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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 September 30, 2009

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 November 9, 2009.

 

 

 


Table of Contents

WYNN LAS VEGAS, LLC AND SUBSIDIARIES

INDEX

 

Part I.    Financial Information

  

Item 1.

  

Financial Statements

  
  

Condensed Consolidated Balance Sheets – September 30, 2009 (unaudited) and December 31, 2008

   3
  

Condensed Consolidated Statements of Operations (unaudited) – Three and nine months ended September 30, 2009 and 2008

   4
  

Condensed Consolidated Statements of Cash Flows (unaudited) – Nine months ended September  30, 2009 and 2008

   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

   35

Item 4.

  

Controls and Procedures

   36

Part II.    Other Information

  

Item IA

  

Risk Factors

   37

Item 2.

  

Unregistered Sales of Equity Securities and Use of Proceeds

   37

Item 6.

  

Exhibits

   38

Signature

   39

 

2


Table of Contents

WYNN LAS VEGAS, LLC AND SUBSIDIARIES

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

CONDENSED CONSOLIDATED BALANCE SHEETS

(amounts in thousands)

(unaudited)

 

     September 30,
2009
    December 31,
2008
 
ASSETS     

Current assets:

    

Cash and cash equivalents

   $ 153,248      $ 123,315   

Receivables, net

     85,484        98,282   

Inventories

     84,482        95,206   

Prepaid expenses and other

     20,404        21,648   

Due to affiliates, net

     346        —     
                

Total current assets

     343,964        338,451   

Property and equipment, net

     3,922,520        4,108,953   

Intangible assets, net

     15,393        16,881   

Deferred financing costs, net

     41,087        37,462   

Deposits and other assets

     49,676        77,969   

Investment in unconsolidated affiliates

     3,809        4,555   
                

Total assets

   $ 4,376,449      $ 4,584,271   
                
LIABILITIES AND MEMBER’S EQUITY     

Current liabilities:

    

Current portion of long-term debt

   $ 1,050      $ 1,050   

Accounts payable

     27,156        46,701   

Accrued interest

     37,970        10,110   

Accrued compensation and benefits

     40,239        50,127   

Other accrued expenses

     21,545        19,143   

Customer deposits and other liabilities

     66,968        101,825   

Due to affiliates, net

     —          200,424   
                

Total current liabilities

     194,928        429,380   

Long-term debt

     2,695,540        2,833,423   

Due to affiliates, net

     77,776        63,905   

Other

     3,978        —     
                

Total liabilities

     2,972,222        3,326,708   
                

Commitments and contingencies (Note 9)

    

Member’s equity:

    

Contributed capital

     1,826,348        1,474,286   

Accumulated deficit

     (422,121     (216,723
                

Total member’s equity

     1,404,227        1,257,563   
                

Total liabilities and member’s equity

   $ 4,376,449      $ 4,584,271   
                

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
September 30,
    Nine months ended
September 30,
 
     2009     2008     2009     2008  

Operating revenues:

        

Casino

   $ 143,988      $ 143,181      $ 385,812      $ 388,979   

Rooms

     76,867        65,323        243,410        208,026   

Food and beverage

     96,839        74,605        293,693        236,085   

Entertainment, retail and other

     51,341        51,008        148,180        160,325   
                                

Gross revenues

     369,035        334,117        1,071,095        993,415   

Less: promotional allowances

     (44,574     (39,317     (142,153     (115,546
                                

Net revenues

     324,461        294,800        928,942        877,869   
                                

Operating costs and expenses:

        

Casino

     67,592        66,916        208,487        196,747   

Rooms

     29,801        18,387        78,411        56,796   

Food and beverage

     61,294        47,788        178,674        145,223   

Entertainment, retail and other

     36,295        31,708        99,293        105,204   

General and administrative

     62,467        51,496        186,494        154,551   

Provision for doubtful accounts

     5,114        17,600        10,195        24,732   

Management fees

     4,814        4,425        13,871        13,170   

Pre-opening costs

     —          13,911        —          26,054   

Depreciation and amortization

     77,811        42,269        233,680        122,543   

Property charges and other

     159        632        7,453        21,711   
                                

Total operating costs and expenses

     345,347        295,132        1,016,558        866,731   
                                

Operating income (loss)

     (20,886     (332     (87,616     11,138   
                                

Other income (expense):

        

Interest income

     6        545        20        4,533   

Interest expense, net of capitalized interest

     (38,943     (17,404     (113,445     (55,231

Increase (decrease) in swap fair value

     (3,978     1,033        (3,978     (524

Equity in income (loss) from unconsolidated affiliates

     50        60        (379     297   
                                

Other income (expense), net

     (42,865     (15,766     (117,782     (50,925
                                

Net loss

   $ (63,751   $ (16,098   $ (205,398   $ (39,787
                                

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

 

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Table of Contents

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)

 

     Nine Months Ended
September 30,
 
     2009     2008  

Cash flows from operating activities:

    

Net loss

   $ (205,398   $ (39,787

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

    

Depreciation and amortization

     233,680        122,543   

Stock-based compensation

     7,072        7,013   

Amortization and writeoff of deferred financing costs and other

     15,541        7,632   

Equity in income from unconsolidated affiliates, net of distributions

     746        491   

Provision for doubtful accounts

     10,195        24,732   

Property charges and other

     7,453        21,711   

Decrease in swap fair value

     3,978        524   

Increase (decrease) in cash from changes in:

    

Receivables

     2,603        14,557   

Inventories and prepaid expenses and other

     14,684        (19,622

Accounts payable and accrued expenses

     (28,826     (3,841

Due to affiliates, net

     4,677        (3,297
                

Net cash provided by operating activities

     66,405        132,656   
                

Cash flows from investing activities:

    

Capital expenditures, net of construction payables and retention

     (224,084     (801,311

Restricted cash

     —          (574

Collection of note receivable from Wynn Resorts, Limited

     —          80,000   

Deposits and other assets

     4,403        (30,056

Due to affiliates, net

     4,202        13,382   
                

Net cash used in investing activities

     (215,479     (738,559
                

Cash flows from financing activities:

    

Principal payments on long-term debt

     (289,426     (700

Proceeds from issuance of long-term debt

     150,542        879,484   

Capital contribution from the Parent

     328,451        —     

Payment of financing costs

     (10,560     (3,979
                

Net cash provided by financing activities

     179,007        874,805   
                

Cash and cash equivalents:

    

Increase in cash and cash equivalents

     29,933        268,902   

Balance, beginning of period

     123,315        146,521   
                

Balance, end of period

   $ 153,248      $ 415,423   
                

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)

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 September 30, 2009, 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 nine months ended September 30, 2009 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, 2008.

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 September 30, 2009 and December 31, 2008, approximately 65% and 69% 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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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. Such amounts have increased with the opening of Encore in December 2008. The estimated cost of providing such promotional allowances is primarily included in casino expenses as follows (amounts in thousands):

 

     Three Months Ended
September 30,
   Nine Months Ended
September 30,
     2009    2008    2009    2008

Rooms

   $ 9,925    $ 6,886    $ 31,889    $ 19,886

Food and beverage

     14,689      12,748      45,138      39,350

Entertainment, retail and other

     3,309      3,172      8,214      7,431
                           

Total

   $ 27,923    $ 22,806    $ 85,241    $ 66,667
                           

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 $10.3 million and $9.4 million for the three months ended September 30, 2009 and 2008, respectively, and $27.8 million and $26.7 million for the nine months ended September 30, 2009 and 2008, 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 September 30, 2009 and 2008, advertising costs totaled approximately $3.7 million and $3.7 million, respectively. For the nine months ended September 30, 2009 and 2008, advertising costs totaled approximately $14.1 million and $15.5 million, respectively. There was approximately $0.8 million and $2 million, respectively of advertising costs included in pre-opening expenses for the three and nine months ended September 30, 2008.

Subsequent Events

In accordance with accounting standards for subsequent events, the Company has evaluated subsequent events through November 9, 2009, the date these financial statements were issued.

Recently Issued Accounting Standards

In September 2006, the Financial Accounting Standards Board (“FASB”) issued new accounting standards regarding fair value measurements. These standards define fair value, establish a framework for measuring fair value, and expand disclosures about fair value measurements under other accounting pronouncements that require or permit fair value measurements. These standards do not require any new fair value measurements. The Company partially adopted these new standards effective January 1, 2008 and adopted the remaining provisions on January 1, 2009. The Company currently does not have any non-financial assets or liabilities that are, or were recognized or disclosed at fair value on a recurring basis and accordingly the final adoption of these standards on January 1, 2009, did not have an impact the Company’s condensed consolidated financial statements.

In December 2007, the FASB issued new accounting standards regarding business combinations. These new accounting standards establish principles and requirements for how an acquirer recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, and noncontrolling interest in the acquiree and the goodwill acquired. The revision is intended to simplify existing guidance and converge rulemaking under U.S. GAAP with international accounting rules. These new accounting standards apply prospectively to business combinations where the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008. The adoption of these new accounting standards on January 1, 2009, did not impact the Company’s condensed consolidated financial statements.

In December 2007, the FASB issued new accounting standards regarding noncontrolling interest in consolidated financial statements. These new accounting standards establish accounting and reporting standards for ownership interest in subsidiaries held by parties other than the parent and for the deconsolidation of a subsidiary. It also clarifies that a noncontrolling interest in a subsidiary is an ownership interest in the consolidated entity that should be reported as equity in the consolidated financial statements. These new accounting standards change the way the consolidated income statement is presented by requiring consolidated net income to be reported at amounts that include the amount attributable to both the parent and the noncontrolling interests. These new accounting standards also establish reporting requirements that provide sufficient disclosure that clearly identify and distinguish between the interest of the parent and those of the noncontrolling owners. These new accounting standards are effective for fiscal years beginning on or after December 15, 2008. The adoption of these new accounting standards on January 1, 2009, did not impact the Company’s condensed consolidated financial statements.

 

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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)

 

In March 2008, the FASB issued new accounting standards regarding disclosures about derivative instruments and hedging activities. These new accounting standards are intended to improve financial reporting about derivative instruments and hedging activities by requiring enhanced disclosures to enable investors to better understand their effects on an entity’s financial position, financial performance, and cash flows. These new accounting standards are effective for fiscal years beginning after November 15, 2008. The adoption of these new accounting standards on January 1, 2009, did not have a material impact on the Company’s condensed consolidated financial statements.

In June 2009, 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 (“QSPE”) 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. These new accounting standards are effective January 1, 2010. The Company is currently evaluating the impact, if any, of adopting these new accounting standards on its condensed consolidated financial statements.

3. Supplemental Disclosure of Cash Flow Information

Interest paid for the nine months ended September 30, 2009 and 2008 totaled approximately $77.6 million and $76 million, respectively. Interest capitalized for the nine months ended September 30, 2009 and 2008 totaled $0 and $56.9 million, respectively.

During the nine months ended September 30, 2009 and 2008, capital expenditures include a decrease of approximately $179.6 million and an increase of approximately $34.4 million, respectively, in construction payables and retention recorded through amounts due to affiliates.

4. Receivables, net

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

 

     September 30,
2009
    December 31,
2008
 

Casino

   $ 131,169      $ 142,515   

Hotel

     15,469        13,051   

Other

     6,352        8,130   
                
     152,990        163,696   

Less: allowance for doubtful accounts

     (67,506     (65,414
                
   $ 85,484      $ 98,282   
                

 

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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)

 

5. Property and Equipment, net

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

 

     September 30,
2009
    December 31,
2008
 

Land and improvements

   $ 697,379      $ 695,474   

Buildings and improvements

     2,562,013        2,557,489   

Airplane

     44,254        44,254   

Furniture, fixtures and equipment

     1,325,150        1,301,182   

Construction in progress

     9,720        4,579   
                
     4,638,516        4,602,978   

Less: accumulated depreciation

     (715,996     (494,025
                
   $ 3,922,520      $ 4,108,953   
                

6. Long-Term Debt

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

 

     September 30,
2009
    December 31,
2008
 

6 5/8% First Mortgage Notes, due December 1, 2014, net of original issue discount of $8,560 at September 30, 2009, and $9,561 at December 31, 2008

   $ 1,625,670      $ 1,690,439   

Revolving Credit Facility; due July 15, 2013; interest at LIBOR plus 2.8%

     741,650        879,484   

Term Loan Facility; $112.5 million due September 30, 2012 with the remaining $112.5 million due August 15, 2013; interest at LIBOR plus 1.875%

     225,000        225,000   

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

     38,500        39,550   

Payable to Affiliate

     65,770        —     
                
     2,696,590        2,834,473   

Current portion of long-term debt

     (1,050     (1,050
                
   $ 2,695,540      $ 2,833,423   
                

6 5/8% First Mortgage Notes

During the nine months ended September 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.

Credit Facility

In April 2009, the Company entered into a fourth amendment to its Amended and Restated Credit Agreement (the “Credit Agreement”). This amendment, among other things, (i) provides a waiver of the

 

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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)

 

Consolidated Leverage Ratio, as defined in the Credit Agreement, until the quarter ending June 30, 2011, and increases such thresholds thereafter; (ii) provides additional flexibility with the Consolidated Interest Coverage Ratio, as defined in the Credit Agreement, by reducing such ratio from 1.75 : 1 to 1.25 : 1 beginning June 30, 2009 through March 31, 2011; (iii) extends the maturity on $609.8 million of revolver commitments from August 15, 2011 to July 15, 2013 (after giving effect to the permanent reduction described below); and (iv) removes the dollar limit on the equity cure provisions for the purpose of the Consolidated Leverage Ratio and the Consolidated Interest Coverage Ratio over the life of the loan. In exchange for the amendments, the Company (i) repaid 30% of the outstanding revolver loans of lenders consenting to the extension of their commitment (approximately $238 million) and permanently reduced such lender commitments by 25% to approximately $697 million; and (ii) agreed to an increase in the overall interest rate spread on the Credit Facilities from LIBOR plus 1.7% to LIBOR plus 2.6%.

Pursuant to the fourth amendment, the revolver commitments will reduce by an additional $61 million on August 15, 2011, and a further $55 million on August 15, 2012. The remaining commitments will mature on July 15, 2013. Lenders holding $87 million of the commitments did not agree to the amendment. Those commitments will mature on the original maturity date of August 15, 2011.

In August 2009, pursuant to the terms of the Credit Agreement, the Company expanded the availability of the Wynn Las Vegas Revolver by $65 million. All of the additional availability was borrowed as of September 30, 2009.

In September 2009, the Company entered into a fifth amendment to the Wynn Las Vegas Credit Agreement. This amendment, among other things, (i) permits Wynn Las Vegas to issue, on or before March 31, 2010, up to $500 million of new senior secured notes and (ii) requires that 75% of the net cash proceeds of any issuance of new senior secured notes be applied to prepay loans and reduce commitments under the Credit Agreement.

Interest Rate Swap

The Company entered into an interest rate swap agreement on August 14, 2009, with an effective date of November 27, 2009, to hedge a portion of the underlying interest rate risk on borrowings under the Wynn Las Vegas Credit Agreement. Under this new swap agreement, beginning November 27, 2009, the Company will 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.

Debt Covenant Compliance

As of September 30, 2009, management believes the Company was in compliance with all debt covenants.

Fair Value of Long-term Debt

The estimated fair value of the Company’s long-term debt at September 30, 2009 was approximately $2.5 billion compared to the carrying value which was $2.7 billion. The estimated fair value is based upon the most recent trades at September 30, 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)

 

7. Related Party Transactions, net

Amounts Due to Affiliates, net

As of September 30, 2009, the Company’s net due to affiliates was primarily comprised of construction payables of approximately $13 million, construction retention of approximately $8.5 million, a management fee of approximately $77.8 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 indenture), and other net amounts receivable from affiliates totaling $22 million.

As of December 31, 2008, the Company’s net due to affiliates was primarily comprised of construction payables of approximately $123.4 million, construction retention of approximately $77.7 million, a management fee of approximately $63.9 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 indenture), and other net amounts receivable from affiliates totaling $0.7 million (including corporate allocations discussed below).

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 6 5 /8% First Mortgage Notes and the Credit Facilities.

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 with the fourth quarter of 2008, the Company no longer intends to settle its corporate allocation and accordingly, such allocations have been recorded as a contribution to equity from Wynn Resorts. During the nine months ended September 30, 2009 and 2008, approximately $16.5 million and $19.2 million, respectively, was 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 such 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 September 30, 2009, and December 31, 2008, Wynn Resorts owed Mr. Wynn and the other officers and directors approximately $426,163 and $434,003, respectively.

Villa Suite Lease

Effective July 1, 2005, Mr. Wynn and his wife, Elaine P. Wynn (“Mrs. Wynn”), who is also a director of Wynn Resorts, lease from year to year villa suites in the Wynn Las Vegas resort as their personal residences.

 

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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)

 

Rent is determined by the Audit Committee of the Board of Directors of Wynn Resorts (the “Audit Committee”), and is based on the fair market value of the use of the suite accommodations. Based on third-party appraisals, the Audit Committee determined the rent for each year in the three-year period commencing July 1, 2005 and ending June 30, 2008 to be $580,000. Certain services for, and maintenance of, the suite are included in the rental. For the two year period commencing July 1, 2008 and ending June 30, 2010, based on a third-party appraisal and a reduction in housekeeping services to be provided, the Audit Committee determined the rent for each year will be $520,000. In March 2009, this lease was amended to add an additional unit to the leased premises. Based upon a third-party appraisal, there was no change in the rent due to the significant deterioration in the Las Vegas rental market.

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.

8. 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 September 30, 2009 were $0.2 million and related to miscellaneous remodels and abandonments at Wynn Las Vegas and Encore. The Company incurred property charges of $0.6 million during the three months ended September 30, 2008 which were related to miscellaneous renovations and abandonments.

Property charges and other for the nine months ended September 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 the agreement to purchase an aircraft. The deposit on the aircraft was refundable to the extent another buyer was found. Due to the uncertainty as to the recoverability of this deposit, the Company wrote such deposit off in the first quarter of 2009. In May 2009, another buyer was found for the aircraft and in accordance with the original purchase agreement, a portion of the Company’s deposit was refunded. The remaining property charges were related to miscellaneous renovations and abandonments at Wynn Las Vegas and Encore. Property charges and other for the nine months ended September 30, 2008 include $17.8 million of costs associated with Spamalot at Wynn Las Vegas which closed in July 2008. The costs included the production rights that were included in intangible assets, show production costs that were included in other assets and certain other property and equipment. In March 2008, the Company, together with the producers, elected to end the show’s run at Wynn Las Vegas in July 2008, pursuant to their contract. The remaining property charges were related to miscellaneous renovations and abandonments at Wynn Las Vegas.

 

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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)

 

9. Commitments and Contingencies

Litigation

The Company does not have any material litigation as of September 30, 2009.

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 September 30, 2009, the Company had not recorded a receivable related to this matter.

10. Member’s Equity

During the nine months ended September 30, 2009, Wynn Resorts made capital contributions to the Company totaling $328.5 million. The proceeds from these contributions were used to fund construction costs of Encore paid during the period and to fund the paydown on the Wynn Las Vegas Revolver for the amendment described in Note 6.

11. Subsequent Events

Wynn Las Vegas Credit Agreement

In October 2009, pursuant to an offer to purchase loans outstanding under the Credit Agreement, the Company purchased loans with a face value of $87.6 million for $ 84.4 million, reflecting a discounted price of 96.37%. As a result of this transaction, the Wynn Las Vegas Revolving Facility has been permanently reduced by $43.8 million and the Wynn Las Vegas Term Loan Facility has been permanently reduced by $44.8 million. In connection with this transaction, the Company will recognize a gain of approximately $2.1 million on early retirement of debt in the fourth quarter of 2009. The source of funds for this transaction was a capital contribution from Wynn Resorts.

7 7/8% Wynn Las Vegas First Mortgage Notes

In October 2009, Wynn Las Vegas, LLC and Wynn Las Vegas Capital Corp. (the “Issuers”), a direct and indirect wholly owned subsidiary of Wynn Resorts, Limited, respectively, issued, in a private offering, $500 million aggregate principal amount of 7 7/8% First Mortgage Notes due November 1, 2017 at a price of 97.823% of the principal amount. Net proceeds to the Company were approximately $480 million, after deducting the original issue discount and underwriting fees and other expenses. The notes rank pari passu with the borrowing under the Wynn Las Vegas credit facilities and the outstanding 6 5/8% First Mortgage Notes previously issued by the Issuers. The notes are senior secured obligations of the Issuers, are guaranteed by Wynn Las Vegas, LLC’s subsidiaries (subject to some exceptions), and are secured on an equal and ratable basis by a first priority lien on substantially all the existing and future assets of the Issuers and guarantors. In accordance with the fifth amendment to the Wynn Las Vegas Credit Agreement (see Note 6), the Company used the proceeds of this offering to repay amounts outstanding under the Wynn Las Vegas Revolver and Term Loan 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)

 

Subsequent to this transaction and the offer to purchase loans discussed above, the outstanding balance under the Wynn Las Vegas Term Loan Facility is $80.4 million and the outstanding balance under the Wynn Las Vegas Revolving Facility is $317.9 million, with remaining availability of $120 million. In connection with the permanent reduction of borrowings under the Wynn Las Vegas Credit Agreement, the Company will write off debt issue cost of approximately $5.8 million in the fourth quarter of 2009.

The notes have not been registered under the Securities Act of 1933 or under any state securities laws. Therefore, the holders 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. The Issuers have agreed to make an offer to exchange the notes for registered, publicly traded notes that have substantially identical terms as the notes.

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 September 30, 2009 and December 31, 2008, and for the three and nine months ended September 30, 2009 and 2008.

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 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 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 SEPTEMBER 30, 2009

(amounts in thousands)

(unaudited)

 

    Issuers     Guarantor
Subsidiaries
    Nonguarantor
Subsidiary
  Eliminating
Entries
    Total  
ASSETS          

Current assets:

         

Cash and cash equivalents

  $ 153,042      $ 201      $ 5   $ —        $ 153,248   

Receivables, net

    85,484        —          —       —          85,484   

Inventories

    84,482        —          —       —          84,482   

Prepaid expenses and other

    20,120        284        —       —          20,404   

Due to affiliates, net

    185,668        (193,203     7,881     —          346   
                                     

Total current assets

    528,796        (192,718     7,886     —          343,964   

Property and equipment, net

    3,723,452        199,068        —       —          3,922,520   

Intangible assets, net

    9,249        6,144        —       —          15,393   

Deferred financing costs, net

    41,087        —          —       —          41,087   

Deposits and other assets

    49,676        —          —       —          49,676   

Investment in unconsolidated affiliates

    (15,523     3,809        —       15,523        3,809   
                                     

Total assets

  $ 4,336,737      $ 16,303      $ 7,886   $ 15,523      $ 4,376,449   
                                     
LIABILITIES AND MEMBER’S EQUITY          

Current liabilities:

         

Current portion of long-term debt

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

Accounts payable

    27,156        —          —       —          27,156   

Accrued interest

    37,970        —          —       —          37,970   

Accrued compensation and benefits

    39,067        1,172        —       —          40,239   

Other accrued expenses

    21,505        40        —       —          21,545   

Customer deposits and other liabilities

    66,968        —          —       —          66,968   
                                     

Total current liabilities

    192,666        2,262        —       —          194,928   

Long-term debt

    2,658,090        37,450        —       —          2,695,540   

Due to affiliates, net

    77,776        —          —       —          77,776   

Other

    3,978        —          —       —          3,978   
                                     

Total liabilities

    2,932,510        39,712        —       —          2,972,222   
                                     

Commitments and contingencies

         

Member’s equity:

         

Contributed capital

    1,826,348        12,530        —       (12,530     1,826,348   

Accumulated earnings (deficit)

    (422,121     (35,939     7,886     28,053        (422,121
                                     

Total member’s equity

    1,404,227        (23,409     7,886     15,523        1,404,227   
                                     

Total liabilities and member’s equity

  $ 4,336,737      $ 16,303      $ 7,886   $ 15,523      $ 4,376,449   
                                     

 

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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, 2008

(amounts in thousands)

 

    Issuers     Guarantor
Subsidiaries
    Nonguarantor
Subsidiary
    Eliminating
Entries
    Total  
ASSETS          

Current assets:

         

Cash and cash equivalents

  $ 123,315      $ —        $ —        $ —        $ 123,315   

Receivables, net

    98,277        —          5        —          98,282   

Inventories

    95,206        —          —          —          95,206   

Prepaid expenses and other

    21,465        183        —          —          21,648   
                                       

Total current assets

    338,263        183        5        —          338,451   

Property and equipment, net

    3,906,460        202,493        —          —          4,108,953   

Intangible assets, net

    10,737        6,144        —          —          16,881   

Deferred financing costs, net

    37,462        —          —          —          37,462   

Deposits and other assets

    64,619        13,350        —          —          77,969   

Investment in unconsolidated affiliates

    (7,286     4,555        —          7,286        4,555   
                                       

Total assets

  $ 4,350,255      $ 226,725      $ 5      $ 7,286      $ 4,584,271   
                                       
LIABILITIES AND MEMBER’S EQUITY          

Current liabilities:

         

Current portion of long-term debt

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

Accounts payable

    46,701        —          —          —          46,701   

Accrued interest

    10,110        —          —          —          10,110   

Accrued compensation and benefits

    48,822        1,305        —          —          50,127   

Other accrued expenses

    19,104        39        —          —          19,143   

Customer deposits and other liabilities

    101,825        —          —          —          101,825   

Due to affiliates, net

    7,302        201,003        (7,881     —          200,424   
                                       

Total current liabilities

    233,864        203,397        (7,881     —          429,380   

Long-term debt

    2,794,923        38,500        —          —          2,833,423   

Due to affiliates, net

    63,905        —          —          —          63,905   
                                       

Total liabilities

    3,092,692        241,897        (7,881     —          3,326,708   
                                       

Commitments and contingencies

         

Member’s equity:

         

Contributed capital

    1,474,286        12,530        —          (12,530     1,474,286   

Accumulated earnings (deficit)

    (216,723     (27,702     7,886        19,816        (216,723
                                       

Total member’s equity

    1,257,563        (15,172     7,886        7,286        1,257,563   
                                       

Total liabilities and member’s equity

  $ 4,350,255      $ 226,725      $ 5      $ 7,286      $ 4,584,271   
                                       

 

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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 SEPTEMBER 30, 2009

(amounts in thousands)

(unaudited)

 

    Issuers     Guarantor
Subsidiaries
    Nonguarantor
Subsidiary
  Eliminating
Entries
    Total  

Operating revenues:

         

Casino

  $ 143,988      $ —        $ —     $ —        $ 143,988   

Rooms

    76,867        —          —       —          76,867   

Food and beverage

    96,839        —          —       —          96,839   

Entertainment, retail and other

    51,391        —          —       (50     51,341   
                                     

Gross revenues

    369,085        —          —       (50     369,035   

Less: promotional allowances

    (44,574     —          —       —          (44,574
                                     

Net revenues

    324,511        —          —       (50     324,461   
                                     

Operating costs and expenses:

         

Casino

    67,592        —          —       —          67,592   

Rooms

    29,801        —          —       —          29,801   

Food and beverage

    61,294        —          —       —          61,294   

Entertainment, retail and other

    36,295        —          —       —          36,295   

General and administrative

    62,926        (409     —       (50     62,467   

Provision for doubtful accounts

    5,114        —          —       —          5,114   

Management fees

    4,814        —          —       —          4,814   

Pre-opening costs

    —          —          —       —          —     

Depreciation and amortization

    76,620        1,191        —       —          77,811   

Property charges and other

    159        —          —       —          159   
                                     

Total operating costs and expenses

    344,615        782        —       (50     345,347   
                                     

Operating loss

    (20,104     (782     —       —          (20,886
                                     

Other income (expense):

         

Interest income

    6        —          —       —          6   

Interest expense, net of capitalized interest

    (38,719     (224     —       —          (38,943

Decrease in swap fair value

    (3,978     —          —       —          (3,978

Equity in income (loss) from unconsolidated affiliates

    (956     50        —       956        50   
                                     

Other income (expense), net

    (43,647     (174     —       956        (42,865
                                     

Net income (loss)

  $ (63,751   $ (956   $ —     $ 956      $ (63,751
                                     

 

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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 SEPTEMBER 30, 2008

(amounts in thousands)

(unaudited)

 

    Issuers     Guarantor
Subsidiaries
    Nonguarantor
Subsidiary
  Eliminating
Entries
    Total  

Operating revenues:

         

Casino

  $ 143,181      $ —        $ —     $ —        $ 143,181   

Rooms

    65,323        —          —       —          65,323   

Food and beverage

    74,605        —          —       —          74,605   

Entertainment, retail and other

    51,068        —          —       (60     51,008   
                                     

Gross revenues

    334,177        —          —       (60     334,117   

Less: promotional allowances

    (39,317     —          —       —          (39,317
                                     

Net revenues

    294,860        —          —       (60     294,800   
                                     

Operating costs and expenses:

         

Casino

    66,916        —          —       —          66,916   

Rooms

    18,387        —          —       —          18,387   

Food and beverage

    47,788        —          —       —          47,788   

Entertainment, retail and other

    31,708        —          —       —          31,708   

General and administrative

    51,837        (281     —       (60     51,496   

Provision for doubtful accounts

    17,600        —          —       —          17,600   

Management fees

    4,425        —          —       —          4,425   

Pre-opening costs

    13,911        —          —       —          13,911   

Depreciation and amortization

    41,142        1,127        —       —          42,269   

Property charges and other

    632        —          —       —          632   
                                     

Total operating costs and expenses

    294,346        846        —       (60     295,132   
                                     

Operating income (loss)

    514        (846     —       —          (332
                                     

Other income (expense):

         

Interest income

    414        —          131     —          545   

Interest expense, net of capitalized interest

    (16,974     (430     —       —          (17,404

Increase in swap fair value

    1,033        —          —       —          1,033   

Equity in income (loss) from unconsolidated affiliates

    (1,085     60        —       1,085        60   
                                     

Other income (expense), net

    (16,612     (370     131     1,085        (15,766
                                     

Net income (loss)

  $ (16,098   $ (1,216   $ 131   $ 1,085      $ (16,098
                                     

 

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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

NINE MONTHS ENDED SEPTEMBER 30, 2009

(amounts in thousands)

(unaudited)

 

    Issuers     Guarantor
Subsidiaries
    Nonguarantor
Subsidiary
  Eliminating
Entries
  Total  

Operating revenues:

         

Casino

  $ 385,812      $ —        $ —     $ —     $ 385,812   

Rooms

    243,410        —          —       —       243,410   

Food and beverage

    293,693        —          —       —       293,693   

Entertainment, retail and other

    147,801        —          —       379     148,180   
                                   

Gross revenues

    1,070,716        —          —       379     1,071,095   

Less: promotional allowances

    (142,153     —          —       —       (142,153
                                   

Net revenues

    928,563        —          —       379     928,942   
                                   

Operating costs and expenses:

         

Casino

    208,487        —          —       —       208,487   

Rooms

    78,411        —          —       —       78,411   

Food and beverage

    178,674        —          —       —       178,674   

Entertainment, retail and other

    99,293        —          —       —       99,293   

General and administrative

    187,872        (1,757     —       379     186,494   

Provision for doubtful accounts

    10,195        —          —       —       10,195   

Management fees

    13,871        —          —       —       13,871   

Pre-opening costs

    —          —          —       —       —     

Depreciation and amortization

    230,118        3,562        —       —       233,680   

Property charges and other

    2,191        5,262        —       —       7,453   
                                   

Total operating costs and expenses

    1,009,112        7,067        —       379     1,016,558   
                                   

Operating loss

    (80,549     (7,067     —       —       (87,616
                                   

Other income (expense):

         

Interest income

    20        —          —       —       20   

Interest expense, net of capitalized interest

    (112,654     (791     —       —       (113,445

Decrease in swap fair value

    (3,978           (3,978

Equity in income (loss) from unconsolidated affiliates

    (8,237     (379     —       8,237     (379
                                   

Other income (expense), net

    (124,849     (1,170     —       8,237     (117,782
                                   

Net income (loss)

  $ (205,398   $ (8,237   $ —     $ 8,237   $ (205,398
                                   

 

20


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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

NINE MONTHS ENDED SEPTEMBER 30, 2008

(amounts in thousands)

(unaudited)

 

    Issuers     Guarantor
Subsidiaries
    Nonguarantor
Subsidiary
  Eliminating
Entries
    Total  

Operating revenues:

         

Casino

  $ 388,979      $ —        $ —     $ —        $ 388,979   

Rooms

    208,026        —          —       —          208,026   

Food and beverage

    236,085        —          —       —          236,085   

Entertainment, retail and other

    160,622        —          —       (297     160,325   
                                     

Gross revenues

    993,712        —          —       (297     993,415   

Less: promotional allowances

    (115,546     —          —       —          (115,546
                                     

Net revenues

    878,166        —          —       (297     877,869   
                                     

Operating costs and expenses:

         

Casino

    196,747        —          —       —          196,747   

Rooms

    56,796        —          —       —          56,796   

Food and beverage

    145,223        —          —       —          145,223   

Entertainment, retail and other

    105,204        —          —       —          105,204   

General and administrative

    155,606        (758     —       (297     154,551   

Provision for doubtful accounts

    24,732        —          —       —          24,732   

Management fees

    13,170        —          —       —          13,170   

Pre-opening costs

    26,054        —          —       —          26,054   

Depreciation and amortization

    119,189        3,354        —       —          122,543   

Property charges and other

    21,706        5        —       —          21,711   
                                     

Total operating costs and expenses

    864,427        2,601        —       (297     866,731   
                                     

Operating income (loss)

    13,739        (2,601     —       —          11,138   
                                     

Other income (expense):

         

Interest income

    3,959        —          574     —          4,533   

Interest expense, net of capitalized interest

    (53,756     (1,475     —       —          (55,231

Decrease in swap fair value

    (524     —          —       —          (524

Equity in income (loss) from unconsolidated affiliates

    (3,205     297        —       3,205        297   
                                     

Other income (expense), net

    (53,526     (1,178     574     3,205        (50,925
                                     

Net income (loss)

  $ (39,787   $ (3,779   $ 574   $ 3,205      $ (39,787
                                     

 

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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

NINE MONTHS ENDED SEPTEMBER 30, 2009

(amounts in thousands)

(unaudited)

 

    Issuers     Guarantor
Subsidiaries
    Non-guarantor
Subsidiaries
  Eliminating
Entries
    Total  

Cash flows from operating activities:

         

Net income (loss)

  $ (205,398   $ (8,237   $ —     $ 8,237      $ (205,398

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

         

Depreciation and amortization

    230,118        3,562        —       —          233,680   

Stock-based compensation

    7,072        —          —       —          7,072   

Amortization and writeoff of deferred financing
costs and other

    15,541        —          —       —          15,541   

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

    8,237        746        —       (8,237     746   

Provision for doubtful accounts

    10,195        —          —       —          10,195   

Property charges and other

    2,191        5,262        —       —          7,453   

Decrease in swap fair value

    3,978        —          —       —          3,978   

Increase (decrease) in cash from changes in:

         

Receivables

    2,598        —          5     —          2,603   

Inventories and prepaid expenses and other

    14,786        (102     —       —          14,684   

Accounts payable, accrued expenses and other

    (28,695     (131     —       —          (28,826

Due to affiliates, net

    9,643        (4,966     —       —          4,677   
                                     

Net cash provided by (used in)
operating activities

    70,266        (3,866     5     —          66,405   
                                     

Cash flows from investing activities:

         

Capital expenditures, net of construction payables
and retentions

    (223,947     (137     —       —          (224,084

Deposits and other assets

    (3,685     8,088        —       —          4,403   

Due to affiliates, net

    7,036        (2,834     —       —          4,202   
                                     

Net cash provided by (used in)
investing activities

    (220,596     5,117        —       —          (215,479
                                     

Cash flows from financing activities:

         

Principal payments on long-term debt

    (288,376     (1,050     —       —          (289,426

Proceeds from issuance of long-term debt

    150,542        —          —       —          150,542   

Capital contribution from the Parent

    328,451        —          —       —          328,451   

Payments of financing costs

    (10,560     —          —       —          (10,560
                                     

Net cash provided by (used in)
financing activities

    180,057        (1,050     —       —          179,007   
                                     

Cash and cash equivalents:

         

Increase in cash and cash equivalents

    29,727        201        5     —          29,933   

Balance, beginning of period

    123,315        —          —       —          123,315   
                                     

Balance, end of period

  $ 153,042      $ 201      $ 5   $ —        $ 153,248   
                                     

 

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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

NINE MONTHS ENDED SEPTEMBER 30, 2008

(amounts in thousands)

(unaudited)

 

    Issuers     Guarantor
Subsidiaries
    Non-guarantor
Subsidiaries
    Eliminating
Entries
    Total  

Cash flows from operating activities:

         

Net income (loss)

  $ (39,787   $ (3,779   $ 574      $ 3,205      $ (39,787

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

         

Depreciation and amortization

    119,189        3,354        —          —          122,543   

Stock-based compensation

    7,013        —          —          —          7,013   

Amortization and writeoff of deferred financing costs and other

    7,632        —          —          —          7,632   

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

    3,205        491        —          (3,205     491   

Provision for doubtful accounts

    24,732        —          —          —          24,732   

Property charges and other

    21,706        5        —          —          21,711   

Decrease in swap fair value

    524        —          —          —          524   

Increase (decrease) in cash from changes in:

         

Receivables

    14,519        38        —          —          14,557   

Inventories and prepaid expenses and other

    (19,543     (79     —          —          (19,622

Accounts payable, accrued expenses
and other

    (4,725     884        —          —          (3,841

Due to affiliates, net

    2,244        (5,541     —          —          (3,297
                                       

Net cash provided by (used in)
operating activities

    136,709        (4,627     574        —          132,656   
                                       

Cash flows from investing activities:

         

Capital expenditures, net of construction payables and retention

    (800,889     (422     —          —          (801,311

Restricted cash

    —          —          (574     —          (574

Note receivable from Wynn Resorts, Limited

    80,000        —          —          —          80,000   

Deposits and other assets

    (30,056     —          —          —          (30,056

Due to affiliates, net

    7,598        5,784        —          —          13,382   
                                       

Net cash provided by (used in)
investing activities

    (743,347     5,362        (574     —          (738,559
                                       

Cash flows from financing activities:

         

Principal payments on long-term debt

    —          (700     —          —          (700

Proceeds from issuance of long-term debt

    879,484        —          —          —          879,484   

Payments of financing costs

    (3,979     —          —          —          (3,979
                                       

Net cash provided by (used in) financing activities

    875,505        (700     —          —          874,805   
                                       

Cash and cash equivalents:

         

Increase in cash and cash equivalents

    268,867        35        —          —          268,902   

Balance, beginning of period

    146,556        (35     —          —          146,521   
                                       

Balance, end of period

  $ 415,423      $ —        $ —        $ —        $ 415,423   
                                       

 

23


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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;

 

   

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 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);

 

   

the impact that an outbreak of an infectious disease, such as H1N1 influenza or the avian flu, or the impact of a natural disaster may have on the travel and leisure industry;

 

24


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the consequences of the wars 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

We believe Wynn Las Vegas is the preeminent destination casino resort on the Strip in Las Vegas. Wynn Las Vegas currently 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;

 

   

22 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 and full service spa and salon; and

 

   

A showroom, two nightclubs and lounges.

Encore

We opened Encore, an expansion of Wynn Las Vegas, on December 22, 2008. Encore currently 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;

 

   

Twelve food and beverage outlets;

 

   

Approximately 27,000 square feet of high-end brand name retail shopping, including stores and boutiques by Hermes, Chanel and Rock & Republic;

 

   

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

 

   

A showroom, nightclub 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 at Wynn Las Vegas and Encore.

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.

Current Economic and Operating Environment

Due to a number of factors affecting consumers, including a slowdown in global economies, contracting credit markets, reduced consumer and corporate spending, and new U.S. political leadership, the outlook for the gaming, travel and entertainment industries both domestically and abroad continues to remain highly uncertain. Auto traffic into Las Vegas, airline capacity and air travel to McCarran International airport have continued to decline year over year, resulting in lower casino volumes and a reduced demand for hotel rooms. This slow down was particularly significant in the fourth quarter of 2008 and has continued throughout 2009. Based on our experience and current market conditions, we believe that Wynn Las Vegas and Encore have, and will continue to experience lower than historical hotel occupancy rates, room rates, casino volumes, with resulting lower departmental profitability. Additionally, in early 2009, we experienced cancellation and attrition of group business at greater than historical levels.

As a result of the current economic conditions, we have focused on efficiency initiatives that we began implementing at Wynn Las Vegas and Encore in early 2009. These initiatives include reductions in pay for salaried employees, reduced work weeks for full-time hourly employees, the substantial reduction of 2009 bonus accruals and a suspension of the employer match to the 401(k) contributions.

Results of Operations

Our results of operations for the periods presented are not comparable as the three and nine months ended September 30, 2009 includes the expansion of Wynn Las Vegas which opened on December 22, 2008, whereas the prior year periods included only Wynn Las Vegas. We believe that our operating results for the three and nine months ended September 30, 2009, were adversely impacted by the weakened global economy. Disruptions in the global financial markets and reduced levels of consumer spending have and are likely to 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 Wynn Las Vegas and Encore for our operating cash flow. Concentration of our cash flow in one property 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 property, 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 September 30, 2009 of $63.8 million compared to net a net loss of $16.1 million recorded during the quarter ended September 30, 2008. For the nine months ended September 30, 2009, we recorded a net loss of $205.4 million compared to a net loss of $39.8 million for the nine months ended September 30, 2008. Revenues increased only slightly during 2009 despite the opening of Encore in December 2008. Incremental departmental expenses associated with Encore and additional depreciation expense related to Encore resulted in an increase in our operating loss. Interest expense also increased significantly in 2009 as we no longer capitalize interest as a result of Encore’s opening in December 2008.

 

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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.

 

   

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 September 30, 2009 compared to the three months ended September 30, 2008.

As noted earlier, our financial results for the three months ended September 30, 2009 are not comparable to the three months ended September 30, 2008, as the three months ended September 30, 2009 includes the expansion of Wynn Las Vegas which opened on December 22, 2008, whereas the prior year quarter includes only Wynn Las Vegas.

Revenues

Net revenues for the three months ended September 30, 2009 are comprised of $144 million in casino revenues (44.4% of total net revenues) and $180.5 million of net non-casino revenues (55.6% of total net revenues). Net revenues for the three months ended September 30, 2008 were comprised of $143.2 million in casino revenues (48.6% of total net revenues) and $151.6 million of net non-casino revenues (51.4% of total net revenues).

Casino revenues are comprised of the net win from our table games and slot machine operations. We expanded Wynn Las Vegas with the opening of Encore in December 2008, which added approximately 90 table games and approximately 800 slot machines to our casino operations. Even with these additions, we experienced an increase of only $0.8 million in casino revenues for the three months ended September 30, 2009, compared to the three months ended September 30, 2008. During the three months ended September 30, 2009, drop decreased 2.4% and our average table games win percentage (before discounts) was 23.7%, which was within the expected range of 21% to 24%. For the three months ended September 30, 2008, our average table games win percentage (before discounts) was 24.3%. Slot handle decreased less than 1% during the three months ended September 30, 2009, as compared to 2008, and the slot win percentage was within the expected range of 4.5% to 5.5%.

For the three months ended September 30, 2009, room revenues were approximately $76.9 million, which represents an $11.5 million (or 17.7 %) increase over the $65.3 million generated in the three months ended September 30, 2008. This increase is a result of the addition of 2,034 suites at Encore which opened in December 2008. We continued to experience a decrease in occupancy and room rates during the three months ended September 30, 2009, compared to the three months ended September 30, 2008. See the table below for key operating measures related to our room revenue.

 

     Three Months Ended
September 30,
 
         2009             2008      

Average Daily Rate

   $ 210      $ 272   

Occupancy

     83.9     96.1

REVPAR

   $ 176      $ 261   

 

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Other non-casino revenues for the three months ended September 30, 2009, include: food and beverage revenues of approximately $96.8 million, retail revenues of approximately $21 million, entertainment revenues of approximately $16.6 million, and other revenues from outlets such as the spa and salon, of approximately $13.8 million. Other non-gaming revenues for the three months ended September 30, 2008 included food and beverage revenues of approximately $74.6 million, retail revenues of approximately $23 million, entertainment revenues of approximately $16 million, and other revenues from outlets, including the spa and salon, of approximately $12 million. On a comparable basis, excluding the Encore expansion, which opened in December 2008, all of our departmental revenues have declined when compared to the prior year quarter due to the current economic environment in which we are operating. Food and beverage revenues increased during the three months ended September 30, 2009 as a result of the additional 12 food and beverage outlets located in the Encore expansion. Although we added new retail outlets at Encore, retail revenues declined due to reduced consumer spending as a result of the current economic environment.

Departmental, Administrative and Other Expenses

During the three months ended September 30, 2009, departmental expenses included casino expense of $67.6 million, rooms expense of $29.8 million, food and beverage expense of $61.3 million, and entertainment, retail and other expense of $36.3 million. Also included are general and administrative expenses of approximately $62.5 million and approximately $5.1 million charged as a provision for doubtful accounts receivable. During the three months ended September 30, 2008, departmental expenses included casino expenses of $66.9 million, room expenses of $18.4 million, food and beverage expenses of $47.8 million, and entertainment, retail and other expenses of $31.7 million. Also included are general and administrative expenses of approximately $51.5 million and approximately $17.6 million charged as a provision for doubtful accounts receivable. Expenses for the three months ended September 30, 2009 increased compared to September 30, 2008 as a result of the Encore expansion which opened in December 2008. Our provision for doubtful accounts receivable declined during the three months ended September 30, 2009, compared to the prior year quarter. In the prior year quarter we increased our reserves in light of the economic uncertainty that existed at that time.

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% First Mortgage Notes indenture. Management fees were $4.8 million for the quarter ended September 30, 2009, compared to $4.4 million for the quarter ended September 30, 2008.

Pre-opening costs

During the three months ended September 30, 2009, we incurred no pre-opening costs compared to $13.9 million for the three months ended September 30, 2008. Pre-opening costs incurred during the three months ended September 30, 2008, were related to Encore which opened in December 2008.

Depreciation and amortization

Depreciation and amortization for the three months ended September 30, 2009 was $77.8 million compared to $42.3 million for the three months ended September 30, 2008. This increase is primarily due to depreciation on the assets of Encore, which were placed into service in December 2008.

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 September 30, 2009 were $0.2 million and

 

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related to miscellaneous remodels and abandonments at Wynn Las Vegas and Encore. The Company incurred property charges of $0.6 million during the three months ended September 30, 2008, related to miscellaneous renovations and abandonments.

In response to our evaluation of Wynn Las Vegas and the reactions of our guests, we continue to make enhancements to the property. 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 income decreased by $0.5 million compared to the prior year quarter. This decrease is due to the repayment of an $80 million note receivable from Wynn Resorts in July 2008, that resulted in interest income of $0.3 million in the prior year quarter, as well as a decrease in the average interest rate earned on our invested cash balances and reduced average invested cash balances during the three months ended September 30, 2009 compared to the prior year quarter.

Interest expense was $38.9 million, net of capitalized interest of $0 million, for the three months ended September 30, 2009, compared to $17.4 million, net of capitalized interest of $21.9 million during the three months ended September 30, 2008. Interest expense increased approximately $21.5 million primarily due to a $21.9 million decrease in capitalized interest with the opening of Encore.

Changes in the fair value of our interest rate swaps are recorded as increase (or decrease) in swap fair value in each period. We recorded an expense of approximately $4 million for the three months ended September 30, 2009, resulting from the decrease in the fair value of our interest rate swap from August 2009 (the date we entered into the agreement) to September 30, 2009. We recorded a gain of approximately $1 million for the three months ended September 30, 2008, resulting from the increase in the fair value of our interest rate swap from June 30, 2008 to September 30, 2008.

Financial results for the nine months ended September 30, 2009 compared to the nine months ended September 30, 2008.

As noted earlier, our financial results for the nine months ended September 30, 2009 are not comparable to the nine months ended September 30, 2008, as the nine months ended September 30, 2009 includes the expansion of Wynn Las Vegas which opened on December 22, 2008, whereas the prior year quarter includes only Wynn Las Vegas.

Revenues

Net revenues for the nine months ended September 30, 2009 are comprised of $385.8 million in casino revenues (41.5% of total net revenues) and $543.1 million of net non-casino revenues (58.5% of total net revenues). Net revenues for the nine months ended September 30, 2008 were comprised of $389 million in casino revenues (44.3% of total net revenues) and $488.9 million of net non-casino revenues (55.7% of total net revenues).

Casino revenues are comprised of the net win from our table games and slot machine operations. We expanded Wynn Las Vegas with the opening of Encore in December 2008, which added approximately 90 table games and approximately 800 slot machines to our casino operations. Even with these additions, we experienced a decrease in casino revenues of approximately $3.2 million to $385.8 million for the nine months ended September 30, 2009, compared to $389 million for the nine months ended September 30, 2008. During the nine months ended September 30, 2009, we experienced a 1.6% decrease in drop and a decrease in the average table games win percentage compared to the prior year. Our average table games win percentage (before discounts) of 20.7% was below the expected range of 21% to 24% for the nine months ended September 30, 2009. For the nine

 

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months ended September 30, 2008, our average table games win percentage (before discounts) was 21.6%. Slot handle increased less than 1% during the nine months ended September 30, 2009, as compared to 2008, and the slot win percentage was within the expected range of 4.5% to 5.5%.

For the nine months ended September 30, 2009, room revenues were approximately $243.4 million, which represents a $35.4 million (or 17%) increase over the $208 million generated in the nine months ended September 30, 2008. This increase is a result of the addition of 2,034 suites at Encore which opened in December 2008. We continued to experience a decrease in occupancy and room rates during the nine months ended September 30, 2009, compared to the nine months ended September 30, 2008. See the table below for key operating measures related to our room revenue.

 

     Nine months Ended
September 30,
 
       2009         2008    

Average Daily Rate

   $ 217      $ 291   

Occupancy

     86.6     96.1

REVPAR

   $ 188      $ 280   

Other non-casino revenues for the nine months ended September 30, 2009 include: food and beverage revenues of approximately $293.7 million, retail revenues of approximately $62.7 million, entertainment revenues of approximately $41.6 million, and other revenues from outlets such as the spa and salon, of approximately $43.9 million. Other non-gaming revenues for the nine months ended September 30, 2008 included food and beverage revenues of approximately $236.1 million, retail revenues of approximately $67.6 million, entertainment revenues of approximately $54.1 million, and other revenues from outlets, including the spa and salon, of approximately $38.6 million. On a comparable basis, excluding the Encore expansion, which opened in December 2008, all of our revenues have declined when compared to the prior year due to the current economic environment in which we are operating. Food and beverage revenues increased during the nine months ended September 30, 2009 as a result of the additional 12 food and beverage outlets located in the Encore expansion. Although we added new retail outlets at Encore, retail revenues have declined due to reduced consumer spending as a result of the current economic environment. Entertainment revenues decreased over the prior year primarily due to the closure of the Spamalot production show in July 2008.

Departmental, Administrative and Other Expenses

During the nine months ended September 30, 2009, departmental expenses included casino expense of $208.5 million, rooms expense of $78.4 million, food and beverage expense of $178.7 million, and entertainment, retail and other expense of $99.3 million. Also included are general and administrative expenses of approximately $186.5 million and approximately $10.2 million charged as a provision for doubtful accounts receivable. During the nine months ended September 30, 2008, departmental expenses included casino expenses of $196.7 million, room expenses of $56.8 million, food and beverage expenses of $145.2 million, and entertainment, retail and other expenses of $105.2 million. Also included are general and administrative expenses of approximately $154.6 million and approximately $24.7 million charged as a provision for doubtful accounts receivable. Expenses for the nine months ended September 30, 2009 increased compared to September 30, 2008 as a result of the Encore expansion which opened in December 2008. Our provision for doubtful accounts receivable declined during the nine months ended September 30, 2009 compared to the prior year. In the prior year we increased our reserves in light of the economic uncertainty that existed at that time. Due to recent strong collection trends we have reduced a portion of the additional reserves we recorded in the third quarter of 2008.

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

 

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the 6 5/8% First Mortgage Notes indenture. Management fees were $13.9 million for the nine months ended September 30, 2009, compared to $13.2 million for the nine months ended September 30, 2008.

Pre-opening costs

During the nine months ended September 30, 2009, we incurred no pre-opening costs compared to $26.1 million for the nine months ended September 30, 2008. Pre-opening costs incurred during the nine months ended September 30, 2008 were related to Encore which opened in December 2008.

Depreciation and amortization

Depreciation and amortization for the nine months ended September 30, 2009 was $233.7 million compared to $122.5 million for the nine months ended September 30, 2008. This increase is primarily due to depreciation on the assets of Encore, which were placed into service in December 2008.

Property charges and other

Property charges and other for the nine months ended September 30, 2009, were $7.5 million compared to approximately $21.7 million for the nine months ended September 30, 2008. Property charges and other for the nine months ended September 30, 2009, include $5.3 million of aircraft purchase deposits written off during the nine months ended September 30, 2009. On February 19, 2009, we cancelled the agreement to purchase an aircraft. We also incurred property charges during the nine months ended September 30, 2009, which were related to miscellaneous renovations and abandonments. Property charges and other for the nine months ended September 30, 2008, include $17.8 million of costs associated with Spamalot at Wynn Las Vegas which closed in July 2008. The costs included the production rights that were included in intangible assets, show production costs that were included in other assets and certain other property and equipment. The remaining property charges were related to miscellaneous renovations and abandonments at Wynn Las Vegas and Encore.

In response to our evaluation of Wynn Las Vegas and Encore and the reactions of our guests, we continue to make enhancements to the property. 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 income decreased by $4.5 million for the nine months ended September 30, 2009 compared to the nine months ended September 30, 2008. This decrease is due to the repayment of an $80 million note receivable from Wynn Resorts in July 2008, that resulted in $3.3 million of interest income in the prior year, as well as a decrease in the average interest rate earned on our invested cash balances and reduced average invested cash balances during the nine months ended September 30, 2009 compared to the prior year as a result of spending related to the development and construction of Encore.

Interest expense was $113.4 million, net of capitalized interest of $0 million, for the nine months ended September 30, 2009, compared to $55.2 million, net of capitalized interest of $56.9 million during the nine months ended September 30, 2008. Interest expense increased approximately $58.2 million primarily due to a $56.9 million decrease in capitalized interest with the opening of Encore.

Changes in the fair value of our interest rate swaps are recorded as increase (or decrease) in swap fair value in each period. We recorded an expense of approximately $4 million for the nine months ended September 30, 2009, resulting from the decrease in the fair value of our interest rate swap from August 2009 (the date we entered into the agreement) to September 30, 2009. We recorded an expense of approximately $0.5 million for the nine months ended September 30, 2008 resulting from the decrease in the fair value of our interest rate swap from December 31, 2007 to September 30, 2008.

 

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Liquidity and Capital Resources

Cash Flow from Operations

Our operating cash flows are primarily affected by our operating income generated by Wynn Las Vegas, interest paid, and non-cash charges included in operating income. Net cash provided by operations for the nine months ended September 30, 2009 was $66.4 million compared to $132.7 million for the nine months ended September 30, 2008. This decrease is primarily due to the decrease in operating income as a result of reduced operating results in the casino department as discussed above, an increase in promotional allowances with the opening of Encore, and an increase in interest expense as we no longer capitalize such cost since the opening of Encore.

Capital Resources

At September 30, 2009, we had approximately $153.2 million of cash and cash equivalents available for use without restriction, including for operations, debt service and retirement, funding the remaining construction and retention payables related to Encore (approximately $20.2 million as of September 30, 2009), new development activities, enhancements to Wynn Las Vegas and general corporate purposes. We require a certain amount of cash on hand for operations. After the note offering and paydown of amounts outstanding under our bank facility in October 2009, we have availability under our bank facility of approximately $120 million (see Note 11). We anticipate any other cash needs during 2009 in excess of what we generate from operations or additional borrowings, will be provided through this facility or through capital contributions from Wynn Resorts. During the nine months ended September 30, 2009, Wynn Resorts made $328.5 million of such contributions. Except for scheduled quarterly principal payments on one note payable, we have no debt maturities until August 2011.

Investing Activities

Capital expenditures were approximately $224.1 million for the nine months ended September 30, 2009, and were related primarily to cash payments on construction and retention payables related to Encore.

Financing Activities

During the nine months ended September 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 period and to fund the paydown on the Wynn Las Vegas Revolver for the amendment as described in Note 6.

As of September 30, 2009, our Credit Facilities consisted of a $761.8 million revolving credit facility (the “Revolver”) and a $225 million term loan facility (the “Term Loan”). As of September 30, 2009 we had an outstanding balance of $741.7 million. We also had $20.1 million of outstanding letters of credit that reduce our availability under the Revolver. Consequently, no amounts are available under the Revolver for future borrowings as of September 30, 2009.

In April 2009, we entered into a fourth amendment to our Amended and Restated Credit Agreement (the “Credit Agreement”). This amendment, among other things, (i) provides a waiver of the Consolidated Leverage Ratio, as defined in the Credit Agreement, until the quarter ending June 30, 2011, and increases such thresholds thereafter; (ii) provides additional flexibility with our Consolidated Interest Coverage Ratio, as defined in the Credit Agreement, by reducing such ratio from 1.75 : 1 to 1.25 to : 1 beginning June 30, 2009 and through March 31, 2011; (iii) extends the maturity on $609.8 million of Revolver commitments from August 15, 2011 to July 15, 2013 (after giving effect to the permanent reduction described below); and (iv) removes the dollar limit on the equity cure provisions for the purpose of the Consolidated Leverage Ratio and the Consolidated Interest Coverage Ratio over the life of the loan. In exchange for the amendments, we have (i) repaid 30% of the outstanding Revolver loans of lenders consenting to the extension of their commitment (approximately $238

 

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million) and permanently reduced such lender commitments by 25%; and (ii) agreed to an increase in the overall interest rate spread on the Credit Facilities from LIBOR plus 1.7% to LIBOR plus 2.6%.

Pursuant to the fourth amendment, the Revolver commitments will reduce by an additional $61 million on August 15, 2011, and a further $55 million on August 15, 2012. The remaining commitments will mature on July 15, 2013. Lenders holding $87 million of the commitments did not agree to the amendment with the result that their commitments will mature on the original maturity date of August 15, 2011. The Wynn Las Vegas Term Loan will mature in two installments: $112.5 million will be payable on September 30, 2012, and the remaining $112.5 million will be payable on August 15, 2013.

In August 2009, pursuant to the terms of the Credit Agreement, we expanded the availability of the Wynn Las Vegas Revolver by $65 million. All of the additional availability was borrowed as of September 30, 2009.

In September 2009, we entered into a fifth amendment to the Wynn Las Vegas Credit Agreement. This amendment, among other things, (i) permits Wynn Las Vegas to issue, on or before March 31, 2010, up to $500 million of new senior secured notes and (ii) requires that 75% of the net cash proceeds of any issuance of new senior secured notes be applied to prepay loans and reduce commitments under the Credit Agreement.

In October 2009, pursuant to an offer to purchase loans outstanding under the Credit Agreement, we purchased loans with a face value of $87.6 million for $84.4 million, reflecting a discounted price of 96.37%. As a result of this transaction, the Wynn Las Vegas Revolver has been permanently reduced by $43.8 million and the Wynn Las Vegas Term Loan has been permanently reduced by $44.8 million. In connection with this transaction, we will recognize a gain of $2.1 million on early retirement of debt in the fourth quarter of 2009. The source of funds for this transaction was a capital contribution from Wynn Resorts.

Also, in October 2009, Wynn Las Vegas, LLC and Wynn Las Vegas Capital Corp. (the “Issuers”), each a direct or indirect wholly owned subsidiary of Wynn Resorts, Limited, issued, in a private offering, $500 million aggregate principal amount of 7 7 /8% First Mortgage Notes due November 1, 2017 at a price of 97.823% of the principal amount. The notes rank pari passu with the borrowing under the Wynn Las Vegas credit facilities and the outstanding 6 5/8% First Mortgage Notes previously issued by the Issuers. The notes are senior secured obligations of the Issuers, are guaranteed by Wynn Las Vegas, LLC’s subsidiaries (subject to some exceptions), and are secured on an equal and ratable basis by a first priority lien on substantially all the existing and future assets of the Issuers and guarantors. In accordance with the fifth amendment to the Wynn Las Vegas Credit Agreement (see Note 8), we used the proceeds of this offering to repay amounts outstanding under the Wynn Las Vegas Revolver and Term Loan facilities. Subsequent to this transaction and the offer to purchase loans discussed above, the outstanding balance under the Wynn Las Vegas Term Loan is $80.4 million and the outstanding balance under the Wynn Las Vegas Revolver is $317.9 million, with remaining availability of $120 million. In connection with the permanent reduction of borrowings under the Wynn Las Vegas Credit Agreement, we will write off debt issue cost of approximately $5.8 million in the fourth quarter of 2009.

The 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 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.

The Wynn Las Vegas Credit Agreement contains a requirement that the company must make mandatory repayments of indebtedness from specified percentages of excess cash flow beginning after the opening of Encore. If our Wynn Las Vegas subsidiary meets a Consolidated Leverage Ratio, as defined in the Credit Agreement, of greater than 3.5 : 1 such repayment is defined as 50% of Excess Cash Flow, as defined in the Credit Agreement. If the Consolidated Leverage Ratio is less than 3.5 : 1 then no repayment is required. Based

 

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on the current economic conditions in which we are operating, we do not believe that Wynn Las Vegas will meet the requirement for mandatory repayment pursuant to this provision of the Credit Agreement during the year ending December 31, 2009, and therefore we do not expect to make any mandatory repayments pursuant to this requirement during 2009.

Contractual Obligations and Off-Balance Sheet Arrangements

Except for the paydown of the credit facilities discussed above, the reduction in construction payables related to Encore of approximately $180 million and the cancellation of the purchase of an aircraft, there have been no material changes during the nine months ended September 30, 2009 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, 2008.

Other Liquidity Matters

We are restricted under the indenture governing the First Mortgage Notes from making certain “restricted payments” as defined in the indenture. 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 will fund its operations and capital requirements from operating cash flow, and, to the extent required and available, from capital contributions from Wynn Resorts. We cannot be sure that Wynn Las Vegas, LLC will generate sufficient cash flow from operations or that future borrowings or contributions from Wynn Resorts that are available to us, if any, 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.

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, 2008. There have been no material changes to these policies for the nine months ended September 30, 2009.

Recently Issued Accounting Standards

In September 2006, the Financial Accounting Standards Board (“FASB”) issued new accounting standards regarding fair value measurements. These standards define fair value, establish a framework for measuring fair value, and expand disclosures about fair value measurements under other accounting pronouncements that require or permit fair value measurements. These standards do not require any new fair value measurements. We partially adopted the new standards effective January 1, 2008 and adopted the remaining provisions on January 1, 2009. We currently do not have any non-financial assets or liabilities that are, or were recognized or disclosed at fair value on a recurring basis and accordingly the final adoption of this statement on January 1, 2009, did not have an impact the our condensed consolidated financial statements.

In December 2007, the FASB issued new accounting standards regarding business combinations. These new accounting standards establish principles and requirements for how an acquirer recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, and noncontrolling interest in the

 

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acquiree and the goodwill acquired. The revision is intended to simplify existing guidance and converge rulemaking under U.S. GAAP with international accounting rules. These new accounting standards apply prospectively to business combinations where the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008. The adoption of these new accounting standards on January 1, 2009, did not impact our condensed consolidated financial statements.

In December 2007, the FASB issued new accounting standards regarding noncontrolling interest in consolidated financial statements. These new accounting standards establish accounting and reporting standards for ownership interest in subsidiaries held by parties other than the parent and for the deconsolidation of a subsidiary. It also clarifies that a noncontrolling interest in a subsidiary is an ownership interest in the consolidated entity that should be reported as equity in the consolidated financial statements. These new accounting standards change the way the consolidated income statement is presented by requiring consolidated net income to be reported at amounts that include the amount attributable to both the parent and the noncontrolling interests. These new accounting standards also establish reporting requirements that provide sufficient disclosure that clearly identify and distinguish between the interest of the parent and those of the noncontrolling owners. These new accounting standards are effective for fiscal years beginning on or after December 15, 2008. The adoption of these new accounting standards on January 1, 2009, did not impact our condensed consolidated financial statements.

In March 2008, the FASB issued new accounting standards regarding disclosures about derivative instruments and hedging activities. These new accounting standards are intended to improve financial reporting about derivative instruments and hedging activities by requiring enhanced disclosures to enable investors to better understand their effects on an entity’s financial position, financial performance, and cash flows. These new accounting standards are effective for fiscal years beginning after November 15, 2008. The adoption of these new accounting standards on January 1, 2009, did not have a material impact on our condensed consolidated financial statements.

In June 2009, 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 (“QSPE”) concept from previous standards. These new accounting standards also 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. These new accounting standards are effective January 1, 2010. We are currently evaluating the impact, if any, of adopting these new accounting standards 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.

 

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Interest Rate Swap

We entered into an interest rate swap agreement on August 14, 2009, with an effective date of November 27, 2009, to hedge a portion of the underlying interest rate risk on borrowings under the Wynn Las Vegas Credit Agreement. Under this new swap agreement, beginning November 27, 2009, we will 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.

Interest Rate Sensitivity

As of September 30, 2009, approximately 63% of our long-term debt was based on fixed rates. Based on our borrowings as of September 30, 2009, an assumed 1% change in variable rates would cause our annual interest cost to change by $10.1 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 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, 2008. There were no material changes to those risk factors during the nine months ended September 30, 2009.

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 indenture governing the 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)
10.1    Fourth Amendment to Amended and Restated Credit Agreement, dated as of April 17, 2009, among Wynn Las Vegas, LLC and each of the Lender parties thereto. (2)
10.2    Employment Agreement, dated as of May 5, 2009, by and between Wynn Las Vegas, LLC and Scott Peterson. (3)
10.3    Fifth Amendment to Amended and Restated Credit Agreement, dated as of September 10, 2009, among Wynn Las Vegas, LLC and each of the Lender parties thereto. (4)
*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 21, 2009 and incorporated herein by reference.

 

(3) Previously filed with the Current Report on Form 8-K filed by the Registrant on May 8, 2009 and incorporated herein by reference.

 

(4) Previously filed with the Current Report on Form 8-K filed by the Registrant on September 14, 2009 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: November 9, 2009   By:  

/s/    SCOTT PETERSON        

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

 

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