What changed in this filing

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Item 1. Financial Statements

2021-11-09 compared with 2021-08-09 · 127 added, 110 removed, 634 unchanged (27% of the section changed)

3 unchanged sentences

(in thousands, except share data)

September 30,

2021 December 31,

13 unchanged sentences

Total assets $ 12,607,695 $ 13,869,547

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

LIABILITIES AND STOCKHOLDERS' DEFICIT

Current liabilities:

12 unchanged sentences

Commitments and contingencies (Note 15)

Stockholders' equity (deficit):

Stockholders' deficit:

Preferred stock, par value $ 0.01 ;

11 unchanged sentences

Accumulated deficit ( 2,110,895 ) ( 1,532,420 )

Total Wynn Resorts, Limited stockholders' equity (deficit) 102,752 ( 351,997 )

Total Wynn Resorts, Limited stockholders' deficit ( 53,238 ) ( 351,997 )

Noncontrolling interests ( 539,351 ) ( 385,320 )

5 unchanged sentences

(in thousands, except per share data)

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

Three Months Ended

September 30, Nine Months Ended

September 30,

2021 2020 2021 2020

41 unchanged sentences

(in thousands)

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

Three Months Ended

September 30, Nine Months Ended

September 30,

2021 2020 2021 2020

9 unchanged sentences

(in thousands, except share data)

For the Three Months Ended June 30, 2021

For the Three Months Ended September 30, 2021

outstanding Par

5 unchanged sentences

stockholders'

equity Noncontrolling

equity (deficit) Noncontrolling

interests Total

stockholders'

Balances, April 1, 2021 115,647,328 $ 1,313 $ ( 1,426,887 ) $ 3,466,073 $ 6,501 $ ( 1,813,317 ) $ 233,683 $ ( 436,622 ) $ ( 202,939 )

Balances, July 1, 2021 115,683,983 $ 1,313 $ ( 1,427,094 ) $ 3,466,908 $ 6,293 $ ( 1,944,668 ) $ 102,752 $ ( 456,591 ) $ ( 353,839 )

Net loss — — — — — ( 166,249 ) ( 166,249 ) ( 79,734 ) ( 245,983 )

4 unchanged sentences

Distribution to noncontrolling interest — — — — — — — ( 5,364 ) ( 5,364 )

Subsidiary equity issuance — — — ( 20,211 ) — — ( 20,211 ) 25,371 5,160

Stock-based compensation — — — 18,852 — — 18,852 3,023 21,875

Balances, June 30, 2021 115,683,983 $ 1,313 $ ( 1,427,094 ) $ 3,466,908 $ 6,293 $ ( 1,944,668 ) $ 102,752 $ ( 456,591 ) $ ( 353,839 )

For the Three Months Ended June 30, 2020

Balances, September 30, 2021 115,658,818 $ 1,314 $ ( 1,433,535 ) $ 3,485,759 $ 4,119 $ ( 2,110,895 ) $ ( 53,238 ) $ ( 539,351 ) $ ( 592,589 )

For the Three Months Ended September 30, 2020

outstanding Par

5 unchanged sentences

stockholders'

equity Noncontrolling

equity (deficit) Noncontrolling

interests Total

stockholders'

Balances, April 1, 2020 107,884,163 $ 1,234 $ ( 1,416,525 ) $ 2,526,062 $ ( 947 ) $ 132,266 $ 1,242,090 $ ( 249,610 ) $ 992,480

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 )

4 unchanged sentences

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, June 30, 2020 107,869,865 $ 1,234 $ ( 1,419,435 ) $ 2,543,718 $ ( 908 ) $ ( 505,090 ) $ 619,519 $ ( 345,321 ) $ 274,198

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 )

The accompanying notes are an integral part of these condensed consolidated financial statements.

2 unchanged sentences

(in thousands, except share data)

For the Six Months Ended June 30, 2021

For the Nine Months Ended September 30, 2021

outstanding Par

19 unchanged sentences

Stock-based compensation — — — 60,136 — — 60,136 8,651 68,787

Balances, June 30, 2021 115,683,983 $ 1,313 $ ( 1,427,094 ) $ 3,466,908 $ 6,293 $ ( 1,944,668 ) $ 102,752 $ ( 456,591 ) $ ( 353,839 )

For the Six Months Ended June 30, 2020

Balances, September 30, 2021 115,658,818 $ 1,314 $ ( 1,433,535 ) $ 3,485,759 $ 4,119 $ ( 2,110,895 ) $ ( 53,238 ) $ ( 539,351 ) $ ( 592,589 )

For the Nine Months Ended September 30, 2020

outstanding Par

5 unchanged sentences

stockholders'

equity Noncontrolling

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

7 unchanged sentences

Stock-based compensation — — — 35,065 — — 35,065 3,248 38,313

Balances, June 30, 2020 107,869,865 $ 1,234 $ ( 1,419,435 ) $ 2,543,718 $ ( 908 ) $ ( 505,090 ) $ 619,519 $ ( 345,321 ) $ 274,198

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 )

The accompanying notes are an integral part of these condensed consolidated financial statements.

2 unchanged sentences

(in thousands)

Six Months Ended June 30,

Nine Months Ended September 30,

Cash flows from operating activities:

30 unchanged sentences

Proceeds from issuance of subsidiary common stock 4,662 —

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

Payments for debt financing costs ( 29,975 ) ( 20,350 )

Net cash (used in) provided by financing activities ( 555,569 ) 2,236,479

28 unchanged sentences

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.

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

There can be no assurance as to when a sufficient number of individuals will be vaccinated, permitting travel restrictions to be fully lifted.

There can be no assurance as to when a sufficient number of individuals will be vaccinated, or when travel restrictions may be fully lifted thereafter.

Macau Operations

Visitation to Macau has fallen significantly since the outbreak of COVID-19, driven by the strong deterrent effect of the COVID-19 pandemic on travel and social activities, quarantine measures in Macau and elsewhere, travel and entry restrictions and conditions in Macau, the PRC, Hong Kong and Taiwan involving COVID-19 testing, among other things, and the suspension or reduced accessibility of transportation to and from Macau.

Beginning in June 2020 certain restrictions and conditions have eased to allow for visitation to Macau as certain regions recover from the COVID-19 pandemic.

Visitation to Macau has fallen significantly since the outbreak of COVID-19, driven by the strong deterrent effect of the COVID-19 pandemic on travel and social activities, quarantine measures put in place in Macau and elsewhere, travel and entry restrictions and conditions in Macau, the PRC, Hong Kong and Taiwan involving COVID-19 testing, among other things, and the suspension or reduced accessibility of transportation to and from Macau.

Beginning in June 2020, certain restrictions and conditions have eased to allow for some visitation to Macau as certain regions recover from the COVID-19 pandemic.

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.

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, 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.

Las Vegas Operations and Encore Boston Harbor

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.

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 schedule.

On April 27, 2021, the Governor of Massachusetts announced a phased plan for further reopening and on May 28, 2021 signed an

In response to the COVID-19 outbreak, the Company’s Las Vegas Operations and Encore Boston Harbor 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.

Over the course of the nine months ended September 30, 2021, the Company's Las Vegas Operations and Encore Boston Harbor have each incrementally resumed full operations, including reopening gaming areas to 100 % of capacity and restoring seven-day-per-week hotel operations, as permitted by governmental authorities and in response to increased customer demand.

WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

executive order rescinding the COVID-19 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 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.

As of June 30, 2021, the Company had total cash and cash equivalents, excluding restricted cash, of $ 2.80 billion, and had access to $ 834.2 million of available borrowing capacity from the WRF Revolving Facility and $ 293.2 million of available borrowing capacity from the Wynn Macau Revolving Facility.

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, and management cannot reasonably estimate the impact of such developments to the Company's future results of operations, cash flows, or financial condition.

As of September 30, 2021, the Company had total cash and cash equivalents, excluding restricted cash, of $ 2.48 billion, and had access to $ 834.2 million of available borrowing capacity from the WRF Revolving Facility and $ 413.1 million of available borrowing capacity from the WM Cayman II Revolver (as defined and discussed further in Note 7, "Long-Term Debt").

The Company has suspended its dividend program.

Given the Company's liquidity position at June 30, 2021, the Company believes it is able to support continuing operations and respond to the current COVID-19 pandemic challenges.

Given the Company's liquidity position as of September 30, 2021, the Company believes it is able to support continuing operations and respond to the current COVID-19 pandemic challenges.

Macau Gaming Concession

1 unchanged sentence

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.

In addition, under the indentures governing the Company's $ 4.7 billion aggregate principal amount of WML Senior Notes and the facility agreement governing the WM Cayman II Revolver, upon the occurrence of any event after which the Company does not own or manage casino or gaming areas or operate casino games of fortune and chance in Macau in substantially the same manner as of the issue date of the respective senior notes or the date of the facility agreement, for a period of 10 consecutive days or more in the case of the WML Senior Notes or a period of 30 consecutive days or more in the case of the WM Cayman II Revolver, 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"), and any amounts owed under the WM Cayman II Revolver may become immediately due and payable (the "Property Mandatory Prepayment Event").

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.

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 and triggering of the Property Mandatory Prepayment Event would have a material adverse effect on the Company's business, financial condition, results of operations, and cash flows.

Business Combination Agreement

4 unchanged sentences

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

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.

WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

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

Note 2 - Basis of Presentation and Significant Accounting Policies

2 unchanged sentences

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.

generally accepted accounting principles ("GAAP") have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures herein

WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

are adequate to make the information presented not misleading.

In the opinion of management, the accompanying condensed consolidated financial statements reflect all adjustments, which are of a normal recurring nature, necessary to a fair presentation of the results for the interim periods presented.

The results for the three and six months ended June 30, 2021 are not necessarily indicative of results to be expected for the full fiscal year.

The results for the three and nine months ended September 30, 2021 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, 2020.

10 unchanged sentences

These gaming taxes are recorded as casino expenses in the accompanying Condensed Consolidated Statements of Operations.

These taxes totaled $ 234.2 million and $ 12.5 million for the three months ended June 30, 2021 and 2020, respectively, and $ 449.2 million and $ 266.4 million for the six months ended June 30, 2021 and 2020, respectively.

These taxes totaled $ 188.7 million and $ 66.1 million for the three months ended September 30, 2021 and 2020, respectively, and $ 637.9 million and $ 332.5 million for the nine months ended September 30, 2021 and 2020, respectively.

Recently Issued Accounting Standards

11 unchanged sentences

Cash, cash equivalents and restricted cash consisted of the following (in thousands):

September 30,

2021 December 31,

12 unchanged sentences

Receivables, net consisted of the following (in thousands):

September 30,

2021 December 31,

5 unchanged sentences

$ 221,933 $ 200,158

As of June 30, 2021 and December 31, 2020, approximately 68.7 % and 77.3 %, respectively, of the Company's markers were due from customers residing outside the United States, primarily in Asia.

As of September 30, 2021 and December 31, 2020, approximately 72.8 % and 77.3 %, 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 the Company's customers reside could affect the collectability of such receivables.

The Company’s allowance for casino credit losses was 39.3 % and 47.2 % of gross casino receivables as of June 30, 2021 and December 31, 2020, respectively.

The Company’s allowance for casino credit losses was 42.2 % and 47.2 % of gross casino receivables as of September 30, 2021 and December 31, 2020, respectively.

Although the Company believes that its allowance is adequate, it is possible the estimated amounts of cash collections with respect to receivables could change.

1 unchanged sentence

The following table shows the movement in the Company's allowance for credit losses recognized for receivables that occurred during the period (in thousands):

2021 June 30,

September 30,

2021 September 30,

Balance at beginning of year $ 100,329 $ 39,317

8 unchanged sentences

Property and equipment, net consisted of the following (in thousands):

September 30,

2021 December 31,

7 unchanged sentences

$ 8,859,157 $ 9,196,644

As of June 30, 2021 and December 31, 2020, construction in progress consisted primarily of costs capitalized for various capital enhancements at the Company's properties, including the Wynn Las Vegas room remodel.

Depreciation expense for the three months ended June 30, 2021 and 2020 was $ 176.1 million and $ 172.8 million, respectively, and depreciation expense for the six months ended June 30, 2021 and 2020 was $ 353.9 million and $ 345.1 million, respectively.

As of September 30, 2021 and December 31, 2020, construction in progress consisted primarily of costs capitalized for various capital enhancements at the Company's properties, including the Wynn Las Vegas room remodel.

Depreciation expense for the three months ended September 30, 2021 and 2020 was $ 169.7 million and $ 177.3 million, respectively, and depreciation expense for the nine months ended September 30, 2021 and 2020 was $ 523.6 million and $ 522.4 million, respectively.

Note 6 - Goodwill

The following table shows the movement in the Company's goodwill balance that occurred during the six-month period (in thousands):

The following table shows the movement in the Company's goodwill balance that occurred during the nine-month period (in thousands):

Balance as of January 1, 2021 $ 144,094

Foreign currency translation ( 4,167 )

Balance as of June 30, 2021 $ 145,179

Balance as of September 30, 2021 $ 139,927

WYNN RESORTS, LIMITED AND SUBSIDIARIES

2 unchanged sentences

Long-term debt consisted of the following (in thousands):

September 30,

2021 December 31,

2 unchanged sentences

Wynn Macau Term Loan, due 2022 $ — $ 1,268,106

$ 802,898 $ 1,268,106

Wynn Macau Revolver, due 2022 — 407,443

457,290 407,443

WM Cayman II Revolver, due 2025 (2)

WML 4 7/8% Senior Notes, due 2024 600,000 600,000

19 unchanged sentences

Total long-term debt, net of current portion $ 11,693,785 $ 12,469,362

(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) Approximately $ 454.4 million and $ 348.5 million of the Wynn Macau Term Loan bears interest at a rate of LIBOR plus 2.25 % per year and HIBOR plus 2.25 % per year, respectively.

As of June 30, 2021, the weighted average interest rate was approximately 2.35 %.

In January 2021, the Company prepaid $ 412.5 million of the Wynn Macau Term Loan.

(3) Approximately $ 260.2 million and $ 197.1 million of the Wynn Macau Revolver bears interest at a rate of LIBOR plus 2.25 % per year and HIBOR plus 2.25 % per year, respectively.

As of June 30, 2021, the weighted average interest rate was approximately 2.34 %.

As of June 30, 2021, the available borrowing capacity under the Wynn Macau Revolver was $ 293.2 million.

(1) In September 2021, the Company prepaid the aggregate amount of $ 1.26 billion of borrowings outstanding under Wynn Macau Credit Facilities.

(2) The borrowings under the WM Cayman II Revolver bear interest at LIBOR or HIBOR plus a margin of 1.875 % to 2.875 % per annum based on WM Cayman II’s leverage ratio on a consolidated basis.

Approximately $ 226.5 million and $ 862.6 million of the WM Cayman II Revolver bears interest at a rate of LIBOR plus 2.625 % per year and HIBOR plus 2.625 % per year, respectively.

As of September 30, 2021, the weighted average interest rate was approximately 2.69 %.

As of September 30, 2021, the available borrowing capacity under the WM Cayman II Revolver was $ 413.1 million.

(3) The WRF Credit Facilities bear interest at a rate of LIBOR plus 1.75 % per year.

As of June 30, 2021, the weighted average interest rate was approximately 1.86 %.

Additionally, as of June 30, 2021, the available borrowing capacity under the WRF Revolver was $ 834.2 million, net of $ 15.8 million in outstanding letters of credit.

As of September 30, 2021, the weighted average interest rate was approximately 1.84 %.

Additionally, as of September 30, 2021, the available borrowing capacity under the WRF Revolver was $ 834.2 million, net of $ 15.8 million in outstanding letters of credit.

(4) The Retail Term Loan bears interest at a rate of LIBOR plus 1.70 % per year.

As of June 30, 2021, the effective interest rate was 2.70 %.

Wynn Macau Credit Facilities Refinancing Commitment

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.

As of September 30, 2021, the effective interest rate was 2.70 %.

WM Cayman II Revolver

On September 16, 2021, WM Cayman Holdings Limited II, an indirect wholly owned subsidiary of WML, as borrower ("WM Cayman II") and WML as guarantor, each an indirect subsidiary of Wynn Resorts, entered into a facility agreement with, among others, Bank of China Limited, Macau Branch as agent and a syndicate of lenders (the "Facility Agreement"), pursuant to which the lenders will make available in an aggregate amount of $ 1.50 billion equivalent revolving unsecured credit facility consisting of one tranche in an amount of $ 312.5 million and one tranche in an amount of HK$ 9.26 billion (approximately $ 1.19 billion) to WM Cayman II (the "WM Cayman II Revolver").

WM Cayman II has the ability to upsize the total WM Cayman II Revolver by an additional $ 1.00 billion equivalent under the Facility Agreement and related agreements upon the satisfaction of various conditions.

WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

The final maturity of all outstanding loans under the WM Cayman II Revolver is September 16, 2025 (or if September 16, 2025 is not a business day, the next business day in the relevant calendar month), by which time any outstanding borrowings from the WM Cayman II Revolver must be repaid.

Borrowings of $ 1.09 billion under the WM Cayman II Revolver, along with $ 200.0 million of cash, were used to facilitate the prepayment of the outstanding $ 1.26 billion of borrowings under the Wynn Macau Credit Facilities, and to pay related fees and expenses totaling $ 29.1 million, of which $ 28.5 million was recorded as debt issuance costs within the Condensed Consolidated Balance Sheet.

The Company recognized this transaction primarily as a modification of existing debt with the related unamortized debt issuance costs reallocated to the WM Cayman II Revolver.

For those components of debt that were deemed extinguished, the Company recognized a loss on extinguishment of debt of $ 0.7 million.

The Facility Agreement contains representations, warranties, covenants and events of default customary for similar financings.

The Facility Agreement also contains certain mandatory prepayment provisions relating to the loss or termination of the Company's gaming operations or concession contracts in Macau.

Debt Covenant Compliance

As of June 30, 2021, management believes the Company was in compliance with all debt covenants.

As of September 30, 2021, management believes the Company was in compliance with all debt covenants.

Fair Value of Long-Term Debt

The estimated fair value of the Company's long-term debt as of June 30, 2021 and December 31, 2020, was approximately $ 12.41 billion and $ 13.35 billion, respectively, compared to its carrying value, excluding debt issuance costs and original issue discount and premium, of $ 12.00 billion and $ 13.15 billion, respectively.

The estimated fair value of the Company's long-term debt as of September 30, 2021 and December 31, 2020, was approximately $ 11.68 billion and $ 13.35 billion, respectively, compared to its carrying value, excluding debt issuance costs and original issue discount and premium, of $ 11.81 billion and $ 13.15 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 8 - Stockholders' Equity (Deficit)

Note 8 - Stockholders' Deficit

Equity Offering

On February 11, 2021, the Company completed a registered public offering of 7,475,000 newly issued shares of its common stock, par value $ 0.01 per share, at a price of $ 115.00 per share for proceeds of $ 841.9 million, net of $ 17.7 million in underwriting discounts, commissions, and other expenses.

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

The Company used $ 716.0 million of the proceeds from the equity offering to repay the then outstanding borrowings under the WRF Revolver, and used the remaining net proceeds for general corporate purposes.

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.

4 unchanged sentences

The WML board of directors concluded not to recommend the payment of a dividend with respect to either of the years ended December 31, 2020 or 2019 due to the financial impact of the COVID-19 pandemic.

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

During the six months ended June 30, 2021 and 2020, the Retail Joint Venture made aggregate distributions of approximately $ 6.48 million and $ 1.0 million, respectively, to its noncontrolling interest holder.

For more information on the Retail Joint Venture, see Note 16, "Retail Joint Venture".

As such, WML paid no dividends during 2020 or the nine months ended September 30, 2021.

WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

During the nine months ended September 30, 2021 and 2020, the Retail Joint Venture made aggregate distributions of approximately $ 11.8 million and $ 2.0 million, respectively, to its noncontrolling interest holder.

For more information on the Retail Joint Venture, see Note 16, "Retail Joint Venture".

Note 9 - Fair Value Measurements

1 unchanged sentence

Fair Value Measurements Using:

September 30,

(Level 1) Other

11 unchanged sentences

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.

WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

The Company's primary liabilities associated with customer contracts are as follows (in thousands):

June 30, 2021 December 31, 2020 Increase (decrease) June 30, 2020 December 31, 2019 Increase (decrease)

September 30, 2021 December 31, 2020 Increase / (decrease) September 30, 2020 December 31, 2019 Increase / (decrease)

Casino outstanding chips and front money deposits (1)

17 unchanged sentences

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.

WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

Note 11 - Stock-Based Compensation

The total compensation cost for stock-based compensation plans was recorded as follows (in thousands):

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

Three Months Ended

September 30, Nine Months Ended

September 30,

2021 2020 2021 2020

9 unchanged sentences

Total stock-based compensation costs $ 27,822 $ 10,712 $ 79,304 $ 41,863

(1) For the six months ended June 30, 2020, reflects the reversal of $ 3.3 million of compensation cost previously recognized for awards forfeited in connection with the departure of an employee.

(2) For the three and six months ended June 30, 2021, reflects compensation cost of $ 1.4 million and $ 2.7 million, respectively, recognized in connection with the vesting of restricted stock performance awards.

(3) For the three and six months ended June 30, 2020, reflects compensation cost of $ 4.4 million recognized in connection with the vesting of restricted stock performance awards.

(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, 2021, reflects compensation cost of $ 2.7 million recognized in connection with the vesting of restricted stock performance awards.

(3) 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 12 - Income Taxes

The Company recorded an income tax expense of $ 0.7 million and $ 80.9 million for the three months ended June 30, 2021 and 2020, respectively and 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 deferred tax assets and 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 Company recorded an income tax expense of $ 1.2 million and $ 407.4 million for the three months ended September 30, 2021 and 2020, respectively and an income tax expense of $ 2.3 million and $ 564.1 million for the nine months ended September 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 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 allowance for U.S.

1 unchanged sentence

In March 2021, the Company received an extension of its Macau dividend tax agreement, providing for a payment of MOP 12.8 million (approximately $ 1.6 million) for 2021 and MOP 6.3 million (approximately $ 0.8 million) for the period ending June 26, 2022, the expiration date of the gaming concession agreement.

WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

The Company records valuation allowances on certain of its U.S.

2 unchanged sentences

This conclusion was reached due to cumulative operating losses incurred by the Company and tax legislation that reduced future sources of taxable income.

As of June 30, 2021, the Company continues to rely solely on the reversal of net taxable temporary differences in assessing a need for a valuation allowance.

As of September 30, 2021, the Company continues to rely solely on the reversal of net taxable temporary differences in assessing a need for a valuation allowance.

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.

For the three and six months ended June 30, 2021 and 2020, the Company did not have any casino gaming profits exempt from the Macau Complementary Tax.

For the three and nine months ended September 30, 2021 and 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 March 2021, the Financial Services Bureau concluded its review of the 2017 and 2018 Macau income tax returns of Palo with no changes.

WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

Note 13 - Earnings Per Share

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The weighted average number of common and common equivalent shares used in the calculation of basic and diluted EPS consisted of the following (in thousands, except per share amounts):

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

Three Months Ended

September 30, Nine Months Ended

September 30,

2021 2020 2021 2020

6 unchanged sentences

Anti-dilutive stock options, nonvested, and performance nonvested shares excluded from the calculation of diluted net income per share 954 1,104 954 1,104

WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

Note 14 - Leases

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The following table presents the minimum and contingent operating lease income for the periods presented (in thousands):

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

Three Months Ended

September 30, Nine Months Ended

September 30,

2021 2020 2021 2020

Minimum rental income (1)

$ 27,719 $ ( 2,430 ) $ 75,676 $ 57,293

Contingent rental income 19,349 15,280 75,464 23,798

Total rental income $ 47,068 $ 12,850 $ 151,140 $ 81,091

WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(1) For the three and nine months ended September 30, 2020, reflects the impact of rent concessions provided to tenants.

Note 15 - Commitments and Contingencies

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Derivative Litigation ("State Derivative Case").

WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

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.

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Following the Nevada Supreme Court’s dismissal of the only appeal, the settlement agreement became effective and final.

Following the dismissal, the Company received net proceeds of $ 30.2 million, which has been recognized as a reduction of general and administrative expense within the Condensed Consolidated Statements of Operations for the three and six months ended June 30, 2020.

WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

In 2018, several actions filed in the United States District Court, District of Nevada were consolidated as In re Wynn Resorts, Ltd.

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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.

WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

Federal Investigation

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Note 16 - Retail Joint Venture

As of June 30, 2021 and December 31, 2020, the Retail Joint Venture had total assets of $ 101.2 million and $ 96.3 million, respectively, and total liabilities of $ 629.1 million and $ 633.5 million, respectively.

As of June 30, 2021 and December 31, 2020, the Retail Joint Venture's liabilities included long-term debt of $ 612.6 million and $ 612.3 million, respectively, net of debt issuance costs, related to the outstanding borrowings under the Retail Term Loan.

WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

As of September 30, 2021 and December 31, 2020, the Retail Joint Venture had total assets of $ 98.2 million and $ 96.3 million, respectively, and total liabilities of $ 626.6 million and $ 633.5 million, respectively.

As of September 30, 2021 and December 31, 2020, the Retail Joint Venture's liabilities included long-term debt of $ 612.8 million and $ 612.3 million, respectively, net of debt issuance costs, related to the outstanding borrowings under the Retail Term Loan.

Note 17 - Segment Information

9 unchanged sentences

The following tables present the Company's segment information (in thousands):

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

Three Months Ended

September 30, Nine Months Ended

September 30,

2021 2020 2021 2020

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

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

Three Months Ended

September 30, Nine Months Ended

September 30,

2021 2020 2021 2020

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Las Vegas Operations 183,416 20,258 344,719 ( 77,383 )

133,222 ( 75,564 ) 161,303 ( 97,641 )

Encore Boston Harbor 64,565 25,986 141,844 ( 40,429 )

46,916 ( 53,779 ) 77,279 ( 66,415 )

Corporate and other ( 103,593 ) — ( 187,961 ) —

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Also, our calculation of Adjusted Property EBITDA may be different from the calculation methods used by other companies and, therefore, comparability may be limited.

(3) For the three months ended June 30, 2020, excluded $ 56.4 million of expense accrued during the first quarter of 2020 related to the Company's commitment to pay salary, tips, and benefits continuation for all of its U.S.

employees for the period from April 1 through May 15, 2020.

(4) For the three months ended June 30, 2020, excluded $ 19.3 million of expense accrued during the first quarter of 2020 related to the Company's commitment to pay salary, tips, and benefits continuation for all of its U.S.

employees for the period from April 1 through May 15, 2020.

(5) For the three and six months ended June 30, 2020, included $ 27.7 million net gain recorded in relation to a derivative litigation settlement.

(3) For the nine months ended September 30, 2020, included $ 30.2 million net gain recorded in relation to a derivative litigation settlement.

WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

September 30,

2021 December 31,

9 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 1. Financial Statements