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Item 1. Financial Statements

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Item 1. Financial Statements

WYNN RESORTS, LIMITED AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except share data)

September 30, 2024December 31, 2023
(unaudited)
ASSETS
Current assets:
Cash and cash equivalents$2,407,289$2,879,186
Restricted cash1,205,93018
Investments—845,192
Accounts receivable, net of allowance for credit losses of $39,186 and $40,075, respectively388,858341,712
Inventories75,47975,552
Prepaid expenses and other113,11799,961
Total current assets4,190,6734,241,621
Property and equipment, net6,517,8306,688,479
Restricted cash95,49490,208
Goodwill and intangible assets, net280,386329,708
Operating lease assets1,803,4411,832,896
Deferred income taxes, net463,098500,877
Other assets760,477312,434
Total assets$14,111,399$13,996,223
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
Accounts and construction payables$212,989$208,263
Customer deposits538,136543,288
Gaming taxes payable157,134172,832
Accrued compensation and benefits185,210212,645
Accrued interest124,325141,902
Current portion of long-term debt1,239,054709,593
Other accrued liabilities286,457211,931
Total current liabilities2,743,3052,200,454
Long-term debt10,547,50811,028,744
Long-term operating lease liabilities1,620,4151,631,749
Other long-term liabilities265,649236,210
Total liabilities15,176,87715,097,157
Commitments and contingencies (Note 15)
Stockholders' 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; 133,532,047 and 132,998,916 shares issued; 109,922,076 and 111,737,245 shares outstanding, respectively1,3351,330
Treasury stock, at cost; 23,609,971 and 21,261,671 shares, respectively(2,037,046)(1,836,326)
Additional paid-in capital3,685,2423,647,161
Accumulated other comprehensive income (loss)(4,409)3,406
Accumulated deficit(1,926,524)(2,066,953)
Total Wynn Resorts, Limited stockholders' deficit(281,402)(251,382)
Noncontrolling interests(784,076)(849,552)
Total stockholders' deficit(1,065,478)(1,100,934)
Total liabilities and stockholders' deficit$14,111,399$13,996,223

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

WYNN RESORTS, LIMITED AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share data)

(unaudited)

Three Months Ended September 30,Nine Months Ended September 30,
2024202320242023
Operating revenues:
Casino$1,018,754$972,453$3,149,166$2,652,444
Rooms284,765289,338916,700838,372
Food and beverage262,597267,432810,939757,079
Entertainment, retail and other127,207142,713412,359443,542
Total operating revenues1,693,3231,671,9365,289,1644,691,437
Operating expenses:
Casino617,469577,7331,907,4261,594,761
Rooms83,37677,790245,991224,275
Food and beverage220,187220,835647,351605,376
Entertainment, retail and other56,18482,554190,137261,035
General and administrative271,829268,445808,172785,538
Provision for credit losses1,8368704,352(6,314)
Pre-opening2,4578676,0506,822
Depreciation and amortization156,273171,969507,611510,743
Impairment of goodwill and intangible assets—93,990—94,490
Property charges and other150,475114,288206,238132,265
Total operating expenses1,560,0861,609,3414,523,3284,208,991
Operating income133,23762,595765,836482,446
Other income (expense):
Interest income30,72946,534105,785130,854
Interest expense, net of amounts capitalized(167,922)(188,571)(524,922)(566,554)
Change in derivatives fair value(5,523)(50,637)(7,920)(3,255)
(Loss) gain on debt financing transactions(109)2,928(1,670)(12,683)
Other21,3003,86125,323(19,794)
Other income (expense), net(121,525)(185,885)(403,404)(471,432)
Income before income taxes11,712(123,290)362,43211,014
(Provision) benefit for income taxes(17,127)2,749(45,076)(2,574)
Net income (loss)(5,415)(120,541)317,3568,440
Less: net (income) loss attributable to noncontrolling interests(26,638)3,863(93,250)(7,602)
Net income (loss) attributable to Wynn Resorts, Limited$(32,053)$(116,678)$224,106$838
Basic and diluted net income (loss) per common share:
Net income (loss) attributable to Wynn Resorts, Limited:
Basic$(0.29)$(1.03)$2.03$0.01
Diluted$(0.29)$(1.03)$2.02$0.01
Weighted average common shares outstanding:
Basic109,727112,797110,559112,813
Diluted109,727112,797110,810113,132

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

WYNN RESORTS, LIMITED AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(in thousands)

(unaudited)

Three Months Ended September 30,Nine Months Ended September 30,
2024202320242023
Net income (loss)$(5,415)$(120,541)$317,356$8,440
Other comprehensive income (loss):
Foreign currency translation adjustments, before and after tax(9,314)(2,319)(10,968)9,249
Total comprehensive income (loss)(14,729)(122,860)306,38817,689
Less: comprehensive income (loss) attributable to noncontrolling interests(23,946)4,484(90,097)(10,229)
Comprehensive income (loss) attributable to Wynn Resorts, Limited$(38,675)$(118,376)$216,291$7,460

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

WYNN RESORTS, LIMITED AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT

(in thousands, except share data)

(unaudited)

For the three months ended September 30, 2024
Common stock
Shares outstandingPar valueTreasury stockAdditional paid-in capitalAccumulated other comprehensive income (loss)Accumulated deficitTotal Wynn Resorts, Ltd. stockholders' deficitNoncontrolling interestsTotal stockholders' deficit
Balances, July 1, 2024111,375,062$1,335$(1,918,595)$3,672,049$2,213$(1,866,826)$(109,824)$(792,138)$(901,962)
Net income (loss)—————(32,053)(32,053)26,638(5,415)
Currency translation adjustment————(6,622)—(6,622)(2,692)(9,314)
Issuance of restricted stock39,880————————
Cancellation of restricted stock(19,042)————————
Shares repurchased by the Company and held as treasury shares(1,473,824)—(118,451)———(118,451)—(118,451)
Cash dividends declared—————(27,645)(27,645)(14,405)(42,050)
Distribution to noncontrolling interest———————(1,960)(1,960)
Transactions with subsidiary minority shareholders———439——439(439)—
Stock-based compensation———12,754——12,75492013,674
Balances, September 30, 2024109,922,076$1,335$(2,037,046)$3,685,242$(4,409)$(1,926,524)$(281,402)$(784,076)$(1,065,478)
For the three months ended September 30, 2023
Common stock
Shares outstandingPar valueTreasury stockAdditional paid-in capitalAccumulated other comprehensive incomeAccumulated deficitTotal Wynn Resorts, Ltd. stockholders' deficitNoncontrolling interestsTotal stockholders' deficit
Balances, July 1, 2023113,942,935$1,329$(1,635,966)$3,619,241$7,916$(2,622,773)$(630,253)$(876,911)$(1,507,164)
Net loss—————(116,678)(116,678)(3,863)(120,541)
Currency translation adjustment————(1,698)—(1,698)(621)(2,319)
Issuance of restricted stock40,0991—(1)—————
Cancellation of restricted stock(2,402)————————
Shares repurchased by the Company and held as treasury shares(623,417)—(58,925)———(58,925)—(58,925)
Cash dividends declared—————(28,487)(28,487)—(28,487)
Distribution to noncontrolling interest———————(6,984)(6,984)
Stock-based compensation———14,277——14,2771,09415,371
Balances, September 30, 2023113,357,215$1,330$(1,694,891)$3,633,517$6,218$(2,767,938)$(821,764)$(887,285)$(1,709,049)

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

WYNN RESORTS, LIMITED AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT

(in thousands, except share data)

(unaudited)

For the nine months ended September 30, 2024
Common stock
Shares outstandingPar valueTreasury stockAdditional paid-in capitalAccumulated other comprehensive income (loss)Accumulated deficitTotal Wynn Resorts, Ltd. stockholders' deficitNoncontrolling interestsTotal stockholders' deficit
Balances, January 1, 2024111,737,245$1,330$(1,836,326)$3,647,161$3,406$(2,066,953)$(251,382)$(849,552)$(1,100,934)
Net income—————224,106224,10693,250317,356
Currency translation adjustment————(7,815)—(7,815)(3,153)(10,968)
Exercise of stock options17,285——1,017——1,017—1,017
Issuance of restricted stock544,8585—8,010——8,015—8,015
Cancellation of restricted stock(29,012)————————
Shares repurchased by the Company and held as treasury shares(2,348,300)—(200,720)———(200,720)—(200,720)
Cash dividends declared—————(83,677)(83,677)(28,781)(112,458)
Distribution to noncontrolling interest———————(10,601)(10,601)
Transactions with subsidiary minority shareholders———(11,508)——(11,508)11,508—
Stock-based compensation———40,562——40,5623,25343,815
Balances, September 30, 2024109,922,076$1,335$(2,037,046)$3,685,242$(4,409)$(1,926,524)$(281,402)$(784,076)$(1,065,478)
For the nine months ended September 30, 2023
Common stock
Shares outstandingPar valueTreasury stockAdditional paid-in capitalAccumulated other comprehensive income (loss)Accumulated deficitTotal Wynn Resorts, Ltd. stockholders' deficitNoncontrolling interestsTotal stockholders' deficit
Balances, January 1, 2023113,369,439$1,323$(1,623,872)$3,583,923$(404)$(2,711,808)$(750,838)$(889,527)$(1,640,365)
Net income—————8388387,6028,440
Currency translation adjustment————6,622—6,6222,6279,249
Exercise of stock options32,284——1,965——1,965—1,965
Issuance of restricted stock708,4287—6,631——6,638—6,638
Cancellation of restricted stock(16,991)————————
Shares repurchased by the Company and held as treasury shares(742,126)—(71,019)———(71,019)—(71,019)
Cash dividends declared—————(56,968)(56,968)—(56,968)
Distribution to noncontrolling interest———(2,994)——(2,994)(12,935)(15,929)
Transactions with subsidiary minority shareholders6,181——(754)——(754)754—
Stock-based compensation———44,746——44,7464,19448,940
Balances, September 30, 2023113,357,215$1,330$(1,694,891)$3,633,517$6,218$(2,767,938)$(821,764)$(887,285)$(1,709,049)

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

WYNN RESORTS, LIMITED AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(unaudited)

Nine Months Ended September 30,
20242023
Cash flows from operating activities:
Net income$317,356$8,440
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization507,611510,743
Deferred income taxes37,780(198)
Stock-based compensation expense44,20649,139
Amortization of debt issuance costs30,13829,251
Loss on debt financing transactions1,67012,683
Provision for credit losses4,352(6,314)
Change in derivatives fair value7,9203,255
Impairment of goodwill and intangible assets—94,490
Property charges and other110,398146,298
Increase (decrease) in cash from changes in:
Receivables, net408(29,513)
Inventories, prepaid expenses and other1,968(34,118)
Customer deposits(7,301)12,265
Accounts payable and accrued expenses(109,331)10,129
Net cash provided by operating activities947,175806,550
Cash flows from investing activities:
Capital expenditures, net of construction payables and retention(292,690)(329,428)
Investment in unconsolidated affiliates(454,980)(52,270)
Purchase of investments—(786,519)
Proceeds from maturity of investments850,000—
Purchase of intangible and other assets(2,615)(10,651)
Proceeds from sale of assets and other26,797490
Net cash provided by (used in) investing activities126,512(1,178,378)
Cash flows from financing activities:
Proceeds from issuance of long-term debt1,283,7941,200,000
Repayments of long-term debt(1,251,210)(1,522,812)
Repurchase of common stock(198,249)(71,019)
Proceeds from exercise of stock options1,0171,965
Distribution to noncontrolling interest(10,601)(15,929)
Dividends paid(112,045)(56,720)
Finance lease payments(14,498)(14,407)
Payments for financing costs(31,459)(41,160)
Other(4,486)(7,773)
Net cash used in financing activities(337,737)(527,855)
Effect of exchange rate on cash, cash equivalents and restricted cash3,351(3,721)
Cash, cash equivalents and restricted cash:
Increase (decrease) in cash, cash equivalents and restricted cash739,301(903,404)
Balance, beginning of period2,969,4123,782,990
Balance, end of period$3,708,713$2,879,586

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

WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

Note 1 - Organization

Wynn Resorts, Limited, a Nevada corporation (together with its subsidiaries, "Wynn Resorts" or the "Company"), is a designer, developer, and operator of integrated resorts featuring luxury hotel rooms, high-end retail space, an array of dining and entertainment options, meeting and convention facilities, and gaming.

In the Macau Special Administrative Region of the People's Republic of China ("Macau"), the Company owns approximately 72% of Wynn Macau, Limited ("WML"), which includes the operations of the Wynn Palace and Wynn Macau resorts. The Company refers to Wynn Palace and Wynn Macau as its Macau Operations. In Las Vegas, Nevada, the Company operates and, with the exception of certain retail space, owns 100% of Wynn Las Vegas. The Company is a 50.1% owner and managing member of a joint venture that owns and leases certain retail space at Wynn Las Vegas (the "Retail Joint Venture"). The Company refers to Wynn Las Vegas, Encore, an expansion at Wynn Las Vegas, and the Retail Joint Venture as its Las Vegas Operations. In Everett, Massachusetts, the Company operates Encore Boston Harbor, an integrated resort.

The Company has a 40% equity interest in Island 3 AMI FZ-LLC ("Island 3"), an unconsolidated affiliate, which is constructing an integrated resort property ("Wynn Al Marjan Island") in Ras Al Khaimah, United Arab Emirates, currently expected to open in 2027.

Note 2 - Basis of Presentation and Significant Accounting Policies

Basis of Presentation

The accompanying condensed consolidated financial statements have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles ("GAAP") have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures herein are adequate to make the information presented not misleading. In the opinion of management, the accompanying condensed consolidated financial statements reflect all adjustments, which are of a normal recurring nature, necessary to a fair presentation of the results for the interim periods presented. The results for the three and nine months ended September 30, 2024 are not necessarily indicative of results to be expected for any other interim period or the full fiscal year ending December 31, 2024. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto in the Company's Annual Report on Form 10-K for the year ended December 31, 2023.

Principles of Consolidation

The accompanying condensed consolidated financial statements include the accounts of the Company, its majority-owned subsidiaries, and entities the Company identifies as variable interest entities ("VIEs") of which the Company is determined to be the primary beneficiary. For information on the Company's VIEs, see Note 16, "Retail Joint Venture." If the entity does not qualify for consolidation and the Company has significant influence over the operating and financial decisions of the entity, the Company accounts for the entity under the equity method. All significant intercompany accounts and transactions have been eliminated. Certain amounts in the condensed consolidated financial statements for the three and nine months ended September 30, 2023 have been reclassified to be consistent with the current period presentation. These reclassifications had no effect on previously reported net income or operating income.

Use of Estimates

The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates and assumptions reflected in the financial statements relate to and include, but are not limited to, inputs into the Company's estimated allowance for deferred tax assets and credit losses, estimates regarding the useful lives and recoverability of long-lived and intangible assets, valuations of derivatives, and litigation and contingency estimates.

WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

Gaming Taxes

The Company is subject to taxes based on gross gaming revenues in the jurisdictions in which it operates, subject to applicable jurisdictional adjustments. These gaming taxes are recorded as casino expenses in the accompanying Condensed Consolidated Statements of Operations. These taxes totaled $437.2 million and $415.0 million for the three months ended September 30, 2024 and 2023, respectively, and $1.36 billion and $1.12 billion for the nine months ended September 30, 2024 and 2023, respectively.

Investments

The Company received proceeds of $300.0 million upon the maturity of its investments in debt securities and $550.0 million upon the maturity of its investments in fixed deposits during the nine months ended September 30, 2024. The Company held no short-term investments as of September 30, 2024.

As of December 31, 2023, the Company held $550.0 million in fixed deposits, recorded at fair value, and $295.2 million in debt securities, recorded at amortized cost within Investments on the Condensed Consolidated Balance Sheets. The estimated fair value of the Company's debt securities as of December 31, 2023 was approximately $294.8 million and the gross unrecognized holding loss was $0.4 million. As of December 31, 2023, the Company had $8.7 million in accrued interest on its debt securities, recorded in Investments on the Condensed Consolidated Balance Sheets.

As of the balance sheet date, the Company evaluates whether the unrealized losses are attributable to credit losses or other factors. The Company considers the severity of the decline in value, creditworthiness of the issuer and other relevant factors and records an allowance for credit losses, limited to the excess of amortized cost over fair value, with a corresponding charge to earnings. The allowance may be subsequently increased or decreased based on the prevailing facts and circumstances. During the three and nine months ended September 30, 2024 and 2023, no impairment was recognized.

Goodwill

Goodwill represents the excess of the purchase price in a business combination over the fair value of the tangible and intangible assets acquired and the liabilities assumed. Goodwill is not amortized, but rather is subject to impairment testing annually, or more frequently if events or changes in circumstances indicate that this asset may be impaired. As of September 30, 2024 and December 31, 2023, the Company had a goodwill balance of $18.5 million, recorded in Goodwill and intangible assets, net on the Condensed Consolidated Balance Sheets. During the three and nine months ended September 30, 2024, no impairment was recognized.

Investment in Unconsolidated Affiliate

The Company accounts for its investment in Island 3 using the equity method. Under the equity method, the investment's carrying value is adjusted for the Company’s share of the investee's earnings and losses, capital contributions to and distributions from the investee, and capitalization of interest cost incurred by the Company during the investee's initial development period. As of September 30, 2024 and December 31, 2023, the Company had an investment in unconsolidated affiliate of $542.1 million and $90.9 million, respectively, recorded in non-current other assets in the accompanying Condensed Consolidated Balance Sheets.

Recently Issued Accounting Standards

The Company’s management has evaluated the recently issued, but not yet effective, accounting standards that have been issued or proposed by the Financial Accounting Standards Board or other standard-setting bodies through the filing date of these financial statements and does not believe the future adoption of any such pronouncements will have a material effect on the Company’s financial position, results of operations and cash flows.

WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

Note 3 - Cash, Cash Equivalents and Restricted Cash

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

September 30, 2024December 31, 2023
Cash and cash equivalents:
Cash (1)$1,895,060$1,076,474
Cash equivalents (2)512,2291,802,712
Total cash and cash equivalents2,407,2892,879,186
Restricted cash (3)1,301,42490,226
Total cash, cash equivalents and restricted cash$3,708,713$2,969,412
(1) Cash consists of cash on hand and bank deposits. (2) Cash equivalents consist of bank time deposits and money market funds. (3) Restricted cash consists of cash subject to certain contractual restrictions, cash collateral associated with obligations, cash held in trusts in accordance with WML's share award plans, and as of September 30, 2024 and December 31, 2023 included $87.5 million and $87.0 million in the form of a first demand bank guarantee in favor of the Macau government to support the legal and contractual obligations of Wynn Resorts (Macau) S.A. ("Wynn Macau SA") through the term of Wynn Macau SA's gaming concession contract. As of September 30, 2024, restricted cash also included $605.9 million and $600.0 million of cash held in trust accounts for the repurchase or payment of the Wynn Las Vegas 5 1/2% Senior Notes due 2025 and WML 4 7/8% Senior Notes due 2024, respectively, in October 2024. For additional information, see Note 6, "Long-Term Debt."

The following table presents the supplemental cash flow disclosures of the Company (in thousands):

Nine Months Ended September 30,
20242023
Cash paid for interest, net of amounts capitalized$513,893$536,021
Liability settled with shares of common stock$8,015$6,639
Accounts and construction payables related to property and equipment$68,853$58,518
Other liabilities related to intangible assets (1)$201,329$207,106
Net settlement of liabilities in connection with an asset sale$27,665$—
Finance lease liabilities arising from obtaining finance lease assets$55,681$8,191

(1) For the nine months ended September 30, 2024 and 2023, included $201.3 million and $204.2 million, respectively, related to the Macau gaming premium in connection with Wynn Macau SA's gaming concession contract.

Note 4 - Receivables, net

Accounts Receivable and Credit Risk

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

September 30, 2024December 31, 2023
Casino$225,754$218,694
Hotel46,85254,596
Other155,438108,497
428,044381,787
Less: allowance for credit losses(39,186)(40,075)
$388,858$341,712

As of September 30, 2024 and December 31, 2023, approximately 72.4% and 68.2%, respectively, of the Company's markers were due from customers residing outside the United States, primarily in Asia. Business or economic conditions or other significant events in the countries in which the Company's customers reside could affect the collectability of such receivables.

The Company’s allowance for casino credit losses was 15.9% of gross casino receivables as of September 30, 2024 and December 31, 2023. Although the Company believes that its allowance is adequate, it is possible the estimated amounts of cash collections with respect to receivables could change. The Company’s allowance for credit losses from its hotel and other receivables is not material.

WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

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

September 30,
20242023
Balance at beginning of year$40,075$78,842
Provision for credit losses4,352(6,314)
Write-offs(10,013)(23,262)
Recoveries of receivables previously written off4,69310,521
Effect of exchange rate79(169)
Balance at end of period$39,186$59,618

Note 5 - Property and Equipment, net

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

September 30, 2024December 31, 2023
Buildings and improvements$8,538,141$8,459,085
Land and improvements1,233,2741,228,652
Furniture, fixtures and equipment3,358,8133,311,478
Airplanes110,623110,623
Construction in progress234,123162,592
13,474,97413,272,430
Less: accumulated depreciation(6,957,144)(6,583,951)
$6,517,830$6,688,479

As of September 30, 2024 and December 31, 2023, construction in progress consisted primarily of costs capitalized for various capital enhancements at the Company's properties. During the nine months ended September 30, 2024, the Company expensed $61.5 million of project costs related to a discontinued development project, inclusive of $4.7 million of internally allocated overhead, that had been previously capitalized. The expense was recorded in Property charges and other expenses in the accompanying Condensed Consolidated Statements of Operations for the nine months ended September 30, 2024.

Depreciation expense for the three months ended September 30, 2024 and 2023 was $142.6 million and $156.0 million, respectively, and depreciation expense for the nine months ended September 30, 2024 and 2023 was $462.9 million and $465.0 million, respectively.

WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

Note 6 - Long-Term Debt

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

September 30, 2024December 31, 2023
Macau Related:
WM Cayman II Revolver, due 2028 (1)$1,150,962$1,497,610
WML 4 7/8% Senior Notes, due 2024 (2)600,000600,000
WML 5 1/2% Senior Notes, due 20261,000,0001,000,000
WML 5 1/2% Senior Notes, due 2027750,000750,000
WML 5 5/8% Senior Notes, due 20281,350,0001,350,000
WML 5 1/8% Senior Notes, due 20291,000,0001,000,000
WML 4 1/2% Convertible Bonds, due 2029 (3)600,000600,000
U.S. and Corporate Related:
WRF Credit Facilities (4):
WRF Term Loan, due 2024—73,683
WRF Term Loan, due 2027773,438730,692
WLV 5 1/2% Senior Notes, due 2025 (2)583,3101,380,001
WLV 5 1/4% Senior Notes, due 2027880,000880,000
WRF 5 1/8% Senior Notes, due 2029750,000750,000
WRF 7 1/8% Senior Notes, due 20311,000,000600,000
WRF 6 1/4% Senior Notes, due 2033800,000—
Retail Term Loan, due 2027 (5)615,000615,000
11,852,71011,826,986
WML Convertible Bond Conversion Option Derivative75,89473,744
Less: Unamortized debt issuance costs and original issue discounts and premium, net(142,042)(162,393)
11,786,56211,738,337
Less: Current portion of long-term debt(1,239,054)(709,593)
Total long-term debt, net of current portion$10,547,508$11,028,744

(1) As of September 30, 2024, the borrowings under the WM Cayman II Revolver bear interest at the term secured overnight financing rate ("Term SOFR") plus a credit adjustment spread of 0.10% or HIBOR, in each case plus a margin of 1.875% to 2.875% per annum based on WM Cayman II’s leverage ratio on a consolidated basis. Approximately $239.1 million and $911.9 million of the WM Cayman II Revolver bears interest at a rate of Term SOFR plus 1.975% per year and HIBOR plus 1.875% per year, respectively. As of September 30, 2024, the weighted average interest rate was approximately 6.33%. As of September 30, 2024, the available borrowing capacity under the WM Cayman II Revolver was $353.6 million.

(2) In October 2024, the Company repaid or repurchased the 2024 WML Senior Notes and 2025 WLV Senior Notes using short-term restricted cash held at WML and WRF, respectively.

(3) As of September 30, 2024, the net carrying amount of the WML Convertible Bonds was $493.5 million, with unamortized debt discount and debt issuance costs of $106.5 million. The Company recorded contractual interest expense of $6.8 million and $6.8 million and amortization of discounts and issuance costs of $4.8 million and $4.4 million during the three months ended September 30, 2024 and 2023, respectively, and contractual interest expense of $20.3 million and $15.3 million and amortization of discounts and issuance costs of $14.0 million and $9.7 million during the nine months ended September 30, 2024 and 2023, respectively.

(4) The WRF Credit Facilities bear interest at a rate of Term SOFR plus 1.85% per year. As of September 30, 2024, the weighted average interest rate was approximately 6.70%. Additionally, as of September 30, 2024, the available borrowing capacity under the WRF Revolver was $735.3 million, net of $14.7 million in outstanding letters of credit.

(5) As of September 30, 2024, the Retail Term Loan bore interest at a rate of adjusted daily simple secured overnight financing rate ("SOFR") plus 1.80% per year, for an all-in interest rate of 5.54%. On October 2, 2024, the borrowers amended the term loan agreement to, among other things, extend the scheduled maturity of the Retail Term Loan to 2027 and change the interest rate on the Retail Term Loan to one-month term SOFR plus 2.15% per year, as further described below.

WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

WM Cayman II Revolver Facility Agreement Amendment

On September 20, 2024, WM Cayman II, as borrower and WML, as guarantor, entered into an amendment agreement (the “Second Amendment Agreement”) to its existing facility agreement dated as of September 16, 2021, as amended on May 5, 2022 and as amended and restated on June 27, 2023 (the "Existing Facility Agreement"), to extend the maturity date of the outstanding loans under the Existing Facility Agreement from September 16, 2025 to September 16, 2028, or the immediately preceding business day if September 16, 2028 is not a business day. In connection with the Second Amendment Agreement, the Company recorded debt issuance costs of $19.2 million within the Condensed Consolidated Balance Sheet.

WML Senior Notes

On October 1, 2024, WML paid the $600.0 million aggregate principal amount of WML's 4 7/8% Senior Notes due 2024 on their stated maturity date using short-term restricted cash held at WML.

WRF Credit Facility Agreement Amendment

On September 16, 2024, Wynn Resorts Finance, LLC ("WRF") and certain of its subsidiaries entered into an amendment (the "WRF Credit Facility Agreement Amendment") to its existing credit agreement (the "WRF Credit Facility Agreement") among Deutsche Bank AG New York Branch, as administrative agent and collateral agent, and the other lenders party thereto.

The WRF Credit Facility Agreement Amendment extended the stated maturity of $68.7 million aggregate principal amount of revolving commitments and $71.8 million aggregate principal of term loan commitments from September 20, 2024 to September 20, 2027. In connection with the WRF Credit Facility Agreement Amendment, the Company recognized a loss on debt financing transactions of $0.1 million within the accompanying Condensed Consolidated Statement of Operations, and the Company recorded debt issuance costs of $0.5 million within the Condensed Consolidated Balance Sheet.

WRF Senior Notes

In February 2024, WRF and its subsidiary, Wynn Resorts Capital Corp., issued an additional $400.0 million aggregate principal amount of 7 1/8% Senior Notes due 2031 (the "2031 WRF Add-On Senior Notes," and collectively with the 7 1/8% Senior Notes due 2031 (the "2031 WRF Senior Notes") and 5 1/8% Senior Notes due 2029 (the "2029 WRF Senior Notes"), the "WRF Senior Notes") pursuant to a supplemental indenture to the 2031 Senior Notes indenture dated as of February 16, 2023. The 2031 WRF Add-On Senior Notes were issued at a price equal to 103.00% of the principal amount plus accrued interest, resulting in net proceeds of $409.5 million. The net proceeds from the 2031 WRF Add-On Senior Notes, together with cash held by Wynn Resorts, were used to repurchase an aggregate $796.7 million of the outstanding principal amount of the 2025 WLV Senior Notes (as defined below) and to pay the applicable tender premium and related fees and expenses.

In connection with the issuance of the 2031 WRF Add-On Senior Notes and the repurchase of the 2025 WLV Senior Notes in February and March 2024 (as further discussed below), the Company recognized a loss on debt financing transactions of $1.6 million within the accompanying Condensed Consolidated Statements of Operations, and the Company recorded debt issuance costs of $5.6 million within the accompanying Condensed Consolidated Balance Sheet.

In September 2024, WRF and its subsidiary Wynn Resorts Capital Corp. (together the "WRF Issuers"), issued $800.0 million aggregate principal amount of 6 1/4% Senior Notes due 2033 (the "2033 WRF Senior Notes") pursuant to an indenture among the WRF Issuers, the guarantors party thereto, and U.S. Bank Trust Company, National Association, as trustee, in a private offering exempt from the registration requirements of the Securities Act of 1933, as amended. The 2033 WRF Senior Notes were issued at par, for proceeds of $795.0 million, net of $5.0 million of related fees and expenses. A portion of the proceeds from the offering of the 2033 WRF Senior Notes was classified as short-term restricted cash as of September 30, 2024 within the Condensed Consolidated Balance Sheet and was used in October 2024 to repurchase the remaining outstanding principal amount of the 2025 WLV Senior Notes (as defined below) in full. In connection with the issuance of the 2033 WRF Senior Notes, the Company recorded debt issuance costs of $8.2 million within the Condensed Consolidated Balance Sheet.

WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

WLV Senior Notes

In February and March 2024, Wynn Las Vegas repurchased $800.0 million aggregate principal amount of its 5 1/2% Senior Notes due 2025 (the "2025 WLV Senior Notes"), which consisted of i) $681.0 million aggregate principal amount of validly tendered notes repurchased at a price equal to 97.2% of the principal amount, plus accrued interest and an early tender premium of $20.3 million, and ii) $119.0 million aggregate principal amount of notes repurchased on a pro-rata basis at a price equal of 100% of the principal amount, plus accrued interest, under the terms of its indenture. Included in the $119.0 million repurchase was $3.3 million aggregate principal amount of 2025 WLV Senior Notes held by Wynn Resorts. The Company used the net proceeds from the 2031 WRF Add-On Senior Notes and cash held by WRF to purchase such validly tendered 2025 WLV Senior Notes and to pay the early tender premium and related fees and expenses.

In October 2024, Wynn Las Vegas repurchased the remaining $600.0 million aggregate principal amount of its 2025 WLV Senior Notes at a price equal to 100.0% of the principal amount, plus a “make-whole” amount and accrued interest, under the terms of its indenture. Included in the $600.0 million repurchase was $16.7 million aggregate principal amount of 2025 WLV Senior Notes held by Wynn Resorts.

Retail Term Loan Third Amendment

On October 2, 2024, Wynn/CA Plaza Property Owner, LLC and Wynn/CA Property Owner, LLC (collectively, the "Borrowers") entered into a third amendment (the "Third Retail Term Loan Amendment") to their existing term loan agreement (the "Retail Term Loan Agreement" and, as amended by the Third Amendment, the "Extended Retail Term Loan Agreement"). The Third Retail Term Loan Amendment, which is effective as of October 2, 2024, amends the Retail Term Loan Agreement to, among other things: (i) extend the scheduled maturity date of the term loan to July 24, 2027; (ii) provide for an interest rate on the term loan equal to One Month Term SOFR (as defined in, and determined in accordance with, the Extended Retail Term Loan Agreement) plus a spread of 215 basis points; and (iii) require that the Borrowers meet a specified maximum loan to value ratio annually (which, if not met, triggers a mandatory excess cash sweep until such ratio has been achieved) as well as certain specified minimum debt yields. In connection with, and as provided under, the Third Retail Term Loan Amendment, the Borrowers (a) made a principal prepayment of the term loan in the amount of $15.0 million, and (b) to mitigate interest rate risk, entered into an interest rate swap agreement maturing in February 2027, which effectively fixes the variable component of the interest rate on the term loan at 3.385% through such date.

Debt Covenant Compliance

As of September 30, 2024, management believes the Company was in compliance with all debt covenants.

Fair Value of Long-Term Debt

The estimated fair value of the Company's long-term debt as of September 30, 2024 and December 31, 2023 was approximately $11.82 billion and $11.49 billion, respectively, compared to its carrying value, excluding debt issuance costs and original issue discount and premium, of $11.85 billion and $11.83 billion, respectively. The estimated fair value of the Company's long-term debt is based on recent trades, if available, and indicative pricing from market information (Level 2 inputs).

Note 7 - WML Convertible Bond Conversion Option Derivative

The conversion feature contained within the WML Convertible Bonds (the "WML Convertible Bond Conversion Option Derivative") is not indexed to WML's equity and, as such, is required to be bifurcated from the debt host contract and accounted for as a free-standing derivative, reported at fair value as of the end of each reporting period, with changes recognized in the Condensed Consolidated Statements of Operations. The following table sets forth the inputs to the lattice models that were used to value the WML Convertible Bond Conversion Option Derivative:

WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

September 30, 2024December 31, 2023
WML stock priceHK$6.76HK$6.43
Estimated volatility33.3%34.0%
Risk-free interest rate3.0%3.3%
Expected term (years)4.45.2
Dividend yield (1)0.0%0.0%

(1) Dividend yield is assumed to be zero in the lattice model used to value the WML Convertible Bond Conversion Option Derivative, due to a dividend protection feature in the WML Convertible Bond Agreement.

As of September 30, 2024 and December 31, 2023, the estimated fair value of the embedded derivative was a liability of $75.9 million and $73.7 million, respectively, recorded in Long-term debt in the accompanying Condensed Consolidated Balance Sheets. In connection with the change in fair value, the Company recorded a loss of $3.9 million and $48.8 million for the three months ended September 30, 2024 and 2023, respectively, and a loss of $2.2 million and $2.3 million for the nine months ended September 30, 2024 and 2023, respectively, within Change in derivative fair value in the accompanying Condensed Consolidated Statements of Operations.

Note 8 - Stockholders' Deficit

Equity Repurchase Program

In April 2016, the Company's Board of Directors authorized an equity repurchase program of up to $1.00 billion, which may include repurchases by the Company of its common stock from time to time through open market purchases, privately negotiated transactions, and under plans complying with Rules 10b5-1 and 10b-18 under the Securities Exchange Act of 1934, as amended. Any shares repurchased pursuant to the equity repurchase program are held as treasury shares. During the three and nine months ended September 30, 2024, the Company repurchased 1,464,773 and 2,206,113 shares of its common stock, respectively, at average prices of $80.37 and $84.19 per share, respectively, for an aggregate cost of $117.7 million and $185.7 million, respectively, under the equity repurchase program. During the three and nine months ended September 30, 2023, the Company repurchased 596,948 shares of its common stock at an average price of $94.11 per share, for an aggregate cost of $56.2 million under the equity repurchase program. As of September 30, 2024, the Company had $247.7 million in repurchase authority remaining under the program.

On November 1, 2024, the Company’s Board of Directors authorized the Company to repurchase a total of up to $1.0 billion of the Company’s outstanding shares of common stock, increasing the previously available repurchase authorization by approximately $766 million. The equity repurchase program authorizes discretionary repurchases by the Company from time to time through open market purchases, including pursuant to plans designed to comply with Rule 10b5-1 under the Securities Exchange Act of 1934, as amended, privately negotiated transactions, accelerated share repurchases, or block trades, subject to market conditions, applicable legal requirements and other factors. The repurchase authorization has no expiration date, and the equity repurchase program may be suspended, discontinued or accelerated at any time.

Dividends

The Company paid a cash dividend of $0.25 per share in each of the quarters ended March 31, 2024, June 30, 2024, and September 30, 2024 and recorded $28.0 million in each of the quarters ended March 31, 2024 and June 30, 2024 and $27.7 million in the quarter ended September 30, 2024, against accumulated deficit.

On November 4, 2024, the Company's Board of Directors declared a cash dividend of $0.25 per share on its common stock, payable on November 27, 2024 to stockholders of record as of November 15, 2024.

Noncontrolling Interests

Wynn Macau, Limited

On September 12, 2024, WML paid a cash dividend of HK$0.075 per share for a total U.S. dollar equivalent of approximately $50.5 million. The Company's share of this dividend was $36.1 million, and the noncontrolling interest holders' share of this dividend was $14.4 million.

WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

On June 19, 2024, WML paid a cash dividend of HK$0.075 per share for a total U.S. dollar equivalent of approximately $50.4 million. The Company's share of this dividend was $36.0 million, and the noncontrolling interest holders' share of this dividend was $14.4 million.

WML Securities Lending Agreement

In connection with the offering of the WML Convertible Bonds, WM Cayman Holdings I Limited ("WM Cayman I"), a wholly owned subsidiary of the Company and holder of our approximate 72% ownership interest in WML, entered into a stock borrowing and lending agreement with Goldman Sachs International (the "WML Stock Borrower") on March 2, 2023 (as amended on March 30, 2023, the "Securities Lending Agreement"), pursuant to which WM Cayman I has agreed to lend to the WML Stock Borrower up to 459,774,985 of its ordinary share holdings in WML, upon and subject to the terms and conditions in the Securities Lending Agreement. WM Cayman I may, at its sole discretion, terminate any stock loan by giving the WML Stock Borrower no less than five business days' notice. The Securities Lending Agreement terminates on the date on which the WML Convertible Bonds have been redeemed, or converted in full, whichever is the earlier. As of the date of this report, the WML Stock Borrower held 179,774,985 WML shares under the Securities Lending Agreement.

Retail Joint Venture

During the nine months ended September 30, 2024 and 2023, the Retail Joint Venture made aggregate distributions of approximately $10.6 million and $15.9 million, respectively, to its non-controlling interest holder. For more information on the Retail Joint Venture, see Note 16, "Retail Joint Venture."

Note 9 - Fair Value Measurements

The following tables present assets and liabilities carried at fair value (in thousands):

Fair Value Measurements Using:
September 30, 2024Quoted Market Prices in Active Markets (Level 1)Other Observable Inputs (Level 2)Unobservable Inputs (Level 3)
Assets:
Cash equivalents$512,229$—$512,229$—
Restricted cash$1,301,424$1,212,316$89,108$—
Liabilities:
WML Convertible Bond Conversion Option Derivative (see Note 7)$75,894$—$—$75,894
Fair Value Measurements Using:
December 31, 2023Quoted Market Prices in Active Markets (Level 1)Other Observable Inputs (Level 2)Unobservable Inputs (Level 3)
Assets:
Cash equivalents$1,802,712$—$1,802,712$—
Restricted cash$90,226$2,170$88,056$—
Fixed deposits$550,000$—$550,000$—
Interest rate collar$5,769$—$5,769$—
Liabilities:
WML Convertible Bond Conversion Option Derivative (see Note 7)$73,744$—$—$73,744

WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

Note 10 - Customer Contract Liabilities

In providing goods and services to its customers, there is often a timing difference between the Company receiving cash and the Company recording revenue for providing services or holding events.

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

September 30, 2024December 31, 2023Increase / (decrease)September 30, 2023December 31, 2022Increase / (decrease)
Casino outstanding chips and front money deposits (1)$441,712$433,269$8,443$397,828$390,531$7,297
Advance room deposits and ticket sales (2)84,13389,640(5,507)97,70585,01912,686
Other gaming-related liabilities (3)14,82924,964(10,135)25,20831,265(6,057)
Loyalty program and related liabilities (4)29,00131,106(2,105)34,21535,083(868)
$569,675$578,979$(9,304)$554,956$541,898$13,058

(1) Casino outstanding chips generally represent amounts owed to gaming promoters and customers for chips in their possession, and casino front money deposits represent funds deposited by customers before gaming play occurs. These amounts are included in customer deposits on the Condensed Consolidated Balance Sheets and may be recognized as revenue or redeemed for cash in the future.

(2) Advance room deposits and ticket sales represent cash received in advance for goods or services to be provided in the future. These amounts are included in customer deposits on the Condensed Consolidated Balance Sheets and will be recognized as revenue when the goods or services are provided or the events are held. Decreases in this balance generally represent the recognition of revenue and increases in the balance represent additional deposits made by customers. The deposits are expected to primarily be recognized as revenue within one year.

(3) Other gaming-related liabilities generally represent unpaid wagers primarily in the form of unredeemed slot, race and sportsbook tickets or wagers for future sporting events. The amounts are included in other accrued liabilities on the Condensed Consolidated Balance Sheets.

(4) Loyalty program and related liabilities represent the deferral of revenue until the loyalty points or other complimentaries are redeemed. The amounts are included in other accrued liabilities on the Condensed Consolidated Balance Sheets and are expected to be recognized as revenue within one year of being earned by customers.

Note 11 - Stock-Based Compensation

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

Three Months Ended September 30,Nine Months Ended September 30,
2024202320242023
Casino$777$550$2,243$1,539
Rooms275197771$598
Food and beverage5973761,586$1,178
Entertainment, retail and other5519461,991$6,831
General and administrative11,47014,07537,615$38,993
Total stock-based compensation expense13,67016,14444,20649,139
Total stock-based compensation capitalized$1,3321,5633,9533,697
Total stock-based compensation costs$15,002$17,707$48,159$52,836

WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

Note 12 - Income Taxes

The Company recorded an income tax expense of $17.1 million and an income tax benefit of $2.7 million for the three months ended September 30, 2024 and 2023, respectively, and an income tax expense of $45.1 million and $2.6 million for the nine months ended September 30, 2024 and 2023, respectively. The income tax expense for the three months and nine months ended September 30, 2024 primarily relates to U.S.-based operating profits as well as an increase in non-deductible expenses. The income tax benefit and expense from the three months and nine months ended September 30, 2023 primarily related to operating profits.

The difference between the statutory tax rate of 21% and the effective tax rate of 12.4% is due to the exemption from Macau’s 12% Complementary Tax on casino gaming profits that Wynn Macau SA received partially offset by an increase in non-deductible expenses.

Note 13 - Earnings Per Share

Basic earnings per share ("EPS") is computed by dividing net income (loss) attributable to Wynn Resorts by the weighted average number of common shares outstanding during the period. Diluted EPS is computed by dividing net income (loss) attributable to Wynn Resorts, adjusted for the potential dilutive impact assuming that the conversion of the WML Convertible Bonds occurred at the later of the date of issuance or beginning of the period presented under the if-converted method, by the weighted average number of common shares outstanding during the period increased to include the number of additional shares of common stock that would have been outstanding if the potential dilutive securities had been issued, to the extent such impact is not anti-dilutive. Other potentially dilutive securities include outstanding stock options and unvested restricted stock.

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

Three Months Ended September 30,Nine Months Ended September 30,
2024202320242023
Numerator:
Net income (loss) attributable to Wynn Resorts, Limited - basic$(32,053)$(116,678)$224,106$838
Effect of dilutive securities of Wynn Resorts, Limited subsidiaries:
Assumed conversion of WML Convertible Bonds (1)————
Net income (loss) attributable to Wynn Resorts, Limited - diluted$(32,053)$(116,678)$224,106$838
Denominator:
Weighted average common shares outstanding109,727112,797110,559112,813
Potential dilutive effect of stock options, nonvested, and performance nonvested shares——251319
Weighted average common and common equivalent shares outstanding109,727112,797110,810113,132
Net income (loss) attributable to Wynn Resorts, Limited per common share, basic$(0.29)$(1.03)$2.03$0.01
Net income (loss) attributable to Wynn Resorts, Limited per common share, diluted$(0.29)$(1.03)$2.02$0.01
Anti-dilutive stock options, nonvested, and performance nonvested shares excluded from the calculation of diluted net income per share3831,255334308

(1) The assumed conversion of the WML Convertible Bonds had an anti-dilutive impact for the three and nine months ended September 30, 2024 and 2023.

WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

Note 14 - Leases

Lessor Arrangements

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

Three Months Ended September 30,Nine Months Ended September 30,
2024202320242023
Minimum rental income$34,529$33,196$102,537$98,845
Contingent rental income13,83520,70050,70774,670
Total rental income$48,364$53,896$153,244$173,515

Note 15 - Commitments and Contingencies

Litigation

In addition to the actions noted below, the Company and its affiliates are involved in litigation arising in the normal course of business. In the opinion of management, such litigation is not expected to have a material effect on the Company's financial condition, results of operations, and cash flows.

Securities Class Action

On February 20, 2018, a putative securities class action was filed against the Company and certain current and former officers of the Company in the United States District Court, Southern District of New York (which was subsequently transferred to the United States District Court, District of Nevada) by John V. Ferris and Joann M. Ferris on behalf of all persons who purchased the Company's common stock between February 28, 2014 and January 25, 2018. The complaint alleged, among other things, certain violations of federal securities laws and sought to recover unspecified damages as well as attorneys' fees, costs and related expenses for the plaintiffs. On July 28, 2021, the court dismissed certain of plaintiffs' claims, including all claims against current CEO Craig Billings and the individual directors, and allowed other claims to proceed against the Company and several of the Company's former executive officers, including Matthew Maddox, Stephen A. Wynn, Kimmarie Sinatra, and Steven Cootey. On March 2, 2023, the court granted the plaintiffs' motion for class certification and appointed lead counsel. On August 22, 2024, the parties reached an agreement to settle the action, in its entirety, for the amount of $70.0 million, of which the Company will contribute $9.4 million. The court preliminarily approved the settlement on October 10, 2024. The Company's $9.4 million net contribution toward the settlement is recorded within Property charges and other expenses within the accompanying Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2024.

Federal Investigation

From time to time, the Company receives regulatory inquiries about compliance with anti-money laundering laws. The Company received requests for information from the U.S. Attorney’s Office for the Southern District of California ("USAO") relating to its anti-money laundering policies and procedures, and beginning in 2020 received several grand jury subpoenas regarding various transactions at Wynn Las Vegas relating to certain patrons and agents who reside or operate in foreign jurisdictions. On September 6, 2024, Wynn Las Vegas entered into a non-prosecution agreement (the “NPA”) with the USAO and the United States Department of Justice (the “DOJ”) resolving such investigation. Pursuant to the NPA, Wynn Las Vegas agreed to forfeit $130.0 million in funds involved in transactions at issue and continue to make certain enhancements to its compliance program. The DOJ agreed that, subject to Wynn Las Vegas’s fulfillment of its obligations under the NPA, it will not bring any criminal charges against Wynn Las Vegas concerning the subject matter of its investigation, subject to standard reservations of rights and certain reserved claims. The NPA resolves all prior U.S. federal regulatory inquiries commenced in or about 2014 regarding compliance by Wynn Las Vegas with 18 U.S.C. § 1960 and the Bank Secrecy Act. The $130.0 million forfeiture is recorded within Property charges and other expenses within the accompanying Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2024.

WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

Note 16 - Retail Joint Venture

As of September 30, 2024 and December 31, 2023, the Retail Joint Venture had total assets of $109.9 million and $102.5 million, respectively, and total liabilities of $621.9 million. As of September 30, 2024 and December 31, 2023, the Retail Joint Venture's liabilities included total current and long-term debt of $614.5 million and $614.1 million, respectively, net of debt issuance costs, related to the outstanding borrowings under the Retail Term Loan.

Note 17 - Segment Information

The Company has identified its reportable segments based on factors such as geography, regulatory environment, the information reviewed by its chief operating decision maker, and the Company's organizational and management reporting structure.

The Company has identified the following reportable segments: (i) Wynn Macau, representing the aggregate of Wynn Macau and Encore, an expansion at Wynn Macau, which are managed as a single integrated resort; (ii) Wynn Palace; (iii) Las Vegas Operations, representing the aggregate of Wynn Las Vegas, Encore, an expansion at Wynn Las Vegas, and the Retail Joint Venture, which are managed as a single integrated resort; and (iv) Encore Boston Harbor. For geographical reporting purposes, Wynn Macau, Wynn Palace, and Other Macau (which represents the assets of the Company's Macau holding company and other ancillary entities) have been aggregated into Macau Operations. During the three months ended March 31, 2024, Wynn Interactive Ltd. no longer met the requirements for a reportable segment. As a result, its assets and results of operations are presented in Corporate and other and previous period amounts have been reclassified to be consistent with the current period presentation of the Company's reportable segments.

WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

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

Three Months Ended September 30,Nine Months Ended September 30,
2024202320242023
Operating revenues
Macau Operations:
Wynn Palace
Casino$418,043$418,043$1,336,788$1,054,007
Rooms49,14554,309153,287151,311
Food and beverage31,50626,21593,40575,028
Entertainment, retail and other (1)21,09626,20671,26082,140
519,790524,7731,654,7401,362,486
Wynn Macau
Casino296,781230,294923,851649,627
Rooms23,75531,67376,11679,774
Food and beverage19,52418,28760,54647,255
Entertainment, retail and other (1)11,89714,76240,45750,679
351,957295,0161,100,970827,335
Total Macau Operations871,747819,7892,755,7102,189,821
Las Vegas Operations:
Casino145,186168,130410,023460,606
Rooms187,123178,518617,071541,392
Food and beverage191,776203,066593,804570,695
Entertainment, retail and other (1)83,08769,252251,476211,109
Total Las Vegas Operations607,172618,9661,872,3741,783,802
Encore Boston Harbor:
Casino158,744155,986478,504488,204
Rooms24,74224,83870,22665,895
Food and beverage19,79119,86463,18464,101
Entertainment, retail and other (1)10,8449,71532,59930,441
Total Encore Boston Harbor214,121210,403644,513648,641
Corporate and other:
Entertainment, retail and other28322,77816,56769,173
Total Corporate and other28322,77816,56769,173
Total operating revenues$1,693,323$1,671,936$5,289,164$4,691,437

(1) Includes lease revenue accounted for under lease accounting guidance. For more information on leases, see Note 14, "Leases."

WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

Three Months Ended September 30,Nine Months Ended September 30,
2024202320242023
Adjusted Property EBITDAR (1)
Macau Operations:
Wynn Palace$162,283$177,048$549,112$444,713
Wynn Macau100,59477,939333,691212,274
Total Macau Operations262,877254,987882,803656,987
Las Vegas Operations202,720219,740679,315675,458
Encore Boston Harbor63,01860,498188,284193,016
Corporate and other(938)(4,864)(4,535)(40,896)
Total527,677530,3611,745,8671,484,565
Other operating expenses
Pre-opening2,4578676,0506,822
Depreciation and amortization156,273171,969507,611510,743
Impairment of goodwill and intangible assets—93,990—94,490
Property charges and other (2)150,475114,288206,238132,265
Corporate expenses and other36,18435,104109,799102,342
Stock-based compensation13,67016,14444,20649,139
Triple-net operating lease rent expense35,38135,404106,127106,318
Total other operating expenses394,440467,766980,0311,002,119
Operating income133,23762,595765,836482,446
Other non-operating income and expenses
Interest income30,72946,534105,785130,854
Interest expense, net of amounts capitalized(167,922)(188,571)(524,922)(566,554)
Change in derivatives fair value(5,523)(50,637)(7,920)(3,255)
(Loss) gain on debt financing transactions(109)2,928(1,670)(12,683)
Other21,3003,86125,323(19,794)
Total other non-operating income and expenses(121,525)(185,885)(403,404)(471,432)
Income (loss) before income taxes11,712(123,290)362,43211,014
(Provision) benefit for income taxes(17,127)2,749(45,076)(2,574)
Net income (loss)(5,415)(120,541)317,3568,440
Net income (loss) attributable to noncontrolling interests(26,638)3,863(93,250)(7,602)
Net income (loss) attributable to Wynn Resorts, Limited$(32,053)$(116,678)$224,106$838

(1) "Adjusted Property EBITDAR" is net income (loss) before interest, income taxes, depreciation and amortization, pre-opening expenses, property charges and other expenses, triple-net operating lease rent expense related to Encore Boston Harbor, management and license fees, corporate expenses and other expenses (including intercompany golf course, meeting and convention, and water rights leases), stock-based compensation, change in derivatives fair value, loss (gain) on debt financing transactions, and other non-operating income and expenses. Adjusted Property EBITDAR 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 EBITDAR as a measure of the operating performance of its segments and to compare the operating performance of its properties with those of its competitors, as well as a basis for determining certain incentive compensation. The Company also presents Adjusted Property EBITDAR because it is used by some investors to measure a company's ability to incur and service debt, make capital expenditures and meet working capital requirements. Gaming companies have historically reported EBITDAR as a supplement to GAAP. In order to view the operations of their casinos on a more stand-alone basis, gaming companies, including us, have historically excluded from their EBITDAR calculations preopening expenses, property charges, corporate expenses and stock-based compensation, that do not relate to the management of specific casino properties. However, Adjusted Property EBITDAR 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 EBITDAR does not include depreciation or interest expense and therefore does not reflect current or future capital expenditures or the cost of capital. The Company has significant uses of cash flows, including capital expenditures, triple-net operating lease rent expense related to Encore Boston Harbor, interest payments, debt principal repayments, income taxes and other non-recurring charges, which are not reflected in Adjusted Property EBITDAR. Also, the Company's calculation of Adjusted Property EBITDAR may be different from the calculation methods used by other companies and, therefore, comparability may be limited.

(2) For each of the three and nine months ended September 30, 2024, includes $130.0 million of forfeitures pursuant to the NPA, the Company's $9.4 million contribution towards a legal settlement, $12.5 million of contract termination and other costs related to the closure of Wynn Interactive's digital sports betting and casino gaming business. Property charges and other expenses for the nine months ended September 30, 2024 also included $61.5 million of expensed project costs related to a discontinued development project, partially offset by a gain of $24.6 million related to the sale of certain Wynn Interactive assets.

WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

September 30, 2024December 31, 2023
Assets
Macau Operations:
Wynn Palace$2,865,203$2,936,264
Wynn Macau1,278,3241,864,211
Other Macau1,377,807886,175
Total Macau Operations5,521,3345,686,650
Las Vegas Operations3,086,3353,173,247
Encore Boston Harbor1,979,0312,006,565
Corporate and other3,524,6993,129,761
Total$14,111,399$13,996,223

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