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EX-32.1 - CERTIFICATION OF CEO AND CFO PURSUANT TO SECTION 906 - WYNN LAS VEGAS LLCdex321.htm
EX-31.1 - CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO SECTION 302 - WYNN LAS VEGAS LLCdex311.htm
EX-31.2 - CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO SECTION 302 - WYNN LAS VEGAS LLCdex312.htm
Table of Contents

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 10-Q

 

 

 

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2010

OR

 

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from              to             

Commission File No. 333-100768

 

 

WYNN LAS VEGAS, LLC

(Exact name of registrant as specified in its charter)

 

NEVADA   88-0494875

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer

Identification No.)

3131 Las Vegas Boulevard South—Las Vegas, Nevada 89109

(Address of principal executive offices) (Zip Code)

(702) 770-7555

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

 

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days:    Yes  x    No  ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  ¨    No  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer, accelerated filer and smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer  ¨    Accelerated filer  ¨  Non-accelerated filer  x    Smaller reporting company  ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2 of the Exchange Act).    Yes  ¨    No  x

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

Wynn Resorts Holdings, LLC owns all of the membership interests of the Registrant as of August 6, 2010.

 

 

 


Table of Contents

WYNN LAS VEGAS, LLC AND SUBSIDIARIES

INDEX

 

Part I.    Financial Information

  

Item 1.

   Financial Statements   
  

Condensed Consolidated Balance Sheets (unaudited) – June 30, 2010 and December 31, 2009

   3
  

Condensed Consolidated Statements of Operations (unaudited) – Three and six months ended June 30, 2010 and 2009

   4
  

Condensed Consolidated Statements of Cash Flows (unaudited) – Six months ended June 30, 2010 and 2009

   5
   Notes to Condensed Consolidated Financial Statements (unaudited)    6

Item 2.

   Management’s Discussion and Analysis of Financial Condition and Results of Operations    24

Item 3.

   Quantitative and Qualitative Disclosures About Market Risk    34

Item 4.

   Controls and Procedures    34

Part II.    Other Information

  

Item IA

   Risk Factors    36

Item 2.

   Unregistered Sales of Equity Securities and Use of Proceeds    36

Item 6.

   Exhibits    37

Signature

   38

 

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WYNN LAS VEGAS, LLC AND SUBSIDIARIES

(A WHOLLY OWNED INDIRECT SUBSIDIARY OF WYNN RESORTS, LIMITED)

CONDENSED CONSOLIDATED BALANCE SHEETS

(amounts in thousands)

(unaudited)

 

     June 30,
2010
    December 31,
2009
 
ASSETS     

Current assets:

    

Cash and cash equivalents

   $ 50,318      $ 66,354   

Receivables, net

     100,154        110,860   

Inventories

     74,430        80,861   

Prepaid expenses and other

     19,427        25,187   
                

Total current assets

     244,329        283,262   

Property and equipment, net

     3,778,961        3,851,668   

Intangible assets, net

     13,839        14,875   

Deferred financing costs, net

     41,650        42,025   

Deposits and other assets

     56,267        58,733   

Investment in unconsolidated affiliates

     3,839        3,761   
                

Total assets

   $ 4,138,885      $ 4,254,324   
                
LIABILITIES AND MEMBER’S EQUITY     

Current liabilities:

    

Current portion of long-term debt

   $ 1,050      $ 1,050   

Accounts payable

     29,232        28,226   

Accrued interest

     19,706        17,595   

Accrued compensation and benefits

     44,539        37,521   

Gaming taxes payable

     9,812        7,111   

Other accrued expenses

     18,131        16,198   

Customer deposits and other liabilities

     56,947        101,507   

Due to affiliates, net

     26,941        21,480   
                

Total current liabilities

     206,358        230,688   

Long-term debt

     2,590,756        2,551,520   

Due to affiliates, net

     91,900        82,339   

Interest rate swap

     8,779        4,224   
                

Total liabilities

     2,897,793        2,868,771   
                

Commitments and contingencies (Note 10)

    

Member’s equity:

    

Contributed capital

     1,918,124        1,912,146   

Accumulated deficit

     (677,032     (526,593
                

Total member’s equity

     1,241,092        1,385,553   
                

Total liabilities and member’s equity

   $ 4,138,885      $ 4,254,324   
                

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

 

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WYNN LAS VEGAS, LLC AND SUBSIDIARIES

(A WHOLLY OWNED INDIRECT SUBSIDIARY OF WYNN RESORTS, LIMITED)

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(amounts in thousands)

(unaudited)

 

     Three months ended
June 30,
    Six months ended
June 30,
 
     2010     2009     2010     2009  

Operating revenues:

        

Casino

   $ 117,190      $ 124,343      $ 256,700      $ 241,824   

Rooms

     78,841        81,454        156,436        166,543   

Food and beverage

     111,477        99,945        207,420        196,854   

Entertainment, retail and other

     53,901        50,486        105,528        96,839   
                                

Gross revenues

     361,409        356,228        726,084        702,060   

Less: promotional allowances

     (43,088     (43,269     (89,156     (97,579
                                

Net revenues

     318,321        312,959        636,928        604,481   
                                

Operating costs and expenses:

        

Casino

     68,585        60,704        145,412        136,688   

Rooms

     30,852        26,658        61,450        53,002   

Food and beverage

     68,384        61,801        126,370        118,942   

Entertainment, retail and other

     33,564        33,554        69,451        63,007   

General and administrative

     57,074        57,609        116,895        122,271   

Provision for doubtful accounts

     2,642        4,497        9,282        5,081   

Management fees

     4,787        4,703        9,561        9,057   

Pre-opening costs

     1,590        —          1,969        —     

Depreciation and amortization

     67,583        78,425        146,509        155,869   

Property charges and other

     482        (6,646     1,736        7,294   
                                

Total operating costs and expenses

     335,543        321,305        688,635        671,211   
                                

Operating loss

     (17,222     (8,346     (51,707     (66,730
                                

Other income (expense):

        

Interest income

     89        2        180        14   

Interest expense, net of capitalized interest

     (46,208     (37,661     (91,284     (74,502

Decrease in swap fair value

     (2,277     —          (4,555     —     

Loss on exchange offer

     (3,152     —          (3,152     —     

Equity in income (loss) from unconsolidated affiliates

     23        (178     79        (429
                                

Other income (expense), net

     (51,525     (37,837     (98,732     (74,917
                                

Net loss

   $ (68,747   $ (46,183     $(150,439   $ (141,647
                                

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

 

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WYNN LAS VEGAS, LLC AND SUBSIDIARIES

(A WHOLLY OWNED INDIRECT SUBSIDIARY OF WYNN RESORTS, LIMITED)

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(amounts in thousands)

(unaudited)

 

     Six Months Ended
June 30,
 
     2010     2009  

Cash flows from operating activities:

    

Net loss

   $ (150,439   $ (141,647

Adjustments to reconcile net loss to net cash provided by (used in)operating activities:

    

Depreciation and amortization

     146,509        155,869   

Stock-based compensation

     5,978        4,564   

Amortization and writeoff of deferred financing costs and other

     8,374        11,560   

Equity in income from unconsolidated affiliates, net of distributions

     (79     796   

Provision for doubtful accounts

     9,282        5,081   

Property charges and other

     1,736        7,294   

Decrease in swap fair value

     4,555        —     

Increase (decrease) in cash from changes in:

    

Receivables

     1,424        7,206   

Inventories and prepaid expenses and other

     11,331        7,481   

Accounts payable and accrued expenses

     (29,791     (67,812

Due to affiliates, net

     18,183        8,287   
                

Net cash provided by (used in) operating activities

     27,063        (1,321
                

Cash flows from investing activities:

    

Capital expenditures, net of construction payables and retention

     (84,053     (172,269

Deposits and other assets

     (3,944     5,066   

Proceeds from sale of assets

     193        —     

Due to affiliates, net

     10,447        2,164   
                

Net cash used in investing activities

     (77,357     (165,039
                

Cash flows from financing activities:

    

Principal payments on long-term debt

     (20,700     (289,040

Proceeds from issuance of long-term debt

     58,947        85,542   

Capital contribution from the Parent

     —          328,451   

Payment of financing costs

     (3,989     (10,202
                

Net cash provided by financing activities

     34,258        114,751   
                

Cash and cash equivalents:

    

Decrease in cash and cash equivalents

     (16,036     (51,609

Balance, beginning of period

     66,354        123,315   
                

Balance, end of period

   $ 50,318      $ 71,706   
                

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

 

5


Table of Contents

WYNN LAS VEGAS, LLC AND SUBSIDIARIES

(A WHOLLY OWNED INDIRECT SUBSIDIARY OF WYNN RESORTS, LIMITED)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

1. Organization and Basis of Presentation

Organization

Wynn Las Vegas, LLC was formed on April 17, 2001 as a Nevada limited liability company. Unless the context otherwise requires, all references herein to the “Company” refer to Wynn Las Vegas, LLC, a Nevada limited liability company and its consolidated subsidiaries. The sole member of the Company is Wynn Resorts Holdings, LLC (“Holdings”). The sole member of Holdings is Wynn Resorts, Limited (“Wynn Resorts”). The Company was organized primarily to construct and operate “Wynn Las Vegas,” a destination resort and casino on the “Strip” in Las Vegas, Nevada. Wynn Las Vegas opened on April 28, 2005. On December 22, 2008, the Company opened Encore at Wynn Las Vegas (“Encore”), an expansion of Wynn Las Vegas. Encore is a 2,034 all-suite hotel fully integrated with Wynn Las Vegas.

Wynn Las Vegas Capital Corp. (“Wynn Capital”) is a wholly owned subsidiary of the Company incorporated on June 3, 2002, solely for the purpose of obtaining financing for Wynn Las Vegas. Wynn Capital is authorized to issue 2,000 shares of common stock, par value $0.01. At June 30, 2010, the Company owned the one share that was issued and outstanding. Wynn Capital has neither any significant net assets nor has had any operating activity. Its sole function is to serve as the co-issuer of the mortgage notes described below. Wynn Las Vegas, LLC and Wynn Capital together are hereinafter referred to as the “Issuers”.

Basis of Presentation

The accompanying condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. The Company’s investment in the 50%-owned joint venture operating the Ferrari and Maserati automobile dealership inside Wynn Las Vegas is accounted for under the equity method. All significant intercompany accounts and transactions have been eliminated.

The accompanying condensed consolidated financial statements have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America 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, all adjustments (which include only normal recurring adjustments) necessary for a fair presentation of the results for the interim periods have been made. The results for the three and six months ended June 30, 2010 are not necessarily indicative of results to be expected for the full fiscal year. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto in the Company’s Annual Report on Form 10-K for the year ended December 31, 2009.

2. Summary of Significant Accounting Policies

Accounts Receivable and Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of casino accounts receivable. The Company issues credit in the form of “markers” to approved casino customers following investigations of creditworthiness. As of June 30, 2010 and December 31, 2009, approximately 67% and 68% respectively, of the Company’s markers were due from customers residing in foreign countries, primarily in Asia. Business or economic conditions or other significant events in these countries could affect the collectibility of such receivables.

 

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Table of Contents

WYNN LAS VEGAS, LLC AND SUBSIDIARIES

(A WHOLLY OWNED INDIRECT SUBSIDIARY OF WYNN RESORTS, LIMITED)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Unaudited)

 

Accounts receivable, including casino and hotel receivables, are typically non-interest bearing and are initially recorded at cost. Accounts are written off when management deems them to be uncollectible. Recoveries of accounts previously written off are recorded when received. An allowance for doubtful accounts is maintained to reduce the Company’s receivables to their estimated carrying amount, which approximates fair value. The allowance is estimated based on specific review of customer accounts as well as management’s experience with collection trends in the casino industry and current economic and business conditions.

Inventories

Inventories consist of retail, food and beverage items, which are stated at the lower of cost or market value, and certain operating supplies. Cost is determined by the first-in, first-out, average and specific identification methods.

Revenue Recognition and Promotional Allowances

Casino revenues are measured by the aggregate net difference between gaming wins and losses, with liabilities recognized for funds deposited by customers before gaming play occurs and for chips in the customers’ possession. Hotel, food and beverage, entertainment and other operating revenues are recognized when services are performed. Advance deposits on rooms and advance ticket sales are recorded as deferred revenues until services are provided to the customer.

Revenues are recognized net of certain sales incentives which are recorded as a reduction of revenue. Consequently, the Company’s casino revenues are reduced by discounts and points earned in customer loyalty programs, such as the players club loyalty program.

The retail value of accommodations, food and beverage, and other services furnished to guests without charge is included in gross revenue and then deducted as promotional allowances. The estimated cost of providing such promotional allowances is primarily included in casino expenses as follows (amounts in thousands):

 

     Three Months Ended
June 30,
   Six Months Ended
June 30,
     2010    2009    2010    2009

Rooms

   $ 10,028    $ 10,333    $ 20,931    $ 24,717

Food and beverage

     13,819      13,857      29,510      30,985

Entertainment, retail and other

     5,050      2,205      9,871      4,905
                           

Total

   $ 28,897    $ 26,395    $ 60,312    $ 60,607
                           

Gaming Taxes

The Company is subject to taxes based on gross gaming revenues, subject to applicable adjustments. These gaming taxes are an assessment on the Company’s gaming revenues and are recorded as an expense within the “Casino” line item in the accompanying Condensed Consolidated Statements of Operations. These taxes totaled approximately $8.1 million and $8.8 million for the three months ended June 30, 2010 and 2009, respectively. For the six months ended June 30, 2010 and 2009, these taxes totaled approximately $17.8 million and $17.5 million, respectively.

 

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Table of Contents

WYNN LAS VEGAS, LLC AND SUBSIDIARIES

(A WHOLLY OWNED INDIRECT SUBSIDIARY OF WYNN RESORTS, LIMITED)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Unaudited)

 

Advertising Costs

The Company expenses advertising costs the first time the advertising takes place. Advertising costs incurred in development periods are included in pre-opening costs. Once a project is completed, advertising costs are included in general and administrative expenses. For the three months ended June 30, 2010 and 2009, advertising costs totaled approximately $2.8 million and $3.5 million, respectively. For the six months ended June 30, 2010 and 2009, advertising costs totaled approximately $6.3 million and $10.5 million, respectively.

Share-Based Compensation

The Company accounts for share based compensation related to equity shares of Wynn Resorts granted to its employees by recognizing the costs of the employee services received in exchange for the equity award instrument based on the grant date fair value of the awards over the service period. For the six months ended June 30, 2010 and 2009, the Company recorded $6 million and $4.6 million, respectively, in share based compensation with a corresponding credit to contributed capital.

Reclassifications

Certain amounts in the condensed consolidated financial statements for 2009 have been reclassified to be consistent with the current year presentation. These reclassifications had no effect on the previously reported net loss.

Recently Issued Accounting Standards

In June 2009, the Financial Accounting Standards Board (the “FASB”) issued new accounting standards regarding the consolidation of variable interest entities. These new accounting standards address the effects of elimination of the qualifying special-purpose entity concept from previous standards. These new accounting standards amend previous guidance in determining whether an enterprise has a controlling financial interest in a variable interest entity. This determination identifies the primary beneficiary of a variable interest entity as the enterprise that has both the power to direct the activities of a variable interest entity that most significantly impacts the entity’s economic performance and the ability to absorb losses or the right to receive benefits of the entity that could potentially be significant to the variable interest entity. The Company adopted the new accounting standards on January 1, 2010. The adoption of these new accounting standards did not have a material effect on the Company’s condensed consolidated financial statements.

3. Supplemental Disclosure of Cash Flow Information

Interest paid for the six months ended June 30, 2010 and 2009 totaled approximately $84.4 million and $69.5 million, respectively. Interest capitalized for the six months ended June 30, 2010 totaled approximately $0.6 million. There was no interest capitalized during the six months ended June 30, 2009.

During the six months ended June 30, 2010 and 2009, capital expenditures include a decrease of approximately $13.9 million and approximately $146.9 million, respectively, in construction payables and retention recorded through amounts due to affiliates.

 

8


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WYNN LAS VEGAS, LLC AND SUBSIDIARIES

(A WHOLLY OWNED INDIRECT SUBSIDIARY OF WYNN RESORTS, LIMITED)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Unaudited)

 

4. Receivables, net

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

 

     June 30,
2010
    December 31,
2009
 

Casino

   $ 143,851      $ 149,786   

Hotel

     17,022        17,490   

Other

     10,212        10,990   
                
     171,085        178,266   

Less: allowance for doubtful accounts

     (70,931     (67,406
                
   $ 100,154      $ 110,860   
                

5. Property and Equipment, net

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

 

     June 30,
2010
    December 31,
2009
 

Land and improvements

   $ 706,658      $ 692,677   

Buildings and improvements

     2,597,623        2,554,224   

Airplane

     44,349        44,254   

Furniture, fixtures and equipment

     1,348,998        1,325,677   

Construction in progress

     5,710        23,973   
                
     4,703,338        4,640,805   

Less: accumulated depreciation

     (924,377     (789,137
                
   $ 3,778,961      $ 3,851,668   
                

6. Long-Term Debt

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

 

     June 30,
2010
    December 31,
2009
 

6 5/8 % First Mortgage Notes, due December 1, 2014, net of original issue discount of $4,982 at June 30, 2010 and $8,214 at December 31, 2009

   $ 1,277,238      $ 1,626,016   

7 7/8 % First Mortgage Notes, due November 1, 2017, net of original issue discount of $10,196 at June 30, 2010 and $10,529 at December 31, 2009

     489,804        489,471   

7 7/8 % First Mortgage Notes, due May 1, 2020, net of original issue discount of $2,576 at June 30, 2010

     349,434        —     

Revolving Credit Facility; due July 15, 2013; interest at LIBOR plus 3.0%

     291,664        252,717   

Term Loan Facility; $40.2 million due September 30, 2012 with the remaining $40.2 million due August 15, 2013; interest at LIBOR plus 1.875%

     80,446        80,446   

$42 million Note Payable; due April 1, 2017; interest at LIBOR plus 1.25%

     37,450        38,150   

Payable to Affiliate

     65,770        65,770   
                
     2,591,806        2,552,570   

Current portion of long-term debt

     (1,050     (1,050
                
   $ 2,590,756      $ 2,551,520   
                

 

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Table of Contents

WYNN LAS VEGAS, LLC AND SUBSIDIARIES

(A WHOLLY OWNED INDIRECT SUBSIDIARY OF WYNN RESORTS, LIMITED)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Unaudited)

 

6  5/8% First Mortgage Notes

On March 26, 2010, the Issuers, each a direct or indirect wholly owned subsidiary of Wynn Resorts, Limited, commenced an offer to exchange all outstanding 6 5/8% First Mortgage Notes due 2014 (the “2014 Notes”) for 7 7/8% First Mortgage Notes due 2020 (the “2020 Notes”) of the Issuers, upon the terms and subject to the conditions set forth in an offering memorandum (the “offering memorandum”), and a related letter of transmittal (the “exchange offer”). The exchange offer was conditioned upon, among other things, the tender of at least $250 million aggregate principal amount of 2014 Notes. The 2020 Notes were offered only to qualified institutional buyers and outside the United States in accordance with Rule 144A and Regulation S, respectively, under the Securities Act of 1933, as amended (the “Securities Act”). As of April 23, 2010, the expiration date, approximately $382 million of the 2014 Notes were validly tendered for exchange to the 2020 Notes. This includes $30 million of the 2014 Notes that were purchased by Wynn Resorts in 2009, and are included in payable to affiliate in the table above. The exchange offer closed on April 28, 2010.

The 2020 Notes rank pari passu in right of payment with borrowings under Wynn Las Vegas, LLC’s credit facilities, the 2014 Notes and the issuers’ 7 7/8% First Mortgage Notes due 2017 (the “2017 Notes”). The 2020 Notes are senior secured obligations of the Issuers, will be guaranteed by certain of Wynn Las Vegas, LLC’s subsidiaries and are secured by a first priority lien on substantially all of the existing and future assets of the Issuers and guarantors and, subject to approval from the Nevada Gaming Commission, a first priority lien on the equity interests of Wynn Las Vegas, LLC, all of which is the same collateral that secures borrowings under Wynn Las Vegas, LLC’s credit facilities, the 2014 Notes and the 2017 Notes.

As further described in the offering memorandum, noteholders who validly tendered 2014 Notes prior to the early delivery time received an early delivery payment on April 28, 2010 of 1% of the amount tendered in cash which totaled approximately $3.8 million. In accordance with accounting standards, this will be included as deferred financing costs and amortized over the life of the 2020 Notes. The direct costs of the exchange offer incurred with third parties of $3.2 million were expensed.

During the six months ended June 30, 2009, Wynn Resorts purchased $65.8 million face amount of the Company’s 6 5/8% First Mortgage Notes due 2014 through open market purchases at a discount. The purchase of the notes by Wynn Resorts has not been contributed to the Company and the notes have not been retired. Accordingly, $65.8 million of the First Mortgage Notes held by Wynn Resorts remain on the Company’s balance sheet as a payable to affiliate within Long-term Debt. If and when such notes are contributed to the Company by Wynn Resorts, the Company would then retire the notes and recognize a gain on the early extinguishment of debt equal to the gain recorded by Wynn Resorts of approximately $13.7 million.

Debt Covenant Compliance

As of June 30, 2010, management believes the Company was in compliance with all debt covenants.

Fair Value of Long-term Debt

The net book value of the 2014 Notes, the 2017 Notes and the 2020 Notes at June 30, 2010 and December 31, 2009, was approximately $ 2.2 billion. The estimated fair value of the First Mortgage Notes based upon most recent trades at June 30, 2010 and December 31, 2009, was approximately $2.2 billion. The net book value of the Company’s other debt instruments was $410 million and $371 million at June 30, 2010 and December 31, 2009, respectively. The approximate fair value of such debt was approximately $396 million and $351 million at June 30, 2010 and December 31, 2009, respectively.

 

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WYNN LAS VEGAS, LLC AND SUBSIDIARIES

(A WHOLLY OWNED INDIRECT SUBSIDIARY OF WYNN RESORTS, LIMITED)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Unaudited)

 

7. Interest Rate Swaps

The Company has entered into floating-for-fixed interest rate swap arrangements in order to manage interest rate risk relating to certain of its debt facilities. These interest rate swap agreements modify the Company’s exposure to interest rate risk by converting a portion of the Company’s floating-rate debt to a fixed rate. These interest rate swaps essentially fix the interest rate at the percentages noted below; however, changes in the fair value of the interest rate swaps for each reporting period have been recorded as an increase/decrease in swap fair value in the accompanying Condensed Consolidated Statements of Operations, as the interest rate swaps do not qualify for hedge accounting.

The Company measures the fair value of its interest rate swaps on a recurring basis pursuant to accounting standards for fair value measurements. These standards establish a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. These tiers include: Level 1, defined as observable inputs such as quoted prices in active markets; Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions. The Company categorizes these interest rate swaps as Level 2.

The Company currently has one interest rate swap agreement to hedge a portion of the underlying interest rate risk on borrowings under the Wynn Las Vegas Credit Facilities. Under this swap agreement, the Company pays a fixed interest rate of 2.485% on borrowings of $250 million incurred under the Wynn Las Vegas Credit Facilities in exchange for receipts on the same amount at a variable interest rate based on the applicable LIBOR at the time of payment. This interest rate swap fixes the interest rate on $250 million of borrowings at approximately 5.485%. This interest rate swap agreement matures in November 2012. As of June 30, 2010 and December 31, 2009, the fair value of this interest rate swap was a liability of $ 8.8 million and $4.2 million, respectively.

8. Related Party Transactions, net

Amounts Due to Affiliates, net

As of June 30, 2010, the Company’s current Due to affiliates was primarily comprised of construction payables of approximately $6.1 million, construction retention of approximately $3.2 million and other net amounts due to affiliates totaling $17.6 million (including corporate allocations discussed below). The long-term Due to affiliates is management fees of approximately $91.9 million (equal to 1.5% of net revenues and payable upon meeting certain leverage ratios as specified in the documents governing the Company’s Credit Facilities and the First Mortgage Notes indentures).

As of December 31, 2009, the Company’s current Due to affiliates was primarily comprised of construction payables of approximately $21.4 million, construction retention of approximately $1.8 million and other net amounts due from affiliates totaling $1.7 million (including corporate allocations discussed below). The long-term Due to affiliates is management fees of $82.3 million (equal to 1.5% of net revenues and payable upon meeting certain leverage ratios as specified in the documents governing the Company’s Credit Facilities and the First Mortgage Notes indentures).

The Company periodically settles amounts due to affiliates with cash receipts and payments, except for the management fee, which is payable upon meeting certain leverage ratios specified in the documents governing the First Mortgage Notes and the Credit Facilities.

 

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WYNN LAS VEGAS, LLC AND SUBSIDIARIES

(A WHOLLY OWNED INDIRECT SUBSIDIARY OF WYNN RESORTS, LIMITED)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Unaudited)

 

Corporate Allocations

The accompanying condensed consolidated statements of operations include allocations from Wynn Resorts for legal, accounting, human resources, information services, real estate, and other corporate support services. The corporate support service allocations have been determined on a basis that Wynn Resorts and the Company consider to be reasonable estimates of the utilization of service provided or the benefit received by the Company. Wynn Resorts maintains corporate offices at Wynn Las Vegas without charge from the Company. Through September 30, 2008, the Company settled these corporate allocation charges with Wynn Resorts on a periodic basis as discussed in “Amounts Due to Affiliates, net” above. Beginning in the fourth quarter of 2008 through the third quarter 2009, the Company did not settle its corporate allocation and accordingly, such allocations were recorded as a contribution to equity from Wynn Resorts. In the fourth quarter 2009, the Company resumed settling its corporate allocations with Wynn Resorts. During the six months ended June 30, 2010 and 2009, approximately $12 million and $10.5 million, respectively, were charged to the Company for such corporate allocations.

Amounts Due to Officers, net

The Company periodically provides services to Stephen A. Wynn, Chairman of the Board, Chief Executive Officer and one of the principal stockholders of Wynn Resorts (“Mr. Wynn”), and certain other executive officers and directors of Wynn Resorts, including household services, construction work and other personal services. The cost of these services is transferred to Wynn Resorts on a periodic basis. Mr. Wynn and these other officers and directors have amounts on deposit with Wynn Resorts to prepay any such items, which are replenished on an ongoing basis as needed. As of June 30, 2010, and December 31, 2009, Wynn Resorts owed Mr. Wynn and the other officers and directors approximately $367,238 and $789,095 respectively.

Villa Suite Lease

On March 17, 2010, Elaine P. Wynn, a director of Wynn Resorts, and Wynn Las Vegas entered into an Agreement of Lease (the “EW Lease”) for the lease of a villa suite as Elaine P. Wynn’s personal residence. The EW Lease was approved by the Audit Committee of the Board of Directors of the Company. The term of the lease commenced as of March 1, 2010 and terminates December 31, 2010. Pursuant to the terms of the EW Lease, Elaine P. Wynn will pay annual rent equal to $350,000, which amount was determined by the Audit Committee with the assistance of a third-party appraisal. Certain services for, and maintenance of, the villa suite are included in the rental. The EW Lease superseded the terms of a prior agreement.

On March 18, 2010, Mr. Wynn and Wynn Las Vegas entered into an Amended and Restated Agreement of Lease (the “SW Lease”) for a villa to serve as Mr. Wynn’s personal residence. The SW Lease amends and restates a prior lease. The SW Lease was approved by the Audit Committee of the Board of Directors of the Company. The term of the SW lease commenced as of March 1, 2010 and runs concurrent with Mr. Wynn’s employment agreement with the Company; provided that either party may terminate on 90 days notice. Pursuant to the SW Lease, the rental value of the villa will be treated as imputed income to Mr. Wynn, and will be equal to the fair market value of the accommodations provided. Effective March 1, 2010, and for the first two years of the term of the SW Lease, the rental value will be $503,831 per year. The rental value for the villa will be re-determined every two years during the term of the lease by the Audit Committee, with the assistance of an independent third-party appraisal. Certain services for, and maintenance of, the villa is included in the rental.

 

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WYNN LAS VEGAS, LLC AND SUBSIDIARIES

(A WHOLLY OWNED INDIRECT SUBSIDIARY OF WYNN RESORTS, LIMITED)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Unaudited)

 

The “Wynn” Surname Rights Agreement

On August 6, 2004, Holdings entered into agreements with Mr. Wynn that confirm and clarify Holding’s rights to use the “Wynn” name and Mr. Wynn’s persona in connection with casino resorts. Under the parties’ Surname Rights Agreement, Mr. Wynn granted Holdings an exclusive, fully paid-up, perpetual, worldwide license to use, and to own and register trademarks and service marks incorporating the “Wynn” name for casino resorts and related businesses, together with the right to sublicense the name and marks to its affiliates. Under the parties’ Rights of Publicity License, Mr. Wynn granted Holdings the exclusive, royalty-free, worldwide right to use his full name, persona and related rights of publicity for casino resorts and related businesses, together with the ability to sublicense the persona and publicity rights to its affiliates, until October 24, 2017. Holdings has sub-licensed rights to the “Wynn” name, persona and marks to the Company.

9. Property Charges and Other

Property charges generally include costs related to the retirement of assets for remodels and asset abandonments. Property charges and other for the three months ended June 30, 2010 and 2009 were $0.5 million and a net gain of $6.6 million, respectively. Property charges and other for the three months ended June 30, 2010, related to miscellaneous renovations and abandonments at Wynn Las Vegas and Encore. Property charges and other for the three months ended June 30, 2009, include the return of $8.1 million of aircraft deposits written off in the first quarter of 2009. On February 19, 2009, the Company cancelled an agreement to purchase an aircraft. The deposit was refundable to the extent another buyer was found. Due to the uncertainty as to the recoverability of this deposit, the Company wrote off the deposit in the first quarter of 2009. In the second quarter of 2009 another buyer was found and the Company recovered a portion of the original deposit. The remaining property charges for the three months ended June 30, 2009 were related to miscellaneous renovations and abandonments at Wynn Las Vegas and Encore.

Property charges and other for the six months ended June 30, 2010 and 2009 were $1.7 million and $7.3 million respectively. Property charges and other for the six months ended June 30, 2010 were for miscellaneous renovations and abandonments at Wynn Las Vegas and Encore. Property charges and other for the six months ended June 30, 2009, include the net write-off of $5.3 million of an aircraft purchase deposit noted above. The remaining property charges for the six months ended June 30, 2009 were related to miscellaneous renovations and abandonments at Wynn Las Vegas and Encore.

10. Commitments and Contingencies

Litigation

The Company does not have any material litigation as of June 30, 2010.

Sales and Use Tax on Complimentary Meals

In March 2008, the Nevada Supreme Court ruled, in the matter captioned Sparks Nugget, Inc. vs. The State of Nevada Ex Rel. Department of Taxation, that food and non-alcoholic beverages purchased for use in providing complimentary meals to customers and to employees was exempt from sales and use tax. In July 2008, the Court denied the State’s motion for rehearing. Through April 2008, Wynn Las Vegas has paid use tax on these items and has filed for refunds for the periods from April 2005 to April 2008. The amount subject to these refunds is approximately $5.4 million. As of June 30, 2010, the Company had not recorded a receivable related to this matter.

 

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WYNN LAS VEGAS, LLC AND SUBSIDIARIES

(A WHOLLY OWNED INDIRECT SUBSIDIARY OF WYNN RESORTS, LIMITED)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Unaudited)

 

11. Subsequent Event

On August 4, 2010, the Issuers issued a $1.32 billion aggregate principal amount of 7 3/4% First Mortgage Notes due August 15, 2020 (the “New 2020 Notes”). The New 2020 Notes were issued at par. The New 2020 Notes were offered only to qualified institutional buyers and outside the U.S. in accordance with Rule 144A and Regulation S, respectively, under the Securities Act of 1933. The Company plans to use the net proceeds of the offering along with the proceeds of a capital contribution from Wynn Resorts, Limited to purchase, and, as applicable, make consent payments for, any and all of the Issuers’ 2014 Notes that are validly tendered and accepted for payment pursuant to Wynn Las Vegas, LLC’s concurrent offer to purchase and consent solicitation with respect to the 2014 Notes and to redeem any 2014 Notes not tendered. On or prior to August 3, 2010, valid tenders had been received with respect to approximately $987 million of the $1.3 billion aggregate principal amount of 2014 Notes outstanding. On August 4, 2010, tendering holders received the tender offer consideration in the amount of $1,004.38 plus a consent payment in the amount of $30.00 for each $1,000 principal amount of 2014 Notes. The consent solicitation expired on August 3, 2010 and the tender offer expires August 18, 2010.

On August 4, 2010, the Trustee, at the request of the Issuers, gave notice of redemption of any and all of the outstanding 2014 Notes. The redemption price shall be equal to 103.313% of the aggregate principal amount of the 2014 Notes redeemed plus accrued and unpaid interest thereon to September 3, 2010.

The New 2020 Notes rank pari passu in right of payment with borrowings under the Company’s credit facilities, the 2014 Notes, the 2017 Notes and existing 2020 Notes. The New 2020 Notes are senior secured obligations of the Issuers, guaranteed by certain of Wynn Las Vegas, LLC’s subsidiaries and are secured on an equal and ratable basis (with certain exceptions) by a first priority lien on substantially all of the existing and future assets of the Issuers and guarantors, and, subject to prior approval from the Nevada gaming authorities, a first priority lien on the equity interests of the Company, all of which is the same collateral that secures borrowings under the credit facilities, the 2014 Notes, the 2017 Notes and the existing 2020 Notes.

The New 2020 Notes have not been registered under the Securities Act of 1933 or under any state securities laws. Therefore, the Issuers may not offer or sell the notes within the United States to, or for the account or benefit of, any United States person unless the offer or sale would qualify for a registration exemption from the Securities Act and applicable state securities laws.

Concurrently with the issuance of the New 2020 Notes, the Company entered into a seventh amendment dated August 4, 2010, to the Wynn Las Vegas Amended and Restated Credit Agreement. After giving effect to this amendment, the maturity date with respect to a portion on the revolving credit facility and the term facility was extended to July 2015 and August 2015, respectively, and the interest margin in respect of the extended portion will increase after June 30, 2013. In addition, lenders made incremental term loans of $248.5 million having a maturity date of August 2015. The amendment made certain other changes including eliminating the maximum Consolidated Leverage Ratio and reducing the minimum Consolidated Interest Coverage Ratio.

12. Consolidating Financial Information of Guarantors and Issuers

The following consolidating information relates to the Issuers of the First Mortgage Notes and their guarantor subsidiaries (World Travel, LLC; Las Vegas Jet, LLC; Wynn Show Performers, LLC; Wynn Golf, LLC; Kevyn, LLC; and Wynn Sunrise, LLC) and non-guarantor subsidiary (Wynn Completion Guarantor, LLC) as of June 30, 2010 and December 31, 2009, and for the six months ended June 30, 2010 and 2009.

 

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WYNN LAS VEGAS, LLC AND SUBSIDIARIES

(A WHOLLY OWNED INDIRECT SUBSIDIARY OF WYNN RESORTS, LIMITED)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Unaudited)

 

The following consolidating information is presented in the form provided because: (i) the guarantor subsidiaries are wholly owned subsidiaries of Wynn Las Vegas, LLC (an issuer of the 6 5/ 8% and 7 7/8% First Mortgage Notes); (ii) the guarantee is considered to be full and unconditional (that is, if the Issuers fail to make a scheduled payment, the guarantor subsidiaries are obligated to make the scheduled payment immediately and, if they do not, any holder of the 6 5/8% and 7 7/8% First Mortgage Notes may immediately bring suit directly against the guarantor subsidiaries for payment of all amounts due and payable); and (iii) the guarantee is joint and several.

 

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WYNN LAS VEGAS, LLC AND SUBSIDIARIES

(A WHOLLY OWNED INDIRECT SUBSIDIARY OF WYNN RESORTS, LIMITED)

CONDENSED CONSOLIDATING BALANCE SHEET INFORMATION

AS OF JUNE 30, 2010

(amounts in thousands)

(unaudited)

 

     Issuers     Guarantor
Subsidiaries
    Nonguarantor
Subsidiary
    Eliminating
Entries
    Total  
ASSETS           

Current assets:

          

Cash and cash equivalents

   $ 50,312      $ 1      $ 5      $ —        $ 50,318   

Receivables, net

     100,154        —          —          —          100,154   

Inventories

     74,430        —          —          —          74,430   

Prepaid expenses and other

     19,427        —          —          —          19,427   
                                        

Total current assets

     244,323        1        5        —          244,329   

Property and equipment, net

     3,583,173        195,788        —          —          3,778,961   

Intangible assets, net

     7,695        6,144        —          —          13,839   

Deferred financing costs, net

     41,650        —          —          —          41,650   

Deposits and other assets

     56,267        —          —          —          56,267   

Investment in unconsolidated affiliates

     (18,076     3,839        —          18,076        3,839   
                                        

Total assets

   $ 3,915,032      $ 205,772      $ 5      $ 18,076      $ 4,138,885   
                                        
LIABILITIES AND MEMBER’S EQUITY           

Current liabilities:

          

Current portion of long-term debt

   $ —        $ 1,050      $ —        $ —        $ 1,050   

Accounts payable

     29,232        —          —          —          29,232   

Accrued interest

     19,706        —          —          —          19,706   

Accrued compensation and benefits

     43,458        1,081        —          —          44,539   

Gaming taxes payable

     9,812        —          —          —          9,812   

Other accrued expenses

     18,107        24        —          —          18,131   

Customer deposits and other liabilities

     56,947        —          —          —          56,947   

Due to affiliates, net

     (158,357     193,179        (7,881     —          26,941   
                                        

Total current liabilities

     18,905        195,334        (7,881     —          206,358   

Long-term debt

     2,554,356        36,400        —          —          2,590,756   

Due to affiliates, net

     91,900        —          —          —          91,900   

Interest rate swap

     8,779        —          —          —          8,779   
                                        

Total liabilities

     2,673,940        231,734        (7,881     —          2,897,793   
                                        

Commitments and contingencies

          

Member’s equity:

          

Contributed capital

     1,918,124        12,530        —          (12,530     1,918,124   

Accumulated earnings (deficit)

     (677,032     (38,492     7,886        30,606        (677,032
                                        

Total member’s equity

     1,241,092        (25,962     7,886        18,076        1,241,092   
                                        

Total liabilities and member’s equity

   $ 3,915,032      $ 205,772      $ 5      $ 18,076      $ 4,138,885   
                                        

 

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WYNN LAS VEGAS, LLC AND SUBSIDIARIES

(A WHOLLY OWNED INDIRECT SUBSIDIARY OF WYNN RESORTS, LIMITED)

CONDENSED CONSOLIDATING BALANCE SHEET INFORMATION

AS OF DECEMBER 31, 2009

(amounts in thousands)

(unaudited)

 

     Issuers     Guarantor
Subsidiaries
    Nonguarantor
Subsidiary
    Eliminating
Entries
    Total  
ASSETS           

Current assets:

          

Cash and cash equivalents

   $ 65,998      $ 351      $ 5      $ —        $ 66,354   

Receivables, net

     110,860        —          —          —          110,860   

Inventories

     80,861        —          —          —          80,861   

Prepaid expenses and other

     24,864        323        —          —          25,187   
                                        

Total current assets

     282,583        674        5        —          283,262   

Property and equipment, net

     3,653,786        197,882        —          —          3,851,668   

Intangible assets, net

     8,731        6,144        —          —          14,875   

Deferred financing costs, net

     42,025        —          —          —          42,025   

Deposits and other assets

     58,733        —          —          —          58,733   

Investment in unconsolidated affiliates

     (16,450     3,761        —          16,450        3,761   
                                        

Total assets

   $ 4,029,408      $ 208,461      $ 5      $ 16,450      $ 4,254,324   
                                        
LIABILITIES AND MEMBER’S EQUITY           

Current liabilities:

          

Current portion of long-term debt

   $ —        $ 1,050      $ —        $ —        $ 1,050   

Accounts payable

     28,226        —          —          —          28,226   

Accrued interest

     17,595        —          —          —          17,595   

Accrued compensation and benefits

     36,342        1,179        —          —          37,521   

Gaming taxes payable

     7,111        —          —          —          7,111   

Other accrued expenses

     16,153        45        —          —          16,198   

Customer deposits and other liabilities

     101,340        167        —          —          101,507   

Due to affiliates, net

     (163,895     193,256        (7,881     —          21,480   
                                        

Total current liabilities

     42,872        195,697        (7,881     —          230,688   

Long-term debt

     2,514,420        37,100        —          —          2,551,520   

Due to affiliates, net

     82,339        —          —          —          82,339   

Interest rate swap

     4,224        —              4,224   
                                        

Total liabilities

     2,643,855        232,797        (7,881     —          2,868,771   
                                        

Commitments and contingencies

          

Member’s equity:

          

Contributed capital

     1,912,146        12,530        —          (12,530     1,912,146   

Retained earnings (deficit)

     (526,593     (36,866     7,886        28,980        (526,593
                                        

Total member’s equity

     1,385,553        (24,336     7,886        16,450        1,385,553   
                                        

Total liabilities and member’s equity

   $ 4,029,408      $ 208,461      $ 5      $ 16,450      $ 4,254,324   
                                        

 

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WYNN LAS VEGAS, LLC AND SUBSIDIARIES

(A WHOLLY OWNED INDIRECT SUBSIDIARY OF WYNN RESORTS, LIMITED)

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS INFORMATION

THREE MONTHS ENDED JUNE 30, 2010

(amounts in thousands)

(unaudited)

 

     Issuers     Guarantor
Subsidiaries
    Nonguarantor
Subsidiary
   Eliminating
Entries
    Total  

Operating revenues:

           

Casino

   $ 117,190      $ —        $   —      $   —        $ 117,190   

Rooms

     78,836        5        —        —          78,841   

Food and beverage

     111,477        —          —        —          111,477   

Entertainment, retail and other

     53,924        —          —        (23     53,901   
                                       

Gross revenues

     361,427        5        —        (23     361,409   

Less: promotional allowances

     (43,088     —          —        —          (43,088
                                       

Net revenues

     318,339        5        —        (23     318,321   
                                       

Operating costs and expenses:

           

Casino

     68,585        —          —        —          68,585   

Rooms

     30,847        5        —        —          30,852   

Food and beverage

     68,384        —          —        —          68,384   

Entertainment, retail and other

     33,564        —          —        —          33,564   

General and administrative

     57,475        (378     —        (23     57,074   

Provision for doubtful accounts

     2,642        —          —        —          2,642   

Management fees

     4,787        —          —        —          4,787   

Pre-opening costs

     1,590        —          —        —          1,590   

Depreciation and amortization

     66,561        1,022        —        —          67,583   

Property charges and other

     482        —          —        —          482   
                                       

Total operating costs and expenses

     334,917        649        —        (23     335,543   
                                       

Operating loss

     (16,578     (644     —        —          (17,222
                                       

Other income (expense):

           

Interest income

     89        —          —        —          89   

Interest expense, net of capitalized interest

     (46,053     (155     —        —          (46,208

Decrease in swap fair value

     (2,277     —          —        —          (2,277

Loss on exchange offer

     (3,152     —          —        —          (3,152

Equity in income (loss) from unconsolidated affiliates

     (776     23        —        776        23   
                                       

Other income (expense), net

     (52,169     (132     —        776        (51,525
                                       

Net income (loss)

   $ (68,747   $ (776   $ —      $ 776      $ (68,747
                                       

 

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WYNN LAS VEGAS, LLC AND SUBSIDIARIES

(A WHOLLY OWNED INDIRECT SUBSIDIARY OF WYNN RESORTS, LIMITED)

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS INFORMATION

THREE MONTHS ENDED JUNE 30, 2009

(amounts in thousands)

(unaudited)

 

     Issuers     Guarantor
Subsidiaries
    Nonguarantor
Subsidiary
   Eliminating
Entries
    Total  

Operating revenues:

           

Casino

   $ 124,343      $ —        $ —      $ —        $ 124,343   

Rooms

     81,454        —          —        —          81,454   

Food and beverage

     99,945        —          —        —          99,945   

Entertainment, retail and other

     50,308        —          —        178        50,486   
                                       

Gross revenues

     356,050        —          —        178        356,228   

Less: promotional allowances

     (43,269     —          —        —          (43,269
                                       

Net revenues

     312,781        —          —        178        312,959   
                                       

Operating costs and expenses:

           

Casino

     60,704        —          —        —          60,704   

Rooms

     26,658        —          —        —          26,658   

Food and beverage

     61,801        —          —        —          61,801   

Entertainment, retail and other

     33,554        —          —        —          33,554   

General and administrative

     58,063        (632     —        178        57,609   

Provision for doubtful accounts

     4,497        —          —        —          4,497   

Management fees

     4,703        —          —        —          4,703   

Pre-opening costs

     —          —          —        —          —     

Depreciation and amortization

     77,238        1,187        —        —          78,425   

Property charges and other

     1,442        (8,088     —        —          (6,646
                                       

Total operating costs and expenses

     328,660        (7,533     —        178        321,305   
                                       

Operating income (loss)

     (15,879     7,533        —        —          (8,346
                                       

Other income (expense):

           

Interest income

     2        —          —        —          2   

Interest expense, net of capitalized interest

     (37,387     (274     —        —          (37,661

Equity in income (loss) from unconsolidated affiliates

     7,081        (178     —        (7,081     (178
                                       

Other income (expense), net

     (30,304     (452     —        (7,081     (37,837
                                       

Net income (loss)

   $ (46,183   $ 7,081      $ —      $ (7,081   $ (46,183
                                       

 

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WYNN LAS VEGAS, LLC AND SUBSIDIARIES

(A WHOLLY OWNED INDIRECT SUBSIDIARY OF WYNN RESORTS, LIMITED)

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS INFORMATION

SIX MONTHS ENDED JUNE 30, 2010

(amounts in thousands)

(unaudited)

 

     Issuers     Guarantor
Subsidiaries
    Nonguarantor
Subsidiary
   Eliminating
Entries
    Total  

Operating revenues:

           

Casino

   $ 256,700      $ —        $ —      $ —        $ 256,700   

Rooms

     156,394        42        —        —          156,436   

Food and beverage

     207,420        —          —        —          207,420   

Entertainment, retail and other

     105,607        —          —        (79     105,528   
                                       

Gross revenues

     726,121        42        —        (79     726,084   

Less: promotional allowances

     (89,156     —          —        —          (89,156
                                       

Net revenues

     636,965        42        —        (79     636,928   
                                       

Operating costs and expenses:

           

Casino

     145,412        —          —        —          145,412   

Rooms

     61,408        42        —        —          61,450   

Food and beverage

     126,370        —          —        —          126,370   

Entertainment, retail and other

     69,451        —          —        —          69,451   

General and administrative

     117,744        (770     —        (79     116,895   

Provision for doubtful accounts

     9,282        —          —        —          9,282   

Management fees

     9,561        —          —        —          9,561   

Pre-opening costs

     1,969        —          —        —          1,969   

Depreciation and amortization

     144,340        2,169        —        —          146,509   

Property charges and other

     1,736        —          —        —          1,736   
                                       

Total operating costs and expenses

     687,273        1,441        —        (79     688,635   
                                       

Operating loss

     (50,308     (1,399     —        —          (51,707
                                       

Other income (expense):

           

Interest income

     171        9        —        —          180   

Interest expense, net of capitalized interest

     (90,969     (315     —        —          (91,284

Decrease in swap fair value

     (4,555     —          —        —          (4,555

Loss on exchange offer

     (3,152     —          —        —          (3,152

Equity in income (loss) from unconsolidated affiliates

     (1,626     79        —        1,626        79   
                                       

Other income (expense), net

     (100,131     (227     —        1,626        (98,732
                                       

Net income (loss)

   $ (150,439   $ (1,626   $ —      $ 1,626      $ (150,439
                                       

 

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WYNN LAS VEGAS, LLC AND SUBSIDIARIES

(A WHOLLY OWNED INDIRECT SUBSIDIARY OF WYNN RESORTS, LIMITED)

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS INFORMATION

SIX MONTHS ENDED JUNE 30, 2009

(amounts in thousands)

(unaudited)

 

     Issuers     Guarantor
Subsidiaries
    Nonguarantor
Subsidiary
   Eliminating
Entries
   Total  

Operating revenues:

            

Casino

   $ 241,824      $ —        $   —      $ —      $ 241,824   

Rooms

     166,543        —          —        —        166,543   

Food and beverage

     196,854        —          —        —        196,854   

Entertainment, retail and other

     96,410        —          —        429      96,839   
                                      

Gross revenues

     701,631        —          —        429      702,060   

Less: promotional allowances

     (97,579     —          —        —        (97,579
                                      

Net revenues

     604,052        —          —        429      604,481   
                                      

Operating costs and expenses:

            

Casino

     136,688        —          —        —        136,688   

Rooms

     53,002        —          —        —        53,002   

Food and beverage

     118,942        —          —        —        118,942   

Entertainment, retail and other

     63,007        —          —        —        63,007   

General and administrative

     123,190        (1,348     —        429      122,271   

Provision for doubtful accounts

     5,081        —          —        —        5,081   

Management fees

     9,057        —          —        —        9,057   

Pre-opening costs

     —          —          —        —        —     

Depreciation and amortization

     153,498        2,371        —        —        155,869   

Property charges and other

     2,032        5,262        —        —        7,294   
                                      

Total operating costs and expenses

     664,497        6,285        —        429      671,211   
                                      

Operating loss

     (60,445     (6,285     —        —        (66,730
                                      

Other income (expense):

            

Interest income

     14        —          —        —        14   

Interest expense, net of capitalized interest

     (73,935     (567     —        —        (74,502

Equity in income (loss) from unconsolidated affiliates

     (7,281     (429     —        7,281      (429
                                      

Other income (expense), net

     (81,202     (996     —        7,281      (74,917
                                      

Net income (loss)

   $ (141,647   $ (7,281   $ —      $ 7,281    $ (141,647
                                      

 

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WYNN LAS VEGAS, LLC AND SUBSIDIARIES

(A WHOLLY OWNED INDIRECT SUBSIDIARY OF WYNN RESORTS, LIMITED)

CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS INFORMATION

SIX MONTHS ENDED JUNE 30, 2010

(amounts in thousands)

(unaudited)

 

     Issuers     Guarantor
Subsidiaries
    Non-guarantor
Subsidiaries
   Eliminating
Entries
    Total  

Cash flows from operating activities:

           

Net income (loss)

   $ (150,439   $ (1,626   $  —      $ 1,626      $ (150,439

Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:

           

Depreciation and amortization

     144,340        2,169        —        —          146,509   

Stock-based compensation

     5,978        —          —        —          5,978   

Amortization and writeoff of deferred financing costs and other

     8,374        —          —        —          8,374   

Equity in income (loss) from unconsolidated affiliates, net of distributions

     1,626        (79     —        (1,626     (79

Provision for doubtful accounts

     9,282        —          —        —          9,282   

Property charges and other

     1,736        —          —        —          1,736   

Decrease in swap fair value

     4,555        —          —        —          4,555   

Increase (decrease) in cash from changes in:

           

Receivables

     1,424        —          —        —          1,424   

Inventories and prepaid expenses and other

     11,007        324        —        —          11,331   

Accounts payable, accrued expenses and other

     (29,505     (286     —        —          (29,791

Due to affiliates, net

     21,182        (2,999     —        —          18,183   
                                       

Net cash provided by (used in) operating activities

     29,560        (2,497     —        —          27,063   
                                       

Cash flows from investing activities:

           

Capital expenditures, net of construction payables and retentions

     (83,978     (75     —        —          (84,053

Deposits and other assets

     (3,944     —          —        —          (3,944

Due to affiliates, net

     7,525        2,922        —        —          10,447   

Proceeds from sale of assets

     193        —          —        —          193   
                                       

Net cash provided by (used in) investing activities

     (80,204     2,847        —        —          (77,357
                                       

Cash flows from financing activities:

           

Principal payments on long-term debt

     (20,000     (700     —        —          (20,700

Proceeds from issuance of long-term debt

     58,947        —          —        —          58,947   

Payments of financing costs

     (3,989     —          —        —          (3,989
                                       

Net cash provided by (used in) financing activities

     34,958        (700     —        —          34,258   
                                       

Cash and cash equivalents:

           

Decrease in cash and cash equivalents

     (15,686     (350     —        —          (16,036

Balance, beginning of period

     65,998        351        5      —          66,354   
                                       

Balance, end of period

   $ 50,312      $ 1      $ 5    $ —        $ 50,318   
                                       

 

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WYNN LAS VEGAS, LLC AND SUBSIDIARIES

(A WHOLLY OWNED INDIRECT SUBSIDIARY OF WYNN RESORTS, LIMITED)

CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS INFORMATION

SIX MONTHS ENDED JUNE 30, 2009

(amounts in thousands)

(unaudited)

 

     Issuers     Guarantor
Subsidiaries
    Non-guarantor
Subsidiaries
   Eliminating
Entries
    Total  

Cash flows from operating activities:

           

Net income (loss)

   $ (141,647   $ (7,281   $  —      $ 7,281      $ (141,647

Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:

           

Depreciation and amortization

     153,498        2,371        —        —          155,869   

Stock-based compensation

     4,564        —          —        —          4,564   

Amortization and writeoff of deferred financing costs and other

     11,560        —          —        —          11,560   

Equity in income (loss) from unconsolidated affiliates, net of distributions

     7,281        796        —        (7,281     796   

Provision for doubtful accounts

     5,081        —          —        —          5,081   

Property charges and other

     2,032        5,262        —        —          7,294   

Decrease in swap fair value

     —          —          —        —          —     

Increase (decrease) in cash from changes in:

           

Receivables

     7,201        —          5      —          7,206   

Inventories and prepaid expenses and other

     7,298        183        —        —          7,481   

Accounts payable, accrued expenses and other

     (67,668     (144     —        —          (67,812

Due to affiliates, net

     11,516        (3,229     —        —          8,287   
                                       

Net cash provided by (used in) operating activities

     716        (2,042     5      —          (1,321
                                       

Cash flows from investing activities:

           

Capital expenditures, net of construction payables and retentions

     (172,151     (118     —        —          (172,269

Deposits and other assets

     (3,022     8,088        —        —          5,066   

Due to affiliates, net

     7,403        (5,239     —        —          2,164   
                                       

Net cash provided by (used in) investing activities

     (167,770     2,731        —        —          (165,039
                                       

Cash flows from financing activities:

           

Principal payments on long-term debt

     (288,340     (700     —        —          (289,040

Proceeds from issuance of long-term debt

     85,542        —          —        —          85,542   

Capital contribution from the Parent

     328,451        —          —        —          328,451   

Payments of financing costs

     (10,202     —          —        —          (10,202
                                       

Net cash provided by (used in) financing activities

     115,451        (700     —        —          114,751   
                                       

Cash and cash equivalents:

           

Increase (decrease) in cash and cash equivalents

     (51,603     (11     5      —          (51,609

Balance, beginning of period

     123,315        —          —        —          123,315   
                                       

Balance, end of period

   $ 71,712      $ (11   $ 5    $ —        $ 71,706   
                                       

 

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion should be read in conjunction with, and is qualified in its entirety by, the condensed consolidated financial statements and the notes thereto included elsewhere in this Quarterly Report on Form 10-Q. Unless the context otherwise requires, all references herein to the “Company,” “we,” “us” or “our,” or similar terms, refer to Wynn Las Vegas, LLC, a Nevada limited liability company and its consolidated subsidiaries.

Forward-Looking Statements

The Private Securities Litigation Reform Act of 1995 provides a “safe harbor” for forward-looking statements. Certain information included in this Quarterly Report on Form 10-Q contains statements that are forward-looking, including, but not limited to, statements relating to our business strategy and development activities as well as other capital spending, financing sources, the effects of regulation (including gaming and tax regulations), expectations concerning future operations, margins, profitability and competition. Any statements contained in this report that are not statements of historical fact may be deemed to be forward-looking statements. Without limiting the generality of the foregoing, in some cases you can identify forward-looking statements by terminology such as “may,” “will,” “should,” “would,” “could,” “believe,” “expect,” “anticipate,” “estimate,” “intend,” “plan,” “continue” or the negative of these terms or other comparable terminology. Such forward-looking information involves important risks and uncertainties that could significantly affect anticipated results in the future and, accordingly, such results may differ from those expressed in any forward-looking statements made by us. These risks and uncertainties include, but are not limited to:

 

   

adverse tourism trends given the current domestic and international economic conditions;

 

   

volatility and weakness in world-wide credit and financial markets globally and from governmental intervention in the financial markets;

 

   

general global macroeconomic conditions;

 

   

further decreases in levels of travel, leisure and consumer spending;

 

   

fluctuation in occupancy rates and average daily room rates;

 

   

conditions precedent to funding under the agreements governing the disbursement of the proceeds of borrowings under our credit facilities;

 

   

continued compliance with all provisions in our credit agreements;

 

   

competition in the casino/hotel and resort industries and action taken by our competitors in reaction to adverse economic conditions;

 

   

new development and construction activities of competitors;

 

   

our dependence on Stephen A. Wynn and existing management;

 

   

our dependence on two properties for all of our cash flow;

 

   

leverage and debt service (including sensitivity to fluctuations in interest rates);

 

   

changes in federal or state tax laws or the administration of such laws;

 

   

changes in state law regarding water rights;

 

   

changes in U.S. laws regarding healthcare;

 

   

changes in gaming laws or regulations (including the legalization of gaming in certain jurisdictions);

 

   

applications for licenses and approvals under applicable jurisdictional laws and regulations (including gaming laws and regulations);

 

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Table of Contents
   

the impact that an outbreak of an infectious disease, such as avian flu, or the impact of a natural disaster may have on the travel and leisure industry;

 

   

the consequences of the war in Iraq and other military conflicts in the Middle East and any future security alerts and/or terrorist attacks; and

 

   

pending or future legal proceedings.

Further information on potential factors that could affect our financial condition, results of operations and business are included in this report and our other filings with the SEC. You should not place undue reliance on any forward-looking statements, which are based only on information currently available to us. We undertake no obligation to publicly release any revisions to such forward-looking statements to reflect events or circumstances after the date of this report.

Overview

We are a developer, owner and operator of destination casino resorts. We currently own and operate Wynn Las Vegas, a destination casino resort in Las Vegas, Nevada, which opened on April 28, 2005. On December 22, 2008, we expanded Wynn Las Vegas with the opening of Encore at Wynn Las Vegas (“Encore”).

Wynn Las Vegas features:

 

   

an approximately 110,000 square foot casino offering 24-hour gaming and a full range of games, including private gaming salons, a poker room, and a race and sports book;

 

   

luxury hotel accommodations in 2,716 spacious hotel rooms, suites and villas;

 

   

21 food and beverage outlets featuring signature chefs;

 

   

a Ferrari and Maserati automobile dealership;

 

   

approximately 74,000 square feet of high-end, brand-name retail shopping, including stores and boutiques by Alexander McQueen, Brioni, Cartier, Chanel, Dior, Graff, Louis Vuitton, Manolo Blahnik, Oscar de la Renta, Vertu and others;

 

   

recreation and leisure facilities, including an 18-hole golf course, five swimming pools, private cabanas, a full service spa and salon; and

 

   

a showroom, two nightclubs and lounges.

Encore features:

 

   

an approximately 76,000 square foot casino offering 24-hour gaming and a full range of games, including private gaming salons and a sports book;

 

   

luxury hotel accommodation in 2,034 all-suite rooms;

 

   

13 food and beverage outlets;

 

   

approximately 27,000 square feet of high-end brand name retail shopping, including stores and boutiques by Hermes, Chanel and others;

 

   

recreation and leisure facilities including swimming pools, private cabanas, a full service spa and salon; and

 

   

a beach club, showroom, two nightclubs and lounges.

 

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Table of Contents

Construction and Future Development

In response to our evaluation of our property and the reactions of our guests, we have and expect to continue to remodel and make enhancements and refinements to our resort complex.

In July 2010, we commenced a project to refurbish and upgrade the rooms and suites at Wynn Las Vegas. The total project budget is approximately $83 million and is expected to be completed early in the second quarter of 2011. As a part of this project we will be temporarily removing floors from service which will reduce our total number of rooms available during the construction period.

Approximately 142 acres of land immediately adjacent to Wynn Las Vegas is currently improved with a golf course. While we may develop this property in the future; due to the current economic environment and certain restrictions in our credit facilities, we have no immediate plans to develop this property.

Current Economic and Operating Environment

Due to a number of factors affecting consumers, including a slowdown in global economies, contracting credit markets and reduced consumer spending, the outlook for the gaming, travel and entertainment industries continues to remain highly uncertain. This slow down was particularly significant in the fourth quarter of 2008 and has continued throughout the first half of 2010. Based on our experience over this past year and current market conditions, we believe that our operations will continue to experience lower than historical room rates, casino volumes and departmental profitability. Significant new supply in Las Vegas has and will continue to put additional pressure on occupancy and room rates during 2010.

As a result of the current economic and market conditions, we have focused on efficiency initiatives that we began implementing at our resort complex and corporate offices in early 2009. We continually review the cost structure of our operating properties and corporate offices to identify further opportunities to reduce costs.

Results of Operations

We believe that our operating results for the six months ended June 30, 2010 were adversely impacted by the weakened global economy and significant new supply that was added to the Las Vegas market in late 2009. Disruptions in the global financial and stock markets, reduced levels of consumer spending and additional supply have and may continue to adversely impact our financial results.

We offer gaming, hotel accommodations, dining, entertainment, retail shopping, convention services and other amenities at Wynn Las Vegas and Encore. We currently rely solely upon the operations of this resort complex for our operating cash flow. Concentration of our cash flow in one resort complex exposes us to certain risks that competitors, whose operations are more diversified, may be better able to control. In addition to the concentration of operations in a single resort complex, many of our customers are high-end gaming customers who wager on credit, thus exposing us to credit risk. High-end gaming also increases the potential for variability in our results.

We recorded a net loss for the quarter ended June 30, 2010 of $68.7 million compared to a net loss of $46.2 million recorded during the quarter ended June 30, 2009. For the six months ended June 30, 2010 we recorded a net loss of $150.4 million compared to a net loss of $141.6 million for the six months ended June 30, 2009. See below for a more detailed discussion regarding our results.

Certain key operating statistics specific to the gaming industry are included in our discussions of the Company’s operational performance for the periods in which a condensed consolidated statement of operations is presented. Below are definitions of the statistics discussed:

 

   

Table games win is the amount of drop that is retained and recorded as casino revenue.

 

   

Drop is the amount of cash and net markers issued that are deposited in a gaming table’s drop box.

 

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Slot win is the amount of handle (representing the total amount wagered) that is retained and is recorded as casino revenue.

 

   

Average Daily Rate (“ADR”) is calculated by dividing total room revenue by total rooms occupied.

 

   

Revenue per Available Room (“REVPAR”) is calculated by dividing total room revenue by total rooms available.

Financial results for the three months ended June 30, 2010 compared to the three months ended June 30, 2009.

Revenues

Net revenues for the three months ended June 30, 2010 are comprised of $117.2 million in casino revenues (36.8% of total net revenues) and $201.1 million of net non-casino revenues (63.2% of total net revenues). Net revenues for the three months ended June 30, 2009 were comprised of $124.3 million in casino revenues (39.7% of total net revenues) and $188.7 million of net non-casino revenues (60.3% of total net revenues).

Casino revenues are comprised of the net win from our table games and slot machine operations. We experienced a decrease in casino revenues of approximately $7.1 million (or 5.8%) to $117.2 million for the three months ended June 30, 2010, compared to $124.3 million for the three months ended June 30, 2009. During the three months ended June 30, 2010, we experienced a 1.8% decrease in drop and a decrease in the average table games win percentage compared to the prior year quarter. Our average table games win percentage (before discounts) of 20% was below the expected range of 21% to 24% for the three months ended June 30, 2010. For the three months ended June 30, 2009, our average table games win percentage (before discounts) was 20.7%. Slot handle decreased 19.7% during the three months ended June 30, 2010 compared to the prior year quarter; however slot win declined only 1.6% as more play shifted to higher hold machines.

For the three months ended June 30, 2010, room revenues were approximately $78.8 million, which represents a $2.6 million (or 3.2%) decrease over the $81.5 million generated in the three months ended June 30, 2009. We continued to experience a decrease in room rates during the three months ended June 30, 2010, compared to the three months ended June 30, 2009. We believe this is due to the current economic conditions in which we operate in the U.S. and increased capacity in the Las Vegas market with the opening of a new large scale casino hotel in December 2009. See the table below for key operating measures related to our room revenue.

 

     Three Months Ended
June 30,
 
       2010         2009    

Average Daily Rate

   $ 197      $ 218   

Occupancy

     92.6     86.6

REVPAR

   $ 182      $ 188   

Other non-casino revenues for the three months ended June 30, 2010 include: food and beverage revenues of approximately $111.5 million, retail revenues of approximately $21.5 million, entertainment revenues of approximately $15.6 million, and other revenues from outlets such as the spa and salon, of approximately $16.8 million. Other non-gaming revenues for the three months ended June 30, 2009 included food and beverage revenues of approximately $99.9 million, retail revenues of approximately $22.1 million, entertainment revenues of approximately $12.3 million, and other revenues from outlets, including the spa and salon, of approximately $16.1 million. The increase in food and beverage revenue is due primarily to business in our nightclubs including the opening of the Encore Beach Club and Surrender nightclub in May 2010. Entertainment revenues increased over the prior year quarter primarily due to performances by Garth Brooks in the Encore Theater which started in December 2009, as well as increased revenue from our Le Rêve show.

 

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Departmental, Administrative and Other Expenses

During the three months ended June 30, 2010, departmental expenses included casino expenses of $68.6 million, room expenses of $30.9 million, food and beverage expenses of $68.4 million, and entertainment, retail and other expenses of $33.6 million. Also included are general and administrative expenses of approximately $57.1 million and approximately $2.6 million charged as a provision for doubtful accounts receivable. During the three months ended June 30, 2009, departmental expenses included casino expenses of $60.7 million, room expenses of $26.7 million, food and beverage expenses of $61.8 million, and entertainment, retail and other expenses of $33.6 million. Also included are general and administrative expenses of approximately $57.6 million and approximately $4.5 million charged as a provision for doubtful accounts receivable. The increase in casino and room expenses were primarily attributable to additional customer acquisition and marketing costs as well as increased employee benefit expenses. Food and beverage expenses increased commensurate with the increase in revenue.

Entertainment, retail and other expenses in aggregate remained constant compared to the prior year quarter. Entertainment expenses increased primarily as a result of performances by Garth Brooks but were offset by lower expenses associated with our retail operations. General and administrative expenses decreased as a result of lower advertising expenses offset partially by higher repairs and replacement expenses associated with general property maintenance. Our provision for doubtful accounts receivable decreased during the three months ended June 30, 2010, compared to the prior year’s quarter.

Management fees

Since opening Wynn Las Vegas, management fees payable to Wynn Resorts for certain corporate management services have been charged and accrued at a rate equal to 1.5% of net revenues. These fees will be paid upon meeting certain leverage ratios and satisfying certain other criteria set forth in our Credit Facilities and the 6 5/8% and 7 7/8% First Mortgage Notes indentures. Management fees were $4.8 million for the quarter ended June 30, 2010, compared to $4.7 million for the quarter ended June 30, 2009.

Pre-opening costs

During the three months ended June 30, 2010, we incurred $1.6 million of pre-opening costs. We incurred no preopening costs for the three months ended June 30, 2009. Pre-opening costs incurred during the three months ended June 30, 2010, were related the Encore Beach Club which opened in May 2010.

Depreciation and amortization

Depreciation and amortization for the three months ended June 30, 2010 was $67.6 million compared to $78.4 million for the three months ended June 30, 2009. This decrease is primarily due to assets with a 5-year life being fully depreciated as of April 2010 at Wynn Las Vegas.

Property charges and other

Property charges and other for the three months ended June 30, 2010, were $0.5 million compared to a net gain of $6.6 million for the three months ended June 30, 2009. Property charges and other for the three months ended June 30, 2010 related to miscellaneous renovations and abandonments at Wynn Las Vegas and Encore.

Property charges and other for the three months ended June 30, 2009, include the write-off of $13.4 million of aircraft purchase deposits. On February 19, 2009, we cancelled an agreement to purchase an aircraft. The deposit was refundable to the extent another buyer was found. Due to the uncertainty as to the recoverability of this deposit, we wrote off the deposit in the first quarter of 2009. In the second quarter of 2009 another buyer was found and we recovered $8.1 million of our deposit. The remaining property charges were related to miscellaneous renovations and abandonments at Wynn Las Vegas and Encore.

 

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In response to our evaluation of our resort complex and the reactions of our guests, we continue to make enhancements. The costs relating to assets retired as a result of these enhancement and remodel efforts will be expensed as property charges.

Other non-operating costs and expenses

Interest expense was $46.2 million, net of capitalized interest of $0.4 million, for the three months ended June 30, 2010, compared to $37.7 million for the three months ended June 30, 2009. There was no interest capitalized during the three months ended June 30, 2009. Interest expense increased approximately $8.5 million primarily due to increased interest related to the $500 million 7 7/8% First Mortgage Notes issued in October 2009, offset by lower average borrowings outstanding on the Wynn Las Vegas credit facilities.

Changes in the fair value of our interest rate swaps are recorded as an increase (or decrease) in swap fair value in each period. We recorded an expense of approximately $2.3 million for the three months ended June 30, 2010, resulting from the decrease in the fair value of our interest rate swap from March 31, 2010 to June 30, 2010. We had no interest rate swaps during the prior year quarter.

As described in Note 6 to our Condensed Consolidated Financial Statements in this Quarterly Report on Form 10-Q we completed an exchange offer for a portion of our 6 5/8% first mortgage notes in April 2010. In connection with that exchange offer, the direct costs incurred with third parties of $3.2 million were expensed.

Financial results for the six months ended June 30, 2010 compared to the six months ended June 30, 2009.

Revenues

Net revenues for the six months ended June 30, 2010 are comprised of $256.7 million in casino revenues (40.3% of total net revenues) and $380.2 million of net non-casino revenues (59.7% of total net revenues). Net revenues for the six months ended June 30, 2009 were comprised of $241.8 million in casino revenues (40% of total net revenues) and $362.7 million of net non-casino revenues (60% of total net revenues).

Casino revenues are comprised of the net win from our table games and slot machine operations. We experienced an increase in casino revenues of approximately $14.9 million (or 6.2%) to $256.7 million for the six months ended June 30, 2010, compared to $241.8 million for the six months ended June 30, 2009. During the six months ended June 30, 2010, we experienced a 2.8% increase in drop and an increase in the average table games win percentage compared to the prior year. Our average table games win percentage (before discounts) of 21.7% was within the expected range of 21% to 24% for the six months ended June 30, 2010. For the six months ended June 30, 2009, our average table games win percentage (before discounts) was 19.2%. Slot handle decreased 23.3% during the six months ended June 30, 2010 as compared to 2009; however slot win decreased only 12.8% compared to the prior year.

For the six months ended June 30, 2010, room revenues were approximately $156.4 million, which represents a $10.1 million (or 6.1%) decrease over the $166.5 million generated in the six months ended June 30, 2009. We continued to experience a decrease in room rates during the six months ended June 30, 2010, compared to the six months ended June 30, 2009. We believe this is due to the current economic conditions in which we operate in the U.S. and the increased capacity in the Las Vegas market including the opening of a new large scale casino hotel in Las Vegas in December 2009. See the table below for key operating measures related to our room revenue.

 

     Six Months Ended
June 30,
 
       2010         2009    

Average Daily Rate

   $ 200      $ 220   

Occupancy

     91.0     88.0

REVPAR

   $ 182      $ 194   

 

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Other non-casino revenues for the six months ended June 30, 2010 include: food and beverage revenues of approximately $207.4 million, retail revenues of approximately $40.4 million, entertainment revenues of approximately $33.7 million, and other revenues from outlets such as the spa and salon, of approximately $31.4 million. Other non-gaming revenues for the six months ended June 30, 2009 included food and beverage revenues of approximately $196.9 million, retail revenues of approximately $41.7 million, entertainment revenues of approximately $25 million, and other revenues from outlets, including the spa and salon, of approximately $30.1 million. The increase in food and beverage revenue is due primarily to business in our nightclubs including the opening of the Encore Beach Club and Surrender nightclub in May 2010. Entertainment revenues increased over the prior year primarily due to performances by Garth Brooks in the Encore Theater which started in December 2009, as well as increased revenue from our Le Rêve show.

Departmental, Administrative and Other Expenses

During the six months ended June 30, 2010, departmental expenses included casino expenses of $145.4 million, room expenses of $61.5 million, food and beverage expenses of $126.4 million, and entertainment, retail and other expenses of $69.5 million. Also included are general and administrative expenses of approximately $116.9 million and approximately $9.3 million charged as a provision for doubtful accounts receivable. During the six months ended June 30, 2009, departmental expenses included casino expenses of $136.7 million, room expenses of $53 million, food and beverage expenses of $118.9 million, and entertainment, retail and other expenses of $63 million. Also included are general and administrative expenses of approximately $122.3 million and approximately $5.1 million charged as a provision for doubtful accounts receivable. The increase in casino and room expenses was primarily attributable to additional customer acquisition and marketing costs as well as increased employee benefit expenses. Food and beverage expenses increased commensurate with the increase in revenue.

Entertainment, retail and other expenses increased primarily as a result of performances by Garth Brooks. General and administrative expenses decreased as a result of lower advertising expenses and our cost savings initiatives offset partially by higher repairs and replacement expenses associated with general property maintenance. Our provision for doubtful accounts receivable increased during the six months ended June 30, 2010, compared to the prior year. This increase is primarily due to a reduction in the bad debt reserve taken in the first half of 2009 as a result of strong collection trends.

Management fees

Since opening Wynn Las Vegas, management fees payable to Wynn Resorts for certain corporate management services have been charged and accrued at a rate equal to 1.5% of net revenues. These fees will be paid upon meeting certain leverage ratios and satisfying certain other criteria set forth in our Credit Facilities and the 6 5/8% and 7 7/8% First Mortgage Notes indentures. Management fees were $9.6 million for the six months ended June 30, 2010, compared to $9.1 million for the six months ended June 30, 2009.

Pre-opening costs

During the six months ended June 30, 2010, we incurred $2 million of pre-opening costs. We incurred no preopening costs for the six months ended June 30, 2009. Pre-opening costs incurred during the six months ended June 30, 2010, were related the Encore Beach Club which opened in May 2010.

Depreciation and amortization

Depreciation and amortization for the six months ended June 30, 2010 was $146.5 million compared to $155.9 million for the six months ended June 30, 2009. This decrease is primarily due to assets with a 5-year life being fully depreciated as of April 2010 at Wynn Las Vegas, off set by depreciation of the assets of the Encore Beach Club which were placed into service in May 2010.

 

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Property charges and other

Property charges and other for the six months ended June 30, 2010, were $1.7 million compared to approximately $7.3 million for the six months ended June 30, 2009. Property charges and other for the six months ended June 30, 2010 related to miscellaneous renovations and abandonments at Wynn Las Vegas and Encore.

Property charges and other for the six months ended June 30, 2009, include the write-off of $13.4 million of aircraft purchase deposits. On February 19, 2009, we cancelled an agreement to purchase an aircraft. The deposit was refundable to the extent another buyer was found. Due to the uncertainty as to the recoverability of this deposit, we wrote off the deposit in the first quarter of 2009. In the second quarter of 2009 another buyer was found and we recovered $8.1 million of our deposit. The remaining property charges were related to miscellaneous renovations and abandonments at Wynn Las Vegas and Encore.

In response to our evaluation of our resort complex and the reactions of our guests, we continue to make enhancements. The costs relating to assets retired as a result of these enhancement and remodel efforts will be expensed as property charges.

Other non-operating costs and expenses

Interest expense was $91.3 million, net of capitalized interest of $0.6 million, for the six months ended June 30, 2010, compared to $74.5 million for the six months ended June 30, 2009. There was no interest capitalized during the six months ended June 30, 2009. Interest expense increased approximately $16.8 million primarily due to increased interest related to the $500 million 7 7/8% First Mortgage Notes issued in October 2009, offset by lower average borrowings outstanding on the Wynn Las Vegas credit facilities.

Changes in the fair value of our interest rate swaps are recorded as an increase (or decrease) in swap fair value in each period. We recorded an expense of approximately $4.6 million for the six months ended June 30, 2010, resulting from the decrease in the fair value of our interest rate swap from December 31, 2009 to June 30, 2010. We had no interest rate swaps during the prior year.

As described in Note 6 to our Condensed Consolidated Financial Statements we completed an exchange offer for a portion of our 6 5/8% first mortgage notes in April 2010. In connection with that exchange offer, the direct costs incurred with third parties of $3.2 million were expensed.

Liquidity and Capital Resources

Cash Flow from Operations

Our operating cash flows primarily consist of operating income generated by our resort (excluding depreciation and other non-cash charges), interest paid and changes in working capital accounts such as receivables, inventories, prepaid expenses and payables. Our table games play is a mix of cash play and credit play, while our slot machine play is conducted primarily on a cash basis. A significant portion of our table games revenue is attributable to the play of a limited number of high-end international customers that play on credit. Our ability to collect these gaming receivables may impact our operating cash flow for the period. Our rooms, food and beverage, and entertainment, retail and other revenue is conducted primarily on a cash basis or as a trade receivable. Accordingly, operating cash flows will be impacted by changes in operating income and accounts receivables.

Net cash provided by operations for the six months ended June 30, 2010 was $27.1 million compared to $1.3 million used in operations for the six months ended June 30, 2009. Operating cash flows were positively impacted by an improvement in our operating loss and benefits from ordinary working capital changes.

 

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Capital Resources

At June 30, 2010, we had approximately $50.3 million of cash and cash equivalents available for use without restriction, including for operations, debt service and retirement, new development activities, enhancements to Wynn Las Vegas and Encore and general corporate purposes. We require a certain amount of cash on hand for operations. We anticipate such funds, together with any other cash needs during 2010 in excess of what we generate from operations or additional borrowings, will be provided with capital contributions from Wynn Resorts. As of June 30, 2010, we had approximately $146.3 million available to draw under our Wynn Las Vegas credit facilities. Except for scheduled quarterly payments on one note payable, we have no debt maturities until September 2012.

Investing Activities

Capital expenditures were approximately $84.1 million for the six months ended June 30, 2010, and related primarily to the Encore Beach Club.

Financing Activities

As of June 30, 2010, our Wynn Las Vegas Amended and Restated Credit Agreement (the “Credit Agreement”), consisted of a $457.9 million revolving credit facility (the “Wynn Las Vegas Revolver”) and an $80.4 million term loan facility (the “Wynn Las Vegas Term Loan”) (together the “Wynn Las Vegas Credit Facilities”). As of June 30, 2010, we had borrowed $291.7 million under the Wynn Las Vegas Revolver. We also had $19.9 million of outstanding letters of credit that reduce our availability under the Wynn Las Vegas Revolver. We have availability of approximately $146.3 million under the Wynn Las Vegas Revolver as of June 30, 2010.

The Wynn Las Vegas credit facilities are obligations of Wynn Las Vegas, LLC and are guaranteed by and secured by substantially all of the assets (except the corporate aircraft) of each of its subsidiaries (other than Wynn Completion Guarantor, LLC). The obligations of Wynn Las Vegas, LLC and the guarantors under the Wynn Las Vegas Credit Facilities rank pari passu in right of payment with their existing and future senior indebtedness, including indebtedness with respect to the First Mortgage Notes and senior in right of payment to all of their existing and future subordinated indebtedness.

On March 26, 2010, Wynn Las Vegas, LLC and Wynn Las Vegas Capital Corp. (the “issuers”), each a direct or indirect wholly owned subsidiary of Wynn Resorts, Limited, commenced an offer to exchange all outstanding 6 5/8% First Mortgage Notes due 2014 (the “2014 Notes”) for 7 7/8% First Mortgage Notes due 2020 (the “2020 Notes”) of the issuers, upon the terms and subject to the conditions set forth in an offering memorandum (the “offering memorandum”), and a related letter of transmittal (the “exchange offer”). The exchange offer was conditioned upon, among other things, the tender of at least $250 million aggregate principal amount of 2014 Notes. The 2020 Notes were offered only to qualified institutional buyers and outside the United States in accordance with Rule 144A and Regulation S, respectively, under the Securities Act of 1933, as amended (the “Securities Act”). As of April 23, 2010, the expiration date, approximately $382 million of the 2014 Notes were validly tendered for exchange to the 2020 Notes. This includes $30 million of the 2014 Notes that were purchased by Wynn Resorts in 2009. The exchange offer closed on April 28, 2010

The 2020 Notes rank pari passu in right of payment with borrowings under Wynn Las Vegas, LLC’s credit facilities, the 2014 Notes and the issuers’ 7 7/8% First Mortgage Notes due 2017 (the “2017 Notes”). The 2020 Notes are senior secured obligations of the issuers, will be guaranteed by certain of Wynn Las Vegas, LLC’s subsidiaries and are secured by a first priority lien on substantially all of the existing and future assets of the issuers and guarantors and, subject to approval from the Nevada Gaming Commission, a first priority lien on the equity interests of Wynn Las Vegas, LLC, all of which is the same collateral that secures borrowings under Wynn Las Vegas, LLC’s credit facilities, the 2014 Notes and the 2017 Notes.

 

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As further described in the offering memorandum, noteholders who validly tendered 2014 Notes prior to the early delivery time received an early delivery payment of 1% of the amount tendered in cash which totaled approximately $3.8 million. In accordance with accounting standards, this will be included as deferred financing costs and amortized over the life of the 2020 Notes.

In August 2010, Wynn Las Vegas issued $1.32 billion of 7 3/4% First Mortgage Notes due 2020 (the “New 2020 Notes”) and concurrently tendered for all of its 2014 Notes. For a description of this transaction see Note 11 to the Condensed Consolidated Financial Statements in this Quarterly Report on Form 10-Q.

During the six months ended June 30, 2009, Wynn Resorts made capital contributions to us in the amount of $328.5 million. The proceeds from these contributions were used to fund construction costs of Encore paid during the six months ended June 30, 2009 and to fund paydowns on the Wynn Las Vegas Credit Facilities.

Contractual Obligations and Off-Balance Sheet Arrangements

Except for the exchange offer described in Note 6 to the Condensed Consolidated Financial Statements in this quarterly Report on Form 10-Q, there have been no material changes during the quarter to our contractual obligations or off-balance sheet arrangements as disclosed in our Annual Report on Form 10-K for the year ended December 31, 2009.

Other Liquidity Matters

We are restricted under the indentures governing the 2014 Notes, the 2017 Notes and the 2020 Notes from making certain “restricted payments” as defined in the indentures. These restricted payments include the payments of dividends or distributions to any direct or indirect holders of equity interests of Wynn Las Vegas, LLC. These restricted payments may not be made until certain other financial and non-financial criteria have been satisfied. In addition, the Credit Facilities contain similar restrictions.

Wynn Las Vegas, LLC intends to fund its operations and capital requirements from operating cash flow and availability under our credit facilities. We cannot be sure that Wynn Las Vegas, LLC will generate sufficient cash flow from operations or that future borrowings will be sufficient to enable us to service and repay Wynn Las Vegas, LLC’s indebtedness and to fund its other liquidity needs. We cannot be sure that we will be able to refinance any of our indebtedness on acceptable terms or at all.

On a continuing basis, we, our subsidiaries, and/or Wynn Resorts will evaluate, depending on market conditions, purchasing, refinancing, exchanging, tendering for or retiring certain of our outstanding debt in privately negotiated transactions, open market transactions or by other direct or indirect means.

New business developments or other unforeseen events may occur, resulting in the need to raise additional funds. We continue to explore opportunities to develop additional gaming or related businesses in Las Vegas, as well as other domestic or international markets. There can be no assurances regarding the business prospects with respect to any other opportunity. Any other development would require us to obtain additional financing.

Critical Accounting Policies and Estimates

A description of our critical accounting policies is included in Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2009. There have been no material changes to these policies for the six months ended June 30, 2010.

Recently Issued Accounting Standards

In June 2009, the Financial Accounting Standards Board (the “FASB”) issued new accounting standards regarding the consolidation of variable interest entities. These new accounting standards address the effects of elimination of the qualifying special-purpose entity concept from previous standards. These new accounting

 

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standards amend previous guidance in determining whether an enterprise has a controlling financial interest in a variable interest entity. This determination identifies the primary beneficiary of a variable interest entity as the enterprise that has both the power to direct the activities of a variable interest entity that most significantly impacts the entity’s economic performance and the ability to absorb losses or the right to receive benefits of the entity that could potentially be significant to the variable interest entity. We adopted the new accounting standards on January 1, 2010. The adoption of these new accounting standards did not have a material effect on our condensed consolidated financial statements.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Market risk is the risk of loss arising from adverse changes in market rates and prices, such as interest rates, foreign currency exchange rates and commodity prices.

Interest Rate Risks

Our primary exposure to market risk is interest rate risk associated with our debt facilities that bear interest based on floating rates. We attempt to manage interest rate risk by managing the mix of long-term fixed rate borrowings and variable rate borrowings, and in the past by using hedging activities. We cannot assure you that these risk management strategies will have the desired effect, and interest rate fluctuations could have a negative impact on our results of operations. We do not use derivative financial instruments, other financial instruments or derivative commodity instruments for trading or speculative purposes.

Interest Rate Swaps

As of June 30, 2010, we have one interest rate swap agreement to hedge a portion of the underlying interest rate risk on borrowings under the Wynn Las Vegas Credit Agreement. Under this swap agreement, we pay a fixed interest rate of 2.485% on borrowings of $250 million incurred under the Wynn Las Vegas Credit Agreement in exchange for receipts on the same amount at a variable interest rate based on the applicable LIBOR at the time of payment. This interest rate swap fixes the interest rate on $250 million of borrowings under the Wynn Las Vegas Credit Agreement at approximately 5.485%. This interest rate swap agreement matures in November 2012. Changes in the fair value of this interest rate swap have and will continue to be recorded as an increase/ (decrease) in swap fair value in our Condensed Consolidated Statements of Operations as the swap does not qualify for hedge accounting.

As of June 30, 2010, our interest rate swap had an approximate liability fair value of $8.8 million and is included in long-term liabilities in the accompanying Condensed Consolidated Balance Sheets. The fair value approximates the amount we would have paid if this contract had settled at the valuation date. Fair value is estimated based upon current, and predictions of future, interest rate levels along a yield curve, the remaining duration of the instruments and other market conditions, and therefore, is subject to significant estimation and a high degree of variability of fluctuation between periods.

Interest Rate Sensitivity

As of June 30, 2010, approximately 94% of our long-term debt was based on fixed rates including the notional amount of our swap. Based on our borrowings as of June 30, 2010, an assumed 1% change in variable rates would cause our annual interest cost to change by approximately $1.6 million.

Item 4. Controls and Procedures

(a) Disclosure Controls and Procedures. The Company’s management, with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the Company’s disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under

 

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the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of the end of the period covered by this report. In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can only provide reasonable assurance of achieving the desired control objectives and management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Based on such evaluation, the Company’s Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of such period, the Company’s disclosure controls and procedures were effective, at the reasonable assurance level, in recording, processing, summarizing and reporting, on a timely basis, information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act and are effective in ensuring that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the Company’s management, including the Company’s Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

(b) Internal Control Over Financial Reporting. There have not been any changes in the Company’s internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the fiscal quarter to which this report relates that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

 

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Part II—OTHER INFORMATION

Item IA. Risk Factors

A description of our risk factors can be found in Item IA of our Annual Report on Form 10-K for the year ended December 31, 2009. There were no material changes to those risk factors during the three months ended June 30, 2010.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Restrictions imposed by our debt instruments significantly restrict us, subject to certain exceptions for payment of allocable corporate overhead, from declaring or paying dividends or distributions. Specifically, we are restricted under the indentures governing the 6 5 /8% and 7 7/8% First Mortgage Notes from making certain “restricted payments” as defined therein. These restricted payments include the payment of dividends or distributions to any direct or indirect holders of our membership interests. These restricted payments may not be made until certain other financial and non-financial criteria have been satisfied. In addition, our Credit Facilities contain similar restrictions.

 

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Item 6. Exhibits

(a) Exhibits

EXHIBIT INDEX

 

Exhibit No.

  

Description

3.1    Second Amended and Restated Articles of Organization of Wynn Las Vegas, LLC. (1)
3.2    Second Amended and Restated Operating Agreement of Wynn Las Vegas, LLC. (1)
4.1    Indenture, dated as of April 28, 2010, by and among Wynn Las Vegas, LLC, Wynn Las Vegas Capital Corp., the Guarantors set forth therein and U.S. Bank National Association, as trustee. (2)
10.1    Registration Rights Agreement, dated as of April 28, 2010, by and among Wynn Las Vegas, LLC, Wynn Las Vegas Capital Corp., the Guarantors set forth therein, Deutsche Bank Securities Inc., Banc of America Securities LLC and J.P. Morgan Securities Inc. (2)
10.2    Fourth Amendment to Amended and Restated Master Disbursement Agreement, dated April 28, 2010, by and among Wynn Las Vegas, LLC, Deutsche Bank Trust Company Americas, as the Bank Agent, and Deutsche Bank Trust Company Americas, as the Disbursement Agent. (2)
10.3    Sixth Amendment to Amended and Restated Credit Agreement dated as of April 28, 2010 among Wynn Las Vegas, LLC, Wynn Las Vegas Capital Corp., Wynn Show Performers, LLC, Wynn Golf, LLC, Wynn Sunrise, LLC, World Travel, LLC, Kevyn, LLC, Las Vegas Jet, LLC, Wynn Resorts Holdings, LLC, Wynn Completion Guarantor, LLC and Deutsche Bank Trust Company Americas, as Administrative Agent. (2)
*31.1    Certification of Chief Executive Officer of Periodic Report Pursuant to Rule 13a – 14(a) and Rule 15d – 14(a).
*31.2    Certification of Chief Financial Officer of Periodic Report Pursuant to Rule 13a – 14(a) and Rule 15d – 14(a).
*32.1    Certification of CEO and CFO Pursuant to 18 U.S.C. Section 1350.

 

 * Filed herewith.

 

(1) Previously filed with the Registration Statement on Form S-4 filed by the Registrant on April 13, 2005 (File No. 333-124052) and incorporated herein by reference.

 

(2) Previously filed with the Current Report on Form 8-K filed by the Registrant on April 28, 2010, and incorporated herein by reference.

 

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

 

WYNN LAS VEGAS

 

Dated: August 6, 2010

  By:  

/s/    SCOTT PETERSON        

    Scott Peterson
    Senior Vice President and Chief Financial Officer
    (Principal Financial Officer)

 

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