VICI Properties Inc. Announces Second Quarter 2024 Results

- Reports 6.6% Year-over-Year Revenue Growth -

- Announced Capital Investment in the Venetian Resort through the Partner Property Growth Fund -

- Announced $250 Million Great Wolf Mezzanine Loan -

- Raises Guidance for Full Year 2024 -

VICI Properties Inc. (NYSE:VICI) ("VICI Properties", "VICI" or the "Company"), an experiential real estate investment trust, today reported results for the quarter ended June 30, 2024. All per share amounts included herein are on a per diluted common share basis unless otherwise stated.

Second Quarter 2024 Financial and Operating Highlights

• Total revenues increased 6.6% year-over-year to $957.0 million
• Net income attributable to common stockholders increased 7.3% year-over-year to $741.3 million and, on a per share basis, increased 3.7% year-over-year to $0.71
• AFFO attributable to common stockholders increased 9.6% year-over-year to $592.4 million and, on a per share basis, increased 5.9% year-over-year to $0.57
• Announced an up to $700 million investment through VICI's Partner Property Growth Fund strategy to fund extensive reinvestment projects at The Venetian Resort Las Vegas
• Announced the origination of a $250 million mezzanine loan as part of a $1.55 billion financing for Great Wolf Resorts, Inc. through the VICI Experiential Credit Solutions strategy
• Ended the quarter with $347.2 million in cash and cash equivalents and $681.0 million of estimated forward sale equity proceeds
• Raised AFFO guidance for full year 2024 to between $2,350 million and $2,370 million, or between $2.24 and $2.26 per diluted share

CEO Comments

Edward Pitoniak, Chief Executive Officer of VICI Properties, said, "In the second quarter, we committed up to $950.0 million of capital into existing high-quality partnerships, $650.0 million of which will be deployed this year, comprised of our $400.0 million property improvement investment into the Venetian and $250.0 million credit investment into Great Wolf Resorts. We funded $350.0 million of the aggregate commitment in the second quarter and an additional $150.0 million of the Venetian Capital Investment subsequent to quarter end. Given the funding cadence of these investments and our strong liquidity position at quarter end, we were able to fund them with capital on hand. The Venetian Capital Investment exemplifies the value of our Partner Property Growth Fund strategy, which provides attractive capital deployment opportunities to invest into existing VICI assets at scale, and the Great Wolf transaction demonstrates VICI's ability to recycle capital via our VICI Experiential Credit Solutions strategy. We believe these investments demonstrate that VICI has advantageous levers for sustained, sustainable growth with quality tenants in durable sectors across attractive geographies."

Second Quarter 2024 Financial Results

Total Revenues

Total revenues were $957.0 million for the quarter, an increase of 6.6% compared to $898.2 million for the quarter ended June 30, 2023. Total revenues for the quarter included $131.3 million of non-cash leasing and financing adjustments and $19.3 million of other income.

Net Income Attributable to Common Stockholders

Net income attributable to common stockholders was $741.3 million for the quarter, or $0.71 per share, compared to $690.7 million, or $0.69 per share, for the quarter ended June 30, 2023.

Funds from Operations ("FFO")

FFO attributable to common stockholders was $741.3 million for the quarter, or $0.71 per share, compared to $690.7 million, or $0.69 per share, for the quarter ended June 30, 2023.

Adjusted Funds from Operations ("AFFO")

AFFO attributable to common stockholders was $592.4 million for the quarter, an increase of 9.6% compared to $540.4 million for the quarter ended June 30, 2023. AFFO per share was $0.57 for the quarter, an increase of 5.9% compared to $0.54 for the quarter ended June 30, 2023.

Second Quarter 2024 Acquisitions and Portfolio Activity

Acquisitions and Investments

On May 1, 2024, the Company announced that it will provide up to $700.0 million of capital to The Venetian Resort Las Vegas ("The Venetian Resort") for extensive reinvestment projects through its Partner Property Growth Fund strategy (the "Venetian Capital Investment"). The Venetian Capital Investment is comprised of $400.0 million expected to be drawn in 2024 and an incremental $300.0 million that The Venetian Resort will have the option, but not the obligation, to draw in whole or in part until November 1, 2026. The initial $400.0 million investment is and will be funded in three quarterly capital fundings based on a fixed schedule: $100.0 million was drawn in Q2 2024, $150.0 million was drawn in Q3 2024 and $150.0 million will be drawn in Q4 2024. Annual rent under the existing Venetian Resort lease (as amended, the "Venetian Resort Lease") increases commencing on the first day of the quarter immediately following each capital funding at a 7.25% yield (the "Incremental Venetian Rent"). The Incremental Venetian Rent will begin escalating annually at 2.0% on March 1, 2029 and, commencing on March 1, 2031, will begin escalating on the same terms as the rest of the rent payable under the Venetian Resort Lease with annual escalation equal to the greater of 2.0% or CPI, capped at 3.0%. The $100.0 million draw in Q2 2024 and the $150.0 million draw in Q3 2024 were funded, and the $150.0 million draw in Q4 2024 is expected to be funded, with a combination of cash and proceeds from the partial settlement of the Company's outstanding forward equity sale agreements.

On May 9, 2024, the Company announced that it had originated a $250.0 million mezzanine loan (the "Mezzanine Loan") as part of a $1.55 billion financing that also includes a single borrower group CMBS securitization (the "Great Wolf Loan") for Great Wolf Resorts, Inc. ("Great Wolf") through its VICI Experiential Credit Solutions strategy. The Mezzanine Loan has an annual fixed interest rate and an initial term of two years with three 12-month extension options, subject to the satisfaction of certain conditions. In connection with the Great Wolf Loan origination, Great Wolf repaid VICI's $79.5 million mezzanine loan for Great Wolf Lodge Maryland. The remaining $170.5 million capital commitment was funded with cash.

Second Quarter 2024 Capital Markets Activity

Subsequent to quarter end, on July 1, 2024, the Company physically settled 4,000,000 shares under its outstanding ATM forward sale agreements in exchange for aggregate net proceeds of approximately $115.2 million.

Subsequent to quarter end, during July 2024, the Company entered into forward-starting interest rate swaps with an aggregate notional amount of $100.0 million, which is intended to reduce the variability in future cash flows for a forecasted issuance of long-term debt.

The following table details the issuance of outstanding shares of common stock, including restricted common stock:

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:

Balance Sheet and Liquidity

As of June 30, 2024, the Company had approximately $17.1 billion in total debt and approximately $3.4 billion in liquidity, comprised of $347.2 million in cash and cash equivalents, $681.0 million of estimated net proceeds available upon physical settlement of 22,856,855 shares outstanding under its forward sale agreements, and approximately $2.3 billion of availability under its revolving credit facility. In addition, the revolving credit facility includes the option to increase the revolving loan commitments by up to $1.0 billion to the extent that any one or more lenders (from the syndicate or otherwise) agree to provide such additional credit extensions.

Subsequent to quarter end, on July 1, 2024, the Company physically settled 4,000,000 shares under its outstanding ATM forward sale agreements in exchange for aggregate net proceeds of approximately $115.2 million.

The Company's outstanding indebtedness as of June 30, 2024 was as follows:

Dividends

On June 7, 2024, the Company declared a regular quarterly cash dividend of $0.415 per share. The Q2 2024 dividend was paid on July 3, 2024 to stockholders of record as of the close of business on June 18, 2024 and totaled in aggregate approximately $432.9 million.

2024 Guidance

The Company is raising its AFFO guidance for the full year 2024. 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 2024 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, 2024 will be between $2,350 million and $2,370 million, or between $2.24 and $2.26 per diluted common 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 updated full-year 2024 guidance:

The above per share estimates reflect the dilutive effect of the 18,856,855 shares currently pending under the Company's outstanding forward sale agreements as calculated under the treasury stock method. VICI partnership units held by third parties 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 our 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 our 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 as may be required by applicable law.

Conference Call and Webcast

The Company will host a conference call and audio webcast on Thursday, August 1, 2024 at 10:00 a.m. Eastern Time (ET). The conference call can be accessed by dialing +1 833-470-1428 (domestic) or +1 929-526-1599 (international) and entering the conference ID 896264. An audio replay of the conference call will be available from 1:00 p.m. ET on August 1, 2024 until midnight ET on August 8, 2024 and can be accessed by dialing +1 866-813-9403 (domestic) or +44 204-525-0658 (international) and entering the passcode 762138.

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 August 1, 2024, beginning at 10:00 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 owns 93 experiential assets across a geographically diverse portfolio consisting of 54 gaming properties and 39 other experiential properties across the United States and Canada. The portfolio is comprised of approximately 127 million square feet and features approximately 60,300 hotel rooms and over 500 restaurants, bars, nightclubs and sportsbooks. Its properties are occupied by industry-leading gaming, leisure and hospitality operators under long-term, triple-net lease agreements. VICI Properties has a growing array of real estate and financing partnerships with leading operators in other experiential sectors, including Bowlero, Cabot, Canyon Ranch, Chelsea Piers, Great Wolf Resorts, Homefield and Kalahari Resorts. VICI Properties also owns four championship golf courses and 33 acres of undeveloped and underdeveloped land adjacent to the Las Vegas Strip. VICI Properties' goal is to own the highest quality and most productive experiential real estate portfolio through a strategy of partnering with the highest quality experiential place makers and operators. For additional information, please visit www.viciproperties.com.

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 inflation, interest rates, supply chain disruptions, consumer confidence levels, changes in consumer spending, 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 increased 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 recently closed transactions, including our ability or failure to realize the anticipated benefits thereof; our dependence on our tenants at 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 any future transactions may not be consummated on the terms or timeframes contemplated, or at all, including our ability to obtain the financing necessary to complete any acquisitions on the terms we expect in a timely manner, or at all, the ability of the parties to satisfy the conditions set forth in the definitive transaction documents, including the receipt of, or delays in obtaining, governmental and regulatory approvals and consents required to consummate such transactions, or other delays or impediments to completing the transactions; the anticipated benefits of certain arrangements with certain tenants in connections with 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 decision and ability to exercise our purchase rights under our put-call agreements, call agreements, right of first refusal agreements and right of first offer agreements; 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 the requirement that we distribute 90% of our 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; 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 respective lease agreements following the initial or subsequent terms of the leases; restrictions on our ability to sell our properties subject to the lease agreements; our tenants and any guarantors' historical results may not be a reliable indicator of their future results; our substantial amount of indebtedness 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; the possibility that we identify significant environmental, tax, legal or other issues, including additional costs or liabilities, 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 impact of changes to the U.S. federal income tax laws; 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 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 our subsidiaries, including VICI Properties OP LLC, to make distributions to our stockholders; the potential impact on the amount of our cash distributions if we were to sell any of our properties in the future; 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, 2023, 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, (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 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, 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 gains (losses), deferred income tax benefits and expenses, 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 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 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.

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