Annual Report of 2015
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CELEBRATING 8 YEARS IN MACAU ANNUAL REPORT OF 2015 CONTENTS Corporate Information 2 Financial Highlights 3 Chairperson’s Statement 4 Directors and Senior Management 10 Management Discussion and Analysis 20 Sustainability 44 Corporate Governance Report 64 Report of the Directors 81 Consolidated Financial Statements Independent Auditor’s Report 117 Consolidated Statement of Profit or Loss and Other Comprehensive Income 120 Consolidated Statement of Financial Position 121 Consolidated Statement of Changes in Equity 123 Consolidated Statement of Cash Flows 124 Notes to the Consolidated Financial Statements 126 Financial Summary 202 Glossary 203 1 CELEBRATING 8 YEARS IN MACAU CORPORATE INFORMATION BOARD OF DIRECTORS LEGAL ADVISORS EXECUTIVE DIRECTORS As to Hong Kong law: James Joseph Murren (Chairperson) Herbert Smith Freehills Pansy Catilina Chiu King Ho (Co-Chairperson) 23rd Floor, Gloucester Tower, 15 Queen’s Road Central Chen Yau Wong Hong Kong William Joseph Hornbuckle As to Macau law: Grant R. Bowie (Chief Executive Officer) DSL Lawyers NON-exeCUTIVE DIRECTORS Avenida da Praia Grande no. 409 China Law Building 16th Floor William M. Scott IV Macau Daniel J. D’Arrigo Kenneth A. Rosevear REGISTERED OFFICE IN INDEPENDENT NON-exeCUTIVE DIRECTORS CAYMAN ISLANDS Zhe Sun 190 Elgin Avenue Sze Wan Patricia Lam George Town Peter Man Kong Wong Grand Cayman KY1-9005 Russell Francis Banham Cayman Islands AUDIT COMMITTEE PRINCIPAL PLACE OF BUSINESS AND Russell Francis Banham (Chairperson) HEAD OFFICE IN MACAU Daniel J. D’Arrigo Avenida Dr. Sun Yat Sen, Edifício MGM MACAU Zhe Sun NAPE, Macau Peter Man Kong Wong PLACE OF BUSINESS IN HONG KONG REMUNERATION COMMITTEE REGISTERED UNDER PART 16 OF THE Zhe Sun (Chairperson) COMPANIES ORDINANCE Pansy Catilina Chiu King Ho William Joseph Hornbuckle 1402 China Merchants Tower Sze Wan Patricia Lam 200 Connaught Road Peter Man Kong Wong Central, Hong Kong Russell Francis Banham HONG KONG LISTED SHARE NOMINATION AND CORPORATE REGISTRAR GOVERNANCE COMMITTEE Computershare Hong Kong Investor Services Limited Sze Wan Patricia Lam (Chairperson) Shops 1712-1716, 17th Floor William M. Scott IV Hopewell Centre Chen Yau Wong 183 Queen’s Road East Zhe Sun Wanchai, Hong Kong Peter Man Kong Wong CAYMAN ISLANDS UNLISTED SHARE Russell Francis Banham REGISTRAR AND TRANSFER OFFICE COMPANY SECRETARY Intertrust Corporate Services (Cayman) Limited Antonio Jose Menano 190 Elgin Avenue George Town, Grand Cayman KY1-9005 AUTHORIZED REPRESENTATIVES Cayman Islands Antonio Jose Menano COMPANY WEBSITE William M. Scott IV www.mgmchinaholdings.com AUDITOR STOCK CODE Deloitte Touche Tohmatsu Certified Public Accountants 2282 2 ANNUAL REPORT OF 2015 FINANCIAL HIGHLIGHTS For the year ended December 31, 2015 2014 HK$’000 HK$’000 Casino revenue 16,841,551 25,137,933 Other revenue 328,902 316,363 Total revenue 17,170,453 25,454,296 Adjusted EBITDA (unaudited) 4,668,960 7,104,697 Profit attributable to owners of the Company 3,112,515 5,706,943 Earnings per Share — Basic and Diluted HK$0.82 HK$1.50 3 CELEBRATING 8 YEARS IN MACAU 4 ANNUAL REPORT OF 2015 CHAIRPERSON’S STATEMENT We are adapting our business to the current conditions. Our goal is to drive revenue across the business with a focus on main floor customers, which is where we see the most opportunity at present. We are also redesigning our main floor layout to improve traffic flow and operating efficiencies. Beyond this, we are committed to continuing to bring exciting and memorable events to our property in support of Macau Government’s vision for diversification and developing the city as a world-class tourism destination. 5 CELEBRATING 8 YEARS IN MACAU CHAIRPERSON’S STATEMENT JAMES JOSEPH MURREN Chairperson Dear Shareholders, The 2007 opening of MGM Macau, the 2011 IPO of MGM China Holdings Limited on the Hong Kong As “eight” is an auspicious number in Asia, we are Stock Exchange and paid our first dividend to proud to celebrate our eighth year in operations in shareholders in 2012, in 2013 we were awarded the 2015. During our eight years in Macau, MGM China land concession to develop our second property has achieved great business milestones, including: in Macau and we broke ground on MGM COTAI, in 6 ANNUAL REPORT OF 2015 2015 we celebrated the topping off of MGM COTAI to MGM MACAU. Investing in our local businesses and were awarded “Most Honored Company” in the has also been a consistent priority with over 80% of gaming and lodging sector by Institutional Investor. our procurement going to local Macau businesses. This year we took our focus on local small and Over the past eight years, MGM has also established medium sized enterprises a step further by hosting itself as a Macau business with a genuine our first in a series of quarterly business matching commitment to the local community. Our staff of sessions and initiating the MGM Small and Medium- approximately 5,800 is approximately 80% local, sized Enterprise Advisory Committee. as is our management team. MGM has invested in the diversification of Macau by bringing world class We take great pride in both our financial and art to both entertain our local community and drive social achievements over the past eight years in international visitation. Over the years we have Macau. However, more recently the market has brought Sandro Botticelli, the Biennial of the Lions, been significantly challenging as it goes through a Red Sandalwood Art Exhibition, and more recently transition period. While from our first year of opening contemporary Portuguese artist Joana Vasconcelos our management team improved the Adjusted 7 CELEBRATING 8 YEARS IN MACAU CHAIRPERSON’S STATEMENT EBITDA of MGM China by a multiple of over six times we are committed to continuing to bring exciting to a record of HK$7.1 billion in 2014, making MGM the and memorable events to our property in support most profitable property in terms of EBITDA per room of Macau Government’s vision for diversification in the market, 2015 was a difficult year with market and developing the city as a world-class tourism GGR down 34%. MGM was able to manage through destination. this with sharp cost adjustments and focus by our management team, allowing us to maintain margins 2016 will be an exciting year for MGM. While we despite the rapid adjustments in the Macau market. continue to manage costs and run our operations in a disciplined manner, we are ramping up in preparation We are adapting our business to the current for the launch of our second resort in Macau, MGM conditions. Our goal is to drive revenue across the COTAI. With the integrated resort having topped off business with a focus on main floor customers, which in November 2015, we now expect to celebrate the is where we see the most opportunity at present. We opening of the iconic building in Macau by the end are also redesigning our main floor layout to improve of the first quarter 2017. MGM has always created traffic flow and operating efficiencies. Beyond this, its own energy and excitement. When completed, 8 ANNUAL REPORT OF 2015 MGM COTAI in March 2016 our new resort will provide a truly unique MGM draw visitors from around the world. Our Spectacle, experience with approximately 1,500 hotel rooms, situated at the heart of the resort, will be enriched up to 1,500 slot machines and 500 gaming tables. with incredible experiential technology elements to I am certain the opening of MGM COTAI will bring wow our guests. MGM COTAI will represent what never been seen before experiences to the visitors of we are known for and Make Great Moments for our Macau. customers. MGM as a brand is synonymous with entertainment. We look forward to a future of growth and prosperity With almost twice the square footage of what we with our team members and the Macau community. have at MGM MACAU, MGM COTAI’s scale will allow us to develop what we are known for around the world with diversified entertainment offerings. Our theater will be a transformable space, the first James J. Murren of its kind in Asia and the only in the world at this Chairperson scale, offering a wide range of entertainment to 9 CELEBRATING 8 YEARS IN MACAU DIRECTORS AND SENIOR MANAGEMENT 10 11 9 12 1. Pansy Ho 7. Bill Hornbuckle 6 7 8 5 2 2. Jim Murren 8. Zhe Sun 4 3 1 3. Grant Bowie 9. Ken Rosevear 4. Russell Banham 10. Peter Wong 5. CY Wong 11. William Scott 6. Patti Lam 12. Dan D’Arrigo 10 ANNUAL REPORT OF 2015 MEMBERS OF OUR BOARD Executive Directors James Joseph Murren, aged 54, is the Chairperson and an Executive Director of MGM China Holdings Limited. Mr. Murren is the Chairman and Chief Executive Officer of MGM Resorts International. He has served as a director of MGM Grand Paradise since January 19, 2010. In 1998, Mr. Murren joined MGM Grand Inc. (a predecessor of MGM Resorts International) as Chief Financial Officer and a member of the board. He completed significant acquisitions over the next seven years, overseeing the transformation of MGM Resorts International into one of the world’s leading gaming companies. In 1999, the board promoted Mr. Murren to President and then to Chief Operating Officer in 2007. As Chief Financial Officer, Mr. Murren directed the implementation of an extensive reorganization of MGM Grand Inc. and started the development of CityCenter. Before he joined MGM Grand Inc., Mr. Murren served as a Managing Director of U.S. Equity Research at Deutsche Bank AG. Mr. Murren graduated with a Bachelor’s degree in art history and urban studies from Trinity College, Hartford in 1983. Prior to joining the board of MGM Grand Paradise, Mr.