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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 April 2019
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
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MELCO RESORTS & ENTERTAINMENT LIMITED
Form 6–K
TABLE OF CONTENTS
| Exhibit 99.1 Supplemental Information Regarding Melco Resorts & Entertainment Limited |
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Explanatory Note
The supplemental information regarding Melco Resorts & Entertainment Limited furnished under this Form 6-K is included in a circular, dated April 25, 2019, provided by Melco International Development Limited, a company whose shares are listed on The Stock Exchange of Hong Kong Limited, to its shareholders.
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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: April 24, 2019
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EXHIBIT INDEX
| Exhibit No. |
Description | |
| Exhibit 99.1 | Supplemental Information Regarding Melco Resorts & Entertainment Limited | |
Exhibit 99.1
Supplemental Information Regarding Melco Resorts & Entertainment Limited
Gearing Ratio
As of December 31, 2018 and December 31, 2017, Melco Resorts’ gearing ratio (total long-term debt, net divided by total assets) were 45.7% and 40.0%, respectively. The gearing ratio increased as of December 31, 2018, primarily a result of increased indebtedness from the drawdown of the revolving credit facility under the 2015 Credit Facilities, offset by the early redemption of Philippine Notes, early partial redemption of 2012 Studio City Notes and the scheduled repayments of the term loan under the 2015 Credit Facilities.
As of December 31, 2017 and December 31, 2016, Melco Resorts’ gearing ratio (total long-term debt, net divided by total assets) were 40.0% and 39.8%, respectively.
Accounts Receivable
Melco Resorts grants unsecured credit lines to gaming promoters based on pre-approved credit limits. Melco Resorts typically issues markers to gaming promoters with a credit period of 30 days. There are some gaming promoters for whom credit is granted on a revolving basis based on the monthly credit risk assessment of these gaming promoters.
Credit lines granted to all gaming promoters are subject to monthly review and settlement procedures. For certain approved casino customers, Melco Resorts typically allows a credit period of 14 to 28 days on issuance of markers following investigations of creditworthiness. An extended repayment term of typically 90 days may be offered to casino customers with large gaming losses and established credit history.
Melco Resorts’ trade receivables related to the rooms, catering service, entertainment and retail are largely operated on cash on delivery or due immediately on the date of billing, except for those well-established customers to whom credit terms of 30 days would be granted.
The following is an analysis of accounts receivable by age presented based on payment due date, net of allowance:
| December 31, | ||||||||||||
| 2018 | 2017 | 2016 | ||||||||||
| (in thousands of US$) | ||||||||||||
| Current |
$ | 144,065 | $ | 140,321 | $ | 147,805 | ||||||
| 1 - 30 days |
31,103 | 19,813 | 37,807 | |||||||||
| 31 - 60 days |
19,339 | 12,797 | 12,633 | |||||||||
| 61 - 90 days |
17,371 | 1,781 | 11,963 | |||||||||
| Over 90 days |
30,211 | 1,832 | 15,230 | |||||||||
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| $ | 242,089 | $ | 176,544 | $ | 225,438 | |||||||
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Accounts Payable
The following is an aged analysis of accounts payable presented based on payment due date:
| December 31, | ||||||||||||
| 2018 | 2017 | 2016 | ||||||||||
| (in thousands of US$) | ||||||||||||
| Within 30 days |
$ | 20,587 | $ | 14,984 | $ | 14,833 | ||||||
| 31 - 60 days |
1,740 | 719 | 1,710 | |||||||||
| 61 - 90 days |
1,032 | 185 | 134 | |||||||||
| Over 90 days |
1,520 | 153 | 757 | |||||||||
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| $ | 24,879 | $ | 16,041 | $ | 17,434 | |||||||
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Directors’ Emoluments
Details of the emoluments paid or payable to the Directors during the years ended December 31, 2018, 2017 and 2016 were as follows:
| Directors’ Fees |
Salaries and Other Benefits |
Performance Bonuses |
Retirement Benefit Scheme Contributions |
Share-based Compensation |
December 31, 2018 Total |
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| (in thousands of US$) | ||||||||||||||||||||||||
| Chairman, Chief Executive Officer and Executive Director |
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| Lawrence Yau Lung Ho |
$ | — | $ | 3,745 | $ | 2,832 | $ | 2 | $ | 8,409 | $ | 14,988 | ||||||||||||
| Non-executive Directors |
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| Clarence Yuk Man Chung |
— | 285 | 400 | — | 347 | 1,032 | ||||||||||||||||||
| Evan Andrew Winkler (1) |
— | 1 | — | — | 88 | 89 | ||||||||||||||||||
| Independent non-executive Directors |
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| Thomas Jefferson Wu |
133 | 10 | — | — | 138 | 281 | ||||||||||||||||||
| Alec Yiu Wa Tsui |
140 | 155 | — | — | 223 | 518 | ||||||||||||||||||
| John William Crawford (2) |
143 | 161 | — | — | 173 | 477 | ||||||||||||||||||
| Francesca Galante (9) |
32 | — | — | — | — | 32 | ||||||||||||||||||
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| $ | 448 | $ | 4,357 | $ | 3,232 | $ | 2 | $ | 9,378 | $ | 17,417 | |||||||||||||
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| Directors’ Fees |
Salaries and Other Benefits |
Performance Bonuses |
Retirement Benefit Scheme Contributions |
Share-based Compensation |
December 31, 2017 Total |
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| (in thousands of US$) | ||||||||||||||||||||||||
| Chairman, Chief Executive Officer and Executive Director |
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| Lawrence Yau Lung Ho |
$ | — | $ | 3,547 | $ | 6,646 | $ | 2 | $ | 5,772 | $ | 15,967 | ||||||||||||
| Non-executive Directors |
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| Clarence Yuk Man Chung |
— | 211 | 300 | — | 241 | 752 | ||||||||||||||||||
| Evan Andrew Winkler (1) |
— | — | — | — | 38 | 38 | ||||||||||||||||||
| Robert John Rankin (8) |
— | — | — | — | 21 | 21 | ||||||||||||||||||
| Independent non-executive Directors |
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| Thomas Jefferson Wu |
128 | 11 | — | — | 127 | 266 | ||||||||||||||||||
| Alec Yiu Wa Tsui |
155 | 160 | — | — | 162 | 477 | ||||||||||||||||||
| John William Crawford(2) |
114 | 140 | — | — | 59 | 313 | ||||||||||||||||||
| James Andrew Charles MacKenzie(3) |
11 | 15 | — | — | 162 | 188 | ||||||||||||||||||
| Robert Wason Mactier(4) |
3 | — | — | — | 147 | 150 | ||||||||||||||||||
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| $ | 411 | $ | 4,084 | $ | 6,946 | $ | 2 | $ | 6,729 | $ | 18,172 | |||||||||||||
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| Directors’ Fees |
Salaries and Other Benefits |
Performance Bonuses |
Retirement Benefit Scheme Contributions |
Share-based Compensation |
December 31, 2016 Total |
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| (in thousands of US$) | ||||||||||||||||||||||||
| Chairman, Chief Executive Officer and Executive Director |
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| Lawrence Yau Lung Ho |
$ | — | $ | 2,858 | $ | 2,500 | $ | 2 | $ | 4,581 | $ | 9,941 | ||||||||||||
| Co-Chairman/Deputy Chairman, Non-executive Director |
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| James Douglas Packer(6) |
— | 3 | — | — | 405 | 408 | ||||||||||||||||||
| Non-executive Directors |
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| Clarence Yuk Man Chung |
— | 205 | 200 | — | 452 | 857 | ||||||||||||||||||
| Evan Andrew Winkler(1) |
— | — | — | — | — | — | ||||||||||||||||||
| William Todd Nisbet(5) |
— | 439 | — | — | 209 | 648 | ||||||||||||||||||
| John Peter Ben Wang(7) |
— | 5 | — | — | 77 | 82 | ||||||||||||||||||
| Robert John Rankin(8) |
— | — | — | — | 32 | 32 | ||||||||||||||||||
| Independent non-executive Directors |
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| Thomas Jefferson Wu |
113 | 5 | — | — | 126 | 244 | ||||||||||||||||||
| Alec Yiu Wa Tsui |
113 | 170 | — | — | 200 | 483 | ||||||||||||||||||
| James Andrew Charles MacKenzie(3) |
125 | 268 | — | — | 200 | 593 | ||||||||||||||||||
| Robert Wason Mactier(4) |
85 | 5 | — | — | 126 | 216 | ||||||||||||||||||
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| $ | 436 | $ | 3,958 | $ | 2,700 | $ | 2 | $ | 6,408 | $ | 13,504 | |||||||||||||
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Notes:
| (1) | Mr. Evan Andrew Winkler was appointed as a director of Melco Resorts on August 3, 2016. |
| (2) | Mr. John William Crawford was appointed as a director of Melco Resorts on January 12, 2017. |
| (3) | Mr. James Andrew Charles MacKenzie resigned as a director of Melco Resorts on February 1, 2017. |
| (4) | Mr. Robert Wason Mactier resigned as a director of Melco Resorts on January 12, 2017. |
| (5) | Mr. William Todd Nisbet resigned as a director of Melco Resorts on May 6, 2016. |
| (6) | Mr. James Douglas Packer resigned as a Co-Chairman and took up the position of Deputy Chairman of Melco Resorts on May 6, 2016, and subsequently resigned as Deputy Chairman and director of Melco Resorts on December 15, 2016. |
| (7) | Mr. John Peter Ben Wang resigned as a director of Melco Resorts on August 3, 2016. |
| (8) | Mr. Robert John Rankin resigned as a director of Melco Resorts on May 15, 2017. |
| (9) | Ms. Francesca Galante was appointed as a director of Melco Resorts on September 5, 2018. |
Employee’s Emoluments
Emoluments of Five Highest Paid Individuals
For each of the three years ended December 31, 2018, 2017 and 2016, the five highest paid individuals included one Director of Melco Resorts. The emoluments of the remaining four highest paid individuals for the years ended December 31, 2018, 2017 and 2016 are as follows:
| Year Ended December 31, | ||||||||||||
| 2018 | 2017 | 2016 | ||||||||||
| (in thousands of US$) | ||||||||||||
| Basic salaries, allowances and benefits in kind |
$ | 4,018 | $ | 3,751 | $ | 2,895 | ||||||
| Performance bonuses |
2,842 | 3,689 | 1,564 | |||||||||
| Retirement benefit scheme contributions |
274 | 251 | 181 | |||||||||
| Share-based compensation |
4,742 | 2,533 | 2,522 | |||||||||
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| $ | 11,876 | $ | 10,224 | $ | 7,162 | |||||||
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Their emoluments were within the following bands:
| Number of Employees | ||||||||||||
| Year Ended December 31, | ||||||||||||
| 2018 | 2017 | 2016 | ||||||||||
| HK$11,500,001 (approximately US$1,468,000) to HK$12,000,000 (approximately US$1,532,000) |
— | — | 1 | |||||||||
| HK$13,000,001 (approximately US$1,660,000) to HK$13,500,000 (approximately US$1,724,000) |
— | — | 1 | |||||||||
| HK$13,500,001 (approximately US$1,724,000) to HK$14,000,000 (approximately US$1,788,000) |
— | — | 1 | |||||||||
| HK$17,000,001 (approximately US$2,171,000) to HK$17,500,000 (approximately US$2,235,000) |
— | 1 | 1 | |||||||||
| HK$17,500,001 (approximately US$2,235,000) to HK$18,000,000 (approximately US$2,298,000) |
— | 1 | — | |||||||||
| HK$18,000,001 (approximately US$2,298,000) to HK$18,500,000 (approximately US$2,362,000) |
1 | — | — | |||||||||
| HK$19,000,001 (approximately US$2,426,000) to HK$19,500,000 (approximately US$2,490,000) |
1 | — | — | |||||||||
| HK$19,500,001 (approximately US$2,490,000) to HK$20,000,000 (approximately US$2,554,000) |
1 | — | — | |||||||||
| HK$20,500,001 (approximately US$2,618,000) to HK$21,000,000 (approximately US$2,681,000) |
— | 1 | — | |||||||||
| HK$24,000,001 (approximately US$3,065,000) to HK$24,500,000 (approximately US$3,128,000) |
— | 1 | — | |||||||||
| HK$34,500,001 (approximately US$4,405,000) to HK$35,000,000 (approximately US$4,469,000) |
1 | — | — | |||||||||
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| 4 | 4 | 4 | ||||||||||
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Definitions
“2012 Studio City Notes” refers to the US$825.0 million aggregate principal amount of 8.50% senior notes due 2020 issued by Studio City Finance Limited on November 26, 2012 and as to which no amount remains outstanding following the redemption of all remaining outstanding amounts in March 2019;
“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 Resorts (Macau) Limited, 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;
“Melco Resorts” refers to Melco Resorts & Entertainment Limited; and
“Philippine Notes” refers to the PHP15 billion aggregate principal amount of 5.00% senior notes due 2019 issued by Melco Resorts Leisure (PHP) Corporation on January 24, 2014 and guaranteed by Melco Resorts and fully redeemed by December 28, 2018.