永利澳门(01128) - 2025 - 中期财报

Corporate Information Board of Directors The Board of Directors comprises executive, non-executive, and independent non-executive directors, with established committees ensuring sound corporate governance - The Board of Directors includes Mr. Craig Billings (Executive Director and CEO), Ms. Linda Chen (Executive Director, Vice Chairman, and President), and Mr. Frederic Luvisutto (Executive Director and COO)[6] - Independent Non-Executive Directors include Dr. Allan Zeman (Chairman), The Hon. Jeffrey Lam Kin-fung, Mr. Bruce Rockowitz, Mr. Nicholas Sallnow-Smith, and Ms. Xiaowei Ye[6] - The Audit and Risk Committee and Remuneration Committee are chaired by Mr. Nicholas Sallnow-Smith, while the Nomination and Corporate Governance Committee is chaired by The Hon. Jeffrey Lam Kin-fung[6] Legal Advisors The company retains professional legal advisors in Hong Kong, Macau, and the Cayman Islands to handle legal affairs across different jurisdictions - Hong Kong legal advisors are Kirkland & Ellis and Mayer Brown[7] - Macau legal advisor is Nuno Simões & Associados[7] - Cayman Islands legal advisor is Maples and Calder[7] Registered Office and Principal Place of Business The company's registered office is in the Cayman Islands, with its principal share registrar also located there, while its Hong Kong share registrar and Macau headquarters are in their respective regions - The registered office is located at P.O. Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands[9] - The principal place of business in Hong Kong is at Suite 1928, 19th Floor, One Pacific Place, 88 Queensway, Hong Kong[9] - The headquarters in Macau is located at Wynn Palace, Cotai, Macau SAR[9] Stock Code and Company Website The company's stock code is 1128, and it maintains an official website for corporate information - The company's stock code is 1128[9] - The company's website is www.wynnmacaulimited.com[9](index=9&type=chunk) Summary Financial Highlights For the six months ended June 30, 2025, the company's financial performance declined year-over-year, with significant decreases in casino revenues and profit attributable to owners Financial Highlights for the Six Months Ended June 30 | Metric | 2025 (HKD, in thousands) | 2024 (HKD, in thousands) | Change (%) | | :--- | :--- | :--- | :--- | | Casino Revenues | 11,385,785 | 12,089,797 | -5.82% | | Other Revenues | 2,240,620 | 2,644,337 | -15.34% | | Adjusted EBITDA | 3,466,842 | 4,352,599 | -20.35% | | Profit Attributable to Owners | 230,620 | 1,592,122 | -85.52% | | Earnings Per Share — Basic | 0.04 | 0.30 | -86.67% | | Earnings Per Share — Diluted | 0.04 | 0.30 | -86.67% | Management Discussion and Analysis Overview The company develops, owns, and operates two integrated casino resorts in Macau, Wynn Palace and Wynn Macau, focusing on facility investment, talent development, and sustainable growth - The company operates Wynn Palace and Wynn Macau, both located in the Greater Bay Area of the People's Republic of China, offering world-class hotel, dining, retail, and entertainment facilities[12] - The company's strategy includes investments in its integrated resorts, talent, and the broader community, attracting customers through renovations and expansions, and nurturing approximately 11,600 Macau employees[12] - Through the "Wynn Care" program and the "Wynn Care Foundation," the company is committed to community sustainable development, volunteer services, responsible gaming, and sustainability[12] Wynn Palace Opened in 2016, Wynn Palace is a 6 million square-foot resort offering diverse facilities and is currently in the design phase for its next expansion - Wynn Palace opened on August 22, 2016, in Cotai, Macau, occupying 6 million square feet with convenient transportation[13] - It is currently in the design phase for its next stage of development, which is expected to feature expanded event spaces, signature dining, and other non-gaming projects[13] - Features include approximately 468,000 square feet of casino space (302 table games, 619 slot machines), 1,706 luxury rooms, 12 food and beverage outlets, approximately 107,000 square feet of high-end retail space, and approximately 37,000 square feet of meeting space[14] Wynn Macau Opened in 2006 in central Macau Peninsula and expanded with Encore in 2010, Wynn Macau provides comprehensive gaming, hotel, dining, retail, and convention facilities - Wynn Macau opened on September 6, 2006, in the center of the Macau Peninsula, occupying 3 million square feet, with expansions completed in 2007, 2009, and 2010[16] - Features include approximately 294,000 square feet of casino space (258 table games, 822 slot machines), 1,010 luxury rooms, 11 food and beverage outlets, approximately 76,900 square feet of high-end retail space, and approximately 31,000 square feet of meeting space[17] Factors Affecting Operating Results and Financial Condition The company's performance is influenced by various factors including Macau's gaming regulations, concession terms, market competition, tourism trends, credit policies, and facility renovations Regulation and Licensing The company's subsidiary WRM holds a 10-year Macau gaming concession, subject to strict government regulation, compliance requirements, and approval for major corporate decisions - WRM entered into a 10-year gaming concession contract with the Macau government on December 16, 2022, allowing it to operate games of fortune from January 1, 2023, to December 31, 2032[19] - Concessionaires and their shareholders, officers, directors, and key employees must comply with suitability requirements regarding background, connections, and reputation, and meet minimum capital and ongoing financial capacity requirements[19] - WRM is required to pay a special gaming tax of 35% of gross gaming revenue and contribute up to 5% annually for public interest, social security, infrastructure, and tourism[22] - The Macau government can terminate the concession if WRM fails to fulfill its obligations or endangers national security, in which case all casino and gaming assets will be transferred to the government without compensation[23] - WRM must obtain prior approval from Macau authorities for various changes in corporate status and financial decisions, and submit annual investment plan proposals and execution reports[24][25] Macau Gaming Concession WRM has committed to investing MOP 21.03 billion in non-gaming and gaming projects, alongside paying premiums, special levies, and gaming taxes under its concession agreement - WRM has committed to a non-gaming and gaming investment of MOP 21.03 billion (approximately HKD 20.42 billion) over the ten-year term of the gaming concession contract, with MOP 19.80 billion allocated to non-gaming capital projects and event planning[27] - An annual fixed premium of MOP 30 million and a variable premium based on the number of table games and slot machines are required, with the amount not being less than that payable for the regular operation of 500 gaming tables and 1,000 gaming machines[28] - If the annual average gross gaming revenue minimums of MOP 7 million per gaming table and MOP 300,000 per gaming machine are not met, WRM must pay a special premium[28] - WRM is required to pay a special levy of 5% of gross gaming revenue (subject to reduction) and a special gaming tax of 35%[28] - WRM has provided an independent bank guarantee of MOP 1.00 billion (approximately HKD 970.9 million) to ensure the fulfillment of its legal and contractual obligations[29] Macau Market Overview As a special administrative region in the Greater Bay Area, Macau's gaming industry has grown significantly since 2004, but faces intense competition from local and regional casinos - Macau, located in the Greater Bay Area and approximately 37 miles from Hong Kong, is one of the world's largest concentrations of potential gaming customers and tourists[30] - For the six months ended June 30, 2025, Macau's casino gaming revenue was HKD 115.31 billion, an increase of 4.4% compared to the same period in 2024[30] - The company faces competition from the other 28 casinos in Macau, as well as potential competition from the legalization of gaming in other Asian countries and regions such as Singapore, South Korea, the Philippines, Japan, Taiwan, and Thailand[31] Tourism Macau's tourism and overall gaming activity are key business drivers, with visitor arrivals growing in H1 2025, though the industry remains vulnerable to uncontrollable factors - In the first half of 2025, visitor arrivals to Macau increased by 14.9% compared to the same period in 2024[33] - Macau's tourism industry is affected by various factors, including economic conditions in mainland China and Asia, foreign exchange controls, travel restrictions, visa policies, and competition from other regions[33] - Natural and man-made disasters, extreme weather, infectious disease outbreaks, and public violence could lead to a decrease in visitor arrivals to Macau and disrupt operations, causing a significant adverse impact on the business[34] Credit in VIP Gaming The company selectively extends credit to premium customers following stringent procedures to ensure debt enforceability, typically secured by customer checks - The company selectively grants credit based on the customer's financial background and payment history[35] - A series of credit procedures are followed and documentation is required to ensure the debt is legally enforceable in the customer's jurisdiction of residence[35] - Customers granted credit are generally required to provide a check for the amount of their applicable credit line as security for the credit granted[35] Table Game and Slot Machine Count and Mix The company adjusts its mix of VIP tables, mass market tables, and slot machines based on market demand and competition, which can impact casino profitability - The mix of VIP tables, mass market tables, and slot machines at the resorts is adjusted from time to time to respond to changes in market demand and industry competition[36] - Adjustments to the gaming mix may affect the profitability of the casinos[36] Renovation, Development, and Construction Projects Current projects face significant development and construction risks, including cost overruns and regulatory changes, which could delay or impede successful completion - Renovation, development, and construction projects face significant risks such as unexpected costs or cost increases, shortages of qualified labor, changes in laws and regulations, and unforeseen engineering problems[37] - Engineering, equipment, or employee problems, or difficulties in obtaining necessary licenses, permits, and authorizations, could cause cost increases, delays, or hinder construction or opening[37] - Failure to complete projects on time or within budget could have a material adverse effect on the company and its ability to repay its debts[37] Adjusted EBITDA Adjusted EBITDA, a key performance metric for gaming companies, stood at HKD 3.47 billion for the period, reflecting a year-over-year decline - Adjusted EBITDA is defined as earnings before finance costs, finance revenues, net foreign exchange differences, change in fair value of derivative instruments, income tax, depreciation and amortization, pre-opening costs, property charges and other, share-based payments, corporate expenses of Wynn Macau, Limited, and other non-operating income and expenses[38] - Adjusted EBITDA is widely used to measure the performance of gaming companies and as a basis for valuation[38] Reconciliation of Adjusted EBITDA to Operating Profit | Metric | For the Six Months Ended June 30, 2025 (HKD, in thousands) | For the Six Months Ended June 30, 2024 (HKD, in thousands) | | :--- | :--- | :--- | | Operating profit | 2,018,395 | 2,911,485 | | Add: Depreciation and amortization | 1,210,315 | 1,196,055 | | Add: Pre-opening costs | 32,639 | — | | Add: Property charges and other | 56,579 | 95,053 | | Add: Share-based payments | 55,419 | 54,749 | | Add: Corporate expenses of Wynn Macau, Limited | 93,495 | 95,257 | | Adjusted EBITDA | 3,466,842 | 4,352,599 | Review of Historical Operating Results For the six months ended June 30, 2025, total operating revenues decreased by 7.5% year-over-year, leading to an 85.5% drop in net profit attributable to owners Summary of Analytical Tables Total operating revenues fell from HKD 14.73 billion to HKD 13.63 billion year-over-year, driven by declines across most segments at both Wynn Palace and Wynn Macau Total Operating Revenues (by Segment and Property) | Property/Segment | For the Six Months Ended June 30, 2025 (HKD, in thousands) | For the Six Months Ended June 30, 2024 (HKD, in thousands) | | :--- | :--- | :--- | | Wynn Palace: | | | | Casino | 6,953,811 | 7,185,603 | | Rooms | 584,807 | 814,449 | | Food and beverage | 484,360 | 484,086 | | Retail and other | 354,487 | 392,243 | | Wynn Macau: | | | | Casino | 4,431,974 | 4,904,194 | | Rooms | 350,961 | 409,445 | | Food and beverage | 279,026 | 320,789 | | Retail and other | 186,979 | 223,325 | | Total Operating Revenues | 13,626,405 | 14,734,134 | Wynn Palace Gaming Operations Data | Metric | For the Six Months Ended June 30, 2025 (HKD, in thousands) | For the Six Months Ended June 30, 2024 (HKD, in thousands) | | :--- | :--- | :--- | | VIP: | | | | VIP table games turnover | 62,916,868 | 52,642,274 | | VIP table games win | 1,722,265 | 1,913,867 | | VIP table games win as a % of turnover | 2.74% | 3.64% | | Average number of table games | 54 | 58 | | Table games win per unit per day | 177,170 | 181,409 | | Mass Market: | | | | Mass market table games drop | 27,641,138 | 27,532,677 | | Mass market table games win | 6,494,996 | 6,622,343 | | Mass market table games win % | 23.50% | 24.05% | | Average number of table games | 248 | 244 | | Table games win per unit per day | 144,587 | 148,904 | | Slot Machines: | | | | Slot machine handle | 11,624,233 | 9,685,006 | | Slot machine win | 481,660 | 442,345 | | Average number of slot machines | 638 | 590 | | Slot machine win per unit per day | 4,169 | 4,120 | Wynn Macau Gaming Operations Data | Metric | For the Six Months Ended June 30, 2025 (HKD, in thousands) | For the Six Months Ended June 30, 2024 (HKD, in thousands) | | :--- | :--- | :--- | | VIP: | | | | VIP table games turnover | 18,833,971 | 21,534,996 | | VIP table games win | 383,082 | 620,758 | | VIP table games win as a % of turnover | 2.03% | 2.88% | | Average number of table games | 25 | 30 | | Table games win per unit per day | 83,991 | 114,404 | | Mass Market: | | | | Mass market table games drop | 24,617,990 | 25,699,287 | | Mass market table games win | 4,435,496 | 4,748,367 | | Mass market table games win % | 18.02% | 18.48% | | Average number of table games | 226 | 222 | | Table games win per unit per day | 108,405 | 117,688 | | Slot Machines: | | | | Slot machine handle | 14,506,731 | 11,982,617 | | Slot machine win | 386,071 | 407,985 | | Average number of slot machines | 740 | 600 | | Slot machine win per unit per day | 2,883 | 3,737 | Reconciliation of Total Casino Revenues | Metric | For the Six Months Ended June 30, 2025 (HKD, in thousands) | For the Six Months Ended June 30, 2024 (HKD, in thousands) | | :--- | :--- | :--- | | VIP table games win | 2,105,347 | 2,534,625 | | Mass market table games win | 10,930,492 | 11,370,710 | | Slot machine win | 867,731 | 850,330 | | Poker revenue | 47,152 | 73,219 | | Commissions and other (including promotional allowances) | (2,564,937) | (2,739,087) | | Total Casino Revenues | 11,385,785 | 12,089,797 | Discussion of Operating Results For the six months ended June 30, 2025, total operating revenues decreased by 7.5% to HKD 13.63 billion, primarily due to lower VIP table games win as a percentage of turnover and reduced mass market table games win, as well as a lower average daily rate Operating Revenues Total operating revenues decreased by 7.5% from HKD 14.73 billion to HKD 13.63 billion year-over-year, mainly driven by a lower VIP table games win as a percentage of turnover, decreased mass market table games win, and a lower average daily rate - Total operating revenues decreased by 7.5% year-over-year, from HKD 14.73 billion to HKD 13.63 billion[50] - The main reasons were a decrease in VIP table games win as a percentage of turnover and mass market table games win, as well as a lower average daily rate in the Macau operations[50] Casino Revenues Casino revenues decreased by 5.8% year-over-year to HKD 11.39 billion, primarily due to a lower VIP table games win as a percentage of turnover and decreased mass market table games win, despite growth in slot machine revenue - Casino revenues decreased by 5.8% year-over-year, from HKD 12.09 billion to HKD 11.39 billion, accounting for 83.6% of total operating revenues[51] - VIP table games win decreased by 16.9% to HKD 2.11 billion; although total turnover increased by 10.2%, it was offset by a lower VIP table games win as a percentage of turnover[51] - Mass market table games win decreased by 3.9% to HKD 10.93 billion, with total mass market table games drop decreasing by 1.8%[51] - Slot machine win increased by 2.0% to HKD 867.7 million, with total slot machine handle increasing by 20.6%[52] Non-Casino Revenues Net non-casino revenues decreased by 15.3% year-over-year to HKD 2.24 billion, mainly due to a 23.5% decrease in room revenues from a lower average daily rate, a 5.2% decrease in food and beverage revenues, and a 12.0% decrease in retail and other revenues - Net non-casino revenues decreased by 15.3% year-over-year, from HKD 2.64 billion to HKD 2.24 billion, accounting for 16.4% of total operating revenues[54] - Room revenues decreased by 23.5% to HKD 935.8 million, primarily due to a lower average daily rate[54] Room Revenue Data | Metric | For the Six Months Ended June 30, 2025 | For the Six Months Ended June 30, 2024 | | :--- | :--- | :--- | | Wynn Palace: | | | | Average Daily Rate (ADR) | HKD 1,768 | HKD 2,552 | | Occupancy | 98.5% | 98.9% | | Revenue Per Available Room (RevPAR) | HKD 1,742 | HKD 2,523 | | Wynn Macau: | | | | Average Daily Rate (ADR) | HKD 1,753 | HKD 2,032 | | Occupancy | 99.2% | 99.4% | | Revenue Per Available Room (RevPAR) | HKD 1,740 | HKD 2,020 | - Food and beverage revenues decreased by 5.2% to HKD 763.4 million, mainly due to a lower average check amount[56] - Retail and other revenues decreased by 12.0% to HKD 541.5 million, primarily due to lower retail sales[56] Operating Costs and Expenses Total operating costs and expenses decreased by 1.8% year-over-year to HKD 11.61 billion, mainly due to lower gaming taxes and premiums and a decrease in property charges and other expenses, partially offset by an increase in advertising and promotional expenses - Total operating costs and expenses decreased by 1.8% year-over-year, from HKD 11.82 billion to HKD 11.61 billion[58] - Gaming taxes and premiums decreased by 4.1% to HKD 5.96 billion, mainly due to lower casino revenues[57] - Staff costs remained relatively flat at HKD 2.20 billion[57] - Other operating expenses remained relatively flat at HKD 2.18 billion, with an increase in advertising and promotional expenses offset by a decrease in license fees and other support services[57] - Property charges and other decreased by 40.5% to HKD 56.6 million, mainly due to lower costs associated with the retirement or disposal of assets[58] Finance Revenues Finance revenues decreased by 42.7% year-over-year to HKD 185.9 million, primarily due to lower average cash and investment balances and lower average interest rates - Finance revenues decreased by 42.7% year-over-year, from HKD 324.2 million to HKD 185.9 million[60] - The main reason was a decrease in average cash and investment balances and average interest rates[60] Finance Costs Finance costs decreased by 14.3% year-over-year to HKD 1.42 billion, mainly due to the repayment of the WML 2024 Notes and lower average loan balances and average interest rates on the WM Cayman II Credit Facilities - Finance costs decreased by 14.3% year-over-year, from HKD 1.66 billion to HKD 1.42 billion[61] - The main reasons were the repayment of the WML 2024 Notes in October 2024 and lower average loan balances and average interest rates on the WM Cayman II Credit Facilities[61] Change in Fair Value of Derivative Instruments The company recorded a loss of HKD 177.3 million on the change in fair value of derivative instruments, including losses related to the conversion feature of the WML Convertible Bonds and foreign currency swaps, compared to a gain in the prior year period - A loss of HKD 177.3 million was recorded on the change in fair value of derivative instruments[62] - This included a loss of HKD 77.2 million related to the conversion feature of the WML Convertible Bonds and a loss of HKD 100.1 million related to foreign currency swaps[62] - The prior year period saw a gain of HKD 13.1 million related to the conversion feature of the WML Convertible Bonds[62] Income Tax Expense Income tax expense was HKD 25.3 million, relatively flat compared to HKD 26.4 million in the prior year period, mainly related to current tax expense under the WRM shareholder dividend tax agreement - Income tax expense was HKD 25.3 million, compared to HKD 26.4 million in the prior year period[63] - This was mainly related to the current tax expense under the WRM shareholder dividend tax agreement[63] Net Profit Attributable to Owners of the Company Net profit attributable to owners of the Company decreased significantly by 85.5% from HKD 1.59 billion in the prior year period to HKD 230.6 million - Net profit attributable to owners of the Company decreased significantly by 85.5% year-over-year, from HKD 1.59 billion to HKD 230.6 million[64] Liquidity and Capital Resources The company maintains adequate liquidity with approximately HKD 11.58 billion in cash, having successfully increased its credit facility and issued new senior notes to optimize its debt structure Capital Resources As of June 30, 2025, the company held approximately HKD 11.58 billion in cash and cash equivalents and had access to the WM Cayman II Credit Facilities. The company paid a dividend of HKD 972.5 million in June 2025, increased its revolving credit facility in July, and issued new senior notes due 2034 in August - As of June 30, 2025, cash and cash equivalents were approximately HKD 11.58 billion[65] - On June 11, 2025, WML paid a cash dividend of HKD 0.185 per share for the year ended December 31, 2024, totaling HKD 972.5 million[65] - In July 2025, the borrowing limit of the WM Cayman II Credit Facilities was increased by an additional USD 1.00 billion equivalent (approximately HKD 7.80 billion), bringing the total commitment to USD 2.50 billion equivalent (approximately HKD 19.52 billion)[66] - On August 19, 2025, the company issued USD 1.00 billion (approximately HKD 7.85 billion) of 6.750% senior notes due 2034, with the net proceeds intended for general corporate purposes, including repayment of outstanding debt[66] Gearing Ratio As of June 30, 2025, the company's gearing ratio was 151.2%, an increase from 148.9% as of December 31, 2024, reflecting an increase in net debt - The gearing ratio is calculated as net debt divided by total capital deficit plus net debt[69] Gearing Ratio Calculation | Metric | As of June 30, 2025 (HKD, in thousands) | As of December 31, 2024 (HKD, in thousands) | | :--- | :--- | :--- | | Interest-bearing borrowings | 45,439,412 | 44,838,547 | | Net debt | 41,253,279 | 40,443,882 | | Deficit in assets | (13,969,381) | (13,290,297) | | Total capital deficit | (13,969,381) | (13,290,297) | | Capital and net debt | 27,283,898 | 27,153,585 | | Gearing Ratio | 151.2% | 148.9% | Cash Flows For the six months ended June 30, 2025, net cash from operating activities was HKD 3.37 billion, net cash used in investing activities was HKD 860.5 million, and net cash used in financing activities was HKD 2.36 billion, resulting in cash and cash equivalents of HKD 11.58 billion at period-end Cash Flow Summary | Metric | For the Six Months Ended June 30, 2025 (HKD, in millions) | For the Six Months Ended June 30, 2024 (HKD, in millions) | | :--- | :--- | :--- | | Net cash from operating activities | 3,373.1 | 3,805.0 | | Net cash (used in)/from investing activities | (860.5) | 1,153.7 | | Net cash used in financing activities | (2,357.1) | (4,453.6) | | Net increase in cash and cash equivalents | 155.5 | 505.1 | | Cash and cash equivalents at beginning of period | 11,333.4 | 10,300.2 | | Effect of foreign exchange rate changes, net | 89.6 | (7.5) | | Cash and cash equivalents at end of period | 11,578.5 | 10,797.8 | - Net cash from operating activities decreased, primarily due to lower operating profit and changes in working capital accounts[73] - Investing activities shifted from a net inflow to a net outflow of HKD 860.5 million, mainly including HKD 1.06 billion in non-gaming and other related capital projects and maintenance capital expenditure costs[74] - Net cash used in financing activities decreased to HKD 2.36 billion, primarily due to interest payments, final dividend payments, and payments of financial liabilities related to intangible assets[76] Indebtedness As of June 30, 2025, the company's total interest-bearing borrowings amounted to HKD 45.439 billion, primarily consisting of bank loans, senior notes, and convertible bonds. The company has extended the maturity and increased the size of its WM Cayman II Credit Facilities and issued new WML 2034 Notes to optimize its debt structure Summary of Indebtedness | Metric | As of June 30, 2025 (HKD, in thousands) | As of December 31, 2024 (HKD, in thousands) | | :--- | :--- | :--- | | Bank loans | 8,962,383 | 8,941,565 | | Senior notes | 32,183,806 | 31,826,747 | | Convertible bonds | 4,709,825 | 4,657,573 | | WML Convertible Bonds conversion option derivative | 337,502 | 256,219 | | Unamortized debt financing costs, debt discount and premium, net | (754,104) | (843,557) | | Total interest-bearing borrowings | 45,439,412 | 44,838,547 | WM Cayman II Credit Facilities The maturity of the WM Cayman II Credit Facilities was extended to September 16, 2028, in September 2024, and the total commitment was increased to an equivalent of HKD 19.52 billion in July 2025 through an accordion feature. The facilities are subject to various financial covenants and events of default, including a change of control - The WM Cayman II Credit Facilities have a total amount of HKD 11.72 billion equivalent, with an additional increase of USD 1.00 billion (approximately HKD 7.80 billion) available[79] - On September 20, 2024, the maturity date of the outstanding loans was extended from September 16, 2025, to September 16, 2028[80] - In July 2025, the total commitment of the WM Cayman II Credit Facilities was increased to USD 2.50 billion equivalent (approximately HKD 19.52 billion)[83] - The credit agreement contains restrictions on dividend payments, incurrence of debt, and asset liens, and requires maintenance of a leverage ratio and interest coverage ratio[81] - It is a mandatory prepayment event if the Group loses its gaming operations or if Wynn Resorts, Limited ceases to directly or indirectly control more than 50% of the issued share capital of WM Cayman II[81] - As of June 30, 2025, the Group had approximately HKD 2.75 billion available for drawing under the WM Cayman II Credit Facilities[81] WML Senior Notes The company has issued several series of senior notes, including the WML 2026, 2027, 2028, and 2029 Notes, and repaid the WML 2024 Notes in October 2024. In August 2025, the company issued new USD 1 billion senior notes due 2034 for general corporate purposes and debt repayment. The senior notes are unsecured obligations and are subject to various covenants and change of control provisions - The company repaid the principal amount of USD 600.0 million (approximately HKD 4.66 billion) of the WML 2024 Notes on October 1, 2024[84] - Issued notes include the WML 2027 Notes (USD 750 million, due 2027), WML 2029 Notes (USD 1 billion, due 2029), WML 2026 Notes (USD 1 billion, due 2026), and WML 2028 Notes (USD 1.35 billion, due 2028)[84][85] - The WML Senior Notes are unsecured obligations, ranking equally with all existing and future senior unsecured debt, and are subject to certain covenants that restrict the company's ability to merge, transfer assets, and incur additional debt[86] - In the event of a loss of gaming license or a change of control, noteholders have the right to require the company to repurchase the notes[87][89] - On August 19, 2025, the company issued USD 1.00 billion (approximately HKD 7.85 billion) of 6.750% senior notes due 2034, with the net proceeds intended for general corporate purposes, including repayment of outstanding debt[90] WML Convertible Bonds The company issued USD 600 million of 4.50% convertible bonds due 2029 in March 2023. Bondholders may elect to convert into shares or require redemption. The conversion price has been adjusted due to the 2024 final dividend payment. The bonds contain a conversion option derivative measured at fair value and are subject to various covenants - The company completed the offering of USD 600.0 million (approximately HKD 4.71 billion) of 4.50% convertible bonds due 2029 on March 7, 2023[91] - Holders of the WML Convertible Bonds may elect to convert into shares at an adjusted conversion price of approximately HKD 9.66905 per share[92][93] - Assuming full conversion, Wynn Resorts, Limited's shareholding would be diluted from 71.34% to 65.29%, with bondholders holding 8.48%[95] - Bondholders may elect to require redemption on March 7, 2027, or upon the occurrence of specific events (such as delisting of shares, change of control, or public float falling below 25%)[96] - The convertible bond trust deed contains covenants that restrict the company's ability to create liens, merge, or sell substantially all of its assets[97] Off-Balance Sheet Arrangements Other than the WML Convertible Bonds conversion option derivative and foreign currency swaps, the company has not entered into any transactions with special purpose entities nor has it engaged in any transactions involving derivative instruments - Other than the WML Convertible Bonds conversion option derivative and foreign currency swaps, the Group has not entered into any transactions with special purpose entities nor has it engaged in any transactions involving derivative instruments[98] Other Liquidity Matters The company expects to fund its operating and capital expenditures with cash from operations, cash on hand, and available credit facilities, and believes it holds sufficient liquid assets to meet current and anticipated needs, but cannot guarantee that operating cash flow will be sufficient for all purposes or that additional financing can be obtained on acceptable terms - The Group expects to fund its operating and capital expenditure needs with cash generated from operations, cash on hand, and available borrowings under the WM Cayman II Credit Facilities[99] - The company cannot be certain that its operating cash flow will be sufficient for all purposes or that it will be able to refinance its debt on acceptable terms[99] - The company believes it holds sufficient liquid assets to meet its current and anticipated working capital and operating needs[101] Material Risk Factors The company faces significant risks including economic downturns, strict regulations, geopolitical tensions, litigation, talent retention, cybersecurity threats, and high leverage Risks Relating to the Business The company's business is susceptible to macroeconomic conditions, regulatory compliance costs, geopolitical tensions, visa and travel restrictions, litigation, loss of key talent, terrorist threats, reputational damage, reliance on a limited number of resorts, holding company structure, intense competition, gaming credit recovery risks, anti-money laundering and anti-corruption law compliance, corporate responsibility events, changing laws and regulations, system failures, information breaches, fraud, and intellectual property challenges - The business is particularly vulnerable to reductions in consumer discretionary spending, and a negative macroeconomic environment could adversely affect the business, operating results, financial condition, and cash flows[104] - Compliance with Macau laws and regulations is required, and the cost of compliance or failure to comply with such regulations and government authorities could negatively impact the business[106] - Demand for products and services may be adversely affected by geopolitical tensions, visa and travel restrictions or difficulties, international currency remittance restrictions, and other policies or measures implemented by regional governments[109] - Investigations, litigation, and other disputes may divert management's attention, damage reputation, and could lead to negative publicity and additional scrutiny from regulators[111] - The company relies on the continued service of key management and employees, and the business would be harmed if it cannot retain key personnel or attract and retain other highly skilled employees[112] - The business is particularly susceptible to customers' willingness to travel and spend leisure time at the resorts, and terrorist acts, infectious disease outbreaks, regional political events, and developments could severely disrupt travel patterns[114] - All cash flow is dependent on a limited number of resorts, exposing the company to greater risks than gaming companies with more operating properties[117] - As a parent company, the primary source of current and future cash flow is distributions from its subsidiaries[120] - The authorized casino operating areas, hotels, convention, and other facilities and supplies face intense competition, which may intensify in the future[121] - The business relies on high-end customers for a certain portion of its gaming revenue, often extending credit to customers, and may not be able to collect gaming receivables from credit customers or credit gaming may decrease[123] - Any violation of applicable anti-money laundering laws and regulations, the Foreign Corrupt Practices Act, and other anti-corruption laws, or the resulting sanctions and penalties, could have an adverse effect on the business, performance, prospects, value, financial condition, and operating results[124] - Adverse events or negative publicity related to the resorts or corporate responsibility could damage the brand and reputation, thereby negatively impacting financial results[127] - Compliance with evolving laws and regulations and their interpretations is costly and creates compliance risks[128] - System failures, information breaches, and the cost of adequately maintaining cybersecurity could adversely affect the business[129] - Fraud, scams, and theft could adversely affect the business, and fraudulent websites could also damage the reputation[136][137] - If third parties successfully challenge the company's right to own or use Wynn-related trademarks and/or service marks, the business or operating results could be harmed[140] Risks Relating to Our Operations in Macau The Macau operations face risks from adverse political and economic conditions, smoking control legislation, extreme weather, termination of the gaming concession without compensation, unfavorable exchange rate movements, currency exchange controls, conflicts of interest, and a cap on the number of gaming tables - The Macau business faces significant political, economic, and social risks in operating in an emerging market, and its future success depends on the political and economic conditions in Macau and mainland China[143] - Macau's smoking control legislation could have an adverse effect on the business, financial condition, operating results, and cash flows[144] - Extreme weather conditions (such as typhoons and heavy rain) could adversely affect the Macau business, leading to loss of earnings or closure of the resorts[145] - If the Macau business fails to comply with the gaming concession contract or applicable Macau laws and administrative regulations, the Macau government could terminate the concession without compensation, which would have a material adverse effect on the business and financial condition[146] - Unfavorable movements in exchange rates (especially the Macau Pataca and Hong Kong Dollar against the US Dollar) could negatively impact the Macau business, affecting operating results, financial condition, and debt servicing ability[148] - Currency exchange controls and currency remittance restrictions (such as restrictions on the remittance of Renminbi) could have a negative impact on the Macau business and inhibit the growth of the gaming industry[150] - Conflicts of interest may arise as certain directors and senior officers are also directors of WRL[151] - The Macau government has set a cap on the number of gaming tables that can operate in Macau, and failure to adjust the table mix according to market demand could negatively impact operating results[152] Risks Relating to Indebtedness The company has a high leverage ratio, and future cash flows may not be sufficient to meet its obligations, and it may be difficult to obtain additional financing. The debt financing agreements contain restrictive covenants that may impair the company's ability to respond to business changes and expose it to interest rate risk from floating-rate credit facilities - The company has a high leverage ratio, and future cash flows may not be sufficient to meet its obligations, and it may be difficult to obtain additional financing[153] - The debt could have significant consequences, such as acceleration of debt upon failure to meet payment obligations, foreclosure on collateralized assets or bankruptcy, and the use of a substantial portion of cash flow to service debt[155] - The agreements governing the debt financing contain certain restrictive covenants that limit the company's ability to engage in specific transactions and may impair its ability to respond to business and economic conditions[156] - The company is exposed to interest rate risk related to credit facilities that bear interest at floating rates, and interest rate fluctuations could negatively impact operating results[159] Related Party Transactions The company engages in multiple related party transactions with the WRL Group, including share-based compensation, intellectual property licensing, and corporate support services - Other than share-based compensation expenses arising from WRL, the related party transactions for the six months ended June 30, 2025, as disclosed in Note 19 to the interim financial information, constitute continuing connected transactions of the company under Chapter 14A of the Listing Rules[102] - The directors have confirmed that all related party transactions comply with the requirements of Chapter 14A of the Listing Rules and have been conducted on normal commercial terms that are fair and reasonable[102] Directors and Senior Management Our Directors The company's Board of Directors is composed of executive, non-executive, and independent non-executive directors, each with extensive industry experience and professional backgrounds, ensuring the professionalism and diversity of corporate governance Board of Directors | Name | Age | Position | Date of Appointment as Director | | :--- | :--- | :--- | :--- | | Craig Billings | 52 | Executive Director and Chief Executive Officer | August 17, 2018 | | Linda Chen | 58 | Executive Director, Vice Chairman of the Board and President | September 16, 2009 | | Frederic Luvisutto | 53 | Executive Director and Chief Operating Officer | August 11, 2022 | | Ellen Fae Whittemore | 68 | Non-Executive Director | January 1, 2023 | | Julie Mireille Cameron-Doe | 55 | Non-Executive Director | May 26, 2023 | | Dr. Allan Zeman | 77 | Chairman of the Board and Independent Non-Executive Director | September 16, 2009 | | The Hon. Jeffrey Lam Kin-fung | 73 | Independent Non-Executive Director | September 16, 2009 | | Bruce Philip Rockowitz | 66 | Independent Non-Executive Director | September 16, 2009 | | Nicholas Sallnow-Smith | 75 | Independent Non-Executive Director | September 16, 2009 | | Xiaowei Ye | 67 | Independent Non-Executive Director | April 1, 2019 | Executive Directors The executive directors include CEO Mr. Craig Billings, Vice Chairman and President Ms. Linda Chen, and COO Mr. Frederic Luvisutto, who have extensive leadership experience in gaming, hospitality, and integrated resort operations - Mr. Craig Billings was re-designated as Executive Director and Chief Executive Officer on February 1, 2022, and also serves as CEO and a member of the Board of Directors of Wynn Resorts, Limited, with leadership and innovation experience in the domestic and international gaming industry[163] - Ms. Linda Chen has served as President, Vice Chairman of the Board, and Executive Director of the company since March 1, 2023, responsible for the overall operations, business, and strategic development of Wynn Macau and Wynn Palace, with over 30 years of industry experience[164][166] - Mr. Frederic Luvisutto has served as Executive Director and Chief Operating Officer since August 11, 2022, responsible for overseeing the gaming operations of Wynn Macau and Wynn Palace, with over 25 years of experience in the hotel and gaming industry[168] Non-Executive Directors The non-executive directors include Ms. Ellen F. Whittemore and Ms. Julie M. Cameron-Doe, who have extensive experience in legal, financial, and corporate management, providing professional guidance to the company - Ms. Ellen F. Whittemore has served as a Non-Executive Director since January 1, 2023, and was formerly Executive Vice President, General Counsel, and Secretary of Wynn Resorts, Limited[169] - Ms. Julie M. Cameron-Doe has served as a Non-Executive Director since May 26, 2023, and has been the Chief Financial Officer of Wynn Resorts, Limited since April 2022, and is a Fellow of the Institute of Chartered Accountants in England and Wales[170] Independent Non-Executive Directors The independent non-executive directors include Dr. Allan Zeman, The Hon. Jeffrey Lam Kin-fung, Mr. Bruce Rockowitz, Mr. Nicholas Sallnow-Smith, and Ms. Xiaowei Ye, who have extensive professional knowledge and experience in business, public service, finance, and law, providing independent oversight and strategic advice to the company - Dr. Allan Zeman was appointed Non-Executive Chairman on February 7, 2018, and has been an Independent Non-Executive Director since March 29, 2014, with extensive experience in the business and public service sectors in Hong Kong[171] - The Hon. Jeffrey Lam Kin-fung has served as an Independent Non-Executive Director since September 16, 2009, and is a member of the Legislative Council and a non-official member of the Executive Council of the Hong Kong Special Administrative Region, with extensive experience in business and public service[175] - Mr. Bruce Rockowitz has served as an Independent Non-Executive Director since September 16, 2009, and was formerly the CEO and Vice Chairman of Global Brands Group Holding Limited, with extensive experience in retail and brand management[178] - Mr. Nicholas Sallnow-Smith has served as an Independent Non-Executive Director since September 16, 2009, and was formerly the Chairman and an Independent Non-Executive Director of Link Asset Management Limited, with over 30 years of experience in finance in Asia and the UK[180] - Ms. Xiaowei Ye has served as an Independent Non-Executive Director since April 1, 2019, with over 25 years of experience in the legal fields of China and the United States, and was formerly a Senior Vice President at Qualcomm, Inc[183] Our Senior Management The company's senior management team consists of the General Counsel, President – Finance and Administration, President – Casino Marketing, President – Integrated Resort Marketing, and Senior Vice President – Human Resources, each responsible for their respective areas to jointly drive the company's business development Senior Management Team | Name | Age | Position | | :--- | :--- | :--- | | Jay M. Schall | 52 | General Counsel | | Craig Fullalove | 43 | President – Finance and Administration | | Chung Cho Yee | 59 | President – Casino Marketing | | Michael Weaver | 44 | President – Integrated Resort Marketing | | Zuleika Mok | 64 | Senior Vice President – Human Resources | - Mr. Jay M. Schall is the General Counsel, with over 20 years of experience in the legal fields of Macau and Hong Kong[187] - Mr. Craig Fullalove is the President – Finance and Administration, responsible for leading and overseeing the finance, business development, information technology, human resources, and other administrative departments, with over 20 years of international financial experience[188] - Mr. Chung Cho Yee has served as President – Casino Marketing since March 2025, responsible for leading the gaming marketing efforts of the Macau operations, with over 25 years of experience in the integrated resort sector[189] - Ms. Michael Weaver has served as President – Integrated Resort Marketing since February 13, 2023, responsible for the non-gaming business marketing strategy of the Macau operations[189] - Ms. Zuleika Mok is the Senior Vice President – Human Resources, responsible for overseeing and leading the human resources department, with 30 years of experience in the hotel and human resources fields[191] Our Company Secretary Ms. Ho Wing Tsz, Wendy has served as the Company Secretary since February 28, 2013, with over 25 years of experience in the corporate services field, and is a Chartered Secretary and a council member of The Hong Kong Chartered Governance Institute - Ms. Ho Wing Tsz, Wendy has served as the Company Secretary since February 28, 2013[192] - She is the Executive Director of the Corporate Services Division of Tricor Services Limited, with over 25 years of experience in various corporate services fields[192] - She is a Chartered Secretary, a Chartered Governance Professional, a Fellow of The Hong Kong Chartered Governance Institute and The Chartered Governance Institute in the United Kingdom, and a council member of The Hong Kong Chartered Governance Institute[192] Other Information Dividends The company paid a final dividend of HKD 0.185 per share for the year ended December 31, 2024, in June 2025, and declared an interim dividend of HKD 0.185 per share for the six months ended June 30, 2025, in August 2025 - On March 27, 2025, the Board of Directors recommended the payment of a final dividend of HKD 0.185 per share for the year ended December 31, 2024, which was paid on June 11, 2025[193] - On August 20, 2025, the Board of Directors resolved to declare an interim dividend of HKD 0.185 per share for the six months ended June 30, 2025, which is expected to be paid on September 17, 2025[193] Directors’ and Chief Executives’ Interests and Short Positions in Shares, Underlying Shares and Debentures of the Company and any Associated Corporation As of June 30, 2025, several directors and chief executives held shares or share options in the company, with Mr. Frederic Luvisutto holding the highest percentage at 0.15%. Additionally, Mr. Craig Billings, Ms. Linda Chen, Ms. Ellen F. Whittemore, Ms. Julie M. Cameron-Doe, and Mr. Frederic Luvisutto also held shares or share options in the associated corporations Wynn Resorts, Limited and Wynn Interactive Ltd Directors' Interests in Shares of the Company (Long Position) | Name of Director | Personal Interest | Family Interest | Other Interest | Total Number of Shares | Approximate Percentage of Shareholding | | :--- | :--- | :--- | :--- | :--- | :--- | | Dr. Allan Zeman | 662,800 | — | 14,326,000 (Share Options) | 14,988,800 | 0.01% | | Nicholas Sallnow-Smith | — | 10,000 | 276,000 + 6,892,000 (Share Options) | 7,178,000 | 0.01% | | Bruce Rockowitz | 662,800 | — | 6,796,000 (Share Options) | 7,458,800 | 0.01% | | The Hon. Jeffrey Lam Kin-fung | — | — | 6,796,000 (Share Options) | 6,796,000 | — | | Xiaowei Ye | — | — | 5,735,000 (Share Options) | 5,735,000 | — | | Frederic Luvisutto | 7,680,055 | — | — | 7,680,055 | 0.15% | Directors' Interests in Shares of Associated Corporations (Long Position) | Name of Director | Company | Personal Interest | Other Interest | Total Number of Shares | Approximate Percentage of Shareholding | | :--- | :--- | :--- | :--- | :--- | :--- | | Craig Billings | Wynn Resorts, Limited | 271,310 | 156,189 | 427,499 | 0.41% | | | Wynn Interactive Ltd. | 3,650 | — | 3,650 | 0.24% | | Linda Chen | Wynn Resorts, Limited | 417,827 | — | 417,827 | 0.40% | | Ellen F. Whittemore | Wynn Resorts, Limited | 104,108 | — | 104,108 | 0.10% | | | Wynn Interactive Ltd. | 3,650 | — | 3,650 | 0.24% | | Julie M. Cameron-Doe | Wynn Resorts, Limited | 41,417 | 57,078 | 98,495 | 0.09% | | Frederic Luvisutto | Wynn Resorts, Limited | 4,322 | — | 4,322 | 0.00% | Substantial Shareholders’ Interests and Short Positions in Shares and Underlying Shares of the Company As of June 30, 2025, WM Cayman Holdings Limited I and its ultimate parent company, Wynn Resorts, Limited, were the largest shareholders of the company, holding 71.34% of the shares. The Goldman Sachs Group, Inc. also held a long position of 9.02% and a short position of 3.42% Substantial Shareholders' Interests in Shares of the Company | Name | Capacity/Nature of Interest | Number of Shares | Percentage of Issued Share Capital of the Company | | :--- | :--- | :--- | :--- | | WM Cayman Holdings Limited I | Beneficial Interest (Long Position) | 3,750,000,000 | 71.34% | | Wynn Group Asia, Inc. | Interest of Controlled Corporation (Long Position) | 3,750,000,000 | 71.34% | | Wynn Resorts Finance, LLC | Interest of Controlled Corporation (Long Position) | 3,750,000,000 | 71.34% | | Wynn Resorts Holdings, LLC | Interest of Controlled Corporation (Long Position) | 3,750,000,000 | 71.34% | | Wynn Resorts, Limited | Interest of Controlled Corporation (Long Position) | 3,750,000,000 | 71.34% | | The Goldman Sachs Group, Inc. | Interest of Controlled Corporation (Long Position) | 474,238,177 | 9.02% | | | Interest of Controlled Corporation (Short Position) | 179,918,385 | 3.42% | - WM Cayman Holdings Limited I and its parent companies, including Wynn Resorts, Limited, are deemed to be jointly interested in 71.34% of the company's shares[205] - The shares held by The Goldman Sachs Group, Inc. (long position), after excluding stock borrowing, amount to 14,463,192 shares, representing approximately 0.28% of the total issued shares, and are included in the public float[205] Remuneration Policy The company's remuneration policy is based on employee performance, qualifications, job capabilities, and contributions, and includes a defined contribution retirement benefit plan and a non-mandatory central provident fund system, as well as an employee share ownership plan and a share option scheme to incentivize employees - The Group has approximately 11,600 employees, and selection, remuneration, and promotion are based on performance, qualifications, job capabilities, and contributions[206] - The remuneration of key executives is determined by the Remuneration Committee based on the Group's performance and individual contributions[206] - A defined contribution retirement benefit plan and a non-mandatory central provident fund system are in place, where the company makes matching contributions equal to employee contributions, which vest to the employee at a rate of 10% per year[207] - The company has also established an Employee Share Ownership Plan and a Share Option Scheme[207] Employee Share Ownership Plan The company has 2014 and 2023 Employee Share Ownership Plans, granting unvested shares to employees and management as part of their remuneration to incentivize them. As of June 30, 2025, 7,946,612 unvested shares had been granted with a total fair value of HKD 429 million - The company adopted Employee Share Ownership Plans in 2014 and 2023, granting unvested shares to employees and management[209][210] - The plan mandate limit for the 2023 Employee Share Ownership Plan is 523,843,160 shares, with a service provider sub-limit of 10,476,863 shares[210] - For the six months ended June 30, 2025, the company issued 7,330,000 shares under the 2023 Employee Share Ownership Plan[210] - For the six months ended June 30, 2025, the company awarded a total of 7,946,612 unvested shares to selected participants under the 2023 Employee Share Ownership Plan[212] Total Number and Fair Value of Shares Granted to Selected Participants | Category | Number of Selected Participants | Number of Shares | Fair Value (HKD) | | :--- | :--- | :--- | :--- | | Total Vested Shares | 14,565 | 54,917,986 | 297,655,484 | | Total Unvested Shares | 2,622 | 24,314,737 | 131,785,875 | | Total as of June 30, 2025 | 16,669 | 79,232,723 | 429,441,359 | Movement in Unvested Awards (for the six months ended June 30, 2025) | Grantee | Unvested as of January 1, 2025 | Granted during the period | Vested during the period | Forfeited during the period | Unvested as of June 30, 2025 | | :--- | :--- | :--- | :--- | :--- | :--- | | Frederic Luvisutto | 8,298,516 | 515,269 | (2,564,983) | — | 6,248,802 | | Employees | 16,223,933 | 7,378,144 | (4,633,884) | (955,457) | 18,012,736 | | Service Providers | — | 53,199 | — | — | 53,199 | Share Option Scheme The company has 2019 and 2023 Share Option Schemes to incentivize employees. As of the date of this interim report, there were 22,744,000 outstanding share options under the 2019 Share Option Scheme and 10,000,000 outstanding share options under the 2023 Share Option Scheme. No new share options were granted during the period - The company adopted Share Option Schemes in 2019 and 2023; share options do not immediately confer ownership of the underlying shares and require payment of an exercise price[222] - As of the date of this interim report, there were 22,744,000 outstanding share options under the 2019 Share Option Scheme, representing approximately 0.43% of the issued shares[225] - As of the date of this interim report, there were 10,000,000 outstanding share options under the 2023 Share Option Scheme, representing approximately 1.91% of the plan mandate limit and approximately 0.19% of the total issued shares[226] - For the six months ended June 30, 2025, no share options were granted under the 2023 Share Option Scheme[224] Details of Movements in Outstanding Share Options (for the six months ended June 30, 2025) | Grantee | As of January 1, 2025 | Granted during the period | Exercised during the period | Lapsed during the period | Cancelled during the period | As of June 30, 2025 | Exercise Price per Share (HKD) | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Dr. Allan Zeman | 190,200 | — | — | (190,200) | — | — | 15.46 | | Dr. Allan Zeman (Other) | 13,949,000 | — | — | — | — | 13,949,000 | 4.71-29.73 | | Nicholas Sallnow-Smith | 317,000 | — | — | (317,000) | — | — | 15.46 | | Nicholas Sallnow-Smith (Other) | 6,580,000 | — | — | — | — | 6,580,000 | 4.71-29.73 | | Bruce Rockowitz | 190,200 | — | — | (190,200) | — | — | 15.46 | | Bruce Rockowitz (Other) | 6,580,000 | — | — | — | — | 6,580,000 | 4.71-29.73 | | The