2018
MACAU • MANILA
MACAU
STAR TOWER
MANILA
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 20-F
‘ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE
ACT OF 1934
È ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
OR
‘ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
For the fiscal year ended December 31, 2017
OR
1934
‘ SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OR
For the transition period from
to
OF 1934
Date of event requiring this shell company report
Commission file number 001-33178
MELCO RESORTS & ENTERTAINMENT LIMITED
(Exact name of Registrant as specified in its charter)
(Translation of Registrant’s name into English)
Cayman Islands
(Jurisdiction of incorporation or organization)
36th Floor, The Centrium, 60 Wyndham Street, Central, Hong Kong
(Address of principal executive offices)
Heather Rollo, Senior Vice President, Finance Tel +852 2598 3600, Fax +852 2537 3618
36th Floor, The Centrium, 60 Wyndham Street, Central, Hong Kong
(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)
Securities registered or to be registered pursuant to Section 12(b) of the Act:
Title of Each Class
American depositary shares
each representing three ordinary shares
Name of Each Exchange on Which Registered
The NASDAQ Stock Market LLC
(The NASDAQ Global Select Market)
Securities registered or to be registered pursuant to Section 12(g) of the Act:
None.
(Title of Class)
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:
None.
(Title of Class)
Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report.
1,478,429,243 ordinary shares outstanding as of December 31, 2017
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes È No ‘
If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934. Yes ‘ No È
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the
past 90 days. Yes È No ‘
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files). Yes È No ‘
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See
definition of “large accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer È
Accelerated filer ‘
Non-accelerated filer ‘
Emerging growth company ‘
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use
the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ‘
† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards
Codification after April 5, 2012.
Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:
U.S. GAAP È
International Financial Reporting Standards as issued
by the International Accounting Standards Board ‘
Other ‘
Item 17 ‘ Item 18 ‘
If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to
follow.
If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ‘ No È
(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)
Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of
1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes ‘ No ‘
TABLE OF CONTENTS
INTRODUCTION
GLOSSARY
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
PART I
ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS
ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE
ITEM 3. KEY INFORMATION
A. SELECTED FINANCIAL DATA
B. CAPITALIZATION AND INDEBTEDNESS
C. REASONS FOR THE OFFER AND USE OF PROCEEDS
D. RISK FACTORS
ITEM 4. INFORMATION ON THE COMPANY
A. HISTORY AND DEVELOPMENT OF THE COMPANY
B. BUSINESS OVERVIEW
C. ORGANIZATIONAL STRUCTURE
D. PROPERTY, PLANT AND EQUIPMENT
ITEM 4A. UNRESOLVED STAFF COMMENTS
ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS
A. OPERATING RESULTS
B. LIQUIDITY AND CAPITAL RESOURCES
C. RESEARCH AND DEVELOPMENT, PATENTS AND LICENSES, ETC.
D. TREND INFORMATION
E. OFF-BALANCE SHEET ARRANGEMENTS
F. TABULAR DISCLOSURE OF CONTRACTUAL OBLIGATIONS
G. SAFE HARBOR
ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES
A. DIRECTORS AND SENIOR MANAGEMENT
B. COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS
C. BOARD PRACTICES
D. EMPLOYEES
E. SHARE OWNERSHIP
i
Page
1
6
8
9
9
9
10
10
13
13
14
57
57
58
83
85
85
85
85
104
109
109
110
111
112
113
113
117
118
123
124
ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS
A. MAJOR SHAREHOLDERS
B. RELATED PARTY TRANSACTIONS
C. INTERESTS OF EXPERTS AND COUNSEL
ITEM 8. FINANCIAL INFORMATION
A. CONSOLIDATED STATEMENTS AND OTHER FINANCIAL INFORMATION
B. SIGNIFICANT CHANGES
ITEM 9. THE OFFER AND LISTING
A. OFFERING AND LISTING DETAILS
B. PLAN OF DISTRIBUTION
C. MARKETS
D. SELLING SHAREHOLDERS
E. DILUTION
F. EXPENSES OF THE ISSUE
ITEM 10. ADDITIONAL INFORMATION
A. SHARE CAPITAL
B. MEMORANDUM AND ARTICLES OF ASSOCIATION
C. MATERIAL CONTRACTS
D. EXCHANGE CONTROLS
E. TAXATION
F. DIVIDENDS AND PAYING AGENTS
G. STATEMENT BY EXPERTS
H. DOCUMENTS ON DISPLAY
I. SUBSIDIARY INFORMATION
ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES
A. DEBT SECURITIES
B. WARRANTS AND RIGHTS
C. OTHER SECURITIES
D. AMERICAN DEPOSITARY SHARES
PART II
ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES
ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF
PROCEEDS
ii
Page
129
129
130
131
131
131
132
132
132
133
133
133
134
134
134
134
134
142
142
143
148
148
148
149
149
150
150
150
150
151
152
152
152
ITEM 15. CONTROLS AND PROCEDURES
ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT
ITEM 16B. CODE OF ETHICS
ITEM 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES
ITEM 16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES
ITEM 16E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED
PURCHASERS
ITEM 16F. CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT
ITEM 16G. CORPORATE GOVERNANCE
ITEM 16H. MINE SAFETY DISCLOSURE
PART III
ITEM 17. FINANCIAL STATEMENTS
ITEM 18. FINANCIAL STATEMENTS
ITEM 19. EXHIBITS
SIGNATURES
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
Page
152
153
153
153
154
154
155
155
156
156
156
156
157
164
F-1
iii
•
•
•
•
•
•
•
•
•
•
•
•
•
INTRODUCTION
In this annual report on Form 20-F, unless otherwise indicated:
“2010 Senior Notes” refers to the US$600 million aggregate principal amount of 10.25% senior notes
due 2018 issued by Melco Resorts Finance on May 17, 2010 and fully redeemed on March 28, 2013;
“2011 Credit Facilities” refers to the credit facilities entered into pursuant to an amendment agreement
dated June 22, 2011, as amended from time to time, between, among others, Melco Resorts Macau,
Deutsche Bank AG, Hong Kong Branch as agent and DB Trustees (Hong Kong) Limited as security
agent, comprising a term loan facility and a revolving credit facility, for a total amount of
HK$9.36 billion (equivalent to approximately US$1.2 billion), and which have been amended and
restated by the 2015 Credit Facilities;
“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 on November 26, 2012;
“2013 Senior Notes” refers to the US$1.0 billion aggregate principal amount of 5.00% senior notes due
2021 issued by Melco Resorts Finance on February 7, 2013 and fully redeemed on June 14, 2017;
“2013 Top-up Placement” refers to the placing and top-up subscription of 981,183,700 MRP Shares
(including over allotment option) conducted by MRP in April 2013, which raised approximately
US$338.5 million as net proceeds;
“2014 Top-up Placement” refers to the placing and top-up subscription of 485,177,000 MRP Shares
conducted by MRP in June 2014, which raised approximately US$122.2 million as net proceeds;
“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, 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;
“2015 Private Placement” refers to the placing of 693,500,000 MRP Shares by MRP to MCO
(Philippines) Investments Limited, our subsidiary, in November 2015, at a subscription price of
PHP3.90 per share, which increased the Company’s equity interest in MRP from 68.3% to 72.2% upon
the completion of the placement;
“2016 Studio City Notes” refers to the US$350.0 million aggregate principal amount of 5.875% senior
secured notes due 2019 and the US$850.0 million aggregate principal amount of 7.250% senior
secured notes due 2021, each issued by Studio City Company on November 30, 2016;
“2017 Senior Notes” refers to the US$1.0 billion aggregate principal amount of 4.875% senior notes
due 2025 issued by Melco Resorts Finance, of which US$650.0 million in aggregate principal amount
was issued on June 6, 2017 and US$350.0 million in aggregate principal amount was issued on July 3,
2017;
“2021 Studio City Senior Secured Credit Facility” refers to the facility agreement dated November 23,
2016 with, among others, Bank of China Limited, Macau Branch, to amend, restate and extend the
Studio City Project Facility to provide for senior secured credit facilities in an aggregate amount of
HK$234.0 million, which consist of a HK$233.0 million (equivalent to approximately US$29.9
million) revolving credit facility and a HK$1.0 million (equivalent to approximately US$129,000) term
loan facility;
“ADSs” refers to our American depositary shares, each of which represents three ordinary shares;
“Aircraft Term Loan” refers to the US$43.0 million term loan credit facility entered into by MCE
Transportation in June 2012 for the purpose of funding the acquisition of an aircraft;
1
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
“Altira Hotel” refers to our former subsidiary, Altira Hotel Limited, a Macau company through which
we operated hotel and certain other non-gaming businesses at Altira Macau and which has been merged
with Altira Resorts;
“Altira Macau” refers to an integrated casino and hotel development located in Taipa, Macau, that
caters to Asian VIP rolling chip customers;
“Altira Resorts” refers to our subsidiary, Altira Resorts Limited (formerly known as Altira
Developments Limited), a Macau company through which we hold the land and building for Altira
Macau and operate hotel and certain other non-gaming businesses at Altira Macau;
“Articles” refers to our amended and restated memorandum and articles of association adopted on
March 29, 2017;
“board” and “board of directors” refer to the board of directors of our Company or a duly constituted
committee thereof;
“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;
“City of Dreams Manila” refers to a casino, hotel, retail and entertainment integrated resort located
within Entertainment City, Manila;
“COD Hotels” refers to our former subsidiary, COD Hotels Limited (formerly known as Melco Crown
(COD) Hotels Limited), a Macau company through which we operated hotels and certain
other non-gaming businesses at City of Dreams and which has been merged with, among others, COD
Resorts;
“COD Resorts” refers to our subsidiary, COD Resorts Limited (formerly known as Melco Crown
(COD) Developments Limited), a Macau company through which we hold the land and buildings for
City of Dreams, operate hotel and certain other non-gaming businesses at City of Dreams and provide
shared services within the Company;
“Cotai” refers to an area of reclaimed land located between the islands of Taipa and Coloane in Macau;
“Crown Asia Investments” refers to Crown Asia Investments Pty, Ltd.;
“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;
“Greater China” refers to mainland China, Hong Kong and Macau, collectively;
“HIBOR” refers to the Hong Kong Interbank Offered Rate;
“HK$” and “H.K. dollar(s)” refer to the legal currency of Hong Kong;
“HKSE” refers to The Stock Exchange of Hong Kong Limited;
“Hong Kong” refers to the Hong Kong Special Administrative Region of the PRC;
“LIBOR” refers to the London Interbank Offered Rate;
“Macau” refers to the Macau Special Administrative Region of the PRC;
“MCE Transportation” refers to our subsidiary, MCE Transportation Limited, a company incorporated
under the laws of the British Virgin Islands;
“Melco Acquisition” refers to the privately-negotiated sale entered into between Melco Leisure and
Crown Asia Investments on December 14, 2016 wherein Melco Leisure agreed to purchase
198,000,000 of our ordinary shares from Crown Asia Investments;
2
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
“Melco International” refers to Melco International Development Limited, a Hong Kong-listed
company;
“Melco Leisure” refers to Melco Leisure and Entertainment Group Limited, a company incorporated
under the laws of the British Virgin Islands and a wholly-owned subsidiary of Melco International;
“Melco Philippine Parties” refers to Melco Resorts Leisure, MPHIL Holdings No. 1 and MPHIL
Holdings No. 2;
“Melco Resorts Finance” refers to our subsidiary, Melco Resorts Finance Limited (formerly known as
MCE Finance Limited), a Cayman Islands exempted company with limited liability;
“Melco Resorts Leisure” refers to our subsidiary, Melco Resorts Leisure (PHP) Corporation (formerly
known as MCE Leisure (Philippines) Corporation), a corporation incorporated in the Philippines and
one of the Philippine Licensees holding the Regular License;
“Melco Resorts Macau” refers to our subsidiary, Melco Resorts (Macau) Limited (formerly known as
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;
“MPHIL Holdings No. 1” refers to our subsidiary, MPHIL Holdings No. 1 Corporation (formerly
known as MCE Holdings (Philippines) Corporation), a corporation incorporated in the Philippines and
one of the Philippine Licensees holding the Regular License;
“MPHIL Holdings No. 2” refers to our subsidiary, MPHIL Holdings No. 2 Corporation (formerly
known as MCE Holdings No. 2 (Philippines) Corporation), a corporation incorporated in the
Philippines and one of the Philippine Licensees holding the Regular License;
“MRP” refers to our subsidiary, Melco Resorts and Entertainment (Philippines) Corporation (formerly
known as Melco Crown (Philippines) Resorts Corporation), the shares of which are listed on the
Philippine Stock Exchange;
“MRP Share(s)” refers to the common shares of MRP of par value PHP1.00 per share;
“New Cotai Holdings” refers to New Cotai Holdings, LLC, a Delaware limited liability company,
primarily owned by investment funds;
“our subconcession” and “our gaming subconcession” refer to the Macau gaming subconcession held
by Melco Resorts Macau;
“PAGCOR” refers to the Philippines Amusement and Gaming Corporation, the Philippines regulatory
body with jurisdiction over all gaming activities in the Philippines except for lottery, sweepstakes,
cockfighting, horse racing and gaming inside the Cagayan Export Zone;
“Pataca(s)” and “MOP” refer to the legal currency of Macau;
“Philippine Cooperation Agreement” refers to the cooperation agreement (as amended) entered into
between the Philippine Parties and the Melco Philippine Parties on October 25, 2012, which became
effective on March 13, 2013;
“Philippine Licensees” refers to holders of the Regular License, which include the Melco Philippine
Parties and the Philippine Parties;
“Philippine Notes” refers to the PHP15 billion aggregate principal amount of 5.00% senior notes due
2019 issued by Melco Resorts Leisure on January 24, 2014 and guaranteed by our Company and
partially redeemed on October 9, 2017;
“Philippine Parties” refers to SM Investments Corporation, Belle Corporation and PremiumLeisure and
Amusement, Inc.;
3
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
“Philippine peso(s)” and “PHP” refer to the legal currency of the Philippines;
“Philippine Stock Exchange” refers to The Philippine Stock Exchange, Inc.;
“Provisional License” refers to the provisional gaming license issued by PAGCOR on December 12,
2008 for the development of an integrated tourism resort and to establish and operate a casino within
Entertainment City in Manila, the Philippines, under which the Melco Philippine Parties and the
Philippine Parties are co-licensees under the Amended Certificate of Affiliation and Provisional
License dated January 28, 2013;
“Regular License” refers to the regular gaming license dated April 29, 2015 issued by PAGCOR to the
Philippine Licensees in replacement of the Provisional License for the operation of City of Dreams
Manila;
“Renminbi” and “RMB” refer to the legal currency of China;
“RMB Bonds” refers to the RMB2.3 billion (equivalent to approximately US$353.3 million based on
exchange rate on transaction date) aggregate principal amount of 3.75% bonds due 2013 issued by our
Company on May 9, 2011 and fully redeemed on March 11, 2013;
“SCI” refers to Studio City International Holdings Limited, a company incorporated in the British
Virgin Islands with limited liability that is 60% owned by one of our subsidiaries and 40% owned by
New Cotai Holdings through its wholly-owned subsidiary New Cotai, LLC;
“share(s)” and “ordinary share(s)” refer to our ordinary share(s), par value of US$0.01 each;
“Studio City” refers to a cinematically-themed integrated entertainment, retail and gaming resort in
Cotai, Macau;
“Studio City Company” refers to our subsidiary, Studio City Company Limited, which is a company
incorporated in the British Virgin Islands with limited liability and which is also an indirect subsidiary
of SCI;
“Studio City Developments” refers to our subsidiary, Studio City Developments Limited, a Macau
company in which we own 60% of the equity interest;
“Studio City Finance” refers to our subsidiary, Studio City Finance Limited, which is a company
incorporated in the British Virgin Islands with limited liability and which is also an indirect subsidiary
of SCI;
“Studio City Hotels” refers to our subsidiary, Studio City Hotels Limited, a Macau company in which
we own 60% of the equity interest;
“Studio City Investments” refers to our subsidiary, Studio City Investments Limited, which is a
company incorporated in the British Virgin Islands with limited liability and which is also an indirect
subsidiary of SCI;
“Studio City Notes” refer to, collectively, the 2012 Studio City Notes and the 2016 Studio City Notes;
“Studio City Project Facility” refers to the senior secured project facility, dated January 28, 2013 and
as amended from time to time, entered into between, among others, Studio City Company as borrower
and certain subsidiaries as guarantors, comprising a term loan facility of HK$10,080,460,000
(equivalent to approximately US$1.3 billion) and revolving credit facility of HK$775,420,000
(equivalent to approximately US$100.0 million), and which has been amended, restated and extended
by the 2021 Studio City Senior Secured Credit Facility;
“TWD” and “New Taiwan dollar(s)” refer to the legal currency of Taiwan;
“US$” and “U.S. dollar(s)” refer to the legal currency of the United States;
“U.S. GAAP” refers to the U.S. generally accepted accounting principles; and
4
•
“we”, “us”, “our”, “our Company”, “the Company” and “Melco” refer to Melco Resorts &
Entertainment Limited and, as the context requires, its predecessor entities and its consolidated
subsidiaries.
This annual report on Form 20-F includes our audited consolidated financial statements for the years
ended December 31, 2015, 2016 and 2017 and as of December 31, 2016 and 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.
5
“average daily rate” or “ADR”
“cage”
“chip”
“concession”
“dealer”
“drop”
“drop box”
GLOSSARY
calculated by dividing total room revenues including the retail value of
complimentary rooms (less service charges, if any) by total rooms occupied,
including complimentary rooms, i.e., average price of occupied rooms per day
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
round token that is used on casino gaming tables in lieu of cash
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
a casino employee who takes and pays out wagers or otherwise oversees a
gaming table
the amount of cash 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
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”
“integrated resort”
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
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
“mass market segment”
consists of both table games and gaming machines played by mass market
players primarily for cash stakes
“mass market table games
the amount of table games drop in the mass market table games segment
drop”
“mass market table games
mass market table games win as a percentage of mass market table games drop
hold percentage”
6
“mass market table games
segment”
“MICE”
the mass market segment consisting of mass market patrons who play table
games
Meetings, Incentives, Conventions and Exhibitions, an acronym commonly
used to refer to tourism involving large groups brought together for an event or
specific purpose
“net rolling”
net turnover in a non-negotiable chip game
“non-negotiable chip”
promotional casino chip that is not to be exchanged for cash
“non-rolling chip”
“occupancy rate”
“premium direct player”
“progressive jackpot”
“revenue per available room”
or “REVPAR”
chip that can be exchanged for cash, used by mass market patrons to make
wagers
the average percentage of available hotel rooms occupied, including
complimentary rooms, during a period
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
a jackpot for a gaming machine or table game where the value of the jackpot
increases as wagers are made; multiple gaming machines or table games may be
linked together to establish one progressive jackpot
calculated by dividing total room revenues including the retail value of
complimentary rooms (less service charges, if any) by total rooms available,
thereby representing a combination of hotel average daily room rates and
occupancy
“rolling chip” or “VIP rolling
non-negotiable chip primarily used by rolling chip patrons to make wagers
chip”
“rolling chip patron”
“rolling chip segment”
“rolling chip volume”
“rolling chip win rate”
“slot machine”
“subconcession”
“table games win”
“VIP gaming room”
a player who primarily plays on a rolling chip or VIP rolling chip tables and
typically plays for higher stakes than mass market gaming patrons
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
the amount of non-negotiable chips wagered and lost by the rolling chip market
segment
rolling chip table games win (calculated before discounts and commissions) as a
percentage of rolling chip volume
traditional slot or electronic gaming machine operated by a single player
an agreement for the operation of games of fortune and chance in casinos
between the entity holding the concession, or the concessionaire, and a
subconcessionaire, pursuant to which the subconcessionaire is authorized to
operate games of fortune and chance in casinos in Macau
the amount of wagers won net of wagers lost on gaming tables that is retained
and recorded as casino revenues
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
7
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This annual report on Form 20-F 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. The forward-looking
statements are contained principally in the sections entitled “Item 3. Key Information — D. Risk Factors,”
“Item 4. Information on the Company” and “Item 5. Operating and Financial Review and Prospects.” 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. See “Item 3. Key Information — D. Risk Factors” for a discussion of some risk factors that
may affect our business and results of operations. Moreover, because we operate in a heavily regulated and
evolving industry, may become highly leveraged and operate in Macau, a high-growth market with intense
competition, and the Philippines, a market that is expected to experience growth over the next several years, 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.
In some cases, forward-looking statements can be identified by words or phrases such as “may,” “will,”
“expect,” “anticipate,” “aim,” “estimate,” “intend,” “plan,” “believe,” “potential,” “continue,” “is/are likely to”
or other similar expressions. We have based the forward-looking statements largely on our current expectations
and projections about future events and financial trends that we believe may affect our financial condition, results
of operations, business strategy and financial needs. These forward-looking statements include, among other
things, statements relating to:
•
•
•
•
•
•
•
•
•
•
•
•
•
our ability to raise additional financing;
our future business development, results of operations and financial condition;
growth of the gaming market in and visitation to Macau and the Philippines;
our anticipated growth strategies;
the liberalization of travel restrictions on PRC citizens and convertibility of the Renminbi;
the availability of credit for gaming patrons;
the uncertainty of tourist behavior related to spending and vacationing at casino resorts in Macau and
the Philippines;
fluctuations in occupancy rates and average daily room rates in Macau and the Philippines;
increased competition and other planned casino hotel and resort projects in Macau and elsewhere in
Asia, including in Macau from Sociedade de Jogos de Macau, S.A., or SJM, Venetian Macau, S.A., or
VML, Wynn Resorts (Macau) S.A., or Wynn Macau, Galaxy Casino, S.A., or Galaxy, and MGM
Grand Paradise, S.A., or MGM Grand Paradise;
the formal grant of an occupancy permit for certain areas of City of Dreams that remain under
construction or development;
our ability to develop the additional land on which Studio City is located in accordance with Studio
City land concession requirements, our business plan, completion time and within budget;
our entering into new development and construction projects and new ventures in or outside of Macau
or the Philippines;
construction cost estimates for our development projects, including projected variances from budgeted
costs;
8
•
•
•
•
government regulation of the casino industry, including gaming table allocations, gaming license
approvals and the legalization of gaming in other jurisdictions;
the completion of infrastructure projects in Macau and the Philippines;
the outcome of any current and future litigation; and
other factors described under “Item 3. Key Information — D. Risk Factors.”
The forward-looking statements made in this annual report on Form 20-F relate only to events or
information as of the date on which the statements are made in this annual report on Form 20-F. 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 annual report on Form 20-F and
the documents that we referenced in this annual report on Form 20-F and have filed as exhibits with the U.S.
Securities and Exchange Commission, or the SEC, completely and with the understanding that our actual future
results may be materially different from what we expect.
ITEM 1.
IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS
Not applicable.
PART I
ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE
Not applicable.
9
ITEM 3. KEY INFORMATION
A. SELECTED FINANCIAL DATA
The following selected consolidated statement of operations data for the years ended December 31,
2017, 2016 and 2015 and balance sheet data as of December 31, 2017 and 2016 have been derived from our
audited consolidated financial statements included elsewhere in this annual report beginning on page F-1.
The selected consolidated statement of operations data for the years ended December 31, 2014 and
2013 and the balance sheet data as of December 31, 2015, 2014 and 2013 have been derived from our
consolidated financial statements not included in this annual report. The consolidated balance sheet data as of
December 31, 2015, 2014 and 2013 reflect our retrospective adoption in 2016 of the new guidance on
simplifying the presentation of debt issuance costs issued by the Financial Accounting Standards Board. Our
consolidated financial statements are prepared and presented in accordance with U.S. GAAP. You should read
the selected consolidated financial data in conjunction with our consolidated financial statements and related
notes and “Item 5. Operating and Financial Review and Prospects” included elsewhere in this annual report. The
historical results are not necessarily indicative of the results of operations to be expected in the future.
Consolidated Statements of
Operations Data:
Net revenues
Total operating costs and expenses
Operating income
Net income (loss)
Net loss attributable to noncontrolling
interests
Net income attributable to Melco
Resorts & Entertainment Limited
Net income attributable to Melco
Resorts & Entertainment Limited
per share
— Basic
— Diluted
Net income attributable to Melco
Resorts & Entertainment Limited
per ADS (1)
— Basic
— Diluted
Weighted average shares outstanding
used in net income attributable to
Melco Resorts & Entertainment
Limited per share calculation
— Basic
— Diluted
Dividends declared per share
Year Ended December 31,
2017
2016
2015
2014
2013
(In thousands of US$, except share and per share data and operating data)
5,284,823 $
(4,677,211) $
607,612 $
315,293 $
4,519,396 $
(4,156,280) $
363,116 $
66,918 $
3,974,800 $
(3,876,385) $
98,415 $
(60,808) $
4,802,309 $
(4,116,949) $
685,360 $
527,386 $
5,087,178
(4,247,354)
839,824
578,013
31,709 $
108,988 $
166,555 $
80,894 $
59,450
347,002 $
175,906 $
105,747 $
608,280 $
637,463
0.236 $
0.235 $
0.116 $
0.115 $
0.065 $
0.065 $
0.369 $
0.366 $
0.386
0.383
0.709 $
0.704 $
0.348 $
0.346 $
0.196 $
0.195 $
1.108 $
1.099 $
1.159
1.149
$
$
$
$
$
$
$
$
$
$
1,467,653,209
1,479,342,209
1,516,714,277
1,525,284,272
1,617,263,041
1,627,108,770
1,647,571,547
1,660,503,130
$
0.5604 $
0.2408 $
0.0389 $
0.2076 $
1,649,678,643
1,664,198,091
—
10
Consolidated Balance Sheets Data:
Cash and cash equivalents
Investment securities
Bank deposits with original maturities over three
months
Restricted cash
Total assets (3)
Total current liabilities (3)
Long-term debt, net (2)(3)
Total liabilities (3)
Noncontrolling interests
Total equity
Ordinary shares
December 31,
2017
2016
2015
2014
2013
(In thousands of US$)
$1,408,211
89,874
$1,702,310
$ 1,611,026
$ 1,597,655
$1,381,757
—
—
—
—
9,884
45,542
8,895,056
1,684,014
3,557,562
5,559,440
448,065
3,335,616
14,784
210,840
39,282
9,340,341
1,479,140
3,720,275
5,516,927
479,544
3,823,414
14,759
724,736
317,118
10,262,309
1,211,017
3,815,232
5,330,450
592,226
4,931,859
16,309
110,616
1,816,583
10,260,780
1,315,004
3,730,998
5,219,110
755,529
5,041,670
16,337
626,940
1,143,665
8,704,286
1,235,455
2,424,107
3,779,304
678,312
4,924,982
16,667
(1) Each ADS represents three ordinary shares.
(2)
(3) The amounts have been adjusted for the retrospective application of the authoritative guidance on the
Includes current and non-current portion of long-term debt, net of debt issuance costs.
presentation of debt issuance costs, which we adopted on January 1, 2016.
The following events/transactions affect the year-to-year comparability of the selected financial data
presented above:
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
On February 7, 2013, Melco Resorts Finance issued the 2013 Senior Notes
On March 11, 2013, we completed the early redemption of the RMB Bonds in full
On March 13, 2013, the Philippine Cooperation Agreement and the lease agreement between us and the
Philippine Parties became effective
On March 28, 2013, we completed the early redemption of our 2010 Senior Notes
In April 2013, MRP completed the 2013 Top-up Placement, including the over-allotment option
On January 24, 2014, Melco Resorts Leisure issued the Philippine Notes
On June 24, 2014, MRP completed the 2014 Top-up Placement
On July 28, 2014, we drew down the entire delayed draw term loan facility under the Studio City
Project Facility
On December 14, 2014, City of Dreams Manila commenced operations with its grand opening on
February 2, 2015
In June 2015, we completed an amendment to the 2011 Credit Facilities, known as the 2015 Credit
Facilities, drew down the entire term loan facility under the 2015 Credit Facilities and repaid the entire
outstanding balance of the 2011 Credit Facilities
On October 27, 2015, Studio City commenced operations with its grand opening on the same date
On November 18, 2015, we completed an amendment to the Studio City Project Facility
On November 23, 2015, MRP completed the 2015 Private Placement
In May 2016, we repurchased 155,000,000 ordinary shares (equivalent to 51,666,666 ADSs) from
Crown Asia Investments for the aggregate purchase price of US$800.8 million, and such shares were
subsequently cancelled by us
On November 30, 2016 (December 1, 2016, Hong Kong time), we repaid the Studio City Project
Facility (other than the HK$1.0 million rolled over into the term loan facility of the 2021 Studio City
11
Senior Secured Credit Facility, which was entered into on November 23, 2016) as funded by the net
proceeds from the offering of 2016 Studio City Notes issued by Studio City Company on
November 30, 2016 and cash on hand
In May 2017, we issued and sold 27,769,248 ADSs (equivalent to 83,307,744 ordinary shares) and
81,995,799 ordinary shares and also repurchased 165,303,544 ordinary shares from Crown Asia
Investments for the aggregate purchase price of US$1.2 billion, and such repurchased shares were
subsequently cancelled by us
On June 6, 2017, Melco Resorts Finance issued US$650.0 million in aggregate principal amount of the
2017 Senior Notes
On June 14, 2017, together with the net proceeds from the issuance of US$650.0 million in aggregate
principal amount of the 2017 Senior Notes along with the proceeds in the amount of US$350.0 million
from a partial drawdown of the revolving credit facility under the 2015 Credit Facilities and cash on
hand, Melco Resorts Finance redeemed all of our outstanding 2013 Senior Notes
On July 3, 2017, Melco Resorts Finance issued US$350.0 million in aggregate principal amount of the
2017 Senior Notes, the net proceeds from which were used to repay in full the US$350.0 million
drawdown from the revolving credit facility under the 2015 Credit Facilities
On October 9, 2017, Melco Resorts Leisure partially redeemed the Philippine Notes in an aggregate
principal amount of PHP7.5 billion, together with accrued interest
•
•
•
•
•
Exchange Rate Information
The majority of our current revenues are denominated in H.K. dollar, whereas our current expenses are
denominated predominantly in Pataca, H.K. dollar and Philippine peso. Unless otherwise noted, all translations
from H.K. dollar to U.S. dollar and from U.S. dollar to H.K. dollar in this annual report on Form 20-F 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 December 29, 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$7.8128 to US$1.00. On
April 6, 2018, the noon buying rate was HK$7.8482 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, the rates stated below, or at all.
12
The following table sets forth information concerning the noon buying rate for H.K. dollars for the
period indicated.
Period
April 2018 (through April 6, 2018)
March 2018
February 2018
January 2018
December 2017
November 2017
October 2017
2017
2016
2015
2014
2013
Noon Buying Rate
Period End
Average (1)
High
Low
7.8482
7.8484
7.8262
7.8210
7.8128
7.8093
7.8015
7.8128
7.7534
7.7507
7.7531
7.7539
(H.K. dollar per US$1.00)
7.8490
7.8486
7.8267
7.8230
7.8228
7.8118
7.8106
7.8267
7.8270
7.7686
7.7669
7.7654
7.8487
7.8413
7.8222
7.8190
7.8128
7.8052
7.8053
7.7926
7.7620
7.7524
7.7545
7.7565
7.8482
7.8275
7.8183
7.8161
7.8050
7.7955
7.7996
7.7540
7.7505
7.7495
7.7495
7.7503
(1) Annual averages are calculated from month-end rates. Monthly averages are calculated using the average of
the daily rates during the relevant period.
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 annual report on Form 20-F 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.
This annual report on Form 20-F also contains translations of certain Renminbi, New Taiwan dollar
and Philippine peso amounts into U.S. dollar. Unless otherwise stated, all translations from Renminbi to U.S.
dollar in this annual report on Form 20-F were made at the noon buying rate on December 29, 2017 for cable
transfers in RMB per U.S. dollar, as certified for customs purposes by the Federal Reserve Bank of New York,
which was RMB6.5063 to US$1.00. Unless otherwise stated, all translations from New Taiwan dollar to U.S.
dollar in this annual report on Form 20-F were made at the noon buying rate on December 29, 2017 for cable
transfers in New Taiwan dollar per U.S. dollar, as certified for customs purposes by the Federal Reserve Bank of
New York, which was TWD29.6400 to US$1.00. Unless otherwise stated, all conversion from Philippine peso to
U.S. dollar in this annual report on Form 20-F were made based on the volume weighted average exchange rate
quoted through the Philippine Dealing System, which was PHP49.9580 to US$1.00 on December 29, 2017. We
make no representation that any RMB, TWD, PHP or U.S. dollar amounts could have been, or could be,
converted into U.S. dollar or RMB or TWD or PHP, as the case may be, at any particular rate or at all. On
April 6, 2018, the noon buying rate was RMB6.3045 to US$1.00 and TWD29.2900 to US$1.00. The Philippine
Dealing System ceased publication of exchange rate information on April 1, 2018. The exchange rate as of
April 6, 2018 as provided by Bangko Sentral ng Pilipinas (BSP) was PHP52.1280 to US$1.00.
Not applicable.
Not applicable.
B. CAPITALIZATION AND INDEBTEDNESS
C. REASONS FOR THE OFFER AND USE OF PROCEEDS
13
Our business, financial condition and results of operations can be affected materially and adversely by
D. RISK FACTORS
any of the following risk factors.
Risks Relating to Our Business and Operations
Our operating history may not serve as an adequate basis to judge our future operating results and prospects.
We have significant projects in various phases of development and therefore are subject to significant risks
and uncertainties.
Our business operating history is shorter than some of our competitors and therefore may not serve as
an adequate basis for your evaluation of our business and prospects. City of Dreams commenced operations in
June 2009. City of Dreams Manila commenced operations in December 2014. Studio City commenced
operations in October 2015. In addition, we have significant projects, such as the additional development of the
land on which Studio City is located, which are in various phases of design or development.
We face certain risks, expenses and challenges in operating gaming businesses in intensely competitive
markets. Some of the risks relate to our ability to:
•
•
•
•
•
•
•
•
•
•
•
•
fulfill conditions precedent to draw down or roll over funds from current and future credit facilities;
comply with covenants under our debt issuances and credit facilities;
raise additional capital, as required;
respond to changing financing requirements;
operate, support, expand and develop our operations and our facilities;
attract and retain customers and qualified employees;
maintain effective control of our operating costs and expenses;
maintain internal personnel, systems, controls and procedures to assure compliance with the extensive
regulatory requirements applicable to the gaming business as well as regulatory compliance as a public
company;
respond to competitive and/or deteriorating market conditions;
respond to changes in our regulatory environment and government policies;
identify suitable locations and enter into new leases or right to use agreements for new Mocha Clubs or
existing Mocha Clubs which we may relocate; and
renew or extend lease agreements or right to use agreements for existing Mocha Clubs.
If we are unable to complete any of these tasks, we may be unable to operate our businesses in the
manner we contemplate and generate revenues from such projects in the amounts and by the times we anticipate.
We may also be unable to meet the conditions to draw on our existing or future financing facilities in order to
fund various activities, which may result in a default under our existing or future financing facilities. If any of
these events were to occur, it would cause a material adverse effect on our business and prospects, financial
condition, results of operations and cash flows.
We generate a substantial portion of our cash flow from our properties in Macau and the Philippines and, as
a result, are subject to greater risks than a gaming company which operates in more geographical regions.
We are a parent company with limited business operations of our own. We conduct most of our
business operations through our direct and indirect subsidiaries. Our primary sources of cash are dividends and
distributions with respect to our ownership interests in our subsidiaries that are derived from the earnings and
cash flow generated by our operating properties.
14
We primarily depend on our properties in Macau and City of Dreams Manila for our cash flow. Given
that our operations are and will be conducted based on our principal properties in Macau and one property in
Manila, we are and will be subject to greater risks resulting from limited diversification of our businesses and
sources of revenues as compared to gaming companies with more operating properties in various geographic
regions. These risks include, but are not limited to:
•
•
•
•
•
•
•
•
•
•
•
•
•
dependence on the gaming and leisure market in Macau and the Philippines and limited diversification
of businesses and sources of revenues;
a decline in market, economic, competitive and political conditions in Macau, China, the Philippines or
generally in Asia;
inaccessibility to Macau or the Philippines due to inclement weather, road construction or closure of
primary access routes;
a decline in air or ferry passenger traffic to Macau or the Philippines due to fears concerning travel or
otherwise;
travel or visa restrictions to Macau or austerity measures imposed now or in the future by China;
tightened control of cross-border fund transfers and/or foreign exchange regulations or policies effected
by the Chinese, Macau and/or Philippine governments;
changes in Macau, China and Philippine laws and regulations, or interpretations thereof, including
gaming laws and regulations, anti-smoking legislation, as well as China travel and visa policies;
any enforcement or legal measures taken by the Chinese government to deter gaming activities and/or
marketing thereof;
natural and other disasters, including typhoons, earthquakes, outbreaks of infectious diseases or
terrorism, affecting Macau or the Philippines;
lower than expected rate of increase in the number of visitors to Macau or the Philippines;
relaxation of regulations on gaming laws in other regional economies that could compete with the
Macau and the Philippine markets;
a decrease in gaming activities and other spending at our properties; and
government restrictions on growth of gaming markets, including those in the form of policies on
gaming table allocation and caps.
Any of these developments or events could have a material adverse effect on our business, cash flows,
financial condition, results of operations and prospects.
All our current and future construction projects are and will be subject to significant development and
construction risks, which could have a material adverse impact on related project timetables, costs and our
ability to complete the projects.
All our current and future construction projects are and will be subject to a number of risks, including:
•
•
•
•
•
changes to plans and specifications;
engineering problems, including defective plans and specifications;
shortages of, and price increases in, energy, materials and skilled and unskilled labor, and inflation in
key supply markets;
delays in obtaining or inability to obtain necessary permits, licenses and approvals;
lack of sufficient, or delays in availability of, financing;
15
•
•
•
•
•
•
•
•
•
•
changes in laws and regulations, or in the interpretation and enforcement of laws and regulations,
applicable to gaming, leisure, residential, real estate development or construction projects;
labor disputes or work stoppages;
shortage of qualified contractors and suppliers or inability to enter into definitive contracts with
contractors with sufficient skills, financial resources and experience on commercially reasonable terms,
or at all;
disputes with, and defaults by, contractors and subcontractors and other counter-parties;
personal injuries to workers and other persons;
environmental, health and safety issues, including site accidents and the spread of viruses;
weather interferences or delays;
fires, typhoons and other natural disasters;
geological, construction, excavation, regulatory and equipment problems; and
other unanticipated circumstances or cost increases.
The occurrence of any of these developments or construction risks could increase the total costs, delay
or prevent the construction or opening or otherwise affect the design and features of any existing or future
construction projects which we might undertake. We cannot guarantee that our construction costs or total project
costs for existing or future projects will not increase beyond amounts initially budgeted.
We could encounter substantial cost increases or delays in the development of our projects, which could
prevent or delay the opening of such projects.
We have certain projects under development or intended to be developed pursuant to our expansion
plan. The completion of these projects is subject to a number of contingencies, including adverse developments
in applicable legislation, delays or failures in obtaining necessary government licenses, permits or approvals. The
occurrence of any of these developments could increase the total costs or delay or prevent the construction or
opening of new projects, which could materially adversely affect our business, financial condition and results of
operations. We may also require additional financing to develop our projects. Our ability to obtain such financing
depends on a number of factors beyond our control, including market conditions, investors’ and lenders’
perceptions of, and demand for, debt and equity securities of gaming companies, credit availability and interest
rates.
There is no assurance that the actual construction costs related to our projects will not exceed the costs
we have projected and budgeted. In addition, construction costs, particularly labor costs, are increasing in Macau
and we believe that they are likely to continue to increase due to the significant increase in building activity and
the ongoing labor shortage in Macau. In addition, immigration and labor regulations in Macau may limit or
restrict our contractors’ ability to obtain sufficient laborers from China to make up for any shortages in available
labor in Macau and help reduce construction costs. Continuing increases in construction costs in Macau will
increase the risk that construction will not be completed on time, within budget or at all, which could materially
and adversely affect our business, cash flow, financial condition, results of operations and prospects.
Construction is subject to hazards that may cause personal injury or loss of life, thereby subjecting us to
liabilities and possible losses, which may not be covered by insurance.
The construction of large scale properties, including the types of projects we are involved in, can
be dangerous. Construction workers at such sites are subject to hazards that may cause personal injury or loss of
life, thereby subjecting the contractors and us to liabilities, possible losses, delays in completion of the projects
16
and negative publicity. We believe, and require, our contractors take safety precautions that are consistent with
industry practice, but these safety precautions may not be adequate to prevent serious personal injuries or loss of
life, damage to property or delays. If accidents occur during the construction of any of our projects, we may be
subject to delays, including delays imposed by regulators, liabilities and possible losses, which may not be
covered by insurance, and our business, prospects and reputation may be materially and adversely affected.
We are developing Morpheus, the third phase of City of Dreams, and will be developing the remaining project
for Studio City under the terms of land concession contracts which require us to fully develop the lands on
which City of Dreams and Studio City are located by June 11, 2018 and July 24, 2021, respectively. If we do
not complete development by that time and the Macau government does not grant us an extension of the
development period, we could be forced to forfeit all or part of our investment in City of Dreams or Studio
City, along with our interest in the land on which City of Dreams and/or Studio City are located and the
buildings and structures on such land.
Land concessions in Macau are issued by the Macau government and generally have terms of 25 years
and are renewable for further consecutive periods of ten years. Land concessions further stipulate a period within
which the development of the land must be completed. In accordance with the City of Dreams land concession
contract and the Studio City land concession contract, the land on which City of Dreams and the land on which
Studio City are located must be fully developed by June 11, 2018 and July 24, 2021, respectively. We are
currently developing Morpheus, the third phase of City of Dreams. While we opened Studio City in October
2015, our development plan for the remaining land of Studio City is currently under review. There is no
guarantee we will complete the development of Morpheus or the remaining land of Studio City by the relevant
deadline. In the event that additional time is required to complete the development of Morpheus or the remaining
land of Studio City, we will have to apply for an extension of the relevant development period which shall be
subject to Macau government review and approval at its discretion. While the Macau government may grant
extensions if we meet certain legal requirements and the application for extension is made in accordance with the
relevant rules and regulations, there can be no assurance that the Macau government will grant us any necessary
extension of the development period or not exercise its right to terminate the City of Dreams land concession or
the Studio City land concession. In the event that no extension is granted or either the City of Dreams land
concession or the Studio City land concession is terminated, we could lose all or substantially all of our
investment in City of Dreams or Studio City, including our interest in land and buildings and may not be able to
continue to operate City of Dreams or Studio City as planned, which will materially adversely affect our business
and prospects, results of operations and financial condition.
Inadequate transportation infrastructure in the Philippines or Macau may hinder increases in visitation to the
Philippines or Macau.
City of Dreams Manila is located within Entertainment City, Manila, an area in the city of Manila
which is currently under development. Other than Solaire and Okada Manila, there are currently no other
integrated tourism resorts which have begun operations in Entertainment City, Manila. It is unlikely that
Manila’s existing transportation infrastructure is capable of handling the increased number of tourist arrivals that
may be necessary to support visitor traffic to large scale integrated resorts within Entertainment City, such as
City of Dreams Manila. Although the newly constructed NAIA Expressway helped alleviate the traffic
congestion within the area surrounding Entertainment City and the Philippine government continues to examine
viable alternatives to ease traffic congestion in Manila, there is no guarantee that these measures will succeed, or
that they will sufficiently eliminate the traffic problem or other deficiencies in Manila’s transportation
infrastructure. Traffic congestion and other problems in Manila’s transportation infrastructure could adversely
affect the tourism industry in the Philippines and reduce the number of potential visitors to City of Dreams
Manila, which could, in turn, adversely affect our business and prospects, financial condition and results of our
operations.
Macau consists of a peninsula and two islands and is connected to China by two border crossings.
Macau has an international airport and connections to China and Hong Kong by road, ferry and helicopter. To
17
support Macau’s planned future development as a gaming and leisure destination, the frequency of bus, car, air
and ferry services to Macau will need to increase. While various projects are under development to improve
Macau’s internal and external transportation links, including the Macau Light Rail, these projects may not be
approved, financed or constructed in time to handle the projected increase in demand for transportation or at all,
which could impede the expected increase in visitation to Macau and adversely affect our projects in Macau.
There has been a delay in the development of the Macau Light Rail Transit, and the benefits expected to be
brought by proximity of any of our properties to one of the planned Cotai hotel-casino resort stops may not be
fully realized until such light rail stops commence operations. In addition, the construction of the Hong Kong —
Zhuhai — Macau Bridge, which is expected to significantly reduce the travel time among the three cities, has
also experienced delays. Any further delays or termination of Macau’s transportation infrastructure projects may
have a material adverse effect on our business, prospects, financial conditions, results of operations and cash
flow.
Conducting business in Macau and the Philippines is subject to certain regional and global political and
economic risks that may significantly affect visitation to our properties and have a material adverse effect on
our results of operations.
Most of our properties are located in Macau and a significant number of our gaming customers come
from, and are expected to continue to come from, mainland China. Accordingly, our business development plans,
results of operations and financial condition may be materially and adversely affected by significant political,
social and economic developments in Macau and China. In particular, our operating results may be adversely
affected by:
•
•
•
•
changes in Macau’s and China’s political, economic and social conditions, including any slowdown in
economic growth in China;
tightening of travel or visa restrictions to Macau or austerity measures which may be imposed by the
Chinese government;
measures that may be introduced to control inflation, such as interest rate increases or bank account
withdrawal controls; and
changes in the tax laws and regulations.
For example, our business and operations are affected by the travel or visa restrictions imposed by
China on its citizens from time to time. The Chinese government imposes restrictions on exit visas granted to
resident citizens of mainland China for travel to Macau. The government further restricts the number of days that
resident citizens of mainland China may spend in Macau for certain types of travel. Such travel and visa
restrictions, and any changes imposed by the Chinese government from time to time, could disrupt the number of
visitors from mainland China to our properties.
Our operations in Macau are also exposed to the risk of changes in laws and policies that govern
operations of Macau-based companies. Tax laws and regulations may also be subject to amendment or different
interpretation and implementation, thereby adversely affecting our profitability after tax. Further, certain terms of
our gaming subconcession may be subject to renegotiations with the Macau government in the future, including
amounts we will be obligated to pay the Macau government in order to continue operations. The results of any
renegotiations could have a material adverse effect on our results of operations and financial condition.
In addition, the demand for gaming activities and related services and luxury amenities that we provide
through our operations is dependent on discretionary consumer spending and, as with other forms of
entertainment, is susceptible to downturns in global and regional economic conditions. An economic downturn
may reduce consumers’ willingness to travel and reduce their spending overseas, which would adversely impact
us as we depend on visitors from mainland China and other countries to generate a substantial portion of our
revenues. Changes in discretionary consumer spending or consumer preferences could be driven by factors such
18
as perceived or actual general economic conditions, high energy and food prices, the increased cost of travel,
weak segments of the job market, perceived or actual disposable consumer income and wealth, fears of recession
and changes in consumer confidence in the economy or fears of armed conflict or future acts of terrorism. In
addition, our business and results of operations may be materially and adversely affected by any changes in
China’s economy, including the decrease in the pace of economic growth. A number of measures taken by the
Chinese government in recent years to control the rate of economic growth, including those designed to tighten
credit and liquidity, have contributed to a slowdown of China’s economy. According to the National Bureau of
Statistics of China, China’s GDP growth rate was 6.9% in 2017, which is similar to the 6.7% in 2016. Any
slowdown in China’s future growth may have an adverse impact on financial markets, currency exchange rates
and other economies, as well as the spending of visitors in Macau and our properties. There is no guarantee that
economic downturns, whether actual or perceived, any further decrease in economic growth rates or an otherwise
uncertain economic outlook in China will not occur or persist in the future, that they will not be protracted or that
governments will respond adequately to control and reverse such conditions, any of which could materially and
adversely affect our business, financial condition and results of operations.
City of Dreams Manila is located in the Philippines and is subject to certain economic, political and
social risks within the Philippines. The Philippines has in the past experienced severe political and social
instability, including acts of political violence. Any future political or social instability in the Philippines could
adversely affect the business operations and financial conditions of City of Dreams Manila. In addition, changes
in the policies of the government or laws or regulations, or in the interpretation or enforcement of these laws and
regulations, such as anti-smoking policies or legislation, may negatively impact consumption patterns of visitors
to City of Dreams Manila and could adversely affect our business operations and financial condition.
In addition, demand for, and the prices of, gaming and entertainment products are directly influenced
by economic conditions in the Philippines, including growth levels, interest rates, inflation, levels of business
activity and consumption, and the amount of remittances received from overseas Filipino workers. Any
deterioration in economic and political conditions in the Philippines or elsewhere in Asia could materially and
adversely affect our Company’s business in the Philippines, as well as the prospects, financial condition and
results of our operations in the Philippines.
Our business in the Philippines will also depend substantially on revenues from foreign visitors and
may be disrupted by events that reduce foreigners’ willingness to travel to or create substantial disruption in
Metro Manila and raise substantial concerns about visitors’ personal safety, such as power outages, civil
disturbances and terrorist attacks, among others. For example, in June 2017, there were multiple deaths at the
Resorts World Manila entertainment complex in Pasay, Metro Manila, Philippines when a gunman caused a
stampede and set fire to casino tables and slot machine chairs. The Philippines has also experienced a significant
number of major catastrophes over the years, including typhoons, volcanic eruptions and earthquakes. We cannot
predict the extent to which our business in the Philippines and tourism in Metro Manila in general will be
affected by any of the above occurrences or fears that such occurrences will take place. We cannot guarantee that
any disruption to our Philippine operations will not be protracted, that City of Dreams Manila will not suffer any
damages and that any such damage will be completely covered by insurance or at all. Any of these occurrences
may disrupt our operations in the Philippines.
In addition, the global macroeconomic environment is facing challenges, including the escalation of the
European sovereign debt crisis since 2011, the end of quantitative easing by the U.S. Federal Reserve, the
economic slowdown in the Eurozone in 2014 and the escalation of international trade conflicts, including the
potential escalation of trade tariffs and related retaliatory measures. There is considerable uncertainty over the
long-term effects of the expansionary monetary and fiscal policies adopted by the central banks and financial
authorities of some of the world’s leading economies, including the United States and China. There have been
concerns over unrest and terrorist threats in the Middle East, Europe and Africa, which have resulted in volatility
in oil and other markets, and over the conflicts involving Ukraine and Syria and potential conflicts involving the
Korean peninsula. Any severe or prolonged slowdown in the global economy or increase in international trade or
19
political conflicts may materially and adversely affect our business, results of operations and financial condition.
In addition, continued turbulence in the international markets may adversely affect our ability to access capital
markets to meet liquidity needs.
Policies, campaigns and measures adopted by the PRC and/or Macau governments from time to time could
materially and adversely affect our operations.
A significant number of the gaming customers of our properties come from, and are expected to
continue to come from, China. Any travel restrictions imposed by China could disrupt the number of patrons
visiting our properties from China. Since mid-2003, under the Individual Visit Scheme, or IVS, Chinese citizens
from certain cities have been able to travel to Macau individually instead of as part of a tour group. The Chinese
government has in the past restricted and loosened IVS travel frequently and may continue to do so from time to
time and it is unclear whether such measures will become more restrictive in the future. A decrease in the number
of visitors from China would adversely affect our results of operations.
In addition, certain policies and campaigns implemented by the Chinese government may lead to a
decline in the number of patrons visiting our properties and the amount of spending by such patrons. The strength
and profitability of the gaming business depends on consumer demand for integrated resorts in general and for
the type of luxury amenities that a gaming operator offers. Recent initiatives and campaigns undertaken by the
Chinese government have resulted in an overall dampening effect on the behavior of Chinese consumers and a
decrease in their spending, particularly in luxury good sales and other discretionary spending. For example, the
Chinese government’s ongoing anti-corruption campaign has had an overall chilling effect on the behavior of
Chinese consumers and their spending patterns both domestically and abroad. In addition, the number of patrons
visiting our properties may be affected by the Chinese government’s focus on deterring marketing of gaming to
Chinese mainland residents by casinos and its initiatives to tighten monetary transfer regulations and increase
monitoring of various transactions, including bank or credit card transactions, and reduce the amount that China-
issued ATM cardholders can withdraw in each withdrawal. Recent conviction of staff of a foreign casino in
China in relation to gaming related activities in China have created further regulatory uncertainty on marketing
activities in China.
We derive a significant majority of our revenues from our Macau gaming business and any disruptions or
downturns in the Macau gaming market may have a material impact on our business.
Prior to 2014, we derived substantially all of our revenues from our business and operations in Macau.
Although we now also generate revenues from our Philippine operations, we continue to derive a significant
majority of our revenues from our Macau gaming business and may be materially affected by any disruptions or
downturns in the Macau gaming market. While the Macau gaming market improved in 2017 compared to 2016,
the Macau gaming market, according to the DICJ, experienced a decline in gross gaming revenues from 2014 to
2016. We believe such decline was primarily driven by a deterioration in gaming demand from China, which
provides a core customer base for the Macau gaming market, as well as other restrictions including the
imposition of travel restrictions and the implementation of smoking restrictions in casinos. Our business,
financial condition and results of operations may be materially and adversely affected by such decline or other
disruptions in the Macau gaming market.
The gaming industries in Macau and the Philippines are highly regulated.
Gaming is a highly regulated industry in Macau. Our Macau gaming business is subject to various
laws, such as those relating to licensing, tax rates and anti-money laundering measures, which may change or
become more stringent. Changes in laws may result in additional regulations being imposed on our gaming
operations in Macau and our future projects. Our operations in Macau are also exposed to the risk of changes in
the Macau government’s policies that govern operations of Macau-based companies and the Macau
government’s interpretation of, or amendments to, our gaming subconcession. Any such adverse developments in
20
the regulation of the Macau gaming industry could be difficult to comply with and could significantly increase
our costs, which could cause our projects to be unsuccessful. See “— Gaming is a highly regulated industry in
Macau and adverse changes or developments in gaming laws or other regulations that affect our operations could
be difficult to comply with or may significantly increase our costs, which could cause our projects to be
unsuccessful.”
The Philippine gaming industry is also highly regulated, including the new amendment to the existing
Philippines Anti-Money Laundering Act, as amended (“AMLA”), whereby casinos are now included as covered
persons subject to reporting and other requirements under the AMLA. City of Dreams Manila may legally
operate under the Regular License, which requires a number of periodic approvals from and reports to PAGCOR.
PAGCOR may refuse to approve proposals by us and our gaming promoters, or modify previously approved
proposals and may require us and/or our gaming promoters to perform acts with which we disagree. The Regular
License requires, among others, 95.0% of City of Dreams Manila’s total employees to be locally hired. PAGCOR
could also exert a substantial influence on our human resource policies, particularly with respect to the
qualifications and salary levels for gaming employees, especially in light of the fact that employees assigned to
the gaming operations are required by PAGCOR to obtain a Gaming Employment License. As a result, PAGCOR
could have influence over City of Dreams Manila’s gaming operations. Moreover, because PAGCOR is also an
operator of casinos and gaming establishments in the Philippines, it is possible that conflicts in relation to
PAGCOR’s operating and regulatory functions may exist or may arise in the future. In addition, we and our
gaming promoters may not be able to obtain, or maintain, all requisite approvals, permits and licenses that
various Philippine and local government agencies may require. Any of the foregoing could adversely affect our
business, financial condition and results of operations in the Philippines.
Furthermore, our licenses and permits from various Philippine government agencies, such as those
related to labor, public works, safety, fire, buildings, health and environmental, are required to be renewed
annually. There is no guarantee that the requirements for such permits and licenses will remain the same, or that
the relevant Philippine government agencies will not impose additional and more onerous requirements. This
may affect our ability to renew our licenses and permits, which could adversely affect our business in the
Philippines.
In addition, current laws and regulations in Macau and the Philippines concerning gaming and gaming
concessions and licenses are, for the most part, fairly recent and there is little precedent on the interpretation of
these laws and regulations. These laws and regulations are complex, and a court or administrative or regulatory
body may in the future render an interpretation of these laws and regulations, or issue new or modified
regulations, that differ from our interpretation, which could have a material adverse effect on our business,
financial condition and results of operations.
Uncertainties in the legal systems in the PRC may expose us to risks.
Gaming-related activities in the PRC, including marketing activities, are regulated by the PRC
government and subject to various PRC laws and regulations. The PRC legal system continues to rapidly evolve
and the interpretations of many laws, regulations and rules are not always uniform. In addition, the PRC legal
system is based in part on government policies and internal rules, some of which are not published on a timely
basis or at all. As a result, we may not be aware of all policies and rules imposed by the PRC authorities which
may affect or relate to our business and operations. There is also no assurance that our interpretation of the laws
and regulations that affect our activities and operations in the PRC is or will be consistent with the interpretation
and application by the PRC governmental authorities. These uncertainties may impede our ability to assess our
legal rights or risks relating to our business and activities. Any changes in the laws and regulations, or in the
interpretation or enforcement of these laws and regulations, that affect gaming-related activities in the PRC could
have a material and adverse effect on our business and prospects, financial condition and results of operations.
In addition, PRC administrative and court authorities have significant discretion in interpreting and
implementing statutory terms. Such discretion of the PRC administrative and court authorities increases the
21
uncertainties in the PRC legal system and makes it difficult to evaluate the likely outcome of any administrative
and court proceedings in the PRC. Any litigation or proceeding in the PRC may be protracted and result in
substantial costs and diversion of our resources and management attention. Any such litigation or proceeding
could have a material adverse effect on our business, reputation, financial condition and results of operations.
We face intense competition in Macau, the Philippines and elsewhere in Asia and may not be able to compete
successfully.
The hotel, resort and gaming industries are highly competitive. The competitors of our business in
Macau, the Philippines and elsewhere in Asia include many of the largest gaming, hospitality, leisure and resort
companies in the world. Some of these current and future competitors are larger than we are and may have more
diversified resources, better brand recognition and greater access to capital to support their developments and
operations in Macau, the Philippines and elsewhere.
In the Philippine gaming market, we compete with hotels and resorts owned by both Philippine
nationals and foreigners. PAGCOR, an entity owned and controlled by the government of the Philippines, also
operates gaming facilities across the Philippines. Our operations in the Philippines face competition from gaming
operators in other more established gaming centers across the region, particularly those of Macau and Singapore,
and other major gaming markets located around the world, including Australia and Las Vegas, as we target
similar pools of customers and tourists. A number of such other operators have a longer track record of gaming
operations and such other markets have more established reputations as gaming markets. Our operations in the
Philippines may not be successful in its efforts to attract foreign customers and independent gaming promoters to
City of Dreams Manila, and to promote Manila as a gaming destination.
In Macau, some competitors have opened new properties, expanded operations and/or have announced
intentions for further expansion and developments in Cotai, where City of Dreams and Studio City are located.
For example, Galaxy opened Phase 2 of the Galaxy Macau Resort in May 2015. Sands China Ltd., a subsidiary
of Las Vegas Sands Corporation, opened the Parisian Macao in Cotai in September 2016. Wynn Macau opened
the Wynn Palace in Cotai in August 2016. MGM Grand Paradise opened MGM Cotai in February 2018. SJM has
also begun construction of an additional project which has been announced to open in 2019. See “Item 4.
Information on the Company — B. Business Overview — Market and Competition.”
We also compete to some extent with casinos located in other countries, such as Singapore, Malaysia,
South Korea, Vietnam, Cambodia, Australia, New Zealand and elsewhere in the world, including Las Vegas and
Atlantic City in the United States. In addition, in December 2016, a law which conceptually enables the
development of integrated resorts in Japan took effect. Certain other countries, such as Taiwan and Thailand,
may also in the future legalize casino gaming and may not be subject to as stringent regulation as the Macau and/
or Philippine markets. We also compete with cruise ships operating out of Hong Kong and other areas of Asia
that offer gaming. The proliferation of gaming venues in Asia could also significantly and adversely affect our
business, financial condition, results of operations, cash flows and prospects.
Currently, Macau is the only region in Greater China offering legal casino gaming. Although the
Chinese government has strictly enforced its regulations prohibiting domestic gaming operations, there may be
casinos in parts of China that are operated illegally and without licenses. In addition, there is no assurance that
China will not in the future permit domestic gaming operations. Competition from casinos in China, legal or
illegal, could materially adversely affect our business, results of operations, financial condition, cash flows and
prospects.
Our regional competitors also include casino resorts that Melco International may develop elsewhere in
Asia Pacific outside Macau. Melco International may develop different interests and strategies for projects in
Asia which conflict with the interests of our business in Macau or otherwise compete with us for Asian gaming
and leisure customers. See “— Risks Relating to Our Corporate Structure and Ownership.”
22
The governments in Macau and the Philippines could grant additional rights to conduct gaming in the future,
which could significantly increase competition and cause us to lose or be unable to gain market share.
In Macau, Melco Resorts Macau is one of the six companies authorized by the Macau government to
operate gaming activities. Pursuant to the terms of Macau Law No. 16/2001, or the Macau Gaming Law, the
Macau government is precluded from granting more than three gaming concessions. Each concessionaire was
permitted to enter into a subconcession agreement with one subconcessionaire. The Macau government is
currently considering the process of renewing, extending or granting gaming concessions or subconcessions for
concessions and subconcessions expiring in 2020 and 2022. The policies and laws of the Macau government
could result in the grant of additional concessions or subconcessions, and we could face additional competition
which could significantly increase the competition in Macau and cause us to lose or be unable to maintain or gain
market share, and as a result, adversely affect our business.
In the Philippines, PAGCOR has issued regular gaming licenses to the Philippine Licensees and one
other company and additional provisional gaming licenses to two other companies in the Philippines for the
development and operation of integrated casino resorts. PAGCOR has also licensed private casino operators in
special economic zones, including four in the Clark Ecozone, one in Poro Point, La Union, one in Binangonan,
Rizal and one in the Newport City CyberTourism Zone, Pasay City. The Regular License granted by PAGCOR
to the Philippine Licensees is non-exclusive, and there is no assurance that PAGCOR will not issue additional
gaming licenses, or that it will limit the number of licenses it issues. Any additional gaming licenses issued by
PAGCOR could increase competition in the Philippine gaming industry, which could diminish the value of the
Philippine Licensees’ Regular License. This could materially and adversely affect our business, financial
condition and results of operations in the Philippines.
Any simultaneous planning, design, construction and development of any projects may stretch our
management’s time and resources, which could lead to delays, increased costs and other inefficiencies in the
development of these projects.
There may be overlap in the planning, design, development and construction periods of our projects.
Members of our senior management will be involved in planning and developing our projects at the same time, in
addition to overseeing our day-to-day operations. Our management may be unable to devote sufficient time and
attention to such projects, as well as our operating properties, which may result in delays in the construction or
opening of any of our current or future projects, cause construction cost overruns or cause the performance of our
operating properties to be lower than expected, which could have a material adverse effect on our business,
financial condition and results of operations.
Our business depends substantially on the continuing efforts of our senior management, and our business
may be severely disrupted if we lose their services.
We place substantial reliance on the gaming, project development and hospitality industry experience
and knowledge of the Macau and Philippine markets possessed by members of our board of directors, our senior
management team, as well as other management personnel. We may experience changes in our key management
in the future, including for reasons beyond our control. The loss of Mr. Lawrence Ho’s services or the services of
the other members of our board of directors or key management personnel could hinder our ability to effectively
manage our business and implement our growth and development strategies. Finding suitable replacements for
members of our board of directors or key management personnel could be difficult, and competition for
personnel of similar experience could be intense in Macau and the Philippines. In addition, we do not currently
carry key person insurance on any members of our senior management team.
The success of our business depends on our ability to attract and retain an adequate number of qualified
personnel. A limited labor supply and increased competition could cause labor costs to increase.
The pool of experienced gaming and other skilled and unskilled personnel in Macau and the
Philippines is limited. Our demand remains high for personnel occupying sensitive positions that require
23
qualifications sufficient to meet gaming regulations and other requirements or skills and knowledge that would
need substantial training and experience. Competitive demand for qualified gaming and other personnel is
expected to be intensified by the increased number of properties recently opened and expected to open in close
proximity to our properties in Macau and the Philippines. The limited supply and increased competition in the
labor market could cause our labor costs to increase.
Macau government policy prohibits us from hiring non-Macau resident dealers and supervisors. In
addition, the Macau government announced it will continue to monitor the proportion of management positions
held by Macau residents and implement measures to ensure such proportion remains no less than 85% of senior
and mid-management positions. Due to the increased competition in the labor market and the relevant regulatory
restrictions, we cannot assure you that we will be able to attract and retain a sufficient number of qualified
individuals to operate our properties, or that costs to recruit and retain such personnel will not increase
significantly. The inability to attract and retain qualified employees and management personnel could have a
material adverse effect on our business.
Further, the Macau government is currently enforcing a labor policy pursuant to which the ratio of local
to foreign workers that may be recruited is determined on a case-by-case basis and, in relation to construction
works, must be at least 1:1 unless otherwise authorized by the Macau government. Such a policy could have a
material adverse effect on our ability to complete works on our properties, such as Morpheus, the third phase of
City of Dreams, and the additional development of the land on which Studio City is located. Moreover, if the
Macau government enforces similar restrictive ratios in other areas, such as the gaming, hotel and entertainment
sectors, or imposes additional restrictions on the hiring of foreign workers generally, this could have a material
adverse effect on the operation of our properties.
In the Philippines, the Regular License requires that at least 95.0% of City of Dreams Manila’s total
employees be locally hired. Our inability to recruit a sufficient number of employees in the Philippines to meet
this provision or to do so in a cost-effective manner may cause us to lower our hiring standards, which may have
an adverse impact on City of Dreams Manila’s service levels, reputation and business.
Moreover, casino resort employers may also contest the hiring of their former employees by us. There
can be no assurance that any such claim will not be successful or other similar claims will not be brought against
us or any of our affiliates in the future. In the event any such claim is found to be valid, we could suffer losses
and face difficulties in recruiting from competing operators. If found to have basis by courts, these allegations
could also result in possible civil liabilities on us or our relevant officers if such officers are shown to have
deliberately and willfully condoned a patently unlawful act.
Our insurance coverage may not be adequate to cover all losses that we may suffer from our operations. In
addition, our insurance costs may increase and we may not be able to obtain the same insurance coverage in
the future.
We currently have various insurance policies providing certain coverage typically required by gaming
and hospitality operations in Macau. In addition, we maintain various types of insurance policies for our
Philippine business and operations, including mainly property damage, business interruption and general liability
insurance policies, and a surety bond required by PAGCOR, which secures the prompt payment by Melco
Resorts Leisure of the monthly Licensee Fees due to PAGCOR. These insurance policies provide coverage that is
subject to policy terms, conditions and limits. There is no assurance that we will be able to renew such insurance
coverage on equivalent premium costs, terms, conditions and limits upon their expiration. The cost of coverage
may in the future become so high that we may be unable to obtain the insurance policies we deem necessary for
the operation of our projects on commercially practicable terms, or at all, or we may need to reduce our policy
limits or agree to certain exclusions from our coverage.
We cannot assure you that any such insurance policies we obtained or may obtain will be adequate to
protect us from material losses. Certain acts and events could expose us to significant uninsured losses. In
24
addition to the damages caused directly by a casualty loss such as fire or natural disasters, we may suffer a
disruption of our business as a result of these events or be subject to claims by third parties who may be injured
or harmed. While we intend to continue carrying business interruption insurance and general liability insurance,
such insurance may not be available on commercially reasonable terms, or at all, and, in any event, may not be
adequate to cover all losses that may result from such events.
There is limited available insurance in Macau and the Philippines and our insurers in Macau and the
Philippines may need to secure reinsurance in order to provide adequate cover for our property and development
projects. Our credit agreements, Melco Resorts Macau’s subconcession contract with Wynn Macau relating to
the gaming concession in Macau (the “Subconcession Contract”), the Regular License granted by PAGCOR and
certain other material agreements require a certain level of insurance to be maintained, which must be obtained in
Macau and the Philippines, respectively, unless otherwise authorized by the respective counter-parties. Failure to
maintain adequate coverage could be an event of default under our credit agreements, the Subconcession
Contract or the Regular License and may have a material adverse effect on our business, financial condition,
results of operations and cash flows.
The winnings of our patrons could exceed our casino winnings at particular times during our operations.
Our revenues are mainly derived from the difference between our casino winnings and the winnings of
our casino patrons. Since there is an inherent element of chance in the gaming industry, we do not have full
control over our winnings or the winnings of our casino patrons. If the winnings of our patrons exceed our casino
winnings, we may record a loss from our gaming operations, and our business, financial condition and results of
operations could be materially and adversely affected.
Win rates for our casino operations depend on a variety of factors, some beyond our control, which, at
particular times, adversely impact our results of operations.
In addition to the element of chance, theoretical win rates are also affected by other factors, including
player skills and experience, the mix of games played, the financial resources of players, the spread of table
limits, the volume and mix of bets placed by our players and the amount of time players spend on gambling —
thus our actual win rates may differ greatly over short time periods, such as from quarter to quarter, and could
cause our quarterly results to be volatile. Each of these factors, alone or in combination, have the potential to
negatively impact our win rates, and our business, financial condition and results of operations could be
materially and adversely affected.
Our gaming business is subject to the risk of cheating and counterfeiting.
All gaming activities at our table games are conducted exclusively with gaming chips which, like real
currency, are subject to the risk of alteration and counterfeiting. We incorporate a variety of security and anti-
counterfeit features to detect altered or counterfeit gaming chips. Despite such security features, unauthorized
parties may try to copy our gaming chips and introduce, use and cash in altered or counterfeit gaming chips in
our gaming areas. Any negative publicity arising from such incidents could also tarnish our reputation and may
result in a decline in our business, financial condition and results of operation.
Gaming customers may attempt or commit fraud or cheat in order to increase their winnings, possibly
in collusion with the casino’s staff. Internal acts of cheating could also be conducted by staff through collusion
with dealers, surveillance staff, floor managers or other gaming area staff. Our existing surveillance and security
systems, designed to detect cheating at our casino operations, may not be able to detect all such cheating in time
or at all, particularly if patrons collude with our employees. In addition, our gaming promoters or other persons
could, without our knowledge, enter into betting arrangements directly with our casino patrons on the outcomes
of our games of chance, thus depriving us of revenues.
25
Our operations are reviewed to detect and prevent cheating. Each game has a theoretical win rate and
statistics are examined with these in mind. Cheating may give rise to negative publicity and such action may
materially affect our business, financial condition, operations and cash flows.
Terrorism, violent criminal acts and the uncertainty of war and other factors affecting discretionary consumer
spending and leisure travel may reduce visitation to Macau and the Philippines and harm our operating
results.
The strength and profitability of our business will depend on consumer demand for integrated resorts
and leisure travel in general. Recent terrorist and violent criminal activities in Europe, the United States,
Southeast Asia and elsewhere, military conflicts in the Middle East and natural disasters such as typhoons,
tsunamis and earthquakes, among other things, have negatively affected travel and leisure expenditures. For
example, in June 2017, there were multiple deaths at the Resorts World Manila entertainment complex in Pasay,
Metro Manila, Philippines when a gunman caused a stampede and set fire to casino tables and slot machine
chairs. Terrorism and other criminal acts, including acts of violence or kidnappings of patrons or employees,
could have a negative impact on international travel and leisure expenditures, including lodging, gaming and
tourism. We cannot predict the extent to which such acts may affect us, directly or indirectly, in the future.
In addition, other factors affecting discretionary consumer spending, including amounts of disposable
consumer income, fears of recession, lack of consumer confidence in the economy, change in consumer
preferences, high energy, fuel and other commodity costs and increased cost of travel may negatively impact our
business. An extended period of reduced discretionary spending and/or disruptions or declines in airline travel
could materially adversely affect our business, results of operations and financial condition.
Macau and the Philippines are susceptible to typhoons, heavy rainstorms and other natural disasters that may
damage our property and disrupt our operations.
The subtropical climate and location of both Macau and the Philippines render them susceptible to
typhoons, heavy rainstorms and other natural disasters. In the event of a major typhoon, such as Typhoon Hato in
Macau in August 2017, or other natural disasters in Macau or the Philippines, our properties may be severely
disrupted and adversely affected. Any flooding, unscheduled interruption in the technology or transportation
services or interruption in the supply of public utilities is likely to result in an immediate and possibly substantial
loss of revenues due to a shutdown of any of our properties. Although we or our operating subsidiaries do carry
certain insurance coverage with respect to these events, our coverage may not be sufficient to fully indemnify us
against all direct and indirect costs, including loss of business, which could result from substantial damage to, or
partial or complete destruction of, our properties or other damages to the infrastructure or economy of Macau or
the Philippines.
An outbreak of widespread health epidemics, contagious disease or other outbreaks may have an adverse
effect on the economies of certain Asian countries and may have a material adverse effect on our business,
financial condition and results of operations.
Our business could be materially and adversely affected by the outbreak of widespread health
epidemics, such as swine flu, avian influenza, severe acute respiratory syndrome (SARS), Middle East
respiratory syndrome (MERS), Zika or Ebola. Any occurrence of such a health epidemic, prolonged outbreak of
an epidemic illness or other adverse public health developments in China or elsewhere in the world could
materially disrupt our business and operations. Such events could also significantly impact our industry and
cause a temporary closure of the facilities we use for our operations, which would severely disrupt our operations
and have a material adverse effect on our business, financial condition and results of operations. Guangdong
Province in China, which is located across the Zhuhai Border from Macau, has confirmed several cases of avian
flu. Fully effective avian flu vaccines have not been developed and there is evidence that the H5N1 virus is
constantly evolving so there can be no assurance that an effective vaccine can be discovered or commercially
26
manufactured in time to protect against any potential avian flu pandemic. In the first half of 2003, certain
countries in Asia experienced an outbreak of SARS, a highly contagious form of atypical pneumonia, which
seriously interrupted economic activities and caused the demand for goods and services to plummet in the
affected regions.
There can be no assurance that an outbreak of swine flu, avian influenza, SARS, MERS, Zika, Ebola or
other contagious disease or any measures taken by the governments of affected countries against such
potential outbreaks will not seriously interrupt our gaming operations. The perception that an outbreak of any
health epidemic or contagious disease may occur may also have an adverse effect on the economic conditions of
countries in Asia. In addition, our operations could be disrupted if any of our employees or others involved in our
operations were suspected of having swine flu, avian influenza, SARS, MERS, Zika or Ebola as this could
require us to quarantine some or all of such employees or persons or disinfect the facilities used for our
operations. Furthermore, any future outbreak may restrict economic activities in affected regions, which could
result in reduced business volume and the temporary closure of our offices or otherwise disrupt our business
operations and adversely affect our results of operations. Our revenues and profitability could be materially
reduced to the extent that a health epidemic or other outbreak harms the global or PRC economy in general.
Health and safety or food safety incidents at our properties may lead to reputational damage and financial
exposures.
We provide goods and services to a significant number of customers on a daily basis at our properties
in Macau and Manila. In particular, with attractions, entertainment and food and beverage offerings at our
properties, there are risks of health and safety incidents or adverse food safety events. While we have a number
of measures and controls in place aimed at managing such risks, we cannot guarantee that our insurance is
adequate to cover all losses, which may subject us to incur additional costs and damages, and negatively impact
our financial performance. Such incidents may also lead to reduced customer flow and reputational damage to
our properties. See “— We are subject to risks relating to litigation, disputes and regulatory investigations which
may adversely affect our profitability and financial condition.”
Unfavorable fluctuations in the currency exchange rates of the H.K. dollar, U.S. dollar, Pataca or Philippine
peso and other risks related to foreign exchange and currencies, including restrictions on conversions and/or
repatriation of foreign currencies, could adversely affect our indebtedness, expenses, profitability and
financial condition.
Our exposure to foreign exchange rate risk is associated with the currency of our operations and our
indebtedness and as a result of the presentation of our financial statements in U.S. dollar. The majority of our
current revenues are denominated in H.K. dollar, given the H.K. dollar is the predominant currency used in
gaming transactions in Macau and is often used interchangeably with the Pataca in Macau. Our current expenses
are denominated predominantly in Pataca, H.K. dollar and Philippine peso. In addition, we have revenues, assets,
debt and expenses denominated in Philippine peso relating to our business in the Philippines. We also have
subsidiaries, branch offices and assets in various countries, including Taiwan, which are subject to foreign
exchange fluctuations and local regulations that may impose, among others, limitations, restrictions or approval
requirements on conversions and/or repatriation of foreign currencies. In addition, a significant portion of our
indebtedness, including the 2017 Senior Notes and Studio City Notes, and certain expenses, are denominated in
U.S. dollar, and the costs associated with servicing and repaying such debt will be denominated in U.S. dollar.
The value of the H.K. dollar, Pataca and Philippine peso against the U.S. dollar may fluctuate and may
be affected by, among other things, changes in political and economic conditions. While the H.K. dollar is
pegged to the U.S. dollar within a narrow range and the Pataca is in turn pegged to the H.K. dollar, and
the exchange rates between these currencies has remained relatively stable over the past several years, we cannot
assure you that the current peg or linkages between the U.S. dollar, H.K. dollar and Pataca will not
be de-pegged, de-linked or otherwise modified and subject to fluctuations. Any significant fluctuations in
27
exchange rates between the H.K. dollar, Pataca or Philippine peso to the U.S. dollar may have a material adverse
effect on our revenues and financial condition. For example, to the extent that we are required to convert U.S.
dollar financings into H.K. dollar or Pataca for our operations, fluctuations in exchange rates between the H.K.
dollar or Pataca against the U.S. dollar could have an adverse effect on the amounts we receive from the
conversion.
While we maintain a certain amount of our operating funds in the same currencies in which we have
obligations in order to reduce our exposure to currency fluctuations, we have not engaged in hedging transactions
with respect to foreign exchange exposure of our revenues and expenses in our day-to-day operations during the
years ended December 31, 2017 and 2016. In addition, we may face regulatory, legal and other risks in
connection with our assets and operations in certain jurisdictions that may impose limitations, restrictions or
approval requirements on conversions and/or repatriation of foreign currencies. We will consider our overall
procedure for managing our foreign exchange risk from time to time, but we cannot assure you that any such
procedures will enable us to obtain and achieve effective hedging of our foreign exchange risk, which could
materially and adversely affect our financial condition and operating results.
We may undertake mergers, acquisitions, strategic transactions or investments that could result in operating
difficulties and distractions from our current businesses and subject us to regulatory and legal inquiries and
proceedings.
We have made, and may in the future make, acquisitions and investments in companies or projects to
expand or complement our existing operations. From time to time, we engage in discussions and negotiations
with companies regarding acquisitions or investments in such companies or projects. We may, from time to time,
receive inquiries from regulatory and legal authorities and become subject to regulatory and legal proceedings in
connection with such acquisitions and investments in companies or projects. In addition, if we acquire or invest
in another company or project, the integration process following the completion of such acquisition may prove
more difficult than anticipated. We may be subject to liabilities or claims that we are not aware of at the time of
the investment or acquisition, and we may not realize the benefits anticipated at the time of the investment or
acquisition. These difficulties could disrupt our ongoing business, distract our management and employees,
increase our expenses and liabilities and adversely affect our businesses, financial condition and operating
results. Even if we do identify suitable opportunities, we may not be able to make such acquisitions or
investments on commercially acceptable terms or adequate financing may not be available on commercially
acceptable terms, if at all, and we may not be able to consummate a proposed acquisition or investment.
In addition, we may expand our operations and enter new regions and markets through mergers,
acquisitions, strategic transactions or investments. Such expansion may subject us to:
•
•
•
•
•
•
additional costs for complying with local laws, rules, regulations and policies as well as other local
practices and customs in new markets, including establishing business and regulatory compliance
programs;
currency exchange rate fluctuations or currency restructurings;
limitations or penalties on the repatriation of earnings;
unforeseen changes in regulatory requirements;
uncertainties as to local laws and enforcement of contract and intellectual property rights; and
changes in government, economic and political policies and conditions, political or civil unrest, acts of
terrorism or the threat of international boycotts.
These factors and the impact of these factors on our business and operations are difficult to predict and
may have material adverse effect on our business and prospects, financial condition and results of operations.
28
We are subject to risks relating to litigation, disputes and regulatory investigations which may adversely affect
our profitability and financial condition.
We are, and may in the future be, subject to legal actions, disputes and regulatory investigations in the
ordinary course of our business. We are also subject to risks relating to legal and regulatory proceedings and
investigations which we or our affiliates may be a party to from time to time, or which could develop in the
future, as well as fines or other penalties which may be imposed on us in connection with any requisite permit,
license or other approval for our business and operations. Litigation and regulatory proceedings can be costly and
time-consuming and may divert management attention and resources from our operations. We could incur
significant defense costs and, in the event of an adverse outcome, be required to pay damages and interest to the
prevailing party and, depending on the jurisdiction of the litigation, be held responsible for the costs of the
prevailing party. Our reputation may also be adversely affected by our involvement or the involvement of our
affiliates in litigation and regulatory proceedings. In addition, we and our affiliates operate in a number of
jurisdictions in which regulatory and government authorities have wide discretion to take procedural actions in
support of their investigations and regulatory proceedings, including seizures and freezing of assets and other
properties that are perceived to be connected or related to such investigations or regulatory proceedings. Given
such wide discretion, regulatory or government authorities may take procedural actions that may affect our assets
and properties in connection with any investigation or legal or regulatory proceeding involving us or any of
our affiliates, which may materially affect our business, financial condition or results of operations.
In addition, if we are unsuccessful in defending against any claims alleging that we received
misappropriated or misapplied funds, this may require further improvements to our existing anti-money
laundering procedures, systems and controls and our business operations may be subject to greater scrutiny from
relevant regulatory authorities, all of which may increase our compliance costs. No assurance can be provided
that any provisions we have made for such matters will be sufficient. Litigation and regulatory proceedings and
investigation are inherently unpredictable and our results of operations or cash flows may be adversely affected
by an unfavorable resolution of any pending or future litigation, disputes and regulatory investigation.
We extend credit to a portion of our customers, and we may not be able to collect gaming receivables from our
credit customers.
We conduct, and expect to continue to conduct, our gaming activities at our casinos on a credit basis as
well as a cash basis. Consistent with customary practice in both the Macau and the Philippines gaming markets,
we grant credit to our gaming promoters and certain of our premium direct players. Gaming promoters bear the
responsibility for issuing credit and subsequently collecting the credit they granted. We extend credit, often on an
unsecured basis, to certain gaming promoters and VIP patrons whose level of play and financial resources
warrant such an extension in our opinion. High-end patrons typically are extended more credit than patrons who
wager lower amounts. Any slowdown in the economy could adversely impact our VIP patrons, which could in
turn increase the risk that these clients may default on credit extended to them.
We may not be able to collect all of our gaming receivables from our credit customers. We expect that
we will be able to enforce our gaming receivables only in a limited number of jurisdictions, including Macau, the
Philippines and under certain circumstances, Hong Kong. As most of our gaming customers in Macau are visitors
from other jurisdictions, principally Hong Kong and China, we may not have access to a forum in which we will
be able to collect all of our gaming receivables because, among other reasons, courts in many jurisdictions,
including China, do not enforce gaming debts. Further, we may be unable to locate assets in other jurisdictions
against which recovery of gaming debts can be sought. The collectability of receivables from our credit
customers, and, in particular, our international credit customers, could be negatively affected by future business
or economic trends or by significant events in the jurisdictions in which these customers reside, or in which their
assets are located. We may also, in certain cases, have to determine whether aggressive enforcement actions
against a customer will unduly alienate the customer and cause the customer to cease playing at our casinos. We
could suffer a material adverse impact on our operating results if receivables from our credit customers are
29
deemed uncollectible. In addition, in the event a credit customer suffers losses in connection with any gaming
activities at our properties and receivables from such customer are uncollectible, Macau gaming taxes or
Philippines license fees (as the case may be) will still be payable on the resulting gaming revenues,
notwithstanding any receivables owed by such customer to us may be uncollectible. An estimated allowance for
doubtful debts is maintained to reduce our receivables to their carrying amounts, which approximate fair values.
Our business and financial plans may be negatively impacted by any contraction in the availability of credit.
Our business and financing plans may be dependent upon the completion of future financings. Any
severe contraction of liquidity in the global credit markets may make it difficult and costly to obtain new lines of
credit or to refinance existing debt, and may place broad limitations on the availability of credit from credit
sources as well as lengthen the recovery cycle of extended credit. Any deterioration in the credit environment
may cause us to have difficulty in obtaining additional financing on acceptable terms, or at all, which could
adversely affect our ability to complete current and future projects. Tightening of liquidity conditions in credit
markets may also constrain revenue generation and growth and could have a material adverse effect on our
business, financial condition and results of operations.
Rolling chip patrons and VIP gaming customers may cause significant volatility in our revenues and cash
flows.
A significant proportion of our casino revenues in Macau is generated from the rolling chip segment of
the gaming market. Similarly, City of Dreams Manila also attracts foreign gaming visitors, particularly VIP
players who typically place large individual wagers. The loss or a reduction in the play of the most significant of
these rolling chip patrons or VIP gaming customers could have an adverse effect on our business. In addition,
revenues and cash flows derived from high-end gaming of this type are typically more volatile than those from
other forms of gaming primarily due to high bets and the resulting high winnings and losses. As a result, our
business and results of operations and cash flows from operations may be more volatile from quarter to quarter
than that of our competitors and may require higher levels of cage cash in reserve to manage this volatility.
We depend upon gaming promoters for a portion of our gaming revenues and if we are unable to establish,
maintain and increase the number of successful relationships with gaming promoters or if the financial
resources of our gaming promoters are insufficient to allow them to continue doing business in Macau and/or
Manila, our results of operations could be adversely impacted.
Customers introduced to us by gaming promoters are responsible for a portion of our gaming revenues
in Macau and Manila. For the year ended December 31, 2017, approximately 31.4% of our casino revenues were
derived from customers sourced through our rolling chip gaming promoters. With the rise in casino operations in
Macau and Manila, the competition for relationships with gaming promoters has increased and is expected to
continue to increase. As of December 31, 2017, we had agreements in place with approximately 55 and 20
gaming promoters in Macau and the Philippines, respectively. If we are unable to utilize, maintain and/or
develop relationships with gaming promoters, our ability to grow our gaming revenues will be hampered and we
will have to seek alternative ways to develop and maintain relationships with rolling chip patrons, which may not
be as profitable as relationships developed through gaming promoters. As competition intensifies, we may
therefore need to offer better terms to gaming promoters, including extensions of credit, which may increase our
overall credit exposure. In addition, gaming promoters may encounter difficulties in attracting patrons to come to
Macau or Manila. Gaming promoters may also experience decreased liquidity, limiting their ability to grant
credit to their patrons, resulting in decreased gaming volume in Macau or Manila. Credit already extended by our
gaming promoters may become increasingly difficult to collect. Also, in the event the Macau government
reduces the cap on the commission rates payable to gaming promoters, gaming promoters’ incentives to bring
travelers to casinos in Macau would be further diminished, and certain of the gaming promoters may be forced to
cease operations or divert the travelers to other regions. This inability to attract sufficient patrons, settle accounts
with patrons, grant credit and collect amounts due in a timely manner may negatively affect our gaming
30
promoters’ operations, causing them to wind up or liquidate their operations, and as a result, our ability to
maintain or grow casino revenues and our ability to recover credit extended may be adversely affected. The
inability of gaming promoters to settle accounts with their patrons may expose such gaming promoters to
litigation proceedings initiated by affected patrons, which may also expose us to additional litigation risk.
We are impacted by the reputation and integrity of the parties with whom we engage in business activities and
we cannot assure you that these parties will always maintain high standards or suitability throughout the term
of our association with them. Failure to maintain such high standards or suitability may cause us and our
shareholders to suffer harm to our own and our shareholders’ reputation, as well as impair relationships with,
and possibly result in sanctions from, gaming regulators.
The reputation and integrity of the parties with whom we engage in business activities are important to
our own reputation and our ability to continue to operate in compliance with the permits and licenses required for
our businesses. These parties include, but are not limited to, those who are engaged in gaming-related activities,
such as gaming promoters, developers and hotel, restaurant and night club operators with whom we have or may
enter into services or other types of agreements. Under the Macau Gaming Law, Melco Resorts Macau has an
obligation to supervise its gaming promoters to ensure compliance with applicable laws and regulations and
serious breaches or repeated misconduct by its gaming promoters could result in the termination of its
subconcession. For parties we deal with in gaming-related activities, where relevant, the gaming regulators also
undertake their own probity checks and will reach their own suitability findings in respect of the activities and
parties with which we intend to associate. In addition, we also conduct our internal due diligence and evaluation
process prior to engaging such parties. Notwithstanding such regulatory probity checks and our own due
diligence, we cannot assure you that the parties with whom we are associated will always maintain the high
standards that gaming regulators and we require or that such parties will maintain their suitability throughout the
term of our association with them. If any of our gaming promoters violate gaming laws while on our premises,
the government may, in its discretion, take enforcement action against the gaming promoters and may find us
jointly liable for such gaming promoter’s violations. Also, if a party associated with us falls below the gaming
regulator’s suitability standard or if their probity is in doubt, this may be negatively perceived when assessed by
the gaming regulators. As a result, we and our shareholders may suffer reputational harm, as well as impaired
relationships with, and possibly sanctions or other measures or actions from, the relevant gaming regulators with
authority over our operations.
Any violation of anti-corruption laws, including the FCPA, could have a negative impact on us.
We and our businesses in different jurisdictions are subject to a number of anti-corruption laws,
including the U.S. Foreign Corrupt Practices Act, or FCPA. Breach of these anti-corruption laws carries severe
criminal and civil sanctions as well as other penalties and reputational harm. There have been increased
enforcement activities in the US and elsewhere in recent years and the number of FCPA cases and sanctions
imposed by US authorities has risen considerably. We have adopted strict rules of conduct and compliance
programs for our employees, agents and contractors, requiring them to conduct all their business dealings and
practices in compliance with our policies and relevant anti-corruption laws. Notwithstanding our emphasis on an
ethical business culture, there is no assurance that our employees, contractors and agents will adhere fully, or at
all, or continue to adhere to our rules and programs. Should they fail to adhere to our rules of conduct and
compliance programs, we may be investigated or prosecuted, or be made subject to other actions or proceedings.
Penalties, sanctions and administrative remedies that may result from such actions or proceedings may have a
material adverse effect on our reputation and customer relationships or may lead to other adverse consequences
on our business, prospects, financial condition and results of operations.
A failure to establish and protect our intellectual property rights could have an adverse effect on our business,
financial condition and results of operations.
We have applied for and/or registered certain trademarks, including “Altira,” “Mocha Club,” “City of
Dreams,” “Nüwa,” “The Countdown,” “City of Dreams Manila,” “Studio City,” “Melco Resorts Philippines” and
31
“Melco Resorts & Entertainment” in Macau, the Philippines and/or other jurisdictions. We have also registered
in Macau, the Philippines and other jurisdictions certain other trademarks and service marks used in connection
with the operations of our hotel casino projects in Macau and City of Dreams Manila. We endeavor to establish
and protect our intellectual property rights through trademarks, service marks, domain names, licenses and other
contractual provisions. The brands we use in connection with our properties have gained recognition. Failure to
possess, obtain or maintain adequate protection of our intellectual property rights could negatively impact our
brands and have a material adverse effect on our business, financial condition and results of operations. For
example, if third parties misappropriate or infringe our intellectual property, we may need to take steps to protect
our intellectual property, which may result in substantial expenses, all of which may adversely affect our
business, financial condition and results of operations.
The infringement or alleged infringement of intellectual property rights belonging to third parties could
adversely affect our business.
We face the potential risk of claims that we have infringed upon the intellectual property rights of third
parties, which could be expensive and time-consuming to defend. In addition, we may be required to cease using
certain intellectual property rights or selling or providing certain products or services, pay significant damages or
enter into costly royalty or licensing agreements in order to obtain the right to use a third party’s intellectual
property rights (if available at all), any of which could have a negative impact on our business, financial
condition and future prospects. Furthermore, if litigation were to result from such claims, our business could be
interrupted.
We cannot assure you that anti-money laundering policies that we have implemented, and compliance with
applicable anti-money laundering laws, will be effective to prevent our casino operations from being exploited
for money laundering purposes.
Macau’s free port, offshore financial services and free movement of capital has created an environment
whereby Macau’s casinos could be exploited for money laundering purposes. We also deal with significant
amounts of cash during our regular casino operations in the Philippines. As our Macau and Philippine operations
are subject to various reporting and anti-money laundering regulations, we have implemented anti-money
laundering policies to address those requirements. Philippine laws on anti-money laundering have recently been
amended to include casinos as covered institutions and guidelines on compliance are expected to be issued by
PAGCOR for its licensees. Any changes to anti-money laundering laws and regulations in Macau and/or the
Philippines may require us to adopt changes to our own anti-money laundering policies.
We cannot assure you that our contractors, agents or employees will continually adhere to any such
current or future policies or these policies will be effective in preventing our casino operations from being
exploited for money laundering purposes, including from jurisdictions outside of Macau or the Philippines.
There can be no assurance that, despite the anti-money laundering measures we have adopted and
undertaken, we would not be subject to any accusation or investigation related to any possible money laundering
activities. In addition, we expect to be required by regulatory authorities from Macau, the Philippines and other
jurisdictions to attend meetings and interviews from time to time to discuss our operations as they relate to anti-
money laundering laws and regulations during which regulatory authorities may make inquiries and take other
actions at their discretion. Any incident of money laundering, accusation of money laundering or regulatory
investigations into possible money laundering activities involving us, our employees, our gaming promoters, our
customers or others with whom we are associated could have a material adverse impact on our reputation,
business, cash flow, financial condition, prospects and results of operations. Any serious incident of, or repeated
violation of, laws related to money laundering or any regulatory investigation into money laundering activities
may cause a revocation or suspension of the subconcession or the Regular License. For more information
regarding anti-money laundering regulations in Macau and the Philippines, see “Item 4. Information on the
Company — B. Business Overview — Regulations — Macau Regulations — Anti-Money Laundering
32
Regulations in Macau” and “Item 4. Information on the Company — B. Business Overview — Regulations —
Philippines Regulations — Anti-Money Laundering Regulations in the Philippines.”
Our information technology and other systems are subject to cyber security risk, including misappropriation
of customer information or other breaches of information security, as well as regulatory and other risks.
We rely on information technology and other systems (including those maintained by third-parties with
whom we contract to provide data services) to maintain and transmit large volumes of customer information,
credit card settlements, credit card funds transmissions, mailing lists and reservations information and other
personally identifiable information. We also maintain important internal company data such as personally
identifiable information about our employees and information relating to our operations. The systems and
processes we have implemented to protect customers, employees and company information are subject to the
ever-changing risk of compromised security. These risks include cyber and physical security breaches, system
failure, computer viruses, and negligent or intentional misuse by customers, company employees or employees of
third-party vendors as well as ransomware attacks that encrypt, exfiltrate or otherwise render data unusable or
unavailable in an effort to extort money or other consideration as a condition to purportedly returning the data to
a usable form or refraining from selling or otherwise releasing the data. The steps we take to deter and mitigate
these risks may not be successful and our insurance coverage for protecting against cyber security risks may not
be sufficient. Our third-party information system service providers face risks relating to cyber security similar to
ours, and we do not directly control any of such service providers’ information security operations. A significant
theft, loss or fraudulent use of customer or company data maintained by us or by a third-party service provider
could have an adverse effect on our reputation, cause a material disruption to our operations and management
team, and result in remediation expenses, regulatory penalties and litigation by customers and other parties
whose information was subject to such attacks, all of which could have a material adverse effect on our business,
prospects, results of operations and cash flows. Furthermore, any extended downtime from power supply
disruptions or information technology system outages which may be caused by cyber security attacks or other
reasons at our properties may lead to an adverse impact on our operating results if we are unable to deliver
services to customers for an extended period of time.
Our collection and use of personal data are governed by privacy laws and regulations and this area of
law is an area that changes often and varies significantly by jurisdiction. Compliance with applicable privacy
regulations may increase our operating costs and/or adversely impact our ability to market our products,
properties and services to our customers and guests. In addition, non-compliance with applicable privacy
regulations by us (or in some circumstances non-compliance by third parties engaged by us) or a breach of
security on systems storing our data may result in damage of reputation and/or subject us to fines, payment of
damages, lawsuits, criminal liability or restrictions on our use or transfer of data.
Negative press or publicity about us or our directors, officers or affiliates may lead to government
investigations, result in harm to our business, brand or reputation and have a material and adverse effect on
our business.
Unfavorable publicity regarding us, or our directors, officers or affiliates, whether substantiated or not,
may have a material and adverse effect on our business, brand and reputation. Such negative publicity may
require us to engage in a defensive media campaign, which may divert our management’s attention, result in an
increase in our expenses and adversely impact our results of operations or financial condition. The continued
expansion in the use of social media over recent years has compounded the potential scope of the negative
publicity that could be generated. Any negative press or publicity could also lead to government or other
regulatory investigations, including causing regulators with jurisdiction over our gaming operations in Macau
and the Philippines to take action against us or our related licensees, including actions that could affect the ability
or terms upon which our subsidiaries hold their gaming licenses and/or subconcession, our suitability to continue
as a shareholder of those subsidiaries and/or the suitability of key personnel to remain with our Company. If any
of these events were to occur, it would cause a material adverse effect on our business and prospects, financial
condition and results of operations.
33
The audit report included in this annual report has been prepared by auditors whose work may not be
inspected fully by the Public Company Accounting Oversight Board and, as such, you may be deprived of the
benefits of such inspection.
Our independent registered public accounting firms that issue the audit reports included in our annual
reports filed with the SEC as auditors of companies that are traded publicly in the United States and firms
registered with the Public Company Accounting Oversight Board (United States), or the PCAOB, are required by
the laws of the United States to undergo regular inspections by the PCAOB to assess their respective compliance
with the laws of the United States and professional standards.
Many other clients of our auditors have substantial operations within mainland China, and the PCAOB
has been unable to complete inspections of the work of our auditors, and/or their affiliated independent registered
public accounting firms in mainland China, without the approval of the Chinese authorities. Thus, our auditors,
and/or their affiliated independent registered public accounting firms in mainland China, and their audit work are
not currently inspected fully by the PCAOB.
Inspections of other firms that the PCAOB has conducted outside mainland China have identified
deficiencies in those firms’ audit procedures and quality control procedures, which can be addressed as part of
the inspection process to improve future audit quality. The lack of PCAOB inspections in mainland China
prevents the PCAOB from regularly evaluating our auditors’ audit procedures and quality control procedures as
they relate to their work, and/or their affiliated independent registered public accounting firms’ work, in
mainland China. As a result, investors may be deprived of the benefits of such regular inspections.
The inability of the PCAOB to conduct full inspections of auditors in mainland China makes it more
difficult to evaluate the effectiveness of our auditors’ audit procedures and quality control procedures as
compared to auditors who primarily work in jurisdictions where the PCAOB has full inspection access. Investors
may lose confidence in our reported financial information and the quality of our financial statements.
Risks Relating to the Gaming Industry and Our Operations in Macau
Studio City faces significant risks and uncertainties which may materially and adversely affect our business,
financial condition and results of operations.
Studio City commenced operations in October 2015. While we have made significant capital
investments for the development of Studio City, the Studio City land grant conditions, including, among others,
completing the development of the land on which Studio City is located, require additional capital investments
for Studio City.
Furthermore, Studio City operates in a challenging competitive environment. For example, some of our
competitors in Macau have expanded operations or have announced intentions for further expansion and
developments in Cotai, where Studio City is located. See “— We face intense competition in Macau, the
Philippines and elsewhere in Asia and may not be able to compete successfully.” Moreover, we face risks and
uncertainties related to changes to the Chinese and Macau governments’ policies and regulations relating to
gaming markets, including those affecting gaming table allocation and caps, smoking restrictions, exchange
control and repatriation of capital, measures to control inflation and monetary transfers and travel restrictions. In
addition, the 250 mass market gaming tables permitted to be operated at the Studio City Casino by Melco Resorts
Macau are designated for mass market purposes only and there is no assurance or expectation that such tables
may be operated as VIP tables in the future as the Macau government has determined that tables authorized for
mass market gaming operations may not be utilized for VIP gaming operations, or any assurance or expectation
that any additional gaming tables will be allocated to Studio City Casino, including any VIP gaming tables.
Furthermore, gaming promoters, whose business affects Studio City Casino’s VIP gaming business and which
accounts for an increasing portion of its gaming revenues, also face an increasingly challenging regulatory
environment, which may result in a reduction in the number of gaming promoters from which Studio City Casino
34
may attract junket players and such remaining gaming promoters having significant leverage and bargaining
strength in negotiating agreements for Studio City Casino, negotiating changes to such agreements or the loss of
business to competitors or the loss of relationships with certain gaming promoters. See “— “We depend upon
gaming promoters for a portion of our gaming revenues and if we are unable to establish, maintain and increase
the number of successful relationships with gaming promoters or if the financial resources of our gaming
promoters are insufficient to allow them to continue doing business in Macau and/or Manila, our results of
operations could be adversely impacted.”
In addition, Studio City may find it challenging to comply with the terms imposed under its financing
arrangements, especially during periods of challenging market conditions (including changes in China’s
economy). The 2021 Studio City Senior Secured Credit Facility and the indentures governing the Studio City
Notes impose certain operating and financial restrictions, including limitations on the ability to pay dividends,
incur additional debt, make investments, create liens on assets or issue preferred stock. If we are unable to
comply with such restrictions, it could cause repayment of our debt to be accelerated. In addition, such terms
may also impair our ability to obtain additional financing for developing and completing the remaining land of
Studio City by July 24, 2021, in which case in the event no extension is granted to complete such development or
the Studio City land concession is terminated, we could lose all or substantially all of our investment in Studio
City, including our interest in land and buildings and we may not be able to continue to operate Studio City. See
“— The agreements governing our credit facilities and debt instruments contain certain covenants that restrict
our ability to engage in certain transactions and may impair our ability to respond to changing business and
economic conditions or otherwise take actions that may be in our best interests” and “We are developing
Morpheus, the third phase of City of Dreams, and will be developing the remaining project for Studio City under
the terms of land concession contracts which require us to fully develop the lands on which City of Dreams and
Studio City are located by June 11, 2018 and July 24, 2021, respectively. If we do not complete development by
that time and the Macau government does not grant us an extension of the development period, we could be
forced to forfeit all or part of our investment in City of Dreams or Studio City, along with our interest in the land
on which City of Dreams and/or Studio City are located and the buildings and structures on such land.”
All of the foregoing trends, risks and uncertainties may have a material adverse impact on our business,
financial condition and results of operations.
Our gaming operations in Macau could be adversely affected by restrictions on the export of the Renminbi.
Gaming operators in Macau are currently prohibited from accepting wagers in Renminbi, the currency
of China. There are currently restrictions on the export of the Renminbi outside of mainland China, including to
Macau. For example, Chinese citizens traveling abroad are only allowed to take a total of RMB20,000 plus the
equivalent of up to US$5,000 out of China. Moreover, it was recently announced that a new annual limit of
RMB100,000 (US$15,370) on the aggregate amount that can be withdrawn overseas from Chinese bank accounts
was set by the Chinese government, with effect on January 1, 2018. In addition, the Chinese government’s
ongoing anti-corruption campaign has led to tighter monetary transfer regulations, including real-time monitoring
of certain financial channels, reducing the amount that China-issued ATM cardholders can withdraw in each
withdrawal, imposing a limit on the annual aggregate amount that may be withdrawn and the launch of facial
recognition and identity card checks with respect to certain ATM users, which could disrupt the amount of
money visitors can bring from mainland China to Macau. Furthermore, on June 12, 2017, a new law with respect
to the control of cross-border transportation of cash and other negotiable instruments to the bearer was enacted
and came into effect on November 1, 2017. In accordance with such law, all individuals entering Macau with an
amount in cash or negotiable instrument to the bearer equal to or higher than the amount of MOP120,000
(US$14,975) as determined by the Chief Executive of Macau are required to declare such amount to the customs
authorities. Restrictions on the export of the Renminbi may impede the flow of gaming customers from China to
Macau, inhibit the growth of gaming in Macau and negatively impact our operations.
35
Gaming is a highly regulated industry in Macau and adverse changes or developments in gaming laws or
other regulations that affect our operations could be difficult to comply with or may significantly increase our
costs, which could cause our projects to be unsuccessful.
Gaming is a highly regulated industry in Macau. Current laws, such as licensing requirements, tax rates
and other regulatory obligations, including those for anti-money laundering, could change or become more
stringent resulting in additional regulations being imposed upon gaming operations in Macau. Any such adverse
developments in the regulation of the gaming industry could be difficult to comply with and could significantly
increase costs, which could cause our properties to be unsuccessful and adversely affect our financial
performance. See “— The gaming industries in Macau and the Philippines are highly regulated.”
In September 2009, the Macau government set a cap on commission payments to gaming promoters of
1.25% of net rolling. This policy may limit our ability to develop successful relationships with gaming promoters
and attract VIP rolling chip players, which in turn may adversely affect the financial performance of our VIP
rolling chip operations. Any failure to comply with these regulations may result in the imposition of liabilities,
fines and other penalties and may materially and adversely affect our subconcession. The Macau government is
currently considering amending the Macau Administrative Regulation no. 6/2002. The Macau government is,
among other things, proposing more stringent and restrictive licensing requirements for gaming promoters, the
imposition of new penalties and the increase of the amounts of current fines. See “Regulations — Macau
Regulations — Gaming Promoters Regulations.” Increased regulatory scrutiny of gaming promoters in Macau
has resulted, and may continue to result, in the cessation of business of certain gaming promoters, thereby
resulting in remaining gaming promoters having significant leverage and bargaining strength in negotiating
agreements, including negotiating changes to existing agreements, or the loss of business to competitors or the
loss of relationships with certain gaming promoters.
In addition, the Macau government imposed regulations and restrictions that affect the minimum age
required for entrance into casinos in Macau, location requirements for sites with gaming machine lounges, data
privacy and other matters. Any such legislation, regulation or restriction imposed by the Macau government may
have a material adverse impact on our operations, business and financial performance. Furthermore, our inability
to address any of these requirements or restrictions imposed by the Macau government could adversely affect our
reputation and result in criminal or administrative penalties, in addition to any civil liability and other expenses.
See “Regulations — Macau Regulations — Gaming Regulations.”
Also, the Macau government enacted a smoking control legislation which went into effect on
January 1, 2013, which generally prohibits smoking on the premises of casinos, except for an area of up to 50%
of the casino area open to the public, as determined by the Dispatch of the Chief Executive of Macau. In addition,
effective as of October 2014, smoking in general access gaming areas is only permitted in segregated smoking
lounges, where no gaming activity is permitted. Smoking in limited access gaming areas, such as VIP gaming
rooms, may be permitted, subject to prior authorization from the Chief Executive of Macau. Moreover, in
July 2017, Law no. 9/2017 amended the Smoking Prevention and Tobacco Control Law, with effect from
January 1, 2018, under which smoking on the premises of casinos shall only be permitted in segregated smoking
lounges with no gaming activities, and such segregated smoking lounges are required to be set up within a
transition period of one year subsequent to the effective date. During the transition period, existing smoking areas
and smoking lounges can be maintained. Our properties currently have a number of designated smoking areas.
We cannot assure you that the Macau government will not enact more stringent smoking control legislations.
Such limitations imposed on smoking have and may deter potential gaming patrons who are smokers from
frequenting casinos in Macau, which could adversely affect our business, results of operations and financial
condition. See “Regulations — Macau Regulations — Smoking Regulations.”
Furthermore, in March 2010, the Macau government announced that the number of gaming tables
operating in Macau should not exceed 5,500 until the end of the first quarter of 2013. On September 19, 2011,
the Secretary for Economy and Finance of the Macau government announced that for a period of ten years
36
thereafter, the total number of gaming tables to be authorized in Macau will increase by an amount equal to an
average 3% per annum for ten years. The Macau government subsequently clarified that the allocation of tables
over this ten-year period does not need to be uniform and tables may be pre-allocated to new properties in
Macau. There is no assurance that we will be allocated any new gaming tables authorized by the Macau
government, including in connection with the expansion of any existing properties or for any new properties we
may develop in Macau.
The Macau government has also determined that tables authorized by the Macau government for mass
market gaming operations may not be utilized for VIP gaming operations. These restrictions are not legislated or
enacted into statutes or ordinances and, as such, different policies, including in relation to the annual increase rate
in the number of gaming tables, may be adopted, and existing policies amended, at any time by the relevant
Macau government authorities.
Current Macau laws and regulations concerning gaming and gaming concessions and matters such as
prevention of money laundering are fairly recent or there is little precedent on the interpretation of these laws and
regulations. These laws and regulations are complex and a court or an administrative or regulatory body may in
the future render an interpretation of these laws and regulations or issue new or modified regulations that differ
from our interpretation, which could have a material adverse effect on the operation of our properties and on our
financial condition, results of operations, cash flows and prospects.
Our activities in Macau are subject to administrative review and approval by various departments of
the Macau government. For example, our business activities are subject to the administrative review and
approval by the DICJ, Macau health department, Macau labor bureau, Macau public works bureau, Macau fire
department, Macau finance department and Macau government tourism office. We cannot assure you that we will
be able to obtain or maintain all necessary approvals, which may materially affect our business, financial
condition, results of operations, cash flows and prospects. Macau law permits redress to the courts with respect to
administrative actions. However, such redress is largely untested in relation to gaming regulatory issues.
The Macau government has established a maximum number of gaming tables that may be operated in Macau
and may limit the number of new gaming tables at new gaming areas in Macau.
The Macau government has imposed a cap on gaming tables and restricts the number of gaming tables
that may be operated in Macau. A cap of 5,500 tables up to the end of the first quarter of 2013 was implemented.
In addition, for a period of ten years commencing from the second quarter of 2013, the number of gaming tables
to be authorized by the Macau government will be limited to an average annual increase of 3%. According to the
DICJ, the number of gaming tables in Macau as of December 31, 2017, was 6,419. The Macau government has
reiterated further that it does not intend to authorize the operation of any new casino or gaming area that was not
previously authorized by the government, or permit tables authorized for mass market gaming operations to be
utilized for VIP gaming operations or authorize the expansion of existing casinos or gaming areas. Given such
announcements by the Macau government, we may not be able to obtain Macau government’s approval to
expand our existing casinos or gaming areas or operate a sufficient number of gaming tables at our properties in
Macau. These restrictions may have a material impact on our gaming revenues, overall business and operations
and may adversely affect our development projects and the future expansion of our business.
Our business and operations in Macau are dependent upon our subconcession and, if we fail to comply with
the complex legal and regulatory regime in Macau, our subconcession may be subject to revocation.
Under the terms of the Subconcession Contract, we are obligated to comply with all laws, regulations,
rulings and orders promulgated by the Macau government from time to time. In addition, we must comply with
all the terms of the Subconcession Contract which contains various general covenants and provisions, such as
general and special duties of cooperation, special duties of information and obligations in relation to the
execution of our investment plan, as to which the determination of compliance is subjective and depend, in part,
37
on our ability to maintain continuing communications and good faith negotiations with the Macau government to
ensure that we are performing our obligations under the subconcession in a manner that would avoid any
violations. We cannot assure you that we will perform such covenants in a way that satisfies the requirements of
the Macau government.
Under Melco Resorts Macau’s subconcession, the Macau government is allowed to request various
changes in the plans and specifications of our Macau properties and impose business and corporate requirements
that may be binding on us. For example, the Macau Chief Executive has the right to require that we increase
Melco Resorts Macau’s share capital or that we provide certain deposits or other guarantees of performance with
respect to the obligations of our Macau subsidiaries. Melco Resorts Macau must also first obtain the Macau
government’s approval before raising certain financing. As a result, we cannot assure you that we will be able to
comply with these requirements or any other requirements of the Macau government or with the other
requirements and obligations imposed by the subconcession.
The harshest penalty that may be imposed on us for failure to comply with the complex legal and
regulatory regime in Macau and the terms of the Subconcession Contract is revocation of the subconcession.
Under the subconcession, the Macau government has the right to unilaterally terminate the subconcession in the
event of non-compliance by Melco Resorts Macau with its basic obligations under the subconcession and
applicable Macau laws. If such a termination were to occur, all of our casino premises and gaming equipment
would revert to the Macau government automatically without compensation to us and Melco Resorts Macau
would be unable to operate casino gaming in Macau, which would have a material adverse effect on our financial
condition, results of operations and cash flows and could result in defaults under our indebtedness agreements
and a partial or complete loss of our investments in our projects. We would also be unable to recover the
US$900 million consideration paid to Wynn Macau for the issue of the subconcession. For a list of termination
events, see “Item 4. Information on the Company — B. Business Overview — Regulations — Gaming
Licenses — The Subconcession Contract in Macau.” These events could lead to the termination of Melco Resorts
Macau’s subconcession without compensation to Melco Resorts Macau. In many of these instances, the
Subconcession Contract does not provide for a specific cure period within which any such events may be cured
and the granting of any cure period, if at all, would be at the discretion of the Macau government.
Currently, there is no precedent on how the Macau government will treat the termination of a
concession or subconcession and many of the laws and regulations relating to termination of a concession or
subconcession have not yet been applied by the Macau government. Accordingly, the scope and enforcement of
the provisions of Macau’s gaming regulatory system cannot be fully assessed.
Melco Resorts Macau’s Subconcession Contract expires in 2022 and if we were unable to secure an extension
of its subconcession, or a new concession or subconcession, in 2022, or if the Macau government were to
exercise its redemption right, we would be unable to operate casino gaming in Macau.
The Subconcession Contract expires on June 26, 2022. Unless it is extended beyond this expiration
date, a new concession or subconcession is granted and/or legislation on reversion of casino premises is
amended, all of our casino premises and gaming-related equipment under Melco Resorts Macau’s subconcession
will automatically revert to the Macau government without compensation and we will cease to generate revenues
from such operations.
In addition, under the Subconcession Contract, the Macau government has the right, beginning from
2017, to redeem the Subconcession Contract by providing us with at least one year’s prior notice. In the event the
Macau government exercises this redemption right, we would be entitled to compensation. Calculation of the
amount of any such compensation would be determined based on the gross revenues generated by City of
Dreams during the tax year immediately prior to the exercise of the redemption, multiplied by number of years of
the remaining term of the subconcession. We would not receive any further compensation (including for
consideration paid to Wynn Macau for the subconcession). We cannot assure you that Melco Resorts Macau
38
would be able to renew or extend the Subconcession Contract, or secure any new concession or subconcession,
on terms favorable to us, or at all. We also cannot assure you that if Melco Resorts Macau’s subconcession were
redeemed, the compensation paid would be adequate to compensate us for the loss of future revenues.
Melco Resorts Macau’s tax exemption from complementary tax on income from gaming operations under the
subconcession tax will expire in 2021, and we may not be able to extend it.
Companies in Macau are subject to complementary tax of up to 12% of taxable income, as defined in
relevant tax laws. We are also subject to a 35% special gaming tax on our gaming revenues as well as other
levies of 4% imposed under the Subconcession Contract. Such other levies may be subject to change in the event
the Subconcession Contract is renegotiated and as a result of any change in relevant laws. The Macau
government granted to Melco Resorts Macau the benefit of a corporate tax holiday on gaming profits in Macau
until 2021. In addition, the Macau government has granted to one of our subsidiaries in Macau the
complementary tax exemption until 2021 on profits generated from income received from Melco Resorts Macau,
to the extent that such income is derived from Studio City gaming operations and has been subject to gaming tax.
The dividend distributions of such subsidiary to its shareholders continue to be subject to complementary tax. We
cannot assure you that the corporate tax holiday benefits will be extended beyond their expiration dates.
During the five-year period from 2012 through 2016, an annual payment of MOP22.4 million
(equivalent to approximately US$2.8 million) was payable by Melco Resorts Macau, effective retroactively from
2012 through 2016, with respect to tax due for dividend distributions to the shareholders of Melco Resorts Macau
from gaming profits, whether such dividends are actually distributed by Melco Resorts Macau or not, or whether
Melco Resorts Macau has distributable profits in the relevant year. For the five-year period from 2017 through
2021, the annual payment payable by Melco Resorts Macau is of MOP18.9 million (equivalent to approximately
US$2.4 million. Upon the payment of such payment amount, the shareholders of Melco Resorts Macau will not
be liable to pay any other tax in Macau for dividend distributions received from gaming profits. We cannot
assure you that the same arrangement will be applied beyond 2021 or that, in the event a similar arrangement is
adopted, whether we will be required to pay a higher annual sum.
Risks Relating to the Gaming Industry and Our Business in the Philippines
The land and buildings comprising the site occupied by City of Dreams Manila is leased by Melco Resorts
Leisure and thus subject to risks associated with tenancy relationships.
Melco Resorts Leisure entered into a lease agreement on October 25, 2012, which became effective on
March 13, 2013 (“Lease Agreement”), pursuant to which it leases from Belle Corporation the land and buildings
occupied by City of Dreams Manila, which, in turn, leases part of the land from the Philippine government’s
social security system (the “Social Security System”). Numerous potential issues or causes for disputes may arise
from a tenancy relationship, such as with respect to the provision of utilities on the premises and the maintenance
and normal repair of the buildings, any of which could result in an arbitrable dispute between Belle Corporation
and Melco Resorts Leisure. There can be no assurance that any such dispute would be resolved or settled
amicably or expediently or that Melco Resorts Leisure will not encounter any material issues with respect to its
tenancy relationship with Belle Corporation. Furthermore, during the pendency of any dispute, Belle
Corporation, as lessor, could discontinue essential services necessary for the operation of City of Dreams Manila,
or seek relief to oust Melco Resorts Leisure from possession of the leased premises. Any prolonged or substantial
dispute between Belle Corporation and Melco Resorts Leisure, or any dispute arising under the lease agreement
between Belle Corporation and the Social Security System, could have a material adverse effect on the operations
of City of Dreams Manila, which would in turn adversely affect our business, financial condition and results of
operations. In addition, any negative publicity arising from disputes with, or non-compliance by, Belle
Corporation with the Lease Agreement would have a material adverse effect on our business and prospects,
financial condition and results of operations.
Furthermore, the Lease Agreement may be terminated under certain circumstances, including Melco
Resorts Leisure’s non-payment of rent, or if either party fails to substantially perform any material covenants
39
under the Lease Agreement and fails to remedy such non-performance in a timely manner, which would cause a
material adverse effect on our business and prospects, financial condition, results of operations and cash flows.
If the termination of certain agreements which Belle Corporation previously entered into with another casino
operator and other third parties is not effective, such operator and third parties may seek to enforce these
agreements against Belle Corporation or MRP as a co-licensee of Belle Corporation, which could adversely
impact City of Dreams Manila and MRP.
Prior to Melco Resorts Leisure being designated as the sole operator under the Provisional License,
Belle Corporation, for itself and on behalf of the other Philippine Parties, had previously entered into contracts
with another operator and certain third-party contractors for the fit-out and other design work related to City of
Dreams Manila in its previous form. Belle Corporation and the other Philippine Parties subsequently elected to
terminate such contracts and the operator with whom Belle Corporation previously contracted, on behalf of itself
and such third-party contractors, signed a waiver releasing the Philippine Parties from all obligations thereunder.
Although Belle Corporation agreed to indemnify the Melco Philippine Parties from any loss suffered in
connection with the termination of such contracts, there can be no assurance that Belle Corporation will honor
such agreement. Any issues which may arise from such contracts and their counterparties, or any attempt by
another operator or any other third party contractor to enforce provisions under such contracts, could interfere
with MRP’s operations or cause reputational damage, which would in turn materially adversely affect our
business, financial condition and results of operations.
Compliance with the terms of the Regular License, MRP’s ability to operate City of Dreams Manila and the
success of City of Dreams Manila as a whole are dependent on the actions of the other Philippine Licensees
over which MRP has no control.
Although Melco Resorts Leisure is the sole operator of City of Dreams Manila, the ability of the
Melco Philippine Parties to operate City of Dreams Manila, as well as the fulfillment of the terms of the Regular
License granted by PAGCOR in relation to City of Dreams Manila, depends to a certain degree on the actions of
the Philippine Parties. For example, the Philippine Parties, as well as the Melco Philippine Parties, are
responsible for meeting a certain debt to equity ratio as specified in the Regular License. The failure of any of the
Philippine Parties to comply with these conditions would constitute a breach of the Regular License. As the
Philippine Parties are separate corporate entities over which MRP has no control, there can be no assurance that
the Philippine Parties will remain in compliance with the terms of the Regular License of their obligations and
responsibilities under the Philippine Cooperation Agreement. In the event of any non-compliance, there can be
no assurance that the Regular License will not be suspended or revoked. In addition, if any of the Philippine
Parties fails to comply with any of the conditions to the Regular License, MRP may be forced to take action
against the Philippine Parties under the Philippine Cooperation Agreement or to enter into negotiations with
PAGCOR for amendments to the Regular License. There can be no assurance that any attempt to amend the
Regular License would be successful. Any of the foregoing could materially and adversely affect our business,
financial condition and results of operations.
Furthermore, under the Philippine Cooperation Agreement, the Philippine Parties are required to
contribute the land and building structures for City of Dreams Manila. There can be no assurance that the title to
the land and building structures for City of Dreams Manila will not be challenged by third parties or the
Philippine government in the future. Any such event, each of which is beyond MRP’s control, may curtail the
ability of MRP to operate City of Dreams Manila in an efficient manner or at all and have a material adverse
effect on our business, financial condition and results of operations.
Melco Resorts Leisure’s right to operate City of Dreams Manila is subject to certain limitations.
Melco Resorts Leisure’s right to operate City of Dreams Manila is subject to certain limitations under
the operating agreement for the management and operation of City of Dreams Manila, entered into among Melco
40
Resorts Leisure and the Philippine Parties. For example, Melco Resorts Leisure is prohibited from entering into
any contract for City of Dreams Manila outside the ordinary course of the operation and management of City of
Dreams Manila with an aggregate contract value exceeding US$3.0 million (such contract value to be increased
by 5.0% each year on each anniversary date of the operating agreement) without the consent of the other
Philippine Licensees. In addition, Melco Resorts Leisure is required to remit specified percentages of the mass
market and VIP gaming earnings before interest, tax, depreciation and amortization or net revenues derived from
City of Dreams Manila to PremiumLeisure and Amusement Inc. (“PLAI”).
If Melco Resorts Leisure is unable to comply with any of the provisions of the operating agreement, the
other parties to the operating agreement may bring lawsuits and seek to suspend or replace Melco Resorts
Leisure as the sole operator of City of Dreams Manila, or terminate the operating agreement. Moreover, the
Philippine Parties may terminate the operating agreement if Melco Resorts Leisure materially breaches the
operating agreement. Termination of the operating agreement, whether resulting from Melco Resorts Leisure’s or
the Philippine Parties’ non-compliance with the operating agreement, would cause a material adverse effect on
our business and prospects, financial condition, results of operations and cash flows.
Melco Resorts Leisure may be forced to suspend VIP gaming operations at City of Dreams Manila under
certain circumstances.
Under the operating agreement for City of Dreams Manila, Melco Resorts Leisure must periodically
calculate, on a 24-month basis, the respective amounts of VIP gaming earnings before interest, tax, depreciation
and amortization derived from City of Dreams Manila (the “PLAI VIP EBITDA”) and VIP gaming net win
derived from City of Dreams Manila pursuant to the operating agreement (the “PLAI VIP Net Win”) and report
such amounts to the Philippine Parties. If the PLAI VIP EBITDA is less than the PLAI VIP Net Win, the
Philippine Licensees must meet within ten business days to discuss and review City of Dreams Manila’s financial
performance and agree on any changes to be made to the business operations of City of Dreams Manila and/or to
the payment terms under the operating agreement. If such an agreement cannot be reached within 90 business
days, Melco Resorts Leisure must suspend VIP gaming operations at City of Dreams Manila.
Any suspension of VIP gaming operations at City of Dreams Manila would materially adversely
impact gaming revenues from City of Dreams Manila. Moreover, suspension of VIP gaming operations could
effectively lead Melco Resorts Leisure to limit or suspend certain non-gaming operations focusing on VIP
players, such as the VIP hotel and VIP lounge, which would further reduce revenues from City of Dreams
Manila. Any suspension of VIP gaming operations, even for a brief period of time, could also damage the
reputation and reduce the attractiveness of City of Dreams Manila as a premium gaming destination, particularly
among premium direct players and other VIP players, as well as gaming promoters, which could have a material
adverse effect on our business, financial condition and results of operations.
Increased competition in the Philippine gaming market may affect City of Dreams Manila’s business and
results of operations.
The three other holders of PAGCOR licenses in Entertainment City continue to develop their
businesses. Any significant increase in gaming facilities available in the region where City of Dreams Manila is
located would intensify competition. The operation of City of Dreams Manila would in turn need to increase its
competitiveness in order to keep pace with any increased competitiveness of the Philippine gaming market.
MRP may not be able to implement an effective business strategy to keep pace with the developing
competition in the Philippine gaming market. Any failure by MRP to improve its competitiveness within the
Philippine gaming market or take advantage of the opportunities presented by a developing market may have a
material adverse effect on our business and results of operations.
41
City of Dreams Manila’s ability to generate revenues depends to a substantial degree on the development of
Manila and the Philippines as a tourist and gaming destination.
The integrated casino resort and gaming industry in the Philippines is in an early stage of development
and has a limited track record. It is difficult to evaluate the attractiveness of each of Entertainment City, Manila,
and the Philippines, in general, as viable gaming destinations to domestic and international visitors. City of
Dreams Manila’s ability to generate revenue depends to a substantial degree on the continued development of the
Philippines as a tourist and gaming destination, which in turn depends on several factors beyond the control of
MRP, including the Philippine government’s ability to successfully promote the Philippines as an attractive
tourist destination, general promotion of the Philippines by the Philippine Department of Tourism and key
tourism companies, the development of transportation and tourism infrastructure, consumer preferences and other
factors in the Philippines and the region. Should the Philippines fail to continue to develop as a tourist destination
or should Entertainment City or Manila fail to become a widely recognized regional gaming destination, City of
Dreams Manila may fail to attract a sufficient number of visitors, which would cause a material adverse effect on
our business and prospects, financial condition, results of operations and cash flows.
MRP’s strategy to attract Premium Market customers to City of Dreams Manila may not be effective.
A part of MRP’s strategy for City of Dreams Manila is to capture a share of the premium gaming
market in the region. Compared to general market patrons, whose typical wagers are relatively low, premium
market patrons usually have higher minimum bets. Despite its targeted marketing efforts, there can be no
assurance that the premium market customers will be incentivized to play in City of Dreams Manila rather than
in comparable properties in Macau or elsewhere in the region, as these players may be unfamiliar with the
Philippines or refuse to change their normal gaming destination. If MRP is unable to expand in the premium
market as it intends, this would adversely affect its and/or our business and results of operations.
Changes in public acceptance of gaming in the Philippines may adversely affect City of Dreams Manila.
Public acceptance of gaming changes periodically in various gaming locations in the world and
represents an inherent risk to the gaming industry. In addition, the Philippine Catholic Church, community
groups, non-governmental organizations and individual government officials have, on occasion, taken strong and
explicit stands against gaming. PAGCOR has in the past been subject to lawsuits by individuals trying to halt the
construction of casinos in their communities. Church leaders have on occasion called for the abolition of
PAGCOR. There can be no guarantee that negative sentiments will not be expressed in the future against City of
Dreams Manila or integrated casino resorts in general, which may reduce the number of visitors to City of
Dreams Manila and materially and adversely affect our business, financial condition and results of operations.
MRP may be unable to successfully register City of Dreams Manila as a tourism enterprise zone with the
Philippine Tourism Infrastructure and Enterprise Zone Authority, an agency of the Philippine Department of
Tourism (“TIEZA”).
While Melco Resorts Leisure intends to apply for a designation as a tourism enterprise with TIEZA,
there can be no assurance that TIEZA will approve the designation of Melco Resorts Leisure as a tourism
enterprise. If Melco Resorts Leisure is unable to register as a tourism enterprise with TIEZA, it will not be
entitled to certain fiscal incentives provided to some of Melco Resorts Leisure’s competitors that are registered as
tourism enterprises under TIEZA. For example, MRP’s liability for value added tax (“VAT”) on its sales largely
depends on whether it may avail itself of tax incentives under TIEZA. If tax incentives under TIEZA are not
available to MRP, it will be liable for VAT, which may result in a material adverse effect on our business and
prospects, financial condition, results of operations and cash flows.
In addition, if Melco Resorts Leisure is able to register as a tourism enterprise with TIEZA, it will then
be required to withdraw its current registration as a tourism economic zone enterprise with the Philippine
42
Economic Zone Authority. The process of shifting from a tourism economic zone enterprise under the Philippine
Economic Zone Authority to a tourism enterprise under TIEZA is uncertain. There is also uncertainty with
respect to the fiscal incentives that may be provided to a registered tourism enterprise under TIEZA. Any of the
foregoing results could have a material adverse effect on our business, financial condition and results of
operations.
However, several bills were previously passed and are currently pending in the Philippine legislature
with a view towards rationalizing fiscal incentives currently granted to certain enterprises and activities,
including tourism enterprises. It is uncertain whether these bills will be passed into law, or what the effect, if any,
will be on the incentives currently granted to qualified tourism enterprises under the Tourism Act of 2009.
MRP’s gaming operations are dependent on the Regular License issued by PAGCOR.
PAGCOR regulates all gaming activities in the Philippines except for lottery, sweepstakes, jueteng,
horse racing and gaming inside the Cagayan Export Zone. City of Dreams Manila’s gaming areas may only
legally operate under the Regular License granted by PAGCOR, which imposes certain requirements on the
Melco Philippine Parties and their service providers. The Regular License is also subject to suspension or
termination upon the occurrence of certain events. The requirements imposed by the Regular License include,
among others:
•
•
•
•
•
payment of monthly license fees to PAGCOR;
maintenance of a debt-to-equity ratio (based on calculation as agreed with PAGCOR) for each of the
Philippine Licensees of no greater than 70:30;
at least 95.0% of the total employees of City of Dreams Manila must be Philippine citizens;
2.0% of certain casino revenues must be remitted to a foundation devoted to the restoration of cultural
heritage and 5.0% of certain non-gaming revenues to PAGCOR; and
operation of only the authorized casino games approved by PAGCOR.
Moreover, certain provisions and requirements of the Regular License are open to different
interpretations and have not been interpreted by Philippine courts or made subject to more detailed interpretative
rules. There is no guarantee that the Melco Philippine Parties’ proposed mode of compliance with these or other
requirements of the Regular License will be free from administrative or judicial scrutiny in the future. Any
difference in interpretation between PAGCOR and MRP with respect to the Regular License could result in
sanctions against the Melco Philippine Parties, including fines or other penalties, such as suspension or
termination of the Regular License.
There can be no assurance that the Philippine Licensees will be able to continuously comply with all of
the Regular License’s requirements, or that the Regular License will not be modified to contain more onerous
terms or amended in such a manner that would cause the Philippine Licensees to lose interest in the operation of
City of Dreams Manila. If the Regular License is materially altered or revoked for any reason, including the
failure by any of the Philippine Licensees to comply with its terms, MRP may be required to cease City of
Dreams Manila’s gaming operations, which would have a material adverse effect on our business, financial
condition and results of operations. In addition, a failure in the internal control systems of MRP may cause
PAGCOR to adversely modify or revoke the Regular License. Finally, the Regular License will terminate in
2033, coinciding with the PAGCOR Charter’s termination, and there is no guarantee that the PAGCOR Charter
or the Regular License will be renewed.
In addition, City of Dreams Manila’s gaming operations is highly regulated in the Philippines. As
PAGCOR is also a gaming operator, there can be no assurance that PAGCOR will not withhold certain approvals
from the Melco Philippine Parties in order to favor its own gaming operations. PAGCOR may also modify or
43
impose additional conditions on its licensees or impose restrictions or limitations on Melco Resorts Leisure’s
casino operations that would interfere with Melco Resorts Leisure’s ability to provide VIP services, which could
adversely affect MRP’s business, financial condition and results of operations.
City of Dreams Manila may be required to obtain an additional legislative franchise, in addition to its Regular
License.
On August 2, 2017, House Bill No. 6111 was passed which proposed the creation of the Philippine
Amusements and Gaming Authority, or PAGA, which will replace PAGCOR as the regulatory agency of gaming
activities in the Philippines. Also under House Bill No. 6111, the holders of gaming licenses in the Philippines,
including the Philippine Licensees, will be required to obtain from the Congress a legislative franchise to operate
gambling casinos, gaming clubs and other similar gambling enterprises within one year from the date of the
proposed law’s effectiveness. Non-compliance will result in the operations of holders of gaming licenses in the
Philippines, including the Philippine Licensees, to be considered as illegal. On October 2, 2017, House Bill
No. 6514 was passed whose provisions are essentially similar to House Bill No. 6111, particularly on the need
for holders of gaming licenses in the Philippines, including the Philippine Licensees, to obtain from Congress a
legislative franchise within one year from the date of the proposed law’s effectiveness.
It is not yet known if House Bills 6111 and 6514, in their current form, will be approved by the Senate
or signed into law by the President. In the event that House Bills 6111 and 6514 are signed into law, City of
Dreams Manila may be required to obtain an additional legislative franchise in addition to its Regular License
and there can be no assurance that such a franchise, which generally requires legislative approval after public
hearings, will be granted. In addition, the Regular License may be subject to amendment or repeal by Congress.
In the event City of Dreams Manila is not granted any required franchise, or the Regular License is materially
amended or repealed, the operation of City of Dreams Manila may cease, which would have a material adverse
effect on our business, financial condition and results of operations.
There exists uncertainty over whether holders of gaming licenses in the Philippines, including the gaming
operations of our Philippine subsidiaries, will be subject to corporate income, value added or other tax
assessments, in addition to the license fees paid to PAGCOR.
There exists uncertainty over whether holders of gaming licenses in the Philippines, including the
gaming operations of our Philippine subsidiaries, will be subject to corporate income tax at the rate of 30%,
value-added tax and other tax assessments in addition to the license fees paid to PAGCOR pursuant to the
Regular License. On March 2011, the Supreme Court of the Philippines issued an order implicitly revoking
PAGCOR’s exemption from corporate income tax under the PAGCOR Charter and removing PAGCOR from the
list of government-owned and controlled corporations that are exempt from paying corporate income tax.
Subsequently, in April 2013, the Bureau of Internal Revenue of the Philippines (“BIR”) issued a circular
indicating that PAGCOR and its licensees and contractees are subject to corporate income tax on their gambling,
casino, gaming club and other similar recreation or amusement and gaming pool operations.
In connection with the 2011 Supreme Court decision described above, PAGCOR, in May 2014, issued
a regulation allowing holders of gaming licenses in the Philippines and the other casino operators to reallocate
ten percent (10%) of the monthly Licensee Fees to be remitted to PAGCOR. This 10% would be used to pay any
corporate income tax that may be levied against such license holders and the other casino operators at the end of
the fiscal year, and any remaining amount after paying such tax would be remitted to PAGCOR. On August 15,
2016, PAGCOR advised the holders of gaming licenses in the Philippines that the reallocation of the 10% of the
Licensee Fees will be discontinued. In February 2015, the Supreme Court of the Philippines issued another
decision stating that PAGCOR’s income from its gaming operations can only be subject to a five percent (5%)
franchise tax, and not corporate income tax. In addition, the Supreme Court of the Philippines in its February
2015 decision ruled that despite amendments to the National Internal Revenue Code, the PAGCOR Charter
remains in effect, and thus, income from gaming operations shall not be subject to corporate income tax. In
44
August 2016, the Supreme Court of the Philippines accepted the petition filed by Bloomberry Resorts and Hotels,
Inc., one of the four PAGCOR licensees and operator of Solaire, against the BIR to cease and desist from
imposing corporate income tax on income derived from gaming operations. The BIR filed a motion for
reconsideration of the August 2016 decision, which the Supreme Court of the Philippines denied in November
2016, and which denial has become final and executory.
Notwithstanding the 2015 and 2016 Supreme Court decisions described above, BIR has taken various
measures to impose corporate income, value added and other taxes on income derived from gaming operations in
the Philippines. In light of the actions and positions taken by BIR, it is uncertain whether the 2015 and 2016
Supreme Court decision described above would be enforced and there is no assurance that the 2016 Supreme
Court decision would be applicable to holders of gaming licenses in the Philippines, including our Philippine
subsidiaries. Furthermore, there is no assurance that the gaming operations of our Philippine subsidiaries would
not become subject to value added and other tax assessments imposed by BIR and other Philippine authorities.
Any assessment of corporate income, value added or other taxes on the gaming operations of our Philippine
subsidiaries may be significant in amount and any requirement to pay such taxes would have a material adverse
effect on our business, financial condition and results of operations.
On December 19, 2017, Republic Act No. 10963, or the Tax Reform for Acceleration and Inclusion
Act (“TRAIN”), was signed into law and took effect on January 1, 2018. The TRAIN changed existing tax laws
and included several provisions that will generally affect businesses on a prospective basis. Any future
amendment on the TRAIN, such as changes on the application of value added and corporate income taxes, as
they apply to PAGCOR or the casinos, may have significant impact on our business.
The Philippine Licensees may further be subject to other forms of taxes that may be implemented by
the Philippine government in the future.
MRP is exposed to risks in relation to MRP’s previous business activities and industry.
Prior to our acquisition of MRP, MRP’s primary business was the manufacture and processing of
pharmaceutical products. The pharmaceuticals industry is highly regulated in the Philippines and abroad. There
can be no assurance that MRP will not be involved in or subject to claims, allegations or suits with respect to its
previous activities in the pharmaceutical industry for which MRP may not be insured fully or at all. Although
MRP has indemnities as to certain liabilities or claims or other protections put in place, any adverse claim or
liability imputed to MRP with respect to its previous business activities could have a material adverse effect on
its business and prospects, financial condition, results of operations and cash flow.
Our Philippine operations may be adversely affected by policy changes in the Philippines.
Our Philippine operations may be adversely affected by changes in policies due to changes in
government personnel in the Philippines, including but not limited to any changes following elections in the
Philippines. There can be no assurance that newly elected or appointed officials will not modify previous policies
in relation to the development and operation of integrated tourism resorts in the Philippines, tax incentives
extended to their developers or operators or policies on gaming and tourism in the Philippines in general. Newly
elected or appointed officials may also impose more stringent or additional conditions on gaming licenses or seek
to discourage Philippine citizens from gambling by imposing restrictions. We are unable to predict whether new
officials will seek to further alter or impose stricter conditions relating to gaming in the Philippines. Adverse
changes in policies and regulations by the current administration or any officials elected or appointed in the
future in the Philippines could disrupt the operations of our Philippine subsidiaries and materially and adversely
affect our financial condition and results of operations.
45
Risks Relating to Our Corporate Structure and Ownership
Our controlling shareholder has a substantial influence over us, and its interests in our business may be
different than yours.
As of April 11, 2018, Melco International’s beneficial shareholding in Melco Resorts & Entertainment
is approximately 51.06%. There are risks associated with the possibility that Melco International may: (i) have
economic or business interests or goals that are inconsistent with ours; (ii) have operations and projects
elsewhere in Asia or other countries that compete with our businesses in Macau and the Philippines and for
available resources and management attention; (iii) take actions contrary to our policies or objectives; or
(iv) have financial difficulties. In addition, there is no assurance that the laws and regulations relating to foreign
investment in Melco International’s governing jurisdictions will not be altered in such a manner as to result in a
material adverse effect on our business and operating results.
In addition, Melco International has the power, among other things, to elect or appoint all of the
directors to our board, including our independent directors, appoint and change our management, affect our legal
and capital structure and our day-to-day operations, approve material mergers, acquisitions, dispositions and
other business combinations and approve any other material transactions and financings. These actions may be
taken in many cases without the approval of other shareholders and the interests of Melco International may
conflict with your interests as minority shareholders.
Melco International may pursue additional casino projects in Asia or elsewhere, which, along with its current
operations, may compete with our projects in Macau and the Philippines, which could have material adverse
consequences to us and the interests of our minority shareholders.
Melco International may take action to construct and operate new gaming projects located in other
countries in the Asian region or elsewhere, which, along with its current operations, may compete with our
projects in Macau and the Philippines and could have adverse consequences to us and the interests of our
minority shareholders. We could face competition from these other gaming projects as well as competition from
regional competitors. We expect to continue to receive significant support from Melco International in terms of
its local experience, operating skills, international experience and high standards. Should Melco International
decide to focus more attention on casino gaming projects located in other areas of Asia or elsewhere that may be
expanding or commencing their gaming industries, or should economic conditions or other factors result in a
significant decrease in gaming revenues and number of patrons in Macau and/or the Philippines,
Melco International may make strategic decisions to focus on their other projects rather than us, which could
adversely affect our growth.
Casinos and integrated gaming resorts are becoming increasingly popular in Asia, giving rise to more
opportunities for industry participants and increasing regional competition. We cannot guarantee you that
Melco International will make strategic and other decisions which do not adversely affect our business.
Changes in our share ownership, including a change of control of our subsidiaries’ shares, could result in our
subsidiaries’ inability to draw loans or cause events of default under our subsidiaries’ indebtedness, or could
require our subsidiaries to prepay or make offers to repurchase certain indebtedness.
Credit facility agreements relating to certain of our indebtedness contain change of control provisions,
including in respect of our obligations relating to our control and/or ownership of certain of our subsidiaries and
their assets. Under the terms of such credit facility agreements, the occurrence of certain change of control
events, including a decline below certain thresholds in the aggregate direct or indirect shareholdings of certain of
our subsidiaries held by us and/or Melco International or certain of our subsidiaries (as the case may be) may
result in an event of default and/or a requirement to prepay the credit facilities in relation to such indebtedness in
full. Other applicable change of control events under the credit facility agreements include the Company ceasing
to be publicly listed on certain designated stock exchanges or steps being taken in connection with the liquidation
or dissolution of certain of our subsidiaries.
46
The terms of the Studio City Notes, 2017 Senior Notes and Philippine Notes also contain change of
control provisions whereby the occurrence of a relevant change of control event will require us to offer to
repurchase the Studio City Notes, 2017 Senior Notes or Philippine Notes (as the case may be) (and, in the case of
a change of control event under the 2017 Senior Notes, which is accompanied by a ratings decline) at a price
equal to 101% of their principal amount, plus accrued and unpaid interest and, if any, additional amounts and
other amount specified under such indebtedness to the date of repurchase.
Any occurrence of these events could be outside our control and could result in events of default and
cross-defaults which may cause the termination and acceleration of our credit facilities, the Studio City Notes,
2017 Senior Notes and Philippine Notes and potential enforcement of remedies by our lenders or note holders (as
the case may be), which would have a material adverse effect on our financial condition and results of operations.
Risks Relating to Our Financing and Indebtedness
Our current, projected and potential future indebtedness could impair our financial condition, which could
further exacerbate the risks associated with our significant leverage.
We have incurred and expect to incur, based on current budgets and estimates, secured and unsecured
long-term indebtedness.
•
•
•
•
•
•
•
•
•
•
•
•
Our major outstanding indebtedness as of December 31, 2017 includes:
approximately HK$3.4 billion (equivalent to approximately US$0.4 billion) under the 2015 Credit
Facilities;
US$1.0 billion from Melco Resorts Finance’s issuance of the 2017 Senior Notes;
US$1.2 billion from Studio City Company’s issuance of the 2016 Studio City Notes;
US$825.0 million from Studio City Finance’s issuance of the 2012 Studio City Notes;
HK$1.0 million (equivalent to approximately US$0.1 million) under the 2021 Studio City Senior
Secured Credit Facility; and
PHP7.5 billion (equivalent to approximately US$150.2 million) from Melco Resorts Leisure’s issuance
of the Philippine Notes.
Our expected long-term indebtedness includes:
financing for a significant portion of any future projects or phases of projects. Additionally, we may
incur indebtedness for the remaining project for Studio City, depending upon our cash flow position
during the construction period.
Our significant indebtedness could have material consequences. For example, it could:
make it difficult for us to satisfy our debt obligations;
increase our vulnerability to general adverse economic and industry conditions;
impair our ability to obtain additional financing in the future for working capital needs, capital
expenditures, acquisitions or general corporate purposes;
require us to dedicate a significant portion of our cash flow from operations to the payment of principal
and interest on our debt, which would reduce the funds available to us for our operations or expansion
of our existing operations;
limit our flexibility in planning for, or reacting to, changes in our business and the industry in which we
operate;
47
•
•
•
•
place us at a competitive disadvantage as compared to our competitors, to the extent that they are not as
leveraged;
subject us to higher interest expenses in the event of increases in interest rates to the extent a portion of
our indebtedness bears interest at variable rates;
cause us to incur additional expenses by hedging interest rate exposures of our indebtedness and
exposure to hedging counterparties’ failure to pay under such hedging arrangements, which would
reduce the funds available to us to fund our operations; and
in the event we or one of our subsidiaries were to default, result in the loss of all or a substantial
portion of our and/or our subsidiaries’ assets over which our creditors have taken or will take security.
Any of these or other consequences or events could have a material adverse effect on our ability to
satisfy our other obligations.
We may require additional financing to complete our investment projects, which may not be available on
satisfactory terms or at all.
We have funded our capital investment projects through, among others, cash generated from our
operations, credit facilities and the issuance of debt securities. We may require additional financing in the future
for our capital investment projects, which we may raise through debt or equity financing. We may be required to
obtain approval from, or consent of, or notify relevant government authorities or third parties in order to enter
into such financings. There is no assurance that we would be able to obtain any required approval or consent
from the relevant government authorities or third parties with respect to such financing in a timely manner or at
all.
Any financing related to our capital investment projects may also be subject to, among others, the
terms of credit facilities, the 2017 Senior Notes, the Studio City Notes, the Philippine Notes and any future
financings. In addition, our ability to obtain debt or equity financing on acceptable terms depends on a variety of
factors that are beyond our control, including market conditions, investors’ and lenders’ perceptions of, and
demand for, debt and equity securities of gaming companies, credit availability and interest rates. For example,
changes in ratings outlooks may subject us to rating agency downgrades, which could make it more difficult for
us to obtain financing on acceptable terms. As a result, we cannot assure you that we will be able to obtain
sufficient financing on terms satisfactory to us, or at all, to finance our capital investment projects. If we are
unable to obtain such funding, our business, cash flow, financial condition, results of operations and prospects
could be materially and adversely affected. We continue to explore opportunities and may, from time to time,
seek to obtain new financings or refinance our outstanding debt through the international markets. Any such
financing, and our evaluation thereof, will depend on the prevailing market conditions, our liquidity
requirements, contractual restrictions and other factors. The amounts involved may be material.
We may not be able to generate sufficient cash flow to meet our debt service obligations.
Our ability to make scheduled payments due on our existing and anticipated indebtedness obligations,
including our credit facilities, the 2017 Senior Notes, Studio City Notes and Philippine Notes, to refinance and to
fund working capital needs, planned capital expenditures and development efforts will depend on our ability to
generate cash. We will require generation of sufficient operating cash flow from our projects to service our
current and future projected indebtedness. Our ability to obtain cash to service our existing and projected debt is
subject to a range of economic, financial, competitive, legislative, regulatory, business and other factors, many of
which are beyond our control, including:
•
•
our future operating performance;
the demand for services that we provide;
48
•
•
•
•
general economic conditions and economic conditions affecting Macau, the Philippines or the gaming
industry in particular;
our ability to hire and retain employees and management at a reasonable cost;
competition; and
legislative and regulatory factors affecting our operations and business.
We may not be able to generate sufficient cash flow from operations to satisfy our existing and
projected indebtedness obligations or our other liquidity needs, in which case we may have to seek additional
borrowings or undertake alternative financing plans, such as refinancing or restructuring our indebtedness,
selling assets, reducing or delaying capital investments or seek to raise additional capital on terms that may be
onerous or highly dilutive, any of which could have a material adverse effect on our operations. Our ability to
incur additional borrowings or refinance our indebtedness, including our credit facilities, the 2017 Senior Notes,
Studio City Notes and Philippine Notes, will depend on the condition of the financing and capital markets, our
financial condition at such time and potentially governmental approval. We cannot assure you that any additional
borrowing, refinancing or restructuring would be possible or that any assets could be sold or, if sold, the timing
of any sale or the amount of proceeds that would be realized from any such sale. We cannot assure you that
additional financing could be obtained on acceptable terms, if at all, or would be permitted under the terms of our
various debt instruments then in effect, including the indentures governing the 2017 Senior Notes, Studio City
Notes and Philippine Notes. In addition, any failure to make scheduled payments of interest or principal on our
outstanding indebtedness would likely result in a reduction of our credit rating, which would harm our ability to
incur additional indebtedness on commercially reasonable terms or at all. Our failure to generate sufficient cash
flow to satisfy our existing and projected indebtedness obligations or other liquidity needs, or to refinance our
obligations on commercially reasonable terms or at all, could have a material adverse effect on our business,
financial condition and results of operations.
The agreements governing our credit facilities and debt instruments contain certain covenants that restrict our
ability to engage in certain transactions and may impair our ability to respond to changing business and
economic conditions or otherwise take actions that may be in our best interests.
The agreements governing our credit facilities and debt instruments contain restrictions on our ability
to engage in certain transactions and may limit our ability to respond to changing business and economic
conditions or otherwise take actions that may be in our best interests. These restrictions include, among other
things, limitations on our ability and the ability of our restricted subsidiaries or other members of our obligor
group to:
•
•
•
•
•
•
•
•
•
•
pay dividends or distributions or repurchase equity;
make loans, payments on certain indebtedness, distributions and other restricted payments or apply
revenues earned in one part of our operations to fund development costs or cover operating losses in
another part of our operations;
incur additional debt, including guarantees;
make certain investments;
create liens on assets to secure debt;
enter into transactions with affiliates;
issue shares of subsidiaries;
enter into sale-leaseback transactions;
engage in other businesses;
merge or consolidate with another company;
49
•
•
•
•
•
•
undergo a change of control;
transfer, sell or otherwise dispose of assets;
issue disqualified stock;
create dividend and other payment restrictions affecting subsidiaries;
designate restricted and unrestricted subsidiaries; and
vary Melco Resorts Macau’s Subconcession Contract or Melco Resorts Macau’s and certain of its
subsidiaries’ land concessions and certain other contracts.
Certain of our credit facilities and debt instruments also require us to satisfy various financial
covenants, which include requirements for minimum interest coverage ratio and leverage ratios. For more
information on financial covenants we are subject to under our credit facilities and debt instruments, see note 11
to the consolidated financial statements included elsewhere in this annual report. Future indebtedness or other
agreements may contain covenants more restrictive than those contained in our existing credit facilities and debt
instruments.
In addition, certain of our credit facilities and debt instruments are secured by mortgages, assignment
of land use rights, leases or equivalents, security over shares, charges over bank accounts, security over assets
and other customary security over the assets of our Macau subsidiaries. In the event of a default under such credit
facilities and debt instruments, the holders of such secured indebtedness would first be entitled to payment from
their collateral security, and only then would holders of our Macau subsidiaries’ unsecured debt be entitled to
payment from their remaining assets.
Our ability to comply with the terms of our outstanding credit facilities and debt instruments may be
affected by general economic conditions, industry conditions and other events outside of our control. As a result,
we may not be able to maintain compliance with these covenants. In addition, if our properties’ operations fail to
generate adequate cash flow, we may violate these covenants, causing a default under our agreements, upon
which creditors could terminate their commitments to lend to us, accelerate repayment of the debt and declare all
amounts borrowed due and payable or terminate the agreements, as the case may be. Furthermore, our credit
facilities and debt instruments contain cross-acceleration or cross-default provisions, as a result of which our
default under one facility or instrument may cause the acceleration of repayment of debt or result in a default
under our other facilities or instruments. If any of these events occur, we cannot assure you that our assets and
cash flow would be sufficient to repay in full all of our indebtedness, or that we would be able to find alternative
financing. Even if we do obtain alternative financing, we cannot assure you that it would be on terms that are
favorable or acceptable to us.
Drawdown or rollover of advances under our credit facilities involve satisfaction of extensive conditions
precedent and our failure to satisfy such conditions precedent will result in our inability to utilize or roll over
loan advances under such facilities. There is no assurance that we will be able to satisfy all conditions
precedent under our current or future credit facilities.
Our current and future credit facilities, including the 2015 Credit Facilities and the 2021 Studio City
Senior Secured Credit Facility, require and will require satisfaction of extensive conditions precedent prior to the
advance or rollover of loans under such facilities. The satisfaction of such conditions precedent may involve
actions of third parties and matters outside of our control, such as government consents and approvals. If there is
a breach of any terms or conditions of our credit facilities or other obligations and the breach is not cured or
capable of being cured, such conditions precedent will not be satisfied. The inability to draw down or roll over
loan advances under any credit facility may result in a funding shortfall in our operations and we may not be able
to fulfill our obligations as planned. Such events may also result in an event of default under the respective credit
facility and may also trigger cross-defaults under our other indebtedness obligations. There can be no assurance
50
that all conditions precedent to draw down or roll over loan advances under our credit facilities will be satisfied
in a timely manner or at all. If we are unable to draw down or roll over loan advances under any current or future
facility, we may have to find a new group of lenders and negotiate new financing terms or consider other
financing alternatives. If required, it is possible that new financing would not be available or would have to be
procured on substantially less attractive terms, which could harm the economic viability of the relevant
development project. The need to arrange such alternative financing would likely also delay the construction and/
or operations of our future projects or existing properties, which would affect our cash flows, results of
operations and financial condition.
Any inability to maintain current financing or obtain future financing could result in delays in our project
development schedule and could impact our ability to generate revenues from operations at our present and
future projects.
If we are unable to maintain our current financing arrangements or obtain suitable financing for our
operations and our current or future projects (including any acquisitions we may make), such failure could
adversely impact our existing operations, or cause delays in, or prevent completion of, the development of
Morpheus, the third phase of City of Dreams, and the remaining land for Studio City and any other future
projects. In addition, such failure may also limit our ability to operate and expand our business and may
adversely impact our ability to generate revenue. Furthermore, the costs incurred by any new financing may be
greater than anticipated due to unfavorable market conditions. Any such increase in funding costs may have a
negative impact on our revenue and financial condition.
Risks Relating to Our Shares and ADSs
The trading price of our ADSs has been volatile since our ADSs began trading on Nasdaq and may be subject
to fluctuations in the future. The market price for our shares may also be volatile, which could result in
substantial losses to investors.
The trading price of our ADSs has been and may continue to be subject to wide fluctuations. Our ADSs
were first quoted on the Nasdaq Global Market, or Nasdaq, beginning on December 19, 2006, and were upgraded
to trade on the Nasdaq Global Select Market since January 2, 2009. During the period from December 19, 2006
to April 11, 2018, the trading prices of our ADSs ranged from US$2.27 to US$45.70 per ADS and the closing
sale price on April 11, 2018 was US$29.31 per ADS. The market price for our shares and ADSs may continue to
be volatile and subject to wide fluctuations in response to factors, including the following:
•
•
•
•
•
•
•
•
•
•
uncertainties or delays relating to the financing, completion and successful operation of our projects;
developments in the Macau market, the Philippine market or other Asian gaming markets, including
the announcement or completion of major new projects by our competitors;
general economic, political or other factors that affect the region where our properties are located;
regulatory developments affecting us or our competitors;
actual or anticipated fluctuations in our quarterly operating results;
announcements of new investments, acquisitions, strategic partnerships or joint ventures by us or our
competitors;
changes in financial estimates by securities research analysts;
changes in the economic performance or market valuations of other gaming and leisure industry
companies;
changes in our market share of the Macau gaming market and/or the Philippine gaming market;
detrimental adverse publicity about us, our properties or our industries;
51
•
•
•
•
•
•
addition or departure of our executive officers and key personnel;
fluctuations in the exchange rates between the U.S. dollar, H.K. dollar, Pataca, Renminbi and
Philippine peso;
release or expiration of lock-up or other transfer restrictions on our outstanding shares or ADSs;
sales or perceived sales of additional shares or ADSs or securities convertible or exchangeable or
exercisable for shares or ADSs;
potential litigation or regulatory investigations; and
rumors related to any of the above, irrespective of their veracity.
In addition, the securities market has from time to time experienced significant price and volume
fluctuations that are not related to the operating performance of particular companies. These market fluctuations
may also have a material adverse effect on the market price of our ADSs.
In the past, shareholders of public companies have often brought securities class action suits against
those companies following periods of instability in the market price of their securities. If we were involved in a
class action suit, it could divert a significant amount of our management’s attention and other resources from our
business and operations and require us to incur significant expenses to defend the suit, which could harm our
results of operations. Any such class action suit, whether or not successful, could harm our reputation and restrict
our ability to raise capital in the future. In addition, if a claim is successfully made against us, we may be
required to pay significant damages, which could have a material adverse effect on our financial condition and
results of operations.
We cannot assure you that we will make dividend payments in the future.
On January 12, 2017, we announced a special dividend of approximately US$650 million. On
February 8, 2018, we announced a quarterly dividend policy targeting to distribute quarterly cash dividends of
US$0.045 per ordinary share of the Company (equivalent to US$0.135 per ADS), subject to our ability to pay
dividends from our accumulated and future earnings, cash availability and future commitments. We cannot
assure you that we will make any dividend payments on our shares in the future. Dividend payments will depend
upon a number of factors, including our results of operations, earnings, capital requirements and surplus, general
financial conditions, contractual restrictions and other factors considered relevant by our board.
Except as permitted under the Companies Law, as amended, of the Cayman Islands, or the Companies
Law, and the common law of the Cayman Islands, we are not permitted to distribute dividends unless we have a
profit, realized or unrealized, or a reserve set aside from profits which our directors determine is no longer
needed. Our ability, or the ability of our subsidiaries, to pay dividends is further subject to restrictive covenants
contained in the 2015 Credit Facilities, Studio City Notes, 2021 Studio City Senior Secured Credit Facility and
other agreements governing indebtedness we and our subsidiaries may incur. Such restrictive covenants
contained in the 2015 Credit Facilities include satisfaction of certain financial tests and conditions such as
continued compliance with specified interest cover, cash cover and leverage ratios. The Studio City Notes and
2021 Studio City Senior Secured Credit Facility also contain certain covenants restricting payment of dividends
by Studio City Finance (under the 2012 Studio City Notes) and Studio City Investments (under the 2016 Studio
City Notes and 2021 Studio City Senior Secured Credit Facility) and their respective subsidiaries, respectively.
For more details, see “Item 5. Operating and Financial Review and Prospects — B. Liquidity and Capital
Resources — Indebtedness.”
Substantial sales or perceived sales of our shares or ADSs in the public market could cause the price of our
ADSs and shares to decline.
Sales of our ADSs or shares in the public market, or the perception that these sales could occur, could
cause the market price of our shares and ADSs to decline. There is no assurance that Melco International will not
52
sell all or a part of its ownership interest in us. Any sale of their interest may be subject to volume and other
restrictions, as applicable, under Rule 144 under the Securities Act of 1933, or the Securities Act. To the extent
these or other shares are sold into the market, the market price of our shares and ADSs could decline. The ADSs
represent interests in our shares. We would, subject to market forces, expect there to be a close correlation in the
price of our ADSs and the price of the shares and any factors contributing to a decline in one market is likely to
result to a similar decline in another.
In addition, Melco International has the right to cause us to register the sale of their shares under the
Securities Act, subject to the terms of the registration rights agreement. Registration of these shares under the
Securities Act would result in these shares becoming eligible for deposit in exchange for freely tradable ADSs
without restriction under the Securities Act immediately upon the effectiveness of the registration statement.
Sales of these registered shares in the public market could cause the price of our share and ADSs to decline.
Any decision by us to raise further equity in the markets in the U.S., which would result in dilution to
existing shareholders, could cause the price of our ADSs and shares to decline.
Techniques employed by short sellers may drive down the market price of our ADSs.
Short selling is the practice of selling securities that the seller does not own but rather has borrowed
from a third party with the intention of buying identical securities back at a later date to return to the lender. The
short seller hopes to profit from a decline in the value of the securities between the sale of the borrowed
securities and the purchase of the replacement shares, as the short seller expects to pay less in that purchase than
it received in the sale. As it is in the short seller’s interest for the price of the security to decline, many short
sellers publish, or arrange for the publication of, negative opinions regarding the relevant issuer and its business
prospects in order to create negative market momentum and generate profits for themselves after selling a
security short. These short attacks have, in the past, led to selling of shares in the market.
Public companies that have substantially all of their operations in Greater China have been the subject
of short selling. Much of the scrutiny and negative publicity has centered on allegations of a lack of effective
internal control over financial reporting resulting in financial and accounting irregularities and mistakes,
inadequate corporate governance policies or a lack of adherence thereto and, in many cases, allegations of fraud.
As a result, many of these companies are now conducting internal and external investigations into the allegations
and, in the interim, are subject to shareholder lawsuits and/or SEC enforcement actions.
It is not clear what effect such negative publicity could have on us. If we were to become the subject of
any unfavorable allegations, whether such allegations are proven to be true or untrue, we could have to expend a
significant amount of resources to investigate such allegations and/or defend ourselves. While we would strongly
defend against any such short seller attacks, we may be constrained in the manner in which we can proceed
against the relevant short seller by principles of freedom of speech, applicable state law or issues of commercial
confidentiality. Such a situation could be costly and time-consuming, and could distract our management from
growing our business. Even if such allegations are ultimately proven to be groundless, allegations against us
could severely impact our business operations, and any investment in our ADSs could be greatly reduced or even
rendered worthless.
Holders of ADSs have fewer rights than shareholders and must act through the depositary to exercise those
rights.
Holders of ADSs do not have the same rights of our shareholders and may only exercise the voting
rights with respect to the underlying ordinary shares of the depositary and in accordance with the provisions of
the deposit agreement. Advance notice of at least seven days is required for the convening of our annual general
meeting and other shareholders meetings. When a general meeting is convened, you may not receive sufficient
notice of a shareholders’ meeting to permit you to withdraw ordinary shares represented by your ADSs to allow
53
you to cast your vote with respect to any specific matter. In addition, the depositary and its agents may not be
able to send voting instructions to you or carry out your voting instructions in a timely manner. We will make all
reasonable efforts to cause the depositary to extend voting rights to you in a timely manner, but we cannot assure
you that you will receive the voting materials in time to ensure that you can instruct the depositary to vote your
ADSs. The depositary and its agents will not be responsible for any failure to carry out any instructions to vote,
for the manner in which any vote is cast or for the effect of any such vote. As a result, you may not be able to
exercise your right to vote and you may lack recourse if your ADSs are not voted as you requested. In addition,
in your capacity as an ADS holder, you will not be able to convene a shareholder meeting.
You may be subject to limitations on transfers of your ADSs.
Your ADSs are transferable on the books of the depositary. However, the depositary may close its
transfer books at any time or from time to time when it deems expedient in connection with the performance of
its duties. In addition, the depositary may refuse to deliver, transfer or register transfers of ADSs generally when
our books or the books of the depositary are closed, or at any time if we deem or the depositary deems it
advisable to do so because of any requirement of law or of any government or governmental body, or under any
provision of the deposit agreement, or for any other reason.
Your right to participate in any future rights offerings may be limited, which may cause dilution to your
holdings, and you may not receive cash dividends if it is unlawful or impractical to make them available to
you.
We may, from time to time, distribute rights to our shareholders, including rights to acquire our
securities. However, we cannot make rights available to you in the United States unless we register the rights and
the securities to which the rights relate under the Securities Act or an exemption from the registration
requirements is available. Also, under the deposit agreement, the depositary bank will not make rights available
to you unless the distribution to ADS holders of both the rights and any related securities are either registered
under the Securities Act, or exempted from registration under the Securities Act. We are under no obligation to
file a registration statement with respect to any such rights or securities or to endeavor to cause such a
registration statement to be declared effective. Moreover, we may not be able to establish an exemption from
registration under the Securities Act. Accordingly, you may be unable to participate in our rights offerings and
may experience dilution in your holdings.
In addition, the depositary of our ADSs has agreed to pay to you the cash dividends or other
distributions it or the custodian receives on our ordinary shares or other deposited securities after deducting its
fees and expenses. You will receive these distributions in proportion to the number of ordinary shares your ADSs
represent. However, the depositary may, at its discretion, decide that it is unlawful, inequitable or impractical to
make a distribution available to any holders of ADSs. For example, the depositary may determine that it is not
practicable to distribute certain property through the mail, or that the value of certain distributions may be less
than the cost of mailing them. In these cases, the depositary may decide not to distribute such property and you
will not receive such distribution.
We are a Cayman Islands exempted company and, because judicial precedent regarding the rights of
shareholders is more limited under Cayman Islands law than that under U.S. law, you may have less
protection for your shareholder rights than you would under U.S. law.
We are an exempted company incorporated under the laws of the Cayman Islands. Our corporate
affairs are governed by our memorandum and articles of association, the Companies Law of the Cayman Islands
and the common law of the Cayman Islands. The rights of shareholders to take action against the directors,
actions by minority shareholders and the fiduciary duties of our directors to us under Cayman Islands law are to a
large extent governed by the common law of the Cayman Islands. The common law of the Cayman Islands is
derived in part from comparatively limited judicial precedent in the Cayman Islands as well as from the common
54
law of England, the decisions of whose courts are of persuasive authority, but are not binding, on a court in the
Cayman Islands. The rights of our shareholders and the fiduciary duties of our directors under Cayman Islands
law are not as clearly established as they would be under statutes or judicial precedent in some jurisdictions in
the United States. In particular, the Cayman Islands has a less developed body of securities laws than the United
States. Some U.S. states, such as Delaware, have more fully developed and judicially interpreted bodies of
corporate law than the Cayman Islands. In addition, Cayman Islands companies may not have standing to initiate
a shareholder derivative action in a federal court of the United States.
Shareholders of Cayman Islands exempted companies like us have no general rights under Cayman
Islands law to inspect corporate records (other than the memorandum and articles of association) or to obtain
copies of lists of shareholders of these companies. Our directors have discretion under our articles of association
to determine whether or not, and under what conditions, our corporate records may be inspected by our
shareholders, but are not obliged to make them available to our shareholders. This may make it more difficult for
you to obtain the information needed to establish any facts necessary for a shareholder motion or to solicit
proxies from other shareholders in connection with a proxy contest.
As a result of all of the above, our public shareholders may have more difficulty in protecting their
interests in the face of actions taken by management, members of the board of directors or controlling
shareholders than they would as shareholders of a U.S. public company.
You may have difficulty enforcing judgments obtained against us.
We are a Cayman Islands exempted company and substantially all of our assets are located outside of
the United States. All of our current operations, and administrative and corporate functions are conducted in
Macau, Hong Kong and the Philippines. In addition, substantially all of our directors and officers are nationals
and residents of countries other than the United States. A substantial portion of the assets of these persons are
located outside the United States. As a result, it may be difficult for you to effect service of process within the
United States upon these persons. It may also be difficult for you to enforce in Cayman Islands, Macau,
Hong Kong and Philippine courts judgments obtained in U.S. courts based on the civil liability provisions of the
U.S. federal securities laws against us and our officers and directors, most of whom are not residents in the
United States and the substantial majority of whose assets are located outside of the United States. In addition,
there is uncertainty as to whether the courts of the Cayman Islands, Macau, Hong Kong or the Philippines would
recognize or enforce judgments of U.S. courts against us or such persons predicated upon the civil liability
provisions of the securities laws of the United States or any state. In addition, it is uncertain whether such
Cayman Islands, Macau, Hong Kong or the Philippine courts would be competent to hear original actions
brought in the Cayman Islands, Macau, Hong Kong or the Philippines against us or such persons predicated upon
the securities laws of the United States or any state.
We may be classified as a passive foreign investment company for U.S. federal income tax purposes, which
could result in adverse U.S. federal income tax consequences to U.S. Holders of our ADSs or ordinary shares.
Based on the current market price of our ADSs and ordinary shares, and the composition of our
income, assets and operations, we do not believe we were a passive foreign investment company, or PFIC, for
our taxable year ended December 31, 2017. However, the application of the PFIC rules is subject to uncertainty
in several respects, and we cannot assure you that we will not be a PFIC for any taxable year. A non-U.S.
corporation will be a PFIC for any taxable year if either (i) at least 75% of its gross income for such year is
passive income or (ii) at least 50% of the value of its assets (based on a quarterly average) during such year is
attributable to assets that produce passive income or are held for the production of passive income. A separate
determination must be made after the close of each taxable year as to whether we were a PFIC for that year.
Because the value of our assets for purposes of the PFIC test will generally be determined by reference to the
market price of our ADSs and ordinary shares, a significant decrease in the market price of the ADSs and
ordinary shares may cause us to become a PFIC. In addition, changes in the composition of our income or assets
55
may cause us to become a PFIC. If we are a PFIC for any taxable year during which a U.S. Holder (as defined in
“Item 10. Additional Information — E. Taxation — United States Federal Income Taxation”) holds an ADS or
ordinary share, certain adverse U.S. federal income tax consequences could apply to such U.S. Holder. For
example, such U.S. Holder may incur a significantly increased U.S. federal income tax liability on the receipt of
certain distributions on our ADSs or ordinary shares or on any gain recognized from a sale or other disposition of
our ADSs or ordinary shares, and will become subject to burdensome reporting requirements. See “Item 10.
Additional Information — E. Taxation — United States Federal Income Taxation — Passive Foreign Investment
Company.”
56
ITEM 4.
INFORMATION ON THE COMPANY
A. HISTORY AND DEVELOPMENT OF THE COMPANY
Our Company was incorporated in December 2004 as an exempted company with limited liability
under the laws of the Cayman Islands. Our subsidiary Melco Resorts Macau is one of six companies licensed,
through concession or subconcession, to operate casinos in Macau. For more information on our corporate
structure, see “— C. Organizational Structure.”
In December 2006, we completed the initial public offering of our ADSs, each of which represents
three ordinary shares, and listed our ADSs on the Nasdaq under the symbol “MPEL.”
In May 2008, we changed our name from Melco PBL Entertainment (Macau) Limited to Melco Crown
Entertainment Limited.
In January 2009, we were upgraded to trade on the Nasdaq Global Select Market.
On July 27, 2011, we acquired a 60% equity interest in SCI, the developer of Studio City. Studio City
is a large-scale cinematically-themed integrated entertainment, retail and gaming resort developed in Macau.
On December 19, 2012, we completed the acquisition of a majority interest in the issued share capital
of MRP, a company listed on the Philippine Stock Exchange. Following the completion of our acquisition of
MRP, we transferred our 100% equity interest in Melco Resorts Leisure to MRP in March 2013. Melco Resorts
Leisure has been granted the exclusive right to manage, operate and control our Philippines integrated casino
resort project, City of Dreams Manila.
In May 2016, we repurchased 155 million ordinary shares from Crown Asia Investments. Following
completion of the repurchase with cancelation of such shares and certain changes in the composition of our board
of directors, Melco International became our single largest shareholder and we were treated as a subsidiary of
Melco International.
In February 2017, the Melco Acquisition closed, upon which Melco International became our sole
majority shareholder.
In March 2017, our name change from Melco Crown Entertainment Limited to Melco Resorts &
Entertainment Limited became effective.
In April 2017, our Nasdaq ticker symbol changed from “MPEL” to “MLCO.”
In May 2017, we issued and sold 27,769,248 ADSs (equivalent to 83,307,744 ordinary shares) and
81,995,799 ordinary shares and also repurchased 165,303,544 ordinary shares from Crown Asia Investments for
the aggregate purchase price of US$1.2 billion, and such repurchased shares were subsequently canceled by us.
For a description of our principal capital expenditures for the years ended December 31, 2017, 2016,
and 2015, see “Item 5. Operating and Financial Review and Prospects — B. Liquidity and Capital Resources.”
Our principal executive offices are located at 36th Floor, The Centrium, 60 Wyndham Street, Central,
Hong Kong. Our telephone number at this address is 852-2598-3600 and our fax number is 852-2537-3618. Our
website is www.melco-resorts.com. The information contained on our website is not part of this annual report on
Form 20-F.
57
B. BUSINESS OVERVIEW
Overview
We are a developer, owner and operator of casino gaming and entertainment casino resort facilities in
Asia. We currently have three major casino-based operations in Macau, namely, City of Dreams, Altira Macau
and Studio City, and non-casino based operations in Macau at our Mocha Clubs. We also have a casino-based
operation in the Philippines, City of Dreams Manila.
We are developing Morpheus, the third phase of City of Dreams in Cotai, Macau and are currently
reviewing the development plan and schedule for the remaining land for Studio City. We plan to develop
Morpheus into an iconic landmark and currently target its opening in the first half of 2018. With 1.0 million
square feet of hotel space and 0.3 million square feet of podium space, Morpheus is expected to house
approximately 770 rooms, suites and villas. For prevailing Macau market condition, see “Market and
Competition.”
Our current and future operations are designed to cater to a broad spectrum of gaming patrons, from
high-stakes rolling chip gaming patrons to gaming patrons seeking a broader entertainment experience. We
currently own and operate three Forbes 5-Star hotels in Macau — Altira Macau, Nüwa and Studio City’s Star
Tower — and received 11 Forbes 5-Star and four Forbes 4-Star ratings across our properties in 2018. We seek to
attract patrons throughout Asia and, in particular, from Greater China.
In the Philippines, Melco Resorts Leisure, a subsidiary of MRP, currently operates and manages City
of Dreams Manila, a casino, hotel, retail and entertainment integrated resort in the Entertainment City complex in
Manila.
In 2018, we received the “Gaming Operator of the Year, Australia & Asia” award at the International
Gaming Awards.
We generated a significant majority of the total revenues for each of the years ended December 31,
2015, 2016 and 2017 from our operations in Macau, the principal market in which we compete. For further
information on the Macau gaming market, see “— Market and Competition — Macau Gaming Market.”
Our Major Existing Operations
City of Dreams
City of Dreams is an integrated casino resort in Cotai, Macau, which opened in June 2009. City of
Dreams is a premium-focused property, targeting high-end customers and rolling chip players from regional
markets across Asia. As of December 31, 2017, City of Dreams operated approximately 475 gaming tables and
approximately 670 gaming machines.
The resort brings together a collection of brands to create an experience that appeals to a broad
spectrum of visitors from around Asia. Nüwa and The Countdown each offers approximately 300 guest rooms
and the Grand Hyatt Macau hotel offers approximately 800 guest rooms. Upon completion, Morpheus is
expected to offer approximately 770 rooms, suites and villas. In addition, City of Dreams includes approximately
25 restaurants and bars, approximately 95 retail outlets, recreation and leisure facilities, including health and
fitness clubs, three swimming pools, spas and salons and banquet and meeting facilities. The Club Cubic
nightclub offers approximately 2,395 square meters (equivalent to approximately 25,780 square feet) of live
entertainment space. SOHO, a lifestyle entertainment and dining precinct located on the second floor of City of
Dreams, offers customers a wide selection of food and beverage and other non-gaming offerings. Completion of
Morpheus will provide an additional pool, spa and salon, fitness club, executive lounge and four restaurants.
58
Due to its outstanding customer service and diverse range of unique world-class entertainment
experiences, City of Dreams has garnered numerous awards in the prestigious International Gaming Awards over
the years. City of Dreams was honored “Casino VIP Room of the Year” in 2014, “Integrated Resort of the Year”
in 2013, “Customer Experience of the Year” in 2012 and “Casino VIP Room” and “Casino Interior Design”
awards in 2011. It has also received the “Best Leisure Development in Asia Pacific” award in the International
Property Awards in 2010, which recognizes distinctive innovation and outstanding success in leisure
development. City of Dreams’ Nüwa (then branded as Crown Towers) was the first hotel brand in Macau to
receive the Forbes Travel Guide 5-Star distinction for its hotel, spa and every restaurant in January 2014. It was
recognized as a Forbes 5-Star hotel for the sixth consecutive year in 2018, and its spa, the contemporary French
restaurant The Tasting Room, the Cantonese culinary masterpiece Jade Dragon and the premium Japanese fine-
dining establishment Shinji by Kanesaka were all awarded Forbes 5-Star ratings. In addition, Jade Dragon and
The Tasting Room once again garnered Michelin two-star ratings in the Michelin Guide Hong Kong Macau 2018
while Shinji by Kanesaka maintained the one-star Michelin rating it was awarded in 2016. Jade Dragon was
included in the 2018 list of Asia’s 50 Best Restaurants, a gastronomic guide judged by Asia’s 50 Best
Restaurants Academy, for the second consecutive year, being the only Macau restaurant to be featured.
Moreover, Jade Dragon and The Tasting Room have been included in the list of top 20 Best Restaurants by Hong
Kong Tatler for five consecutive years since 2014, while Shinji by Kanesaka was also included in the list in 2017
and 2018.
The Dancing Water Theater, a wet stage performance theater with approximately 2,000 seats, features
the internationally acclaimed and award winning water-based extravaganza, The House of Dancing Water. The
House of Dancing Water is the live entertainment centerpiece of the overall leisure and entertainment offering at
City of Dreams and highlights City of Dreams as an innovative entertainment-focused destination, strengthening
the overall diversity of Macau as a multi-day stay market and one of Asia’s premier leisure and entertainment
destinations. The House of Dancing Water incorporates costumes, sets and audio-visual special effects and
showcases an international cast of performance artists. The HK$2.0 billion world-class production was awarded
the Excellence Award of the “Most Valuable Brand Award” by Business Awards of Macau in 2015. The show
also garnered the “Culture, Entertainment & Sporting Events Award” in the Effie China Awards in 2012 and the
prestigious “International THEA Award for Outstanding Achievement” from the Themed Entertainment
Association and was named the “Best Entertainment of Macau” in the 2011 Hurun Report.
Altira Macau
Altira Macau is designed to provide a casino and hotel experience that caters to Asian rolling chip
customers and players sourced primarily through gaming promoters.
As of December 31, 2017, Altira Macau operated approximately 100 gaming tables and 119 gaming
machines operated as a Mocha Club at Altira Macau. Altira Macau’s multi-floor layout comprises primarily
designated gaming areas and private gaming rooms for rolling chip players, together with a general gaming area
for the mass market that offers various table limits to cater to a wide range of mass market patrons. Our multi-
floor layout allows us the flexibility to reconfigure Altira Macau’s gaming areas to meet the changing demands
of our patrons and target specific customer segments.
We consider Altira hotel, located within the 38-story Altira Macau, to be one of the leading hotels in
Macau as evidenced by its long-standing Forbes 5-Star recognition. The top floor of the Altira hotel serves as the
hotel lobby and reception area, providing guests with views of the surrounding area. The Altira hotel comprises
approximately 215 guest rooms, including suites and villas. A number of restaurants and dining facilities are
available at Altira Macau, including a leading Italian restaurant Aurora, several Chinese and international
restaurants and several bars. Altira hotel also offers several non-gaming amenities, including a spa, gymnasium,
outdoor garden podium and sky terrace lounge.
Altira Macau offers a luxurious hotel experience with its internationally acclaimed accommodation and
guest services. It has been awarded Forbes 5-Star ratings in lodging and spa categories by Forbes Travel Guide
59
for nine consecutive years in 2018. Altira Macau also received the “Most Favorite Travel Resort & Hotel” of U
Magazine in 2015 and was honored the “Best Luxury Fitness Spa Award” in the prestigious World Luxury Spa
Awards in 2014. Altira Macau’s swimming pool was named by US Forbes Traveler as one of the ten best hotel
pools in the world and one of eight outstanding indoor hotel pools by CNN.com.
Altira Macau houses several award-winning restaurants. Its Italian restaurant Aurora and its Japanese
restaurant Tenmasa have both earned Forbes 5-Star recognition in the Forbes Travel Guide for the fifth and
fourth consecutive year, respectively, in 2018. Its Cantonese restaurant, Ying, was awarded a Forbes 4-Star rating
for the fourth consecutive year in 2018 and a Michelin star in the Michelin Guide Hong Kong Macau 2018 for
the second consecutive year. In addition, Aurora, Tenmasa and Ying were winners of the “Best of Award
Excellence of Wine Spectator” in 2015. All three restaurants together with Kira were also included in the list of
Hong Kong Tatler’s Best Restaurants guide for three consecutive years from 2015 to 2017.
In recognition of their outstanding service and service management, Ying and Tenmasa also
respectively received the Service Star Award in the “Deluxe Restaurant” and “First Class Restaurant” categories
in the “Quality Tourism Services Accreditation Scheme 2017” organized by the Macau Government Tourism
Office.
Studio City
Studio City is a large-scale cinematically-themed integrated entertainment, retail and gaming resort
which opened in October 2015. As of December 31, 2017, Studio City operated approximately 290 gaming tables
and 970 gaming machines. The gaming operations of Studio City are focused on the mass market and target all
ranges of mass market patrons. While Studio City focuses on the mass market segment for gaming, VIP rolling
chip operations, including both junket and premium direct VIP offerings, were introduced at Studio City in early
November 2016 and a VIP rolling chip area has been built at Studio City with 45 VIP tables as of December 31,
2017. Studio City will assess and evaluate its focus on different market segments from time to time and will
adjust its operations as appropriate. Studio City also includes luxury hotel offerings and various entertainment,
retail and food and beverage outlets to attract a diverse range of customers. Designed to focus on the mass market
segment, Studio City offers cinematically-themed, unique and innovative interactive attractions, including the
world’s first figure-8 and Asia’s highest Ferris wheel, a Warner Bros.-themed family entertainment center, a
Batman film franchise digital ride, a 5,000 seat multi-purpose live performance arena and a Pacha nightclub, as
well as approximately 1,600 hotel rooms, various food and beverage outlets and approximately 35,000 square
meters (equivalent to approximately 377,000 square feet) of themed and innovative retail space.
In recognition of Studio City’s facilities, games, customer service, atmosphere, style and design, Studio
City was awarded the International Five Star Standard, Best Large Hotel Macau, Best City Hotel Macau, Best
Resort Hotel Macau and Best Convention Hotel Macau in the International Hotel Awards 2017-18. In addition,
Studio City was the Global Winner in the “Luxury Casino Hotel” category and the Regional Winner (East Asia)
in the “Luxury Family Hotel” category of the 2017 World Luxury Hotel Awards. The Studio City property was
also awarded the “Casino/Integrated Resort of the Year” in the International Gaming Awards in 2016 and
honored as “Asia’s Leading New Resort” in World Travel Awards in 2016. Moreover, Studio City’s Star Tower
received the Forbes 5-Star rating from Forbes Travel Guide in 2018, while its Zensa Spa was awarded a Forbes
4-Star rating. Studio City’s signature Cantonese restaurant, Pearl Dragon, celebrated its one-Michelin-starred
establishment rank for the second consecutive year in the Michelin Guide Hong Kong Macau 2018, and achieved
a Forbes 4-Star rating in 2018. In addition, Pearl Dragon and Bi Ying were included in the list of Hong Kong
Tatler’s Best Restaurants guide in 2017.
Studio City is located in Cotai, Macau. In addition to its diverse range of gaming
and non-gaming offerings, Studio City’s location in the fast growing Cotai region of Macau, directly adjacent to
the Lotus Bridge immigration checkpoint (“Where Cotai Begins” which connects China to Macau) and a
proposed light rail station, is a major competitive advantage, particularly as it relates to the mass market segment.
60
We are currently reviewing the development plan and schedule for the remaining land for Studio City.
Our subsidiary Melco Resorts Macau operates the gaming areas of Studio City pursuant to a services
agreement it entered into in May 2007, as amended in June 2012, with Studio City Entertainment Limited,
together with other agreements or arrangements entered into between the parties from time to time, which may
amend, supplement or relate to the aforementioned agreement. Melco Resorts Macau is reimbursed for the costs
incurred in connection with its operation of Studio City’s gaming areas.
Mocha Clubs
Mocha Clubs comprise the largest non-casino based operations of electronic gaming machines in
Macau. As of December 31, 2017, Mocha Clubs had eight clubs with a total of 1,319 gaming machines in
operation (including 119 gaming machines at Altira Macau), which represented 8.4% of the total machine
installation in the market, according to the DICJ. Mocha Clubs focus on general mass market players,
including day-trip customers, outside the conventional casino setting. We operate Mocha Clubs at leased
or sub-leased premises or under right-to-use agreements.
The Mocha Club gaming facilities include what we believe is the latest technology for gaming
machines and offer both electronic gaming machines, including stand-alone machines, stand-alone progressive
jackpot machines and linked progressive jackpot machines with a variety of games, and electronic table games
which feature fully-automated multi-player machines with roulette, baccarat and sic-bo, a traditional Chinese
dice game.
City of Dreams Manila
City of Dreams Manila is one of the leading integrated tourism resorts in the Philippines. The property
is located on an approximately 6.2-hectare site at the gateway of Entertainment City, Manila, close to Metro
Manila’s international airport and central business district. City of Dreams Manila opened in December 2014 and
represents our first entry into an entertainment and gaming market outside of Macau and an incremental source
of earnings and cash flow outside of Macau.
The property’s total gross floor area is approximately 300,100 square meters (equivalent to
approximately 3.2 million square feet). We are authorized by PAGCOR to operate up to approximately 1,700 slot
machines, 1,700 electronic gaming tables and 380 gaming tables. As of December 31, 2017, we operated
approximately 1,635 slot machines, 172 electronic gaming tables and 293 gaming tables.
City of Dreams Manila has three hotels comprising Nüwa, Nobu Hotel and Hyatt City of Dreams
Manila, with approximately 950 rooms in aggregate. City of Dreams Manila also has exciting entertainment
venues: DreamPlay by DreamWorks, a family entertainment center, which officially opened in June 2015;
CenterPlay, a live performance central lounge within the casino; and the nightclubs Chaos and Pangaea Manila, a
night club that has active gaming tables, both encapsulated within the Fortune Egg. City of Dreams Manila also
has a retail boulevard, The Shops at the Boulevard, which is a retail strip interspersed within the food and
beverage areas to provide customers with a broad range of shopping opportunities.
City of Dreams Manila is committed to providing the best in class luxury experiences in hospitality,
dining and entertainment. With its exceptional facilities and services, the integrated resort’s recognitions in 2017
include “Best Performing Casino Stock in the World” on Bloomberg.com and “23 Fanciest Casinos in the
World” on townandcountry.com. The luxury resort also received from Meralco the “Corporate Commercial
Luminary Award” in recognition of the resort’s contribution to nation-building through creation of jobs and
promotion of Philippine tourism and, from Mega magazine, the “2017 Exemplary World-Class Integrated Resort
Award.” The local government of Parañaque City also presented an Award of Distinction to City of Dreams
Manila in 2016 as a model Paranaque establishment. City of Dreams Manila’s hotels ranked in the “Top 25
Luxury Hotels” in the Philippines in the 2016 Traveler’s Choice by TripAdvisor. In 2015, the integrated resort
was named “Casino/Integrated Resort of the Year” at the International Gaming Awards.
61
With more than 20 dining outlets located on property, signature restaurants Nobu Manila and Crystal
Dragon were included in the 2017 Philippine Tatler’s Best Restaurant Guide and Town and Country’s Fabulous
Dine Around Best Restaurants, while Nobu Manila has also been recognized as “One of the 7 Premier
Restaurants Putting Manila in the World’s Gastronomic Map” in the online edition of Conde Nast Traveler. The
Tasting Room, Crystal Dragon and Nobu Manila were recognized as among the Top 20 restaurants in the
Philippines in the Philippine Tatler Best Restaurants Guide 2016 while Red Ginger, The Café at Hyatt and Apu,
were also listed among the 170 establishments in the country.
In 2018, Nüwa earned the only new Forbes 5-Star in Manila from the Forbes Travel Guide. Nüwa Spa
at City of Dreams Manila was also awarded a Forbes 4-Star rating. In 2016, it was awarded the International
Hotel and Property Award for Best Lobby/Public Area/Lounge in the Global category and Best Hotel over 200
Rooms in Asia Pacific by Design Et Al, an international design magazine in Italy. The resort’s three luxury hotel
brands, Nüwa, Hyatt City of Dreams Manila and Nobu Hotel, were recognized with a “2017 Certificate of
Excellence” and in the previous year, “Top 25 Luxury Hotels in the Philippines Travelers Choice Awards” by
TripAdvisor. In addition, Hyatt City of Dreams Manila was recognized as among the Top Five Best Hotels in
Manila in the Readers’ Choice Awards 2016 by regional travel magazine DestinAsian. Nobu Hotel was likewise
featured in the Forbes Travel Guide online article on “Five Celebrity-owned Hotels that Make You Feel Like the
Star.”
Melco Resorts Leisure operates the casino business of City of Dreams Manila in accordance with the
terms of the Regular License and the operating agreement between Melco Resorts Leisure and the Philippine
Parties dated March 13, 2013. Under the operating agreement, PremiumLeisure and Amusement, Inc. (a member
of the Philippine Parties) has the right to receive monthly payments from Melco Resorts Leisure, based on the
performance of gaming operations of City of Dreams Manila, and Melco Resorts Leisure has the right to retain
all revenues from non-gaming operations of City of Dreams Manila.
Having met the minimum investment levels and other requirements under our Provisional License, the
Regular License dated April 29, 2015 was issued by PAGCOR to the Philippine Licensees. The Regular License
has the same terms and conditions as the Provisional License and is valid until July 11, 2033.
For a breakdown of total revenues by category of activity and geographic market for each of the last
three financial years, see “Item 5. Operating and Financial Review and Prospects — A. Operating Results.”
Our Development Projects
We are developing Morpheus, the third phase of City of Dreams in Cotai. Morpheus is expected to
commence operations in the first half of 2018 with approximately 770 guest rooms. We are also currently
reviewing the development plan and schedule for the remaining project of Studio City, which will require
additional, and possibly substantial, funding. Such development for the remaining project of Studio City may be
funded through various sources, including cash on hand, operating free cash flow as well as debt and/or equity
financing, including an initial public offering. On August 14, 2017, SCI announced it submitted on a confidential
basis to the U.S. Securities and Exchange Commission a draft registration statement for a possible initial public
offering of American depositary shares representing ordinary shares of SCI. Further, we continually seek new
opportunities for additional gaming or related businesses in Macau and in other countries and will continue to
target the development of a project pipeline in order to expand our footprint in countries which offer legalized
casino gaming, including Japan where we have a strong interest in developing integrated resorts. In defining and
setting the timing, form and structure for any future development, we focus on evaluating alternative available
financing, market conditions and market demand. In order to pursue these opportunities and such development,
we have incurred and will continue to incur capital expenditures at our properties and for our projects.
Our Land and Premises
We operate our gaming business at our operating properties in Macau in accordance with the terms and
conditions of our gaming subconcession. In addition, our existing operating properties and development projects
62
in Macau are subject to the terms and conditions of land concession contracts. See “— Regulations — Macau
Regulations — Land Regulations.” Through MRP, we also operate our gaming business in the Philippines
through the Regular License issued by PAGCOR on a property which Melco Resorts Leisure leases from Belle
Corporation under the Lease Agreement.
City of Dreams
City of Dreams is located in Cotai, Macau with a land area of 113,325 square meters (equivalent to
approximately 1.2 million square feet). In August 2008, the Macau government granted the land on which City of
Dreams is located to COD Resorts and Melco Resorts Macau for a period of 25 years, renewable for further
consecutive periods of ten years, subject to applicable legislation in Macau. The land grant was amended in
September 2010 and January 2014, respectively. Under the terms of the revised land concession, the
development period was extended to January 28, 2018, the hotel to be developed was changed to a five-star hotel
and the total developable gross floor area on the land was increased to 692,619 square meters (equivalent to
approximately 7.5 million square feet). Total land premium required for the land is in the amount of
approximately MOP1,286.6 million (equivalent to approximately US$160.5 million), which was paid in full in
January 2016. In January 2018, the Macau government approved the extension of the development period to
June 11, 2018.
Under the current terms of the land concession, the annual government land use fees payable during the
development are approximately MOP9.5 million (equivalent to approximately US$1.2 million) and the annual
government land use fees payable after completion of development are approximately MOP9.9 million
(equivalent to approximately US$1.2 million). The government land use fee amounts may be adjusted every five
years as agreed.
See note 21 to the consolidated financial statements included elsewhere in this annual report for
information about our future commitments as to government land use fees for City of Dreams.
The equipment utilized by City of Dreams in the casino and hotel is owned by us and held for use for
City of Dreams, including the main gaming equipment and software to support its table games and gaming
machine operations, cage equipment, security and surveillance equipment, casino and hotel furniture, fittings and
equipment.
Altira Macau
Altira Macau is located in Taipa, Macau with a land area of approximately 5,230 square meters
(equivalent to approximately 56,295 square feet) under a 25-year land lease agreement with the Macau
government that is renewable for further consecutive periods of ten years, subject to applicable legislation in
Macau. In March 2006, the Macau government granted the land on which Altira Macau is located to Altira
Resorts. The land grant was amended in December 2013. The total gross floor area of Altira Macau is
approximately 104,000 square meters (equivalent to approximately 1,119,000 square feet). Total land premium
required is in the amount of MOP169.3 million (equivalent to approximately US$21.1 million) which was paid in
full in 2013. According to the current terms of the land concession, the annual government land use fees payable
are approximately MOP1.5 million (equivalent to approximately US$186,000). This amount may be adjusted
every five years as agreed.
See note 21 to the consolidated financial statements included elsewhere in this annual report for
information about our future commitments as to government land use fees for Altira Macau.
The equipment utilized by Altira Macau in the casino and hotel is owned by us and held for use for
Altira Macau, including the main gaming equipment and software, to support its table games and gaming
machine operations, cage equipment, security and surveillance equipment and casino, hotel furniture, fittings and
equipment.
63
Mocha Clubs
Mocha Clubs operate at premises with a total floor area of approximately 131,700 square feet at the
following locations in Macau:
Mocha Club
Opening Month
Location
Royal
Taipa Square
Sintra
Macau Tower
Golden Dragon
Inner Harbor
Kuong Fat
G/F, 1/F and 2/F of Hotel Taipa Square
September 2003 G/F and 1/F of Hotel Royal
January 2005
November 2005 G/F and 1/F of Hotel Sintra
September 2011 LG/F and G/F of Macau Tower
January 2012
December 2013 No 286-312 Seaside New Street
June 2014
Macau, Rua de Pequim No. 174., Centro
Comercial Kuong Fat Cave A
G/F, 1/F, 2/F and 3/F of Hotel Golden Dragon
Mocha Altira
November 2017 Avenida De Kwong Tung, No. 786, 798,
816 e 840, Taipa, Macau
Total
Total Floor Area
(In square feet)
19,000
26,500
11,000
19,600
20,500
12,800
13,800
8,500
131,700
Premises are being operated under leases, subleases or right to use agreements that expire at various
dates through June 2022, which are renewable upon reaching an agreement with the owners.
In addition to leasehold improvements to Mocha Club premises, the onsite equipment utilized at the
Mocha Clubs is owned and held for use to support the gaming machine operations.
Studio City
Studio City is located in Cotai, Macau and has a land area of 130,789 square meters (equivalent to
approximately 1.4 million square feet) held under a 25-year land lease agreement with the Macau government
that is renewable for further consecutive periods of ten years, subject to applicable legislation in Macau. In
October 2001, the Macau government granted the land on which Studio City is located to Studio City
Developments. The Studio City land concession contract was amended in July 2012 and September 2015 to
permit Studio City Developments to build a complex comprising a four-star hotel, a facility for cinematographic
industry, including supporting facilities for entertainment and tourism, parking and free area.
The gross construction area of the Studio City site is approximately 707,078 square meters (equivalent
to approximately 7.6 million square feet). The gross construction area completed for the first phase is
approximately 477,110 square meters (equivalent to approximately 5.1 million square feet). The land premium of
approximately MOP1,402.0 million (equivalent to approximately US$175.0 million) was paid in full in January
2015. In February 2018, the development period under the Studio City land concession contract was extended to
July 24, 2021. Government land use fee of approximately MOP3.9 million (equivalent to approximately
US$490,000) per annum are payable during the development stage. The annual government land use fees payable
after completion of development will be MOP9.1 million (equivalent to approximately US$1.1 million). The
amounts may be adjusted every five years as agreed.
As part of the security provided in relation to the 2016 Studio City Notes and the 2021 Studio City
Senior Secured Credit Facility, we assigned certain leases and right to use agreements and granted a mortgage
over our rights under the Studio City land concession.
See note 21 to the consolidated financial statements included elsewhere in this annual report for
information about our future commitments as to government land use fees for Studio City.
64
City of Dreams Manila
City of Dreams Manila site is located on a reclaimed land (“Project Reclaimed Land”). The Project
Reclaimed Land was originally acquired by an entity known as R 1 Consortium from the Philippine Public
Estates Authority (“PEA”). This acquisition occurred in 1995 as part of the R 1 Consortium’s compensation for
the construction of PEA’s Manila-Cavite Coastal Road project. R 1 Consortium conveyed all its interest to the
Project Reclaimed Land in favor of two entities in 1995. These two entities later merged with Belle Bay City
Corporation (“Belle Bay”), which is 34.9% owned by Belle Corporation, being one of the Philippine Parties, with
Belle Bay becoming the surviving entity and owner of the Project Reclaimed Land. Belle Bay was dissolved in
2005 and is still undergoing liquidation. The Project Reclaimed Land was allocated to Belle Corporation as part
of Belle Bay’s plan of dissolution. Belle Corporation has exercised possession and other rights over the Project
Reclaimed Land since this allocation. In 2005, Belle Corporation transferred a portion of the Project Reclaimed
Land to the Philippine Social Security System. In 2010, Belle Corporation and the Philippine Social Security
System entered into a lease agreement for that portion.
Melco Resorts Leisure does not own the land or the buildings comprising the site for City of Dreams
Manila. Rather, Melco Resorts Leisure leases the Project Reclaimed Land and buildings from Belle Corporation
under the Lease Agreement. Part of the land covered under the Lease Agreement is leased by Belle Corporation
from the Philippine Social Security System under the lease agreement between Belle Corporation and the Social
Security System in 2010.
Other Premises
Taipa Square Casino premises, including the fit-out and gaming-related equipment, are located on the
ground floor and level one within Hotel Taipa Square in Macau and occupying a floor area of approximately
1,760 square meters (equivalent to approximately 18,950 square feet). We operate Taipa Square Casino under
a right-to-use agreement.
Apart from the aforesaid property sites, we maintain various offices and storage locations in Macau,
Hong Kong and the Philippines. We lease all of our office and storage premises.
Advertising and Marketing
We seek to attract customers to our properties and to grow our customer base over time by undertaking
several types of advertising, sales and marketing activities and plans. We utilize local and regional media to
publicize our projects and operations. We have built a public relations and advertising team that cultivates media
relationships, promotes our brands and explores media opportunities in various markets. Advertising uses a
variety of media platforms that include digital, print, television, online, outdoor, on property (as permitted by
Macau, PRC and other regional laws), collateral and direct mail pieces. A sales team has been established that
directly liaises with current and potential customers within target Asian countries in order to grow and retain
high-end customers. In order to be competitive in the Macau gaming environment, we hold various promotions
and special events, operate loyalty programs with our patrons and have developed a series of commission and
other incentive-based programs. In Macau and the Philippines, we employ a tiered loyalty program at our
properties to ensure that each customer segment is specifically recognized and incentivized in accordance with
their expected revenue contribution. Dedicated customer hosting programs provide personalized service to our
most valuable customers. In addition, we utilize sophisticated analytical programs and capabilities to track the
behavior and spending patterns of our patrons. We believe these tools help deepen our understanding of our
customers to optimize yield and make continued improvements to our properties. As our advertising, sales and
marketing activities occur in various jurisdictions, we aim to ensure we are in compliance with all applicable
laws in relation to our advertising and marketing activities.
65
Customers
We seek to cater to a broad range of customers through our diverse gaming and non-gaming facilities
and amenities across our major existing operating properties.
Non-Gaming Patrons
In addition to its mass market and rolling chip gaming offerings, City of Dreams offers visitors to
Macau an array of multi-dimensional entertainment amenities, three hotels, as well as a selection of restaurants,
bars and retail outlets. Upon the opening of Morpheus, the number of hotels will increase to four at City of
Dreams. Altira Macau is designed to provide a high-end casino and hotel experience, tailored to meet the cultural
preferences and expectations of Asian rolling chip patrons. Mocha Clubs are targeted to deliver a relaxed, café-
style non-casino based electronic gaming experience. Studio City is designated to primarily target mass market
guests through its vast array of non-gaming amenities and entertainment attractions.
City of Dreams Manila offers three separate entertainment venues, supported by a diverse food and
beverage zone designed to be a socializing hub where guests can relax and be entertained. The entertainment
offerings, designed to cater to all key demographic groups, include the Fortune Egg, a central dome-like structure
for housing two dynamic night clubs, a casino performance lounge and a thematic family entertainment center.
With these diverse entertainment venues and attractions, we believe that City of Dreams Manila will be able to
leverage the experience of City of Dreams in Macau, which has developed world-class attractions such as The
House of Dancing Water and the Club Cubic nightclub.
Gaming Patrons
Our gaming patrons include rolling chip players and mass market players.
Mass market players are non-rolling chip players and they come to our properties for a variety of
reasons, including our direct marketing efforts, brand recognition, the quality and comfort of our mass market
gaming floors and our non-gaming offerings. Mass market players are further classified as general mass market
and premium mass market players.
Rolling chip players at our casinos are patrons who participate in our in-house rolling chip programs or
in the rolling chip programs of our gaming promoters, also known as junket operators. Our rolling chip players
play mostly in our dedicated VIP rooms or designated gaming areas.
Our in-house rolling chip programs consist of rolling chip players sourced through our direct marketing
efforts and relationships, whom we refer to as premium direct players. Premium direct players can earn a variety
of gaming-related rebates, such as cash, rooms, food and beverage and other complimentary products or services.
Gaming Promoters
A portion of our rolling chip play is brought to us by gaming promoters, also known as junket
operators. While rolling chip players sourced by gaming promoters do not earn direct gaming-related rebates
from us, we pay a commission and provide other complimentary services to the gaming promoter.
In both Macau and Manila, we engage gaming promoters to promote our VIP gaming rooms primarily
due to the gaming promoters’ knowledge of and experience within the regional gaming market, in particular with
sourcing and attracting rolling chip patrons and arranging for their transportation and accommodation, and
gaming promoters’ extensive rolling chip patron network. Under standard arrangements utilized in Macau and
Manila, we provide gaming promoters with exclusive or casual access to one or more of our VIP gaming rooms
and support from our staff while gaming promoters source rolling chip patrons for our casinos or gaming areas to
66
generate an expected minimum amount of rolling chip volume per month. Gaming promoters in Macau are
independent third parties that include both individuals and corporate entities and are officially licensed by the
DICJ. We have procedures to screen prospective gaming promoters prior to their engagement and conduct
periodic checks that are designed to ensure that the gaming promoters with whom we associate meet suitability
standards. We believe that we have strong relationships with some of the top gaming promoters in Macau and
have a solid network of gaming promoters who help us market our properties and source and assist in managing
rolling chip patrons at our properties. As of December 31, 2015, 2016 and 2017, we had agreements in place with
80, 61 and 55 gaming promoters in Macau, respectively. For City of Dreams Manila, we leverage our extensive
sales reach within Asia to the extent permissible by applicable law, particularly to the sizable international
customer base largely developed through our Macau operations and our strong relationship with gaming
promoters in Macau and the rest of Asia. Melco Resorts Leisure works with Melco Resorts Macau to develop
cross promotional marketing campaigns that position the Philippines as an additional gaming and tourist
destination to guests at our properties and our gaming promoter networks. As of December 31, 2017, we had
agreements in place with 20 gaming promoters in the Philippines. We expect to continue to evaluate and
selectively add or remove gaming promoters going forward.
In Macau, we typically enter into gaming promoter agreements for a one-year term that are
automatically renewed for periods of up to one year unless otherwise terminated. The gaming promoter
agreements may be terminated (i) by either party without cause upon 15 days advance written notice, (ii) upon
advice from the DICJ or any other gaming regulator to cease having dealings with the gaming promoter or if the
DICJ cancels or fails to renew the gaming promoter’s license, (iii) if the gaming promoter fails to meet the
minimum rolling chip volume it agreed to with us, (iv) if the gaming promoter enters or is placed in receivership
or provisional liquidation or liquidation, an application is made for the winding up of the gaming promoter, the
gaming promoter becomes insolvent or makes an assignment for the benefit of its creditors or an encumbrancer
takes possession of any of the gaming promoter’s assets or (v) if any party to the agreement is in material breach
of any of the terms of the agreement and fails to remedy such breach within the timeframe outlined in the
agreement. Our gaming promoters are compensated through commission arrangements that are calculated on a
monthly or a per trip basis. We generally offer commission payment structures that are calculated by reference to
revenue share or monthly rolling chip volume. Under the revenue share-based arrangements, the gaming
promoter participates in our gaming wins or losses from the rolling chip patrons brought in by the gaming
promoter. To encourage gaming promoters to use our VIP gaming rooms for rolling chip patrons, our gaming
promoters may receive complimentary allowances for food and beverage, hotel accommodation and
transportation. Under the Administrative Regulation 27/2009 governing gaming promotion activity as
promulgated by the Macau government, these allowances must be included in the 1.25% regulatory cap on
gaming promoter commissions on rolling chip volume-based arrangements.
We conduct, and expect to continue to conduct, our table gaming activities at our casinos on a credit
basis as well as a cash basis. As a customary practice in both Macau and Manila gaming markets, we grant credit
to our gaming promoters and certain of our premium direct players. The gaming promoters bear the
responsibility for issuing to, and subsequently collecting credit, from their players.
We extend interest-free credit to a significant portion of our gaming promoters for short-term,
renewable periods under credit agreements that are separate from the gaming promoter agreements. Credit is also
granted to certain gaming promoters on a revolving basis. All gaming promoter credit lines are generally subject
to monthly review and various settlement procedures, including our credit committee review and other checks
performed by our cage, count and credit department, to evaluate the liquidity and financial health of gaming
promoters to whom we grant such credit. These procedures allow us to calculate the commissions payable to a
gaming promoter and to determine the amount which can be offset, together with any other values held by us
from the gaming promoter, against the outstanding credit balances owed by a gaming promoter. Credit is granted
to a gaming promoter based on the performance and financial background of the gaming promoter and, if
applicable, the gaming promoter’s guarantor. If we determine that a gaming promoter has good credit history and
a track record of large business volumes, we may extend credit exceeding one month of commissions payable.
67
This credit is typically unsecured. Although the amount of such credit may exceed the amount of accrued
commissions payable to, and any other amounts of value held by us from, the gaming promoters, we generally
obtain personal checks and/or promissory notes from guarantors or other forms of collateral. We have in place
internal controls and credit policies and procedures to manage this credit risk.
We aim to pursue overdue debt from gaming promoters and premium direct players. This collection
activity includes, as applicable, frequent personal contact with the debtor, notices of delinquency and litigation.
However, we may not be able to collect all of our gaming receivables from our credit customers and gaming
promoters. See “Item 3. Key Information — D. Risk Factors — Risks Relating to Our Business and
Operations — We extend credit to a portion of our customers, and we may not be able to collect gaming
receivables from our credit customers.”
Our allowance for doubtful accounts may fluctuate significantly from period to period as a result of
having significant individual customer account balances where changes in their status of collectability cause
significant changes in our allowance. For information regarding allowances for doubtful accounts, see “Item 5.
Operating and Financial Review and Prospects — A. Operating Results — Critical Accounting Policies and
Estimates — Accounts Receivable and Credit Risk.”
Market and Competition
We believe that the gaming markets in Macau and the Philippines are and will continue to be intensely
competitive. Our competitors in Macau and elsewhere in Asia include all the current concession and
subconcession holders, other PAGCOR license holders and many of the largest gaming, hospitality, leisure and
property development companies in the world. Some of these current and future competitors are larger than us
and have significantly longer track records of operation of major hotel casino resort properties.
Macau Gaming Market
In 2017, 2016 and 2015, Macau generated approximately US$33.2 billion, US$27.9 billion and
US$28.8 billion of gaming revenue, respectively, according to the DICJ. Macau is currently the only market in
Greater China, and one of only several in Asia, to offer legalized casino gaming.
Gross gaming revenues in Macau expanded 13.5% in 2012 and 18.6% in 2013, according to the DICJ.
The DICJ figures show that the Macau gaming market has been through a challenging period since 2014, with a
decline in gross gaming revenues of 2.6% in 2014 and 34.3% in 2015 and 3.3% in 2016, primarily driven by a
deteriorating demand environment from our key feeder market, China, as well as other restrictive policies
including changes to travel and visa policies and the implementation of further smoking restrictions on the main
gaming floor. According to the DICJ, the rolling chip segment underperformed the broader market, declining
10.9% year-over-year in 2014 and 39.9% year-over-year in 2015 and 6.9% in 2016, while the higher margin
mass market table games segment increased 15.5% in 2014 and declined 26.7% in 2015 and increased 9.4% in
2016. The operating environment improved in 2017, with gross gaming revenues in Macau increasing 19.1% on
a year-on-year basis according to the DICJ and has continued to improve in the first quarter of 2018 with gross
gaming revenues in Macau increasing 20.5% on a year-on-year basis according to the DICJ.
The mass market table games segment accounted for 38.3% of market-wide gross gaming revenues in
2017, compared to 41.6% in 2016 and 39.5% in 2015, according to the DICJ. With our large exposure to the
mass market table games segment in the fast growing Cotai region, we believe we are well positioned to cater to
this increasingly important, and more profitable, segment of the market.
While industry trends in Macau have improved since the third quarter of 2016, Macau continues to be
impacted by a range of external factors, including the slowdown in the Chinese economy and government
policies that may adversely affect the Macau gaming market. For example, the Chinese government has taken
68
measures to deter marketing of gaming activities to mainland Chinese residents by foreign casinos and to reduce
capital outflow. Such measures include reducing the amount that China-issued ATM cardholders can withdraw in
each withdrawal, setting a limit for annual withdrawal and the launch of facial recognition and identity card
checks with respect to certain ATM users.
We believe the long-term growth in gaming and non-gaming revenues in Macau are supported by,
among other things, the continuing emergence of a wealthier demographic in China, a robust regulatory
framework and significant new infrastructure developments in Macau and China, as well as by the anticipated
new supply of gaming and non-gaming facilities in Macau, which is predominantly focused on the Cotai region.
Visitation to Macau totaled more than 32.6 million in 2017, increasing by 5.4% compared to 2016. While visitors
from China represented 68.1%, increasing by 8.5% compared to 2016, visitors from Hong Kong and Taiwan
represented 18.9% and 3.3%, of all visitors to Macau in 2017, respectively.
Gaming in Macau is administered through government-sanctioned concessions awarded to three
different concessionaires: SJM, in which Mr. Lawrence Ho, our chairman and chief executive officer, and his
family members have shareholding interests; Wynn Macau, a subsidiary of Wynn Resorts Ltd.; and Galaxy. SJM
has granted a subconcession to MGM Grand Paradise, which was originally formed as a joint venture
by MGM-Mirage and Ms. Pansy Ho, sister of Mr. Lawrence Ho. Galaxy has granted a subconcession to VML, a
subsidiary of Sands China Ltd and Las Vegas Sands Corporation. Melco Resorts Macau obtained its
subconcession under the concession of Wynn Macau.
SJM currently operates multiple casinos throughout Macau. SJM (through its predecessor) started its
gaming operations in Macau in 1962 and is undergoing construction of its new resort in Cotai which has been
announced to open in 2019.
Wynn Macau opened the Wynn Macau in September 2006 on the Macau Peninsula and an extension
called Encore in 2010. In August 2016, Wynn Macau opened a new resort, Wynn Palace, in Cotai.
Galaxy currently operates multiple casinos in Macau, including StarWorld, a hotel and casino resort in
Macau’s central business and tourism district. The Galaxy Macau Resort opened in Cotai in May 2011 and the
opening of Phase 2 of the Galaxy Macau Resort took place in May 2015.
VML operates Sands Macao on the Macau Peninsula, The Venetian Macao, the Plaza Casino at The
Four Seasons Hotel Macao, the Sands Cotai Central and the Parisian Macao and has announced proposals for the
re-branding and redevelopment of the Sands Cotai Central into The Londoner Macao.
MGM Grand Paradise opened the MGM Macau in December 2007, which is located next to Wynn
Macau on the Macau Peninsula, and the MGM Cotai in February 2018.
The existing concessions and subconcessions do not place any limit on the number of gaming facilities
that may be operated. In addition to facing competition from existing operations of these concessionaires and
subconcessionaires, we will face increased competition when any of them constructs new, or
renovates pre-existing, casinos in Macau or enters into leasing, services or other arrangements with hotel owners,
developers or other parties for the operation of casinos and gaming activities in new or renovated properties.
Each concessionaire was permitted to grant one subconcession. The Macau government is currently considering
the process of renewal, extension or grant of gaming concessions or subconcessions expiring in 2020 and 2022.
The Macau government further announced that the number of gaming tables in Macau should not exceed 5,500
until the end of the first quarter of 2013 and that, thereafter, for a period of ten years, the total number of gaming
tables to be authorized will be limited to an average annual increase of 3%. These restrictions are not legislated
or enacted into laws or regulations and, as such, different policies, including on the annual rate of increase in the
number of gaming tables, may be adopted at any time by the relevant Macau government authorities. According
to the DICJ, the number of gaming tables operating in Macau as of December 31, 2017 was 6,419. The Macau
69
government has reiterated further that it does not intend to authorize the operation of any new casino or gaming
area that was not previously authorized by the government, or permit tables authorized for mass market gaming
operations to be utilized for VIP gaming operations or authorize the expansion of existing casinos or gaming
areas. However, the policies and laws of the Macau government could change and permit the Macau government
to grant additional gaming concessions or subconcessions. Such change in policies may also result in a change of
the number of gaming tables and casinos that the Macau government is prepared to authorize for operation.
Philippine Gaming Market
We expect City of Dreams Manila to benefit from growth in local and regional gaming demand,
supported by improved infrastructure and strong growth in tourism to the Philippines. The Philippine economy is
one of the fastest growing economies in the region, with favorable demographics and an expected increase in
consumer spending, which we believe will benefit the Philippine gaming market. City of Dreams Manila will
face competition in the Philippine market from hotels and resorts owned by both Philippine nationals and
foreigners, including many of the largest gaming, hospitality, leisure and resort companies in the world, such as
Travellers International Hotel Group, Inc., Bloomberry Resorts Corporation and Tiger Resorts Leisure and
Entertainment Inc. Our competitors in the Philippine market also include the Philippine Amusement and Gaming
Corporation, an entity owned and controlled by the government of the Philippines, which operates certain gaming
facilities across the Philippines.
Other Regional Markets
We may also face competition from casinos and gaming resorts located in other Asian destinations
together with cruise ships. Casinos and integrated gaming resorts are becoming increasingly popular in Asia,
giving rise to more opportunities for industry participants and increasing regional competition. There are major
gaming facilities in Australia located in Melbourne, Perth, Sydney and the Gold Coast. Genting Highlands is a
popular international gaming resort in Malaysia, approximately a one-hour drive from Kuala Lumpur. South
Korea has allowed gaming for some time but these offerings are available primarily to foreign visitors. There are
also casinos in Vietnam and Cambodia, although they are relatively small compared to those in Macau.
Singapore legalized casino gaming in 2006. Genting Singapore PLC opened its resort in Sentosa,
Singapore, in February 2010 and Las Vegas Sands Corporation opened its casino in Marina Bay, Singapore, in
April 2010. In December 2016, a law which conceptually enables the development of integrated resorts in Japan
took effect. In addition, several other Asian countries are considering or are in the process of legalizing gambling
and establishing casino-based entertainment complexes.
Seasonality
Macau, our principal market of operation, experiences many peaks and seasonal effects. The “Golden
Week” and “Chinese New Year” holidays are in general the key periods where business and visitation increase
considerably in Macau. In the Philippines, business considerably slows down during the “Holy Week,” as well as
during the “Chinese New Year” and the “Chinese Ghost Month.” While we may experience fluctuations in
revenues and cash flows from month to month, we do not believe that our business is materially impacted by
seasonality.
Intellectual Property
We have applied for and/or registered certain trademarks, including “Altira,” “Mocha Club,” “City of
Dreams,” “Nüwa,” “The Countdown,” “City of Dreams Manila,” “Studio City,” “Melco Resorts Philippines” and
“Melco Resorts & Entertainment” in Macau, the Philippines and/or other jurisdictions. We have also applied for
or registered in Macau, the Philippines and other jurisdictions certain other trademarks and service marks used or
to be used in connection with the operations of our hotel casino projects in Macau and City of Dreams Manila.
70
For our license or hotel management agreements that are required for our operations, see “Item 5.
Operating and Financial Review and Prospects — C. Research and Development, Patents and Licenses, etc.”
Regulations
Macau Regulations
Gaming Regulations
The ownership and operation of casino gaming facilities in Macau are subject to the general civil and
commercial laws and to specific gaming laws, in particular, Law no. 16/2001, or the Macau Gaming Law.
Macau’s gaming operations are also subject to the grant of a concession or subconcession by, and regulatory
control of, the Macau government. See “— Gaming Licenses” below for more details.
The DICJ is the supervisory authority and regulator of the gaming industry in Macau. The core
functions of the DICJ are:
•
•
•
•
•
•
to collaborate in the definition of gaming policies;
to supervise and monitor the activities of the concessionaires and subconcessionaires;
to investigate and monitor the continuing suitability and financial capacity requirements of
concessionaires, subconcessionaires and gaming promoters;
to issue licenses to gaming promoters;
to license and certify gaming equipment; and
to issue directives and recommend practices with respect to the ordinary operation of casinos.
Below are the main features of the Macau Gaming Law, as supplemented by Administrative Regulation
no. 26/2001, that are applicable to our business.
•
•
•
If we violate the Macau Gaming Law, Melco Resorts Macau’s subconcession could be limited,
conditioned, suspended or revoked, subject to compliance with certain statutory and regulatory
procedures. In addition, we, and the persons involved, could be subject to substantial fines for each
separate violation of Macau Gaming Law or of the Subconcession Contract at the discretion of the
Macau government. Further, if we terminate or suspend the operation of all or a part of our gaming
operations without permission for reasons not due to force majeure, or in the event of insufficiency of
our facilities and equipment which may affect the normal operation of our gaming business, the Macau
government would be entitled to replace Melco Resorts Macau during such disruption and to ensure the
continued operation of the gaming business. Under such circumstances, we would bear the expenses
required for maintaining the normal operation of the gaming business.
The Macau government also has the power to supervise subconcessionaires in order to assure financial
stability and capability. See “— Gaming Licenses — The Subconcession Contract in Macau.”
Any person who fails or refuses to apply for a finding of suitability after being ordered to do so by the
Macau government may be found unsuitable. Any shareholder of a concessionaire or subconcessionaire
holding shares equal to or in excess of 5% of concessionaire or subconcessionaire share capital who is
found unsuitable will be required to dispose of such shares by a certain time (the transfer itself being
subject to the Macau government’s authorization). If a disposal has not taken place by the time so
designated, such shares must be acquired by the concessionaire or subconcessionaire. Melco Resorts
Macau will be subject to disciplinary action if, after it receives notice that a person is unsuitable to be a
shareholder or to have any other relationship with it, Melco Resorts Macau:
•
pays that person any dividend or interest upon its shares;
71
•
•
•
allows that person to exercise, directly or indirectly, any voting right conferred through shares
held by that person;
pays remuneration in any form to that person for services rendered or otherwise; or
fails to pursue all lawful efforts to require that unsuitable person to relinquish his or her shares.
•
•
The Macau government also requires prior approval for the creation of a lien over shares, the property
comprising a casino and gaming equipment and utensils of a concession or subconcession holder. In
addition, the creation of restrictions on its shares in respect of any public offering also requires the
approval of the Macau government to be effective.
The Macau government must give its prior approval to changes in control through a merger,
consolidation, share or asset acquisition, or any act or conduct by any person whereby such person
obtains control. Entities seeking to acquire control of a concessionaire or subconcessionaire must
satisfy the Macau government concerning a variety of stringent standards prior to assuming control.
The Macau government may also require controlling shareholders, officers, directors and other persons
having a material relationship or involvement with the entity proposing to acquire control, to be
investigated for suitability as part of the approval process of the transaction.
Non-compliance with these obligations could lead to the revocation of Melco Resorts Macau’s
subconcession and could materially adversely affect our gaming operations.
The Macau government has also enacted other gaming legislation, rules and policies. Further, it
imposed regulations and restrictions that affect the minimum age required for entrance into casinos in Macau, the
number of gaming tables that may be operated in Macau, location requirements for sites with gaming machine
lounges, supply and requirements of gaming machines, equipment and systems, instruction on responsible
gaming, restrictions on the utilization of mass market gaming tables for VIP gaming operations and other
matters. In addition, the Macau government may consider enacting new regulations that may adversely affect our
gaming operations. Our inability to address the requirements or restrictions imposed by the Macau government
under such legislation or rules could adversely affect our gaming operations.
Gaming Promoters Regulations
Macau Administrative Regulation no. 6/2002, as amended pursuant to Administrative Regulation no.
27/2009, or the Gaming Promoters Regulation, regulates licensing of gaming promoters and the operations of
gaming promotion business by gaming promoters. Gaming promoters’ applications to the DICJ must be
sponsored by a concessionaire or subconcessionaire who will confirm that it may contract the applicant’s
services subject to the latter being licensed. Licenses are subject to annual renewal and a list of licensed gaming
promoters is published every year in the Macau Official Gazette. The DICJ monitors each gaming promoter and
its employees and collaborators. In October 2015, the DICJ issued specific accounting related instructions
applicable to gaming promoters and the operations of gaming promoters business. Any failure by the gaming
promoters to comply with such instructions may impact their license and ability to operate in Macau.
In addition, concessionaires and subconcessionaires are jointly liable for the activities of their gaming
promoters and collaborators within their casinos. In addition to the licensing and suitability assessment process
performed by the DICJ, all of our gaming promoters undergo a thorough internal vetting process. We conduct
background checks and also conduct periodic reviews of the activities of each gaming promoter, its employees
and its collaborators for possible non-compliance with Macau legal and regulatory requirements. Such reviews
generally include investigations into compliance with applicable money laundering laws and regulations as well
as tax withholding requirements.
Concessionaires and subconcessionaires are required to report periodically on commissions and other
remunerations paid to their gaming promoters. A 5% tax must be withheld on commissions and other
72
remunerations paid by a concessionaire or subconcessionaire to its gaming promoters. Under the Gaming
Promoters Regulation and in accordance with the Secretary for Economy and Finance Dispatch no. 83/2009, of
September 11, 2009 a commission cap of 1.25% of net rolling is in effect. Any bonuses, gifts, services or other
advantages which are subject to monetary valuation and which are granted, directly or indirectly, inside or
outside of Macau by any concessionaire or subconcessionaires or any company of their respective group to any
gaming promoter shall be considered a commission. The commission cap regulations impose fines (ranging from
MOP100,000 up to MOP500,000) on gaming operators that do not comply with the cap and other fines (ranging
from MOP50,000 up to MOP250,000) on gaming operators that do not comply with their reporting obligations
regarding commission payments. If breached, the legislation on commission caps has a sanction enabling the
relevant government authority to make public a government decision imposing a fine on a concessionaire and
subconcessionaire, by publishing such decision on the DICJ website and in two Macau newspapers (in Chinese
and Portuguese respectively). We believe we have implemented the necessary internal control systems to ensure
compliance with the commission cap and reporting obligations in accordance with applicable rules and
regulations.
The Macau government is currently considering amending the Macau Administrative Regulation no.
6/2002. The Macau government is, among other things, proposing more stringent and restrictive licensing
requirements for gaming promoters, the imposition of new penalties and the increase of the amounts of current
fines.
Gaming Credit Regulations
Macau Law no. 5/2004 has legalized the extension of gaming credit to patrons or gaming promoters by
concessionaires and subconcessionaires. Gaming promoters may also extend credit to patrons upon obtaining an
authorization by a concessionaire or subconcessionaire to carry out such activity. Assigning or transferring one’s
authorization to extend gaming credit is not permitted. This statute sets forth filing obligations for those
extending credit and the supervising role of the DICJ in this activity. Gaming debts contracted pursuant to this
statute are a source of civil obligations and may be enforced in court.
Access to Casinos and Gaming Areas Regulations
Under Law no. 10/2012, the minimum age required for entrance into casinos in Macau is 21 years of
age. The director of the DICJ may authorize employees under 21 years of age to temporarily enter casinos or
gaming areas, after considering their special technical qualifications. The Macau government is currently
considering an amendment to Law no. 10/2012 to the effect that off-duty gaming employees may not access any
casinos or gaming areas, except during the Chinese New Year festive season.
Smoking Regulations
Under the Smoking Prevention and Tobacco Control Law, smoking is not permitted in casino premises,
except for an area of up to 50% of the casino area opened to the public as determined by Dispatch of the Chief
Executive of Macau. Effective from October 2014, smoking in general access gaming areas is only permitted in
segregated smoking lounges with no gaming activities. Smoking in limited access gaming areas would be subject
to prior authorization from the Chief Executive of Macau.
In July 2017, Law no. 9/2017 amended the Smoking Prevention and Tobacco Control Law, with effect
from January 1, 2018, under which smoking on casino premises shall only be permitted in segregated smoking
lounges with no gaming activities, and such segregated smoking lounges are required to be set up within a
transition period of one year subsequent to the effective date. During the transition period, existing smoking areas
and smoking lounges can be maintained.
73
Anti-Money Laundering Regulations in Macau
In conjunction with current gaming laws and regulations, we are required to comply with the laws and
regulations relating to anti-money laundering activities in Macau. Law 2/2006, which is currently under review
by the Macau government, the Administrative Regulation 7/2006 and the DICJ Instruction 1/2016 in effect from
May 13, 2016 govern our compliance requirements with respect to identifying, reporting and preventing anti-
money laundering and terrorism financing crimes at our casinos. Under these laws and regulations, we are
required to:
•
•
•
•
•
•
•
•
•
•
•
implement internal procedures and rules governing the prevention of anti-money laundering and
terrorism financing crimes which are subject to prior approval from DICJ;
identify and evaluate the money laundering and terrorism financing risk inherent to gaming activities;
identify any customer who is in a stable business relationship with Melco Resorts Macau, who is a
politically exposed persons or any customer or transaction where there is a sign of money laundering or
financing of terrorism or which involves significant sums of money in the context of the transaction,
even if any sign of money laundering is absent;
refuse to deal with any of our customers who fail to provide any information requested by us;
keep records on the identification of a customer for a period of five years;
establish a regime for electronic transfers;
keep individual records of all transactions related to gaming which involve credit securities;
keep records of all electronic transactions for amounts equal to or exceeding MOP8,000 (equivalent to
approximately US$998) in cases of occasional transactions and MOP120,000 (equivalent to
approximately US$14,975) in cases of transactions that arose in the context of a continuous business
relationship;
notify the Finance Information Bureau if there is any sign of money laundering or financing of
terrorism;
adopt as compliance function and appoint compliance officers; and
cooperate with the Macau government by providing all required information and documentation
requested in relation to anti-money laundering activities.
Under Article 2 of Administrative Regulation 7/2006 and the DICJ Instruction 1/2016, we are required
to track and mandatorily report transactions and granting of credit in a minimum amount of MOP500,000
(equivalent to approximately US$62,000). Pursuant to the legal requirements above, if the customer provides all
required information, after submitting the reports, we may continue to deal with those customers that we reported
to the DICJ and, in case of suspicious transactions, to the Finance Information Bureau.
We employ internal controls and procedures designed to help ensure that our gaming and other
operations are conducted in a professional manner and in compliance with internal control requirements issued
by the DICJ set forth in its instruction on anti-money laundering, the applicable laws and regulations in Macau,
as well as the requirements set forth in the Subconcession Contract.
We have developed a comprehensive anti-money laundering policy and related procedures covering
our anti-money laundering responsibilities, which have been approved by the DICJ, and have training programs
in place to ensure that all relevant employees understand such anti-money laundering policy and procedures. We
also use an integrated IT system to track and automatically generate significant cash transaction reports and, if
permitted by the DICJ and the Finance Information Bureau, to submit those reports electronically.
74
Responsible Gaming Regulations
On October 18, 2012, the DICJ issued Instruction no. 2/2012, which came into effect on November 1,
2012, setting out measures for the implementation of responsible gaming principles. Under this instruction,
concessionaires and subconcessionaires are required to implement certain measures to promote responsible
gambling, including: making information available on the risks of gambling, responsible gambling and odds,
both inside and outside the casinos and gaming areas and through electronic means; creation of information and
counseling kiosks and a hotline; adequate regulation of lighting inside casinos and gaming areas; public
exhibition of time; and creation and training of teams and a coordinator responsible for promoting responsible
gambling.
Control of Cross-border Transportation of Cash Regulations
On June 12, 2017, Law no. 6/2017 with respect to the control of cross-border transportation of cash and
other negotiable instruments to the bearer, was enacted. Such law came into effect on November 1, 2017. In
accordance with such law, all individuals entering Macau with an amount in cash or negotiable instrument to the
bearer equal to or higher than the amount determined by the order of the Chief Executive of Macau at
MOP120,000 (equivalent to approximately US$14,975) will be required to declare such amount to the customs
authorities. The customs authorities may also request an individual exiting Macau to declare if such individual is
carrying an amount in cash or negotiable instruments to the bearer equal to or higher to such amount. Individuals
that fail to duly complete the required declaration may be subject to a fine (ranging from 1% to 5% of the amount
that exceeds the amount determined by the order of the Chief Executive of Macau for declaration purposes, such
fine being at least MOP1,000 (equivalent to approximately US$125) and not exceeding MOP500,000 (equivalent
to approximately US$62,395)). In the event the relevant customs authorities find that the cash or negotiable
instrument to the bearer carried by an individual while entering or exiting Macau may be associated with or result
from any criminal activity, such incident shall be notified to the relevant criminal authorities and the relevant
amounts shall be seized pending investigation.
Prevention and Suppression of Corruption in External Trade Regulations
In addition to the general criminal laws regarding corrupt practices in the public and private sector that
are in force in Macau, on January 1, 2015, Law no. 10/2014 criminalizing corruption acts in external trade and
providing for a system for prevention and suppression of such criminal acts came into effect in Macau. Our
internal policies, namely the Code of Business Conduct and Ethics and Ethical Business Practices Program
address this issue.
Asset Freezing Enforcement Regulations
On August 29, 2016, Law no. 6/2016 with respect to the framework for the enforcement of asset
freezing orders, which comprised of United Nations Security Council sanctions resolutions for the fight against
terrorism and proliferation of weapons of mass destruction was enacted. Under this law, the Chief Executive of
Macau is the competent authority to enforce freezing orders and the Coordinating Commission for the Freezing
Regime must assist the Chief Executive in all technical aspects of such enforcement. Among other entities,
gaming operators are subject to certain obligations and duties regarding the freezing of assets ordered by the
United Nations Security Council sanctions resolutions, including reporting and cooperation obligations.
Foreign Exchange Regulations
Gaming operators in Macau may be authorized to open foreign exchange counters at their casinos and
gaming areas subject to compliance with the Foreign Exchange Agencies Constitution and Operation Law
(Decree-Law no. 38/97/M), the Exchange Rate Regime (Decree-Law no. 39/97/M) and the specific requirements
determined by the Monetary Authority of Macau. The transaction permitted to be performed in such counters is
limited to buying and selling bank bills and coins in foreign currency, and to buying travelers checks.
75
Intellectual Property Rights Regulations
Our subsidiaries incorporated in Macau are subject to local intellectual property regulations.
Intellectual property protection in Macau is supervised by the Intellectual Property Department of the Economic
Services Bureau of the Macau government.
The applicable regime in Macau with regard to intellectual property rights is defined by two main laws.
The Industrial Property Code (Decree-Law no. 97/99/M, as amended pursuant to Law no. 11/2001), covers
(i) inventions meeting the patentability requirements; (ii) semiconductor topography products; (iii) trademarks;
(iv) designations of origin and geographical indications; and (v) awards. The Regime of Copyright and Related
Rights (Decree-Law no. 43/99/M, as amended by Law no. 5/2012), protects intellectual works and creations in
the literary, scientific and artistic fields, by copyright and related rights.
Personal Data Regulations
Processing of personal data by our subsidiaries in Macau is subject to compliance with the Personal
Data Protection Act (Law no. 8/2005). The Office for Personal Data Protection, or GPDP, is the regulatory
authority in Macau in charge of supervising and enforcing the Personal Data Protection Act. Breaches are subject
to civil liability, administrative and criminal sanctions. The legal framework requires that certain procedures
must be adopted before collecting, processing and/or transferring personal data, including obtaining consent from
the data subject.
Labor Quotas Regulations
All businesses in Macau must apply to the Labor Affairs Bureau for labor quotas to import non-
resident unskilled workers from China and other regions or countries. Non-resident skilled workers are also
subject to the issuance of a work permit by the Macau government, which is given individually on a case-by-case
basis. Businesses are free to employ Macau residents in any position, as by definition all Macau residents have
the right to work in Macau. We have, through our subsidiaries, two main groups of labor quotas in Macau, one to
import unskilled workers from China and the other to import unskilled workers from all other countries. Melco
Resorts Macau is required by law to employ only Macau residents as dealers and supervisors.
Pursuant to Macau social security laws, Macau employers must register their employees under a
mandatory social security fund and make social security contributions for each of its resident employees and pay
a special duty for each of its non-resident employees on a quarterly basis. Employers must also buy insurance to
cover employment accidents and occupational illness for all employees.
Land Regulations
Macau land is legally divided into plots. In most cases, private interests in real property located in
Macau are obtained through long-term leases from the Macau government.
Our subsidiaries have entered into land concession contracts for the land on which our Altira Macau,
City of Dreams and Studio City properties are located. Each contract has a term of 25 years and is renewable for
further consecutive periods of ten years and imposes, among other conditions, a development period, a land
premium payment, a nominal annual government land use fee, which may be adjusted every five years, and a
guarantee deposit upon acceptance of the land lease terms, which are subject to adjustments from time to time in
line with the amounts paid as annual land use fees.
The land is initially granted on a provisional basis and registered as such with the Macau Real Property
Registry and only upon completion of the development is the land concession converted into definitive status and
so registered with the Macau Real Property Registry.
76
Restrictions on Distribution of Profits
All subsidiaries incorporated in Macau are required to set aside a minimum of 10% to 25% of the
entity’s profit after tax to the legal reserve until the balance of the legal reserve reaches a level equivalent to 25%
to 50% of the entity’s share capital in accordance with the provisions of the Macau Commercial Code. The legal
reserve sets aside an amount from the subsidiaries’ statements of operations and is not available for distribution
to the shareholders of the subsidiaries. The appropriation of legal reserve is recorded in the subsidiaries’ financial
statements in the year in which it is approved by the boards of directors of the relevant subsidiaries. As of
December 31, 2017, the aggregate balance of the reserves of all our Macau subsidiaries amounted to
US$31.2 million.
Philippines Regulations
Gaming Regulations
Melco Philippine Parties and Philippine Parties are co-licensees of the Regular License dated April 29,
2015 issued by PAGCOR (previously the Provisional License) for the development of an integrated casino, hotel,
retail and entertainment complex within the Entertainment City, Manila. As one of the Philippine Licensees,
Melco Resorts Leisure has been named as the special purpose entity to operate the casino business and act as the
sole and exclusive representative of the Philippine Licensees for the purposes of the Regular License. The
Regular License is one of the four licenses granted to various parties to develop integrated tourism resorts and
establish and operate casinos in Entertainment City.
The Casino Regulatory Manual (CRM) was originally issued in January 2013 by PAGCOR for the
guidance of the Entertainment City licensees. It was developed to meet the following objectives of PAGCOR:
(a) to ensure a level playing field among industry proponents; (b) maintain the orderly and predictable
environment; (c) enforce license terms and conditions; (d) promote fairness and integrity in the conduct of
games; (e) provide an underlying platform for responsible gaming; (f) disallow access to gaming venues by
minors and financially vulnerable persons; and (g) prevent licensed gaming venues from being used for illegal
activities.
The CRM contains regulations and standards that the Entertainment City licensees, including City of
Dreams Manila, should adhere to and observe. It should be read in conjunction with the Regular License. It
contains regulations on areas such as, but not limited to: casino layout, table games and electronic gaming
machines, casino management system, surveillance, gaming chips and plaques, procurement of gaming
equipment and gaming paraphernalia as well as the accreditation of suppliers thereof; casino operational rules
and guidelines; conduct of gaming; casino player incentives; marketing and promotions; chipwashing and junket
operations; banned personalities; determination of gross gaming revenues for table games, electronic gaming
machines and other fees; and determination, collection and remittance of PAGCOR license fees. The CRM is
annually revised to incorporate changes and revisions to the CRM proposed by any of the Entertainment City
licensees and approved by PAGCOR. To date, the CRM is now on its fourth (4th) version.
The ownership and operation of casino gaming facilities in the Philippines are subject to the regulatory
supervision of PAGCOR. See “— PAGCOR Licenses in the Philippines” below for more details.
Anti-Money Laundering Regulations in the Philippines
The Philippine AMLA criminalized money laundering and imposed certain requirements on customer
identification, record keeping, and reporting of covered and suspicious transactions by covered persons as
defined under the law.
Previously, City of Dreams Manila was covered by the AMLA only to a limited extent and was only
required to report its foreign exchange transactions/money changer activities. However, with the new amendment
77
to the existing Philippine AMLA, casinos are now included as covered persons subject to reporting and other
requirements. Therefore, City of Dreams Manila, both in relation to its foreign exchange transactions/money
changer activities, as well as its casino operations, is now required to report (i) transactions in cash or other
equivalent monetary instrument involving a total amount in excess of PHP500,000 within one (1) banking day,
with respect to its foreign exchange transactions/money changer activities, and (ii) single casino cash transaction
involving an amount in excess of PHP5,000,000 or its equivalent in any other currency, with respect to its casino
operations. Suspicious transactions, regardless of amount, are also required to be reported in connection with
both its foreign exchange transactions/money changer activities and casino operations.
PAGCOR is expected to issue further guidelines for compliance by its licensees with the new AMLA.
Environmental Laws
Development projects that are classified by law as Environmentally Critical Projects (“ECP”) within
statutorily defined Environmentally Critical Areas (“ECAs”) are required to obtain an Environmental
Compliance Certificate (“ECC”) prior to commencement.
The Environmental Management Bureau of the Department of Environment and Natural
Resources (“DENR-EMB”) issued an ECC to Belle Corporation for City of Dreams Manila. Under the terms of
its Philippine Economic Zone Authority (“PEZA”) registration, Melco Resorts Leisure is required, prior to the
start of commercial operations of City of Dreams Manila, to either: (a) apply for an ECC with
the DENR-EMB and submit an approved copy of the ECC to PEZA within 15 days from its issuance, or
(b) submit the ECC issued to Belle Corporation, as the same may be amended to reflect any changes made to
City of Dreams Manila, for the review and approval by PEZA. Accordingly, Belle Corporation applied for an
Amended ECC to reflect the changes made to City of Dreams Manila. The DENR-EMB issued the Amended
ECC to Belle Corporation on July 31, 2014.
Other Applicable Laws
Foreign Corrupt Practices Act
The FCPA prohibits our Company and our employees and agents from offering or giving money or any
other item of value to win or retain business or to influence any act or decision of any foreign official. The Code
of Business Conduct and Ethics includes specific FCPA related provisions in Section IV and VIII B. To further
supplement the Code of Business Conduct and Ethics, our Company implemented a FCPA Compliance Program
in 2007, which was revised and expanded in scope in December 2013 as the Ethical Business Practices Program.
This covers the activities of the shareholders, directors, officers, employees and counterparties of our Company.
Gaming Licenses
The Concession Regime in Macau
The Macau government conducted an international tender process for gaming concessions in Macau in
2001, and granted three gaming concessions to SJM, Galaxy and Wynn Macau, respectively. Upon authorization
by the Macau government, each of SJM, Galaxy and Wynn Macau subsequently entered into subconcession with
their respective subconcessionaires to operate casino games and other games of chance in Macau. No further
granting of subconcessions is permitted unless specifically authorized by the Macau government.
Though there are no restrictions on the number of casinos or gaming areas that may be operated under
each concession or subconcession, Macau government approval is required for the commencement of operations
of any casino or gaming area.
The subconcessionaires that entered into subconcession contracts with Wynn Macau, SJM and Galaxy
are Melco Resorts Macau, MGM Grand Paradise and VML, respectively. Our subsidiary, Melco Resorts Macau,
78
executed the Subconcession Contract with Wynn Macau on September 8, 2006. Wynn Macau will continue to
develop and run hotel operations and casino projects independent of ours.
All concessionaires and subconcessionaires must pay a special gaming tax of 35% of gross gaming
revenues, defined as all gaming revenues derived from casino or gaming areas, plus an annual gaming premium
of:
• MOP30 million (equivalent to approximately US$3.7 million) per annum fixed premium;
• MOP300,000 (equivalent to approximately US$37,437) per annum per VIP gaming table;
• MOP150,000 (equivalent to approximately US$18,719) per annum per mass market gaming table; and
• MOP1,000 (equivalent to approximately US$125) per annum per electric or mechanical gaming.
The Macau government has been considering the extension, renewal or grant of new concessions and
subconcessions. As part of such efforts, in May 2016, the Macau government conducted a mid-term review to
analyze the impact of the gaming industry on the local economy, business environment of small and medium
enterprises, local population and gaming and non-gaming business sectors and the current status of the gaming
promoters.
The Subconcession Contract in Macau
The Subconcession Contract in Macau provides for the terms and conditions of the subconcession
granted to Melco Resorts Macau by Wynn Macau. Melco Resorts Macau does not have the right to further grant
a subconcession or transfer the operation to third parties.
Melco Resorts Macau paid a consideration of US$900 million to Wynn Macau. On September 8, 2006,
Melco Resorts Macau was granted the right to operate games of fortune and chance or other games in casinos in
Macau until the expiration of the subconcession on June 26, 2022. No further payments need to be made to Wynn
Macau in future operations during the concession period.
The Macau government has confirmed that the subconcession is independent of Wynn Macau’s
concession and that Melco Resorts Macau does not have any obligations to Wynn Macau pursuant to the
Subconcession Contract. It is thus not affected by any modification, suspension, redemption, termination or
rescission of Wynn Macau’s concession. In addition, an early termination of Wynn Macau’s concession before
June 26, 2022, would not result in the termination of the subconcession. The subconcession was authorized and
approved by the Macau government. Absent any change to Melco Resorts Macau’s legal status, rights, duties and
obligations towards the Macau government or any change in applicable law, Melco Resorts Macau will continue
to be validly entitled to operate independently under and pursuant to the subconcession, notwithstanding the
termination or rescission of Wynn Macau’s concession, the insolvency of Wynn Macau and/or the replacement
of Wynn Macau as concessionaire in the Subconcession Contract. The Macau government has a contractual
obligation to the effect that, should Wynn Macau cease to hold the concession prior to June 26, 2022, the Macau
government would replace Wynn Macau with another entity so as to ensure that Melco Resorts Macau may
continue to operate games of chance and other games in casinos in Macau and the subconcession would at all
times be under a concession. Both the Macau government and Wynn Macau have undertaken to cooperate with
Melco Resorts Macau to ensure all the legal and contractual obligations are met.
A summary of the key terms of the Subconcession Contract is as follows.
Development of Gaming Projects/Financial Obligations. The Subconcession Contract requires us to
make a minimum investment in Macau of MOP4.0 billion (equivalent to approximately US$499.2 million),
including investment in fully developing Altira Macau and the City of Dreams, by December 2010. In June 2010,
we obtained confirmation from the Macau government that as of the date of the confirmation, we had invested
over MOP4.0 billion (equivalent to approximately US$499.2 million) in our projects in Macau.
79
Payments. Subconcession premiums and taxes, computed in various ways depending upon the type of
gaming or activity involved, are payable to the Macau government. The method for computing these fees and
taxes may be changed from time to time by the Macau government. Depending upon the particular fee or tax
involved, these fees and taxes are payable either monthly or annually and are based upon either a percentage of
the gross revenues or the number and type of gaming devices operated. In addition to special gaming taxes of
35% of gross gaming revenues, we are also required to contribute to the Macau government an amount
equivalent to 1.6% of the gross revenues of our gaming business. Such contribution must be delivered to a public
foundation designated by the Macau government whose goal is to promote, develop or study culture, society,
economy, education and science and engage in academic and charitable activities. Furthermore, we are also
obligated to contribute to Macau an amount equivalent to 2.4% of the gross revenues of the gaming business for
urban development, tourism promotion and the social security of Macau. We are required to collect and pay,
through withholding, statutory taxes on commissions or other remunerations paid to gaming promoters.
Termination Rights. The Macau government has the right, after notifying Wynn Macau, to unilaterally
terminate Melco Resorts Macau’s subconcession in the event of non-compliance by us with our basic obligations
under the subconcession and applicable Macau laws. Upon termination, all of our casino premises and gaming
equipment would revert to the Macau government automatically without compensation to us and we would cease
to generate any revenues from these operations. In many of these instances, the Subconcession Contract does not
provide a specific cure period within which any such events may be cured and, instead, we may be dependent on
consultations and negotiations with the Macau government to give us an opportunity to remedy any such default.
Neither Melco Resorts Macau nor Wynn Macau is granted explicit rights of veto, or of prior consultation. The
Macau government may be able to unilaterally rescind the Subconcession Contract upon the following
termination events:
•
•
•
•
•
•
•
•
•
•
•
•
the operation of gaming without permission or operation of business which does not fall within the
business scope of the subconcession;
abandonment of approved business or suspension of operations of our gaming business in Macau
without reasonable grounds for more than seven consecutive days or more than 14 non-consecutive
days within one calendar year;
transfer of all or part of Melco Resorts Macau’s operation in Macau in violation of the relevant laws
and administrative regulations governing the operation of games of fortune or chance and other casino
games in Macau and without Macau government approval;
failure to pay taxes, premiums, levies or other amounts payable to the Macau government;
refusal or failure to resume operations following the temporary assumption of operations by the Macau
government;
repeated opposition to the supervision and inspection by the Macau government and failure to comply
with decisions and recommendations of the Macau government, especially those of the DICJ,
applicable to us;
failure to provide or supplement the guarantee deposit or the guarantees specified in the subconcession
within the prescribed period;
bankruptcy or insolvency of Melco Resorts Macau;
fraudulent activity harming public interest;
serious and repeated violation of the applicable rules for carrying out casino games of chance or games
of other forms or damage to the fairness of casino games of chance or games of other forms;
systematic non-compliance with the Macau Gaming Law’s basic obligations;
the grant to any other person of any managing power over the gaming business of Melco Resorts
Macau or the grant of a subconcession or entering into any agreement to the same effect; or
80
•
failure by a controlling shareholder in Melco Resorts Macau to dispose of its interest in Melco Resorts
Macau, within 90 days from the date of the authorization given by the Macau government for such
disposal, pursuant to written instructions received from the regulatory authority of a jurisdiction where
the said shareholder is licensed to operate, which have had the effect that such controlling shareholder
now wishes to dispose of the shares it owns in Melco Resorts Macau.
Ownership and Capitalization. Set out below are the key terms in relation to ownership and
capitalization under the Subconcession Contract:
•
any person who directly acquires voting rights in Melco Resorts Macau will be subject to authorization
from the Macau government;
• Melco Resorts Macau will be required to take the necessary measures to ensure that any person who
directly or indirectly acquires more than 5% of the shares in Melco Resorts Macau would be subject to
authorization from the Macau government, except when such acquisition is wholly made through the
shares of publicly-listed companies tradable at a stock exchange;
•
•
•
any person who directly or indirectly acquires more than 5% of the shares in Melco Resorts Macau will
be required to report the acquisition to the Macau government (except when such acquisition is wholly
made through shares tradable on a stock exchange as a publicly-listed company);
the Macau government’s prior approval would be required for any recapitalization plan of Melco
Resorts Macau; and
the Chief Executive of Macau could require the increase of Melco Resorts Macau’s share capital, if
deemed necessary.
Redemption. Under the Subconcession Contract, from 2017, the Macau government has the right to
redeem the Subconcession Contract by providing us with at least one year’s prior notice. In the event the Macau
government exercises this redemption right, we would be entitled to compensation. The standards for the
calculation of the amount of such compensation would be determined based on the gross revenues generated by
City of Dreams during the tax year immediately prior to the redemption, multiplied by the remaining years of the
term of the subconcession. We would not receive any further compensation (including for consideration paid to
Wynn Macau for the subconcession).
Others. In addition, the Subconcession Contract contains various general covenants and obligations and
other provisions, including special duties of cooperation, special duties of information, and execution of our
investment obligations.
See “Item 3. Key Information — D. Risk Factors — Risks Relating to the Gaming Industry and Our
Operations in Macau — Melco Resorts Macau’s Subconcession Contract expires in 2022 and if we were unable
to secure an extension of its subconcession, or a new concession or subconcession, in 2022, or if the Macau
government were to exercise its redemption right, we would be unable to operate casino gaming in Macau.”
PAGCOR Licenses in the Philippines
The Regular License issued by PAGCOR authorizes the Philippine Licensees, through Melco Resorts
Leisure, to establish and operate a casino in the Philippines for both local and foreign patrons who are at least
twenty-one years of age.
In general, the Regular License imposes certain obligations such as, but not limited to, the following:
•
•
payment of monthly license fees to PAGCOR;
maintenance of a debt-to-equity ratio (based on calculation as agreed with PAGCOR) for each of the
Philippine Licensees of no greater than 70:30;
81
•
•
•
at least 95.0% of the total employees of City of Dreams Manila must be Philippine citizens;
2.0% of certain casino revenues must be remitted to a foundation devoted to the restoration of cultural
heritage and 5.0% of certain non-gaming revenues to PAGCOR; and
operation of only the authorized casino games approved by PAGCOR.
See “Item 3. Key Information – D. Risk Factors – Risks Relating to the Gaming Industry and Our
Business in the Philippines – MRP’s gaming operations are dependent on the Regular License issued by
PAGCOR.”
Tax
We are incorporated in the Cayman Islands. Under the current laws of the Cayman Islands, we and our
subsidiaries incorporated in the Cayman Islands are not subject to Cayman Islands income or capital gains tax. In
addition, dividend payments are not subject to withholding tax in the Cayman Islands. However, we are subject
to Hong Kong profits tax on profits arising from our activities conducted in Hong Kong.
Our subsidiaries incorporated in the British Virgin Islands are not subject to tax in the British Virgin
Islands, but certain subsidiaries incorporated in the British Virgin Islands are subject to Macau complementary
tax of 12% on profits earned in or derived from its activities conducted in Macau.
Our subsidiaries incorporated in Macau are subject to Macau complementary tax of up to 12% on
profits earned in or derived from their activities conducted in Macau. Having obtained a subconcession, Melco
Resorts Macau applied for and was granted the benefit of a corporate tax holiday on Macau complementary tax
(but not gaming tax) in 2007, which exempted us from Macau complementary tax for five years from 2007 to
2011 on gaming profits. The Macau government has extended the tax holiday for additional five-year periods
from 2012 through 2016 and from 2017 through 2021. In addition, the Macau government granted one of our
subsidiaries in Macau the complementary tax exemption until 2021 on profits generated from income received
from Melco Resorts Macau, to the extent that such income is derived from Studio City gaming operations and
has been subject to gaming tax. The dividend distributions of such subsidiary to its shareholders continue to be
subject to complementary tax. We remain subject to Macau complementary tax on our non-gaming profits.
During the five-year period from 2012 through 2016, an annual payment of MOP22.4 million
(equivalent to approximately US$2.8 million) was payable by Melco Resorts Macau, effective retroactively from
2012 through 2016, with respect to tax due for dividend distributions to the shareholders of Melco Resorts Macau
from gaming profits, whether such dividends are actually distributed by Melco Resorts Macau or not, or whether
Melco Resorts Macau has distributable profits in the relevant year. For the five-year period from 2017 through
2021, the annual payment payable by Melco Resort Macau is of MOP18.9 million (equivalent to approximately
US$2.4 million). Upon the payment of such payment amount, the shareholders of Melco Resorts Macau will not
be liable to pay any other tax in Macau for dividend distributions received from gaming profits. However, we
cannot assure you that the same arrangement will be applied beyond 2021 or that, in the event a similar
arrangement is adopted, whether we will be required to pay a higher annual sum.
Melco Resorts Macau is subject to Macau gaming tax based on gross gaming revenue in Macau. These
gaming taxes are an assessment on Melco Resorts Macau’s gaming revenue and are recorded as casino expense.
The Macau government granted to Altira Hotel, in 2007, and COD Hotels, in 2011 and 2013, the
declaration of utility purposes benefit in respect of Altira Macau, The Countdown, Nüwa and Grand Hyatt Macau
hotel, pursuant to which they are entitled to a property tax holiday, for a period of 12 years, on any immovable
property that they own or operated by them. Under such declaration of utility purposes benefit, they will also be
allowed to double the maximum rates applicable regarding depreciation and reintegration for the purposes of
assessing the Macau complementary tax. The transfer of the declaration of utility purpose to COD Resorts is
currently under process by the Macau government. However, there is no assurance that the Macau government
will continue to extend us such benefit.
82
In September 2017, the Macau government granted Studio City Hotels the declaration of touristic
utility purpose pursuant to which Studio City Hotels is entitled to a property tax holiday for a period of twelve
years on the immovable property to which the touristic utility was granted, owned or operated by Studio City
Hotels. Under such tax holiday, Studio City Hotels is allowed to double the maximum rates applicable to
depreciation and reintegration for the purposes of assessment of the Macau complementary tax. Although the
Studio City property is owned by Studio City Developments, we believe Studio City Hotels is entitled to such
property tax holiday; however, there is no assurance that the Macau government will extend such benefit to
Studio City Hotels.
Our subsidiaries incorporated in Hong Kong are subject to Hong Kong profits tax of 16.5% on any
profits arising in or derived from Hong Kong. One of our subsidiaries incorporated in Hong Kong is also subject
to Macau complementary tax on profits earned in or derived from its activities conducted in Macau and another
one is subject to corporate tax on profits in a number of other Asian jurisdictions through its activities conducted
in these jurisdictions.
Our subsidiaries incorporated in the Philippines are subject to Philippine corporate income tax of 30%
on profits and other local taxes. Some of the subsidiaries are likewise liable for VAT on certain transactions. On
gaming related transactions, Melco Resorts Leisure enjoys exemption from national, local, direct and indirect
(i.e. VAT) taxes pursuant to the PAGCOR charter and is subject to license fees which are inclusive of the 5%
franchise tax payable to PAGCOR based on gross gaming revenue in the Philippines, in lieu of all other taxes.
The franchise tax and license fees are an assessment on Melco Resorts Leisure’s gaming revenue and are
recorded as casino expense in the consolidated statements of operations. Further, Melco Resorts Leisure, by
virtue of its being registered with the Philippine Economic Zone Authority as a Tourism Economic Zone
Enterprise, enjoys a tax and duty exemption on importation and VAT zero-rating on its local purchases of certain
capital equipment used in registered activities.
C. ORGANIZATIONAL STRUCTURE
We are a holding company for the following principal businesses and developments: (1) 100%
economic interest in our Macau gaming subconcession holder, Melco Resorts Macau, which, directly or
indirectly through its subsidiary, is the operator of our gaming and non-gaming businesses in various properties
in Macau; (2) a majority equity and economic interest in SCI, the holding company of Studio City; and (3) a
majority equity and economic interest in MRP, a company listed on the Philippine Stock Exchange, the holding
company of City of Dreams Manila.
83
The following diagram illustrates our organizational structure, including the place of formation,
ownership interest and affiliation of our significant subsidiaries, as of April 11, 2018:
Treasury Shares
(Note 1)
Melco Leisure and Entertainment
Group Limited
(BVI)
(Note 2)
Public
0.49%
51.06%
48.45%
Melco Resorts & Entertainment Limited
(Cayman Islands)
100%
Melco Resorts Finance Limited
(Cayman Islands)
100%
MCO Holdings Limited
(Cayman Islands)
100%
72.78%
100%
Public
MCO International Limited
(Cayman Islands)
100%
MCO Nominee One Limited
(Cayman Islands)
27.22%
MELCO RESORTS AND ENTERTAINMENT
(PHILIPPINES) CORPORATION
(Philippines)
MCE Cotai Investments
Limited
(Cayman Islands)
100%
60%
MPHIL Holdings No.1 Corporation
(Philippines)
(Note 8)
100%
100%
Managing
Director
MCO Investments Limited
(Cayman Islands)
>89.99%
10%
Melco Resorts (Macau) Limited
(Macau - Shares)
<0.01%
MPHIL Holdings No. 2 Corporation
(Philippines)
(Note 8)
100%
Melco Resorts Leisure (PHP) Corporation
(Philippines)
(Note 8)
95%
COD Resorts
Limited
(Macau – Quotas)
(Note 7)
Studio City International
Holdings Limited
(BVI)
100%
Studio City Holdings Limited
(BVI)
100%
Studio City Finance Limited
(BVI)
100%
Studio City Investments
Limited
(BVI)
100%
Studio City Company Limited
(BVI)
50%
Studio City Holdings Two
Limited
(BVI)
(Note 3)
50%
50%
50%
Studio City Holdings
Three Limited
(BVI)
(Note 3)
Studio City Holdings
Four Limited
(BVI)
(Note 3)
SCP Holdings Limited
(BVI)
(Note 3)
3.85%
92.30%
95.04%
Studio City
Entertainment
Limited
(Macau – Quotas)
(Note 4)
Studio City Hotels
Limited
(Macau – Quotas)
(Note 5)
50%
SCP One
Limited
(BVI)
(Note 3)
50%
SCP Two
Limited
(BVI)
(Note 3)
34.99%
34.99%
30%
Studio City
Developments Limited
(Macau – Quotas)
(Note 6)
Notes:
(1) The treasury shares represent new shares issued by us and held by our depositary bank to facilitate the
administration and operation of our share incentive plans. For a description of our share incentive plans, see
“Item 6. Directors, Senior Management and Employees — E. Share Ownership — Share Incentive Plans.”
(2) As of the latest practicable date, Melco Leisure holds 51.06% shareholding of the Company as per the
number of ordinary shares recorded in the Register of Members.
(3) The remaining 50% of the equity interests of these companies are owned by Studio City Holdings Five
Limited, a wholly owned subsidiary of Studio City International Holdings Limited. The 50% interest held
by Studio City Holdings Five Limited in various Studio City companies incorporated in the British Virgin
Islands is non-voting interest.
(4) 3.96% and 1% of the equity interests are owned by Studio City Holdings Four Limited and Studio City
Holdings Five Limited, respectively.
(5) 3.85% of the equity interests are owned by Studio City Holdings Five Limited.
84
(6) 0.02% of the equity interests are owned by Studio City Holdings Five Limited.
(7) The remaining 5% of the equity interests are owned by MCO Nominee Two Limited.
(8) Five shares (representing less than 0.01% of the issued share capital) are owned by five nominee directors of
each relevant company.
See “Item 7. Major Shareholders and Related Party Transactions — A. Major Shareholders” for more
information regarding the beneficial ownership of Melco International in our Company and “Exhibit 8.1 – List of
Significant Subsidiaries.”
D. PROPERTY, PLANT AND EQUIPMENT
See “Item 4. Information on the Company — B. Business Overview” and “Item 5. Operation and
Financial Review and Prospects — A. Operating Results — Critical Accounting Policies and Estimates —
Property and Equipment and Other Long-lived Assets” for information regarding our material tangible property,
plant and equipment.
ITEM 4A. UNRESOLVED STAFF COMMENTS
Not applicable.
ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS
The following discussion should be read in conjunction with, and is qualified in its entirety by, the
audited consolidated financial statements and the notes thereto in this Annual Report on Form 20-F. Certain
statements in this “Operating and Financial Review and Prospects” are forward-looking statements. See “Special
Note Regarding Forward-Looking Statements” regarding these statements.
Overview
We are a holding company and, through our subsidiaries, develop, own and operate casino gaming and
entertainment casino resort facilities in Asia. Our future operating results are subject to significant business,
economic, regulatory and competitive uncertainties and risks, many of which are beyond our control. See
“Item 3. Key Information — D. Risk Factors — Risks Relating to Our Business and Operations.” For detailed
information regarding our operations and development projects, see “Item 4. Information on the Company —
B. Business Overview.”
A. OPERATING RESULTS
Operations
Our primary business segments consist of:
City of Dreams
City of Dreams, as of December 31, 2017, operated approximately 475 gaming tables and
approximately 670 gaming machines, and approximately 1,400 hotel rooms and suites, approximately 25
restaurants and bars, approximately 95 retail outlets, a wet stage performance theater, recreation and leisure
facilities, including health and fitness clubs, three swimming pools, spas and salons and banquet and meeting
facilities. A wet stage performance theater with approximately 2,000 seats features The House of Dancing
85
Water produced by Franco Dragone. The Club Cubic nightclub features approximately 2,395 square meters
(equivalent to approximately 25,780 square feet) of live entertainment space. City of Dreams targets premium
market and rolling chip players from regional markets across Asia.
We are developing Morpheus, the third phase of City of Dreams.
For the years ended December 31, 2017, 2016 and 2015, net revenues generated from City of Dreams
amounted to US$2,666.3 million, US$2,590.8 million and US$2,794.7 million, representing 50.5%, 57.3% and
70.3% of our total net revenues, respectively.
Altira Macau
Altira Macau, as of December 31, 2017, operated approximately 100 gaming tables and 119 gaming
machines operated as a Mocha Club at Altira Macau, approximately 215 hotel rooms, several fine dining and
casual restaurants and recreation and leisure facilities. Altira Macau is designed to provide a casino and hotel
experience that caters to Asian rolling chip players sourced primarily through gaming promoters. For the years
ended December 31, 2017, 2016 and 2015, net revenues generated from Altira Macau amounted to
US$446.1 million, US$439.1 million and US$574.8 million, representing 8.4%, 9.7% and 14.5% of our total net
revenues, respectively.
Studio City
On July 27, 2011, we acquired a 60% equity interest in SCI, the developer, owner and operator of
Studio City. Studio City is a large-scale cinematically-themed integrated entertainment, retail and gaming resort
located in Cotai, with gaming facilities, luxury hotel offerings and various entertainment, retail and food and
beverage outlets to attract a diverse range of customers, with a current focus on the mass market segment and
complemented with junket and premium direct VIP rolling chip operations in Asia and, in particular, from
Greater China. Studio City opened its doors to customers in October 2015. As of December 31, 2017, Studio City
operated approximately 290 gaming tables and 970 gaming machines. For the years ended December 31, 2017,
2016 and 2015, net revenues generated from Studio City amounted to US$1,363.4 million, US$838.2 million and
US$125.3 million, representing 25.8%, 18.5% and 3.2% of our total net revenues, respectively.
Mocha Clubs
As of December 31, 2017, we operated eight Mocha Clubs with a total of 1,319 electronic gaming
machines in operation (including 119 gaming machines at Altira Macau). Mocha Clubs focus primarily on
general mass market players, including day-trip customers, outside the conventional casino setting. For the years
ended December 31, 2017, 2016 and 2015, net revenues generated from Mocha Clubs amounted to
US$121.3 million, US$120.5 million and US$136.2 million, representing 2.3%, 2.7% and 3.4% of our total net
revenues, respectively. The source of revenues was substantially all from gaming machines. For the years ended
December 31, 2017, 2016 and 2015, gaming machine revenues represented 97.3%, 97.4% and 98.2% of net
revenues generated from Mocha Clubs, respectively.
Corporate and Other
Corporate and Other primarily includes Taipa Square Casino, a casino on Taipa Island, Macau,
operating within Hotel Taipa Square, which we operate under a right-to-use agreement, and other corporate costs.
For the years ended December 31, 2017, 2016 and 2015, net revenues generated from Corporate and Other
amounted to US$38.5 million, US$39.5 million and US$43.4 million, representing 0.7%, 0.9% and 1.1% of our
total net revenues, respectively.
86
City of Dreams Manila
We completed the acquisition of a majority interest in the issued share capital of MRP on
December 19, 2012 and completed the transfer of the entire interest of Melco Resorts Leisure, which is the
developer and operator of our Philippines casino hotel resort project, “City of Dreams Manila,” to MRP in March
2013. City of Dreams Manila opened its doors to customers in December 2014, with a grand opening in the first
quarter of 2015. As of December 31, 2017, City of Dreams Manila operated approximately 1,635 slot machines,
172 electronic gaming tables and 293 gaming tables. City of Dreams Manila also includes three branded hotel
towers, several entertainment venues and features a wide selection of regional and international food and
beverage offerings as well as extended retail shops. For the years ended December 31, 2017, 2016 and 2015, net
revenues generated from City of Dreams Manila amounted to US$649.3 million, US$491.2 million and
US$300.4 million, representing 12.3%, 10.9% and 7.6% of our total net revenues, respectively.
Summary of Financial Results
For the year ended December 31, 2017, our total net revenues were US$5.28 billion, an increase of
16.9% from US$4.52 billion of net revenues for the year ended December 31, 2016. Net income attributable to
Melco Resorts & Entertainment Limited for the year ended December 31, 2017 was US$347.0 million, as
compared to net income of US$175.9 million for the year ended December 31, 2016. Our improvement in
profitability was primarily a result of the substantial improvements in operating performance, particularly from
our gaming operations.
Net revenues
Total operating costs and expenses
Operating income
Net income attributable to Melco Resorts &
Year Ended December 31,
2017
2016
2015
$ 5,284,823
(4,677,211)
607,612
(in thousands of US$)
$ 4,519,396
(4,156,280)
363,116
$ 3,974,800
(3,876,385)
98,415
Entertainment Limited
$
347,002
$
175,906
$
105,747
Our results of operations and financial position for the years presented are not fully comparable for the
following reasons:
•
•
•
•
•
•
•
In June 2015, we completed an amendment to the 2011 Credit Facilities, known as the 2015 Credit
Facilities, drew down the entire term loan facility under the 2015 Credit Facilities and repaid the entire
outstanding balance of the 2011 Credit Facilities
On October 27, 2015, Studio City commenced operations with its grand opening on the same date
On November 18, 2015, we completed an amendment to the Studio City Project Facility
On November 23, 2015, MRP completed the 2015 Private Placement
In May 2016, we repurchased 155,000,000 ordinary shares (equivalent to 51,666,666 ADSs) from
Crown Asia Investments for the aggregate purchase price of US$800.8 million, and such shares were
subsequently cancelled by us
On November 30, 2016 (December 1, 2016, Hong Kong time), we repaid the Studio City Project
Facility (other than the HK$1.0 million rolled over into the term loan facility of the 2021 Studio City
Senior Secured Credit Facility, which was entered into on November 23, 2016) as funded by the net
proceeds from the offering of 2016 Studio City Notes issued by Studio City Company on
November 30, 2016 and cash on hand
In May 2017, we issued and sold 27,769,248 ADSs (equivalent to 83,307,744 ordinary shares) and
81,995,799 ordinary shares and also repurchased 165,303,544 ordinary shares from Crown Asia
Investments for the aggregate purchase price of US$1.2 billion, and such repurchased shares were
subsequently cancelled by us
87
•
•
•
•
On June 6, 2017, Melco Resorts Finance issued US$650.0 million in aggregate principal amount of the
2017 Senior Notes
On June 14, 2017, together with the net proceeds from the issuance of US$650.0 million in aggregate
principal amount of the 2017 Senior Notes along with the proceeds in the amount of US$350.0 million
from a partial drawdown of the revolving credit facility under the 2015 Credit Facilities and cash on
hand, Melco Resorts Finance redeemed all of our outstanding 2013 Senior Notes
On July 3, 2017, Melco Resorts Finance issued US$350.0 million in aggregate principal amount of the
2017 Senior Notes, the net proceeds from which were used to repay in full the US$350.0 million
drawdown from the revolving credit facility under the 2015 Credit Facilities
On October 9, 2017, Melco Resorts Leisure partially redeemed the Philippine Notes in an aggregate
principal amount of PHP7.5 billion, together with accrued interest
Key Performance Indicators (KPIs)
We use the following KPIs to evaluate our casino operations, including table games and gaming
machines:
•
•
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.
• 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.
•
•
•
Table games win: the amount of wagers won net of wagers lost on gaming tables that is retained and
recorded as casino revenues.
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.
In the rolling chip market segment, customers purchase identifiable chips known as non-negotiable chips,
or rolling chips, from the casino cage, and there is no deposit into a gaming table’s drop box for rolling chips
purchased from the cage. Rolling chip volume and mass market table games drop are not equivalent. Rolling chip
volume is a measure of amounts wagered and lost. Mass market table games drop measures buy in. Rolling chip
volume is generally substantially higher than mass market table games drop. As these volumes are the denominator
used in calculating win rate or hold percentage, with the same use of gaming win as the numerator, the win rate is
generally lower in the rolling chip market segment than the hold percentage in the mass market table games
segment.
Our combined expected rolling chip win rate (calculated before discounts and commissions) across our
properties is in the range of 2.7% to 3.0%.
We use the following KPIs to evaluate our hotel operations:
•
•
Average daily rate: calculated by dividing total room revenues including the retail value of
complimentary rooms (less service charges, if any) by total rooms occupied, including complimentary
rooms, i.e., average price of occupied rooms per day.
Occupancy rate: the average percentage of available hotel rooms occupied, including complimentary
rooms, during a period.
88
•
Revenue per available room, or REVPAR: calculated by dividing total room revenues including the
retail value of complimentary rooms (less service charges, if any) by total rooms available, thereby
representing a combination of hotel average daily room rates and occupancy.
Complimentary rooms are included in the calculation of the above room-related KPIs. The average
daily rate of complimentary rooms is typically lower than the average daily rate for cash rooms. The occupancy
rate and REVPAR would be lower if complimentary rooms were excluded from the calculation. As not all
available rooms are occupied, average daily room rates are normally higher than revenue per available room.
Year Ended December 31, 2017 Compared to Year Ended December 31, 2016
Revenues
Our total net revenues for the year ended December 31, 2017 were US$5.28 billion, an increase of
US$0.77 billion, or 16.9%, from US$4.52 billion for the year ended December 31, 2016. The increase in total net
revenues was primarily attributable to better group-wide performance in all gaming segments, especially the
performance in the rolling chip segment including the fully-operating rolling chip operations in Studio City for
the year ended December 31, 2017.
Our total net revenues for the year ended December 31, 2017 consisted of US$4.94 billion of casino
revenues, representing 93.4% of our total net revenues, and US$347.2 million of net non-casino revenues
(total non-casino revenues after deduction of promotional allowances). Our total net revenues for the year ended
December 31, 2016 consisted of US$4.18 billion of casino revenues, representing 92.4% of our total net
revenues, and US$342.7 million of net non-casino revenues.
Casino. Casino revenues for the year ended December 31, 2017 were US$4.94 billion, representing a
US$0.76 billion, or 18.2%, increase from casino revenues of US$4.18 billion for the year ended December 31,
2016, due to an increase in casino revenues at all of our properties, especially Studio City and City of Dreams
Manila. The casino revenue at Studio City increased by US$547.7 million primarily due to enhanced
performance in mass market table games segment as a result of the continuous ramp-up of Studio City since its
commencement of operations in October 2015 and the launch of rolling chip operations in November 2016. The
casino revenue at City of Dreams Manila increased by US$157.1 million due to its better performance in all
gaming segments for the year ended December 31, 2017 as compared to the previous year.
Altira Macau. Altira Macau’s rolling chip volume for the year ended December 31, 2017 was
US$17.2 billion, representing a decrease of US$0.4 billion, or 2.5%, from US$17.7 billion for the year ended
December 31, 2016. The rolling chip win rate (calculated before discounts and commissions) was 3.06% for the
year ended December 31, 2017, and increased from 2.85% for the year ended December 31, 2016. Our expected
range was 2.7% to 3.0%. In the mass market table games segment, drop was US$429.2 million for the year ended
December 31, 2017, representing a decrease of 13.3% from US$494.7 million for the year ended December 31,
2016. The mass market table games hold percentage was 17.5% for the year ended December 31, 2017,
decreasing from 18.6% for the year ended December 31, 2016. Average net win per gaming machine per day was
US$106 for the year ended December 31, 2017, an increase of US$13, or 14.1%, from US$93 for the year ended
December 31, 2016.
City of Dreams. City of Dreams’ rolling chip volume for the year ended December 31, 2017 of
US$47.4 billion represented an increase of US$6.0 billion, or 14.4%, from US$41.5 billion for the year ended
December 31, 2016. The rolling chip win rate (calculated before discounts and commissions) was 2.97% for the
year ended December 31, 2017 and was in line with our expected range of 2.7% to 3.0%, and increased from
2.83% for the year ended December 31, 2016. In the mass market table games segment, drop was
US$4.50 billion for the year ended December 31, 2017 which represented an increase of US$0.20 billion, or
4.6%, from US$4.31 billion for the year ended December 31, 2016. The mass market table games hold
89
percentage was 32.4% for the year ended December 31, 2017, decreasing from 35.8% for the year ended
December 31, 2016. Average net win per gaming machine per day was US$557 for the year ended December 31,
2017, an increase of US$176, or 46.2%, from US$381 for the year ended December 31, 2016.
Mocha Clubs. Mocha Clubs’ average net win per gaming machine per day for the year ended
December 31, 2017 was US$272, an increase of US$15, or 5.6%, from US$257 for the year ended December 31,
2016.
Studio City. Studio City began rolling chip operations in November 2016. Rolling chip volume was
US$19.0 billion for the year ended December 31, 2017, and increased from US$1.3 billion for the year ended
December 31, 2016. The rolling chip win rate (calculated before discounts and commissions) was 3.16% for the
year ended December 31, 2017, and increased from 1.39% for the year ended December 31, 2016. Our expected
range was 2.7% to 3.0%. In the mass market table games segment, drop was US$2.91 billion for the year ended
December 31, 2017, and increased from US$2.48 billion for the year ended December 31, 2016. The mass
market table games hold percentage was 26.1% for the year ended December 31, 2017, demonstrating an
increase from 24.7% for the year ended December 31, 2016. Average net win per gaming machine per day was
US$225 for the year ended December 31, 2017, an increase of US$36, or 18.9%, from US$189 for the year
ended December 31, 2016.
City of Dreams Manila. City of Dreams Manila’s rolling chip volume for the year ended December 31,
2017 was US$11.5 billion, representing an increase of US$4.7 billion, or 68.4%, from US$6.8 billion for the year
ended December 31, 2016. The rolling chip win rate (calculated before discounts and commissions) was 3.10%
for the year ended December 31, 2017, and decreased from 3.43% for the year ended December 31, 2016. Our
expected range was 2.7% to 3.0%. In the mass market table games segment, drop was US$686.9 million for the
year ended December 31, 2017, representing an increase of US$136.4 million, or 24.8%, from US$550.5 million
for the year ended December 31, 2016. The mass market table games hold percentage was 29.6% for the year
ended December 31, 2017, demonstrating an increase from 28.0% for the year ended December 31, 2016.
Average net win per gaming machine per day was US$271 for the year ended December 31, 2017, an increase of
US$54, or 24.8%, from US$217 for the year ended December 31, 2016.
Rooms. Room revenues (including the retail value of promotional allowances) for the year ended
December 31, 2017 were US$271.5 million, representing a US$6.2 million, or 2.3%, increase from room
revenues (including the retail value of promotional allowances) of US$265.3 million for the year ended
December 31, 2016. The increase was primarily due to the increase in occupancy rate and average daily rate at
City of Dreams and Studio City as well as the improved occupancy at City of Dreams Manila.
The average daily rate, occupancy rate and REVPAR of each property are as follows:
Altira Macau
City of Dreams
Studio City
City of Dreams Manila
Year Ended December 31,
2017
2016
2017
2016
2017
2016
Average daily rate (US$) Occupancy rate REVPAR (US$)
204
202
140
158
205
200
136
159
96% 94% 196
97% 96% 196
99% 98% 138
96% 91% 152
193
192
133
145
Food, beverage and others. Food, beverage and other revenues (including the retail value of
promotional allowances) for the year ended December 31, 2017 included food and beverage revenues of
US$185.0 million and entertainment, retail and other revenues of US$203.8 million. Food, beverage and other
revenues (including the retail value of promotional allowances) for the year ended December 31, 2016 included
food and beverage revenues of US$177.5 million and entertainment, retail and other revenues of
US$197.0 million. The increase of US$14.2 million in food, beverage and other revenues from the year ended
90
December 31, 2016 to the year ended December 31, 2017 was primarily due to higher rental income at City of
Dreams as a result of the opening of the new retail precinct in phases between June and December 2016, higher
food and beverage revenue at City of Dreams and City of Dreams Manila driven by higher business volumes
associated with an increase in visitation during the year, partially offset by decreased entertainment, retail and
other revenues at Studio City since we generated more revenues from ticket sales in 2016 for more events held
including the live concerts from headline acts.
Operating costs and expenses
Total operating costs and expenses were US$4.68 billion for the year ended December 31, 2017,
representing an increase of US$0.5 billion, or 12.5%, from US$4.16 billion for the year ended December 31,
2016. The increase in operating costs was primarily due to the increase in operating costs at Studio City and City
of Dreams Manila, which was in-line with the increase in gaming volumes and associated higher revenues, as
well as higher development costs and property charges and other in 2017.
Casino. Casino expenses increased by US$0.47 billion, or 16.1%, to US$3.37 billion for the year ended
December 31, 2017 from US$2.90 billion for the year ended December 31, 2016 primarily due to increase in
gaming tax, other levies and commissions expenses at Studio City and City of Dreams Manila, which increased
as a result of increased gaming volumes and associated higher revenues, partially offset by the recovery of
previously provided doubtful debt in City of Dreams and Altira Macau.
Rooms. Room expenses, which represent the costs of operating the hotel facilities, remained stable at
US$32.6 million and US$33.2 million for the years ended December 31, 2017 and 2016.
Food, beverage and others. Food, beverage and other expenses were US$146.2 million and
US$175.6 million for the years ended December 31, 2017 and 2016, respectively. The decrease was primarily
due to decrease in performers’ fees as we held fewer events at Studio City in 2017 and lower payroll expenses.
General and administrative. General and administrative expenses increased by US$20.5 million, or
4.6%, to US$467.1 million for the year ended December 31, 2017 from US$446.6 million for the year ended
December 31, 2016, primarily due to the US$8.1 million one-off net gain on disposal of property and equipment
to Belle Corporation in 2016, and an increase in payroll expenses, professional fees and other general and
administrative expenses to support continuing and expanding operations in 2017.
Payments to the Philippine Parties. Payments to the Philippine Parties increased to US$51.7 million
for the year ended December 31, 2017 from US$34.4 million for the year ended December 31, 2016, due to the
improvement in gaming operations and resulting increase in revenues from gaming operations in City of Dreams
Manila.
Pre-opening costs. Pre-opening costs were US$2.3 million and US$3.9 million for the years ended
December 31, 2017 and 2016, respectively. Such costs relate primarily to personnel training, rental, marketing,
advertising and administrative costs in connection with new or start-up operations.
Development costs. Development costs were US$31.1 million and US$0.1 million for the years ended
December 31, 2017 and 2016, respectively, which predominantly related to marketing and promotion costs as
well as professional and consultancy fees for corporate business development.
Amortization of gaming subconcession. Amortization of our gaming subconcession continued to be
recognized on a straight-line basis at an annual rate of US$57.2 million for each of the years ended December 31,
2017 and 2016.
Amortization of land use rights. Amortization of land use rights expenses continued to be recognized
on a straight-line basis at an annual rate of US$22.8 million for each of the years ended December 31, 2017 and
2016.
91
Depreciation and amortization. Depreciation and amortization expenses decreased by US$11.7 million,
or 2.5%, to US$460.5 million for the year ended December 31, 2017 from US$472.2 million for the year ended
December 31, 2016.
Property charges and other. Property charges and other for the year ended December 31, 2017 were
US$31.6 million, which primarily included the asset write-offs and impairments of US$30.9 million as a result of
the remodel of gaming and non-gaming attractions as well as retail and food and beverage outlets at our
properties, US$3.8 million Typhoon Hato donation, US$3.7 million license termination fee and consulting fee as
a result of the rebranding of our hotel properties at City of Dreams, US$3.1 million termination costs as a result
of departmental restructuring, partially offset by the net gain of US$10.3 million from the insurance recovery on
property damage and other costs incurred for our Macau properties as a result of Typhoon Hato. Property charges
and other for the year ended December 31, 2016 were US$5.3 million, which primarily included the asset write-
offs and impairments of US$3.2 million as a result of the remodel of non-gaming attractions at City of Dreams,
US$2.1 million termination costs as a result of departmental restructuring and US$1.7 million legal and
professional fees for assisting in evaluating the capital structure of Studio City, partially offset by US$2.0 million
insurance recovery on furniture, fixtures and equipment damaged by the typhoon in the Philippines.
Non-operating expenses, net
Net non-operating expenses consist of interest income, interest expenses, net of capitalized interest,
amortization of deferred financing costs, loan commitment and other finance fees, foreign exchange gains
(losses), net, loss on extinguishment of debt and costs associated with debt modification, as well as
other non-operating income, net.
Interest income was US$3.6 million for the year ended December 31, 2017, as compared to
US$6.0 million for the year ended December 31, 2016. The decrease was primarily due to lower level of deposits
placed at banks during the year ended December 31, 2017.
Interest expenses were US$229.6 million (net of capitalized interest of US$37.5 million) for the year
ended December 31, 2017, compared to US$223.6 million (net of capitalized interest of US$29.0 million) for the
year ended December 31, 2016. The increase in interest expenses (net of interest capitalization) of
US$6.0 million was primarily due to higher interest expenses arisen from the higher borrowing rate as a result of
the refinancing of the Studio City Project Facility with 2016 Studio City Notes and 2021 Studio City Senior
Secured Credit Facility in November 2016, partially offset with higher interest capitalization of US$8.5 million
primarily for the development of Morpheus.
Other finance costs for the year ended December 31, 2017 amounted to US$32.3 million and included
US$26.2 million of amortization of deferred financing costs and US$6.1 million of loan commitment and other
finance fees. Other finance costs for the year ended December 31, 2016 amounted to US$55.8 million and
included US$48.3 million of amortization of deferred financing costs and US$7.5 million of loan commitment
and other finance fees. The decrease in amortization of deferred financing costs compared to the year ended
December 31, 2016 was primarily due to no amortization of deferred financing costs for the Studio City Project
Facility after its refinancing in November 2016. The deferred financing costs related to the 2016 Studio City
Notes and 2021 Studio City Senior Secured Credit Facility were lower compared to the deferred financing costs
for the Studio City Project Facility.
Loss on extinguishment of debt for the year ended December 31, 2017 was US$49.3 million,
represented a portion of the unamortized deferred financing costs and redemption costs of the 2013 Senior Notes
that were not eligible for capitalization as a result of refinancing and the write-off of unamortized deferred
financing costs as a result of partial redemption of the Philippine Notes. Loss on extinguishment of debt for the
year ended December 31, 2016 was US$17.4 million, represented break costs and a portion of the unamortized
deferred financing costs of the Studio City Project Facility that were not eligible for capitalization.
92
Costs associated with debt modification for the year ended December 31, 2017 were US$2.8 million,
which represented a portion of underwriting fee, legal and professional fees incurred for refinancing of the 2013
Senior Notes that were not eligible for capitalization. Costs associated with debt modification for the year ended
December 31, 2016 were US$8.1 million, which represented a portion of underwriting fee, legal and professional
fees incurred for refinancing of the Studio City Project Facility that were not eligible for capitalization.
Income tax credit (expense)
Income tax credit for the year ended December 31, 2017 was primarily attributable to over provision of
Macau Complementary Tax in prior years of US$2.6 million and a net deferred tax credit of US$2.3 million,
partially offset by Hong Kong Profits Tax of US$2.5 million and a lump sum tax payable of US$2.4 million in
lieu of Macau Complementary Tax otherwise due by Melco Resorts Macau’s shareholders on dividends
distributable to them by Melco Resorts Macau. The effective tax rate for the year ended December 31, 2017 was
0%, as compared to 10.9% for the year ended December 31, 2016. Such rates differ from the statutory Macau
Complementary Tax rate of 12% primarily due to the effect of profits generated by gaming operations exempted
from Macau Complementary Tax and Philippine Corporate Income Tax, the effect of changes in valuation
allowances, the effect of expenses for which no income tax benefits are receivable, the effect of income for
which no income tax expense is payable and the effect of different tax rates of subsidiaries operating in other
jurisdictions for the years ended December 31, 2017 and 2016. Our management currently does not expect to
realize significant income tax benefits associated with net operating loss carryforwards and other deferred tax
assets generated by our Macau and Philippines operations. However, to the extent that the financial results of our
Macau and Philippines operations improve and it becomes more likely than not that the deferred tax assets are
realizable, we will be able to reduce the valuation allowance related to the net operating losses and other deferred
tax assets.
Net loss attributable to noncontrolling interests
Our net loss attributable to noncontrolling interests of US$31.7 million for the year ended
December 31, 2017, compared to that of US$109.0 million for the year ended December 31, 2016, represented
the share of the Studio City’s expenses of US$33.4 million and City of Dreams Manila’s income of
US$1.7 million, respectively, by the respective minority shareholders for the year ended December 31, 2017.
The year-on-year decrease was primarily attributable to the share of net revenues generated by Studio City and
City of Dreams Manila, partially offset by the respective increase in the share of operating costs during the year
ended December 31, 2017.
Net income attributable to Melco Resorts & Entertainment Limited
As a result of the foregoing, we had net income of US$347.0 million for the year ended December 31,
2017, compared to US$175.9 million for the year ended December 31, 2016.
Year Ended December 31, 2016 Compared to Year Ended December 31, 2015
Revenues
Our total net revenues for the year ended December 31, 2016 were US$4.52 billion, an increase of
US$0.54 billion, or 13.7%, from US$3.97 billion for the year ended December 31, 2015. The increase in total net
revenues was primarily attributable to the net revenues generated by a fully-operating Studio City, which
commenced operations in October 2015, and the increase in net revenues generated by City of Dreams Manila,
which had a better performance in both gaming and non-gaming segments in the year ended December 31, 2016
compared to the previous year, partially offset by lower casino revenues at City of Dreams and Altira Macau
primarily driven by deteriorating demand from Chinese players as well as restrictive policies.
Our total net revenues for the year ended December 31, 2016 consisted of US$4.18 billion of casino
revenues, representing 92.4% of our total net revenues, and US$342.7 million of net non-casino revenues (total
93
non-casino revenues after deduction of promotional allowances). Our total net revenues for the year ended
December 31, 2015 comprised US$3.77 billion of casino revenues, representing 94.8% of our total net revenues,
and US$207.5 million of net non-casino revenues.
Casino. Casino revenues for the year ended December 31, 2016 were US$4.18 billion, representing a
US$0.41 billion, or 10.9%, increase from casino revenues of US$3.77 billion for the year ended December 31,
2015, primarily due to an increase in casino revenue at a fully-operating Studio City of US$599.8 million, which
commenced operations on October 27, 2015 and began rolling chip operations in November 2016, and at City of
Dreams Manila of US$186.1 million, which commenced junket operations in mid-2015, partially offset by a
decrease in casino revenues at City of Dreams and Altira Macau of US$223.1 million, or 8.3%, and
US$133.9 million, or 23.8%, respectively.
Altira Macau. Altira Macau’s rolling chip volume for the year ended December 31, 2016 was
US$17.7 billion, representing a decrease of US$6.1 billion, or 25.8%, from US$23.8 billion for the year ended
December 31, 2015. The rolling chip win rate (calculated before discounts and commissions) was 2.85% for the
year ended December 31, 2016 and was within our expected level of 2.7% to 3.0%, and increased slightly from
2.83% for the year ended December 31, 2015. In the mass market table games segment, drop was
US$494.7 million for the year ended December 31, 2016, representing a decrease of 19.7% from
US$616.1 million for the year ended December 31, 2015. The mass market table games hold percentage was
18.6% for the year ended December 31, 2016, demonstrating an increase from 17.9% for the year ended
December 31, 2015. Average net win per gaming machine per day was US$93 and US$98 for the years ended
December 31, 2016 and 2015, respectively.
City of Dreams. City of Dreams’ rolling chip volume for the year ended December 31, 2016 of
US$41.5 billion represented a decrease of US$2.6 billion, or 5.8%, from US$44.0 billion for the year ended
December 31, 2015. The rolling chip win rate (calculated before discounts and commissions) was 2.83% for the
year ended December 31, 2016 and was in line with our expected range of 2.7% to 3.0%, but decreased from
2.91% for the year ended December 31, 2015. In the mass market table games segment, drop was
US$4.31 billion for the year ended December 31, 2016 which represented a decrease of US$0.41 billion, or
8.6%, from US$4.71 billion for the year ended December 31, 2015. The mass market table games hold
percentage was 35.8% for the year ended December 31, 2016, demonstrating an increase from 35.1% for the year
ended December 31, 2015. Average net win per gaming machine per day was US$381 and US$404 for the years
ended December 31, 2016 and 2015, respectively.
Mocha Clubs. Mocha Clubs’ average net win per gaming machine per day for the year ended
December 31, 2016 was US$257, a decrease of US$46, or 15.2%, from US$303 for the year ended December 31,
2015.
Studio City. Studio City commenced operations on October 27, 2015 and began rolling chip operations
in November 2016. Rolling chip volume was US$1.3 billion and the rolling chip win rate (calculated before
discounts and commissions) was 1.39% for the year ended December 31, 2016. In the mass market table games
segment, drop was US$2,480.0 million for the year ended December 31, 2016, and increased from
US$365.3 million for the year ended December 31, 2015. The mass market table games hold percentage was
24.7% for the year ended December 31, 2016, demonstrating an increase from 22.4% for the year ended
December 31, 2015. Average net win per gaming machine per day was US$189 for the year ended December 31,
2016, an increase of US$21, or 12.8%, from US$168 for the year ended December 31, 2015.
City of Dreams Manila. City of Dreams Manila’s rolling chip volume for the year ended December 31,
2016 was US$6.8 billion, representing an increase of US$3.6 billion, or 110.1%, from US$3.3 billion for the year
ended December 31, 2015. The rolling chip win rate (calculated before discounts and commissions) was 3.43%
for the year ended December 31, 2016, and increased from 2.30% for the year ended December 31, 2015. In the
mass market table games segment, drop was US$550.5 million for the year ended December 31, 2016,
94
representing an increase of US$109.2 million, or 24.7%, from US$441.4 million for the year ended
December 31, 2015. The mass market table games hold percentage was 28.0% for the year ended December 31,
2016, demonstrating an increase from 26.3% for the year ended December 31, 2015. Average net win per gaming
machine per day was US$217 for the year ended December 31, 2016, an increase of US$46, or 27.2%, from
US$170 for the year ended December 31, 2015.
Rooms. Room revenues (including the retail value of promotional allowances) for the year ended
December 31, 2016 were US$265.3 million, representing a US$65.6 million, or 32.8%, increase from room
revenues (including the retail value of promotional allowances) of US$199.7 million for the year ended
December 31, 2015. The increase was primarily due to the room revenues from a full year operation of Studio
City, which consists of Celebrity Tower and the all-suite Star Tower, which offers approximately 1,600 guest
rooms in total. The increase was offset in part by the decrease in room revenues at City of Dreams and Altira
Macau due to the declined occupancy rate and decrease in average daily rate.
The average daily rate, occupancy rate and REVPAR of each property are as follows:
Altira Macau
City of Dreams
Studio City
City of Dreams Manila
2016
Year Ended December 31,
2016
2015
2015
2016
2015
Average daily rate (US$) Occupancy rate REVPAR (US$)
205
200
136
159
212
201
136
191
94% 98% 193
96% 99% 192
98% 98% 133
91% 86% 145
209
198
133
164
Food, beverage and others. Food, beverage and other revenues (including the retail value of
promotional allowances) for the year ended December 31, 2016 included food and beverage revenues of
US$177.5 million and entertainment, retail and other revenues of US$197.0 million. Food, beverage and other
revenues (including the retail value of promotional allowances) for the year ended December 31, 2015 included
food and beverage revenues of US$126.8 million and entertainment, retail and other revenues of
US$117.5 million. The increase of US$130.1 million in food, beverage and other revenues from the year ended
December 31, 2015 to the year ended December 31, 2016 was primarily due to the first full year operation of
Studio City in 2016 with its attractions including Golden Reel, Batman Dark Flight and The House of Magic,
concerts held in the Studio City Event Center as well as its food and beverage outlets, together with the increased
entertainment, retail and other revenues at City of Dreams mainly driven by the opening of the new retail
precinct in 2016.
Operating costs and expenses
Total operating costs and expenses were US$4.16 billion for the year ended December 31, 2016,
representing an increase of US$279.9 million, or 7.2%, from US$3.88 billion for the year ended December 31,
2015. The increase in operating costs was primarily due to the first full year operation of Studio City in 2016 and
improved performance of City of Dreams Manila, partially offset by a decrease in operating costs at City of
Dreams and Altira Macau, which was in-line with the decline in gaming volumes and associated lower revenues.
Casino. Casino expenses increased by US$250.2 million, or 9.4%, to US$2.90 billion for the year
ended December 31, 2016 from US$2.65 billion for the year ended December 31, 2015 primarily due to the
casino expenses at a fully-operating Studio City, increase in casino expenses at City of Dreams Manila, which
had a better performance in all gaming segments in the year ended December 31, 2016 compared to the previous
year, and higher provision for doubtful debt in City of Dreams and Altira Macau. The increase was offset in part
by the decrease in gaming tax, payroll and other levies and commission expenses at City of Dreams and Altria
Macau, which decreased as a result of decreased gaming volumes and associated lower revenues.
95
Rooms. Room expenses, which represent the costs of operating the hotel facilities were
US$33.2 million and US$23.4 million for the years ended December 31, 2016 and 2015, respectively. The
increase was primarily due to the first full year hotel operations in Studio City in 2016.
Food, beverage and others. Food, beverage and other expenses were US$175.6 million and
US$120.8 million for the years ended December 31, 2016 and 2015, respectively. The increase was primarily due
to payroll, performers’ fees and other operating costs associated with the full year operation of Studio City.
General and administrative. General and administrative expenses increased by US$62.7 million, or
16.3%, to US$446.6 million for the year ended December 31, 2016 from US$383.9 million for the year ended
December 31, 2015, primarily due to the general and administrative expenses for the full year operation of Studio
City, partially offset by the decrease in general and administrative expenses in other properties as a result of our
continuous efforts and measures implemented to control costs.
Payments to the Philippine Parties. Payments to the Philippine Parties increased to US$34.4 million
for the year ended December 31, 2016 from US$16.5 million for the year ended December 31, 2015, due to the
improvement in gaming operations and resulting increase in revenues from gaming operations in City of Dreams
Manila.
Pre-opening costs. Pre-opening costs were US$3.9 million for the year ended December 31, 2016 as
compared to US$168.2 million for the year ended December 31, 2015. Such costs relate primarily to personnel
training, rental, marketing, advertising and administrative costs in connection with new or start-up operations.
The pre-opening costs were higher in the year ended December 31, 2015 mainly due to the commencement of
operations of Studio City in October 2015 and the grand opening of City of Dreams Manila in February 2015.
Amortization of gaming subconcession. Amortization of our gaming subconcession continued to be
recognized on a straight-line basis at an annual rate of US$57.2 million for each of the years ended December 31,
2016 and 2015.
Amortization of land use rights. Amortization of land use rights expenses were US$22.8 million and
US$54.1 million for the years ended December 31, 2016 and 2015, respectively. The decrease was primarily due
to the extension of the estimated terms of the land use rights in Macau which went into effect in October 2015.
Depreciation and amortization. Depreciation and amortization expenses were US$472.2 million and
US$359.3 million for the years ended December 31, 2016 and 2015, respectively. The increase was primarily due
to the full year depreciation of assets at Studio City, partially offset by a decrease in depreciation resulting from
the extension of the estimated useful lives of building structures of Altira Macau and City of Dreams which went
into effect in October 2015.
Property charges and other. Property charges and other for the year ended December 31, 2016 were
US$5.3 million, which primarily included the asset write-offs and impairments of US$3.2 million as a result of
the remodel of non-gaming attractions at City of Dreams, US$2.1 million termination costs as a result of
departmental restructuring and US$1.7 million legal and professional fees for assisting in evaluating the capital
structure of Studio City, partially offset by US$2.0 million insurance recovery on furniture, fixtures and
equipment damaged by the typhoon in the Philippines. Property charges and other for the year ended
December 31, 2015 were US$38.1 million, which primarily included US$30.3 million provision for input value-
added tax primarily pertaining to certain construction of City of Dreams Manila, which is expected to
be non-recoverable and US$5.5 million termination costs as a result of departmental restructuring.
Non-operating expenses, net
Net non-operating expenses consist of interest income, interest expenses, net of capitalized interest,
amortization of deferred financing costs, loan commitment and other finance fees, foreign exchange gains
96
(losses), net, loss on extinguishment of debt and costs associated with debt modification, as well as
other non-operating income, net.
Interest income was US$6.0 million for the year ended December 31, 2016, as compared to
US$13.9 million for the year ended December 31, 2015. The decrease was primarily due to lower level of
deposits placed at banks during the year ended December 31, 2016.
Interest expenses were US$223.6 million (net of capitalized interest of US$29.0 million) for the year
ended December 31, 2016, compared to US$118.3 million (net of capitalized interest of US$134.8 million) for
the year ended December 31, 2015. The increase in interest expenses (net of interest capitalization) of
US$105.2 million was primarily due to lower interest capitalization of US$105.8 million primarily associated
with the cessation of interest capitalization for Studio City since its opening in October 2015.
Other finance costs for the year ended December 31, 2016 amounted to US$55.8 million and included
US$48.3 million of amortization of deferred financing costs (nil capitalization) and US$7.5 million of loan
commitment and other finance fees. Other finance costs for the year ended December 31, 2015 amounted to
US$45.8 million and included US$38.5 million of amortization of deferred financing costs (net of capitalization
of US$5.5 million) and US$7.3 million of loan commitment and other finance fees. The increase in amortization
of deferred financing costs compared to the year ended December 31, 2015 was primarily due to the cessation of
capitalization of amortization of deferred financing costs associated with the opening of Studio City in October
2015 and the increase in amortization of deferred financing costs arising from the refinancing of the 2011 Credit
Facilities with the 2015 Credit Facilities in late June 2015.
Loss on extinguishment of debt for the year ended December 31, 2016 was US$17.4 million,
represented break costs and a portion of the unamortized deferred financing costs of the Studio City Project
Facility that were not eligible for capitalization. Loss on extinguishment of debt for the year ended December 31,
2015 was US$0.5 million, which represented the unamortized deferred financing costs of the 2011 Credit
Facilities that were not eligible for capitalization.
Costs associated with debt modification for the year ended December 31, 2016 were US$8.1 million,
represented a portion of underwriting fee, legal and professional fees incurred for refinancing of the Studio City
Project Facility that were not eligible for capitalization. Costs associated with debt modification for the year
ended December 31, 2015 were US$7.6 million, represented legal and professional fees incurred for the loan
documentation amendment of the Studio City Project Facility and refinancing of the 2011 Credit Facilities that
were not eligible for capitalization.
Income tax expense
Income tax expense for the year ended December 31, 2016 was primarily attributable to a lump sum
tax payable of US$2.8 million in lieu of Macau Complementary Tax otherwise due by Melco Resorts Macau’s
shareholders on dividends distributable to them by Melco Resorts Macau, Macau Complementary Tax of
US$2.8 million, Hong Kong Profits Tax of US$1.9 million and a net deferred tax charge of US$0.8 million. The
effective tax rate for the year ended December 31, 2016 was 10.9%, as compared to a credit rate of (1.7%) for the
year ended December 31, 2015. Such rates differ from the statutory Macau Complementary Tax rate of 12%
primarily due to the effect of profits generated by gaming operations exempted from Macau Complementary Tax
and Philippine Corporate Income Tax, the effect of changes in valuation allowances, the effect of expenses for
which no income tax benefits are receivable and the effect of different tax rates of subsidiaries operating in other
jurisdictions for the years ended December 31, 2016 and 2015. Our management currently does not expect to
realize significant income tax benefits associated with net operating loss carryforwards and other deferred tax
assets generated by our Macau and Philippines operations. However, to the extent that the financial results of our
Macau and Philippines operations improve and it becomes more likely than not that the deferred tax assets are
realizable, we will be able to reduce the valuation allowance related to the net operating losses and other deferred
tax assets.
97
Net loss attributable to noncontrolling interests
Our net loss attributable to noncontrolling interests of US$109.0 million for the year ended
December 31, 2016, compared to that of US$166.6 million for the year ended December 31, 2015, represented
the share of the Studio City’s expenses of US$100.0 million and City of Dreams Manila’s expenses of
US$9.0 million, respectively, by the respective minority shareholders for the year ended December 31, 2016.
The year-on-year decrease was primarily attributable to the share of net revenues generated by Studio City and
City of Dreams Manila and the decrease in noncontrolling interests’ share of pre-opening costs, partially offset
by the increase in the share, respectively, of Studio City’s operating costs and financing costs and City of Dreams
Manila’s operating costs during the year ended December 31, 2016.
Net income attributable to Melco Resorts & Entertainment Limited
As a result of the foregoing, we had net income of US$175.9 million for the year ended December 31,
2016, compared to US$105.7 million for the year ended December 31, 2015.
Adjusted Property EBITDA and Adjusted EBITDA
Our earnings before interest, taxes, depreciation, amortization, pre-opening costs, development costs,
property charges and other, share-based compensation, payments to the Philippine Parties, land rent to Belle
Corporation, net gain on disposal of property and equipment to Belle Corporation, Corporate and Other expenses
and other non-operating income and expenses, or Adjusted property EBITDA, were US$1,422.8 million,
US$1,087.5 million and US$932.0 million for the years ended December 31, 2017, 2016 and 2015, respectively.
Adjusted property EBITDA of Altira Macau, City of Dreams, Mocha Clubs and City of Dreams Manila were
US$20.7 million, US$804.9 million, US$26.6 million and US$235.0 million, respectively, for the year ended
December 31, 2017, US$5.1 million, US$742.3 million, US$23.8 million and US$160.3 million, respectively, for
the year ended December 31, 2016 and US$36.3 million, US$798.5 million, US$30.3 million and
US$55.4 million, respectively, for the year ended December 31, 2015. Studio City commenced operations on
October 27, 2015 and recorded Adjusted property EBITDA of US$335.6 million, US$156.0 million and
US$11.6 million for the years ended December 31, 2017, 2016 and 2015, respectively.
Our earnings before interest, taxes, depreciation, amortization, pre-opening costs, development costs,
property charges and other, share-based compensation, payments to the Philippine Parties, land rent to Belle
Corporation, net gain on disposal of property and equipment to Belle Corporation and other non-operating
income and expenses, or Adjusted EBITDA, were US$1,285.3 million, US$972.7 million and US$816.2 million
for the years ended December 31, 2017, 2016 and 2015, respectively.
Our management uses Adjusted property EBITDA to measure the operating performance of our Altira
Macau, City of Dreams, Studio City, City of Dreams Manila and Mocha Clubs businesses, and to compare the
operating performance of our properties with those of our competitors. Adjusted EBITDA and Adjusted property
EBITDA are also presented as supplemental disclosures because management believes they are widely used to
measure performance and as a basis for valuation of gaming companies. Our management also uses Adjusted
property EBITDA and Adjusted EBITDA because they are used by some investors as a way to measure a
company’s ability to incur and service debt, make capital expenditures and meet working capital requirements.
Gaming companies have historically reported similar measures as a supplement to financial measures in
accordance with generally accepted accounting principles, in particular, U.S. GAAP or International Financial
Reporting Standards.
However, Adjusted property EBITDA or Adjusted EBITDA should not be considered in isolation,
construed as an alternative to profit or operating profit, treated as an indicator of our U.S. GAAP operating
performance, other operating operations or cash flow data, or interpreted as an alternative to cash flow as a
measure of liquidity. Adjusted property EBITDA and Adjusted EBITDA presented in this annual report may not
98
be comparable to other similarly titled measures of other companies’ operating in the gaming or other business
sectors. While our management believes these figures may provide useful additional information to investors
when considered in conjunction with our U.S. GAAP financial statements and other information in this annual
report, less reliance should be placed on Adjusted property EBITDA or Adjusted EBITDA as a measure in
assessing our overall financial performance.
Reconciliation of Net Income Attributable to Melco Resorts & Entertainment Limited to Adjusted
EBITDA and Adjusted Property EBITDA
Net income attributable to Melco Resorts &
Entertainment Limited
Net loss attributable to noncontrolling interests
Net income (loss)
Income tax (credit) expense
Interest and other non-operating expenses, net
Property charges and other
Share-based compensation
Depreciation and amortization
Development costs
Pre-opening costs
Net gain on disposal of property and equipment
to Belle Corporation
Land rent to Belle Corporation
Payments to the Philippine Parties
Adjusted EBITDA
Corporate and Other expenses
Adjusted property EBITDA
Year Ended December 31,
2017
2016
2015
(in thousands of US$)
$ 347,002
(31,709)
$ 175,906
(108,988)
$ 105,747
(166,555)
315,293
(10)
292,329
31,616
17,305
540,575
31,115
2,274
—
3,143
51,661
1,285,301
137,468
66,918
8,178
288,020
5,298
18,487
552,272
95
3,883
(8,134)
3,327
34,403
972,747
114,770
(60,808)
1,031
158,192
38,068
20,827
470,634
110
168,172
—
3,476
16,547
816,249
115,735
$1,422,769
$1,087,517
$ 931,984
Critical Accounting Policies and Estimates
Management’s discussion and analysis of our results of operations and liquidity and capital resources
are based on our consolidated financial statements. Our consolidated financial statements were prepared in
conformity with U.S. GAAP. Certain of our accounting policies require that management apply significant
judgment in defining the appropriate assumptions integral to financial estimates. On an ongoing basis,
management evaluates those estimates and judgments are made based on information obtained from our
historical experience, terms of existing contracts, industry trends and outside sources, that are currently available
to us, and on various other assumptions that management believes to be reasonable and appropriate in the
circumstances. However, by their nature, judgments are subject to an inherent degree of uncertainty, and
therefore actual results could differ from our estimates. We believe that the critical accounting policies discussed
below affect our more significant judgments and estimates used in the preparation of our consolidated financial
statements.
Property and Equipment and Other Long-lived Assets
During the development and construction stage of our casino gaming and entertainment casino resort
facilities, direct and incremental costs related to the design and construction, including costs under the
construction contracts, duties and tariffs, equipment installation, shipping costs, payroll and payroll benefit
99
related costs, applicable portions of interest and amortization of deferred financing costs, are capitalized in
property and equipment. The capitalization of such costs begins when the construction and development of a
project starts and ceases once the construction is substantially completed or development activity is suspended
for more than a brief period. Pre-opening costs, consisting of marketing and other expenses related to our new
or start-up operations are expensed as incurred.
Depreciation and amortization expense related to capitalized construction costs and other property and
equipment is recognized from the time each asset is placed in service. This may occur at different stages as
casino gaming and entertainment casino resort facilities are completed and opened.
Property and equipment and other long-lived assets with a finite useful life are depreciated and
amortized on a straight-line basis over the asset’s estimated useful life. The estimated useful lives are based on
factors including the nature of the assets, its relationship to other assets, our operating plans and anticipated use
and other economic and legal factors that impose limits. The remaining estimated useful lives of the property and
equipment are periodically reviewed. For the review of estimated useful lives of buildings of Altira Macau and
City of Dreams, we considered factors such as the business and operating environment of the gaming industry in
Macau, laws and regulations in Macau and our anticipated usage of the buildings. As a result, effective from
October 1, 2015, the estimated useful lives of certain buildings assets of Altira Macau and City of Dreams have
been extended in order to reflect the estimated periods during which the buildings are expected to remain in
service. The estimated useful lives of certain buildings assets of Altira Macau and City of Dreams were changed
from 25 years to 40 years from the date the buildings were placed in service. The changes in estimated useful
lives of these buildings assets have resulted in a reduction in depreciation of US$5.8 million, an increase in net
income attributable to Melco Resorts & Entertainment Limited of US$5.8 million and an increase in basic and
diluted earnings per share of US$0.004 for the year ended December 31, 2015.
Our land use rights in Macau under the land concession contracts for Altira Macau, City of Dreams and
Studio City are being amortized over the estimated term of the land use rights on a straight-line basis. The
amortization of land use rights is recognized from the date construction commences. Each land concession
contract in Macau has an initial term of 25 years and is renewable for further consecutive periods of ten years,
subject to applicable legislation in Macau. The land use rights were originally amortized over the initial term of
25 years, in which the expiry dates of the land use rights of Altira Macau, City of Dreams and Studio City are
March 2031, August 2033 and October 2026, respectively. The estimated term of the land use rights are
periodically reviewed. For the review of such estimated term of the land use rights under the applicable land
concession contracts, we considered factors such as the business and operating environment of the gaming
industry in Macau, laws and regulations in Macau, and our development plans. As a result, effective from
October 1, 2015, the estimated term of the land use rights under the land concession contracts for Altira Macau,
City of Dreams and Studio City, in accordance with the relevant accounting standards, have been extended to
April 2047, May 2049 and October 2055, respectively which aligned with the estimated useful lives of certain
buildings assets of 40 years. The changes in estimated term of the land use rights under the applicable land
concession contracts have resulted in a reduction in amortization of land use rights of US$10.4 million, an
increase in net income attributable to Melco Resorts & Entertainment Limited of US$6.8 million and an increase
in basic and diluted earnings per share of US$0.004 for the year ended December 31, 2015.
Costs of repairs and maintenance are charged to expense when incurred. The cost and accumulated
depreciation of property and equipment retired or otherwise disposed of are eliminated from the respective
accounts and any resulting gain or loss is included in operating income or loss.
Our total capital expenditures for the years ended December 31, 2017, 2016 and 2015 were
US$559.0 million, US$437.9 million and US$1,455.8 million, respectively, of which US$392.0 million,
US$351.9 million and US$1,258.4 million, respectively, were attributable to our development and construction
projects, with the remainder primarily related to the enhancements to our integrated resort offerings of our
properties. The development and construction capital expenditures primarily related to the development and
100
construction of various projects at City of Dreams, including Morpheus, and Studio City during the years ended
December 31, 2017, 2016 and 2015. Refer to note 23 to the consolidated financial statements included elsewhere
in this annual report for further details of these capital expenditures.
We also review our property and equipment and other long-lived assets with finite lives to be held and
used for impairment whenever indicators of impairment exist. If an indicator of impairment exists, we then
compare the estimated future cash flows of the asset, on an undiscounted basis, to the carrying value of the asset.
The undiscounted cash flows of such assets are measured by first grouping our long-lived assets into asset groups
and, secondly, estimating the undiscounted future cash flows that are directly associated with and expected to
arise from the use of and eventual disposition of such asset group. We define an asset group as the lowest level
for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities and
estimate the undiscounted cash flows over the remaining useful life of the primary asset within the asset group. If
the undiscounted cash flows exceed the carrying value, no impairment is indicated. If the undiscounted cash
flows do not exceed the carrying value, then an impairment charge is recorded based on the fair value of the asset
group, typically measured using a discounted cash flow model. If an asset is still under development, future cash
flows include remaining construction costs. All recognized impairment losses are recorded as operating
expenses.
During the years ended December 31, 2017, 2016 and 2015, impairment losses of US$23.2 million,
US$3.2 million and nil were recognized mainly due to reconfiguration and renovation at our operating properties.
Goodwill and Purchased Intangible Assets
We review the carrying value of goodwill and purchased intangible assets with indefinite useful lives,
representing the trademarks of Mocha Clubs, that arose from the acquisition of Mocha Slot Group Limited and
its subsidiaries by our Company in 2006, for impairment at least on an annual basis or whenever events or
changes in circumstances indicate that the carrying value may not be recoverable.
When performing the impairment analysis for goodwill and intangible assets with indefinite lives, we
may first perform a qualitative assessment to determine whether it is more likely than not that the asset is
impaired. If we determine a qualitative assessment is to be performed, we assess certain qualitative factors
including, but not limited to, the results of the most recent quantitative impairment test, operating results and
projected operating results, and macro-economic and industry conditions. If we determined that it is more likely
than not that the asset is impaired after assessing the qualitative factors, we then perform a quantitative
impairment test.
To perform a quantitative impairment test of goodwill, we perform an assessment that consists of a
comparison of the carrying value of our reporting unit with its fair value. If the carrying value of a reporting unit
exceeds its fair value, we would perform the second step in our assessment process and record an impairment
loss to earnings to the extent the carrying amount of the reporting unit’s goodwill exceeds its implied fair value.
We estimate the fair value of our reporting unit through internal analysis and external valuations, which utilize
income and market valuation approaches through the application of capitalized earnings and discounted cash
flow methods. These valuation techniques are based on a number of estimates and assumptions, including the
projected future operating results of the reporting unit, discount rates, long-term growth rates and market
comparables.
To perform a quantitative impairment test of the trademarks of Mocha Clubs, we perform an
assessment that consists of a comparison of their carrying values with their fair values using the
relief-from-royalty method. Under this method, we estimate the fair values of the trademarks through internal
and external valuations, mainly based on the incremental after-tax cash flow representing the royalties that we
are relieved from paying given we are the owner of the trademarks. These valuation techniques are based on a
number of estimates and assumptions, including the projected future revenues of the trademarks, calculated using
an appropriate royalty rate, discount rate and long-term growth rates.
101
We have performed annual tests for impairment of goodwill and trademarks in accordance with the
accounting standards regarding goodwill and other intangible assets. As of December 31, 2017, we performed
qualitative assessments for goodwill and trademarks and determined that it was not more likely than not that
goodwill and trademarks were impaired. As of December 31, 2016, the detailed quantitative impairment tests
were performed and computed the fair value of our reporting unit was in excess of the carrying amount and fair
values of the trademarks were in excess of their carrying amounts. As a result of these assessments, we
determined that no impairment of goodwill and trademarks existed as of December 31, 2017 and 2016.
Determining the fair value of goodwill and trademarks of Mocha Clubs is judgmental in nature and
requires the use of significant estimates and assumptions, including projected future operating results of the
reporting unit, discount rates, long-term growth rates and future market conditions. Future changes to our
estimates and assumptions based upon changes in operating results, macro-economic factors or management’s
intentions may result in future changes to the fair value of the goodwill and trademarks of Mocha Clubs.
Share-based Compensation
We measure the cost of employee services received in exchange for an award of equity instruments
based on the grant-date fair value of the award and recognize the cost over the service period in accordance with
applicable accounting standards. We use the Black-Scholes valuation model to value the equity instruments
issued. The Black-Scholes valuation model requires the use of highly subjective assumptions of expected
volatility of the underlying stock, risk-free interest rates and the expected term of options granted. Management
determines these assumptions through internal analysis and external valuations utilizing current market rates,
making industry comparisons and reviewing conditions relevant to us.
The expected volatility and expected term assumptions can impact the fair value of share options. We
estimate the expected volatility based on our historical volatility and estimate the expected term based upon the
vesting term or the historical expected term of publicly traded companies. We believe that the valuation
techniques and the approach utilized in developing our assumptions are reasonable in calculating the fair value of
the share options we granted. For 2017 awards (excluding any options granted under modification), either a 10%
change in the volatility assumption or a 10% change in the expected term assumption would not have a material
effect on the change in fair value. These assumed changes in fair value would have been recognized over the
vesting schedule of such awards. It should be noted that a change in expected term would cause other changes,
since the risk-free rate and volatility assumptions are specific to the term; we did not attempt to adjust those
assumptions in performing the sensitivity analysis above.
Revenue Recognition
We recognize revenue at the time persuasive evidence of an arrangement exists, the service is provided
or the retail goods are sold, prices are fixed or determinable and collection is reasonably assured.
Casino revenues are measured by the aggregate net difference between gaming wins and losses less
accruals for the anticipated payouts of progressive slot jackpots. Funds deposited by customers in advance and
chips in the customers’ possession are recognized as a liability before gaming play occurs.
We follow the accounting standards for reporting revenue gross as a principal versus net as an agent,
when accounting for the operations of certain hotels and Taipa Square Casino. For the operations of certain
hotels, we are the owner of the hotel properties, and the hotel managers operate the hotels under management
agreements providing management services to us, and we receive all rewards and take substantial risks associated
with the hotels’ business; we are the principal and the transactions are, therefore, recognized on a gross basis. For
the operations of Taipa Square Casino, given that we operate the casino under a right to use agreement with the
owner of the casino premises and have full responsibility for the casino operations in accordance with our
gaming subconcession. As such, we are the principal and casino revenue is, therefore, recognized on a gross
basis.
102
Room revenues, food and beverage revenues, and entertainment, retail and other revenues are
recognized when services are provided or retail goods are sold. Advance deposits on rooms and advance ticket
sales are recorded as customer deposits until services are provided to the customer. Minimum operating and right
to use fees, adjusted for contractual base fees and operating fees escalations, are included in entertainment, retail
and other revenues and are recognized on a straight-line basis over the terms of the related agreements.
Revenues are recognized net of certain sales incentives which are required to be recorded as a
reduction of revenue; consequently, our casino revenues are reduced by discounts, commissions (including
commission rebated indirectly to rolling chip players) and points from customer loyalty programs, such as the
player’s club loyalty program. We estimate commission rebated indirectly to rolling chip players based on our
assessment of gaming promoters’ practice and current market conditions.
The retail values of rooms, food and beverage, entertainment, retail and other services furnished to
guests without charge are included in gross revenues and then deducted as promotional allowances. The
estimated cost of providing such promotional allowances is reclassified from rooms costs, food and beverage
costs, and entertainment, retail and other services costs and is primarily included in casino expenses.
Accounts Receivable and Credit Risk
Financial instruments that potentially subject our Company to concentrations of credit risk consist
principally of casino receivables. We issue credit in the form of markers to approved casino customers following
investigations of creditworthiness including to our gaming promoters in Macau and the Philippines. Such
accounts receivable can be offset against commissions payable and any other value items held by us to the
respective customer and for which we intend to set off when required. For the years ended December 31, 2017,
2016 and 2015, approximately 31.4%, 23.5% and 29.1% of our casino revenues were derived from customers
sourced through our rolling chip gaming promoters, respectively.
As of December 31, 2017 and 2016, a substantial portion of our markers were due from customers and
gaming promoters residing in foreign countries. Business or economic conditions, the legal enforceability of
gaming debts, or other significant events in foreign countries could affect the collectability of receivables from
customers and gaming promoters residing in these countries.
Accounts receivable, including casino, hotel, and other receivables, are typically non-interest bearing
and are initially recorded at cost. Accounts are written off when management deems it is probable the receivable
is uncollectible. Recoveries of accounts previously written off are recorded when received. An estimated
allowance for doubtful debts is maintained to reduce our receivables to their carrying amounts, which
approximate fair values. The allowance is estimated based on our specific reviews of customer accounts as well
as management’s experience with collection trends in the casino industry and current economic and business
conditions. For balances over a specified dollar amount, our review is based upon the age of the specific account
balance, the customer’s financial condition, collection history and any other known information. At
December 31, 2017, a 100 basis-point change in the estimated allowance for doubtful debts as a percentage of
casino receivables would change the provision for doubtful debts by approximately US$3.8 million.
Income Tax
Deferred income taxes are recognized for all significant temporary differences between the tax basis of
assets and liabilities and their reported amounts in the consolidated financial statements. Deferred tax assets are
reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some
portion or all of the deferred tax assets will not be realized. Current income taxes are provided for in accordance
with the laws of the relevant taxing authorities. As of December 31, 2017 and 2016, we recorded valuation
allowances of US$226.6 million and US$226.1 million, respectively, as management does not believe that it is
more likely than not that the deferred tax assets will be realized. Our assessment considers, among other matters,
103
the nature, frequency and severity of current and cumulative losses, forecasts of future profitability, and the
duration of statutory carryforward periods. To the extent that the financial results of our operations improve and
it becomes more likely than not that the deferred tax assets are realizable, the valuation allowances will be
reduced.
Recent Changes in Accounting Standards
See note 2 to the consolidated financial statements included elsewhere in this report for discussion of
recent changes in accounting standards.
B. 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 December 31, 2017, we held cash and cash equivalents, investments in mutual funds that mainly
invest in bonds and fixed-interest securities, bank deposits with original maturities over three months and
restricted cash of approximately US$1,408.2 million, US$89.9 million, US$9.9 million and US$45.5 million,
respectively, 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.
The HK$233.0 million (equivalent to approximately US$29.9 million) revolving credit facility under
the 2021 Studio City Senior Secured Credit Facility is available for future drawdown as of December 31, 2017,
subject to satisfaction of certain conditions precedent.
MRP entered into a PHP2.35 billion (equivalent to approximately US$47.2 million) bank credit facility
with the availability up to May 29, 2018, which remains available for future drawdown as of December 31, 2017,
subject to satisfaction of certain conditions precedent.
As of December 31, 2017, restricted cash primarily represented the unspent cash from the capital
injection for the remaining project for Studio City from our Company and SCI minority shareholder in
accordance with our shareholder agreement, which was restricted only for the initial development costs and other
project costs of the remaining project of Studio City; and certain bank account balances required to be
maintained in accordance with the Studio City Notes to serve the interest repayment obligations.
We have been able to meet our working capital needs, and we believe that our operating cash flow,
existing cash balances, funds available under various credit facilities and any additional equity or debt financings
will be adequate to satisfy our current and anticipated operating, debt and capital commitments, including our
development project plans, as described in “— Other Financing and Liquidity Matters” below. For any additional
financing requirements, we cannot provide assurance that future borrowings will be available. See “Item 3. Key
Information — D. Risk Factors — Risks Relating to Our Financing and Indebtedness” for more information. We
have significant indebtedness and will continue to evaluate our capital structure and opportunities to enhance it in
the normal course of our activities. We may from time to time seek to retire or purchase our outstanding debt
through cash purchases, in open market purchases, privately-negotiated transactions or otherwise. Such
purchases, if any, will depend on prevailing market conditions, our liquidity requirements, contractual
restrictions and other factors. The amounts involved may be material.
104
Cash Flows
The following table sets forth a summary of our cash flows for the years indicated:
Net cash provided by operating activities
Net cash (used in) provided by investing
activities
Net cash used in financing activities
Effect of foreign exchange on cash and cash
equivalents
Net (decrease) increase in cash and cash
equivalents
Cash and cash equivalents at beginning of year
Year Ended December 31,
2017
2016
2015
$ 1,162,500
(in thousands of US$)
$ 1,158,128
$ 522,026
(410,226)
(1,046,041)
280,604
(1,339,717)
(469,656)
(29,688)
(332)
(7,731)
(9,311)
(294,099)
1,702,310
91,284
1,611,026
13,371
1,597,655
Cash and cash equivalents at end of year
$ 1,408,211
$ 1,702,310
$1,611,026
Operating Activities
Operating cash flows are generally affected by changes in operating income and accounts receivable
with 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
are conducted primarily on a cash basis.
Net cash provided by operating activities was US$1,162.5 million for the year ended December 31,
2017, compared to US$1,158.1 million for the year ended December 31, 2016. The increase in net cash provided
by operating activities was primarily contributed from an improvement in underlying operating performance as
described in the foregoing section net with increased working capital for operations.
Net cash provided by operating activities was US$1,158.1 million for the year ended December 31,
2016, compared to US$522.0 million for the year ended December 31, 2015. The increase in net cash provided
by operating activities was primarily contributed from an improvement in underlying operating performance as
described in the foregoing section, including the contribution from the full-year operation of Studio City, and
decreased working capital for operations.
Investing Activities
Net cash used in investing activities was US$410.2 million for the year ended December 31, 2017,
compared to net cash provided by investing activities of US$280.6 million for the year ended December 31,
2016. The change was primarily due to a decrease in net withdrawals of bank deposits with original maturities
over three months, payments for investment securities and an increase in restricted cash for the year ended
December 31, 2017. Net cash used in investing activities for the year ended December 31, 2017 mainly included
capital expenditure payments of US$486.4 million, payments for investment securities of US$91.0 million,
deposits for acquisition of property and equipment of US$16.4 million, advance payments for construction costs
of US$12.2 million and an increase in restricted cash of US$6.2 million, which were offset in part by the net
withdrawal of bank deposits with original maturities over three months of US$201.0 million.
The increase of US$6.2 million in the amount of restricted cash for the year ended December 31, 2017
was primarily due to the placement to bank accounts which are restricted in accordance with the terms of the
respective agreements of the Studio City Notes and the 2021 Studio City Senior Secured Credit Facility for
payment of Studio City project costs and interest payment.
105
Net cash provided by investing activities was US$280.6 million for the year ended December 31, 2016,
compared to net cash used in investing activities of US$469.7 million for the year ended December 31, 2015. The
change was primarily due to the net withdrawals of bank deposits with original maturities over three months and
the decrease in capital expenditure payments upon Studio City opening in October 2015, partially offset by a
smaller decrease in restricted cash for the year ended December 31, 2016. Net cash provided by investing
activities for the year ended December 31, 2016 mainly included the net withdrawal of bank deposits with
original maturities over three months of US$513.9 million, a decrease in restricted cash of US$277.6 million and
proceeds from sale of property and equipment of US$28.9 million, which were offset in part by capital
expenditure payments of US$500.2 million, advance payments for construction costs of US$31.6 million and
deposits for acquisition of property and equipment of US$4.2 million.
The decrease of US$277.6 million in the amount of restricted cash for the year ended December 31,
2016 was primarily due to the release of restricted cash required by the terms under Studio City Project Facility
upon the repayment of Studio City Project Facility in full (other than HK$1.0 million rolled over into a term loan
facility under the 2021 Studio City Senior Secured Credit Facility), and the withdrawal and payment of Studio
City project costs from bank accounts that are restricted for Studio City project costs.
Our total capital expenditure payments were US$486.4 million and US$500.2 million for the years
ended December 31, 2017 and 2016, respectively. Such expenditures were mainly associated with our
development projects, including Morpheus, which is the third phase of City of Dreams, as well as enhancement
to our integrated resort offerings. We also paid US$3.8 million for the scheduled installment of City of Dreams’
land premium payments during the year ended December 31, 2016.
We expect to incur significant capital expenditures for the development of Morpheus, the
redevelopment and rebranding of The Countdown and the future development of the remaining land of Studio
City. See “— Other Financing and Liquidity Matters” below for more information.
The following table sets forth our capital expenditures incurred by segment on an accrual basis for the
years ended December 31, 2017, 2016 and 2015.
Macau:
Mocha Clubs
Altira Macau
City of Dreams
Studio City
Sub-total
The Philippines:
City of Dreams Manila
Corporate and Other
Total capital expenditures
Year Ended December 31,
2017
2016
2015
(in thousands of US$)
$
4,690
5,776
467,780
37,174
$
7,763
3,031
359,258
62,754
$
6,446
18,404
331,503
968,696
515,420
432,806
1,325,049
13,571
30,051
3,621
1,485
98,884
31,909
$559,042
$437,912
$1,455,842
Our capital expenditures for the year ended December 31, 2017 increased from that for the year ended
December 31, 2016 primarily due to the development of various projects at City of Dreams, including Morpheus.
Our capital expenditures for the year ended December 31, 2016 decreased from that for the year ended
December 31, 2015 primarily due to the completion of Studio City and City of Dreams Manila, net with the
increase for the development of various projects at City of Dreams, including Morpheus.
106
Advance payments for construction costs were US$12.2 million, US$31.6 million and US$19.7 million
for the years ended December 31, 2017, 2016 and 2015, respectively. Such payments were incurred primarily for
the development of various projects at City of Dreams, including Morpheus.
Financing Activities
Net cash used in financing activities amounted to US$1,046.0 million for the year ended December 31,
2017, primarily due to (i) dividend payments of US$821.3 million, (ii) early partial redemption of the Philippine
Notes in the amount of US$144.8 million, (iii) scheduled repayments of the term loan under the 2015 Credit
Facilities and Aircraft Term Loan of US$51.5 million, (iv) payments of refinancing costs and debt issuance costs
of US$34.6 million primarily associated with the refinancing of the 2013 Senior Notes with the 2017 Senior
Notes, which were offset in part by (v) net proceeds of US$2.6 million from the refinancing of the 2013 Senior
Notes. The US$1.0 billion principal amount outstanding under the 2013 Senior Notes was refinanced by the
proceeds from the US$650.0 million principal amount of the 2017 Senior Notes issued on June 6, 2017 and
US$350.0 million from the partial drawdown of the revolving credit facility under the 2015 Credit Facilities. The
US$350.0 million partial drawdown from the revolving credit facility under the 2015 Credit Facilities was
subsequently repaid by the US$352.6 million proceeds from the issuance of the US$350.0 million principal
amount of the 2017 Senior Notes issued on July 3, 2017, which priced at 100.75%.
Net cash used in financing activities amounted to US$1,339.7 million for the year ended December 31,
2016, primarily due to (i) the repurchase of shares for retirement of US$803.2 million; (ii) dividend payments of
US$385.6 million; (iii) scheduled repayments and early repayment in full of the Studio City Project Facility
(other than HK$1.0 million rolled over into a term loan facility under the 2021 Studio City Senior Secured Credit
Facility) of US$1,295.6 million with proceeds of US$1,200.0 million from the issuance of the 2016 Studio City
Notes; (iv) scheduled repayments of the term loan under the 2015 Credit Facilities of US$22.6 million and
(v) payment of debt issuance costs primarily associated with the 2016 Studio City Notes and the 2021 Studio
City Senior Secured Credit Facility as well as payment of legal and professional fees for amending the loan
documentation for the Studio City Project Facility of US$27.3 million.
Net cash used in financing activities amounted to US$29.7 million for the year ended December 31,
2015, primarily due to (i) the scheduled repayment of the term loan under 2011 Credit Facilities of
US$64.2 million; (ii) dividend payments of US$62.9 million; (iii) the payment of debt issuance cost primarily
associated with the 2015 Credit Facilities of US$49.9 million, which were offset in part by (iv) net proceeds from
the refinancing of 2011 Credit Facilities with 2015 Credit Facilities of US$148.3 million.
Indebtedness
The following table presents a summary of our gross indebtedness as of December 31, 2017:
2016 Studio City Notes
2017 Senior Notes
2012 Studio City Notes
2015 Credit Facilities
Philippine Notes
Aircraft Term Loan
2021 Studio City Senior Secured Credit Facility
As of December 31, 2017
(in thousands of US$)
$1,200,000
1,000,000
825,000
433,611
150,232
10,167
129
$3,619,139
Major changes in our indebtedness during the year ended and subsequent to December 31, 2017 are
summarized below.
107
On June 6, 2017, Melco Resorts Finance issued US$650.0 million in aggregate principal amount of the
2017 Senior Notes. On June 14, 2017, together with the proceeds from the issuance of US$650.0 million in
aggregate principal amount of the 2017 Senior Notes along with the proceeds in the amount of US$350.0 million
from a partial drawdown of the revolving credit facility under the 2015 Credit Facilities and cash on hand, Melco
Resorts Finance redeemed all of its outstanding 2013 Senior Notes.
On July 3, 2017, Melco Resorts Finance issued an additional US$350.0 million in aggregate principal
amount of the 2017 Senior Notes, the net proceeds from which were used to repay in full the US$350.0 million
drawdown from the revolving credit facility under the 2015 Credit Facilities.
On October 9, 2017, Melco Resorts Leisure partially redeemed the Philippine Notes in an aggregate
principal amount of PHP7.5 billion, together with accrued interest.
For further details of the above indebtedness, see note 11 to the consolidated financial statements
included elsewhere in this annual report, which includes information regarding the type of debt facilities used,
the maturity profile of debt, the currency and interest rate structure, the charge on our assets and the nature and
extent of any restrictions on our ability, and the ability of our subsidiaries, to transfer funds as cash dividends,
loans or advances. See also “Item 5. Operating and Financial Review and Prospects — F. Tabular Disclosure of
Contractual Obligations” for details of the maturity profile of debt and “Item 11. Quantitative and Qualitative
Disclosures about Market Risk” for further understanding of our hedging of interest rate risk and foreign
exchange risk exposure.
Other Financing and Liquidity Matters
We may obtain financing in the form of, among other things, equity or debt, including additional bank
loans or high yield, mezzanine or other debt, or rely on our operating cash flow to fund the development of our
projects. We are a growing company with significant financial needs. We expect to have significant capital
expenditures in the future as we continue to develop our properties, in particular, Morpheus and The Countdown
at City of Dreams in Cotai, Macau, and the remaining land of Studio City.
We have relied, and intend in the future to rely, on our operating cash flow and different forms of
financing to meet our funding needs and repay our indebtedness, as the case may be.
The timing of any future debt and equity financing activities will be dependent on our funding needs,
our development and construction schedule, the availability of funds on terms acceptable to us and prevailing
market conditions. We may carry out activities from time to time to strengthen our financial position and ability
to better fund our business expansion plans. Such activities may include refinancing existing debt, monetizing
assets, sale-and-leaseback transactions or other similar activities.
In May 2017, we completed the offer and sale of 27,769,248 ADSs (equivalent to 83,307,744 ordinary
shares) and 81,995,799 ordinary shares and also repurchased 165,303,544 ordinary shares from Crown Asia
Investments for the aggregate purchase price of US$1.2 billion. We subsequently cancelled the shares
repurchased by us.
On August 14, 2017, SCI announced it submitted on a confidential basis to the Securities and
Exchange Commission a draft registration statement for a possible initial public offering of American depositary
shares representing ordinary shares of SCI.
Any other future developments may be subject to further financing and a number of other factors, many
of which are beyond our control.
As of December 31, 2017, we had capital commitments contracted for but not incurred mainly for the
construction and acquisition of property and equipment for City of Dreams totaling US$138.0 million. In
108
addition, we have contingent liabilities arising in the ordinary course of business. For further details for our
commitments and contingencies, see note 21 to the consolidated financial statements included elsewhere in this
annual report.
Each of Melco Resorts Macau and Studio City Company has a corporate rating of “BB” and “BB-” by
Standard & Poor’s, respectively, and each of Melco Resorts Finance and Studio City Finance has a corporate
rating of “Ba3” and “B2” by Moody’s Investors Service, respectively. For future borrowings, any decrease in our
corporate rating could result in an increase in borrowing costs.
Restrictions on Distributions
For discussion on the ability of our subsidiaries to transfer funds to our Company in the form of cash
dividends, loans or advances and the impact such restrictions have on our ability to meet our cash obligations, see
“Item 4. Information on the Company — B. Business Overview — Restrictions on Distribution of Profits.” See
also “Item 8. Financial Information — A. Consolidated Statements and Other Financial Information — Dividend
Policy” and note 18 to the consolidated financial statements included elsewhere in this annual report.
C. RESEARCH AND DEVELOPMENT, PATENTS AND LICENSES, ETC.
We have entered into license or hotel management agreements with the following entities or groups for
allowing us to have exclusive and non-transferable license rights to use their trademarks for our properties:
•
•
•
•
•
Crown Melbourne Limited in relation to the use of the Crown trademark in Macau and the Philippines;
Hyatt group in relation to the use of various trademarks owned by Hyatt group for the branding of the
Grand Hyatt hotel at City of Dreams;
Nobu Hospitality LLC in relation to the use of certain trademarks and intellectual property rights
owned by Nobu in connection with its development, operation and management of the Nobu hotel and
restaurant at City of Dreams Manila;
Hyatt International Corporation and Melco Resorts Leisure, under which various trademarks owned by
Hyatt are licensed to Melco Resorts Leisure for its operation of a hotel at City of Dreams Manila; and
DreamWorks Animation and Melco Resorts Leisure, under which various trademarks and other
intellectual property rights owned by DreamWorks Animation are licensed to Melco Resorts Leisure
for its operation of DreamPlay by DreamWorks, a family entertainment center at City of Dreams
Manila.
In addition, we also purchase gaming tables and gaming machines and enter into licensing agreements
for the use of certain trade names and, in the case of the gaming machines, the right to use software in connection
therewith. These include a license to use a jackpot system for the gaming machines. For other intellectual
property that we owned, see “Item 4. Information on the Company — B. Business Overview — Intellectual
Property.”
D. TREND INFORMATION
The following trends and uncertainties may affect our operations and financial conditions:
•
Policies and campaigns implemented by the Chinese government, including restrictions on travel, anti-
corruption campaign, close monitoring of cross-border currency movement, restrictions on currency
withdrawal, increased scrutiny of marketing activities in China or new measures taken by the Chinese
government to deter marketing of gaming activities to mainland Chinese residents by foreign casinos,
as well as any slowdown of economic growth in China, may lead to a decline and limit the recovery
and growth in the number of patrons visiting our properties and the spending amount of such patrons;
109
•
•
•
•
The gaming and leisure market in Macau and the Philippines are developing and the competitive
landscapes are expected to evolve as more gaming and non-gaming facilities are developed in the
regions where our properties are located. More supply of integrated resorts in the Cotai region of
Macau and in Entertainment City of the Philippines will intensify the competition in the business that
we operate;
The impact of new policies and legislation implemented by the Macau government, including travel
and visa policies, anti-smoking legislation as well as policies relating to gaming table allocations and
gaming machine requirements;
The impact of new policies and legislation implemented by the Philippine government, including
potential additional licensing requirements and potential tax legislation subjecting our Philippine
subsidiaries to Philippines corporate income tax, value-added tax and other tax assessments in addition
to the license fees paid to PAGCOR pursuant to the Regular License;
Gaming promoters in Macau are experiencing increased regulatory scrutiny that has resulted in the
cessation of business of certain gaming promoters, a trend which may affect our operations in a number
of ways:
–
–
–
a concentration of gaming promoters may result in such gaming promoters having significant
leverage and bargaining strength in negotiating agreements with gaming operators, which could
result in gaming promoters negotiating changes to our agreements with them or the loss of
business to a competitor or the loss of certain relationships with gaming promoters, any of which
may adversely affect our results of operations;
if any of our gaming promoters ceases business or fails to maintain the required standards of
regulatory compliance, probity and integrity, their exposure to patron and other litigation and
regulatory enforcement actions may increase, which in turn may expose us to an increased risk for
litigation, regulatory enforcement actions and damage to our reputations; and
since we depend on gaming promoters for our VIP gaming revenue, difficulties in their operations
may expose us to higher operational risk.
See also “Item 3. Key Information — D. Risk Factors,” “Item 4. Information on the Company —
B. Business Overview — Market and Competition,” and other information elsewhere in this annual report for
recent trends affecting our revenues and costs since the previous financial year and a discussion of any trends,
uncertainties, demands, commitments or events that are reasonably likely to have a material effect on our net
revenues, income from continuing operations, profitability, liquidity or capital resources, or that would cause the
reported financial information not necessarily to be indicative of future operating results or financial condition.
E. OFF-BALANCE SHEET ARRANGEMENTS
We have not entered into any material financial guarantees or other commitments to guarantee the
payment obligations of any third parties. We have not entered into any derivative contracts that are indexed to
our shares and classified as shareholder’s equity or that are not reflected in our consolidated financial statements.
Furthermore, we do not have any retained or contingent interest in assets transferred to an
unconsolidated entity that serves as credit, liquidity or market risk support to such entity. We do not have any
variable interest in any unconsolidated entity that provides financing, liquidity, market risk or credit support to us
or engages in leasing, hedging or research and development services with us.
110
F. TABULAR DISCLOSURE OF CONTRACTUAL OBLIGATIONS
Our total long-term indebtedness and other contractual obligations as of December 31, 2017 are
summarized below.
Payments Due by Period
Less than
1 year
1-3 years
3-5 years
More than
5 years
Total
(in millions of US$)
Long-term debt obligations(1):
2016 Studio City Notes
2017 Senior Notes
2012 Studio City Notes
2015 Credit Facilities
Philippine Notes
Aircraft Term Loan
2021 Studio City Senior Secured Credit Facility
Fixed interest payments(2)
Variable interest payments(3)
Other finance fees(4)
Capital lease obligations(5)
Operating lease obligations:
Operating leases, including City of Dreams Manila and
Mocha Clubs locations
Construction costs and property and equipment
retention payables
Other contractual commitments:
Government annual land use fees(6)
Construction, plant and equipment acquisition
commitments(7)
Gaming subconcession premium(8)
Total contractual obligations
$ — $ 350.0
—
825.0
90.2
150.2
3.5
—
374.6
17.2
—
82.6
—
—
45.1
—
6.7
—
210.5
10.5
0.5
35.9
$ 850.0
$
— 1,000.0
—
—
—
298.3
—
—
—
—
—
0.1
118.5
154.0
—
3.5
—
—
542.9
96.5
— $1,200.0
1,000.0
825.0
433.6
150.2
10.2
0.1
857.6
31.2
0.5
757.9
26.7
33.5
2.3
132.7
28.1
44.0
11.8
4.6
5.3
56.4
28.0
50.9
149.6
—
5.0
—
41.9
—
19.0
—
—
45.3
30.9
138.0
126.4
$532.5
$2,015.4 $1,477.3
$1,731.3
$5,756.5
(1) See note 11 to the consolidated financial statements included elsewhere in this annual report for further
details on these debt facilities.
(2) Amounts included the gross up withholding tax on interest expenses for the Philippine Notes in accordance
with the terms of the notes facility and security agreement.
(3) Amounts for all periods represent our estimated future interest payments on our debt facilities based upon
amounts outstanding and HIBOR or LIBOR as at December 31, 2017 plus the applicable interest rate spread
in accordance with the respective debt agreements. Actual rates will vary.
(4) The amounts represent the other finance fees for the Philippine Notes in accordance with the terms of the
notes facility and security agreement.
(5) See note 12 to the consolidated financial statements included elsewhere in this annual report for further
details on capital lease obligations.
(6) The City of Dreams, Altira Macau and Studio City sites are located on land parcels in which we have
received a land concession from the Macau government for a 25-year term, renewable for further
consecutive periods of ten years, subject to applicable legislation in Macau. See “Item 4. Information on the
Company — B. Business Overview — Our Land and Premises” for further details of the land concession
obligations.
111
(7) See note 21(a) to the consolidated financial statements included elsewhere in this annual report for further
details on construction, plant and equipment acquisition commitments.
(8)
In accordance with our gaming subconcession, we are required to pay a fixed annual premium of
MOP30.0 million (approximately US$3.7 million) and variable premium per year based on number of
gaming tables and gaming machines we operate in addition to the 39% gross gaming win tax (which is not
included in this table as the amount is variable in nature). Amounts for all periods are calculated based on
our gaming tables and gaming machines in operation as at December 31, 2017 through to the termination of
the gaming subconcession in June 2022.
See “Special Note Regarding Forward-Looking Statements.”
G. SAFE HARBOR
112
ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES
A. DIRECTORS AND SENIOR MANAGEMENT
Directors and Executive Officers
The following table sets forth information regarding our directors and executive officers as of the date
of this annual report on Form 20-F.
Name
Lawrence Yau Lung Ho
Clarence Yuk Man Chung
Evan Andrew Winkler
Alec Yiu Wa Tsui
Thomas Jefferson Wu
John William Crawford
Geoffrey Stuart Davis
Stephanie Cheung
Akiko Takahashi
Directors
Age
Position/Title
41 Chairman, chief executive officer and executive director
55 Non-executive director
43 Non-executive director
68
45
75
49 Executive vice president and chief financial officer
55 Executive vice president and chief legal officer
64 Executive vice president and chief human resources/
Independent non-executive director
Independent non-executive director
Independent non-executive director
corporate social responsibility officer
Mr. Lawrence Yau Lung Ho was appointed as our executive director on December 20, 2004, and
served as our co-chairman and chief executive officer between December 2004 and April 2016 before he was
re-designated as chairman and chief executive officer in May 2016. Since November 2001, Mr. Ho has served as
the managing director of Melco International and its chairman and chief executive officer since March 2006.
Mr. Ho has also been appointed as the chairman and director of Maple Peak Investment Inc., a company listed on
the TSX Venture Exchange in Canada, since July 2016, and also serves on numerous boards and committees of
privately-held companies in Hong Kong, Macau and mainland China.
As a member of the National Committee of the Chinese People’s Political Consultative Conference,
Mr. Ho serves on the board or participates as a committee member in various organizations in Hong Kong,
Macau and mainland China. He is a vice chairman of the All-China Federation of Industry and Commerce; a
member of the Board of Directors and a Vice Patron of The Community Chest of Hong Kong; a member of the
All China Youth Federation; a member of the Macau Basic Law Promotion Association; chairman of the Macau
International Volunteers Association; a member of the Board of Governors of The Canadian Chamber of
Commerce in Hong Kong; honorary lifetime director of The Chinese General Chamber of Commerce of
Hong Kong; honorary patron of The Canadian Chamber of Commerce in Macao; honorary president of the
Association of Property Agents and Real Estate Developers of Macau; and director Executive of the Macao
Chamber of Commerce.
In recognition of Mr. Ho’s excellent directorship and entrepreneurial spirit, Institutional Investor
honored him as the “Best CEO” in 2005. He was also granted the “5th China Enterprise Award for Creative
Businessmen” by the China Marketing Association and China Enterprise News, “Leader of Tomorrow” by
Hong Kong Tatler and the “Directors of the Year Award” by the Hong Kong Institute of Directors in 2005. In
2017, Mr. Ho was awarded the Medal of Merit-Tourism by the Macau SAR government for his significant
contributions to tourism in the territory.
As a socially-responsible young entrepreneur in Hong Kong, Mr. Ho was selected as one of the “Ten
Outstanding Young Persons Selection 2006,” organized by Junior Chamber International Hong Kong. In 2007,
he was elected as a finalist in the “Best Chairman” category in the “Stevie International Business Awards” and
113
one of the “100 Most Influential People across Asia Pacific” by Asiamoney magazine. In 2008, he was granted
the “China Charity Award” by the Ministry of Civil Affairs of the People’s Republic of China. In 2009, Mr. Ho
was selected as one of the “China Top Ten Financial and Intelligent Persons” judged by a panel led by the
Beijing Cultural Development Study Institute and Fortune Times and was named “Young Entrepreneur of the
Year” at Hong Kong’s first Asia Pacific Entrepreneurship Awards.
Mr. Ho was selected by FinanceAsia magazine as one of the “Best CEOs in Hong Kong” for the fifth
time in 2014 and was granted the “Leadership Gold Award” in the Business Awards of Macau in 2015. Mr. Ho
has been honored as one of the recipients of the “Asian Corporate Director Recognition Awards” by Corporate
Governance Asia magazine for six consecutive years since 2012, and was awarded “Asia’s Best CEO” at the
Asian Excellence Awards for the sixth time in 2017.
Mr. Ho graduated with a Bachelor of Arts degree in commerce from the University of Toronto,
Canada, in June 1999 and was awarded the Honorary Doctor of Business Administration degree by Edinburgh
Napier University, Scotland, in July 2009 for his contribution to business, education and the community in
Hong Kong, Macau and China.
Mr. Clarence Yuk Man Chung was appointed as our non-executive director on November 21, 2006.
Mr. Chung has also been an executive director of Melco International since May 2006, which he joined in
December 2003. In addition, Mr. Chung has been the chairman and president of MRP since December 2012 and
has also been appointed as a director of certain of our subsidiaries incorporated in various jurisdictions. Before
joining Melco International, Mr. Chung had been in the financial industry in various capacities as a chief
financial officer, an investment banker and a merger and acquisition specialist. He was named one of the “Asian
Gaming 50” for multiple years (including 2017) by Inside Asian Gaming magazine. Mr. Chung is a member of
the Hong Kong Institute of Certified Public Accountants and the Institute of Chartered Accountants in England
and Wales and obtained a master’s degree in business administration from the Kellogg School of Management at
Northwestern University and The Hong Kong University of Science and Technology.
Mr. Evan Andrew Winkler was appointed as our non-executive director on August 3, 2016.
Mr. Winkler has also served as the managing director of Melco International since August 2016 and will be
appointed as a director of various subsidiaries of Melco International.
Before joining Melco International, Mr. Winkler served as a managing director at Moelis & Company,
a global investment bank. Prior to that, he was a managing director and co-head of technology, media and
telecommunications M&A at UBS Investment Bank. Mr. Winkler has extensive experience in providing senior
level advisory services on mergers and acquisitions and other corporate finance initiatives, having spent nearly
two decades working on Wall Street. He was named as one of the “Top 40 under 40” by Investment Dealers’
Digest in 2010. He holds a bachelor degree in Economics from the University of Chicago.
Mr. Alec Yiu Wa Tsui was appointed as an independent non-executive director on December 18, 2006.
Mr. Tsui is the chairman of our nominating and corporate governance committee and a member of our audit and
risk committee and compensation committee. Mr. Tsui has extensive experience in finance and administration,
corporate and strategic planning, information technology and human resources management, having served at
various international companies. He held key positions at the Securities and Futures Commission of Hong Kong
from 1989 to 1993, joined the HKSE in 1994 as an executive director of the finance and operations services
division and was its chief executive from February 1997 to July 2000. He was also the chief operating officer of
Hong Kong Exchanges and Clearing Limited from March to August 2000. During his tenure at the HKSE,
Mr. Tsui was in charge of the finance and accounting functions. Mr. Tsui was the chairman of the Hong Kong
Securities Institute from 2001 to 2004 and a consultant of the Shenzhen Stock Exchange from July 2001 to June
2002. Mr. Tsui was an independent non-executive director of China Blue Chemical Limited from April 2006 to
June 2012, China Chengtong Development Group Limited from March 2003 to November 2013, China Power
International Development Limited from March 2004 to December 2016 and China Oilfield Services Limited
114
from June 2009 to June 2015, all of which are listed on the HKSE. Mr. Tsui has been a director of Industrial and
Commercial Bank of China (Asia) Limited since August 2000. Mr. Tsui is also an independent non-executive
director of a number of companies listed on the HKSE, Nasdaq, the Shanghai Stock Exchange and the Philippine
Stock Exchange, including COSCO Shipping International (Hong Kong) Co., Ltd. since 2004, Pacific Online
Limited since 2007, ATA Inc. since 2008, Summit Ascent Holdings Limited since March 2011, MRP since
December 2012, Kangda International Environmental Company Limited since July 2014 and DTXS Silk Road
Investment Holdings Company Limited since December 2015. In addition, due to his long experience as an
executive supervising finance and accounting functions, and extensive knowledge and expertise in internal
controls and procedures for financial reporting and other matters performed by audit committees in general,
Mr. Tsui also serves as a member of the audit committee on several of the companies on which he serves as a
director.
Mr. Tsui graduated from the University of Tennessee with a bachelor’s degree in industrial engineering
in 1975 and a master of engineering degree in 1976. He completed a program for senior managers in government
at the John F. Kennedy School of Government at Harvard University in 1993.
Mr. Thomas Jefferson Wu JP was appointed as an independent non-executive director on
December 18, 2006. Mr. Wu is also the chairman of our compensation committee and a member of our audit and
risk committee and nominating and corporate governance committee. Mr. Wu is the deputy chairman and
managing director of Hopewell Holdings Limited, a business conglomerate listed on the HKSE. Mr. Wu has
served in various roles with the Hopewell Holdings group since 1999, including group controller from March
2000 to June 2001, executive director since June 2001, chief operating officer from January 2002 to August
2002, deputy managing director from August 2003 to June 2007, co-managing director from July 2007 to
September 2009, managing director since October 2009 and further appointed as deputy chairman in February
2018. He has served as the managing director of Hopewell Highway Infrastructure Limited since July 2003.
Mr. Wu graduated with high honors from Princeton University in 1994 with a Bachelor of Science
degree in Mechanical and Aerospace Engineering. Mr. Wu then worked in Japan as an engineer for Mitsubishi
Electric Corporation for three years before returning to full-time studies at Stanford University, where he
obtained a Master of Business Administration degree in 1999. In 2015, he was conferred an honorary fellowship
by Lingnan University.
Mr. Wu is active in public service in both Hong Kong and China. Mr. Wu serves in a number of
advisory roles at different levels of government. In China, Mr. Wu is a member of the 13th National Committee
of the Chinese People’s Political Consultative Conference (the “CPPCC”) and the 11th & 12th Heilongjiang
Provincial Committee of the CPPCC and was a Standing Committee member and a member of the Huadu
District Committee of the CPPCC, among other public service capacities.
In Hong Kong, Mr. Wu’s major public service appointments include being a member of the Hong
Kong Tourism Board, a member of the Standing Committee on Disciplined Services Salaries and Conditions of
Service of the Government of the Hong Kong Special Administrative Region (the “HKSARG”), a member of the
Energy Advisory Committee of the Environment Bureau of the HKSARG, a member of the Committee on Real
Estate Investment Trusts of Securities and Futures Commission and a Vice Patron of the Community Chest of
Hong Kong. Mr. Wu is also a member of the Business School Advisory Council of The Hong Kong University of
Science and Technology. Previously, Mr. Wu was a council member of The Hong Kong Polytechnic University
and the Hong Kong Baptist University, a member of the Court of The Hong Kong University of Science and
Technology and a board member of the Asian Youth Orchestra.
In addition to his professional and public service engagements, Mr. Wu is mostly known for his
passion for ice hockey, as well as the sport’s development in Hong Kong and the region. Mr. Wu is the vice
president (Asia/Oceania) of the International Ice Hockey Federation, co-founder and chairman of the Hong Kong
Amateur Club and Hong Kong Academy of Ice Hockey, as well as chairman of the Hong Kong Ice Hockey
115
Officials Association. Mr. Wu is also the honorary president of the Hong Kong Ice Hockey Association (the
national sports association of ice hockey in Hong Kong), vice-chairman of Chinese Ice Hockey Association,
honorary president of Macau Ice Sports Federation and honorary chairman of Ice Hockey Association of Taipei
Municipal Athletics Federation.
In 2006, the World Economic Forum selected Mr. Wu as a “Young Global Leader.” Mr. Wu was also
awarded the “Directors of the Year Award” by the Hong Kong Institute of Directors in 2010, the “Asian
Corporate Director Recognition Award” by Corporate Governance Asia in 2011, 2012 and 2013, and named the
“Asia’s Best CEO (Investor Relations)” in 2012, 2013 and 2014.
Mr. John William Crawford JP was appointed as an independent non-executive director on January 12,
2017. Mr. Crawford is the chairman of our audit and risk committee and a member of our compensation
committee and nominating and corporate governance committee. Mr. Crawford has been the managing director
of Crawford Consultants Limited and International Quality Education Limited since 1997 and 2002, respectively.
Previously, Mr. Crawford was a founding partner of Ernst & Young, Hong Kong, where he acted as engagement
or review partner for many public companies and banks during his 25 years in public accounting and was the
chairman of the audit division and the vice chairman of the Hong Kong office of the firm prior to retiring in
1997. Mr. Crawford has extensive knowledge of accounting issues from his experience as a managing audit
partner of a major international accounting firm and also has extensive operational knowledge as a result of his
consulting experience. Mr. Crawford has served as an independent non-executive director and chairman of the
audit committee of Regal Portfolio Management Limited of Regal REIT since November 2006 and as an
independent non-executive director of Entertainment Gaming Asia Inc. since November 2007 and up until his
resignation on July 3, 2017. In November 2011, Mr. Crawford was appointed as a member of the conflicts
committee of our subsidiary SCI and resigned from this position on January 10, 2017. Mr. Crawford previously
served as an independent non-executive director and chairman of the audit committee of other companies
publicly listed in Hong Kong, the most recent of which was E-Kong Group Limited until June 8, 2015.
Mr. Crawford has been deeply involved in the education sector in Asia, including setting up
international schools and providing consulting services. He was a member and a governor for many years of the
Canadian International School of Hong Kong and remains active in overseeing and consulting for
other similar pre-university schools. Additionally, Mr. Crawford is involved in various charitable and/or
community activities and was a founding member of UNICEF Hong Kong Committee and the Hong Kong
Institute of Directors. In 1997, Mr. Crawford was appointed a Justice of the Peace in Hong Kong. He is a
member of the Hong Kong Institute of Certified Public Accountants, a member and honorary president of the
Macau Society of Certified Practising Accountants and a member of the Canadian Institute of Chartered
Accountants.
Executive Officers
Mr. Geoffrey Stuart Davis is our executive vice president and chief financial officer and he was
appointed to his current role in April 2011. Prior to that, he served as our deputy chief financial officer from
August 2010 to March 2011 and our senior vice president, corporate finance since 2007, when he joined our
Company. In addition, Mr. Davis has been the chief financial officer of Melco International since December
2017 and a director of MRP, a company listed on the Philippine Stock Exchange, since January 2018. Prior to
joining us, Mr. Davis was a research analyst for Citigroup Investment Research, where he covered the U.S.
gaming industry from 2001 to 2007. From 1996 to 2000, he held a number of positions at Hilton Hotels
Corporation and Park Place Entertainment. Park Place was spun off from Hilton Hotels Corporation and
subsequently renamed Caesars Entertainment. Mr. Davis has been a CFA charter holder since 2000 and obtained
a bachelor of arts degree from Brown University.
Ms. Stephanie Cheung is our executive vice president and chief legal officer and she was appointed to
her current role in December 2008. Prior to that, she held the title of general counsel from November 2006, when
116
she joined our Company. She has acted as the secretary to our board since she joined our Company. Prior to
joining us, Ms. Cheung practiced law with various international law firms in Hong Kong, Singapore and Toronto.
Ms. Cheung graduated with a bachelor of laws degree from Osgoode Hall Law School in 1986 and a master’s
degree in business administration from York University in 1994. Ms. Cheung is admitted as a solicitor in
Ontario, Canada, England and Wales, and Hong Kong and is a member of the Hong Kong Institute of Directors
and a fellow of Salzburg Global.
Ms. Akiko Takahashi is our executive vice president and chief human resources/corporate social
responsibility officer and she was appointed to her current role in December 2008. Prior to that, she held the title
group human resources director from December 2006, when she joined our Company. Prior to joining us,
Ms. Takahashi worked as a consultant in her own consultancy company from 2003 to 2006 where she
conducted “C-level” executive searches for clients and assisted with brand/service culture alignment for a luxury
hotel in New York City and where her last engagement prior to joining our Company was to lead the human
resources integration for the largest international hospitality joint venture in Japan between InterContinental
Hotels Group and ANA Hotels. She was the global group director of human resources for Shangri-la Hotels and
Resorts, an international luxury hotel group headquartered in Hong Kong, from 1995 to 2003. Between 1993 and
1995, she was the senior vice president of human resources and service quality for Bank of America, Hawaii,
FSB. She served as regional human resources manager for Sheraton Hotels Hawaii / Japan from 1985 to 1993.
She started her hospitality career as a training manager for Halekulani Hotel. She began her career in the fashion
luxury retail industry in merchandising, operations, training and human resources. Ms. Takahashi attended the
University of Hawaii.
Management Structure
Mr. Ho, our chairman and chief executive officer, is responsible for the day-to-day operational
leadership of our Company. Our management structure includes an executive committee which is composed of
our executive officers and each of our property presidents and is responsible for formulating business strategies
and considering day-to-day operational matters. Our executive officers and property presidents report directly to
Mr. Ho.
B. COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS
Our directors and executive officers receive compensation in the form of salaries, discretionary
bonuses, equity awards, contributions to pension schemes and other benefits. The aggregate amount of
compensation paid, and benefits in kind granted, including contingent or deferred compensation accrued for the
year, to all the directors and executive officers of our Company as a group, amounted to approximately
US$25.0 million for the year ended December 31, 2017.
Bonus Plan
We offer our management employees, including senior executive officers, the ability to participate in
our Company’s discretionary annual bonus plan. As part of this plan, employees may receive compensation in
addition to their base salary upon satisfactory achievement of certain financial, strategic and individual
objectives. Directors, other than Mr. Lawrence Ho, who participates in his capacity as our chief executive officer,
are excluded from this plan. The discretionary annual bonus plan is administered at the sole discretion of our
Company and our compensation committee.
Equity Awards
On February 10, 2017, we reduced the exercise prices of all outstanding and unexercised options
granted prior to January 19, 2017 by approximately US$0.4404 per share (equivalent to approximately
117
US$1.3212 per ADS) as a result of our declaration of a special dividend in January 2017. Further on March 31,
2017, we reduced the exercise prices of certain share options outstanding as of such date by approximately
US$0.3293 per share (equivalent to approximately US$0.988 per ADS) reflecting the effect of the prior special
dividends. The adjustments to the option exercise prices in 2017 were made as required by our 2006 Share
Incentive Plan and 2011 Share Incentive Plan.
On March 31, 2017, we granted share options to acquire 1,839,924 of our ordinary shares pursuant to
the 2011 Share Incentive Plan to directors and senior executive officers of our Company with exercise prices of
US$6.18 per share and 899,325 restricted shares with grant date fair value (closing price of the grant date) at
US$6.18 per share. The options expire ten years from the date of grant. We will issue ordinary shares to such
grantees upon vesting of restricted shares at par value.
On September 8, 2017, we granted share options to acquire 34,518 of our ordinary shares pursuant to
the 2011 Share Incentive Plan to directors and senior executive officers of our Company with exercise prices of
US$7.61 per share and 192,258 restricted shares with grant date fair value (closing price of the grant date) at
US$7.61 per share. The options expire ten years from the date of grant. We will issue ordinary shares to such
grantees upon vesting of restricted shares at par value.
On March 16, 2018, we granted share options to acquire 36,225 of our ordinary shares pursuant to the
2011 Share Incentive Plan to a director and senior executive officers of our Company with exercise prices of
US$9.15 per share and 27,663 restricted shares with grant date fair value (closing price of the grant date) at
US$9.15 per share. The options expire ten years from the date of grant. We will issue ordinary shares to such
grantees upon vesting of restricted shares at par value.
On March 29, 2018, we granted share options to acquire 1,827,099 of our ordinary shares pursuant to
the 2011 Share Incentive Plan to directors and senior executive officers of our Company with exercise prices of
US$9.66 per share and 728,292 restricted shares with grant date fair value (closing price of the grant date) at
US$9.66 per share. The options expire ten years from the date of grant. We will issue ordinary shares to such
grantees upon vesting of restricted shares at par value.
On April 2, 2018, we granted share options to acquire 1,470,000 of our ordinary shares pursuant to the
2011 Share Incentive Plan to a director of our Company with exercise prices of US$9.40 per share. The options
expire ten years from the date of grant. We will issue ordinary shares to such grantees upon vesting of restricted
shares at par value.
Pension, Retirement or Similar Benefits
For the year ended December 31, 2017, we set aside or accrued approximately US$0.2 million to
provide pension, retirement or similar benefits to our senior executive officers. Our directors, other than
Mr. Lawrence Ho who participates in his capacity as our chief executive officer, do not participate in such
schemes. For a description of the pension scheme in which our senior executive officers in Hong Kong
participate, see “— D. Employees.”
C. BOARD PRACTICES
Composition of Board of Directors
Our board consists of six directors, including three directors nominated by Melco International and
three independent directors. Nasdaq Stock Market Rule 5605(b)(1) generally requires that a majority of an
issuer’s board of directors must consist of independent directors, but provides for certain phase-in periods under
Nasdaq Stock Market Rule 5615(c)(3). However, Nasdaq Stock Market Rule 5615(a)(3) permits foreign private
118
issuers like us to follow “home country practice” in certain corporate governance matters. Walkers, our Cayman
Islands counsel, has provided a letter to Nasdaq certifying that under the Companies Law (as amended) of the
Cayman Islands, we are not required to have a majority of independent directors serving on our board. We rely
on this “home country practice” exception and do not have a majority of independent directors serving on our
board.
Duties of Directors
Under Cayman Islands law, our directors have a fiduciary duty to act honestly, in good faith and with a
view to our best interests. Our directors also have a duty to exercise the skill they actually possess and such care
and diligence that a reasonably prudent person would exercise in comparable circumstances. In fulfilling their
duty of care to us, our directors must ensure compliance with our memorandum and articles of association, as
amended and restated from time to time. An individual shareholder or we, as the Company, have (as applicable)
the right to seek damages if a duty owed by our directors is breached.
•
•
•
•
•
The functions and powers of our board include, among others:
convening shareholders’ annual general meetings and reporting its work to shareholders at such
meetings;
declaring dividends and distributions;
appointing officers and determining the term of office of officers;
exercising the borrowing powers of our Company and mortgaging the property of our Company; and
approving the transfer of shares of our Company, including the registering of such shares in our share
register.
Terms of Directors and Executive Officers
Our officers are elected by and serve at the discretion of the board. Our directors are not subject to a
term of office and hold office until such time as they are removed from office by special resolution or the
unanimous written resolution of all shareholders. A director will be removed from office automatically if, among
other things, the director (i) becomes bankrupt or makes any arrangement or composition with his creditors; or
(ii) dies or is found by our Company to be or becomes of unsound mind. In addition, the service agreements
between us and our directors do not provide benefits upon termination of their services.
Committees of the Board of Directors
Our board established an audit committee, a compensation committee and a nominating and corporate
governance committee in December 2006. Our audit committee was renamed our audit and risk committee on
August 3, 2016. Each committee has its defined scope of duties and terms of reference within its own charter,
which empowers the committee members to make decisions on certain matters. The charters of these board
committees were adopted by our board on November 28, 2006 and have been amended and restated on several
occasions, with the latest versions of each of the nominating and corporate governance committee charter and the
compensation committee charter adopted on March 29, 2017 and the latest version of the audit and risk
committee charter adopted on March 21, 2018. These charters are found on our website. Each of these
committees consists entirely of directors whom our board has determined to be independent under the
“independence” requirements of the Nasdaq corporate governance rules. The current membership of these three
committees and summary of its respective charter are provided below.
Audit and Risk Committee
Our audit and risk committee consists of Messrs. Thomas Jefferson Wu, Alec Yiu Wa Tsui and John
William Crawford, and is chaired by Mr. Crawford. Each of the committee members satisfies the “independence”
119
requirements of Rule 10A-3 under the Securities Exchange Act of 1934, or the Exchange Act. We believe that
Mr. Crawford qualifies as an “audit committee financial expert” as defined in Item 16A of Form 20-F. The
purpose of the committee is to assist our board in overseeing and monitoring:
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
the audits of the financial statements of our Company;
the qualifications and independence of our independent auditors;
the performance of our independent auditors;
the account and financial reporting processes of our Company and the integrity of our systems of
internal accounting and financial controls;
legal and regulatory issues relating to the financial statements of our Company, including the oversight
of the independent auditor, the review of the financial statements and related material, the internal audit
process and the procedure for receiving complaints regarding accounting, internal accounting controls,
auditing or other related matters;
the disclosure, in accordance with our relevant policies, of any material information regarding the
quality or integrity of our financial statements, which is brought to its attention by our disclosure
committee;
the integrity and effectiveness of our internal audit function; and
the risk management policies, procedures and practices.
The duties of the committee include:
reviewing and recommending to our board for approval, the appointment, re-appointment or removal of
the independent auditor, after considering its annual performance evaluation of the independent auditor
and after considering a tendering process for the appointment of the independent auditor every five
years;
approving the remuneration and terms of engagement of the independent auditor and pre-approving all
auditing and non-auditing services permitted to be performed by our independent auditors;
at least annually, obtaining a written report from our independent auditor describing matters relating to
its independence and quality control procedures;
discussing with our independent auditor and our management, among other things, the audits of the
financial statements, including whether any material information brought to their attention should be
disclosed, issues regarding accounting and auditing principles and practices and the management’s
internal control report;
reviewing and recommending the financial statements to our disclosure committee for inclusion within
our quarterly earnings releases and to our board for inclusion in our annual reports;
approving all material related party transactions brought to its attention, without further approval of our
board;
establishing and overseeing procedures for the handling of complaints and whistleblowing;
approving the internal audit charter and annual audit plans, and undertaking an annual performance
evaluation of the internal audit function;
assessing Chief Risk Officer and senior management’s policies and procedures to identify, accept,
mitigate, allocate or otherwise manage various types of risks presented by management, and making
recommendations with respect to our risk management process for the board’s approval;
reviewing our financial controls, internal control and risk management systems, and discussing with
our management the system of internal control and ensuring that our management has discharged its
duty to have an effective internal control system including the adequacy of resources, the qualifications
and experience of our accounting and financial staff, and their training programs and budget;
120
•
•
•
together with our board, evaluating the performance of the audit and risk committee on an annual basis;
assessing the adequacy of its charter; and
co-operating with the other board committees in any areas of overlapping responsibilities.
Compensation Committee
Our compensation committee consists of Messrs. Thomas Jefferson Wu, Alec Yiu Wa Tsui and John
William Crawford, and is chaired by Mr. Wu. The purpose of the committee is to discharge the responsibilities of
the board relating to compensation of our executives, including by designing (in consultation with management
and our board), recommending to our board for approval, and evaluating the executive and director compensation
plans, policies and programs of our Company.
Members of this committee are not prohibited from direct involvement in determining their own
compensation. Our chief executive officer may not be present at any compensation committee meeting during
which his compensation is deliberated.
The duties of the committee include:
•
•
•
•
•
•
•
•
•
•
overseeing the development and implementation of compensation programs in consultation with our
management;
at least annually, making recommendations to our board with respect to the compensation
arrangements for our non-executive directors, and approving compensation arrangements for our
executive director and executive officers, including the chief executive officer;
at least annually, reviewing and approving our general compensation scheme, incentive compensation
plans and equity-based plans, and overseeing the administration of these plans and discharging any
responsibilities imposed on the compensation committee by any of these plans;
reviewing and approving the compensation payable to our executive director and executive officers in
connection with any loss or termination of their office or appointment;
reviewing and recommending any benefits in kind received by any director or approving executive
officer where such benefits are not provided for under the relevant employment terms;
reviewing executive officer and director indemnification and insurance matters;
overseeing our regulatory compliance with respect to compensation matters, including our policies on
restrictions on compensation plans and loans to officers;
together with the board, evaluating the performance of the compensation committee on an annual basis;
assessing the adequacy of its charter; and
co-operating with the other board committees in any areas of overlapping responsibilities.
Nominating and Corporate Governance Committee
Our nominating and corporate governance committee consists of Messrs. Thomas Jefferson Wu, Alec
Yiu Wa Tsui and John William Crawford, and is chaired by Mr. Tsui. The purpose of the committee is to assist
our board in discharging its responsibilities regarding:
•
•
the identification of qualified candidates to become members and chairs of the board committees and to
fill any such vacancies, and reviewing the appropriateness of the continued service of directors;
ensuring that our board meets the criteria for independence under the Nasdaq corporate governance
rules and nominating directors who meet such independence criteria;
121
•
•
•
•
•
•
•
•
•
•
•
•
•
oversight of our compliance with legal and regulatory requirements, in particular the legal and
regulatory requirements of Macau (including the relevant laws related to the gaming industry), the
Cayman Islands, the SEC and Nasdaq;
the development and recommendation to our board of a set of corporate governance principles
applicable to our Company; and
the disclosure, in accordance with our relevant policies, of any material information (other than that
regarding the quality or integrity of our financial statements), which is brought to its attention by the
disclosure committee.
The duties of the committee include:
making recommendations to our board for its approval, the appointment or re-appointment of any
members of our board and the chairs and members of its committees, including evaluating any
succession planning;
reviewing on an annual basis the appropriate skills, knowledge and characteristics required of board
members and of the committees of our board, and making any recommendations to improve the
performance of our board and its committees;
developing and recommending to our board such policies and procedures with respect to nomination or
appointment of members of our board and chairs and members of its committees or other corporate
governance matters as may be required pursuant to any SEC or Nasdaq rules, or otherwise considered
desirable and appropriate;
developing a set of corporate governance principles and reviewing such principles at least annually;
deciding whether any material information (other than that regarding the quality or integrity of our
financial statements), which is brought to its attention by the disclosure committee, should be
disclosed;
reviewing and monitoring the training and continuous professional development of our directors and
senior management;
developing, reviewing and monitoring the code of conduct and compliance manual applicable to
employees and directors;
together with the board, evaluating the performance of the committee on an annual basis;
assessing the adequacy of its charter; and
co-operating with the other board committees in any areas of overlapping responsibilities.
Employment Agreements
We have entered into an employment agreement with each of our executive officers. The terms of the
employment agreements are substantially similar for each executive officer, except as noted below. We may
terminate an executive officer’s employment for cause, at any time, without advance notice, for certain acts of
the officer, including, but not limited to, a serious criminal act, willful misconduct to our detriment or a failure to
perform agreed duties. Furthermore, either we or an executive officer may terminate employment at any time
without cause upon advance written notice to the other party. Except in the case of Mr. Lawrence Yau Lung Ho,
upon notice to terminate employment from either the executive officer or our Company, our Company may limit
the executive officer’s services for a period until the termination of employment. Each executive officer (or his
estate, as applicable) is entitled to accrued amounts in relation to such executive officer’s employment with us
upon termination due to disability or death. We will indemnify an executive officer for his or her losses based on
or related to his or her acts and decisions made in the course of his or her performance of duties within the scope
of his or her employment.
122
Each executive officer has agreed to hold, both during and after the termination of his or her
employment agreement, in strict confidence and not to use, except as required in the performance of his or her
duties in connection with the employment or as compelled by law, any of our or our customers’ confidential
information or trade secrets. Each executive officer also agrees to comply with all material applicable laws and
regulations related to his or her responsibilities at our Company as well as all material written corporate and
business policies and procedures of our Company.
Each executive officer is prohibited from gambling at any of our Company’s facilities during the term
of his or her employment and six months following the termination of such employment agreement.
Each executive officer has agreed to be bound by non-competition and non-solicitation restrictions
during the term of his or her employment and for certain periods following the termination of such employment
agreement. Specifically, each executive officer has agreed not to (i) assume employment with or provide services
as a director for any of our competitors who operate in a restricted area for six months following termination of
employment; (ii) solicit or seek any business orders from our customers for one year following termination of
employment; or (iii) seek directly or indirectly, to solicit the services of any of our employees for one year
following termination of employment. The restricted area is defined as Hong Kong, Macau and any other country
or region in which our Company operates or intends to operate.
D. EMPLOYEES
Employees
We had 19,609, 20,248 and 21,414 employees as of December 31, 2017, 2016 and 2015, respectively.
The following table sets forth the number of employees categorized by the areas of operations and as a
percentage of our workforce as of December 31, 2017, 2016 and 2015. Staff remuneration packages are
determined taking into account market conditions and the performance of the individuals concerned, and are
subject to review from time to time.
Mocha Clubs
Altira Macau
City of Dreams
Corporate and centralized services
Studio City
City of Dreams Manila
As of December 31,
2017
2016
2015
Number of
Employees
Percentage
of Total
Number of
Employees
Percentage
of Total
Number of
Employees
Percentage
of Total
747
1,610
7,202
636
4,520
4,894
3.8%
8.2%
36.7%
3.2%
23.1%
25.0%
704
1,722
7,933
717
4,807
4,365
3.5%
8.5%
39.2%
3.5%
23.7%
21.6%
703
1,929
8,250
804
5,228
4,500
3.3%
9.0%
38.5%
3.8%
24.4%
21.0%
Total
19,609
100.0% 20,248
100.0% 21,414
100.0%
None of our employees are members of any labor union and we are not party to any collective
bargaining or similar agreement with our employees
We have implemented a number of human resource initiatives over recent years for the benefit of our
employees and their families. These initiatives include a unique in-house learning academy, an on-site high
school diploma program and Diploma in Casino Management program (a collaboration with The University of
Macau), the Diploma in Hospitality Management (a collaboration with the Institute for Tourism Studies),
scholarship awards, as well as fast track promotion training initiatives. In September 2015, we launched the
Melco You-niversity program with the Edinburgh Napier University, an overseas institution based in the United
Kingdom which was rated ‘Excellent’ in Eduniversal 2014 ranking, to bring a bachelor degree program in-house.
123
E. SHARE OWNERSHIP
Share Ownership of Directors and Members of Senior Management
The following table sets forth the beneficial interest of each director and executive officer in our
ordinary shares as of April 11, 2018.
Name
Lawrence Yau Lung Ho
Clarence Yuk Man Chung
Evan Andrew Winkler
Alec Yiu Wa Tsui
Thomas Jefferson Wu
John William Crawford
Geoffrey Stuart Davis
Stephanie Cheung
Akiko Takahashi
Directors and executive officers as a group
Number of
ordinary shares
757,229,043 (2)
11,693,009 (3)
*
*
*
*
*
*
*
*
773,436,245
Approximate
percentage of
shareholding(1)
51.06%
0.79%
*
*
*
*
*
*
*
*
52.15%
*
The options, restricted shares and our shares in aggregate held by each of these directors and executive
officers represent less than 1% of our total outstanding shares.
(1) Percentage of beneficial ownership of each director and executive officer is based on: (i) 1,482,999,434
ordinary shares of our Company outstanding as of April 11, 2018, (ii) the number of ordinary shares
underlying options that have vested or will vest within 60 days after April 11, 2018 and (iii) the number
of restricted shares that will vest within 60 days after April 11, 2018, each as held by such person as of
that date.
(2) Represents 757,229,043 ordinary shares beneficially owned by Melco Leisure, a company wholly
owned by Melco International, a Hong Kong company listed on the Hong Kong Stock Exchange.
Mr. Lawrence Ho is taken to have interest in these shares as a result of his interest in approximately
53.18% of the total issued shares of Melco International by virtue of the Securities and Futures
Ordinance (Chapter 571, the Laws of Hong Kong). Please see “Item 7. Major Shareholders and Related
Party Transactions” for more details.
124
(3) Comprises 4,845,401 restricted shares vested and 689,898 shares acquired from exercise of options and
6,157,710 share options granted under the 2006 and 2011 Share Incentive Plans and vested in
Mr. Lawrence Ho as of April 11, 2018. The following table summarizes, as of April 11, 2018, the
outstanding options and restricted shares (including 6,157,710 vested but unexercised share options and
excluding 4,845,401 vested restricted shares) held by Mr. Lawrence Ho:
Name
Type of awards
Grant date
Last exercisable date
and expiration date
of share options
Exercise price
of share options per
share / Fair value of
restricted shares at
grant date per share
(US$)
Number of
underlying
shares
outstanding
Lawrence Yau
Lung Ho
May 9, 2023
Share options March 17, 2009 March 16, 2019
Share options March 23, 2011 March 22, 2021
Share options March 29, 2012 March 28, 2022
Share options May 10, 2013
Share options March 28, 2014 March 27, 2024
Share options March 30, 2015 March 29, 2025
Share options March 18, 2016 March 17, 2026
Share options March 31, 2017 March 30, 2027
Share options
April 1, 2028
Restricted
shares
Restricted
shares
Restricted
shares
Restricted
shares
September 8, 2017
March 29, 2018
March 31, 2017
March 18, 2016
April 2, 2018
N/A
N/A
N/A
N/A
0.3170+
1.7537+
3.9270+
5.3163+
5.3163+
5.3163+
5.3163+
6.18
9.40
2,898,774
1,446,498
474,399
362,610
320,343
690,291
1,302,840
1,470,000
1,470,000
5.7567
217,140
6.18
7.61
9.66
Total
631,470
137,979
531,381
11,953,725
+ With effect from March 18, 2016, the exercise price of all outstanding share options awarded in 2013,
2014 and 2015 under the 2011 Share Incentive Plan were reduced and the vesting schedule of such
outstanding share options was extended. In addition, on February 10, 2017, we reduced the exercise
price of all outstanding and unexercised options granted prior to January 19, 2017 by approximately
US$0.4404 per share (equivalent to approximately US$1.3212 per ADS) as a result of our declaration
of special dividends in January 2017. Further on March 31, 2017, we reduced the exercise price of
certain share options outstanding as of such date by approximately US$0.3293 per share (equivalent to
approximately US$0.988 per ADS) reflecting prior special dividends. The adjustments to the option
exercise prices in 2017 were made as required by our 2006 Share Incentive Plan and 2011 Share
Incentive Plan.
None of our directors or executive officers who are shareholders have different voting rights from other
shareholders of our Company.
Share Incentive Plans
We adopted the 2006 Share Incentive Plan, 2011 Share Incentive Plan and MRP Share Incentive Plan.
The 2006 Share Incentive Plan has been succeeded by our 2011 Share Incentive Plan. No further awards may be
granted under the 2006 Share Incentive Plan. All subsequent awards will be issued under the 2011 Share
Incentive Plan. Awards previously granted under the 2006 Share Incentive Plan shall remain subject to the terms
and conditions of the 2006 Share Incentive Plan. As of December 31, 2017, all share options and restricted shares
granted under the 2006 Share Incentive Plan had vested.
125
2011 Share Incentive Plan
We adopted the 2011 Share Incentive Plan to provide our employees, directors and consultants with
incentives to increase shareholder value, and to attract and retain the services of those upon whom we depend for
the success of our business. The 2011 Share Incentive Plan was conditionally approved by our shareholders at the
extraordinary general meeting held on October 6, 2011 and became effective upon commencement of dealings in
our shares on the HKSE on December 7, 2011. Amendments to the 2011 Share Incentive Plan were approved by
our shareholders on May 20, 2015 and on December 7, 2016. The amendments to our 2011 Share Incentive Plan
approved by our shareholders on December 7, 2016 were to, among other things, include provisions relating to
share option schemes required by the Rules Governing the Listing of Securities on The Stock Exchange of
Hong Kong Limited (the “Listing Rules”) following the consolidation of the financial results of our Company in
the financial statements of Melco International as a result of our repurchase of 155,000,000 ordinary shares of
our Company (equivalent to 51,666,666 ADSs) from Crown Asia Investments and the subsequent cancellation of
such shares and with certain changes in the composition of our board of directors in May 2016. Such provisions
in our 2011 Share Incentive Plan required by the Listing Rules automatically lapse to the extent the requirements
under the Listing Rules are no longer applicable to us. The maximum aggregate number of shares which may be
issued pursuant to all awards is 100,000,000 shares and the plan will expire ten years from December 7, 2011. As
of December 31, 2017, we have granted (i) share options to subscribe for a total of 17,567,367 shares and
(ii) restricted shares in respect of a total of 9,890,319 shares, pursuant to the 2011 Share Incentive Plan. The 2011
Share Incentive Plan succeeds the 2006 Share Incentive Plan.
The following paragraphs describe the principal terms included in the current 2011 Share Incentive
Plan.
Types of Awards. The awards that may be granted under the plan include options, incentive share
options, restricted shares, share appreciation rights, dividend equivalents, share payments, deferred shares and
restricted share units.
Eligible Participants. We may grant awards to directors, employees and consultants of our Company,
any parent or subsidiary of our Company, or any of our related entities that our board designates as a related
entity for the purposes of the 2011 Share Incentive Plan. Our compensation committee may, from time to time,
select from among all eligible individuals, those to whom awards shall be granted and shall determine the nature
and amount of each award.
Option Periods and Payments. Our compensation committee may in its discretion determine, subject to
the plan expiration period, the period within which shares must be taken up under an option; the minimum
period, if any, for which an option must be held before it can be exercised; the amount, if any, payable on
application or acceptance of the option.
Plan Administration. Our compensation committee will administer the 2011 Share Incentive Plan and
has the power to, among other actions, designate eligible participants, determine the number and types of awards
to be granted, and set the terms and conditions of each award granted. The compensation committee’s decisions
are final, binding, and conclusive for all purposes and upon all parties.
Award Agreement. Awards granted will be evidenced by an award agreement that sets forth the terms,
conditions and limitations for each award.
Exercise Price. Our compensation committee may determine the exercise price or purchase price, if
any, of any award.
Term of Awards. The term of each award shall be stated in the award agreement. If the participant
ceases to be eligible for any reason, the validity of the award shall depend on the terms and conditions of the
126
award agreement. An option will lapse automatically and may not be exercised upon the first to occur of the
following events: (a) ten years from the date of the grant, unless an earlier time is set out in the award agreement;
(b) three months after termination of service, subject to certain exceptions; (c) one year after the date of
termination of service on account of disability or death; (d) the date on which the participant ceases to be eligible
by reason of termination of relationship with us and/or any of our subsidiaries on grounds that such participant
has been guilty of serious misconduct or convicted of any criminal offense involving integrity or honesty; and
(e) date on which our compensation committee cancels the option.
Change in Control and Corporate Transactions. Upon the consummation of a merger or consolidation
in which our Company is not the surviving entity, a change of control of our Company, a sale of substantially all
of our assets, the complete liquidation or dissolution of our Company or a reverse takeover, each award will
terminate, unless the award is assumed by the successor entity. If the successor entity assumes the award or
replaces it with a comparable award, or replaces the award with a cash incentive program and provides for
subsequent payout, the replacement award or cash incentive program will automatically become fully vested,
exercisable and payable, as applicable, upon termination of the participant’s employment without cause within 12
months of such corporate transaction. If the award is neither assumed nor replaced, it shall become fully vested
and exercisable and released from any repurchase or forfeiture rights immediately prior to the effective date of
such corporate transaction, provided that the participant remains eligible on the effective date of the corporate
transaction.
Amendment and Termination. With the approval of the Board, our compensation committee may
terminate, amend or modify the 2011 Share Incentive Plan, except certain amendments requiring the approval of
our shareholders and/or the shareholders of Melco International pursuant to the applicable law. Except
amendments made pursuant to the above, no termination, amendment or modification of the plan shall adversely
affect in any material way any award previously granted under the plan or any previous plans, without the prior
written consent of the participant.
The 2011 Share Incentive Plan will expire ten years after December 7, 2011, the date on which it
became effective. No awards may be granted pursuant to the 2011 Share Incentive Plan after that time.
Vesting Schedule. In general, our compensation committee determined, or the award agreement would
specify, the vesting schedule.
MRP Share Incentive Plan
Apart from the 2006 Share Incentive Plan and the 2011 Share Incentive Plan, our subsidiary, MRP
adopted the MRP Share Incentive Plan to promote the success and enhance the value of MRP. The MRP Share
Incentive Plan, with amendments, was approved by our shareholders and by MRP shareholders on June 21, 2013.
The Philippine Securities and Exchange Commission approved such amendments on June 24, 2013, which is the
effective date of the MRP Share Incentive Plan. The MRP Share Incentive Plan was amended by our
shareholders at the annual general meeting held on May 20, 2015 and by MRP shareholders at the annual
stockholders meeting held on May 18, 2015. It was further amended by MRP shareholders at the special
stockholder’s meeting on December 5, 2016 to include provisions relating to share option schemes required by
the Listing Rules following the consolidation of the financial results of our Company in the financial statements
of Melco International. The amended MRP Share Incentive was approved by the Philippine Securities and
Exchange Commission on March 14, 2017 and became effective upon the receipt by MRP of such approval on
March 15, 2017. The MRP Share Incentive Plan will expire ten years from June 24, 2013. The maximum
aggregate number of MRP Shares which may be issued pursuant to all awards under the MRP Share Incentive
Plan is 442,630,330, subject to compliance with the Securities Regulation Code of the Philippines, as amended,
and the rules and regulations promulgated thereunder (“Securities Law”). The overall limit on the number of
MRP Shares which may be issued upon exercise of all outstanding awards granted and yet to be exercised under
the MRP Share Incentive Plan and any other share incentive plans of MRP must not exceed 5% of the MRP
Shares in issue from time to time.
127
Persons eligible to participate in the plan include directors, employees and consultants of MRP, its
subsidiaries and the Parent for the purposes of the MRP Share Incentive Plan.
The compensation committee of MRP board may determine the exercise price, or purchase price, if
any, of any award. There is no requirement under the Philippine law governing the determination of the option
exercise price, except that option exercise price shall not be below the par value of the shares. The compensation
committee of MRP board, in its absolute and sole discretion, may reduce the exercise price amount set forth in
any award agreement after grant, but in any event shall be in compliance with the Philippine Securities
Regulation Code and its implementing rules and regulations. If MRP grants an incentive share option award to an
employee who, at the time of that grant, owns MRP Shares representing more than 10% of the voting power of
all classes of MRP Shares, the exercise price may not be less than 110% of the fair market value of MRP Shares
on the date of that grant.
An option may not be exercised after ten years from the date of the grant and other timing limits may
apply to such exercise.
128
ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS
A. MAJOR SHAREHOLDERS
The following table sets forth the beneficial ownership of our ordinary shares as of April 11, 2018 by
all persons who are known to us to be the beneficial owners of 5% or more of our share capital.
Name
Melco Leisure (2)(3)
Wellington Management Group LLP (4)
Ordinary shares beneficially
owned (1)
Number
757,229,043
90,824,229
%
51.06
6.12
(1) Beneficial ownership is determined in accordance with Rule 13d-3 under the Exchange Act, and includes
voting or investment power with respect to the securities.
(2) The address of Melco International and Melco Leisure is The Penthouse, 38th Floor, The Centrium,
60 Wyndham Street, Central, Hong Kong. Melco International is listed on the Main Board of the HKSE.
(3) 757,229,043 ordinary shares are beneficially owned by Mr. Lawrence Ho through Melco Leisure as of April
11, 2018. As of April 11, 2018, Mr. Lawrence Yau Lung Ho, our chairman, chief executive officer and
executive director as well as the chairman, chief executive officer and executive director of
Melco International, personally holds 37,189,132 ordinary shares of Melco International, representing
approximately 2.42% of Melco International’s ordinary shares outstanding. In addition, 119,303,024
ordinary shares of Melco International are held by Lasting Legend Ltd., 294,527,606 ordinary shares of
Melco International are held by Better Joy Overseas Ltd., 50,830,447 ordinary shares of Melco International
are held by Mighty Dragon Developments Limited, 7,294,000 ordinary shares of Melco International are
held by The L3G Capital Trust and 1,566,000 ordinary shares of Melco International are held by Maple
Peak Investments Inc., representing approximately 7.76%, 19.17%, 3.31%, 0.47% and 0.10% of
Melco International’s shares, all of which companies are owned by persons and/or trusts affiliated with
Mr. Ho. Mr. Ho also has interest in Great Respect Limited, a company controlled by a discretionary family
trust, the beneficiaries of which include Mr. Ho and his immediate family members and held 306,382,187
ordinary shares of Melco International, representing 19.94% of Melco International’s shares. Mr. Ho holds
817,092,396 ordinary shares, representing approximately 53.18% equity interest of Melco International,
including beneficial interest, interest of his controlled corporations and interest of a trust in which he is one
of the beneficiaries and taken to have interest by virtue of the Securities and Futures Ordinance (Chapter
571, the Laws of Hong Kong). Melco Leisure is a wholly-owned subsidiary of Melco International.
(4) Reflects 90,824,229 ordinary shares represented by ADSs. Information regarding beneficial ownership is
reported as of December 31, 2017 and is based on the information contained in the Schedule 13G filed by
Wellington Management Group LLP, Wellington Group Holdings LLP, Wellington Investment Advisors
Holdings LLP and Wellington Management Company LLP with the SEC on February 8, 2018. The address
for each of Wellington Management Group LLP, Wellington Group Holdings LLP, Wellington Investment
Advisors Holdings LLP and Wellington Management Company LLP is c/o Wellington Management
Company LLP, 280 Congress Street, Boston, MA 02210.
In May 2016, we repurchased 155 million ordinary shares (equivalent to 51,666,666 ADSs) from Crown
Asia Investments for the aggregate purchase price of US$800.8 million. Following completion of the repurchase
and cancellation of such shares, Melco International became our single largest shareholder. In December 2016,
Crown Asia Investments sold 40,925,499 ordinary shares of our Company in an underwritten offering and,
concurrently, entered into cash-settled swap transactions relating to a fixed number of our ordinary shares. In
February 2017, the Melco Acquisition closed, upon which Melco International became our majority shareholder. In
connection with a credit facility entered into by, among others, Melco International in relation to the Melco
Acquisition, Melco Leisure has pledged 444,049,734 ordinary shares of our Company held by it. In May 2017, we
issued and sold 27,769,248 ADSs (equivalent to 83,307,744 ordinary shares) and 81,995,799 ordinary shares and
also repurchased 165,303,544 ordinary shares from Crown Asia Investments for the aggregate purchase price of
US$1.2 billion, and such shares repurchased by us were subsequently cancelled by us.
129
As of December 31, 2017, a total of 1,478,429,243 ordinary shares were outstanding, of which
720,608,570 ordinary shares were registered in the name of a nominee of Deutsche Bank Trust Company
Americas, the depositary under the deposit agreement. Other than as described in this annual report, we have no
further information as to shares held, or beneficially owned, by U.S. persons. Since the completion of our initial
public offering in December 2006, all ordinary shares underlying the ADSs have been held in Hong Kong by the
custodian, Deutsche Bank AG, Hong Kong Branch, on behalf of the depositary.
None of our shareholders will have different voting rights from other shareholders after the filing of
this annual report. We are not aware of any arrangement that may, at a subsequent date, result in a change of
control of our Company.
See “Item 4. Information on the Company — C. Organizational Structure” for our current corporate
structure.
B. RELATED PARTY TRANSACTIONS
For discussion of significant related party transactions we entered into during the years ended
December 31, 2017, 2016 and 2015, see note 22 to the consolidated financial statements included elsewhere in
this annual report.
Employment Agreements
We have entered into employment agreements with key management and personnel of our Company
and our subsidiaries. See “Item 6. Directors, Senior Management and Employees — C. Board Practices —
Employment Agreements.”
Equity Incentive Plans
See “Item 6. Directors, Senior Management and Employees — B. Compensation of Directors and
Executive Officers.”
Transactions with Melco International in Relation to Cyprus
In January 2018, The Integrated Casino Resorts Cyprus Consortium, a consortium comprising of Melco
International and The Cyprus Phassouri (Zakaki) Limited, announced the finalized plans for Cyprus’ first
integrated resort — City of Dreams Mediterranean. City of Dreams Mediterranean is expected to be launched by
early 2021. The Cyprus Consortium expects to operate a temporary casino and four satellite casinos prior to the
official launch of City of Dreams Mediterranean in 2021. In connection with the City of Dreams Mediterranean
project, including the launch and operation of the temporary and satellite casinos, we have provided and expect to
continue to provide certain planning, designing, construction and other services to Melco International and its
subsidiaries that are not our subsidiaries. In addition, we may enter into agreements and other arrangements with
Melco International, or subsidiaries of Melco International that are not our subsidiaries, in relation to the
management and operation of the City of Dreams Mediterranean project, including the management and
operation of the temporary and satellite casinos. For the year ended December 31, 2017, we received other
service fee income of US$1.5 million from Melco International for the provision of certain services for the City
of Dreams Mediterranean project.
Transactions with EHY Construction
EHY Construction and Engineering Company Limited, or EHY Construction, is a subsidiary of
MECOM Power and Construction Limited, or MECOM. We have had a working relationship with MECOM for
130
over ten years, commencing with the development of City of Dreams. In June 2017, our chairman and chief
executive officer, Mr. Ho, acquired a 29.4% equity interest in MECOM. Mr. Ho’s equity interest in MECOM is
currently approximately 20%. MECOM, through its subsidiary, EHY Construction, continues to provide certain
services in relation to our properties in Macau, including but not limited to structural steelwork, construction,
fitting-out and renovation work, facility management and repair and maintenance. See note 22 to the
consolidated financial statements included elsewhere in this annual report.
Crown Asia Investments Share Repurchase and Related Transactions
In May 2017, we issued and sold 27,769,248 ADSs (equivalent to 83,307,744 ordinary shares) and
81,995,799 ordinary shares and also repurchased 165,303,544 ordinary shares from Crown Asia Investments for
the aggregate purchase price of US$1.2 billion.
In connection with the foregoing, the registration rights agreement between our Company, Melco
International and Crown Asia Investments, among others, was amended to, among other things, remove each of
Crown Asia Investments and Crown Resorts Limited as a party to the registration rights agreement. In addition,
our Company, Melco Leisure, Melco International, Crown Resorts Limited and Crown Asia Investments entered
into a termination of amended and restated shareholders’ deed relating to our Company which, among other
things, terminated such amended and restated shareholders’ deed.
C. INTERESTS OF EXPERTS AND COUNSEL
Not applicable.
ITEM 8.
FINANCIAL INFORMATION
A. CONSOLIDATED STATEMENTS AND OTHER FINANCIAL INFORMATION
We have appended consolidated financial statements filed as part of this annual report.
Legal and Administrative Proceedings
We are currently a party to certain legal and administrative proceedings which relate to matters arising
out of the ordinary course of our business. Based on the current status of such proceedings and the information
currently available, our management does not believe that the outcome of such proceedings will have a material
adverse effect on our business, financial condition or results of operations.
Dividend Policy
In January 2017, our board amended our quarterly dividend policy to one targeting a quarterly cash
dividend of US$0.03 per ordinary share, subject to our capacity to pay from accumulated and future earnings,
cash availability and future commitments.
During 2017, we paid a special dividend of US$0.4404 per ordinary share and four quarterly dividends,
each in the amount of US$0.03 per ordinary share, to our shareholders.
In February 2018, our board further amended our quarterly dividend policy to one targeting a quarterly
cash dividend of US$0.045 per ordinary share, subject to our capacity to pay from accumulated and future
earnings, cash availability and future commitments. In February 2018, we declared a quarterly dividend of
US$0.045 per ordinary share to our shareholders whose names appeared on our register of members as of the
close of business on February 20, 2018.
131
Our board will continue to review from time to time our dividend policy as part of our commitment to
maximizing shareholder value, taking into consideration our financial performance and market conditions.
Our board retains complete discretion on whether to pay dividends. Even if our board decides to pay
dividends, the form, frequency and amount will depend upon our future operations and earnings, capital
requirements and surplus, general financial condition, contractual restrictions and other factors that our board
may deem relevant. Dividends will be declared and paid in Hong Kong dollar for holders of ordinary shares and
U.S. dollar for holders of our ADSs.
All subsidiaries incorporated in Macau are required to set aside a minimum of 10% to 25% of the
entity’s profit after tax to the legal reserve until the balance of the legal reserve reaches a level equivalent to 25%
to 50% of the entity’s share capital in accordance with the provisions of the Macau Commercial Code. The legal
reserve sets aside an amount from the subsidiaries’ statements of operations and is not available for distribution
to the shareholders of the subsidiaries. The appropriation of legal reserve is recorded in the subsidiaries’ financial
statements in the year in which it is approved by the boards of directors of the relevant subsidiaries.
Our 2015 Credit Facilities, Studio City Notes, 2021 Studio City Senior Secured Credit Facility and
other indebtedness we may incur contain, or may be expected to contain, restrictions on payment of dividends to
us, which is expected to affect our ability to pay dividends in the foreseeable future. See “Item 3. Key
Information — D. Risk Factors — Risks Relating to Our Shares and ADSs — We cannot assure you that we will
make dividend payments in the future.”
Under the Cayman Companies Law, subject to the provisions of our Articles, the share premium
account of our Company may be applied to pay distributions or dividends to shareholders, provided that
immediately following the date the distribution or dividend is proposed to be paid, we are able to pay our debts
as they fall due in the ordinary course of business.
B. SIGNIFICANT CHANGES
Except as disclosed elsewhere in this annual report, we have not experienced any significant changes
since the date of our audited consolidated financial statements included in this annual report.
ITEM 9. THE OFFER AND LISTING
A. OFFERING AND LISTING DETAILS
Our ADSs, each representing three ordinary shares, have been listed on Nasdaq under the symbol
“MPEL” from December 19, 2006 to April 5, 2017 and under the symbol “MLCO” since April 6, 2017. Our
ordinary shares were listed on the HKSE and began trading under the stock code “6883” on December 7, 2011
and were delisted from the HKSE on July 3, 2015.
132
The following table provides the high and low trading prices for our ADSs on Nasdaq and for our
ordinary shares on the HKSE for the periods indicated as follows:
Monthly High and Low
April 2018 (through April 11, 2018)
March 2018
February 2018
January 2018
December 2017
November 2017
October 2017
Quarterly High and Low
First Quarter 2018
Fourth Quarter 2017
Third Quarter 2017
Second Quarter 2017
First Quarter 2017
Fourth Quarter 2016
Third Quarter 2016
Second Quarter 2016
First Quarter 2016
Annual High and Low
2017
2016
2015(1)
2014
2013
Nasdaq
HKSE
High
Low
High
Low
(in US$)
(in HK$)
30.00
29.40
30.49
30.21
29.60
26.76
25.32
30.49
29.60
24.51
23.94
19.32
20.00
16.45
17.12
18.00
29.60
20.00
28.17
45.70
39.42
27.60
25.65
24.96
26.69
24.93
24.05
22.65
24.96
22.65
19.56
18.78
15.70
14.89
11.91
11.99
12.05
15.70
11.91
12.80
21.04
17.32
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
71.50
126.80
102.50
—
—
45.40
55.75
42.40
(1) The trading prices for our ordinary shares on the HKSE are for the period up to July 3, 2015.
B. PLAN OF DISTRIBUTION
Not applicable.
C. MARKETS
Our ADSs, each representing three ordinary shares, have been listed on Nasdaq under the symbol
“MPEL” from December 19, 2006 to April 5, 2017 and under the symbol “MLCO” since April 6, 2017. Our
ordinary shares were listed on the HKSE under the stock code “6883” from December 7, 2011 until July 3, 2015.
On January 2, 2015, we applied for a voluntary withdrawal of listing of our ordinary shares on the Main Board of
the HKSE, which was approved by our shareholders on March 25, 2015. The voluntary withdrawal of listing of
our ordinary shares on HKSE took effect on July 3, 2015, following which our shares are only traded on the
Nasdaq Global Select Market in the form of ADSs.
D. SELLING SHAREHOLDERS
Not applicable.
133
E. DILUTION
F. EXPENSES OF THE ISSUE
Not applicable.
Not applicable.
ITEM 10. ADDITIONAL INFORMATION
A. SHARE CAPITAL
Not applicable.
B. MEMORANDUM AND ARTICLES OF ASSOCIATION
The following are summaries of material provisions of our memorandum and articles of association
and the Companies Law insofar as they relate to the material terms of our ordinary shares.
General
All of our outstanding ordinary shares are fully paid and non-assessable. Some of the ordinary shares
are issued in registered form only with no share certificates. Our shareholders who are non-residents of the
Cayman Islands may freely hold and vote their ordinary shares.
Dividends
The holders of our ordinary shares are entitled to such dividends as may be declared by our board of
directors subject to the Companies Law and our articles of association.
Voting Rights
Each ordinary share is entitled to one vote on all matters upon which the ordinary shares are entitled to
vote. Voting at any meeting of shareholders is by show of hands unless a poll is demanded. A poll may be
demanded by our chairman or one or more shareholders present in person or by proxy entitled to vote and who
together hold not less than 10 % of the paid up voting share capital of our company.
A quorum required for a meeting of shareholders consists of one or more shareholders who hold at
least one-third of our ordinary shares at the meeting present in person or by proxy or, if a corporation or
other non-natural person, by its duly authorized representative. Shareholders’ meetings are held annually and
may be convened by our board on its own initiative or upon a request to the directors by shareholders holding in
aggregate at least ten percent of our ordinary shares. Advance notice of at least seven days is required for the
convening of our annual general meeting and other shareholders meetings.
An ordinary resolution to be passed by the shareholders requires the affirmative vote of a simple
majority of the votes attaching to the ordinary shares cast in a general meeting, while a special resolution requires
the affirmative vote of not less than two-thirds of the votes cast attaching to the ordinary shares. A special
resolution will be required for important matters such as changing our name or making changes to our
memorandum and articles of association.
134
Transfer of Ordinary Shares
Subject to the restrictions of our articles of association, as applicable, any of our shareholders may
transfer all or any of his or her ordinary shares by an instrument of transfer in the usual or common form or any
other form approved by our board.
Our board may, in its absolute discretion, decline to register any transfer of any ordinary share which is
not fully paid up or on which we have a lien. Our directors may also decline to register any transfer of any
ordinary share unless:
•
•
•
•
the instrument of transfer is lodged with us, accompanied by the certificate for the ordinary shares to
which it relates, and such other evidence as our board may reasonably require to show the right of the
transferor to make the transfer;
the instrument of transfer is in respect of only one class of ordinary shares;
the instrument of transfer is properly stamped, if required; or
in the case of a transfer to joint holders, the number of joint holders to whom the ordinary share is to be
transferred does not exceed four.
If our directors refuse to register a transfer they must, within two months after the date on which the
instrument of transfer was lodged, send to each of the transferor and the transferee notice of such refusal. The
registration of transfers may, on 14 days’ notice being given by advertisement in such one or more newspapers or
by electronic means, be suspended and the register closed at such times and for such periods as our board may
from time to time determine, provided, however, that the registration of transfers may not be suspended nor the
register closed for more than 30 days in any year.
Liquidation
On a return of capital on winding up or otherwise (other than on conversion, redemption or purchase of
ordinary shares), assets available for distribution among the holders of ordinary shares will be distributed among
the holders of the ordinary shares on a pro rata basis. If our assets available for distribution are insufficient to
repay all of the paid-up capital, the assets will be distributed so that the losses are borne by our shareholders
proportionately.
Calls on Ordinary Shares and Forfeiture of Ordinary Shares
Our board may from time to time make calls upon shareholders for any amounts unpaid on their
ordinary shares in a notice served to such shareholders at least 14 clear days prior to the specified time and place
of payment. The ordinary shares that have been called upon and remain unpaid on the specified time are subject
to forfeiture.
Redemption of Ordinary Shares
Subject to the provisions of the Companies Law, we may issue shares on terms that are subject to
redemption, at our option or at the option of the holders, on such terms and in such manner as the directors may
determine.
Prohibitions on the Receipt of Dividends, the Exercise of Voting or Other Rights or the Receipt of Other
Remuneration
Our memorandum and articles of association prohibit anyone who is an unsuitable person or an affiliate
of an unsuitable person from:
•
receiving dividends or interest with regard to our shares;
135
•
•
exercising voting or other rights conferred by our shares; and
receiving any remuneration in any form from us or an affiliated company for services rendered or
otherwise.
Such unsuitable person or its affiliate must sell all of the shares, or allow us to redeem or repurchase
the shares on such terms and manner as the directors may determine and agree with the shareholders, within such
period of time as specified by a gaming authority.
These prohibitions commence on the date that a gaming authority serves notice of a determination of
unsuitability or our board determines that a person or its affiliate is unsuitable and continue until the securities
are owned or controlled by persons found suitable by a gaming authority or our board, as applicable, to own
them. An “unsuitable person” is any person who is determined by a gaming authority to be unsuitable to own or
control any of our shares or who causes us or any affiliated company to lose or to be threatened with the loss of
any gaming license, or who, in the sole discretion of our board, is deemed likely to jeopardize our or any of our
affiliates’ application for, receipt of approval for right to the use of, or entitlement to, any gaming license.
The terms “affiliated companies,” “gaming authority” and “person” have the meanings set forth in our
articles of association.
Redemption of Securities Owned or Controlled by an Unsuitable Person or an Affiliate
Our memorandum and articles of association provide that shares owned or controlled by an unsuitable
person or an affiliate of an unsuitable person are redeemable by us, out of funds legally available for that
redemption, by appropriate action of our board to the extent required by the gaming authorities making the
determination of unsuitability or to the extent deemed necessary or advisable by our board having regard to
relevant gaming laws. From and after the redemption date, the securities will not be considered outstanding and
all rights of the unsuitable person or affiliate will cease, other than the right to receive the redemption price and
the right to receive any dividends declared prior to any receipt of any written notice from a gaming authority
declaring the suitable person to be an unsuitable person but not yet paid. The redemption price will be the price,
if any, required to be paid by the gaming authority making the finding of unsuitability or, if the gaming authority
does not require a price to be paid, the sum deemed to be the fair value of the securities by our board. The price
for the shares will not exceed the closing price per share of the shares on the principal national securities
exchange on which the shares are then listed on the trading date on the day before the redemption notice is given.
If the shares are not then listed, the redemption price will not exceed the closing sales price of the shares as
quoted on an automated quotation system, or if the closing price is not then reported, the mean between the bid
and asked prices, as quoted by any other generally recognized reporting system. Our right of redemption is not
exclusive of any other rights that we may have or later acquire under any agreement, its bylaws or otherwise. The
redemption price may be paid in cash, by promissory note, or both, as required by the applicable gaming
authority and, if not, as we elect.
Our memorandum and articles of association require any unsuitable person and any affiliate of an
unsuitable person to indemnify us and our affiliated companies for any and all losses, costs and expenses,
including attorneys’ fees, incurred by us and our subsidiaries as a result of the unsuitable person’s or affiliate’s
ownership or control of shares, the neglect, refusal or other failure to comply with the provisions of our
memorandum and articles of association relating to unsuitable persons, or failure to promptly divest itself of any
shares in us.
Variations of Rights of Shares
All or any of the rights attached to any class of shares may, subject to the provisions of the Companies
Law, be varied or abrogated either with the unanimous written consent of the holders of the issued shares of that
class or with the sanction of a special resolution passed at a general meeting of the holders of the shares of that
class.
136
Changes in Capital
We may from time to time by ordinary resolution:
•
•
•
•
•
increase the share capital by such sum, to be divided into shares of such classes and amount, as the
resolution may prescribe;
consolidate and divide all or any of our share capital into shares of a larger amount than our existing
shares;
convert all or any of our paid-up shares into stock and reconvert that stock into paid up shares of any
denomination;
sub-divide our existing shares, or any of them, into shares of a smaller amount provided that in the
subdivision the proportion between the amount paid and the amount, if any, unpaid on each reduced
share will be the same as it was in case of the share from which the reduced share is derived; or
cancel any shares which, at the date of the passing of the resolution, have not been taken or agreed to
be taken by any person and diminish the amount of our share capital by the amount of the shares so
cancelled.
We may by special resolution reduce our share capital and any capital redemption reserve in any
manner authorized by law.
Accounts and Audit
No shareholder (other than a director) has any right to inspect any of our accounting record or book or
document except as conferred by law or authorized by our board or our company by ordinary resolution of the
shareholders.
Subject to compliance with all applicable laws, we may send to every person entitled to receive notices
of our general meetings under the provisions of the articles of association a summary financial statement derived
from our annual accounts and our board’s report.
Auditors shall be appointed and the terms and tenure of such appointment and their duties at all times
regulated in accordance with the provisions of the articles of association. The remuneration of the auditors shall
be fixed by our board.
Our financial statements shall be audited by the auditor in accordance with generally accepted auditing
standards. The auditor shall make a written report thereon in accordance with generally accepted auditing
standards and the report of the auditor shall be submitted to the shareholders in general meeting. The generally
accepted auditing standards referred to herein may be those of a country or jurisdiction other than the Cayman
Islands. If so, the financial statements and the report of the auditor should disclose this fact and name such
country or jurisdiction.
Exempted Company
We are an exempted company with limited liability under the Companies Law. The Companies Law
distinguishes between ordinary resident companies and exempted companies. Any company that is registered in
the Cayman Islands but conducts business mainly outside of the Cayman Islands may apply to be registered as an
exempted company. The requirements for an exempted company are essentially the same as for an ordinary
company except for the exemptions and privileges listed below:
•
annual reporting requirements are minimal and consist mainly of a statement that the company has
conducted its operations mainly outside of the Cayman Islands and has complied with the provisions of
the Companies Law;
137
•
•
•
•
•
•
•
an exempted company’s register of members is not open to inspection;
an exempted company does not have to hold an annual general meeting;
an exempted company may issue shares with no par value;
an exempted company may obtain an undertaking against the imposition of any future taxation (such
undertakings are usually given for 20 years in the first instance);
an exempted company may register by way of continuation in another jurisdiction and be deregistered
in the Cayman Islands;
an exempted company may register as a limited duration company; and
an exempted company may register as a segregated portfolio company.
Differences in Corporate Law
The Companies Law is modeled after that of England and Wales but does not follow recent statutory
enactments in England. In addition, the Companies Law differs from laws applicable to Delaware corporations
and their stockholders. Set forth below is a summary of the significant differences between the provisions of the
Companies Law applicable to us and the laws applicable to Delaware corporations and their stockholders.
Mergers and Similar Arrangements
The Companies Law permits mergers and consolidations between Cayman Islands companies and
between Cayman Islands companies and non-Cayman Islands companies. For these purposes:
•
•
a “merger” means the merging of two or more constituent companies and the vesting of their
undertaking, property and liabilities in one of such companies as the surviving company; and
a “consolidation” means the combination of two or more constituent companies into a consolidated
company and the vesting of the undertaking, property and liabilities of such companies to the
consolidated company.
In order to effect a merger or consolidation, the directors of each constituent company must approve a
written plan of merger or consolidation, which must then be authorized by:
•
•
a special resolution of the shareholders of each constituent company; and
such other authorization, if any, as may be specified in such constituent company’s articles of
association.
The plan of merger or consolidation must be filed with the Registrar of Companies together with a
declaration as to the solvency of the consolidated or surviving company, a declaration as to the assets and
liabilities of each constituent company and an undertaking that a copy of the certificate of merger or
consolidation will be given to the members and creditors of each constituent company and that notification of the
merger and consolidation will be published in the Cayman Islands Gazette. Dissenting shareholders have the
right to be paid the fair value of their shares if they follow the required procedures, subject to certain exceptions.
The fair value of the shares will be determined by the Cayman Islands court if it cannot be agreed among the
parties. Court approval is not required for a merger or consolidation effected in compliance with these statutory
procedures.
In addition, there are statutory provisions that facilitate the reconstruction and amalgamation of
companies, provided that the arrangement is approved by a majority in number of each class of shareholders and
creditors with whom the arrangement is to be made, and who must in addition represent three-fourths in value of
each such class of shareholders or creditors, as the case may be, that are present and voting either in person or by
proxy at a meeting, or meetings, convened for that purpose. The convening of the meetings and subsequently the
arrangement must be sanctioned by the Grand Court of the Cayman Islands.
138
While a dissenting shareholder has the right to express to the court the view that the transaction ought
not to be approved, the court can be expected to approve the arrangement if it determines that:
•
•
•
•
the statutory provisions as to the required majority vote have been met;
the shareholders have been fairly represented at the meeting in question and the statutory majority are
acting bona fide without coercion of the minority to promote interests adverse to those of the class;
the arrangement is such that may be reasonably approved by an intelligent and honest man of that class
acting in respect of his interest; and
the arrangement is not one that would more properly be sanctioned under some other provision of the
Companies Law.
When a take-over offer is made and accepted by holders of not less than 90% of the shares within
four months, the offeror may, within a two-month period commencing on the expiration of such four month
period, require the holders of the remaining shares to transfer such shares on the terms of the offer. An objection
can be made to the Grand Court of the Cayman Islands but this is unlikely to succeed unless there is evidence of
fraud, bad faith or collusion.
If the arrangement and reconstruction is thus approved, the dissenting shareholder would have no rights
comparable to appraisal rights, which would otherwise ordinarily be available to dissenting stockholders of
Delaware corporations, providing rights to receive payment in cash for the judicially determined value of
the shares.
Shareholder Suits
Derivative actions have been brought in the Cayman Islands courts. In most cases, the company will be
the proper plaintiff in any claim based on a breach of duty owed to it, and a claim against (for example) the
company’s officers or directors usually may not be brought by a shareholder. However, based on English
authorities, which would in all likelihood be of persuasive authority and be applied by a court in the Cayman
Islands, exceptions to the foregoing principle apply in circumstances in which:
•
•
•
a company is acting, or proposing to act, illegally or beyond the scope of its authority;
the act complained of, although not beyond the scope of the authority, could be effected if duly
authorized by more than the number of votes which have actually been obtained; or
those who control the company are perpetrating a “fraud on the minority.”
A shareholder may have a direct right of action against the company where the individual rights of that
shareholder have been infringed or are about to be infringed.
Directors’ Fiduciary Duties
Under Delaware corporate law, a director of a Delaware corporation has a fiduciary duty to the
corporation and its stockholders. This duty has two components, the duty of care and the duty of loyalty. The
duty of care requires that a director act in good faith, with the care that an ordinarily prudent person would
exercise under similar circumstances. Under this duty, a director must inform himself of, and disclose to
stockholders, all material information reasonably available regarding a significant transaction. The duty of
loyalty requires that a director must act in a manner he or she reasonably believes to be in the best interests of the
corporation. A director must not use his or her corporate position for personal gain or advantage. This duty
prohibits self-dealing by a director and mandates that the best interests of the corporation and its stockholders
take precedence over any interest possessed by a director, officer or controlling stockholder and not shared by the
stockholders generally. In general, actions of a director are presumed to have been made on an informed basis, in
139
good faith and in the honest belief that the action taken was in the best interests of the corporation. However, this
presumption may be rebutted by evidence of a breach of one of the fiduciary duties. Should such evidence be
presented concerning a transaction by a director, the director must prove the procedural fairness of the
transaction and that the transaction was of fair value to the corporation.
As a matter of Cayman Islands law, a director of a Cayman Islands company is in the position of a
fiduciary with respect to the company, and therefore it is considered that he or she owes the following duties to
the company: a duty to act bona fide in the best interests of the company, a duty not to make a profit out of his or
her position as director (unless the company permits him or her to do so), a duty not to put himself or herself in a
position where the interests of the company conflict with his or her personal interests or his or her duty to a third
party and a duty to exercise powers for the purpose for which such powers were intended. A director of a
Cayman Islands company owes to the company a duty to act with skill and care. It was previously considered
that a director need not exhibit in the performance of his or her duties a greater degree of skill than may
reasonably be expected from a person of his or her knowledge and experience. However, there are indications
that the courts are moving towards an objective standard with regard to the required skill and care.
Under our memorandum and articles of association, directors who are in any way, whether directly or
indirectly, interested in a contract or proposed contract with our company must declare the nature of their interest
at a meeting of the board of directors. Following such declaration, a director may vote in respect of any contract
or proposed contract notwithstanding his interest.
Shareholder Action by Written Resolution
Under the Delaware General Corporation Law, a corporation’s certificate of incorporation may
eliminate the right of stockholders to act by written consent. Our memorandum and articles of association allow
shareholders to act by written resolutions.
Cumulative Voting
Under the Delaware General Corporation Law, cumulative voting for elections of directors is not
permitted unless the corporation’s certificate of incorporation specifically provides for it. Cumulative voting
potentially facilitates the representation of minority shareholders on a board of directors since it permits the
minority shareholder to cast all the votes to which the shareholder is entitled for a single director, which
increases the shareholder’s voting power with respect to electing such director.
As permitted under Cayman Islands law, our memorandum and articles of association do not provide
for cumulative voting.
Removal of Directors
Under the Delaware General Corporation Law, a director of a corporation may be removed with the
approval of a majority of the outstanding shares entitled to vote, unless the certificate of incorporation provides
otherwise.
Under our memorandum and articles of association, directors can be removed by special resolution of
the shareholders.
Transactions with Interested Shareholders
The Delaware General Corporation Law contains a business combination statute applicable to
Delaware public corporations whereby, unless the corporation has specifically elected not to be governed by such
statute by amendment to its certificate of incorporation, it is prohibited from engaging in certain business
140
combinations with an “interested stockholder” for three years following the date on which such person becomes
an interested stockholder. An interested stockholder generally is one which owns or owned 15% or more of the
target’s outstanding voting stock within the past three years. This has the effect of limiting the ability of a
potential acquirer to make a two-tiered bid for the target in which all stockholders would not be treated equally.
The statute does not apply if, among other things, prior to the date on which such stockholder becomes an
interested stockholder, the board of directors approves either the business combination or the transaction that
resulted in the person becoming an interested stockholder. This encourages any potential acquirer of a Delaware
public corporation to negotiate the terms of any acquisition transaction with the target’s board of directors.
Cayman Islands law has no comparable statute. As a result, we cannot avail ourselves of the types of
protections afforded by the Delaware business combination statute. However, although Cayman Islands law does
not regulate transactions between a company and its significant shareholders, it does provide that such
transactions entered into must be bona fide in the best interests of the company, for a proper corporate purpose
and not with the effect of perpetrating a fraud on the minority shareholders.
Dissolution and Winding Up
Under the Delaware General Corporation Law, unless the board of directors approves the proposal to
dissolve, dissolution must be approved by stockholders holding 100% of the total voting power of the
corporation. Only if the dissolution is initiated by the board of directors may it be approved by a simple majority
of the corporation’s outstanding shares. The Delaware General Corporation Law allows a Delaware corporation
to include in its certificate of incorporation a supermajority voting requirement in connection with dissolutions
initiated by the board of directors.
Under our memorandum and articles of association, if our company is wound up, the liquidator of our
company may distribute the assets with the sanction of an ordinary resolution of the shareholders and any other
sanction required by law.
Variation of Rights of Shares
Under the Delaware General Corporation Law, a corporation may vary the rights of a class of shares
with the approval of a majority of the outstanding shares of such class, unless the certificate of incorporation
provides otherwise.
Under Cayman Islands law and our memorandum and articles of association, if our share capital is
divided into more than one class of shares, we may vary the rights attached to any class with the unanimous
consent in writing of the holders of the issued shares of the relevant class or with the sanction of a resolution
passed at a separate meeting of the holders of the shares of such class by a majority of two-thirds of the votes cast
at such a meeting.
Amendment of Governing Documents
Under the Delaware General Corporation Law, a corporation’s governing documents may be amended
with the approval of a majority of the outstanding shares entitled to vote, unless the certificate of incorporation
provides otherwise.
Our memorandum and articles of association may be amended by a special resolution of shareholders.
Inspection of Books and Records
Under the Delaware General Corporation Law, any stockholder of a corporation may for any proper
purpose inspect or make copies of the corporation’s stock ledger, list of stockholders and other books
and records.
141
Holders of our shares have no general right under Cayman Islands law to inspect or obtain copies of
our register of members or our corporate records. However, we intend to provide our shareholders with annual
reports containing audited financial statements.
Anti-takeover Provisions in our Memorandum and Articles of Association
Some provisions of our memorandum and articles of association may discourage, delay or prevent a
change of control of our company or management that shareholders may consider favorable, including a
provision that authorizes our board of directors to issue preference shares in one or more series and to designate
the price, rights, preferences, privileges and restrictions of such preference shares without any further vote or
action by our shareholders.
Such shares could be issued quickly with terms calculated to delay or prevent a change in control of
our company or make removal of management more difficult. If our board of directors decides to issue these
preference shares, the price of our ordinary shares may fall and the voting and other rights of the holders of our
ordinary shares may be materially adversely affected.
However, under Cayman Islands law, our directors may only exercise the rights and powers granted to
them under our memorandum and articles of association for a proper purpose and for what they believe in good
faith to be in the best interests of our company.
Rights of Non-resident or Foreign Shareholders
There are no limitations imposed by our memorandum and articles of association on the rights
of non-resident or foreign shareholders to hold or exercise voting rights on our shares. In addition, there are no
provisions in our memorandum and articles of association governing the ownership threshold above which
shareholder ownership must be disclosed.
C. MATERIAL CONTRACTS
We have not entered into any material contracts other than in the ordinary course of business and other
than those described in “Item 4. Information on the Company” and “Item 7. Major Shareholders and Related
Party Transactions” or elsewhere in this annual report on Form 20-F.
D. EXCHANGE CONTROLS
With regard to our operations in Macau, no foreign exchange controls exist in Macau and Hong Kong
and there is a free flow of capital into and out of Macau and Hong Kong. There are no restrictions on remittances
of H.K. dollar or any other currency from Macau and Hong Kong to persons not resident in Macau and Hong
Kong for the purpose of paying dividends or otherwise.
With regard to our operations in the Philippines, the Philippines has been liberalizing foreign exchange
controls in the country, and has adopted a floating exchange rate regime. In any event, the Philippine peso still
fluctuates against the H.K. dollar and the U.S. dollar from time to time. Although there are no restrictions or
limits on the amounts of Philippine peso or foreign currency that may be taken in or out of the country, the
Bangko Sentral ng Pilipinas (BSP), the Central Bank of the Philippines, imposed a requirement that inward and
outward transfers of Philippine peso in excess of PHP10,000 must be with prior authorization of BSP, while
foreign currency in excess of US$10,000 or its equivalent must be declared to the Bureau of Customs Desk in the
airport upon arrival or before departure, as the case may be.
142
Cayman Islands Taxation
E. TAXATION
The Cayman Islands currently levies no taxes on individuals or corporations based upon profits,
income, gains or appreciation and there is no taxation in the nature of inheritance tax or estate duty. There are no
other taxes likely to be material to us levied by the government of the Cayman Islands except for stamp duties
which may be applicable on instruments executed in, or brought within, the jurisdiction of the Cayman Islands.
The Cayman Islands is not party to any double tax treaties. There are no exchange control regulations or currency
restrictions in the Cayman Islands.
United States Federal Income Taxation
The following discussion describes certain material U.S. federal income tax consequences to U.S.
Holders (as defined below) under present law of an investment in the ADSs or ordinary shares. The effects of any
applicable state or local laws and other U.S. federal tax laws such as estate and gift tax laws, and the impact of
the alternative minimum tax and the Medicare contribution tax on net investment income, are not discussed. This
discussion applies only to U.S. Holders that hold the ADSs or ordinary shares as capital assets within the
meaning of Section 1221 of the United States Internal Revenue Code of 1986, as amended, or the Code
(generally, property held for investment), and that have the U.S. dollar as their functional currency. This
discussion is based on the tax laws of the United States as of the date of this annual report and U.S. Treasury
regulations in effect or, in some cases, proposed, as of the date of this annual report, as well as judicial and
administrative interpretations thereof available on or before such date. All of the foregoing authorities are subject
to change, which change could apply retroactively and could affect the tax consequences described below.
The following discussion does not address all U.S. federal income tax consequences relevant to a
holder’s particular circumstances or to holders subject to particular rules, including:
•
•
•
•
•
•
•
•
•
•
•
•
•
•
banks;
certain financial institutions;
insurance companies;
regulated investment companies;
real estate investment trusts;
broker-dealers;
traders that elect to mark to market;
U.S. expatriates;
tax-exempt entities;
persons holding ADSs or ordinary shares as part of a straddle, hedging, conversion or integrated
transaction;
persons that actually or constructively own 10% or more of our stock by vote or value;
persons subject to special tax accounting rules as a result of any item of gross income with respect to
ADSs or ordinary shares being taken into account in an “applicable financial statement” (as defined in
the Code);
persons who acquired ADSs or ordinary shares pursuant to the exercise of any employee share option
or otherwise as compensation; or
partnerships or pass-through entities, or persons holding ADSs or ordinary shares through such entities.
143
INVESTORS ARE URGED TO CONSULT THEIR TAX ADVISORS ABOUT THE APPLICATION OF
THE U.S. FEDERAL TAX RULES TO THEIR PARTICULAR CIRCUMSTANCES AS WELL AS THE
STATE, LOCAL, NON-U.S. AND OTHER TAX CONSEQUENCES TO THEM OF THE PURCHASE,
OWNERSHIP AND DISPOSITION OF ADSs OR ORDINARY SHARES.
The discussion below of the U.S. federal income tax consequences to “U.S. Holders” will apply to you
if you are the beneficial owner of ADSs or ordinary shares and you are, for U.S. federal income tax purposes,
•
•
•
•
an individual who is a citizen or resident of the United States;
a corporation (or other entity treated as a corporation for U.S. federal income tax purposes) created or
organized in the United States or under the laws of the United States, any State thereof or the District
of Columbia;
an estate, the income of which is subject to U.S. federal income taxation regardless of its source; or
a trust that (1) is subject to the primary supervision of a court within the United States and the control
of one or more U.S. persons for all substantial decisions or (2) has a valid election in effect under
applicable U.S. Treasury regulations to be treated as a U.S. person.
If you are a partner in a partnership (or other entity treated as a partnership for U.S. federal income tax
purposes) that holds ADSs or ordinary shares, your tax treatment will generally depend on your status and the
activities of the partnership. If you are a partner in such partnership, you should consult your tax advisor.
The discussion below assumes the representations contained in the deposit agreement are true and the
obligations in the deposit agreement and any related agreement will be complied with in accordance with their
terms. If you own ADSs, you should be treated as the owner of the underlying ordinary shares represented by
those ADSs for U.S. federal income tax purposes. Accordingly, deposits or withdrawals of ordinary shares for
ADSs will not be subject to U.S. federal income tax.
The U.S. Treasury has expressed concerns that intermediaries in the chain of ownership between the
holder of an ADS and the issuer of the security underlying the ADS may be taking actions that are inconsistent
with the beneficial ownership of the underlying security (for example, pre-releasing ADSs to persons that do not
have the beneficial ownership of the securities underlying the ADSs). Accordingly, the availability of a reduced
tax rate for any dividends received by certain non-corporate U.S. Holders, including individual U.S. Holders (as
discussed below), could be affected by actions taken by intermediaries in the chain of ownership between the
holders of ADSs and our Company if as a result of such actions the holders of ADSs are not properly treated as
beneficial owners of underlying common shares.
Taxation of Dividends and Other Distributions on the ADSs or Ordinary Shares
Subject to the PFIC rules discussed below, the gross amount of any distributions we make to you with
respect to the ADSs or ordinary shares (including the amount of any taxes withheld therefrom) generally will be
includible in your gross income as dividend income on the date of receipt by the depositary, in the case of ADSs,
or on the date of receipt by you, in the case of ordinary shares, but only to the extent the distribution is paid out
of our current or accumulated earnings and profits (as determined under U.S. federal income tax principles). Any
such dividends will not be eligible for the dividends received deduction allowed to corporations in respect of
dividends received from other U.S. corporations. To the extent the amount of the distribution exceeds our current
and accumulated earnings and profits (as determined under U.S. federal income tax principles), such excess
amount will be treated first as a tax-free return of your tax basis in your ADSs or ordinary shares, and then, to the
extent such excess amount exceeds your tax basis in your ADSs or ordinary shares, as capital gain. We currently
do not, and we do not intend to, calculate our earnings and profits under U.S. federal income tax principles.
Therefore, a U.S. Holder should expect that any distribution will generally be reported as a dividend even if that
distribution would otherwise be treated as a non-taxable return of capital or as capital gain under the rules
described above.
144
With respect to certain non-corporate U.S. Holders, including individual U.S. Holders, any dividends
may be taxed at the lower capital gains rate applicable to “qualified dividend income,” provided (1) the ADSs or
ordinary shares, as applicable, are readily tradable on an established securities market in the United States, (2) we
are neither a PFIC nor treated as such with respect to you (as discussed below) for the taxable year in which the
dividend was paid and the preceding taxable year, and (3) certain holding period requirements are met. Under
U.S. Internal Revenue Service authority, ADSs will be considered for purposes of clause (1) above to be readily
tradable on an established securities market in the United States if they are listed on the Nasdaq, as are our ADSs.
There can be no assurance that our ADSs will continue to be readily tradable on an established securities market
in later years. Consequently, there can be no assurance that dividends paid on our ADSs will continue to qualify
for the reduced tax rates. You should consult your tax advisors regarding the availability of the lower capital
gains rate applicable to qualified dividend income for any dividends paid with respect to our ADSs or ordinary
shares.
Any dividends we pay with respect to our ADSs or ordinary shares will constitute foreign source
income for foreign tax credit limitation purposes. If the dividends are taxed as qualified dividend income (as
discussed above), the amount of the dividend taken into account for purposes of calculating the foreign tax credit
limitation generally will be limited to the gross amount of the dividend, multiplied by the reduced tax rate
applicable to qualified dividend income and divided by the highest tax rate normally applicable to dividends. The
limitation on foreign taxes eligible for credit is calculated separately with respect to specific classes of income.
For this purpose, any dividends we pay with respect to the ADSs or ordinary shares will generally constitute
“passive category income.”
Taxation of Disposition of ADSs or Ordinary Shares
Subject to the PFIC rules discussed below, you will recognize taxable gain or loss on any sale,
exchange or other taxable disposition of ADSs or ordinary shares equal to the difference between the amount
realized for the ADSs or ordinary shares and your tax basis in the ADSs or ordinary shares. The gain or loss
generally will be capital gain or loss. If you are a non-corporate U.S. Holder, including an individual U.S.
Holder, that has held the ADSs or ordinary shares for more than one year, you may be eligible for reduced U.S.
federal income tax rates. The deductibility of capital losses is subject to limitations. Any gain or loss you
recognize on a disposition of ADSs or ordinary shares will generally be treated as U.S. source income or loss for
foreign tax credit limitation purposes. You should consult your tax advisors regarding the proper treatment of
gain or loss in your particular circumstances.
Passive Foreign Investment Company
Based on the market price of our ADSs and ordinary shares, and the composition of our income and
assets, we do not believe we were a PFIC for U.S. federal income tax purposes for our taxable year ended
December 31, 2017. However, the application of the PFIC rules is subject to uncertainty in several respects, and
we cannot assure you we will not be a PFIC for any taxable year. Furthermore, because PFIC status is a factual
determination based on actual results for the entire taxable year, our U.S. counsel expresses no opinion with
respect to our PFIC status and expresses no opinion with respect to this paragraph. A non-U.S. corporation will
be a PFIC for U.S. federal income tax purposes for any taxable year if either:
•
•
at least 75% of its gross income for such year is passive income; or
at least 50% of the value of its assets (based on a quarterly average) during such year is attributable to
assets that produce passive income or are held for the production of passive income.
For this purpose, passive income generally includes dividends, interest, royalties and rents (other than
royalties and rents derived in the active conduct of a trade or business and not derived from a related person), as
well as gains from the sale of assets (such as stock) that produce passive income, foreign currency gains, and
certain other categories of income. For purposes of determining whether we are a PFIC, we will be treated as
145
owning our proportionate share of the assets and earning our proportionate share of the income of any other
corporation in which we own, directly or indirectly, more than 25% (by value) of the stock.
A separate determination must be made after the close of each taxable year as to whether we were a
PFIC for that year. Because the value of our assets for purposes of the PFIC test will generally be determined by
reference to the market price of our ADSs and ordinary shares, fluctuations in the market price of the ADSs and
ordinary shares may cause us to become a PFIC. In addition, changes in the composition of our income or assets
may cause us to become a PFIC.
If we are a PFIC for any taxable year during which you hold ADSs or ordinary shares, we generally
will continue to be treated as a PFIC with respect to you for that year and for all succeeding years during which
you hold ADSs or ordinary shares, unless we cease to be a PFIC and you make a “deemed sale” election with
respect to the ADSs or ordinary shares. If such election is made, you will be deemed to have sold ADSs or
ordinary shares you hold at their fair market value on the last day of the last taxable year in which we qualified as
a PFIC, and any gain from such deemed sale would be subject to the consequences described in the following
two paragraphs. After the deemed sale election, your ADSs or ordinary shares with respect to which the deemed
sale election was made will not be treated as shares in a PFIC unless we subsequently become a PFIC. You are
urged to consult your tax advisor about this election.
For each taxable year we are treated as a PFIC with respect to you, you will be subject to special tax
rules with respect to any “excess distribution” you receive and any gain you recognize from a sale or other
disposition (including a pledge) of the ADSs or ordinary shares, unless you make a “mark-to-market” election as
discussed below. Distributions you receive in a taxable year that are greater than 125% of the average annual
distributions you received during the shorter of the three preceding taxable years or your holding period for the
ADSs or ordinary shares will be treated as an excess distribution. Under these special tax rules:
•
•
•
the excess distribution or recognized gain will be allocated ratably over your holding period for the
ADSs or ordinary shares;
the amount allocated to the current taxable year, and any taxable years in your holding period prior to
the first taxable year in which we were a PFIC, will be treated as ordinary income; and
the amount allocated to each other taxable year will be subject to tax at the highest tax rate in effect for
individuals or corporations, as applicable, for each such year and the interest charge generally
applicable to underpayments of tax will be imposed on the resulting tax attributable to each such year.
The tax liability for amounts allocated to taxable years prior to the year of disposition or excess
distribution cannot be offset by any net operating losses for such years, and gains (but not losses) realized on the
sale or other disposition of the ADSs or ordinary shares cannot be treated as capital, even if you hold the ADSs
or ordinary shares as capital assets.
If we are a PFIC with respect to you for any taxable year, to the extent any of our subsidiaries are also
PFICs or we make direct or indirect equity investments in other entities that are PFICs, you will be deemed to
own shares in such lower-tier PFICs that are directly or indirectly owned by us in that proportion which the value
of the ADSs or ordinary shares you own bears to the value of all of our ADSs or ordinary shares, as applicable,
and you may be subject to the adverse tax consequences described in the preceding two paragraphs with respect
to the shares of such lower-tier PFICs that you would be deemed to own. You should consult your tax advisors
regarding the application of the PFIC rules to any of our subsidiaries.
A U.S. Holder of “marketable stock” (as defined below) in a PFIC may make a mark-to-market
election for such stock to elect out of the PFIC rules described above regarding excess distributions and
recognized gains. If you make an effective mark-to-market election for the ADSs or ordinary shares, you will
include in income for each year we are a PFIC an amount equal to the excess, if any, of the fair market value of
146
the ADSs or ordinary shares as of the close of your taxable year over your adjusted basis in such ADSs or
ordinary shares. You will be allowed a deduction for the excess, if any, of the adjusted basis of the ADSs or
ordinary shares over their fair market value as of the close of the taxable year. However, deductions will be
allowable only to the extent of any net mark-to-market gains on the ADSs or ordinary shares included in your
income for prior taxable years. Amounts included in your income under a mark-to-market election, as well as
gain on the actual sale or other disposition of the ADSs or ordinary shares, will be treated as ordinary income.
Ordinary loss treatment will also apply to the deductible portion of any mark-to-market loss on the ADSs or
ordinary shares, as well as to any loss realized on the actual sale or other disposition of the ADSs or ordinary
shares, to the extent the amount of such loss does not exceed the net mark-to-market gains previously included
for such ADSs or ordinary shares. Your basis in the ADSs or ordinary shares will be adjusted to reflect any such
income or loss amounts. If you make a mark-to-market election, any distributions we make would generally be
subject to the rules discussed above under “— Taxation of Dividends and Other Distributions on the ADSs or
Ordinary Shares,” except the lower rate applicable to qualified dividend income would not apply.
The mark-to-market election is available only for “marketable stock,” which generally is stock that is
regularly traded on a qualified exchange or other market, as defined in applicable U.S. Treasury regulations. Our
ADSs are listed on the Nasdaq, which is a qualified exchange or other market for these purposes. Consequently,
if the ADSs continue to be listed on Nasdaq and are regularly traded, and you are a holder of ADSs, we expect
the mark-to-market election would be available to you if we were to become a PFIC. There can be no assurance
that the ADSs will be “regularly traded” for purposes of the mark-to-market election. Because a mark-to-market
election cannot be made for equity interests in any lower-tier PFICs that we own, a U.S. Holder may continue to
be subject to the PFIC rules with respect to its indirect interest in any investments held by us that are treated as an
equity interest in a PFIC for U.S. federal income tax purposes. You should consult your tax advisors as to the
availability and desirability of a mark-to-market election, as well as the impact of such election on interests in
any lower-tier PFICs.
Alternatively, if a non-U.S. corporation is a PFIC, a holder of shares in that corporation may elect out
of the PFIC rules described above regarding excess distributions and recognized gains by making a “qualified
electing fund” election to include in income its pro rata share of the corporation’s income on a current basis.
However, you may make a qualified electing fund election with respect to your ADSs or ordinary shares only if
we agree to furnish you annually with certain tax information, and we currently do not intend to prepare or
provide such information.
Unless otherwise provided by the U.S. Treasury, each U.S. Holder of a PFIC is required to file an
annual report containing such information as the U.S. Treasury may require. If we are or become a PFIC, you
should consult your tax advisors regarding any reporting requirements that may apply to you.
You are strongly urged to consult your tax advisors regarding the application of the PFIC rules to
your investment in ADSs or ordinary shares.
Information Reporting and Backup Withholding
Any dividend payments with respect to ADSs or ordinary shares and proceeds from the sale, exchange
or other taxable disposition of ADSs or ordinary shares may be subject to information reporting to the U.S.
Internal Revenue Service and possible U.S. backup withholding. Backup withholding will not apply, however, to
a U.S. Holder who furnishes a correct taxpayer identification number and makes any other required certification
or who is otherwise exempt from backup withholding. U.S. Holders that are required to establish their exempt
status generally must provide such certification on U.S. Internal Revenue Service Form W-9. U.S. Holders
should consult their tax advisors regarding the application of the U.S. information reporting and backup
withholding rules.
Backup withholding is not an additional tax. Amounts withheld as backup withholding may be credited
against your U.S. federal income tax liability, and you may obtain a refund of any excess amounts withheld under
147
the backup withholding rules by filing the appropriate claim for refund with the U.S. Internal Revenue Service
and furnishing any required information in a timely manner.
Additional Reporting Requirements
Certain U.S. Holders who are individuals are required to report information relating to an interest in
our common shares, subject to certain exceptions (including an exception for ADSs or ordinary shares held in
accounts maintained by certain financial institutions). You should consult your tax advisors regarding the effect,
if any, of these rules on your ownership and disposition of ADSs or ordinary shares.
THE DISCUSSION ABOVE IS A GENERAL DISCUSSION. IT DOES NOT COVER ALL TAX
MATTERS THAT MAY BE IMPORTANT TO A PARTICULAR INVESTOR. EACH PROSPECTIVE
INVESTOR SHOULD CONSULT ITS OWN TAX ADVISOR ABOUT THE TAX CONSEQUENCES OF
AN INVESTMENT IN THE ADSs OR ORDINARY SHARES UNDER THE INVESTOR’S OWN
CIRCUMSTANCES.
Not applicable.
Not applicable.
F. DIVIDENDS AND PAYING AGENTS
G. STATEMENT BY EXPERTS
H. DOCUMENTS ON DISPLAY
We are subject to the periodic reporting and other informational requirements of the Exchange Act.
Under the Exchange Act, we are required to file reports and other information with the SEC. Specifically, we are
required to file an annual report on Form 20-F no later than four months after the close of each fiscal year, which
is December 31. As permitted by the SEC, in Item 19 of this annual report, we incorporate by reference certain
information we have filed with the SEC. This means that we can disclose important information to you by
referring you to another document filed separately with the SEC. The information incorporated by reference is
considered to be part of this annual report.
Copies of reports and other information, when so filed, may be inspected without charge at the SEC’s
Public Reference Room at 100 F Street, N.E., Washington D.C. 20549. The public may obtain information
regarding the Washington, D.C. Public Reference Room by calling the SEC at 1-800-SEC- 0330. The SEC also
maintains a web site at www.sec.gov that contains reports, proxy and information statements, and other
information regarding registrants that make electronic filings with the SEC using its EDGAR system.
As a foreign private issuer, we are exempt from the rules under the Exchange Act prescribing the
furnishing and content of quarterly reports and proxy statements, and officers, directors and principal
shareholders are exempt from the reporting and short-swing profit recovery provisions contained in Section 16 of
the Exchange Act.
Our financial statements have been prepared in accordance with U.S. GAAP. Our annual reports will
include a review of operations and annual audited consolidated financial statements prepared in conformity with
U.S. GAAP.
148
Nasdaq Stock Market Rule 5250(d)(1) requires each issuer to distribute to shareholders copies of an
annual report containing audited financial statements of our Company and its subsidiaries a reasonable period of
time prior to our Company’s annual meeting of shareholders. We do not intend to provide copies. However,
shareholders can request a copy, in physical or electronic form, from us or our ADR depositary bank, Deutsche
Bank. In addition, we intend to post our annual report on our website www.melco-resorts.com. Nasdaq Stock
Market Rule 5615(a)(3) permits foreign private issuers like us to follow “home country practice” in certain
corporate governance matters. Walkers, our Cayman Islands counsel, has provided a letter to the Nasdaq
certifying that under the Companies Law (as amended) of the Cayman Islands, we are not required to deliver
annual reports to our shareholders prior to an annual general meeting.
I. SUBSIDIARY INFORMATION
Not applicable.
ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Market risk is the risk of loss arising from adverse changes in market rates and prices, such as interest
rates, foreign currency exchange rates and commodity prices. We believe our and our subsidiaries’ primary
exposure to market risk will be interest rate risk associated with our substantial indebtedness.
Interest Rate Risk
Our exposure to interest rate risk is associated with our substantial indebtedness bearing interest based
on floating rates. We attempt to manage interest rate risk by managing the mix of long-term fixed rate
borrowings and variable rate borrowings and we may supplement by hedging activities in a manner we deem
prudent. We cannot be sure that these risk management strategies have had the desired effect, and interest rate
fluctuations could have a negative impact on our results of operations.
As of December 31, 2017, we are subject to fluctuations in HIBOR and LIBOR as a result of our 2015
Credit Facilities, Aircraft Term Loan and 2021 Studio City Senior Secured Credit Facility. As of December 31,
2017, approximately 88% of our total indebtedness was based on fixed rates. Based on our December 31, 2017
indebtedness level, an assumed 100 basis point change in HIBOR and LIBOR would cause our annual interest
cost to change by approximately US$4.4 million.
To the extent that we effect hedging in respect of our credit facilities, the counterparties to such
hedging will also benefit from the security and guarantees we provide to the lenders under such credit facilities,
which could increase our aggregate secured indebtedness. We do not intend to engage in transactions in
derivatives or other financial instruments for trading or speculative purposes and we expect the provisions of our
existing and any future credit facilities to restrict or prohibit the use of derivatives and financial instruments for
purposes other than hedging.
Foreign Exchange Risk
Our exposure to foreign exchange rate risk is associated with the currency of our operations and our
indebtedness and as a result of the presentation of our financial statements in U.S. dollar. The majority of our
revenues are denominated in H.K. dollar, given the H.K. dollar is the predominant currency used in Macau and is
often used interchangeably with the Pataca in Macau, while our expenses are denominated predominantly in
Pataca, H.K. dollar and Philippine peso. In addition, a significant portion of our indebtedness, including the 2017
Senior Notes and the Studio City Notes, and certain expenses, have been and are denominated in U.S. dollar, and
the costs associated with servicing and repaying such debt will be denominated in U.S. dollar. We also have a
certain portion of our assets and liabilities, including the Philippine Notes, denominated in Philippine peso.
149
The value of the H.K. dollar, Pataca and Philippine peso against the U.S. dollar may fluctuate and may
be affected by, among other things, changes in political and economic conditions. While the H.K. dollar is
pegged to the U.S. dollar within a narrow range and the Pataca is in turn pegged to the H.K. dollar, and the
exchange rates between these currencies has remained relatively stable over the past several years, we cannot
assure you that the current peg or linkages between the U.S. dollar, H.K. dollar and Pataca will not be de-pegged,
de-linked or otherwise modified and subject to fluctuations. Any significant fluctuations in exchange rates
between the H.K. dollar, Pataca or Philippine peso to U.S. dollar may have a material adverse effect on our
revenues and financial condition.
We accept foreign currencies from our customers and as of December 31, 2017, in addition to H.K.
dollar, Pataca and Philippine peso, we also hold other foreign currencies. However, any foreign exchange risk
exposure associated with those currencies is minimal.
We have not engaged in hedging transactions with respect to foreign exchange exposure of our
revenues and expenses in our day-to-day operations during the year ended December 31, 2017. Instead, we
maintain a certain amount of our operating funds in the same currencies in which we have obligations, thereby
reducing our exposure to currency fluctuations. However, we occasionally enter into foreign exchange
transactions as part of financing transactions and capital expenditure programs.
See note 11 to the consolidated financial statements included elsewhere in this annual report for further
details related to our indebtedness as of December 31, 2017.
Major currencies in which our cash and bank balances (including bank deposits with original maturities
over three months and restricted cash) held as of December 31, 2017 were U.S. dollar, H.K. dollar, New Taiwan
dollar, Philippine peso and Pataca. Based on the cash and bank balances as of December 31, 2017, an assumed
1% change in the exchange rates between currencies other than U.S. dollar against the U.S. dollar would cause a
maximum foreign transaction gain or loss of approximately US$12.7 million for the year ended December 31,
2017.
Based on the balances of indebtedness denominated in currencies other than U.S. dollar as of
December 31, 2017, an assumed 1% change in the exchange rates between currencies other than U.S. dollar
against the U.S. dollar would cause a foreign transaction gain or loss of approximately US$5.8 million for the
year ended December 31, 2017.
ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES
Not applicable.
Not applicable.
Not applicable.
A. DEBT SECURITIES
B. WARRANTS AND RIGHTS
C. OTHER SECURITIES
150
D. AMERICAN DEPOSITARY SHARES
Persons depositing shares are charged a fee for each issuance of ADSs, including issuances resulting
from distributions of shares, share dividends, share splits, bonus and rights distributions and other property, and
for each surrender of ADSs in exchange for deposited securities. The fee in each case is not in excess of US$5.00
for each 100 ADSs (or fraction thereof) issued or surrendered. Any holder of ADSs is charged a fee not in excess
of US$5.00 per 100 ADSs (or portion thereof) issued upon the exercise of rights. The depositary also charges a
fee not in excess of US$5.00 per 100 ADSs held for the distribution of cash proceeds pursuant to cash dividends,
sale of rights and other entitlements or otherwise. The depositary may also charge an annual fee not in excess of
US$5.00 per 100 ADSs for the operation and maintenance costs in administering the ADSs. Persons depositing
shares may also be required to pay the following charges:
•
•
•
•
•
•
Taxes (including any applicable interest and penalties thereon) and other governmental charges;
Cable, telex, facsimile and electronic transmission and delivery expenses;
Registration fees as may from time to time be in effect for the registration of shares or other deposited
securities with the foreign registrar and applicable to transfers of shares or other deposited securities to
or from the name of the custodian, the depositary or any nominees upon the making of deposits and
withdrawals, respectively;
Expenses and charges incurred by the depositary in connection with the conversion of foreign
currency;
Fees and expenses incurred by the depositary in connection with compliance with exchange control
regulations and other regulatory requirements applicable to the shares, deposited securities and ADSs;
and
Any additional fees, charges, costs or expenses that may be incurred by the depositary from time to
time.
We will pay all other charges and expenses of the depositary and any agent of the depositary, except
the custodian, pursuant to agreements from time to time between us and the depositary. We and the depositary
may amend the fees described above from time to time.
Depositary fees payable upon the issuance and cancelation of ADSs are generally paid to the depositary
by the brokers receiving the newly issued ADSs from the depositary and by the brokers delivering the ADSs to
the depositary for cancelation. Depositary fees payable in connection with distributions of cash or securities to
ADS holders and the depositary service fee are charged by the depositary to the holders of record of ADSs as of
the applicable ADS record date.
In the case of cash distributions, service fees are generally deducted from the cash being distributed. In
the case of distributions other than cash, such as stock dividends or certain rights, the depositary charges the
applicable ADS record date holder concurrent with the distribution. In the case of ADSs registered in the name of
the investor (whether certificated or in The Depository Trust Company (“DTC”)), the depositary sends invoices
to the applicable record date ADS holders. In the case of ADSs held in brokerage and custodian accounts (via
DTC), the depositary generally collects the fees through the settlement systems provided by DTC (whose
nominee is the registered holder of the ADSs held in DTC) from the brokers and custodians holding ADSs in
their DTC accounts. The brokers and custodians who hold their clients’ ADSs in DTC accounts in turn charge
their clients’ accounts the amount of the service fees paid to the depositary.
Fees and Other Payments Made by the Depositary to Us
In 2017, we received approximately US$2.1 million (after tax) reimbursement from the depositary for
our expenses incurred in connection with investor relationship programs related to the ADS facility and the travel
expense of our key personnel in connection with such programs.
151
ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES
PART II
None.
ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF
PROCEEDS
None.
ITEM 15. CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
As of the end of the period covered by this annual report, our management, with the participation of
our chief executive officer and our chief financial officer, has performed an evaluation of the effectiveness of our
disclosure controls and procedures within the meaning of Rules 13a-15(e) and 15d-15(e) of the Exchange Act. In
designing and evaluating the disclosure controls and procedures, it should be noted that any controls and
procedures, no matter how well designed and operated, can only provide reasonable, but not absolute, assurance
of achieving the desired control objectives and management is required to apply its judgment in evaluating the
cost-benefit relationship of possible controls and procedures. Based upon that evaluation, our chief executive
officer and chief financial officer have concluded that, as of the end of the period covered by this annual report,
our disclosure controls and procedures were effective to provide reasonable assurance that information required
to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed,
summarized and reported, within the time period specified in the SEC’s rules and forms, and accumulated and
communicated to our management, including our chief executive officer and chief financial officer, to allow
timely decisions regarding required disclosure.
Management’s Annual Report on Internal Control Over Financial Reporting
Our Company’s management is responsible for establishing and maintaining adequate internal control
over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f)of the Exchange Act.
Our Company’s internal control over financial reporting is designed to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of financial statements for external purposes in
accordance with generally accepted accounting principles. Our Company’s internal control over financial
reporting includes those policies and procedures that:
(1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the
transactions and dispositions of our Company’s assets;
(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of
financial statements in accordance with generally accepted accounting principles and that our
Company’s receipts and expenditures are being made only in accordance with authorizations of its
management and directors; and
(3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use
or disposition of our Company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect
misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that
controls may become inadequate because of changes in conditions, or that the degree of compliance with the
policies or procedures may deteriorate.
152
Our Company’s management assessed the effectiveness of our Company’s internal control over
financial reporting as of December 31, 2017. In making this assessment, our Company’s management used the
framework set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal
Control — Integrated Framework (2013) (“2013 framework”).
Based on this assessment, management concluded that, as of December 31, 2017, our Company’s
internal control over financial reporting is effective based on this 2013 framework.
Attestation Report of the Registered Public Accounting Firm
The effectiveness of our Company’s internal control over financial reporting as of December 31, 2017,
has been audited by Ernst & Young, an independent registered public accounting firm, as stated in their report
which appears herein.
Changes in Internal Controls Over Financial Reporting
There were no changes in our Company’s internal control over financial reporting (as such term is
defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the year ended December 31, 2017 that
have materially affected, or are reasonably likely to materially affect, our Company’s internal control over
financial reporting.
ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT
Our board has determined that Mr. John William Crawford qualifies as “audit committee financial
expert” as defined in Item 16A of Form 20-F. Each of the members of our audit and risk committee satisfies the
“independence” requirements of the Nasdaq corporate governance rules and Rule 10A-3 under the Exchange Act.
See “Item 6. Directors, Senior Management and Employees.”
ITEM 16B. CODE OF ETHICS
Our board has adopted a code of business conduct and ethics that applies to our directors, officers,
employees and agents, including certain provisions that specifically apply to our chief executive officer, chief
financial officer and any other persons who perform similar functions for us. The code of business conduct and
ethics was last amended on March 29, 2017. We have posted our current code of business conduct and ethics on
our website at www.melco-resorts.com. We hereby undertake to provide to any person without charge, a copy of
our code of business conduct and ethics within ten working days after we receive such person’s written request.
ITEM 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES
The following table sets forth the aggregate fees by categories specified below in connection with
certain professional services rendered by our principal external auditors, for the years indicated. We did not pay
any other fees to our auditor during the years indicated below.
Audit fees (1)
Tax fees (2)
All other fees (3)
Year Ended December 31,
2017
2016
(In thousands of US$)
$870
$1,713
55
86
120
881
(1)
(2)
“Audit fees” means the aggregate fees billed in each of the fiscal years indicated for our calendar year
audits.
“Tax fees” include fees billed for tax consultations.
153
(3)
“All other fees” include the aggregate fees billed in respect of (i) the review of certain documents
associated with the issuance of the 2016 Studio City Notes and the 2017 Senior Notes, which amounted to
US$150,000 and US$141,000, respectively, (ii) our registration statement on Form F-3 and the related
prospective supplements for our public offering filed with the SEC in December 2016 and May 2017,
which amounted to US$465,000 and (iii) a draft registration statement on Form F-1 for a possible initial
public offering of American depositary shares representing ordinary shares of SCI submitted with the SEC
in August 2017, which amounted to US$245,000.
The policy of our audit and risk committee is to pre-approve all audit and non-audit services provided
by our independent registered public accounting firm, including audit services, audit-related services, tax services
and other services as described above, other than those for de minimis services which are approved by our audit
and risk committee prior to the completion of the audit.
For the years ended December 31, 2017 and 2016, 3.4 percent and nil of the total tax and all other fees
as described above were approved by our audit and risk committee pursuant to paragraph (c)(7)(i)(C) of Rule
2-01 of Regulation S-X, respectively.
ITEM 16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES
Not applicable.
ITEM 16E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED
PURCHASERS
The following table sets forth information about our repurchases made in the fiscal year ended
December 31, 2017.
Total
Number of
Ordinary
Shares
Purchased
Average
Price Paid
Per Ordinary
Share
—
198,000,000 (1)
—
—
165,303,544 (2)
—
—
—
—
—
—
—
363,303,544
(US$)
—
6.00(1)
—
—
7.04
—
—
—
—
—
—
—
6.47
Total
Number of
Ordinary
Shares
Purchased as
Part of
Publicly
Announced
Program (3)
Maximum
Dollar Value
of Ordinary
Shares that
May Yet be
Purchased
Under Publicly
Announced
Program
—
—
—
—
—
—
—
—
—
—
—
—
—
(US$)
—
—
—
—
—
—
—
—
—
—
—
—
—
Period
January 2017
February 2017
March 2017
April 2017
May 2017
June 2017
July 2017
August 2017
September 2017
October 2017
November 2017
December 2017
Total
Notes:
(1)
In December 2016, Melco Leisure and Crown Asia Investments entered into the Melco Acquisition
agreement whereby Melco Leisure agreed to acquire 198,000,000 of our ordinary shares from Crown Asia
Investments for the aggregate purchase price of approximately US$1.2 billion, or US$6.00 per ordinary
share, less the aggregate amount of any special dividends paid in respect of such ordinary shares on or after
the date of the Melco Acquisition agreement and prior to the closing of the Melco Acquisition. After taking
into account the payment of such special dividends, the aggregate purchase price paid by Melco Leisure to
154
Crown Asia Investments for such acquisition amounted to approximately US$1.1 billion, or approximately
US$5.56 per ordinary share.
In May 2017, we repurchased 165,303,544 ordinary shares from Crown Asia Investments for the aggregate
purchase price of approximately US$1.2 billion, representing a per share price of approximately US$7.04,
pursuant to a privately-negotiated transaction.
In March 2018, we announced our board of directors approved a US$500 million share repurchase program
which is effective over a three-year period commencing on March 21, 2018.
(2)
(3)
ITEM 16F. CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT
On July 17, 2017, our board of directors approved the appointment of Ernst & Young and dismissed
Deloitte Touche Tohmatsu, or Deloitte, as the Company’s independent registered public accounting firm,
effective July 17, 2017. The change of the Company’s independent registered public accounting firm was
recommended by the audit and risk committee of the board of directors and made after the completion of a
periodic tendering process conducted pursuant to the charter of the audit and risk committee. The decision was
not made due to any disagreements with Deloitte.
Deloitte’s audit reports on the Company’s consolidated financial statements as of December 31, 2016
and 2015 and for each of the years ended December 31, 2016 and 2015 did not contain an adverse opinion or a
disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles.
During each of the years ended December 31, 2016 and 2015 and the subsequent interim period
through July 17, 2017, there were (i) no disagreements between the Company and Deloitte on any matters of
accounting principles or practices, financial statement disclosure or auditing scope or procedures, any of which,
if not resolved to Deloitte’s satisfaction, would have caused Deloitte to make reference thereto in their reports,
and (ii) no “reportable events” requiring disclosure pursuant to Item 16F(a)(1)(v) of the instructions to Form
20-F.
The Company provided Deloitte with a copy of the disclosures it is making in this annual report on
Form 20-F and requested from Deloitte a letter addressed to the Securities and Exchange Commission indicating
whether it agrees with such disclosures. A copy of Deloitte’s letter dated April 12, 2018 is attached as Exhibit
15.4.
During each of the years ended December 31, 2016 and 2015 and the subsequent interim period
through July 16, 2017, neither the Company nor anyone on behalf of the Company has consulted with Ernst &
Young regarding (i) the application of accounting principles to a specific transaction, either completed or
proposed, or the type of audit opinion that might be rendered on the Company’s consolidated financial
statements, and neither a written report nor oral advice was provided to the Company that Ernst & Young
concluded was an important factor considered by the Company in reaching a decision as to any accounting,
auditing, or financial reporting issues, (ii) any matter that was the subject of disagreement pursuant to Item
16F(a)(1)(iv) of the instructions to Form 20-F, or (iii) any reportable events pursuant to Item 16F(a)(1)(v) of the
instructions to Form 20-F.
ITEM 16G. CORPORATE GOVERNANCE
Nasdaq Stock Market Rule 5615(a)(3) permits foreign private issuers like us to follow “home country
practice” in certain corporate governance matters. For example, Nasdaq Stock Market Rule 5605(b)(1) generally
requires that a majority of an issuer’s board of directors must consist of independent directors. We rely on this
“home country practice” exception and do not have a majority of independent directors serving on our board.
In addition, Nasdaq Stock Market Rule 5250(d)(1) requires each issuer to distribute to shareholders
copies of an annual report containing audited financial statements of our Company and its subsidiaries a
155
reasonable period of time prior to our Company’s annual meeting of shareholders. We do not intend to provide
copies. However, shareholders can request a copy, in physical or electronic form, from us or our ADR depositary
bank, Deutsche Bank. We intend to post our annual report on our website www.melco-resorts.com.
Lastly, Nasdaq Stock Market Rule 5635(d) requires each issuer to obtain shareholder approval for the
issuance of securities in connection with a transaction other than a public offering involving certain issuances of
ordinary shares in amounts equaling 20% or more of such issuer’s ordinary shares there outstanding. Walkers,
our Cayman Islands counsel, has provided letters to Nasdaq certifying that under the Companies Law (as
amended) of the Cayman Islands, we are not required to: (i) have a majority of independent directors serving on
our board; (ii) deliver annual reports to our shareholders prior to an annual general meeting; or (iii) obtain
shareholders’ approval prior to any issuance of our ordinary shares. The foregoing is subject to our memorandum
and articles of association, as amended and restated from time to time.
ITEM 16H. MINE SAFETY DISCLOSURE
Not applicable.
ITEM 17. FINANCIAL STATEMENTS
We have elected to provide financial statements pursuant to Item 18.
PART III
ITEM 18. FINANCIAL STATEMENTS
The consolidated financial statements of Melco Resorts & Entertainment Limited and its subsidiaries
are included at the end of this annual report.
156
ITEM 19. EXHIBITS
Exhibit
Number
Description of Document
1.1
2.1
2.2
2.3
2.4
2.5
2.6
2.7
2.8
2.9
Amended and Restated Memorandum and Articles of Association adopted on March 29, 2017
(incorporated by reference to Exhibit 1.1 from our annual report on Form 20-F for the fiscal year
ended December 31, 2016 (File No. 001-33178), filed with the SEC on April 11, 2017)
Form of Registrant’s American Depositary Receipt (included in Exhibit 2.3)
Registrant’s Specimen Certificate for Ordinary Shares (incorporated by reference to Exhibit 4.2
from our registration statement on Form F-1 registration statement (File No. 333-139088), as
amended, initially filed with the SEC on December 1, 2006)
Form of Deposit Agreement among the Company, the depositary and the holders and beneficial
owners of the American depositary shares issued thereunder (incorporated by reference to Exhibit
(a) from Amendment No. 1 to our registration statement on Form F-6 (File No. 333-139159) filed
with the SEC on November 29, 2011)
Deed of Variation and Amendment dated July 27, 2007 between our Company, Melco Leisure and
Entertainment Group Limited, Melco International Development Limited, PBL Asia Investments
Limited, Publishing and Broadcasting Limited and Crown Limited (incorporated by reference to
Exhibit 4.11 from our registration statement on Form F-1 (File No. 333-146780), as amended,
initially filed with the SEC on October 18, 2007)
Form of Registration Rights Agreement among our Company, Melco Leisure and Entertainment
Group Limited and PBL (incorporated by reference to Exhibit 4.10 from our registration statement
on Form F-1 (File No. 333-139088), as amended, initially filed with the SEC on December 1,
2006)
Indenture, dated November 26, 2012, among Studio City Finance Limited, certain subsidiaries of
Studio City Finance Limited from time to time parties thereto, DB Trustees (Hong Kong) Limited,
as trustee and collateral agent, Deutsche Bank Trust Company Americas, as principal paying agent,
U.S. registrar and transfer agent, and Deutsche Bank Luxembourg S.A., as European registrar
(incorporated by reference to Exhibit 2.10 from our annual report on Form 20-F for the fiscal year
ended December 31, 2012 (File No. 001-33178), filed with the SEC on April 18, 2013)
Pledge Agreement, dated November 26, 2012, by Studio City Finance Limited in favor of DB
Trustees (Hong Kong) Limited as collateral agent (incorporated by reference to Exhibit 2.11 from
our annual report on Form 20-F for the fiscal year ended December 31, 2012
(File No. 001-33178), filed with the SEC on April 18, 2013)
Pledge Over Accounts, dated November 26, 2012, among Studio City Finance Limited, DB
Trustees (Hong Kong) Limited as collateral agent and Bank of China Limited, Macau Branch as
escrow agent and note disbursement agent (incorporated by reference to Exhibit 2.12 from our
annual report on Form 20-F for the fiscal year ended December 31, 2012
(File No. 001-33178), filed with the SEC on April 18, 2013)
Escrow Agreement, dated November 26, 2012, among Studio City Finance Limited, DB Trustees
(Hong Kong) Limited as trustee and collateral agent and Bank of China Limited, Macau Branch as
escrow agent (incorporated by reference to Exhibit 2.13 from our annual report on Form 20-F for
the fiscal year ended December 31, 2012 (File No. 001-33178), filed with the SEC on April 18,
2013)
2.10
Intercompany Note, dated November 26, 2012, issued by Studio City Investments Limited
(incorporated by reference to Exhibit 2.14 from our annual report on Form 20-F for the fiscal year
ended December 31, 2012 (File No. 001-33178), filed with the SEC on April 18, 2013)
157
Exhibit
Number
2.11
2.12
2.13
2.14
2.15
2.16
2.17
Description of Document
Note Disbursement and Account Agreement, dated November 26, 2012, among Studio City
Finance Limited, Studio City Company Limited as borrower, DB Trustees (Hong Kong) Limited
as trustee and collateral agent and Bank of China Limited, Macau Branch as note disbursement
agent (incorporated by reference to Exhibit 2.15 from our annual report on Form 20-F for the fiscal
year ended December 31, 2012 (File No. 001-33178), filed with the SEC on April 18, 2013)
Senior Term Loan and Revolving Facilities Agreement, dated January 28, 2013, among Studio
City Investments Limited, Studio City Company Limited, certain guarantors as specified therein,
Australia and New Zealand Banking Group Limited, Bank of America, N.A., Bank of China
Limited, Macau Branch, Citigroup Global Markets Asia Limited, Credit Agricole Corporate and
Investment Bank, Deutsche Bank AG, Hong Kong Branch, Industrial and Commercial Bank of
China (Macau) Limited and UBS AG Hong Kong Branch as bookrunner mandated lead arrangers,
certain other entities as specified therein as mandated lead arranger, lead arrangers, arranger,
senior managers and managers, certain financial institutions as lenders, Deutsche Bank AG, Hong
Kong Branch as facility agent, Industrial and Commercial Bank of China (Macau) Limited as
agent and security trustee, disbursement agent and agent for the agent and security trustee and
Bank of China Limited, Macau Branch as issuing bank (incorporated by reference to Exhibit 2.16
from our annual report on Form 20-F for the fiscal year ended December 31, 2012
(File No. 001-33178), filed with the SEC on April 18, 2013)
Amendment Agreement, dated March 1, 2013, between Studio City Investments Limited and
Deutsche Bank AG, Hong Kong Branch as facility agent, relating to a senior facilities agreement
dated January 28, 2013 (incorporated by reference to Exhibit 2.18 from our annual report
on Form 20-F for the fiscal year ended December 31, 2012 (File No. 001-33178), filed with the
SEC on April 18, 2013)
Notes Facility and Security Agreement, dated December 19, 2013, among Melco Resorts Leisure
as issuer of the Philippine Notes, MRP and certain of its subsidiaries from time to time as
guarantors and pledgers thereto, various financial institutions as holders of the Philippine Notes,
Australia and New Zealand Banking Group Limited and Deutsche Bank AG, Manila Branch as
joint lead managers and Philippine National Bank — Trust Banking Group as facility agent,
registrar, paying agent and security trustee (incorporated by reference to Exhibit 2.19 from our
annual report on Form 20-F for the fiscal year ended December 31, 2012
(File No. 001-33178), filed with the SEC on April 15, 2014)
Guaranty, dated January 21, 2014 by our Company in favor of Philippine National Bank — Trust
Banking Group as facility agent on behalf of itself and the holders of Philippine Notes
(incorporated by reference to Exhibit 2.20 from our annual report on Form 20-F for the fiscal year
ended December 31, 2012 (File No. 001-33178), filed with the SEC on April 15, 2014)
Loan Agreement dated December 23, 2013, among MCO (Philippines) Investments Limited as
lender, Melco Resorts Leisure as borrower and MRP and certain of its subsidiaries from time to
time as guarantors, in respect of a term loan facility by the lender to the borrower in the amount of
up to US$ 340 million (incorporated by reference to Exhibit 2.21 from our annual report on
Form 20-F for the fiscal year ended December 31, 2012 (File No. 001-33178), filed with the SEC
on April 15, 2014)
Amended and Restated Shareholders’ Deed, dated December 14, 2016, entered into between
Melco Leisure and Entertainment Group Limited, Melco International Development Limited,
Crown Asia Investments Pty. Ltd., Crown Resorts Limited and the Company (incorporated by
reference to Exhibit 99.1 of our current report on Form 6-K (File No. 001-33178) furnished with
the SEC on December 19, 2016)
158
Exhibit
Number
2.18
2.19
2.20
2.21
2.22
2.23
2.24*
2.25*
2.26*
4.1
Description of Document
Amendment No. 1 and Joinder to Registration Rights Agreement among our Company, Crown
Asia Investments Pty Ltd, Crown Resorts Limited, Melco Leisure and Entertainment Group
Limited and Melco International Development Limited, dated as of February 9, 2017 (incorporated
by reference to Exhibit 2.19 from our annual report on Form 20-F for the fiscal year ended
December 31, 2016 (File No. 001-33178), filed with the SEC on April 11, 2017)
Indenture among Studio City Company Limited, as issuer, Studio City Investments Limited, as
parent guarantor, the subsidiary guarantors party thereto, and Deutsche Bank Trust Company
Americas, as trustee, relating to 5.875% Senior Secured Notes due 2019 (incorporated by reference
to Exhibit 99.2 from our registration statement on Form F-3 (File No. 333-215500), filed with the
SEC on December 14, 2016)
Supplemental Indenture among Studio City Company Limited, Industrial and Commercial Bank of
China (Macau) Limited, as the security agent, DB Trustees (Hong Kong) Limited, as the
intercreditor agent and Deutsche Bank Trust Company Americas, as trustee, relating to 5.875%
Senior Secured Notes due 2019 (incorporated by reference to Exhibit 99.3 from our registration
statement on Form F-3 (File No. 333-215500), filed with the SEC on December 14, 2016)
Indenture among Studio City Company Limited, as issuer, Studio City Investments Limited, as
parent guarantor, the subsidiary guarantors party thereto, and Deutsche Bank Trust Company
Americas, as trustee, relating to 7.250% Senior Secured Notes due 2021 (incorporated by reference
to Exhibit 99.4 from our registration statement on Form F-3 (File No. 333-215500), filed with the
SEC on December 14, 2016)
Supplemental Indenture among Studio City Company Limited, Industrial and Commercial Bank of
China (Macau) Limited, as the security agent, DB Trustees (Hong Kong) Limited, as the
intercreditor agent and Deutsche Bank Trust Company Americas, as the trustee, relating to 7.250%
Senior Secured Notes due 2021 (incorporated by reference to Exhibit 99.5 from our registration
statement on Form F-3 (File No. 333-215500), filed with the SEC on December 14, 2016)
Intercreditor Agreement among Studio City Company Limited, the guarantors of the 5.875%
Senior Secured Notes due 2019 and 7.250% Senior Secured Notes due 2021, the lenders and agent
for Studio City Company Limited’s HK$233 million revolving credit facility and HK$1 million
term loan facility, the security agent and intercreditor agent named therein, among others
(incorporated by reference to Exhibit 99.6 from our registration statement on
Form F-3 (File No. 333-215500),filed with the SEC on December 14, 2016)
Amendment No. 2 to Registration Rights Agreement among our Company, Crown Asia
Investments Pty Ltd, Crown Resorts Limited, Melco Leisure and Entertainment Group Limited and
Melco International Development Limited, dated as of May 15, 2017
Indenture dated June 6, 2017 relating to Melco Resorts Finance Limited’s 4.875% Senior Notes
due 2025
Termination of Amended and Restated Shareholders’ Deed Relating to Melco Resorts &
Entertainment Limited, dated May 8, 2017, entered into between Melco Leisure and Entertainment
Group Limited, Melco International Development Limited, Crown Asia Investments Pty. Ltd.,
Crown Resorts Limited and the Company
Form of Indemnification Agreement with our directors and executive officers (incorporated by
reference to Exhibit 10.1 from our registration statement on Form F-1 (File No. 333-139088), as
amended, initially filed with the SEC on December 1, 2006)
159
Exhibit
Number
4.2
4.3
4.4
4.5
4.6
4.7
4.8
4.9
4.10
4.11
Description of Document
Form of Directors’ Agreement (incorporated by reference to Exhibit 10.2 from our registration
statement on Form F-1 (File No. 333-139088), as amended, initially filed with the SEC on
December 1, 2006)
Form of Employment Agreement between our Company and an executive officer (incorporated by
reference to Exhibit 10.3 from our registration statement on Form F-1 (File No. 333-139088), as
amended, initially filed with the SEC on December 1, 2006)
English Translation of Subconcession Contract for operating casino games of chance or games of
other forms in the Macau Special Administrative Region between Wynn Macau and PBL Macau,
dated September 8, 2006 (incorporated by reference to Exhibit 10.4 from our registration statement
on Form F-1 (File No. 333-139088), as amended, initially filed with the SEC on December 1,
2006)
English Translation of Order of the Secretary for Public Works and Transportation published in
Macau Official Gazette no. 9 of March 1, 2006 (incorporated by reference to Exhibit 10.13 from
our registration statement on Form F-1 (File No. 333-139088), as amended, initially filed with the
SEC on December 1, 2006)
Management Agreement dated August 30, 2008 between Melco Crown COD (GH) Hotel Limited
and Hyatt of Macau Ltd (incorporated by reference to Exhibit 4.21 from our annual report
on Form 20-F for the fiscal year ended December 31, 2008 (File No. 001-33178), filed with the
SEC on March 31, 2009)
Hotel Trademark License Agreement by and between Hard Rock Holdings Limited and Melco
Hotel and Resorts (Macau) Limited (now known as COD Resorts Limited) dated January 22, 2007
(incorporated by reference to Exhibit 4.21 from our annual report on Form 20-F for the fiscal year
ended December 31, 2006 (File No. 001- 33178), as amended, initially filed with the SEC on
March 30, 2007)
Novation Agreement (in respect of Hotel Trademark License Agreement) dated August 30, 2008
between Hard Rock Holdings Limited, Melco Crown (COD) Developments Limited (now known
as COD Resorts Limited) and Melco Crown COD (HR) Hotel Limited (incorporated by reference
to Exhibit 4.23 from our annual report on Form 20-F for the fiscal year ended December 31, 2008
(File No. 001-33178), filed with the SEC on March 31, 2009)
Casino Trademark License Agreement by and between Hard Rock Holdings Limited and Melco
PBL Gaming Limited (now known as Melco Resorts Macau) dated January 22, 2007 (incorporated
by reference to Exhibit 4.22 from our annual report on Form 20-F for the fiscal year ended
December 31, 2006 (File No. 001-33178), as amended, initially filed with the SEC on March 30,
2007)
Memorabilia Lease (casino) between Hard Rock Cafe International (STP) Inc. and Melco PBL
Gaming Limited (now known as Melco Resorts Macau) dated January 22, 2007 (incorporated by
reference to Exhibit 4.23 from our annual report on Form 20-F for the fiscal year ended
December 31, 2006 (File No. 001-33178), as amended, initially filed with the SEC on March 30,
2007)
Memorabilia Lease (hotel) between Hard Rock Cafe International (STP) Inc. and Melco Hotel and
Resorts (Macau) Limited (now known as COD Resorts Limited) dated January 22, 2007
(incorporated by reference to Exhibit 4.24 from our annual report on Form 20-F for the fiscal year
ended December 31, 2006 (File No. 001-33178), as amended, initially filed with the SEC on
March 30, 2007)
160
Exhibit
Number
4.12
4.13
4.14
4.15
4.16
4.17
4.18
4.19
4.20
4.21
Description of Document
Novation Agreement (in respect of Hotel Memorabilia Lease) dated August 30, 2008 between
Hard Rock Café International (STP), Inc., (now known as COD Resorts Limited) and Melco
Crown COD (HR) Hotel Limited (incorporated by reference to Exhibit 4.27 from our annual report
on Form 20-F for the fiscal year ended December 31, 2008 (File No. 001-33178), filed with the
SEC on March 31, 2009)
2006 Share Incentive Plan, amended by AGM in May 2009 (incorporated by reference to
Exhibit 4.37 from our annual report on Form 20-F for the fiscal year ended December 31, 2009
(File No. 001-333178), filed with the SEC on March 31, 2010)
Trade Mark License dated November 30, 2006 between Crown Limited (now known as Crown
Resorts Limited) and the Registrant as the licensee (incorporated by reference to Exhibit 10.24
from our registration statement on Form F-1 (File No. 333-139088), as amended, initially filed
with the SEC on December 1, 2006)
English Translation of the amended Order of Secretary for Public Works and Transportation
published in Macau Official Gazette No. 25/2008 in relation to the City of Dreams Land
Concession (incorporated by reference to Exhibit 4.30 from our annual report on Form 20-F for the
fiscal year ended December 31, 2010 (File No. 001-33178) filed with the SEC on April 1, 2011)
Implementation Agreement, dated June 15, 2011, among the Company, MCE Cotai Investments
Limited, New Cotai, LLC and New Cotai Holdings, LLC (incorporated by reference to Exhibit
4.39 from our annual report on Form 20-F for the fiscal year ended December 31, 2011
(File No. 001-33178), filed with the SEC on April 19, 2012)
Amendment No. 1 the Shareholders’ Agreement relating to Studio City International Holdings
Limited, dated September 25, 2012, among MCE Cotai Investments Limited, New Cotai, LLC, the
Company and Studio City International Holdings Limited (incorporated by reference to Exhibit
4.35 from our annual report on Form 20-F for the fiscal year ended December 31, 2012
(File No. 001-33178), filed with the SEC on April 18, 2013)
Cooperation Agreement, dated October 25, 2012, among SM Investments Corporation, SM Land,
Inc., SM Hotels Corporation, SM Commercial Properties, Inc., Belle Corporation, PremiumLeisure
and Amusement, Inc., Melco Resorts Leisure, MPHIL Holdings No. 1 Corporation and MPHIL
Holdings No. 2 Corporation (incorporated by reference to Exhibit 4.36 from our annual report on
Form 20-F for the fiscal year ended December 31, 2012 (File No. 001-33178), filed with the SEC
on April 18, 2013)
Contract of Lease, dated October 25, 2012, between Belle Corporation and Melco Resorts Leisure
(incorporated by reference to Exhibit 4.37 from our annual report on Form 20-F for the fiscal year
ended December 31, 2012 (File No. 001-33178), filed with the SEC on April 18, 2013)
Closing Arrangement Agreement, dated October 25, 2012, among SM Investments Corporation,
SM Land, Inc., SM Hotels Corporation, SM Commercial Properties, Inc., SM Development
Corporation, Belle Corporation, PremiumLeisure and Amusement, Inc., Melco Resorts Leisure,
MPHIL Holdings No. 1 Corporation, MPHIL Holdings No. 2 Corporation, MCO Projects Limited
and Melco Property Development Limited (incorporated by reference to Exhibit 4.38 from our
annual report on Form 20-F for the fiscal year ended December 31, 2012
(File No. 001-33178), filed with the SEC on April 18, 2013)
Operating Agreement, dated March 13, 2013, among Belle Corporation, SM Investments
Corporation, PremiumLeisure and Amusement, Inc., MPHIL Holdings No. 2 Corporation, MPHIL
Holdings No. 1 Corporation and Melco Resorts Leisure (incorporated by reference to Exhibit 4.42
from our annual report on Form 20-F for the fiscal year ended December 31, 2012
(File No. 001-33178), filed with the SEC on April 18, 2013)
161
Exhibit
Number
4.22
4.23*
4.24*
4.25
4.26
4.27
4.28
4.29
4.30
4.31
Description of Document
Amendment No. 2 to the Shareholders’ Agreement relating to Studio City International Holdings
Limited, dated May 17, 2013, among MCE Cotai Investments Limited, New Cotai, LLC, the
Company and Studio City International Holdings Limited (incorporated by reference to Exhibit
4.44 from our annual report on Form 20-F for the fiscal year ended December 31, 2012
(File No. 001-33178), filed with the SEC on April 15, 2014)
Amendment No. 3 to the Shareholders’ Agreement relating to Studio City International Holdings
Limited dated June 3, 2014 among MCE Cotai Investments Limited, New Cotai, LLC, the
Company and Studio City International Holdings Limited
Amendment No. 4 to the Shareholders’ Agreement relating to Studio City International Holdings
Limited dated July 21, 2014, among MCE Cotai Investments Limited, New Cotai, LLC, the
Company and Studio City International Holdings Limited
2011 Share Incentive Plan, as amended, approved at the extraordinary general meeting on
December 4, 2016 (incorporated by reference to Exhibit 4.25 from our annual report on
Form 20-F for the fiscal year ended December 31, 2016 (File No. 001-33178), filed with the SEC
on April 11, 2017)
Seventh Amendment in Respect of the Senior Facilities Agreement, dated June 19, 2015, between
Melco Resorts Macau, Deutsche Bank AG, Hong Kong Branch as agent and DB Trustees (Hong
Kong) Limited as security agent (incorporated by reference to Exhibit 4.45 from our annual report
on Form 20-F for the fiscal year ended December 31, 2015 (File No. 001-33178), filed with the
SEC on April 12, 2016)
Amendments, Waivers and Consent Request Letter, dated October 26, 2015, in connection with the
Senior Term Loan and Revolving Facilities Agreement dated January 28, 2013 issued by Studio
City Investments Limited and Studio City Company Limited, to Deutsche Bank AG, Hong Kong
Branch as facility agent (incorporated by reference to Exhibit 4.46 from our annual report
on Form 20-F for the fiscal year ended December 31, 2015 (File No. 001-33178), filed with the
SEC on April 12, 2016)
Supplemental Amendments, Waivers and Consent Request Letter, dated November 16, 2015, in
connection with the Senior Term Loan and Revolving Facilities Agreement dated January 28, 2013
issued by Studio City Investments Limited and Studio City Company Limited, to Deutsche Bank
AG, Hong Kong Branch as facility agent (incorporated by reference to Exhibit 4.47 from our
annual report on Form 20-F for the fiscal year ended December 31, 2015 (File No. 001-33178),
filed with the SEC on April 12, 2016)
Amended and Restated Credit Agreement relating to Studio City Company Limited’s
HK$233 million revolving credit facility and HK$1 million term loan facility (incorporated by
reference to Exhibit 99.7 from our registration statement on Form F-3 (File No. 333-215500), filed
with the SEC on December 14, 2016)
Share Repurchase Agreement dated May 4, 2016 between the Registrant and Crown Asia
Investments Pty Ltd. (incorporated by reference to Exhibit 99.8 from our registration statement on
Form F-3 (File No. 333-215500), filed with the SEC on December 14, 2016)
Purchase Agreement among Studio City Company Limited, as issuer, Studio City Investments
Limited as parent guarantor, and subsidiary guarantors as specified therein regarding the 5.875%
Senior Secured Notes due 2019 and the 7.250% Senior Secured Notes due 2021 (incorporated by
reference to Exhibit 99.10 from our registration statement on Form F-3 (File No. 333-215500),
filed with the SEC on December 14, 2016)
162
Exhibit
Number
4.32
4.33
4.34
4.35*
4.36*
Description of Document
Underwriting Agreement, dated December 15, 2016, among the Company, Crown Asia
Investments Pty Ltd, Deutsche Bank Securities Inc., UBS Securities LLC and Morgan Stanley &
Co. LLC as underwriters and the dealers named therein (incorporated by reference to Exhibit 1.1
of our current report on Form 6-K (File No. 001-33178) furnished with the SEC on
December 19, 2016)
Underwriting Agreement, dated May 8, 2017, among the Company, Crown Asia Investments Pty
Ltd, Deutsche Bank Securities Inc., UBS Securities LLC and Morgan Stanley & Co. LLC as
underwriters (incorporated by reference to Exhibit 1.1 of our current report on Form 6-K
(File No. 001-33178) furnished with the SEC on May 9, 2017)
Share Repurchase Agreement, dated May 8, 2017, among Melco Resorts & Entertainment Limited,
Crown Asia Investments Pty. Ltd. and Crown Resorts Limited (incorporated by reference to
Exhibit 99.1 of our current report on Form 6-K (File No. 001-33178) furnished with the SEC on
May 9, 2017)
Purchase Agreement, dated May 25, 2017, among Melco Resorts Finance Limited, Australia and
New Zealand Banking Group Limited, Merrill Lynch International, BOCI Asia Limited, Industrial
and Commercial Bank of China (Asia) Limited and Industrial and Commercial Bank of China
(Macau) Limited regarding the 4.875% Senior Notes due 2025
Purchase Agreement, dated June 27, 2017, among Melco Resorts Finance Limited, Australia and
New Zealand Banking Group Limited, Deutsche Bank AG Singapore Branch, BOCI Asia Limited,
Industrial and Commercial Bank of China (Asia) Limited and Industrial and Commercial Bank of
China (Macau) Limited regarding the 4.875% Senior Notes due 2025
8.1*
List of Significant Subsidiaries
12.1*
12.2*
13.1*
13.2*
15.1*
15.2*
15.3*
15.4*
CEO Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
CFO Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
CEO Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
CFO Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
Consent of Walkers
Consent of Ernst & Young
Consent of Deloitte Touche Tohmatsu
Letter from Deloitte Touche Tohmatsu to the U.S. Securities and Exchange Commission
101.INS*
XBRL Instance Document
101.SCH*
XBRL Taxonomy Extension Schema Document
101.CAL*
XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*
XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*
XBRL Taxonomy Extension Label Linkbase Document
101.PRE*
XBRL Taxonomy Extension Presentation Linkbase Document
* Filed with this annual report on Form 20-F
163
SIGNATURES
The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it
has duly caused and authorized the undersigned to sign this annual report on its behalf.
MELCO RESORTS & ENTERTAINMENT LIMITED
Date: April 12, 2018
By:
/s/ Lawrence Yau Lung Ho
Name: Lawrence Yau Lung Ho
Title: Chairman and Chief Executive Officer
164
MELCO RESORTS & ENTERTAINMENT LIMITED
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2017, 2016 AND 2015
Report of Independent Registered Public Accounting Firm
Report of Independent Registered Public Accounting Firm
Report of Independent Registered Public Accounting Firm
Consolidated Balance Sheets as of December 31, 2017 and 2016
Consolidated Statements of Operations for the years ended December 31, 2017, 2016 and 2015
Page
F-2
F-3
F-4
F-5
F-7
Consolidated Statements of Comprehensive Income for the years ended December 31, 2017, 2016 and 2015
F-9
Consolidated Statements of Shareholders’ Equity for the years ended December 31, 2017, 2016 and 2015
F-10
Consolidated Statements of Cash Flows for the years ended December 31, 2017, 2016 and 2015
Notes to Consolidated Financial Statements for the years ended December 31, 2017, 2016 and 2015
F-11
F-13
F-1
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Shareholders and the Board of Directors of Melco Resorts & Entertainment Limited
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Melco Resorts & Entertainment Limited (the
Company) as of December 31, 2017, and the related consolidated statements of operations, comprehensive
income, shareholders’ equity, and cash flows for the year ended December 31, 2017 and the related notes
(collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial
statements present fairly, in all material respects, the financial position of the Company at December 31, 2017,
and the results of its operations and its cash flows for the year ended December 31, 2017, in conformity with U.S.
generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board
(United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2017,
based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission (2013 framework), and our report dated April 12, 2018 expressed an
unqualified opinion thereon.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express
an opinion on the Company’s financial statements based on our audits. We are a public accounting firm
registered with the PCAOB and are required to be independent with respect to the Company in accordance with
the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange
Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial statements are free of material
misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of
material misstatement of the financial statements, whether due to error or fraud, and performing procedures that
respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and
disclosures in the financial statements. Our audits also included evaluating the accounting principles used and
significant estimates made by management, as well as evaluating the overall presentation of the financial
statements. We believe that our audits provide a reasonable basis for our opinion.
/s/ Ernst & Young
We have served as the Company’s auditor since 2017.
Hong Kong
April 12, 2018
F-2
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Shareholders and the Board of Directors of Melco Resorts & Entertainment Limited:
We have audited the accompanying consolidated balance sheet of Melco Resorts & Entertainment Limited and
subsidiaries (the “Company”) as of December 31, 2016, and the related consolidated statements of operations,
comprehensive income, shareholders’ equity, and cash flows for each of the two years in the period ended
December 31, 2016. These consolidated financial statements are the responsibility of the Company’s
management. Our responsibility is to express an opinion on these consolidated financial statements based on our
audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board
(United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about
whether the consolidated financial statements are free of material misstatement. An audit includes examining, on
a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by management, as well as evaluating
the overall financial statement presentation. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, such consolidated financial statements present fairly, in all material respects, the consolidated
financial position of the Company as of December 31, 2016, and the consolidated results of their operations and
their cash flows for each of the two years in the period ended December 31, 2016, in conformity with accounting
principles generally accepted in the United States of America.
/s/ Deloitte Touche Tohmatsu
Certified Public Accountants
Hong Kong
April 11, 2017
F-3
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Shareholders and the Board of Directors of Melco Resorts & Entertainment Limited
Opinion on Internal Control over Financial Reporting
We have audited Melco Resorts & Entertainment Limited’s internal control over financial reporting as of
December 31, 2017, based on criteria established in Internal Control — Integrated Framework issued by the
Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In
our opinion, Melco Resorts & Entertainment Limited (the Company) maintained, in all material respects, effective
internal control over financial reporting as of December 31, 2017, based on the COSO criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board
(United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2017, the related
consolidated statements of operations, comprehensive income, shareholders’ equity and cash flows for the year
ended December 31, 2017, and the related notes and our report dated April 12, 2018 expressed an unqualified
opinion thereon.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and
for its assessment of the effectiveness of internal control over financial reporting included in the accompanying
Management’s Annual Report on Internal Control Over Financial Reporting. Our responsibility is to express an
opinion on the Company’s internal control over financial reporting based on our audit. We are a public
accounting firm registered with the PCAOB and are required to be independent with respect to the Company in
accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and
Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether effective internal control over financial
reporting was maintained in all material respects.
Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that
a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based
on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We
believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of financial statements for external purposes in
accordance with generally accepted accounting principles. A company’s internal control over financial reporting
includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail,
accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable
assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance
with generally accepted accounting principles, and that receipts and expenditures of the company are being made
only in accordance with authorizations of management and directors of the company; and (3) provide reasonable
assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the
company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect
misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that
controls may become inadequate because of changes in conditions, or that the degree of compliance with the
policies or procedures may deteriorate.
/s/ Ernst & Young
Hong Kong
April 12, 2018
F-4
MELCO RESORTS & ENTERTAINMENT LIMITED
CONSOLIDATED BALANCE SHEETS
(In thousands of U.S. dollars, except share and per share data)
ASSETS
CURRENT ASSETS
Cash and cash equivalents
Investment securities
Bank deposits with original maturities over three months
Restricted cash
Accounts receivable, net
Amounts due from affiliated companies
Inventories
Prepaid expenses and other current assets
Total current assets
PROPERTY AND EQUIPMENT, NET
GAMING SUBCONCESSION, NET
INTANGIBLE ASSETS
GOODWILL
LONG-TERM PREPAYMENTS, DEPOSITS AND OTHER ASSETS
RESTRICTED CASH
DEFERRED TAX ASSETS
LAND USE RIGHTS, NET
TOTAL ASSETS
LIABILITIES AND SHAREHOLDERS’ EQUITY
CURRENT LIABILITIES
Accounts payable
Accrued expenses and other current liabilities
Income tax payable
Capital lease obligations, due within one year
Current portion of long-term debt, net
Amounts due to affiliated companies
Total current liabilities
LONG-TERM DEBT, NET
OTHER LONG-TERM LIABILITIES
DEFERRED TAX LIABILITIES
CAPITAL LEASE OBLIGATIONS, DUE AFTER ONE YEAR
AMOUNT DUE TO AN AFFILIATED COMPANY
COMMITMENTS AND CONTINGENCIES (Note 21)
F-5
December 31,
2017
2016
$
$
1,408,211
89,874
9,884
45,412
176,544
2,377
34,988
77,503
1,844,793
5,730,760
256,083
4,220
81,915
189,645
130
11
1,702,310
—
210,840
39,152
225,438
1,103
32,600
68,111
2,279,554
5,655,823
313,320
4,220
81,915
194,911
130
152
787,499
810,316
$
8,895,056
$
9,340,341
$
$
16,041
1,563,585
3,179
33,387
51,032
16,790
1,684,014
17,434
1,369,943
7,422
30,730
50,583
3,028
1,479,140
3,506,530
3,669,692
48,087
53,994
265,896
919
49,287
56,451
262,357
—
MELCO RESORTS & ENTERTAINMENT LIMITED
CONSOLIDATED BALANCE SHEETS - continued
(In thousands of U.S. dollars, except share and per share data)
SHAREHOLDERS’ EQUITY
Ordinary shares, par value $0.01; 7,300,000,000 shares authorized;
1,478,429,243 and 1,475,924,523 shares issued; 1,469,414,231 and
1,465,100,753 shares outstanding, respectively
Treasury shares, at cost; 9,015,012 and 10,823,770 shares, respectively
Additional paid-in capital
Accumulated other comprehensive losses
(Accumulated losses) retained earnings
Total Melco Resorts & Entertainment Limited shareholders’ equity
Noncontrolling interests
Total equity
December 31,
2017
2016
$
$
14,784
(90)
3,671,805
(26,610)
(772,338)
2,887,551
448,065
3,335,616
14,759
(108)
2,783,062
(24,768)
570,925
3,343,870
479,544
3,823,414
TOTAL LIABILITIES AND EQUITY
$
8,895,056
$
9,340,341
The accompanying notes are an integral part of the consolidated financial statements.
F-6
MELCO RESORTS & ENTERTAINMENT LIMITED
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands of U.S. dollars, except share and per share data)
Year Ended December 31,
2016
2017
2015
OPERATING REVENUES
Casino
Rooms
Food and beverage
Entertainment, retail and other
Gross revenues
Less: promotional allowances
Net revenues
OPERATING COSTS AND EXPENSES
Casino
Rooms
Food and beverage
Entertainment, retail and other
General and administrative
Payments to the Philippine Parties
Pre-opening costs
Development costs
Amortization of gaming subconcession
Amortization of land use rights
Depreciation and amortization
Property charges and other
Total operating costs and expenses
OPERATING INCOME
NON-OPERATING INCOME (EXPENSES)
Interest income
Interest expenses, net of capitalized interest
Amortization of deferred financing costs
Loan commitment and other finance fees
Foreign exchange gains (losses), net
Other income, net
Loss on extinguishment of debt
Costs associated with debt modification
Total non-operating expenses, net
INCOME (LOSS) BEFORE INCOME TAX
INCOME TAX CREDIT (EXPENSE)
NET INCOME (LOSS)
NET LOSS ATTRIBUTABLE TO NONCONTROLLING
INTERESTS
NET INCOME ATTRIBUTABLE TO MELCO
RESORTS & ENTERTAINMENT LIMITED
F-7
$
$
4,937,597
271,500
184,979
203,763
5,597,839
(313,016)
5,284,823
$
4,176,667
265,289
177,515
197,011
4,816,482
(297,086)
4,519,396
(3,374,013)
(32,641)
(57,927)
(88,268)
(467,121)
(51,661)
(2,274)
(31,115)
(57,237)
(22,817)
(460,521)
(31,616)
(4,677,211)
607,612
3,579
(229,582)
(26,182)
(6,079)
12,783
5,282
(49,337)
(2,793)
(292,329)
315,283
10
315,293
(2,904,922)
(33,218)
(65,781)
(109,817)
(446,591)
(34,403)
(3,883)
(95)
(57,237)
(22,816)
(472,219)
(5,298)
(4,156,280)
363,116
5,951
(223,567)
(48,345)
(7,451)
7,356
3,572
(17,435)
(8,101)
(288,020)
75,096
(8,178)
66,918
3,767,291
199,727
126,848
117,543
4,211,409
(236,609)
3,974,800
(2,654,760)
(23,419)
(43,295)
(77,506)
(383,874)
(16,547)
(168,172)
(110)
(57,237)
(54,056)
(359,341)
(38,068)
(3,876,385)
98,415
13,900
(118,330)
(38,511)
(7,328)
(2,156)
2,317
(481)
(7,603)
(158,192)
(59,777)
(1,031)
(60,808)
31,709
108,988
166,555
$
347,002
$
175,906
$
105,747
MELCO RESORTS & ENTERTAINMENT LIMITED
CONSOLIDATED STATEMENTS OF OPERATIONS - continued
(In thousands of U.S. dollars, except share and per share data)
Year Ended December 31,
2016
2017
2015
$
$
0.236
0.235
$
$
0.116
0.115
$
$
0.065
0.065
NET INCOME ATTRIBUTABLE TO MELCO
RESORTS & ENTERTAINMENT LIMITED PER
SHARE:
Basic
Diluted
WEIGHTED AVERAGE SHARES OUTSTANDING
USED IN NET INCOME ATTRIBUTABLE TO
MELCO RESORTS & ENTERTAINMENT LIMITED
PER SHARE CALCULATION:
Basic
Diluted
1,467,653,209
1,516,714,277
1,617,263,041
1,479,342,209
1,525,284,272
1,627,108,770
The accompanying notes are an integral part of the consolidated financial statements.
F-8
MELCO RESORTS & ENTERTAINMENT LIMITED
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(In thousands of U.S. dollars)
Year Ended December 31,
2016
2017
2015
Net income (loss)
Other comprehensive (loss) income:
Foreign currency translation adjustments, before and after tax
Changes in fair values of interest rate swap agreements, before
and after tax
Unrealized loss on investment securities, before and after tax
Other comprehensive loss
Total comprehensive income (loss)
Comprehensive loss attributable to noncontrolling interests
Comprehensive income attributable to Melco Resorts &
$
315,293
$
66,918
$
(60,808)
(746)
(5,803)
(9,376)
—
(1,150)
(1,896)
313,397
31,763
61
—
(5,742)
61,176
111,896
(42)
—
(9,418)
(70,226)
171,188
Entertainment Limited
$
345,160
$
173,072
$
100,962
The accompanying notes are an integral part of the consolidated financial statements.
F-9
y
t
i
u
q
E
’
s
r
e
d
l
o
h
e
r
a
h
S
d
e
t
i
m
L
i
t
n
e
m
n
i
a
t
r
e
t
n
E
&
s
t
r
o
s
e
R
o
c
l
e
M
D
E
T
I
M
I
L
T
N
E
M
N
I
A
T
R
E
T
N
E
&
S
T
R
O
S
E
R
O
C
L
E
M
Y
T
I
U
Q
E
’
S
R
E
D
L
O
H
E
R
A
H
S
F
O
S
T
N
E
M
E
T
A
T
S
D
E
T
A
D
I
L
O
S
N
O
C
)
a
t
a
d
e
r
a
h
s
r
e
p
d
n
a
e
r
a
h
s
t
p
e
c
x
e
,
s
r
a
l
l
o
d
.
.
S
U
f
o
s
d
n
a
s
u
o
h
t
n
I
(
l
a
t
o
T
y
t
i
u
q
E
s
t
s
e
r
e
t
n
I
)
s
e
s
s
o
l
s
e
s
s
o
L
g
n
i
l
l
o
r
t
n
o
c
n
o
N
d
e
t
a
l
u
m
u
c
c
A
(
e
v
i
s
n
e
h
e
r
p
m
o
C
d
e
n
i
a
t
e
R
s
g
n
i
n
r
a
E
d
e
t
a
l
u
m
u
c
c
A
r
e
h
t
O
l
a
n
o
i
t
i
d
d
A
n
i
-
d
i
a
P
l
a
t
i
p
a
C
t
n
u
o
m
A
s
e
r
a
h
S
t
n
u
o
m
A
s
e
r
a
h
S
s
e
r
a
h
S
y
r
u
s
a
e
r
T
s
e
r
a
h
S
y
r
a
n
i
d
r
O
)
6
7
3
,
9
(
)
8
0
8
,
0
6
(
)
2
4
(
0
5
8
,
0
2
0
7
6
,
1
4
0
,
5
$
)
4
2
(
0
1
2
,
2
)
9
0
6
,
4
(
9
2
5
,
5
5
7
)
5
5
5
,
6
6
1
(
—
—
—
—
5
1
4
,
2
—
—
)
0
5
8
,
2
6
(
)
3
0
8
,
5
(
8
1
9
,
6
6
1
6
9
7
4
,
8
1
9
5
8
,
1
3
9
,
4
—
4
5
2
,
3
—
—
)
1
7
1
,
3
0
8
(
)
4
1
6
,
2
(
)
9
6
5
,
5
8
3
(
—
—
—
—
—
)
3
3
4
,
3
(
8
0
1
,
9
—
)
2
3
9
,
2
(
6
2
2
,
2
9
5
)
8
8
9
,
8
0
1
(
4
2
9
7
5
—
—
—
—
)
5
5
(
)
0
1
3
,
1
(
—
)
6
4
7
(
)
0
5
1
,
1
(
5
0
3
,
7
1
6
8
1
,
3
6
1
,
1
)
6
8
1
,
3
6
1
,
1
(
—
—
2
7
1
6
5
6
,
2
)
8
2
3
,
1
2
8
(
)
4
5
(
1
4
1
—
—
—
—
—
—
3
4
1
—
3
9
2
,
5
1
3
4
1
4
,
3
2
8
,
3
)
9
0
7
,
1
3
(
4
4
5
,
9
7
4
$
7
4
7
,
5
0
1
7
7
1
,
7
2
2
,
1
—
—
—
—
—
—
—
—
—
—
)
0
5
8
,
2
6
(
6
0
9
,
5
7
1
4
7
0
,
0
7
2
,
1
—
—
—
—
—
—
—
—
)
5
2
1
,
8
9
5
(
)
0
3
9
,
6
7
2
(
5
2
9
,
0
7
5
2
0
0
,
7
4
3
—
—
—
—
)
0
0
0
,
7
5
9
(
—
—
—
—
)
5
6
2
,
3
3
7
(
$
)
9
4
1
,
7
1
(
$
3
4
9
,
2
9
0
,
3
$
)
7
6
1
,
3
3
(
$
)
6
8
3
,
4
8
6
,
7
1
(
7
3
3
,
6
1
$
0
2
9
,
1
0
7
,
3
3
6
,
1
)
8
1
(
—
—
)
7
6
7
,
4
(
—
—
—
—
—
—
—
—
7
3
—
—
)
1
7
8
,
2
(
)
4
3
9
,
1
2
(
—
—
—
—
—
—
—
—
)
2
9
6
(
)
0
5
1
,
1
(
)
8
6
7
,
4
2
(
—
—
—
—
—
—
—
—
—
—
—
0
4
6
,
8
1
)
2
3
7
,
3
(
)
7
1
1
,
9
2
(
)
1
(
—
1
0
4
,
2
3
3
4
,
3
)
8
0
1
,
9
(
—
—
—
—
—
—
—
—
—
2
3
7
,
3
4
5
1
,
9
2
3
0
2
,
6
6
4
6
1
8
,
7
1
7
,
3
)
9
(
1
4
1
—
—
—
—
—
—
)
9
1
4
,
0
4
9
(
9
0
8
,
6
3
1
7
4
7
,
8
6
3
,
1
—
—
—
—
)
7
3
(
—
9
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
9
1
4
,
0
4
9
)
6
1
8
,
7
1
7
,
3
(
9
5
4
,
5
7
0
,
3
)
5
7
2
(
)
0
3
2
,
5
3
9
,
2
1
(
9
0
3
,
6
1
3
2
5
,
4
2
9
,
0
3
6
,
1
—
—
—
0
0
9
,
7
1
)
3
(
5
5
6
3
2
,
3
)
6
4
1
(
)
6
9
4
,
3
0
2
(
)
4
0
3
,
1
(
)
9
3
6
,
8
0
1
(
—
—
—
—
6
4
1
—
3
8
1
—
—
—
—
—
—
—
—
—
—
—
3
1
2
,
8
1
8
1
3
,
3
0
3
9
2
9
,
9
8
7
,
1
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
)
0
5
5
,
1
(
)
0
0
0
,
0
0
0
,
5
5
1
(
—
—
—
4
6
1
,
7
1
)
3
3
5
,
4
0
2
(
3
3
5
,
1
6
1
,
1
)
9
(
—
9
2
2
2
6
,
2
)
3
6
0
,
8
8
(
—
—
—
—
—
—
)
5
2
(
9
4
3
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
3
5
6
,
1
)
3
5
6
,
1
(
3
4
5
,
3
0
3
,
5
6
1
)
4
4
5
,
3
0
3
,
5
6
1
(
—
—
)
1
2
7
,
4
0
5
,
2
(
0
2
3
,
0
5
9
9
5
1
,
3
6
3
,
3
5
2
—
—
—
—
—
—
—
—
1
2
7
,
4
0
5
,
2
2
6
0
,
3
8
7
,
2
)
8
0
1
(
)
0
7
7
,
3
2
8
,
0
1
(
9
5
7
,
4
1
3
2
5
,
4
2
9
,
5
7
4
,
1
s
e
r
a
h
s
d
e
t
c
i
r
t
s
e
r
r
o
f
t
n
e
m
e
g
n
a
r
r
a
t
s
u
r
t
r
e
d
n
u
d
e
s
a
h
c
r
u
p
s
e
r
a
h
s
f
o
r
e
f
s
n
a
r
T
e
r
a
h
s
f
o
e
s
i
c
r
e
x
e
d
n
a
s
e
r
a
h
s
d
e
t
c
i
r
t
s
e
r
f
o
g
n
i
t
s
e
v
e
r
u
t
u
f
r
o
f
d
e
u
s
s
i
s
e
r
a
h
S
s
e
r
a
h
s
f
o
t
n
e
m
e
r
i
t
e
R
d
e
t
s
e
v
s
t
n
e
m
e
e
r
g
a
p
a
w
s
e
t
a
r
t
s
e
r
e
t
n
i
f
o
e
u
l
a
v
r
i
a
f
n
i
e
g
n
a
h
C
n
o
i
t
a
s
n
e
p
m
o
c
d
e
s
a
b
-
e
r
a
h
S
t
n
e
m
t
s
u
j
d
a
n
o
i
t
a
l
s
n
a
r
t
y
c
n
e
r
r
u
c
n
g
i
e
r
o
F
5
1
0
2
,
1
Y
R
A
U
N
A
J
T
A
E
C
N
A
L
A
B
r
a
e
y
e
h
t
r
o
f
)
s
s
o
l
(
e
m
o
c
n
i
t
e
N
s
e
i
r
a
i
d
i
s
b
u
s
n
e
e
w
t
e
b
t
n
e
m
p
i
u
q
e
d
n
a
y
t
r
e
p
o
r
p
s
e
i
r
a
i
d
i
s
b
u
s
e
n
i
p
p
i
l
i
h
P
e
h
t
f
o
s
g
n
i
d
l
o
h
e
r
a
h
s
f
o
n
i
r
e
f
s
n
a
r
T
s
e
g
n
a
h
C
)
e
r
a
h
s
r
e
p
9
8
3
0
.
0
$
(
d
e
r
a
l
c
e
d
s
d
n
e
d
i
v
i
D
d
e
t
s
e
v
s
e
r
a
h
s
d
e
t
c
i
r
t
s
e
r
r
o
f
s
e
r
a
h
s
f
o
e
c
n
a
u
s
s
I
s
n
o
i
t
p
o
e
r
a
h
s
f
o
e
s
i
c
r
e
x
E
s
n
o
i
t
p
o
s
t
n
e
m
e
e
r
g
a
p
a
w
s
e
t
a
r
t
s
e
r
e
t
n
i
f
o
e
u
l
a
v
r
i
a
f
n
i
e
g
n
a
h
C
t
n
e
m
t
s
u
j
d
a
n
o
i
t
a
l
s
n
a
r
t
y
c
n
e
r
r
u
c
n
g
i
e
r
o
F
n
o
i
t
a
s
n
e
p
m
o
c
d
e
s
a
b
-
e
r
a
h
S
5
1
0
2
,
1
3
R
E
B
M
E
C
E
D
T
A
E
C
N
A
L
A
B
r
a
e
y
e
h
t
r
o
f
e
m
o
c
n
i
t
e
N
F-10
s
e
r
a
h
s
d
e
t
c
i
r
t
s
e
r
r
o
f
t
n
e
m
e
g
n
a
r
r
a
t
s
u
r
t
r
e
d
n
u
d
e
s
a
h
c
r
u
p
s
e
r
a
h
s
f
o
r
e
f
s
n
a
r
T
s
e
i
r
a
i
d
i
s
b
u
s
n
e
e
w
t
e
b
t
n
e
m
p
i
u
q
e
d
n
a
y
t
r
e
p
o
r
p
s
e
i
r
a
i
d
i
s
b
u
s
e
n
i
p
p
i
l
i
h
P
e
h
t
f
o
s
g
n
i
d
l
o
h
e
r
a
h
s
f
o
n
i
r
e
f
s
n
a
r
T
s
e
g
n
a
h
C
)
e
r
a
h
s
r
e
p
8
0
4
2
.
0
$
(
d
e
r
a
l
c
e
d
s
d
n
e
d
i
v
i
D
d
e
t
s
e
v
s
e
r
a
h
s
d
e
t
c
i
r
t
s
e
r
r
o
f
s
e
r
a
h
s
f
o
e
c
n
a
u
s
s
I
s
e
r
a
h
s
d
e
s
a
h
c
r
u
p
e
r
f
o
t
n
e
m
e
r
i
t
e
R
s
n
o
i
t
p
o
e
r
a
h
s
f
o
e
s
i
c
r
e
x
E
d
e
t
s
e
v
e
r
a
h
s
f
o
e
s
i
c
r
e
x
e
d
n
a
s
e
r
a
h
s
d
e
t
c
i
r
t
s
e
r
f
o
g
n
i
t
s
e
v
e
r
u
t
u
f
r
o
f
d
e
u
s
s
i
s
e
r
a
h
S
s
e
i
r
a
i
d
i
s
b
u
s
e
n
i
p
p
i
l
i
h
P
e
h
t
f
o
s
g
n
i
d
l
o
h
e
r
a
h
s
n
i
s
e
g
n
a
h
C
)
e
r
a
h
s
r
e
p
4
0
6
5
.
0
$
(
d
e
r
a
l
c
e
d
s
d
n
e
d
i
v
i
D
d
e
t
s
e
v
s
e
r
a
h
s
d
e
t
c
i
r
t
s
e
r
r
o
f
s
e
r
a
h
s
f
o
e
c
n
a
u
s
s
I
s
n
o
i
t
p
o
e
r
a
h
s
f
o
e
s
i
c
r
e
x
E
s
n
o
i
t
p
o
6
1
0
2
,
1
3
R
E
B
M
E
C
E
D
T
A
E
C
N
A
L
A
B
r
a
e
y
e
h
t
r
o
f
e
m
o
c
n
i
t
e
N
t
n
e
m
t
s
u
j
d
a
n
o
i
t
a
l
s
n
a
r
t
y
c
n
e
r
r
u
c
n
g
i
e
r
o
F
s
e
i
t
i
r
u
c
e
s
t
n
e
m
t
s
e
v
n
i
n
o
s
s
o
l
d
e
z
i
l
a
e
r
n
U
s
e
r
a
h
s
d
e
s
a
h
c
r
u
p
e
r
f
o
t
n
e
m
e
r
i
t
e
R
n
o
i
t
a
s
n
e
p
m
o
c
d
e
s
a
b
-
e
r
a
h
S
d
e
u
s
s
i
s
e
r
a
h
S
6
1
6
,
5
3
3
,
3
$
5
6
0
,
8
4
4
$
)
8
3
3
,
2
7
7
(
$
)
0
1
6
,
6
2
(
$
5
0
8
,
1
7
6
,
3
$
)
0
9
(
$
)
2
1
0
,
5
1
0
,
9
(
4
8
7
,
4
1
$
3
4
2
,
9
2
4
,
8
7
4
,
1
7
1
0
2
,
1
3
R
E
B
M
E
C
E
D
T
A
E
C
N
A
L
A
B
.
s
t
n
e
m
e
t
a
t
s
l
a
i
c
n
a
n
i
f
d
e
t
a
d
i
l
o
s
n
o
c
e
h
t
f
o
t
r
a
p
l
a
r
g
e
t
n
i
n
a
e
r
a
s
e
t
o
n
g
n
i
y
n
a
p
m
o
c
c
a
e
h
T
MELCO RESORTS & ENTERTAINMENT LIMITED
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands of U.S. dollars)
Year Ended December 31,
2016
2015
2017
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss)
Adjustments to reconcile net income (loss) to net cash provided
$
315,293
$
66,918
$
(60,808)
by operating activities:
Depreciation and amortization
Amortization of deferred financing costs
Amortization of premium on senior notes payable
Interest accretion on capital lease obligations
Interest income on restricted cash
Net loss (gain) on disposal of property and equipment
Impairment loss recognized on property and equipment
(Credit) provision for doubtful debts
Provision for input value-added tax
Loss on extinguishment of debt
Costs associated with debt modification
Share-based compensation
Changes in operating assets and liabilities:
Accounts receivable
Inventories and prepaid expenses and other
Long-term prepayments, deposits and other assets
Accounts payable and accrued expenses and other
Other long-term liabilities
540,575
26,182
(160)
6,878
—
5,409
23,197
(2,028)
2,813
49,337
2,793
17,305
54,903
(2,076)
(49,370)
181,661
(10,212)
552,272
48,345
—
9,449
(139)
(8,509)
3,245
67,838
5,459
17,435
8,101
18,487
(18,339)
(5,878)
(22,087)
448,339
(32,808)
470,634
38,511
—
16,137
(4,776)
474
—
39,341
30,254
481
7,603
20,827
(56,172)
(12,099)
(23,927)
9,228
46,318
Net cash provided by operating activities
1,162,500
1,158,128
522,026
CASH FLOWS FROM INVESTING ACTIVITIES
Payments for capitalized construction costs
Payments for acquisition of property and equipment
Payments for investment securities
Placement of bank deposits with original maturities over three
months
Deposits for acquisition of property and equipment
Advance payments for construction costs
Changes in restricted cash
Insurance proceeds received for damaged property and equipment
Proceeds from sale of property and equipment
Withdrawals of bank deposits with original maturities over three
months
Payments for land use rights
Payments for entertainment production costs and security deposit
Escrow funds refundable to the Philippine Parties
(329,275)
(157,075)
(91,024)
(368,616)
(131,592)
(1,043,334)
(248,038)
—
—
(62,591)
(16,405)
(12,234)
(6,209)
108
932
263,547
—
—
—
(260,197)
(4,212)
(31,586)
277,629
—
28,906
774,093
(3,788)
(33)
—
(1,034,173)
(28,840)
(19,739)
1,495,644
—
295
420,053
(31,678)
(4,489)
24,643
Net cash (used in) provided by investing activities
$ (410,226) $
280,604
$ (469,656)
F-11
MELCO RESORTS & ENTERTAINMENT LIMITED
CONSOLIDATED STATEMENTS OF CASH FLOWS - continued
(In thousands of U.S. dollars)
Year Ended December 31,
2016
2015
2017
CASH FLOWS FROM FINANCING ACTIVITIES
Principal payments on long-term debt
Dividends paid
Payments of deferred financing costs
Principal payments on capital lease obligations
Proceeds from exercise of share options
Proceeds from long-term debt
Repurchase of shares for retirement
Purchase of shares of a subsidiary
$ (896,276) $ (124,286) $
(821,328)
(34,552)
(120)
3,610
702,625
—
—
(385,569)
(27,284)
(47)
3,254
—
(803,171)
(2,614)
Net cash used in financing activities
(1,046,041)
(1,339,717)
(70,205)
(62,850)
(49,877)
(146)
5,092
148,298
—
—
(29,688)
EFFECT OF FOREIGN EXCHANGE ON CASH AND CASH
EQUIVALENTS
NET (DECREASE) INCREASE IN CASH AND CASH
EQUIVALENTS
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR
(332)
(7,731)
(9,311)
(294,099)
1,702,310
91,284
1,611,026
13,371
1,597,655
CASH AND CASH EQUIVALENTS AT END OF YEAR
$ 1,408,211
$ 1,702,310
$ 1,611,026
SUPPLEMENTAL DISCLOSURES OF CASH FLOWS
Cash paid for interest, net of amounts capitalized
Cash paid for income taxes, net of refunds
NON-CASH INVESTING AND FINANCING ACTIVITIES
Change in accrued expenses and other current liabilities and other
$ (239,780) $ (209,697) $ (106,984)
(7,010)
(6,537)
(3,414)
long-term liabilities related to construction costs
62,714
27,794
89,068
Change in accrued expenses and other current liabilities and other
long-term liabilities related to property and equipment
34,147
48,801
65,678
Change in amounts due to affiliated companies related to construction
costs
Deferred financing costs included in accrued expenses and other
current liabilities
Consideration of sale of property and equipment offset by escrow
funds refundable to the Philippine Parties
10,847
—
—
26
—
3,180
8,254
24,644
—
The accompanying notes are an integral part of the consolidated financial statements.
F-12
MELCO RESORTS & ENTERTAINMENT LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands of U.S. dollars, except share and per share data)
1. COMPANY INFORMATION
Melco Resorts & Entertainment Limited (the “Company”) was incorporated in the Cayman Islands, with its
American depositary shares (“ADS”) listed on the NASDAQ Global Select Market in the United States of
America. Effective March 29, 2017, the Company changed its name from Melco Crown Entertainment
Limited to Melco Resorts & Entertainment Limited. In conjunction with the name change, the Company
also changed its NASDAQ ticker symbol from “MPEL” to “MLCO” on April 6, 2017.
The Company together with its subsidiaries (collectively referred to as the “Group”) is a developer, owner and
operator of casino gaming and entertainment casino resort facilities in Asia. The Group currently operates
Altira Macau, a casino hotel located at Taipa, the Macau Special Administrative Region of the People’s
Republic of China (“Macau”), City of Dreams, an integrated urban casino resort located at Cotai, Macau and
Taipa Square Casino, a casino located at Taipa, Macau. The Group’s business also includes the Mocha Clubs,
which comprise the non-casino based operations of electronic gaming machines in Macau. The Group also
majority owns and operates Studio City, a cinematically-themed integrated entertainment, retail and gaming
resort in Cotai, Macau, which commenced operations on October 27, 2015. In the Philippines, Melco Resorts
and Entertainment (Philippines) Corporation (formerly known as Melco Crown (Philippines) Resorts
Corporation) (“MRP”), a majority-owned subsidiary of the Company whose common shares are listed on The
Philippine Stock Exchange, Inc. (the “PSE”) under the stock code of “MRP”, through MRP’s subsidiary,
Melco Resorts Leisure (PHP) Corporation (formerly known as MCE Leisure (Philippines) Corporation)
(“Melco Resorts Leisure”), currently operates and manages City of Dreams Manila, a casino, hotel, retail and
entertainment integrated resort in the Entertainment City complex in Manila.
As of December 31, 2017 and 2016, Melco International Development Limited (“Melco International”), a
company listed in the Hong Kong Special Administrative Region of the People’s Republic of China (“Hong
Kong”), is the single largest shareholder of the Company due to the completion of the share repurchase by
the Company from a subsidiary of Crown Resorts Limited (“Crown”), an Australian-listed corporation and
the then major shareholder of the Company, followed by the cancellation of such shares with certain
changes in the composition of the Board of Directors in May 2016.
2.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(a) Basis of Presentation and Principles of Consolidation
The consolidated financial statements have been prepared in conformity with U.S. generally accepted
accounting principles (“U.S. GAAP”).
The consolidated financial statements include the accounts of the Company and its subsidiaries. All
intercompany accounts and transactions have been eliminated on consolidation.
(b) Use of Estimates
The preparation of consolidated financial statements in conformity with U.S. GAAP requires
management to make estimates and assumptions that affect certain reported amounts of assets and
liabilities, revenues and expenses and related disclosures of contingent assets and liabilities. These
estimates and judgments are based on historical information, information that is currently available to
the Group and on various other assumptions that the Group believes to be reasonable under the
circumstances. Accordingly, actual results could differ from those estimates.
(c) Fair Value of Financial Instruments
Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability
(i.e. the “exit price”) in an orderly transaction between market participants at the measurement date.
F-13
MELCO RESORTS & ENTERTAINMENT LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued
(In thousands of U.S. dollars, except share and per share data)
2.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - continued
(c) Fair Value of Financial Instruments - continued
The Group estimated the fair values using appropriate valuation methodologies and market information
available as of the balance sheet date.
(d) Cash and Cash Equivalents
Cash and cash equivalents consist of cash and highly liquid investments with original maturities of
three months or less.
Cash equivalents are placed with financial institutions with high-credit ratings and quality.
(e)
Investment Securities
Investment securities consist of investments in mutual funds that mainly invest in bonds and fixed
interest securities. The investment securities are considered as marketable equity securities and are
accounted for as available-for-sale investments. Management determines the appropriate classification
of its investment securities at the time of purchase and reevaluates the classifications at each balance
sheet date. Investment securities are classified as either short-term or long-term based on the nature of
each security and its availability for use in current operations. Investment securities are carried at fair
value, with unrealized gains and losses, net of taxes, reported in other comprehensive income (loss),
with the exception of unrealized losses believed to be other-than-temporary which are recorded in the
consolidated statements of operations.
(f) Restricted Cash
The current portion of restricted cash represents cash deposited into bank accounts which are restricted
as to withdrawal and use and the Group expects those funds will be released or utilized in accordance
with the terms of the respective agreements within the next twelve months, while the non-current
portion of restricted cash represents those funds that will not be released or utilized within the next
twelve months. Restricted cash mainly consists of i) bank accounts that are restricted for withdrawal
and for payment of project costs or debt servicing associated with borrowings under respective senior
notes, a senior secured credit facility and other associated agreements; and ii) collateral bank accounts
associated with borrowings under credit facilities.
(g) Accounts Receivable and Credit Risk
Financial instruments that potentially subject the Group to concentrations of credit risk consist
principally of casino receivables. The Group issues credit in the form of markers to approved casino
customers following investigations of creditworthiness including to its gaming promoters in Macau and
the Philippines, which receivable can be offset against commissions payable and any other value items
held by the Group to the respective customer and for which the Group intends to set off when required.
As of December 31, 2017 and 2016, a substantial portion of the Group’s markers were due from
customers and gaming promoters residing in foreign countries. Business or economic conditions, the
legal enforceability of gaming debts, or other significant events in foreign countries could affect the
collectability of receivables from customers and gaming promoters residing in these countries.
Accounts receivable, including casino, hotel and other receivables, are typically non-interest bearing and
are initially recorded at cost. Accounts are written off when management deems it is probable the
receivables are uncollectible. Recoveries of accounts previously written off are recorded when received.
An estimated allowance for doubtful debts is maintained to reduce the Group’s receivables to their
carrying amounts, which approximate fair values. The allowance is estimated based on specific reviews of
F-14
MELCO RESORTS & ENTERTAINMENT LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued
(In thousands of U.S. dollars, except share and per share data)
2.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - continued
(g) Accounts Receivable and Credit Risk - continued
customer accounts as well as management’s experience with collection trends in the casino industry and
current economic and business conditions. Management believes that as of December 31, 2017 and 2016,
no significant concentrations of credit risk existed for which an allowance had not already been recorded.
(h)
Inventories
Inventories consist of retail merchandise, food and beverage items and certain operating supplies. As
disclosed in Note 2 (ab), with effect from January 1, 2017, inventories are stated at the lower of cost or
net realizable value. Cost is calculated using the first-in, first-out, weighted average and specific
identification methods.
(i) Property and Equipment
Property and equipment are stated at cost, net of accumulated depreciation and amortization, and
impairment losses, if any. Gains or losses on dispositions of property and equipment are included in the
consolidated statements of operations. Major additions, renewals and betterments are capitalized, while
maintenance and repairs are expensed as incurred.
During the construction and development stage of the Group’s casino gaming and entertainment casino
resort facilities, direct and incremental costs related to the design and construction, including costs
under the construction contracts, duties and tariffs, equipment installation, shipping costs, payroll and
payroll-benefit related costs, applicable portions of interest and amortization of deferred financing
costs, are capitalized in property and equipment. The capitalization of such costs begins when the
construction and development of a project starts and ceases once the construction is substantially
completed or development activity is suspended for more than a brief period.
Depreciation and amortization expense related to capitalized construction costs and other property and
equipment is recognized from the time each asset is placed in service. This may occur at different
stages as casino gaming and entertainment casino resort facilities are completed and opened.
Property and equipment are depreciated and amortized on a straight-line basis over the asset’s
estimated useful life. Estimated useful lives are as follows:
Buildings
Transportation
Leasehold improvements
Furniture, fixtures and equipment
Plant and gaming machinery
4 to 40 years
5 to 10 years
3 to 10 years or over the lease term, whichever is shorter
2 to 15 years
3 to 5 years
The remaining estimated useful lives of the property and equipment are periodically reviewed. For the
review of estimated useful lives of buildings of Altira Macau and City of Dreams, the Group considered
factors such as the business and operating environment of the gaming industry in Macau, laws and
regulations in Macau and the Group’s anticipated usage of the buildings. As a result, effective from
October 1, 2015, the estimated useful lives of certain buildings assets of Altira Macau and City of Dreams
have been extended in order to reflect the estimated periods during which the buildings are expected to
remain in service. The estimated useful lives of certain buildings assets of Altira Macau and City of
Dreams were changed from 25 years to 40 years from the date the buildings were placed in service. The
changes in estimated useful lives of these buildings assets have resulted in a reduction in depreciation of
$5,827, an increase in net income attributable to Melco Resorts & Entertainment Limited of $5,827 and
an increase in basic and diluted earnings per share of $0.004 for the year ended December 31, 2015.
F-15
MELCO RESORTS & ENTERTAINMENT LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued
(In thousands of U.S. dollars, except share and per share data)
2.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - continued
(j) Capitalized Interest and Amortization of Deferred Financing Costs
Interest and amortization of deferred financing costs associated with major development and
construction projects is capitalized and included in the cost of the project. The capitalization of interest
and amortization of deferred financing costs cease when the project is substantially completed or the
development activity is suspended for more than a brief period. The amount to be capitalized is
determined by applying the weighted average interest rate of the Group’s outstanding borrowings to the
average amount of accumulated qualifying capital expenditures for assets under construction during the
year. Total interest expenses incurred amounted to $267,065, $252,600 and $253,168, of which
$37,483, $29,033 and $134,838 were capitalized during the years ended December 31, 2017, 2016 and
2015, respectively. Amortization of deferred financing costs of $26,182, $48,345 and $38,511, net of
amortization capitalized of nil, nil and $5,458, were recorded during the years ended December 31,
2017, 2016 and 2015, respectively.
(k) Gaming Subconcession
The deemed cost of gaming subconcession is capitalized based on the fair value of the gaming
subconcession agreement as of the date of acquisition of Melco Resorts (Macau) Limited (formerly
known as Melco Crown (Macau) Limited) (“Melco Resorts Macau”), a subsidiary of the Company and
the holder of the gaming subconcession in Macau, in 2006, and amortized using the straight-line
method over the term of agreement which is due to expire in June 2022.
(l) Goodwill and Intangible Assets
Goodwill represents the excess of acquisition cost over the fair value of tangible and identifiable
intangible net assets of any business acquired. Goodwill is not amortized, but is tested for impairment
at the reporting unit level on an annual basis, and between annual tests when circumstances indicate
that the carrying value of goodwill may not be recoverable.
Intangible assets other than goodwill are amortized over their useful lives unless their lives are
determined to be indefinite in which case they are not amortized. Intangible assets are carried at cost,
less accumulated amortization. The Group’s finite-lived intangible asset consists of the gaming
subconcession. Finite-lived intangible assets are amortized over the shorter of their contractual terms or
estimated useful lives. The Group’s intangible assets with indefinite lives represent Mocha Clubs
trademarks, which are tested for impairment on an annual basis or when circumstances indicate that the
carrying value of the intangible assets may not be recoverable.
When performing the impairment analysis for goodwill and intangible assets with indefinite lives, the
Group may first perform a qualitative assessment to determine whether it is more likely than not that
the asset is impaired. If it is determined that it is more likely than not that the asset is impaired after
assessing the qualitative factors, the Group then performs a quantitative impairment test that consists of
a comparison of the implied fair value of goodwill and the fair values of the intangible assets with
indefinite lives with their carrying amounts. An impairment loss is recognized in an amount equal to
the excess of the carrying amount over the implied fair value for goodwill or the excess of the carrying
amounts over the fair values of the intangible assets with indefinite lives.
F-16
MELCO RESORTS & ENTERTAINMENT LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued
(In thousands of U.S. dollars, except share and per share data)
2.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - continued
(m) Impairment of Long-lived Assets (Other Than Goodwill)
The Group evaluates the long-lived assets with finite lives to be held and used for impairment
whenever indicators of impairment exist. The Group then compares the estimated future cash flows of
the asset, on an undiscounted basis, to the carrying value of the asset. If the undiscounted cash flows
exceed the carrying value, no impairment is indicated. If the undiscounted cash flows do not exceed the
carrying value, then an impairment charge is recorded based on the fair value of the asset, typically
measured using a discounted cash flow model. If an asset is still under development, future cash flows
include remaining construction costs.
During the years ended December 31, 2017, 2016 and 2015, impairment losses of $23,197, $3,245 and
nil were recognized mainly due to reconfigurations and renovations at the Group’s operating properties
and included in the consolidated statements of operations.
(n) Deferred Financing Costs
Direct and incremental costs incurred in obtaining loans or in connection with the issuance of long-
term debt are capitalized and amortized over the terms of the related debt agreements using the
effective interest method. Deferred financing costs incurred in connection with the issuance of the
revolving credit facilities are included in long-term prepayments, deposits and other assets in the
consolidated balance sheets. All other deferred financing costs are presented as a direct reduction of
long-term debt in the consolidated balance sheets.
(o) Land Use Rights
Land use rights are recorded at cost less accumulated amortization. Amortization is provided on a
straight-line basis over the estimated term of the land use rights.
Each land concession contract in Macau has an initial term of 25 years and is renewable for further
consecutive periods of 10 years, subject to applicable legislation in Macau. The land use rights were
originally amortized over the initial term of 25 years, in which the expiry dates of the land use rights of
Altira Macau, City of Dreams and Studio City are March 2031, August 2033 and October 2026,
respectively. The estimated term of the land use rights are periodically reviewed. For the review of
such estimated term of the land use rights under the applicable land concession contracts, the Group
considered factors such as the business and operating environment of the gaming industry in Macau,
laws and regulations in Macau and the Group’s development plans. As a result, effective from
October 1, 2015, the estimated term of the land use rights under the land concession contracts for Altira
Macau, City of Dreams and Studio City, in accordance with the relevant accounting standards, have
been extended to April 2047, May 2049 and October 2055, respectively which aligned with the
estimated useful lives of certain buildings assets of 40 years as disclosed in Note 2(i). The changes in
estimated term of the land use rights under the applicable land concession contracts have resulted in a
reduction in amortization of land use rights of $10,413, an increase in net income attributable to Melco
Resorts & Entertainment Limited of $6,763 and an increase in basic and diluted earnings per share of
$0.004 for the year ended December 31, 2015.
(p) Revenue Recognition and Promotional Allowances
The Group recognizes revenue at the time persuasive evidence of an arrangement exists, the service is
provided or the retail goods are sold, prices are fixed or determinable and collection is reasonably
assured.
F-17
MELCO RESORTS & ENTERTAINMENT LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued
(In thousands of U.S. dollars, except share and per share data)
2.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - continued
(p) Revenue Recognition and Promotional Allowances - continued
Casino revenues are measured by the aggregate net difference between gaming wins and losses less
accruals for the anticipated payouts of progressive slot jackpots. Funds deposited by customers in
advance and chips in the customers’ possession are recognized as a liability before gaming play occurs.
The Group follows the accounting standards for reporting revenue gross as a principal versus net as an
agent, when accounting for operations of certain hotels and Taipa Square Casino. For the operations of
certain hotels, the Group is the owner of the hotel properties, and the hotel managers operate the hotels
under management agreements providing management services to the Group, and the Group receives
all rewards and takes substantial risks associated with the hotels’ business; it is the principal and the
transactions are, therefore, recognized on a gross basis. For the operations of Taipa Square Casino,
given the Group operates the casino under a right to use agreement with the owner of the casino
premises and has full responsibility for the casino operations in accordance with its gaming
subconcession, it is the principal and casino revenue is, therefore, recognized on a gross basis.
Rooms, food and beverage, entertainment, retail and other revenues are recognized when services are
provided or retail goods are sold. Advance deposits on rooms and advance ticket sales are recorded as
customer deposits until services are provided to the customer. Minimum operating and right to use fees,
adjusted for contractual base fees and operating fees escalations, are included in entertainment, retail and
other revenues and are recognized on a straight-line basis over the terms of the related agreements.
Revenues are recognized net of certain sales incentives which are required to be recorded as reductions
of revenue. Consequently, the Group’s casino revenues are reduced by discounts, commissions and
points from customer loyalty programs, such as player’s club loyalty program.
The retail values of rooms, food and beverage, entertainment, retail and other services furnished to
guests without charge are included in gross revenues and then deducted as promotional allowances.
The estimated cost of providing such promotional allowances for the years ended December 31, 2017,
2016 and 2015 is reclassified from rooms costs, food and beverage costs, entertainment, retail and
other services costs and is included in casino expenses as follows:
Rooms
Food and beverage
Entertainment, retail and other
(q) Point-loyalty Programs
Year Ended December 31,
2017
2016
2015
$
$
30,429
85,715
12,125
30,865
79,719
16,057
$
24,625
64,676
9,365
$ 128,269
$ 126,641
$
98,666
The Group operates different loyalty programs in certain of its properties to encourage repeat business
mainly from loyal slot machine customers and table games patrons. Members earn points primarily
based on gaming activity and such points can be redeemed for free play and other free goods and
services. The Group accrues for loyalty program points expected to be redeemed for cash and free play
as a reduction to gaming revenue and accrues for loyalty program points expected to be redeemed for
free goods and services as casino expense. The accruals are based on management’s estimates and
assumptions regarding the estimated costs of providing those benefits, age and history with expiration
of unused points resulting in a reduction of the accruals.
F-18
MELCO RESORTS & ENTERTAINMENT LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued
(In thousands of U.S. dollars, except share and per share data)
2.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - continued
(r) Gaming Taxes and License Fees
The Group is subject to taxes and license fees based on gross gaming revenue and other metrics in the
jurisdictions in which it operates, subject to applicable jurisdictional adjustments. The gaming taxes
and the majority of the license fees are determined from an assessment of the Group’s gaming revenue
and are recognized as casino expense in the accompanying consolidated statements of operations.
These taxes and license fees totaled $2,222,498, $1,826,061 and $1,717,805 for the years ended
December 31, 2017, 2016 and 2015, respectively.
(s) Pre-opening Costs
Pre-opening costs represent personnel, marketing and other costs incurred prior to the opening of new
or start-up operations and are expensed as incurred. During the years ended December 31, 2017, 2016
and 2015, the Group incurred pre-opening costs primarily in connection with the development of
further expansions to City of Dreams, Studio City and City of Dreams Manila. The Group also incurs
pre-opening costs on other one-off activities related to the marketing of new facilities and operations.
(t) Development Costs
Development costs include the costs associated with the Group’s evaluation and pursuit of new
business opportunities, which are expensed as incurred.
(u) Advertising and Promotional Costs
The Group expenses advertising and promotional costs the first time the advertising takes place or as
incurred. Advertising and promotional costs included in the accompanying consolidated statements of
operations were $87,773, $83,068 and $107,383 for the years ended December 31, 2017, 2016 and
2015, respectively.
(v) Foreign Currency Transactions and Translations
All transactions in currencies other than functional currencies of the Company during the year are
remeasured at the exchange rates prevailing on the respective transaction dates. Monetary assets and
liabilities existing at the balance sheet date denominated in currencies other than functional currencies
are remeasured at the exchange rates existing on that date. Exchange differences are recorded in the
consolidated statements of operations.
The functional currencies of the Company and its major subsidiaries are the United States dollar (“$”
or “US$”), the Hong Kong dollar (“HK$”), the Macau Pataca (“MOP”) or the Philippine Peso (“PHP”),
respectively. All assets and liabilities are translated at the rates of exchange prevailing at the balance
sheet date and all income and expense items are translated at the average rates of exchange over the
year. All exchange differences arising from the translation of subsidiaries’ financial statements are
recorded as a component of comprehensive income (loss).
(w) Share-based Compensation Expenses
The Group measures the cost of employee services received in exchange for an award of equity
instruments based on the grant date fair value of the award and recognizes that cost over the service
period. Compensation is attributed to the periods of associated service and such expense is being
recognized on the straight-line basis over the vesting period of the awards. As disclosed in Note 2(ab),
with effect from January 1, 2017, forfeitures are recognized when they occur.
Further information on the Group’s share-based compensation arrangements is included in Note 16.
F-19
MELCO RESORTS & ENTERTAINMENT LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued
(In thousands of U.S. dollars, except share and per share data)
2.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - continued
(x)
Income Tax
The Group is subject to income taxes in Hong Kong, Macau, the Philippines and other jurisdictions
where it operates.
Deferred income taxes are recognized for all significant temporary differences between the tax basis of
assets and liabilities and their reported amounts in the consolidated financial statements. Deferred tax
assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than
not that some portion or all of the deferred tax assets will not be realized. Current income taxes are
provided for in accordance with the laws of the relevant taxing authorities.
The Group’s income tax returns are subject to examination by tax authorities in the jurisdictions where
it operates. The Group assesses potentially unfavorable outcomes of such examinations based on
accounting standards for uncertain income taxes. These accounting standards utilize a two-step
approach to recognizing and measuring uncertain tax positions. The first step is to evaluate the tax
position for recognition by determining if the weight of available evidence indicates it is more likely
than not that the position will be, based on the technical merits of position, sustained on audit,
including resolution of related appeals or litigation processes, if any. The second step is to measure the
tax benefit as the largest amount which is more than 50% likely, based on cumulative probability.
(y) Net Income Attributable to Melco Resorts & Entertainment Limited Per Share
Basic net income attributable to Melco Resorts & Entertainment Limited per share is calculated by
dividing the net income attributable to Melco Resorts & Entertainment Limited by the weighted
average number of ordinary shares outstanding during the year.
Diluted net income attributable to Melco Resorts & Entertainment Limited per share is calculated by
dividing the net income attributable to Melco Resorts & Entertainment Limited by the weighted
average number of ordinary shares outstanding during the year adjusted to include the potentially
dilutive effect of outstanding share-based awards.
F-20
MELCO RESORTS & ENTERTAINMENT LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued
(In thousands of U.S. dollars, except share and per share data)
2.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - continued
(y) Net Income Attributable to Melco Resorts & Entertainment Limited Per Share - continued
The weighted average number of ordinary and ordinary equivalent shares used in the calculation of
basic and diluted net
income attributable to Melco Resorts & Entertainment Limited per share
consisted of the following:
Weighted average number of ordinary shares
outstanding used in the calculation of basic net
income attributable to Melco Resorts &
Entertainment Limited per share
Incremental weighted average number of ordinary
shares from assumed vesting of restricted shares
and exercise of share options using the treasury
stock method
Weighted average number of ordinary shares
outstanding used in the calculation of diluted net
income attributable to Melco Resorts &
Entertainment Limited per share
Anti-dilutive share options and restricted shares
excluded from the calculation of diluted net
income attributable to Melco Resorts &
Entertainment Limited per share
Year Ended December 31,
2017
2016
2015
1,467,653,209
1,516,714,277
1,617,263,041
11,689,000
8,569,995
9,845,729
1,479,342,209
1,525,284,272
1,627,108,770
6,624,345
9,500,248
5,016,735
(z) Accounting for Derivative Instruments and Hedging Activities
The Group uses derivative financial instruments such as floating-for-fixed interest rate swap
agreements to manage its risks associated with interest rate fluctuations in accordance with lenders’
requirements under the Group’s Studio City Project Facility (as defined in Note 11). All derivative
instruments are recognized in the consolidated financial statements at fair value at the balance sheet
date. Any changes in fair value are recorded in the consolidated statements of operations or
comprehensive income, depending on whether the derivative is designated and qualifies for hedge
accounting, the type of hedge transaction and the effectiveness of the hedge. The estimated fair values
of interest rate swap agreements are based on a standard valuation model that projects future cash flows
and discounts those future cash flows to a present value using market-based observable inputs such as
interest rate yields. All outstanding interest rate swap agreements expired during the year ended
December 31, 2016. Further information on the Group’s interest rate swap agreements is included in
Note 11.
(aa) Comprehensive Income (Loss) and Accumulated Other Comprehensive Losses
Comprehensive income (loss) includes net income (loss), foreign currency translation adjustments,
changes in fair values of interest rate swap agreements and unrealized loss on investment securities and
is reported in the consolidated statements of comprehensive income.
F-21
MELCO RESORTS & ENTERTAINMENT LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued
(In thousands of U.S. dollars, except share and per share data)
2.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - continued
(aa) Comprehensive Income (Loss) and Accumulated Other Comprehensive Losses - continued
As of December 31, 2017 and 2016, the Group’s accumulated other comprehensive losses consisted of
the following components, net of tax and noncontrolling interests:
Foreign currency translation adjustments
Unrealized loss on investment securities
(ab) Recent Changes in Accounting Standards
Newly Adopted Accounting Pronouncements:
December 31,
2017
2016
$25,460
1,150
$24,768
—
$26,610
$24,768
In July 2015, the Financial Accounting Standards Board (“FASB”) issued an accounting standard
update, which changes the measurement principle for inventories that is measured using other than
last-in, first-out or the retail inventory method from the lower of cost or market to the lower of cost and
net realizable value. Net realizable value is defined by FASB as estimated selling prices in the ordinary
course of business, less reasonably predictable costs of completion, disposal and transportation. The
guidance was effective as of January 1, 2017 and the Group adopted this new guidance on a
prospective basis. The adoption of this guidance did not have a material impact on the Group’s
consolidated financial statements.
In November 2015, the FASB issued an accounting standard update which simplifies balance sheet
classification of deferred taxes. The guidance requires that all deferred tax assets and liabilities, along
with any related valuation allowance, be classified as non-current. The guidance was effective as of
January 1, 2017 and the Group adopted this new guidance on a prospective basis, which impacts the
classification of deferred tax assets and liabilities on any balance sheet that reports the Group’s
consolidated financial position for any date after December 31, 2016. Consolidated balance sheets for
prior periods have not been adjusted. The adoption of this new guidance did not have any impact on the
Group’s results of operations or cashflows.
In March 2016, the FASB issued an accounting standard update which simplify several aspects of the
accounting for employee share-based payments, including income tax consequences, classification of
awards as either equity or liabilities, classification on the statement of cash flow and electing an
accounting policy to either estimate the number of forfeitures or account for forfeitures when they
occur. The Group adopted this guidance effective January 1, 2017 and elected to account for forfeitures
as they occur, rather than estimate expected forfeiture. This change in accounting policy was adopted
on a modified retrospective basis, and no material cumulative effect adjustment to retained earnings
was resulted.
Recent Accounting Pronouncements Not Yet Adopted:
In May 2014, the FASB issued an accounting standard update which outlines a single comprehensive
model for entities to use in accounting for revenue arising from contracts with customers and
supersedes most current revenue recognition guidance, including industry-specific guidance. The core
principal of this new revenue recognition model is that an entity should recognize revenue to depict the
F-22
MELCO RESORTS & ENTERTAINMENT LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued
(In thousands of U.S. dollars, except share and per share data)
2.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - continued
(ab) Recent Changes in Accounting Standards - continued
Recent Accounting Pronouncements Not Yet Adopted: - continued
transfer of promised goods or services to customers in an amount that reflects the consideration which
the entity expects to be entitled in exchange for those goods or services. This update also requires
enhanced disclosures regarding the nature, amount, timing, and uncertainty of revenue and cash flows
arising from an entity’s contracts with customers. In August 2015, the FASB issued an accounting
standard update which defers the effective date of the new revenue recognition accounting guidance by
one year, to interim and fiscals years beginning after December 15, 2017, and early adoption is
permitted for interim and fiscals years beginning after December 15, 2016. From March 2016 through
December 2016, the FASB issued accounting standard updates which amend and further clarify the
new revenue guidance such as reporting revenue as a principal versus agent, identifying performance
obligations, accounting for intellectual property licenses, assessing collectability and presentation of
sales taxes. These accounting standard updates are collectively referred to herein as the “New Revenue
Standards”.
The Group has adopted the New Revenue Standards using the modified retrospective method,
recognizing the cumulative effect of initially applying the guidance at the date of initial application on
January 1, 2018. The most significant impacts of the adoption of the New Revenue Standards are as
follows:
•
•
•
The New Revenue Standards will change the presentation of, and accounting for, goods and
services furnished to guests without charge that are currently included in gross revenues and
deducted as promotional allowances in the accompanying consolidated statements of operations.
Under the New Revenue Standards, promotional allowances will be netted against casino revenues
in primarily all cases. The promotional allowances are measured based on stand-alone selling
prices. These changes will primarily result in a decrease in casino revenues and the elimination of
the promotional allowances line item in future filings. Additionally, the estimated cost of
providing the promotional allowances will no longer be included in casino expenses but, instead
will be included in the respective expense categories.
A portion of commissions paid to gaming promoters, representing the estimated incentives that
were returned to customers, are currently reported as a reduction in revenue, with the balance of
commissions expense reflected as a casino expense. As a result of the adoption of the New
Revenue Standards, all commissions paid to gaming promoters will be reflected as a reduction in
casino revenue. This change will primarily result in a decrease in casino expense and a
corresponding decrease in casino revenue.
The manner of assigning value to accrued customer benefits related to the non-discretionary incentives
(including the point-loyalty programs) will be changed upon the adoption of the New Revenue
Standards. The estimated liability for unredeemed non-discretionary incentives are currently accrued
based on the estimated costs of providing such benefits and expected redemption rates. Under the New
Revenue Standards, non-discretionary incentives represent a separate performance obligation and the
resulting liability will be recorded using the stand-alone selling prices of such benefits less estimated
breakage and will be offset against casino revenue. When the benefits are redeemed, revenue will be
measured on the same basis and recognized in the resulting category of the goods or services provided.
At the adoption date January 1, 2018, the Group expects to record an increase in the opening balance of
accumulated losses by an amount not to exceed $13,100.
F-23
MELCO RESORTS & ENTERTAINMENT LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued
(In thousands of U.S. dollars, except share and per share data)
2.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - continued
(ab) Recent Changes in Accounting Standards - continued
Recent Accounting Pronouncements Not Yet Adopted: - continued
The Group does not anticipate any significant implementation issues from the adoption of the New
Revenue Standards and is continuing its assessment of potential changes to the disclosures under the
New Revenue Standards and through following the American Institute of Certified Public Accountants
Revenue Recognition Task for Gaming Entities.
In January 2016, the FASB issued an accounting standard update which amends certain aspects of
recognition, measurement, presentation, and disclosure of financial instruments. This guidance requires
equity investments to be measured at fair value with changes in fair values recognized through net
income (other than those accounted for under the equity method of accounting or those that result in
consolidation of the investee). This guidance also eliminates the requirement to disclose the methods
and significant assumptions used to estimate the fair values that are required to be disclosed for
financial instruments measured at amortized cost on the balance sheet. Further, the guidance requires
separate presentation of financial assets and financial liabilities grouped by measurement category and
form of financial asset on the balance sheet or in notes to the financial statements. The guidance is
effective for interim and fiscal years beginning after December 15, 2017, with early adoption permitted
for certain provisions of the guidance. The guidance should be applied using the modified retrospective
method, with certain exceptions. The Group is adopting the guidance on January 1, 2018. At the
adoption date, the Group expects to reclassify the unrealized loss on investment securities and record
an increase in the opening balance of accumulated losses of $1,150. The Group anticipates that the
adoption of this guidance will primarily increase the volatility of the Group’s other income (expense),
net as a result of the remeasurement of marketable equity securities at fair values.
In February 2016, the FASB issued an accounting standard update on leases, which amends various
aspects of existing accounting guidance for leases. The guidance requires all lessees to recognize a
lease liability and a right-of-use asset, measured at the present value of the future minimum lease
payments, at the lease commencement date. Lessor accounting remains largely unchanged under the
new guidance. The guidance is effective for interim and fiscals years beginning after December 15,
2018, with early adoption permitted. The guidance should be applied at the beginning of the earliest
period presented using a modified retrospective method. Management is currently assessing the
potential impact of adopting this guidance on the Group’s consolidated financial statements. The Group
anticipates the primary effect upon adoption of this guidance is an increase in assets and liabilities on
the accompanying consolidated balance sheet.
In August 2016, the FASB issued an accounting standard update which amends the guidance on the
classification of certain cash receipts and payments in the statement of cash flows. The guidance is
effective for interim and fiscal years beginning after December 15, 2017, with early adoption
permitted. The guidance should be applied retrospectively. The adoption of this guidance is not
expected to have a material impact on the Group’s consolidated financial statements.
In November 2016, the FASB issued an accounting standard update which amends and clarifies the
guidance on the classification and presentation of restricted cash in the statement of cash flows. The
guidance requires that a statement of cash flows explain the change during the period in the total of
cash, cash equivalents, restricted cash and restricted cash equivalents. Accordingly, restricted cash and
restricted cash equivalents should be included with cash and cash equivalents when reconciling the
beginning-of-period and end-of-period total amounts shown on the statement of cash flows. The
F-24
MELCO RESORTS & ENTERTAINMENT LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued
(In thousands of U.S. dollars, except share and per share data)
2.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - continued
(ab) Recent Changes in Accounting Standards - continued
Recent Accounting Pronouncements Not Yet Adopted: - continued
guidance is effective for interim and fiscals years beginning after December 15, 2017, with early
adoption permitted. The guidance should be applied retrospectively to all prior periods. The adoption
of this guidance will impact the presentation and classification of restricted cash in the Group’s
consolidated statements of cash flows.
In January 2017, the FASB issued an accounting standard update which eliminates step two from the
goodwill impairment test and instead requires an entity to recognize an impairment charge for the
amount by which the carrying value exceeds the reporting unit’s fair value, limited to the total amount
of goodwill allocated to that reporting unit. This guidance is effective for interim and fiscals years
beginning after December 15, 2019, with early adoption permitted. The guidance should be applied
prospectively. Management is currently assessing the potential impact of adopting this guidance on the
Group’s consolidated financial statements. The adoption of this guidance would only impact the
Group’s consolidated financial statements in situations where an impairment of a reporting unit’s assets
is determined and the measurement of the impairment charge.
3.
INVESTMENT SECURITIES
Investment securities, solely represent investments in marketable equity securities classified as short-term,
are as follows:
Cost
Unrealized losses
Fair value
December 31,
2017
$
$
90,000
(126)
89,874
As of December 31, 2017, the Group considered the declines in market value of its marketable equity
securities to be temporary in nature and does not consider any of its investments other-than-temporarily
impaired. When evaluating an investment for other-than-temporary impairment, the Group reviews factors
such as the length of time and extent to which fair value has been below its cost basis, the financial
condition of the issuer and any changes thereto, changes in market interest rates and the Group’s intent to
sell, or whether it is more likely than not it will be required to sell the investment before recovery of the
investment’s cost basis.
F-25
MELCO RESORTS & ENTERTAINMENT LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued
(In thousands of U.S. dollars, except share and per share data)
4. ACCOUNTS RECEIVABLE, NET
Components of accounts receivable, net are as follows:
Casino
Hotel
Other
Sub-total
Less: allowance for doubtful debts
Movement in the allowance for doubtful debts were as follows:
December 31,
2017
2016
$ 375,689
4,934
6,918
$ 480,227
4,224
6,918
387,541
(210,997)
491,369
(265,931)
$ 176,544
$ 225,438
Year Ended December 31,
2016
2017
2015
At beginning of year
(Credit) additional provision
Write-offs, net of recoveries
Reclassified from (to) long-term receivables, net
At end of year
5.
PROPERTY AND EQUIPMENT, NET
Cost
Buildings
Furniture, fixtures and equipment
Leasehold improvements
Plant and gaming machinery
Transportation
Construction in progress
Sub-total
Less: accumulated depreciation and amortization
Property and equipment, net
$265,931
(4,178)
(57,696)
6,940
$210,757
67,791
(3,044)
(9,573)
$168,786
39,328
(1,350)
3,993
$210,997
$265,931
$210,757
December 31,
2017
2016
$ 5,178,450
905,319
829,706
207,314
97,132
1,030,203
$ 5,179,324
898,038
755,804
225,146
87,281
652,662
8,248,124
(2,517,364)
7,798,255
(2,142,432)
$ 5,730,760
$ 5,655,823
As of December 31, 2017 and 2016, construction in progress in relation to City of Dreams, Studio City and
City of Dreams Manila included interest capitalized in accordance with applicable accounting standards and
other direct incidental costs capitalized which, in the aggregate, amounted to $135,200 and $88,607,
respectively.
The cost and accumulated depreciation and amortization of property and equipment held under capital lease
arrangements were $237,335 and $39,214 as of December 31, 2017 and $237,858 and $26,438 as
of December 31, 2016, respectively. Further information of the lease arrangements is included in Note 12.
F-26
MELCO RESORTS & ENTERTAINMENT LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued
(In thousands of U.S. dollars, except share and per share data)
6. GAMING SUBCONCESSION, NET
Deemed cost
Less: accumulated amortization
Gaming subconcession, net
December 31,
2017
2016
$
$
900,000
(643,917)
256,083
$
$
900,000
(586,680)
313,320
The Group expects that amortization of the gaming subconcession will be approximately $57,237 each year
from 2018 through 2021, and approximately $27,135 in 2022.
7. GOODWILL AND INTANGIBLE ASSETS
Goodwill relating to Mocha Clubs, a reporting unit, and other intangible assets with indefinite useful lives,
representing trademarks of Mocha Clubs, are not amortized. Goodwill and intangible assets arose from the
acquisition of Mocha Slot Group Limited and its subsidiaries by the Group in 2006.
When performing the impairment analysis for goodwill and trademarks of Mocha Clubs, the Group may
first perform a qualitative assessment to determine whether it is more likely than not that the asset is
impaired. If the Group determines a qualitative assessment is to be performed, the Group assesses certain
qualitative factors including, but not limited to, the results of the most recent quantitative impairment test,
operating results and projected operating results, and macro-economic and industry conditions. If the Group
elects to perform a qualitative assessment and determined that it is more likely than not that the asset is
impaired after assessing the qualitative factors, the Group then performs a quantitative impairment test.
To perform a quantitative impairment test of goodwill, the Group performs an assessment that consists of a
comparison of the carrying value of the reporting unit with its fair value. If the carrying value of a reporting
unit exceeds its fair value, the Group would perform the second step in its assessment process and record an
impairment loss to earnings to the extent the carrying amount of the reporting unit’s goodwill exceeds its
implied fair value. The Group estimates the fair value of the reporting unit through internal analysis and
external valuations, which utilize income and market valuation approaches through the application of
capitalized earnings and discounted cash flow methods. These valuation techniques are based on a number
of estimates and assumptions, including the projected future operating results of the reporting unit, discount
rates, long-term growth rates and market comparables.
To perform a quantitative impairment test of the trademarks of Mocha Clubs, the Group performs an
assessment that consists of a comparison of their carrying values with their fair values using the relief-from-
royalty method. Under this method, the Group estimates the fair values of the trademarks through internal
and external valuations, mainly based on the incremental after-tax cash flow representing the royalties that
the Group is relieved from paying given we are the owner of the trademarks. These valuation techniques are
based on a number of estimates and assumptions, including the projected future revenues of the trademarks,
calculated using an appropriate royalty rate, discount rate and long-term growth rates.
The Group has performed annual tests for impairment of goodwill and trademarks in accordance with the
accounting standards regarding goodwill and other intangible assets. As of December 31, 2017, the Group
performed qualitative assessments for goodwill and trademarks and determined that it was not more likely than
not that goodwill and trademarks were impaired. As of December 31, 2016 and 2015, the detailed quantitative
impairment tests were performed and computed the fair value of the reporting unit was in excess of the carrying
amount and fair values of the trademarks were in excess of their carrying amounts. As a result of these
assessments, no impairment loss has been recognized during the years ended December 31, 2017, 2016 and 2015.
F-27
MELCO RESORTS & ENTERTAINMENT LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued
(In thousands of U.S. dollars, except share and per share data)
8. LONG-TERM PREPAYMENTS, DEPOSITS AND OTHER ASSETS
Long-term prepayments, deposits and other assets consisted of the following:
Entertainment production costs
Less: accumulated amortization
Entertainment production costs, net
Deferred rent assets
Other long-term prepayments and other assets
Other deposits
Input value-added tax, net
Deferred financing costs, net
Long-term receivables, net
Advance payments for construction costs
December 31,
2017
2016
$ 76,884
(58,601)
$ 76,884
(51,744)
18,283
54,467
43,415
27,864
21,005
19,364
3,724
1,523
25,140
32,219
36,240
15,143
19,392
27,235
5,759
33,783
Long-term prepayments, deposits and other assets
$189,645
$194,911
Entertainment production costs represent amounts incurred and capitalized for entertainment shows in City
of Dreams. The Group amortized the entertainment production costs over 10 years or the respective
estimated useful life of the entertainment show, whichever is shorter.
Advance payments for construction costs are connected with the construction and fit-out cost for City of
Dreams and Studio City.
Deferred financing costs, net represent unamortized debt issuance costs related to the Group’s revolving
credit facilities.
Input value-added tax, net represents the value-added tax recoverable from the tax authority in the
Philippines mainly connected with the purchase of assets or services for City of Dreams Manila. During the
years ended December 31, 2017, 2016 and 2015, provisions for input value-added tax expected to be
non-recoverable amounting to $2,813, $5,459 and $30,254, respectively, were recognized in the
accompanying consolidated statements of operations.
Long-term receivables, net represent casino receivables from casino customers where settlements are not
expected within the next year. During the years ended December 31, 2017 and 2015, net amount of long-
term receivables of $8,771 and $5,111 and net amount of allowance for doubtful debts of $6,940 and
$3,993, respectively, were reclassified to current. During the year ended December 31, 2016, net amount of
current accounts receivable of $6,128 and net amount of allowance for doubtful debts of $9,573, were
reclassified to non-current. Reclassifications to current accounts receivable, net, are made when settlement
of such balances are expected to occur within one year.
F-28
MELCO RESORTS & ENTERTAINMENT LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued
(In thousands of U.S. dollars, except share and per share data)
9. LAND USE RIGHTS, NET
Altira Macau (“Taipa Land”)
City of Dreams (“Cotai Land”)
Studio City (“Studio City Land”)
Less: accumulated amortization
Land use rights, net
10. ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES
Outstanding gaming chips and tokens
Customer deposits and ticket sales
Gaming tax and license fees accruals
Staff cost accruals
Construction costs payables
Operating expense and other accruals and liabilities
Property and equipment payables
Interest expenses payable
December 31,
2017
2016
$ 146,475
399,578
653,564
$ 146,475
399,578
653,564
1,199,617
(412,118)
1,199,617
(389,301)
$ 787,499
$ 810,316
December 31,
2017
2016
$ 464,613
423,603
188,521
147,040
144,300
132,378
45,205
17,925
$ 395,572
259,693
159,802
200,031
141,681
133,669
41,362
38,133
$1,563,585
$1,369,943
F-29
MELCO RESORTS & ENTERTAINMENT LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued
(In thousands of U.S. dollars, except share and per share data)
11. LONG-TERM DEBT, NET
Long-term debt, net consisted of the following:
2015 Credit Facilities (net of unamortized deferred financing costs of $6,919
and $9,611, respectively)
Aircraft Term Loan
2012 Studio City Notes (net of unamortized deferred financing costs of $9,747
and $12,556, respectively)
2013 Senior Notes (net of unamortized deferred financing costs of $52,687)
2016 Studio City Credit Facilities
2016 7.250% SC Secured Notes (net of unamortized deferred financing costs
of $13,702 and $16,596, respectively)
2016 5.875% SC Secured Notes (net of unamortized deferred financing costs
of $4,580 and $6,753, respectively)
Philippine Notes (net of unamortized deferred financing costs of $808 and
$3,041, respectively)
2017 Senior Notes (net of unamortized deferred financing costs and original
issue premium of $25,821)
Current portion of long-term debt (net of unamortized deferred financing costs
of $720 and $906, respectively)
December 31,
2017
2016
$ 426,692
10,167
$ 469,116
16,537
815,253
—
129
812,444
947,313
129
836,298
833,404
345,420
343,247
149,424
298,085
974,179
—
3,557,562
3,720,275
(51,032)
(50,583)
$3,506,530
$3,669,692
Refinancing of long-term debt and amendment of credit facilities agreements
During the years ended December 31, 2017, 2016 and 2015, the Group refinanced certain of its long-term
debt and amended certain credit facilities agreements. In determining whether these transactions were to be
accounted for as debt extinguishment or modification, the Group considered whether creditors remained the
same or changed and whether the change in debt terms was substantial. Details of each transaction are
disclosed below.
2015 Credit Facilities
On June 30, 2011, Melco Resorts Macau (the “Borrower”) entered into a HK$9,362,160,000 (equivalent to
$1,203,362) senior secured credit facilities agreement (the “2011 Credit Facilities”), consisted of a term loan
facility of HK$6,241,440,000 (equivalent to $802,241) (the “2011 Term Loan Facility”) that was fully
drawn during the year ended December 31, 2011 and a revolving credit facility of HK$3,120,720,000
(equivalent to $401,121) (the “2011 Revolving Credit Facility”) that was available until June 28, 2015, both
of which were denominated in Hong Kong dollars. The borrowings under the 2011 Credit Facilities were
used to refinance the Borrower’s prior senior secured credit facility. Borrowings under the 2011 Credit
Facilities bore interest at Hong Kong Interbank Offered Rate (“HIBOR”) plus a margin ranging from 1.75%
to 2.75% per annum as adjusted in accordance with the leverage ratio as defined in the 2011 Credit
Facilities. The Borrower was obligated to pay a commitment fee on the undrawn amount of the 2011
Revolving Credit Facility throughout the availability period until June 28, 2015 and recognized loan
commitment fees on the 2011 Credit Facilities of $1,385 during the year ended December 31, 2015.
F-30
MELCO RESORTS & ENTERTAINMENT LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued
(In thousands of U.S. dollars, except share and per share data)
11. LONG-TERM DEBT, NET - continued
2015 Credit Facilities - continued
On June 29, 2015, the Borrower amended and restated the 2011 Credit Facilities (the “2015 Credit
Facilities”). The 2015 Credit Facilities, among other things: (i) increased the size of the then total available
facilities from HK$9,362,160,000 (equivalent to $1,203,362) to HK$13,650,000,000 (equivalent to
$1,750,000 based on the exchange rate on the transaction date), comprising a HK$3,900,000,000 (equivalent
to $500,000 based on the exchange rate on the transaction date) term loan facility (the “2015 Term Loan
Facility”) and a HK$9,750,000,000 (equivalent to $1,250,000 based on the exchange rate on the transaction
date) multicurrency revolving credit facility (the “2015 Revolving Credit Facility”). In addition, the 2015
Credit Facilities provide for additional incremental facilities to be made available, upon further agreement
with any of the existing lenders under the 2015 Credit Facilities or other entities, of up to $1,300,000 (the
“2015 Incremental Facility”); (ii) introduced new lenders and removed certain lenders originally under the
2011 Credit Facilities; (iii) extended the repayment maturity date; and (iv) reduced and removed certain
restrictions imposed by the covenants in the 2011 Credit Facilities, including but not limited to, increased
flexibility to move cash within borrowing group which included the Borrower and certain subsidiaries of the
Company as defined under the 2015 Credit Facilities (the “2015 Borrowing Group”), lower covenant levels
and reduced reporting requirements. The Group recorded a $481 loss on extinguishment of debt and a $592
costs associated with debt modification, and capitalized $46,507 as deferred financing costs during the year
ended December 31, 2015 in connection with the amendments.
The final maturity date of the 2015 Credit Facilities is: (i) June 29, 2021 in respect of the 2015 Term Loan
Facility; and (ii) June 29, 2020 in respect of the 2015 Revolving Credit Facility, or if earlier, the date of
repayment, prepayment or cancellation in full of the 2015 Credit Facilities. The maturity date, amount,
margin, currency, form and other terms of the 2015 Incremental Facility will be further specified and agreed
by the Borrower and the lenders under the 2015 Credit Facilities and additional lenders, if any, upon
drawdown on the 2015 Incremental Facility. The 2015 Term Loan Facility is repayable in quarterly
installments according to an amortization schedule commenced on September 29, 2016. Each loan made
under the 2015 Revolving Credit Facility is repayable in full on the last day of an agreed upon interest
period in respect of the loan, generally ranging from one to six months, or rolling over subject to compliance
with certain covenants and satisfaction of conditions precedent. The Borrower is also subject to mandatory
prepayment requirements in respect of various amounts as specified in the 2015 Credit Facilities; in the
event of the disposal of all or substantially all of the business and assets of the 2015 Borrowing Group, the
2015 Credit Facilities are required to be repaid in full. In the event of a change of control, the Borrower may
be required, at the election of any lender under the 2015 Credit Facilities, to repay such lender in full.
As of December 31, 2017, the 2015 Term Loan Facility had been fully drawn down with an outstanding
amount of HK$3,373,500,000 (equivalent to $433,611). On June 8, 2017, part of the 2015 Revolving Credit
Facility of HK$2,723,000,000 (equivalent to $350,000) was drawn down and used to partly fund Melco
Resorts Finance Limited (formerly known as MCE Finance Limited) (“Melco Resorts Finance”), a
subsidiary of the Company, for the redemption of the 2013 Senior Notes (as described below) on June 14,
2017. On July 3, 2017, Melco Resorts Finance completed the issuance of the Second 2017 Senior Notes at a
principal amount of $350,000 (priced at 100.75%) (as described below), of which part of the net proceeds
were used to repay in full the drawn 2015 Revolving Credit Facility of HK$2,723,000,000 (equivalent to
$350,000) on July 10, 2017. The entire 2015 Revolving Credit Facility of HK$9,750,000,000 (equivalent to
$1,250,000 based on the exchange rate on the transaction date) remains available for future drawdown as of
December 31, 2017.
F-31
MELCO RESORTS & ENTERTAINMENT LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued
(In thousands of U.S. dollars, except share and per share data)
11. LONG-TERM DEBT, NET - continued
2015 Credit Facilities - continued
The indebtedness under the 2015 Credit Facilities is guaranteed by the 2015 Borrowing Group, which
applied on and from June 29, 2015. Security for the 2015 Credit Facilities remains the same as the 2011
Credit Facilities (except that the terms of the associated security documents have been amended for
consistency with the 2015 Credit Facilities), and includes: a first-priority interest in substantially all assets
of the 2015 Borrowing Group, the issued share capital and equity interests and certain buildings, fixtures
and equipment of the 2015 Borrowing Group and certain other excluded assets and customary security.
The 2015 Credit Facilities contain certain covenants customary for such financings including, but not
limited to: the 2015 Borrowing Group’s limitations on, except as permitted under the 2015 Credit Facilities
(i) incurring additional liens; (ii) incurring additional indebtedness (including guarantees); (iii) making
certain investments; (iv) paying dividends and other restricted payments; (v) creating any subsidiaries; and
(vi) selling assets. The 2015 Credit Facilities also contains conditions and events of default customary for
such financings. The financial covenants under the 2015 Credit Facilities remain the same as the 2011
Credit Facilities, including a leverage ratio, total leverage ratio and interest cover ratio but with lower
covenant levels. The first test date of the financial covenants was September 30, 2015.
There are provisions that limit certain payments of dividends and other distributions by the 2015 Borrowing
Group to companies or persons who are not members of the 2015 Borrowing Group. As of December 31,
2017, there were no material net assets of the 2015 Borrowing Group restricted from being distributed under
the terms of the 2015 Credit Facilities as certain financial tests and conditions are satisfied.
Borrowings under the 2015 Credit Facilities bore an initial interest for the six months from June 29, 2015 at
HIBOR plus a margin of 1.75% per annum. Subsequent to that, borrowings under the 2015 Credit Facilities
bear interest at HIBOR plus a margin ranging from 1.25% to 2.50% per annum as adjusted in accordance
with the leverage ratio in respect of the 2015 Borrowing Group. The Borrower may select an interest period
for borrowings under the 2015 Credit Facilities of one, two, three or six months or any other agreed period.
The Borrower is obligated to pay a commitment fee from July 13, 2015 on the undrawn amount of the 2015
Revolving Credit Facility and recognized loan commitment fees on the 2015 Credit Facilities of $4,819,
$4,800 and $3,100 during the years ended December 31, 2017, 2016 and 2015, respectively.
Aircraft Term Loan
On June 25, 2012, MCE Transportation Limited (“MCE Transportation”), a subsidiary of the Company,
entered into a $43,000 term loan facility agreement to partly finance the acquisition of an aircraft (the
“Aircraft Term Loan”). Principal and interest repayments are payable quarterly in arrears commenced on
September 27, 2012 until maturity on June 27, 2019, interest is calculated based on London Interbank
Offered Rate plus a margin of 2.80% per annum. The Aircraft Term Loan is guaranteed by the Company
and security includes a first-priority mortgage on the aircraft itself; pledge over the MCE Transportation
bank accounts; assignment of insurances (other than third party liability insurance); and an assignment of
airframe and engine warranties. The Aircraft Term Loan must be prepaid in full if any of the following
events occurs: (i) a change of control; (ii) the sale of all or substantially all of the components of the aircraft;
(iii) the loss, damage or destruction of the entire or substantially the entire aircraft. Other covenants include
lender’s approval for any capital expenditure not incurred in the ordinary course of business or any
subsequent indebtedness exceeding certain amount by MCE Transportation. As of December 31, 2017, the
Aircraft Term Loan has been fully drawn down and the carrying value of aircraft was $26,002.
F-32
MELCO RESORTS & ENTERTAINMENT LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued
(In thousands of U.S. dollars, except share and per share data)
11. LONG-TERM DEBT, NET - continued
2012 Studio City Notes
On November 26, 2012, Studio City Finance Limited (“Studio City Finance”), a majority-owned subsidiary
of the Company, issued $825,000 in aggregate principal amount of 8.5% senior notes due 2020 (the “2012
Studio City Notes”) and priced at 100%. The 2012 Studio City Notes mature on December 1, 2020 and the
interest on the 2012 Studio City Notes is accrued at a rate of 8.5% per annum and is payable semi-annually
in arrears on June 1 and December 1 of each year, commenced on June 1, 2013. Studio City Finance used
the net proceeds from the offering to fund the Studio City project with conditions and sequence for
disbursements in accordance with an agreement.
The 2012 Studio City Notes are general obligations of Studio City Finance, secured by a first-priority
security interest in certain specified bank accounts incidental to the 2012 Studio City Notes and a pledge of
certain intercompany loans as defined under the 2012 Studio City Notes, rank equally in right of payment to
all existing and future senior indebtedness of Studio City Finance and rank senior in right of payment to any
existing and future subordinated indebtedness of Studio City Finance. The 2012 Studio City Notes are
effectively subordinated to all of Studio City Finance’s existing and future secured indebtedness to the
extent of the value of the property and assets securing such indebtedness. All of the existing subsidiaries of
Studio City Finance and any other future restricted subsidiaries that provide guarantees of certain specified
indebtedness (including the 2016 Studio City Credit Facilities (which amended and restated the Studio City
Project Facility) as described below) (the “2012 Studio City Notes Guarantors”) jointly, severally and
unconditionally guarantee the 2012 Studio City Notes on a senior basis (the “2012 Studio City Notes
Guarantees”). The 2012 Studio City Notes Guarantees are general obligations of the 2012 Studio City Notes
Guarantors, rank equally in right of payment with all existing and future senior indebtedness of the 2012
Studio City Notes Guarantors and rank senior in right of payment to any existing and future subordinated
indebtedness of the 2012 Studio City Notes Guarantors. The 2012 Studio City Notes Guarantees are
effectively subordinated to the 2012 Studio City Notes Guarantors’ obligations under the 2016 Studio City
Credit Facilities and the 2016 Studio City Secured Notes as described below and any future secured
indebtedness that is secured by property and assets of the 2012 Studio City Notes Guarantors to the extent of
the value of such property and assets.
At any time on or after December 1, 2015, Studio City Finance has the option to redeem all or a portion of
the 2012 Studio City Notes at any time at fixed redemption prices that decline ratably over time and also has
the option to redeem in whole, but not in part the 2012 Studio City Notes at fixed redemption prices under
certain circumstances and subject to certain exceptions as more fully described in the indenture governing
the 2012 Studio City Notes.
The indenture governing the 2012 Studio City Notes contains certain covenants that, subject to certain
exceptions and conditions, limit the ability of Studio City Finance and its restricted subsidiaries to, among
other things: (i) incur or guarantee additional indebtedness; (ii) make specified restricted payments;
(iii) issue or sell capital stock; (iv) sell assets; (v) create liens; (vi) enter into agreements that restrict the
restricted subsidiaries’ ability to pay dividends, transfer assets or make intercompany loans; (vii) enter into
transactions with shareholders or affiliates; and (viii) effect a consolidation or merger. The indenture
governing the 2012 Studio City Notes also contains conditions and events of default customary for such
financings.
There are provisions under the indenture governing the 2012 Studio City Notes that limit or prohibit certain
payments of dividends and other distributions by Studio City Finance and its restricted subsidiaries to
companies or persons who are not Studio City Finance or restricted subsidiaries of Studio City Finance,
F-33
MELCO RESORTS & ENTERTAINMENT LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued
(In thousands of U.S. dollars, except share and per share data)
11. LONG-TERM DEBT, NET - continued
2012 Studio City Notes - continued
subject to certain exceptions and conditions. As of December 31, 2017, the net assets of Studio City Finance
and its restricted subsidiaries of approximately $731,000 were restricted from being distributed under the
terms of the 2012 Studio City Notes.
2013 Senior Notes
On February 7, 2013, Melco Resorts Finance issued $1,000,000 in aggregate principal amount of 5% senior
notes due 2021 (the “2013 Senior Notes”) and priced at 100%. The 2013 Senior Notes would have matured
on February 15, 2021 and the interest on the 2013 Senior Notes was accrued at a rate of 5% per annum and
was payable semi-annually in arrears on February 15 and August 15 of each year, commenced on
August 15, 2013. The 2013 Senior Notes were general obligations of Melco Resorts Finance, rank equally in
right of payment to all existing and future senior indebtedness of Melco Resorts Finance and rank senior in
right of payment to any existing and future subordinated indebtedness of Melco Resorts Finance and
effectively subordinated to all of Melco Resorts Finance’s existing and future secured indebtedness to the
extent of the value of the assets securing such debt. Certain subsidiaries of Melco Resorts Finance (the
“2013 Senior Notes Guarantors”) jointly, severally and unconditionally guaranteed the 2013 Senior Notes
on a senior basis. The guarantees were joint and several general obligations of the 2013 Senior Notes
Guarantors, rank equally in right of payment with all existing and future senior indebtedness of the 2013
Senior Notes Guarantors, and rank senior in right of payment to any existing and future subordinated
indebtedness of the 2013 Senior Notes Guarantors.
Melco Resorts Finance had the option to redeem all or a portion of the 2013 Senior Notes at any time prior
to February 15, 2016, at a “make-whole” redemption price. Thereafter, Melco Resorts Finance had the
option to redeem all or a portion of the 2013 Senior Notes at any time at fixed redemption prices that
declined ratably over time. In addition, Melco Resorts Finance had the option to redeem up to 35% of the
2013 Senior Notes with the net cash proceeds from one or more certain equity offerings at a fixed
redemption price at any time prior to February 15, 2016. Further, under certain circumstances and subject to
certain exceptions as more fully described in the indenture, Melco Resorts Finance also had the option to
redeem in whole, but not in part the 2013 Senior Notes at fixed redemption prices.
The indenture governing the 2013 Senior Notes contained certain covenants that, subject to certain exceptions
and conditions, limited the ability of Melco Resorts Finance and its restricted subsidiaries to, among other
things: (i) incur or guarantee additional indebtedness; (ii) make specified restricted payments; (iii) issue or sell
capital stock; (iv) sell assets; (v) create liens; (vi) enter into agreements that restrict the restricted subsidiaries’
ability to pay dividends, transfer assets or make intercompany loans; (vii) enter into transactions with
shareholders or affiliates; and (viii) effect a consolidation or merger. The indenture governing the 2013 Senior
Notes also contained conditions and events of default customary for such financings.
There were provisions under the indenture of the 2013 Senior Notes that limited or prohibited certain
payments of dividends and other distributions by Melco Resorts Finance and its restricted subsidiaries to
companies or persons who were not Melco Resorts Finance or members of Melco Resorts Finance’s
restricted subsidiaries, subject to certain exceptions and conditions.
On June 6, 2017, Melco Resorts Finance completed the issuance of the First 2017 Senior Notes at a
principal amount of $650,000 (as described below). On June 14, 2017, together with the net proceeds from
the issuance of the First 2017 Senior Notes along with the proceeds in the amount of $350,000 from a partial
drawdown of the 2015 Revolving Credit Facility under the 2015 Credit Facilities (as described below) and
cash on hand, Melco Resorts Finance redeemed all of its outstanding 2013 Senior Notes.
F-34
MELCO RESORTS & ENTERTAINMENT LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued
(In thousands of U.S. dollars, except share and per share data)
11. LONG-TERM DEBT, NET - continued
Studio City Project Facility
On January 28, 2013, Studio City Company Limited (“Studio City Company” or the “Studio City
Borrower”), a majority-owned subsidiary of the Company, entered into a HK$10,855,880,000 (equivalent to
$1,395,357) senior secured credit facilities agreement, as amended from time to time (the “Studio City
Project Facility”), consisted of a HK$10,080,460,000 (equivalent to $1,295,689) term loan facility (the
“Studio City Term Loan Facility”) and a HK$775,420,000 (equivalent to $99,668) revolving credit facility
(the “Studio City Revolving Credit Facility”), both of which were denominated in Hong Kong dollars to
fund the Studio City project. On November 18, 2015, the Studio City Borrower amended the Studio City
Project Facility including changing the Studio City project opening date condition from 400 to 250 tables,
consequential adjustments to the financial covenants, and rescheduling the commencement of financial
covenant testing (the “Amendments to the Studio City Project Facility”). The Group recorded a $7,011 costs
associated with debt modification during the year ended December 31, 2015 in connection with the
Amendments to the Studio City Project Facility.
On November 30, 2016, the Studio City Project Facility was further amended and restated (and defined as
the “2016 Studio City Credit Facilities”) as described below. On November 30, 2016 (December 1, 2016
Hong Kong time), the Studio City Borrower rolled over HK$1,000,000 (equivalent to $129) of the Studio
City Term Loan Facility under the Studio City Project Facility into the 2016 SC Term Loan Facility as
described below under the 2016 Studio City Credit Facilities, and repaid in full the remaining outstanding
amount of the Studio City Term Loan Facility under the Studio City Project Facility of HK$9,777,046,200
(equivalent to $1,256,690) with net proceeds from the offering of the 2016 Studio City Secured Notes as
described below together with cash on hand.
The indebtedness under the Studio City Project Facility was guaranteed by Studio City Investments Limited
(“Studio City Investments”), a majority-owned subsidiary of the Company which holds 100% direct interest
in Studio City Company, and its subsidiaries (other than the Studio City Borrower). Security for the Studio
City Project Facility included: a first-priority mortgage over the land where Studio City is located, such
mortgage will also cover all present and any future buildings on, and fixtures to, the relevant land; an
assignment of any land use rights under land concession agreements, leases or equivalent; all bank accounts
of Studio City Investments and its subsidiaries; as well as other customary security. All bank accounts of
Melco Resorts Macau related solely to the operations of the Studio City gaming area which were funded
from the proceeds of the Studio City Project Facility were pledged as security for the Studio City Project
Facility and related finance documents. Upon the amendment to the Studio City Project Facility to 2016
Studio City Credit Facilities on November 30, 2016 as described below, those restricted bank accounts
pledged under Studio City Project Facility and related finance documents were reclassified from restricted
cash to cash and cash equivalents in the consolidated balance sheets. As of December 31, 2017, all bank
accounts of Melco Resorts Macau related solely to the operations of the Studio City gaming area are
pledged under 2016 Studio City Credit Facilities and related finance documents.
The Studio City Project Facility contained certain covenants for such financings and there were provisions
that limited or prohibited certain payments of dividends and other distributions by the Studio City
Investments, Studio City Borrower and its subsidiaries (together, the “Studio City Borrowing Group”) to
companies or persons who were not members of the Studio City Borrowing Group.
Borrowings under the Studio City Project Facility bore interest at HIBOR plus a margin of 4.50% per
annum until September 30, 2016, at which time the Studio City Project Facility bore interest at HIBOR plus
a margin ranging from 3.75% to 4.50% per annum as determined in accordance with the total leverage ratio
F-35
MELCO RESORTS & ENTERTAINMENT LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued
(In thousands of U.S. dollars, except share and per share data)
11. LONG-TERM DEBT, NET - continued
Studio City Project Facility - continued
in respect of the Studio City Borrowing Group. The Studio City Borrower was obligated to pay a
commitment fee on the undrawn amount of the Studio City Project Facility and recognized loan
commitment fees on the Studio City Project Facility of $1,647 and $1,794 during the years ended
December 31, 2016 and 2015, respectively.
In connection with the Studio City Project Facility, Studio City International Holdings Limited (“Studio
City International”), which holds 100% indirect interest in Studio City Finance and a majority-owned
subsidiary of the Company, was required to procure a contingent equity undertaking or similar (with a
liability cap of $225,000) granted in favor of the security agent for the Studio City Project Facility to,
amongst other things, pay agreed project costs (i) associated with construction of Studio City and (ii) for
which the facility agent under the Studio City Project Facility has determined there was no other available
funding under the terms of the Studio City Project Facility. In support of such contingent equity
undertaking, Studio City International had deposited a bank balance of $225,000 in an account secured in
favor of the security agent for the Studio City Project Facility (“Cash Collateral”), which was required to be
maintained until the construction completion date of the Studio City had occurred, certain debt service
reserve and accrual accounts had been funded to the required balance and the financial covenants had been
complied with. The Amendments to the Studio City Project Facility on November 18, 2015 included a
creation of a new secured liquidity account (“Liquidity Account”) to be held in the name of the Studio City
Borrower and to be credited with the Cash Collateral as a liquidity amount for the general corporate and
working capital purposes of the Studio City group. On November 30, 2015, the Cash Collateral was
transferred to the Liquidity Account and was released from restricted cash.
The Studio City Borrower was required in accordance with the terms of the Studio City Term Loan Facility
to enter into agreements to ensure that at least 50% of the aggregate of drawn Studio City Term Loan
Facility and the 2012 Studio City Notes were subject to interest rate protection, by way of interest rate swap
agreements, caps, collars or other agreements agreed with the facility agent under the Studio City Project
Facility to limit the impact of increases in interest rates on its floating rate debt, for a period of not less than
three years from the date of the first drawdown of the Studio City Term Loan Facility on July 28, 2014.
During the years ended December 31, 2016 and 2015, the Studio City Borrower entered into certain
floating-for-fixed interest rate swap agreements to limit its exposure to interest rate risk. Under the interest
rate swap agreements, the Studio City Borrower paid a fixed interest rate of the notional amount, and
received variable interest which was based on the applicable HIBOR for each of the payment dates. The
interest rate protection requirement was removed upon the 2016 Studio City Credit Facilities became
effective on November 30, 2016. As of December 31, 2016, there were no outstanding interest rate swap
agreements entered by Studio City Borrower.
2016 Studio City Credit Facilities
On November 30, 2016, the Studio City Borrower amended and restated the Studio City Project Facility (the
“2016 Studio City Credit Facilities”), among other things: (i) reduced the size of the then total available
facilities from HK$10,855,880,000 (equivalent to $1,395,357) to HK$234,000,000 (equivalent to $30,077),
comprising a HK$1,000,000 (equivalent to $129) term loan facility (the “2016 SC Term Loan Facility”)
which is rolled over from the Studio City Term Loan Facility under the Studio City Project Facility and a
HK$233,000,000 (equivalent to $29,948) revolving credit facility (the “2016 SC Revolving Credit
Facility”); (ii) removed certain lenders originally under the Studio City Project Facility; (iii) extended the
repayment maturity date; and (iv) reduced and removed certain restrictions imposed by the covenants in the
F-36
MELCO RESORTS & ENTERTAINMENT LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued
(In thousands of U.S. dollars, except share and per share data)
11. LONG-TERM DEBT, NET - continued
2016 Studio City Credit Facilities - continued
Studio City Project Facility, including but not limited to, increased flexibility to move cash within
borrowing group which included the Studio City Borrower and certain subsidiaries of the Company as
defined under the 2016 Studio City Credit Facilities (the “2016 Studio City Borrowing Group”), removed all
maintenance financial covenants and reduced reporting requirements. The amendment of the Studio City
Project Facility to the 2016 Studio City Credit Facilities and the issuance of 2016 Studio City Secured Notes
(as described below) are connected to the refinancing of the Studio City Project Facility. The Group
recorded a $17,435 loss on extinguishment of debt and a $8,101 costs associated with debt modification
during the year ended December 31, 2016 in connection with such amendments. As of December 31, 2017,
the 2016 SC Term Loan Facility had been fully drawn down with an outstanding amount of HK$1,000,000
(equivalent to $129), and the entire 2016 SC Revolving Credit Facility of HK$233,000,000 (equivalent to
$29,948) remains available for future drawdown as of December 31, 2017.
The 2016 SC Term Loan Facility and the 2016 SC Revolving Credit Facility mature on November 30, 2021
(December 1, 2021 Hong Kong time). The 2016 SC Term Loan Facility has to be repaid at maturity with no
interim amortization payments. The 2016 SC Revolving Credit Facility is available from January 1, 2017 up
to the date that is one month prior to the 2016 SC Revolving Credit Facility’s final maturity date. The 2016
SC Term Loan Facility is collateralized by cash collateral equal to HK$1,012,500 (equivalent to $130)
(representing the principal amount of the 2016 SC Term Loan Facility plus expected interest expense in
respect of the 2016 SC Term Loan Facility for one financial quarter). The Studio City Borrower is subject to
mandatory prepayment requirements in respect of various amounts of the 2016 SC Revolving Credit Facility
as specified in the 2016 Studio City Credit Facilities; in the event of the disposal of all or substantially all of
the business and assets of the 2016 Studio City Borrowing Group, the 2016 Studio City Credit Facilities are
required to be repaid in full. In the event of a change of control, the Studio City Borrower may be required,
at the election of any lender under the 2016 Studio City Credit Facilities, to repay such lender in full (other
than in respect of the principal amount of the 2016 SC Term Loan Facility).
The indebtedness under the 2016 Studio City Credit Facilities is guaranteed by Studio City Investments and
its subsidiaries (other than the Studio City Borrower), which apply on and from November 30, 2016.
Security for the 2016 Studio City Credit Facilities includes a first-priority mortgage over any rights under
land concession contract of Studio City and an assignment of certain leases or rights to use agreements; as
well as other customary security. The 2016 Studio City Credit Facilities contain certain affirmative and
negative covenants customary for such financings, as well as affirmative, negative and financial covenants
equivalent to those contained in the 2016 Studio City Secured Notes. The 2016 Studio City Credit Facilities
are secured, on an equal basis with the 2016 Studio City Secured Notes, by substantially all of the material
assets of Studio City Investments and its subsidiaries (other than the Studio City Borrower) (although
obligations under the 2016 Studio City Credit Facilities that are secured by common collateral securing the
2016 Studio City Secured Notes will have priority over the 2016 Studio City Secured Notes with respect to
any proceeds received upon any enforcement action of such common collateral). In addition, the 2016
Studio City Secured Notes are also separately secured by certain specified bank accounts.
The 2016 Studio City Credit Facilities contain certain covenants that, subject to certain exceptions and
conditions, limit the ability of Studio City Company, Studio City Investments and their respective restricted
subsidiaries to, among other things: (i) incur or guarantee additional indebtedness and issue certain preferred
stock; (ii) make specified restricted payments (including dividends and distribution with respect to shares of
Studio City Company) and investments; (iii) prepay or redeem subordinated debt or equity and make
payments of principal of the 2012 Studio City Notes; (iv) issue or sell capital stock; (v) transfer, lease or sell
F-37
MELCO RESORTS & ENTERTAINMENT LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued
(In thousands of U.S. dollars, except share and per share data)
11. LONG-TERM DEBT, NET - continued
2016 Studio City Credit Facilities - continued
assets; (vi) create or incur certain liens; (vii) impair the security interests in the Collateral as defined below;
(viii) enter into agreements that restrict the restricted subsidiaries’ ability to pay dividends, transfer assets or
make intercompany loans; (ix) change the nature of the business of the relevant group; (x) enter into
transactions with shareholders or affiliates; and (xi) effect a consolidation or merger. The 2016 Studio City
Credit Facilities also contains conditions and events of default customary for such financings.
There are provisions that limit certain payments of dividends and other distributions by the 2016 Studio City
Borrowing Group to companies or persons who are not members of the 2016 Studio City Borrowing Group.
As of December 31, 2017, the net assets of Studio City Investments and its restricted subsidiaries of
approximately $761,000 were restricted from being distributed under the terms of the 2016 Studio City
Credit Facilities.
Borrowings under the 2016 Studio City Credit Facilities bear interest at HIBOR plus a margin of 4% per
annum. The Studio City Borrower may select an interest period for borrowings under the 2016 Studio City
Credit Facilities of one, two, three or six months or any other agreed period. The Studio City Borrower is
obligated to pay a commitment fee from January 1, 2017 on the undrawn amount of the 2016 SC Revolving
Credit Facility and recognized loan commitment fees on the 2016 SC Revolving Credit Facility of $419
during the year ended December 31, 2017.
2016 Studio City Secured Notes
On November 30, 2016, Studio City Company issued $350,000 in aggregate principal amount of 5.875%
senior secured notes due 2019 (the “2016 5.875% SC Secured Notes”) and $850,000 in aggregate principal
amount of 7.250% senior secured notes due 2021 (the “2016 7.250% SC Secured Notes” and together with
the 2016 5.875% SC Secured Notes, the “2016 Studio City Secured Notes”) and both priced at 100%. The
2016 5.875% SC Secured Notes and 2016 7.250% SC Secured Notes mature on November 30, 2019 and
November 30, 2021, respectively, and the interest on the 2016 5.875% SC Secured Notes and 2016 7.250%
SC Secured Notes is accrued at a rate of 5.875% and 7.250% per annum, respectively, and is payable semi-
annually in arrears on May 30 and November 30 of each year, commenced on May 30, 2017.
The 2016 Studio City Secured Notes are senior secured obligations of Studio City Company, rank equally in
right of payment with all existing and future senior indebtedness of Studio City Company (although any
liabilities in respect of obligations under the 2016 Studio City Credit Facilities that are secured by common
collateral securing the 2016 Studio City Secured Notes will have priority over the 2016 Studio City Secured
Notes with respect to any proceeds received upon any enforcement action of such common collateral) and
rank senior in right of payment to any existing and future subordinated indebtedness of Studio City
Company and effectively subordinated to Studio City Company’s existing and future secured indebtedness
that is secured by assets that do not secure the 2016 Studio City Secured Notes, to the extent of the assets
securing such indebtedness. All of the existing subsidiaries of Studio City Investments (other than Studio
City Company) and any other future restricted subsidiaries that provide guarantees of certain specified
indebtedness (including the 2016 Studio City Credit Facilities) (the “2016 Studio City Secured Notes
Guarantors”) jointly, severally and unconditionally guarantee the 2016 Studio City Secured Notes on a
senior basis (the “2016 Studio City Secured Notes Guarantees”). The 2016 Studio City Secured Notes
Guarantees are senior obligations of the 2016 Studio City Secured Notes Guarantors, rank equally in right of
payment with all existing and future senior indebtedness of the 2016 Studio City Secured Notes Guarantors
and rank senior in right of payment to any existing and future subordinated indebtedness of the 2016 Studio
City Secured Notes Guarantors. The 2016 Studio City Secured Notes Guarantees are pari passu to the 2016
F-38
MELCO RESORTS & ENTERTAINMENT LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued
(In thousands of U.S. dollars, except share and per share data)
11. LONG-TERM DEBT, NET - continued
2016 Studio City Secured Notes - continued
Studio City Secured Notes Guarantors’ obligations under the 2016 Studio City Credit Facilities, and
effectively subordinated to any future secured indebtedness that is secured by assets that do not secure the
2016 Studio City Secured Notes and the 2016 Studio City Secured Notes Guarantees, to the extent of the
value of the assets.
The common collateral (shared with the 2016 Studio City Credit Facilities) includes a first-priority
mortgage over any rights under land concession contract of Studio City and an assignment of certain leases
or rights to use agreements; as well as other customary security. Each series of the 2016 Studio City Secured
Notes is secured by the common collateral and, in addition, certain bank accounts (together with the
common collateral, the “Collateral”).
On November 30, 2016 (December 1, 2016 Hong Kong time), the Group used the net proceeds from the
offering, together with cash on hand, to fund the repayment of the Studio City Project Facility.
Studio City Company has the option to redeem all or a portion of the 2016 5.875% SC Secured Notes at any
time prior to November 30, 2019, at a “make-whole” redemption price. In addition, Studio City Company
has the option to redeem up to 35% of the 2016 5.875% SC Secured Notes with the net cash proceeds of
certain equity offerings at a fixed redemption price at any time prior to November 30, 2019. Further, under
certain circumstances and subject to certain exceptions as more fully described in the indenture governing
the 2016 Studio City Secured Notes, Studio City Company also has the option to redeem in whole, but not
in part the 2016 5.875% SC Secured Notes at fixed redemption prices.
Studio City Company has the option to redeem all or a portion of the 2016 7.250% SC Secured Notes at any
time prior to November 30, 2018, at a “make-whole” redemption price. Thereafter, Studio City Company
has the option to redeem all or a portion of the 2016 7.250% SC Secured Notes at any time at fixed
redemption prices that decline ratably over time. In addition, Studio City Company has the option to redeem
up to 35% of the 2016 7.250% SC Secured Notes with the net cash proceeds of certain equity offerings at a
fixed redemption price at any time prior to November 30, 2018. Further, under certain circumstances and
subject to certain exceptions as more fully described in the indenture governing the 2016 Studio City
Secured Notes, Studio City Company also has the option to redeem in whole, but not in part the 2016
7.250% SC Secured Notes at fixed redemption prices.
In the event that the 2012 Studio City Notes are not refinanced or repaid in full by June 1, 2020 in
accordance with the terms of the 2016 7.250% SC Secured Notes (and in the case of a refinancing, with
refinancing indebtedness with a weighted average life to maturity no earlier than 90 days after the stated
maturity date of the 2016 7.250% SC Secured Notes), each holder of the 2016 7.250% SC Secured Notes
will have the right to require Studio City Company to repurchase all or any part of such holder’s 2016
7.250% SC Secured Notes at a fixed redemption price.
The indenture governing the 2016 Studio City Secured Notes contains certain covenants that, subject to
certain exceptions and conditions, limit the ability of Studio City Company, Studio City Investments and
their respective restricted subsidiaries to, among other things: (i) incur or guarantee additional indebtedness
and issue certain preferred stock; (ii) make specified restricted payments (including dividends and
distribution with respect to shares of Studio City Company) and investments; (iii) prepay or redeem
subordinated debt or equity and make payments of principal of the 2012 Studio City Notes; (iv) issue or sell
capital stock; (v) transfer, lease or sell assets; (vi) create or incur certain liens; (vii) impair the security
interests in the Collateral; (viii) enter into agreements that restrict the restricted subsidiaries’ ability to pay
F-39
MELCO RESORTS & ENTERTAINMENT LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued
(In thousands of U.S. dollars, except share and per share data)
11. LONG-TERM DEBT, NET - continued
2016 Studio City Secured Notes - continued
dividends, transfer assets or make intercompany loans; (ix) change the nature of the business of the relevant
group; (x) enter into transactions with shareholders or affiliates; and (xi) effect a consolidation or merger.
The indenture governing the 2016 Studio City Secured Notes also contains conditions and events of default
customary for such financings.
There are provisions under the indenture governing the 2016 Studio City Secured Notes that limit or
prohibit certain payments of dividends and other distributions by Studio City Company, Studio City
Investments and their respective restricted subsidiaries to companies or persons who are not Studio City
Company, Studio City Investments and their respective restricted subsidiaries, subject to certain exceptions
and conditions. As of December 31, 2017, the net assets of Studio City Investments and its restricted
subsidiaries of approximately $761,000 were restricted from being distributed under the terms of the 2016
Studio City Secured Notes.
Philippine Notes
On January 24, 2014, Melco Resorts Leisure issued PHP15 billion in aggregate principal amount of 5%
senior notes due 2019 (the “Philippine Notes”) (equivalent to $336,825 based on the exchange rate on the
transaction date) and priced at 100% and offered to certain primary institutional lenders as noteholders via
private placement in the Philippines. The Philippine Notes mature on January 24, 2019. Interest on the
Philippine Notes is accrued at a rate of 5% per annum and is payable semi-annually in arrears on January 24
and July 24 of each year, commenced on July 24, 2014. In addition, the Philippine Notes includes a tax
gross-up provision requiring Melco Resorts Leisure to pay without any deduction or withholding for or on
account of tax.
The Philippine Notes are general obligations of Melco Resorts Leisure, secured on a first-ranking basis by
pledge of shares of all present and future direct and indirect subsidiaries of MRP, rank equally in right of
payment to all existing and future senior indebtedness of Melco Resorts Leisure (save and except for any
statutory preference or priority) and rank senior in right of payment to any existing and future subordinated
indebtedness of Melco Resorts Leisure.
The Philippine Notes are guaranteed by MRP and all present and future direct and indirect subsidiaries of
MRP (subject to certain limited exceptions) (collectively the “Philippine Guarantors”), jointly and severally
with Melco Resorts Leisure; and irrevocably and unconditionally by the Company on a senior basis. The
guarantees are general obligations of the Philippine Guarantors, rank equally in right of payment to all
existing and future senior indebtedness of the Philippine Guarantors (except for any statutory preference or
priority) and rank senior in right of payment to any existing and future subordinated indebtedness of the
Philippine Guarantors.
Melco Resorts Leisure used the net proceeds from the offering to fund the City of Dreams Manila project,
refinancing of debt and general corporate purposes.
Melco Resorts Leisure had the option to redeem all or a portion of the Philippine Notes at any time prior to
January 24, 2015 at 100% of the principal amount plus applicable premium as defined in the notes facility
and security agreement (the “Notes Facility and Security Agreement”) governing the Philippine Notes.
Thereafter, Melco Resorts Leisure has the option to redeem all or a portion of the Philippine Notes at any
time at fixed prices that decline ratably over time.
The Notes Facility and Security Agreement contains certain covenants that, subject to certain exceptions and
conditions, limit the ability of MRP and its subsidiaries, including Melco Resorts Leisure to, among other
F-40
MELCO RESORTS & ENTERTAINMENT LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued
(In thousands of U.S. dollars, except share and per share data)
11. LONG-TERM DEBT, NET - continued
Philippine Notes - continued
things: (i) incur or guarantee additional indebtedness; (ii) sell assets; (iii) create liens; and (iv) effect a
consolidation and merger. The Notes Facility and Security Agreement also contains conditions and events of
default customary for such financings.
The Philippine Notes are exempted from registration with the Philippine Securities and Exchange
Commission (the “Philippine SEC”) under the Philippine Securities Regulation Code Rule (“SRC Rule”)
9.2.2(B) promulgated by the Philippine SEC as the Philippine Notes were offered via private placement to
not more than nineteen primary institutional lenders, accordingly, the Philippine Notes are subject to the
conditions of SRC Rule 9.2.2(B) which limit the assignment and transfer of the Philippine Notes to primary
institutional lenders only and to be held by not more than nineteen primary institutional lenders at any time
before maturity of the Philippine Notes.
On October 9, 2017, Melco Resorts Leisure partially redeemed the Philippine Notes in an aggregate
principal amount of PHP7.5 billion (equivalent to $144,790 based on the exchange rate on the transaction
date), together with accrued interest. Accordingly, the Group recorded a $939 loss on extinguishment of
debt in the consolidated statement of operations for the year ended December 31, 2017, which represented
the write-off of unamortized deferred financing costs in relation to such redemption.
Philippine Credit Facility
On October 14, 2015, MRP entered into an on-demand, unsecured credit facility agreement of
PHP2,350,000,000 (the “Philippine Credit Facility”) (equivalent to $47,073) with a lender to finance advances
to Melco Resorts Leisure. The Philippine Credit Facility availability period was first extended from August 31,
2016 to November 29, 2016, then second extended to February 28, 2017 during the year ended December 31,
2016, and the maturity date of each individual drawdown cannot extend beyond the earlier of (i) the date which
is one year from the date of drawdown, and (ii) 90 days after the end of the availability period. The individual
drawdowns under the Philippine Credit Facility are subject to certain conditions precedents, including issuance
of a promissory note in favor of the lender evidencing such drawdown. Borrowings under the Philippine Credit
Facility bear interest at the higher of: (i) the Philippine Dealing System Treasury Reference Rate PM (the
“PDST-R2”) of the selected interest period plus the applicable PDST-R2 margin of 1.25% per annum, and
(ii) Philippines Special Deposit Account Rate (the “SDA”) of the selected interest period plus the applicable
SDA margin ranging from 0.50% to 0.75% per annum, such rate to be set one business day prior to the
relevant interest period. The Philippine Credit Facility includes a tax gross-up provision requiring MRP to pay
without any deduction or withholding for or on account of tax. For the year ended December 31, 2017, the
Philippine Credit Facility availability period was third extended to February 28, 2018 on substantially similar
terms as before, except that (i) the SDA is replaced by Philippines Term Deposit Facility Rate, and (ii) the
maturity date shall not extend beyond 180 days from February 28, 2018. As of December 31, 2017 and 2016,
the Philippine Credit Facility has not been drawn. As of the date of this report, the Philippine Credit Facility
availability period was fourth extended to May 29, 2018.
2017 Senior Notes
On June 6, 2017, Melco Resorts Finance issued $650,000 in aggregate principal amount of 4.875% senior
notes due 2025 and priced at 100% (the “First 2017 Senior Notes”); and on July 3, 2017, Melco Resorts
Finance further issued $350,000 in aggregate principal amount of 4.875% senior notes due 2025 and priced
at 100.75% (the “Second 2017 Senior Notes” and together with the First 2017 Senior Notes, collectively
referred to as the “2017 Senior Notes”). The 2017 Senior Notes mature on June 6, 2025 and the interest on
F-41
MELCO RESORTS & ENTERTAINMENT LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued
(In thousands of U.S. dollars, except share and per share data)
11. LONG-TERM DEBT, NET - continued
2017 Senior Notes - continued
the 2017 Senior Notes is accrued at a rate of 4.875% per annum and is payable semi-annually in arrears on
June 6 and December 6 of each year, commenced on December 6, 2017. The 2017 Senior Notes are general
obligations of Melco Resorts Finance, rank equally in right of payment to all existing and future senior
indebtedness of Melco Resorts Finance and rank senior in right of payment to any existing and future
subordinated indebtedness of Melco Resorts Finance and effectively subordinated to all of Melco Resorts
Finance’s existing and future secured indebtedness to the extent of the value of the assets securing such debt
and all of the indebtedness of Melco Resorts Finance’s subsidiaries.
The Group used the net proceeds from the offering of the First 2017 Senior Notes to partly fund the
redemption of the 2013 Senior Notes on June 14, 2017; and used the net proceeds from the offering of the
Second 2017 Senior Notes to fund the repayment of the 2015 Revolving Credit Facility on July 10, 2017
(the drawdown of the 2015 Revolving Credit Facility was used to partly fund the redemption of the 2013
Senior Notes as described above). As a result of the refinancing of the 2013 Senior Notes, the Group
recorded a $48,398 loss on extinguishment of debt and a $2,793 cost associated with debt modification
during the year ended December 31, 2017.
Melco Resorts Finance has the option to redeem all or a portion of the 2017 Senior Notes at any time prior
to June 6, 2020, at a “make-whole” redemption price. On or after June 6, 2020, Melco Resorts Finance has
the option to redeem all or a portion of the 2017 Senior Notes at any time at fixed redemption prices that
decline ratably over time. In addition, Melco Resorts Finance has the option to redeem up to 35% of the
2017 Senior Notes with the net cash proceeds from one or more equity offerings at a fixed redemption price
at any time prior to June 6, 2020. Further, under certain circumstances and subject to certain exceptions as
more fully described in the indenture, Melco Resorts Finance also has the option to redeem in whole, but not
in part the 2017 Senior Notes at fixed redemption prices. In certain events that relate to the gaming
subconcession of Melco Resorts Macau and subject to certain exceptions as more fully described in the
indenture, each holder of the 2017 Senior Notes will have the right to require Melco Resorts Finance to
repurchase all or any part of such holder’s 2017 Senior Notes at a fixed redemption price.
The indenture governing the 2017 Senior Notes contains certain covenants that, subject to certain exceptions
and conditions, limit the ability of Melco Resorts Finance to, among other things, effect a consolidation or
merger or sell assets. The indenture governing the 2017 Senior Notes also contains conditions and events of
default customary for such financings.
During the years ended December 31, 2017, 2016 and 2015, the Group’s average borrowing rates were
approximately 6.01%, 5.37% and 5.40% per annum, respectively.
Scheduled maturities of the long-term debt (excluding unamortized deferred financing costs and original
issue premium) as of December 31, 2017 are as follows:
Year ending December 31,
2018
2019
2020
2021
2022
Over 2022
F-42
$
$
51,752
548,879
870,116
1,148,392
—
1,000,000
3,619,139
MELCO RESORTS & ENTERTAINMENT LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued
(In thousands of U.S. dollars, except share and per share data)
12. CAPITAL LEASE OBLIGATIONS
On March 13, 2013, Melco Resorts Leisure entered into a lease agreement with Belle Corporation (“Belle”,
one of the Philippine Parties as defined in Note 20(a)), as amended from time to time (the “MRP Lease
Agreement”), for lease of the land and certain of the building structures for City of Dreams Manila and is
expected to expire on July 11, 2033.
In addition to the MRP Lease Agreement, the Group has entered into other lease agreements with third
parties for the lease of certain property and equipment.
The Group made assessments at inception of the leases and capitalized the portion related to property and
equipment under capital leases at the lower of the fair value or the present value of the future minimum
lease payments.
Future minimum lease payments under capital lease obligations for the Group as of December 31, 2017 are
as follows:
Year ending December 31,
2018
2019
2020
2021
2022
Over 2022
Total minimum lease payments
Less: amounts representing interest
Present value of minimum lease payments
Current portion
Non-current portion
13. FAIR VALUE MEASUREMENTS
$ 35,882
39,318
43,296
47,726
48,843
542,866
757,931
(458,648)
299,283
(33,387)
$ 265,896
Authoritative literature provides a fair value hierarchy, which prioritizes the inputs to valuation techniques
used to measure fair value into three broad levels. The level in the hierarchy within which the fair value
measurement in its entirety falls is based upon the lowest level of input that is significant to the fair value
measurement as follows:
•
•
•
Level 1 – inputs are based upon unadjusted quoted prices for identical instruments traded in active
markets.
Level 2 – inputs are based upon quoted prices for similar instruments in active markets, quoted prices
for identical or similar instruments in markets that are not active and model-based valuation techniques
for which all significant assumptions are observable in the market or can be corroborated by observable
market data for substantially the full term of the assets or liabilities.
Level 3 – inputs are generally unobservable and typically reflect management’s estimates of
assumptions that market participants would use in pricing the asset or liability. The fair values are
therefore determined using model-based techniques that include option pricing models, discounted cash
flow models and similar techniques.
F-43
MELCO RESORTS & ENTERTAINMENT LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued
(In thousands of U.S. dollars, except share and per share data)
13. FAIR VALUE MEASUREMENTS - continued
The carrying values of cash and cash equivalents, bank deposits with original maturities over three months
and restricted cash approximated fair value and were classified as level 1 in the fair value hierarchy. The
carrying values of long-term deposits, long-term receivables and other long-term liabilities approximated
fair value and were classified as level 2 in the fair value hierarchy. The estimated fair value of long-term
debt as of December 31, 2017 and 2016, which included the 2017 Senior Notes, the 2016 Studio City
Secured Notes, the 2016 Studio City Credit Facilities, the 2013 Senior Notes, the 2012 Studio City Notes,
the 2015 Credit Facilities, the Philippine Notes and the Aircraft Term Loan, were approximately $3,714,018
and $3,903,033, respectively, as compared to its carrying value, excluding unamortized deferred financing
costs and original issue premium, of $3,619,139 and $3,821,519, respectively. Fair values were estimated
using quoted market prices and were classified as level 1 in the fair value hierarchy for the 2017 Senior
Notes, the 2016 Studio City Secured Notes, the 2013 Senior Notes and the 2012 Studio City Notes. Fair
values for the 2016 Studio City Credit Facilities, the 2015 Credit Facilities, the Philippine Notes and the
Aircraft Term Loan approximated the carrying values as the instruments carried either variable interest rates
or the fixed interest rates approximated the market rates and were classified as level 2 in the fair value
hierarchy.
As of December 31, 2017 and 2016, the Group did not have any non-financial assets or liabilities that were
recognized or disclosed at fair value in the consolidated financial statements.
The Group’s financial assets and liabilities recorded at fair value have been categorized based upon the fair
value in accordance with the applicable accounting standards. As of December 31, 2017, investment
securities were carried at fair value. Fair values of investment securities were estimated using quoted market
prices and were classified as level 1 in the fair value hierarchy.
14. CAPITAL STRUCTURE
Offering and Share Repurchase Transactions
On May 15, 2017, the Company completed the offer and sale of 27,769,248 ADSs (equivalent to 83,307,744
ordinary shares) and 81,995,799 ordinary shares, representing a total of 165,303,543 ordinary shares in
aggregate with gross proceeds amounting to $1,163,186, with offering expenses of $3,686 for the offering
being reimbursed by a subsidiary of Crown as described below (the “Offering”). The Offering was made as
follows: i) 15,769,248 ADSs (equivalent to 47,307,744 ordinary shares) to the underwriters for resale in an
underwritten public offering; ii) 81,995,799 ordinary shares to the underwriters which they used to satisfy
the return obligations of their respective affiliates for ADSs borrowed by such affiliates representing
81,995,799 ordinary shares from Melco Leisure and Entertainment Group Limited, the single largest
shareholder of the Company which is wholly owned by Melco International, in conjunction with the
termination and hedge unwind of certain cash-settled swap transactions entered into in December 2016; and
iii) 12,000,000 additional ADSs purchased by one of the underwriters. The Company repurchased
165,303,544 ordinary shares from a subsidiary of Crown concurrently with the Offering at an aggregate
price of $1,163,186 which was partially settled by the net proceeds of $1,159,500 from the Offering and the
remaining amount of $3,686 being reimbursed by a subsidiary of Crown and not reflected in the transaction
costs as described above. Following the completion of this share repurchase, the 165,303,544 repurchased
shares were cancelled.
On May 9, 2016, the Company completed a repurchase of 155,000,000 of its ordinary shares (equivalent to
51,666,666 ADSs) from a subsidiary of Crown for an aggregate purchase price of $800,839, at an average
market price of $15.50 per ADS or $5.1667 per share. The total cost for these repurchased shares, which
F-44
MELCO RESORTS & ENTERTAINMENT LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued
(In thousands of U.S. dollars, except share and per share data)
14. CAPITAL STRUCTURE - continued
comprised the purchase price and all incidental expenses, amounted to $803,171 was recorded as treasury
shares and following the completion of this share repurchase, the 155,000,000 repurchased shares were
cancelled.
Treasury Shares
The Company’s treasury shares represent i) new shares issued by the Company and held by the depositary
bank to facilitate the administration and operations of the Company’s share incentive plans, and are to be
delivered to the directors, eligible employees and consultants on the vesting of restricted shares and upon
the exercise of share options; ii) the shares purchased under a trust arrangement for the benefit of certain
beneficiaries who are awardees under the 2011 Share Incentive Plan as described in Note 16 and held by a
trustee until the termination of the trust in April 2016 as described below, to facilitate the future vesting of
restricted shares in selected directors, employees and consultants under the 2011 Share Incentive Plan; and
iii) the shares repurchased by the Company under the 2015 Stock Repurchase Program and 2014 Stock
Repurchase Program (as described below) pending for retirement.
New Shares Issued by the Company
During the years ended December 31, 2017, 2016 and 2015, the Company issued 2,504,721, nil and 940,419
ordinary shares to its depositary bank for future vesting of restricted shares and exercise of share options,
respectively. The Company issued 950,320, 303,318 and 136,809 of these ordinary shares upon vesting of
restricted shares; and 3,363,159, 1,789,929 and 1,368,747 of these ordinary shares upon exercise of share
options during the years ended December 31, 2017, 2016 and 2015, respectively. As of December 31, 2017
and 2016, the Company had balances of 9,015,012 and 10,823,770 newly issued ordinary shares which
continue to be held by the Company for future issuance upon vesting of restricted shares and exercise of
share options, respectively.
Shares Purchased under a Trust Arrangement
On May 15, 2013, the Board of Directors of the Company authorized a trustee to purchase the Company’s
ADSs from the open market for the purpose of satisfying its obligation to deliver ADSs under its 2011 Share
Incentive Plan (“Share Purchase Program”). Under the Share Purchase Program, the trustee was authorized
to purchase ADSs from the open market at
the price ranges to be determined by the Company’s
management from time to time. The purchased ADSs were to be delivered to the directors, eligible
employees and consultants upon vesting of the restricted shares. Following the delisting of the Company’s
ordinary shares from The Stock Exchange of Hong Kong Limited (the “Hong Kong Stock Exchange”) in
July 2015, the Company terminated the trust and the trustee approved the termination on April 26, 2016.
During the year ended December 31, 2016, no ordinary shares were purchased under a trust arrangement,
while the remaining 18,213 ordinary shares previously purchased under a trust arrangement were transferred
back to the Company upon the termination of the trust and delivered to directors and eligible employees
upon the vesting of restricted shares. During the year ended December 31, 2015, no ordinary shares were
purchased under a trust arrangement, while 466,203 ordinary shares purchased under a trust arrangement
were delivered to directors and eligible employees to satisfy the vesting of restricted shares.
Shares Repurchased for Retirement
On August 7, 2014, the Board of Directors of the Company authorized the repurchase of the Company’s
ADSs of up to an aggregate of $500,000 under a stock repurchase program (the “2014 Stock Repurchase
Program”) for shares retirement. Under the 2014 Stock Repurchase Program, the Company was authorized
to repurchase ADSs from the open market at the price ranges determined by the Company’s management
F-45
MELCO RESORTS & ENTERTAINMENT LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued
(In thousands of U.S. dollars, except share and per share data)
14. CAPITAL STRUCTURE - continued
Treasury Shares - continued
Shares Repurchased for Retirement - continued
from time to time. The 2014 Stock Repurchase Program expired following the 2015 share repurchase
mandate granted by the shareholders at the annual general meeting of the Company held on May 20, 2015
(as describe below).
On May 20, 2015, the Board of Directors of the Company authorized the repurchase of the Company’s
ADSs of up to an aggregate of $500,000 under a stock repurchase program (the “2015 Stock Repurchase
Program”) for shares retirement. Under the 2015 Stock Repurchase Program, the Company was authorized
to repurchase ADSs from the open market at the price ranges determined by the Company’s management
from time to time. Upon the conclusion of the annual general meeting of the Company held on May 18,
2016, the 2015 Stock Repurchase Program expired.
During the year ended December 31, 2016, no ordinary share was repurchased and retired under the 2015
Stock Repurchase Program. During the year ended December 31, 2015, no ordinary share was repurchased
under the 2015 Stock Repurchase Program and the 2014 Stock Repurchase Program, while 3,717,816
ordinary shares repurchased under the 2014 Stock Repurchase Program were retired. As of December 31,
2016, there was no outstanding repurchased ordinary shares pending for future retirement.
As of December 31, 2017 and 2016, the Company had 1,478,429,243 and 1,475,924,523 issued ordinary
shares, and 9,015,012 and 10,823,770 treasury shares, with 1,469,414,231 and 1,465,100,753 ordinary
shares outstanding, respectively.
On March 21, 2018, the Board of Directors of the Company authorized the repurchase of the Company’s
ordinary shares and/or ADSs of up to an aggregate of $500,000 over a three-year period commenced from
March 21, 2018 under a share repurchase program (the “2018 Share Repurchase Program”). Purchases
under the 2018 Share Repurchase Program may be made from time to time on the open market at prevailing
market prices, including pursuant to a trading plan in accordance with Rule 10b-18 of the U.S. Securities
Exchange Act, and/or in privately-negotiated transactions. The timing and the amount of ordinary shares
and/or ADSs purchased will be determined by the Company’s management based on its evaluation of
market conditions, trading prices, applicable laws and other factors. The 2018 Share Repurchase Program
may be suspended, modified or terminated by the Company at any time prior to its expiration.
15. INCOME TAXES
Income (loss) before income tax consisted of:
Year Ended December 31,
2016
2017
2015
Macau operations
Hong Kong operations
Philippines operations
Other jurisdictions’ operations
Income (loss) before income tax
$ 562,140
(26,111)
36,035
(256,781)
$ 334,409
(10,511)
(18,226)
(230,576)
$ 277,764
(54,778)
(189,269)
(93,494)
$ 315,283
$ 75,096
$ (59,777)
F-46
MELCO RESORTS & ENTERTAINMENT LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued
(In thousands of U.S. dollars, except share and per share data)
15. INCOME TAXES - continued
The income tax (credit) expense consisted of:
Year Ended December 31,
2016
2017
2015
Income tax expense - current:
Macau Complementary Tax
Lump sum in lieu of Macau Complementary Tax on dividends
Hong Kong Profits Tax
Income tax in other jurisdictions
Sub-total
(Over) under provision of income tax in prior years:
Macau Complementary Tax
Hong Kong Profits Tax
Income tax in other jurisdictions
Sub-total
Income tax (credit) expense - deferred:
Macau Complementary Tax
Hong Kong Profits Tax
Income tax in other jurisdictions
Sub-total
$
13
2,359
2,516
54
4,942
$ 2,832
2,795
1,889
36
7,552
$
408
2,795
800
283
4,286
(2,575)
30
(77)
(2,622)
(3,020)
245
445
(2,330)
(224)
39
(4)
(189)
(1,074)
(69)
1,958
815
(423)
(14)
(5)
(442)
(3,351)
32
506
(2,813)
Total income tax (credit) expense
$
(10)
$ 8,178
$ 1,031
A reconciliation of the income tax (credit) expense from income (loss) before income tax per the
consolidated statements of operations is as follows:
Year Ended December 31,
2016
2017
2015
Income (loss) before income tax
Macau Complementary Tax rate
Income tax expense (credit) at Macau Complementary Tax rate
Lump sum in lieu of Macau Complementary Tax on dividends
Effect of different tax rates of subsidiaries operating in other
jurisdictions
Over provision in prior years
Effect of income for which no income tax expense is payable
Effect of expenses for which no income tax benefit is receivable
Effect of profits generated by gaming operations exempted
Losses that cannot be carried forward
Change in valuation allowance
Income tax (credit) expense
$ 315,283
$ 75,096
$(59,777)
12%
12%
12%
37,834
2,359
9,012
2,795
(7,173)
2,795
197
(2,622)
(12,526)
44,142
(128,145)
—
58,751
(5,823)
(189)
(1,960)
30,475
(93,611)
—
67,479
(37,422)
(442)
(1,850)
18,824
(64,437)
979
89,757
$
(10)
$ 8,178
$ 1,031
F-47
MELCO RESORTS & ENTERTAINMENT LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued
(In thousands of U.S. dollars, except share and per share data)
15. INCOME TAXES - continued
The Company and certain of its subsidiaries are exempt from tax in the Cayman Islands or British Virgin
Islands, where they are incorporated, however, the Company is subject to Hong Kong Profits Tax on profits
from its activities conducted in Hong Kong. Certain subsidiaries incorporated or conducting businesses in
Hong Kong, Macau, the Philippines and other jurisdictions are subject to Hong Kong Profits Tax, Macau
Complementary Tax, Philippine Corporate Income Tax and income tax in other jurisdictions, respectively,
during the years ended December 31, 2017, 2016 and 2015.
Macau Complementary Tax, Hong Kong Profits Tax, Philippine Corporate Income Tax and income tax in
other jurisdictions have been provided at 12%, 16.5%, 30% and the respective tax rate in other jurisdictions,
on the estimated taxable income earned in or derived from Macau, Hong Kong, the Philippines and other
jurisdictions, respectively, during the years ended December 31, 2017, 2016 and 2015, if applicable.
Melco Resorts Macau has been exempted from Macau Complementary Tax on profits generated by gaming
operations from 2007 to 2011, and 2012 to 2016 pursuant to the approval notices issued by the Macau
government in June 2007 and April 2011, respectively. Melco Resorts Macau continues to benefit from this
exemption for another five years from 2017 to 2021 pursuant to the approval notice issued by the Macau
government in September 2016. One of the Company’s subsidiaries in Macau has also been exempted from
Macau Complementary Tax on profits generated from income received from Melco Resorts Macau until
2016, to the extent that such income is derived from Studio City gaming operations and has been subject to
gaming tax pursuant to a notice issued by the Macau government in January 2015. Additionally, this
subsidiary received an exemption for an additional five years from 2017 to 2021 pursuant to the approval
notice issued by the Macau government in January 2017. The exemption coincides with Melco Resorts
Macau’s exemption from Macau Complementary Tax. The non-gaming profits and dividend distributions of
such subsidiary to its shareholders continue to be subject to Macau Complementary Tax. Melco Resorts
Macau’s non-gaming profits also remain subject to Macau Complementary Tax and Melco Resorts Macau
casino revenues remain subject to the Macau special gaming tax and other levies in accordance with its
gaming subconcession agreement.
The casino operations of Melco Resorts Leisure, the operator of City of Dreams Manila, were previously
subject to Philippine Corporate Income Tax in the Philippines at the rate of 30% based on Revenue
Memorandum Circular (“RMC”) No. 33-2013 issued by the Bureau of Internal Revenue (“BIR”) in April
2013. On August 10, 2016, the Supreme Court of the Philippines (the “SC”) found in the case of
Bloomberry Resorts and Hotels, Inc. vs. the BIR, G. R. No. 212530 (“Bloomberry Case”) that all
contractees and licensees of the Philippine Amusement and Gaming Corporation (“PAGCOR”), should be
exempt from tax, including Philippine Corporate Income Tax realized from the casino operations, upon
payment of the 5% franchise tax. The BIR subsequently filed a Motion for Reconsideration (the “Motion”)
of the said decision, which was denied by the SC with finality in its resolution dated November 28, 2016.
Based on the SC decision, management believes that Melco Resorts Leisure’s gaming operations should be
exempt from Philippine Corporate Income Tax, among other taxes, provided the license fees which are
inclusive of the 5% franchise tax under the terms of the PAGCOR charter, are paid.
During the years ended December 31, 2017, 2016 and 2015, had the Group not received the income tax
exemption on profits generated by gaming operations in Macau and the Philippines, the Group’s
consolidated net income attributable to Melco Resorts & Entertainment Limited for the years ended
December 31, 2017, 2016 and 2015 would have been reduced by $105,364, $81,230 and $64,437, and
diluted earnings per share would have been reduced by $0.071, $0.053 and $0.040 per share, respectively.
F-48
MELCO RESORTS & ENTERTAINMENT LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued
(In thousands of U.S. dollars, except share and per share data)
15. INCOME TAXES - continued
In January 2014, Melco Resorts Macau entered into an agreement with the Macau government that provided
for an annual payment of MOP22,400,000 (equivalent to $2,795), effective retroactively from 2012 through
2016 coinciding with the 5-year tax holiday mentioned above, as payments in lieu of Macau
Complementary Tax otherwise due by the shareholders of Melco Resorts Macau on dividend distributions
from gaming profits. In August 2017, Melco Resorts Macau received an extension of the agreement for an
additional five years applicable to tax years 2017 through 2021. The extension agreement provides for an
annual payment of MOP18,900,000 (equivalent to $2,359). Such annual payment is required regardless of
whether dividends are actually distributed or whether Melco Resorts Macau has distributable profits in the
relevant year.
The effective tax rates for the years ended December 31, 2017, 2016 and 2015 was 0%, 10.9% and a credit
rate of (1.7%), respectively. Such rates differ from the statutory Macau Complementary Tax rate of 12%
primarily due to the effect of profits generated by gaming operations exempted from Macau Complementary
Tax and Philippine Corporate Income Tax, the effect of changes in valuation allowances, the effect of
expenses for which no income tax benefits are receivable, the effect of income for which no income tax
expense is payable and the effect of different tax rates of subsidiaries operating in other jurisdictions for the
years ended December 31, 2017, 2016 and 2015.
The net deferred tax liabilities as of December 31, 2017 and 2016 consisted of the following:
Deferred tax assets
Net operating losses carried forward
Depreciation and amortization
Deferred deductible expenses
Deferred rents
Others
Sub-total
Valuation allowances
Total deferred tax assets
Deferred tax liabilities
Land use rights
Intangible assets
Unrealized capital allowances
Others
Total deferred tax liabilities
Deferred tax liabilities, net
December 31,
2017
2016
$ 155,380
32,827
1,052
32,470
9,051
$ 167,949
24,248
2,454
26,326
9,949
230,780
230,926
(226,617)
(226,113)
4,163
4,813
(49,258)
(505)
(1,834)
(6,549)
(58,146)
(50,645)
(505)
(3,374)
(6,588)
(61,112)
$ (53,983)
$ (56,299)
As of December 31, 2017 and 2016, valuation allowances of $226,617 and $226,113 were provided,
respectively, as management believes that it is more likely than not that these deferred tax assets will not be
realized. During the year ended December 31, 2017, certain subsidiaries of the Company incorporated in
Macau (the “Incorporated Companies”) completed two mergers and merged with COD Resorts Limited and
Altira Resorts Limited (the “Incorporating Companies”) (the “Mergers”). As a result of the Mergers, the
adjusted operating tax losses for the Group were reduced by the tax losses of the Incorporated Companies,
F-49
MELCO RESORTS & ENTERTAINMENT LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued
(In thousands of U.S. dollars, except share and per share data)
15. INCOME TAXES - continued
amounting to $90,834, $90,039, $47,382 and $34,064 that would have expired in 2017, 2018, 2019 and
2020, respectively, during the year ended December 31, 2017 as such losses cannot be utilized. As of
December 31, 2017, adjusted operating tax losses carry forward, amounting to $329,746, $247,216 and
$239,169 will expire in 2018, 2019 and 2020, respectively. Adjusted operating tax losses carried forward of
$123,512 expired during the year ended December 31, 2017.
Deferred tax, where applicable, is provided under the asset and liability method at the enacted statutory
income tax rate of the respective tax jurisdictions, applicable to the respective financial years, on the
difference between the consolidated financial statements carrying amounts and income tax base of assets
and liabilities.
Aggregate undistributed earnings of the Company’s foreign subsidiaries available for distribution to the
Company of approximately $343,616 and $95,037 as at December 31, 2017 and 2016, respectively, are
considered to be indefinitely reinvested and the amounts as of December 31, 2017 and 2016 exclude the
undistributed earnings of Melco Resorts Macau. Accordingly, no provision has been made for the dividend
withholding taxes that would be payable upon the distribution of those amounts to the Company. If those
earnings were to be distributed or they were determined to be no longer permanently reinvested, the
Company would have to record a deferred income tax liability in respect of those undistributed earnings of
approximately $41,432 and $11,603 as at December 31, 2017 and 2016, respectively.
An evaluation of the tax positions for recognition was conducted by the Group by determining if the weight
of available evidence indicates it is more likely than not that the positions will be sustained on audit,
including resolution of related appeals or litigation processes, if any. Uncertain tax benefits associated with
the tax positions were measured based solely on the technical merits of being sustained on examinations.
The Group concluded that there was no significant uncertain tax positions requiring recognition in the
consolidated financial statements for the years ended December 31, 2017, 2016 and 2015 and there are no
material unrecognized tax benefits which would favorably affect the effective income tax rates in future
periods. As of December 31, 2017 and 2016, there were no interest and penalties related to uncertain tax
positions recognized in the consolidated financial statements. The Group does not anticipate any significant
increases or decreases to its liability for unrecognized tax benefits within the next twelve months.
The Company and its subsidiaries’ major tax jurisdictions are Hong Kong, Macau and the Philippines,
income tax returns of the Company and its subsidiaries remain open and subject to examination by the local
tax authorities of Hong Kong, Macau and the Philippines until the statute of limitations expire in each
corresponding jurisdiction. The statute of limitations in Hong Kong, Macau and the Philippines are 6 years,
5 years and 3 years, respectively.
16. SHARE-BASED COMPENSATION
2006 Share Incentive Plan
The Company adopted a share incentive plan in 2006 (“2006 Share Incentive Plan”), as amended, for grants
of share options and nonvested shares of the Company’s ordinary shares to eligible directors, employees and
consultants of the Group and its affiliates. The maximum term of an award was 10 years from the date of the
grant. The maximum aggregate number of ordinary shares to be available for all awards under the 2006
Share Incentive Plan was 100,000,000 over 10 years. On December 7, 2011, the Group adopted a new share
incentive plan (“2011 Share Incentive Plan”) as described below and no further awards may be granted
under the 2006 Share Incentive Plan on or after such date as all subsequent awards will be issued under the
2011 Share Incentive Plan.
F-50
MELCO RESORTS & ENTERTAINMENT LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued
(In thousands of U.S. dollars, except share and per share data)
16. SHARE-BASED COMPENSATION - continued
2006 Share Incentive Plan - continued
Share Options
A summary of share options activity under the 2006 Share Incentive Plan for the year ended December 31,
2017, is presented as follows:
Outstanding as of January 1, 2017
Outstanding as of January 19, 2017(i)
Exercised
Outstanding as of March 30, 2017
Outstanding as of March 31, 2017(i)
Exercised
Outstanding as of December 31, 2017
Fully vested as of December 31, 2017
Exercisable as of December 31, 2017
Weighted
Average
Exercise
Price
Weighted
Average
Remaining
Contractual
Term
Aggregate
Intrinsic
Value
$
$
$
$
1.58
1.14
1.13
1.14
0.81
0.88
0.80
0.80
0.80
1.77
1.77
1.77
$ 61,558
$ 61,558
$ 61,558
Number
of Share
Options
9,913,794
9,913,794
(891,423)
9,022,371
9,022,371
(2,092,833)
6,929,538
6,929,538
6,929,538
The following information is provided for share options under the 2006 Share Incentive Plan:
Year Ended December 31,
2016
2017
2015
Proceeds from the exercise of share options
Intrinsic value of share options exercised
$
$
2,192
18,004
$
$
3,036
6,205
$
$
1,904
5,152
As of December 31, 2017, there was no unrecognized compensation costs related to share options under the
2006 Share Incentive Plan.
2011 Share Incentive Plan
The Company adopted the 2011 Share Incentive Plan, effective on December 7, 2011, which has been
subsequently amended and restated, for grants of various share-based awards, including but not limited to,
options to purchase the Company’s ordinary shares, restricted shares, share appreciation rights and other
types of awards to eligible directors, employees and consultants of the Group and its affiliates. The
maximum term of an award is 10 years from the date of the grant. The maximum aggregate number of
ordinary shares to be available for all awards under the 2011 Share Incentive Plan is 100,000,000 over 10
years, which could be raised up to 10% of the issued share capital upon shareholders’ approval. As of
December 31, 2017, there were 73,676,357 ordinary shares available for grants of various share-based
awards under the 2011 Share Incentive Plan.
F-51
MELCO RESORTS & ENTERTAINMENT LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued
(In thousands of U.S. dollars, except share and per share data)
16. SHARE-BASED COMPENSATION - continued
2011 Share Incentive Plan - continued
Share Options
During the years ended December 31, 2017 and 2016, the exercise prices for share options granted under the
2011 Share Incentive Plan were determined at the market closing prices of the Company’s ADS trading on
the NASDAQ Global Select Market on the dates of grant. During the year ended December 31, 2015, the
exercise price for share options granted under the 2011 Share Incentive Plan was determined at the higher of
the closing price at the date of grant and the average closing price for the five trading dates preceding the
date of grant of the Company’s ordinary shares trading on the Hong Kong Stock Exchange. These share
options became exercisable over vesting periods of two to three years. The share options granted expire 10
years from the date of grant.
The Group uses the Black-Scholes valuation model to determine the estimated fair value for each share
option granted, with highly subjective assumptions, changes in which could materially affect the estimated
fair value. Dividend yield is based on the estimate of annual dividends expected to be paid at the time of
grant. Expected volatility is based on the historical volatility of the Company’s ADS trading on the
NASDAQ Global Select Market. Expected term is based upon the vesting term or the historical of expected
term of publicly traded companies. The risk-free interest rate used for each period presented is based on the
United States of America Treasury yield curve at the time of grant for the period equal to the expected term.
The fair values of share options granted under the 2011 Share Incentive Plan were estimated on the dates of
grant using the following weighted average assumptions:
Year Ended December 31,
2016
2017
2015
Expected dividend yield
Expected stock price volatility
Risk-free interest rate
Expected term (years)
2.00%
47.94%
2.09%
6.1
1.00%
46.08%
1.47%
5.6
1.40%
57.86%
1.59%
6.1
On March 18, 2016, the Board of Directors of the Company approved a modification to lower the exercise
prices and extend the vesting periods of certain outstanding underwater share options held by active
employees as of March 18, 2016. Share options eligible for modification were those that were granted
during the years ended December 31, 2015, 2014 and 2013 under the 2011 Share Incentive Plan, including
those unvested, or vested but not exercised. The total of 4,572,234 eligible share options were modified with
an exercise price of $17.27 per ADS or $5.7567 per share, which was the closing price of the Company’s
ADS trading on the NASDAQ Global Select Market on the date of modification. The vesting period for the
relevant share options (including certain vested share options) was extended as part of the modification. The
number of the Company’s ordinary share subject to the modified share options and the expiration dates of
such modified share options will remain the same as the original share options. A total incremental
share-based compensation expense resulting from the modification was approximately $689, representing
the excess of the fair value of the modified share options, using Black-Scholes valuation model, over the fair
value of the share options immediately before its modification. The incremental share-based compensation
expense and the unrecognized compensation costs remaining from the original share options are being
recognized on a straight-line basis over a new vesting period of three years from the date of modification.
The significant weighted average assumptions used to determine the fair value of the modified share options
F-52
MELCO RESORTS & ENTERTAINMENT LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued
(In thousands of U.S. dollars, except share and per share data)
16. SHARE-BASED COMPENSATION - continued
2011 Share Incentive Plan - continued
Share Options - continued
includes expected dividend of 1%, expected stock price volatility of 45.8%, risk-free interest rate of 1.31%
and expected term of 5.6 years.
A summary of share options activity under the 2011 Share Incentive Plan for the year ended December 31,
2017, is presented as follows:
Outstanding as of January 1, 2017
Forfeited or expired
Outstanding as of January 18, 2017
Outstanding as of January 19, 2017(i)
Granted
Exercised
Forfeited or expired
Outstanding as of March 30, 2017
Outstanding as of March 31, 2017(i)
Granted
Exercised
Forfeited or expired
Outstanding as of December 31, 2017
Number of
Share
Options
10,852,351
(8,682)
10,843,669
10,843,669
5,257,389
(379,299)
(347,811)
15,373,948
15,373,948
123,153
(147,912)
(1,902,678)
13,446,511
Fully vested and expected to vest as of
December 31, 2017
13,446,511
Exercisable as of December 31, 2017
920,556
Weighted
Average
Exercise Price
5.61
$
5.76
5.61
5.17
6.16
4.26
5.32
5.52
5.50
7.39
3.93
5.40
5.55
$
$
$
5.55
3.93
Weighted Average
Remaining
Contractual Term
Aggregate
Intrinsic
Value
7.93
7.93
4.24
$
$
$
55,528
55,528
5,296
Notes
(i) The exercise prices of all outstanding share options under the 2006 Share Incentive Plan and the 2011
Share Incentive Plan as of January 19, 2017 have been reduced by approximately $0.4404 per share as
a result of the declaration of a special dividend in January 2017. The exercise prices of all outstanding
share options under the 2006 Share Incentive Plan and certain share options under the 2011 Share
Incentive Plan as of March 31, 2017 have been reduced by approximately $0.3293 per share reflecting
the effect of the prior special dividend. The adjustments to the option exercise prices were made as
required by the 2006 Share Incentive Plan and the 2011 Share Incentive Plan. Such adjustments are
accounted for as modification of the affected share options requiring a comparison of the fair values of
the modified share options with the respective fair values of the original share options immediately
before the modification under the applicable accounting standards and the associated incremental
compensation cost is not significant.
F-53
MELCO RESORTS & ENTERTAINMENT LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued
(In thousands of U.S. dollars, except share and per share data)
16. SHARE-BASED COMPENSATION - continued
2011 Share Incentive Plan - continued
Share Options - continued
The following information is provided for share options under the 2011 Share Incentive Plan:
Year Ended December 31,
2016
2017
2015
Weighted average grant date fair value (excluding options
granted under modification)
Proceeds from the exercise of share options
Intrinsic value of share options exercised
$
$
$
2.45
2,195
1,246
$
$
$
2.29
218
28
$
$
$
3.45
511
98
As of December 31, 2017, there was $15,982 unrecognized compensation costs related to share options
under the 2011 Share Incentive Plan and the costs were expected to be recognized over a weighted average
period of 1.83 years.
Restricted Shares
During the years ended December 31, 2017, 2016 and 2015, the grant date fair values for restricted shares
granted under the 2011 Share Incentive Plan, with vesting periods of two to three years, were determined
with reference to the market closing prices of the Company’s ADS trading on the NASDAQ Global Select
Market on the dates of grant.
A summary of restricted shares activity under the 2011 Share Incentive Plan for the year ended
December 31, 2017, is presented as follows:
Unvested as of January 1, 2017
Granted
Vested
Forfeited
Unvested as of December 31, 2017
Number of
Restricted
Shares
Weighted
Average Grant
Date Fair Value
$
4,891,097
2,550,606
(950,320)
(626,495)
5,864,888
$
6.91
6.30
9.72
6.46
6.24
The following information is provided for restricted shares under the 2011 Share Incentive Plan:
Year Ended December 31,
2016
2017
2015
Weighted average grant date fair value
Grant date fair value of restricted shares vested
$
$
6.30
9,236
$
$
5.74
2,751
$
$
7.24
3,809
F-54
MELCO RESORTS & ENTERTAINMENT LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued
(In thousands of U.S. dollars, except share and per share data)
16. SHARE-BASED COMPENSATION - continued
2011 Share Incentive Plan - continued
Restricted Shares - continued
As of December 31, 2017, there was $17,819 unrecognized compensation costs related to restricted shares
under the 2011 Share Incentive Plan and the costs were expected to be recognized over a weighted average
period of 1.82 years.
MRP Share Incentive Plan
MRP adopted a share incentive plan (the “MRP Share Incentive Plan”), effective on June 24, 2013, which
has been subsequently amended and restated, for grants of various share-based awards, including but not
limited to, options to purchase MRP common shares, restricted shares, share appreciation rights and other
types of awards to eligible directors, employees and consultants of MRP and its subsidiaries, and the Group
and its affiliates. The maximum term of an award is 10 years from the date of grant. The maximum
aggregate number of common shares to be available for all awards under the MRP Share Incentive Plan is
442,630,330 shares and with up to 5% of the issued capital stock of MRP from time to time over 10 years.
As of December 31, 2017, there were 154,430,056 MRP common shares available for grants of various
share-based awards under the MRP Share Incentive Plan.
Share Options
During the years ended December 31, 2017 and 2015, the exercise prices for share options granted under the
MRP Share Incentive Plan were determined with reference to the market closing prices of MRP common
shares on the dates of grant. There were no share options granted under the MRP Share Incentive Plan
during the year ended December 31, 2016. These share options generally became exercisable over vesting
periods of two to three years. The share options granted expire 10 years from the date of grant.
MRP uses the Black-Scholes valuation model to determine the estimated fair value for each share option
granted, with highly subjective assumptions, changes in which could materially affect the estimated fair
value. Dividend yield is based on the estimate of annual dividends expected to be paid at the time of grant.
Expected volatility is based on the historical volatility of MRP common shares trading on the PSE and a
peer group of publicly traded companies. Expected term is based upon the vesting term or the historical of
expected term of the Company. The risk-free interest rate used for each period presented is based on the
Philippine government bond yield at the time of grant for the period equal to the expected term.
The fair values of share options granted under the MRP Share Incentive Plan were estimated on the dates of
grant using the following weighted average assumptions:
Expected dividend yield
Expected stock price volatility
Risk-free interest rate
Expected term (years)
Year Ended December 31,
2017
—
45.00%
4.47%
5.9
2015
—
45.00%
4.08%
5.4
On August 2, 2016, the board of MRP approved a proposal to allow for an option exchange program, designed to
provide the eligible personnel an opportunity to exchange certain outstanding underwater share options for new
restricted shares to be granted (the “Option Exchange Program”). Share options eligible for exchange were those
that were granted during the years ended December 31, 2013 and 2014 under the MRP Share Incentive Plan,
F-55
MELCO RESORTS & ENTERTAINMENT LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued
(In thousands of U.S. dollars, except share and per share data)
16. SHARE-BASED COMPENSATION - continued
MRP Share Incentive Plan - continued
Share Options - continued
including those unvested, or vested but not exercised. The acquiescence of the Philippine SEC on the Option
Exchange Program was obtained by MRP on September 30, 2016. The exchange was subject to the eligible
personnel’s consent and became effective on October 21, 2016, which was the deadline for acceptance of the
exchange by the eligible personnel. A total of 96,593,629 eligible share options were tendered by eligible
personnel, representing 99.2% of the total share options eligible for exchange. MRP granted an aggregate of
43,700,116 new restricted shares in exchange for the eligible share options surrendered. The new restricted shares
have vesting periods of 3 years. A total incremental share-based compensation expense resulting from the Option
Exchange Program was approximately $883, representing the excess of the fair value of the new restricted shares
over the fair value of the surrendered share options immediately before the exchange. The fair value of the new
restricted shares is determined with reference to the market closing price of the MRP common shares at the
effective date of the exchange. The incremental share-based compensation expense and unrecognized
compensation costs remaining from the surrendered share options as a result of the exchange are being recognized
on a straight-line basis over the new vesting period.
A summary of share options activity under the MRP Share Incentive Plan for the year ended December 31,
2017, is presented as follows:
Outstanding as of January 1, 2017
Granted
Exercised
Forfeited or expired
Outstanding as of December 31, 2017
Fully vested and expected to vest as of
December 31, 2017
Exercisable as of December 31, 2017
Weighted
Average
Exercise
Price
Weighted
Average
Remaining
Contractual
Term
Aggregate
Intrinsic Value
$
$
$
$
0.11
0.17
0.17
0.17
0.12
0.12
0.09
8.47
8.47
7.29
$
$
$
595
595
270
Number of
Share
Options
12,374,710
7,143,469
(1,040,485)
(3,410,501)
15,067,193
15,067,193
4,525,458
The following information is provided for share options under the MRP Share Incentive Plan:
Year Ended December 31,
2016
2017
2015
Weighted average grant date fair value
Proceeds from the exercise of share options
Intrinsic value of share options exercised
$
$
$
0.08
173
6
$
$
$
—
—
—
$
$
$
0.03
—
—
F-56
MELCO RESORTS & ENTERTAINMENT LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued
(In thousands of U.S. dollars, except share and per share data)
16. SHARE-BASED COMPENSATION - continued
MRP Share Incentive Plan - continued
Share Options - continued
As of December 31, 2017, there was $547 unrecognized compensation costs related to share options under
the MRP Share Incentive Plan and the costs were expected to be recognized over a weighted average period
of 2.27 years.
Restricted Shares
During the years ended December 31, 2017 and 2015, the grant date fair values for restricted shares granted
under the MRP Share Incentive Plan, with vesting periods of two to three years, were determined with
reference to the market closing prices of MRP common shares on the dates of grant. There were no
restricted shares granted under the MRP Share Incentive Plan during the year ended December 31, 2016.
A summary of restricted shares activity under the MRP Share Incentive Plan for the year ended
December 31, 2017, is presented as follows:
Unvested as of January 1, 2017
Granted
Vested
Forfeited
Number of
Restricted
Shares
49,255,708
7,298,372
(2,826,644)
(5,081,073)
Unvested as of December 31, 2017
48,646,363
$
The following information is provided for restricted shares under the MRP Share Incentive Plan:
Weighted
Average Grant
Date Fair Value
$
0.09
0.16
0.16
0.09
0.10
Year Ended December 31,
2016
2017
2015
Weighted average grant date fair value
Grant date fair value of restricted shares vested
$
$
0.16
454
$
$
—
3,280
$
$
0.08
6,989
As of December 31, 2017, there was $1,632 unrecognized compensation costs related to restricted shares
under the MRP Share Incentive Plan and the costs were expected to be recognized over a weighted average
period of 2.10 years.
The share-based compensation cost for the Group was recognized as follows:
Year Ended December 31,
2016
2017
2015
Share-based compensation cost:
2011 Share Incentive Plan
MRP Share Incentive Plan
$
16,789
516
$
16,399
2,088
$
13,734
7,093
Total share-based compensation expenses recognized in general
and administrative expenses
$
17,305
$
18,487
$
20,827
F-57
MELCO RESORTS & ENTERTAINMENT LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued
(In thousands of U.S. dollars, except share and per share data)
17. EMPLOYEE BENEFIT PLANS
The Group has obligations to make the required contributions with respect to the below defined contribution
retirement benefits schemes.
The Group operates defined contribution fund scheme, which allows eligible employees to participate in a
defined contribution plan (the “Defined Contribution Fund Scheme”). The Group either contributes a fixed
percentage of the eligible employees’ base salaries, a fixed amount or an amount which matches the
contributions of the employees up to a certain percentage of base salaries to the Defined Contribution Fund
Scheme. The Group’s contributions to the Defined Contribution Fund Scheme are vested with employees in
accordance to a vesting schedule, achieving full vesting 10 years from the date of employment. The Defined
Contribution Fund Scheme was established under trust with the fund assets being held separately from those
of the Group by independent trustees.
Employees employed by the Group in Macau and the Philippines are members of government-managed
social security fund scheme (the “Social Security Fund Scheme”), which is operated by the respective
government. The Group is required to pay a monthly fixed contribution or certain percentage of the
employees’ relevant income and met the minimum mandatory requirements of the respective Social
Security Fund Scheme to fund the benefits.
During the years ended December 31, 2017, 2016 and 2015, the Group’s contributions into the defined
contribution retirement benefits schemes were $21,853, $16,105 and $18,295, respectively.
18. DISTRIBUTION OF PROFITS
All subsidiaries of the Company incorporated in Macau are required to set aside a minimum of 10% to 25%
of the entity’s profit after tax to the legal reserve until the balance of the legal reserve reaches a level
equivalent to 25% to 50% of the entity’s share capital in accordance with the provisions of the Macau
Commercial Code. The legal reserve sets aside an amount from the subsidiaries’ statements of operations
and is not available for distribution to the shareholders of the subsidiaries. The appropriation of legal reserve
is recorded in the subsidiaries’ financial statements in the year in which it is approved by the board of
directors of the relevant subsidiaries. As of December 31, 2017 and 2016, the aggregate balance of the
reserves amounted to $31,209 and $31,202, respectively.
The Group’s borrowings, subject to certain exceptions and conditions, contain certain restrictions on paying
dividends and other distributions, as defined in the respective indentures governing the relevant senior notes,
credit facility agreements and other associated agreements, details of which are disclosed in Note 11 under
each of the respective borrowings.
19. DIVIDENDS
On February 25, 2014, the Company’s Board of Directors adopted a dividend policy (the “2014 Dividend
Policy”), pursuant to which the Company intended, subject to its capacity to pay from accumulated and
future earnings, cash availability and future commitments, to provide its shareholders with quarterly
dividends of approximately 30% of the Company’s consolidated net income attributable to Melco Resorts &
Entertainment Limited for the relevant quarter, effective from the first quarter of 2014. The 2014 Dividend
Policy also allowed the Company to declare special dividends from time to time in addition to the quarterly
dividends. On January 12, 2017, the Company’s Board of Directors amended the 2014 Dividend Policy to
one targeting a quarterly cash dividend payment of $0.03 per ordinary share of the Company, subject to the
F-58
MELCO RESORTS & ENTERTAINMENT LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued
(In thousands of U.S. dollars, except share and per share data)
19. DIVIDENDS - continued
Company’s capacity to pay from accumulated and future earnings, cash availability and future commitments
(the “2017 Dividend Policy”), effective from the fourth quarter of 2016. On February 8, 2018, the
Company’s Board of Directors amended the 2017 Dividend Policy to one targeting a quarterly cash
dividend payment of $0.045 per ordinary share of the Company, subject to the Company’s capacity to pay
from accumulated and future earnings, cash availability and future commitments (the “2018 Dividend
Policy”), effective from the fourth quarter of 2017.
On February 10, 2017, the Company paid a special dividend of $0.4404 per share and recorded $645,230 as
a distribution against retained earnings.
On March 15, 2017, May 31, 2017, August 23, 2017 and November 30, 2017, the Company paid quarterly
dividends of $0.03, $0.03, $0.03 and $0.03 per share, respectively, and recorded $88,063 and $88,035 as
distributions against additional paid-in capital and retained earnings, respectively.
The total amount of special and quarterly dividends of $821,328 were paid during the year ended
December 31, 2017.
On March 16, 2016, the Company paid a special dividend of $0.2146 per share and recorded $108,639 and
$238,586 as a distribution against additional paid-in capital and retained earnings, respectively.
On May 31, 2016, August 31, 2016 and November 30, 2016, the Company paid quarterly dividends of
$0.0073, $0.0063 and $0.0126 per share, respectively, and recorded $38,344 as distributions against retained
earnings.
The total amount of special and quarterly dividends of $385,569 were paid during the year ended
December 31, 2016.
On March 16, 2015, June 5, 2015, September 4, 2015 and December 4, 2015, the Company paid quarterly
dividends of $0.0171, $0.0112, $0.0045 and $0.0061 per share, respectively. During the year ended
December 31, 2015, the Company recorded $62,850 as distributions against retained earnings.
On February 8, 2018, a quarterly dividend of $0.045 per share has been declared by the Board of Directors
of the Company under the 2018 Dividend Policy and was paid to the shareholders of record as of
February 20, 2018.
20. REGULAR LICENSE, COOPERATION AGREEMENT, OPERATING AGREEMENT AND MRP
LEASE AGREEMENT FOR CITY OF DREAMS MANILA
(a) Regular License
As of March 13, 2013, PAGCOR allowed the inclusion of, amongst others, Melco Resorts Leisure as a
co-licensee, as well as the “special purpose entity” to operate the casino business and as representative
for itself and on behalf of the other co-licensees including SM Investments Corporation (“SMIC”),
PremiumLeisure and Amusement, Inc. (“PLAI”) and Belle under the provisional license (the
“Provisional License”) in their dealings with PAGCOR. SMIC, PLAI and Belle are collectively
referred to as the “Philippine Parties”. As a result, MPHIL Holdings No.1 Corporation (formerly
known as MCE Holdings (Philippines) Corporation), a subsidiary of MRP, and its subsidiaries
including Melco Resorts Leisure (collectively the “MPHIL Holdings Group”) and the Philippine
Parties together became co-licensees (the “Licensees”) under the Provisional License granted by
PAGCOR for the establishment and operation of City of Dreams Manila.
F-59
MELCO RESORTS & ENTERTAINMENT LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued
(In thousands of U.S. dollars, except share and per share data)
20. REGULAR LICENSE, COOPERATION AGREEMENT, OPERATING AGREEMENT AND MRP
LEASE AGREEMENT FOR CITY OF DREAMS MANILA - continued
(a) Regular License - continued
On January 30, 2015, Melco Resorts Leisure applied to PAGCOR for the issuance of the regular casino
gaming license (the “Regular License”) for City of Dreams Manila as the Licensees satisfied the
investment commitment under the terms of the Provisional License.
PAGCOR issued the Regular License dated April 29, 2015, as amended, in replacement of the
Provisional License to the Licensees for the operation of City of Dreams Manila. The Regular License
has the same terms and conditions as the Provisional License, and is valid until July 11, 2033.
Further details of the terms and commitments under the Regular License are included in Note 21(c).
(b) Cooperation Agreement
On March 13, 2013, a cooperation agreement (the “Cooperation Agreement”) and other related
arrangements which were entered on October 25, 2012 among MPHIL Holdings Group, SMIC and
certain of its subsidiaries (collectively the “SM Group”), Belle and PLAI became effective upon
completion of the closing arrangement conditions, with minor changes to the original terms (except for
certain provisions which were effective on signing).
The Cooperation Agreement governs the relationship and the rights and obligations of the Licensees.
Under the Cooperation Agreement, Melco Resorts Leisure has been designated as the operator to
operate City of Dreams Manila and appointed as the sole and exclusive representative of the Licensees
in connection with the Regular License and the operation and management of City of Dreams Manila
until the expiry of the Regular License (currently expected to be on July 11, 2033 or unless terminated
earlier in accordance with its terms). Further details of the commitments under the Cooperation
Agreement are included in Note 21(c).
(c) Operating Agreement
On March 13, 2013, the Licensees entered into an operating agreement (the “Operating Agreement”)
which governs the operation and management of City of Dreams Manila by Melco Resorts Leisure.
The Operating Agreement was effective on March 13, 2013 and ends on the date of expiry of the
Regular License (as that Regular License is extended, restored or renewed) (currently expected to be on
July 11, 2033 or, unless terminated earlier in accordance with the terms of the Operating Agreement).
Under the Operating Agreement, Melco Resorts Leisure is appointed as the sole and exclusive operator
and manager of City of Dreams Manila, and is responsible for, and has sole discretion (subject to
certain exceptions) and control over, all matters relating to the management and operation of City of
Dreams Manila (including the casino and gaming operations, hotel and retail components and all other
activities necessary, desirable or incidental for the management and operation of City of Dreams
Manila). The Operating Agreement also included terms of certain payments to PLAI upon
commencement of operations of City of Dreams Manila in December 2014, in particular, PLAI has the
right to receive monthly payments from Melco Resorts Leisure, based on the performance of gaming
operations of City of Dreams Manila and was included in “Payments to the Philippine Parties” in the
consolidated statements of operations, and Melco Resorts Leisure has the right to retain all revenues
from non-gaming operations of City of Dreams Manila.
(d) MRP Lease Agreement
The MRP Lease Agreement entered into between Melco Resorts Leisure and Belle, which has been
subsequently amended from time to time, became effective on March 13, 2013. Under the MRP Lease
F-60
MELCO RESORTS & ENTERTAINMENT LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued
(In thousands of U.S. dollars, except share and per share data)
20. REGULAR LICENSE, COOPERATION AGREEMENT, OPERATING AGREEMENT AND MRP
LEASE AGREEMENT FOR CITY OF DREAMS MANILA - continued
(d) MRP Lease Agreement - continued
Agreement, Belle agreed to lease to Melco Resorts Leisure the land and certain of the building
structures for City of Dreams Manila. The lease continues until termination of the Operating
Agreement (currently expected to be on July 11, 2033 or unless terminated earlier in accordance with
its terms). The leased property is used by Melco Resorts Leisure and any of its affiliates exclusively as
a hotel, casino and resort complex with retail, entertainment, convention, exhibition, food and
beverages services as well as other activities ancillary, related or incidental to the operation of any of
the preceding uses.
21. COMMITMENTS AND CONTINGENCIES
(a) Capital Commitments
As of December 31, 2017, the Group had capital commitments contracted for but not incurred mainly
for the construction and acquisition of property and equipment for City of Dreams totaling $138,031.
(b) Lease Commitments and Other Arrangements
Operating Leases – As a Lessee
The Group leased a portion of land for City of Dreams Manila, Mocha Clubs sites, office space,
warehouses, staff quarters and various equipment under non-cancellable operating leases and right to
use agreements that expire at various dates through July 2033. Certain lease agreements provide for
periodic rental increases based on both contractual agreed incremental rates and on the general inflation
rate once agreed by the Group and its lessor and in some cases contingent rental expenses stated as a
percentage of turnover. During the years ended December 31, 2017, 2016 and 2015, the Group incurred
rental and right to use expenses amounting to $45,783, $37,349 and $39,667, respectively, which
consisted of minimum rental and right to use expenses of $30,532, $32,228 and $32,864 and contingent
rental and right to use expenses of $15,251, $5,121 and $6,803, respectively.
As of December 31, 2017, future minimum lease payments under non-cancellable operating leases and
right to use agreements were as follows:
Year ending December 31,
2018
2019
2020
2021
2022
Over 2022
$ 26,676
26,051
17,946
16,592
11,358
50,929
$149,552
As Grantor of Operating Leases and Right to Use Arrangement
The Group entered into non-cancellable operating leases and right to use agreements mainly for mall
spaces in the sites of City of Dreams, City of Dreams Manila and Studio City with various retailers that
expire at various dates through May 2026. Certain of the operating leases and right to use agreements
include minimum base fees with escalated contingent fee clauses. During the years ended December 31,
2017, 2016 and 2015, the Group earned contingent fees of $27,457, $23,461 and $12,898, respectively.
F-61
MELCO RESORTS & ENTERTAINMENT LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued
(In thousands of U.S. dollars, except share and per share data)
21. COMMITMENTS AND CONTINGENCIES - continued
(b) Lease Commitments and Other Arrangements - continued
As Grantor of Operating Leases and Right to Use Arrangement - continued
As of December 31, 2017, future minimum fees to be received under non-cancellable operating leases
and right to use agreements were as follows:
Year ending December 31,
2018
2019
2020
2021
2022
Over 2022
$ 54,611
53,065
46,720
37,390
35,564
135,224
$362,574
The total future minimum fees do not include the escalated contingent fee clauses.
(c) Other Commitments
Gaming Subconcession
On September 8, 2006, the Macau government granted a gaming subconcession to Melco Resorts
Macau to operate its gaming business in Macau. Pursuant to the gaming subconcession agreement,
Melco Resorts Macau committed to pay the Macau government the following:
i) A fixed annual premium of $3,744 (MOP30,000,000).
ii) A variable premium depending on the number and type of gaming tables and gaming machines
that the Group operates. The variable premium is calculated as follows:
•
•
•
$37 (MOP300,000) per year for each gaming table (subject to a minimum of 100 tables)
reserved exclusively for certain kind of games or to certain players;
$19 (MOP150,000) per year for each gaming table (subject to a minimum of 100 tables) not
reserved exclusively for certain kind of games or to certain players; and
$0.1 (MOP1,000) per year for each electrical or mechanical gaming machine, including the
slot machine.
iii) A special gaming tax of an amount equal to 35% of the gross revenues of the gaming business
operations on a monthly basis.
iv) A sum of 4% of the gross revenues of the gaming business operations to utilities designated by the
Macau government (a portion of which must be used for promotion of tourism in Macau) on a
monthly basis.
v) Melco Resorts Macau must maintain a guarantee issued by a Macau bank in favor of the Macau
government in a maximum amount of $37,437 (MOP300,000,000) until the 180th day after the
termination date of the gaming subconcession.
As a result of the bank guarantee issued by the bank to the Macau government as disclosed in Note
21(c)(v) above, a sum of 1.75% of the guarantee amount will be payable by Melco Resorts Macau
quarterly to the bank.
F-62
MELCO RESORTS & ENTERTAINMENT LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued
(In thousands of U.S. dollars, except share and per share data)
21. COMMITMENTS AND CONTINGENCIES - continued
(c) Other Commitments - continued
Land Concession Contracts
The Company’s subsidiaries have entered into concession contracts for the land in Macau on which
Altira Macau, City of Dreams and Studio City properties and development projects are located. The
title to the land lease right is obtained once the related land concession contract is published in the
Macau official gazette. The contracts have a term of 25 years, which is renewable for further
consecutive periods of 10 years, subject to applicable legislation in Macau. The Company’s land
holding subsidiaries are required to i) pay an upfront land premium, which is recognized as land use
right in the consolidated balance sheets and a nominal annual government land use fee, which is
recognized as general and administrative expense and may be adjusted every five years; and ii) place a
guarantee deposit upon acceptance of the land lease terms, which is subject to adjustments from time to
time in line with the amounts paid as annual land use fee. During the land concession term,
amendments have been sought which have or will result in revisions to the development conditions,
land premium and government land use fees.
Altira Macau
On December 18, 2013, the Macau government published in the Macau official gazette the final
amendment for revision of the land concession contract for Taipa Land on which Altira Macau is
located. According to the revised land amendment, the government land use fees were $186 per
annum. As of December 31, 2017, the Group’s total commitment for government land use fees for
Altira Macau site to be paid during the remaining term of the land concession contract which expires in
March 2031 was $2,446.
City of Dreams
On January 29, 2014, the Macau government published in the Macau official gazette the final
amendment for revision of the land concession contract for Cotai Land on which City of Dreams is
located. The amendment required an additional land premium of approximately $23,344, which was
fully paid in January 2016. According to the revised land amendment, the government land use fees
were $1,185 per annum during the development period of additional hotel at City of Dreams; and
$1,235 per annum after the completion of the development. In January 2018, the Macau government
granted an extension of the development period under the land concession contract for Cotai Land to
June 11, 2018. As of December 31, 2017, the Group’s total commitment for government land use fees
for City of Dreams site to be paid during the remaining term of the land concession contract which
expires in August 2033 was $19,228.
Studio City
On September 23, 2015, the Macau government published in the Macau official gazette the final
amendment for revision of the land concession contract for Studio City Land on which Studio City is
located. Such amendment reflected the change to build a five-star hotel to a four-star hotel. According
to the revised land amendment, the government land use fees were $490 per annum during the
development period of Studio City; and $1,131 per annum after the development period. In February
2018, the Macau government granted an extension of the development period under the land
concession contract for Studio City Land to July 24, 2021. As of December 31, 2017, the Group’s total
commitment for government land use fees for Studio City site to be paid during the remaining term of
the land concession contract which expires in October 2026 was $9,203.
F-63
MELCO RESORTS & ENTERTAINMENT LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued
(In thousands of U.S. dollars, except share and per share data)
21. COMMITMENTS AND CONTINGENCIES - continued
(c) Other Commitments - continued
Regular License
PAGCOR issued the Regular License dated April 29, 2015 in replacement of the Provisional License to
the Licensees for the operation of City of Dreams Manila. Other commitments required by PAGCOR
under the Regular License included as follows:
•
•
•
•
To secure a surety bond in favor of PAGCOR in the amount of PHP100,000,000 (equivalent to
$2,003) to ensure prompt and punctual remittance/payment of all license fees.
License fees must be remitted on a monthly basis, in lieu of all taxes with reference to the income
component of the gross gaming revenues: (a) 15% high roller tables; (b) 25% non-high roller
tables; (c) 25% slot machines and electronic gaming machines; and (d) 15% junket operation. The
license fees are inclusive of the 5% franchise tax under the terms of the PAGCOR charter.
For taxable periods prior to April 1, 2014, under the terms of the Regular License, PAGCOR and
the Licensees agreed the license fees that are paid to PAGCOR by the Licensees are in lieu of all
taxes with reference to the income component of the gross gaming revenues. In May 2014,
PAGCOR temporarily allowed the Licensees to reallocate 10% of the license fees for payment of
Philippine Corporate Income Tax effective from April 1, 2014. The said reallocation of 10% of
the license fees was required to be used for subsidizing the payment of Philippine Corporate
Income Tax and any portion not used for such payment must be paid to PAGCOR as an annual
true-up payment (as defined). This adjustment was to address the additional exposure to
Philippine Corporate Income Tax on the Licensees brought by the BIR RMC No. 33-2013 in April
2013. The 10% license fee adjustment was a temporary measure to address the unilateral BIR
action and was not intended to modify, amend or revise the Regular License. PAGCOR and the
Licensees agreed to revert to the original license fee structure under the Regular License, in the
event BIR action to collect Philippine Corporate Income Tax from PAGCOR licensees was
permanently restrained, corrected or withdrawn by order of BIR or the courts or under a new law.
PAGCOR and the Licensees also agreed that the 10% license fee adjustment was not an admission
of the validity of BIR RMC No. 33-2013 and it was not a waiver of any of the remedies against
any assessments by BIR for Philippine Corporate Income Tax on the gaming revenue of the
Licensees in the Philippines. On August 10, 2016, the SC found in the Bloomberry Case that all
contractees and licensees of PAGCOR, should be exempt from tax, including Philippine
Corporate Income Tax realized from the casino operations, upon payment of the 5% franchise tax.
On August 15, 2016, PAGCOR discontinued the 10% license fee adjustment. The BIR
subsequently filed the Motion of the said decision, which was denied by the SC with finality in a
resolution dated November 28, 2016.
The Licensees are required to remit 2% of casino revenues generated from non-junket operation
tables to a foundation devoted to the restoration of Philippine cultural heritage, as selected by the
Licensees and approved by PAGCOR.
PAGCOR may collect a 5% fee of non-gaming revenue received from food and beverage, retail
and entertainment outlets. All revenues of hotel operations should not be subject to the 5% fee
except for rental income received from retail concessionaires.
F-64
MELCO RESORTS & ENTERTAINMENT LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued
(In thousands of U.S. dollars, except share and per share data)
21. COMMITMENTS AND CONTINGENCIES - continued
(c) Other Commitments - continued
Regular License - continued
•
Grounds for revocation of the Regular License, among others, are as follows: (a) failure to comply
with material provision of this license; (b) failure to remit license fees within 30 days from receipt
of notice of default; (c) has become bankrupt or insolvent; and (d) if the debt-to-equity ratio is
more than 70:30. As of December 31, 2017 and 2016, MPHIL Holdings Group, as one of the
Licensee parties, has complied with the required debt-to-equity ratio under definition as agreed
with PAGCOR.
Cooperation Agreement
Under the terms of the Cooperation Agreement, the Licensees are jointly and severally liable to
PAGCOR under the Regular License and each Licensee (indemnifying Licensee) must indemnify the
other Licensees for any loss suffered or incurred by that Licensees arising out of, or in connection with,
any breach by the indemnifying Licensee of the Regular License. Also, each of the Philippine Parties
and MPHIL Holdings Group agree to indemnify the non-breaching party for any losses suffered or
incurred as a result of a breach of any warranty.
(d) Guarantees
Except as disclosed in Note 11, the Group has made the following significant guarantees as of
December 31, 2017:
• Melco Resorts Macau has issued a promissory note (“Livrança”) of $68,635 (MOP550,000,000)
to a bank in respect of the bank guarantee issued to the Macau government under gaming
subconcession to the consolidated financial statements.
•
•
The Company has entered into two deeds of guarantee with third parties amounting to $35,000 to
guarantee certain payment obligations of the City of Dreams’ operations.
In October 2013, one of the Company’s subsidiaries entered into a trade credit facility agreement
of HK$200,000,000 (equivalent to $25,707) (“Trade Credit Facility”) with a bank to meet certain
payment obligations of the Studio City project. The Trade Credit Facility matured on August 31,
2017, was further extended to August 31, 2019, and is guaranteed by Studio City Company. As of
December 31, 2017, approximately $643 of the Trade Credit Facility had been utilized.
• Melco Resorts Leisure has issued a corporate guarantee of PHP100,000,000 (equivalent to $2,003)
to a bank in respect of the surety bond issued to PAGCOR as disclosed in Note 21(c) under
Regular License.
(e) Litigation
As of December 31, 2017, the Group is a party to certain other legal proceedings which relate to
matters arising out of the ordinary course of its business. Management believes that the outcome of
such proceedings have no material impacts on the Group’s consolidated financial statements as a
whole.
F-65
MELCO RESORTS & ENTERTAINMENT LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued
(In thousands of U.S. dollars, except share and per share data)
22. RELATED PARTY TRANSACTIONS
During the years ended December 31, 2017, 2016 and 2015, the Group entered into the following significant
related party transactions:
Related companies
Nature of transactions
Transactions with affiliated companies
Melco International and its subsidiaries
A subsidiary of MECOM Power and
Construction Limited (“MECOM”)(2)
Management fee expenses(1)
Purchase of property and
equipment
Other service fee income
Construction and renovation
works performed and
recognized as property and
equipment
Consultancy fee expense
Year Ended December 31,
2015
2016
2017
$ 1,787
$1,191
$1,177
—
2,749
315
1,221
7,758
1,609
35,510
2,228
—
—
—
—
Notes
(1) Management fee expenses mainly included the Company’s reimbursement to Melco International’s
subsidiary for service fees incurred on its behalf for the operation of the office of the Company’s Chief
Executive Officer.
(2) A company in which Mr. Lawrence Yau Lung Ho, the Company’s Chief Executive Officer, has
shareholding of approximately 20% in MECOM.
(a) Amounts Due from Affiliated Companies
The outstanding balances mainly arising from operating income or prepayment of operating expenses
as of December 31, 2017 and 2016 are unsecured, non-interest bearing and repayable on demand with
details as follows:
Melco International and its subsidiaries
Others
Crown and its subsidiary
December 31,
2017
2016
$
2,367
10
—
$
1,012
1
90
$
2,377
$
1,103
F-66
MELCO RESORTS & ENTERTAINMENT LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued
(In thousands of U.S. dollars, except share and per share data)
22. RELATED PARTY TRANSACTIONS - continued
(b) Amounts Due to Affiliated Companies
The current portion of amounts due to affiliated companies mainly arising from construction and
renovation works performed, operating expenses and expenses paid by affiliated companies on behalf
of the Group as of December 31, 2017 and 2016, are unsecured, non-interest bearing and repayable on
demand with details as follows:
MECOM’s subsidiaries
Melco International and its subsidiaries
Others
Crown’s subsidiary and associated company
December 31,
2017
2016
$
14,675
1,293
822
—
$
—
88
877
2,063
$
16,790
$
3,028
The non-current portion of amount due to an affiliated company arising from construction costs
retention payable as of December 31, 2017 is unsecured and non-interest bearing. No part of the
amount will be repayable within the next twelve months from the balance sheet date and, accordingly,
the amount is shown as a non-current liability in the consolidated balance sheet.
23. SEGMENT INFORMATION
The Group is principally engaged in the gaming and hospitality business in Asia and its principal operating
and developmental activities occur in two geographic areas: Macau and the Philippines. The chief operating
decision maker monitors its operations and evaluates earnings by reviewing the assets and operations of
Mocha Clubs, Altira Macau, City of Dreams, Studio City, which commenced operations on October 27,
2015, and City of Dreams Manila. Taipa Square Casino is included within Corporate and Other.
The Group’s segment information for total assets and capital expenditures is as follows:
Total Assets
Macau:
Mocha Clubs
Altira Macau
City of Dreams
Studio City
Sub-total
The Philippines:
City of Dreams Manila
Corporate and Other
Total consolidated assets
December 31,
2016
2015
2017
$ 121,980
427,668
3,453,135
3,475,321
$ 135,707
473,731
3,193,895
3,466,291
$
145,631
496,455
3,183,460
3,769,284
7,478,104
7,269,624
7,594,830
682,204
825,247
941,926
734,748
1,245,470
1,725,553
$8,895,056
$9,340,341
$10,262,309
F-67
MELCO RESORTS & ENTERTAINMENT LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued
(In thousands of U.S. dollars, except share and per share data)
23. SEGMENT INFORMATION - continued
Capital Expenditures
Year Ended December 31,
2016
2015
2017
Macau:
Mocha Clubs
Altira Macau
City of Dreams
Studio City
Sub-total
The Philippines:
City of Dreams Manila
Corporate and Other
Total capital expenditures
$
4,690
5,776
467,780
37,174
515,420
$
7,763
3,031
359,258
62,754
432,806
$
6,446
18,404
331,503
968,696
1,325,049
13,571
30,051
3,621
1,485
98,884
31,909
$ 559,042
$ 437,912
$ 1,455,842
The Group’s segment information and reconciliation to net income attributable to Melco Resorts &
Entertainment Limited is as follows:
Year Ended December 31,
2016
2015
2017
NET REVENUES
Macau:
Mocha Clubs
Altira Macau
City of Dreams
Studio City
Sub-total
The Philippines:
City of Dreams Manila
Corporate and Other
Total net revenues
ADJUSTED PROPERTY EBITDA(1)
Macau:
Mocha Clubs
Altira Macau
City of Dreams
Studio City
Sub-total
The Philippines:
City of Dreams Manila
Total adjusted property EBITDA
F-68
$ 121,250
446,132
2,666,309
1,363,405
$ 120,491
439,127
2,590,824
838,179
$
136,217
574,848
2,794,673
125,303
4,597,096
3,988,621
3,631,041
649,276
491,235
300,409
38,451
39,540
43,350
$5,284,823
$4,519,396
$ 3,974,800
$
$
26,639
20,671
804,872
335,568
1,187,750
$
23,789
5,116
742,291
155,985
927,181
30,259
36,261
798,504
11,594
876,618
235,019
160,336
55,366
$1,422,769
$1,087,517
$
931,984
MELCO RESORTS & ENTERTAINMENT LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued
(In thousands of U.S. dollars, except share and per share data)
23. SEGMENT INFORMATION - continued
Year Ended December 31,
2016
2015
2017
OPERATING COSTS AND EXPENSES
Payments to the Philippine Parties
Pre-opening costs
Development costs
Amortization of gaming subconcession
Amortization of land use rights
Depreciation and amortization
Land rent to Belle
Share-based compensation
Property charges and other
Net gain on disposal of property and equipment to Belle
Corporate and Other expenses
Total operating costs and expenses
OPERATING INCOME
NON-OPERATING INCOME (EXPENSES)
Interest income
Interest expenses, net of capitalized interest
Amortization of deferred financing costs
Loan commitment and other finance fees
Foreign exchange gains (losses), net
Other income, net
Loss on extinguishment of debt
Costs associated with debt modification
Total non-operating expenses, net
INCOME (LOSS) BEFORE INCOME TAX
INCOME TAX CREDIT (EXPENSE)
NET INCOME (LOSS)
NET LOSS ATTRIBUTABLE TO NONCONTROLLING
INTERESTS
NET INCOME ATTRIBUTABLE TO MELCO RESORTS &
$ (51,661) $ (34,403) $ (16,547)
(168,172)
(110)
(57,237)
(54,056)
(359,341)
(3,476)
(20,827)
(38,068)
—
(2,274)
(31,115)
(57,237)
(22,817)
(460,521)
(3,143)
(17,305)
(31,616)
—
(3,883)
(95)
(57,237)
(22,816)
(472,219)
(3,327)
(18,487)
(5,298)
8,134
(114,770)
(115,735)
(137,468)
(815,157)
(724,401)
(833,569)
607,612
363,116
98,415
3,579
(229,582)
(26,182)
(6,079)
12,783
5,282
(49,337)
(2,793)
5,951
(223,567)
(48,345)
(7,451)
7,356
3,572
(17,435)
(8,101)
13,900
(118,330)
(38,511)
(7,328)
(2,156)
2,317
(481)
(7,603)
(292,329)
(288,020)
(158,192)
315,283
10
315,293
75,096
(8,178)
(59,777)
(1,031)
66,918
(60,808)
31,709
108,988
166,555
ENTERTAINMENT LIMITED
$ 347,002
$ 175,906
$ 105,747
Note
(1) “Adjusted property EBITDA” is earnings before interest, taxes, depreciation, amortization, pre-opening
costs, development costs, property charges and other, share-based compensation, payments to the
Philippine Parties, land rent to Belle, net gain on disposal of property and equipment to Belle,
Corporate and Other expenses, and other non-operating income and expenses. The chief operating
decision maker uses Adjusted property EBITDA to measure the operating performance of Mocha
Clubs, Altira Macau, City of Dreams, Studio City and City of Dreams Manila and to compare the
operating performance of its properties with those of its competitors.
F-69
MELCO RESORTS & ENTERTAINMENT LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued
(In thousands of U.S. dollars, except share and per share data)
23. SEGMENT INFORMATION - continued
The Group’s geographic information for long-lived assets is as follows:
Long-lived Assets
Macau
The Philippines
Hong Kong and other foreign countries
Total long-lived assets
December 31,
2016
2017
2015
$6,389,846
458,242
12,389
$6,330,624
533,477
1,493
$6,355,934
691,729
2,390
$6,860,477
$6,865,594
$7,050,053
24. CHANGE IN SHAREHOLDING OF THE PHILIPPINE SUBSIDIARIES
On November 23, 2015, the Company through MCO (Philippines) Investments Limited (formerly known as
MCE (Philippines) Investments Limited) (“MCO Investments”), subscribed for 693,500,000 common shares
of MRP at a total consideration of PHP2,704,650,000 (equivalent to $57,681 based on the exchange rate on
the transaction date), which increased the Company’s shareholding in MRP and the Group recognized a
decrease of $7,368 in the Company’s additional paid-in capital which reflects the adjustment to the carrying
amount of the noncontrolling interest of MRP.
During the year ended December 31, 2016, the Company through MCO Investments, purchased 50,263,000
common shares of MRP at a total consideration of PHP123,307,331 (equivalent to $2,614 based on the
exchange rate on the transaction date) from the open market, which increased the Company’s shareholding
in MRP and the Group recognized a decrease of $761 in the Company’s additional paid-in capital which
reflects the adjustment to the carrying amount of the noncontrolling interest of MRP.
During the year ended December 31, 2017, 1,040,485 share options under the MRP Share Incentive Plan
were exercised, which decreased the Company’s shareholding in MRP and the Group recognized an
increase of $96 in the Company’s additional paid-in capital which reflects the adjustment to the carrying
amount of the noncontrolling interest of MRP.
During the years ended December 31, 2017, 2016 and 2015, 2,826,644, 19,541,800 and 38,375,178
restricted shares under the MRP Share Incentive Plan were vested, which decreased the Company’s
shareholding in MRP and the Group recognized a decrease of $67, $543 and $1,740, respectively, in the
Company’s additional paid-in capital which reflects the adjustment to the carrying amount of the
noncontrolling interest of MRP.
During the year ended December 31, 2017, the total transfers from noncontrolling interests amounted to
$29, and during the years ended December 31, 2016 and 2015, the total transfers to noncontrolling interests
amounted to $1,304 and $9,108, respectively, in relation to transactions as described above. The Group
retains its controlling financial interests in MRP before and after the above transactions.
F-70
MELCO RESORTS & ENTERTAINMENT LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued
(In thousands of U.S. dollars, except share and per share data)
24. CHANGE IN SHAREHOLDING OF THE PHILIPPINE SUBSIDIARIES - continued
The schedule below discloses the effects of changes in the Company’s ownership interest in MRP on the
Company’s equity:
Net income attributable to Melco Resorts & Entertainment Limited
Transfers (to) from noncontrolling interests:
Decrease in Melco Resorts & Entertainment Limited additional
paid-in capital resulting from purchases of common shares of MRP
from the open market
Decrease in Melco Resorts & Entertainment Limited additional
paid-in capital resulting from subscription of common shares of
MRP
Decrease in Melco Resorts & Entertainment Limited additional
paid-in capital resulting from the vesting of restricted shares under
the MRP Share Incentive Plan
Increase in Melco Resorts & Entertainment Limited additional paid-in
capital resulting from the exercise of share options under the MRP
Share Incentive Plan
Year Ended December 31,
2015
2016
2017
$347,002
$175,906
$105,747
—
—
(761)
—
—
(7,368)
(67)
(543)
(1,740)
96
—
—
Changes from net income attributable to Melco Resorts & Entertainment
Limited’s shareholders and transfers from noncontrolling interests
$347,031
$174,602
$ 96,639
F-71
[THIS PAGE INTENTIONALLY LEFT BLANK]