Form 6-K

 

 

FORM 6-K

 

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

REPORT OF FOREIGN ISSUER

PURSUANT TO RULE 13a–16 OR 15d–16 OF

THE SECURITIES EXCHANGE ACT OF 1934

For the month of May 2017

Commission File Number: 001-33178

 

 

MELCO RESORTS & ENTERTAINMENT LIMITED

 

 

36th Floor, The Centrium

60 Wyndham Street

Central

Hong Kong

(Address of principal executive offices)

 

 

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20–F or Form 40–F.    Form 20-F  ☒    Form 40-F  ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):  ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):  ☐

Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3–2(b) under the Securities Exchange Act of 1934.    Yes  ☐    No  ☒

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3–2(b): 82– N/A

 

 

 


MELCO RESORTS & ENTERTAINMENT LIMITED

Form 6–K

TABLE OF CONTENTS

Signature

Exhibit 99.1

   


SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

MELCO RESORTS & ENTERTAINMENT LIMITED
By:  

/s/ Geoffrey Davis

Name:   Geoffrey Davis, CFA
Title:   Chief Financial Officer

Date: May 16, 2017

 

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EXHIBIT INDEX

 

Exhibit No.

     

Description

Exhibit 99.1

    Quarterly Report of Melco Resorts Finance Limited
Quarterly Report of Melco Resorts Finance Limited
Table of Contents

Exhibit 99.1

Explanatory Note

Melco Resorts Finance Limited’s Quarterly Report

for the Three Months Ended March 31, 2017

This quarterly report serves to provide holders of Melco Resorts Finance Limited’s (formerly known as MCE Finance Limited) US$1,000,000,000 5.00% senior notes due 2021 (the “2013 Senior Notes”) with Melco Resorts Finance Limited’s unaudited condensed consolidated financial statements, comprising condensed consolidated balance sheets, condensed consolidated statements of operations and condensed consolidated statements of cash flows, for the three months ended March 31, 2017, together with related information, pursuant to the terms of the indenture, dated February 7, 2013, relating to the 2013 Senior Notes. Melco Resorts Finance Limited is a wholly-owned subsidiary of Melco Resorts & Entertainment Limited (formerly known as Melco Crown Entertainment Limited).

 

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Table of Contents

Melco Resorts Finance Limited

Report for the First Quarter of 2017

TABLE OF CONTENTS

 

INTRODUCTION

    1  

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

    3  

GLOSSARY

    4  

EXCHANGE RATE INFORMATION

    7  

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

    8  

INDEX TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

    F-1  

 

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INTRODUCTION

In this quarterly report, unless otherwise indicated:

 

  “2015 Credit Facilities” refers to the credit facilities entered into pursuant to an amendment and restatement agreement dated June 19, 2015, as amended from time to time, between, among others, Melco Crown Macau, Deutsche Bank AG, Hong Kong Branch as agent and DB Trustees (Hong Kong) Limited as security agent, in a total amount of HK$13.65 billion (equivalent to approximately US$1.75 billion), comprising a HK$3.90 billion (equivalent to approximately US$500 million) term loan facility and a HK$9.75 billion (equivalent to approximately US$1.25 billion) revolving credit facility;

 

  “Additional Development” refers to the additional development on the land on which Studio City is located, which is expected to include a hotel and related amenities;

 

  “Altira Macau” refers to an integrated casino and hotel development located in Taipa, Macau, that caters to Asian VIP rolling chip customers;

 

  “China” and “PRC” refer to the People’s Republic of China, excluding Hong Kong, Macau and Taiwan from a geographical point of view;

 

  “City of Dreams” refers to a casino, hotel, retail and entertainment integrated resort located in Cotai, Macau, which currently features casino areas and three luxury hotels, including a collection of retail brands, a wet stage performance theater and other entertainment venues;

 

  “Cotai” refers to an area of reclaimed land located between the islands of Taipa and Coloane in Macau;

 

  “DICJ” refers to the Direcção de Inspecção e Coordenação de Jogos (the Gaming Inspection and Coordination Bureau), a department of the Public Administration of Macau;

 

  “HK$” and “H.K. dollar(s)” refer to the legal currency of Hong Kong;

 

  “Hong Kong” refers to the Hong Kong Special Administrative Region of the PRC;

 

  “Macau” refers to the Macau Special Administrative Region of the PRC;

 

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  “Melco Crown Macau” refers to our subsidiary, Melco Crown (Macau) Limited, a Macau company and the holder of our gaming subconcession;

 

  “Mocha Clubs” refer to, collectively, our clubs with gaming machines , which are now the largest non-casino based operations of electronic gaming machines in Macau;

 

  “our subconcession” and “our gaming subconcession” refer to the Macau gaming subconcession held by Melco Crown Macau;

 

  “Parent” and “Melco” refer to Melco Resorts & Entertainment Limited (formerly known as Melco Crown Entertainment Limited), a Cayman Islands exempted company with limited liability;

 

  “Pataca(s)” and “MOP” refer to the legal currency of Macau;

 

  “Property” refers to a large-scale integrated leisure resort in Cotai, Macau, consisting of Studio City and the Additional Development;

 

  “Services and Right to Use Arrangements” refer to the agreement entered into among, inter alia, Melco Crown Macau and Studio City Entertainment, dated May 11, 2007 and amended on June 15, 2012, as amended from time to time, and any other agreements or arrangements entered into from time to time, which may amend, supplement or relate to the aforementioned agreements or arrangements;

 

  “Studio City” refers to a cinematically-themed integrated entertainment, retail and gaming resort in Cotai, Macau, and being the first phase of the Property;

 

  “Studio City Casino” refers to the gaming areas being constructed or operated within the Property;

 

  “Studio City Entertainment” refers to our affiliate, Studio City Entertainment Limited, a Macau company which the Parent acquired, through acquisition of 60% equity interest in Studio City International Holdings Limited, an intermediate holding company of Studio City Entertainment, an indirect holding of 60% of its equity interest in July 2011;

 

  “US$” and “U.S. dollar(s)” refer to the legal currency of the United States;

 

  “U.S. GAAP” refers to the accounting principles generally accepted in the United States; and

 

  “we”, “us”, “our” and “our company” refer to Melco Resorts Finance Limited and, as the context requires, its predecessor entities and its consolidated subsidiaries.

This quarterly report includes our unaudited condensed consolidated financial statements for the three months ended March 31, 2017.

Any discrepancies in any table between totals and sums of amounts listed therein are due to rounding. Accordingly, figures shown as totals in certain tables may not be an arithmetic aggregation of the figures preceding them.

 

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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This quarterly report contains forward-looking statements that relate to future events, including our future operating results and conditions, our prospects and our future financial performance and condition, all of which are largely based on our current expectations and projections. Known and unknown risks, uncertainties and other factors may cause our actual results, performance or achievements to be materially different from any future results, performances or achievements expressed or implied by the forward- looking statements. We operate in a heavily regulated and evolving industry, and have a highly leveraged business model. Moreover, we operate in Macau’s gaming sector, a market with intense competition, and therefore new risk factors may emerge from time to time. It is not possible for our management to predict all risk factors, nor can we assess the impact of these factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those expressed or implied in any forward-looking statement. Forward-looking statements involve inherent risks and uncertainties, and a number of factors could cause actual results to differ materially from those contained in any forward-looking statement. These factors include, but are not limited to, (i) growth of the gaming market and visitation in Macau, (ii) capital and credit market volatility, (iii) local and global economic conditions, (iv) our anticipated growth strategies, (v) gaming authority and other governmental approvals and regulations, and (vi) our future business development, results of operations and financial condition. In some cases, forward-looking statements can be identified by words or phrases such as “may”, “will”, “expect”, “anticipate”, “target”, “aim”, “estimate”, “intend”, “plan”, “believe”, “potential”, “continue”, “is/are likely to” or other similar expressions.

The forward-looking statements made in this quarterly report relate only to events or information as of the date on which the statements are made in this quarterly report. Except as required by law, we undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, after the date on which the statements are made or to reflect the occurrence of unanticipated events. You should read this quarterly report with the understanding that our actual future results may be materially different from what we expect.

 

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GLOSSARY

 

“cage”   a secure room within a casino with a facility that allows patrons to carry out transactions required to participate in gaming activities, such as exchange of cash for chips and exchange of chips for cash or other chips
“chip”   round token that is used on casino gaming tables in lieu of cash
“concession”   a government grant for the operation of games of fortune and chance in casinos in Macau under an administrative contract pursuant to which a concessionaire, or the entity holding the concession, is authorized to operate games of fortune and chance in casinos in Macau
“drop”   the amount of cash used to purchase gaming chips and promotional vouchers that is deposited in a gaming table’s drop box, plus gaming chips purchased at the casino cage
“drop box”   a box or container that serves as a repository for cash, chip purchase vouchers, credit markers and forms used to record movements in the chip inventory on each table game
“electronic gaming table”   table with an electronic or computerized wagering and payment system that allow players to place bets from multiple-player gaming seats
“gaming machine”   slot machine and/or electronic gaming table
“gaming machine handle”   the total amount wagered in gaming machines
“gaming machine win rate”   gaming machine win expressed as a percentage of gaming machine handle
“gaming promoter”   an individual or corporate entity who, for the purpose of promoting rolling chip and other gaming activities, arranges customer transportation and accommodation, provides credit in its sole discretion if authorized by a gaming operator and arranges food and beverage services and entertainment in exchange for commissions or other compensation from a gaming operator
“integrated resort”   a resort which provides customers with a combination of hotel accommodations, casinos or gaming areas, retail and dining facilities, MICE space, entertainment venues and spas
“junket player”   a player sourced by gaming promoters to play in the VIP gaming rooms or areas
“marker”   evidence of indebtedness by a player to the casino or gaming operator
“mass market patron”   a customer who plays in the mass market segment

 

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“mass market segment”   consists of both table games and gaming machines played by mass market patrons for cash stakes that are typically lower than those in the rolling chip segment
“mass market table games drop”   the amount of table games drop in the mass market table games segment
“mass market table games hold percentage”   mass market table games win as a percentage of mass market table games drop

 

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“mass market table games segment”   the mass market segment consisting of mass market patrons who play table games
“MICE”   Meetings, Incentives, Conventions and Exhibitions, an acronym commonly used to refer to tourism involving large groups brought together for an event or specific purpose
“non-negotiable chip”   promotional casino chip that is not to be exchanged for cash
“premium direct player”   a rolling chip player who is a direct customer of the concessionaires or subconcessionaires and is attracted to the casino through direct marketing efforts and relationships with the gaming operator
“rolling chip” or “VIP rolling chip”   non-negotiable chip primarily used by rolling chip patrons to make wagers
“rolling chip patron”   a player who is primarily a VIP player and typically receives various forms of complimentary services from the gaming promoters or concessionaires or subconcessionaires
“rolling chip segment”   consists of table games played in private VIP gaming rooms or areas by rolling chip patrons who are either premium direct players or junket players
“rolling chip volume”   the amount of non-negotiable chips wagered and lost by the rolling chip market segment
“rolling chip win rate”   rolling chip table games win (calculated before discounts and commissions) as a percentage of rolling chip volume
“slot machine”   traditional slot or electronic gaming machine operated by a single player
“subconcession”   an agreement for the operation of games of fortune and chance in casinos between the entity holding the concession, or the concessionaire, a subconcessionaire and the Macau government, pursuant to which the subconcessionaire is authorized to operate games of fortune and chance in casinos in Macau
“table games win”   the amount of wagers won net of wagers lost on gaming tables that is retained and recorded as casino revenues
“VIP gaming room”   gaming rooms or areas that have restricted access to rolling chip patrons and typically offer more personalized service than the general mass market gaming areas

 

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EXCHANGE RATE INFORMATION

The majority of our current revenues are denominated in H.K. dollar, while our current expenses are denominated predominantly in Pataca and H.K. dollar, and in connection with a portion of our indebtedness and certain expenses, in U.S. dollar. Unless otherwise noted, all translations from H.K. dollar to U.S. dollar and from U.S. dollar to H.K. dollar in this quarterly report were made at a rate of HK$7.78 to US$1.00.

The H.K. dollar is freely convertible into other currencies (including the U.S. dollar). Since October 17, 1983, the H.K. dollar has been officially linked to the U.S. dollar at the rate of HK$7.80 to US$1.00. The market exchange rate has not deviated materially from the level of HK$7.80 to US$1.00 since the peg was first established. However, in May 2005, the Hong Kong Monetary Authority broadened the trading band from the original rate of HK$7.80 per U.S. dollar to a rate range of HK$7.75 to HK$7.85 per U.S. dollar. The Hong Kong government has stated its intention to maintain the link at that rate, and, acting through the Hong Kong Monetary Authority, has a number of means by which it may act to maintain exchange rate stability. However, no assurance can be given that the Hong Kong government will maintain the link at HK$7.75 to HK$7.85 per U.S. dollar or at all.

The noon buying rate on March 31, 2017 in New York City for cable transfers in H.K. dollar per U.S. dollar, provided in the H.10 weekly statistical release of the Federal Reserve Board of the United States as certified for customs purposes by the Federal Reserve Bank of New York, was HK$7.7714 to US$1.00. On May 5, 2017, the noon buying rate was HK$7.7839 to US$1.00. We make no representation that any H.K. dollar or U.S. dollar amounts could have been, or could be, converted into U.S. dollar or H.K. dollar, as the case may be, at any particular rate or at all.

The Pataca is pegged to the H.K. dollar at a rate of HK$1.00 = MOP1.03. All translations from Pataca to U.S. dollar in this quarterly report were made at the exchange rate of MOP8.0134 = US$1.00. The Federal Reserve Bank of New York does not certify for customs purposes a noon buying rate for cable transfers in Pataca.

 

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FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion should be read in connection with our unaudited condensed consolidated financial statements included elsewhere in this quarterly report. Our unaudited condensed consolidated financial statements have been prepared in accordance with U.S. GAAP. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with our audited consolidated financial statements for the year ended December 31, 2016. The historical results are not necessarily indicative of the results of operations to be expected in the future. Certain statements in this “Financial Condition and Results of Operations” are forward-looking statements.

Summary of Financial Results

For the first quarter of 2017, our total net revenues were US$1.13 billion, an increase of 11.2% from US$1.02 billion of net revenues for the first quarter of 2016. The increase in total net revenues was primarily attributable to the increased casino revenues generated from operating Studio City Casino, better performance in City of Dreams’ rolling chip segment and the increase in non-gaming revenue in City of Dreams. Net income from Studio City Casino gaming operations will be reimbursed to Studio City Entertainment pursuant to the Services and Right to Use Arrangements. Such reimbursement is included in general and administrative expenses.

Net income for the first quarter of 2017 was US$130.0 million, as compared to US$100.7 million for the first quarter of 2016. The increase in profitability was primarily attributable to the increase in revenues in City of Dreams mentioned above and lower provision for doubtful debt in Altira Macau.

The following summarizes the results of our operations:

 

     Three Months Ended March 31  
     2017      2016  
     (In thousands of US$)  

Net revenues

   $ 1,132,699      $ 1,018,788  

Total operating costs and expenses

   $ (999,110    $ (908,966

Operating income

   $ 133,589      $ 109,822  

Net income

   $ 130,005      $ 100,693  

 

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Results of Operations

City of Dreams First Quarter Results

For the quarter ended March 31, 2017, net revenue at City of Dreams was US$699.1 million compared to US$686.4 million in the first quarter of 2016. The increase in net revenue was primarily a result of greater rolling chip gross gaming revenues and increased non-gaming revenue.

Rolling chip volume totaled US$12.6 billion for the first quarter of 2017 versus US$9.8 billion in the first quarter of 2016. The rolling chip win rate was 2.7% in the first quarter of 2017 versus 3.2% in the first quarter of 2016. The expected rolling chip win rate range is 2.7%-3.0%.

Mass market table games drop decreased to US$1,059.8 million compared with US$1,073.5 million in the first quarter of 2016. The mass market table games hold percentage was 36.9% in the first quarter of 2017 compared to 36.7% in the first quarter of 2016.

Gaming machine handle for the first quarter of 2017 was US$1,025.9 million, compared with US$1,044.5 million in the first quarter of 2016. The gaming machine win rate was 3.4% for both quarters ended March 31, 2017 and 2016.

Total non-gaming revenue at City of Dreams in the first quarter of 2017 was US$83.7 million, compared with US$69.7 million in the first quarter of 2016.

Altira Macau First Quarter Results

For the quarter ended March 31, 2017, net revenue at Altira Macau was US$109.1 million compared to US$108.5 million in the first quarter of 2016.

Rolling chip volume totaled US$4.1 billion in the first quarter of 2017 versus US$4.6 billion in the first quarter of 2016. The rolling chip win rate was 3.1% in the first quarter of 2017 versus 2.8% in the first quarter of 2016. The expected rolling chip win rate range is 2.7%-3.0%.

In the mass market table games segment, drop totaled US$99.7 million in the first quarter of 2017, a decrease from US$135.2 million generated in the comparable period in 2016. The mass market table games hold percentage was 20.6% in the first quarter of 2017 compared with 17.0% in the first quarter of 2016.

Gaming machine handle for the first quarter of 2017 was US$8.0 million, compared with US$8.7 million in the first quarter of 2016. The gaming machine win rate was 5.8% in the first quarter of 2017 versus 5.9% in the first quarter of 2016.

Total non-gaming revenue at Altira Macau in the first quarter of 2017 was US$6.7 million compared with US$7.0 million in the first quarter of 2016.

 

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Mocha Clubs First Quarter Results

Net revenue from Mocha Clubs totaled US$31.1 million in the first quarter of 2017 as compared to US$31.8 million in the first quarter of 2016.

Gaming machine handle for the first quarter of 2017 was US$603.1 million, compared with US$670.7 million in the first quarter of 2016. The gaming machine win rate was 5.0% in the first quarter of 2017 versus 4.6% in the first quarter of 2016.

Other Factors Affecting First Quarter Earnings

Total net non-operating expenses for the first quarter of 2017 were US$5.6 million, which mainly included interest expenses, net of capitalized interest, of US$6.0 million, other finance costs of US$6.1 million and a net foreign exchange gains of US$6.3 million, as compared to a total net non-operating expenses of US$8.6 million for the first quarter of 2016, which mainly included interest income of US$1.9 million, interest expenses, net of capitalized interest, of US$7.4 million, other finance costs of US$5.7 million and a net foreign exchange gains of US$2.5 million. The year-on-year decrease of US$3.0 million in net non-operating expenses was primarily due to higher net foreign exchange gains in the current period.

Depreciation and amortization costs of US$67.3 million were recorded in the first quarter of 2017, of which US$14.3 million was related to the amortization of our gaming subconcession and US$2.7 million was related to the amortization of land use rights.

Liquidity and Capital Resources

We have relied and intend to rely on our cash generated from our operations and our debt and equity financings to meet our financing needs and repay our indebtedness, as the case may be.

As of March 31, 2017, we held cash and cash equivalents of US$791.9 million, and the HK$9.75 billion (equivalent to approximately US$1.25 billion) revolving credit facility under the 2015 Credit Facilities remains available for future drawdown, subject to satisfaction of certain conditions precedent. Further, the 2015 Credit Facilities includes an incremental facility of up to US$1.3 billion to be made available upon further agreement with any of the existing lenders under the 2015 Credit Facilities or with other entities.

 

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Cash Flows

The following table sets forth a summary of our cash flows for the periods indicated:

 

     Three Months Ended
March 31,
 
     2017      2016  
     (In thousands of US$)  

Net cash provided by operating activities

   $ 203,297      $ 161,677  

Net cash provided by investing activities

     52,469        277,381  

Net cash used in financing activities

     (576,656      (350,222
  

 

 

    

 

 

 

Net (decrease) increase in cash and cash equivalents

     (320,890      88,836  

Cash and cash equivalents at beginning of period

     1,112,835        1,041,645  
  

 

 

    

 

 

 

Cash and cash equivalents at end of period

   $ 791,945      $ 1,130,481  
  

 

 

    

 

 

 

Operating Activities

Operating cash flows are generally affected by changes in operating income and accounts receivable related to VIP table games play and hotel operations conducted on a cash and credit basis and the remainder of the business including mass market table games play, gaming machine play, food and beverage, and entertainment that are conducted primarily on a cash basis.

Net cash provided by operating activities was US$203.3 million for the first quarter of 2017, compared to US$161.7 million for the first quarter of 2016. The increase in net cash provided by operating activities was mainly attributable to decreased working capital for the operations and an improvement in underlying operating performance of City of Dreams, as described in the foregoing section.

Investing Activities

Net cash provided by investing activities was US$52.5 million for the first quarter of 2017, compared to net cash provided by investing activities of US$277.4 million for the first quarter of 2016. The decrease was primarily due to a decrease in withdrawals of bank deposits with original maturities over three months, partially offset by a decrease in capital expenditure payments.

Net cash provided by investing activities of US$52.5 million for the first quarter of 2017 mainly included withdrawals of bank deposits with original maturities over three months of US$138.5 million, partially offset by capital expenditure payments of US$76.0 million and advance payments and deposits for acquisition of property and equipment of US$10.8 million.

 

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Net cash provided by investing activities of US$277.4 million for the first quarter of 2016 mainly included withdrawals of bank deposits with original maturities over three months of US$391.5 million, partially offset by capital expenditure payments of US$110.5 million.

Our total capital expenditure payments for the first quarter of 2017 were US$76.0 million, as compared to US$110.5 million for the first quarter of 2016. Such capital expenditures for both periods were mainly associated with our development projects, including Morpheus, which is the fifth hotel tower at City of Dreams, as well as enhancement to our integrated resort offerings.

Financing Activities

Net cash used in financing activities amounted to US$576.7 million for the first quarter of 2017, which primarily represented the dividend payment of US$565.8 million and the scheduled repayment of the term loan under the 2015 Credit Facilities of US$11.3 million.

Net cash used in financing activities amounted to US$350.2 million for the first quarter of 2016, which primarily represented the dividend payment of US$350.3 million.

 

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Indebtedness

The following table presents a summary of our gross indebtedness, before the reduction of debt issuance costs, as of March 31, 2017:

 

     As of March 31,  
     2017  
     (In thousands of US$)  

2013 Senior Notes

   $ 1,000,000  

2015 Credit Facilities

   $ 467,449  
  

 

 

 
   $ 1,467,449  
  

 

 

 

Except for the scheduled repayment of the term loan under the 2015 Credit Facilities of US$11.3 million during the first quarter of 2017, there was no other change in our gross indebtedness as of March 31, 2017 as compared to December 31, 2016.

Our company is developing Morpheus, the fifth hotel tower at City of Dreams.

Any other future developments may be subject to further financing and a number of other factors, many of which are beyond our control.

Recent Developments

On May 15, 2017, the sole director of our company declared a dividend of US$529,089.37 per share totaling approximately US$636.0 million. A portion of the dividend amounting to US$45.0 million will be payable in cash and the remaining amount of US$591.0 million was offset against the amount due from the Parent.

 

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Melco Resorts Finance Limited

(Formerly Known as MCE Finance Limited)

Index to Unaudited Condensed Consolidated Financial Statements

For the Three Months Ended March 31, 2017

 

     Page  

Unaudited Melco Resorts Finance Limited (Formerly Known as MCE Finance Limited)
Condensed Consolidated Financial Statements

     F-2  

Unaudited Melco Resorts Finance Limited (Formerly Known as MCE Finance Limited)
- Restricted Subsidiaries Group Condensed Consolidated Financial Statements

     F-5  

Unaudited Reconciliation of Financial Condition and Results of Operations of
Melco Resorts Finance Limited - Restricted Subsidiaries Group to Melco Resorts Finance Limited

     F-8  

 

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Melco Resorts Finance Limited

(Formerly Known as MCE Finance Limited)

Condensed Consolidated Balance Sheets

(In thousands of U.S. dollars, except share and per share data)

 

     March 31, 2017      December 31, 2016  
     (Unaudited)      (Audited)  

ASSETS

     

CURRENT ASSETS

     

Cash and cash equivalents

   $ 791,945      $ 1,112,835  

Bank deposits with original maturities over three months

     —          138,539  

Accounts receivable, net

     146,182        194,876  

Amounts due from affiliated companies

     816,619        240,097  

Inventories

     18,442        18,490  

Prepaid expenses and other current assets

     56,842        55,962  
  

 

 

    

 

 

 

Total current assets

     1,830,030        1,760,799  
  

 

 

    

 

 

 

PROPERTY AND EQUIPMENT, NET

     2,611,152        2,576,177  

GAMING SUBCONCESSION, NET

     299,011        313,320  

INTANGIBLE ASSETS

     4,220        4,220  

GOODWILL

     81,915        81,915  

LONG-TERM PREPAYMENTS, DEPOSITS AND OTHER ASSETS

     119,046        112,172  

ADVANCE TO AN AFFILIATED COMPANY

     —          597,974  

LAND USE RIGHTS, NET

     343,686        346,402  
  

 

 

    

 

 

 

TOTAL ASSETS

   $ 5,289,060      $ 5,792,979  
  

 

 

    

 

 

 

LIABILITIES AND SHAREHOLDER’S EQUITY

     

CURRENT LIABILITIES

     

Accounts payable

   $ 13,900      $ 11,156  

Accrued expenses and other current liabilities

     1,051,224        1,080,190  

Income tax payable

     777        5,251  

Capital lease obligations, due within one year

     119        118  

Current portion of long-term debt, net

     44,244        44,210  

Amounts due to affiliated companies

     22,152        55,709  
  

 

 

    

 

 

 

Total current liabilities

     1,132,416        1,196,634  
  

 

 

    

 

 

 

LONG-TERM DEBT, NET

     1,364,293        1,372,219  

OTHER LONG-TERM LIABILITIES

     20,724        16,369  

DEFERRED TAX LIABILITIES

     13,880        14,185  

CAPITAL LEASE OBLIGATIONS, DUE AFTER ONE YEAR

     117        147  

ADVANCE FROM AN AFFILIATED COMPANY

     1,946        1,946  

SHAREHOLDER’S EQUITY

     

Ordinary shares, par value $0.01; 5,000,000 shares authorized; 1,202 shares issued

     —          —    

Additional paid-in capital

     1,849,785        1,849,785  

Accumulated other comprehensive income

     2,635        2,635  

Retained earnings

     903,264        1,339,059  
  

 

 

    

 

 

 

Total shareholder’s equity

     2,755,684        3,191,479  
  

 

 

    

 

 

 

TOTAL LIABILITIES AND SHAREHOLDER’S EQUITY

   $ 5,289,060      $ 5,792,979  
  

 

 

    

 

 

 

 

F-2


Table of Contents

Melco Resorts Finance Limited

(Formerly Known as MCE Finance Limited)

Condensed Consolidated Statements of Operations (Unaudited)

(In thousands of U.S. dollars)

 

     Three Months Ended March 31,  
     2017     2016  

OPERATING REVENUES

    

Casino

   $ 1,043,221     $ 936,627  

Rooms

     31,795       31,319  

Food and beverage

     20,080       18,068  

Entertainment, retail and others

     78,210       71,010  
  

 

 

   

 

 

 

Gross revenues

     1,173,306       1,057,024  

Less: promotional allowances

     (40,607     (38,236
  

 

 

   

 

 

 

Net revenues

     1,132,699       1,018,788  
  

 

 

   

 

 

 

OPERATING COSTS AND EXPENSES

    

Casino

     (736,268     (680,677

Rooms

     (3,848     (3,773

Food and beverage

     (6,018     (4,522

Entertainment, retail and others

     (14,605     (13,476

General and administrative

     (165,357     (138,044

Pre-opening costs

     (507     (239

Amortization of gaming subconcession

     (14,309     (14,309

Amortization of land use rights

     (2,716     (2,717

Depreciation and amortization

     (50,225     (50,805

Property charges and others

     (5,257     (404
  

 

 

   

 

 

 

Total operating costs and expenses

     (999,110     (908,966
  

 

 

   

 

 

 

OPERATING INCOME

     133,589       109,822  
  

 

 

   

 

 

 

NON-OPERATING INCOME (EXPENSES)

    

Interest income

     174       1,940  

Interest expenses, net of capitalized interest

     (5,955     (7,446

Other finance costs

     (6,089     (5,723

Foreign exchange gains, net

     6,289       2,506  

Other income, net

     13       162  
  

 

 

   

 

 

 

Total non-operating expenses, net

     (5,568     (8,561
  

 

 

   

 

 

 

INCOME BEFORE INCOME TAX

     128,021       101,261  

INCOME TAX CREDIT (EXPENSE)

     1,984       (568
  

 

 

   

 

 

 

NET INCOME

   $ 130,005     $ 100,693  
  

 

 

   

 

 

 

 

F-3


Table of Contents

Melco Resorts Finance Limited

(Formerly Known as MCE Finance Limited)

Condensed Consolidated Statements of Cash Flows (Unaudited)

(In thousands of U.S. dollars)

 

     Three Months Ended March 31,  
     2017     2016  

CASH FLOWS FROM OPERATING ACTIVITIES

    

Net cash provided by operating activities

   $ 203,297     $ 161,677  
  

 

 

   

 

 

 

CASH FLOWS FROM INVESTING ACTIVITIES

    

Payment for acquisition of property and equipment

     (75,999     (110,452

Advance payments and deposits for acquisition of property and equipment

     (10,793     (1,285

Proceeds from sale of property and equipment

     722       221  

Withdrawals of bank deposits with original maturities over three months

     138,539       391,542  

Payment for land use rights

     —         (3,788

Changes in restricted cash

     —         1,143  
  

 

 

   

 

 

 

Net cash provided by investing activities

     52,469       277,381  
  

 

 

   

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES

    

Dividends paid

     (565,800     (350,257

Principal payments on long-term debt

     (11,278     —    

Principal payments on capital lease obligations

     (35     (8

Fund from an affiliated company

     457       101  

Payment of deferred financing costs

     —         (58
  

 

 

   

 

 

 

Net cash used in financing activities

     (576,656     (350,222
  

 

 

   

 

 

 

NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS

     (320,890     88,836  

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD

     1,112,835       1,041,645  
  

 

 

   

 

 

 

CASH AND CASH EQUIVALENTS AT END OF PERIOD

   $ 791,945     $ 1,130,481  
  

 

 

   

 

 

 

SUPPLEMENTAL DISCLOSURES OF CASH FLOWS

    

Cash paid for interest, net of amounts capitalized

   $ (13,205   $ (16,327

Cash paid for income taxes

     (2,795     (2,795

NON-CASH INVESTING ACTIVITY

    

Change in accrued expenses and other current liabilities and other long-term liabilities related to property and equipment

     39,960       27,103  
  

 

 

   

 

 

 

 

F-4


Table of Contents

Melco Resorts Finance Limited (Formerly Known as MCE Finance Limited)

- Restricted Subsidiaries Group

Condensed Consolidated Balance Sheets (Unaudited)

(In thousands of U.S. dollars, except share and per share data)

 

     March 31,
2017
     December 31,
2016
 

ASSETS

     

CURRENT ASSETS

     

Cash and cash equivalents

   $ 791,945      $ 1,112,835  

Bank deposits with original maturities over three months

     —          138,539  

Accounts receivable, net

     146,182        194,876  

Amounts due from affiliated companies

     816,627        240,101  

Amounts due from unconsolidated subsidiaries

     2        2  

Inventories

     18,442        18,490  

Prepaid expenses and other current assets

     56,842        55,962  
  

 

 

    

 

 

 

Total current assets

     1,830,040        1,760,805  
  

 

 

    

 

 

 

PROPERTY AND EQUIPMENT, NET

     2,611,152        2,576,177  

GAMING SUBCONCESSION, NET

     299,011        313,320  

INTANGIBLE ASSETS

     4,220        4,220  

GOODWILL

     81,915        81,915  

LONG-TERM PREPAYMENTS, DEPOSITS
AND OTHER ASSETS

     119,046        112,172  

INVESTMENT IN UNCONSOLIDATED SUBSIDIARIES

     6        6  

ADVANCE TO AN AFFILIATED COMPANY

     —          597,974  

LAND USE RIGHTS, NET

     343,686        346,402  
  

 

 

    

 

 

 

TOTAL ASSETS

     $5,289,076      $ 5,792,991  
  

 

 

    

 

 

 

LIABILITIES AND SHAREHOLDER’S EQUITY

     

CURRENT LIABILITIES

     

Accounts payable

   $ 13,900      $ 11,156  

Accrued expenses and other current liabilities

     1,051,224        1,080,190  

Income tax payable

     777        5,251  

Capital lease obligations, due within one year

     119        118  

Current portion of long-term debt, net

     44,244        44,210  

Amounts due to affiliated companies

     22,152        55,705  
  

 

 

    

 

 

 

Total current liabilities

     1,132,416        1,196,630  
  

 

 

    

 

 

 

LONG-TERM DEBT, NET

     1,364,293        1,372,219  

OTHER LONG-TERM LIABILITIES

     20,724        16,369  

DEFERRED TAX LIABILITIES

     13,880        14,185  

CAPITAL LEASE OBLIGATIONS, DUE AFTER ONE YEAR

     117        147  

ADVANCE FROM AN AFFILIATED COMPANY

     1,946        1,946  

SHAREHOLDER’S EQUITY

     

Ordinary shares, par value $0.01; 5,000,000 shares authorized; 1,202 shares issued

     —          —    

Additional paid-in capital

     1,849,785        1,849,785  

Accumulated other comprehensive income

     2,635        2,635  

Retained earnings

     903,280        1,339,075  
  

 

 

    

 

 

 

Total shareholder’s equity

     2,755,700        3,191,495  
  

 

 

    

 

 

 

TOTAL LIABILITIES AND SHAREHOLDER’S EQUITY

     $5,289,076      $ 5,792,991  
  

 

 

    

 

 

 

 

F-5


Table of Contents

Melco Resorts Finance Limited (Formerly Known as MCE Finance Limited)

- Restricted Subsidiaries Group

Condensed Consolidated Statements of Operations (Unaudited)

(In thousands of U.S. dollars)

 

     Three Months Ended March 31,  
     2017     2016  

OPERATING REVENUES

    

Casino

   $ 1,043,221     $ 936,627  

Rooms

     31,795       31,319  

Food and beverage

     20,080       18,068  

Entertainment, retail and others

     78,210       71,010  
  

 

 

   

 

 

 

Gross revenues

     1,173,306       1,057,024  

Less: promotional allowances

     (40,607     (38,236
  

 

 

   

 

 

 

Net revenues

     1,132,699       1,018,788  
  

 

 

   

 

 

 

OPERATING COSTS AND EXPENSES

    

Casino

     (736,268     (680,677

Rooms

     (3,848     (3,773

Food and beverage

     (6,018     (4,522

Entertainment, retail and others

     (14,605     (13,476

General and administrative

     (165,357     (138,044

Pre-opening costs

     (507     (239

Amortization of gaming subconcession

     (14,309     (14,309

Amortization of land use rights

     (2,716     (2,717

Depreciation and amortization

     (50,225     (50,805

Property charges and others

     (5,257     (404
  

 

 

   

 

 

 

Total operating costs and expenses

     (999,110     (908,966
  

 

 

   

 

 

 

OPERATING INCOME

     133,589       109,822  
  

 

 

   

 

 

 

NON-OPERATING INCOME (EXPENSES)

    

Interest income

     174       1,940  

Interest expenses, net of capitalized interest

     (5,955     (7,446

Other finance costs

     (6,089     (5,723

Foreign exchange gains, net

     6,289       2,506  

Other income, net

     13       162  
  

 

 

   

 

 

 

Total non-operating expenses, net

     (5,568     (8,561
  

 

 

   

 

 

 

INCOME BEFORE INCOME TAX

     128,021       101,261  

INCOME TAX CREDIT (EXPENSE)

     1,984       (568
  

 

 

   

 

 

 

NET INCOME

   $ 130,005     $ 100,693  
  

 

 

   

 

 

 

 

F-6


Table of Contents

Melco Resorts Finance Limited (Formerly Known as MCE Finance Limited)

- Restricted Subsidiaries Group

Condensed Consolidated Statements of Cash Flows (Unaudited)

(In thousands of U.S. dollars)

 

     Three Months Ended March 31,  
     2017     2016  

CASH FLOWS FROM OPERATING ACTIVITIES

    

Net cash provided by operating activities

   $ 203,297     $ 161,677  
  

 

 

   

 

 

 

CASH FLOWS FROM INVESTING ACTIVITIES

    

Payment for acquisition of property and equipment

     (75,999     (110,452

Advance payments and deposits for acquisition of property and equipment

     (10,793     (1,285

Proceeds from sale of property and equipment

     722       221  

Withdrawals of bank deposits with original maturities over three months

     138,539       391,542  

Payment for land use rights

     —         (3,788

Changes in restricted cash

     —         1,143  
  

 

 

   

 

 

 

Net cash provided by investing activities

     52,469       277,381  
  

 

 

   

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES

    

Dividends paid

     (565,800     (350,257

Principal payments on long-term debt

     (11,278     —    

Principal payments on capital lease obligations

     (35     (8

Fund from an affiliated company

     457       101  

Payment of deferred financing costs

     —         (58
  

 

 

   

 

 

 

Net cash used in financing activities

     (576,656     (350,222
  

 

 

   

 

 

 

NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS

     (320,890     88,836  

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD

     1,112,835       1,041,645  
  

 

 

   

 

 

 

CASH AND CASH EQUIVALENTS AT END OF PERIOD

   $ 791,945     $ 1,130,481  
  

 

 

   

 

 

 

SUPPLEMENTAL DISCLOSURES OF CASH FLOWS

    

Cash paid for interest, net of amounts capitalized

   $ (13,205   $ (16,327

Cash paid for income taxes

     (2,795     (2,795

NON-CASH INVESTING ACTIVITIES

    

Change in accrued expenses and other current liabilities and other long-term liabilities related to property and equipment

     39,960       27,103  

Assignment of amount due from an unconsolidated subsidiary to advance to an affiliated company

     —         1,634,005  
  

 

 

   

 

 

 

 

F-7


Table of Contents

Melco Resorts Finance Limited

(Formerly Known as MCE Finance Limited)

Unaudited Reconciliation of Financial Condition and Results of Operations

of Melco Resorts Finance Limited - Restricted Subsidiaries Group to Melco Resorts Finance Limited

For the Three Months Ended March 31, 2017

(In thousands of U.S. dollars, except share and per share data)

 

          Unrestricted Subsidiaries              
    Consolidated Total
for Melco Resorts
Finance Limited -
Restricted
Subsidiaries Group
    Melco Crown
(Macau Peninsula)
Hotel Limited
    Melco Crown
(Macau Peninsula)
Developments
Limited
    Elimination     Consolidated Total
for Melco Resorts
Finance Limited
 

Condensed Consolidated Balance Sheets (Unaudited)

         

As of March 31, 2017

         

ASSETS

         

CURRENT ASSETS

         

Cash and cash equivalents

  $ 791,945     $     $     $     $ 791,945  

Accounts receivable, net

    146,182             146,182  

Amounts due from affiliated companies

    816,627       (4     (4       816,619  

Amounts due from unconsolidated subsidiaries

    2           (2     —    

Inventories

    18,442             18,442  

Prepaid expenses and other current assets

    56,842             56,842  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total current assets

    1,830,040       (4     (4     (2     1,830,030  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

PROPERTY AND EQUIPMENT, NET

    2,611,152             2,611,152  

GAMING SUBCONCESSION, NET

    299,011             299,011  

INTANGIBLE ASSETS

    4,220             4,220  

GOODWILL

    81,915             81,915  

LONG-TERM PREPAYMENTS, DEPOSITS AND OTHER ASSETS

    119,046             119,046  

INVESTMENT IN UNCONSOLIDATED SUBSIDIARIES

    6           (6     —    

ADVANCES TO GROUP COMPANIES

    —           17,795       (17,795     —    

LAND USE RIGHTS, NET

    343,686             343,686  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

TOTAL ASSETS

  $ 5,289,076     $ (4   $ 17,791     $ (17,803   $ 5,289,060  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

LIABILITIES AND SHAREHOLDER’S EQUITY

         

CURRENT LIABILITIES

         

Accounts payable

  $ 13,900     $     $     $     $ 13,900  

Accrued expenses and other current liabilities

    1,051,224             1,051,224  

Income tax payable

    777             777  

Capital lease obligations, due within one year

    119             119  

Current portion of long-term debt, net

    44,244             44,244  

Amounts due to affiliated companies

    22,152             22,152  

Amounts due to group companies

    —         1       1       (2     —    
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total current liabilities

    1,132,416       1       1       (2     1,132,416  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

LONG-TERM DEBT, NET

    1,364,293             1,364,293  

OTHER LONG-TERM LIABILITIES

    20,724             20,724  

DEFERRED TAX LIABILITIES

    13,880             13,880  

CAPITAL LEASE OBLIGATIONS, DUE AFTER ONE YEAR

    117             117  

ADVANCE FROM AN AFFILIATED COMPANY

    1,946             1,946  

ADVANCES FROM GROUP COMPANIES

    —           17,795       (17,795     —    

SHAREHOLDER’S EQUITY

         

Ordinary shares, par value $0.01; 5,000,000 shares authorized; 1,202 shares issued

    —         3       3       (6     —    

Additional paid-in capital

    1,849,785             1,849,785  

Accumulated other comprehensive income

    2,635             2,635  

Retained earnings

    903,280       (8     (8       903,264  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total shareholder’s equity

    2,755,700       (5     (5     (6     2,755,684  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

TOTAL LIABILITIES AND SHAREHOLDER’S EQUITY

  $ 5,289,076     $ (4   $ 17,791     $ (17,803   $ 5,289,060  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

F-8


Table of Contents

Melco Resorts Finance Limited

(Formerly Known as MCE Finance Limited)

Unaudited Reconciliation of Financial Condition and Results of Operations

of Melco Resorts Finance Limited - Restricted Subsidiaries Group to Melco Resorts Finance Limited

For the Three Months Ended March 31, 2017

(In thousands of U.S. dollars)

 

          Unrestricted Subsidiaries              
    Consolidated Total
for Melco Resorts
Finance Limited -
Restricted
Subsidiaries Group
    Melco Crown
(Macau Peninsula)
Hotel Limited
    Melco Crown
(Macau Peninsula)
Developments
Limited
    Elimination     Consolidated Total
for Melco Resorts
Finance Limited
 

Condensed Consolidated Statements of Operations (Unaudited)

         

For the Three Months Ended March 31, 2017

         

OPERATING REVENUES

         

Casino

  $ 1,043,221     $     $     $     $ 1,043,221  

Rooms

    31,795             31,795  

Food and beverage

    20,080             20,080  

Entertainment, retail and others

    78,210             78,210  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Gross revenues

    1,173,306       —         —         —         1,173,306  

Less: promotional allowances

    (40,607           (40,607
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net revenues

    1,132,699       —         —         —         1,132,699  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

OPERATING COSTS AND EXPENSES

         

Casino

    (736,268           (736,268

Rooms

    (3,848           (3,848

Food and beverage

    (6,018           (6,018

Entertainment, retail and others

    (14,605           (14,605

General and administrative

    (165,357           (165,357

Pre-opening costs

    (507           (507

Amortization of gaming subconcession

    (14,309           (14,309

Amortization of land use rights

    (2,716           (2,716

Depreciation and amortization

    (50,225           (50,225

Property charges and others

    (5,257           (5,257
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total operating costs and expenses

    (999,110     —         —         —         (999,110
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

OPERATING INCOME

    133,589       —         —         —         133,589  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

NON-OPERATING INCOME (EXPENSES)

         

Interest income

    174             174  

Interest expenses, net of capitalized interest

    (5,955           (5,955

Other finance costs

    (6,089           (6,089

Foreign exchange gains, net

    6,289             6,289  

Other income, net

    13             13  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total non-operating expenses, net

    (5,568     —         —         —         (5,568
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

INCOME BEFORE INCOME TAX

    128,021       —         —         —         128,021  

INCOME TAX CREDIT

    1,984             1,984  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

NET INCOME

  $ 130,005     $ —       $ —       $ —       $ 130,005  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

F-9