ROCKY GAP CASINO RESORT TRANSACTION OVERVIEW AUGUST 25, 2022
DISCLAIMERS
Forward-Looking Statements
This presentation contains forward-looking statements within the meaning of the federal securities laws. You can identify these statements by our use of the words “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 control of VICI Properties Inc. and its subsidiaries (collectively, the “Company” or “VICI”) and could materially affect actual results, performance, or achievements. Among those risks, uncertainties and other factors are risks that the acquisition of an interest in the land and real estate assets of Rocky Gap Casino Resort (“Rocky Gap”) may not be consummated on the terms or timeframe described herein, or at all, including the ability of Golden Entertainment, Inc. (“Golden Entertainment”), Century Casinos, Inc. (“Century” or “CNTY”) and VICI to satisfy the conditions set forth in the definitive transaction documents, including the ability to receive, or delays in obtaining, the regulatory approvals required to consummate the transaction, including the acquisition of the operations of Rocky Gap; the terms on which the Company finances the transaction, including the source of funds used to finance such transaction; disruptions to the real property and operations of Rocky Gap during the pendency of the closing; risks that the Company may not achieve the benefits contemplated by the acquisition of the real estate assets (including any expected accretion or the amount of any future rent payments); and risks that not all potential risks and liabilities have been identified in the due diligence. 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, 2021, Quarterly Reports on Form 10-Q and the Company’s other filings with the Securities and Exchange. 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.
Century Information
The Company makes no representation as to the accuracy or completeness of the information regarding Century included in this presentation. Certain financial and other information for Century included in this presentation has been derived from public 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 and certain relevant markets, including macroeconomic data and gross gaming revenue, that are based on industry publications, reports and 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 variety of factors, including those described above under “Forward-Looking Statements.”
The brands included in this presentation 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 Adjusted Funds From Operations (“AFFO”), and Adjusted EBITDAR, 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 AFFO provides a meaningful perspective of the underlying operating performance of our business. We use Adjusted EBITDAR to evaluate the capacity of the tenant under the lease agreement for Rocky Gap to meet its obligations thereunder.
With respect to the Adjusted EBITDAR of Rocky Gap, while VICI believes that this non-GAAP measure included in this presentation is reliable, this information was prepared by Golden Entertainment and therefore does not guarantee the accuracy or completeness of this information. See page 8 for a reconciliation to the most directly comparable financial measures calculated in accordance with GAAP.
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 Adjusted EBITDAR, 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.
Published on August 25, 2022
© VICI. All rights reserved. No part of this publication may be reproduced, distributed or transmitted in any form or by any means, including without limitation photocopying, recording or any other electronic or mechanical methods, without the express written permission of VICI.
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ROCKY GAP – ACQUISITION STRATEGIC RATIONALE
TRANSACTION HIGHLIGHTS
ROCKY GAP LOCATION
Richmond
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ROCKY GAP – TRANSACTION OVERVIEW
VICI ENTERED INTO DEFINITIVE DOCUMENTATION TO ACQUIRE THE REAL ESTATE ASSETS OF R OCKY GAP(1) AND LEASE TO CENTURY CASINOS IN AMENDED EXISTING MASTER LEASE
ROCKY GAP ACQUISITION
$260.0 million
Purchase Price ($203.9 million PropCo / $56.1 million OpCo)
LTM 6/30/22 Adj.
EBITDAR of$26.3 million
Rocky Gap(2)
Asset Level
1.70x
Rent Coverage
Incremental
Initial Annual$15.5 million Rent
PropCo Multiple
CENTURY CASINOS PARTNERSHIP
Wholly owned subsidiary of Century
Tenant
Casinos, Inc.
Century Casinos, Inc.
Guarantor
(NASDAQ: CNTY)
Existing Century Master Lease
Triple-NetLease extended such that initial lease term
Terms is 15 years from closing, with four 5- year tenant renewal options
Rent Escalation(3)
Greater of 1.25% or
the change in CPI
Implied RE Cap
13.16x
Variable Rent Variable rent to be removed from
Rate
7.60%
Mechanics the amended Century Master Lease
1.0% of net revenue
PropCo
Cash on Balance Sheet /
Consideration
ATM Proceeds
Tenant Capex (excluding gaming equipment, IT
Requirements etc.) annually on a rolling 3-year basis
(1)
The land and buildings of Rocky Gap are leased from the Maryland Department of Natural Resources under a 40- year ground lease expiring in 2052 (plus a 20-year renewal option).
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(2)
Adj. EBITDAR is a non-GAAP financial measure. See page 8 of this presentation for a reconciliation to the most comparable GAAP financial measure.
ROCKY GAP – PROPERTY OVERVIEW
PROPERTY OVERVIEW
ASSET HIGHLIGHTS
ROCKY GAP CASINO
+25,000
Sq. ft. of
Gaming Space
630 / 16
Slot Machines
and Tables
198
Hotel Rooms
~270
Acres
~7,000
Yard 18-hole
golf course
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Food &
Beverage Options
Source: Golden Entertainment public filings as of Q2 2022
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VICI Properties Inc. published this content on 25 August 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 25 August 2022 12:37:01 UTC.
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