Melco Resorts & Entertainment Ltd. Files 20-F Annual Report

TL;DR

<b>Melco Resorts & Entertainment Ltd. filed its 20-F annual report, detailing financial performance metrics and operational aspects.</b>

AI Summary

Melco Resorts & Entertainment LTD (MLCO) filed a Foreign Annual Report (20-F) with the SEC on March 22, 2024. Melco Resorts & Entertainment Ltd. filed its 20-F annual report for the period ending December 31, 2023. The filing details management fee expenses for services provided by senior management of Melco International. Adjusted property EBITDA is defined as net loss before various expenses, used to measure operating performance. Goodwill of $81,582 arose from the 2006 acquisition of Mocha Slot Group Limited. Restricted cash included bank time deposits of $124,556 as of December 31, 2023.

Why It Matters

For investors and stakeholders tracking Melco Resorts & Entertainment LTD, this filing contains several important signals. The report provides specific definitions and calculations for key performance indicators like Adjusted property EBITDA, crucial for understanding the company's operational profitability. Details on restricted cash and bank guarantees offer insight into the company's financial commitments and liquidity management, particularly concerning Macau government obligations.

Risk Assessment

Risk Level: medium — Melco Resorts & Entertainment LTD shows moderate risk based on this filing. The company's reliance on Macau gaming concessions and associated regulatory obligations presents a medium-risk factor, as evidenced by the bank guarantees provided to the Macau government.

Analyst Insight

Investors should review the detailed financial metrics and risk factors outlined in the 20-F to assess the company's performance and future outlook.

Key Numbers

• 81,582 — Goodwill (Gross amount of goodwill as of December 31, 2023)
• 124,556 — Restricted Cash (Non-current portion of restricted cash as of December 31, 2023)
• 50,971 — Restricted Cash (Current portion of restricted cash as of December 31, 2022)
• 124,319 — Bank Guarantee (Equivalent USD amount of MOP 1,000,000 bank guarantee)

Key Players & Entities

• Melco Resorts & Entertainment LTD (company) — Filer
• Melco International (company) — Provider of senior management services
• Mocha Slot Group Limited (company) — Acquired entity
• Melco Resorts Macau (company) — Subsidiary providing bank guarantees
• Macau government (regulator) — Recipient of bank guarantees
• MOP 820,000 (dollar_amount) — Amount of a bank guarantee
• MOP 1,000,000 (dollar_amount) — Amount of a bank guarantee
• 2023-12-31 (date) — Reporting period end date

FAQ

Risk Factors

• Macau Gaming Concession Obligations [medium — regulatory]: The company provides bank guarantees to the Macau government to secure fulfillment of legal and contractual obligations, including labor liabilities.

Key Dates

• 2023-12-31: Fiscal Year End — End of the reporting period for the 20-F filing.
• 2024-03-22: Filing Date — Date the 20-F form was submitted to the SEC.

Glossary

Adjusted property EBITDA

Net loss 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, Corporate and Other expenses, and other non-operating income and expenses. (Used to measure the operating performance of its properties and compare with competitors.)

Key Financial Figures

• $13.65 billion — 2015 Credit Facilities" refers to the HK$13.65 billion (equivalent to US$1.75 billion) senior
• $1.75 billion — o the HK$13.65 billion (equivalent to US$1.75 billion) senior secured credit facilities agree
• $3.90 billion — ong Kong dollar term loan facility of HK$3.90 billion (equivalent to US$500.0 million) with a
• $500.0 million — ity of HK$3.90 billion (equivalent to US$500.0 million) with a term of six years and (ii) a HK
• $9.75 billion — ) with a term of six years and (ii) a HK$9.75 billion (equivalent to US$1.25 billion) revolvi
• $1.25 billion — (ii) a HK$9.75 billion (equivalent to US$1.25 billion) revolving credit facility, and followi
• $1.0 million — costs on May 7, 2020, other than the HK$1.0 million (equivalent to US$0.1 million) which re
• $0.1 million — han the HK$1.0 million (equivalent to US$0.1 million) which remains outstanding under the te
• $14.85 billion — der which lenders have made available HK$14.85 billion (equivalent to US$1.92 billion) in a re
• $1.92 billion — lable HK$14.85 billion (equivalent to US$1.92 billion) in a revolving credit facility for a t
• $234.0 million — facilities in an aggregate amount of HK$234.0 million (equivalent to US$30.0 million), which
• $30.0 million — nt of HK$234.0 million (equivalent to US$30.0 million), which consist of a HK$233.0 million (
• $233.0 million — US$30.0 million), which consist of a HK$233.0 million (equivalent to US$29.9 million) revolvi
• $29.9 million — of a HK$233.0 million (equivalent to US$29.9 million) revolving credit facility and a HK$1.0
• $600.0 million — 2024 Studio City Notes" refers to the US$600.0 million aggregate principal amount of 7.25% sen

Filing Documents

• d520585d20f.htm (20-F) — 4982KB
• d520585dex224.htm (EX-2.24) — 1636KB
• d520585dex81.htm (EX-8.1) — 14KB
• d520585dex121.htm (EX-12.1) — 10KB
• d520585dex122.htm (EX-12.2) — 10KB
• d520585dex131.htm (EX-13.1) — 4KB
• d520585dex132.htm (EX-13.2) — 4KB
• d520585dex151.htm (EX-15.1) — 6KB
• d520585dex152.htm (EX-15.2) — 4KB
• d520585dex153.htm (EX-15.3) — 4KB
• d520585dex971.htm (EX-97.1) — 29KB
• g520585g0314160534330.jpg (GRAPHIC) — 2KB
• g520585g26m26.jpg (GRAPHIC) — 105KB
• g520585image2.jpg (GRAPHIC) — 3KB
• g520585stamppage187.jpg (GRAPHIC) — 4KB
• 0001193125-24-074554.txt (&nbsp;) — 22790KB
• mlco-20231231.xsd (EX-101.SCH) — 170KB
• mlco-20231231_cal.xml (EX-101.CAL) — 103KB
• mlco-20231231_def.xml (EX-101.DEF) — 821KB
• mlco-20231231_lab.xml (EX-101.LAB) — 1021KB
• mlco-20231231_pre.xml (EX-101.PRE) — 1037KB
• d520585d20f_htm.xml (XML) — 3664KB

IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS

ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS 12

OFFER STATISTICS AND EXPECTED TIMETABLE

ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE 12

KEY INFORMATION

ITEM 3. KEY INFORMATION 13 A. [RESERVED] 13 B. CAPITALIZATION AND INDEBTEDNESS 13 C. REASONS FOR THE OFFER AND USE OF PROCEEDS 13 D. RISK FACTORS 14

INFORMATION ON THE COMPANY

ITEM 4. INFORMATION ON THE COMPANY 78 A. HISTORY AND DEVELOPMENT OF THE COMPANY 78 B. BUSINESS OVERVIEW 79 C. ORGANIZATIONAL STRUCTURE 118 D. PROPERTY, PLANT AND EQUIPMENT 120

UNRESOLVED STAFF COMMENTS

ITEM 4A. UNRESOLVED STAFF COMMENTS 120

OPERATING AND FINANCIAL REVIEW AND PROSPECTS

ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS 120 A. OPERATING RESULTS 120 B. LIQUIDITY AND CAPITAL RESOURCES 132 C. RESEARCH AND DEVELOPMENT, PATENTS AND LICENSES, ETC. 139 D. TREND INFORMATION 139 E. CRITICAL ACCOUNTING ESTIMATES 140

DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES 146 A. DIRECTORS AND SENIOR MANAGEMENT 146 B. COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS 151 C. BOARD PRACTICES 152 D. EMPLOYEES 158 E. SHARE OWNERSHIP 159 F. DISCLOSURE OF A REGISTRANT'S ACTION TO RECOVER ERRONEOUSLY AWARDED COMPENSATION 163

MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS 163 A. MAJOR SHAREHOLDERS 163 B. RELATED PARTY TRANSACTIONS 165 C. INTERESTS OF EXPERTS AND COUNSEL 166

FINANCIAL INFORMATION

ITEM 8. FINANCIAL INFORMATION 166 A. CONSOLIDATED STATEMENTS AND OTHER FINANCIAL INFORMATION 166 B. SIGNIFICANT CHANGES 167

THE OFFER AND LISTING

ITEM 9. THE OFFER AND LISTING 167 A. OFFERING AND LISTING DETAILS B. PLAN OF DISTRIBUTION C. MARKETS D. SELLING SHAREHOLDERS E. DILUTION F. EXPENSES OF THE ISSUE

ADDITIONAL INFORMATION

ITEM 10. ADDITIONAL INFORMATION 167 A. SHARE CAPITAL 167 B. MEMORANDUM AND ARTICLES OF ASSOCIATION 167 i Table of Contents Page C. MATERIAL CONTRACTS 178 D. EXCHANGE CONTROLS 178 E. TAXATION 178 F. DIVIDENDS AND PAYING AGENTS 184 G. STATEMENT BY EXPERTS 184 H. DOCUMENTS ON DISPLAY 184 I. SUBSIDIARY INFORMATION 184 J. ANNUAL REPORT TO SECURITY HOLDERS 184

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 185

DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES 186 A. DEBT SECURITIES 186 B. WARRANTS AND RIGHTS 186 C. OTHER SECURITIES 186 D. AMERICAN DEPOSITARY SHARES 186 PART II 187

DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES

ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES 187

MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS

ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS 187

CONTROLS AND PROCEDURES

ITEM 15. CONTROLS AND PROCEDURES 188

[RESERVED]

ITEM 16. [RESERVED] 189

AUDIT COMMITTEE FINANCIAL EXPERT

ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT 189

CODE OF ETHICS

ITEM 16B. CODE OF ETHICS 189

PRINCIPAL ACCOUNTANT FEES AND SERVICES

ITEM 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES 189

EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES

ITEM 16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES 190

PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS

ITEM 16E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS 190

CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT

ITEM 16F. CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT 191

CORPORATE GOVERNANCE

ITEM 16G. CORPORATE GOVERNANCE 191

MINE SAFETY DISCLOSURE

ITEM 16H. MINE SAFETY DISCLOSURE 191

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

ITEM 16I. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS 191

INSIDER TRADING POLICIES

ITEM 16J. INSIDER TRADING POLICIES 192

CYBERSECURITY

ITEM 16K. CYBERSECURITY 193 PART III 194

FINANCIAL STATEMENTS

ITEM 17. FINANCIAL STATEMENTS 194

FINANCIAL STATEMENTS

ITEM 18. FINANCIAL STATEMENTS 194

EXHIBITS

ITEM 19. EXHIBITS 195

SIGNATURES

SIGNATURES 201 INDEX TO CONSOLIDATED FINANCIAL STATEMENTS F-1 ii Table of Contents INTRODUCTION In this annual report on Form 20-F, unless otherwise indicated: "2015 Credit Facilities" refers to the HK$13.65 billion (equivalent to US$1.75 billion) senior secured credit facilities agreement dated June 19, 2015, entered into by Melco Resorts Macau, as borrower, comprising (i) a Hong Kong dollar term loan facility of HK$3.90 billion (equivalent to US$500.0 million) with a term of six years and (ii) a HK$9.75 billion (equivalent to US$1.25 billion) revolving credit facility, and following the repayment of all outstanding loan amounts, together with accrued interest and associated costs on May 7, 2020, other than the HK$1.0 million (equivalent to US$0.1 million) which remains outstanding under the term loan facility, with a maturity date extended to June 24, 2024, and the HK$1.0 million (equivalent to US$0.1 million) revolving credit facility commitment which remains available under the revolving credit facility, all other commitments under the 2015 Credit Facilities were canceled; "2020 Credit Facilities" refers to the senior facilities agreement dated April 29, 2020, entered into between, among others, MCO Nominee One, our subsidiary and as borrower, and Bank of China Limited, Macau Branch, Bank of Communications Co., Ltd. Macau Branch and Morgan Stanley Senior Funding, Inc., as joint global coordinators, under which lenders have made available HK$14.85 billion (equivalent to US$1.92 billion) in a revolving credit facility for a term of five years, and which have been amended and restated under the 2023 Amendment and Restatement; "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 (equival

View Full Filing

View this 20-F filing on SEC EDGAR