MGM Resorts International (MGM) Earnings Call Transcript & Summary

Good day, and welcome to the MGM Resorts International Annual Meeting of Stockholders. I would now like to turn the conference over to Cathy Park.

Thank you, and good afternoon. I'm Cathy Park, Executive Director of Investor Relations for MGM Resorts International. On behalf of the directors, officers and employees of our company, welcome to the Annual Meeting of Stockholders. This will be our first time that we're conducting our annual meeting virtually through the Internet. While the current global situation is an obvious reason for the change, we intend to continue conducting our stockholder meetings virtually to provide a cost-effective environmentally friendly and efficient access to the meeting for all of our stockholders and allow you to participate with the same ease as our quarterly earnings call. This meeting has 2 parts: first, we'll convene the official stockholders meeting; second, management will present its report, which will be followed by a question-and-answer period. In order to ensure that the business of the meeting proceeds in an orderly fashion, we ask that you please observe the meeting rules, which are available on the meeting website. We've allocated time for Q&A in today's agenda. [Operator Instructions] Some of our comments and responses to your questions during today's meeting may include forward-looking statements under the safe harbor provisions of the federal securities laws. Actual results may differ materially from those contemplated in these statements. Additional information concerning factors that could cause actual results to materially differ from these forward-looking statements is contained in our periodic filings with the SEC. Except as required by law, we undertake no obligation to update these statements as a result of new information or otherwise. During the meeting, we may also discuss non-GAAP financial measures in talking about our performance. You can find the reconciliation to GAAP financial measures on our website. In attendance at this meeting from management are Bill Hornbuckle, acting Chief Executive Officer and President; Corey Sanders, Chief Financial Officer and Treasurer; and John McManus, Executive Vice President, General Counsel and Secretary, who will serve as Secretary of this meeting. Also present are the following members of our Board of Directors, who have joined us remotely, Chairman of the Board, Paul Salem; Bill Grounds, Secretary Alexis Herman, Roland Hernandez, Mary Chris Jammet, John Kilroy, Rose McKinney-James, Keith Meister, Greg Spierkel, Jan Swartz and Dan Taylor. I would now like to welcome Paul Salem.

Thank you, Cathy, and good afternoon, everyone. We are currently living through an extraordinary challenging time in our nation's history. As the new Chairman of the Board of Directors of MGM, I'd like to commend the strength and teamwork exhibited by the employees of this great company throughout the coronavirus pandemic. When I first joined the Board of Directors for MGM in 2018, I never, never imagined that there would be a time when all of our domestic properties would be closed. However, we are focused on what truly matters, which is the health and safety of our employees, our guests and our communities. The Board believes that the management team is taking the right steps to ensure the long-term success of this company. In the midst of this unique crisis, there is now new leadership. The Board fully supported this change and believes it's the right decision at the right time. Bill Hornbuckle is one of the most experienced executives in the business today with great passion for this company, and we know as the acting Chief Executive Officer, he will lead this company through these challenging times. I hereby call the 2020 Annual Meeting to order, and welcome Bill Hornbuckle and John McManus, who will conduct the official portion of this meeting. Thank you.

Thank you, Paul, and thank you to the rest of our Board as well as our stockholders who have joined us today. John, will you please cover the procedural formalities?

Thank you, Bill. I have the notice of the Annual Meeting of Stockholders, which is dated March 27, 2020, and the affidavit of mailing stating that on or about March 27, 2020, we mailed to record stockholders, the appropriate proxy materials. Under the company's bylaws, notice of any stockholder proposal must have been provided no later than February 1, 2020. There are present, via proxy, stockholders entitled to cast in excess of a majority of all votes entitled to be cast at the meeting, and therefore, I declare a quorum to be present. To ensure that our meeting today is conducted in an orderly manner, we will follow the agenda and rules of conduct. Your cooperation in following the agenda and rules of conduct will allow us to treat all stockholders fairly and ensure an informative meeting for everyone. The polls are now open and will remain open, while I read the resolutions for consideration at today's meeting. All stockholders entitled to vote at this meeting have the ability to do so online. If you are a stockholder entitled to vote and have not yet voted, or if you want to change your previously cast vote, please do so via the website used to access this meeting. Please remember that if you've already voted by proxy, it is not necessary to vote again. After voting has been completed on all matters on the agenda, we will close the polls and provide the preliminary voting results. Today's first proposal is for the election of directors and the resolution for this proposal is resolved that the following persons are nominated to serve as directors until the next annual meeting or until their respective successors have been appointed, Bill Grounds, Secretary Alexis Herman, Roland Hernandez, Mary Chris Jammet, John Kilroy, Rose McKinney-James, Keith Meister, Paul Salem, Greg Spierkel, Jan Swartz and Dan Taylor. The next proposal relates to the ratification of the company's selection of its independent registered public accounting firm for the year ending December 31, 2020. Ed Ricks of Deloitte & Touche is participating in today's meeting online and has indicated that Deloitte does not have any statements to make. He will be available to answer any stockholder questions during the question-and-answer period. The resolution for this proposal is resolved that the company's appointment of the firm of Deloitte & Touche LLP as its independent registered public accounting firm to audit the consolidated financial statements of the company for the year ending December 31, 2020, and to audit the company's internal control over financial reporting as of December 31, 2020, be and hereby is confirmed, ratified and approved. The final proposal, known as Say on Pay, enables our stockholders to approve, on an advisory basis, the compensation of our named executive officers, as disclosed in our proxy statement in accordance with the SEC rules. The resolution for this proposal is resolved that the stockholders of MGM Resorts International approve, on an advisory basis, the compensation of our named executive officers as disclosed in the company's proxy statement in accordance with 402 of Regulation S-K, including the compensation discussion and analysis, the summary compensation table and related tables and disclosure. As the resolutions now -- have now been presented, this will conclude the items to be voted on by stockholders, and the polls are now closed. I am pleased to announce that based on the count of the votes by the inspector of elections, Broadridge, the preliminary results of the voting show that the company's nominees for directors, as named in the proxy statement, have been duly elected as directors of the company to serve until the next annual meeting or until their respective successors have been appointed. Also according to preliminary results, the other 2 proposals have been approved. The final results of the voting will be filed with the SEC on a current report on Form 8-K. Thank you very much.

Thank you, John. As there is no further business before the meeting, the official segment of this meeting is now closed. I will now provide an update on our business. Following my presentation, we will respond to questions that were properly submitted in accordance with the rules of conduct. Under normal circumstances, I would dispense this time discussing our 2019 results and highlights. We made a lot of great progress on our long-term strategy last year, much of which has helped position the company favorably today. We're also quite pleased with our initial results in January and February of this year. However, our business environment today is anything but normal, and so I'd like to take this opportunity to address the current state of affairs. The global COVID-19 pandemic has had an enormous impact in all aspects of our daily lives. Our Macau properties at MGM China were impacted first, and the market underwent a 15-day closure earlier this year in February. While operations have since reopened, the government's quarantine measures and other travel restrictions continue to result in low visitation to our properties in that region. Here in the U.S., we quickly realized we're facing a significant public health crisis that demanded a shift and comprehensive response for the safety of our employees, our guests and our surrounding communities. And by March 17, 2020, and for the first time ever, all of our operations across the U.S. were temporarily closed. Welcoming people from around the world is what we do, and our employees have tremendous pride in this mission. With every challenge we have faced, our teams have responded with commitment, focus and determination. I'm confident the men and women of MGM Resorts will rise to this new challenge and work together towards recovery. We draw our confidence from our solid liquidity position and our deep operational expertise, which create a foundation of strength during these difficult times. Last year, MGM Resorts made significant progress on its real estate monetization strategy, which resulted in $6.9 billion in cash proceeds to the company. As of March 31, the company, excluding MGM China and MGM Growth Properties and including our recent bond issuance at $4.6 billion in cash, giving us well over a year of liquidity to fund our current estimated cash outflows. We also have had additional levers to bolster our already strong liquidity position. These include the agreement of for MGP to repurchase up to $1.4 billion of our operating partnership units in cash, should we elect to have them redeemed. MGM China is well positioned with over $800 million of liquidity. And earlier this month, it further amended its credit agreement to provide for additional financial covenant relief as well. MGP has also drawn down its revolver for additional liquidity. On the operating side, our MGM 2020 Plan, launched in the middle of last year, set our internal gears into motion to transform the way we operate by flattening our organizational structure, maximizing efficiencies and driving long-term shareholder value. Because of this work, our response to COVID-19 around property closures and measures to minimize expenses were swift and deliberate. We are now applying that same diligence to an intelligent and thoughtful reopening strategy. MGM Resorts recognizes its responsibility extends beyond simply serving our customers and growing our bottom line. Our ESG strategy called Focused on What Matters, commits MGM Resorts to a more environmentally sustainable future while striving to improve our internal culture and make social investments in the communities where we operate. As part of this strategy, MGM Resorts had 14 specific long-term targets for sustainability, diversity, workforce development and community giving, joining the United Nations Global Compact and aligning our priorities with UN Sustainable Development Goals. Our goals include donating 5 million meals through our Feeding Forward program, which includes repurposing unserved food from our resorts, surpassing 1 million volunteer hours within the community and ensuring that all employees, including women, the LGBTQ community, people of color and people with disabilities have equal access to leadership opportunities, all by 2025. And in response to the current crisis, the company, our employees and our partners collectively raised $12.8 million for the Employee Emergency Grant Fund to provide relief for employees and immediate families in need. We've also given over $1 million in food and products to local communities, provided logistics for 250,000 COVID-19 tests in Nevada and donated over 1 million units of PPE. MGM China has also made significant efforts to support the region through the crisis, including donating approximately USD 2.5 million to the Hubei province and providing another means of support, including PPE to its local community. While there's no playbook for today's challenges, I have faith in our deep operating experience, our expertise in safely managing public gatherings, the strength of our long-term plan and our tenure in this business. These factors give me a great deal of confidence in our prospects for long term recovery. We are committed to the safety of our guests, our employees and our communities. We are focused on simplifying our operating model, managing strict capital discipline and executing on our strategic plan. We will continue to drive operational efficiencies, improve margin and maximize free cash flow, and we will continue to maximize the value of our real estate assets. Looking ahead, we also remain committed to growing our business in Asia and establishing a leading presence in sports betting and online gaming. And in particular, I want to emphasize that we remain fully focused on our partnership with Orix to develop a world-class integrated resort in Osaka, Japan. As we continue to steer through these choppy and unchartered waters, I am committed to steady leadership, grounded in focus, discipline and the transparency required to maintain trust in our team and confidence in our brand. We will now proceed to answer any questions that were properly submitted. Cathy, can you please direct the first questions?

Sure, Bill. The first one is for you from stockholder, Wayne Stephen. "To jump-start our properties, are we planning on offering discounted rates for a couple of months period to bring clients in? We want to be ahead of everyone else to get to businessmen and individuals on a campaign prior to them booking with other hotels?"

Thank you for your question, Mr. Stephens. Amid this crisis, we think about the inevitable reopening of our properties here in the U.S. Corey, John and I and the rest of the management team have been heavily focused on what it means to gather safely because nothing is more important than the health and well-being of our employees and ultimately, our guests. While I've always put health and safety at the forefront of all we do, they will be especially vital in driving our reopening strategy. We believe that our ability to help guests feel safe in our resorts will ultimately drive consumer demand, not just pricing alone. With that being said, the Las Vegas market of note has always been competitive, and we don't expect this dynamic to be any different when we reopen. We also have our database of casino customers who've always enjoyed offers and discounts. And in fact, because we've spoken to many of them, we know they're eager to return when it's feasible.

Thanks, Bill. Corey, the second one is for you from Stockholder Albert Lemer, who says, "I received a report stating that MGM would purchase my shares for a minimum price of $29 per share. What was your decision for not following through with the purchase?"

Well, thank you for your question, Mr. Lemer. Earlier this year, we launched a modified Dutch tender offer to repurchase up to $1.25 billion of our stock. As we mentioned in our press release, the extreme volatility in the equity capital markets prevented us from being able to set and maintain an offering price range commensurate with trading levels for the period of time required under the SEC rules. In addition, we were beginning to see an increasing impact of our business domestically from the COVID-19 pandemic and certain conditions to completing the offer were not met. As a result, we made the decision to terminate the offer, and I can assure you that this decision was not made lightly. We wanted to make sure that we were being thorough and thoughtful in understanding the risk to our business and liquidity positions before making a decision to terminate the offer. A lot of companies across various industries have suspended their share buyback programs and are focused on strengthening their balance sheets in the light of COVID-19 pandemic. And we believe that it was prudent and in the best interest of the company at the time to terminate the offer to maintain our financial flexibility given the unknown severity and duration of the pandemic.

Thanks, Corey. Next question is for you, Bill, from stockholder, Randy Hayden. "Given the recent coronavirus pandemic and the emphasis on employee, vendor and customer safety, will you please consider making all our indoor facilities smoke free. Some of our facilities are already smoke-free. I think we are leaders in the gaming and entertainment industries and should be leaders when it comes to putting the health and safety of our employees and customers as a top priority. Thanks for your kind consideration of this request, and I look forward to hearing your response."

Thank you for your question, Mr. Hayden. I distinctly remember you from last year as well. So we thank you for your continued support for the company. Again, we take the health and safety of our employees and our guests very seriously, and this has especially been top of mind in recent months, as you can imagine. As you mentioned, some of our regional properties are 100% smoke-free, such as MGM National Harbor, MGM Springfield and Northfield Park. Even in Las Vegas, it's only our casino floors that allow for smoking, and most of our indoor areas are actually smoke-free, including our restaurants, our Sportsbook and most of our guestrooms. At MGM, we do our best to respect our guests' preferences as much as possible. And in Las Vegas, guests who prefer completely smoke-free environments have had options for many years. They can stay with us at Delano, Vdara or our newest addition the NoMad. That being said, we are currently evaluating smoking in the context of COVID-19 and will take actions as appropriate to protect employees as we reopen. For example, we will reopen Park MGM as a completely smoke-free resort on a permanent basis. I've been with this company for 22 years, and I can say that we have always strived to improve and become a better company. We have led the industry in sustainability, in diversity and strengthening our community, and the responsibilities remain core to our principles today. As I mentioned earlier, we took another step last year with our Focused on What Matters initiatives to commit to measurable goals in improving the quality of life for our guests, our employees and the communities in which we operate. I strongly believe these efforts have contributed and will contribute -- continue to contribute to MGM Resorts being named one of America's Best Large Employers by Forbes Magazine.

Thanks, Bill. This next one is for you, Paul. "Can you please provide further justification for defined compensation and Jim Murren's transition package?"

Sure. Thank you. The company entered into a transition agreement with Jim Murren in early February. In establishing the terms of this transition agreement, the Board took into account, among other things, that Jim served the company for over 2 decades and anticipated he would continue his CEO duties for most of this year, but then the COVID-19 crisis made it prudent to change the timing of his departure. The Board was focused on making certain that the transition was smooth and at least as least disruptive as possible. We believe that the terms of the transition agreement, including the financial terms are fair to and in the best interest of the company and its shareholders, and is consistent with packages that other CEOs have received in similar circumstances.

Thank you, Paul. This last question is for you, Bill. "With casino attendance down, can MGM ramp up online gaming marketing for the millions that are sheltering at home?"

Simple answer is yes. We have been ramping up our online gaming efforts. A little over a year ago, as many of you know, we formed a joint venture called Roar with GVC to create a leading platform in the United States for sports betting and iGaming. Since the general shutdown in sports, as a result, sports betting, Roar's operational focus has shifted to more heavily focus on iGaming, especially, in New Jersey. I mentioned on our earnings call just last week that in New Jersey, our iGaming business has been doing very well. And if we paced out what we did the last couple of weeks, it'd be over $100 million a year business for us. We just launched in Colorado this past week, Pennsylvania is around the corner as is Michigan. Given everything happening with the stress of COVID-19, we think states will likely open sooner rather than later as they seek revenues from state coffers, and we are working full steam ahead on these opportunities. Sports betting and iGaming has been an untold story within our investment community, and we expect to change that as we ramp our efforts over time.

Thanks, Bill. This concludes our Q&A session. I'll turn it back to you.

Thank you. Maybe a couple of closing comments. On behalf of our leadership team, I want to thank our employees for their dedication to MGM Resorts. Now more than ever, I'm proud of the commitment to excellence, social responsibility and the embodiment of our company's core values, particularly in a time of crisis, they have again risen to the occasion. While we are going through tough times today, I look forward to the day we can open our doors yet once again. I'd also like to take this time to thank Jim Murren, who had been a devoted -- had spent devoted 22 years of his life at this company. He was a long time colleague and remains a friend of mine and the company's. I believe he has decided to continue to make Southern Nevada his home. We also believe we will see more of him around the community. Of note, he is currently fighting all -- for all of us as Chair of the Nevada Coronavirus Task Force, and we wish him the very best of luck in the future. Finally, we'd like to thank you, the stockholders, for your continued commitment to this company. This concludes our meeting. I thank you, wish you all the best, be safe and be well.

The conference has now concluded. We thank you for attending, and you may now disconnect.