|
|
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 April 30, 2015
|
Common stock, $0.01 par value
|
|
101,536,779
|
|
Part I.
|
Financial Information
|
|
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
|
|
Part II.
|
Other Information
|
|
|
2
|
|
|
March 31,
2015 |
|
December 31,
2014 |
||||
|
(unaudited)
|
|
|
||||
ASSETS
|
|||||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
1,641,908
|
|
|
$
|
2,182,164
|
|
Restricted cash
|
163,046
|
|
|
—
|
|
||
Investment securities
|
163,968
|
|
|
240,140
|
|
||
Receivables, net
|
290,757
|
|
|
237,957
|
|
||
Inventories
|
69,911
|
|
|
72,223
|
|
||
Prepaid expenses and other
|
53,262
|
|
|
49,847
|
|
||
Total current assets
|
2,382,852
|
|
|
2,782,331
|
|
||
Property and equipment, net
|
6,245,530
|
|
|
5,855,842
|
|
||
Restricted cash
|
1,802
|
|
|
977
|
|
||
Investment securities
|
87,356
|
|
|
10,173
|
|
||
Intangible assets, net
|
112,772
|
|
|
112,367
|
|
||
Deferred financing costs, net
|
90,512
|
|
|
84,413
|
|
||
Deposits and other assets
|
226,416
|
|
|
212,515
|
|
||
Investment in unconsolidated affiliates
|
4,440
|
|
|
4,243
|
|
||
Total assets
|
$
|
9,151,680
|
|
|
$
|
9,062,861
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
|
|||||||
Current liabilities:
|
|
|
|
||||
Accounts and construction payables
|
$
|
186,964
|
|
|
$
|
303,284
|
|
Current portion of long-term debt
|
150,937
|
|
|
—
|
|
||
Current portion of land concession obligation
|
30,825
|
|
|
30,814
|
|
||
Customer deposits
|
504,703
|
|
|
548,818
|
|
||
Gaming taxes payable
|
138,580
|
|
|
137,269
|
|
||
Accrued compensation and benefits
|
88,841
|
|
|
113,228
|
|
||
Accrued interest
|
63,745
|
|
|
107,318
|
|
||
Other accrued liabilities
|
78,110
|
|
|
67,587
|
|
||
Deferred income taxes, net
|
4,847
|
|
|
4,847
|
|
||
Total current liabilities
|
1,247,552
|
|
|
1,313,165
|
|
||
Long-term debt
|
7,834,420
|
|
|
7,345,262
|
|
||
Land concession obligation
|
15,993
|
|
|
15,987
|
|
||
Other long-term liabilities
|
173,369
|
|
|
152,131
|
|
||
Deferred income taxes, net
|
27,498
|
|
|
25,225
|
|
||
Total liabilities
|
9,298,832
|
|
|
8,851,770
|
|
||
Commitments and contingencies (Note 14)
|
|
|
|
||||
Stockholders’ equity (deficit):
|
|
|
|
||||
Preferred stock, par value $0.01; 40,000,000 shares authorized; zero shares issued and outstanding
|
—
|
|
|
—
|
|
||
Common stock, par value $0.01; 400,000,000 shares authorized; 114,559,019 and 114,426,960 shares issued; 101,524,590 and 101,439,297 shares outstanding, respectively
|
1,146
|
|
|
1,144
|
|
||
Treasury stock, at cost; 13,034,429 and 12,987,663 shares, respectively
|
(1,152,393
|
)
|
|
(1,145,481
|
)
|
||
Additional paid-in capital
|
957,636
|
|
|
948,566
|
|
||
Accumulated other comprehensive income
|
1,953
|
|
|
2,505
|
|
||
(Accumulated deficit) retained earnings
|
(32,388
|
)
|
|
164,487
|
|
||
Total Wynn Resorts, Limited stockholders’ deficit
|
(224,046
|
)
|
|
(28,779
|
)
|
||
Noncontrolling interest
|
76,894
|
|
|
239,870
|
|
||
Total equity (deficit)
|
(147,152
|
)
|
|
211,091
|
|
||
Total liabilities and stockholders’ equity (deficit)
|
$
|
9,151,680
|
|
|
$
|
9,062,861
|
|
|
3
|
|
|
Three Months Ended March 31,
|
||||||
|
2015
|
|
2014
|
||||
Operating revenues:
|
|
|
|
||||
Casino
|
$
|
826,099
|
|
|
$
|
1,226,133
|
|
Rooms
|
132,055
|
|
|
136,476
|
|
||
Food and beverage
|
136,013
|
|
|
141,837
|
|
||
Entertainment, retail and other
|
90,376
|
|
|
106,860
|
|
||
Gross revenues
|
1,184,543
|
|
|
1,611,306
|
|
||
Less: promotional allowances
|
(92,305
|
)
|
|
(97,693
|
)
|
||
Net revenues
|
1,092,238
|
|
|
1,513,613
|
|
||
Operating costs and expenses:
|
|
|
|
||||
Casino
|
524,053
|
|
|
783,734
|
|
||
Rooms
|
36,686
|
|
|
35,345
|
|
||
Food and beverage
|
76,406
|
|
|
74,953
|
|
||
Entertainment, retail and other
|
40,294
|
|
|
44,535
|
|
||
General and administrative
|
122,200
|
|
|
111,277
|
|
||
Provision (benefit) for doubtful accounts
|
6,079
|
|
|
(2,728
|
)
|
||
Pre-opening costs
|
16,091
|
|
|
3,073
|
|
||
Depreciation and amortization
|
82,866
|
|
|
76,659
|
|
||
Property charges and other
|
2,504
|
|
|
9,934
|
|
||
Total operating costs and expenses
|
907,179
|
|
|
1,136,782
|
|
||
Operating income
|
185,059
|
|
|
376,831
|
|
||
Other income (expense):
|
|
|
|
||||
Interest income
|
1,692
|
|
|
4,753
|
|
||
Interest expense, net of amounts capitalized
|
(77,983
|
)
|
|
(75,256
|
)
|
||
(Decrease) increase in swap fair value
|
(4,609
|
)
|
|
842
|
|
||
Loss on extinguishment of debt
|
(116,194
|
)
|
|
(1,529
|
)
|
||
Equity in income from unconsolidated affiliates
|
197
|
|
|
308
|
|
||
Other
|
1,133
|
|
|
(297
|
)
|
||
Other income (expense), net
|
(195,764
|
)
|
|
(71,179
|
)
|
||
Income (loss) before income taxes
|
(10,705
|
)
|
|
305,652
|
|
||
Provision for income taxes
|
(3,197
|
)
|
|
(2,609
|
)
|
||
Net income (loss)
|
(13,902
|
)
|
|
303,043
|
|
||
Less: net income attributable to noncontrolling interest
|
(30,699
|
)
|
|
(76,147
|
)
|
||
Net income (loss) attributable to Wynn Resorts, Limited
|
$
|
(44,601
|
)
|
|
$
|
226,896
|
|
Basic and diluted income (loss) per common share:
|
|
|
|
||||
Net income (loss) attributable to Wynn Resorts, Limited:
|
|
|
|
||||
Basic
|
$
|
(0.44
|
)
|
|
$
|
2.25
|
|
Diluted
|
$
|
(0.44
|
)
|
|
$
|
2.22
|
|
Weighted average common shares outstanding:
|
|
|
|
||||
Basic
|
101,135
|
|
|
100,822
|
|
||
Diluted
|
101,135
|
|
|
102,009
|
|
||
Dividends declared per common share
|
$
|
1.50
|
|
|
$
|
1.25
|
|
|
4
|
|
|
Three Months Ended March 31,
|
||||||
|
2015
|
|
2014
|
||||
Net income (loss)
|
$
|
(13,902
|
)
|
|
$
|
303,043
|
|
Other comprehensive income:
|
|
|
|
||||
Foreign currency translation adjustments, net of tax
|
(849
|
)
|
|
(606
|
)
|
||
Unrealized gain on investment securities, net of tax
|
61
|
|
|
61
|
|
||
Total comprehensive income (loss)
|
(14,690
|
)
|
|
302,498
|
|
||
Less: comprehensive income attributable to noncontrolling interest
|
(30,463
|
)
|
|
(75,987
|
)
|
||
Comprehensive income (loss) attributable to Wynn Resorts, Limited
|
$
|
(45,153
|
)
|
|
$
|
226,511
|
|
|
5
|
|
|
Common stock
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
|
Shares
outstanding
|
|
Par
value
|
|
Treasury
stock
|
|
Additional
paid-in
capital
|
|
Accumulated
other
comprehensive
income
|
|
(Accumulated deficit) retained
earnings
|
|
Total Wynn Resorts, Ltd.
stockholders’
equity (deficit)
|
|
Noncontrolling
interest
|
|
Total
stockholders’
equity (deficit)
|
|||||||||||||||||
Balances, January 1, 2015
|
101,439,297
|
|
|
$
|
1,144
|
|
|
$
|
(1,145,481
|
)
|
|
$
|
948,566
|
|
|
$
|
2,505
|
|
|
$
|
164,487
|
|
|
$
|
(28,779
|
)
|
|
$
|
239,870
|
|
|
$
|
211,091
|
|
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(44,601
|
)
|
|
(44,601
|
)
|
|
30,699
|
|
|
(13,902
|
)
|
||||||||
Currency translation adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(613
|
)
|
|
—
|
|
|
(613
|
)
|
|
(236
|
)
|
|
(849
|
)
|
||||||||
Net unrealized gain on investment securities
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
61
|
|
|
—
|
|
|
61
|
|
|
—
|
|
|
61
|
|
||||||||
Exercise of stock options
|
11,000
|
|
|
—
|
|
|
—
|
|
|
584
|
|
|
—
|
|
|
—
|
|
|
584
|
|
|
—
|
|
|
584
|
|
||||||||
Shares repurchased by the Company and held as treasury shares
|
(46,766
|
)
|
|
—
|
|
|
(6,912
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(6,912
|
)
|
|
—
|
|
|
(6,912
|
)
|
||||||||
Issuance of restricted stock
|
121,059
|
|
|
2
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
3
|
|
|
—
|
|
|
3
|
|
||||||||
Shares of subsidiary repurchased for share award plan
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(689
|
)
|
|
(689
|
)
|
||||||||
Cash dividends declared
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(152,274
|
)
|
|
(152,274
|
)
|
|
(195,375
|
)
|
|
(347,649
|
)
|
||||||||
Excess tax benefits from stock-based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
348
|
|
|
—
|
|
|
—
|
|
|
348
|
|
|
—
|
|
|
348
|
|
||||||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
8,137
|
|
|
—
|
|
|
—
|
|
|
8,137
|
|
|
2,625
|
|
|
10,762
|
|
||||||||
Balances, March 31, 2015
|
101,524,590
|
|
|
$
|
1,146
|
|
|
$
|
(1,152,393
|
)
|
|
$
|
957,636
|
|
|
$
|
1,953
|
|
|
$
|
(32,388
|
)
|
|
$
|
(224,046
|
)
|
|
$
|
76,894
|
|
|
$
|
(147,152
|
)
|
|
6
|
|
|
Three Months Ended March 31,
|
||||||
|
2015
|
|
2014
|
||||
Cash flows from operating activities:
|
|
|
|
||||
Net income (loss)
|
$
|
(13,902
|
)
|
|
$
|
303,043
|
|
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
|
|
|
|
||||
Depreciation and amortization
|
82,866
|
|
|
76,659
|
|
||
Deferred income taxes
|
2,621
|
|
|
1,583
|
|
||
Stock-based compensation expense
|
10,696
|
|
|
3,921
|
|
||
Excess tax benefits from stock-based compensation
|
(335
|
)
|
|
(2,424
|
)
|
||
Amortization and write-offs of deferred financing costs and other
|
6,515
|
|
|
6,448
|
|
||
Loss on extinguishment of debt
|
116,194
|
|
|
1,529
|
|
||
Provision (benefit) for doubtful accounts
|
6,079
|
|
|
(2,728
|
)
|
||
Property charges and other
|
2,200
|
|
|
9,953
|
|
||
Equity in income of unconsolidated affiliates, net of distributions
|
(197
|
)
|
|
88
|
|
||
Decrease (increase) in swap fair value
|
4,609
|
|
|
(842
|
)
|
||
Increase (decrease) in cash from changes in:
|
|
|
|
||||
Receivables, net
|
(58,832
|
)
|
|
13,941
|
|
||
Inventories and prepaid expenses and other
|
(1,154
|
)
|
|
1,465
|
|
||
Customer deposits
|
(44,265
|
)
|
|
(193,248
|
)
|
||
Accounts payable and accrued expenses
|
(128,108
|
)
|
|
(10,166
|
)
|
||
Net cash (used in) provided by operating activities
|
(15,013
|
)
|
|
209,222
|
|
||
Cash flows from investing activities:
|
|
|
|
||||
Capital expenditures, net of construction payables and retention
|
(495,743
|
)
|
|
(178,050
|
)
|
||
Purchase of investment securities
|
(89,898
|
)
|
|
(46,635
|
)
|
||
Proceeds from sale or maturity of investment securities
|
88,154
|
|
|
44,995
|
|
||
Restricted cash
|
—
|
|
|
199,805
|
|
||
Deposits and purchase of other assets
|
(25,123
|
)
|
|
(5,172
|
)
|
||
Proceeds from sale of assets
|
1,013
|
|
|
2,995
|
|
||
Net cash (used in) provided by investing activities
|
(521,597
|
)
|
|
17,938
|
|
||
Cash flows from financing activities:
|
|
|
|
||||
Proceeds from exercise of stock options
|
584
|
|
|
1,717
|
|
||
Excess tax benefits from stock-based compensation
|
335
|
|
|
2,424
|
|
||
Dividends paid
|
(346,812
|
)
|
|
(126,406
|
)
|
||
Proceeds from issuance of long-term debt
|
2,061,059
|
|
|
756,229
|
|
||
Principal payments on long-term debt
|
—
|
|
|
(350
|
)
|
||
Repurchase of first mortgage notes
|
(1,422,374
|
)
|
|
(12,000
|
)
|
||
Restricted cash
|
(163,871
|
)
|
|
—
|
|
||
Repurchase of common stock
|
(6,912
|
)
|
|
(1,426
|
)
|
||
Shares of subsidiary repurchased for share award plan
|
(689
|
)
|
|
—
|
|
||
Payments for financing costs
|
(124,754
|
)
|
|
(7,391
|
)
|
||
Net cash (used in) provided by financing activities
|
(3,434
|
)
|
|
612,797
|
|
||
Effect of exchange rate on cash
|
(212
|
)
|
|
(1,377
|
)
|
||
Cash and cash equivalents:
|
|
|
|
||||
(Decrease) increase in cash and cash equivalents
|
(540,256
|
)
|
|
838,580
|
|
||
Balance, beginning of period
|
2,182,164
|
|
|
2,435,041
|
|
||
Balance, end of period
|
$
|
1,641,908
|
|
|
$
|
3,273,621
|
|
|
|
|
|
||||
Supplemental cash flow disclosures:
|
|
|
|
||||
Cash transactions:
|
|
|
|
||||
Cash paid for interest, net of amounts capitalized
|
$
|
117,305
|
|
|
$
|
116,698
|
|
Non-cash transactions:
|
|
|
|
||||
Stock-based compensation capitalized into construction
|
$
|
66
|
|
|
$
|
5,535
|
|
Change in property and equipment included in accounts and construction payables
|
$
|
(23,318
|
)
|
|
$
|
4,205
|
|
|
7
|
|
|
8
|
|
|
9
|
|
|
Three Months Ended March 31,
|
||||||
2015
|
|
2014
|
|||||
Rooms
|
$
|
13,393
|
|
|
$
|
12,754
|
|
Food and beverage
|
29,494
|
|
|
31,042
|
|
||
Entertainment, retail and other
|
4,419
|
|
|
3,796
|
|
||
|
$
|
47,306
|
|
|
$
|
47,592
|
|
|
10
|
|
|
|
|
Fair Value Measurements Using:
|
|||||||||||
|
March 31,
2015 |
|
Quoted
Market Prices in Active Markets (Level 1) |
|
Other
Observable Inputs (Level 2) |
|
Unobservable
Inputs (Level 3) |
|||||||
Assets:
|
|
|
|
|
|
|
|
|||||||
Cash equivalents
|
$
|
456,645
|
|
|
$
|
25
|
|
|
$
|
456,620
|
|
|
—
|
|
Interest rate swaps
|
$
|
1,309
|
|
|
—
|
|
|
$
|
1,309
|
|
|
—
|
|
|
Restricted cash
|
$
|
164,848
|
|
|
$
|
164,848
|
|
|
—
|
|
|
—
|
|
|
Available-for-sale securities
|
$
|
251,324
|
|
|
—
|
|
|
$
|
251,324
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|||||||
Liabilities:
|
|
|
|
|
|
|
|
|||||||
Redemption Note
|
$
|
1,936,443
|
|
|
—
|
|
|
$
|
1,936,443
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
|
Fair Value Measurements Using:
|
|||||||||||
|
December 31,
2014 |
|
Quoted
Market Prices in Active Markets (Level 1) |
|
Other
Observable Inputs (Level 2) |
|
Unobservable
Inputs (Level 3) |
|||||||
Assets:
|
|
|
|
|
|
|
|
|||||||
Cash equivalents
|
$
|
1,156,285
|
|
|
$
|
828
|
|
|
$
|
1,155,457
|
|
|
—
|
|
Interest rate swaps
|
$
|
5,915
|
|
|
—
|
|
|
$
|
5,915
|
|
|
—
|
|
|
Restricted cash
|
$
|
977
|
|
|
$
|
977
|
|
|
—
|
|
|
—
|
|
|
Available-for-sale securities
|
$
|
250,313
|
|
|
—
|
|
|
$
|
250,313
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|||||||
Liabilities:
|
|
|
|
|
|
|
|
|||||||
Redemption Note
|
$
|
1,936,443
|
|
|
—
|
|
|
$
|
1,936,443
|
|
|
—
|
|
|
11
|
|
|
Three Months Ended March 31,
|
||||||
|
2015
|
|
2014
|
||||
Numerator:
|
|
|
|
||||
Net income (loss) attributable to Wynn Resorts, Limited
|
$
|
(44,601
|
)
|
|
$
|
226,896
|
|
|
|
|
|
||||
Denominator:
|
|
|
|
||||
Weighted average common shares outstanding
|
101,135
|
|
|
100,822
|
|
||
Potential dilutive effect of stock options and restricted stock
|
—
|
|
|
1,187
|
|
||
Weighted average common and common equivalent shares outstanding
|
101,135
|
|
|
102,009
|
|
||
|
|
|
|
||||
Net income (loss) attributable to Wynn Resorts, Limited per common share, basic
|
$
|
(0.44
|
)
|
|
$
|
2.25
|
|
Net income (loss) attributable to Wynn Resorts, Limited per common share, diluted
|
$
|
(0.44
|
)
|
|
$
|
2.22
|
|
|
12
|
|
|
Foreign
currency
translation
|
|
Unrealized
gain on investment
securities
|
|
Accumulated
other
comprehensive
income
|
||||||
December 31, 2014
|
$
|
2,670
|
|
|
$
|
(165
|
)
|
|
$
|
2,505
|
|
Current period other comprehensive (loss) gain
|
(613
|
)
|
|
61
|
|
|
(552
|
)
|
|||
March 31, 2015
|
$
|
2,057
|
|
|
$
|
(104
|
)
|
|
$
|
1,953
|
|
|
March 31, 2015
|
|
December 31, 2014
|
||||||||||||||||||||||||||||
|
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
|
$
|
216,469
|
|
|
$
|
35
|
|
|
$
|
(134
|
)
|
|
$
|
216,370
|
|
|
$
|
204,045
|
|
|
$
|
28
|
|
|
$
|
(174
|
)
|
|
$
|
203,899
|
|
Commercial paper
|
33,959
|
|
|
2
|
|
|
(8
|
)
|
|
33,953
|
|
|
46,434
|
|
|
1
|
|
|
(21
|
)
|
|
46,414
|
|
||||||||
U.S. government agency bonds
|
1,000
|
|
|
1
|
|
|
—
|
|
|
1,001
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
|
$
|
251,428
|
|
|
$
|
38
|
|
|
$
|
(142
|
)
|
|
$
|
251,324
|
|
|
$
|
250,479
|
|
|
$
|
29
|
|
|
$
|
(195
|
)
|
|
$
|
250,313
|
|
|
Fair value
|
||
Available-for-sale securities
|
|
||
Due in one year or less
|
$
|
163,968
|
|
Due after one year through two years
|
87,356
|
|
|
|
$
|
251,324
|
|
|
13
|
|
|
March 31,
2015 |
|
December 31,
2014 |
||||
Casino
|
$
|
309,686
|
|
|
$
|
257,930
|
|
Hotel
|
16,565
|
|
|
15,474
|
|
||
Retail leases and other
|
44,066
|
|
|
39,231
|
|
||
|
370,317
|
|
|
312,635
|
|
||
Less: allowance for doubtful accounts
|
(79,560
|
)
|
|
(74,678
|
)
|
||
|
$
|
290,757
|
|
|
$
|
237,957
|
|
|
March 31,
2015 |
|
December 31,
2014 |
||||
Land and improvements
|
$
|
780,678
|
|
|
$
|
734,625
|
|
Buildings and improvements
|
3,947,468
|
|
|
3,883,626
|
|
||
Airplanes
|
162,063
|
|
|
126,491
|
|
||
Furniture, fixtures and equipment
|
1,759,445
|
|
|
1,749,288
|
|
||
Leasehold interests in land
|
316,539
|
|
|
316,431
|
|
||
Construction in progress
|
1,969,946
|
|
|
1,666,326
|
|
||
|
8,936,139
|
|
|
8,476,787
|
|
||
Less: accumulated depreciation
|
(2,690,609
|
)
|
|
(2,620,945
|
)
|
||
|
$
|
6,245,530
|
|
|
$
|
5,855,842
|
|
|
14
|
|
|
March 31,
2015 |
|
December 31, 2014
|
||||
Macau Related:
|
|
|
|
||||
Wynn Macau Credit Facilities:
|
|
|
|
||||
Senior Term Loan Facilities, due July 31, 2017 and July 31, 2018; interest at LIBOR or HIBOR plus 1.75%—2.50%, net of original issue discount of $3,563 at March 31, 2015 and $3,830 at December 31, 2014
|
$
|
949,338
|
|
|
$
|
948,823
|
|
Senior Revolving Credit Facility, due July 31, 2017, interest at LIBOR or HIBOR plus 1.75%—2.50%
|
393,657
|
|
|
132,524
|
|
||
5 1/4% Senior Notes, due October 15, 2021, including original issue premium of $4,982 at March 31, 2015 and $5,141 at December 31, 2014
|
1,354,982
|
|
|
1,355,141
|
|
||
U.S. and Corporate Related:
|
|
|
|
||||
7 7/8% First Mortgage Notes, due May 1, 2020, net of original issue discount of $299 at March 31, 2015 and $1,279 at December 31, 2014
|
70,838
|
|
|
345,731
|
|
||
7 3/4% First Mortgage Notes, due August 15, 2020
|
80,099
|
|
|
1,226,600
|
|
||
5 3/8% First Mortgage Notes, due March 15, 2022
|
900,000
|
|
|
900,000
|
|
||
4 1/4% Senior Notes, due May 30, 2023
|
500,000
|
|
|
500,000
|
|
||
5 1/2% Senior Notes, due March 1, 2025
|
1,800,000
|
|
|
—
|
|
||
Redemption Price Promissory Note with former stockholder and related party, due February 18, 2022; interest at 2%
|
1,936,443
|
|
|
1,936,443
|
|
||
|
7,985,357
|
|
|
7,345,262
|
|
||
Current portion of long-term debt
|
(150,937
|
)
|
|
—
|
|
||
|
$
|
7,834,420
|
|
|
$
|
7,345,262
|
|
|
15
|
|
|
16
|
|
|
17
|
|
|
18
|
|
|
Three Months Ended March 31,
|
||||||
|
2015
|
|
2014
|
||||
Casino
|
$
|
2,406
|
|
|
$
|
1,256
|
|
Rooms
|
120
|
|
|
—
|
|
||
Food and beverage
|
374
|
|
|
26
|
|
||
Entertainment, retail and other
|
30
|
|
|
—
|
|
||
General and administrative
|
7,730
|
|
|
2,639
|
|
||
Pre-opening costs
|
36
|
|
|
—
|
|
||
Total stock-based compensation expense
|
10,696
|
|
|
3,921
|
|
||
Total stock-based compensation capitalized
|
66
|
|
|
5,535
|
|
||
Total stock-based compensation costs
|
$
|
10,762
|
|
|
$
|
9,456
|
|
|
19
|
|
|
20
|
|
|
21
|
|
|
22
|
|
|
23
|
|
|
24
|
|
|
25
|
|
|
Three Months Ended March 31,
|
||||||
|
2015
|
|
2014
|
||||
Net revenues
|
|
|
|
||||
Macau Operations
|
$
|
705,357
|
|
|
$
|
1,132,698
|
|
Las Vegas Operations
|
386,881
|
|
|
380,915
|
|
||
Total
|
$
|
1,092,238
|
|
|
$
|
1,513,613
|
|
Adjusted Property EBITDA (1)
|
|
|
|
||||
Macau Operations
|
$
|
212,342
|
|
|
$
|
384,328
|
|
Las Vegas Operations
|
110,677
|
|
|
110,288
|
|
||
Total
|
323,019
|
|
|
494,616
|
|
||
Other operating costs and expenses
|
|
|
|
||||
Pre-opening costs
|
16,091
|
|
|
3,073
|
|
||
Depreciation and amortization
|
82,866
|
|
|
76,659
|
|
||
Property charges and other
|
2,504
|
|
|
9,934
|
|
||
Corporate expenses and other
|
25,642
|
|
|
23,890
|
|
||
Stock-based compensation
|
10,660
|
|
|
3,921
|
|
||
Equity in income from unconsolidated affiliates
|
197
|
|
|
308
|
|
||
Total other operating costs and expenses
|
137,960
|
|
|
117,785
|
|
||
Operating income
|
185,059
|
|
|
376,831
|
|
||
Non-operating income and expenses
|
|
|
|
||||
Interest income
|
1,692
|
|
|
4,753
|
|
||
Interest expense, net of amounts capitalized
|
(77,983
|
)
|
|
(75,256
|
)
|
||
(Decrease) increase in swap fair value
|
(4,609
|
)
|
|
842
|
|
||
Loss on extinguishment of debt
|
(116,194
|
)
|
|
(1,529
|
)
|
||
Equity in income from unconsolidated affiliates
|
197
|
|
|
308
|
|
||
Other
|
1,133
|
|
|
(297
|
)
|
||
Total other non-operating costs and expenses
|
(195,764
|
)
|
|
(71,179
|
)
|
||
Income (loss) before income taxes
|
(10,705
|
)
|
|
305,652
|
|
||
Provision for income taxes
|
(3,197
|
)
|
|
(2,609
|
)
|
||
Net income (loss)
|
$
|
(13,902
|
)
|
|
$
|
303,043
|
|
(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
|
|
26
|
|
|
March 31,
2015 |
|
December 31,
2014 |
||||
Assets
|
|
|
|
||||
Macau Operations
|
|
|
|
||||
Wynn Macau
|
$
|
1,414,179
|
|
|
$
|
1,520,098
|
|
Wynn Palace
|
2,219,439
|
|
|
1,854,521
|
|
||
Other Macau
|
267,891
|
|
|
974,170
|
|
||
Total Macau
|
3,901,509
|
|
|
4,348,789
|
|
||
Las Vegas Operations
|
3,457,992
|
|
|
3,472,931
|
|
||
Corporate and other
|
1,792,179
|
|
|
1,241,141
|
|
||
|
$
|
9,151,680
|
|
|
$
|
9,062,861
|
|
|
27
|
|
•
|
Approximately
284,000
square feet of casino space offering 24-hour gaming and a full range of games with
497
table games and
706
slot machines, 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, Ermenegildo Zegna, Ferrari, Giorgio Armani, Graff, Gucci, Hermes, Hugo Boss, Jaegar-LeCoultre, Loro Piana, Louis Vuitton, Miu Miu, Piaget, Prada, Richard Mille, Roger Dubuis, Rolex, Tiffany, Vacheron Constantin, Van Cleef & Arpels, Versace, Vertu, and others;
|
•
|
Approximately
31,000
square feet of space for lounges and meeting facilities;
|
•
|
Recreation and leisure facilities, including two health clubs, spas, a salon and a pool; and
|
•
|
Rotunda show featuring a Chinese zodiac-inspired ceiling along with gold “prosperity tree” and “dragon of fortune” attractions.
|
•
|
Approximately
186,000
square feet of casino space, offering 24-hour gaming and a full range of games with
237
table games and
1,856
slot machines, private gaming salons, a sky casino, a poker room, and a race and sports book;
|
|
28
|
|
•
|
Two luxury hotel towers with a total of
4,748
spacious guest rooms, suites and villas;
|
•
|
34
food and beverage outlets featuring signature chefs;
|
•
|
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;
|
•
|
Approximately
290,000
square feet of meeting and convention space;
|
•
|
Three nightclubs and a beach club;
|
•
|
Specially designed theater presenting “Le Rêve-The Dream,” a water-based theatrical production and a theater presenting “Steve Wynn's Showstoppers,” a Broadway-style entertainment production;
|
•
|
Recreation and leisure facilities, including an 18-hole golf course, swimming pools, private cabanas and two full service spas and salons;
|
•
|
A Ferrari and Maserati automobile dealership; and
|
•
|
Wedding chapel.
|
•
|
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 Macau Operations’ VIP program.
|
•
|
Table games win is the amount of drop or turnover that is retained and recorded as casino revenue.
|
•
|
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 revenues 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 revenues 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.
|
|
29
|
|
|
Three Months Ended March 31,
|
|
|
|||||||
(in thousands, except per share data)
|
2015
|
|
2014
|
|
Percent Change
|
|||||
Net revenues
|
$
|
1,092,238
|
|
|
$
|
1,513,613
|
|
|
(27.8
|
)
|
Net income (loss) attributable to Wynn Resorts, Limited
|
$
|
(44,601
|
)
|
|
$
|
226,896
|
|
|
(119.7
|
)
|
Diluted net income (loss) per share
|
$
|
(0.44
|
)
|
|
$
|
2.22
|
|
|
(119.8
|
)
|
Adjusted Property EBITDA
|
$
|
323,019
|
|
|
$
|
494,616
|
|
|
(34.7
|
)
|
|
30
|
|
|
Three Months Ended March 31,
|
|
|
|||||||
|
2015
|
|
2014
|
|
Percent
Change
|
|||||
Net revenues
|
|
|
|
|
|
|||||
Macau Operations
|
$
|
705,357
|
|
|
$
|
1,132,698
|
|
|
(37.7
|
)
|
Las Vegas Operations
|
386,881
|
|
|
380,915
|
|
|
1.6
|
|
||
|
$
|
1,092,238
|
|
|
$
|
1,513,613
|
|
|
(27.8
|
)
|
|
Three Months Ended March 31,
|
|
|
|||||||
|
2015
|
|
2014
|
|
Percent
Change
|
|||||
Net revenues
|
|
|
|
|
|
|||||
Casino revenues
|
$
|
826,099
|
|
|
$
|
1,226,133
|
|
|
(32.6
|
)
|
Non-casino revenues
|
266,139
|
|
|
287,480
|
|
|
(7.4
|
)
|
||
|
$
|
1,092,238
|
|
|
$
|
1,513,613
|
|
|
(27.8
|
)
|
|
31
|
|
|
Three Months Ended March 31,
|
|
|
|
|
|||||||||
|
2015
|
|
2014
|
|
Increase/
(Decrease)
|
|
Percent
Change
|
|||||||
Macau Operations:
|
|
|
|
|
|
|
|
|||||||
Total casino revenues
|
$
|
664,320
|
|
|
$
|
1,070,854
|
|
|
$
|
(406,534
|
)
|
|
(38.0
|
)
|
Average number of table games
|
466
|
|
|
492
|
|
|
(26
|
)
|
|
(5.3
|
)
|
|||
VIP
|
|
|
|
|
|
|
|
|||||||
VIP turnover
|
$
|
17,127,666
|
|
|
$
|
35,997,716
|
|
|
$
|
(18,870,050
|
)
|
|
(52.4
|
)
|
VIP win as a % of turnover
|
2.80
|
%
|
|
2.79
|
%
|
|
0.01
|
|
|
|
|
|||
Mass market
|
|
|
|
|
|
|
|
|||||||
Drop (1)
|
$
|
591,866
|
|
|
$
|
692,459
|
|
|
$
|
(100,593
|
)
|
|
(14.5
|
)
|
Table games win
|
$
|
279,560
|
|
|
$
|
300,709
|
|
|
$
|
(21,149
|
)
|
|
(7.0
|
)
|
Table games win % (1)
|
47.2
|
%
|
|
43.4
|
%
|
|
3.8
|
|
|
|
|
|||
Table games win per unit per day
|
$
|
14,517
|
|
|
$
|
15,695
|
|
|
$
|
(1,178
|
)
|
|
(7.5
|
)
|
|
|
|
|
|
|
|
|
|||||||
Average number of slot machines
|
649
|
|
|
842
|
|
|
(193
|
)
|
|
(22.9
|
)
|
|||
Slot machine handle
|
$
|
1,039,615
|
|
|
$
|
1,398,890
|
|
|
$
|
(359,275
|
)
|
|
(25.7
|
)
|
Slot machine win
|
$
|
47,777
|
|
|
$
|
69,437
|
|
|
$
|
(21,660
|
)
|
|
(31.2
|
)
|
Slot machine win per unit per day
|
$
|
818
|
|
|
$
|
917
|
|
|
$
|
(99
|
)
|
|
(10.8
|
)
|
|
|
|
|
|
|
|
|
|||||||
Las Vegas Operations:
|
|
|
|
|
|
|
|
|||||||
Total casino revenues
|
$
|
161,779
|
|
|
$
|
155,279
|
|
|
$
|
6,500
|
|
|
4.2
|
|
Average number of table games
|
237
|
|
|
231
|
|
|
6
|
|
|
2.6
|
|
|||
Drop
|
$
|
573,612
|
|
|
$
|
647,436
|
|
|
$
|
(73,824
|
)
|
|
(11.4
|
)
|
Table games win
|
$
|
135,679
|
|
|
$
|
133,734
|
|
|
$
|
1,945
|
|
|
1.5
|
|
Table games win %
|
23.7
|
%
|
|
20.7
|
%
|
|
3.0
|
|
|
|
||||
Table games win per unit per day
|
$
|
6,351
|
|
|
$
|
6,419
|
|
|
$
|
(68
|
)
|
|
(1.1
|
)
|
|
|
|
|
|
|
|
|
|||||||
Average number of slot machines
|
1,854
|
|
|
1,866
|
|
|
(12
|
)
|
|
(0.6
|
)
|
|||
Slot machine handle
|
$
|
762,184
|
|
|
$
|
743,798
|
|
|
$
|
18,386
|
|
|
2.5
|
|
Slot machine win
|
$
|
48,417
|
|
|
$
|
45,501
|
|
|
$
|
2,916
|
|
|
6.4
|
|
Slot machine win per unit per day
|
$
|
290
|
|
|
$
|
271
|
|
|
$
|
19
|
|
|
7.0
|
|
(1)
|
Customers purchase mass market 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. Because of the large number of chip purchases occurring at the casino cage in our Macau mass market casino, we believe the relevant indicator of volumes in the mass market casino should be actual table games win.
|
|
32
|
|
|
Three Months Ended March 31,
|
|
|
|||||||
|
2015
|
|
2014
|
|
Percent Change (a)
|
|||||
Macau Operations:
|
|
|
|
|
|
|||||
Total room revenues (in thousands)
|
$
|
32,415
|
|
|
$
|
33,404
|
|
|
(3.0
|
)
|
Occupancy
|
97.5
|
%
|
|
98.1
|
%
|
|
(0.6
|
)
|
||
ADR
|
$
|
331
|
|
|
$
|
338
|
|
|
(2.1
|
)
|
REVPAR
|
$
|
323
|
|
|
$
|
331
|
|
|
(2.4
|
)
|
|
|
|
|
|
|
|||||
Las Vegas Operations:
|
|
|
|
|
|
|||||
Total room revenues (in thousands)
|
$
|
99,640
|
|
|
$
|
103,072
|
|
|
(3.3
|
)
|
Occupancy
|
83.0
|
%
|
|
87.8
|
%
|
|
(4.8
|
)
|
||
ADR
|
$
|
283
|
|
|
$
|
275
|
|
|
2.9
|
|
REVPAR
|
$
|
235
|
|
|
$
|
241
|
|
|
(2.5
|
)
|
|
33
|
|
|
34
|
|
|
Three Months Ended March 31,
|
||||||
|
2015
|
|
2014
|
||||
Macau Operations
|
$
|
212,342
|
|
|
$
|
384,328
|
|
Las Vegas Operations
|
110,677
|
|
|
110,288
|
|
||
|
$
|
323,019
|
|
|
$
|
494,616
|
|
|
35
|
|
|
36
|
|
|
37
|
|
•
|
our dependence on Stephen A. Wynn;
|
•
|
restrictions or conditions on visitation by citizens of mainland China to Macau;
|
•
|
general global political and economic conditions, which may impact levels of travel, leisure and consumer spending;
|
•
|
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;
|
•
|
pending or future legal proceedings, regulatory or enforcement actions or probity investigations;
|
•
|
any violations by us of the anti-money laundering laws or Foreign Corrupt Practices Act;
|
|
38
|
|
•
|
competition in the casino/hotel and resort industries and actions taken by our competitors, including new development and construction activities of competitors;
|
•
|
our dependence on a limited number of resorts and locations for all of our cash flow;
|
•
|
our relationships with Macau games promoters;
|
•
|
factors affecting the development and success of new gaming and resort properties (including limited labor resources in Macau and government labor policies, unexpected cost increases, environmental regulation and our ability to secure federal, state and local permits and approvals necessary for our construction projects);
|
•
|
our ability to maintain our customer relationships and collect and enforce gaming receivables;
|
•
|
extensive regulation of our business and the cost of compliance or failure to comply with applicable laws and regulations;
|
•
|
our ability to maintain our gaming licenses and concessions;
|
•
|
changes in gaming laws or regulations (including stricter smoking regulations in Macau);
|
•
|
changes in federal, foreign, or state tax laws or the administration of such laws;
|
•
|
cybersecurity risk including misappropriation of customer information or other breaches of information security;
|
•
|
our current and future insurance coverage levels;
|
•
|
conditions precedent to funding under our credit facilities;
|
•
|
continued compliance with all provisions in our debt agreements;
|
•
|
leverage and debt service (including sensitivity to fluctuations in interest rates);
|
•
|
the impact on the travel and leisure industry from factors such as an outbreak of an infectious disease, extreme weather patterns or natural disasters, military conflicts and any future security alerts and/or terrorist attacks;
|
•
|
our subsidiaries’ ability to pay us dividends and distributions;
|
•
|
our ability to protect our intellectual property rights;
|
•
|
doing business in foreign locations such as Macau;
|
•
|
legalization of gaming in certain jurisdictions; and
|
•
|
changes in exchange rates.
|
|
39
|
|
|
40
|
|
|
41
|
|
|
42
|
|
(a)
|
Exhibits
|
Exhibit
No.
|
|
Description
|
*3.1
|
|
Third Amended and Restated Articles of Incorporation of the Registrant.
|
3.2
|
|
Seventh Amended and Restated Bylaws of the Registrant, as amended. (1)
|
4.1
|
|
Indenture, dated February 18, 2015, among Wynn Las Vegas, LLC, Wynn Las Vegas Capital Corp., the Guarantors named therein and U.S. Bank National Association, as trustee. (2)
|
4.2
|
|
Supplemental Indenture, dated as of February 18, 2015, to Indenture, dated as of April 28, 2010, among Wynn Las Vegas, LLC, Wynn Las Vegas Capital Corp., the Guarantors named therein and U.S. Bank National Association, as trustee. (3)
|
4.3
|
|
Supplemental Indenture, dated as of February 18, 2015, to Indenture, dated as of August 4, 2010, among Wynn Las Vegas, LLC, Wynn Las Vegas Capital Corp., the Guarantors named therein and U.S. Bank National Association, as trustee. (3)
|
4.4
|
|
Supplemental Indenture, dated as of February 18, 2015, to Indenture, dated as of March 12, 2012, among Wynn Las Vegas, LLC, Wynn Las Vegas Capital Corp., the Guarantors named therein and U.S. Bank National Association, as trustee. (3)
|
4.5
|
|
Supplemental Indenture, dated as of February 18, 2015, to Indenture, dated as of May 22, 2013, among Wynn Las Vegas, LLC, Wynn Las Vegas Capital Corp., the Guarantors named therein and U.S. Bank National Association, as trustee. (3)
|
10.1
|
|
Seventh Amendment to Employment Agreement, dated as of January 15, 2015, between Wynn Resorts, Limited and Stephen A. Wynn. (3)
|
10.2
|
|
Second Amendment to Employment Agreement, dated as of February 24, 2015, by and between Wynn Resorts, Limited and Stephen Cootey. (3)
|
10.3
|
|
First Amendment to 2013 Second Amended and Restated Agreement of Lease, dated as of February 25, 2015, by and between Wynn Las Vegas, LLC and Stephen A. Wynn. (3)
|
10.4
|
|
Termination Agreement to the Aircraft Time Sharing Agreement, dated as of January 15, 2015, by and between Las Vegas Jet, LLC and Stephen A. Wynn. (3)
|
10.5
|
|
Aircraft Time Sharing Agreement, dated January 15, 2015, by and between Wynn Resorts, Limited and Stephen A. Wynn. (3)
|
10.6
|
|
Termination Agreement, dated February 26, 2015, to Management Agreement, dated as of December 14, 2004, by and among Wynn Las Vegas, LLC, certain Wynn Las Vegas-related entities named therein, and Wynn Resorts, Limited. (3)
|
10.7
|
|
Management Fee and Corporate Allocation Agreement, dated as of February 26, 2015, by and between Wynn Las Vegas, LLC and Wynn Resorts, Limited. (3)
|
*10.8
|
|
2015 Intellectual Property License Agreement, dated as of February 26, 2015, by and between Wynn Resorts Holdings, LLC, Wynn Resorts, Limited and Wynn Las Vegas, LLC.
|
*10.9
|
|
Termination Agreement, dated February 26, 2015, to Management Agreement, dated as of December 14, 2004, by and among Wynn Las Vegas, LLC, certain Wynn Las Vegas-related entities named therein, and Wynn Resorts, Limited.
|
*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 March 31, 2015, filed with the SEC on May 8, 2015 formatted in Extensible Business Reporting Language (XBRL): (i) the Condensed Consolidated Balance Sheets at March 31, 2015 and December 31, 2014, (ii) the Condensed Consolidated Statements of Operations for the three months ended March 31, 2015 and 2014, (iii) the Condensed Consolidated Statements of Comprehensive Income (Loss) for the three months ended March 31, 2015 and 2014, (iv) the Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2015 and 2014, (v) the Condensed Consolidated Statement of Stockholders’ Equity (Deficit) at March 31, 2015 and (vi) Notes to Condensed Consolidated Financial Statements.
|
|
43
|
|
|
|
*
|
Filed herewith.
|
(1)
|
Previously filed with the Quarterly Report on Form 10-Q filed by the Registrant on August 8, 2014 and incorporated herein by reference.
|
(2)
|
Previously filed with the Current Report on Form 8-K filed by the Registrant on February 18, 2015 and incorporated herein by reference.
|
(3)
|
Previously filed with the Annual Report on Form 10-K filed by the Registrant on March 2, 2015 and incorporated herein by reference.
|
|
44
|
|
|
|
|
|
WYNN RESORTS, LIMITED
|
|
|
|
||
Dated: May 8, 2015
|
|
By:
|
|
/s/ Stephen Cootey
|
|
|
Stephen Cootey
|
||
|
|
Chief Financial Officer and Treasurer
|
||
|
|
(Principal Financial and Accounting Officer)
|
|
45
|
|
A.
|
Holdings is the owner or exclusive licensee with the right to license and/or sublicense certain marks and works as defined herein including but not limited to the marks and works that are listed and described in attached
Schedule A
, and is the licensee of other third party rights and works as defined herein that are listed and described in attached
Schedule B
, and certain trade secrets, data and know-how that are listed and described in attached
Schedule C
(hereinafter, collectively, the “
Holdings Intellectual Property
”).
|
B.
|
Limited is the parent entity of Holdings and is the owner of certain trade secrets, data, know-how and other intangible property that are listed and described in attached
Schedule C
(hereinafter, collectively the “
Limited Intellectual Property
”). The Holdings Intellectual Property and the Limited Intellectual Property are collectively referred to herein as the “
Licensed Property
”.
|
C.
|
Licensee is a subsidiary of Limited and currently owns and operates the Wynn Las Vegas and Encore Resort and Casino, an integrated hotel and casino resort located in Clark County Nevada (the “
Operations
”).
|
D.
|
By an agreement dated as of December 14, 2004, the Licensor and Licensee entered into an intellectual property license agreement under which the Licensor licensed the a subset of the Licensed Property to Licensee (the “
2004 Intellectual Property License Agreement
”)
|
1.
|
License
. The Licensor grants the following licenses to the Licensee at the location specified herein.
|
1.01
|
Licensor provides to Licensee a non-exclusive license and/or non-exclusive sublicense to use the marks and works owned, or which will be owned, by the Licensor including but not limited to the marks and works listed in
Schedule A
, attached hereto, in connection with the operation, advertising, promotion, distribution and services of the Operations. The foregoing licenses granted in this Paragraph 1.01 shall hereinafter be known as the “
Trademark License
”.
|
1.02
|
Licensor provides Licensee a non-exclusive sublicense to the works listed in
Schedule B
, attached hereto, in connection with the operation, advertising, promotion, distribution and services of the Operations. The foregoing licenses granted in this Paragraph 1.02 shall hereinafter be known as the “
Copyright and Persona License
”.
|
1.03
|
Licensor provides to Licensee a non-exclusive license to use the data, trade secrets and know-how listed in
Schedule C
, attached hereto, developed by the Licensor and its employees, officers, directors and representatives, and such future items as may be provided from time to time for use in connection with the operation, advertising, promotion, distribution and services of the Operations. Licensor shall pay all costs associated with the development of such data, trade secrets and know-how and shall also be responsible for providing Licensee updates or upgrades to such materials. Licensee shall reimburse all installation and/or training costs incurred by Licensor in connection with providing Licensee such information. The foregoing license shall hereinafter be known as the “
Trade Secret and Know-How License
.”
|
1.04
|
Notwithstanding any other provision of this Agreement, including, without limitation, Sections 2.01 and 2.02 hereof, Licensee shall have the right to sublicense any or all of its rights under the Trademark License and the Copyright and Persona License to any lessee or sublessee operating or conducting business at the Operation of the Licensee (“
Approved Sublessee
”). The Trade Secret and Know-How License may not be sublicensed by the Licensee.
|
1.05
|
Licensee shall have the right to sublicense all of its rights and licenses granted pursuant to the Trademark License and the Copyright and Persona License in order to have persons other than Licensee produce and manufacture promotional products or the packaging thereof. Licensee will identify its products and manufacturers for the products to Licensor upon request. Licensee agrees that any person or entity licensed to manufacture such products shall be prohibited from manufacturing, producing, selling, distributing, or shipping products other than to the Licensee, the Licensor, or Approved Sublessees. Licensee further agrees to enforce such prohibition at its own expense and upon reasonable demand by Licensor.
|
2.
|
License Term
.
|
2.01
|
This Agreement shall be effective as of the Effective Date and shall continue until otherwise terminated under the provisions of this Agreement.
|
3.
|
Royalties
.
|
3.01
|
Licensee shall pay to Licensor an aggregate monthly licensing fee (the “
Licensing Fee
”) for each of the licenses granted herein in the amount and in accordance with the payment schedule set forth in
Schedule D
. Any withholding taxes associated with such payments shall be made by Licensee and shall not be withheld from the payments described on
Schedule D
.
|
4.
|
Quality Control
.
|
4.01
|
Licensee agrees that the facilities, amenities, services and goods covered by this Agreement will be of high quality and that such amenities, services and products will be designed, manufactured, sold and distributed in full and complete compliance with all applicable laws of the relevant jurisdictions of the Operations. To this end, Licensee shall, first request that the Licensor inspect and approve any and all advertising, promotion, public relations material, merchandise, or promotional products (“
Product Sample
”) before manufacture or production. Any
|
4.02
|
All promotional items and products manufactured or assembled outside of the United States shall be marketed in accordance with prevailing U.S. Customs and Federal Trade Commission and other applicable laws, rules and regulations. To the extent that the Licensor’s obligations for quality control with and from its third party licensors may vary from time to time, Licensee agrees to accept and comply, upon reasonable written notice, with such quality control provisions as may be required under the Licensor’s license agreements with third parties from whom Licensor has obtained the rights to the Licensed Property.
|
4.03
|
Licensee acknowledges that providing substandard services or products would have an adverse effect upon the reputation of Licensor and any third party from whom Licensor has obtained such rights, including but not limited to the parties to the agreements listed on
Schedule B
. Accordingly, Licensee agrees to offer amenities or facilities of high quality standards and not to sell defective products (seconds) which bear the marks of the Licensed Property.
|
4.04
|
Licensee agrees to operate the Operations in a manner which meets or exceeds the following minimum quality standards: (a) the business shall be operated in compliance with all applicable laws and regulations of the relevant jurisdictions of the Operations, including, but not limited to, health, safety, fire and business codes, tax laws, gaming laws and labor codes; (b) the business shall maintain all applicable business licenses, including, but not limited to, business, alcohol, and gaming; (c) the business shall be conducted in a professional and reputable manner, reasonably free from consumer complaints; (d) the premises shall be maintained in a pristine manner, consistently neat, clean and in proper repair and décor, in a highly sanitary condition, and all food and beverage services shall maintain the highest possible rating for cleanliness established by the governing entity for the site; (e) the business shall be operated in a manner that does not tarnish or diminish the value of the goodwill represented by the Licensed Property; and (f) the business shall be operated in a manner that does not adversely affect the goodwill or reputation of the Licensor and its affiliates or the Licensor’s and its affiliates’ ability to obtain or maintain licenses from any regulatory authority, including the Nevada Gaming Commission.
|
4.05
|
Licensor (directly or through its authorized agents) shall have the right to inspect the premises upon reasonable notice, at any time. If, at any time, the Licensee fails to operate the Operations in conformity with the quality standards set forth herein, Licensor shall notify Licensee in writing of any such deficiency. Licensee shall have thirty (30) days within which to cure such deficiency. If the Licensee fails to cure any such failure, then Licensor may, at its option, cure the failure and charge the Licensee for the expense of doing so. In the event that the cure cannot be accomplished within thirty (30) days, but the Licensee has made a good faith effort to effect the cure, Licensor may extend the period to cure for a reasonable time, at Licensor’s sole and absolute discretion.
|
5.
|
Goodwill
. All goodwill arising from the use of the Licensed Property shall inure to the benefit of the Licensor, or the party from whom the Licensor obtained its rights.
|
6.
|
Use of Licensed Property and Persona
|
6.01
|
Licensee shall comply, within a period not to exceed thirty (30) days, with the commercially reasonable conditions set forth by the Licensor, in writing, from time to time, with respect to the style, appearance and manner of use of the Licensed Property and any trade secrets, data and know-how provided to the Licensee pursuant to this Agreement. The Licensee may not make any use of the Licensed Property that is not in compliance with this Agreement, unless Licensee obtains the prior written permission of Licensor. Licensor may, at its option, require that the Licensee, at Licensee’s cost, place a notice or notices acceptable to the Licensor of the Licensor’s respective registration of the marks, works or persona rights.
|
6.02
|
Licensee shall provide Licensor for prior approval copies of all print advertisements and marketing materials containing any of the Licensed Property prior to printing, publishing or distribution. Licensor shall not unreasonably withhold approval of such advertisements or marketing materials, and any disapproval shall specify the basis for such disapproval. In the event that the Licensor does not approve or disapprove of such use within thirty (30) days of receipt, the use shall be deemed to be approved.
|
6.03
|
Licensee agrees not to use any of the Licensed Property in connection with any other trademark or service mark not owned by Licensor without the express written permission of Licensor. Licensor shall not unreasonably withhold approval of such use, and any disapproval shall be in writing specifying the basis for the disapproval. In the event that the Licensor does not approve or disapprove such request within thirty (30) days of receipt, such request shall be deemed approved.
|
6.04
|
Licensee will not permit any person or entity that leases, subleases or rents any portion of the Operations, to use any of the Licensed Property without a written agreement.
|
7.
|
Termination
.
|
7.01
|
Upon any breach of this Agreement by the Licensor, the Licensee shall provide written notice to the Licensor, describing the nature of the breach. Except as provided in Paragraph 7.04 herein, the Licensor shall have ten (10) days within which to cure the breach. If the breach is not cured within that period of time, the Licensee may elect to terminate this Agreement. In the event that the cure cannot be accomplished within ten (10) days, but the Licensor has made a good faith effort to effect the cure, Licensee may extend the period to cure for a reasonable time, at Licensee’s sole and absolute discretion. Termination of the Agreement is effective upon receipt by the Licensor of the written notice of termination.
|
7.02
|
Upon any material breach of this Agreement by the Licensee, the Licensor shall provide written notice to the Licensee, describing the nature of the material breach. Except as provided in Paragraph 7.04 herein, the Licensee shall have thirty (30) days within which to cure the material breach. If the material breach is not cured
|
7.03
|
The Licensor may require the Licensee to terminate any license granted hereunder to any approved third party licensee, or other sublicensee, if any such approved third party licensee, or other sublicensee (a) materially breaches this license and fails to cure the breach upon thirty (30) days notice from Licensor; or (b) becomes insolvent or bankrupt. Licensor may, in its sole and absolute discretion, first seek to cure any such breach or failure prior to termination, but any such attempt to cure shall not restrict the Licensor’s right at any time to require termination as to the third party licensee or other sublicensee as otherwise provided in this Section.
|
7.04
|
Licensee acknowledges that Licensor and its affiliated companies conduct businesses that are subject to and exist because of privileged gaming licenses issued by governmental authorities. Licensee agrees that the Licensor shall have the right to terminate this Agreement in the event (1)(i) any such privileged license is suspended or revoked, or (ii) the Licensor in good faith deems that the acts of the Licensee jeopardizes any such privileged license, or the gaming business activities of the Licensor, or its affiliated companies (in each case, the “
Relevant Event
”); and (2) the Relevant Event continues for thirty (30) consecutive days after written notice has been provided to the Licensee describing the nature of the event or activity creating the problem for the privileged license.
|
7.05
|
Upon the termination of any agreement between Licensor and any third party for the license of any of the Licensed Property, including but not limited to termination of any of the agreements listed on
Schedule B
, the portions of this Agreement relating to (or granting a license pursuant to) such terminated agreement shall concurrently terminate, without affecting any other provisions of this Agreement (including the Licensing Fee) provided that the Licensor shall not exercise its right to terminate any of their rights to the Licensed Property, including but not limited to the termination of the agreements listed in Schedule B without the prior written consent of the Licensee and any of its third party licensees.
|
7.06
|
This Agreement shall automatically terminate one month after the occurrence of either of the following events: (1) Limited ceases to own, directly or indirectly a majority of the member’s interest of Licensee, or (ii) Limited ceases to have the ability to direct or cause the direction of the management and policies of Licensee.
|
8.
|
Indemnification
.
|
8.01
|
Licensee agrees to obtain, or cause to be obtained, insurance which provides personal injury and property damage and product liability coverage for any and all claims, suits, losses and damages arising out of the operation of the Licensee’s premises and sale of promotional merchandise, including coverage for any claims, suits, losses or damage arising out of negligence concerning the design, manufacture, distribution and sale of such promotional merchandise, from an
|
8.02
|
Licensor shall defend, indemnify and hold Licensee and all of Licensee’s directors, officers, employees, agents, affiliates, sublicensees, sublessors and assigns (collectively, the “
Licensed Protected Parties
”) harmless from and against any demand, claims and losses arising from any third party claim alleging infringement of Licensed Property.
|
8.03
|
Licensee shall defend, indemnify and hold Licensor and its directors, officers, employees, agents and affiliates (collectively, “
Licensor’s Protected Parties
”) harmless from and against any and all demands, claims, losses or damages by reason of premise liability or product defect or negligent design or manufacture by or for the Licensee, or arising from the Licensee’s operation of the Operations.
|
9.
|
Notices
. Except as otherwise set forth herein, any notices, statements or payments required to be made or given under this Agreement shall hand delivered or sent via registered mail, postage prepaid or by facsimile, to the following persons and addresses which may change or be modified at any time in writing by the receiving parties.
|
To Holdings
:
|
Wynn Resorts Holdings, LLC
3131 Las Vegas Boulevard South, Las Vegas, Nevada 89109, United States
Fax No.: (702) 770-1349 Attention: General Counsel |
To Limited
:
|
Wynn Resorts, Limited
3131 Las Vegas Boulevard South, Las Vegas, Nevada 89109, United States
Fax No.: (702) 770-1349 Attn: General Counsel |
To Licensee
:
|
Wynn Las Vegas, LLC
3131 Las Vegas Boulevard South, Las Vegas, Nevada 89109, United States
Fax No.: (702) 770-1349
Attention: General Counsel
|
10.
|
Miscellaneous
.
|
10.01
|
The parties each represent and warrant to the other that their own officer, or other duly authorized representative executing this Agreement, has the full power and authority to do so on their behalf.
|
10.02
|
This Agreement shall be construed without regard to the rule of presumption requiring construction against the party who drafted the agreement, or caused it to be drafted. Neither party shall be deemed to be the drafting party. The parties hereto shall, and they hereby do, waive trial by jury with respect to any action brought by a party hereto against any other party or to any other matter arising out of or in any way connected with the Licensed Property.
|
10.03
|
The parties agree that they have each read and understand this Agreement; they understand its content and meaning; and they have executed it of their own free will in accordance with their own judgment, after having the opportunity to obtain the advice of counsel and having actually received the advice of counsel. The parties acknowledge that they have not been coerced, influenced or induced to execute this Agreement by any improper action.
|
10.04
|
To facilitate the execution of this Agreement by the parties, the parties may execute it in subparts, and the signature transmitted by facsimile shall have the same force and effect as the original signature.
|
10.05
|
This Agreement shall be subject to, governed by and construed according to the laws of Nevada or, where applicable, federal statutory and common law. Any dispute regarding or relating to this Agreement shall be non-exclusively adjudicated in a court of competent jurisdiction in the State of Nevada.
|
10.06
|
No term or provision hereof shall be construed to be waived by any party, and no breach shall be excused by a party, unless such waiver or consent in writing, signed on behalf of the party against whom the waiver is asserted. No consent by either party to, or waiver of, a breach by either party, whether express or implied, will constitute consent to, waiver of, or excuse of any other, different, or subsequent breach by any party.
|
10.07
|
The schedules form part of this Agreement and shall have the same force and effect as if expressly set out in the body of this Agreement, and any reference to this Agreement shall include the schedules.
|
10.08
|
This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior negotiations and agreements unless otherwise provided. Each party acknowledges and agrees by executing this Agreement that it is not relying upon any representation or promise whatsoever that is not contained herein and that any such representation or promise is acknowledged to be immaterial. Accordingly, each party to this Agreement waives the defense or claims of fraud in inducement or mistake of law or fact to any claim arising out of, based on, or related to this Agreement, except with respect to the express representations set forth in this Agreement.
|
Wynn Las Vegas, LLC,
|
a Nevada limited liability company
|
|
By: Wynn Resorts Holdings, LLC,
|
a Nevada limited liability company, its sole member
|
|
By: Wynn Resorts, Limited,
|
a Nevada corporation, its sole member
|
|
|
By: /s/ Stephen Cootey
|
Its: Chief Financial Officer, SVP and Treasurer
|
|
|
|
Wynn Resorts, Limited,
|
a Nevada corporation
|
|
By: /s/ Stephen Cootey
|
Its: Chief Financial Officer, SVP and Treasurer
|
|
|
Licensing Fee:
|
Licensee shall pay a monthly Licensing Fee to Licensor equal to three percent (3%) of Licensee’s IP gross monthly revenues, provided however, that such fee shall be reduced to one and one-half percent (1.5%) of Licensee’s IP gross monthly revenues so long as the 2004 Intellectual Property License Agreement is in effect and had not been terminated.
For the avoidance of doubt, a reference to “IP gross monthly revenues” refers to the Licensee’s IP gross revenues at the end of each calendar month. “IP gross revenues” refers to Licensee’s total operating revenues as adjusted by adding back discounts and promotional allowances. The calculation of Licensee’s operating revenues, promotional allowances, and discounts in connection with the IP gross revenues in connection with this Agreement shall always be consistent with the Licensee’s accounting policies. If any subsidiary of the Licensee requires the Licensed Property, “IP gross revenue” and “IP monthly gross revenue” will be interpreted to include the gross revenues of such subsidiary. |
Timing of Payments:
|
The Licensing Fee shall be payable by Licensee not later than the last business day of the month following the month in which it was earned. The Licensor shall inform Licensee of the account or accounts to be used by Licensee for payment.
|
|
|
|
|
1.
|
Termination of Agreement
. The Wynn Entities and the Manager agree that the Agreement shall terminate and be of no further force or effect as of February 26, 2015.
|
2.
|
Counterparts
. This Termination may be executed in one or more counterparts, each of which independently shall be deemed to be an original.
|
Wynn RESORTS, LIMITED,
|
a Nevada corporation
|
|
By: /s/ Stephen Cootey
|
Name: Stephen Cootey
|
Title: Chief Financial Officer, SVP and Treasurer
|
|
|
Wynn Las Vegas, LLC,
|
a Nevada limited liability company
|
|
|
By: Wynn Resorts Holdings, LLC,
|
a Nevada limited liability company,
|
its sole member
|
|
|
By: Wynn Resorts, Limited,
|
a Nevada corporation,
|
its sole member
|
|
|
By: /s/ Stephen Cootey
|
Name: Stephen Cootey
|
Title: Chief Financial Officer, SVP and Treasurer
|
|
|
Wynn Show Performers, LLC,
|
a Nevada limited liability company
|
|
|
By: Wynn Las Vegas, LLC,
|
a Nevada limited liability company,
|
its sole member
|
|
By: Wynn Resorts Holdings, LLC,
|
a Nevada limited liability company,
|
its sole member
|
|
By: Wynn Resorts, Limited,
|
a Nevada corporation,
|
its sole member
|
|
|
By: /s/ Stephen Cootey
|
Name: Stephen Cootey
|
Title: Chief Financial Officer, SVP and Treasurer
|
Wynn Las Vegas Capital Corp.,
|
a Nevada corporation
|
|
By: /s/ Stephen Cootey
|
Name: Stephen Cootey
|
Title: Chief Financial Officer and Treasurer
|
|
Wynn Golf, LLC,
|
a Nevada limited liability company
|
|
By: Wynn Resorts, Limited,
|
a Nevada corporation,
|
its sole member
|
|
By: /s/ Stephen Cootey
|
Name: Stephen Cootey
|
Title: Chief Financial Officer, SVP and Treasurer
|
|
|
World Travel, LLC,
|
a Nevada limited liability company
|
|
By: Wynn Las Vegas, LLC,
|
a Nevada limited liability company,
|
its sole member
|
|
By: Wynn Resorts Holdings, LLC,
|
a Nevada limited liability company,
|
its sole member
|
|
By: Wynn Resorts, Limited,
|
a Nevada corporation,
|
its sole member
|
|
By: /s/ Stephen Cootey
|
Name: Stephen Cootey
|
Title: Chief Financial Officer, SVP and Treasurer
|
|
|
|
|
|
|
|
|
|
LAS VEGAS JET, LLC,
|
a Nevada limited liability company
|
|
By: Wynn Resorts, Limited,
|
a Nevada corporation,
|
its sole member
|
|
By: /s/ Stephen Cootey
|
Name: Stephen Cootey
|
Title: Chief Financial Officer, SVP and Treasurer
|
|
|
Wynn Sunrise, LLC,
|
a Nevada limited liability company
|
|
By: Wynn Las Vegas, LLC
|
a Nevada limited liability company,
|
its sole member
|
|
By: Wynn Resorts Holdings, LLC,
|
a Nevada limited liability company,
|
its sole member
|
|
By: Wynn Resorts, Limited,
|
a Nevada corporation,
|
its sole member
|
|
By: /s/ Stephen Cootey
|
Name: Stephen Cootey
|
Title: Chief Financial Officer, SVP and Treasurer
|
|
Exhibit A
|
1. Wynn Show Performers, LLC, a Nevada limited liability company.
|
2. Wynn Las Vegas Capital Corp., a Nevada corporation.
|
3. Wynn Golf, LLC, a Nevada limited liability company.
|
4. World Travel, LLC, a Nevada limited liability company.
|
5. Las Vegas Jet, LLC, a Nevada limited liability company.
|
6. Wynn Sunrise, LLC, a Nevada limited liability company.
|
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:
|
|
May 8, 2015
|
|
/s/ Stephen Cootey
|
|
||
Name:
|
|
Stephen Cootey
|
|
Title:
|
|
Chief Financial Officer and Treasurer
|
|
|
|
(Principal Financial and Accounting Officer)
|
|
Date:
|
|
May 8, 2015
|
|