澳博控股(00880) - 2022 - 年度财报

Financial Performance - Gaming net revenue for 2022 was HKD 6.092 billion, a decrease from HKD 9.608 billion in 2021 [6] - Adjusted EBITDA for 2022 was negative HKD 3.095 billion, compared to negative HKD 1.581 billion in 2021 [6] - The company's attributable loss was HKD 7.798 billion in 2022, up from HKD 4.144 billion in 2021 [6] - Total net revenue decreased by 33.7% to HKD 6,679 million in 2022 compared to HKD 10,076 million in 2021 [12] - Gaming net revenue declined by 36.6% to HKD 6,092 million in 2022 from HKD 9,608 million in 2021 [12] - Adjusted EBITDA dropped by 95.8% to HKD -3,095 million in 2022 from HKD -1,581 million in 2021 [12] - Adjusted EBITDA margin worsened to -46.3% in 2022 from -15.7% in 2021, a decrease of 30.6 percentage points [12] - VIP gaming gross revenue plummeted by 64.2% to HKD 486 million in 2022 from HKD 1,359 million in 2021 [14] - Mass market gaming gross revenue fell by 34.5% to HKD 5,553 million in 2022 from HKD 8,472 million in 2021 [14] - Slot machine gaming gross revenue decreased by 22.5% to HKD 416 million in 2022 from HKD 537 million in 2021 [14] - Total gaming gross revenue declined by 37.7% to HKD 6,455 million in 2022 from HKD 10,368 million in 2021 [14] - Mass market table drop increased by 91.4% to HKD 2,017 million in 2022 from HKD 1,054 million in 2021 [15] - Slot machine handle surged by 118.3% to HKD 1,122 million in 2022 from HKD 514 million in 2021 [15] - VIP gaming revenue at Grand Lisboa decreased by 63.6% to HKD 252 million in 2022 compared to HKD 693 million in 2021 [16] - Mass market gaming revenue at Grand Lisboa dropped by 44.9% to HKD 700 million in 2022 from HKD 1,271 million in 2021 [16] - Total gaming revenue at Grand Lisboa fell by 50.4% to HKD 1,067 million in 2022 from HKD 2,152 million in 2021 [16] - VIP gaming revenue at satellite casinos declined by 64.3% to HKD 234 million in 2022 from HKD 656 million in 2021 [18] - Mass market gaming revenue at satellite casinos decreased by 39.8% to HKD 3,428 million in 2022 from HKD 5,697 million in 2021 [18] - Total gaming revenue at satellite casinos dropped by 41.9% to HKD 3,788 million in 2022 from HKD 6,525 million in 2021 [18] - Adjusted property EBITDA for the group decreased by 113.2% to a loss of HKD 2,836 million in 2022 from a loss of HKD 1,330 million in 2021 [19] - The company recorded impairment losses of HKD 1.21 billion related to property and equipment at the Lobby Building and HKD 4.6 million for the closure of five satellite casinos and two self-promoted casinos [26] - The company recorded a loss per share for the year ended December 31, 2022, and the conversion of the convertible bonds would reduce the loss per share [88] Property and Casino Operations - Grand Lisboa Palace's gross revenue was HKD 687 million, including gaming revenue of HKD 346 million and non-gaming revenue of HKD 341 million [7] - Grand Lisboa's gross revenue was HKD 1.199 billion, with gaming revenue of HKD 1.067 billion and non-gaming revenue of HKD 132 million [7] - Grand Lisboa Palace's occupancy rate decreased by 16.5% to 32.2%, while the average room rate increased by 0.2% to HKD 916 [7] - Grand Lisboa's occupancy rate decreased by 12.6% to 46.2%, and the average room rate decreased by 10.2% to HKD 634 [7] - Occupancy rate at Grand Lisboa Hotel fell by 12.6 percentage points to 46.2% in 2022 from 58.8% in 2021 [21] - Revenue per available room at Grand Lisboa Hotel decreased by 29.4% to HKD 293 in 2022 from HKD 415 in 2021 [21] - The company operated 9 satellite casinos as of December 31, 2022, down from 14 in the previous year [18] - The company's main property, Grand Lisboa Palace, has a total area of 70,468 square meters and a gross floor area of 521,435 square meters, with the company holding a 94% interest [57] - The Lisboa Hotel property in Macau has a gross floor area of 122,524 square meters, with the company holding an 88.27% interest [57] - The Oceanus property, used for gaming, F&B, and back-of-house facilities, has a gross floor area of 39,242 square meters, with the company holding a 58.4% interest [57] - The Ponte 16 property, used for gaming, hotel, and commercial purposes, has a gross floor area of 126,500 square meters, with the company holding a 51% interest [57] - The Macau International Center, used as staff quarters, has a gross floor area of 5,582.72 square meters, fully owned by the company [57] - The China Merchants Tower property in Hong Kong, used as the company's office, has a gross floor area of 2,248.25 square meters, fully owned by the company [57] - 41.6% of the Oceanus building was returned to the Macau government, with SJM Holdings granted usage and operation rights for 10 years starting January 1, 2023 [58] - 11.73% of the Grand Lisboa Hotel units were returned to the Macau government, with SJM Holdings granted usage and operation rights for 10 years starting January 1, 2023 [58] Financing and Debt - The company's cash, bank balances, short-term bank deposits, and pledged bank deposits totaled HKD 8.010 billion as of December 31, 2022 [7] - The company completed the refinancing of its syndicated loan facility, totaling HKD 19 billion, on June 20, 2022 [7] - The company's total bank balance and cash increased by 114.1% to HKD 6.856 billion as of December 31, 2022, compared to HKD 3.201 billion in the previous year [28] - The company's total outstanding bank loans increased to HKD 18.975 billion as of December 31, 2022, up from HKD 13.186 billion in the previous year [28] - The company's asset-to-liability ratio increased to 53.2% as of December 31, 2022, compared to 41.3% in the previous year [29] - The company issued HKD 1.906 billion in convertible bonds with a 2% coupon rate, maturing on June 22, 2027, to fund the acquisition of part of the Oceanus building [33] - A syndicated loan facility of up to HKD 19 billion was secured, including a HKD 9 billion term loan and a HKD 10 billion revolving loan, with a new maturity date of June 20, 2028 [33] - Approximately HKD 13 billion of the new loan facility was used to repay existing syndicated loans, increasing liquidity by about HKD 6 billion [33] - The company raised approximately HKD 2.936 billion through a rights issue, with HKD 2.7 billion used to increase the equity of its major subsidiary [33] - Champion Path Holdings Limited issued USD 500 million 4.50% senior notes due 2026 and USD 500 million 4.85% senior notes due 2028, with interest payable semi-annually [77][78][79] - Champion Moments Limited issued HKD 1.25 billion 3.90% senior notes due 2026 and MOP 300 million 3.90% senior notes due 2026, with interest payable semi-annually [82][83] - The company issued HKD 300 million in 2026 HKD-denominated senior notes with an annual interest rate of 3.90%, payable semi-annually on May 12 and November 12 each year [84] - Approximately 90% of the net proceeds from the issuance of the 2026 HKD senior notes were used for refinancing consortium credit facilities, with the remaining balance allocated for general corporate purposes [84] - The 2026 HKD senior notes include a special put option for bondholders, allowing them to demand the company repurchase the notes at 100% of the principal amount plus accrued and unpaid interest under certain adverse events related to gaming licenses or operations [86] - The company issued HKD 1.906 billion in 5-year convertible bonds with a 2% annual interest rate, which can be converted into shares at an initial conversion price of HKD 4.07 per share, adjusted to HKD 3.78 per share after a rights issue [88] - If the convertible bonds are fully converted, they would represent approximately 7.10% of the company's total issued shares as of December 31, 2022, or 6.63% of the enlarged share capital [88] - Upon full conversion of the convertible bonds, the major shareholder's stake would increase from 54.81% to 57.81%, while another significant shareholder's stake would decrease from 8.09% to 7.55% [88] - The company has sufficient cash and bank balances as of December 31, 2022, to fulfill its redemption obligations under the convertible bonds [88] - No convertible bonds were converted, redeemed, or canceled by the company or its subsidiary, Crown Resorts, during the year [89] Gaming Concession and Investments - The company signed a new 10-year gaming concession contract with the Macau government, effective from January 1, 2023, to December 31, 2032 [7] - The company's new gaming concession contract with the Macau government requires a total investment commitment of MOP 14.033 billion (approximately HKD 13.624 billion) over the concession period [23] - The company will pay an annual usage fee of approximately MOP 69 million (approximately HKD 67 million) for the first three years (2023-2025) and MOP 229.3 million (approximately HKD 222.6 million) from the fourth year (2026) onwards for the use of government-owned casino areas [22] - The company was authorized to operate 1,250 gaming tables and 1,700 gaming machines under the new concession contract [23] - Capital expenditure commitments for 2022 amounted to HKD 311 million, a decrease from HKD 479 million in 2021, with HKD 210 million allocated to the Grand Lisboa Palace project [30] - The total estimated project cost for the Grand Lisboa Palace as of December 31, 2022, is approximately HKD 39 billion, including capital expenditure commitments to date [30] - Assets with a book value of HKD 35.56 billion and HKD 1.756 billion were mortgaged to banks for loan financing as of December 31, 2022 [31] - The company raised approximately HKD 2.954 billion through a rights issue, issuing 1,420,361,073 shares at HKD 2.08 per share [60] - HKD 2.7 billion from the rights issue proceeds was used to invest in SJM Resorts to meet pre-qualification requirements for the new gaming concession [60] - No borrowing costs were capitalized in 2022, compared to HKD 322 million in 2021 [59] Visitor and Market Trends - The company's total visitor arrivals in 2022 decreased by 26.0% to 5.7 million, representing only 14.5% of pre-pandemic levels in 2019 [25] - The company's visitor arrivals in January 2023 increased by 101.3% year-over-year to 1.4 million, with 70.9% coming from mainland China and 25.5% from Hong Kong [25] Corporate Governance and Leadership - Co-Chairman and Executive Director Mr. Stanley Ho, aged 77, was appointed as Executive Director in 2010 and Co-Chairman in 2018 [37] - Co-Chairman and Executive Director Ms. Angela Leong, aged 61, has been an Executive Director since 2007 and Co-Chairman since 2018 [38] - Vice Chairman, Executive Director, and CEO Dr. Ambrose So, aged 71, has been a Director since 2006 and CEO since 2018, overseeing the company's strategy and overall management [40] - Dr. Ambrose So has over 40 years of experience in the casino business, joining the company in 1976 [40] - Ms. Angela Leong has been actively involved in public and community services in China, Hong Kong, and Macau, serving in various legislative and advisory roles [38] - Mr. Stanley Ho holds multiple prestigious positions, including Chairman of the Ho Tung Group and honorary roles in international sports organizations [37] - Dr. Ambrose So holds honorary titles and awards, including an honorary doctorate from the University of Macau and a Portuguese Commander of the Order of Merit [40] - Ms. Angela Leong has received several awards, including the Bronze Bauhinia Star from the Hong Kong SAR Government in 2015 [39] - Dr. Ambrose So serves as an honorary consul for Portugal in Hong Kong and as an advisor to the Macau SAR Government's Economic Development Committee [40] - Ms. Angela Leong has been a member of the Macau SAR Legislative Assembly since 2005, holding key positions such as Chairperson of the Executive Committee [38] - Dr. Chan Wun San, aged 69, has been an Executive Director since June 2018 and has been a director of Sociedade de Jogos de Macau, S.A. since 2009 [42] - Mr. Shum Hong Kuen, aged 68, has been an Executive Director since 2007 and serves on the Executive Committee and the Cotai Project Committee [42] - Mr. Tsang On Yip, aged 51, has been a Non-Executive Director since June 2019 and is the CEO and Director of Chow Tai Fook Enterprises Limited [44] - Mr. Tse Hau Yin, aged 75, has been an Independent Non-Executive Director since 2007 and chairs the Audit Committee [45] - Ms. Wong Yu Pui, aged 74, has been an Independent Non-Executive Director since June 2019 and chairs the Remuneration Committee [46] - Mr. Yeung Ping Leung, aged 66, has been an Independent Non-Executive Director since May 2021 and serves on the Audit, Remuneration, and Nomination Committees [46] - The company's board of directors consists of 11 members, with 6 executive directors (54.5%), 1 non-executive director (9.1%), and 4 independent non-executive directors (36.4%) [149] - The board of directors has a balanced composition, with over one-third being independent non-executive directors, ensuring strong independent judgment [149] - The company has established mechanisms to ensure the board receives independent perspectives and opinions, which were reviewed and deemed satisfactory on March 8, 2023 [150] - The company adopted a board diversity policy in 2013, considering factors such as gender, age, race, cultural and educational background, and professional experience when appointing directors [151] - The chairman promotes an open and positive discussion culture, ensuring directors can comfortably express their views and opinions [152] - Independent non-executive directors can request additional meetings with the chairman to express their views and opinions [152] - Directors can seek independent professional advice at the company's expense to assist in fulfilling their duties [152] - The board of directors consists of 4 female directors and 7 male directors, achieving a satisfactory level of gender diversity [153] - The company's workforce has a relatively balanced gender ratio, with males accounting for approximately 46% and females for 54%, including senior management [153] - In the operational departments, female managers account for approximately 37%, significantly less than male managers at 63% [153] - The company is committed to developing female leaders through management development programs, particularly in operational departments [153] - The roles of Chairman and CEO are separated, with Ms. Angela Leong as Chairman and Dr. Ambrose So as CEO [154] - Dr. Ambrose So is one of the primary contacts for investor relations [155] - The board has the authority to appoint directors to fill temporary vacancies or new director positions, subject to shareholder election at the next annual general meeting [156] - One-third of the directors must retire at each annual general meeting but are eligible for re-election [156] - Non-executive directors, including independent non-executive directors, provide independent and constructive opinions on strategy and policy [157] - The company maintains at least one-third of the board as independent non-executive directors, ensuring at least one has appropriate professional qualifications or financial management expertise [157] - The company held a total of 12 board meetings in 2022 [161] - The board of directors ensures that non-executive directors have the same fiduciary duties and responsibilities as executive directors [158] - Board meeting notices are generally sent to all directors at least 14 days before regular meetings, with agendas and documents provided at least 3 days prior [159] - The company has established an Audit Committee, Remuneration Committee, and Nomination Committee, with their terms of reference and membership details available on the company and HKEX websites [160] - The company has a formal appointment letter for each director, outlining the main terms and conditions of their appointment [158] - Directors have the right to access board documents and related information, and can request additional information from management when necessary [159] - The company has arranged directors' and officers' liability insurance to cover any potential legal actions against directors [158] - The Cotai Project Committee was established in 2015 to oversee the development progress and costs of the Cotai project [160] -