WYNN RESORTS LTD 10-Q

Item 1. Financial Statements WYNN RESORTS, LIMITED AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (in thousands, except share data) June 30, 2020 December 31, 2019 (unaudited) ASSETS Current assets: Cash and cash equivalents $ 3,797,740 $ 2,351,904 Accounts receivable, net of allowance for credit losses of $ 88,319 and $ 39,317 296,318 346,429 Inventories 84,779 88,519 Prepaid expenses and other 57,544 69,485 Total current assets 4,236,381 2,856,337 Property and equipment, net 9,415,313 9,623,832 Restricted cash 4,847 6,388 Intangible assets, net 141,299 146,414 Operating lease assets 440,075 452,919 Deferred income taxes, net 406,947 562,262 Other assets 240,813 223,129 Total assets $ 14,885,675 $ 13,871,281 LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Accounts and construction payables $ 215,832 $ 262,437 Customer deposits 954,074 824,269 Gaming taxes payable 7,484 168,043 Accrued compensation and benefits 157,911 180,140 Accrued interest 82,655 73,136 Current portion of long-term debt 298,050 323,876 Other accrued liabilities 153,845 150,983 Total current liabilities 1,869,851 1,982,884 Long-term debt 12,477,183 10,079,983 Long-term operating lease liabilities 154,392 159,182 Other long-term liabilities 110,051 107,760 Total liabilities 14,611,477 12,329,809 Commitments and contingencies (Note 14) Stockholders' equity: Preferred stock, par value $ 0.01 ; 40,000,000 shares authorized; zero shares issued and outstanding — — Common stock, par value $ 0.01 ; 400,000,000 shares authorized; 123,425,898 and 122,837,930 shares issued; 107,869,865 and 107,363,943 shares outstanding, respectively 1,234 1,228 Treasury stock, at cost; 15,556,033 and 15,473,987 shares, respectively ( 1,419,435 ) ( 1,410,998 ) Additional paid-in capital 2,543,718 2,512,676 Accumulated other comprehensive loss ( 908 ) ( 1,679 ) Retained earnings (accumulated deficit) ( 505,090 ) 641,818 Total Wynn Resorts, Limited stockholders' equity 619,519 1,743,045 Noncontrolling interests ( 345,321 ) ( 201,573 ) Total stockholders' equity 274,198 1,541,472 Total liabilities and stockholders' equity $ 14,885,675 $ 13,871,281 The accompanying notes are an integral part of these condensed consolidated financial statements. 3 Table of Contents WYNN RESORTS, LIMITED AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (in thousands, except per share data) (unaudited) Three Months Ended June 30, Six Months Ended June 30, 2020 2019 2020 2019 Operating revenues: Casino $ 9,413 $ 1,142,503 $ 580,202 $ 2,327,604 Rooms 17,415 198,807 170,096 390,077 Food and beverage 24,007 218,022 173,421 391,241 Entertainment, retail and other 34,863 99,000 115,695 200,956 Total operating revenues 85,698 1,658,332 1,039,414 3,309,878 Operating expenses: Casino 131,138 724,987 573,828 1,475,058 Rooms 30,367 66,148 103,847 129,854 Food and beverage 61,889 182,080 237,799 330,841 Entertainment, retail and other 16,873 43,514 62,453 87,558 General and administrative 152,081 202,224 386,409 419,546 Provision for credit losses 28,347 3,581 48,960 9,003 Pre-opening 2,186 69,883 4,737 97,596 Depreciation and amortization 179,266 140,269 358,012 276,826 Property charges and other 6,567 6,930 33,796 9,704 Total operating expenses 608,714 1,439,616 1,809,841 2,835,986 Operating income (loss) ( 523,016 ) 218,716 ( 770,427 ) 473,892 Other income (expense): Interest income 3,983 6,265 11,936 13,552 Interest expense, net of amounts capitalized ( 133,218 ) ( 93,149 ) ( 262,045 ) ( 186,329 ) Change in derivatives fair value ( 3,294 ) ( 3,304 ) ( 18,954 ) ( 4,813 ) Loss on extinguishment of debt ( 619 ) — ( 1,462 ) — Other 2,233 11,715 12,568 5,357 Other income (expense), net ( 130,915 ) ( 78,473 ) ( 257,957 ) ( 172,233 ) Income (loss) before income taxes ( 653,931 ) 140,243 ( 1,028,384 ) 301,659 (Provision) benefit for income taxes ( 80,938 ) 1,991 ( 156,738 ) 306 Net income (loss) ( 734,869 ) 142,234 ( 1,185,122 ) 301,965 Less: net (income) loss attributable to noncontrolling interests 97,305 ( 47,683 ) 145,521 ( 102,542 ) Net income (loss) attributable to Wynn Resorts, Limited $ ( 637,564 ) $ 94,551 $ ( 1,039,601 ) $ 199,423 Basic and diluted net income (loss) per common share: Net income (loss) attributable to Wynn Resorts, Limited: Basic $ ( 5.97 ) $ 0.88 $ ( 9.74 ) $ 1.87 Diluted $ ( 5.97 ) $ 0.88 $ ( 9.74 ) $ 1.86 Weighted average common shares outstanding: Basic 106,713 106,876 106,688 106,834 Diluted 106,713 107,141 106,688 107,089 Dividends declared per common share $ — $ 1.00 $ 1.00 $ 1.75 The accompanying notes are an integral part of these condensed consolidated financial statements. 4 Table of Contents WYNN RESORTS, LIMITED AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (in thousands) (unaudited) Three Months Ended June 30, Six Months Ended June 30, 2020 2019 2020 2019 Net income (loss) $ ( 734,869 ) $ 142,234 $ ( 1,185,122 ) $ 301,965 Other comprehensive income (loss): Foreign currency translation adjustments, before and after tax 53 838 1,068 ( 50 ) Total comprehensive income (loss) ( 734,816 ) 143,072 ( 1,184,054 ) 301,915 Less: comprehensive (income) loss attributable to noncontrolling interests 97,291 ( 47,450 ) 145,224 ( 102,556 ) Comprehensive income (loss) attributable to Wynn Resorts, Limited $ ( 637,525 ) $ 95,622 $ ( 1,038,830 ) $ 199,359 The accompanying notes are an integral part of these condensed consolidated financial statements. 5 Table of Contents WYNN RESORTS, LIMITED AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (in thousands, except share data) (unaudited) For the Three Months Ended June 30, 2020 Common stock Shares outstanding Par value Treasury stock Additional paid-in capital Accumulated other comprehensive loss Retained earnings (accumulated deficit) Total Wynn Resorts, Ltd. stockholders' equity Noncontrolling interests Total stockholders' equity Balances, April 1, 2020 107,884,163 $ 1,234 $ ( 1,416,525 ) $ 2,526,062 $ ( 947 ) $ 132,266 $ 1,242,090 $ ( 249,610 ) $ 992,480 Net loss — — — — — ( 637,564 ) ( 637,564 ) ( 97,305 ) ( 734,869 ) Currency translation adjustment — — — — 39 — 39 14 53 Issuance of restricted stock 40,270 — — 617 — — 617 189 806 Cancellation of restricted stock ( 17,477 ) — — — — — — — — Shares repurchased by the Company and held as treasury shares ( 37,091 ) — ( 2,910 ) — — — ( 2,910 ) 141 ( 2,769 ) Cash dividends declared — — — — — 208 208 16 224 Stock-based compensation — — — 17,039 — — 17,039 1,234 18,273 Balances, June 30, 2020 107,869,865 $ 1,234 $ ( 1,419,435 ) $ 2,543,718 $ ( 908 ) $ ( 505,090 ) $ 619,519 $ ( 345,321 ) $ 274,198 For the Three Months Ended June 30, 2019 Common stock Shares outstanding Par value Treasury stock Additional paid-in capital Accumulated other comprehensive loss Retained earnings Total Wynn Resorts, Ltd. stockholders' equity Noncontrolling interests Total stockholders' equity Balances, April 1, 2019 107,660,449 $ 1,226 $ ( 1,349,413 ) $ 2,483,026 $ ( 2,591 ) $ 945,972 $ 2,078,220 $ ( 162,977 ) $ 1,915,243 Net income — — — — — 94,551 94,551 47,683 142,234 Currency translation adjustment — — — — 605 — 605 233 838 Exercise of stock options 180,000 2 — 8,479 — — 8,481 — 8,481 Issuance of restricted stock 32,633 — — — — — — — — Cancellation of restricted stock ( 10,795 ) — — — — — — — — Shares repurchased by the Company and held as treasury shares ( 251,931 ) — ( 30,231 ) — — — ( 30,231 ) — ( 30,231 ) Cash dividends declared — — — — — ( 107,616 ) ( 107,616 ) ( 82,917 ) ( 190,533 ) Distribution to noncontrolling interest — — — — — — — ( 2,727 ) ( 2,727 ) Stock-based compensation — — — 6,811 — — 6,811 823 7,634 Balances, June 30, 2019 107,610,356 $ 1,228 $ ( 1,379,644 ) $ 2,498,316 $ ( 1,986 ) $ 932,907 $ 2,050,821 $ ( 199,882 ) $ 1,850,939 The accompanying notes are an integral part of these condensed consolidated financial statements. 6 Table of Contents WYNN RESORTS, LIMITED AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (continued) (in thousands, except share data) (unaudited) For the Six Months Ended June 30, 2020 Common stock Shares outstanding Par value Treasury stock Additional paid-in capital Accumulated other comprehensive loss Retained earnings (accumulated deficit) Total Wynn Resorts, Ltd. stockholders' equity Noncontrolling interests Total stockholders' equity Balances, January 1, 2020 107,363,943 $ 1,228 $ ( 1,410,998 ) $ 2,512,676 $ ( 1,679 ) $ 641,818 $ 1,743,045 $ ( 201,573 ) $ 1,541,472 Net loss — — — — — ( 1,039,601 ) ( 1,039,601 ) ( 145,521 ) ( 1,185,122 ) Currency translation adjustment — — — — 771 — 771 297 1,068 Issuance of restricted stock 661,015 6 — 6,703 — — 6,709 818 7,527 Cancellation of restricted stock ( 73,047 ) — — — — — — — — Shares repurchased by the Company and held as treasury shares ( 82,046 ) — ( 8,437 ) — — — ( 8,437 ) 141 ( 8,296 ) Cash dividends declared — — — — — ( 107,307 ) ( 107,307 ) 30 ( 107,277 ) Distribution to noncontrolling interest — — — — — — — ( 998 ) ( 998 ) Stock-based compensation — — — 24,339 — — 24,339 1,485 25,824 Balances, June 30, 2020 107,869,865 $ 1,234 $ ( 1,419,435 ) $ 2,543,718 $ ( 908 ) $ ( 505,090 ) $ 619,519 $ ( 345,321 ) $ 274,198 For the Six Months Ended June 30, 2019 Common stock Shares outstanding Par value Treasury stock Additional paid-in capital Accumulated other comprehensive loss Retained earnings Total Wynn Resorts, Ltd. stockholders' equity Noncontrolling interests Total stockholders' equity Balances, January 1, 2019 107,232,026 $ 1,221 $ ( 1,344,012 ) $ 2,457,079 $ ( 1,950 ) $ 921,785 $ 2,034,123 $ ( 219,334 ) $ 1,814,789 Net income — — — — — 199,423 199,423 102,542 301,965 Currency translation adjustment — — — — ( 36 ) — ( 36 ) ( 14 ) ( 50 ) Exercise of stock options 257,690 3 — 12,542 — — 12,545 — 12,545 Issuance of restricted stock 429,229 4 — 14,344 — — 14,348 785 15,133 Cancellation of restricted stock ( 11,840 ) — — — — — — — — Shares repurchased by the Company and held as treasury shares ( 296,749 ) — ( 35,632 ) — — — ( 35,632 ) — ( 35,632 ) Cash dividends declared — — — — — ( 188,301 ) ( 188,301 ) ( 82,900 ) ( 271,201 ) Distribution to noncontrolling interest — — — — — — — ( 2,727 ) ( 2,727 ) Stock-based compensation — — — 14,351 — — 14,351 1,766 16,117 Balances, June 30, 2019 107,610,356 $ 1,228 $ ( 1,379,644 ) $ 2,498,316 $ ( 1,986 ) $ 932,907 $ 2,050,821 $ ( 199,882 ) $ 1,850,939 The accompanying notes are an integral part of these condensed consolidated financial statements. 7 Table of Contents WYNN RESORTS, LIMITED AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands) (unaudited) Six Months Ended June 30, 2020 2019 Cash flows from operating activities: Net income (loss) $ ( 1,185,122 ) $ 301,965 Adjustments to reconcile net income (loss) to net cash (used in) provided by operating activities: Depreciation and amortization 358,012 276,826 Deferred income taxes 155,316 ( 2,488 ) Stock-based compensation expense 30,448 20,168 Amortization of debt issuance costs 14,155 14,862 Loss on extinguishment of debt 1,462 — Provision for credit losses 48,960 9,003 Change in derivatives fair value 18,954 4,813 Property charges and other 21,228 4,507 Increase (decrease) in cash from changes in: Receivables, net ( 39 ) ( 25,965 ) Inventories, prepaid expenses and other 15,579 ( 43,018 ) Customer deposits 111,967 ( 59,910 ) Accounts payable and accrued expenses ( 198,907 ) 8,681 Net cash (used in) provided by operating activities ( 607,987 ) 509,444 Cash flows from investing activities: Capital expenditures, net of construction payables and retention ( 191,682 ) ( 636,002 ) Purchase of intangible and other assets — ( 1,000 ) Proceeds from sale of assets and other 3,733 441 Net cash used in investing activities ( 187,949 ) ( 636,561 ) Cash flows from financing activities: Proceeds from issuance of long-term debt 2,894,134 324,754 Repayments of long-term debt ( 527,535 ) ( 603,857 ) Repurchase of common stock ( 8,437 ) ( 35,632 ) Finance lease payment ( 74 ) — Proceeds from exercise of stock options 70 12,545 Dividends paid ( 108,074 ) ( 270,490 ) Distribution to noncontrolling interest ( 998 ) ( 2,727 ) Payments for financing costs ( 13,196 ) ( 10,488 ) Net cash provided by (used in) financing activities 2,235,890 ( 585,895 ) Effect of exchange rate on cash, cash equivalents and restricted cash 4,341 56 Cash, cash equivalents and restricted cash: Increase (decrease) in cash, cash equivalents and restricted cash 1,444,295 ( 712,956 ) Balance, beginning of period 2,358,292 2,219,323 Balance, end of period $ 3,802,587 $ 1,506,367 Supplemental cash flow disclosures: Cash paid for interest, net of amounts capitalized $ 238,044 $ 170,059 Liability settled with shares of common stock $ 6,720 $ 15,134 Accounts and construction payables related to property and equipment $ 127,674 $ 282,721 The accompanying notes are an integral part of these condensed consolidated financial statements. 8 Table of Contents WYNN RESORTS, LIMITED AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) Note 1 - Organization Organization Wynn Resorts, Limited, a Nevada corporation (together with its subsidiaries, "Wynn Resorts" or the "Company") is a designer, developer, and operator of integrated resorts featuring luxury hotel rooms, high-end retail space, an array of dining and entertainment options, meeting and convention facilities, and gaming. In the Macau Special Administrative Region of the People's Republic of China ("Macau"), the Company owns approximately 72 % of Wynn Macau, Limited ("WML"), which includes the operations of the Wynn Palace and Wynn Macau resorts. The Company refers to Wynn Palace and Wynn Macau as its Macau Operations. In Las Vegas, Nevada, the Company operates and, with the exception of certain retail space, owns 100 % of Wynn Las Vegas. Additionally, the Company is a 50.1 % owner and managing member of a joint venture that owns and leases certain retail space at Wynn Las Vegas (the "Retail Joint Venture"). The Company refers to Wynn Las Vegas and the Retail Joint Venture as its Las Vegas Operations. On June 23, 2019, the Company opened Encore Boston Harbor, an integrated resort in Everett, Massachusetts, that is owned 100% by the Company. Recent Developments Related to COVID-19 As previously disclosed, in January 2020, an outbreak of a new strain of coronavirus, COVID-19 ("COVID-19"), was identified. Since then, COVID-19 has spread around the world, and steps have been taken by various countries, including those in which the Company operates, to advise citizens to avoid non-essential travel, to restrict inbound international travel, to implement closures of non-essential operations, and to implement quarantines and lockdowns to contain the spread of the virus. Currently, no fully effective treatments or vaccines have been developed, and there can be no assurance as to if or when an effective treatment or vaccine will be discovered. Macau Operations In response to the COVID-19 pandemic, the Macau government announced on February 4, 2020 the closure of all casino operations in Macau, including those at Wynn Palace and Wynn Macau, for a period of 15 days. On February 20, 2020, casino operations at Wynn Palace and Wynn Macau reopened on a reduced basis and have since been fully restored; however, certain COVID-19 specific protective measures, such as traveler quarantines, limiting the number of seats per table game, slot machine spacing, temperature checks, mask protection, COVID-19 negative test results requirements for entry to gaming areas, and health declarations remain in effect at the present time. Visitation to Macau has fallen significantly since the outbreak of COVID-19, driven by the pandemic's strong deterrent effect on travel and social activities, the Chinese government's suspension of its visa and group tour schemes that allow mainland Chinese residents to travel to Macau, various quarantine measures in Macau and elsewhere, travel and entry restrictions in Macau, Hong Kong, Taiwan, and mainland China, and the suspension of ferry services to Macau from Hong Kong and mainland China and other modes of transportation within Macau. Regionally, bans on entry or enhanced quarantine requirements, depending on the person’s residency and their recent travel history, for any Macau residents, PRC citizens, Hong Kong residents and Taiwan residents attempting to enter Macau are drastically impacting visitation. Persons who are not residents of the Greater China area are barred from entry to Macau at this time. While most of the foregoing travel restrictions and quarantine requirements continue to weigh on visitation to Macau, beginning in June 2020 certain of these restrictions are being eased as the region gradually recovers from the COVID-19 pandemic. In July 2020, Guangdong Province, a Chinese province adjacent to Macau, eased certain quarantine requirements for those traveling between Guangdong Province and Macau, subject to certain testing requirements and health declarations. Quarantine requirements for those traveling between Hong Kong and Macau have been announced to remain effective until at least September 7, 2020, at which time they may be lifted. In the initial phase of opening travel channels between Macau and other regions, it is expected that all visitors seeking entry to Macau will need to test negative for COVID-19 before entering Macau. Although Mainland China and Macau have recently announced several policies or changes to policies which relax certain visa issuance, border control and quarantine requirements, stringent health declarations, testing and other procedures remain in place and the Individual Visitor Scheme which, prior to its suspension by the PRC government due to COVID-19 travel restrictions, permitted individual PRC citizens from nearly 50 PRC cities to travel to Macau for tourism purposes, has yet to restart. 9 Table of Contents WYNN RESORTS, LIMITED AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued) (unaudited) Las Vegas Operations and Encore Boston Harbor Wynn Las Vegas closed on March 17, 2020, and reopened on June 4, 2020 with certain COVID-19 specific protective measures in place, such as limiting the number of seats per table game, slot machine spacing, temperature checks, mask protection, and suspension of certain entertainment and nightlife offerings. Encore Boston Harbor closed on March 15, 2020, for the remainder of the first and second quarters of 2020. On July 12, 2020, Encore Boston Harbor reopened with certain COVID-19 specific protective measures in place, such as limiting the number of seats per table game, slot machine spacing, temperature checks, and mask protection. In addition, certain food and beverage outlets remain closed and hotel reservations have been limited to Thursday through Sunday. Summary The COVID-19 pandemic has had and will continue to have an adverse effect on the Company's results of operations. The Company is currently unable to determine when protective measures in effect at our Macau Operations, Las Vegas Operations, and Encore Boston Harbor will be lifted. Given the uncertainty around the extent and timing of the potential future spread or mitigation of COVID-19 and around the imposition or relaxation of protective measures, management cannot reasonably estimate the impact to the Company's future results of operations, cash flows, or financial condition. As of June 30, 2020, the Company had total cash and cash equivalents, excluding restricted cash, of $ 3.80 billion, and had access to $ 15.9 million and $ 24.1 million of available borrowing capacity from the WRF Revolving Facility and Wynn Macau Revolving Facility, respectively. In addition, the Company has suspended its dividend program and has postponed major project capital expenditures. Given the Company's liquidity position at June 30, 2020 and the steps the Company has taken as further described in Note 6, "Long-Term Debt," the Company believes it is able to support continuing operations and respond to the current COVID-19 pandemic challenges. Note 2 - Basis of Presentation and Significant Accounting Policies Basis of Presentation The accompanying condensed consolidated financial statements have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC"). Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles ("GAAP") have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures herein are adequate to make the information presented not misleading. In the opinion of management, the accompanying condensed consolidated financial statements reflect all adjustments, which are of a normal recurring nature, necessary to a fair presentation of the results for the interim periods presented. The results for the three and six months ended June 30, 2020 are not necessarily indicative of results to be expected for the full fiscal year. These Condensed Consolidated Financial Statements should be read in conjunction with the consolidated financial statements and notes thereto in the Company's Annual Report on Form 10-K for the year ended December 31, 2019. Principles of Consolidation The accompanying condensed consolidated financial statements include the accounts of the Company, its majority-owned subsidiaries and entities the Company identifies as variable interest entities ("VIEs") of which the Company is determined to be the primary beneficiary. For information on the Company's VIEs, see Note 15, "Retail Joint Venture." All significant intercompany accounts and transactions have been eliminated. Accounts Receivable Accounts receivable, including casino and hotel receivables, are typically non-interest bearing and are recorded at amortized cost. Casino receivables primarily consist of credit issued to patrons in the form of markers and advances paid to gaming promoters. The Company issues credit based on factors such as level of play and financial resources, following background and credit checks. The casino credit extended by the Company is generally unsecured and due on demand. Gaming promoter advances are settled shortly after each month end. 10 Table of Contents WYNN RESORTS, LIMITED AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued) (unaudited) An estimated allowance for credit losses is maintained to reduce the Company's receivables to their carrying amount, which reflects the net amount the Company expects to collect. The allowance estimate reflects specific review of customer accounts and outstanding gaming promoter accounts with a balance over a specified dollar amount, based upon the age of the account, the customer's financial condition as well as management's experience with historical and current collection trends, current economic and business conditions, and management's expectations of future economic and business conditions and forecasts. Accounts are written off when management deems them to be uncollectible. Recoveries of accounts previously written off are recorded when received. Gaming Taxes The Company is subject to taxes based on gross gaming revenues in the jurisdictions in which it operates, subject to applicable jurisdictional adjustments. These gaming taxes are recorded as casino expenses in the accompanying Condensed Consolidated Statements of Operations. These taxes totaled $ 12.5 million and $ 561.8 million for the three months ended June 30, 2020 and 2019, respectively, and $ 266.4 million and $ 1.15 billion for the six months ended June 30, 2020 and 2019, respectively. Recently Adopted Accounting Standards Financial Instruments - Credit Losses The FASB issued ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326) in 2016. The new guidance replaces the incurred loss impairment methodology in current U.S. GAAP with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. For trade and other receivables, loans and other financial instruments, the Company is required to use a forward-looking expected loss model rather than the incurred loss model for recognizing credit losses which reflects losses that are probable. The Company adopted the guidance effective January 1, 2020, and this adoption did not have a material effect on its Condensed Consolidated Financial Statements. Cloud Computing Arrangement Implementation Costs In August 2018, the FASB issued ASU No. 2018-15, Customer's Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract. The ASU is intended to eliminate potential diversity in practice in accounting for costs incurred to implement cloud computing arrangements that are service contracts by requiring customers in such arrangements to follow internal-use software guidance with respect to such costs, with any resulting deferred implementation costs recognized over the term of the contract in the same income statement line item as the fees associated with the hosting element of the arrangement. The Company adopted the guidance effective January 1, 2020, and this adoption did not have a material effect on its Condensed Consolidated Financial Statements. Changes to the Disclosure Requirements for Fair Value Measurement In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement. The new guidance amends the disclosure requirements for recurring and nonrecurring fair value measurements by removing, modifying, and adding certain disclosures on fair value measurements in ASC 820. The amendments on changes in unrealized gains and losses, the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements, and the narrative description of measurement uncertainty should be applied prospectively for only the most recent interim or annual period presented in the initial fiscal year of adoption. All other amendments should be applied retrospectively to all periods presented upon their effective date. The Company adopted the guidance effective January 1, 2020, and this adoption did not have a material effect on its Condensed Consolidated Financial Statements. 11 Table of Contents WYNN RESORTS, LIMITED AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued) (unaudited) Note 3 - Cash, Cash Equivalents and Restricted Cash Cash, cash equivalents and restricted cash consisted of the following (in thousands): June 30, 2020 December 31, 2019 Cash and cash equivalents: Cash (1) $ 2,407,678 $ 1,265,502 Cash equivalents (2) 1,390,062 1,086,402 Total cash and cash equivalents 3,797,740 2,351,904 Restricted cash (3) 4,847 6,388 Total cash, cash equivalents and restricted cash $ 3,802,587 $ 2,358,292 (1) Cash consists of cash on hand and bank deposits. (2) Cash equivalents consist of bank time deposits and money market funds. (3) Restricted cash consists of cash collateral associated with obligations and cash held in a trust in accordance with WML's share award plan. Note 4 - Receivables, net Accounts Receivable and Credit Risk Receivables, net consisted of the following (in thousands): June 30, 2020 December 31, 2019 Casino $ 264,186 $ 304,137 Hotel 8,197 22,114 Other 112,255 59,495 384,637 385,746 Less: allowance for credit losses ( 88,319 ) ( 39,317 ) $ 296,318 $ 346,429 Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of casino receivables. As of June 30, 2020 and December 31, 2019, approximately 82.3 % and 79.0 %, respectively, of the Company's markers were due from customers residing outside the United States, primarily in Asia. Business or economic conditions or other significant events in the countries in which our customers reside could affect the collectability of such receivables. The Company believes the concentration of its credit risk in casino receivables is mitigated substantially by its credit investigation process, credit policies and collection procedures. The Company’s allowance for casino credit losses was 31.9 % and 12.4 % of gross casino receivables as of June 30, 2020 and December 31, 2019, respectively. The increase in allowance for casino credit losses is primarily due to the impact of historical collection patterns and expectations of current and future collection trends in light of the COVID-19 pandemic, as well as the specific review of customer accounts. Although the Company believes that its allowance is adequate, it is possible the estimated amounts of cash collections with respect to receivables could change. The Company’s allowance for credit losses from its hotel and other receivables is not material. 12 Table of Contents WYNN RESORTS, LIMITED AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued) (unaudited) The following table shows the movement in the Company's allowance for credit losses recognized for receivables that occurred during the period (in thousands): June 30, 2020 June 30, 2019 Balance at beginning of year $ 39,317 $ 32,694 Provision for credit losses 48,960 9,003 Write-offs ( 144 ) ( 12,391 ) Recoveries of receivables previously written-off 60 — Effect of exchange rate 126 54 Balance at end of period $ 88,319 $ 29,360 Note 5 - Property and Equipment, net Property and equipment, net consisted of the following (in thousands): June 30, 2020 December 31, 2019 Buildings and improvements $ 9,737,338 $ 9,367,241 Land and improvements 1,260,749 1,246,679 Furniture, fixtures and equipment 2,999,880 2,932,483 Airplanes 110,623 110,623 Construction in progress 155,393 477,333 14,263,983 14,134,359 Less: accumulated depreciation ( 4,848,670 ) ( 4,510,527 ) $ 9,415,313 $ 9,623,832 Depreciation expense for the three months ended June 30, 2020 and 2019 was $ 172.8 million and $ 135.6 million, and depreciation expense for the six months ended June 30, 2020 and 2019 was $ 345.1 million and $ 267.9 million, respectively. 13 Table of Contents WYNN RESORTS, LIMITED AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued) (unaudited) Note 6 - Long-Term Debt Long-term debt consisted of the following (in thousands): June 30, 2020 December 31, 2019 Macau Related: Wynn Macau Credit Facilities (1) : Wynn Macau Term Loan, due 2022 (2) $ 2,156,960 $ 2,302,540 Wynn Macau Revolver, due 2022 (3) 726,995 350,232 WML 4 7/8% Senior Notes, due 2024 600,000 600,000 WML 5 1/2% Senior Notes, due 2026 750,000 — WML 5 1/2% Senior Notes, due 2027 750,000 750,000 WML 5 1/8% Senior Notes, due 2029 1,000,000 1,000,000 U.S. and Corporate Related: WRF Credit Facilities (4) : WRF Term Loan, due 2024 962,500 987,500 WRF Revolver, due 2024 816,000 — WLV 4 1/4% Senior Notes, due 2023 500,000 500,000 WLV 5 1/2% Senior Notes, due 2025 1,780,000 1,780,000 WLV 5 1/4% Senior Notes, due 2027 880,000 880,000 WRF 5 1/8% Senior Notes, due 2029 750,000 750,000 WRF 7 3/4% Senior Notes, due 2025 600,000 — Retail Term Loan, due 2025 (5) 615,000 615,000 12,887,455 10,515,272 Less: Unamortized debt issuance costs and original issue discounts and premium, net ( 112,222 ) ( 111,413 ) 12,775,233 10,403,859 Less: Current portion of long-term debt ( 298,050 ) ( 323,876 ) Total long-term debt, net of current portion $ 12,477,183 $ 10,079,983 (1) The borrowings under the Wynn Macau Credit Facilities bear interest at LIBOR or HIBOR plus a margin of 1.50 % to 2.25 % per annum based on Wynn Resorts Macau S.A.’s leverage ratio. (2) As of June 30, 2020, approximately $ 1.22 billion and $ 937.0 million of the Wynn Macau Term Loan bore interest at a rate of LIBOR plus 1.75 % per year and HIBOR plus 1.75 % per year, respectively. As of June 30, 2020, the weighted average interest rate was approximately 2.04 %. (3) As of June 30, 2020, approximately $ 413.3 million and $ 313.7 million of the Wynn Macau Revolver bore interest at a rate of LIBOR plus 1.75 % per year and HIBOR plus 1.75 % per year, respectively. As of June 30, 2020, the weighted average interest rate was approximately 2.09 %. As of June 30, 2020, the available borrowing capacity under the Wynn Macau Revolver was $ 24.1 million. (4) The WRF Credit Facilities bear interest at a rate of LIBOR plus 1.75 % per year. As of June 30, 2020, the weighted average interest rate was approximately 1.93 %. Additionally, as of June 30, 2020, the available borrowing capacity under the WRF Revolver was $ 15.9 million, net of $ 18.1 million in outstanding letters of credit. (5) The Retail Term Loan bears interest at a rate of LIBOR plus 1.70 % per year. As of June 30, 2020, the interest rate was 1.87 %. WML 5 1/2% Senior Notes, due 2026 On June 19, 2020, WML issued $ 750.0 million aggregate principal amount of 5 1/2% Senior Notes due 2026 (the "2026 WML Notes") pursuant to an indenture (the "2026 Indenture"). The 2026 WML Notes will mature on January 15, 2026 and bear interest at the rate of 5 1/2% per annum payable in arrears semi-annually on January 15 and July 15 of each year, beginning on January 15, 2021. At any time prior to June 15, 2022, WML may use the net cash proceeds from certain equity offerings to redeem up to 35 % of the aggregate principal amount of the 2026 WML Notes at a redemption price equal to 105.500 % of the aggregate principal amount of the 2026 WML Notes, plus accrued and unpaid interest, if any. At any time prior to June 15, 2022, WML may redeem the 2026 WML Notes in whole or in part at a redemption price equal to the greater of (a) 100 % of the aggregate principal amount of the 2026 WML 14 Table of Contents WYNN RESORTS, LIMITED AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued) (unaudited) Notes to be redeemed, or (b) a make-whole amount as determined by an independent investment banker in accordance with the terms of the 2026 Indenture, in either case, plus accrued and unpaid interest. In addition, on or after June 15, 2022, WML may redeem the 2026 WML Notes in whole or in part at a premium decreasing annually from 104.125 % of the applicable principal amount to 100.000 %, plus accrued and unpaid interest. If WML undergoes a Change of Control (as defined in the 2026 Indenture), it must offer to repurchase the 2026 WML Notes at a price equal to 101 % of the aggregate principal amount thereof, plus accrued and unpaid interest. In addition, WML may redeem the 2026 WML Notes, in whole but not in part, at a redemption price equal to 100 % of the principal amount, plus accrued and unpaid interest, in response to any change in or amendment to certain tax laws or tax positions. Further, if a holder or beneficial owner of the 2026 WML Notes fails to meet certain requirements imposed by any Gaming Authority (as defined in the 2026 Indenture), WML may require the holder or beneficial owner to dispose of or redeem its 2026 WML Notes. Upon the occurrence of (a) any event after which none of WML or any subsidiary of WML has the applicable gaming concessions or authorizations in Macau in substantially the same manner and scope as WML and its subsidiaries are entitled to at the date on which the 2026 WML Notes are issued, for a period of ten consecutive days or more, and such event has a material adverse effect on WML and its subsidiaries, taken as a whole; or (b) the termination or modification of any such concessions or authorizations which has a material adverse effect on WML and its subsidiaries, taken as a whole, each holder of the 2026 WML Notes will have the right to require WML to repurchase all or any part of such holder's 2026 WML Notes at a purchase price in cash equal to 100 % of the principal amount thereof, plus accrued and unpaid interest. The 2026 WML Notes are WML's general unsecured obligations and rank pari passu in right of payment with all of WML's existing and future senior unsecured indebtedness; will rank senior to all of WML's future subordinated indebtedness, if any; will be effectively subordinated to all of WML's future secured indebtedness to the extent of the value of the assets securing such debt; and will be structurally subordinated to all existing and future obligations of WML's subsidiaries, including WML's existing credit facilities. The 2026 WML Notes are not registered under the Securities Act of 1933, as amended (the "Securities Act"), and the 2026 WML Notes are subject to restrictions on transferability and resale. The 2026 Indenture contains covenants limiting WML's (and certain of its subsidiaries') ability to, among other things: merge or consolidate with another company; transfer or sell all or substantially all of its properties or assets; and lease all or substantially all of its properties or assets. The terms of the 2026 Indenture contain customary events of default, including, but not limited to: default for 30 days in the payment when due of interest on the 2026 WML Notes; default in the payment when due of the principal of, or premium, if any, on the 2026 WML Notes; failure to comply with any payment obligations relating to the repurchase by WML of the 2026 WML Notes upon a change of control; failure to comply with certain covenants in the 2026 Indenture; certain defaults on certain other indebtedness; failure to pay judgments against WML or certain subsidiaries that, in the aggregate, exceed $ 50 million; and certain events of bankruptcy or insolvency. In the case of an event of default arising from certain events of bankruptcy or insolvency, all 2026 WML Notes then outstanding will become due and payable immediately without further action or notice. WML intends to use the net proceeds from the 2026 WML Notes for general corporate purposes until WML's business recovers from the effects of the COVID-19 pandemic, and then to facilitate the repayment of a portion of the amounts outstanding under the Wynn Macau Credit Facilities. In addition, WML used a portion of the net proceeds from the 2026 WML Notes to pay related fees and expenses totaling $ 7.1 million, which was recorded as debt issuance costs within the Condensed Consolidated Balance Sheet. WRF 7 3/4% Senior Notes, due 2025 On April 14, 2020, WRF and its subsidiary Wynn Resorts Capital Corp. (collectively with WRF, the "WRF Issuers"), each an indirect wholly owned subsidiary of the Company, issued $ 600.0 million aggregate principal amount of 7 3/4% Senior Notes due 2025 (the "2025 WRF Notes") pursuant to an indenture (the "2025 Indenture") among the WRF Issuers, the guarantors party thereto, and U.S. Bank National Association, as trustee (the "Trustee"), in a private offering. The 2025 WRF Notes were issued at par. The 2025 WRF Notes will mature on April 15, 2025 and bear interest at the rate of 7 3/4% per annum payable in arrears semi-annually on April 15 and October 15 of each year, beginning on October 15, 2020. The WRF Issuers may redeem some or all of the 2025 WRF Notes at any time prior to April 15, 2022 at a redemption price equal to 100 % of the aggregate principal amount of the 2025 WRF Notes to be redeemed plus a "make-whole" premium and accrued and unpaid interest. In addition, at any time prior to April 15, 2022, the WRF Issuers may, on any one or more occasions, redeem up to 35 % of the original 15 Table of Contents WYNN RESORTS, LIMITED AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued) (unaudited) aggregate principal amount of the 2025 WRF Notes with the proceeds of one or more equity offerings at a redemption price equal to 107.75 % of the aggregate principal amount thereof, plus accrued and unpaid interest, if any, to, but not including, the applicable redemption date. On or after April 15, 2022, the WRF Issuers may redeem some or all of the 2025 WRF Notes at the redemption prices set forth in the 2025 Indenture plus accrued and unpaid interest. In the event of a change of control triggering event, the WRF Issuers must offer to repurchase the 2025 WRF Notes at a repurchase price equal to 101 % of the aggregate principal amount thereof plus any accrued and unpaid interest, to, but not including, the repurchase date. The 2025 WRF Notes are subject to disposition and redemption requirements imposed by gaming laws and regulations of applicable gaming regulatory authorities. The 2025 WRF Notes are jointly and severally guaranteed by each of WRF’s existing domestic restricted subsidiaries that guarantee indebtedness under the WRF's senior secured credit facilities and the WRF Issuers' existing 5 1/8% senior notes due 2029, including Wynn Las Vegas, LLC and each of its subsidiaries that guarantees its existing senior notes due 2023, 2025 and 2027. The 2025 Indenture contains covenants that limit the ability of the WRF Issuers and the guarantors to, among other things, enter into sale-leaseback transactions, create or incur liens to secure debt, and merge, consolidate or sell all or substantially all of the WRF Issuers' assets. These covenants are subject to exceptions and qualifications set forth in the 2025 Indenture. The 2025 Indenture also contains customary events of default, including, but not limited to, failure to make required payments, failure to comply with certain covenants, failure to pay certain other indebtedness, certain events of bankruptcy and insolvency, and failure to pay certain judgments. An event of default under the 2025 Indenture allows either the Trustee or the holders of at least 25 % in aggregate principal amount of the 2025 WRF Notes, as applicable, issued under such 2025 Indenture to accelerate the amounts due under the 2025 WRF Notes, or in the case of a bankruptcy or insolvency, will automatically cause the acceleration of the amounts due under the 2025 WRF Notes. The 2025 WRF Notes were offered pursuant to an exemption under the Securities Act of 1933, as amended (the "Securities Act"). The 2025 WRF Notes were offered only to qualified institutional buyers in reliance on Rule 144A under the Securities Act or outside the United States to certain persons in reliance on Regulation S under the Securities Act. The 2025 WRF Notes have not been and will not be registered under the Securities Act or under any state securities laws. Therefore, the WRF 2025 Notes may not be offered or sold within the United States to, or for the account or benefit of, any United States person unless the offer or sale would qualify for a registration exemption from the Securities Act and applicable state securities laws. WRF used the net proceeds from the 2025 WRF Notes offering for general corporate purposes and to pay related fees and expenses totaling $ 5.6 million, of which $ 5.2 million was recorded as debt issuance costs within the Condensed Consolidated Balance Sheet. WRF Credit Agreement Amendment On April 10, 2020, WRF and certain of its subsidiaries entered into an amendment (the "WRF Credit Agreement Amendment") to its existing credit agreement (the "WRF Credit Agreement") among Deutsche Bank AG New York Branch, as administrative agent and collateral agent, and the other lenders party thereto. The WRF Credit Agreement Amendment amends the WRF Credit Agreement to, among other things, implement a financial covenant relief period (the "Financial Covenant Relief Period") through April 1, 2021 (unless earlier terminated by WRF), implement a financial covenant increase period (the "Financial Covenant Increase Period") commencing on the first day after the expiration of the Financial Covenant Relief Period and ending on the first day of the fourth fiscal quarter after the expiration of the Financial Covenant Relief Period (unless earlier terminated by WRF), amend the definition of "Consolidated EBITDA" in the WRF Credit Agreement during the Financial Covenant Increase Period, amend WRF's financial reporting obligations (including extensions to certain deadlines), add certain restrictions on restricted payments (including restrictions on a portion of dividends received from WRF's subsidiaries) during the Financial Covenant Relief Period and the Financial Covenant Increase Period, and amend the definition of "Material Adverse Effect" in the WRF Credit Agreement to take into consideration COVID-19. During the Financial Covenant Relief Period, the existing consolidated first lien net leverage ratio financial covenant will be replaced with a minimum liquidity financial covenant that requires WRF and its restricted subsidiaries to maintain liquidity of at least $ 300.0 million at all times (with liquidity being the sum of unrestricted operating cash, as defined in the WRF Credit 16 Table of Contents WYNN RESORTS, LIMITED AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued) (unaudited) Agreement, and the available borrowing capacity under the WRF Revolver). Following the Financial Covenant Relief Period and for as long as the Financial Covenant Increase Period is in effect, WRF may not permit the consolidated first lien net leverage ratio as of the last day of any fiscal quarter to exceed for the first fiscal quarter of the Financial Covenant Increase Period, 4.50 to 1.00, for the second fiscal quarter of the Financial Covenant Increase Period, 4.25 to 1.00, for the third fiscal quarter of the Financial Covenant Increase Period, 4.00 to 1.00, and for each subsequent fiscal quarter thereafter (including from and including the first fiscal quarter during which the Financial Covenant Increase Period has been terminated by WRF), 3.75 to 1.00. Retail Term Loan Agreement Amendment On May 5, 2020, Wynn/CA Plaza Property Owner, LLC and Wynn/CA Property Owner, LLC (collectively, the "Retail Borrowers"), subsidiaries of the Retail Joint Venture, entered into an amendment (the "Retail Term Loan Agreement Amendment") to its existing retail term loan agreement (the "Retail Term Loan Agreement"). The Retail Term Loan Agreement Amendment amends the Retail Term Loan Agreement to, among other things, temporarily suspend the requirement to maintain certain financial ratios to avoid triggering excess cash sweep provisions from the first quarter of 2020 through the fourth quarter of 2021. Debt Covenant Compliance As of June 30, 2020, management believes the Company was in compliance with all debt covenants. Fair Value of Long-Term Debt The estimated fair value of the Company's long-term debt as of June 30, 2020 and December 31, 2019, was approximately $ 12.03 billion and $ 10.80 billion, respectively, compared to its carrying value, excluding debt issuance costs and original issue discount and premium, of $ 12.89 billion and $ 10.52 billion, respectively. The estimated fair value of the Company's long-term debt is based on recent trades, if available, and indicative pricing from market information (Level 2 inputs). Note 7 - Stockholders' Equity Dividends During the first quarter of 2020, the Company paid a cash dividend of $ 1.00 per share, and recorded $ 107.5 million as a reduction of retained earnings from cash dividends declared. On May 6, 2020, the Company announced that it had suspended its quarterly dividend program due to the financial impact of the COVID-19 pandemic. During the first and second quarter of 2019, the Company paid a cash dividend of $ 0.75 and $ 1.00 per share, respectively, and recorded $ 80.7 million and $ 107.6 million, respectively, as a reduction of retained earnings from cash dividends declared. Noncontrolling Interests The board of directors of WML concluded not to recommend the payment of a dividend with respect to the year ended December 31, 2019 due to the financial impact of the COVID-19 pandemic. During the three months ended June 30, 2019 , WML paid a cash dividend of HK$ 0.45 per share for a total of $ 298.0 million. The Company's share of this dividend was $ 215.0 million with a reduction of $ 83.0 million to noncontrolling interest in the accompanying Condensed Consolidated Balance Sheet. 17 Table of Contents WYNN RESORTS, LIMITED AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued) (unaudited) Note 8 - Fair Value Measurements The following tables present assets and liabilities carried at fair value (in thousands): Fair Value Measurements Using: June 30, 2020 Quoted Market Prices in Active Markets (Level 1) Other Observable Inputs (Level 2) Unobservable Inputs (Level 3) Assets: Cash equivalents $ 1,390,062 $ 503,794 $ 886,268 — Restricted cash $ 4,847 $ 2,054 $ 2,793 — Liabilities: Interest rate collar $ 22,802 — $ 22,802 — Fair Value Measurements Using: December 31, 2019 Quoted Market Prices in Active Markets (Level 1) Other Observable Inputs (Level 2) Unobservable Inputs (Level 3) Assets: Cash equivalents $ 1,086,402 — $ 1,086,402 — Restricted cash $ 6,388 $ 2,048 $ 4,340 — Liabilities: Interest rate collar $ 3,847 — $ 3,847 — Note 9 - Customer Contract Liabilities In providing goods and services to its customers, there is often a timing difference between the Company receiving cash and the Company recording revenue for providing services or holding events. The Company's primary liabilities associated with customer contracts are as follows (in thousands): June 30, 2020 December 31, 2019 Increase (decrease) June 30, 2019 December 31, 2018 Increase (decrease) Casino outstanding chips and front money deposits (1) $ 904,792 $ 769,053 $ 135,739 $ 865,578 $ 905,561 $ ( 39,983 ) Advance room deposits and ticket sales (2) 28,874 49,834 ( 20,960 ) 36,185 42,197 ( 6,012 ) Other gaming-related liabilities (3) 5,592 13,970 ( 8,378 ) 7,405 12,694 ( 5,289 ) Loyalty program and related liabilities (4) 21,566 21,148 418 18,166 18,148 18 $ 960,824 $ 854,005 $ 106,819 $ 927,334 $ 978,600 $ ( 51,266 ) (1) Casino outstanding chips generally represent amounts owed to gaming promoters and customers for chips in their possession, and casino front money deposits represent funds deposited by customers before gaming play occurs. These amounts are included in customer deposits on the Condensed Consolidated Balance Sheets and may be recognized as revenue or redeemed for cash in the future. (2) Advance room deposits and ticket sales represent cash received in advance for goods or services to be provided in the future. These amounts are included in customer deposits on the Condensed Consolidated Balance Sheets and will be recognized as revenue when the goods or services are provided or the events are held. Decreases in this balance generally represent the recognition of revenue and increases in the balance represent additional deposits made by customers. The deposits are expected to primarily be recognized as revenue within one year. (3) Other gaming-related liabilities generally represent unpaid wagers primarily in the form of unredeemed slot, race and sportsbook tickets or wagers for future sporting events. The amounts are included in other accrued liabilities on the Condensed Consolidated Balance Sheets. (4) Loyalty program and related liabilities represent the deferral of revenue until the loyalty points or other complimentaries are redeemed. The amounts are included in other accrued liabilities on the Condensed Consolidated Balance Sheets and are expected to be recognized as revenue within one year of being earned by customers. 18 Table of Contents WYNN RESORTS, LIMITED AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued) (unaudited) Note 10 - Stock-Based Compensation The total compensation cost for stock-based compensation plans was recorded as follows (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2020 2019 2020 2019 Casino (1) $ 3,196 $ 1,790 $ 2,300 $ 4,374 Rooms 346 223 695 441 Food and beverage 666 477 1,303 809 Entertainment, retail and other 84 62 157 106 General and administrative (2) 16,792 6,938 25,993 13,768 Pre-opening — 340 — 670 Total stock-based compensation expense 21,084 9,830 30,448 20,168 Total stock-based compensation capitalized 486 83 703 147 Total stock-based compensation costs $ 21,570 $ 9,913 $ 31,151 $ 20,315 (1) For the six months ended June 30, 2020, reflects the reversal of $ 3.3 million of compensation cost previously recognized for awards forfeited in connection with the departure of an employee. (2) For the three and six months ended June 30, 2020, reflects compensation cost of $ 4.4 million recognized in connection with the vesting of restricted stock performance awards. Note 11 - Income Taxes The Company recorded an income tax expense of $ 80.9 million and an income tax benefit of $ 2.0 million for the three months ended June 30, 2020 and 2019, respectively, and an income tax expense of $ 156.7 million and an income tax benefit of $ 0.3 million for the six months ended June 30, 2020 and 2019. The 2020 income tax expense primarily related to the increase in the valuation allowances for U.S foreign tax credits and U.S. loss carryforwards. The 2019 income tax benefit primarily related to the decrease in the valuation allowance for U.S foreign tax credits. The Company records valuation allowances on certain of its U.S. and foreign deferred tax assets. In assessing the need for a valuation allowance, the Company considers whether it is more likely than not that the deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income. In the assessment of the valuation allowance, appropriate consideration is given to all positive and negative evidence including recent operating profitability, forecast of future earnings and the duration of statutory carryforward periods. Wynn Macau SA received a five year exemption from Macau's 12 % Complementary Tax on casino gaming profits through December 31, 2020. Accordingly, for the three months ended June 30, 2019, the Company was exempt from the payment of such taxes totaling $ 19.8 million. For the six months ended June 30, 2019, the Company was exempt from the payment of such taxes totaling $ 42.6 million. For the three and six months ended June 30, 2020, the Company did not have any casino gaming profits exempt from the Macau Complementary Tax. The Company's non-gaming profits remain subject to the Macau Complementary Tax and its casino winnings remain subject to the Macau special gaming tax and other levies in accordance with its concession agreement. In April 2020, Wynn Macau SA received an extension of the exemption from Macau’s 12 % Complementary Tax on casino gaming profits earned from January 1, 2021 to June 26, 2022, the expiration date of the gaming concession agreement. Note 12 - Earnings Per Share Basic earnings per share ("EPS") is computed by dividing net income (loss) attributable to Wynn Resorts by the weighted average number of common shares outstanding during the period. Diluted EPS is computed by dividing net income attributable to Wynn Resorts by the weighted average number of common shares outstanding during the period increased to include the number of additional shares of common stock that would have been outstanding if the potential dilutive securities had been issued. Potentially dilutive securities include outstanding stock options and unvested restricted stock. 19 Table of Contents WYNN RESORTS, LIMITED AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued) (unaudited) The weighted average number of common and common equivalent shares used in the calculation of basic and diluted EPS consisted of the following (in thousands, except per share amounts): Three Months Ended June 30, Six Months Ended June 30, 2020 2019 2020 2019 Numerator: Net income (loss) attributable to Wynn Resorts, Limited $ ( 637,564 ) $ 94,551 $ ( 1,039,601 ) $ 199,423 Denominator: Weighted average common shares outstanding 106,713 106,876 106,688 106,834 Potential dilutive effect of stock options, nonvested, and performance nonvested shares — 265 — 255 Weighted average common and common equivalent shares outstanding 106,713 107,141 106,688 107,089 Net income (loss) attributable to Wynn Resorts, Limited per common share, basic $ ( 5.97 ) $ 0.88 $ ( 9.74 ) $ 1.87 Net income (loss) attributable to Wynn Resorts, Limited per common share, diluted $ ( 5.97 ) $ 0.88 $ ( 9.74 ) $ 1.86 Anti-dilutive stock options, nonvested, and performance nonvested shares excluded from the calculation of diluted net income per share 1,127 287 1,127 365 Note 13 - Leases Lessor Arrangements The following table presents the minimum and contingent operating lease income for the periods presented (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2020 2019 2020 2019 Minimum rental income $ 28,073 $ 33,671 $ 59,723 $ 66,379 Contingent rental income 1,839 11,945 8,519 26,916 Total rental income $ 29,912 $ 45,616 $ 68,242 $ 93,295 Note 14 - Commitments and Contingencies Litigation In addition to the actions noted below, the Company and its affiliates are involved in litigation arising in the normal course of business. In the opinion of management, such litigation is not expected to have a material effect on the Company's financial condition, results of operations, and cash flows. Massachusetts Gaming License Related Actions On September 17, 2014, the Massachusetts Gaming Commission ("MGC") designated Wynn MA the award winner of the Greater Boston (Region A) gaming license (the "Boston area license"). On November 7, 2014, the gaming license became effective. 20 Table of Contents WYNN RESORTS, LIMITED AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued) (unaudited) Revere Action On October 16, 2014, the City of Revere, the host community to the unsuccessful bidder for the Boston area license, the International Brotherhood of Electrical Workers, Local 103, and several individuals, filed a complaint against the MGC and its gaming commissioners in Suffolk Superior Court in Boston, Massachusetts (the "Revere Action"). Mohegan Sun ("Mohegan") the other applicant for the Boston area license, joined the lawsuit and challenged the MGC's award of the Boston area license. On December 3, 2015, the court granted the MGC's motion to dismiss the claims asserted in the Revere Action and the court dismissed all claims except Mohegan's claim alleging procedural error by the MGC in granting the license to Wynn MA. The plaintiffs appealed. After multiple appeals and cross appeals, only two claims remained: (1) individual plaintiffs' claim for violation of the open meeting laws; and (2) Mohegan's claim for procedural error. On July 12, 2019, the Suffolk Superior Court granted the MGC's motion for summary judgment and dismissed the open meeting law claim, leaving only Mohegan's procedural claim. On August 2, 2019, Mohegan filed a motion to file a second amended complaint, to add new claims related to the MGC's allegedly inadequate 2013 investigation. On October 15, 2019, the court granted Mohegan's motion to amend and allowed it to file a second amended intervenor's complaint. Wynn MA was not named in the Revere Action. Derivative Litigation A number of stockholder derivative actions have been filed in state and federal court located in Clark County, Nevada against certain current and former members of the Company's Board of Directors and, in some cases, the Company's current and former officers. Each of the complaints alleges, among other things, breach of fiduciary duties in failing to detect, prevent and remedy alleged inappropriate personal conduct by Stephen A. Wynn in the workplace. On September 19, 2018, the Board established a Special Litigation Committee (the "SLC") to investigate the allegations in the State Derivative Case (as defined below). The actions filed in the Eighth Judicial District Court of Clark County, Nevada were consolidated as In re Wynn Resorts, Ltd. Derivative Litigation ("State Derivative Case"). On October 26, 2018, the SLC filed a motion to intervene and stay the State Derivative Case pending completion of its investigation, which the court granted. On June 3, 2019, a separate stockholder derivative action was filed in the Eighth Judicial District Court of Clark County, Nevada alleging substantially similar causes of action as the State Derivative Case with the additional allegation that various of the Company's attorneys committed professional malpractice, and certain current and former executives also breached fiduciary duties and aided and abetted the breach of fiduciary duties, in connection with the alleged inappropriate personal conduct by Stephen A. Wynn in the workplace. On July 26, 2019, the plaintiff voluntarily dismissed Matt Maddox, Stephen A. Wynn, Kimmarie Sinatra, John J. Hagenbuch, Ray R. Irani, Jay L. Johnson, Robert J. Miller, Patricia Mulroy, Clark T. Randt, Jr., Alvin V. Shoemaker, J. Edward Virtue, D. Boone Wayson, and one of the Company's law firms from the action. On September 19, 2019, the court entered an order consolidating this action into the State Derivative Case, and on December 2, 2019, further clarified that this action may not proceed as a separate action apart from the State Derivative Case. On November 27, 2019, the State Derivative Case parties agreed to terms of a settlement agreement. The court approved the settlement agreement on February 12, 2020, and entered a written order approving the settlement on March 10, 2020. Following dismissal of the only appeal, the settlement agreement has now become effective and final. Following the dismissal, the Company has received net proceeds of $ 27.7 million, which has been recognized as a reduction of general and administrative expense within the accompanying Condensed Consolidated Statements of Operations for the three and six months ended June 30, 2020. In 2018, several actions filed in the United States District Court, District of Nevada were consolidated as In re Wynn Resorts, Ltd. Derivative Litigation ("Federal Derivative Case"), which also claim corporate waste and violation of Section 14(a) of the Exchange Act. In June 2018, the Company filed a motion to dismiss and a motion to stay pending resolution of the Securities Action (described below). On March 29, 2019, the Court granted the Company's request for a stay. On March 25, 2020, the parties stipulated to dismiss the Federal Derivative Case given the approved settlement in the State Derivative Case. On March 25, 2019, a separate stockholder derivative action was filed in the United States District Court, District of Nevada alleging identical causes of action as the Federal Derivative Case with the additional allegation that the Board of Directors improperly refused the stockholder's demand to commence litigation against the officers and directors of the 21 Table of Contents WYNN RESORTS, LIMITED AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued) (unaudited) Company. On June 10, 2019, the Company filed a motion to dismiss, or alternatively to consolidate this action into the Federal Derivative Case. On March 23, 2020, the court denied the Company’s motion to dismiss as moot given the approved settlement in the State Derivative Case. On April 30, 2020, the Company filed a motion for summary judgment, seeking dismissal of the claims given the approved settlement in the State Derivative Case. Each of the actions seeks to recover for the Company unspecified damages, including restitution and disgorgement of profits, and also seeks to recover attorneys' fees, costs and related expenses for the plaintiff. Individual Stockholder Actions A number of stockholders have filed individual actions in the Eighth Judicial District Court of Clark County, Nevada against certain current and former members of the Company's Board of Directors and certain of the Company's current and former officers ("Individual Stockholder Actions"). Each of the complaints alleges that defendants, among other things, breached their fiduciary duties in failing to detect, prevent and remedy alleged inappropriate personal conduct by Stephen A. Wynn in the workplace causing injury to each of the individual stockholders. On January 29, 2019, the defendants filed motions to dismiss each of the Individual Stockholder Actions. On December 12, 2019, the district court entered an order denying the motions to dismiss, which the defendants appealed to the Nevada Supreme Court on December 24, 2019. On January 7, 2020, the Nevada Supreme Court stayed the underlying Individual Stockholder Actions pending a decision on the defendants' appeal. On July 27, 2020, the Supreme Court issued an order mandating that the district court dismiss the action. Securities Action On February 20, 2018, a putative securities class action was filed against the Company and certain current and former officers of the Company in the United States District Court, Southern District of New York (which was subsequently transferred to the United States District Court, District of Nevada) by John V. Ferris and Joann M. Ferris on behalf of all persons who purchased the Company's common stock between February 28, 2014 and January 25, 2018. The complaint alleges, among other things, certain violations of federal securities laws and seeks to recover unspecified damages as well as attorneys' fees, costs and related expenses for the plaintiffs. On April 15, 2019, the Company filed a motion to dismiss, which the court granted on May 27, 2020, with leave to amend. On July 1, 2020, the plaintiffs filed an amended complaint. The Company is now preparing a motion to dismiss the amended complaint. The defendants in these actions will vigorously defend against the claims pleaded against them. These actions are in preliminary stages and management has determined that based on proceedings to date, it is currently unable to determine the probability of the outcome of these actions or the range of reasonably possible loss, if any. Federal Investigation From time to time, the Company receives regulatory inquiries about compliance with anti-money laundering laws. The Company received requests for information from the U.S. Attorney’s Office for the Southern District of California relating to its anti-money laundering policies and procedures, and in the first half of 2020, received two grand jury subpoenas regarding various transactions at Wynn Las Vegas relating to certain patrons and agents who reside or operate in foreign jurisdictions. The Company continues to cooperate with the U.S. Attorney’s Office in its investigation, which remains ongoing. Because no charges or claims have been brought, the Company is unable to predict the outcome of the investigation, or reasonably estimate the possible loss or range of loss, if any, which could be associated with the resolution of any possible charges or claims that may be brought against the Company. Note 15 - Retail Joint Venture As of June 30, 2020 and December 31, 2019, the Retail Joint Venture had total assets of $ 97.0 million and $ 90.0 million, respectively, and total liabilities of $ 640.5 million and $ 622.4 million, respectively. As of June 30, 2020 and December 31, 2019, the Retail Joint Venture's liabilities included long-term debt of $ 612.0 million and $ 611.7 million, respectively, net of debt issuance costs, related to the outstanding borrowings under the Retail Term Loan. 22 Table of Contents WYNN RESORTS, LIMITED AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued) (unaudited) Note 16 - Segment Information The Company reviews the results of operations for each of its operating segments, and identifies reportable segments based upon factors such as geography, regulatory environment, and the Company's organizational and management reporting structure. Wynn Macau and Encore, an expansion at Wynn Macau, are managed as a single integrated resort and have been aggregated as one reportable segment ("Wynn Macau"). Wynn Palace is presented as a separate reportable segment and is combined with Wynn Macau for geographical presentation. Wynn Las Vegas, Encore, an expansion at Wynn Las Vegas, and the Retail Joint Venture are managed as a single integrated resort and have been aggregated as one reportable segment ("Las Vegas Operations"). On June 23, 2019, the Company opened Encore Boston Harbor, an integrated resort in Everett, Massachusetts. Encore Boston Harbor is presented as one reportable segment. Other Macau primarily represents the assets for the Company's Macau holding company. 23 Table of Contents WYNN RESORTS, LIMITED AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued) (unaudited) The following tables present the Company's segment information (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2020 2019 2020 2019 Operating revenues Macau Operations: Wynn Palace Casino $ ( 11,428 ) $ 528,545 $ 196,148 $ 1,151,720 Rooms 2,431 43,183 22,141 86,498 Food and beverage 4,231 28,810 17,529 57,434 Entertainment, retail and other (1) 13,484 28,378 32,413 59,886 8,718 628,916 268,231 1,355,538 Wynn Macau Casino ( 3,524 ) 481,204 186,604 931,446 Rooms 2,631 26,465 18,542 55,331 Food and beverage 3,684 20,129 13,215 41,105 Entertainment, retail and other (1) 9,097 18,676 23,016 42,483 11,888 546,474 241,377 1,070,365 Total Macau Operations 20,606 1,175,390 509,608 2,425,903 Las Vegas Operations: Casino 24,365 119,753 95,660 231,437 Rooms 12,353 127,554 118,458 246,644 Food and beverage 16,092 165,197 122,071 288,816 Entertainment, retail and other (1) 12,076 51,638 52,521 98,278 Total Las Vegas Operations 64,886 464,142 388,710 865,175 Encore Boston Harbor: Casino — 13,001 101,790 13,001 Rooms — 1,605 10,955 1,605 Food and beverage — 3,886 20,606 3,886 Entertainment, retail and other (1) 206 308 7,745 308 Total Encore Boston Harbor 206 18,800 141,096 18,800 Total operating revenues $ 85,698 $ 1,658,332 $ 1,039,414 $ 3,309,878 24 Table of Contents WYNN RESORTS, LIMITED AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued) (unaudited) Three Months Ended June 30, Six Months Ended June 30, 2020 2019 2020 2019 Adjusted Property EBITDA (2) Macau Operations: Wynn Palace $ ( 110,908 ) $ 167,165 $ ( 100,732 ) $ 389,751 Wynn Macau ( 82,646 ) 175,873 ( 63,438 ) 339,762 Total Macau Operations ( 193,554 ) 343,038 ( 164,170 ) 729,513 Las Vegas Operations (3) ( 75,564 ) 137,399 ( 97,641 ) 245,701 Encore Boston Harbor (4) ( 53,779 ) 146 ( 66,415 ) 146 Total ( 322,897 ) 480,583 ( 328,226 ) 975,360 Other operating expenses Pre-opening 2,186 69,883 4,737 97,596 Depreciation and amortization 179,266 140,269 358,012 276,826 Property charges and other 6,567 6,930 33,796 9,704 Corporate expenses and other (5) ( 8,984 ) 35,295 15,208 97,844 Stock-based compensation (6) 21,084 9,490 30,448 19,498 Total other operating expenses 200,119 261,867 442,201 501,468 Operating income (loss) ( 523,016 ) 218,716 ( 770,427 ) 473,892 Other non-operating income and expenses Interest income 3,983 6,265 11,936 13,552 Interest expense, net of amounts capitalized ( 133,218 ) ( 93,149 ) ( 262,045 ) ( 186,329 ) Change in derivatives fair value ( 3,294 ) ( 3,304 ) ( 18,954 ) ( 4,813 ) Loss on extinguishment of debt ( 619 ) — ( 1,462 ) — Other 2,233 11,715 12,568 5,357 Total other non-operating income and expenses ( 130,915 ) ( 78,473 ) ( 257,957 ) ( 172,233 ) Income (loss) before income taxes ( 653,931 ) 140,243 ( 1,028,384 ) 301,659 (Provision) benefit for income taxes ( 80,938 ) 1,991 ( 156,738 ) 306 Net income (loss) ( 734,869 ) 142,234 ( 1,185,122 ) 301,965 Net (income) loss attributable to noncontrolling interests 97,305 ( 47,683 ) 145,521 ( 102,542 ) Net income (loss) attributable to Wynn Resorts, Limited $ ( 637,564 ) $ 94,551 $ ( 1,039,601 ) $ 199,423 (1) Includes lease revenue accounted for under lease accounting guidance. For more information on leases, see Note 13, "Leases". (2) "Adjusted Property EBITDA" is net income (loss) before interest, income taxes, depreciation and amortization, pre-opening expenses, property charges and other, management and license fees, corporate expenses and other (including intercompany golf course and water rights leases), stock-based compensation, change in derivatives fair value, loss on extinguishment of debt, and other non-operating income and expenses. Adjusted Property EBITDA is presented exclusively as a supplemental disclosure because management believes that it is widely used to measure the performance, and as a basis for valuation, of gaming companies. Management uses Adjusted Property EBITDA as a measure of the operating performance of its segments and to compare the operating performance of its properties with those of its competitors, as well as a basis for determining certain incentive compensation. We also present Adjusted Property EBITDA because it is used by some investors to measure a company's ability to incur and service debt, make capital expenditures and meet working capital requirements. Gaming companies have historically reported EBITDA as a supplement to GAAP. In order to view the operations of their casinos on a more stand-alone basis, gaming companies, including us, have historically excluded from their EBITDA calculations preopening expenses, property charges, corporate expenses and stock-based compensation, that do not relate to the management of specific casino properties. However, Adjusted Property EBITDA should not be considered as an alternative to operating income as an indicator of our performance, as an alternative to cash flows from operating activities as a measure of liquidity, or as an alternative to any other measure determined in accordance with GAAP. Unlike net income, Adjusted Property EBITDA does not include depreciation or interest expense and therefore does not reflect current or future capital expenditures or the cost of capital. We have significant uses of cash flows, including capital expenditures, interest payments, debt principal repayments, income taxes and other non-recurring charges, which are not reflected in Adjusted Property EBITDA. Also, our calculation of Adjusted Property EBITDA may be different from the calculation methods used by other companies and, therefore, comparability may be limited. (3) For the three months ended June 30, 2020, ex cludes $ 56.4 million of expense acc rued during the first quarter of 2020 related to the Company's commitment to pay salary, tips, and benefits continuation for all of our U.S. employees for the period from April 1 through May 15, 2020. (4) For the three months ended June 30, 2020, excludes $ 19.3 million of expense accrued during the first quarter of 2020 related to the Company's commitment to pay salary, tips, and benefits continuation for all of our U.S. employees for the period from April 1 through May 15, 2020. (5) For the three and six months ended June 30, 2020, includes a $ 27.7 million net gain recorded in relation to a derivative litigation settlement. For the six months ended June 30, 2019, includes a $ 35.0 million nonrecurring regulatory expense. (6) Excludes $ 0.4 million and $ 0.7 million included in pre-opening expenses for the three and six months ended June 30, 2019, respectively. 25 Table of Contents WYNN RESORTS, LIMITED AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued) (unaudited) June 30, 2020 December 31, 2019 Assets Macau Operations: Wynn Palace $ 3,568,590 $ 3,734,210 Wynn Macau 1,586,192 1,656,625 Other Macau 1,709,555 1,023,411 Total Macau Operations 6,864,337 6,414,246 Las Vegas Operations 3,060,303 2,806,972 Encore Boston Harbor 2,331,115 2,456,667 Corporate and other 2,629,920 2,193,396 Total $ 14,885,675 $ 13,871,281 26 Table of Contents