Form 6-K Melco Resorts & Entertai For: May 27

FORM 6-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

REPORT OF FOREIGN ISSUER

PURSUANT TO RULE 13a–16 OR 15d–16

OF THE SECURITIES EXCHANGE ACT OF 1934

For the month of May 2022

Commission File Number: 001-33178

MELCO RESORTS & ENTERTAINMENT LIMITED

38^th Floor, The Centrium

60 Wyndham Street

Central

Hong Kong

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20–F or Form 40–F. Form 20-F  ☒ Form 40-F  ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):  ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):  ☐

MELCO RESORTS & ENTERTAINMENT LIMITED

Form 6–K

TABLE OF CONTENTS

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: May 27, 2022

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EXHIBIT INDEX

Exhibit 99.1

Explanatory Note

Melco Resorts Finance Limited’s Quarterly Report

for the Three Months Ended March 31, 2022

This quarterly report provides Melco Resorts Finance Limited’s unaudited condensed consolidated financial statements, comprising condensed consolidated balance sheets, condensed consolidated statements of operations and condensed consolidated statements of cash flows, for the three months ended March 31, 2022, together with the related information.

Melco Resorts Finance Limited

Report for the First Quarter of 2022

TABLE OF CONTENTS

INTRODUCTION

In this quarterly report, unless otherwise indicated:

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This quarterly report includes our unaudited condensed consolidated financial statements for the three months ended March 31, 2022.

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.

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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This quarterly report 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. 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. We operate in a heavily regulated and evolving industry, and have a highly leveraged business model. Moreover, we operate in Macau’s gaming sector, a market with intense competition and where the Macau Legislative Assembly is currently considering a proposal to amend the key gaming legislation, and therefore 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. Forward-looking statements involve inherent risks and uncertainties, and a number of factors could cause actual results to differ materially from those contained in any forward-looking statement. These factors include, but are not limited to, (i) the global COVID-19 outbreak, caused by a novel strain of the coronavirus, and the continued impact of its consequences on our business, our industry and the global economy, (ii) growth of the gaming market and visitations in Macau, (iii) capital and credit market volatility, (iv) local and global economic conditions, (v) our anticipated growth strategies, (vi) gaming authority and other governmental approvals and regulations, (vii) proposed amendments to the gaming law in Macau, the extension of current gaming concessions and subconcessions and tender for new gaming concessions, and (viii) our future business development, results of operations and financial condition. In some cases, forward-looking statements can be identified by words or phrases such as “may,” “will,” “expect,” “anticipate,” “target,” “aim,” “estimate,” “intend,” “plan,” “believe,” “potential,” “continue,” “is/are likely to” or other similar expressions.

The forward-looking statements made in this quarterly report relate only to events or information as of the date on which the statements are made in this quarterly report. 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 quarterly report with the understanding that our actual future results may be materially different from what we expect.

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GLOSSARY

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EXCHANGE RATE INFORMATION

The majority of our current revenues are denominated in H.K. dollars, while our current expenses are denominated predominantly in Patacas and H.K. dollars, and in connection with a portion of our indebtedness and certain expenses, in U.S. dollars. The non-financial pages of this quarterly report include all translations from H.K. dollars to U.S. dollars and from U.S. dollars to H.K. dollars at a rate of HK$7.827482 to US$1.00, unless otherwise noted.

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 Pataca is pegged to the H.K. dollar at a rate of HK$1.00 to MOP1.03. All translations from Pataca to U.S. dollar in the non-financial pages of this quarterly report were made at the exchange rate of MOP8.062305 to US$1.00.

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FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion should be read in connection with our unaudited condensed consolidated financial statements included elsewhere in this quarterly report. Our unaudited condensed consolidated financial statements have been prepared in accordance with U.S. GAAP. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with our audited consolidated financial statements for the year ended December 31, 2021. The historical results are not necessarily indicative of the results of operations to be expected in the future. Certain statements in this “Financial Condition and Results of Operations” are forward-looking statements.

Summary of Financial Results

For the first quarter of 2022, our total operating revenues were US$401.7 million, a decrease of 14.6% from US$470.2 million of total operating revenues for the first quarter of 2021. The decrease in total operating revenues was primarily attributable to a softer performance at City of Dreams, as well as decreased casino revenues generated from the operations of Studio City Casino by our subsidiary, Melco Resorts Macau, the gaming subconcessionaire. Such decrease mainly resulted from heightened border restrictions in Macau related to COVID-19 in the first quarter of 2022. Net income/loss from Studio City Casino gaming operations are reimbursed to/from Studio City Entertainment pursuant to the Services and Right to Use Arrangements. Such reimbursement is included in general and administrative expenses.

Net loss for the first quarter of 2022 was US$123.8 million, compared to net loss of US$144.1 million for the first quarter of 2021. The decrease in net loss was primarily attributable to lower bad debt provisions and our cost containment efforts, partially offset by softer performance of City of Dreams mentioned above.

The following summarizes the results of our operations:

Results of Operations

City of Dreams First Quarter Results

For the quarter ended March 31, 2022, total operating revenues at City of Dreams were US$278.2 million, compared to US$321.8 million in the first quarter of 2021. The decrease in the total operating revenues was primarily a result of softer performance in the mass market table games segment.

Rolling chip volume was US$2.45 billion for the first quarter of 2022 versus US$4.13 billion in the first quarter of 2021. The rolling chip win rate was 3.93% in the first quarter of 2022 versus 2.36% in the first quarter of 2021. The expected rolling chip win rate range is 2.85% - 3.15%.

Mass market table games drop decreased to US$552.5 million in the first quarter of 2022, compared with US$730.9 million in the first quarter of 2021. The mass market table games hold percentage was 30.6% in the first quarter of 2022, compared to 31.7% in the first quarter of 2021.

Gaming machine handle for the first quarter of 2022 was US$380.1 million, compared with US$510.2 million in the first quarter of 2021. The gaming machine win rate was 3.4% in the first quarter of 2022 versus 3.3% in the first quarter of 2021.

Total non-gaming revenue at City of Dreams in the first quarter of 2022 was US$58.8 million, compared with US$65.3 million in the first quarter of 2021.

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Altira Macau First Quarter Results

For the quarter ended March 31, 2022, total operating revenues at Altira Macau were US$14.0 million, compared to US$14.4 million in the first quarter of 2021.

In the first quarter of 2021, rolling chip volume was US$1.10 billion and the rolling chip win rate was 1.60%. The expected rolling chip win rate range is 2.85% - 3.15%.

In the mass market table games segment, drop was US$44.4 million in the first quarter of 2022 versus US$51.4 million in the first quarter of 2021. The mass market table games hold percentage was 26.3% in the first quarter of 2022, compared with 19.1% in the first quarter of 2021.

Gaming machine handle for the first quarter of 2022 was US$50.5 million, compared with US$60.2 million in the first quarter of 2021. The gaming machine win rate was 4.1% in the first quarter of 2022 versus 3.9% in the first quarter of 2021.

Total non-gaming revenue at Altira Macau in the first quarter of 2022 was US$2.4 million, compared with US$3.1 million in the first quarter of 2021.

Mocha Clubs First Quarter Results

Total operating revenues from Mocha Clubs were US$21.2 million in the first quarter of 2022, compared to US$17.8 million in the first quarter of 2021.

Gaming machine handle for the first quarter of 2022 was US$478.1 million, compared with US$415.2 million in the first quarter of 2021. The gaming machine win rate was 4.4% in the first quarter of 2022 versus 4.3% in the first quarter of 2021.

Other Factors Affecting First Quarter Earnings

Total net non-operating expenses for the first quarter of 2022 were US$60.1 million, which mainly included interest expenses of US$60.3 million, compared to total net non-operating expenses of US$61.7 million for the first quarter of 2021, which mainly included interest expenses of US$57.7 million, net of amounts capitalized.

Liquidity and Capital Resources

We have relied and intend to rely on cash generated from our operations and debt and equity financings to meet our financing needs and repay our indebtedness, as the case may be. We expect to have significant capital expenditures in the future as we continue to develop our properties. 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 March 31, 2022, we held cash and cash equivalents of US$701.5 million and restricted cash of US$0.3 million. Further, HK$10.41 billion (equivalent to approximately US$1.33 billion) of the revolving credit facility under the 2020 Credit Facilities and HK$1.0 million (equivalent to approximately US$0.1 million) of the revolving credit facility under the 2015 Credit Facilities were available for future drawdown, subject to satisfaction of certain conditions precedent.

Cash Flows

The following table sets forth a summary of our cash flows for the periods indicated:

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Operating Activities

Operating cash flows are generally affected by changes in operating income and accounts receivable related to 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 that are conducted primarily on a cash basis.

Net cash used in operating activities was US$148.9 million for the first quarter of 2022, compared to net cash used in operating activities of US$94.7 million for the first quarter of 2021. The change was primarily due to increased working capital used for operations.

Investing Activities

Net cash used in investing activities was US$202.6 million for the first quarter of 2022, compared to US$31.2 million for the first quarter of 2021.The change was primarily due to the funds to an affiliated company.

Net cash used in investing activities of US$202.6 million for the first quarter of 2022 mainly included funds to an affiliated company of US$191.9 million and payments for the acquisition of property and equipment of US$10.8 million.

Net cash used in investing activities of US$31.2 million for the first quarter of 2021 mainly included payments for the acquisition of property and equipment of US$31.5 million.

Payments for the acquisition of property and equipment for the first quarters of 2022 and 2021 were mainly associated with our development projects as well as enhancement to our integrated resort offerings.

Financing Activities

Net cash provided by financing activities amounted to US$170.3 million for the first quarter of 2022, which primarily represented the proceeds from the drawdown of the revolving credit facility under the 2020 Credit Facilities of US$170.0 million.

Net cash provided by financing activities amounted to US$6.4 million for the first quarter of 2021, which primarily represented the proceeds from the issuance of the Additional 2029 Senior Notes of US$258.1 million, which priced at 103.250% of the principal amount, partially offset by the repayment of the outstanding revolving credit facility under the 2020 Credit Facilities of US$249.9 million.

Indebtedness

The following table presents a summary of our gross indebtedness as of March 31, 2022:

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On February 23, 2022, MCO Nominee One drew down US$170.0 million under the 2020 Credit Facilities.

On April 6, 2022, MCO Nominee One further drew down US$250.0 million under the 2020 Credit Facilities.

US$340.0 million of the foregoing two drawdowns has been advanced to Melco for working capital and general corporate purposes.

On May 4, 2022, the maturity date of the 2015 Credit Facilities was extended to December 31, 2022 pursuant to an extension request letter.

Recent Developments

Uncertainty around COVID-19 outbreaks and related restrictions continue to have a material effect on our operations, financial position, and future prospects into the second quarter of 2022.

Our operations remain impacted by travel restrictions and quarantine requirements. A series of COVID-19 outbreaks in China in mid-January 2022 led to a tightening of border controls for entry from Guangdong province and a reduction in the validity period of a negative COVID test from 7 days to 48 hours. Shortly thereafter, the validity period was further reduced to 24 hours until the end of January. The validity period increased to 48 hours until mid-March when it was reduced back to 24 hours in response to increasing COVID-19 cases in China. This restriction remained until April 20, 2022, when the Macau government increased the negative COVID test validity period for entry from Guangdong province back up to 48 hours, and then to 72 hours on April 25, 2022.

Uncertainty around COVID-19 outbreaks will continue into 2022 with travel bans or restrictions, visa restrictions and quarantine requirements being key factors impacting 2022 performance. We remain confident in the pent-up demand for Macau as an international tourism destination and believe in a strong recovery once travel restrictions are relaxed.

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Melco Resorts Finance Limited

Index To Unaudited Condensed Consolidated Financial Statements

For the Three Months Ended March 31, 2022

F-1

Melco Resorts Finance Limited

Condensed Consolidated Balance Sheets

(In thousands of U.S. dollars, except share and per share data)

F-2

Melco Resorts Finance Limited

Condensed Consolidated Statements of Operations (Unaudited)

(In thousands of U.S. dollars)

F-3

Melco Resorts Finance Limited

Condensed Consolidated Statements of Cash Flows (Unaudited)

(In thousands of U.S. dollars)

F-4