What changed in this filing

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Item 2. Management’s Discussion and Analysis

2021-08-09 compared with 2021-05-10 · 351 added, 131 removed, 354 unchanged (58% of the section changed)

5 unchanged sentences

We are 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, all supported by an unparalleled focus on our guests, our people, and our community.

Through our approximately 72% ownership of WML, we operate two integrated resorts in the Macau Special Administrative Region of the People's Republic of China ("Macau"), Wynn Palace and Wynn Macau (collectively, our "Macau Operations").

In Las Vegas, Nevada, we operate and, with the exception of certain retail space, own 100% of Wynn Las Vegas, which we also refer to as our Las Vegas Operations.

Through our approximately 72% ownership of Wynn Macau, Limited ("WML"), we operate two integrated resorts in the Macau Special Administrative Region of the People's Republic of China ("Macau"), Wynn Palace and Wynn Macau (collectively, our "Macau Operations").

In Las Vegas, Nevada, we operate and, with the exception of certain retail space, own 100% of Wynn Las Vegas.

Additionally, we are 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").

We refer to Wynn Las Vegas, Encore, an expansion at Wynn Las Vegas, and the Retail Joint Venture as our Las Vegas Operations.

On June 23, 2019, we opened Encore Boston Harbor, an integrated resort in Everett, Massachusetts.

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online sports betting and gaming business, social casino business, and our strategic partner, BetBull Limited ("BetBull").

Following the merger and subsequent transactions, Wynn Resorts holds an approximately 74% interest in, and consolidates, Wynn Interactive.

Wynn Resorts holds an approximately 74% interest in, and consolidates, Wynn Interactive.

The results of Wynn Interactive are presented within Corporate and other.

1 unchanged sentence

Since the outbreak of COVID-19 in early 2020, 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.

As part of the immediate response to the initial outbreak of COVID-19, each of the Company's properties was subject to partial or full closure for varying lengths of time during 2020, and have all since reopened with certain COVID-19 specific protective measures, 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.

As part of the immediate response to the initial outbreak of COVID-19, each of the Company's properties was subject to partial or full closure for varying lengths of time during 2020.

Several vaccines have been granted authorization in numerous countries and are being rolled out to citizens based on availability and priority of need.

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Quarantine-free travel, subject to COVID-19 safeguards such as testing and the usual visa requirements, has been reintroduced between Macau and most areas and cities within the PRC, and in September 2020, PRC authorities fully resumed the IVS exit visa program, which permits individual PRC citizens from nearly 50 PRC cities to travel to Macau for tourism purposes.

Total visitation from PRC to Macau decreased by 31.7% in the quarter ended March 31, 2021, compared with the quarter ended March 31, 2020.

Total visitation from PRC to Macau increased meaningfully in the six months ended June 30, 2021 compared to the same period in 2020.

Total visitation decreased 75.1% compared to the same period in 2019.

On August 3, 2021, in response to a risk of a community outbreak, the government of Macau has announced enhanced measures including tighter border control and strict mandatory COVID-19 testing requirements.

Given the evolving conditions created by and in response to the COVID-19 pandemic, measures that have been lifted may be reintroduced if there are adverse developments in the COVID-19 situation in Macau and other regions with access to Macau.

Las Vegas Operations and Encore Boston Harbor

The Company’s Las Vegas Operations and Encore Boston Harbor have each implemented certain COVID-19 specific protective measures, 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.

On April 8, 2021, Encore at Wynn Las Vegas resumed full operations, having previously adjusted its operating schedule to five days/four nights each week due to reduced customer demand levels beginning on October 19, 2020.

On April 13, 2021, the Governor of Nevada announced that the statewide social distancing mandate will be removed and decisions on social distancing will be returned to local authority by May 1, 2021, with a goal to have all Nevada counties open to 100% capacity by June 1, 2021.

The Gaming Control Board will continue to maintain authority over gaming areas of licensed properties in Nevada.

On May 3, 2021, the Gaming Control Board announced that, effective immediately, the Company's Las Vegas Operations are permitted to reopen all gaming areas to 100% of capacity, with no continuing table game or slot machine spacing restrictions.

At Encore Boston Harbor, on January 25, 2021, limitations on operating hours that had been in place since November 2020 were lifted, and the property restored certain operations and reopened its hotel tower on a Thursday through Sunday weekly schedule.

The Company’s Las Vegas Operations and Encore Boston Harbor had each implemented certain COVID-19 specific protective measures, 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.

On April 8, 2021, Encore at Wynn Las Vegas

resumed full operations.

On May 3, 2021, the Company's Las Vegas Operations were permitted by the Nevada Gaming Control Board to reopen all gaming areas to 100% of capacity, with no continuing table game or slot machine spacing restrictions.

On July 27, 2021, the Governor of Nevada issued an emergency directive, in accordance with new recommendations from the Centers for Disease Control, re-imposing mask protection requirements in all public indoor areas effective July 30, 2021.

On April 27, 2021, the Governor of Massachusetts announced a phased plan for further reopening and on May 28, 2021 signed an executive order rescinding the COVID-related restrictions and limitations on businesses as of May 29, 2021.

The property continues to operate its hotel tower Thursday through Sunday.

The COVID-19 pandemic has had and will continue to have an adverse effect on the Company's results of operations.

Notwithstanding the easing of certain COVID-19 protective measures by authorities throughout the world, certain travel restrictions, quarantine measures, testing requirements, and capacity limitations remain in effect, and the Company is currently unable to determine when protective measures and the suspension of certain offerings in effect at our Macau Operations, Las Vegas Operations, and Encore Boston Harbor will be lifted.

Notwithstanding the easing of certain COVID-19 protective measures by authorities throughout the world, certain travel restrictions, quarantine measures, testing requirements, and capacity limitations remain in effect at our Macau Operations, and the Company is currently unable to determine when protective measures and the suspension of certain offerings in effect at our Macau Operations 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.

Macau Gaming Concession

The term of the Company's concession agreement with the Macau government ends on June 26, 2022.

If the term of this concession agreement is not extended or renewed or is not replaced by a new gaming concession, all of the Company's gaming operations and related equipment in Macau will be automatically transferred to the Macau government without compensation on that date and the Company will cease to generate gaming revenues from its Macau Operations.

In addition, under the indentures governing the Company's $4.7 billion aggregate principal amount of WML Senior Notes, upon the occurrence of any event after which none of WML or any of its subsidiaries own or manage casino or gaming areas or operate casino games of fortune and chance in Macau in substantially the same manner as they are owning or managing casino or gaming areas or operating casino games as of the issue date of the respective senior notes, for a period of 10 consecutive days or more, and such event has a material adverse effect on the financial condition, business, properties or results of operations of WML and its subsidiaries, taken as a whole, holders of the WML Senior Notes can require the Company to repurchase all or any part of the WML Senior Notes at par, plus any accrued and unpaid interest (the "Special Put Option").

The Macau government has publicly commented that it is studying the process by which concessions and subconcessions may be renewed, extended or issued.

The Company is monitoring developments with respect to the Macau government's concession renewal or extension process, and at this time believes that its concession will be renewed or extended beyond June 26, 2022.

The failure to extend or renew the Company's concession or obtain a new concession and the resulting ability of the WML Senior Note holders to exercise the Special Put Option would have a material adverse effect on the Company's business, financial condition, results of operations, and cash flows.

Key Operating Measures

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Results of Operations

Summary of first quarter 2021 results

Summary of second quarter 2021 results

The following table summarizes our financial results for the periods presented (in thousands, except per share data):

Three Months Ended March 31,

2021 2020 Increase/ (Decrease) Percent Change

Three Months Ended June 30, Six Months Ended June 30,

2021 2020 Increase/ (Decrease) Percent Change 2021 2020 Increase/ (Decrease) Percent Change

Operating revenues $ 990,113 $ 85,698 $ 904,415 1,055.4 $ 1,726,795 $ 1,039,414 $ 687,381 66.1

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Adjusted Property EBITDA (1)

58,900 (5,329) 64,229 NM

(1) See Item 1—"Financial Statements," Note 17, "Segment Information," for a reconciliation of Adjusted Property EBITDA to net loss attributable to Wynn Resorts, Limited.

206,880 (322,897) 529,777 NM 265,780 (328,226) 594,006 NM

NM - Not meaningful.

The decrease in operating revenues for the three months ended March 31, 2021 was primarily driven by decreases of $22.2 million, $49.8 million, $145.1 million, and $10.8 million from Wynn Palace, Wynn Macau, our Las Vegas Operations, and Encore Boston Harbor, respectively.

These decreases were precipitated by the continued adverse effects of the COVID-19 pandemic, including travel restrictions and capacity limitations at our Macau Operations, our Las Vegas Operations, and Encore Boston Harbor.

The decrease in net loss attributable to Wynn Resorts, Limited for the three months ended March 31, 2021 was primarily related to decreased operating expenses at our integrated resort properties.

In addition, net loss attributable to Wynn Resorts, Limited for the first quarter of 2020 included the impact of $75.7 million of expense related to our 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.

The increase in Adjusted Property EBITDA for the three months ended March 31, 2021 was primarily driven by decreased operating expenses at our integrated resort properties.

Adjusted Property EBITDA increased $17.2 million, $50.2 million, and $43.0 million at Wynn Palace, our Las Vegas Operations, and Encore Boston Harbor, respectively, and decreased $2.7 million at Wynn Macau and $43.5 million at Corporate and other, respectively.

In addition, Adjusted Property EBITDA for the first quarter of 2020 included the impact of $75.7 million of expense related to our 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.

Financial results for the three months ended March 31, 2021 compared to the three months ended March 31, 2020.

(1) See Item 1—"Financial Statements," Note 17, "Segment Information," for a reconciliation of Adjusted Property EBITDA to net loss attributable to Wynn Resorts, Limited.

The increase in operating revenues for the three months ended June 30, 2021 was primarily driven by increases of $261.7 million, $172.1 million, $290.2 million, and $165.0 million from Wynn Palace, Wynn Macau, our Las Vegas Operations, and Encore Boston Harbor, respectively, as a result of ongoing recovery from the effects of COVID-19.

The decrease in net loss attributable to Wynn Resorts, Limited for the three months ended June 30, 2021 was primarily related to increased operating revenues at our integrated resort properties, partially offset by increased operating expenses.

In addition, net loss attributable to Wynn Resorts, Limited for the second quarter of 2020 excluded the impact of $75.7 million of expense related to our 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, which we accrued during the first quarter of 2020.

The increase in Adjusted Property EBITDA for the three months ended June 30, 2021 was primarily driven by increased operating revenues at our integrated resort properties.

Adjusted Property EBITDA increased $164.5 million, $96.7 million, $208.8 million, and $100.7 million at Wynn Palace, Wynn Macau, our Las Vegas Operations, and Encore Boston Harbor, respectively, and decreased $40.9 million at Corporate and other.

In addition, Adjusted Property EBITDA for the second quarter of 2020 excluded the impact of $75.7 million of expense related to our 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, which we accrued during the first quarter of 2020.

Financial results for the three months ended June 30, 2021 compared to the three months ended June 30, 2020.

Operating revenues

The following table presents our operating revenues (in thousands):

Three Months Ended March 31,

Three Months Ended June 30,

2021 2020 Increase/ (Decrease) Percent

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Las Vegas Operations 355,066 64,886 290,180 447.2

Encore Boston Harbor 130,090 140,890 (10,800) (7.7)

Encore Boston Harbor 165,241 206 165,035 NM

Corporate and other 15,407 — 15,407 NM

$ 990,113 $ 85,698 $ 904,415 1,055.4

1 unchanged sentence

The following table presents our casino and non-casino operating revenues (in thousands):

Three Months Ended March 31,

Three Months Ended June 30,

2021 2020 Increase/ (Decrease) Percent

7 unchanged sentences

$ 990,113 $ 85,698 $ 904,415 1,055.4

Casino revenues for the three months ended March 31, 2021 were 71.1% of operating revenues, compared to 59.8% for the same period of 2020.

Non-casino revenues for the three months ended March 31, 2021 were 28.9% of operating revenues, compared to 40.2% for the same period of 2020.

Casino revenues for the three months ended June 30, 2021 were 60.9% of operating revenues, compared to 11.0% for the same period of 2020.

Non-casino revenues for the three months ended June 30, 2021 were 39.1% of operating revenues, compared to 89.0% for the same period of 2020.

Casino revenues

Casino revenues decreased primarily due to decreased VIP turnover and VIP table games win at our Macau Operations, partially offset by increased slot machine win at our Las Vegas Operations and Encore Boston Harbor.

Casino revenues increased primarily due to increased table drop, table games win and slot machine win at our Las Vegas Operations and increased VIP turnover and table games win and mass market table drop, table games win and slot machine win at our Macau Operations.

The table games win and slot machine win at Encore Boston Harbor was $64.9 million and $89.6 million for the three months ended June 30, 2021, respectively.

Our Las Vegas Operations were closed to the public from March 17, 2020 until June 4, 2020.

Encore Boston Harbor closed to the public on March 15, 2020, and remained closed through the second quarter of 2020.

The table below sets forth our casino revenues and associated key operating measures (dollars in thousands, except for win per unit per day):

Three Months Ended March 31,

Three Months Ended June 30,

2021 2020 Increase/

1 unchanged sentence

Macau Operations:

Total casino revenues $ 212,067 $ (11,428) $ 223,495 NM

Average number of table games 94 100 (6) (6.0)

VIP turnover $ 1,811,381 $ 1,719,825 $ 91,556 5.3

VIP table games win $ 71,570 $ (29,806) $ 101,376 NM

VIP win as a % of turnover 3.95 % (1.73) % 5.68

Table games win per unit per day $ 8,346 $ (3,276) $ 11,622 NM

Average number of table games 228 221 7 3.2

Table drop $ 707,494 $ 22,029 $ 685,465 3,111.6

Table games win $ 163,547 $ 7,168 $ 156,379 2,181.6

Table games win % 23.1 % 32.5 % (9.4)

Table games win per unit per day $ 7,877 $ 357 $ 7,520 2,106.4

Average number of slot machines 726 480 246 51.3

Slot machine handle $ 421,269 $ 39,415 $ 381,854 968.8

Slot machine win $ 18,772 $ 2,395 $ 16,377 683.8

Slot machine win per unit per day $ 284 $ 55 $ 229 416.4

Total casino revenues $ 142,419 $ (3,524) $ 145,943 NM

Average number of table games 85 91 (6) (6.6)

VIP turnover $ 1,489,912 $ 607,144 $ 882,768 145.4

VIP table games win $ 39,388 $ (12,161) $ 51,549 NM

VIP win as a % of turnover 2.64 % (2.00) % 4.64

Table games win per unit per day $ 5,111 $ (1,471) $ 6,582 NM

Average number of table games 240 229 11 4.8

Table drop $ 670,400 $ 40,817 $ 629,583 1,542.5

Table games win $ 128,921 $ 3,391 $ 125,530 3,701.9

Table games win % 19.2 % 8.3 % 10.9

Table games win per unit per day $ 5,903 $ 163 $ 5,740 3,521.5

Average number of slot machines 607 440 167 38.0

Slot machine handle $ 300,523 $ 62,011 $ 238,512 384.6

Slot machine win $ 9,223 $ 2,626 $ 6,597 251.2

Slot machine win per unit per day $ 167 $ 66 $ 101 153.0

NM - Not meaningful.

Three Months Ended June 30,

2021 2020 Increase/

(Decrease) Percent

Las Vegas Operations (1) :

Total casino revenues $ 112,775 $ 24,365 $ 88,410 362.9

Average number of table games 218 221 (3) (1.4)

Table drop $ 427,014 $ 90,873 $ 336,141 369.9

Table games win $ 99,021 $ 17,918 $ 81,103 452.6

Table games win % 23.2 % 19.7 % 3.5

Table games win per unit per day $ 4,997 $ 2,998 $ 1,999 66.7

Average number of slot machines 1,715 1,752 (37) (2.1)

Slot machine handle $ 1,115,149 $ 246,393 $ 868,756 352.6

Slot machine win $ 78,890 $ 17,523 $ 61,367 350.2

Slot machine win per unit per day $ 506 $ 371 $ 135 36.4

Poker rake $ 3,927 $ — $ 3,927 100.0

Encore Boston Harbor (2) :

Total casino revenues $ 135,485

Average number of table games 195

Table drop $ 306,070

Table games win $ 64,874

Table games win % 21.2 %

Table games win per unit per day $ 3,654

Average number of slot machines 2,171

Slot machine handle $ 1,094,178

Slot machine win $ 89,560

Slot machine win per unit per day $ 453

In response to the initial outbreak of COVID-19 in early 2020, each of our properties was subject to partial or full closure for varying lengths of time during 2020, and each has since reopened with certain COVID-19 specific protective measures in place.

(1) Our Las Vegas Operations closed on March 17, 2020 and reopened on June 4, 2020.

On October 19, 2020, Encore at Wynn Las Vegas adjusted its operating schedule to five days/four nights each week due to reduced customer demand levels.

This adjusted operating schedule remained in effect through the first quarter of 2021, and on April 8, 2021, Encore at Wynn Las Vegas resumed full operations.

(2) Encore Boston Harbor casino revenues and associated key operating measures for the second quarter of 2020 have been omitted from the table.

As a result of the COVID-19 pandemic, our operations at Encore Boston Harbor were closed throughout the second quarter in 2020.

Non-casino revenues

The table below sets forth our room revenues and associated key operating measures:

Three Months Ended June 30,

2021 2020 Increase/

(Decrease) Percent Change

Macau Operations:

Wynn Palace :

Total room revenues (dollars in thousands) $ 20,883 $ 2,431 $ 18,452 759.0

Occupancy 70.6 % 4.4 % 66.2

ADR $ 180 $ 339 $ (159) (46.9)

REVPAR $ 127 $ 15 $ 112 746.7

Total room revenues (dollars in thousands) $ 13,427 $ 2,631 $ 10,796 410.3

Occupancy 68.0 % 7.5 % 60.5

ADR $ 198 $ 342 $ (144) (42.1)

REVPAR $ 135 $ 25 $ 110 440.0

Las Vegas Operations (1) :

Total room revenues (dollars in thousands) $ 93,785 $ 12,353 $ 81,432 659.2

Occupancy 67.2 % 43.7 % 23.5

ADR $ 333 $ 226 $ 107 47.3

REVPAR $ 224 $ 99 $ 125 126.3

Encore Boston Harbor (2)(3) :

Total room revenues (dollars in thousands) $ 9,670

Occupancy 87.8 %

(1) Wynn Las Vegas closed on March 17, 2020 and reopened on June 4, 2020.

(2) Encore Boston Harbor room revenues and associated key operating measures for the second quarter of 2020 have been omitted from the table.

As a result of the COVID-19 pandemic, our operations at Encore Boston Harbor were closed throughout the second quarter in 2020.

(3) Encore Boston Harbor room statistics have been computed based on 53 days of operation in three months ended June 30, 2021, representing the number of nights hotel rooms were offered for sale to the public.

Room revenues increased $120.4 million, primarily due to higher occupancy at our Las Vegas Operations and our Macau Operations.

Encore at Wynn Las Vegas operated on a limited basis with midweek closures throughout the first quarter of 2021 before fully reopening April 8, 2021.

Room revenues from Encore Boston Harbor were $9.7 million.

The hotel tower at Encore Boston Harbor was closed pursuant to a state directive from November 6, 2020 through January 25, 2021, when it restored certain operations and reopened its hotel tower on a Thursday through Sunday weekly schedule.

Food and beverage revenues increased $125.1 million, primarily driven by increased covers at our Las Vegas Operations and our Macau Operations.

Food and beverage revenues from Encore Boston Harbor were $13.9 million.

Entertainment, retail and other revenues increased $65.6 million, primarily due to an increase in visitation at our Las Vegas Operations and our Macau Operations.

Entertainment, retail and other revenues from Encore Boston Harbor were $6.2 million.

Operating expenses

The table below presents operating expenses (in thousands):

Three Months Ended June 30,

2021 2020 Increase/ (Decrease) Percent Change

Operating expenses:

Casino $ 381,615 $ 131,138 $ 250,477 191.0

Rooms 50,552 30,367 20,185 66.5

Food and beverage 117,106 61,889 55,217 89.2

Entertainment, retail and other 80,922 16,873 64,049 379.6

General and administrative 197,545 152,081 45,464 29.9

Provision for credit losses 441 28,347 (27,906) (98.4)

Pre-opening 2,495 2,186 309 14.1

Depreciation and amortization 183,307 179,266 4,041 2.3

Property charges and other 5,651 6,567 (916) (13.9)

Total operating expenses $ 1,019,634 $ 608,714 $ 410,920 67.5

Total operating expenses increased $410.9 million compared to the second quarter of 2020, primarily due to increased casino, room, food and beverage, entertainment, retail and other, and general and administrative expenses associated with increased levels of business as our properties recover from the effects of the COVID-19 pandemic, partially offset by decreased provision for credit losses.

Operating expenses for the second quarter of 2020 excluded $75.7 million of expense related to our 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, which we accrued during the first quarter of 2020.

Casino expenses increased $107.5 million, $74.8 million, $22.1 million, and $46.1 million at Wynn Palace, Wynn Macau, our Las Vegas Operations, and Encore Boston Harbor, respectively.

These increases were primarily due to increased gaming tax expense commensurate with the increase in casino revenues at each property.

Casino expenses for the second quarter of 2020 excluded expense of $7.9 million from Encore Boston Harbor and $12.8 million from our Las Vegas Operations related to our 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, which we accrued during the first quarter of 2020.

Room expenses increased $14.5 million and $2.7 million at our Las Vegas Operations and Encore Boston Harbor, respectively.

The increases were primarily a result of higher operating costs related to the increase in occupancy at our Las Vegas Operations and Encore Boston Harbor.

Room expenses for the second quarter of 2020 excluded expense of $1.5 million from Encore Boston Harbor and $8.3 million from our Las Vegas Operations related to our 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, which we accrued during the first quarter of 2020.

Food and beverage expenses increased $46.0 million and $4.4 million at our Las Vegas Operations and Encore Boston Harbor, respectively.

The increases were primarily a result of higher operating costs related to the increase in food and beverage revenues at each property as well as higher nightlife entertainment costs at our Las Vegas Operations.

Food and beverage expenses for the second quarter of 2020 excluded expense of $20.8 million from our Las Vegas Operations and $4.8 million from Encore Boston Harbor related to our 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, which we accrued during the first quarter of 2020.

Entertainment, retail and other expenses increased primarily due to marketing expenses incurred by Wynn Interactive.

Entertainment, retail and other expenses for the second quarter of 2020 excluded expense of $4.1 million from our Las Vegas Operations and $0.7 million from Encore Boston Harbor related to our 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, which we accrued during the first quarter of 2020.

General and administrative expenses increased primarily due to increases of $10.8 million and $5.1 million at Encore Boston Harbor and our Las Vegas Operations, respectively.

These increases were primarily attributable to increased payroll, operating costs, and general and administrative expenses.

In addition, corporate and other general and administrative expenses

increased $27.3 million, primarily due to a credit of $27.7 million for the net proceeds of a derivative action settlement recognized during the three months ended June 30, 2020.

General and administrative expenses for the second quarter of 2020 excluded expense of $10.2 million from our Las Vegas Operations and $4.4 million from Encore Boston Harbor related to our 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, which we accrued during the first quarter of 2020.

Provision for credit losses decreased $14.8 million and $8.8 million at Wynn Palace and our Las Vegas Operations, respectively.

The decreases were primarily due to the impact of historical collection patterns and expectations of current and future collection trends, as well as the specific review of customer accounts, on our estimated credit loss for the respective periods.

Our property charges and other expenses for the quarter ended June 30, 2021 consisted primarily of asset disposals, abandonments and retirements of $1.4 million, $1.2 million, and $1.0 million at our Las Vegas Operations, Wynn Macau, and Wynn Palace, respectively.

Our property charges and other expenses for the quarter ended June 30, 2020 consisted primarily of asset disposals, abandonments and retirements of $3.6 million and $1.0 million at Encore Boston Harbor and Wynn Palace, respectively.

Interest expense, net of capitalized interest

The following table summarizes information related to interest expense (dollars in thousands):

Three Months Ended June 30,

2021 2020 Increase/ (Decrease) Percent

Interest expense

Interest cost, including amortization of debt issuance costs and original issue discount and premium $ 150,424 $ 133,218 $ 17,206 12.9

Weighted average total debt balance $ 12,105,755 $ 12,143,644

Weighted average interest rate 4.97 % 4.38 %

Interest costs increased primarily due to an increase in the weighted average interest rate.

Other non-operating income and expenses

We incurred a foreign currency remeasurement gain of $5.6 million and $2.2 million for the three months ended June 30, 2021 and 2020, respectively.

The impact of the exchange rate fluctuation of the Macau pataca, in relation to the U.S.

dollar, on the remeasurements of U.S.

dollar denominated debt and other obligations from our Macau-related entities drove the variability between periods.

We recorded a gain of $1.0 million and a loss of $3.3 million for the three months ended June 30, 2021 and 2020, respectively, from change in derivatives fair value.

We recorded an income tax expense of $0.7 million and $80.9 million for the three months ended June 30, 2021 and 2020, respectively.

The 2021 income tax expense primarily related to an increase in valuation allowance for U.S.

deferred tax assets and the Macau dividend tax agreement that provides for an annual payment of MOP 12.8 million (approximately $1.6 million) as complementary tax otherwise due by stockholders of Wynn Macau SA.

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.

Net loss attributable to noncontrolling interests

Net loss attributable to noncontrolling interests was $42.0 million and $97.3 million for the three months ended June 30, 2021 and 2020, respectively.

These amounts are primarily related to the noncontrolling interests' share of net loss from WML.

Financial results for the six months ended June 30, 2021 compared to the six months ended June 30, 2020.

Operating revenues

The following table presents our operating revenues (in thousands):

Six Months Ended June 30,

2021 2020 Increase/ (Decrease) Percent Change

Operating revenues

Macau Operations:

Wynn Palace $ 507,697 $ 268,231 $ 239,466 89.3

Wynn Macau 363,679 241,377 122,302 50.7

Total Macau Operations 871,376 509,608 361,768 71.0

Las Vegas Operations 533,782 388,710 145,072 37.3

Encore Boston Harbor 295,331 141,096 154,235 109.3

Corporate and other 26,306 — 26,306 NM

$ 1,726,795 $ 1,039,414 $ 687,381 66.1

NM - Not meaningful.

The following table presents casino and non-casino operating revenues (in thousands):

Six Months Ended June 30,

2021 2020 Increase/ (Decrease) Percent Change

Operating revenues

Casino revenues $ 1,118,964 $ 580,202 $ 538,762 92.9

Non-casino revenues:

Rooms 213,955 170,096 43,859 25.8

Food and beverage 217,651 173,421 44,230 25.5

Entertainment, retail and other 176,225 115,695 60,530 52.3

Total non-casino revenues 607,831 459,212 148,619 32.4

$ 1,726,795 $ 1,039,414 $ 687,381 66.1

Casino revenues for the six months ended June 30, 2021 were 64.8% of operating revenues, compared to 55.8% for the same period of 2020.

Non-casino revenues for the six months ended June 30, 2021 were 35.2% of operating revenues, compared to 44.2% for the same period of 2020.

Casino revenues

Casino revenues increased primarily due to increased table drop, table games win and slot machine win at our Las Vegas Operations and Encore Boston Harbor, respectively, and increased mass market table drop and table games win at our Macau Operations.

Our Las Vegas Operations were closed to the public from March 17, 2020 until June 4, 2020.

Encore Boston Harbor closed to the public on March 15, 2020, and remained closed through the second quarter.

The table below sets forth our casino revenues and associated key operating measures (dollars in thousands, except for win per unit per day):

Six Months Ended June 30,

2021 2020 Increase/(Decrease) Percent

Macau Operations (1) :

Total casino revenues $ 397,976 $ 196,148 $ 201,828 102.9

Average number of table games 99 95 4 4.2

VIP turnover $ 4,011,563 $ 6,512,279 $ (2,500,716) (38.4)

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Poker rake $ — $ 2,083 $ (2,083) (100.0)

Three Months Ended March 31,

2021 2020 Increase/

(Decrease) Percent

Six Months Ended June 30,

2021 2020 Increase/(Decrease) Percent

Las Vegas Operations (2) :

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The table below sets forth our room revenues and associated key operating measures:

Three Months Ended March 31,

2021 2020 Increase/

(Decrease) Percent Change

Six Months Ended June 30,

2021 2020 Increase/(Decrease) Percent Change

Macau Operations:

Wynn Palace :

Total room revenues (dollars in thousands) $ 37,895 $ 22,141 $ 15,754 71.2

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(2) Encore Boston Harbor closed on March 15, 2020 and reopened on July 10, 2020.

(3) Encore Boston Harbor room statistics have been computed based on 36 days of operation in three months ended March 31, 2021 and 74 days of operation in three months ended March 31, 2020, representing the number of nights hotel rooms were offered for sale to the public.

Room revenues decreased $76.5 million, primarily due to lower occupancy at our Las Vegas Operations and Encore Boston Harbor.

Encore at Wynn Las Vegas operated on a limited basis with midweek closures throughout the first quarter of 2021 before fully reopening April 8, 2021.

Food and beverage revenues decreased $80.9 million, primarily due to decreased covers at our restaurants and the suspension of nightlife offerings at our Las Vegas Operations as a result of the adverse effects of the COVID-19 pandemic.

Entertainment, retail and other revenues decreased $16.0 million, primarily due to the closure of the Le Reve show at our Las Vegas Operations resulting from the adverse effects of the COVID-19 pandemic.

(3) Encore Boston Harbor room statistics have been computed based on 89 days of operation in six months ended June 30, 2021 and 74 days of operation in six months ended June 30, 2020, representing the number of nights hotel rooms were offered for sale to the public.

Room revenues increased $43.9 million, primarily due to higher occupancy at our Macau Operations and the closure of our Las Vegas Operations from March 17, 2020 until June 4, 2020, resulting from the adverse effects of the COVID-19 pandemic.

Food and beverage revenues increased $44.2 million, primarily due to increased covers at our restaurants and an increase in nightlife offerings at our Las Vegas Operations as a result of ongoing recovery from the effects of COVID-19.

Entertainment, retail and other revenues increased $60.5 million, primarily due to an increase in visitation to our Macau Operations as a result of ongoing recovery from the effects of COVID-19.

Operating expenses

The table below presents operating expenses (in thousands):

Three Months Ended March 31,

Six Months Ended June 30,

2021 2020 Increase/ (Decrease) Percent Change

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Total operating expenses $ 1,932,048 $ 1,809,841 $ 122,207 6.8

Total operating expenses decreased $299.6 million compared to the first quarter of 2020, primarily due to decreased expenses related to the impact of the COVID-19 pandemic on our resorts, partially offset by increased entertainment, retail and other expenses and depreciation and amortization expenses.

Operating expenses for the first quarter of 2020 included $75.7 million of expense related to our 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, which we accrued during the first quarter of 2020.

Casino expenses decreased $20.0 million, $29.9 million, $24.7 million, and $16.1 million at Wynn Palace, Wynn Macau, our Las Vegas Operations, and Encore Boston Harbor, respectively.

These decreases were primarily due to reductions in gaming tax expense commensurate with the declines in casino revenues at Wynn Palace and Wynn Macau resulting from the effects of the COVID-19 pandemic as well as lower payroll and operating costs.

Casino expenses for the first quarter of 2020 included expense of $7.9 million from Encore Boston Harbor and $12.8 million from our Las Vegas Operations related to our 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, which we accrued during the first quarter of 2020.

Total operating expenses increased $122.2 million compared to the six months ended June 30, 2020, primarily due to increased casino and entertainment, retail and other expenses, partially offset by decreased room, food and beverage, provision for credit losses, and property charges and other expenses.

Casino expenses increased $87.5 million, $44.9 million, and $30.0 million at Wynn Palace, Wynn Macau, and Encore Boston Harbor, respectively, and decreased $2.6 million at our Las Vegas Operations.

These increases were primarily due to increased gaming tax expense commensurate with the increase in casino revenues at each property, partially offset by lower payroll and operating costs at our Las Vegas Operations.

Room expenses decreased $15.1 million and $4.0 million at our Las Vegas Operations and Encore Boston Harbor, respectively.

The decreases were primarily a result of lower operating costs related to the declines in occupancy at our Las Vegas Operations and Encore Boston Harbor resulting from the effects of the COVID-19 pandemic.

Room expenses for the first quarter of 2020 included expense of $1.5 million from Encore Boston Harbor and $8.3 million from our Las Vegas Operations related to our 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, which we accrued during the first quarter of 2020.

Food and beverage expenses decreased $75.0 million, $4.5 million, $3.6 million, and $18.8 million at our Las Vegas Operations, Wynn Palace, Wynn Macau, and Encore Boston Harbor, respectively.

The decreases were primarily a result of lower operating costs related to the declines in food and beverage revenues at each property as well as lower nightlife entertainment costs at our Las Vegas Operations resulting from the effects of the COVID-19 pandemic.

Food and beverage expenses for the first quarter of 2020 included expense of $20.8 million from our Las Vegas Operations and $4.8 million from Encore Boston Harbor related to our 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, which we accrued during the first quarter of 2020.

Entertainment, retail and other expenses increased primarily due to marketing expenses incurred at Corporate and other.

The increase was partially offset by a decrease in entertainment, retail and other expenses of $25.6 million at our Las Vegas Operations primarily as a result of lower operating costs related to the declines in entertainment, retail and other revenues resulting from the effects of the COVID-19 pandemic.

Entertainment, retail and other expenses for the first quarter of 2020 included expense of $4.1 million from our Las Vegas Operations and $0.7 million from Encore Boston Harbor related to our 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, which we accrued during the first quarter of 2020.

General and administrative expenses decreased $9.0 million, $6.0 million, $27.4 million, $9.1 million, and $3.1 million at Wynn Palace, Wynn Macau, our Las Vegas Operations, Encore Boston Harbor, and Corporate and other, respectively.

The decreases were primarily a result of lower payroll and operating costs.

Food and beverage expenses decreased $29.1 million and $14.4 million at our Las Vegas Operations and Encore Boston Harbor, respectively.

The decreases were primarily a result of lower payroll and operating costs.

Entertainment, retail and other expenses increased primarily due to marketing expenses incurred by Wynn Interactive.

The increase was partially offset by a decrease in entertainment, retail and other expenses of $22.5 million at our Las Vegas Operations primarily as a result of lower operating costs.

General and administrative expenses decreased primarily due to decreases of $8.3 million, $4.4 million, and $22.2 million at Wynn Palace, Wynn Macau, and our Las Vegas Operations, respectively.

These decreases were primarily attributable to decreased payroll, operating costs, and general and administrative expenses as a result of the COVID-19 pandemic.

General and administrative expenses for the first quarter of 2020 included expense of $10.2 million from our Las Vegas Operations and $4.4 million from Encore Boston Harbor related to our 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, which we accrued during the first quarter of 2020.

Provision for credit losses decreased primarily due to a decrease of $11.6 million at our Las Vegas Operations.

The decrease was primarily due to the impact of historical collection patterns and expectations of current and future collection trends, as well as the specific review of customer accounts, on our estimated credit loss for the respective periods.

Our property charges and other expenses for the quarter ended March 31, 2021 consisted primarily of asset abandonments of $2.1 million and $2.2 million at our Las Vegas Operations and Wynn Palace, respectively.

Our property charges and other expenses for the quarter ended March 31, 2020 consisted primarily of asset abandonments and retirements of $22.2 million and $1.4 million at Wynn Palace and Wynn Macau, respectively.

These decreases were partially offset by an increase in corporate and other general and administrative expenses of $24.1 million, primarily due to a credit of $27.7 million for the net proceeds of a derivative action settlement recognized during the three months ended June 30, 2020.

The provision for credit losses decreased $20.4 million, $15.2 million, and $3.5 million at our Las Vegas Operations, Wynn Palace, and Wynn Macau, respectively.

For the six months ended June 30, 2021, pre-opening expenses totaled $4.1 million, which primarily related to restaurant remodels at our Las Vegas Operations.

For the six months ended June 30, 2020, pre-opening expenses totaled $4.7 million, which primarily related to restaurant remodels at our Las Vegas Operations and the meeting and convention expansion at Wynn Las Vegas, which opened in February 2020.

Depreciation and amortization increased primarily due to increased depreciation and amortization expense incurred at Corporate and other and an increase in depreciation expense of $4.5 million at Encore Boston Harbor associated with equipment placed in service during the six months ended June 30, 2021.

Our property charges and other expenses for the six months ended June 30, 2021 consisted primarily of asset abandonments of $3.5 million and $3.2 million at our Las Vegas Operations and Wynn Palace, respectively.

Our property charges and other expenses for the six months ended June 30, 2020 consisted primarily of asset disposals, abandonments and retirements of $23.3 million and $3.9 million at Wynn Palace and Encore Boston Harbor, respectively.

Interest expense, net of capitalized interest

The following table summarizes information related to interest expense (dollars in thousands):

Three Months Ended March 31,

2021 2020 Increase/ (Decrease) Percent

Six Months Ended June 30,

2021 2020 Increase/ (Decrease) Percent Change

Interest expense

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Weighted average interest rate 4.90 % 4.57 %

Interest costs increased primarily due to an increase in the weighted average debt balance.

Interest costs increased primarily due to an increase in the weighted average debt balance and the weighted average interest rate.

Capitalized interest decreased due to the completion of the meeting and convention expansion in February 2020.

Other non-operating income and expenses

We incurred a foreign currency remeasurement loss of $11.1 million and a gain of $10.3 million for the three months ended March 31, 2021 and 2020, respectively.

We incurred a foreign currency remeasurement loss of $5.5 million and a gain of $12.6 million for the six months ended June 30, 2021 and 2020, respectively.

The impact of the exchange rate fluctuation of the Macau pataca, in relation to the U.S.

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dollar denominated debt and other obligations from our Macau-related entities drove the variability between periods.

We recorded a gain of $4.4 million and a loss of $15.7 million for the three months ended March 31, 2021 and 2020, respectively, from change in derivatives fair value.

We recorded a $1.3 million loss on extinguishment of debt for the three months ended March 31, 2021 related to the partial prepayment of the Wynn Macau Term Loan.

We recorded an income tax expense of $0.5 million and $75.8 million for the three months ended March 31, 2021 and 2020, respectively.

The 2021 income tax expense primarily related to the Macau dividend tax agreement that provides for an annual payment of MOP 12.8 million (approximately $1.6 million) as complementary tax otherwise due by stockholders of Wynn Macau SA.

The 2020 income tax expense primarily related to the increase in the valuation allowances for U.S foreign tax credits.

We recorded a gain of $5.4 million and a loss of $19.0 million for the six months ended June 30, 2021 and 2020, respectively, from change in derivatives fair value.

We recorded a $1.3 million loss on extinguishment of debt for the six months ended June 30, 2021 related to the partial prepayment of the Wynn Macau Term Loan.

We recorded a $1.5 million loss on extinguishment of debt for the six months ended June 30, 2020 primarily related to the partial prepayment of the Wynn Macau Term Loan.

We recorded an income tax expense of $1.2 million and $156.7 million for the six months ended June 30, 2021 and 2020, respectively.

The 2021 income tax expense primarily related to an increase in valuation allowance for U.S.

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.

Net loss attributable to noncontrolling interests

Net loss attributable to noncontrolling interests was $55.2 million and $48.2 million for the three months ended March 31, 2021 and 2020, respectively.

Net loss attributable to noncontrolling interests was $97.2 million and $145.5 million for the six months ended June 30, 2021 and 2020, respectively.

These amounts are primarily related to the noncontrolling interests' share of net loss from WML.

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The following table summarizes Adjusted Property EBITDA (in thousands) for Wynn Palace, Wynn Macau, Las Vegas Operations, and Encore Boston Harbor as reviewed by management and summarized in Item 1—"Notes to Condensed Consolidated Financial Statements," Note 17, "Segment Information." That footnote also presents a reconciliation of Adjusted Property EBITDA to net loss attributable to Wynn Resorts, Limited.

Three Months Ended March 31,

2021 2020 Increase/ (Decrease) Percent Change

Wynn Palace $ 27,369 $ 10,176 $ 17,193 169.0

Wynn Macau 16,556 19,208 (2,652) (13.8)

Las Vegas Operations 28,081 (22,077) 50,158 (227.2)

Encore Boston Harbor 30,363 (12,636) 42,999 (340.3)

Corporate and other (43,469) — (43,469) NM

Three Months Ended June 30, Six Months Ended June 30,

2021 2020 Increase/ (Decrease) Percent Change 2021 2020 Increase/ (Decrease) Percent Change

Wynn Palace $ 53,555 $ (110,908) $ 164,463 NM $ 80,924 $ (100,732) $ 181,656 NM

Wynn Macau 14,086 (82,646) 96,732 NM 30,642 (63,438) 94,080 NM

Las Vegas Operations 133,222 (75,564) 208,786 NM 161,303 (97,641) 258,944 NM

Encore Boston Harbor 46,916 (53,779) 100,695 NM 77,279 (66,415) 143,694 NM

Corporate and other (40,899) — (40,899) NM (84,368) — (84,368) NM

NM - Not meaningful.

Adjusted Property EBITDA at Wynn Palace increased $17.2 million for the three months ended March 31, 2021 primarily du e to a decrease in operating expenses.

Adjusted Property EBITDA at Wynn Macau decreased $2.7 million for the three months ended March 31, 2021 primarily du e to decreased VIP turnover and VIP table games win, which offset a decrease in operating expenses .

Adjusted Property EBITDA at our Las Vegas Operations increased $50.2 million for the three months ended March 31, 2021, primarily due to a decrease in operating expenses.

Adjusted Property EBITDA for our Las Vegas Operations for the first quarter of 2020 included the impact of $56.4 million of expense related to our 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.

Adjusted Property EBITDA at Encore Boston Harbor increased $43.0 million for the three months ended March 31, 2021, primarily due to a decrease in operating expenses.

Adjusted Property EBITDA for Encore Boston Harbor for the first quarter of

2020 included the impact of $19.3 million of expense related to our 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.

Adjusted Property EBITDA at Wynn Palace increased $164.5 million and $181.7 million for the three and six months ended June 30, 2021, respectively, primarily due to an increase in operating revenues, partially offset by an increase in operating expenses.

Adjusted Property EBITDA at Wynn Macau increased $96.7 million and $94.1 million for the three and six months ended June 30, 2021, respectively, primarily due to an increase in operating revenues, partially offset by an increase in operating expenses.

Adjusted Property EBITDA at our Las Vegas Operations increased $208.8 million for the three months ended June 30, 2021, primarily due to an increase in operating revenues, partially offset by an increase in operating expenses.

Adjusted Property EBITDA at our Las Vegas Operations increased $258.9 million for the six months ended June 30, 2021, primarily due to an increase in operating revenues and a decrease in operating expenses.

Our Las Vegas Operations closed to the public on March 17, 2020, and reopened on June 4, 2020 on a reduced basis.

Adjusted Property EBITDA for our Las Vegas Operations for the second quarter of 2020 excluded the impact of $56.4 million of expense related to our 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, which we accrued during the first quarter of 2020.

Adjusted Property EBITDA at Encore Boston Harbor increased $100.7 million and $143.7 million for the three and six months ended June 30, 2021, respectively, primarily due to an increase in operating revenues, partially offset by an increase in operating expenses.

Encore Boston Harbor closed to the public on March 15, 2020, and remained closed through the second quarter of 2020.

Adjusted Property EBITDA for Encore Boston Harbor for the second quarter of 2020 excluded the impact of $19.3 million of expense related to our 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, which we accrued during the first quarter of 2020.

Refer to the discussions above regarding the specific details of our results of operations.

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Our cash flows were as follows (in thousands):

Three Months Ended March 31,

Six Months Ended June 30,

Cash Flows - Summary 2021 2020

Net cash used in operating activities $ (253,906) $ (176,500)

Net cash used in investing activities:

Cash flows from operating activities $ (226,807) $ (607,987)

Cash flows from investing activities:

Capital expenditures, net of construction payables and retention (110,045) (191,682)

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Net cash used in investing activities (122,284) (187,949)

Net cash (used in) provided by financing activities:

Cash flows from financing activities:

Proceeds from issuance of long-term debt 50,058 2,894,134

Repayments of long-term debt (1,205,099) (527,535)

Proceeds from issuance of common stock 841,899 —

Proceeds from issuance of Wynn Resorts, Limited common stock 841,896 —

Repurchase of common stock (4,563) (8,437)

Finance lease payment (3,881) (37)

Finance lease payments (7,784) (74)

Proceeds from exercise of stock options — 70

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Distribution to noncontrolling interest (6,479) (998)

Proceeds from issuance of subsidiary common stock 4,662 —

Payments for financing costs (2,152) (13,196)

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Accordingly, operating cash flows will be impacted by changes in operating income and accounts receivable, net.

During the three months ended March 31, 2021, the increase in net cash used in operating activities was primarily due to changes in working capital accounts.

During the three months ended March 31, 2020, the decrease in net cash provided by operations was primarily due to the adverse effects of the COVID-19 pandemic on the results of our operations for the three months ended March 31, 2020.

During the six months ended June 30, 2021, the decrease in net cash used in operating activities was primarily due to increased operating revenues, partially offset by an increase in operating expenses and changes in working capital accounts.

During the six months ended June 30, 2020, the decrease in net cash provided by operations was primarily due to the adverse effects of the COVID-19 pandemic on the results of our operations.

Investing Activities

Our investing activities primarily consist of project capital expenditures, such as the construction of the meeting and convention expansion at Wynn Las Vegas, which opened in February 2020, as well as maintenance capital expenditures associated with maintaining and continually refining our world-class integrated resort properties.

associated with maintaining and continually refining our world-class integrated resort properties.

In light of the unprecedented COVID-19 pandemic and our focus on safeguarding the Company's operations and the well-being of our employees, we temporarily postponed major project capital expenditures for 2020.

During the three months ended March 31, 2021, we incurred capital expenditures of $19.8 million at our Las Vegas Operations, $6.3 million at Encore Boston Harbor, $7.4 million at Wynn Palace, and $4.8 million at Wynn Macau, primarily related to maintenance capital expenditures.

During the three months ended March 31, 2020, we incurred capital expenditures of $43.6 million at Encore Boston Harbor primarily for the payment of construction retention and other payables related to its construction, $37.0 million at our Las Vegas Operations for restaurant remodels and maintenance capital expenditures, $12.2 million for the construction of the additional meeting and convention space at Wynn Las Vegas, and $17.5 million and $26.6 million at Wynn Palace and Wynn Macau, respectively, primarily related to maintenance capital expenditures.

During the six months ended June 30, 2021, we incurred capital expenditures of $54.6 million at our Las Vegas Operations primarily related to the Wynn Las Vegas room remodel, and $17.9 million at Encore Boston Harbor, $13.6 million at Wynn Palace, and $9.8 million at Wynn Macau primarily related to maintenance capital expenditures.

During the six months ended June 30, 2020, we incurred capital expenditures of $48.1 million at Encore Boston Harbor primarily for the payment of construction retention and other payables related to its construction, $57.5 million at our Las Vegas Operations for restaurant remodels and maintenance capital expenditures, $23.1 million for the construction of the additional meeting and convention space at Wynn Las Vegas, and $27.5 million and $32.5 million at Wynn Palace and Wynn Macau, respectively, primarily related to maintenance capital expenditures.

Financing Activities

During the three months ended March 31, 2021, we received proceeds of $841.9 million from our February 2021 equity offering and used $716.0 million of the proceeds from the equity offering to repay the outstanding borrowings under the WRF Revolver.

In addition, we borrowed $50.1 million under the Wynn Macau Revolver, paid $438.6 million of outstanding principal owed under the Wynn Macau Term Loan, and made a $12.5 million quarterly amortization payment under the WRF Term Loan.

During the three months ended March 31, 2020, we borrowed $325.8 million, net of amounts repaid, under the Wynn Macau Revolver, borrowed $791.0 million under the WRF Revolver, prepaid $150.2 million of outstanding principal owed under the Wynn Macau Term Loan, and made a $12.5 million quarterly amortization payment under the WRF Term Loan.

During the six months ended June 30, 2021, we received proceeds of $841.9 million from our February 2021 equity offering and used $716.0 million of the proceeds from the equity offering to repay the outstanding borrowings under the WRF Revolver.

In addition, we borrowed $50.1 million under the Wynn Macau Revolver, paid $464.7 million of outstanding principal owed under the Wynn Macau Term Loan, and made quarterly amortization payments under the WRF Term Loan totaling $25.0 million.

During the six months ended June 30, 2020, we issued $750.0 million aggregate principal amount of WML 5 1/2% Senior Notes due 2026, issued $600.0 million aggregate principal amount of WRF 7 3/4% Senior Notes due 2025, borrowed $376.0 million, net of amounts repaid, under the Wynn Macau Revolver, borrowed $816.0 million under the WRF Revolver, prepaid $150.2 million of outstanding principal owed under the Wynn Macau Term Loan, and made quarterly amortization payments under the WRF Term Loan totaling $25.0 million.

In addition, we used cash of $108.1 million for the payment of dividends.

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We continue to monitor the rapidly evolving situation and guidance from international and domestic authorities.

The following table summarizes our unrestricted cash and cash equivalents and available revolver borrowing capacity under the Company as of March 31, 2021 (in thousands):

The following table summarizes our unrestricted cash and cash equivalents and available revolver borrowing capacity under the Company as of June 30, 2021 (in thousands):

Total Cash and Cash Equivalents Revolver Borrowing Capacity

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Wynn Resorts, Limited and other 808,202 —

Total cash and cash equivalents $ 2,890,407 $ 1,126,925

Total $ 2,802,716 $ 1,127,406

(1) Excluding Wynn Resorts (Macau) S.A.

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We expect to use this cash to service our existing Wynn Macau Credit Facilities, make distributions to WML, and fund working capital and capital expenditure requirements at our Macau Operations.

The Wynn Macau Credit Facilities contain customary negative and financial covenants, including, but not limited to, leverage ratio and interest coverage ratio tests (as defined in the Wynn Macau Credit Facilities) that could restrict its ability to make distributions to WML and incur additional indebtedness.

make distributions to WML and incur additional indebtedness.

Wynn Macau SA is required to maintain a leverage ratio of not greater than 4.00 to 1 and an interest coverage ratio of not less than 2.00 to 1.

Wynn Macau SA complied with these ratios for the three months ended March 31, 2021.

Wynn Macau SA complied with these ratios for the three months ended June 30, 2021.

In January 2021, Wynn Macau SA prepaid approximately $412.5 million of the term loan outstanding under the Wynn Macau Credit Facilities using proceeds from WML senior notes issuances.

In August 2021, a subsidiary of WML received lender commitments for a senior unsecured revolving credit facility in an aggregate principal amount of up to $1.50 billion with a final maturity four years from inception.

The Company expects to enter into the facility during the third quarter of 2021, and to use a portion of the net proceeds from borrowings under the new facility to facilitate the repayment of the outstanding $1.26 billion of borrowings under the existing Wynn Macau Credit Facilities at closing.

The Company is currently designing the second phase of Wynn Palace.

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Wynn Macau, Limited ("WML") primarily generates cash through distributions from Wynn Macau SA.

We expect to use WML's cash to service our existing WML Notes, pay dividends to shareholders of WML (of which we own approximately 72%), and fund working capital requirements at WML.

WML paid no dividends during 2020 or the first quarter of 2021.

We expect to use WML's cash to service our existing WML Senior Notes, pay dividends to shareholders of WML (of which we own approximately 72%), and fund working capital requirements at WML.

WML paid no dividends during 2020 or the six months ended June 30, 2021.

The WML board of directors will be continuously monitoring the situation and market conditions in Macau and Greater China and may consider a special dividend in the future when such conditions have stabilized.

If our portion of our cash and cash equivalents were repatriated to the U.S.

on March 31, 2021, it would be subject to minimal U.S.

on June 30, 2021, it would be subject to minimal U.S.

taxes in the year of repatriation.

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The WRF Credit Agreement contains customary negative and financial covenants, including, but not limited to, covenants that restrict WRF's ability to pay dividends or distributions and incur additional indebtedness.

In 2021, Wynn Las Vegas will proceed with its planned room remodel, which we temporarily postponed during 2020.

We expect to incur between $170 million and $180 million of remaining project costs related to this remodel, which we expect to complete before the end of 2021.

Wynn Las Vegas is currently undergoing its planned room remodel, which we temporarily postponed during 2020.

We expect to incur between $150 million and $170 million of remaining project costs related to this remodel, which we expect to complete during the first quarter of 2022.

The Company repaid $716.0 million of the outstanding borrowings under the WRF Revolver in February 2021, using proceeds from the February 2021 equity offering described below.

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The Company used $716.0 million of the net proceeds from this equity offering to repay the outstanding borrowings under the WRF revolver in February 2021, and intends to use the remaining net proceeds for general corporate purposes.

On May 10, 2021, Wynn Interactive entered into a business combination agreement (the "Business Combination Agreement") with Austerlitz Acquisition Corporation I, a Cayman Islands exempted company ("Austerlitz I"), and Wave Merger Sub Limited, an exempted company limited by shares incorporated in Bermuda and a direct, wholly owned subsidiary of Austerlitz I ("Merger Sub").

The Business Combination Agreement provides for, among other things, the consummation of the following transactions:

(i) Austerlitz I will transfer by way of continuation from the Cayman Islands to Bermuda and change its name to "Wynn Interactive, Limited";

and (ii) Merger Sub will merge with and into Wynn Interactive (the "Merger"), with Wynn Interactive being the surviving company of the Merger and direct, wholly owned subsidiary of Austerlitz I.

Upon closing of the transaction, assuming no share redemptions by the public stockholders of Austerlitz I, the Company is expected to retain approximately 58% equity interest (and approximately 72% voting interest) in Wynn Interactive.

We expect the assets of the combined business to include approximately $634.0 million of net cash currently held by Austerlitz I.

The proposed business combination is expected to close by the end of 2021, subject to approval by Austerlitz I's stockholders, gaming regulatory approval and other customary closing conditions.

Other Factors Affecting Liquidity

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In addition, litigation inherently involves significant costs.

For information regarding legal proceedings, see Item 1—"Notes to Condensed Consolidated Financial Statements," Note 15, "Commitments and Contingencies."

For information regarding legal proceedings, see Note 15, "Commitments and Contingencies."

Our Board of Directors has authorized an equity repurchase program of up to $1.0 billion.

Under the equity repurchase program, we may repurchase the Company's outstanding shares from time to time through open market purchases, in privately

negotiated transactions, and under plans complying with Rules 10b5-1 and 10b-18 under the Exchange Act.

As of March 31, 2021, we had $800.1 million in repurchase authority remaining under the program.

Under the equity repurchase program, we may repurchase the Company's outstanding shares from time to time through open market purchases, in privately negotiated transactions, and under plans complying with Rules 10b5-1 and 10b-18 under the Exchange Act.

As of June 30, 2021, we had $800.1 million in repurchase authority remaining under the program.

We did not repurchase shares under the repurchase program during the six months ended June 30, 2021.

We have in the past repurchased, and in the future, we may periodically consider repurchasing our outstanding notes for cash.

The amount of any notes to be repurchased, as well as the timing of any repurchases, will be based on business, market and other conditions and factors, including price, contractual requirements or consents, and capital availability.

New business developments or other unforeseen events may occur, resulting in the need to raise additional funds.

New business developments or other unforeseen events, including related to COVID-19, may occur, resulting in the need to raise additional funds.

We continue to explore opportunities to develop additional gaming or related businesses in domestic and international markets.

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We do not have any retained or contingent interest in assets transferred to an unconsolidated entity.

As of March 31, 2021, we had outstanding letters of credit totaling $16.1 million.

As of June 30, 2021, we had outstanding letters of credit totaling $15.8 million.

Critical Accounting Policies and Estimates

A description of our critical accounting policies is included in Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2020.

There have been no significant changes to these policies for the three months ended March 31, 2021.

There have been no significant changes to these policies for the six months ended June 30, 2021.

Recently Adopted Accounting Standards and Accounting Standards Issued But Not Yet Adopted

See related disclosure in Item 1—"Notes to Condensed Consolidated Financial Statements," Note 2, "Basis of Presentation and Significant Accounting Policies."

See related disclosure in Note 2, "Basis of Presentation and Significant Accounting Policies."

Forward-Looking Statements

4 unchanged sentences

• pending or future claims and legal proceedings, regulatory or enforcement actions or probity investigations;

• our ability to maintain our gaming licenses and concessions;

• our ability to maintain our gaming licenses and concessions, including the renewal or extension of the concession in Macau that expires on June 26, 2022;

• our dependence on key employees;

30 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 2. Management’s Discussion and Analysis