Melco Crown (Philippines) Resorts Corporation
Asean Avenue cor. Roxas Boulevard, Brgy. Tambo, Parañaque City
Melco Resorts and Entertainment (Philippines) Corp. is principally engaged in acquiring investments and securities and was further authorized to provide financing to its group companies, as approved by the SEC on July 25, 2013.
MRP is previously known as Melco Crown (Philippines) Resorts Corporation and rebranded itself last May 2017 following the rebranding of its parent company, Nasdaq-listed Melco Resorts and Entertainment Ltd. The rebranding is ultimately due to Melco International Development Ltd. gaining majority stake while its joint venture partner, Crown Resorts Ltd has been decreasing its stake in Melco Crown Entertainment over the past few months to focus solely on its Australian projects. 2
MRP and its subsidiaries are the developer, owner and operator of casino gaming and entertainment resort facilities in the Philippines and currently operates City of Dreams (COD) Manila, an integrated hotel, gaming, retail and entertainment complex within Bagong Nayong Pilipino-Entertainment City Manila.
Below shows the revenue mix of MRP: 3
MRP and its subsidiaries’ main business, through its indirect subsidiary MCE Leisure, is the development and operation of City of Dreams Manila, an integrated hotel, gaming, retail and entertainment complex in Entertainment City.
The 71% increase in the total net revenues of MRP in 2016 was primarily driven by the improved revenues from the casino operations of City of Dreams Manila which represents 91% of the total net revenue of MRP. As a result of the higher casino revenues, the cash flow from operations is 465% higher than the previous year.
Room revenues come from the six hotel towers of Crown Towers hotel, Nobu Hotel and Hyatt City of Dreams Manila with an approximately 950 rooms in aggregate and had an increase of ₱262.1 million or 36% from 2015. 4
A comparison of City of Dreams Manila’s average daily rate, Occupancy rate and Revenue per available room (REVPAR) in 2015 and 2016 are as follows: 5
These performance indicators are not applicable in 2014 and 2013 as City of Dreams Manila had its soft opening on December 14, 2014.
MRP has the following corporate structure:6
MCE Leisure, a wholly-owned indirect subsidiary of MRP, is one of the co-licensees which developed City of Dreams Manila, along with SM Investments Corporation, Belle Corporation and Premium Leisure Amusement, Inc.
On February 16, 2017, Melco International Development Ltd. completed further acquisition of shares of Melco Resorts and Entertainment Ltd. from its joint venture partner, Crown Resorts Ltd. As a result, Melco International became the sole majority shareholder of Melco Resorts and Entertainment Ltd. and the MRP’s ultimate holding company for all purposes. 7
The Company has a single class of common shares. As of March 31, 2017:
a) the percentage ownership of stockholders of record of the total outstanding shares of MRP was 16.49% Filipino and 83.51% Foreign;
b) the number of shares outstanding of MRP is 5,662,897,278; and
c) the number of shareholders of MRP is 425.
The following are the MRP’s top 5 shareholders as of March 31, 2017:
The table below sets forth each member of the Board and Executive Officers of MRP as of December 31, 2016: 9
Clarence Yuk Man Chung was appointed as Chairman and President of the Company on December 19, 2012 and has more than twenty five years of experience in the finance industry in various capacities as a chief financial officer, an investment banker and a mergers and acquisitions specialist.
He held the following positions in different companies:
- Obtained a master degree in business administration from the Kellogg School of Management at Northwestern University and The Hong Kong University of Science and Technology.
- He is a member of the Hong Kong Institute of Certified Public Accountants and the Institute of Chartered Accountants in England and Wales.
- He has been the Chairman and Chief Executive Officer of Entertainment Gaming Asia Inc., a NASDAQ listed company, since August 2008 and October 2008.
- He was appointed as Director of Melco in November 2006 and has been an Executive Director of Melco International since May 2006.
Jose F. Buenaventura is currently a senior partner of Romulo Mabanta Buenaventura Sayoc & de los Angeles
- He sits in the boards of various companies, including Cebu Pacific Air, BDO Unibank, Inc. (Independent Director), GROW, Inc., GROW Holdings, Inc., La Concha Land Investments Corporation, Philippine First Insurance Co., Inc., Philam Plans, Inc., Techzone Philippines, Inc., The Country Club, Inc., Total Consolidated Asset Management, Inc., and Turner Entertainment Manila, Inc.
- He is the President and a director of Consolidated Coconut Corporation and Milano Co., Inc.
- A Director and the Corporate Secretary of 2B3C Foundation, Inc., and the Corporate Secretary of Capital Managers and Advisors, Inc.
William Todd Nisbet, as the Executive Vice President – Strategy & Development at Crown, is responsible for all development and new business opportunities for Crown.
- Prior to joining Crown, Mr. Nisbet was one of the original founding members of the Wynn Resorts management team holding the position of Executive Vice President – Project Director from August 2000 through July 2007 for Wynn Design and Development, a development subsidiary of Wynn Resorts Limited (“Wynn”), an operator of casinos and integrated resorts.
- Prior to joining Wynn, Nisbet was the Vice President of Operations for Marnell Corrao Associates from 1986 to 2000 and was responsible for managing various aspects of the construction of some of Las Vegas’ most elaborate and industry-defining properties.
John William Crawford is the current chairman of the MRP’s Audit and Risk Committee and member of the Compensation Committee and Nominating and Corporate Governance Committee.
- He was also 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.
- In November 2011, Mr. Crawford was appointed as a member of the conflicts committee of Melco’s subsidiary Studio City International Holdings Limited and resigned from this position on January 10, 2017.
Johann M. Albano was appointed as Director of the Company and is also the Vice President of Dole Asia from 2009 to present. He holds a Master’s Degree in Business Administration from J.L. Kellogg School of Management and HKUST Business School.
Geoffry Philip Andres is the Property President / Chief Operating Officer of MRP and was most recently the Chief Executive Officer and Executive Director on the Board of Aquis Entertainment Limited in Canberra, Australia responsible for an existing casino, and assisting with the development and acquisition of additional casinos.
- from September 2011 until April 2015, he was Senior Vice-President and General Manager of Sands Macau responsible for its overall operations
- from December 2010 to September 2011, he was Vice-President, Slots for all of Sands China Limited, including The Venetian Macao, Sands Macao, and The Plaza Macao
- from June 2005 to December 2010, he was the Vice-President and General Manager for Harrah’s Ak-Chin Casino Resort in Arizona
Donald Nori Tateishi is the Treasurer of MRP and was most recently connected with Station Casinos as Vice President of Finance. Previously, he held chief financial officer roles for several gaming technology companies. He received his Master’s in Business Administration from the Fuqua School of Business at Duke University.
There are no family relationships up to the fourth civil degree, either by consanguinity or affinity, among Directors, Executive Officers or persons nominated or chosen by the registrant to become Directors or Executive Officers.
No dividend was declared for the year ended December 31, 2015 and 2016.
Doubling Capital Stock11
On June 26, 2017, included in the additional amendments made to the Articles of incorporation of MRP is the increase of its Authorized Capital Stock from PHP5,900,000,000.00 divided into 5,900,000,000 shares of stock with par value of PHP1.00 each to PHP11,900,000,000.00 divided into 11,900,000,000 shares of stock with par value of PHP1.00 each. MRP increased its authorized capital stock in preparation for any potential fund raising opportunities, in the form of equity offering, to repay outstanding indebtedness, fund growth and expansion, and for general corporate purposes.
Outstanding Long-term Debt12
MRP has long-term debt of ₱14.8 billion which will mature in 2019 and priced at par of 100% of the principal amount of ₱15.0 billion. The increase in debt during the year solely represents the amortization of deferred financing costs. Issuance of the Senior Notes was completed on January 24, 2014 and the net proceeds were used for funding the City of Dreams Manila project, refinancing of debt and general corporate purposes. The said long-term debt is 35.62% of MRP’s total assets.
MRP as the world’s top-performing casino stock in the beginning of 2017
MRP has been the best-performing casino stock in the world, as reported by Bloomberg last May 2017, having Chinese tourists as the biggest contributor. Since the end of 2015, Melco Crown Philippines has returned almost eight times more than a Bloomberg Intelligence index of global casino stocks.13
Furthermore, the Duterte’s public support for the need to establish better relations between the Philippines and China has reportedly lead to a 25% increase in Chinese tourist in the first two months of 2017. 14
Another factor to the MRP’s stock success can also be linked to the ban on phone gambling in Macau last year, where Melco Resorts and Entertainment Ltd. owns four casinos. Due to this, the players in Macau place bets at COD via phone while watching the game play out through a live video stream. 15
- MRP increased its authorized capital stock in preparation to potential fund raising.
- MRP rebranded itself following the rebranding of its parent company due to Crown Resorts’ stake reduction.
- There is a change in board composition of MRP on February 1, 2017 wherein three directors, William Todd Nisbet and Liberty Sambua, as well as James Andrew Charles MacKenzie, resigned as Directors and Independent Director, respectively. On the same date, John William Crawford was appointed to replace Mr. MacKenzie as an Independent Director of the Company. The size of the board reduced from nine members to seven.
- MRP became the world’s top-performing stock in the beginning of 2017 where Chinese tourists are seen to be the biggest contributor. Due to this, MRP can be materially and adversely affected by certain policies implemented by the Chinese government that may lead to a decline in the number of patrons visiting COD.
- Belle Corporation, one of the co-licensees that developed City of Dreams Manila, is planning for a second casino in the Philippines with MRP. 16 Belle is filing an application with PAGCOR to put up another casino once it identifies a second location outside Metro Manila. Also, Belle is eyeing contiguous sites to expand City of Dreams that may serve as the expansion area for the non-gaming components of the integrated resort.17 However, there is no confirmation yet with MRP as of the date of this report.18
- Due to the Supreme Court decision in 2016, PAGCOR is ordering its Entertainment City licensees, which includes MRP, to immediately restore the 10% license fee cut that was temporarily granted in 2014. This will increase the Government’s share on gross gaming income from non-high roller tables, slot machines and electronic gaming machines from 15% to 25% and on the gross gaming revenues from high roller tables and junket operations from 5% to 15%.19
- MRP SEC 17-A 2015 & 2016, https://goo.gl/9jL3yQ
- Melco Crown Philippines To Rebrand After Crown Selloff, https://goo.gl/y8vh8B
- MRP SEC 17-A 2016, p. 74 https://goo.gl/9jL3yQ
- MRP SEC 17-A 2016, p. 30 https://goo.gl/9jL3yQ
- MRP SEC 17-A 2016, p. 31 & 37 https://goo.gl/9jL3yQ
- MRP SEC 17-A 2016, p. 154 https://goo.gl/9jL3yQ
- MRP SEC 17-A 2016, p. 5 https://goo.gl/9jL3yQ
- MRP SEC 17-A 2016, p. 26 https://goo.gl/9jL3yQ
- MRP SEC 17-A 2016, p. 45 https://goo.gl/9jL3yQ
- MRP SEC 17-A 2016, p. 49 https://goo.gl/9jL3yQ
- MRP SEC 17-C 2017 Amendments to Articles of Incorporation, https://goo.gl/xRw5ox
- MRP SEC 17-A 2016, p. 34 https://goo.gl/9jL3yQ
- This Is the Best-Performing Casino Stock in the World, https://goo.gl/zMZwAA
- Duterte’s Pro China Policy Helps Make Melco Crown Philippines the Hottest Stock in the World, https://goo.gl/EtoqjM
- This Is the Best-Performing Casino Stock in the World, https://goo.gl/zMZwAA
- Belle Corporation looking to expand Philippines casino footprint, https://goo.gl/GCBjXv
- Belle considers City of Dreams Manila expansion, https://goo.gl/EvTfqR
- MRP SEC 17-C 2017 Clarification of News Reports, https://goo.gl/cgXecQ
- Pagcor Orders 4 Casinos to Pay Higher License Fees, https://goo.gl/Fn4Bwf