UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_____________________________

FORM 10-Q

_____________________________

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

For the Quarterly Period Ended March 31, 2022

or

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

For the transition period from _________ to __________

Commission file number: 001-38372 (VICI Properties Inc.)

Commission file number: 333-264352-01 (VICI Properties L.P.)

_____________________________

VICI Properties Inc.

VICI Properties L.P.

(Exact name of registrant as specified in its charter)

_____________________________

Maryland	(VICI Properties Inc.)	81-4177147
Delaware	(VICI Properties L.P.)	35-2576503
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer 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

_____________________________

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: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.   

VICI Properties Inc. Yes  ☒    No  ☐ VICI Properties L.P.  Yes  ☐    No  ☒

* VICI Properties L.P. has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the period it has been subject to such requirements, which has been for less than 90 days.

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  

VICI Properties Inc. Yes  ☒    No  ☐ VICI Properties L.P.  Yes  ☒    No  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

VICI Properties Inc.				VICI Properties L.P.
Large Accelerated Filer	☒	Accelerated filer	☐	Large Accelerated Filer	☐	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐	Non-accelerated filer	☒	Smaller reporting company	☐
		Emerging growth company	☐			Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    

VICI Properties Inc. Yes   ☐   No  ☒  VICI Properties L.P.  Yes  ☐   No  ☒ 

As of May 3, 2022, VICI Properties Inc. had 963,002,113 shares of common stock, $0.01 par value per share, outstanding. VICI Properties L.P. has no common stock outstanding.

1

EXPLANATORY NOTE

This report combines the quarterly reports on Form 10-Q for the three months ended March 31, 2022 of VICI Properties Inc. and VICI Properties L.P. Unless stated otherwise or the context otherwise requires, references to “VICI” mean VICI Properties Inc. and its consolidated subsidiaries, including VICI Properties OP LLC (“VICI OP”), and references to “VICI LP” mean VICI Properties L.P. and its consolidated subsidiaries. Unless stated otherwise or the context otherwise requires, the terms “the Company,” “we,” “our” and “us” mean VICI and VICI LP, including, collectively, their consolidated subsidiaries.

In order to highlight the differences between VICI and VICI LP, the separate sections in this report for VICI and VICI LP described below specifically refer to VICI and VICI LP. In the sections that combine disclosure of VICI and VICI LP, this report refers to actions or holdings of VICI and VICI LP as being “our” actions or holdings. Although VICI LP is generally the entity that directly or indirectly enters into contracts and joint ventures, holds assets and incurs debt, we believe that references to “we,” “us” or “our” in this context is appropriate because the business is one enterprise and we operate substantially all of our business and own, either directly or through subsidiaries, substantially all of our assets through VICI LP.

VICI is a real estate investment trust (“REIT”) that is the sole owner of VICI Properties GP LLC (the “General Partner”), the sole general partner of VICI LP. As of March 31, 2022, VICI beneficially owned 100% of the outstanding limited partnership units in VICI LP. Subsequent to quarter-end, on April 29, 2022, in connection with the closing of the MGP Transactions (as defined below), VICI contributed its interest in VICI LP to VICI OP, which, as of such date, serves as our new operating partnership and, therefore, is now the entity through which we operate substantially all of our business and own, either directly or through subsidiaries, substantially all of our assets. After taking into account the effects of the MGP Transactions, VICI owns 100% of the limited liability company interests of VICI Properties HoldCo LLC (“HoldCo”), which in turn owns 98.7% of the limited liability company interest of VICI OP (such interests, “VICI OP Units”), which in turns owns 100% of the limited partnership interest in VICI LP. The balance of the VICI OP Units not held by HoldCo are held by MGM Resorts International.

The following diagram details VICI’s organizational structure subsequent to the closing of the MGP Transactions on April 29, 2022.

We believe combining the quarterly reports on Form 10-Q of VICI and VICI LP into this single report:

•enhances investors’ understanding of VICI and VICI LP by enabling investors to view the business as a whole in the same manner as management views and operates the business;

•eliminates duplicative disclosure and provides a more streamlined and readable presentation; and

•creates time and cost efficiencies through the preparation of one combined report instead of two separate reports.

We operate VICI and VICI LP as one business. Because VICI LP is managed by VICI, and VICI conducts substantially all of its operations and owns, either directly or through subsidiaries, substantially all of its assets indirectly through VICI LP, VICI’s executive officers are VICI LP’s executive officers, although, as a partnership, VICI LP does not have a board of directors.

2

We believe it is important to understand the few differences between VICI and VICI LP in the context of how VICI and VICI LP operate as a consolidated company. VICI is a REIT whose only material assets are its indirect interest in VICI LP, through which it conducts its real property business. VICI also conducts its golf course business through a taxable REIT subsidiary (a “TRS”), VICI Golf LLC, a Delaware limited liability company (“VICI Golf”). As a result, VICI does not conduct business itself other than issuing public equity from time to time and does not directly incur any material indebtedness, rather VICI LP holds substantially all of our assets, except for those held in VICI Golf. Except for net proceeds from public equity issuances by VICI, which following the closing of the MGP Transactions are contributed to VICI OP (and indirectly to VICI LP) in exchange for VICI OP Units, VICI LP generates all capital required by the Company’s business, which sources include VICI LP’s operations and its direct or indirect incurrence of indebtedness.

VICI consolidates VICI LP for financial reporting purposes, and VICI does not have material assets other than its indirect investment in VICI LP. Therefore, while there are some areas of difference between the unaudited Consolidated Financial Statements of VICI and those of VICI LP, the assets and liabilities of VICI and VICI LP are materially the same on their respective financial statements. As of March 31, 2022, the primary areas of difference between the unaudited Consolidated Financial Statements of VICI and those of VICI LP were equity, capital and golf income and expense.

To help investors understand the differences between VICI and VICI LP, this report provides:

•separate consolidated financial statements for VICI and VICI LP;

•a single set of notes to such consolidated financial statements that includes separate discussions of stockholders’ equity or partners’ equity and per share and per unit data, as applicable;

•a combined Management’s Discussion and Analysis of Financial Condition and Results of Operations section that also includes discrete information related to each entity, as applicable;

•separate Part I, Item 4. Controls and Procedures sections;

•separate Part II, Item 2. Issuer Purchases of Equity Securities sections related to each entity; and

•separate Exhibits 31 and 32 certifications for each VICI and VICI LP in order to establish that the requisite certifications have been made and that VICI and VICI LP are each compliant with Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934 and 18 U.S.C. §1350.

The separate discussions of VICI and VICI LP in this report should be read in conjunction with each other to understand our results on a consolidated basis and how management operates our business.

3

VICI PROPERTIES INC.
VICI PROPERTIES L.P.
FORM 10-Q
FOR THE QUARTER ENDED MARCH 31, 2022
TABLE OF CONTENTS
			Page
PART I.	FINANCIAL INFORMATION
Item 1.	Financial Statements of VICI Properties Inc. (Unaudited)		5
		Consolidated Balance Sheets as of March 31, 2022 and December 31, 2021	5
		Consolidated Statements of Operations and Comprehensive Income for the Three Months Ended March 31, 2022 and 2021	6
		Consolidated Statements of Stockholders’ Equity for the Three Months Ended March 31, 2022 and 2021	7
		Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2022 and 2021	8
	Financial Statements of VICI Properties L.P. (Unaudited)		10
		Consolidated Balance Sheets as of March 31, 2022 and December 31, 2021	10
		Consolidated Statements of Operations and Comprehensive Income for the Three Months Ended March 31, 2022 and 2021	11
		Consolidated Statements of Partners’ Capital for the Three Months Ended March 31, 2022 and 2021	12
		Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2022 and 2021	13
	Notes to Consolidated Financial Statements		15
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		51
Item 3.	Quantitative and Qualitative Disclosures About Market Risk		67
Item 4.	Controls and Procedures		67
PART II.	OTHER INFORMATION
Item 1.	Legal Proceedings		69
Item 1A.	Risk Factors		69
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		69
Item 3.	Defaults Upon Senior Securities		69
Item 4.	Mine Safety Disclosures		69
Item 5.	Other Information		70
Item 6.	Exhibits		70
Signatures			71

4

PART I        FINANCIAL INFORMATION

Item 1.        Financial Statements

VICI PROPERTIES INC.

CONSOLIDATED BALANCE SHEETS

(UNAUDITED)

(In thousands, except share and per share data)

	March 31, 2022		December 31, 2021
Assets
Real estate portfolio:
Investments in leases - sales-type, net	$	17,113,699	$	13,136,664
Investments in leases - financing receivables, net	2,650,633		2,644,824
Investments in loans, net	513,128		498,002
Land	153,576		153,576
Cash and cash equivalents	568,702		739,614
Other assets	741,583		424,693
Total assets	$	21,741,321	$	17,597,373
Liabilities
Debt, net	$	5,297,014	$	4,694,523
Accrued expenses and deferred revenue	99,062		113,530
Dividends payable	269,276		226,309
Other liabilities	592,183		375,837
Total liabilities	6,257,535		5,410,199
Commitments and contingent liabilities (Note 10)
Stockholders’ equity
Common stock, $0.01 par value, 1,350,000,000 shares authorized and 748,413,311 and 628,942,092 shares issued and outstanding at March 31, 2022 and December 31, 2021, respectively	7,484		6,289
Preferred stock, $0.01 par value, 50,000,000 shares authorized and no shares outstanding at March 31, 2022 and December 31, 2021	—		—
Additional paid-in capital	14,971,890		11,755,069
Accumulated other comprehensive income	109,495		884
Retained earnings	315,809		346,026
Total VICI stockholders’ equity	15,404,678		12,108,268
Non-controlling interest	79,108		78,906
Total stockholders’ equity	15,483,786		12,187,174
Total liabilities and stockholders’ equity	$	21,741,321	$	17,597,373

_______________________________________________________

Note: As of March 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 $504.2 million, $92.0 million, $1.1 million and $8.8 million, respectively, and $434.9 million, $91.1 million, $0.8 million and $6.5 million of Allowance for credit losses, respectively. Refer to Note 5 - Allowance for Credit Losses for further details.

See accompanying Notes to Consolidated Financial Statements.

5

VICI PROPERTIES INC.

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME

(UNAUDITED)

(In thousands, except share and per share data)

	Three Months Ended March 31,
	2022		2021
Revenues
Income from sales-type leases	$	326,735	$	290,146
Income from lease financing receivables and loans	72,878		70,377
Other income	8,386		6,974
Golf revenues	8,626		6,813
Total revenues	416,625		374,310
Operating expenses
General and administrative	9,466		8,085
Depreciation	776		792
Other expenses	8,386		6,974
Golf expenses	5,285		4,506
Change in allowance for credit losses	80,820		(4,380)
Transaction and acquisition expenses	755		8,721
Total operating expenses	105,488		24,698
Interest expense	(68,142)		(77,048)
Interest income	93		19
Income before income taxes	243,088		272,583
Income tax expense	(400)		(484)
Net income	242,688		272,099
Less: Net income attributable to non-controlling interest	(2,305)		(2,298)
Net income attributable to common stockholders	$	240,383	$	269,801
Net income per common share
Basic	$	0.35	$	0.50
Diluted	$	0.35	$	0.50
Weighted average number of shares of common stock outstanding
Basic	684,341,045		536,480,505
Diluted	687,914,683		544,801,802
Other comprehensive income
Net income attributable to common stockholders	$	240,383	$	269,801
Unrealized gain on cash flow hedges	108,611		12,378
Comprehensive income attributable to common stockholders	$	348,994	$	282,179

See accompanying Notes to Consolidated Financial Statements.

6

VICI PROPERTIES INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(UNAUDITED)

(In thousands, except share and per share data)

	Common Stock		Additional Paid-in Capital		Accumulated Other Comprehensive Loss		Retained Earnings		Total VICI Stockholders’ Equity		Non-controlling Interest		Total Stockholders’ Equity
Balance as of December 31, 2020	$	5,367	$	9,363,539	$	(92,521)	$	139,454	$	9,415,839	$	77,906	$	9,493,745
Net income	—		—		—		269,801		269,801		2,298		272,099
Distributions to non-controlling interest	—		—		—		—		—		(2,071)		(2,071)
Dividends declared ($0.3300 per common share)	—		—		—		(177,217)		(177,217)		—		(177,217)
Stock-based compensation, net of forfeitures	3		755		—		—		758		—		758
Unrealized gain on cash flow hedges	—		—		12,378		—		12,378		—		12,378
Balance as of March 31, 2021	$	5,370	$	9,364,294	$	(80,143)	$	232,038	$	9,521,559	$	78,133	$	9,599,692
Balance as of December 31, 2021	$	6,289	$	11,755,069	$	884	$	346,026	$	12,108,268	$	78,906	$	12,187,174
Net income	—		—		—		240,383		240,383		2,305		242,688
Issuance of common stock, net	1,190		3,216,907		—		—		3,218,097		—		3,218,097
Distributions to non-controlling interest	—		—		—		—		—		(2,103)		(2,103)
Dividends declared ($0.3600 per common share)	—		—		—		(270,600)		(270,600)		—		(270,600)
Stock-based compensation, net of forfeitures	5		(86)		—		—		(81)		—		(81)
Unrealized gain on cash flow hedges	—		—		108,611		—		108,611		—		108,611
Balance as of March 31, 2022	$	7,484	$	14,971,890	$	109,495	$	315,809	$	15,404,678	$	79,108	$	15,483,786

See accompanying Notes to Consolidated Financial Statements.

7

VICI PROPERTIES INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

(In thousands)

	Three Months Ended March 31,
	2022		2021
Cash flows from operating activities
Net income	$	242,688	$	272,099
Adjustments to reconcile net income to cash flows provided by operating activities:
Non-cash leasing and financing adjustments	(35,564)		(28,134)
Stock-based compensation	2,630		2,277
Depreciation	776		792
Amortization of debt issuance costs and original issue discount	15,977		6,691
Change in allowance for credit losses	80,820		(4,380)
Change in operating assets and liabilities:
Other assets	(2,057)		(1,539)
Accrued expenses and deferred revenue	(7,170)		(92,513)
Other liabilities	73		433
Net cash provided by operating activities	298,173		155,726
Cash flows from investing activities
Investments in leases - sales-type	(4,012,096)		—
Investments in leases - financing receivables	—		(6,000)
Investments in loans	(15,559)		—
Principal repayments of lease financing receivables	—		282
Principal repayments of loans and receipts of deferred fees	—		20,000
Capitalized transaction costs	(136)		(599)
Maturities of short-term investments	—		19,973
Acquisition of property and equipment	(454)		(1,247)
Net cash (used in) provided by investing activities	(4,028,245)		32,409
Cash flows from financing activities
Proceeds from offering of common stock, net	3,219,123		—
Proceeds from Revolving Credit Facility	600,000		—
Debt issuance costs	(27,285)		—
Repurchase of stock for tax withholding	(2,712)		(1,519)
Distributions to non-controlling interest	(2,103)		(2,071)
Dividends paid	(227,863)		(178,008)
Net cash provided by (used in) financing activities	3,559,160		(181,598)
Net (decrease) increase in cash, cash equivalents and restricted cash	(170,912)		6,537
Cash, cash equivalents and restricted cash, beginning of period	739,614		315,993
Cash, cash equivalents and restricted cash, end of period	$	568,702	$	322,530

8

VICI PROPERTIES INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

(In thousands)

Supplemental cash flow information:
Cash paid for interest	$	48,921	$	69,704
Cash paid for income taxes	$	2	$	—
Supplemental non-cash investing and financing activity:
Dividends declared, not paid	$	269,429	$	177,217
Debt issuance costs payable	$	465	$	17,341
Deferred transaction costs payable	$	2,219	$	3,595
Non-cash change in Investments in leases - financing receivables	$	6,696	$	4,673
Lease liabilities arising from obtaining right-of-use assets	$	208,949	$	—

See accompanying Notes to Consolidated Financial Statements.

9

VICI PROPERTIES L.P.

CONSOLIDATED BALANCE SHEETS

(UNAUDITED)

(In thousands, except unit and per unit data)

	March 31, 2022		December 31, 2021
Assets
Real estate portfolio:
Investments in leases - sales-type, net	$	17,113,699	$	13,136,664
Investments in leases - financing receivables, net	2,650,633		2,644,824
Investments in loans, net	513,128		498,002
Land	153,576		153,576
Cash and cash equivalents	533,807		705,566
Other assets	661,678		344,014
Total assets	$	21,626,521	$	17,482,646
Liabilities
Debt, net	$	5,297,014	$	4,694,523
Accrued expenses and deferred revenue	95,258		110,056
Distributions payable	269,276		226,309
Other liabilities	577,547		361,270
Total liabilities	6,239,095		5,392,158
Commitments and contingent liabilities (Note 10)
Partners’ Capital
Partners’ capital, 748,413,311 and 628,942,092 operating partnership units issued and outstanding as of March 31, 2022 and December 31, 2021, respectively	15,198,823		12,010,698
Accumulated other comprehensive income	109,495		884
Total VICI LP’s capital	15,308,318		12,011,582
Non-controlling interest	79,108		78,906
Total capital attributable to partners	15,387,426		12,090,488
Total liabilities and partners’ capital	$	21,626,521	$	17,482,646

_______________________________________________________

Note: As of March 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 $504.2 million, $92.0 million, $1.1 million and $8.8 million, respectively, and $434.9 million, $91.1 million, $0.8 million and $6.5 million of Allowance for credit losses, respectively. Refer to Note 5 - Allowance for Credit Losses for further details.

10

VICI PROPERTIES L.P.

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME

(UNAUDITED)

(In thousands, except unit and per unit data)

	Three Months Ended March 31,
	2022		2021
Revenues
Income from sales-type leases	$	326,735	$	290,146
Income from lease financing receivables and loans	72,878		70,377
Other income	8,386		6,974
Total revenues	407,999		367,497
Operating expenses
General and administrative	9,466		8,085
Depreciation	30		32
Other expenses	8,386		6,974
Change in allowance for credit losses	80,820		(4,380)
Transaction and acquisition expenses	755		8,721
Total operating expenses	99,457		19,432
Interest expense	(68,142)		(77,048)
Interest income	90		16
Income before income taxes	240,490		271,033
Income tax expense	162		(142)
Net income	240,652		270,891
Less: Net income attributable to non-controlling interest	(2,305)		(2,298)
Net income attributable to partners	$	238,347	$	268,593
Net income per Partnership unit
Basic	$	0.35	$	0.50
Diluted	$	0.35	$	0.49
Weighted average number of Partnership units outstanding
Basic	684,341,045		536,480,505
Diluted	687,914,683		544,801,802
Other comprehensive income
Net income attributable to partners	$	238,347	$	268,593
Unrealized gain on cash flow hedges	108,611		12,378
Comprehensive income attributable to partners	$	346,958	$	280,971

See accompanying Notes to Consolidated Financial Statements.

11

VICI PROPERTIES L.P.

CONSOLIDATED STATEMENTS OF PARTNERS’ CAPITAL

(UNAUDITED)

(In thousands, except unit and per unit data)

	Partners’ Capital		Accumulated Other Comprehensive Income (Loss)		Non-Controlling Interest		Total
Balance as of December 31, 2020	$	9,417,794	$	(92,521)	$	77,906	$	9,403,179
Net income	268,593		—		2,298.000		270,891
Contributions from parent	13,173		—		—		13,173
Distributions to parent	(189,915)		—		—		(189,915)
Distributions to non-controlling interest	—		—		(2,071)		(2,071)
Stock-based compensation, net of forfeitures	2,252		—		—		2,252
Unrealized gain on cash flow hedges	—		12,378		—		12,378
Balance as of March 31, 2021	$	9,511,897	$	(80,143)	$	78,133	$	9,509,887
Balance as of December 31, 2021	$	12,010,698	$	884	$	78,906	$	12,090,488
Net income	238,348		—		2,305		240,653
Contributions from parent	3,229,165		—		—		3,229,165
Distributions to parent	(281,990)		—		—		(281,990)
Distributions to non-controlling interest	—		—		(2,103)		(2,103)
Stock-based compensation, net of forfeitures	2,602		—		—		2,602
Unrealized gain on cash flow hedges	—		108,611		—		108,611
Balance as of March 31, 2022	$	15,198,823	$	109,495	$	79,108	$	15,387,426

See accompanying Notes to Consolidated Financial Statements.

12

VICI PROPERTIES L.P.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

(In thousands)

	Three Months Ended March 31,
	2022		2021
Cash flows from operating activities
Net income	$	240,652	$	270,891
Adjustments to reconcile net income to cash flows provided by operating activities:
Non-cash leasing and financing adjustments	(35,564)		(28,134)
Stock-based compensation	2,602		2,252
Depreciation	30		32
Amortization of debt issuance costs and original issue discount	15,977		6,692
Change in allowance for credit losses	80,820		(4,380)
Change in operating assets and liabilities:
Other assets	(1,513)		(1,095)
Accrued expenses and deferred revenue	(9,790)		(89,781)
Other liabilities	4		(127)
Net cash provided by operating activities	293,218		156,350
Cash flows from investing activities
Investments in leases - sales-type	(4,012,096)		—
Investments in leases - financing receivables	—		(6,000)
Investments in loans	(15,559)		—
Principal repayments of lease financing receivables	—		282
Principal repayments of loans and receipts of deferred fees	—		20,000
Capitalized transaction costs	(136)		(599)
Maturities of short-term investments	—		19,973
Acquisition of property and equipment	—		(13)
Net cash (used in) provided by investing activities	(4,027,791)		33,643
Cash flows from financing activities
Proceeds from Revolving Credit Facility	600,000		—
Contributions from Parent	3,219,202		—
Distribution to Parent	(227,000)		(177,000)
Debt issuance costs	(27,285)		—
Distributions to non-controlling interests	(2,103)		(2,071)
Net cash provided by (used in) financing activities	3,562,814		(179,071)
Net (decrease) increase in cash, cash equivalents and restricted cash	(171,759)		10,922
Cash, cash equivalents and restricted cash, beginning of period	705,566		286,245
Cash, cash equivalents and restricted cash, end of period	$	533,807	$	297,167

13

VICI PROPERTIES L.P.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

(In thousands)

Supplemental cash flow information:
Cash paid for interest	$	48,921	$	69,704
Cash paid for income taxes	$	2	$	—
Supplemental non-cash investing and financing activity:
Distributions payable	$	269,276	$	177,089
Debt issuance costs payable	$	465	$	17,341
Deferred transaction costs payable	$	2,219	$	3,595
Non-cash change in Investments in leases - financing receivables	$	6,696	$	4,673
Lease liabilities arising from obtaining right-of-use assets	$	208,949	$	—

See accompanying Notes to Consolidated Financial Statements.

14

VICI PROPERTIES INC. AND VICI PROPERTIES L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

In these notes, the words the “Company,” “VICI,” “we,” “our,” and “us” refer to VICI Properties Inc. and its subsidiaries, including VICI LP, on a consolidated basis, unless otherwise stated or the context requires otherwise.

We refer to (i) our Condensed Consolidated Financial Statements as our “Financial Statements,” (ii) our Consolidated Balance Sheets as our “Balance Sheet,” (iii) our Consolidated Statements of Operations and Comprehensive Income as our “Statement of Operations,” and (iv) our Consolidated Statement of Cash Flows as our “Statement of Cash Flows.” References to numbered “Notes” refer to the Notes to our Consolidated Financial Statements.

“Apollo” refers to Apollo Global Management, Inc., a Delaware corporation, and, as the context requires, certain of its subsidiaries and affiliates.

“April 2022 Notes” refer collectively to (i) the $500.0 million aggregate principal amount of 4.375% senior unsecured notes due 2025, (ii) the $1,250.0 million aggregate principal amount of 4.750% senior unsecured notes due 2028, (iii) the $1,000.0 million aggregate principal amount of 4.950% senior unsecured notes due 2030, (iv) the $1,500.0 million aggregate principal amount of 5.125% senior unsecured notes due 2032, and (v) the $750.0 million aggregate principal amount of 5.625% senior unsecured notes due 2052, in each case issued by VICI LP in April 2022.

“BREIT JV” refers to the joint venture between MGP and Blackstone Real Estate Income Trust, Inc. in which the Company retained MGP’s 50.1% ownership stake pursuant to the MGP Transactions.

“BREIT JV Lease” refers to the lease agreement for MGM Grand Las Vegas and Mandalay Bay.

“Caesars” refers to Caesars Entertainment, Inc., a Delaware corporation and, as the context requires, its subsidiaries.

“Caesars Las Vegas Master Lease” refers to the lease agreement for Caesars Palace Las Vegas and the Harrah’s Las Vegas facilities, as amended from time to time.

“Caesars Leases” refer collectively to the Caesars Las Vegas Master Lease, the Caesars Regional Master Lease and the Joliet Lease, in each case, unless the context otherwise requires.

“Caesars Regional Master Lease” refers to the lease agreement for the regional properties (other than the facility in Joliet, Illinois) leased to Caesars, as amended from time to time.

“Caesars Southern Indiana” refers to the real estate assets associated with the Caesars Southern Indiana Casino and Hotel, located in Elizabeth, Indiana, the operations of which were purchased by EBCI from Caesars on September 3, 2021, and which retained the Caesars brand name in accordance with the terms of a licensing agreement negotiated between EBCI and Caesars.

“Century Casinos” refers to Century Casinos, Inc., a Delaware corporation, and, as the context requires, its subsidiaries.

“Century Portfolio” refers to the real estate assets associated with the (i) Mountaineer Casino, Racetrack & Resort located in New Cumberland, West Virginia, (ii) Century Casino Caruthersville located in Caruthersville, Missouri and (iii) Century Casino Cape Girardeau located in Cape Girardeau, Missouri, which we purchased on December 6, 2019.

“Century Portfolio Lease” refers to the lease agreement for the Century Portfolio, as amended from time to time.

“Chelsea Piers Mortgage Loan” refers to an $80.0 million mortgage loan agreement entered into on August 31, 2020 with Chelsea Piers New York with a term of seven years and secured by the Chelsea Piers complex in New York City.

“Co-Issuer” refers to VICI Note Co. Inc., a Delaware corporation, and co-issuer of the November 2019 Notes, February 2020 Notes and Exchange Notes.

“Credit Agreement” refers to the Credit Agreement, dated as of February 8, 2022, by and among VICI LP, the lenders from time to time party thereto, and JPMorgan Chase Bank, N.A., as administrative agent, as amended from time to time.

“Credit Facilities” refers collectively to the Delayed Draw Term Loan and the Revolving Credit Facility.

“CSI Lease” refers to the lease agreement for Caesars Southern Indiana, as amended from time to time.

15

VICI PROPERTIES INC. AND VICI PROPERTIES L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(UNAUDITED)

“Delayed Draw Term Loan” refers to the three-year unsecured delayed draw term loan facility of VICI LP provided under the Credit Agreement.

“EBCI” refers to the Eastern Band of Cherokee Indians, a federally recognized Tribe located in western North Carolina, and, as the context requires, its subsidiary and affiliate entities.

“Exchange Notes” refer collectively to (i) the $1,024.2 million aggregate principal amount of 5.625% senior unsecured notes due 2024, (ii) the $799.4 million aggregate principal amount of 4.625% senior unsecured notes due 2025, (iii) the $480.5 million aggregate principal amount of 4.500% senior unsecured notes due 2026, (iv) the $729.5 million aggregate principal amount of 5.750% senior unsecured notes due 2027, (v) the $349.3 million aggregate principal amount of 4.500% senior unsecured notes due 2028, and (vi) the $727.1 million aggregate principal amount of 3.875% senior unsecured notes due 2029, in each case issued by VICI LP and Co-Issuer, in April 2022 pursuant to the Exchange Offers and Consent Solicitations (as defined herein).

“February 2020 Notes” refer collectively to (i) the $750.0 million aggregate principal amount of 3.500% senior unsecured notes due 2025, (ii) the $750.0 million aggregate principal amount of 3.750% senior unsecured notes due 2027, and (iii) the $1.0 billion aggregate principal amount of 4.125% senior unsecured notes due 2030, in each case issued by VICI LP and Co-Issuer in February 2020.

“Forum Convention Center Mortgage Loan” refers to a $400.0 million mortgage loan agreement entered into on September 18, 2020 with a subsidiary of Caesars with a term of five years and secured by, among other things, the Caesars Forum Convention Center in Las Vegas.

“Greektown” refers to the real estate assets associated with the Greektown Casino-Hotel, located in Detroit, Michigan, which we purchased on May 23, 2019.

“Greektown Lease” refers to the lease agreement for Greektown, as amended from time to time.

“Hard Rock” means Hard Rock International, and, as the context requires, its subsidiary and affiliate entities.

“Hard Rock Cincinnati” refers to the casino-entitled land and real estate and related assets associated with the Hard Rock Cincinnati Casino, located in Cincinnati, Ohio, which we purchased on September 20, 2019.

“Hard Rock Cincinnati Lease” refers to the lease agreement for Hard Rock Cincinnati, as amended from time to time.

“Harrah’s Original Call Properties” refers to the land and real estate assets associated with Harrah’s New Orleans, Harrah’s Laughlin and Harrah’s Atlantic City, which we purchased on July 20, 2020.

“JACK Cleveland/Thistledown” refers to the casino-entitled land and real estate and related assets associated with the JACK Cleveland Casino located in Cleveland, Ohio, and the video lottery gaming and pari-mutuel wagering authorized land and real estate and related assets of JACK Thistledown Racino located in North Randall, Ohio, which we purchased on January 24, 2020.

“JACK Cleveland/Thistledown Lease” refers to the lease agreement for JACK Cleveland/Thistledown, as amended from time to time.

“JACK Entertainment” refers to JACK Ohio LLC, and, as the context requires, its subsidiary and affiliate entities.

“Joliet Lease” refers to the lease agreement for the facility in Joliet, Illinois, as amended from time to time.

“Lease Agreements” refer collectively to the BREIT JV Lease, the Caesars Leases, the Century Portfolio Lease, the CSI Lease, the Hard Rock Cincinnati Lease, the JACK Cleveland/Thistledown Lease, the MGM Master Lease, the Penn National Leases, and the Venetian Lease, unless the context otherwise requires.

“Margaritaville” refers to the real estate of Margaritaville Resort Casino, located in Bossier City, Louisiana, which we purchased on January 2, 2019.

“Margaritaville Lease” refers to the lease agreement for Margaritaville, as amended from time to time.

16

VICI PROPERTIES INC. AND VICI PROPERTIES L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(UNAUDITED)

“Mergers” refer to a series of transactions governed by the MGP Master Transaction Agreement that occurred on April 29, 2022, consisting of (i) the contribution of our interest in VICI LP to VICI OP, which subsequent to the MGP Transactions serves as our new operating partnership, followed by (ii) the merger of MGP with and into Venus Sub LLC, a Delaware limited liability company and wholly owned subsidiary of VICI LP (“REIT Merger Sub”), with REIT Merger Sub surviving the merger, followed by (iii) the distribution by REIT Merger Sub of the interests of the general partner of MGP OP to VICI LP and (iv) the merger of REIT Merger Sub with and into MGP OP, with MGP OP surviving such merger.

“MGM” refers to MGM Resorts International, a Delaware corporation, and, as the context requires, its subsidiaries.

“MGM Master Lease” refers to the lease agreement for the wholly-owned properties leased to MGM.

“MGM Tax Protection Agreement” refers to the form of tax protection agreement entered into with MGM upon consummation of the MGP Transactions.

“MGP” refers to MGM Growth Properties LLC, a Delaware limited liability company, and, as the context requires, its subsidiaries.

“MGP Master Transaction Agreement” refers to that certain Master Transaction Agreement between the Company, MGP, MGP OP, VICI LP, REIT Merger Sub, VICI OP, and MGM entered into on August 4, 2021.

“MGP OP” refers to MGM Growth Properties Operating Partnership LP, a Delaware limited partnership, and, as the context requires, its subsidiaries.

“MGP OP Notes” refer collectively to the notes issued by MGP OP and MGP Finance Co-Issuer, Inc. (“MGP Co-Issuer” and, together with MGP OP, the “MGP Issuers”), consisting of (i) the 5.625% Senior Notes due 2024 issued pursuant to the indenture, dated as of April 20, 2016, (ii) the 4.625% Senior Notes due 2025 issued pursuant to the indenture, dated as of June 5, 2020, (iii) the 4.500% Senior Notes due 2026 issued pursuant to the indenture, dated as of August 12, 2016, (iv) the 5.750% Senior Notes due 2027 issued pursuant to the indenture, dated as of January 25, 2019, (v) the 4.500% Senior Notes due 2028 issued pursuant to the indenture, dated as of September 21, 2017, and (vi) the 3.875% Senior Notes due 2029 issued pursuant to the indenture, dated as of November 19, 2020, in each case, as amended or supplemented as of the date hereof, among the MGP Issuers and U.S. Bank National Association, as trustee (the “MGP Trustee”).

“MGP Transactions” refer collectively to a series of transactions pursuant to the MGP Master Transaction Agreement between us, MGP and MGM and the other parties thereto in connection with our acquisition of MGP on April 29, 2022, as contemplated by the MGP Master Transaction Agreement, including the MGM Tax Protection Agreement and the MGM Master Lease.

“November 2019 Notes” refer collectively to (i) the $1.25 billion aggregate principal amount of 4.250% senior unsecured notes due 2026, and (ii) the $1.0 billion aggregate principal amount of 4.625% senior unsecured notes due 2029, in each case issued by VICI LP and VICI Note Co. Inc., as Co-Issuer, in November 2019.

“Partner Property Growth Fund” refers to certain arrangements with certain tenants relating to our funding of “same-store” capital improvements, including redevelopment, new construction projects and other property improvements, in exchange for increased rent pursuant to the terms of our existing Lease Agreements with such tenants.

“Penn National” refers to Penn National Gaming, Inc., a Pennsylvania corporation, and, as the context requires, its subsidiaries.

“Penn National Leases” refer collectively to the Margaritaville Lease and the Greektown Lease, unless the context otherwise requires.

“Revolving Credit Facility” refers to the four-year unsecured revolving credit facility entered into by VICI PropCo, as amended from time to time.

“Secured Revolving Credit Facility” refers to the five-year first lien revolving credit facility entered into by VICI PropCo in December 2017, as amended, which was terminated on February 8, 2022.

“Seminole Hard Rock” refers to Seminole Hard Rock Entertainment, Inc.

17

VICI PROPERTIES INC. AND VICI PROPERTIES L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(UNAUDITED)

“Senior Unsecured Notes” refer collectively to the November 2019 Notes, the February 2020 Notes, the April 2022 Notes and the Exchange Notes and the MGP OP Notes.

“Term Loan B Facility” refers to the seven-year senior secured first lien term loan B facility entered into by VICI PropCo in December 2017, as amended from time to time, which was repaid in full on September 15, 2021.

“Venetian Acquisition” refers to our acquisition of the Venetian Resort, with Apollo, which closed on February 23, 2022.

“Venetian Lease” refers to the lease agreement for the Venetian Resort.

“Venetian Resort” refers to the land and real estate assets associated with the Venetian Resort Las Vegas and Venetian Expo, located in Las Vegas, Nevada, which we purchased on February 23, 2022.

“Venetian Tenant” refers to an affiliate of certain funds managed by affiliates of Apollo.

“VICI Golf” refers to VICI Golf LLC, a Delaware limited liability company that is the owner and operator of our golf segment business.

“VICI Issuers” refers to VICI Properties L.P., a Delaware limited partnership and VICI Note Co. Inc., a Delaware corporation.

“VICI LP” or the “Partnership” refers to VICI Properties L.P., a Delaware limited partnership and a wholly owned subsidiary of VICI.

“VICI OP” refers to VICI Properties OP LLC, a Delaware limited liability company and an indirect wholly owned subsidiary of VICI, which serves as our operating partnership following the closing of the MGP Transactions.

“VICI OP Units” refer to limited liability company interests in VICI OP.

“VICI PropCo” refers to VICI Properties 1 LLC, a Delaware limited liability company and an indirect wholly owned subsidiary of VICI.

Note 1 — Business and Organization

Business

We are primarily engaged in the business of owning and acquiring gaming, hospitality and entertainment destinations, subject to long-term triple-net leases. As of March 31, 2022, our national, geographically diverse real estate portfolio consisted of 28 market-leading properties, including Caesars Palace Las Vegas and the Venetian Resort (and following the closing of the MGP Transactions on April 29, 2022, our portfolio consists of 43 properties, including MGM Grand, Mandalay Bay and MGM National Harbor). Our properties are leased to, and our tenants are, subsidiaries of, or entities managed by, Caesars, Penn National, Seminole Hard Rock, Century Casinos, JACK Entertainment, EBCI and Apollo (and following the closing of the MGP Transactions, MGM). VICI also owns and operates four championship golf courses located near certain of our properties.

VICI, the parent company, is a Maryland corporation and internally managed real estate investment trust (“REIT”) for U.S. federal income tax purposes. Our real property business, which represents the substantial majority of our assets, is conducted through VICI OP and indirectly through VICI LP and our golf course business, VICI Golf, is conducted through a direct wholly-owned taxable REIT subsidiary (a “TRS”) of VICI. As a REIT, we generally will not be subject to U.S. federal income taxes on our taxable income to the extent that we annually distribute all of our net taxable income to stockholders and maintain our qualification as a REIT.

18

VICI PROPERTIES INC. AND VICI PROPERTIES L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(UNAUDITED)

Impact of the COVID-19 Pandemic on our Business

Since the emergence of the COVID-19 pandemic in early 2020, among the broader public health, societal and global impacts, the pandemic has resulted in governmental and/or regulatory actions imposing, among other things, temporary closures or restrictions from time to time on our tenants’ operations at our properties and our golf course operations. Although all of our leased properties and our golf courses are currently open and operating, without restriction in some jurisdictions, they remain subject to any current or future operating limitations, restrictions or closures imposed by governmental and/or regulatory authorities. While our tenants’ recent performance at many of our leased properties has been at or above pre-pandemic levels, our tenants may continue to face additional challenges and uncertainty due to the impact of the COVID-19 pandemic, such as complying with operational and capacity restrictions and ensuring sufficient employee staffing and service levels, and the sustainability of maintaining improved operating margins and financial performance. Due to prior closures, operating restrictions and other factors, our tenants’ operations, liquidity and financial performance have been adversely affected, and the ongoing nature of the pandemic, including emerging variants, may further adversely affect our tenants’ businesses and, accordingly, our business and financial performance could be adversely affected in the future.

All of our tenants have fulfilled their rent obligations through April 2022 and we regularly engage with our tenants in connection with their business performance, operations, liquidity and financial results. As a triple-net lessor, we believe we are generally in a strong creditor position and structurally insulated from operational and performance impacts of our tenants, both positive and negative. However, the full extent to which the COVID-19 pandemic continues to adversely affect our tenants, and ultimately impacts us, depends on future developments which cannot be predicted with confidence, including the actions taken to contain the pandemic or mitigate its impact, including the availability, distribution, public acceptance and efficacy of approved vaccines, new or mutated variants of COVID-19 (including vaccine-resistant variants) or a similar virus, the direct and indirect economic effects of the pandemic and containment measures on our tenants, our tenants’ financial performance and any future operating limitations or closures.

Note 2 — Summary of Significant Accounting Policies