to the Las Vegas Strip. VICI Properties’ strategy is to create the highest quality and most productive experiential real estate portfolio.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the federal securities laws. You can identify these statements by our use of the words “anticipates,” “assumes,” “believes,” “estimates,” “expects,” “guidance,” “intends,” “plans,” “projects,” and similar expressions that do not relate to historical matters. All statements other than statements of historical fact are forward-looking statements. You should exercise caution in interpreting and relying on forward-looking statements because they involve known and unknown risks, uncertainties, and other factors which are, in some cases, beyond the Company’s control and could materially affect actual results, performance, or achievements. Among those risks, uncertainties and other factors are:
the impact of changes in general economic conditions and market developments, including rising inflation, rising interest rates, supply chain disruptions, consumer confidence levels, unemployment levels and depressed real estate prices resulting from the severity and duration of any downturn in the U.S. or global economy; the impact of the rise in interest rates on us, including our ability to successfully pursue investments in, and acquisitions of, additional properties and to obtain debt financing for such investments at attractive interest rates, or at all; risks associated with our pending and recently completed transactions, including our ability or failure to realize the anticipated benefits thereof; our dependence on our tenants as tenants of our properties and their guarantors as guarantors of the lease payments and the negative consequences any material adverse effect on their respective businesses could have on us; the effects of our pending and recently completed transactions on us, including the future impact on our financial condition, financial and operating results, cash flows, strategy and plans; the anticipated benefits of certain arrangements with certain tenants relating to our funding of “same store” capital improvements in exchange for increased rent pursuant to the terms of our agreements with such tenants, which we refer to as the Partner Property Growth Fund; our borrowers’ ability to repay their outstanding loan obligations to us; our dependence on the gaming industry; the impact of extensive regulation from gaming and other regulatory authorities; the ability of our tenants to obtain and maintain regulatory approvals in connection with the operation of our properties, or the imposition of conditions to such regulatory approvals; the possibility that our tenants may choose not to renew their lease agreements with us following the initial or subsequent terms of the leases; restrictions on our ability to sell our properties subject to our lease agreements; our tenants and any guarantors’ historical results may not be a reliable indicator of their future results; our substantial amount of indebtedness, including indebtedness assumed and incurred by us in connection with our recently completed transactions, and ability to service, refinance and otherwise fulfill our obligations under such indebtedness; our historical financial information may not be reliable indicators of our future results of operations, financial condition and cash flows; our inability to successfully pursue investments in, and acquisitions of, additional properties; the possibility that we identify significant environmental, tax, legal or other issues that materially and adversely impact the value of assets acquired or secured as collateral (or other benefits we expect to receive) in any of our recently completed transactions; the possibility of adverse tax consequences as a result of our recently completed transactions, including tax protection agreements to which we are a party; increased volatility in our stock price, including as a result of our pending and recently completed transactions; our inability to maintain our qualification for taxation as a REIT; our reliance on distributions received from VICI OP and its subsidiaries to make distributions to our stockholders; our ability to continue to make distributions to holders of our common stock or maintain anticipated levels of distributions over time; and competition for transaction opportunities, including from other REITs, investment companies, private equity firms and hedge funds, sovereign funds, lenders, gaming companies and other investors that may have greater resources and access to capital and a lower cost of capital or different investment parameters than us.
Although the Company believes that in making such forward-looking statements its expectations are based upon reasonable assumptions, such statements may be influenced by factors that could cause actual outcomes and results to be materially different from those projected. The Company cannot assure you that the assumptions upon which these statements are based will prove to have been correct. Additional important factors that may affect the Company’s business, results of operations and financial position are described from time to time in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022, Quarterly Reports on Form 10-Q and the Company’s other filings with the Securities and Exchange Commission. The Company does not undertake any obligation to update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise, except as may be required by applicable law.
Non-GAAP Financial Measures
This press release presents Funds From Operations (“FFO”), FFO per share, Adjusted Funds From Operations (“AFFO”), AFFO per share and Adjusted EBITDA, which are not required by, or presented in accordance with, generally accepted accounting principles in the United States (“GAAP”). These are non-GAAP financial measures and should not be construed as alternatives to net income or as an indicator of operating performance (as determined in accordance with GAAP). We believe FFO, FFO per share, AFFO, AFFO per share and Adjusted EBITDA provide a meaningful perspective of the underlying operating performance of our business.
FFO is a non-GAAP financial measure that is considered a supplemental measure for the real estate industry and a supplement to GAAP measures. Consistent with the definition used by The National Association of Real Estate Investment Trusts (Nareit), we define FFO as net income (or loss) attributable to common stockholders (computed in accordance with GAAP) excluding (i) gains (or losses) from sales of certain real estate assets, (ii) depreciation and amortization related to real estate, (iii) gains and losses from change in control and (iv) impairment write-downs of certain real estate assets and investments in entities when the impairment is directly attributable to decreases in the value of depreciable real estate held by the entity.
AFFO is a non-GAAP financial measure that we use as a supplemental operating measure to evaluate our performance. We calculate AFFO by adding or subtracting from FFO non-cash leasing and financing adjustments, non-cash change in allowance for credit losses, transaction costs incurred in connection with the acquisition of real estate investments, non-cash stock-based compensation expense, amortization of debt issuance costs and original issue discount, other non-cash interest expense, non-real estate depreciation (which is comprised of the depreciation related to our golf course operations), capital expenditures (which are comprised of additions to property, plant and equipment related to our golf course operations), impairment charges related to non-depreciable real estate, gains (or losses) on debt extinguishment and interest rate swap settlements, other non-recurring non-cash gains or losses (such as non-cash gain upon lease modification) and non-cash adjustments attributable to non-controlling interest with respect to certain of the foregoing.
We calculate Adjusted EBITDA by adding or subtracting from AFFO contractual interest expense and interest income (collectively, interest expense, net) and income tax expense.
These non-GAAP financial measures: (i) do not represent cash flow from operations as defined by GAAP; (ii) should not be considered as an alternative to net income as a measure of operating performance or to cash flows from operating, investing and financing activities; and (iii) are not alternatives to cash flow as a measure of liquidity. In addition, these measures should not be viewed as measures of liquidity, nor do they measure our ability to fund all of our cash needs, including our ability to make cash distributions to our stockholders, to fund capital improvements, or to make interest payments on our indebtedness. Investors are also cautioned that FFO, FFO per share, AFFO, AFFO per share and Adjusted EBITDA, as presented, may not be comparable to similarly titled measures reported by other real estate companies, including REITs, due to the fact that not all real estate companies use the same definitions. Our presentation of these measures does not replace the presentation of our financial results in accordance with GAAP.
Reconciliations of net income to FFO, FFO per share, AFFO, AFFO per share and Adjusted EBITDA are included in this release.
VICI Properties Inc.
Consolidated Balance Sheets
(In thousands)
| December 31, 2022 | December 31, 2021 | |||
|---|---|---|---|---|
| Assets | ||||
| Real estate portfolio: | ||||
| Investments in leases - sales-type, net | $ | 17,172,325 | $ | 13,136,664 |
| Investments in leases - financing receivables, net | 16,740,770 | 2,644,824 | ||
| Investments in loans, net | 685,793 | 498,002 | ||
| Investment in unconsolidated affiliate | 1,460,775 | — | ||
| Land | 153,560 | 153,576 | ||
| Cash and cash equivalents | 208,933 | 739,614 | ||
| Short-term investments | 217,342 | — | ||
| Other assets | 936,328 | 424,693 | ||
| Total assets | $ | 37,575,826 | $ | 17,597,373 |
| Liabilities | ||||
| Debt, net | $ | 13,739,675 | $ | 4,694,523 |
| Accrued expenses and deferred revenue | 213,388 | 113,530 | ||
| Dividends and distributions payable | 380,178 | 226,309 | ||
| Other liabilities | 952,472 | 375,837 | ||
| Total liabilities | 15,285,713 | 5,410,199 | ||
| Stockholders’ equity | ||||
| Common stock | 9,631 | 6,289 | ||
| Preferred stock | — | — | ||
| Additional paid in capital | 21,645,499 | 11,755,069 | ||
| Accumulated other comprehensive income | 185,353 | 884 | ||
| Retained earnings | 93,154 | 346,026 | ||
| Total VICI stockholders’ equity | 21,933,637 | 12,108,268 | ||
| Non-controlling interests | 356,476 | 78,906 | ||
| Total stockholders’ equity | 22,290,113 | 12,187,174 | ||
| Total liabilities and stockholders’ equity | $ | 37,575,826 | $ | 17,597,373 |
_______________________________________________________
Note: As of December 31, 2022 and December 31, 2021, our Investments in leases - sales-type, Investments in leases - financing receivables, Investments in loans and Other assets (sales-type sub-leases) are net of $570.4 million, $726.7 million, $6.9 million and $19.8 million, respectively, and $434.9 million, $91.1 million, $0.8 million, and $6.5 million, respectively, of Allowance for credit losses.
VICI Properties Inc.
Consolidated Statement of Operations
(In thousands, except share and per share data)
| Three Months Ended December 31, | Year Ended December 31, | |||||||
|---|---|---|---|---|---|---|---|---|
| 2022 | 2021 | 2022 | 2021 | |||||
| Revenues | ||||||||
| Income from sales-type leases | $ | 386,293 | $ | 294,635 | $ | 1,464,245 | $ | 1,167,972 |
| Income from lease financing receivables and loans | 355,685 | 72,664 | 1,041,229 | 283,242 | ||||
| Other income | 17,818 | 6,911 | 59,629 | 27,808 | ||||
| Golf revenues | 10,110 | 8,944 | 35,594 | 30,546 | ||||
| Total revenues | 769,906 | 383,154 | 2,600,697 | 1,509,568 | ||||
| Operating expenses | ||||||||
| General and administrative | 15,029 | 9,030 | 48,340 | 33,122 | ||||
| Depreciation | 811 | 771 | 3,182 | 3,091 | ||||
| Other expenses | 17,818 | 6,911 | 59,629 | 27,808 | ||||
| Golf expenses | 6,272 | 5,881 | 22,602 | 20,762 | ||||
| Change in allowance for credit losses | (30,965) | 4,899 | 834,494 | (19,554) | ||||
| Transaction and acquisition expenses | 3,287 | 713 | 22,653 | 10,402 | ||||
| Total operating expenses | 12,252 | 28,205 | 990,900 | 75,631 | ||||
| Income from unconsolidated affiliate | 21,916 | — | 59,769 | — | ||||
| Interest expense | (169,329) | (70,437) | (539,953) | (392,390) | ||||
| Interest income | 5,633 | 45 | 9,530 | 120 | ||||
| Loss from extinguishment of debt | — | — | — | (15,622) | ||||
| Income before income taxes | 615,874 | 284,557 | 1,139,143 | 1,026,045 | ||||
| Income tax expense | (1,032) | (759) | (2,876) | (2,887) | ||||
| Net income | $ | 614,842 | $ | 283,798 | $ | 1,136,267 | $ | 1,023,158 |
| Less: Net income attributable to non-controlling interests | (10,789) | (2,319) | (18,632) | (9,307) | ||||
| Net income attributable to common stockholders | $ | 604,053 | $ | 281,479 | $ | 1,117,635 | $ | 1,013,851 |
| Net income per common share | ||||||||
| Basic | $ | 0.63 | $ | 0.45 | $ | 1.27 | $ | 1.80 |
| Diluted | $ | 0.63 | $ | 0.44 | $ | 1.27 | $ | 1.76 |
| Weighted average number of common shares outstanding | ||||||||
| Basic | 962,580,619 | 628,632,771 | 877,508,388 | 564,467,362 | ||||
| Diluted | 965,299,406 | 637,407,750 | 879,675,845 | 577,066,292 |
VICI Properties Inc.
Reconciliation of Net Income to FFO, FFO per Share, AFFO, AFFO per Share and Adjusted EBITDA
(In thousands, except share and per share data)
| Three Months Ended December 31, | Year Ended December 31, | |||||||
|---|---|---|---|---|---|---|---|---|
| 2022 | 2021 | 2022 | 2021 | |||||
| Net income attributable to common stockholders | $ | 604,053 | $ | 281,479 | $ | 1,117,635 | $ | 1,013,851 |
| Real estate depreciation | — | — | — | — | ||||
| Joint venture depreciation and non-controlling interest adjustments | 10,093 | — | 27,146 | — | ||||
| FFO | 614,146 | 281,479 | 1,144,781 | 1,013,851 | ||||
| Non-cash leasing and financing adjustments | (107,109) | (31,363) | (337,631) | (119,426) | ||||
| Non-cash change in allowance for credit losses | (30,965) | 4,899 | 834,494 | (19,554) | ||||
| Non-cash stock-based compensation | 3,627 | 2,304 | 12,986 | 9,371 | ||||
| Transaction and acquisition expenses | 3,287 | 713 | 22,653 | 10,402 | ||||
| Amortization of debt issuance costs and original issue discount | 10,301 | 20,729 | 48,595 | 71,452 | ||||
| Other depreciation | 780 | 742 | 3,060 | 2,970 | ||||
| Capital expenditures | (709) | (852) | (1,802) | (2,490) | ||||
| (Gain) loss on extinguishment of debt and interest rate swap settlements (1) | — | — | (5,405) | 79,861 | ||||
| Joint venture non-cash adjustments and non-controlling interest adjustments | (5,759) | 227 | (27,930) | 1,000 | ||||
| AFFO | 487,599 | 278,878 | 1,693,801 | 1,047,437 | ||||
| Interest expense, net | 153,395 | 49,663 | 487,233 | 256,579 | ||||
| Income tax expense | 1,032 | 759 | 2,876 | 2,887 | ||||
| Joint venture adjustments and non-controlling interest adjustments | 11,568 | — | 30,755 | — | ||||
| Adjusted EBITDA | $ | 653,594 | $ | 329,300 | $ | 2,214,665 | $ | 1,306,903 |
| Net income per common share | ||||||||
| Basic | $ | 0.63 | $ | 0.45 | $ | 1.27 | $ | 1.80 |
| Diluted | $ | 0.63 | $ | 0.44 | $ | 1.27 | $ | 1.76 |
| FFO per common share | ||||||||
| Basic | $ | 0.64 | $ | 0.45 | $ | 1.30 | $ | 1.80 |
| Diluted | $ | 0.64 | $ | 0.44 | $ | 1.30 | $ | 1.76 |
| AFFO per common share | ||||||||
| Basic | $ | 0.51 | $ | 0.44 | $ | 1.93 | $ | 1.86 |
| Diluted | $ | 0.51 | $ | 0.44 | $ | 1.93 | $ | 1.82 |
| Weighted average number of shares of common stock outstanding | ||||||||
| Basic | 962,580,619 | 628,632,771 | 877,508,388 | 564,467,362 | ||||
| Diluted | 965,299,406 | 637,407,750 | 879,675,845 | 577,066,292 |
____________________
(1) For the year ended December 31, 2021, includes swap breakage costs of approximately $64.2 million incurred by VICI PropCo on September 15, 2021 in connection with the early settlement of the outstanding interest rate swap agreements.
VICI Properties Inc.
Revenue Detail
(In thousands)
| Three Months Ended December 31, | Year Ended December 31, | |||||||
|---|---|---|---|---|---|---|---|---|
| 2022 | 2021 | 2022 | 2021 | |||||
| Contractual revenue from sales-type and direct financing leases | ||||||||
| Caesars Regional Master Lease & Joliet Lease (excluding Harrah's NOLA, AC, and Laughlin) | $ | 129,544 | $ | 122,127 | $ | 497,731 | $ | 405,879 |
| Caesars Las Vegas Master Lease | 110,932 | 103,923 | 427,600 | 506,810 | ||||
| The Venetian Resort Las Vegas Lease | 62,500 | — | 212,798 | — | ||||
| Greektown Lease | 12,830 | 12,830 | 51,320 | 53,085 | ||||
| Hard Rock Cincinnati Lease | 11,176 | 11,010 | 44,206 | 43,554 | ||||
| Caesars Southern Indiana Lease | 8,247 | 8,125 | 32,663 | 10,562 | ||||
| Century Master Lease | 6,376 | 6,311 | 25,504 | 25,250 | ||||
| Margaritaville Lease | 5,953 | 5,865 | 23,784 | 23,469 | ||||
| Income from sales-type and direct financing leases non-cash adjustment(1) | 38,735 | 24,444 | 148,639 | 99,363 | ||||
| Income from sales-type and direct financing leases | 386,293 | 294,635 | 1,464,245 | 1,167,972 | ||||
| Contractual income from lease financing receivables | ||||||||
| MGM Master Lease | 211,855 | — | 574,967 | — | ||||
| Harrah's NOLA, AC, and Laughlin | 41,866 | 39,470 | 160,855 | 156,701 | ||||
| JACK Entertainment Master Lease | 17,251 | 16,470 | 68,442 | 65,880 | ||||
| Mirage Lease | 3,145 | — | 3,145 | — | ||||
| Foundation Master Lease | 652 | — | 652 | — | ||||
| Income from lease financing receivables non-cash adjustment(1) | 68,379 | 6,929 | 188,993 | 20,427 | ||||
| Income from lease financing receivables | 343,148 | 62,869 | 997,054 | 243,008 | ||||
| Contractual interest income | ||||||||
| Senior Secured Loans | 9,801 | 9,269 | 37,524 | 39,785 | ||||
| Mezzanine Loans | 2,741 | 537 | 6,651 | 813 | ||||
| Income from loans non-cash adjustment(1) | (5) | (11) | — | (364) | ||||
| Income from loans | 12,537 | 9,795 | 44,175 | 40,234 | ||||
| Income from lease financing receivables and loans | 355,685 | 72,664 | 1,041,229 | 283,242 | ||||
| Other income | 17,818 | 6,911 | 59,629 | 27,808 | ||||
| Golf revenues | 10,110 | 8,944 | 35,594 | 30,546 | ||||
| Total revenues | $ | 769,906 | $ | 383,154 | $ | 2,600,697 | $ | 1,509,568 |
____________________
(1) Amounts represent non-cash adjustments to recognize revenue on an effective interest basis in accordance with GAAP.
Investor Contacts:
Investors@viciproperties.com
(646) 949-4631
Or
David Kieske
EVP, Chief Financial Officer
DKieske@viciproperties.com
Moira McCloskey
SVP, Capital Markets
MMcCloskey@viciproperties.com
18
vici4q22financialsupplem
VICI Q4 2022 Supplemental Financial & Operating Data 1 S U P P L E M E N TA L F I N A N C I A L & O P E R ATI N G DATA F O U R T H Q U A R T E R E N D E D D E C E M B E R 3 1 , 2 0 2 2 E x h i b i t 9 9 . 2
VICI Q4 2022 Supplemental Financial & Operating Data 2 Disclaimers Forward Looking Statements Certain statements in this presentation are forward-looking statements within the meaning of the federal securities laws. Forward-looking statements are based on VICI Properties Inc.’s (“VICI” or the “Company”) current plans, expectations and projections about future events and are not guarantees of future performance. These statements can be identified by the fact that they do not relate strictly to historical facts and by the use of words such as “anticipates,” “assumes,” “believes,” “estimates,” “expects,” “guidance,” “intends,” “plans,” “projects,” and similar expressions that do not relate to historical matters. All statements other than statements of historical fact are forward-looking statements. You should exercise caution in interpreting and relying on forward- looking statements because they involve known and unknown risks, uncertainties, and other factors which are, in some cases, beyond the Company’s control and could materially affect actual results, performance or achievements. Among those risks, uncertainties and other factors are: the impact of changes in general economic conditions and market developments, including rising inflation, rising interest rates, supply chain disruptions, consumer confidence levels, unemployment levels and depressed real estate prices resulting from the severity and duration of any downturn in the U.S. or global economy; the impact of the rise in interest rates on us, including our ability to successfully pursue investments in, and acquisitions of, additional properties and to obtain debt financing for such investments at attractive interest rates, or at all; our dependence on our tenants of our properties and their affiliates that serve as guarantors of the lease payments and the negative consequences any material adverse effect on their respective businesses could have on us; the possibility that our pending transactions may not be consummated on the terms or timeframes contemplated, or at all; the ability of the parties to our pending transactions and any future transactions to satisfy the conditions set forth in the definitive transaction documents, including the ability to receive, or delays in obtaining, the governmental and regulatory approvals and consents required to consummate the pending transactions, or other delays or impediments to completing the transactions; our ability to obtain the financing necessary to complete our pending acquisitions on the terms we currently expect in a timely manner, or at all; the effects of our recently completed transactions on us, including the future impact on our financial condition, financial and operating results, cash flows, strategy and plans; the anticipated benefits of certain arrangements with certain tenants relating to our funding of “same store” capital improvements in exchange for increased rent pursuant to the terms of our existing lease agreements with such tenants, which we collectively refer to as the Partner Property Growth Fund; our borrowers’ ability to repay their outstanding loan obligations to us; our dependence on the gaming industry; our ability to pursue our business and growth strategies may be limited by our substantial debt service requirements and by the requirement that we distribute 90% of our real estate investment trust (“REIT”) taxable income in order to qualify for taxation as a REIT and that we distribute 100% of our REIT taxable income in order to avoid current entity-level U.S. federal income taxes; our inability to maintain our qualification for taxation as a REIT; the impact of extensive regulation from gaming and other regulatory authorities; the ability of our tenants to obtain and maintain regulatory approvals in connection with the operation of our properties, or the imposition of conditions to such regulatory approvals; the possibility that our tenants may choose not to renew our lease agreements following the initial or subsequent terms of the leases; restrictions on our ability to sell our properties subject to our lease agreements; our tenants and any guarantors’ historical results may not be a reliable indicator of their future results; our substantial amount of indebtedness, including indebtedness assumed and incurred by us in connection with our recently completed transactions, and ability to service, refinance and otherwise fulfill our obligations under such indebtedness; our historical financial information may not be reliable indicators of our future results of operations, financial condition and cash flows; our inability to successfully pursue investments in, and acquisitions of, additional properties; our ability to obtain the financing necessary to complete acquisitions or related transactions on the terms we currently expect in a timely manner, or at all; the possibility that any transactions may not be completed or that completion may be unduly delayed, and the potential adverse impact on our business, operations and stock price; the possibility that we identify significant environmental, tax, legal or other issues that materially and adversely impact the value of assets acquired or secured as collateral (or other benefits we expect to receive) in any of our recently completed transactions; the possibility of adverse tax consequences as a result of our recently completed transactions, including tax protection agreements to which we are a party; increased volatility in our stock price, including as a result of our pending or recently completed transactions; our inability to maintain our qualification for taxation as a REIT; the impact of climate change, natural disasters, war, political and public health conditions or uncertainty or civil unrest, violence or terrorist activities or threats on our properties and changes in economic conditions or heightened travel security and health measures instituted in response to these events; the loss of the services of key personnel; the inability to attract, retain and motivate employees; the costs and liabilities associated with environmental compliance; failure to establish and maintain an effective system of integrated internal controls; our reliance on distributions received from VICI Properties OP LLC, our operating partnership, and its subsidiaries to make distributions to our stockholders; our ability to continue to make distributions to holders of our common stock or maintain anticipated levels of distributions over time; and competition for transaction opportunities, including from other REITs, investment companies, private equity firms and hedge funds, sovereign funds, lenders, gaming companies and other investors that may have greater resources and access to capital and a lower cost of capital or different investment parameters than us. Although the Company believes that in making such forward-looking statements its expectations are based upon reasonable assumptions, such statements may be influenced by factors that could cause actual outcomes and results to be materially different from those projected. The Company cannot assure you that the assumptions upon which these statements are based will prove to have been correct. Additional important factors that may affect the Company’s business, results of operations and financial position are described from time to time in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022, Quarterly Reports on Form 10-Q and the Company’s other filings with the Securities and Exchange Commission. The Company does not undertake any obligation to update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise, except as may be required by applicable law. Tenant, Borrower and Other Company Information The Company makes no representation as to the accuracy or completeness of the information regarding its tenants, including Caesars Entertainment, Inc. (“Caesars”), Century Casinos, Inc. (“Century Casinos”), Cherokee Nation Entertainment, L.L.C. (“CNE”), the Eastern Band of Cherokee Indians (“EBCI”), Foundation Gaming and Entertainment LLC (“Foundation Gaming”), Seminole Hard Rock Entertainment, Inc. (“Hard Rock”), JACK Ohio LLC (“JACK Entertainment”), MGM Resorts International (“MGM”), PENN Entertainment, Inc. (“PENN Entertainment”), PURE Canadian Gaming Corp. (“PURE Canadian”) and an affiliate of certain funds managed by affiliates of Apollo Global Management, Inc. (“Venetian Las Vegas Tenant”), borrowers and other companies included in this presentation. The historical audited and unaudited financial statements of Caesars, as the parent and guarantor of CEOC, LLC and MGM, as the parent and guarantor of MGM Lessee, LLC, the Company's significant lessees, have been filed with the Securities and Exchange Commission (“SEC”). Certain financial and other information for our tenants, guarantors, borrowers and other companies included in this presentation have been derived from their respective filings, if and as applicable, and other publicly available presentations and press releases. While we believe this information to be reliable, we have not independently investigated or verified such data. Market and Industry Data and Trademark Information This presentation contains estimates and information concerning the Company's industry, including market position, rent growth, corporate governance, and other analyses of the Company's peers, that are based on industry publications, reports and peer company public filings. This information involves a number of assumptions and limitations, and you are cautioned not to rely on or give undue weight to this information. The Company has not independently verified the accuracy or completeness of the data contained in these industry publications, reports or filings. The industry in which the Company operates is subject to a high degree of uncertainty and risk due to a variety of factors, including those described in the "Risk Factors" section of the Company's public filings with the SEC. The brands operated at our properties are trademarks of their respective owners. None of these owners nor any of their respective officers, directors, agents or employees have approved any disclosure contained in this presentation or are responsible or liable for the content of this presentation. Non-GAAP Financial Measures This presentation includes reference to Funds From Operations (“FFO”), FFO per share, Adjusted Funds From Operations (“AFFO”), AFFO per share, and Adjusted EBITDA, which are not required by, or presented in accordance with, generally accepted accounting principles in the United States (“GAAP”). These are non-GAAP financial measures and should not be construed as alternatives to net income or as an indicator of operating performance (as determined in accordance with GAAP). We believe FFO, FFO per share, AFFO, AFFO per share and Adjusted EBITDA provide a meaningful perspective of the underlying operating performance of our business. For additional information regarding these non-GAAP financial measures see “Definitions of Non-GAAP Financial Measures” included in the Appendix at the end of this presentation. Financial Data Financial information provided herein is as of December 31, 2022 unless otherwise indicated.
VICI Q4 2022 Supplemental Financial & Operating Data 3 Corporate Overview About VICI Properties (NYSE: VICI) Senior Management Edward Pitoniak John Payne David Kieske Samantha Gallagher Gabriel Wasserman Kellan Florio Moira McCloskey Chief Executive Officer & Director President & Chief Operating Officer EVP, Chief Financial Officer EVP, General Counsel & Secretary SVP, Chief Accounting Officer SVP, Chief Investment Officer SVP, Capital Markets VICI Properties Inc. is an S&P 500® experiential real estate investment trust that owns one of the largest portfolios of market-leading gaming, hospitality and entertainment destinations, including Caesars Palace Las Vegas, MGM Grand and the Venetian Resort Las Vegas, three of the most iconic entertainment facilities on the Las Vegas Strip. VICI Properties’ geographically diverse portfolio consists of 49 gaming facilities across the United States and Canada comprising of approximately 124 million square feet and features approximately 59,300 hotel rooms and more than 450 restaurants, bars, nightclubs and sportsbooks. Its properties are leased to industry leading gaming and hospitality operators, including Caesars Entertainment, Inc., Century Casinos, Inc., Cherokee Nation Entertainment, the Eastern Band of Cherokee Indians, Foundation Gaming & Entertainment, Inc., Hard Rock International Inc., JACK Entertainment LLC, MGM Resorts International, PENN Entertainment, Inc., PURE Canadian Gaming Corp., and The Venetian Las Vegas. The Company has a growing array of investing and financing partnerships with leading non-gaming experiential operators, including Cabot, Canyon Ranch, Chelsea Piers, and Great Wolf Resorts. VICI Properties also owns four championship golf courses and 34 acres of undeveloped and underdeveloped land adjacent to the Las Vegas Strip. VICI Properties’ strategy is to create the highest quality and most productive experiential real estate portfolio. For additional information, please visit www.viciproperties.com Covering Equity Analysts Covering Fixed Income Analysts Firm BofA Securities Deutsche Bank J.P. Morgan Analyst James Kayler Luis Chinchilla Mark Streeter Phone (646) 855-9223 (212) 250-9980 (212) 834-5086 Email James.f.kayler@bofa.com Luis.chinchilla@db.com Mark.streeter@jpmorgan.com Firm BofA Securities Capital One Securities CBRE Citi Deutsche Bank Evercore ISI Green Street Advisors Jefferies JMP Securities J.P. Morgan Keybanc Ladenburg Thalmann & Co. Macquarie Capital Morgan Stanley Raymond James Robert W. Baird Scotiabank SMBC Nikko Securities Stifel Nicolaus Truist Securities Wolfe Research Analyst Shaun Kelley Dan Guglielmo John DeCree Smedes Rose Carlo Santarelli Steve Sakwa Chris Darling David Katz Mitch Germain Anthony Paolone Todd Thomas John Massocca Chad Beynon Ronald Kamdem RJ Milligan Wesley Golladay Greg McGinniss Richard Anderson Simon Yarmak Barry Jonas Andrew Rosivach Email Shaun.kelley@bofa.com Daniel.guglielmo@capitalone.com John.decree@cbre.com Smedes.rose@citi.com Carlo.santarelli@db.com Steve.sakwa@evercoreisi.com Cdarling@greenstreet.com Dkatz@jefferies.com Mgermain@jmpsecurities.com Anthony.paolone@jpmorgan.com Tthomas@key.com Jmassocca@ladenburg.com Chad.beynon@macquarie.com Ronald.kamdem@morganstanley.com Rjmilligan@raymondjames.com Wgolladay@rwbaird.com Greg.mcginniss@scotiabank.com Randerson@smbcnikko-si.com Yarmaks@stifel.com Barry.jonas@truist.com Arosivach@wolferesearch.com Phone (646) 855-1005 (202) 213-6408 (702) 691-3213 (212) 816-6243 (212) 250-5815 (212) 446-9462 (949) 640-8780 (212) 323-3355 (212) 906-3537 (212) 622-6682 (917) 368-2286 (212) 409-2543 (212) 231-2634 (212) 296-8319 (727) 567-2585 (216) 737-7510 (212) 225-6906 (646) 521-2351 (443) 224-1345 (212) 590-0998 (646) 582-9250 Contact InformationBoard of Directors James Abrahamson Diana Cantor Monica Douglas Elizabeth Holland Craig Macnab Edward Pitoniak Michael Rumbolz Independent Director, Chairman of the Board Independent Director, Audit Committee Chair Independent Director Independent Director, Nominating & Governance Committee Chair Independent Director, Compensation Committee Chair Chief Executive Officer & Director Independent Director Corporate Headquarters VICI Properties Inc. 535 Madison Ave., 20th Fl New York, NY 10022 (646) 949-4631 Transfer Agent Computershare 7530 Lucerne Drive, Suite 305 Cleveland, OH 44130 (800) 962-4284 www.computershare.com Investor Relations investors@viciproperties.com Public Markets Detail Ticker: VICI Exchange: NYSE Public Relations pr@viciproperties.com Website www.viciproperties.com
VICI Q4 2022 Supplemental Financial & Operating Data 4 Table of Contents Consolidated Balance Sheets 7-8 Consolidated Statements of Operations 9-10 Non-GAAP Financial Measures 11-12 2023 Guidance 17 Portfolio Overview 21-22 Summary of Current Lease Terms 23-26 Investment Activity 27 Definitions of Non-GAAP Financial Measures 31 6 Portfolio Diversification 20 Revenue Detail 13-14 Portfolio & Financial Highlights Debt Detail 18 Gaming Embedded Growth Pipeline 29 Annualized Contractual Rent and Income from Loans 16 An S&P 500® Company MGM Grand/Mandalay Bay Joint Venture Detail 15 Capitalization & Key Credit Metrics 19 52022 Highlights Capital Markets Activity 28 Non-Gaming Embedded Growth Pipeline 30
VICI Q4 2022 Supplemental Financial & Operating Data 5 2022 Highlights +103.2% $5.0Bn 8th Largest REIT +8.3% $4.5Bn S&P 500$22.8Bn +13.0% Closed $22.8 billion of real estate acquisitions and loans in 2022 adding 18 properties and 3 tenants to our portfolio $4.5 billion of announced real estate acquisitions, loan originations and Partner Property Growth Fund investments in 2022 Added to the S&P 500 index on June 8, 2022 Generated the highest and only positive 2022 total return among all S&P 500 REITs and outperformed the RMZ REIT Index by ~4,000 percentage points 8th largest 4-wall REIT by enterprise value as of December 31, 2022 Increased enterprise value to $46.6Bn as of YE 2022 from $22.9Bn as of YE 2021 Raised $5.0 billion in VICI’s inaugural investment grade bond offering – the largest 4- wall REIT bond issuance in history Announced 8.3% dividend increase in Q3 2022, VICI’s 5th consecutive annual dividend bump since its formation in 2017
VICI Q4 2022 Supplemental Financial & Operating Data 6 Three Months Ended Dec. 31, 2022 Sep. 30, 2022 Jun. 30, 2022 Mar. 31, 2022 Dec. 31, 2021 Net Income (Loss) Per Common Share Basic $0.63 $0.34 ($0.06) $0.35 $0.45 Diluted $0.63 $0.34 ($0.06) $0.35 $0.44 Funds From Operations Per Common Share Basic $0.64 $0.35 ($0.06) $0.35 $0.45 Diluted $0.64 $0.35 ($0.06) $0.35 $0.44 Adjusted Funds From Operations Per Common Share Basic $0.51 $0.49 $0.48 $0.45 $0.44 Diluted $0.51 $0.49 $0.48 $0.44 $0.44 Net Income (Loss) Attributable to Common Stockholders $604,053 $330,905 ($57,706) $240,383 $281,479 Adjusted EBITDA Attributable to Common Stockholders $653,594 $638,614 $564,490 $357,967 $329,300 Annualized Dividend Per Share $1.56 $1.56 $1.44 $1.44 $1.44 Dividend Yield at Period End 4.8% 5.2% 4.8% 5.1% 4.8% Portfolio & Financial Highlights (amounts in thousands, except per share, portfolio and property data) Financial Highlights as of December 31, 2022 1. See "Non-GAAP Financial Measures" on pages 11-12 of this presentation for the reconciliations and "Definitions of Non-GAAP Financial Measures" on page 31 of this presentation for the definitions of these Non-GAAP Financial Measures. 2. LQA Net Leverage Ratio is defined as Total Debt less Cash, Cash Equivalents & Short-Term Investments divided by last quarter annualized (“LQA”) Adjusted EBITDA for the quarter ended December 31, 2022. LTM Net Leverage for the period ended December 31, 2022 was 6.8x. For the LTM period ended December 31, 2022, Adjusted EBITDA reflects the impact of the MGP acquisition for the period from the date of its consummation, April 29, 2022, to December 31, 2022, and, as a result, the LTM Net Leverage Ratio as of December 31, 2022 does not reflect a full 12 months of income from the MGP acquisition. See “Q4’22 LQA Net Leverage" on page 19 for more information and reconciliations on this metric. 3. Metrics include the impact of (i) the acquisition of PURE Casino Edmonton, PURE Casino Yellowhead, PURE Casino Calgary, and PURE Casino Lethbridge (collectively, the “PURE Canadian Portfolio”), which closed subsequent to year end on January 6, 2023, (ii) the acquisition of the remaining 49.9% interest in the MGM Grand Las Vegas and Mandalay Bay joint venture (the "MGM Grand/Mandalay Bay JV"), which closed subsequent to year end on January 9, 2023, and (iii) CNE’s acquisition of the operations of Gold Strike Casino Resort on February 15, 2023. 4. As adjusted for (i) VICI’s pending acquisition of the leasehold interest in the land and buildings associated with Rocky Gap Casino Resort (“Rocky Gap”), which is subject to customary closing conditions and regulatory approvals. No assurance can be provided that this transaction will close on the anticipated timeline or at all. Please refer to page 27 of this presentation for additional details regarding this pending transaction. 5. Based on annualized contractual rent as of February 1, 2023, including initial annual rent for the pending Rocky Gap acquisition and assumes an exchange rate of C$1.00 CAD:US$0.75 as of February 1, 2023, for the PURE Canadian portfolio. MGM Master Lease rent is allocated based on internal rent allocations by property location. 1 Geographic Diversity (As Adjusted)4 Tenant Diversity (As Adjusted)4 80% Public Tenants / 20% Private Tenants (By % of Rent)4,554% Las Vegas / 45% Regional / 1% International (By % of Total Square Footage)4,5 Caesars 40% MGM 36% Venetian 9% Hard Rock 5% PENN 3% JACK 2% Century Casinos 1% Cherokee Nation 1% EBCI 1% Foundation 1% PURE Canadian 1% % of Rent5 1 1 Shares Outstanding 963,096,563 Third-Party OP Units Outstanding 12,231,373 Share Price $32.40 Equity Market Capitalization $31,600,625 Total Debt $15,453,000 Cash, Cash Equivalents & Short-Term Investments $426,275 Total Enterprise Value $46,627,350 LQA Net Leverage Ratio2 5.7x Summary Capitalization Portfolio Highlights3 Portfolio Summary Properties 49 Golf Courses 4 Developable Las Vegas Strip Land 34 acres States 15 Metropolitan Statistical Areas 23 Weighted Average Remaining Lease Term, Including Renewal Options (as of 12/31/2022) 43.4 years Occupancy Rate 100% Regional 53% Las Vegas 47% International 1% % of Rent5
VICI Q4 2022 Supplemental Financial & Operating Data 7 (amounts in thousands, except share and per share data) Consolidated Balance Sheets December 31, 2022 December 31, 2021 Assets Real estate portfolio: Investments in leases - sales-type, net 17,172,325$ 13,136,664$ Investments in leases - financing receivables, net 16,740,770 2,644,824 Investments in loans, net 685,793 498,002 Investment in unconsolidated affiliate 1,460,775 — Land 153,560 153,576 Cash and cash equivalents 208,933 739,614 Short-term investments 217,342 — Other assets 936,328 424,693 Total assets 37,575,826$ 17,597,373$ Liabilities Debt, net 13,739,675$ 4,694,523$ Accrued expenses and deferred revenue 213,388 113,530 Dividends and distributions payable 380,178 226,309 Other liabilities 952,472 375,837 Total liabilities 15,285,713 5,410,199 Stockholders' equity 9,631 6,289 — — Additional paid-in capital 21,645,499 11,755,069 Accumulated other comprehensive income 185,353 884 Retained earnings 93,154 346,026 Total VICI stockholders' equity 21,933,637 12,108,268 Non-controlling interests 356,476 78,906 Total stockholders' equity 22,290,113 12,187,174 Total liabilities and stockholders' equity 37,575,826$ 17,597,373$ Common stock, $0.01 par value, 1,350,000,000 shares authorized and 963,096,563 and 628,942,092 shares issued and outstanding at December 31, 2022 and December 31, 2021, respectively Preferred stock, $0.01 par value, 50,000,000 shares authorized and no shares outstanding at December 31, 2022 and December 31, 2021
VICI Q4 2022 Supplemental Financial & Operating Data 8 Consolidated Balance Sheets – Quarterly (amounts in thousands, except share and per share data) December 31, 2022 September 30, 2022 June 30, 2022 March 31, 2022 Assets Real estate portfolio: Investments in leases - sales-type, net 17,172,325$ 17,011,585$ 17,075,857$ 17,113,699$ Investments in leases - financing receivables, net 16,740,770 16,441,616 16,486,522 2,650,633 Investments in loans, net 685,793 579,805 545,162 513,128 Investment in unconsolidated affiliate 1,460,775 1,463,230 1,464,766 — Land 153,560 153,560 153,576 153,576 Cash and cash equivalents 208,933 518,383 614,001 568,702 Short-term investments 217,342 207,722 — — Other assets 936,328 932,081 949,333 741,583 Total assets 37,575,826$ 37,307,982$ 37,289,217$ 21,741,321$ Liabilities Debt, net 13,739,675$ 13,730,503$ 13,721,500$ 5,297,014$ Accrued expenses and deferred revenue 213,388 202,888 173,734 99,062 Dividends and distributions payable 380,178 380,174 346,526 269,276 Other liabilities 952,472 932,120 932,570 592,183 Total liabilities 15,285,713 15,245,685 15,174,330 6,257,535 Stockholders' equity Common stock 9,631 9,631 9,631 7,484 Preferred stock — — — — Additional paid-in capital 21,645,499 21,641,945 21,644,198 14,971,890 Accumulated other comprehensive income 185,353 191,314 197,275 109,495 Retained earnings (deficit) 93,154 (133,311) (88,610) 315,809 Total VICI stockholders' equity 21,933,637 21,709,579 21,762,494 15,404,678 Non-controlling interest 356,476 352,718 352,393 79,108 Total stockholders' equity 22,290,113 22,062,297 22,114,887 15,483,786 Total liabilities and stockholders' equity 37,575,826$ 37,307,982$ 37,289,217$ 21,741,321$
VICI Q4 2022 Supplemental Financial & Operating Data 9 Impact to net income related to non-cash change in allowance for credit losses - CECL 30,965$ (4,899)$ (834,494)$ 19,554$ Per share impact related to non-cash change in allowance for credit losses - CECL Basic 0.03$ (0.01)$ (0.95)$ 0.03$ Diluted 0.03$ (0.01)$ (0.95)$ 0.03$ Three Months Ended December 31, Year Ended December 31, 2022 2021 2022 2021 Revenues Income from sales-type leases 386,293$ 294,635$ 1,464,245$ 1,167,972$ Income from lease financing receivables and loans 355,685 72,664 1,041,229 283,242 Other income 17,818 6,911 59,629 27,808 Golf revenues 10,110 8,944 35,594 30,546 Total revenues 769,906 383,154 2,600,697 1,509,568 Operating expenses General and administrative 15,029 9,030 48,340 33,122 Depreciation 811 771 3,182 3,091 Other expenses 17,818 6,911 59,629 27,808 Golf expenses 6,272 5,881 22,602 20,762 Change in allowance for credit losses (30,965) 4,899 834,494 (19,554) Transaction and acquisition expenses 3,287 713 22,653 10,402 Total operating expenses 12,252 28,205 990,900 75,631 Income from unconsolidated affiliate 21,916 — 59,769 — Interest expense (169,329) (70,437) (539,953) (392,390) Interest income 5,633 45 9,530 120 Loss from extinguishment of debt — — — (15,622) Income before income taxes 615,874 284,557 1,139,143 1,026,045 Income tax expense (1,032) (759) (2,876) (2,887) Net income 614,842 283,798 1,136,267 1,023,158 Less: Net income attributable to non-controlling interests (10,789) (2,319) (18,632) (9,307) Net income attributable to common stockholders 604,053$ 281,479$ 1,117,635$ 1,013,851$ Net income per common share Basic 0.63$ 0.45$ 1.27$ 1.80$ Diluted 0.63$ 0.44$ 1.27$ 1.76$ Weighted average number of shares of common stock outstanding Basic 962,580,619 628,632,771 877,508,388 564,467,362 Diluted 965,299,406 637,407,750 879,675,845 577,066,292 Consolidated Statements of Operations (amounts in thousands, except share and per share data) 1. Refer to Note 5 – Allowance for Credit Losses within our Annual Report on form 10-K for the year ended December 31, 2022. 1 1
VICI Q4 2022 Supplemental Financial & Operating Data 10 Impact to net income (loss) related to non-cash change in allowance for credit losses - CECL 30,965$ (232,763)$ (551,876)$ (80,820)$ Per share impact related to non-cash change in allowance for credit losses - CECL Basic 0.03$ (0.24)$ (0.62)$ (0.12)$ Diluted 0.03$ (0.24)$ (0.62)$ (0.12)$ Three Months Ended December 31, 2022 September 30, 2022 June 30, 2022 March 31, 2022 Revenues Income from sales-type leases 386,293$ 376,048$ 375,169$ 326,735$ Income from lease financing receivables and loans 355,685 350,945 261,721 72,878 Other income 17,818 17,862 15,563 8,386 Golf revenues 10,110 6,688 10,170 8,626 Total revenues 769,906 751,543 662,623 416,625 Operating expenses General and administrative 15,029 12,063 11,782 9,466 Depreciation 811 816 779 776 Other expenses 17,818 17,862 15,563 8,386 Golf expenses 6,272 5,186 5,859 5,285 Change in allowance for credit losses (30,965) 232,763 551,876 80,820 Transaction and acquisition expenses 3,287 1,947 16,664 755 Total operating expenses 12,252 270,637 602,523 105,488 Income from unconsolidated affiliate 21,916 22,719 15,134 — Interest expense (169,329) (169,354) (133,128) (68,142) Interest income 5,633 3,024 780 93 Income (loss) before income taxes 615,874 337,295 (57,114) 243,088 Income tax expense (1,032) (417) (1,027) (400) Net income (loss) 614,842 336,878 (58,141) 242,688 Less: Net (income) loss attributable to non-controlling interests (10,789) (5,973) 435 (2,305) Net income (loss) attributable to common stockholders 604,053$ 330,905$ (57,706)$ 240,383$ Net income (loss) per common share Basic 0.63$ 0.34$ (0.06)$ 0.35$ Diluted 0.63$ 0.34$ (0.06)$ 0.35$ Weighted average number of shares of common stock outstanding Basic 962,580,619 962,573,646 896,545,880 684,341,045 Diluted 965,299,406 964,134,340 896,545,880 687,914,683 Consolidated Statements of Operations – Quarterly (amounts in thousands, except share and per share data) 1. Refer to Note 5 – Allowance for Credit Losses within our Annual Report on form 10-K for the year ended December 31, 2022. 2. For the calculation of diluted net income (loss) per common share for the quarter ending June 30, 2022, the diluted weighted average number of shares of common stock outstanding is equal to the basic weighted average number of shares of common stock outstanding. Refer to page 12 for further details. 2 1 1
VICI Q4 2022 Supplemental Financial & Operating Data 11 Non-GAAP Financial Measures (amounts in thousands, except share and per share data) 1. See definitions of Non-GAAP Financial Measures on page 31 of this presentation. Three Months Ended December 31, Year Ended December 31, 2022 2021 2022 2021 Net income attributable to common stockholders 604,053$ 281,479$ 1,117,635$ 1,013,851$ Real estate depreciation — — — — Joint venture depreciation and non-controlling interest adjustments 10,093 — 27,146 — Funds From Operations (FFO) attributable to common stockholders1 614,146 281,479 1,144,781 1,013,851 Non-cash leasing and financing adjustments (107,109) (31,363) (337,631) (119,426) Non-cash change in allowance for credit losses (30,965) 4,899 834,494 (19,554) Non-cash stock-based compensation 3,627 2,304 12,986 9,371 Transaction and acquisition expenses 3,287 713 22,653 10,402 Amortization of debt issuance costs and original issue discount 10,301 20,729 48,595 71,452 Other depreciation 780 742 3,060 2,970 Capital expenditures (709) (852) (1,802) (2,490) (Gain) loss on extinguishment of debt and interest rate swap settlements — — (5,405) 79,861 Joint venture non-cash adjustments and non-controlling interest adjustments (5,759) 227 (27,930) 1,000 Adjusted Funds From Operations (AFFO) attributable to common stockholders1 487,599 278,878 1,693,801 1,047,437 Interest expense, net 153,395 49,663 487,233 256,579 Income tax expense 1,032 759 2,876 2,887 Joint venture adjustments and non-controlling interest adjustments 11,568 — 30,755 — Adjusted EBITDA attributable to common stockholders1 653,594$ 329,300$ 2,214,665$ 1,306,903$ Net income per common share Basic 0.63$ 0.45$ 1.27$ 1.80$ Diluted 0.63$ 0.44$ 1.27$ 1.76$ FFO per common share Basic 0.64$ 0.45$ 1.30$ 1.80$ Diluted 0.64$ 0.44$ 1.30$ 1.76$ AFFO per common share Basic 0.51$ 0.44$ 1.93$ 1.86$ Diluted 0.51$ 0.44$ 1.93$ 1.82$ Weighted average number of shares of common stock outstanding - Net income, FFO and AFFO Basic 962,580,619 628,632,771 877,508,388 564,467,362 Diluted 965,299,406 637,407,750 879,675,845 577,066,292
VICI Q4 2022 Supplemental Financial & Operating Data 12 Non-GAAP Financial Measures – Quarterly (amounts in thousands, except share and per share data) 1. See definitions of Non-GAAP Financial Measures on page 31 of this presentation. 2. For the three months ended June 30, 2022, the diluted weighted average number of shares of common stock outstanding in relation to AFFO is adjusted to include the dilutive effect, using the treasury stock method, of the assumed conversion of our restricted stock in the amount of 816,708 shares. For the three months ended June 30, 2022, such amounts have been excluded from the diluted weighted average number of shares of common stock in relation to net income (loss) and FFO as these were in loss positions and the effect of inclusion would have been anti- dilutive. Three Months Ended December 31, 2022 September 30, 2022 June 30, 2022 March 31, 2022 Net income (loss) income attributable to common stockholders 604,053$ 330,905$ (57,706)$ 240,383$ Real estate depreciation — — — — Joint venture depreciation and non-controlling interest adjustments 10,093 9,743 7,310 — Funds From Operations (FFO) attributable to common stockholders1 614,146 340,648 (50,396) 240,383 Non-cash leasing and financing adjustments (107,109) (108,553) (86,405) (35,564) Non-cash change in allowance for credit losses (30,965) 232,763 551,876 80,820 Non-cash stock-based compensation 3,627 3,493 3,236 2,630 Transaction and acquisition expenses 3,287 1,947 16,664 755 Amortization of debt issuance costs and original issue discount 10,301 10,326 11,991 15,977 Other depreciation 780 785 749 746 Capital expenditures (709) (437) (202) (454) (Gain) loss on extinguishment of debt and interest rate swap settlements — — (5,405) — Joint venture non-cash adjustments and non-controlling interest adjustments (5,759) (10,315) (12,058) 202 Adjusted Funds From Operations (AFFO) attributable to common stockholders1 487,599 470,657 430,050 305,495 Interest expense, net 153,395 156,004 125,762 52,072 Income tax expense 1,032 417 1,027 400 Joint venture adjustments and non-controlling interest adjustments 11,568 11,536 7,651 — Adjusted EBITDA attributable to common stockholders1 653,594$ 638,614$ 564,490$ 357,967$ Net income (loss) per common share Basic 0.63$ 0.34$ (0.06)$ 0.35$ Diluted 0.63$ 0.34$ (0.06)$ 0.35$ FFO per common share Basic 0.64$ 0.35$ (0.06)$ 0.35$ Diluted 0.64$ 0.35$ (0.06)$ 0.35$ Weighted average number of shares of common stock outstanding - Net income (Loss) and FFO Basic 962,580,619 962,573,646 896,545,880 684,341,045 Diluted 965,299,406 964,134,340 896,545,880 687,914,683 AFFO per common share Basic 0.51$ 0.49$ 0.48$ 0.45$ Diluted 0.51$ 0.49$ 0.48$ 0.44$ Weighted average number of shares of common stock outstanding - AFFO Basic 962,580,619 962,573,646 896,545,880 684,341,045 Diluted2 965,299,406 964,134,340 897,362,588 687,914,683
VICI Q4 2022 Supplemental Financial & Operating Data 13 Three Months Ended December 31, Year Ended December 31, 2022 2021 2022 2021 Contractual revenue from sales-type leases Caesars Regional Master Lease (excluding Harrah's NOLA, AC, and Laughlin) & Joliet 129,544$ 122,127$ 497,731$ 405,879$ Caesars Las Vegas Master Lease 110,932 103,923 427,600 506,810 The Venetian Resort Las Vegas Lease 62,500 — 212,798 — Greektown Lease 12,830 12,830 51,320 53,085 Hard Rock Cincinnati Lease 11,176 11,010 44,206 43,554 Caesars Southern Indiana Lease 8,247 8,125 32,663 10,562 Century Master Lease 6,376 6,311 25,504 25,250 Margaritaville Lease 5,953 5,865 23,784 23,469 Income from sales-type leases non-cash adjustment 38,735 24,444 148,639 99,363 Income from sales-type leases 386,293 294,635 1,464,245 1,167,972 Contractual revenue from lease financing receivables MGM Master Lease 211,855 — 574,967 — Harrah's NOLA, AC, and Laughlin 41,866 39,470 160,855 156,701 JACK Entertainment Master Lease 17,251 16,470 68,442 65,880 Mirage Lease 3,145 — 3,145 — Foundation Gaming Master Lease 652 — 652 — Income from lease financing receivables non-cash adjustment 68,379 6,929 188,993 20,427 Income from lease financing receivables 343,148 62,869 997,054 243,008 Contractual interest income Senior Secured Loans 9,801 9,269 37,524 39,785 Mezzanine Loans 2,741 537 6,651 813 Income from loans non-cash adjustment (5) (11) — (364) Income from loans 12,537 9,795 44,175 40,234 Income from lease financing receivables and loans 355,685 72,664 1,041,229 283,242 Other income 17,818 6,911 59,629 27,808 Golf revenues 10,110 8,944 35,594 30,546 Total revenues 769,906$ 383,154$ 2,600,697$ 1,509,568$ Revenue Detail Note: Revenue attributable to the MGM Grand/Mandalay Bay JV is accounted for in Income from Unconsolidated Affiliates. Please see page 15 for more information. 1. On September 3, 2021, in connection with EBCI’s acquisition of the operations of Caesars Southern Indiana, VICI entered into a triple-net lease agreement with EBCI and the annual base rent payment under the Caesars Regional Master Lease was reduced by $32.5 million. 2. Amounts represent non-cash adjustments to recognize revenue on an effective interest basis in accordance with GAAP. (amounts in thousands, except share and per share data) 1 2 2 2
VICI Q4 2022 Supplemental Financial & Operating Data 14 Three Months Ended December 31, 2022 September 30, 2022 June 30, 2022 March 31, 2022 Contractual revenue from sales-type leases Caesars Regional Master Lease (excluding Harrah's NOLA, AC, and Laughlin) & Joliet 129,544$ 122,729$ 122,729$ 122,729$ Caesars Las Vegas Master Lease 110,932 105,556 105,556 105,556 The Venetian Resort Las Vegas Lease 62,500 62,500 62,500 25,298 Greektown Lease 12,830 12,830 12,830 12,830 Hard Rock Cincinnati Lease 11,176 11,010 11,010 11,010 Caesars Southern Indiana Lease 8,247 8,166 8,125 8,125 Century Master Lease 6,376 6,376 6,376 6,376 Margaritaville Lease 5,953 5,953 5,954 5,924 Income from sales-type leases non-cash adjustment 38,735 40,928 40,089 28,887 Income from sales-type leases 386,293 376,048 375,169 326,735 Contractual revenue from lease financing receivables MGM Master Lease 211,855 215,000 148,112 — Harrah's NOLA, AC, and Laughlin 41,866 39,663 39,663 39,663 JACK Entertainment Master Lease 17,251 17,250 17,251 16,690 Mirage Lease 3,145 — — — Foundation Gaming Master Lease 652 — — — Income from lease financing receivables non-cash adjustment 68,379 67,629 46,319 6,666 Income from lease financing receivables 343,148 339,542 251,345 63,019 Contractual interest income Senior Secured Loans 9,801 9,508 9,185 9,030 Mezzanine Loans 2,741 1,898 1,194 818 Income from loans non-cash adjustment (5) (3) (3) 11 Income from loans 12,537 11,403 10,376 9,859 Income from lease financing receivables and loans 355,685 350,945 261,721 72,878 Other income 17,818 17,862 15,563 8,386 Golf revenues 10,110 6,688 10,170 8,626 Total revenues 769,906$ 751,543$ 662,623$ 416,625$ Revenue Detail – Quarterly (amounts in thousands, except share and per share data) Note: Revenue attributable to the MGM Grand/Mandalay Bay JV is accounted for in Income from Unconsolidated Affiliates. Please see page 15 for more information. 1. Amounts represent non-cash adjustments to recognize revenue on an effective interest basis in accordance with GAAP. 1 1 1
VICI Q4 2022 Supplemental Financial & Operating Data 15 MGM Grand/Mandalay Bay Joint Venture Detail Note: Operating data represents VICI’s 50.1% share of MGM Grand/Mandalay Bay JV revenues and expenses. As the MGP acquisition (including the acquisition of VICI’s share in the MGM Grand/Mandalay Bay JV) closed in Q2’22, there is no comparable prior year comparison. Subsequent to year end, on January 9, 2023, the Company acquired the remaining 49.9% interest from Blackstone Real Estate Income Trust, Inc. ("BREIT"), and accordingly, will consolidate the operations of the MGM Grand/Mandalay Bay JV starting in the first quarter of 2023. (amounts in thousands, except share and per share data) Company's Pro-Rata Share of MGM Grand/Mandalay Bay Joint Venture Operations: Three Months Ended December 31, Year Ended December 31, 2022 2021 2022 2021 Lease income 49,439$ —$ 132,937$ —$ Expenses Depreciation 10,497 — 28,225 — General and administrative 546 — 749 — Interest expense 13,731 — 36,865 — Basis difference amortization 2,749 — 7,330 — Total expenses 27,523 — 73,168 — Income from unconsolidated affiliates 21,916$ —$ 59,769$ —$ Company's Pro-Rata Share of MGM Grand/Mandalay Bay Joint Venture Operations - Quarterly: Three Months Ended December 31, 2022 September 30, 2022 June 30, 2022 March 30, 2022 Lease income 49,439$ 49,439$ 34,058$ —$ Expenses Depreciation 10,497 10,497 7,231 — General and administrative 546 99 103 — Interest expense 13,731 13,731 9,403 — Basis difference amortization 2,749 2,394 2,187 — Total expenses 27,523 26,721 18,924 — Income from unconsolidated affiliates 21,916$ 22,719$ 15,134$ —$
VICI Q4 2022 Supplemental Financial & Operating Data 16 Annualized Contractual Rent and Income from Loans ($ in millions, as of February 1, 2023) 1. In connection with CNE's acquisition of the operations of Gold Strike Casino Resort on February 15, 2023, and Hard Rock's acquisition of the operations of the Mirage on December 19, 2022, both from MGM Resorts, current annual rent under the MGM master lease was reduced by $40.0 million and $90.0 million, respectively, to $730.0 million upon consummation of each transaction. 2. Assumes an exchange rate of C$1.00 CAD:US$0.75 as of February 1, 2023. Assets Per Lease Locations Annualized Rent Annualized Contractual Rent MGM Master Lease1 11 Las Vegas / Regional $730.0 Caesars Regional Master Lease & Joliet Lease 16 Regional 703.7 Caesars Las Vegas Master Lease 2 Las Vegas 454.5 MGM Grand/Mandalay Bay Master Lease 2 Las Vegas 303.8 The Venetian Resort Las Vegas Lease 1 Las Vegas 250.0 Mirage Lease 1 Las Vegas 90.0 JACK Entertainment Master Lease 2 Regional 70.0 Greektown Lease 1 Regional 51.3 Hard Rock Cincinnati Lease 1 Regional 44.7 Gold Strike Lease1 1 Regional 40.0 Caesars Southern Indiana Lease 1 Regional 33.0 Century Master Lease 3 Regional 27.5 Margaritaville Lease 1 Regional 26.5 Foundation Gaming Master Lease 2 Regional 24.3 PURE Canadian Master Lease2 4 International 16.4 Total Annualized Contractual Rent 49 $2,865.5 Principal Balance as of December 31, 2022 Blended Interest Rate Annualized Income from Loans Annualized Contractual Income from Loans Senior Secured Loans $495.9 7.8% $38.8 Mezzanine Loans 196.6 9.1% 17.9 Total Annualized Contractual Income from Loans $692.5 8.2% $56.7 Total Annualized Contractual Rent and Income from Loans $2,922.3
VICI Q4 2022 Supplemental Financial & Operating Data 17 2023 Guidance The Company is providing preliminary AFFO guidance for the full year 2023. In determining AFFO, the Company adjusts for certain items that are otherwise included in determining net income attributable to common stockholders, the most comparable GAAP financial measure. In reliance on the exemption provided by applicable rules, the Company does not provide guidance for GAAP net income, the most comparable GAAP financial measure, or a reconciliation of 2023 AFFO to GAAP net income because we are unable to predict with reasonable certainty the amount of the change in non-cash allowance for credit losses under ASU No. 2016-13 - Financial Instruments—Credit Losses (Topic 326) (“ASC 326”) for a future period. The non-cash change in allowance for credit losses under ASC 326 with respect to a future period is dependent upon future events that are entirely outside of the Company’s control and may not be reliably predicted, including its tenants’ respective financial performance, fluctuations in the trading price of their common stock, credit ratings and outlook (each to the extent applicable), as well as broader macroeconomic performance. Based on past results and, as disclosed in the Company’s historical financial results, the impact of these adjustments could be material, individually or in the aggregate, to the Company’s reported GAAP results. For more information, see “Non-GAAP Financial Measures” on page 31 of this presentation. The Company estimates AFFO for the year ending December 31, 2023 will be between $2,115.0 million and $2,155.0 million, or between $2.10 and $2.13 per diluted common share. Guidance does not include the impact on operating results from any possible or pending future acquisitions or dispositions, capital markets activity, or other non-recurring transactions. The following is a summary of the Company’s full-year 2023 guidance: The above per share estimates reflect the dilutive effect of the pending 30,302,500 shares related to the January 2023 Forward Sale Agreements as calculated under the treasury stock method. VICI OP Units held by a third party are reflected as non-controlling interests and the income allocable to them is deducted from net income to arrive at net income attributable to common stockholders and AFFO; accordingly, guidance represents AFFO per share attributable to common stockholders based solely on outstanding shares of VICI common stock. The estimates set forth above reflect management’s view of current and future market conditions, including assumptions with respect to the earnings impact of the events referenced in this presentation. The estimates set forth above may be subject to fluctuations as a result of several factors and there can be no assurance that the Company’s actual results will not differ materially from the estimates set forth above. ($ in millions, except per share data) 2023 Guidance For the Year Ending December 31, 2023: Low High Estimated Adjusted Funds From Operations (AFFO) $2,115.0 $2,155.0 Estimated Adjusted Funds From Operations (AFFO) per common diluted share $2.10 $2.13 Estimated Weighted Average Common Share Count at Year End (in millions) 1,009.5 1,009.5
VICI Q4 2022 Supplemental Financial & Operating Data 18 As of December 31, 2022 Maturity Coupon Effective Face % of Carrying Debt Date Rate Rate Value Total Debt Value1 Senior Unsecured Debt2 $2.5Bn Revolving Credit Facility3 3/31/20275 SOFR+1.05%6 SOFR+1.05%6 - - - $1.0Bn Delayed Draw Term Loan4 3/31/20275 SOFR+1.20%6 SOFR+1.20%6 - - - 2024 Bond Maturity 5.625% Notes due 20247 5/1/2024 5.625% 5.625% $1,050,000 6.8% $1,055,127 2025 Bond Maturities 3.500% Notes due 2025 2/15/2025 3.500% 3.500% 750,000 4.9% 745,020 4.375% Notes due 2025 5/15/2025 4.375% 4.375% 500,000 3.2% 496,314 4.625% Notes due 20257 6/15/2025 4.625% 4.625% 800,000 5.2% 784,274 2026 Bond Maturities 4.500% Notes due 20267 9/1/2026 4.500% 4.500% 500,000 3.2% 481,560 4.250% Notes due 2026 12/1/2026 4.250% 4.250% 1,250,000 8.1% 1,238,825 2027 Bond Maturities 5.750% Notes due 20277 2/1/2027 5.750% 5.750% 750,000 4.9% 759,019 3.750% Notes due 2027 2/15/2027 3.750% 3.750% 750,000 4.9% 743,086 2028 Bond Maturities 4.500% Notes due 20287 1/15/2028 4.500% 4.500% 350,000 2.3% 337,184 4.750% Notes due 2028 2/15/2028 4.750% 4.516%8 1,250,000 8.1% 1,237,082 2029 Bond Maturities 3.875% Notes due 20297 2/15/2029 3.875% 3.875% 750,000 4.9% 680,850 4.625% Notes due 2029 12/1/2029 4.625% 4.625% 1,000,000 6.5% 988,931 2030 Bond Maturities 4.950% Notes due 2030 2/15/2030 4.950% 4.541%8 1,000,000 6.5% 987,618 4.125% Notes due 2030 8/15/2030 4.125% 4.125% 1,000,000 6.5% 988,626 2032 Bond Maturity 5.125% Notes due 2032 5/15/2032 5.125% 3.980%8 1,500,000 9.7% 1,480,799 2052 Bond Maturity 5.625% Notes due 2052 5/15/2052 5.625% 5.625% 750,000 4.9% 735,360 Total Unsecured Debt - - - $13,950,000 90.3% $13,739,675 50.1% Pro Rata Share of MGM Grand/Mandalay Bay JV Debt (Unconsolidated)9 3/5/2032 3.558% 3.558% 1,503,000 9.7% 1,500,599 Total Debt 4.56% 4.40%8 $15,453,000 100.0% $15,240,274 Fixed Rate Debt Outstanding 100% Weighted Average Years to Maturity 6.7 Years 1. Carrying value shown net of unamortized original issue discount and unamortized debt issuance costs. 2. Holders of the senior notes, as well as the trustee under the governing indentures and the administrative agent and lenders under VICI's Credit Agreement, benefit from a limited pledge of the equity of VICI Properties L.P. (“VICI LP”). Refer to Note 7 - Debt within our Annual Report on Form 10-K for the year ended December 31, 2022. 3. Subsequent to year end, on January 3, 2023, VICI drew C$140.0 million (~US$105.3 million based on the applicable exchange rate on February 1, 2023) under its revolving credit facility to partially fund the PURE Canadian transaction. 4. Subsequent to year end, on February 8, 2023, the delayed draw term loan expired undrawn in accordance with its terms. 5. Maturity date shown inclusive of applicable extension options. 6. Facility fees based on applicable total commitments (0.15%-0.375% depending on VICI LP’s ratings). 7. Issued in exchange for senior notes originally issued by MGP OP pursuant to the related exchange offers, which settled on April 29, 2022 in connection with the closing of the MGP acquisition. Principal amounts listed include unexchanged MGP OP notes which remain outstanding, totaling $90.0 million in the aggregate. 8. Represents the contractual interest rates adjusted to account for the impact of the forward-starting interest rate swaps and treasury locks. Refer to Note 8 – Derivatives within our Annual Report on Form 10-K for the year ended December 31, 2022. 9. Subsequent to year end, in connection with the acquisition of the remaining 49.9% interest in the MGM Grand/Mandalay Bay JV, the Company assumed BREIT's pro rata share of the aggregate $3.0 billion of property-level debt. Debt Detail ($ in thousands)
VICI Q4 2022 Supplemental Financial & Operating Data 19 1. Following the closing of the MGP acquisition, MGM holds 100% of the outstanding OP Units, which may be redeemed for cash or, at VICI's election, shares of common stock. 2. Subsequent to year end, on February 8, 2023, the delayed draw term loan expired undrawn in accordance with its terms. 3. Subsequent to year end, in connection with the acquisition of the remaining 49.9% interest in the MGM Grand/Mandalay Bay JV, the Company assumed BREIT's pro rata share of the aggregate $3.0 billion property-level debt. 4. Subsequent to year end, VICI borrowed C$140.0 million (~$105.3 million based on the applicable exchange rate on February 1, 2023) under its revolving credit facility to partially fund the PURE Canadian transaction. 5. Assumes the physical settlement of the 30,302,500 shares under the January 2023 Forward Sale Agreements at the initial forward sale price per share of $31.85. 6. See "Non-GAAP Financial Measures" on pages 11-12 of this presentation for the reconciliations, and "Definitions of Non-GAAP Financial Measures" on page 31 of this presentation for the definitions, of these Non-GAAP Financial Measures. Capitalization & Key Credit Metrics ($ in thousands, except share and per share data; as of December 31, 2022, unless otherwise noted) Capitalization Shares Outstanding 963,096,563 Third-Party OP Units Outstanding1 12,231,373 Share Price $32.40 Equity Market Capitalization $31,600,625 Revolving Credit Facility and Delayed Draw Term Loan2 - Senior Unsecured Notes 13,950,000 MGM Grand/Mandalay Bay JV CMBS Debt (Unconsolidated)3 1,503,000 Total Debt $15,453,000 Total Market Capitalization $47,053,625 Less: Cash, Cash Equivalents & Short-Term Investments 426,275 Total Enterprise Value $46,627,350 Q4’22 LQA Net Leverage Q4’22 Adj. EBITDA6 $653,594 Annualized Q4’22 Adj. EBITDA 2,614,376 Net Debt 15,026,725 LQA Net Leverage 5.7x VICI Issuer Credit Ratings Moody’s: Ba1 / Stable Outlook S&P: BBB- / Stable Outlook Fitch: BBB- / Stable Outlook Investment Grade Bond Covenants Thresholds Actuals Total Net Debt to Adjusted Total Assets < 60% 39% Senior Secured Net Debt to Adjusted Total Assets < 40% 0% Interest Coverage Ratio > 1.5x 4.5x Total Unencumbered Assets to Unsecured Debt > 150% 256% Total Liquidity as of February 2023 Revolving Credit Facility Capacity4 $2,394,678 Outstanding Forward Sale Agreement Proceeds5 965,000 Cash, Cash Equivalents & Short-Term Investments (as of December 31, 2022) 426,275 Total Liquidity $3,785,953
VICI Q4 2022 Supplemental Financial & Operating Data 20 Portfolio Diversification1 1. Based on annualized contractual rent as of February 1, 2023. 2. MGM Master Lease rent is allocated based on internal rent allocations by property location. 3. Adjusted for VICI’s pending acquisition of the leasehold interest in the land and buildings associated with Rocky Gap Casino Resort (“Rocky Gap”), which is subject to customary closing conditions and regulatory approvals. No assurance can be provided that this transaction will close on the anticipated timeline or at all. Assumes an exchange rate of C$1.00 CAD:US$0.75 as of February 1, 2023, for the PURE Canadian portfolio. Please refer to page 27 of this presentation for additional details regarding this pending transaction. GEOGRAPHIC DIVERSIFICATION ACROSS 15 STATES At Formation (2017) 74% 26% Regional Las Vegas Adjusted for Pending Transactions2,3 53% 47% 1% Regional Las Vegas LONG-TERM PARTNERSHIPS WITH 11 TENANTS At Formation (2017) Adjusted for Pending Transactions2,3 International Caesars 40% MGM 36% Venetian 9% Hard Rock 5% PENN 3% JACK 2% Century Casinos 1% Cherokee Nation 1% EBCI 1% Foundation 1% PURE Canadian 1% Caesars 100%
VICI Q4 2022 Supplemental Financial & Operating Data 21 Portfolio Overview 1. Owned by Harrah's Joliet Landco LLC, a joint venture of which a subsidiary of VICI is the 80% owner and managing member. Major MSAs Total Casino Meeting Slot Table Hotel Served Property Location Sq. Ft. (000s) Sq. Ft. Sq. Ft. Machines Games Rooms Boston MGM Springfield Springfield, MA 2,000 106 34 1,571 52 240 PURE Casino Calgary Calgary, AB 57 22 4 832 39 -- PURE Casino Lethbridge Lethbridge, AB 43 13 -- 427 24 -- Harrah's Joliet1 Joliet, IL 1,011 39 6 880 20 200 Horseshoe Hammond Hammond, IN 1,716 117 -- 1,970 120 -- Cincinnati Hard Rock Cincinnati Cincinnati, OH 1,482 100 33 1,800 100 -- JACK Cleveland Cleveland, OH 844 96 -- 1,330 120 -- JACK Thistledown North Randall, OH 1,004 57 -- 1,480 -- -- MGM Northfield Park Northfield, OH 724 73 -- 1,669 -- -- Horseshoe Bossier City Bossier City, LA 1,419 28 22 1,060 60 600 Margaritaville Bossier City Bossier City, LA 380 30 -- 986 50 395 Hollywood Casino at Greektown Detroit, MI 2,200 100 14 2,155 64 400 MGM Grand Detroit Detroit, MI 3,220 147 30 2,817 140 400 PURE Casino Edmonton Edmonton, AB 72 72 -- 852 43 -- PURE Casino Yellowhead Edmonton, AB 75 75 -- 753 39 -- Jackson WaterView Vicksburg, MS 195 37 7 650 10 122 Kansas City Harrah's North Kansas City North Kansas City, MO 1,435 60 13 960 60 390 Caesars Palace Las Vegas Las Vegas, NV 8,579 124 300 1,400 180 3,970 Excalibur Las Vegas, NV 2,860 93 25 894 42 3,981 Harrah's Las Vegas Las Vegas, NV 4,100 89 24 1,070 60 2,540 Luxor Las Vegas, NV 3,398 101 35 819 45 4,397 Mandalay Bay Las Vegas, NV 9,581 152 2,121 990 69 4,750 MGM Grand Las Vegas Las Vegas, NV 9,068 169 850 1,245 122 6,071 The Mirage Las Vegas, NV 4,795 94 170 835 71 3,044 New York - New York & The Park Las Vegas, NV 2,765 81 31 893 54 2,024 Park MGM Las Vegas, NV 5,099 66 77 745 65 2,898 The Venetian Resort Las Vegas Las Vegas, NV 16,970 225 2,300 1,480 210 7,100 Calgary Chicago Cleveland Dallas Detroit Las Vegas Edmonton
VICI Q4 2022 Supplemental Financial & Operating Data 22 Portfolio Overview (Continued) 1. CDN Golf Management Inc., an affiliate of Cabot, manages and operates VICI’s golf courses. Major MSAs Total Casino Meeting Slot Table Hotel Served Property Location Sq. Ft. (000s) Sq. Ft. Sq. Ft. Machines Games Rooms Laughlin Harrah's Laughlin Laughlin, NV 1,413 58 7 760 40 1,510 Louisville Caesars Southern Indiana Elizabeth, IN 2,510 74 24 1,100 90 500 Fitz Robinsonville, MS 544 39 8 864 9 506 Gold Strike Tunica Robinsonville, MS 1,460 57 17 1,082 61 1,109 Horseshoe Tunica Robinsonville, MS 1,008 63 20 970 100 510 Nashville Harrah's Metropolis Metropolis, IL 474 24 -- 650 20 210 Beau Rivage Biloxi, MS 3,633 85 50 1,516 75 1,740 Harrah's Gulf Coast Biloxi, MS 1,031 32 -- 600 30 500 Harrah's New Orleans New Orleans, LA 1,180 104 47 1,260 120 450 New York Empire City Yonkers, NY 549 137 -- 4,696 -- -- Harrah's Council Bluffs Council Bluffs, IA 790 23 6 510 20 250 Horseshoe Council Bluffs Council Bluffs, IA 632 55 -- 1,330 60 150 Pittsburgh Mountaineer Casino New Cumberland, WV 890 72 70 1,110 35 357 Borgata Atlantic City, NJ 5,673 213 106 2,816 163 2,767 Caesars Atlantic City Atlantic City, NJ 3,816 113 29 1,900 130 1,150 Harrah's Atlantic City Atlantic City, NJ 4,470 150 125 1,860 130 2,590 Harrah’s Philadelphia Chester, PA 2,000 100 12 1,700 70 -- Harrah's Lake Tahoe Stateline, NV 1,057 54 18 720 60 510 Harvey's Lake Tahoe Lake Tahoe, NV 1,670 51 19 600 30 740 Century Casino Cape Girardeau Cape Girardeau, MO 170 42 8 839 23 -- Century Casino Caruthersville Caruthersville, MO 90 21 12 525 9 -- Washington D.C. MGM National Harbor Prince George's County, MD 3,349 150 50 2,123 158 308 Total VICI Leased Property Portfolio 23 MSAs 49 Properties 15 States 123,502 4,083 6,724 62,094 3,292 59,379 Cascata Golf Course Boulder City, NV 37 -- -- -- -- -- Rio Secco Golf Course Henderson, NV 30 -- -- -- -- -- Grand Bear Golf Course Saucier, MS 5 -- -- -- -- -- Chariot Run Golf Course Laconia, IN 5 -- -- -- -- -- Golf Courses1 New Orleans Omaha Philadelphia Reno /Sacramento St. Louis Memphis
VICI Q4 2022 Supplemental Financial & Operating Data 23 Summary of Current Lease Terms MGM Master Lease Caesars Regional Master Lease and Joliet Lease1 Caesars Las Vegas Master Lease1 MGM Grand/Mandalay Bay Master Lease Tenant MGM Resorts International Caesars Entertainment Caesars Entertainment MGM Resorts International Annual Cash Rent as of February 1, 2023 $730.0 million2 $703.7 million3 $454.5 million $303.8 million4 Current Lease Year Apr. 29, 2022 – Apr. 30, 2023 Lease Year 1 Nov. 1, 2022 – Oct. 31, 2023 Lease Year 6 Nov. 1, 2022 – Oct. 31, 2023 Lease Year 6 Mar. 1, 2022 – Feb. 28, 2023 Lease Year 3 Annual Escalator 2% in years 2-10 >2% / change in CPI thereafter (capped at 3%) >2% / change in CPI >2% / change in CPI5 2% in years 2-15 >2% / change in CPI thereafter (capped at 3%) Coverage Floor None None None None Rent Adjustment6 None Year 8: 70% Base / 30% Variable Year 11 & 16: 80% Base / 20% Variable Year 8, 11 & 16: 80% Base / 20% Variable None Variable Rent Adjustment Mechanic6 None 4% of revenue increase/decrease Year 8: Avg. of years 5-7 less avg. of years 0-2 Year 11: Avg. of years 8-10 less avg. of years 5-7 Year 16: Avg. of years 13-15 less avg. of years 8-10 4% of revenue increase/decrease Year 8: Avg. of years 5-7 less avg. of years 0-2 Year 11: Avg. of years 8-10 less avg. of years 5-7 Year 16: Avg. of years 13-15 less avg. of years 8-10 None Term 25-year initial term with three 10-year renewal options 18-year initial term with four 5-year renewal options 30-year initial term with two 10-year renewal options Guarantor MGM Resorts International Caesars Entertainment, Inc. Caesars Entertainment, Inc. MGM Resorts International Capex Minimum of 1% of Net Revenues Minimum of 1% of Net Revenue annually, with rolling three-year minimum (allocated among Caesars Palace and regional properties) Minimum of 1% of Net Revenue annually (Caesars Palace and Harrah’s Las Vegas), with rolling three-year minimum (allocated among Caesars Palace and regional properties) 3.5% of Net Revenues based on 5-year rolling test (subject to minimum 2.5% for each property); 1.5% monthly reserves 1. The Caesars Regional Master Lease and Joliet Lease consists of 16 Caesars properties leased from VICI and the Caesars Las Vegas Master Lease consists of Caesars Palace Las Vegas and Harrah’s Las Vegas. 2. In connection with CNE's acquisition of the operations of Gold Strike Casino Resort on February 15, 2023, and Hard Rock's acquisition of the operations of the Mirage on December 19, 2022, both from MGM Resorts, current annual rent under the MGM master lease was reduced by $40.0 million and $90.0 million, respectively, to $730.0 million upon consummation of each transaction. 3. Cash rent amounts are presented prior to accounting for the portion of rent payable to the 20% JV partner at Harrah’s Joliet. After adjusting for the portion of rent payable to the 20% JV partner, current annual cash rent is $694.6 million. 4. On January 9, 2023, the Company completed the previously announced acquisition of the remaining 49.9% interest in the MGM Grand/Mandalay Bay JV. 5. Annual escalation does not apply to $35 million of rent attributable to the Octavius Tower at Caesars Palace Las Vegas. 6. Rent adjustments in the Caesars Regional Master Lease and Caesars Las Vegas Master Lease occur in lease years based on a lease commencement date of October 6, 2017.
VICI Q4 2022 Supplemental Financial & Operating Data 24 Summary of Current Lease Terms (Continued) The Venetian Resort Las Vegas Lease Mirage Lease JACK Entertainment Master Lease Greektown Lease Tenant Affiliate of funds managed by affiliates of Apollo Global Management, Inc. Hard Rock Entertainment JACK Entertainment PENN Entertainment Annual Cash Rent as of February 1, 2023 $250.0 million $90.0 million $70.0 million $51.3 million Current Lease Year Feb. 23, 2022 – Feb. 28, 2023 Lease Year 1 Dec. 19, 2022 – Dec. 31, 2023 Lease Year 1 Feb. 1, 2023 – Jan. 31, 2024 Lease Year 4 June 1, 2022 – May 31, 2023 Lease Year 4 Annual Escalator >2% / change in CPI (capped at 3%), beginning in year 2 2% in years 2-10 >2% / change in CPI thereafter (capped at 3%) 1.5% in years 4-6 >1.5% / change in CPI thereafter (capped at 2.5%) 2% for Building Base Rent ($42.8 million) Coverage Floor None None None Net Revenue to Rent Ratio to be mutually agreed upon prior to the commencement of lease year 5 Rent Adjustment None None None Percentage (Variable) Rent adjusts every 2 years beginning in year 5 Variable Rent Adjustment Mechanic None None None 4% of the average net revenues for trailing 2-year period less threshold amount Term 30-year initial term with two 10-year renewal options 25-year initial term with three 10-year renewal options 20-year initial term with three 5-year renewal options 15-year initial term with four 5-year renewal options Guarantor Affiliate of funds managed by affiliates of Apollo Global Management, Inc. Seminole Hard Rock Entertainment, Inc. and Seminole Hard Rock International, LLC Rock Ohio Ventures LLC and JACK Investments Co., LLC PENN Entertainment, Inc. Capex Minimum of 2% of Net Revenues annually (exclusive of gaming equipment) on a rolling three-year basis with ramp up Minimum of 1% of Net Revenues Minimum of 1% of Net Revenues beginning in lease year 4, based on a rolling three-year basis Minimum of 1% of Net Revenues based on a four-year average
VICI Q4 2022 Supplemental Financial & Operating Data 25 Summary of Current Lease Terms (Continued) Hard Rock Cincinnati Lease Gold Strike Lease1 Caesars Southern Indiana Lease Century Master Lease2 Tenant Hard Rock Entertainment Cherokee Nation Entertainment Eastern Band of Cherokee Indians Century Casinos Annual Cash Rent as of February 1, 2023 $44.7 million $40.0 million $33.0 million $27.5 million Current Lease Year Oct. 1, 2022 – Sept. 30, 2023 Lease Year 4 Feb. 15, 2023 – Apr. 30, 2023 Lease Year 1 Sept. 3, 2022 – Aug. 31, 2023 Lease Year 2 Jan. 1, 2023 – Dec. 31, 2023 Lease Year 4 Annual Escalator > 2.0% / change in CPI3 2% in years 2-10 >2% / change in CPI thereafter (capped at 3%) 1.5% in years 2-5 >2% / change in CPI thereafter > 1.25% / change in CPI Coverage Floor None None None Net Revenue to Rent Ratio: 7.5x beginning in year 6 Rent Adjustment None None Year 8 & 11: 80% Base (subject to escalator) / 20% Variable Year 8 & 11: 80% Base (subject to escalator) Variable Rent Adjustment Mechanic None None 4% of net revenue increase/decrease Year 8: Avg. of years 5-7 less avg. of years 0-24 Year 11: Avg. of years 8-10 less avg. of years 5-7 4% of net revenue increase/decrease Year 8: Avg. of years 5-7 less avg. of years 1-3 Year 11: Avg. of years 8-10 less avg. of years 5-7 Term 28-year initial term with three 10-year renewal options 25-year initial term with three 10-year renewal options 15-year initial term with four 5-year renewal options 15-year initial term with four 5-year renewal options5 Guarantor Seminole Hard Rock Entertainment, Inc. and Seminole Hard Rock International, LLC Cherokee Nation Businesses, LLC Eastern Band of Cherokee Indians Century Casinos, Inc. Capex Minimum 1% of Net Revenues Minimum of 1% of Net Revenues 1% of Net Revenues annually Minimum 1% of Net Revenues on a rolling three-year basis for each individual facility; 1% of Net Revenues per fiscal year for the facilities collectively 1. On February 15, 2023, in connection with CNE’s acquisition of the operations of Gold Strike Casino Resort from MGM, VICI entered into a triple net lease agreement with CNE upon the consummation of the transaction for initial annual rent of $40.0 million. 2. As adjusted for the pending acquisition of the leasehold interest of Rocky Gap, the Century Master Lease will be amended to include incremental rent of $15.5 million, remove the variable rent provisions and eliminate the coverage floor concept. 3. Starting in lease year 5, if the change in CPI is less than 0.5%, there will be no escalation in rent for such lease year. 4. With respect to lease year 0, for the period Caesars Southern Indiana was closed in 2020 due to COVID-19, the Caesars Southern Indiana Lease will provide for the use of 2019 net revenues, pro rated for the period of such closure. 5. CNTY exercised its first renewal option.
VICI Q4 2022 Supplemental Financial & Operating Data 26 Summary of Current Lease Terms (Continued) Margaritaville Lease Foundation Gaming Master Lease PURE Canadian Master Lease1 Tenant PENN Entertainment Foundation Gaming PURE Canadian Gaming Annual Cash Rent as of February 1, 2023 $26.5 million $24.3 million C$21.8 / US$16.4 million Current Lease Year Feb. 1, 2023 – Jan. 31, 2024 Lease Year 5 Dec. 22, 2022 – Dec. 31, 2023 Lease Year 1 Jan. 6, 2023 – Jan. 31, 2024 Lease Year 1 Annual Escalator 2% for Building Base Rent ($17.2 million) 1.0% in years 2-3 >1.5% / change in CPI thereafter (capped at 3%) 1.25% in years 2-3 >1.5% / change in Canadian CPI thereafter (capped at 2.5%) Coverage Floor Net Revenue to Rent Ratio: 6.1x beginning in year 2 None None Rent Adjustment Percentage (Variable) Rent adjusts every 2 years beginning in year 3 None None Variable Rent Adjustment Mechanic 4% of the average net revenues for trailing 2-year period less threshold amount None None Term 15-year initial term with four 5-year renewal options 15-year initial term with four 5-year renewal options 25-year initial term with four 5-year renewal options Guarantor PENN Entertainment, Inc. Foundation Gaming and Entertainment, LLC Parent entity of PURE Canadian Gaming Corp. Capex Minimum 1% of Net Revenues based on a four-year average 1% of net revenue (excluding gaming equipment, IT etc.) annually on a rolling 3-year basis and a per-facility triennial capex requirement of 1% of three-year rolling net revenue 1% of net revenue (excluding gaming equipment, IT etc.) annually 1. Subsequent to year end, on January 6, 2023, the Company completed the acquisition of the PURE Canadian Portfolio. Assumes an exchange rate of C$1.00 CAD:US$0.75 as of February 1, 2023.
VICI Q4 2022 Supplemental Financial & Operating Data 27 Investment Activity 1. On August 24, 2022, VICI entered into definitive agreements to acquire from Golden Entertainment Inc. the interest in the land and buildings associated with Rocky Gap for approximately $203.9 million in cash. Century has agreed to acquire the operating assets of Rocky Gap for approximately $56.1 million. Simultaneous with the closing of the transaction, Rocky Gap will be added to the existing Century Master Lease and annual rent will increase by $15.5 million. Rocky Gap is subject to customary closing conditions and regulatory approvals; no assurances can be provided that the transaction will close on the anticipated timeline or at all. 2. Annual rent payment under the MGM Master Lease was reduced by $130.0 million to account for MGM's divestiture of the operations of Gold Strike Casino Resort and the Mirage. 3. The PURE Canadian master lease has an initial base rent of ~C$21.8 million (~US$16.1 million based on the applicable exchange rate at closing). 4. The Company will own the real estate improvements associated with these projects and annual rent under the Century Master Lease will increase by ~$4.2 million upon completion of such projects. Rocky Gap Casino Resort1 8/25/2022 Expected H1 2023 $15.5 million $203.9 million Century Casinos Property / Loan Announcement Date Closing Date Rent / Income Cap Rate / Yield Transaction Size Tenant / Borrower Pending and Recently Completed Transactions Remaining 49.9% Interest in MGM Grand/Mandalay Bay JV 12/1/2022 1/9/2023 - $2.8 billion MGM Resorts International$151.6 million Century Casino Caruthersville Partner Property Growth Fund Investment 12/5/2022 12/1/2023 8.0% Up to $51.9 million Century Casinos$4.2 million4 Fitz Casino & Hotel and WaterView Casino & Hotel 12/22/2022 12/22/2022 8.3% $293.4 million Foundation Gaming$24.3 million PURE Canadian Portfolio 1/9/2023 1/6/2023 8.0% $200.8 million PURE Canadian Gaming$16.1 million3 Great Wolf Northeast Senior Secured Loan 2/1/2023 12/30/2022 - Up to $287.9 million Great Wolf Resorts- Fontainebleau Las Vegas Mezzanine Loan 12/27/2022 12/23/2022 SOFR + 700bps Up to $350.0 million Fontainebleau Development, LLC & Koch Real Estate Investments- Canyon Ranch Austin Senior Secured Loan 10/18/2022 10/7/2022 - - Up to $200.0 million Canyon Ranch The Mirage Hotel & Casino 12/19/2022 12/19/2022 - - Hard Rock International$90.0 million2 Gold Strike Casino Resort 6/9/2022 2/15/2023 - - Cherokee Nation Entertainment$40.0 million2 7.6%
VICI Q4 2022 Supplemental Financial & Operating Data 28 Capital Markets Activity Equity Capital Markets Forward Equity Offering Shares Settled1 Net Proceeds ReceivedGross Proceeds January 12, 20232 30,302,500 - -$1.0 billion Q4 2022 ATM Activity 6,317,805 6,317,805 $208.4 million$212.4 million November 3, 2022 18,975,000 18,975,000 $575.6 million$580.0 million Q3 2022 ATM Activity 3,918,807 3,918,807 $133.1 million$136.1 million Q2 2022 ATM Activity 11,380,980 11,380,980 $355.2 million$367.4 million 1. On January 6, 2023, VICI settled 29.2 million shares sold under the forward sale agreements entered into in Q3 2022, Q4 2022 and November 2022, at a weighted average share price of $31.39 for total net proceeds of $917.1 million. Additionally, on January 3, 2023, VICI settled 11.4 million shares sold under the Q2 2022 forward sale agreements at a weighted average share price of $31.21 for total net proceeds of $355.2 million. 2. On January 12, 2023, VICI offered 30.3 million shares at $33.00 per share to be issued upon settlement of the forward sale agreements we entered into in connection with the offering. Shares Sold
VICI Q4 2022 Supplemental Financial & Operating Data 29 Gaming Embedded Growth Pipeline The descriptions of the Put/Call Agreements and ROFR Agreements herein are presented as a summary of such agreements, which are or may be subject to additional terms and conditions as described in the applicable agreements. Put/Call Agreements Harrah’s Hoosier Park and Horseshoe Indianapolis: VICI has the right to call Harrah’s Hoosier Park and Horseshoe Indianapolis from Caesars at a 13.0x multiple (7.7% cap rate) of the initial annual rent of each facility in a sale leaseback transaction. Caesars has the right to put Harrah’s Hoosier Park and Horseshoe Indianapolis to VICI at a 12.5x multiple (8.0% cap rate) of the initial annual rent of each facility in a sale leaseback transaction. The put/call agreement can be exercised between January 1, 2022 and December 31, 2024. Caesars Forum Convention Center: VICI has the right to call the Caesars Forum Convention Center from Caesars at a 13.0x multiple (7.7% cap rate) of the initial annual rent in a sale leaseback transaction between September 18, 2025 and December 31, 2026. Caesars has the right to put the Caesars Forum Convention Center to VICI at a 13.0x multiple (7.7% cap rate) of the initial annual rent in a sale leaseback transaction between January 1, 2024 and December 31, 2024. Right of First Refusal (“ROFR”) Agreements Las Vegas Strip Assets1: VICI has a ROFR to acquire the land and real estate assets of each of the first two of certain specified Las Vegas Strip assets should the properties be sold by Caesars, whether pursuant to an OpCo/PropCo or a WholeCo sale. The first property subject to the ROFR will be one of: Flamingo Las Vegas, Bally’s Las Vegas, Paris Las Vegas and Planet Hollywood Resort & Casino. The second property subject to the ROFR will be selected from one of the aforementioned four properties plus The LINQ Hotel & Casino. Horseshoe Casino Baltimore1,2: VICI has a ROFR to enter into a sale leaseback transaction with respect to the land and real estate assets of Horseshoe Baltimore should the property be sold by Caesars. Caesars Virginia Development1,2: VICI has a ROFR to enter into a sale leaseback transaction with respect to the land and real estate assets associated with the development of a new casino resort in Danville, Virginia by Caesars and EBCI. 1. Caesars does not have a contractual obligation to sell the properties subject to the ROFR Agreements and will make an independent financial decision regarding whether to trigger the ROFR agreements and VICI will make an independent financial decision whether to purchase the properties. 2. Subject to any consent required from Caesars’ applicable joint venture partners.
VICI Q4 2022 Supplemental Financial & Operating Data 30 Non-Gaming Embedded Growth Pipeline The descriptions of the Put/Call Agreements and Purchase Right Agreements herein are presented as a summary of such agreements, which are or may be subject to additional terms and conditions as described in the applicable agreements. Call Agreements BigShots Golf: VICI has the right to call the real estate assets associated with any BigShots Golf facility financed by VICI in a sale-leaseback transaction. Canyon Ranch Austin: In connection with VICI’s $200 million delayed draw term loan to Canyon Ranch, VICI has the right to call the real estate assets of Canyon Ranch Austin at pre-negotiated terms in a sale-leaseback transaction for up to 24 months following stabilization. In connection with the sale leaseback, VICI and Canyon Ranch would enter into a triple-net lease with an initial term of 25 years, with eight 5-year tenant renewal options. Longer Term Financing Partnerships Chelsea Piers New York: VICI entered into an agreement with Chelsea Piers for the life of the existing mortgage loan, subject to a minimum of 5 years, that could lead to a longer-term financing partnership in the future. BigShots Golf: VICI has the opportunity to provide up to $80 million of mortgage financing for the construction of up to five new BigShots Golf™ facilities throughout the United States. As long as the BigShots loan remains outstanding, VICI will have the right of first offer on debt financing for the development of BigShots Golf facilities. Cabot Citrus Farms: In connection with VICI’s $120 million delayed draw term loan to Cabot, VICI also entered into a purchase and sale agreement, pursuant to which VICI will convert a portion of the Cabot Citrus Farms loan into the ownership of certain Cabot Citrus Farms real estate assets and simultaneously enter into a triple-net lease with Cabot that has an initial term of 25 years, with five 5-year tenant renewal options. Canyon Ranch: VICI entered into a right of first offer agreement on future financing opportunities with Canyon Ranch for funding of certain facilities until the earlier of five years from the commencement of the Canyon Ranch Austin lease or the date VICI is no longer landlord. Purchase Right Agreements Canyon Ranch Lenox & Canyon Ranch Tucson1: VICI has a purchase option to acquire the real estate assets associated with the existing Canyon Ranch Tucson in Tucson, Arizona and Canyon Ranch Lenox in Lenox, Massachusetts should Canyon Ranch elect to sell the real estate of either property through a sale leaseback for a specific period of time, subject to certain exceptions. If the purchase right(s) are exercised, Canyon Ranch would continue to operate the applicable wellness resorts subject to a long-term triple-net lease with VICI. 1. Canyon Ranch does not have a contractual obligation to sell the properties subject to the purchase right agreements and will make an independent financial decision regarding whether to trigger the purchase right agreements and VICI will make an independent financial decision whether to purchase the properties.
VICI Q4 2022 Supplemental Financial & Operating Data 31 Definitions of Non-GAAP Financial Measures FFO is a non-GAAP financial measure that is considered a supplemental measure for the real estate industry and a supplement to GAAP measures. Consistent with the definition used by the National Association of Real Estate Investment Trusts (NAREIT), we define FFO as VICI’s net income (or loss) attributable to common stockholders (computed in accordance with GAAP) excluding (i) gains (or losses) from sales of certain real estate assets, (ii) depreciation and amortization related to real estate, (iii) gains and losses from change in control, (iv) impairment write- downs of certain real estate assets and investments in entities when the impairment is directly attributable to decreases in the value of depreciable real estate held by the entity and (v) our proportionate share of such adjustments from our investment in unconsolidated affiliate. AFFO is a non-GAAP financial measure that we use as a supplemental operating measure to evaluate VICI’s performance. We calculate VICI’s AFFO by adding or subtracting from FFO non-cash leasing and financing adjustments, non-cash change in allowance for credit losses, non-cash stock-based compensation expense, transaction costs incurred in connection with the acquisition of real estate investments, amortization of debt issuance costs and original issue discount, other non-cash interest expense, non-real estate depreciation (which is comprised of the depreciation related to our golf course operations), capital expenditures (which are comprised of additions to property, plant and equipment related to our golf course operations), impairment charges related to non-depreciable real estate, gains (or losses) on debt extinguishment and interest rate swap settlements, other non-recurring non-cash transactions, our proportionate share of non-cash adjustments from our investment in unconsolidated affiliate (including the amortization of any basis differences) with respect to certain of the foregoing and non-cash adjustments attributable to non-controlling interest with respect to certain of the foregoing. We calculate VICI’s Adjusted EBITDA by adding or subtracting from AFFO contractual interest expense (including the impact of the forward-starting interest rate swaps and treasury locks) and interest income (collectively, interest expense, net), income tax expense and our proportionate share of such adjustments from our investment in unconsolidated affiliate. These non-GAAP financial measures: (i) do not represent VICI’s cash flow from operations as defined by GAAP; (ii) should not be considered as an alternative to VICI’s net income as a measure of operating performance or to cash flows from operating, investing and financing activities; and (iii) are not alternatives to VICI’s cash flow as a measure of liquidity. In addition, these measures should not be viewed as measures of liquidity, nor do they measure our ability to fund all of our cash needs, including our ability to make cash distributions to our stockholders, to fund capital improvements, or to make interest payments on our indebtedness. Investors are also cautioned that FFO, FFO per share, AFFO, AFFO per share and Adjusted EBITDA, as presented, may not be comparable to similarly titled measures reported by other real estate companies, including REITs, due to the fact that not all real estate companies use the same definitions. Our presentation of these measures does not replace the presentation of VICI’s financial results in accordance with GAAP.