|
|
x
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
¨
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
|
N
EVADA
|
|
46-0484987
|
(State or other jurisdiction of
incorporation or organization)
|
|
(I.R.S. Employer
Identification No.)
|
|
|
Large accelerated filer
|
|
x
|
|
Accelerated filer
|
|
¨
|
Non-accelerated filer
|
|
¨
|
|
Smaller reporting company
|
|
¨
|
Class
|
|
Outstanding at July 31, 2014
|
Common stock, $0.01 par value
|
|
101,348,344
|
|
Part I.
|
Financial Information
|
|
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
|
|
Part II.
|
Other Information
|
|
|
June 30,
2014 |
|
December 31,
2013 |
||||
|
(unaudited)
|
|
|
||||
ASSETS
|
|||||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
3,035,111
|
|
|
$
|
2,435,041
|
|
Investment securities
|
242,148
|
|
|
174,399
|
|
||
Receivables, net
|
218,905
|
|
|
241,932
|
|
||
Inventories
|
70,132
|
|
|
74,739
|
|
||
Prepaid expenses and other
|
51,884
|
|
|
42,703
|
|
||
Total current assets
|
3,618,180
|
|
|
2,968,814
|
|
||
Property and equipment, net
|
5,215,723
|
|
|
4,934,449
|
|
||
Restricted cash
|
—
|
|
|
199,936
|
|
||
Investment securities
|
8,525
|
|
|
79,989
|
|
||
Intangible assets, net
|
29,576
|
|
|
30,767
|
|
||
Deferred financing costs, net
|
68,389
|
|
|
67,926
|
|
||
Deposits and other assets
|
126,855
|
|
|
91,001
|
|
||
Investment in unconsolidated affiliates
|
4,094
|
|
|
4,148
|
|
||
Total assets
|
$
|
9,071,342
|
|
|
$
|
8,377,030
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|||||||
Current liabilities:
|
|
|
|
||||
Accounts and construction payables
|
$
|
223,961
|
|
|
$
|
272,861
|
|
Current portion of long-term debt
|
1,050
|
|
|
1,050
|
|
||
Current portion of land concession obligation
|
30,084
|
|
|
29,341
|
|
||
Customer deposits
|
616,223
|
|
|
704,401
|
|
||
Gaming taxes payable
|
144,382
|
|
|
205,260
|
|
||
Accrued compensation and benefits
|
118,792
|
|
|
83,769
|
|
||
Accrued interest
|
89,350
|
|
|
101,442
|
|
||
Other accrued liabilities
|
57,288
|
|
|
53,375
|
|
||
Deferred income taxes, net
|
4,035
|
|
|
4,035
|
|
||
Total current liabilities
|
1,285,165
|
|
|
1,455,534
|
|
||
Long-term debt
|
7,310,134
|
|
|
6,586,518
|
|
||
Land concession obligation
|
31,608
|
|
|
46,819
|
|
||
Other long-term liabilities
|
117,621
|
|
|
141,465
|
|
||
Deferred income taxes, net
|
38,649
|
|
|
14,343
|
|
||
Total liabilities
|
8,783,177
|
|
|
8,244,679
|
|
||
Commitments and contingencies (Note 14)
|
|
|
|
||||
Stockholders’ equity:
|
|
|
|
||||
Preferred stock, par value $0.01; 40,000,000 shares authorized; zero shares issued and outstanding
|
—
|
|
|
—
|
|
||
Common stock, par value $0.01; 400,000,000 shares authorized; 114,335,360 and 114,170,493 shares issued; 101,348,244 and 101,192,408 shares outstanding, respectively
|
1,143
|
|
|
1,142
|
|
||
Treasury stock, at cost; 12,987,116 and 12,978,085 shares, respectively
|
(1,145,380
|
)
|
|
(1,143,419
|
)
|
||
Additional paid-in capital
|
918,612
|
|
|
888,727
|
|
||
Accumulated other comprehensive income
|
3,114
|
|
|
2,913
|
|
||
Retained earnings
|
243,921
|
|
|
66,130
|
|
||
Total Wynn Resorts, Limited stockholders’ equity (deficit)
|
21,410
|
|
|
(184,507
|
)
|
||
Noncontrolling interest
|
266,755
|
|
|
316,858
|
|
||
Total equity
|
288,165
|
|
|
132,351
|
|
||
Total liabilities and stockholders’ equity
|
$
|
9,071,342
|
|
|
$
|
8,377,030
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
Operating revenues:
|
|
|
|
|
|
|
|
||||||||
Casino
|
$
|
1,091,595
|
|
|
$
|
1,016,148
|
|
|
$
|
2,317,728
|
|
|
$
|
2,122,651
|
|
Rooms
|
141,355
|
|
|
129,373
|
|
|
277,831
|
|
|
249,853
|
|
||||
Food and beverage
|
174,308
|
|
|
169,555
|
|
|
316,145
|
|
|
309,256
|
|
||||
Entertainment, retail and other
|
98,635
|
|
|
103,046
|
|
|
205,495
|
|
|
204,594
|
|
||||
Gross revenues
|
1,505,893
|
|
|
1,418,122
|
|
|
3,117,199
|
|
|
2,886,354
|
|
||||
Less: promotional allowances
|
(93,830
|
)
|
|
(85,849
|
)
|
|
(191,523
|
)
|
|
(175,427
|
)
|
||||
Net revenues
|
1,412,063
|
|
|
1,332,273
|
|
|
2,925,676
|
|
|
2,710,927
|
|
||||
Operating costs and expenses:
|
|
|
|
|
|
|
|
||||||||
Casino
|
681,236
|
|
|
665,422
|
|
|
1,464,970
|
|
|
1,362,610
|
|
||||
Rooms
|
37,659
|
|
|
33,984
|
|
|
73,004
|
|
|
67,374
|
|
||||
Food and beverage
|
100,686
|
|
|
95,467
|
|
|
175,639
|
|
|
169,340
|
|
||||
Entertainment, retail and other
|
39,878
|
|
|
42,956
|
|
|
84,413
|
|
|
83,282
|
|
||||
General and administrative
|
128,520
|
|
|
132,381
|
|
|
239,797
|
|
|
227,290
|
|
||||
Benefit for doubtful accounts
|
(2,710
|
)
|
|
(11,225
|
)
|
|
(5,438
|
)
|
|
(4,221
|
)
|
||||
Pre-opening costs
|
5,001
|
|
|
434
|
|
|
8,074
|
|
|
886
|
|
||||
Depreciation and amortization
|
78,351
|
|
|
93,218
|
|
|
155,010
|
|
|
185,736
|
|
||||
Property charges and other
|
2,100
|
|
|
5,612
|
|
|
12,034
|
|
|
10,958
|
|
||||
Total operating costs and expenses
|
1,070,721
|
|
|
1,058,249
|
|
|
2,207,503
|
|
|
2,103,255
|
|
||||
Operating income
|
341,342
|
|
|
274,024
|
|
|
718,173
|
|
|
607,672
|
|
||||
Other income (expense):
|
|
|
|
|
|
|
|
||||||||
Interest income
|
5,505
|
|
|
4,158
|
|
|
10,258
|
|
|
8,380
|
|
||||
Interest expense, net of capitalized interest
|
(81,765
|
)
|
|
(73,764
|
)
|
|
(157,021
|
)
|
|
(149,141
|
)
|
||||
(Decrease) increase in swap fair value
|
(4,653
|
)
|
|
13,512
|
|
|
(3,811
|
)
|
|
16,656
|
|
||||
Loss on extinguishment of debt
|
(2,254
|
)
|
|
(26,578
|
)
|
|
(3,783
|
)
|
|
(26,578
|
)
|
||||
Equity in income from unconsolidated affiliates
|
298
|
|
|
391
|
|
|
606
|
|
|
591
|
|
||||
Other
|
693
|
|
|
2,097
|
|
|
396
|
|
|
3,262
|
|
||||
Other income (expense), net
|
(82,176
|
)
|
|
(80,184
|
)
|
|
(153,355
|
)
|
|
(146,830
|
)
|
||||
Income before income taxes
|
259,166
|
|
|
193,840
|
|
|
564,818
|
|
|
460,842
|
|
||||
(Provision) benefit for income taxes
|
(764
|
)
|
|
(1,124
|
)
|
|
(3,373
|
)
|
|
4,018
|
|
||||
Net income
|
258,402
|
|
|
192,716
|
|
|
561,445
|
|
|
464,860
|
|
||||
Less: net income attributable to noncontrolling interest
|
(54,496
|
)
|
|
(62,931
|
)
|
|
(130,643
|
)
|
|
(132,112
|
)
|
||||
Net income attributable to Wynn Resorts, Limited
|
$
|
203,906
|
|
|
$
|
129,785
|
|
|
$
|
430,802
|
|
|
$
|
332,748
|
|
Basic and diluted income per common share:
|
|
|
|
|
|
|
|
||||||||
Net income attributable to Wynn Resorts, Limited:
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
2.02
|
|
|
$
|
1.29
|
|
|
$
|
4.27
|
|
|
$
|
3.32
|
|
Diluted
|
$
|
2.00
|
|
|
$
|
1.28
|
|
|
$
|
4.22
|
|
|
$
|
3.28
|
|
Weighted average common shares outstanding:
|
|
|
|
|
|
|
|
||||||||
Basic
|
100,915
|
|
|
100,484
|
|
|
100,869
|
|
|
100,361
|
|
||||
Diluted
|
102,018
|
|
|
101,549
|
|
|
101,979
|
|
|
101,493
|
|
||||
Dividends declared per common share
|
$
|
1.25
|
|
|
$
|
1.00
|
|
|
$
|
2.50
|
|
|
$
|
2.00
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
Net income
|
$
|
258,402
|
|
|
$
|
192,716
|
|
|
$
|
561,445
|
|
|
$
|
464,860
|
|
Other comprehensive income:
|
|
|
|
|
|
|
|
||||||||
Foreign currency translation adjustments, net of tax
|
761
|
|
|
895
|
|
|
155
|
|
|
(1,786
|
)
|
||||
Unrealized gain (loss) on available-for-sale securities, net of tax
|
38
|
|
|
(345
|
)
|
|
99
|
|
|
(184
|
)
|
||||
Total comprehensive income
|
259,201
|
|
|
193,266
|
|
|
561,699
|
|
|
462,890
|
|
||||
Less: comprehensive income attributable to noncontrolling interest
|
(54,709
|
)
|
|
(63,185
|
)
|
|
(130,696
|
)
|
|
(131,641
|
)
|
||||
Comprehensive income attributable to Wynn Resorts, Limited
|
$
|
204,492
|
|
|
$
|
130,081
|
|
|
$
|
431,003
|
|
|
$
|
331,249
|
|
|
Common stock
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
|
Shares
outstanding
|
|
Par
value
|
|
Treasury
stock
|
|
Additional
paid-in
capital
|
|
Accumulated
other
comprehensive
income
|
|
Retained
earnings
|
|
Total Wynn Resorts, Ltd.
stockholders’
equity (deficit)
|
|
Noncontrolling
interest
|
|
Total
stockholders’
equity
|
|||||||||||||||||
Balances, January 1, 2014
|
101,192,408
|
|
|
$
|
1,142
|
|
|
$
|
(1,143,419
|
)
|
|
$
|
888,727
|
|
|
$
|
2,913
|
|
|
$
|
66,130
|
|
|
$
|
(184,507
|
)
|
|
$
|
316,858
|
|
|
$
|
132,351
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
430,802
|
|
|
430,802
|
|
|
130,643
|
|
|
561,445
|
|
||||||||
Currency translation adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
112
|
|
|
—
|
|
|
112
|
|
|
43
|
|
|
155
|
|
||||||||
Net unrealized gain on investments
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
89
|
|
|
—
|
|
|
89
|
|
|
10
|
|
|
99
|
|
||||||||
Exercise of stock options
|
121,533
|
|
|
1
|
|
|
—
|
|
|
6,223
|
|
|
—
|
|
|
—
|
|
|
6,224
|
|
|
163
|
|
|
6,387
|
|
||||||||
Cancellation of restricted stock
|
(9,166
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Shares repurchased by the Company and held as treasury shares
|
(9,031
|
)
|
|
—
|
|
|
(1,961
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,961
|
)
|
|
—
|
|
|
(1,961
|
)
|
||||||||
Issuance of restricted stock
|
52,500
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Cash dividends declared
|
—
|
|
|
—
|
|
|
—
|
|
|
59
|
|
|
—
|
|
|
(253,011
|
)
|
|
(252,952
|
)
|
|
(181,764
|
)
|
|
(434,716
|
)
|
||||||||
Excess tax benefits from stock-based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
6,476
|
|
|
—
|
|
|
—
|
|
|
6,476
|
|
|
—
|
|
|
6,476
|
|
||||||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
17,127
|
|
|
—
|
|
|
—
|
|
|
17,127
|
|
|
802
|
|
|
17,929
|
|
||||||||
Balances, June 30, 2014
|
101,348,244
|
|
|
$
|
1,143
|
|
|
$
|
(1,145,380
|
)
|
|
$
|
918,612
|
|
|
$
|
3,114
|
|
|
$
|
243,921
|
|
|
$
|
21,410
|
|
|
$
|
266,755
|
|
|
$
|
288,165
|
|
|
Six Months Ended June 30,
|
||||||
|
2014
|
|
2013
|
||||
Cash flows from operating activities:
|
|
|
|
||||
Net income
|
$
|
561,445
|
|
|
$
|
464,860
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
||||
Depreciation and amortization
|
155,010
|
|
|
185,736
|
|
||
Deferred income taxes
|
1,507
|
|
|
(5,758
|
)
|
||
Stock-based compensation expense
|
12,345
|
|
|
29,868
|
|
||
Excess tax benefits from stock-based compensation
|
(6,451
|
)
|
|
(9,891
|
)
|
||
Amortization and write-offs of deferred financing costs and other
|
11,809
|
|
|
8,106
|
|
||
Loss on extinguishment of debt
|
3,783
|
|
|
26,578
|
|
||
Benefit for doubtful accounts
|
(5,438
|
)
|
|
(4,221
|
)
|
||
Property charges and other
|
12,047
|
|
|
1,727
|
|
||
Equity in income of unconsolidated affiliates, net of distributions
|
54
|
|
|
165
|
|
||
Decrease (increase) in swap fair value
|
3,811
|
|
|
(16,656
|
)
|
||
Increase (decrease) in cash from changes in:
|
|
|
|
||||
Receivables, net
|
28,493
|
|
|
36,094
|
|
||
Inventories and prepaid expenses and other
|
(2,831
|
)
|
|
(9,001
|
)
|
||
Customer deposits
|
(89,132
|
)
|
|
199,834
|
|
||
Accounts payable and accrued expenses
|
(108,359
|
)
|
|
3,365
|
|
||
Net cash provided by operating activities
|
578,093
|
|
|
910,806
|
|
||
Cash flows from investing activities:
|
|
|
|
||||
Capital expenditures, net of construction payables and retention
|
(415,583
|
)
|
|
(189,722
|
)
|
||
Purchase of corporate debt securities
|
(92,539
|
)
|
|
(126,056
|
)
|
||
Proceeds from sale or maturity of corporate debt securities
|
93,951
|
|
|
77,728
|
|
||
Restricted cash
|
199,805
|
|
|
99,169
|
|
||
Deposits and purchase of other assets
|
(42,860
|
)
|
|
(6,509
|
)
|
||
Proceeds from sale of assets
|
3,038
|
|
|
20,284
|
|
||
Net cash used in investing activities
|
(254,188
|
)
|
|
(125,106
|
)
|
||
Cash flows from financing activities:
|
|
|
|
||||
Proceeds from exercise of stock options
|
6,387
|
|
|
15,137
|
|
||
Excess tax benefits from stock-based compensation
|
6,451
|
|
|
9,891
|
|
||
Dividends paid
|
(434,331
|
)
|
|
(438,248
|
)
|
||
Proceeds from issuance of long-term debt
|
756,229
|
|
|
500,000
|
|
||
Principal payments on long-term debt
|
(700
|
)
|
|
(275,405
|
)
|
||
Repurchase of common stock
|
(1,961
|
)
|
|
(13,862
|
)
|
||
Restricted cash
|
—
|
|
|
(243,038
|
)
|
||
Repurchase of first mortgage notes
|
(32,000
|
)
|
|
—
|
|
||
Payments on long-term land concession obligation
|
(14,485
|
)
|
|
(13,784
|
)
|
||
Payments for financing costs
|
(10,047
|
)
|
|
(24,372
|
)
|
||
Net cash provided by (used in) financing activities
|
275,543
|
|
|
(483,681
|
)
|
||
Effect of exchange rate on cash
|
622
|
|
|
991
|
|
||
Cash and cash equivalents:
|
|
|
|
||||
Increase in cash and cash equivalents
|
600,070
|
|
|
303,010
|
|
||
Balance, beginning of period
|
2,435,041
|
|
|
1,725,219
|
|
||
Balance, end of period
|
$
|
3,035,111
|
|
|
$
|
2,028,229
|
|
|
|
|
|
||||
Supplemental cash flow disclosures:
|
|
|
|
||||
Cash transactions:
|
|
|
|
||||
Cash paid for interest, net of amounts capitalized
|
$
|
162,518
|
|
|
$
|
163,998
|
|
Non-cash transactions:
|
|
|
|
||||
Stock-based compensation capitalized into construction
|
$
|
5,584
|
|
|
$
|
96
|
|
Change in property and equipment included in accounts and construction payables
|
$
|
24,878
|
|
|
$
|
24,833
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
2014
|
|
2013
|
|
2014
|
|
2013
|
|||||||||
Rooms
|
$
|
13,255
|
|
|
$
|
12,173
|
|
|
$
|
26,009
|
|
|
$
|
25,229
|
|
Food and beverage
|
28,904
|
|
|
25,829
|
|
|
59,946
|
|
|
53,593
|
|
||||
Entertainment, retail and other
|
3,040
|
|
|
3,086
|
|
|
6,836
|
|
|
6,644
|
|
||||
|
$
|
45,199
|
|
|
$
|
41,088
|
|
|
$
|
92,791
|
|
|
$
|
85,466
|
|
|
|
|
Fair Value Measurements Using:
|
|||||||||||
|
June 30,
2014 |
|
Quoted
Market Prices in Active Markets (Level 1) |
|
Other
Observable Inputs (Level 2) |
|
Unobservable
Inputs (Level 3) |
|||||||
Assets:
|
|
|
|
|
|
|
|
|||||||
Cash equivalents
|
$
|
1,706,677
|
|
|
$
|
185
|
|
|
$
|
1,706,492
|
|
|
—
|
|
Interest rate swaps
|
$
|
6,498
|
|
|
—
|
|
|
$
|
6,498
|
|
|
—
|
|
|
Available-for-sale securities
|
$
|
250,673
|
|
|
—
|
|
|
$
|
250,673
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|||||||
Liabilities:
|
|
|
|
|
|
|
|
|||||||
Redemption Note
|
$
|
1,936,443
|
|
|
—
|
|
|
$
|
1,936,443
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
|
Fair Value Measurements Using:
|
|||||||||||
|
December 31,
2013 |
|
Quoted
Market Prices in Active Markets (Level 1) |
|
Other
Observable Inputs (Level 2) |
|
Unobservable
Inputs (Level 3) |
|||||||
Assets:
|
|
|
|
|
|
|
|
|||||||
Cash equivalents
|
$
|
1,349,647
|
|
|
$
|
220,923
|
|
|
$
|
1,128,724
|
|
|
—
|
|
Interest rate swaps
|
$
|
10,308
|
|
|
—
|
|
|
$
|
10,308
|
|
|
—
|
|
|
Restricted cash
|
$
|
199,936
|
|
|
—
|
|
|
$
|
199,936
|
|
|
—
|
|
|
Available-for-sale securities
|
$
|
254,388
|
|
|
—
|
|
|
$
|
254,388
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|||||||
Liabilities:
|
|
|
|
|
|
|
|
|||||||
Redemption Note
|
$
|
1,936,443
|
|
|
—
|
|
|
$
|
1,936,443
|
|
|
—
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
Numerator:
|
|
|
|
|
|
|
|
||||||||
Net income attributable to Wynn Resorts, Ltd.
|
$
|
203,906
|
|
|
$
|
129,785
|
|
|
$
|
430,802
|
|
|
$
|
332,748
|
|
|
|
|
|
|
|
|
|
||||||||
Denominator:
|
|
|
|
|
|
|
|
||||||||
Weighted average common shares outstanding
|
100,915
|
|
|
100,484
|
|
|
100,869
|
|
|
100,361
|
|
||||
Potential dilutive effect of stock options and restricted stock
|
1,103
|
|
|
1,065
|
|
|
1,110
|
|
|
1,132
|
|
||||
Weighted average common and common equivalent shares outstanding
|
102,018
|
|
|
101,549
|
|
|
101,979
|
|
|
101,493
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Net income attributable to Wynn Resorts, Ltd. per common share, basic
|
$
|
2.02
|
|
|
$
|
1.29
|
|
|
$
|
4.27
|
|
|
$
|
3.32
|
|
Net income attributable to Wynn Resorts, Ltd. per common share, diluted
|
$
|
2.00
|
|
|
$
|
1.28
|
|
|
$
|
4.22
|
|
|
$
|
3.28
|
|
|
|
|
|
|
|
|
|
||||||||
Anti-dilutive stock options excluded from the calculation of diluted earnings per share
|
26
|
|
|
603
|
|
|
26
|
|
|
603
|
|
|
Foreign
currency
translation
|
|
Unrealized
gain on
securities
|
|
Accumulated
other
comprehensive
income
|
||||||
December 31, 2013
|
$
|
2,874
|
|
|
$
|
39
|
|
|
$
|
2,913
|
|
Current period other comprehensive gain
|
445
|
|
|
85
|
|
|
530
|
|
|||
Amounts reclassified from accumulated other comprehensive income
|
(333
|
)
|
|
4
|
|
|
(329
|
)
|
|||
Net current period other comprehensive gain
|
112
|
|
|
89
|
|
|
201
|
|
|||
June 30, 2014
|
$
|
2,986
|
|
|
$
|
128
|
|
|
$
|
3,114
|
|
|
June 30, 2014
|
|
December 31, 2013
|
||||||||||||||||||||||||||||
|
Amortized
cost
|
|
Gross
unrealized
gains
|
|
Gross
unrealized
losses
|
|
Fair value
(net
carrying
amount)
|
|
Amortized
cost |
|
Gross
unrealized gains |
|
Gross
unrealized losses |
|
Fair value
(net carrying amount) |
||||||||||||||||
Domestic and foreign corporate bonds
|
$
|
191,369
|
|
|
$
|
157
|
|
|
$
|
(38
|
)
|
|
$
|
191,488
|
|
|
$
|
221,418
|
|
|
$
|
140
|
|
|
$
|
(124
|
)
|
|
$
|
221,434
|
|
Commercial paper
|
59,175
|
|
|
19
|
|
|
(9
|
)
|
|
59,185
|
|
|
32,941
|
|
|
16
|
|
|
(3
|
)
|
|
32,954
|
|
||||||||
|
$
|
250,544
|
|
|
$
|
176
|
|
|
$
|
(47
|
)
|
|
$
|
250,673
|
|
|
$
|
254,359
|
|
|
$
|
156
|
|
|
$
|
(127
|
)
|
|
$
|
254,388
|
|
|
Fair value
|
||
Due in one year or less
|
$
|
242,148
|
|
Due after one year through two years
|
8,525
|
|
|
|
$
|
250,673
|
|
|
June 30,
2014 |
|
December 31,
2013 |
||||
Casino
|
$
|
215,950
|
|
|
$
|
252,998
|
|
Hotel
|
16,690
|
|
|
15,386
|
|
||
Retail leases and other
|
47,555
|
|
|
47,539
|
|
||
|
280,195
|
|
|
315,923
|
|
||
Less: allowance for doubtful accounts
|
(61,290
|
)
|
|
(73,991
|
)
|
||
|
$
|
218,905
|
|
|
$
|
241,932
|
|
|
June 30,
2014 |
|
December 31,
2013 |
||||
Land and improvements
|
$
|
733,495
|
|
|
$
|
733,233
|
|
Buildings and improvements
|
3,876,350
|
|
|
3,883,442
|
|
||
Airplanes
|
135,040
|
|
|
135,040
|
|
||
Furniture, fixtures and equipment
|
1,715,607
|
|
|
1,686,522
|
|
||
Leasehold interests in land
|
316,654
|
|
|
316,550
|
|
||
Construction in progress
|
946,018
|
|
|
558,624
|
|
||
|
7,723,164
|
|
|
7,313,411
|
|
||
Less: accumulated depreciation
|
(2,507,441
|
)
|
|
(2,378,962
|
)
|
||
|
$
|
5,215,723
|
|
|
$
|
4,934,449
|
|
|
June 30,
2014 |
|
December 31,
2013 |
||||
Wynn Macau Senior Term Loan, due July 31, 2017 and July 31, 2018; interest at LIBOR or HIBOR plus 1.75%—2.50%, net of original issue discount of $4,366 at June 30, 2014 and $4,900 at December 31, 2013
|
$
|
948,801
|
|
|
$
|
948,028
|
|
5 1/4% Wynn Macau, Limited Senior Notes, due October 15, 2021, including original issue premium of $5,453 at June 30, 2014 and none at December 31, 2013
|
1,355,453
|
|
|
600,000
|
|
||
7 7/8% Wynn Las Vegas First Mortgage Notes, due May 1, 2020, net of original issue discount of $1,373 at June 30, 2014 and $1,463 at December 31, 2013
|
345,637
|
|
|
350,547
|
|
||
7 3/4% Wynn Las Vegas First Mortgage Notes, due August 15, 2020
|
1,293,000
|
|
|
1,320,000
|
|
||
5 3/8% Wynn Las Vegas First Mortgage Notes, due March 15, 2022
|
900,000
|
|
|
900,000
|
|
||
4 1/4% Wynn Las Vegas Senior Notes, due May 30, 2023
|
500,000
|
|
|
500,000
|
|
||
Redemption Price Promissory Note with former stockholder and related party, due February 18, 2022; interest at 2%
|
1,936,443
|
|
|
1,936,443
|
|
||
$42 million Note Payable, due April 1, 2017; interest at LIBOR plus 1.25%
|
31,850
|
|
|
32,550
|
|
||
|
7,311,184
|
|
|
6,587,568
|
|
||
Less: current portion of long-term debt
|
(1,050
|
)
|
|
(1,050
|
)
|
||
|
$
|
7,310,134
|
|
|
$
|
6,586,518
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
Casino
|
$
|
1,396
|
|
|
$
|
1,923
|
|
|
$
|
2,652
|
|
|
$
|
3,736
|
|
Rooms
|
—
|
|
|
218
|
|
|
—
|
|
|
438
|
|
||||
Food and beverage
|
27
|
|
|
292
|
|
|
53
|
|
|
591
|
|
||||
Entertainment, retail and other
|
—
|
|
|
109
|
|
|
—
|
|
|
226
|
|
||||
General and administrative
|
7,001
|
|
|
26,204
|
|
|
9,640
|
|
|
24,877
|
|
||||
Total stock-based compensation expense
|
8,424
|
|
|
28,746
|
|
|
12,345
|
|
|
29,868
|
|
||||
Total stock-based compensation capitalized
|
49
|
|
|
48
|
|
|
5,584
|
|
|
96
|
|
||||
Total stock-based compensation costs
|
$
|
8,473
|
|
|
$
|
28,794
|
|
|
$
|
17,929
|
|
|
$
|
29,964
|
|
|
June 30,
2014 |
|
December 31,
2013 |
||||
Assets
|
|
|
|
||||
Macau Operations
|
$
|
4,341,385
|
|
|
$
|
3,918,163
|
|
Las Vegas Operations
|
3,571,338
|
|
|
3,576,648
|
|
||
Corporate and other
|
1,158,619
|
|
|
882,219
|
|
||
|
$
|
9,071,342
|
|
|
$
|
8,377,030
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
Net revenues
|
|
|
|
|
|
|
|
||||||||
Macau Operations
|
$
|
960,635
|
|
|
$
|
930,891
|
|
|
$
|
2,093,333
|
|
|
$
|
1,922,956
|
|
Las Vegas Operations
|
451,428
|
|
|
401,382
|
|
|
832,343
|
|
|
787,971
|
|
||||
Total
|
$
|
1,412,063
|
|
|
$
|
1,332,273
|
|
|
$
|
2,925,676
|
|
|
$
|
2,710,927
|
|
Adjusted Property EBITDA (1)
|
|
|
|
|
|
|
|
||||||||
Macau Operations
|
$
|
307,001
|
|
|
$
|
290,088
|
|
|
$
|
691,329
|
|
|
$
|
620,799
|
|
Las Vegas Operations
|
160,424
|
|
|
135,657
|
|
|
270,712
|
|
|
256,014
|
|
||||
Total
|
467,425
|
|
|
425,745
|
|
|
962,041
|
|
|
876,813
|
|
||||
Other operating costs and expenses
|
|
|
|
|
|
|
|
||||||||
Pre-opening costs
|
5,001
|
|
|
434
|
|
|
8,074
|
|
|
886
|
|
||||
Depreciation and amortization
|
78,351
|
|
|
93,218
|
|
|
155,010
|
|
|
185,736
|
|
||||
Property charges and other
|
2,100
|
|
|
5,612
|
|
|
12,034
|
|
|
10,958
|
|
||||
Corporate expenses and other
|
31,909
|
|
|
23,320
|
|
|
55,799
|
|
|
41,102
|
|
||||
Stock-based compensation
|
8,424
|
|
|
28,746
|
|
|
12,345
|
|
|
29,868
|
|
||||
Equity in income from unconsolidated affiliates
|
298
|
|
|
391
|
|
|
606
|
|
|
591
|
|
||||
Total
|
126,083
|
|
|
151,721
|
|
|
243,868
|
|
|
269,141
|
|
||||
Operating income
|
341,342
|
|
|
274,024
|
|
|
718,173
|
|
|
607,672
|
|
||||
Non-operating income and expenses
|
|
|
|
|
|
|
|
||||||||
Interest income
|
5,505
|
|
|
4,158
|
|
|
10,258
|
|
|
8,380
|
|
||||
Interest expense, net of capitalized interest
|
(81,765
|
)
|
|
(73,764
|
)
|
|
(157,021
|
)
|
|
(149,141
|
)
|
||||
(Decrease) increase in swap fair value
|
(4,653
|
)
|
|
13,512
|
|
|
(3,811
|
)
|
|
16,656
|
|
||||
Loss on extinguishment of debt
|
(2,254
|
)
|
|
(26,578
|
)
|
|
(3,783
|
)
|
|
(26,578
|
)
|
||||
Equity in income from unconsolidated affiliates
|
298
|
|
|
391
|
|
|
606
|
|
|
591
|
|
||||
Other
|
693
|
|
|
2,097
|
|
|
396
|
|
|
3,262
|
|
||||
Total
|
(82,176
|
)
|
|
(80,184
|
)
|
|
(153,355
|
)
|
|
(146,830
|
)
|
||||
Income before income taxes
|
259,166
|
|
|
193,840
|
|
|
564,818
|
|
|
460,842
|
|
||||
(Provision) benefit for income taxes
|
(764
|
)
|
|
(1,124
|
)
|
|
(3,373
|
)
|
|
4,018
|
|
||||
Net income
|
$
|
258,402
|
|
|
$
|
192,716
|
|
|
$
|
561,445
|
|
|
$
|
464,860
|
|
(1)
|
“Adjusted Property EBITDA” is earnings before interest, taxes, depreciation, amortization, pre-opening costs, property charges and other, corporate expenses, intercompany golf course and water rights leases, stock-based compensation, and other non-operating income and expenses and includes equity in income from unconsolidated affiliates. Adjusted Property EBITDA is presented exclusively as a supplemental disclosure because management believes that it is widely used to measure the performance, and as a basis for valuation, of gaming companies. Management uses Adjusted Property EBITDA as a measure of the operating performance of its segments and to compare the operating performance of its properties with those of its competitors. The Company also presents Adjusted Property EBITDA because it is used by some investors as a way to measure a company’s ability to incur and service debt, make capital expenditures and meet working capital requirements. Gaming companies have historically reported EBITDA as a supplement to financial measures in accordance with U.S. generally accepted accounting principles (“GAAP”). In order to view the operations of their casinos on a more stand-alone basis, gaming companies, including Wynn Resorts, Limited, have historically excluded from their EBITDA calculations pre-opening expenses, property charges, corporate expenses and stock-based compensation that do not relate to the management of specific casino properties. However, Adjusted Property EBITDA should not be considered as an alternative to operating income as an indicator of the Company’s performance, as an alternative to cash flows from operating activities as a measure of liquidity, or as an alternative to any other measure determined in accordance with GAAP. Unlike net income, Adjusted Property EBITDA does not include depreciation or interest expense and therefore does
|
•
|
Approximately
280,000
square feet of casino space, offering 24-hour gaming and a full range of games, including private gaming salons, sky casinos and a poker pit;
|
•
|
Two luxury hotel towers with a total of
1,008
spacious guest rooms and suites;
|
•
|
Casual and fine dining in
eight
restaurants;
|
•
|
Approximately
57,000
square feet of high-end, brand-name retail shopping, including stores and boutiques by Bvlgari, Cartier, Chanel, Dior, Dunhill, Ferrari, Giorgio Armani, Graff, Gucci, Hermes, Hugo Boss, Jaegar-LeCoultre, Loro Piana, Louis Vuitton, Miu Miu, Piaget, Prada, Roger Dubuis, Rolex, Tiffany, Vacheron Constantin, Van Cleef & Arpels, Versace, Vertu, Ermenegildo Zegna and others;
|
•
|
Recreation and leisure facilities, including two health clubs, spas, a salon and a pool; and
|
•
|
Approximately
31,000
square feet of space for lounges and meeting facilities.
|
•
|
Approximately
186,000
square feet of casino space, offering 24-hour gaming and a full range of games, including private gaming salons, a sky casino, a poker room, and a race and sports book;
|
•
|
Two luxury hotel towers with a total of
4,748
spacious guest rooms, suites and villas;
|
•
|
34
food and beverage outlets featuring signature chefs;
|
•
|
A Ferrari and Maserati automobile dealership;
|
•
|
Approximately
284,000
square feet of meeting and convention space;
|
•
|
Approximately
99,000
square feet of high-end, brand-name retail shopping, including stores and boutiques by Alexander McQueen, Brioni, Cartier, Chanel, Chloé, Chopard, Dior, Givenchy, Graff, Hermes, IWC Schaffhausen, Jaeger-LeCoultre, Loro Piana, Louis Vuitton, Manolo Blahnik, Nicholas Kirkwood, Oscar de la Renta, Piaget, Rolex, Vertu and others;
|
•
|
Recreation and leisure facilities, including an 18-hole golf course, swimming pools, private cabanas and two full service spas and salons;
|
•
|
Two showrooms; and
|
•
|
Three nightclubs and a beach club.
|
•
|
Table games win is the amount of drop or turnover that is retained and recorded as casino revenue.
|
•
|
Drop is the amount of cash and net markers issued that are deposited in a gaming table’s drop box.
|
•
|
Turnover is the sum of all losing rolling chip wagers within our Wynn Macau Operations’ VIP program.
|
•
|
Rolling chips are identifiable chips that are used to track turnover for purposes of calculating incentives.
|
•
|
Slot win is the amount of handle (representing the total amount wagered) that is retained by us and is recorded as casino revenue.
|
•
|
Average daily rate (“ADR”) is calculated by dividing total room revenue including the retail value of promotional allowances (less service charges, if any) by total rooms occupied including complimentary rooms.
|
•
|
Revenue per available room (“REVPAR”) is calculated by dividing total room revenue including the retail value of promotional allowances (less service charges, if any) by total rooms available.
|
•
|
Occupancy is calculated by dividing total occupied rooms, including complimentary rooms, by the total rooms available.
|
|
Three Months Ended June 30,
|
|
|
|
Six Months Ended June 30,
|
|
|
||||||||||||
(in thousands, except per share data)
|
2014
|
|
2013
|
|
Percent Change
|
|
2014
|
|
2013
|
|
Percent Change
|
||||||||
Net revenues
|
$
|
1,412,063
|
|
|
$
|
1,332,273
|
|
|
6.0
|
|
$
|
2,925,676
|
|
|
$
|
2,710,927
|
|
|
7.9
|
Net income attributable to Wynn Resorts, Limited
|
$
|
203,906
|
|
|
$
|
129,785
|
|
|
57.1
|
|
$
|
430,802
|
|
|
$
|
332,748
|
|
|
29.5
|
Diluted net income per share
|
$
|
2.00
|
|
|
$
|
1.28
|
|
|
56.3
|
|
$
|
4.22
|
|
|
$
|
3.28
|
|
|
28.7
|
Adjusted Property EBITDA
|
$
|
467,425
|
|
|
$
|
425,745
|
|
|
9.8
|
|
$
|
962,041
|
|
|
$
|
876,813
|
|
|
9.7
|
|
Three Months Ended June 30,
|
|
|
||||||
|
2014
|
|
2013
|
|
Percent
Change
|
||||
Net revenues
|
|
|
|
|
|
||||
Macau Operations
|
$
|
960,635
|
|
|
$
|
930,891
|
|
|
3.2
|
Las Vegas Operations
|
451,428
|
|
|
401,382
|
|
|
12.5
|
||
|
$
|
1,412,063
|
|
|
$
|
1,332,273
|
|
|
6.0
|
|
Three Months Ended June 30,
|
|
|
||||||
|
2014
|
|
2013
|
|
Percent
Change
|
||||
Net revenues
|
|
|
|
|
|
||||
Casino revenues
|
$
|
1,091,595
|
|
|
$
|
1,016,148
|
|
|
7.4
|
Non-casino revenues
|
320,468
|
|
|
316,125
|
|
|
1.4
|
||
|
$
|
1,412,063
|
|
|
$
|
1,332,273
|
|
|
6.0
|
|
Three Months Ended June 30,
|
|
|
|
|
|||||||||
|
2014
|
|
2013
|
|
Increase/
(Decrease)
|
|
Percent
Change
|
|||||||
Macau Operations:
|
|
|
|
|
|
|
|
|||||||
Total casino revenues
|
$
|
909,061
|
|
|
$
|
873,514
|
|
|
$
|
35,547
|
|
|
4.1
|
|
Average number of table games
|
455
|
|
|
489
|
|
|
(34
|
)
|
|
(7.0
|
)
|
|||
VIP Casino
|
|
|
|
|
|
|
|
|||||||
VIP turnover
|
$
|
26,361,791
|
|
|
$
|
29,869,181
|
|
|
$
|
(3,507,390
|
)
|
|
(11.7
|
)
|
VIP win as a % of turnover
|
2.93
|
%
|
|
2.94
|
%
|
|
(0.01
|
)
|
|
|
|
|||
General Casino
|
|
|
|
|
|
|
|
|||||||
Drop (1)
|
$
|
682,330
|
|
|
$
|
626,581
|
|
|
$
|
55,749
|
|
|
8.9
|
|
Table games win
|
$
|
311,049
|
|
|
$
|
217,049
|
|
|
$
|
94,000
|
|
|
43.3
|
|
Table games win % (1)
|
45.6
|
%
|
|
34.6
|
%
|
|
11.0
|
|
|
|
|
|||
Table games win per unit per day
|
$
|
17,852
|
|
|
$
|
11,671
|
|
|
$
|
6,181
|
|
|
53.0
|
|
|
|
|
|
|
|
|
|
|||||||
Average number of slot machines
|
624
|
|
|
869
|
|
|
(245
|
)
|
|
(28.2
|
)
|
|||
Slot machine handle
|
$
|
1,457,653
|
|
|
$
|
1,171,288
|
|
|
$
|
286,365
|
|
|
24.4
|
|
Slot machine win
|
$
|
65,982
|
|
|
$
|
57,808
|
|
|
$
|
8,174
|
|
|
14.1
|
|
Slot machine win per unit per day
|
$
|
1,163
|
|
|
$
|
731
|
|
|
$
|
432
|
|
|
59.1
|
|
|
|
|
|
|
|
|
|
|||||||
Las Vegas Operations:
|
|
|
|
|
|
|
|
|||||||
Total casino revenues
|
$
|
182,534
|
|
|
$
|
142,634
|
|
|
$
|
39,900
|
|
|
28.0
|
|
Average number of table games
|
233
|
|
|
233
|
|
|
—
|
|
|
—
|
|
|||
Drop
|
$
|
629,047
|
|
|
$
|
548,021
|
|
|
$
|
81,026
|
|
|
14.8
|
|
Table games win
|
$
|
172,054
|
|
|
$
|
117,782
|
|
|
$
|
54,272
|
|
|
46.1
|
|
Table games win %
|
27.4
|
%
|
|
21.5
|
%
|
|
5.9
|
|
|
|
|
|||
Table games win per unit per day
|
$
|
8,130
|
|
|
$
|
5,548
|
|
|
$
|
2,582
|
|
|
46.5
|
|
|
|
|
|
|
|
|
|
|||||||
Average number of slot machines
|
1,837
|
|
|
2,126
|
|
|
(289
|
)
|
|
(13.6
|
)
|
|||
Slot machine handle
|
$
|
706,870
|
|
|
$
|
712,603
|
|
|
$
|
(5,733
|
)
|
|
(0.8
|
)
|
Slot machine win
|
$
|
46,131
|
|
|
$
|
44,689
|
|
|
$
|
1,442
|
|
|
3.2
|
|
Slot machine win per unit per day
|
$
|
276
|
|
|
$
|
231
|
|
|
$
|
45
|
|
|
19.5
|
|
(1)
|
Customers purchase general casino gaming chips at either the gaming tables or the casino cage. Chips purchased at the casino cage are excluded from table games drop and will increase the expected win percentage. With the increased purchases at the casino cage in our Macau general casino, we believe the relevant indicator of volumes in the general casino should be table games win.
|
|
Three Months Ended June 30,
|
|
|
||||||
|
2014
|
|
2013
|
|
Percent Change (a)
|
||||
Macau Operations:
|
|
|
|
|
|
||||
Total room revenues (in thousands)
|
$
|
33,444
|
|
|
$
|
28,791
|
|
|
16.2
|
Occupancy
|
98.4
|
%
|
|
95.5
|
%
|
|
2.9
|
||
ADR
|
$
|
334
|
|
|
$
|
314
|
|
|
6.4
|
REVPAR
|
$
|
329
|
|
|
$
|
300
|
|
|
9.7
|
|
|
|
|
|
|
||||
Las Vegas Operations:
|
|
|
|
|
|
||||
Total room revenues (in thousands)
|
$
|
107,911
|
|
|
$
|
100,582
|
|
|
7.3
|
Occupancy
|
88.4
|
%
|
|
86.9
|
%
|
|
1.5
|
||
ADR
|
$
|
283
|
|
|
$
|
268
|
|
|
5.6
|
REVPAR
|
$
|
251
|
|
|
$
|
233
|
|
|
7.7
|
|
Six Months Ended June 30,
|
|
|
||||||
|
2014
|
|
2013
|
|
Percent
Change
|
||||
Net revenues
|
|
|
|
|
|
||||
Macau Operations
|
$
|
2,093,333
|
|
|
$
|
1,922,956
|
|
|
8.9
|
Las Vegas Operations
|
832,343
|
|
|
787,971
|
|
|
5.6
|
||
|
$
|
2,925,676
|
|
|
$
|
2,710,927
|
|
|
7.9
|
|
Six Months Ended June 30,
|
|
|
|
|
|||||||||
|
2014
|
|
2013
|
|
Increase/
(Decrease)
|
|
Percent
Change
|
|||||||
Macau Operations:
|
|
|
|
|
|
|
|
|||||||
Total casino revenues
|
$
|
1,979,915
|
|
|
$
|
1,803,766
|
|
|
$
|
176,149
|
|
|
9.8
|
|
Average number of table games
|
473
|
|
|
492
|
|
|
(19
|
)
|
|
(3.9
|
)
|
|||
VIP Casino
|
|
|
|
|
|
|
|
|||||||
VIP turnover
|
$
|
62,359,507
|
|
|
$
|
58,283,299
|
|
|
$
|
4,076,208
|
|
|
7.0
|
|
VIP win as a % of turnover
|
2.85
|
%
|
|
3.04
|
%
|
|
(0.19
|
)
|
|
|
||||
General Casino
|
|
|
|
|
|
|
|
|||||||
Drop (1)
|
$
|
1,374,789
|
|
|
$
|
1,311,391
|
|
|
$
|
63,398
|
|
|
4.8
|
|
Table games win
|
$
|
611,758
|
|
|
$
|
460,172
|
|
|
$
|
151,586
|
|
|
32.9
|
|
Table games win % (1)
|
44.5
|
%
|
|
35.1
|
%
|
|
9.4
|
|
|
|
||||
Table games win per unit per day
|
$
|
16,722
|
|
|
$
|
12,422
|
|
|
$
|
4,300
|
|
|
34.6
|
|
|
|
|
|
|
|
|
|
|||||||
Average number of slot machines
|
732
|
|
|
856
|
|
|
(124
|
)
|
|
(14.5
|
)
|
|||
Slot machine handle
|
$
|
2,856,543
|
|
|
$
|
2,287,391
|
|
|
$
|
569,152
|
|
|
24.9
|
|
Slot machine win
|
$
|
135,420
|
|
|
$
|
119,197
|
|
|
$
|
16,223
|
|
|
13.6
|
|
Slot machine win per unit per day
|
$
|
1,022
|
|
|
$
|
769
|
|
|
$
|
253
|
|
|
32.9
|
|
|
|
|
|
|
|
|
|
|||||||
Las Vegas Operations:
|
|
|
|
|
|
|
|
|||||||
Total casino revenues
|
$
|
337,813
|
|
|
$
|
318,885
|
|
|
$
|
18,928
|
|
|
5.9
|
|
Average number of table games
|
232
|
|
|
233
|
|
|
(1
|
)
|
|
(0.4
|
)
|
|||
Drop
|
$
|
1,276,483
|
|
|
$
|
1,216,940
|
|
|
$
|
59,543
|
|
|
4.9
|
|
Table games win
|
$
|
305,788
|
|
|
$
|
296,572
|
|
|
$
|
9,216
|
|
|
3.1
|
|
Table games win %
|
24.0
|
%
|
|
24.4
|
%
|
|
(0.4
|
)
|
|
|
||||
Table games win per unit per day
|
$
|
7,281
|
|
|
$
|
7,025
|
|
|
$
|
256
|
|
|
3.6
|
|
|
|
|
|
|
|
|
|
|||||||
Average number of slot machines
|
1,851
|
|
|
2,157
|
|
|
(306
|
)
|
|
(14.2
|
)
|
|||
Slot machine handle
|
$
|
1,450,668
|
|
|
$
|
1,409,198
|
|
|
$
|
41,470
|
|
|
2.9
|
|
Slot machine win
|
$
|
91,632
|
|
|
$
|
86,973
|
|
|
$
|
4,659
|
|
|
5.4
|
|
Slot machine win per unit per day
|
$
|
274
|
|
|
$
|
223
|
|
|
$
|
51
|
|
|
22.9
|
|
(1)
|
Customers purchase general casino gaming chips at either the gaming tables or the casino cage. Chips purchased at the casino cage are excluded from table games drop and will increase the expected win percentage. With the increased purchases at the casino cage in our Macau general casino, we believe the relevant indicator of volumes in the general casino should be table games win.
|
|
Six Months Ended June 30,
|
|
|
||||||
|
2014
|
|
2013
|
|
Percent Change (a)
|
||||
Macau Operations:
|
|
|
|
|
|
||||
Total room revenues (in thousands)
|
$
|
66,847
|
|
|
$
|
57,726
|
|
|
15.8
|
Occupancy
|
98.3
|
%
|
|
94.7
|
%
|
|
3.6
|
||
ADR
|
$
|
336
|
|
|
$
|
315
|
|
|
6.7
|
REVPAR
|
$
|
330
|
|
|
$
|
298
|
|
|
10.7
|
|
|
|
|
|
|
||||
Las Vegas Operations:
|
|
|
|
|
|
||||
Total room revenues (in thousands)
|
$
|
210,983
|
|
|
$
|
192,127
|
|
|
9.8
|
Occupancy
|
88.1
|
%
|
|
84.9
|
%
|
|
3.2
|
||
ADR
|
$
|
279
|
|
|
$
|
263
|
|
|
6.1
|
REVPAR
|
$
|
246
|
|
|
$
|
224
|
|
|
9.8
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
Macau Operations
|
$
|
307,001
|
|
|
$
|
290,088
|
|
|
$
|
691,329
|
|
|
$
|
620,799
|
|
Las Vegas Operations
|
160,424
|
|
|
135,657
|
|
|
270,712
|
|
|
256,014
|
|
||||
|
$
|
467,425
|
|
|
$
|
425,745
|
|
|
$
|
962,041
|
|
|
$
|
876,813
|
|
•
|
our dependence on Stephen A. Wynn and existing management;
|
•
|
regulatory or enforcement actions and probity investigations;
|
•
|
potential violations of law by Mr. Kazuo Okada, a former shareholder of ours;
|
•
|
changes in the valuation of the promissory note we issued in connection with the redemption of Mr. Okada’s shares;
|
•
|
any violations by us of the Foreign Corrupt Practices Act or federal anti-money laundering laws;
|
•
|
pending or future legal proceedings;
|
•
|
decreases in levels of travel, leisure and consumer spending;
|
•
|
fluctuations in occupancy rates and average daily room rates;
|
•
|
competition in the casino/hotel and resort industries and actions taken by our competitors;
|
•
|
uncertainties over the development and success of new gaming and resort properties;
|
•
|
new development and construction activities of competitors;
|
•
|
our dependence on a limited number of resorts and locations for all of our cash flow;
|
•
|
adverse tourism and trends reflecting current domestic and international economic conditions;
|
•
|
general global macroeconomic conditions;
|
•
|
doing business in foreign locations such as Macau;
|
•
|
changes in gaming laws or regulations (including stricter smoking regulations in Macau);
|
•
|
legalization of gaming in certain jurisdictions;
|
•
|
the effect of environmental regulation on management and construction of projects;
|
•
|
our current and future insurance coverage levels;
|
•
|
our subsidiaries’ ability to pay us dividends and distributions;
|
•
|
our ability to protect our intellectual property rights;
|
•
|
our relationships with Macau games promoters;
|
•
|
our ability to maintain our customer relationships and collect and enforce gaming debts;
|
•
|
the maintenance of our concession from the Macau government;
|
•
|
changes in exchange rates;
|
•
|
cybersecurity risk including misappropriation of customer information or other breaches of information security;
|
•
|
changes in U.S. laws regarding healthcare;
|
•
|
changes in federal, foreign, or state tax laws or the administration of such laws;
|
•
|
approvals under applicable jurisdictional laws and regulations (including gaming laws and regulations);
|
•
|
volatility and weakness in worldwide credit and financial markets and from governmental intervention in the financial markets;
|
•
|
conditions precedent to funding under our credit facilities;
|
•
|
continued compliance with all provisions in our credit agreements;
|
•
|
leverage and debt service (including sensitivity to fluctuations in interest rates);
|
•
|
restrictions or conditions on visitation by citizens of mainland China to Macau;
|
•
|
the impact that an outbreak of an infectious disease or the impact of extreme weather patterns or a natural disaster may have on the travel and leisure industry; and
|
•
|
the consequences of military conflicts and any future security alerts and/or terrorist attacks.
|
(a)
|
Exhibits
|
Exhibit
No.
|
|
Description
|
3.1
|
|
Second Amended and Restated Articles of Incorporation of the Registrant. (1)
|
*3.2
|
|
Seventh Amended and Restated Bylaws of the Registrant, as amended.
|
*10.1
|
|
Third Amendment to Employment Agreement, dated as of May 5, 2014 by and between Wynn Resorts, Limited and Kim Sinatra.
|
*10.2
|
|
Employment Agreement, dated as of November 7, 2013 by and between Wynn Resorts, Limited and Stephen Cootey.
|
*10.3
|
|
First Amendment to Employment Agreement, dated as of January 6, 2014 by and between Wynn Resorts, Limited and Stephen Cootey.
|
10.4
|
|
2014 Omnibus Incentive Plan effective May 16, 2014 (2)
|
*31.1
|
|
Certification of Chief Executive Officer of Periodic Report Pursuant to Rule 13a – 14(a) and
Rule 15d – 14(a).
|
*31.2
|
|
Certification of Chief Financial Officer of Periodic Report Pursuant to Rule 13a – 14(a) and
Rule 15d – 14(a).
|
*32
|
|
Certification of CEO and CFO Pursuant to 18 U.S.C. Section 1350.
|
*101
|
|
The following financial information from the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2014, filed with the SEC on August 8, 2014 formatted in Extensible Business Reporting Language (XBRL): (i) the Condensed Consolidated Balance Sheets at June 30, 2014 and December 31, 2013, (ii) the Condensed Consolidated Statements of Income for the three and six months ended June 30, 2014 and 2013, (iii) the Condensed Consolidated Statements of Comprehensive Income for the three and six months ended June 30, 2014 and 2013, (iv) the Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2014 and 2013, (v) the Condensed Consolidated Statement of Stockholders’ Equity at June 30, 2014 and (vi) Notes to Condensed Consolidated Financial Statements.
|
|
|
*
|
Filed herewith.
|
(1)
|
Previously filed with Amendment No. 4 to the Form S-1 filed by the Registrant on October 7, 2002 (File No. 333-90600) and incorporated herein by reference.
|
(2)
|
Previously filed with Form S-8 Registration Statement filed by the Registrant on May 20, 2014 (File No. 333-196113) and incorporated herein by reference.
|
|
|
|
|
WYNN RESORTS, LIMITED
|
|
|
|
||
Dated: August 8, 2014
|
|
By:
|
|
/s/ Stephen Cootey
|
|
|
Stephen Cootey
|
||
|
|
Chief Financial Officer and Treasurer
|
||
|
|
(Principal Financial and Accounting Officer)
|
|
|
Page
|
||
Article I
|
OFFICES
|
1
|
|
|
1.1
|
|
Principal Office
|
1
|
|
1.2
|
|
Other Offices
|
1
|
|
|
|
|
||
Article II
|
STOCKHOLDERS
|
1
|
|
|
2.1
|
|
Annual Meeting
|
1
|
|
2.2
|
|
Special Meetings
|
1
|
|
2.3
|
|
Place of Meetings
|
1
|
|
2.4
|
|
Notice of Meetings; Waiver of Notice
|
2
|
|
2.5
|
|
Determination of Stockholders of Record
|
3
|
|
2.6
|
|
Quorum; Adjourned Meetings
|
3
|
|
2.7
|
|
Voting
|
3
|
|
2.8
|
|
Proxies
|
5
|
|
2.9
|
|
No Action Without A Meeting
|
5
|
|
2.10
|
|
Organization
|
5
|
|
2.11
|
|
Consent to Meetings
|
6
|
|
2.12
|
|
Director Nominations and Business Conducted at Meetings of Stockholders
|
6
|
|
2.13
|
|
Advance Notice of Director Nominations and Stockholder Proposals by Stockholders
|
7
|
|
2.14
|
|
Meetings Through Electronic Communications
|
9
|
|
|
|
|
||
Article III
|
DIRECTORS
|
9
|
|
|
3.1
|
|
General Powers; Performance of Duties
|
9
|
|
3.2
|
|
Number, Tenure, and Qualifications
|
9
|
|
3.3
|
|
Chairman of the Board
|
10
|
|
3.4
|
|
Vice Chairman of the Board
|
10
|
|
3.5
|
|
Classification and Elections
|
10
|
|
3.6
|
|
Removal and Resignation of Directors
|
10
|
|
3.7
|
|
Vacancies; Newly Created Directorships
|
10
|
|
3.8
|
|
Annual and Regular Meetings
|
11
|
|
3.9
|
|
Special Meetings
|
11
|
|
3.10
|
|
Place of Meetings
|
11
|
|
3.11
|
|
Notice of Meetings
|
11
|
|
3.12
|
|
Quorum; Adjourned Meetings
|
11
|
|
3.13
|
|
Manner of Acting
|
12
|
|
3.14
|
|
Super-majority Approval
|
12
|
|
3.15
|
|
Meetings Through Electronic Communications
|
12
|
|
3.16
|
|
Action Without Meeting
|
12
|
|
3.17
|
|
Powers and Duties
|
12
|
|
3.18
|
|
Compensation
|
13
|
|
3.19
|
|
Organization
|
13
|
|
|
|
|
|
i
|
|
|
|
Page
|
|
|
Article IV
|
OFFICERS
|
13
|
|
|
4.1
|
|
Election
|
13
|
|
4.2
|
|
Removal; Resignation
|
13
|
|
4.3
|
|
Vacancies
|
13
|
|
4.4
|
|
Chief Executive Officer
|
14
|
|
4.5
|
|
President
|
14
|
|
4.6
|
|
Vice Presidents
|
14
|
|
4.7
|
|
Secretary
|
14
|
|
4.8
|
|
Assistant Secretaries
|
14
|
|
4.9
|
|
Treasurer
|
14
|
|
4.10
|
|
Assistant Treasurers
|
15
|
|
4.11
|
|
Execution of Negotiable Instruments, Deeds and Contracts
|
15
|
|
|
|
|
||
Article V
|
CAPITAL STOCK
|
15
|
|
|
5.1
|
|
Issuance
|
15
|
|
5.2
|
|
Stock Certificates and Uncertificated Shares
|
15
|
|
5.3
|
|
Surrendered; Lost or Destroyed Certificates
|
16
|
|
5.4
|
|
Replacement Certificate
|
16
|
|
5.5
|
|
Transfer of Shares
|
17
|
|
5.6
|
|
Transfer Agent; Registrars
|
17
|
|
5.7
|
|
Miscellaneous
|
17
|
|
5.8
|
|
Inapplicability of Controlling Interest Statutes
|
17
|
|
|
|
|
||
Article VI
|
DISTRIBUTIONS
|
17
|
|
|
|
|
|
||
Article VII
|
RECORDS AND REPORTS; CORPORATE SEAL; AND FISCAL YEAR
|
17
|
|
|
7.1
|
|
Records
|
17
|
|
7.2
|
|
Corporate Seal
|
17
|
|
7.3
|
|
Fiscal Year-End
|
18
|
|
|
|
|
||
Article VIII
|
INDEMNIFICATION
|
18
|
|
|
8.1
|
|
Indemnification and Insurance
|
18
|
|
8.2
|
|
Amendment
|
20
|
|
|
|
|
||
Article IX
|
CHANGES IN NEVADA LAW
|
20
|
|
|
|
|
|
||
Article X
|
AMENDMENT OR REPEAL
|
20
|
|
|
10.1
|
|
Amendment of Bylaws
|
20
|
|
|
|
|
||
Article XI
|
FORUM FOR ADJUDICATION OF DISPUTES
|
20
|
|
|
ii
|
|
|
|
|
|
|
/s/ Kim Sinatra
|
|
|
Kim Sinatra, Secretary
|
WYNN RESORTS, LIMITED
|
|
EMPLOYEE
|
|
|
|
By:
/s/ Matt Maddox__________
|
|
_/s/ Kim Sinatra
_______________
|
|
|
|
Its:
President
|
|
Kim Sinatra
|
|
|
|
|
|
|
9.
|
CONFIDENTIALITY
.
|
WYNN RESORTS, LIMITED
|
|
EMPLOYEE
|
|
|
|
/s/ Matt Maddox
|
|
/s/ Stephen Cootey
|
Matt Maddox
|
|
Stephen Cootey
|
Chief Financial Officer
|
|
|
2.
|
Other Provisions of Agreement
. The parties acknowledge that the Agreement is being modified only as stated herein, and agree that nothing else in the Agreement shall be affected by this Amendment.
|
WYNN RESORTS, LIMITED
|
|
EMPLOYEE
|
|
|
|
/s/ Matt Maddox
|
|
/s/ Stephen Cootey
|
Matt Maddox, President & CFO
|
|
Stephen Cootey
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q of Wynn Resorts, Limited;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
|
/s/ Stephen A. Wynn
|
|
Stephen A. Wynn
|
|
Chairman of the Board and
|
|
Chief Executive Officer
|
|
(Principal Executive Officer)
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q of Wynn Resorts, Limited;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
|
/s/ Stephen Cootey
|
|
Stephen Cootey
|
|
Chief Financial Officer and Treasurer
|
|
(Principal Financial and Accounting Officer)
|
1.
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
2.
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
/s/ Stephen A. Wynn
|
|
||
Name:
|
|
Stephen A. Wynn
|
|
Title:
|
|
Chairman of the Board and Chief Executive Officer
|
|
|
|
(Principal Executive Officer)
|
|
Date:
|
|
August 8, 2014
|
|
/s/ Stephen Cootey
|
|
||
Name:
|
|
Stephen Cootey
|
|
Title:
|
|
Chief Financial Officer and Treasurer
|
|
|
|
(Principal Financial and Accounting Officer)
|
|
Date:
|
|
August 8, 2014
|
|