FORM 6-K

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Commission File Number: 001-33178

 

MELCO CROWN ENTERTAINMENT LIMITED

 

36^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 þ Form 40-F o

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): o

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): o

Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes o No þ

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b):

82- N/A

THIS REPORT ON FORM 6-K SHALL BE DEEMED TO BE INCORPORATED BY REFERENCE IN THE PROSPECTUS INCLUDED IN THE REGISTRATION STATEMENT ON FORM F-4, AS AMENDED (FILE NO. 333-168823) OF MCE FINANCE LIMITED AND THE GUARANTORS (AS DEFINED THEREIN) AND TO BE A PART THEREOF FROM THE DATE ON WHICH THIS REPORT IS FURNISHED, TO THE EXTENT NOT SUPERSEDED BY DOCUMENTS OR REPORTS SUBSEQUENTLY FILED OR FURNISHED.

 

 

MELCO CROWN ENTERTAINMENT LIMITED
Form 6-K
TABLE OF CONTENTS

Explanatory Note
Signature
Exhibit 99.1 — Condensed Consolidated Financial Statements and Reconciliation
Exhibit 99.1

Explanatory Note

This 6-K serves to provide holders of MCE Finance Limited’s US$600,000,000 aggregate principal amount of 10.25% Senior Notes due 2018 (the “Senior Notes”) with copies of MCE Finance Limited’s unaudited condensed financial statements, on a consolidated basis, in respect of the third fiscal quarter of the fiscal year ended 2010, pursuant to the terms of the Indenture, dated as of May 17, 2010, in connection with the offering of the Senior Notes.

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.

		MELCO CROWN ENTERTAINMENT LIMITED
		By:		/s/ Geoffrey Davis
				Name:		Geoffrey Davis
				Title:		Deputy Chief Financial Officer

Date: November 29, 2010

Exhibit 99.1

MCE Finance Limited
Index to Unaudited Quarterly Report
For the Nine Months Ended September 30, 2010

		Page(s)
Unaudited MCE Finance Limited Condensed Consolidated Financial Statements			2-4
Unaudited MCE Finance Limited - Restricted Subsidiaries Group Condensed Consolidated Financial Statements			5-7
Unaudited Reconciliation of Financial Condition and Results of Operations of MCE Finance Limited - Restricted Subsidiaries Group to MCE Finance Limited			8-9

MCE Finance Limited
Condensed Consolidated Balance Sheet (Unaudited)
(In thousands of U.S. dollars)

		September 30, 2010
ASSETS
CURRENT ASSETS
Cash and cash equivalents		$	456,393
Restricted cash			164,568
Accounts receivable, net			276,233
Amounts due from affiliated companies			188,353
Inventories			7,596
Prepaid expenses and other current assets			14,930
Total current assets			1,108,073
PROPERTY AND EQUIPMENT, NET			2,686,723
GAMING SUBCONCESSION, NET			671,051
INTANGIBLE ASSETS, NET			4,220
GOODWILL			81,915
LONG-TERM PREPAYMENT, DEPOSITS AND OTHER ASSETS			91,211
DEFERRED FINANCING COST			48,825
LAND USE RIGHTS, NET			433,036
TOTAL		$	5,125,054
LIABILITIES AND SHAREHOLDERS’ EQUITY
CURRENT LIABILITIES
Accounts payable		$	10,734
Accrued expenses and other current liabilities			477,020
Current portion of long-term debt			190,360
Amounts due to ultimate holding company			1,069,090
Amounts due to affiliated companies			31,037
Total current liabilities			1,778,241
LONG-TERM DEBT			1,641,055
OTHER LONG-TERM LIABILITIES			7,269
DEFERRED TAX LIABILITIES			16,908
LAND USE RIGHT PAYABLE			24,241
SHAREHOLDERS’ EQUITY
Ordinary shares			—
Additional paid-in capital			2,261,725
Accumulated other comprehensive losses			(10,574	)
Accumulated losses			(593,811	)
Total shareholders’ equity			1,657,340
TOTAL		$	5,125,054

MCE Finance Limited
Condensed Consolidated Statements of Operations (Unaudited)
(In thousands of U.S. dollars)

		Three Months Ended				Nine Months Ended
		September 30, 2010				September 30, 2010
OPERATING REVENUES
Casino		$	706,876			$	1,811,715
Rooms			20,708				60,608
Food and beverage			12,799				40,684
Entertainment, retail and others			6,693				17,281
Gross revenues			747,076				1,930,288
Less: promotional allowances			(19,520	)			(60,346	)
Net revenues			727,556				1,869,942
OPERATING COSTS AND EXPENSES
Casino			(521,195	)			(1,387,025	)
Rooms			(3,778	)			(10,545	)
Food and beverage			(11,224	)			(26,554	)
Entertainment, retail and others			(5,098	)			(9,241	)
General and administrative			(50,429	)			(141,947	)
Pre-opening costs			(9,217	)			(16,199	)
Amortization of gaming subconcession			(14,309	)			(42,928	)
Amortization of land use rights			(4,881	)			(14,641	)
Depreciation and amortization			(58,393	)			(171,172	)
Property charges and others			(125	)			(91	)
Total operating costs and expenses			(678,649	)			(1,820,343	)
OPERATING INCOME			48,907				49,599
NON-OPERATING EXPENSES
Interest expenses, net			(28,209	)			(64,899	)
Other finance costs			(3,821	)			(6,441	)
Foreign exchange gain, net			436				642
Costs associated with debt modification			—				(3,156	)
Total non-operating expenses			(31,594	)			(73,854	)
INCOME (LOSS) BEFORE INCOME TAX			17,313				(24,255	)
INCOME TAX CREDIT			234				745
NET INCOME (LOSS)		$	17,547			$	(23,510	)

MCE Finance Limited
Condensed Consolidated Statements of Cash Flows (Unaudited)
(In thousands of U.S. dollars)

		Three Months Ended				Nine Months Ended
		September 30, 2010				September 30, 2010
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss)		$	17,547			$	(23,510	)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization			77,583				228,741
Amortization of deferred financing costs			3,564				10,508
Amortization of discount on senior notes payable			166				248
Loss on disposal of property and equipment			76				178
Allowance for doubtful debts			4,431				22,342
Written off deferred financing costs on modification of debt			—				1,992
Changes in operating assets and liabilities:
Accounts receivable			31,467				(13,853	)
Amounts due from affiliated companies			(8,147	)			(27,414	)
Inventories			285				(1,062	)
Prepaid expenses and other current assets			(1,505	)			(704	)
Long term prepayment, deposits and other assets			317				568
Accounts payable			1,364				1,918
Accrued expenses and other current liabilities			82,893				63,848
Amounts due to affiliated companies			3,024				14,763
Other long-term liabilities			171				124
Deferred tax liabilities			(234	)			(746	)
Net cash provided by operating activities			213,002				277,941
CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of property and equipment			(31,611	)			(149,103	)
Deposits for acquisition of property and equipment			(28	)			(863	)
Payment for show production cost			(9,891	)			(27,048	)
Changes in restricted cash			29,706				68,517
Payment for land use right			(7,340	)			(39,458	)
Proceeds from sale of property and equipment			56				57
Net cash used in investing activities			(19,108	)			(147,898	)
CASH FLOWS FROM FINANCING ACTIVITIES
Payment of deferred financing costs			(329	)			(21,523	)
Amount due to ultimate holding company			2,870				22,620
Principal payments on long-term debt			—				(444,066	)
Proceeds from senior notes issuance			—				592,026
Net cash provided by financing activities			2,541				149,057
NET INCREASE IN CASH AND CASH EQUIVALENTS			196,435				279,100
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD			259,958				177,293
CASH AND CASH EQUIVALENTS AT END OF PERIOD		$	456,393			$	456,393
SUPPLEMENTAL DISCLOSURES OF CASH FLOWS
Cash paid for interest (net of capitalized interest)		$	(13,679	)		$	(43,531	)
NON-CASH INVESTING ACTIVITIES
Construction costs and property and equipment funded through accrued expenses and other current liabilities		$	(9,549	)		$	28,157
Costs of property and equipment funded through amounts due to affiliated companies and ultimate holding company		$	(1,144	)		$	—
Deferred financing costs funded through accrued expenses and other current liabilities		$	(329	)		$	1,305

MCE Finance Limited — Restricted Subsidiaries Group
Condensed Consolidated Balance Sheet (Unaudited)
(In thousands of U.S. dollars)

		September 30, 2010
ASSETS
CURRENT ASSETS
Cash and cash equivalents		$	456,393
Restricted cash			164,568
Accounts receivable, net			276,233
Amounts due from affiliated companies			188,353
Amounts due from unconsolidated subsidiaries			2
Inventories			7,596
Prepaid expenses and other current assets			14,930
Total current assets			1,108,075
PROPERTY AND EQUIPMENT, NET			2,686,723
GAMING SUBCONCESSION, NET			671,051
INTANGIBLE ASSETS, NET			4,220
GOODWILL			81,915
LONG-TERM PREPAYMENT, DEPOSITS AND OTHER ASSETS			91,211
INVESTMENT IN UNCONSOLIDATED SUBSIDIARIES			6
DEFERRED FINANCING COST			48,825
LAND USE RIGHTS, NET			433,036
TOTAL		$	5,125,062
LIABILITIES AND SHAREHOLDERS’ EQUITY
CURRENT LIABILITIES
Accounts payable		$	10,734
Accrued expenses and other current liabilities			477,020
Current portion of long-term debt			190,360
Amounts due to ultimate holding company			1,069,086
Amounts due to affiliated companies			31,035
Total current liabilities			1,778,235
LONG-TERM DEBT			1,641,055
OTHER LONG-TERM LIABILITIES			7,269
DEFERRED TAX LIABILITIES			16,908
LAND USE RIGHT PAYABLE			24,241
SHAREHOLDERS’ EQUITY
Ordinary shares			—
Additional paid-in capital			2,261,725
Accumulated other comprehensive losses			(10,574	)
Accumulated losses			(593,797	)
Total shareholders’ equity			1,657,354
TOTAL		$	5,125,062

MCE Finance Limited — Restricted Subsidiaries Group
Condensed Consolidated Statements of Operations (Unaudited)
(In thousands of U.S. dollars)

		Three Months Ended				Nine Months Ended
		September 30, 2010				September 30, 2010
OPERATING REVENUES
Casino		$	706,876			$	1,811,715
Rooms			20,708				60,608
Food and beverage			12,799				40,684
Entertainment, retail and others			6,693				17,281
Gross revenues			747,076				1,930,288
Less: promotional allowances			(19,520	)			(60,346	)
Net revenues			727,556				1,869,942
OPERATING COSTS AND EXPENSES
Casino			(521,195	)			(1,387,025	)
Rooms			(3,778	)			(10,545	)
Food and beverage			(11,224	)			(26,554	)
Entertainment, retail and others			(5,098	)			(9,241	)
General and administrative			(50,429	)			(141,947	)
Pre-opening costs			(9,217	)			(16,199	)
Amortization of gaming subconcession			(14,309	)			(42,928	)
Amortization of land use rights			(4,881	)			(14,641	)
Depreciation and amortization			(58,393	)			(171,172	)
Property charges and others			(125	)			(91	)
Total operating costs and expenses			(678,649	)			(1,820,343	)
OPERATING INCOME			48,907				49,599
NON-OPERATING EXPENSES
Interest expenses, net			(28,209	)			(64,899	)
Other finance costs			(3,821	)			(6,441	)
Foreign exchange gain, net			436				642
Costs associated with debt modification			—				(3,156	)
Total non-operating expenses			(31,594	)			(73,854	)
INCOME (LOSS) BEFORE INCOME TAX			17,313				(24,255	)
INCOME TAX CREDIT			234				745
NET INCOME (LOSS)		$	17,547			$	(23,510	)

MCE Finance Limited — Restricted Subsidiaries Group
Condensed Consolidated Statements of Cash Flows (Unaudited)
(In thousands of U.S. dollars)

		Three Months Ended				Nine Months Ended
		September 30, 2010				September 30, 2010
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss)		$	17,547			$	(23,510	)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization			77,583				228,741
Amortization of deferred financing costs			3,564				10,508
Amortization of discount on senior notes payable			166				248
Loss on disposal of property and equipment			76				178
Allowance for doubtful debts			4,431				22,342
Written off deferred financing costs on modification of debt			—				1,992
Changes in operating assets and liabilities:
Accounts receivable			31,467				(13,853	)
Amounts due from affiliated companies			(8,147	)			(27,414	)
Inventories			285				(1,062	)
Prepaid expenses and other current assets			(1,505	)			(704	)
Long term prepayment, deposits and other assets			317				568
Accounts payable			1,364				1,918
Accrued expenses and other current liabilities			82,893				63,848
Amounts due to affiliated companies			3,024				14,763
Other long-term liabilities			171				124
Deferred tax liabilities			(234	)			(746	)
Net cash provided by operating activities			213,002				277,941
CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of property and equipment			(31,611	)			(149,103	)
Deposits for acquisition of property and equipment			(28	)			(863	)
Payment for show production cost			(9,891	)			(27,048	)
Changes in restricted cash			29,706				68,517
Payment for land use right			(7,340	)			(39,458	)
Proceeds from sale of property and equipment			56				57
Net cash used in investing activities			(19,108	)			(147,898	)
CASH FLOWS FROM FINANCING ACTIVITIES
Payment of deferred financing costs			(329	)			(21,523	)
Amount due to ultimate holding company			2,870				22,620
Principal payments on long-term debt			—				(444,066	)
Proceeds from senior notes issuance			—				592,026
Net cash provided by financing activities			2,541				149,057
NET INCREASE IN CASH AND CASH EQUIVALENTS			196,435				279,100
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD			259,958				177,293
CASH AND CASH EQUIVALENTS AT END OF PERIOD		$	456,393			$	456,393
SUPPLEMENTAL DISCLOSURES OF CASH FLOWS
Cash paid for interest (net of capitalized interest)		$	(13,679	)		$	(43,531	)
NON-CASH INVESTING ACTIVITIES
Construction costs and property and equipment funded through accrued expenses and other current liabilities		$	(9,549	)		$	28,157
Costs of property and equipment funded through amounts due to affiliated companies and ultimate holding company		$	(1,144	)		$	—
Deferred financing costs funded through accrued expenses and other current liabilities		$	(329	)		$	1,305

MCE Finance Limited
Unaudited Reconciliation of Financial Condition and Results of Operations
of MCE Finance Limited - Restricted Subsidiaries Group to MCE Finance Limited
For the Nine Months Ended September 30, 2010
(In thousands of U.S. dollars)

						Unrestricted Subsidiaries
		Consolidated
		Total for MCE								Melco Crown
		Finance Limited -				Melco Crown				(Macau				Adjustments on
		Restricted				(Macau				Peninsula)				Investment Cost				Consolidated
		Subsidiaries				Peninsula) Hotel				Developments				of Unconsolidated				Total for MCE
		Group				Limited				Limited				Subsidiaries				Finance Limited
Condensed Consolidated Balance Sheet (Unaudited) As of September 30, 2010
ASSETS
CURRENT ASSETS
Cash and cash equivalents			456,393																456,393
Restricted cash			164,568																164,568
Accounts receivables, net			276,233																276,233
Amounts due from affiliated companies			188,353																188,353
Amounts due from (to) group companies			—				(1	)			(1	)			2				—
Amounts due from unconsolidated subsidiaries			2												(2	)			—
Inventories			7,596																7,596
Prepaid expenses and other current assets			14,930																14,930
Total current assets			1,108,075				(1	)			(1	)			—				1,108,073
PROPERTY AND EQUIPMENT, NET			2,686,723																2,686,723
GAMING SUBCONCESSION, NET			671,051																671,051
INTANGIBLE ASSETS, NET			4,220																4,220
GOODWILL			81,915																81,915
LONG-TERM PREPAYMENT, DEPOSITS AND OTHER ASSETS			91,211																91,211
INVESTMENT IN UNCONSOLIDATED SUBSIDIARIES			6												(6	)			—
DEFERRED FINANCING COST			48,825																48,825
LAND USE RIGHTS, NET			433,036																433,036
TOTAL			5,125,062				(1	)			(1	)			(6	)			5,125,054
LIABILITIES AND SHAREHOLDERS’ EQUITY
CURRENT LIABILITIES
Accounts payable			10,734																10,734
Accrued expenses and other current liabilities			477,020																477,020
Current portion of long-term debt			190,360																190,360
Amounts due to ultimate holding company			1,069,086				2				2								1,069,090
Amounts due to affiliated companies			31,035				1				1								31,037
Total current liabilities			1,778,235				3				3				—				1,778,241
LONG TERM DEBT			1,641,055																1,641,055
OTHER LONG-TERM LIABILITIES			7,269																7,269
DEFERRED TAX LIABILITIES			16,908																16,908
LAND USE RIGHT PAYABLE			24,241																24,241
SHAREHOLDERS’ EQUITY
Ordinary shares			—				3				3				(6	)			—
Additional paid-in capital			2,261,725																2,261,725
Accumulated other comprehensive losses			(10,574	)															(10,574	)
Accumulated losses			(593,797	)			(7	)			(7	)			—				(593,811	)
Total shareholders’ equity			1,657,354				(4	)			(4	)			(6	)			1,657,340
TOTAL			5,125,062				(1	)			(1	)			(6	)			5,125,054

MCE Finance Limited
Unaudited Reconciliation of Financial Condition and Results of Operations
of MCE Finance Limited - Restricted Subsidiaries Group to MCE Finance Limited
For the Nine Months Ended September 30, 2010
(In thousands of U.S. dollars)

						Unrestricted Subsidiaries
		Consolidated
		Total for MCE								Melco Crown
		Finance Limited -				Melco Crown				(Macau				Adjustments on
		Restricted				(Macau				Peninsula)				Investment Cost				Consolidated
		Subsidiaries				Peninsula) Hotel				Developments				of Unconsolidated				Total for MCE
		Group				Limited				Limited				Subsidiaries				Finance Limited
Condensed Consolidated Statements of Operations (Unaudited) For the Nine Months Ended September 30, 2010
OPERATING REVENUES
Casino			1,811,715																1,811,715
Rooms			60,608																60,608
Food and beverage			40,684																40,684
Entertainment, retail and others			17,281																17,281
Gross revenues			1,930,288				—				—				—				1,930,288
Less: promotional allowances			(60,346	)															(60,346	)
Net revenues			1,869,942				—				—				—				1,869,942
OPERATING COSTS AND EXPENSES
Casino			(1,387,025	)															(1,387,025	)
Rooms			(10,545	)															(10,545	)
Food and beverage			(26,554	)															(26,554	)
Entertainment, retail and others			(9,241	)															(9,241	)
General and administrative			(141,947	)															(141,947	)
Pre-opening cost			(16,199	)															(16,199	)
Amortization of gaming subconcession			(42,928	)															(42,928	)
Amortization of land use rights			(14,641	)															(14,641	)
Depreciation and amortization			(171,172	)															(171,172	)
Property charges and others			(91	)															(91	)
Total operating costs and expenses			(1,820,343	)			—				—				—				(1,820,343	)
OPERATING INCOME			49,599				—				—				—				49,599
NON-OPERATING EXPENSES
Interest expenses, net			(64,899	)															(64,899	)
Other finance costs			(6,441	)															(6,441	)
Foreign exchange gain, net			642																642
Costs associated with debt modification			(3,156	)															(3,156	)
Total non-operating expenses			(73,854	)			—				—				—				(73,854	)
LOSS BEFORE INCOME TAX			(24,255	)			—				—				—				(24,255	)
INCOME TAX CREDIT			745																745
NET LOSS			(23,510	)			—				—				—				(23,510	)