Item 1. Financial Statements
Item 1. Financial Statements
WYNN RESORTS, LIMITED AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except share data)
September 30,
2020 December 31,
2019
(unaudited)
ASSETS
Current assets:
Cash and cash equivalents $ 3,554,895 $ 2,351,904
Accounts receivable, net of allowance for credit losses of $ 98,989 and $ 39,317
178,826 346,429
Inventories 73,627 88,519
Prepaid expenses and other 62,129 69,485
Total current assets 3,869,477 2,856,337
Property and equipment, net 9,313,066 9,623,832
Restricted cash 4,849 6,388
Intangible assets, net 138,742 146,414
Operating lease assets 406,402 452,919
Deferred income taxes, net — 562,262
Other assets 234,580 223,129
Total assets $ 13,967,116 $ 13,871,281
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current liabilities:
Accounts and construction payables $ 146,427 $ 262,437
Customer deposits 886,073 824,269
Gaming taxes payable 21,842 168,043
Accrued compensation and benefits 112,239 180,140
Accrued interest 144,025 73,136
Current portion of long-term debt 226,618 323,876
Other accrued liabilities 151,476 150,983
Total current liabilities 1,688,700 1,982,884
Long-term debt 12,562,972 10,079,983
Long-term operating lease liabilities 125,846 159,182
Other long-term liabilities 136,229 107,760
Total liabilities 14,513,747 12,329,809
Commitments and contingencies (Note 14)
Stockholders' equity (deficit):
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; 123,443,352 and 122,837,930 shares issued; 107,872,298 and 107,363,943 shares outstanding, respectively
1,234 1,228
Treasury stock, at cost; 15,571,054 and 15,473,987 shares, respectively
( 1,420,535 ) ( 1,410,998 )
Additional paid-in capital 2,554,443 2,512,676
Accumulated other comprehensive loss ( 898 ) ( 1,679 )
Retained earnings (accumulated deficit) ( 1,262,947 ) 641,818
Total Wynn Resorts, Limited stockholders' equity (deficit) ( 128,703 ) 1,743,045
Noncontrolling interests ( 417,928 ) ( 201,573 )
Total stockholders' equity (deficit) ( 546,631 ) 1,541,472
Total liabilities and stockholders' equity (deficit) $ 13,967,116 $ 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 September 30, Nine Months Ended September 30,
2020 2019 2020 2019
Operating revenues:
Casino $ 201,872 $ 1,108,364 $ 782,074 $ 3,435,968
Rooms 61,144 205,876 231,240 595,953
Food and beverage 76,586 228,508 250,007 619,749
Entertainment, retail and other 30,850 105,014 146,545 305,970
Total operating revenues 370,452 1,647,762 1,409,866 4,957,640
Operating expenses:
Casino 160,861 722,692 734,689 2,197,750
Rooms 35,940 75,188 139,787 205,042
Food and beverage 76,536 196,661 314,335 527,502
Entertainment, retail and other 13,370 42,078 75,823 129,636
General and administrative 160,896 246,442 547,305 665,988
Provision for credit losses 11,588 4,036 60,548 13,039
Pre-opening 877 1,616 5,614 99,212
Depreciation and amortization 183,486 172,998 541,498 449,824
Property charges and other 9,905 8,216 43,701 17,920
Total operating expenses 653,459 1,469,927 2,463,300 4,305,913
Operating income (loss) ( 283,007 ) 177,835 ( 1,053,434 ) 651,727
Other income (expense):
Interest income 2,033 6,427 13,969 19,979
Interest expense, net of amounts capitalized ( 145,142 ) ( 114,652 ) ( 407,187 ) ( 300,981 )
Change in derivatives fair value 4,675 ( 2,101 ) ( 14,279 ) ( 6,914 )
Loss on extinguishment of debt ( 3,139 ) ( 12,196 ) ( 4,601 ) ( 12,196 )
Other 412 ( 8,703 ) 12,980 ( 3,346 )
Other income (expense), net ( 141,161 ) ( 131,225 ) ( 399,118 ) ( 303,458 )
Income (loss) before income taxes ( 424,168 ) 46,610 ( 1,452,552 ) 348,269
Provision for income taxes ( 407,365 ) ( 19,727 ) ( 564,103 ) ( 19,421 )
Net income (loss) ( 831,533 ) 26,883 ( 2,016,655 ) 328,848
Less: net (income) loss attributable to noncontrolling interests 73,391 ( 30,379 ) 218,912 ( 132,921 )
Net income (loss) attributable to Wynn Resorts, Limited $ ( 758,142 ) $ ( 3,496 ) $ ( 1,797,743 ) $ 195,927
Basic and diluted net income (loss) per common share:
Net income (loss) attributable to Wynn Resorts, Limited:
Basic $ ( 7.10 ) $ ( 0.03 ) $ ( 16.85 ) $ 1.83
Diluted $ ( 7.10 ) $ ( 0.03 ) $ ( 16.85 ) $ 1.83
Weighted average common shares outstanding:
Basic 106,783 106,707 106,720 106,791
Diluted 106,783 106,707 106,720 107,024
Dividends declared per common share $ — $ 1.00 $ — $ 2.75
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 September 30, Nine Months Ended September 30,
2020 2019 2020 2019
Net income (loss) $ ( 831,533 ) $ 26,883 $ ( 2,016,655 ) $ 328,848
Other comprehensive income (loss):
Foreign currency translation adjustments, before and after tax 14 ( 989 ) 1,082 ( 1,039 )
Total comprehensive income (loss) ( 831,519 ) 25,894 ( 2,015,573 ) 327,809
Less: comprehensive (income) loss attributable to noncontrolling interests 73,387 ( 30,104 ) 218,611 ( 132,632 )
Comprehensive income (loss) attributable to Wynn Resorts, Limited $ ( 758,132 ) $ ( 4,210 ) $ ( 1,796,962 ) $ 195,177
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 (DEFICIT)
(in thousands, except share data)
(unaudited)
For the Three Months Ended September 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 (deficit) Noncontrolling
interests Total
stockholders'
equity (deficit)
Balances, July 1, 2020 107,869,865 $ 1,234 $ ( 1,419,435 ) $ 2,543,718 $ ( 908 ) $ ( 505,090 ) $ 619,519 $ ( 345,321 ) $ 274,198
Net loss — — — — — ( 758,142 ) ( 758,142 ) ( 73,391 ) ( 831,533 )
Currency translation adjustment — — — — 10 — 10 4 14
Issuance of restricted stock 182,087 2 — ( 3 ) — — ( 1 ) — ( 1 )
Cancellation of restricted stock ( 164,633 ) ( 2 ) — 2 — — — — —
Shares repurchased by the Company and held as treasury shares ( 15,021 ) — ( 1,100 ) — — — ( 1,100 ) — ( 1,100 )
Cash dividends declared — — — — — 285 285 15 300
Distribution to noncontrolling interest — — — — — — ( 998 ) ( 998 )
Stock-based compensation — — — 10,726 — — 10,726 1,763 12,489
Balances, September 30, 2020 107,872,298 $ 1,234 $ ( 1,420,535 ) $ 2,554,443 $ ( 898 ) $ ( 1,262,947 ) $ ( 128,703 ) $ ( 417,928 ) $ ( 546,631 )
For the Three Months Ended September 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, July 1, 2019 107,610,356 $ 1,228 $ ( 1,379,644 ) $ 2,498,316 $ ( 1,986 ) $ 932,907 $ 2,050,821 $ ( 199,882 ) $ 1,850,939
Net income (loss) — — — — — ( 3,496 ) ( 3,496 ) 30,379 26,883
Currency translation adjustment — — — — ( 714 ) — ( 714 ) ( 275 ) ( 989 )
Exercise of stock options 36,000 — — 2,151 — — 2,151 — 2,151
Issuance of restricted stock 27,276 — — — — — — — —
Cancellation of restricted stock ( 27,809 ) — — — — — — — —
Shares repurchased by the Company and held as treasury shares ( 283,321 ) — ( 30,073 ) — — — ( 30,073 ) — ( 30,073 )
Cash dividends declared — — — — — ( 107,341 ) ( 107,341 ) ( 82,949 ) ( 190,290 )
Distribution to noncontrolling interest — — — — — — — ( 998 ) ( 998 )
Stock-based compensation — — — 7,403 — — 7,403 853 8,256
Balances, September 30, 2019 107,362,502 $ 1,228 $ ( 1,409,717 ) $ 2,507,870 $ ( 2,700 ) $ 822,070 $ 1,918,751 $ ( 252,872 ) $ 1,665,879
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 (DEFICIT) (continued)
(in thousands, except share data)
(unaudited)
For the Nine Months Ended September 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 (deficit) Noncontrolling
interests Total
stockholders'
equity (deficit)
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 — — — — — ( 1,797,743 ) ( 1,797,743 ) ( 218,912 ) ( 2,016,655 )
Currency translation adjustment — — — — 781 — 781 301 1,082
Issuance of restricted stock 843,102 8 — 6,700 — — 6,708 818 7,526
Cancellation of restricted stock ( 237,680 ) ( 2 ) — 2 — — — — —
Shares repurchased by the Company and held as treasury shares ( 97,067 ) — ( 9,537 ) — — — ( 9,537 ) 141 ( 9,396 )
Cash dividends declared — — — — — ( 107,022 ) ( 107,022 ) 45 ( 106,977 )
Distribution to noncontrolling interest — — — — — — — ( 1,996 ) ( 1,996 )
Stock-based compensation — — — 35,065 — — 35,065 3,248 38,313
Balances, September 30, 2020 107,872,298 $ 1,234 $ ( 1,420,535 ) $ 2,554,443 $ ( 898 ) $ ( 1,262,947 ) $ ( 128,703 ) $ ( 417,928 ) $ ( 546,631 )
For the Nine Months Ended September 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 — — — — — 195,927 195,927 132,921 328,848
Currency translation adjustment — — — — ( 750 ) — ( 750 ) ( 289 ) ( 1,039 )
Exercise of stock options 293,690 3 — 14,693 — — 14,696 — 14,696
Issuance of restricted stock 456,505 4 — 14,344 — — 14,348 785 15,133
Cancellation of restricted stock ( 39,649 ) — — — — — — — —
Shares repurchased by the Company and held as treasury shares ( 580,070 ) — ( 65,705 ) — — — ( 65,705 ) — ( 65,705 )
Cash dividends declared — — — — — ( 295,642 ) ( 295,642 ) ( 165,849 ) ( 461,491 )
Distribution to noncontrolling interest — — — — — — — ( 3,725 ) ( 3,725 )
Stock-based compensation — — — 21,754 — — 21,754 2,619 24,373
Balances, September 30, 2019 107,362,502 $ 1,228 $ ( 1,409,717 ) $ 2,507,870 $ ( 2,700 ) $ 822,070 $ 1,918,751 $ ( 252,872 ) $ 1,665,879
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)
Nine Months Ended September 30,
2020 2019
Cash flows from operating activities:
Net income (loss) $ ( 2,016,655 ) $ 328,848
Adjustments to reconcile net income (loss) to net cash (used in) provided by operating activities:
Depreciation and amortization 541,498 449,824
Deferred income taxes 562,262 16,838
Stock-based compensation expense 40,501 30,444
Amortization of debt issuance costs 21,770 22,171
Loss on extinguishment of debt 4,601 12,196
Provision for credit losses 60,548 13,039
Change in derivatives fair value 14,279 6,914
Property charges and other 30,721 21,238
Increase (decrease) in cash from changes in:
Receivables, net 105,879 ( 23,046 )
Inventories, prepaid expenses and other 15,923 ( 17,380 )
Customer deposits 45,852 2,355
Accounts payable and accrued expenses ( 208,258 ) ( 83,556 )
Net cash (used in) provided by operating activities ( 781,079 ) 779,885
Cash flows from investing activities:
Capital expenditures, net of construction payables and retention ( 261,093 ) ( 878,335 )
Purchase of intangible and other assets — ( 6,000 )
Proceeds from sale of assets and other 3,733 592
Net cash used in investing activities ( 257,360 ) ( 883,743 )
Cash flows from financing activities:
Proceeds from issuance of long-term debt 3,919,377 2,549,072
Repayments of long-term debt ( 1,540,609 ) ( 2,443,367 )
Repurchase of common stock ( 9,537 ) ( 65,705 )
Finance lease payment ( 2,194 ) ( 36 )
Proceeds from exercise of stock options 70 14,696
Dividends paid ( 108,282 ) ( 460,139 )
Distribution to noncontrolling interest ( 1,996 ) ( 3,725 )
Payments for financing costs ( 20,350 ) ( 22,359 )
Net cash provided by (used in) financing activities 2,236,479 ( 431,563 )
Effect of exchange rate on cash, cash equivalents and restricted cash 3,412 ( 1,610 )
Cash, cash equivalents and restricted cash:
Increase (decrease) in cash, cash equivalents and restricted cash 1,201,452 ( 537,031 )
Balance, beginning of period 2,358,292 2,219,323
Balance, end of period $ 3,559,744 $ 1,682,292
Supplemental cash flow disclosures:
Cash paid for interest, net of amounts capitalized $ 313,696 $ 265,873
Liability settled with shares of common stock $ 6,720 $ 15,134
Accounts and construction payables related to property and equipment $ 85,585 $ 202,375
Other liabilities related to intangible assets $ 12,880 $ 13,463
Finance lease liabilities arising from obtaining finance lease assets $ 42,432 $ 1,413
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.
In October 2020, Wynn Interactive, Ltd. ("Wynn Interactive") was formed through the merger of Wynn Resorts' digital gaming businesses and Wynn's strategic partner, BetBull Limited ("BetBull"). The merger was effected through a series of transactions which resulted in the Company contributing to BetBull its interests in WSI US, LLC and Wynn Social Gaming, LLC, which operate Wynn's existing U.S. online sports betting and gaming business and social casino business, respectively. Following the merger, Wynn Resorts holds an approximately 71 % interest in Wynn Interactive, which Wynn Resorts will consolidate.
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 and requirements for negative COVID-19 tests before entering Macau, 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 suspension in late January 2020 of the Chinese government's visa and group tour schemes that allow mainland Chinese residents to travel to Macau, quarantine and testing measures in Macau and elsewhere, travel and entry requirements, restrictions, and bans in Macau, Hong Kong, Taiwan, and certain cities and regions in 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, and quarantine requirements for those traveling between Hong Kong and Macau have been announced to remain effective until at least December 31, 2020, at which time they may be lifted.
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 have eased as certain regions gradually recover from the COVID-19 pandemic. In July 2020, Guangdong Province, a Chinese province adjacent to Macau, eased certain quarantine requirements for
9
Table of Contents
WYNN RESORTS, LIMITED AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(unaudited)
those traveling between Guangdong Province and Macau, subject to certain testing requirements and health declarations. On September 23, 2020, mainland China authorities fully resumed the Individual Visit Scheme exit visa program, 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. Stringent health declarations, testing and other procedures remain in place, and all visitors seeking entry to Macau need to test negative for COVID-19 before entering Macau.
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. Beginning October 19, 2020, Encore at Wynn Las Vegas adjusted its operating schedule to five days/four nights each week due to currently reduced customer demand levels.
Encore Boston Harbor closed on March 15, 2020, and reopened on July 10, 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, and mask protection. In addition, certain food and beverage outlets remain closed and hotel reservations were limited to Thursday through Sunday through the third quarter of 2020. On November 2, 2020, the Governor of Massachusetts issued a directive limiting the operating hours of certain businesses, including restaurants and casinos, effective November 6, 2020. Encore Boston Harbor has modified its hours of operation as a result of this directive. The Company is currently unable to determine when these measures will be lifted.
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 September 30, 2020, the Company had total cash and cash equivalents, excluding restricted cash, of $ 3.55 billion, and had access to $ 15.9 million of available borrowing capacity from the WRF Revolving Facility. In addition, the Company has suspended its dividend program and has postponed major project capital expenditures. Given the Company's liquidity position at September 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 nine months ended September 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.
10
Table of Contents
WYNN RESORTS, LIMITED AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(unaudited)
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.
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 $ 66.1 million and $ 543.9 million for the three months ended September 30, 2020 and 2019, respectively, and $ 332.5 million and $ 1.69 billion for the nine months ended September 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):
September 30,
2020 December 31,
2019
Cash and cash equivalents:
Cash (1)
$ 2,518,812 $ 1,265,502
Cash equivalents (2)
1,036,083 1,086,402
Total cash and cash equivalents 3,554,895 2,351,904
Restricted cash (3)
4,849 6,388
Total cash, cash equivalents and restricted cash $ 3,559,744 $ 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):
September 30,
2020 December 31,
2019
Casino $ 210,763 $ 304,137
Hotel 7,145 22,114
Other 59,907 59,495
277,815 385,746
Less: allowance for credit losses ( 98,989 ) ( 39,317 )
$ 178,826 $ 346,429
Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of casino receivables. As of September 30, 2020 and December 31, 2019, approximately 79.3 % 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 45.8 % and 12.4 % of gross casino receivables as of September 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):
September 30,
2020 September 30,
2019
Balance at beginning of year $ 39,317 $ 32,694
Provision for credit losses 60,548 13,039
Write-offs ( 1,233 ) ( 12,833 )
Recoveries of receivables previously written-off 228 —
Effect of exchange rate 129 ( 19 )
Balance at end of period $ 98,989 $ 32,881
Note 5 - Property and Equipment, net
Property and equipment, net consisted of the following (in thousands):
September 30,
2020 December 31,
2019
Buildings and improvements $ 9,756,777 $ 9,367,241
Land and improvements 1,264,126 1,246,679
Furniture, fixtures and equipment 3,061,950 2,932,483
Airplanes 110,623 110,623
Construction in progress 127,140 477,333
14,320,616 14,134,359
Less: accumulated depreciation ( 5,007,550 ) ( 4,510,527 )
$ 9,313,066 $ 9,623,832
Depreciation expense for the three months ended September 30, 2020 and 2019 was $ 177.3 million and $ 166.5 million, and depreciation expense for the nine months ended September 30, 2020 and 2019 was $ 522.4 million and $ 434.4 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):
September 30,
2020 December 31,
2019
Macau Related:
Wynn Macau Credit Facilities (1) :
Wynn Macau Term Loan, due 2022 (2)
$ 1,306,974 $ 2,302,540
Wynn Macau Revolver, due 2022 (3)
751,073 350,232
WML 4 7/8% Senior Notes, due 2024 600,000 600,000
WML 5 1/2% Senior Notes, due 2026 1,000,000 —
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
WML 5 5/8% Senior Notes, due 2028 600,000 —
U.S. and Corporate Related:
WRF Credit Facilities (4) :
WRF Term Loan, due 2024 950,000 987,500
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
12,899,047 10,515,272
Less: Unamortized debt issuance costs and original issue discounts and premium, net ( 109,457 ) ( 111,413 )
12,789,590 10,403,859
Less: Current portion of long-term debt ( 226,618 ) ( 323,876 )
Total long-term debt, net of current portion $ 12,562,972 $ 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 September 30, 2020, approximately $ 739.2 million and $ 567.8 million of the Wynn Macau Term Loan bore interest at a rate of LIBOR plus 2.125 % per year and HIBOR plus 2.125 % per year, respectively. As of September 30, 2020, the weighted average interest rate was approximately 2.42 %.
(3) As of September 30, 2020, approximately $ 427.0 million and $ 324.1 million of the Wynn Macau Revolver bore interest at a rate of LIBOR plus 2.125 % per year and HIBOR plus 2.125 % per year, respectively. As of September 30, 2020, the weighted average interest rate was approximately 2.39 %. As of September 30, 2020, the Company had no available borrowing capacity under the Wynn Macau Revolver.
(4) The WRF Credit Facilities bear interest at a rate of LIBOR plus 1.75 % per year. As of September 30, 2020, the weighted average interest rate was approximately 1.90 %. Additionally, as of September 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 September 30, 2020, the effective interest rate was 2.70 %.
WML Senior Notes Offering
On June 19, 2020, WML issued $ 750.0 million aggregate principal amount of 5 1/2% Senior Notes due 2026 (the "Existing 2026 WML Notes") pursuant to an indenture (the "2026 Indenture").
On August 26, 2020, WML issued additional $ 250.0 million aggregate principal amount of 5 1/2% Senior Notes due 2026 (the "Additional 2026 Notes," together with the Existing 2026 WML Notes, "2026 WML Notes") pursuant to the 2026 Indenture, and $ 600.0 million aggregate principal amount of 5 5/8% Senior Notes due 2028 (the "2028 WML Notes," together with the 2026 WML Notes, the “2026 and 2028 WML Notes”) pursuant to an indenture (the "2028 Indenture,” together with
14
Table of Contents
WYNN RESORTS, LIMITED AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(unaudited)
the 2026 Indenture, the “2026 and 2028 Indentures”). The Additional 2026 Notes have identical terms, other than the issue date and the issue price, to, rank equally with and form a part of a single class of securities with the Existing 2026 WML Notes.
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 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.
The 2028 WML Notes will mature on August 26, 2028 and bear interest at the rate of 5 5/8% per annum payable in arrears semi-annually on February 26 and August 26 of each year, beginning on February 26, 2021. At any time prior to August 26, 2023, WML may use the net cash proceeds from certain equity offerings to redeem up to 35 % of the aggregate principal amount of the 2028 WML Notes at a redemption price equal to 105.625 % of the aggregate principal amount of the 2028 WML Notes, plus accrued and unpaid interest, if any. At any time prior to August 26, 2023, WML may redeem the 2028 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 2028 WML Notes to be redeemed, or (b) a make-whole amount as determined by an independent investment banker in accordance with the terms of the 2028 Indenture, in either case, plus accrued and unpaid interest.
In addition, on or after August 26, 2023, WML may redeem the 2028 WML Notes in whole or in part at a premium decreasing annually from 102.813 % of the applicable principal amount to 100.000 %, plus accrued and unpaid interest. If WML undergoes a Change of Control (as defined in the 2028 Indenture), it must offer to repurchase the 2028 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 2028 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 2028 WML Notes fails to meet certain requirements imposed by any Gaming Authority (as defined in the 2028 Indenture), WML may require the holder or beneficial owner to dispose of or redeem its 2028 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 and 2028 WML Notes are issued, for a period of 10 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 and 2028 WML Notes will have the right to require WML to repurchase all or any part of such holder’s 2026 and 2028 WML Notes at a purchase price in cash equal to 100 % of the principal amount thereof, plus accrued and unpaid interest.
The 2026 and 2028 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 and 2028 WML Notes are not registered under the Securities Act of 1933, as amended (the “Securities Act”), and the 2026 and 2028 WML Notes are subject to restrictions on transferability and resale.
The 2026 and 2028 Indentures contain 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
15
Table of Contents
WYNN RESORTS, LIMITED AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(unaudited)
lease all or substantially all of its properties or assets. The terms of the 2026 and 2028 Indentures contain customary events of default, including, but not limited to: default for 30 days in the payment when due of interest on the 2026 and 2028 WML Notes; default in the payment when due of the principal of, or premium, if any, on the 2026 and 2028 WML Notes; failure to comply with any payment obligations relating to the repurchase by WML of the 2026 and 2028 WML Notes upon a change of control; failure to comply with certain covenants in the 2026 and 2028 Indentures; 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 and 2028 WML Notes then outstanding will become due and payable immediately without further action or notice.
WML intends to use the net proceeds from the Existing 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. WML used the net proceeds from the Additional 2026 and 2028 WML Notes to facilitate the prepayment of term loans outstanding under the Wynn Macau Credit Facilities in September 2020. WML used a portion of the proceeds from the 2026 and 2028 WML Notes to pay related fees and expenses totaling $ 14.2 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 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
16
Table of Contents
WYNN RESORTS, LIMITED AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(unaudited)
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 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 September 30, 2020, management believes the Company was in compliance with all debt covenants.
17
Table of Contents
WYNN RESORTS, LIMITED AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(unaudited)
Fair Value of Long-Term Debt
The estimated fair value of the Company's long-term debt as of September 30, 2020 and December 31, 2019, was approximately $ 12.34 billion and $ 10.80 billion, respectively, compared to its carrying value, excluding debt issuance costs and original issue discount and premium, of $ 12.90 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 (Deficit)
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, second, and third quarter of 2019, the Company paid cash dividends of $ 0.75 , $ 1.00 , and $ 1.00 per share, respectively, and recorded $ 80.7 million, $ 107.6 million, and $ 107.3 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.
On September 16, 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 $ 215.1 million with a reduction of $ 82.9 million to noncontrolling interest in the accompanying Condensed Consolidated Balance Sheet.
On June 19, 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.
18
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:
September 30,
2020 Quoted
Market
Prices in
Active
Markets
(Level 1) Other
Observable
Inputs
(Level 2) Unobservable
Inputs
(Level 3)
Assets:
Cash equivalents $ 1,036,083 $ 504,964 $ 531,119 —
Restricted cash $ 4,849 $ 2,054 $ 2,795 —
Liabilities:
Interest rate collar $ 18,127 — $ 18,127 —
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):
September 30, 2020 December 31, 2019 Increase (decrease) September 30, 2019 December 31, 2018 Increase (decrease)
Casino outstanding chips and front money deposits (1)
$ 836,370 $ 769,053 $ 67,317 $ 907,598 $ 905,561 $ 2,037
Advance room deposits and ticket sales (2)
28,885 49,834 ( 20,949 ) 43,086 42,197 889
Other gaming-related liabilities (3)
6,212 13,970 ( 7,758 ) 9,297 12,694 ( 3,397 )
Loyalty program and related liabilities (4)
23,362 21,148 2,214 22,918 18,148 4,770
$ 894,829 $ 854,005 $ 40,824 $ 982,899 $ 978,600 $ 4,299
(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.
19
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 September 30, Nine Months Ended September 30,
2020 2019 2020 2019
Casino (1)
$ 2,496 $ 1,880 $ 4,796 $ 6,254
Rooms 403 296 1,098 737
Food and beverage 868 372 2,171 1,181
Entertainment, retail and other 102 9 259 115
General and administrative (2)
6,184 7,719 32,177 21,487
Pre-opening — — — 670
Total stock-based compensation expense 10,053 10,276 40,501 30,444
Total stock-based compensation capitalized 659 81 1,362 228
Total stock-based compensation costs $ 10,712 $ 10,357 $ 41,863 $ 30,672
(1) For the nine months ended September 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 nine months ended September 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 $ 407.4 million and $ 19.7 million for the three months ended September 30, 2020 and 2019, respectively, and an income tax expense of $ 564.1 million and $ 19.4 million for the nine months ended September 30, 2020 and 2019. The 2020 income tax expense primarily related to the increase in the valuation allowances for U.S foreign tax credits, U.S. loss carryforwards and other U.S. deferred tax assets. The 2019 income tax expense primarily related to the increase 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. During the third quarter of 2020, the Company concluded it could no longer rely on forecasted future taxable income in assessing a valuation allowance on its deferred tax assets. This conclusion was reached due to cumulative operating losses incurred by the Company and recent tax legislation that reduced future sources of taxable income. As of September 30, 2020, the Company now relies solely on the reversal of net taxable temporary differences in its establishment of a valuation allowance.
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 September 30, 2019, the Company was exempt from the payment of such taxes totaling $ 13.4 million. For the nine months ended September 30, 2019, the Company was exempt from the payment of such taxes totaling $ 56.0 million. For the three and nine months ended September 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.
20
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 September 30, Nine Months Ended September 30,
2020 2019 2020 2019
Numerator:
Net income (loss) attributable to Wynn Resorts, Limited $ ( 758,142 ) $ ( 3,496 ) $ ( 1,797,743 ) $ 195,927
Denominator:
Weighted average common shares outstanding 106,783 106,707 106,720 106,791
Potential dilutive effect of stock options, nonvested, and performance nonvested shares — — — 233
Weighted average common and common equivalent shares outstanding 106,783 106,707 106,720 107,024
Net income (loss) attributable to Wynn Resorts, Limited per common share, basic $ ( 7.10 ) $ ( 0.03 ) $ ( 16.85 ) $ 1.83
Net income (loss) attributable to Wynn Resorts, Limited per common share, diluted $ ( 7.10 ) $ ( 0.03 ) $ ( 16.85 ) $ 1.83
Anti-dilutive stock options, nonvested, and performance nonvested shares excluded from the calculation of diluted net income per share 1,104 850 1,104 379
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 September 30, Nine Months Ended September 30,
2020 2019 2020 2019
Minimum rental income (1)
$ ( 2,430 ) $ 33,643 $ 57,293 $ 100,022
Contingent rental income 15,280 13,589 23,798 40,505
Total rental income $ 12,850 $ 47,232 $ 81,091 $ 140,527
(1) For the three and nine months ended September 30, 2020, reflects the impact of rent concessions provided to tenants.
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.
21
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 $ 30.2 million, which has been recognized as a reduction of general and administrative expense within the accompanying Condensed Consolidated Statements of Operations for the nine months ended September 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
22
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 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 alleged 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 July 27, 2020, the Supreme Court issued an order mandating that the district court dismiss the action. As of September 2, 2020, all of the Individual Stockholder Actions have been dismissed.
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. On August 14, 2020, the Company filed a motion to dismiss the amended complaint, which is pending decision from the court.
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 September 30, 2020 and December 31, 2019, the Retail Joint Venture had total assets of $ 100.4 million and $ 90.0 million, respectively, and total liabilities of $ 635.3 million and $ 622.4 million, respectively. As of September 30, 2020 and December 31, 2019, the Retail Joint Venture's liabilities included long-term debt of $ 612.2 million and $ 611.7 million, respectively, net of debt issuance costs, related to the outstanding borrowings under the Retail Term Loan.
23
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.
24
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 September 30, Nine Months Ended September 30,
2020 2019 2020 2019
Operating revenues
Macau Operations:
Wynn Palace
Casino $ 12,301 $ 497,657 $ 208,449 $ 1,649,377
Rooms 4,506 44,884 26,647 131,382
Food and beverage 6,856 30,256 24,385 87,691
Entertainment, retail and other (1)
( 7,962 ) 25,374 24,451 85,259
15,701 598,171 283,932 1,953,709
Wynn Macau
Casino 27,154 408,820 213,758 1,340,266
Rooms 4,938 26,740 23,480 82,071
Food and beverage 5,606 19,584 18,821 60,688
Entertainment, retail and other (1)
13,670 19,137 36,686 61,621
51,368 474,281 292,745 1,544,646
Total Macau Operations 67,069 1,072,452 576,677 3,498,355
Las Vegas Operations:
Casino 65,694 87,002 161,354 318,439
Rooms 44,961 116,072 163,419 362,715
Food and beverage 55,043 149,708 177,114 438,525
Entertainment, retail and other (1)
20,999 46,724 73,520 145,002
Total Las Vegas Operations 186,697 399,506 575,407 1,264,681
Encore Boston Harbor:
Casino 96,723 114,885 198,513 127,886
Rooms 6,739 18,180 17,694 19,785
Food and beverage 9,081 28,960 29,687 32,845
Entertainment, retail and other (1)
4,143 13,779 11,888 14,088
Total Encore Boston Harbor 116,686 175,804 257,782 194,604
Total operating revenues $ 370,452 $ 1,647,762 $ 1,409,866 $ 4,957,640
25
Table of Contents
WYNN RESORTS, LIMITED AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(unaudited)
Three Months Ended September 30, Nine Months Ended September 30,
2020 2019 2020 2019
Adjusted Property EBITDA (2)
Macau Operations:
Wynn Palace $ ( 77,647 ) $ 162,167 $ ( 178,379 ) $ 551,918
Wynn Macau ( 34,457 ) 138,989 ( 97,895 ) 478,751
Total Macau Operations ( 112,104 ) 301,156 ( 276,274 ) 1,030,669
Las Vegas Operations 20,258 88,046 ( 77,383 ) 333,747
Encore Boston Harbor 25,986 7,744 ( 40,429 ) 7,890
Total ( 65,860 ) 396,946 ( 394,086 ) 1,372,306
Other operating expenses
Pre-opening 877 1,616 5,614 99,212
Depreciation and amortization 183,486 172,998 541,498 449,824
Property charges and other 9,905 8,216 43,701 17,920
Corporate expenses and other (3)
12,826 26,005 28,034 123,849
Stock-based compensation (4)
10,053 10,276 40,501 29,774
Total other operating expenses 217,147 219,111 659,348 720,579
Operating income (loss) ( 283,007 ) 177,835 ( 1,053,434 ) 651,727
Other non-operating income and expenses
Interest income 2,033 6,427 13,969 19,979
Interest expense, net of amounts capitalized ( 145,142 ) ( 114,652 ) ( 407,187 ) ( 300,981 )
Change in derivatives fair value 4,675 ( 2,101 ) ( 14,279 ) ( 6,914 )
Loss on extinguishment of debt ( 3,139 ) ( 12,196 ) ( 4,601 ) ( 12,196 )
Other 412 ( 8,703 ) 12,980 ( 3,346 )
Total other non-operating income and expenses ( 141,161 ) ( 131,225 ) ( 399,118 ) ( 303,458 )
Income (loss) before income taxes ( 424,168 ) 46,610 ( 1,452,552 ) 348,269
Provision for income taxes ( 407,365 ) ( 19,727 ) ( 564,103 ) ( 19,421 )
Net income (loss) ( 831,533 ) 26,883 ( 2,016,655 ) 328,848
Net (income) loss attributable to noncontrolling interests 73,391 ( 30,379 ) 218,912 ( 132,921 )
Net income (loss) attributable to Wynn Resorts, Limited $ ( 758,142 ) $ ( 3,496 ) $ ( 1,797,743 ) $ 195,927
(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 nine months ended September 30, 2020, includes a $ 30.2 million net gain recorded in relation to a derivative litigation settlement. For the nine months ended September 30, 2019, includes a $ 35.0 million nonrecurring regulatory expense.
(4) Excludes $ 0.7 million included in pre-opening expenses for the nine months ended September 30, 2019.
26
Table of Contents
WYNN RESORTS, LIMITED AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(unaudited)
September 30,
2020 December 31,
2019
Assets
Macau Operations:
Wynn Palace $ 3,472,957 $ 3,734,210
Wynn Macau 1,405,084 1,656,625
Other Macau 1,657,283 1,023,411
Total Macau Operations 6,535,324 6,414,246
Las Vegas Operations 3,035,885 2,806,972
Encore Boston Harbor 2,335,575 2,456,667
Corporate and other 2,060,332 2,193,396
Total $ 13,967,116 $ 13,871,281
27
Table of Contents
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.