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Commitments and Contingent Liabilities
3 Months Ended
Mar. 31, 2022
Commitments and Contingencies Disclosure [Abstract]  
Commitments and Contingent Liabilities Commitments and Contingent Liabilities
Litigation
In the ordinary course of business, from time to time, we may be subject to legal claims and administrative proceedings. As of March 31, 2022, we are not subject to any litigation that we believe could have, individually or in the aggregate, a material adverse effect on our business, financial condition or results of operations, liquidity or cash flows.
In connection with the Mergers, three lawsuits were filed by purported MGP shareholders and six lawsuits were filed by purported VICI stockholders challenging the disclosures made, as applicable, in the Registration Statement on Form S-4 filed on September 8, 2021 and the Prospectus filed on September 23, 2021. The plaintiffs in each action sought, among other things, to enjoin the Mergers and the transactions contemplated by the MGP Master Transaction Agreement and an award of costs and attorneys’ fees. Each of the lawsuits has been dismissed pursuant to applicable litigation procedure, although additional lawsuits arising out of the MGP Transactions may be filed in the future.
Operating Lease Commitments
We are liable under various operating leases for: (i) land at the Cascata golf course, which expires in 2038 and (ii) offices in New Orleans, LA and New York, NY, which expire in 2022 and 2030, respectively. The discount rates for the leases was determined based on the yield of our current secured borrowings, adjusted to match borrowings of similar terms, and are between 5.3% and 5.5%. The weighted average remaining lease term as of March 31, 2022 under our operating leases was 14.3 years. Our Cascata ground lease has three 10-year extension options. The rent of such options would be the in-place rent at the time of renewal.
Total rental expense, included in golf operations and general and administrative expenses in our Statement of Operations and contractual rent expense under these agreements were as follows:
Three Months Ended March 31,
(In thousands)20222021
Rent expense$499 $499 
Contractual rent$475 $470 
As of March 31, 2022, we have a $49.7 million right of use asset and corresponding lease liability recorded in Other assets and Other liabilities, respectively, on our Balance Sheet related to our operating lease commitments for which we are the lessee.
The future minimum lease commitments relating to the base lease rent portion of noncancelable operating leases at March 31, 2022 are as follows:
(In thousands)Lease Commitments
2022 (remaining)$1,410 
20231,827 
20241,847 
20251,908 
20261,958 
20271,979 
Thereafter15,137 
Total minimum lease commitments$26,068 
Discounting factor9,442 
Lease liability$16,626 
Sub-Lease Commitments
Certain of our acquisitions necessitate that we assume, as the lessee, ground and use leases, the cost of which is passed to our tenants through the Lease Agreements, which require the tenants to pay all costs associated with such ground and use leases and provide for their direct payment to the landlord.
We have determined we are the primary obligor of certain of such ground and use leases and, accordingly, have presented these leases on a gross basis on our Balance Sheet and Statement of Operations. The following is a summary of the leases, the lease classification of which has been determined to be either an operating sub-lease or finance sub-lease.
Operating Sub-Lease Commitments
With respect to the following information, we assessed the lease classification of certain of the sub-leases to our tenants through the Lease Agreements, and our obligation as primary obligor of the leases and determined that they meet the definition of an operating lease. Accordingly, we have recorded a sub-lease right-of-use assets in Other assets and sub-lease liability in Other liabilities.
(In thousands)March 31, 2022December 31, 2021
Others assets (operating sub-leases)$33,105 $— 
Other liabilities (operating sub-lease liabilities)$33,105 $— 
Total rental income and rental expense, included in Other income and Other expenses, respectively, in our Statement of Operations and contractual rent expense under these agreements were as follows:
Three Months Ended March 31,
(In thousands)20222021
Rental income and expense$571 $— 
Contractual rent$528 $— 
The future minimum lease commitments relating to the sub-leases at March 31, 2022 are as follows:
(In thousands)Lease Commitments
2022 (remaining)$5,338 
20236,585 
20246,553 
20255,129 
20263,934 
20274,010 
Thereafter5,128 
Total minimum lease commitments$36,676 
Discounting factor3,571 
Sub-lease liabilities$33,105 
The discount rate for the operating sub-leases were determined based on the yield of our current secured borrowings, adjusted to match borrowings of similar terms, and are between 2.6% and 2.9%. The weighted average remaining lease term as of March 31, 2022 under our operating sub-lease was 7.7 years.
Finance Sub-Lease Commitments
With respect to the following information, we assessed the lease classification of certain of the sub-leases to our tenants through the Lease Agreements, and our obligation as primary obligor of the ground and use leases and determined that they meet the definition of a sales-type lease and finance lease. Accordingly, we have recorded a sales-type sub-lease in Other assets and finance sub-lease liability in Other liabilities.
The following table details the balance and location in our Balance Sheet of the ground and use sub-leases as of March 31, 2022 and December 31, 2021:
(In thousands)March 31, 2022December 31, 2021
Others assets (sales-type sub-leases, net)$446,956 $273,970 
Other liabilities (finance sub-lease liabilities)$455,710 $280,510 
Total rental income and rental expense, included in Other income and Other expenses, respectively, in our Statement of Operations and contractual rent expense under these agreements were as follows:
Three Months Ended March 31,
(In thousands)20222021
Rental income and expense$6,484 $5,652 
Contractual rent$6,678 $5,838 
The future minimum lease commitments relating to the ground and use sub-leases at March 31, 2022 are as follows:
(In thousands)Lease Commitments
2021 (remaining)$28,917 
202233,435 
202333,705 
202433,840 
202533,840 
202633,840 
Thereafter1,343,128 
Total minimum lease commitments$1,540,705 
Discounting factor1,084,995 
Finance sub-lease liability$455,710 
The discount rates for the finance ground and use sub-leases were determined based on the yield of our current secured borrowings, adjusted to match borrowings of similar terms, and are between 6% and 8%. The weighted average remaining lease term as of March 31, 2022 under our finance sub-leases was 56.8 years.