LAS VEGAS SANDS CORP - Quarter Report: 2009 June (Form 10-Q)
Table of Contents
UNITED STATES
SECURITIES & EXCHANGE COMMISSION
Washington, D.C.
20549
Form 10-Q
|
þ
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
|
| For the quarterly period ended June 30, 2009 | ||
|
o
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
|
| For the transition period from to |
Commission file number
001-32373
LAS VEGAS SANDS CORP.
(Exact name of registration as
specified in its charter)
| Nevada | 27-0099920 | |
| (State or other jurisdiction of | (I.R.S. Employer | |
| incorporation or organization) | Identification No.) | |
| 3355 Las Vegas Boulevard South | 89109 | |
| Las Vegas, Nevada | (Zip Code) | |
| (Address of principal executive offices) |
(702) 414-1000
(Registrant’s telephone
number, including area code)
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 þ No o
Indicate by check mark whether the registrant has submitted
electronically and posted on its corporate Web site, if any,
every Interactive Data File required to be submitted and posted
pursuant to Rule 405 of
Regulation S-T
during the preceding 12 months (or for such shorter period
that the registrant was required to submit and post such
files). Yes o No o
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. (Check one):
| Large accelerated filer þ | Accelerated filer o | Non-accelerated filer o | Smaller reporting company o |
(Do not check if a smaller reporting company)
Indicate by check mark whether the registrant is a shell company
(as defined in
Rule 12b-2
of the Exchange
Act). Yes o No þ
Indicate the number of shares outstanding of each of the
Registrant’s classes of common stock, as of August 3,
2009.
LAS VEGAS SANDS CORP.
|
Class
|
Outstanding at August 3, 2009
|
|
|
Common Stock ($0.001 par value)
|
660,322,694 shares |
LAS VEGAS
SANDS CORP.
Table of
Contents
2
Table of Contents
| ITEM 1 — | FINANCIAL STATEMENTS |
|
June 30, |
December 31, |
|||||||
| 2009 | 2008 | |||||||
| (In thousands, except share data) | ||||||||
| (Unaudited) | ||||||||
|
ASSETS
|
||||||||
|
Current assets:
|
||||||||
|
Cash and cash equivalents
|
$ | 2,585,033 | $ | 3,038,163 | ||||
|
Restricted cash
|
188,639 | 194,816 | ||||||
|
Accounts receivable, net
|
367,244 | 384,819 | ||||||
|
Inventories
|
27,180 | 28,837 | ||||||
|
Deferred income taxes
|
23,371 | 22,971 | ||||||
|
Prepaid expenses and other
|
26,474 | 71,670 | ||||||
|
Total current assets
|
3,217,941 | 3,741,276 | ||||||
|
Property and equipment, net
|
12,507,769 | 11,868,228 | ||||||
|
Deferred financing costs, net
|
144,884 | 158,776 | ||||||
|
Deferred income taxes
|
98,447 | 44,189 | ||||||
|
Leasehold interests in land, net
|
1,094,193 | 1,099,938 | ||||||
|
Other assets, net
|
233,761 | 231,706 | ||||||
|
Total assets
|
$ | 17,296,995 | $ | 17,144,113 | ||||
| LIABILITIES AND EQUITY | ||||||||
|
Current liabilities:
|
||||||||
|
Accounts payable
|
$ | 88,141 | $ | 71,035 | ||||
|
Construction payables
|
781,191 | 736,713 | ||||||
|
Accrued interest payable
|
10,057 | 14,750 | ||||||
|
Other accrued liabilities
|
611,913 | 593,295 | ||||||
|
Current maturities of long-term debt
|
141,144 | 114,623 | ||||||
|
Total current liabilities
|
1,632,446 | 1,530,416 | ||||||
|
Other long-term liabilities
|
80,334 | 61,677 | ||||||
|
Deferred proceeds from sale of The Shoppes at The Palazzo
|
243,928 | 243,928 | ||||||
|
Deferred gain on sale of The Grand Canal Shoppes
|
56,005 | 57,736 | ||||||
|
Deferred rent from mall transactions
|
149,922 | 150,771 | ||||||
|
Long-term debt
|
10,636,260 | 10,356,115 | ||||||
|
Total liabilities
|
12,798,895 | 12,400,643 | ||||||
|
Preferred stock, $0.001 par value, issued to Principal
Stockholder’s family, 5,250,000 shares issued and
outstanding, after allocation of fair value of attached
warrants, aggregate redemption/liquidation value of $577,500
|
364,561 | 318,289 | ||||||
|
Commitments and contingencies (Note 8)
|
||||||||
|
Equity:
|
||||||||
|
Preferred stock, $0.001 par value, 50,000,000 shares
authorized, 4,089,999 and 5,196,300 shares issued and
outstanding with warrants to purchase up to 68,166,786 and
86,605,173 shares of common stock
|
234,607 | 298,066 | ||||||
|
Common stock, $0.001 par value, 1,000,000,000 shares
authorized, 660,322,694 and 641,839,018 shares issued and
outstanding
|
660 | 642 | ||||||
|
Treasury stock, at cost, 2,253 shares
|
(13 | ) | — | |||||
|
Capital in excess of par value
|
3,173,197 | 3,090,292 | ||||||
|
Accumulated other comprehensive income
|
14,798 | 17,554 | ||||||
|
Retained earnings
|
710,739 | 1,015,554 | ||||||
|
Total Las Vegas Sands Corp. stockholders’ equity
|
4,133,988 | 4,422,108 | ||||||
|
Noncontrolling interest
|
(449 | ) | 3,073 | |||||
|
Total equity
|
4,133,539 | 4,425,181 | ||||||
|
Total liabilities and equity
|
$ | 17,296,995 | $ | 17,144,113 | ||||
The accompanying notes are an integral part of these condensed
consolidated financial statements.
3
Table of Contents
|
Three Months Ended |
Six Months Ended |
|||||||||||||||
| June 30, | June 30, | |||||||||||||||
| 2009 | 2008 | 2009 | 2008 | |||||||||||||
| (In thousands, except share and per share data) | ||||||||||||||||
| (Unaudited) | ||||||||||||||||
|
Revenues:
|
||||||||||||||||
|
Casino
|
$ | 798,053 | $ | 804,274 | $ | 1,595,978 | $ | 1,599,715 | ||||||||
|
Rooms
|
161,969 | 195,689 | 336,357 | 386,378 | ||||||||||||
|
Food and beverage
|
87,087 | 98,050 | 174,395 | 181,290 | ||||||||||||
|
Convention, retail and other
|
95,885 | 88,700 | 209,372 | 167,558 | ||||||||||||
| 1,142,994 | 1,186,713 | 2,316,102 | 2,334,941 | |||||||||||||
|
Less-promotional allowances
|
(84,294 | ) | (74,599 | ) | (178,340 | ) | (143,804 | ) | ||||||||
|
Net revenues
|
1,058,700 | 1,112,114 | 2,137,762 | 2,191,137 | ||||||||||||
|
Operating expenses:
|
||||||||||||||||
|
Casino
|
532,476 | 539,626 | 1,081,373 | 1,059,094 | ||||||||||||
|
Rooms
|
31,524 | 39,946 | 65,291 | 80,227 | ||||||||||||
|
Food and beverage
|
44,819 | 49,503 | 87,461 | 90,543 | ||||||||||||
|
Convention, retail and other
|
63,234 | 50,642 | 122,477 | 95,609 | ||||||||||||
|
Provision for doubtful accounts
|
20,707 | 5,969 | 41,717 | 14,101 | ||||||||||||
|
General and administrative
|
123,800 | 147,906 | 245,103 | 290,859 | ||||||||||||
|
Corporate expense
|
64,307 | 33,602 | 87,731 | 59,139 | ||||||||||||
|
Rental expense
|
7,877 | 8,072 | 15,806 | 17,136 | ||||||||||||
|
Pre-opening expense
|
41,830 | 38,103 | 86,764 | 64,693 | ||||||||||||
|
Development expense
|
10 | 4,459 | 264 | 10,351 | ||||||||||||
|
Depreciation and amortization
|
143,633 | 119,101 | 282,882 | 232,514 | ||||||||||||
|
Impairment loss
|
151,175 | — | 151,175 | — | ||||||||||||
|
Loss on disposal of assets
|
4,653 | 1,903 | 4,784 | 7,024 | ||||||||||||
| 1,230,045 | 1,038,832 | 2,272,828 | 2,021,290 | |||||||||||||
|
Operating income (loss)
|
(171,345 | ) | 73,282 | (135,066 | ) | 169,847 | ||||||||||
|
Other income (expense):
|
||||||||||||||||
|
Interest income
|
2,692 | 3,133 | 8,241 | 8,598 | ||||||||||||
|
Interest expense, net of amounts capitalized
|
(64,871 | ) | (88,474 | ) | (135,989 | ) | (203,174 | ) | ||||||||
|
Other income (expense)
|
773 | (3,684 | ) | (4,970 | ) | 4,415 | ||||||||||
|
Loss on early retirement of debt
|
— | (33 | ) | — | (4,022 | ) | ||||||||||
|
Loss before income taxes
|
(232,751 | ) | (15,776 | ) | (267,784 | ) | (24,336 | ) | ||||||||
|
Income tax benefit
|
54,488 | 2,782 | 53,675 | 108 | ||||||||||||
|
Net loss
|
(178,263 | ) | (12,994 | ) | (214,109 | ) | (24,228 | ) | ||||||||
|
Noncontrolling interest
|
2,323 | 4,198 | 3,563 | 4,198 | ||||||||||||
|
Net loss attributable to Las Vegas Sands Corp.
|
(175,940 | ) | (8,796 | ) | (210,546 | ) | (20,030 | ) | ||||||||
|
Preferred stock dividends
|
(23,172 | ) | — | (46,326 | ) | — | ||||||||||
|
Accretion to redemption value of preferred stock issued to
Principal Stockholder’s family
|
(23,136 | ) | — | (46,272 | ) | — | ||||||||||
|
Net loss attributable to common stockholders
|
$ | (222,248 | ) | $ | (8,796 | ) | $ | (303,144 | ) | $ | (20,030 | ) | ||||
|
Basic and diluted loss per share
|
$ | (0.34 | ) | $ | (0.02 | ) | $ | (0.46 | ) | $ | (0.06 | ) | ||||
|
Basic and diluted weighted average shares outstanding
|
658,877,256 | 355,364,583 | 653,370,686 | 355,319,560 | ||||||||||||
The accompanying notes are an integral part of these condensed
consolidated financial statements.
4
Table of Contents
LAS VEGAS
SANDS CORP. AND SUBSIDIARIES
| Las Vegas Sands Corp. Stockholders’ Equity | ||||||||||||||||||||||||||||||||
|
Accumulated |
||||||||||||||||||||||||||||||||
|
Other |
||||||||||||||||||||||||||||||||
|
Capital in |
Comprehensive |
|||||||||||||||||||||||||||||||
|
Preferred |
Common |
Treasury |
Excess of |
Income |
Retained |
Noncontrolling |
||||||||||||||||||||||||||
| Stock | Stock | Stock | Par Value | (Loss) | Earnings | Interest | Total | |||||||||||||||||||||||||
|
(In thousands) |
||||||||||||||||||||||||||||||||
| (Unaudited) | ||||||||||||||||||||||||||||||||
|
Balance at January 1, 2008
|
$ | — | $ | 355 | $ | — | $ | 1,064,878 | $ | (2,493 | ) | $ | 1,197,534 | $ | 4,926 | $ | 2,265,200 | |||||||||||||||
|
Net loss
|
— | — | — | — | — | (163,558 | ) | (4,767 | ) | (168,325 | ) | |||||||||||||||||||||
|
Currency translation adjustment
|
— | — | — | — | 20,047 | — | — | 20,047 | ||||||||||||||||||||||||
|
Total comprehensive loss
|
(148,278 | ) | ||||||||||||||||||||||||||||||
|
Exercise of stock options
|
— | 1 | — | 6,833 | — | — | — | 6,834 | ||||||||||||||||||||||||
|
Tax benefit from stock-based compensation
|
— | — | — | 1,117 | — | — | — | 1,117 | ||||||||||||||||||||||||
|
Stock-based compensation
|
— | — | — | 59,643 | — | — | — | 59,643 | ||||||||||||||||||||||||
|
Issuance of preferred and common stock and warrants, net of
transaction costs
|
298,066 | 200 | — | 1,482,907 | — | — | — | 1,781,173 | ||||||||||||||||||||||||
|
Extinguishment of convertible senior notes
|
— | 86 | — | 474,914 | — | — | — | 475,000 | ||||||||||||||||||||||||
|
Contribution from noncontrolling interest
|
— | — | — | — | — | — | 2,914 | 2,914 | ||||||||||||||||||||||||
|
Accumulated but undeclared dividend requirement on preferred
stock issued to Principal Stockholder’s family
|
— | — | — | — | — | (6,854 | ) | — | (6,854 | ) | ||||||||||||||||||||||
|
Accretion to redemption value of preferred stock issued to
Principal Stockholder’s family
|
— | — | — | — | — | (11,568 | ) | — | (11,568 | ) | ||||||||||||||||||||||
|
Balance at December 31, 2008
|
298,066 | 642 | — | 3,090,292 | 17,554 | 1,015,554 | 3,073 | 4,425,181 | ||||||||||||||||||||||||
|
Net loss
|
— | — | — | — | — | (210,546 | ) | (3,563 | ) | (214,109 | ) | |||||||||||||||||||||
|
Currency translation adjustment
|
— | — | — | — | (2,756 | ) | — | — | (2,756 | ) | ||||||||||||||||||||||
|
Total comprehensive loss
|
(216,865 | ) | ||||||||||||||||||||||||||||||
|
Tax shortfall from stock-based compensation
|
— | — | — | (3,284 | ) | — | — | — | (3,284 | ) | ||||||||||||||||||||||
|
Stock-based compensation
|
— | — | — | 22,528 | — | — | — | 22,528 | ||||||||||||||||||||||||
|
Purchase of treasury stock
|
— | — | (13 | ) | — | — | — | — | (13 | ) | ||||||||||||||||||||||
|
Warrants exercised and settled with preferred stock
|
(63,459 | ) | 18 | — | 63,441 | — | — | — | — | |||||||||||||||||||||||
|
Contribution from noncontrolling interest
|
— | — | — | — | — | — | 41 | 41 | ||||||||||||||||||||||||
|
Deemed contribution from Principal Stockholder
|
— | — | — | 220 | — | — | — | 220 | ||||||||||||||||||||||||
|
Dividends declared, net of amounts previously accrued
|
— | — | — | — | — | (41,143 | ) | — | (41,143 | ) | ||||||||||||||||||||||
|
Accumulated but undeclared dividend requirement on preferred
stock issued to Principal Stockholder’s family
|
— | — | — | — | — | (6,854 | ) | — | (6,854 | ) | ||||||||||||||||||||||
|
Accretion to redemption value of preferred stock issued to
Principal Stockholder’s family
|
— | — | — | — | — | (46,272 | ) | — | (46,272 | ) | ||||||||||||||||||||||
|
Balance at June 30, 2009
|
$ | 234,607 | $ | 660 | $ | (13 | ) | $ | 3,173,197 | $ | 14,798 | $ | 710,739 | $ | (449 | ) | $ | 4,133,539 | ||||||||||||||
The accompanying notes are an integral part of these condensed
consolidated financial statements.
5
Table of Contents
LAS VEGAS
SANDS CORP. AND SUBSIDIARIES
|
Six Months Ended |
||||||||
| June 30, | ||||||||
| 2009 | 2008 | |||||||
| (In thousands) | ||||||||
| (Unaudited) | ||||||||
|
Cash flows from operating activities:
|
||||||||
|
Net loss
|
$ | (214,109 | ) | $ | (24,228 | ) | ||
|
Adjustments to reconcile net loss to net cash provided by
operating activities:
|
||||||||
|
Depreciation and amortization
|
282,882 | 232,514 | ||||||
|
Amortization of leasehold interests in land included in rental
expense
|
14,451 | 13,291 | ||||||
|
Amortization of deferred financing costs and original issue
discount
|
13,248 | 19,518 | ||||||
|
Amortization of deferred gain and rent
|
(2,580 | ) | (2,502 | ) | ||||
|
Deferred rent from mall transactions
|
— | 48,843 | ||||||
|
Loss on early retirement of debt
|
— | 4,022 | ||||||
|
Impairment and loss on disposal of assets
|
155,959 | 7,024 | ||||||
|
Stock-based compensation expense
|
20,905 | 23,833 | ||||||
|
Provision for doubtful accounts
|
41,717 | 14,101 | ||||||
|
Foreign exchange (gain) loss
|
14 | (2,740 | ) | |||||
|
Excess tax benefits from stock-based compensation
|
— | (1,631 | ) | |||||
|
Deferred income taxes
|
(57,942 | ) | (19,055 | ) | ||||
|
Non-cash contribution from Principal Stockholder included in
corporate expense
|
220 | — | ||||||
|
Changes in operating assets and liabilities:
|
||||||||
|
Accounts receivable
|
(24,009 | ) | (96,931 | ) | ||||
|
Inventories
|
1,659 | (4,962 | ) | |||||
|
Prepaid expenses and other
|
43,328 | (41,699 | ) | |||||
|
Leasehold interests in land
|
(17,671 | ) | (18,448 | ) | ||||
|
Accounts payable
|
17,100 | 4,587 | ||||||
|
Accrued interest payable
|
(4,498 | ) | 5,916 | |||||
|
Other accrued liabilities
|
37,172 | 31,939 | ||||||
|
Net cash provided by operating activities
|
307,846 | 193,392 | ||||||
|
Cash flows from investing activities:
|
||||||||
|
Capital expenditures
|
(1,022,534 | ) | (1,910,331 | ) | ||||
|
Change in restricted cash
|
3,821 | 250,592 | ||||||
|
Deposit for potential gaming application included in other assets
|
— | (25,000 | ) | |||||
|
Net cash used in investing activities
|
(1,018,713 | ) | (1,684,739 | ) | ||||
|
Cash flows from financing activities:
|
||||||||
|
Proceeds from exercise of stock options
|
— | 6,434 | ||||||
|
Excess tax benefits from stock-based compensation
|
— | 1,631 | ||||||
|
Dividends paid to preferred stockholders
|
(47,997 | ) | — | |||||
|
Purchase of treasury stock
|
(13 | ) | — | |||||
|
Proceeds from long-term debt (Note 3)
|
504,379 | 2,955,903 | ||||||
|
Repayments on long-term debt (Note 3)
|
(194,636 | ) | (1,689,139 | ) | ||||
|
Proceeds from the sale of The Shoppes at The Palazzo
|
— | 243,928 | ||||||
|
Contribution from noncontrolling interest
|
41 | — | ||||||
|
Payments of deferred financing costs
|
(4,431 | ) | (90,738 | ) | ||||
|
Net cash provided by financing activities
|
257,343 | 1,428,019 | ||||||
|
Effect of exchange rate on cash
|
394 | 7,948 | ||||||
|
Decrease in cash and cash equivalents
|
(453,130 | ) | (55,380 | ) | ||||
|
Cash and cash equivalents at beginning of period
|
3,038,163 | 857,150 | ||||||
|
Cash and cash equivalents at end of period
|
$ | 2,585,033 | $ | 801,770 | ||||
|
Supplemental disclosure of cash flow information:
|
||||||||
|
Cash payments for interest, net of amounts capitalized
|
$ | 127,481 | $ | 177,740 | ||||
|
Cash payments for taxes, net of refunds
|
$ | (70,007 | ) | $ | 67 | |||
|
Changes in construction payables
|
$ | 44,478 | $ | 87,499 | ||||
|
Non-cash investing and financing activities:
|
||||||||
|
Capitalized stock-based compensation costs
|
$ | 1,623 | $ | 2,571 | ||||
|
Accumulated but undeclared dividend requirement on preferred
stock issued to Principal Stockholder’s family
|
$ | 6,854 | $ | — | ||||
|
Accretion to redemption value of preferred stock issued to
Principal Stockholder’s family
|
$ | 46,272 | $ | — | ||||
|
Warrants exercised and settled through tendering of preferred
stock
|
$ | 63,459 | $ | — | ||||
The accompanying notes are an integral part of these condensed
consolidated financial statements.
6
Table of Contents
LAS VEGAS
SANDS CORP. AND SUBSIDIARIES
NOTES TO
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(UNAUDITED)
| NOTE 1 — | ORGANIZATION AND BUSINESS OF COMPANY |
Overview
The accompanying condensed consolidated financial statements
should be read in conjunction with the consolidated financial
statements and notes thereto included in the Annual Report on
Form 10-K
of Las Vegas Sands Corp., a Nevada corporation
(“LVSC”), and its subsidiaries (collectively the
“Company”) for the year ended December 31, 2008.
The Company’s common stock is traded on the New York Stock
Exchange under the symbol “LVS.”
The year-end balance sheet data was derived from audited
financial statements, but does not include all disclosures
required by generally accepted accounting principles in the
United States of America. In the opinion of management, all
adjustments and normal recurring accruals considered necessary
for a fair statement of the results for the interim period have
been included. The Company evaluated events and transactions,
including the estimates used to prepare the condensed
consolidated financial statements, through August 7, 2009,
the date the Quarterly Report on
Form 10-Q
for the quarterly period ended June 30, 2009, was issued.
The interim results reflected in the unaudited condensed
consolidated financial statements are not necessarily indicative
of expected results for the full year.
Operations
Las
Vegas
The Company owns and operates The Venetian Resort Hotel Casino
(“The Venetian Las Vegas”), a Renaissance
Venice-themed resort; The Palazzo Resort Hotel Casino (“The
Palazzo”), a resort featuring modern European ambience and
design reminiscent of affluent Italian living; and an expo and
convention center of approximately 1.2 million square feet
(the “Sands Expo Center”). These Las Vegas properties,
situated on or near the Las Vegas Strip, form an integrated
resort with approximately 7,100 suites; approximately
225,000 square feet of gaming space; a meeting and
conference facility of approximately 1.1 million square
feet; an enclosed retail, dining and entertainment complex
located within The Venetian Las Vegas of approximately
440,000 net leasable square feet (“The Grand Canal
Shoppes”), which was sold to GGP Limited Partnership
(“GGP”) in 2004; and an enclosed retail and dining
complex located within The Palazzo of approximately
400,000 net leasable square feet (“The Shoppes at The
Palazzo”), which was sold to GGP in February 2008. See
‘‘— Note 2 — Property and
Equipment, Net” regarding the sale of The Shoppes at The
Palazzo.
Pennsylvania
The Company is in the process of developing Sands Casino Resort
Bethlehem (the “Sands Bethlehem”), a gaming, hotel,
retail and dining complex located on the site of the historic
Bethlehem Steel Works in Bethlehem, Pennsylvania. Sands
Bethlehem is also expected to be home to the National Museum of
Industrial History, an arts and cultural center, and the
broadcast home of the local PBS affiliate. The Company owns 86%
of the economic interest of the gaming, hotel and entertainment
portion of the property through its ownership interest in Sands
Bethworks Gaming LLC and more than 35% of the economic interest
of the retail portion of the property through its ownership
interest in Sands Bethworks Retail, LLC.
On May 22, 2009, the Company opened the casino component of
Sands Bethlehem, featuring 3,000 slot machines (with the ability
to increase to 5,000 slot machines six months after the opening
date) and several food and beverage offerings, as well as the
parking garage and surface parking. Construction activities on
the remaining components, which include a 300-room hotel, an
approximate 200,000-square-foot retail facility, a
50,000-square-foot multipurpose event center and a variety of
additional dining options, have been suspended temporarily and
are intended to recommence when capital markets and general
economic conditions improve. As of June 30, 2009, the
Company has capitalized construction costs of
$561.7 million for this project (including
$84.1 million in
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LAS VEGAS
SANDS CORP. AND SUBSIDIARIES
NOTES TO
CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS — (Continued)
outstanding construction payables). The Company expects to spend
approximately $110 million on additional costs to prepare
the remaining portion of the site for delay, furniture, fixtures
and equipment (“FF&E”) and other costs, and to
pay outstanding construction payables, as noted above. The
impact of the suspension on the estimated overall cost of the
project’s remaining components is currently not
determinable with certainty.
Macau
The Company owns and operates the Sands Macao, the first Las
Vegas-style casino in the Macau Special Administrative Region of
the People’s Republic of China (“Macau”),
pursuant to a
20-year
gaming subconcession. The Sands Macao offers approximately
229,000 square feet of gaming space and a 289-suite hotel
tower, as well as several restaurants, VIP facilities, a
theater, and other high-end services and amenities.
The Company also owns and operates The Venetian Macao Resort
Hotel (“The Venetian Macao”), which anchors the Cotai
Striptm,
the Company’s master-planned development of integrated
resort properties in Macau. With a theme similar to that of The
Venetian Las Vegas, The Venetian Macao includes a 39-floor
luxury hotel with over 2,900 suites; approximately
550,000 square feet of gaming space; a 15,000-seat arena;
retail and dining space of approximately 1.0 million square
feet; and a convention center and meeting room complex of
approximately 1.2 million square feet.
On August 28, 2008, the Company opened the Four Seasons
Hotel Macao, Cotai
Striptm
(the “Four Seasons Macao”), which is located adjacent
to The Venetian Macao. The Four Seasons Macao features 360 rooms
and suites managed by Four Seasons Hotels Inc.; 19 Paiza
mansions; approximately 70,000 square feet of gaming space;
several food and beverage offerings; conference and banquet
facilities; and retail space of approximately
211,000 square feet, which is connected to the mall at The
Venetian Macao. The property will also feature the Four Seasons
Apartments Macao, Cotai
Striptm
(the “Four Seasons Apartments”), which consist of
approximately 1.0 million square feet of Four
Seasons-serviced and -branded luxury apartment hotel units and
common areas. The Company intends to sell shares in the
subsidiary that will own the Four Seasons Apartments, which
shares will entitle the holder to the exclusive use of a unit
within the Four Seasons Apartments. As of June 30, 2009,
the Company has capitalized construction costs of
$976.8 million for this project (including
$92.1 million in outstanding construction payables). The
Company expects to spend approximately $260 million on
additional costs to complete the Four Seasons Apartments,
including FF&E, pre-opening costs and additional land
premiums, and to pay outstanding construction payables, as noted
above.
Development
Projects
Given the challenging conditions in the capital markets and the
global economy and their impact on the Company’s ongoing
operations, the Company revised its development plan to suspend
portions of its development projects and focus its development
efforts on those projects with the highest rates of expected
return on invested capital. Should general economic conditions
fail to improve, if the Company is unable to obtain sufficient
funding such that completion of its suspended projects is not
probable, or should management decide to abandon certain
projects, all or a portion of the Company’s investment to
date on its suspended projects could be lost and would result in
an impairment charge. In addition, the Company may be subject to
penalties under the termination clauses in its construction
contracts or under its management contracts with certain hotel
management companies.
United
States Development Project
St. Regis
Residences
The Company had been constructing a St. Regis-branded high-rise
residential condominium tower, the St. Regis Residences at
The Venetian Palazzo (the “St. Regis Residences”),
located between The Palazzo and The Venetian Las Vegas on the
Las Vegas Strip. As part of the Company’s revised
development plan, it has suspended construction activities for
the project due to reduced demand for Las Vegas Strip
condominiums and the overall
8
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LAS VEGAS
SANDS CORP. AND SUBSIDIARIES
NOTES TO
CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS — (Continued)
decline in general economic conditions. The Company intends to
recommence construction when these conditions improve and
expects that it will take approximately 18 months from that
point to complete construction of the project. As of
June 30, 2009, the Company has capitalized construction
costs of $183.0 million for this project (including
$10.1 million in outstanding construction payables). The
Company expects to spend approximately $20 million on
additional costs to prepare the site for delay and to complete
construction of the podium portion (which is part of The Shoppes
at The Palazzo and includes already leased retail and
entertainment space), and to pay outstanding construction
payables, as noted above. The impact of the suspension on the
estimated overall cost of the project is currently not
determinable with certainty.
Macau
Development Projects
The Company submitted plans to the Macau government for its
other Cotai Strip developments, which represent five integrated
resort developments, in addition to The Venetian Macao and Four
Seasons Macao, on an area of approximately 200 acres (which
are referred to as parcels 3, 5, 6, 7 and 8). Subject to the
approval from the Macau government, the developments are
expected to include hotels, exhibition and conference
facilities, gaming areas, showrooms, shopping malls, spas,
restaurants, entertainment facilities and other amenities. The
Company had commenced construction or pre-construction for these
five parcels and planned to own and operate all of the gaming
areas in these developments under the Company’s Macau
gaming subconcession.
As part of its revised development plan, the Company intends to
sequence the construction of its developments on parcels 5 and 6
due to difficulties in the capital markets and the overall
decline in general economic conditions. Phase I of the project
includes a hotel tower to be managed by Shangri-La Hotels
and Resorts (“Shangri-La”) under its
Shangri-La and Traders brands and two hotel towers to be
managed by Starwood Hotels & Resorts Worldwide
(“Starwood”) under its Sheraton brand, along with the
podium that encompasses gaming areas, associated public areas,
portions of the shopping mall, meeting space and a theater.
Phase II of the project includes a fourth hotel tower,
which will be managed by Starwood under its St. Regis brand,
along with additional meeting space and completion of the
shopping mall. Construction of phase I has been suspended while
the Company pursues project-level financing; however, there can
be no assurance that such financing will be obtained. The
Company expects that if and when financing is obtained, it will
take several months to mobilize and then approximately 12 to
18 months from that point to complete construction of phase
I. Construction of phase II of the project has been
suspended until conditions in the capital markets and general
economic conditions improve. As of June 30, 2009, the
Company has capitalized construction costs of $1.72 billion
for this project (including $155.0 million in outstanding
construction payables). The Company expects to spend
approximately $420 million on additional costs to prepare
the site for delay and to pay outstanding construction payables,
as noted above. The impact of the revised development plan on
the estimated overall cost of the project is currently not
determinable with certainty. The Company’s management
agreements with Shangri-La and Starwood impose certain
deadlines and opening obligations on the Company, and certain
past and/or anticipated delays, as described above, may
represent a default under one or more of these agreements, allow
the hotel management companies to terminate their agreement
and/or subject the Company to penalties.
The Company had commenced pre-construction on parcels 7, 8 and 3
and has capitalized construction costs of $115.7 million
for parcels 7 and 8 and $35.6 million for parcel 3 as of
June 30, 2009. The Company intends to commence construction
after necessary government approvals are obtained, regional and
global economic conditions improve, future demand warrants it
and additional financing is obtained.
The impact of the delayed construction on the Company’s
previously estimated cost to complete its Cotai Strip
developments is currently not determinable with certainty. As of
June 30, 2009, the Company has capitalized an aggregate of
$5.47 billion in costs for its Cotai Strip developments,
including The Venetian Macao and Four Seasons Macao. The Company
will need to arrange additional financing to fund the balance of
its Cotai Strip developments and there is no assurance that the
Company will be able to obtain any of the additional financing
required.
9
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LAS VEGAS
SANDS CORP. AND SUBSIDIARIES
NOTES TO
CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS — (Continued)
The Company has received a land concession from the Macau
government to build on parcels 1, 2 and 3, including the sites
on which The Venetian Macao (parcel 1) and Four Seasons
Macao (parcel 2) are located. The Company does not own
these land sites in Macau; however, the land concession, which
has an initial term of 25 years and is renewable at the
Company’s option in accordance with Macau law, grants the
Company exclusive use of the land. As specified in the land
concession, the Company is required to pay premiums for each
parcel, which are either payable in a single lump sum upon
acceptance of the land concession by the Macau government or in
eight semi-annual installments (provided that the outstanding
balance is due upon the completion of the corresponding
integrated resort), as well as annual rent for the term of the
land concession. In October 2008, the Macau government amended
the Company’s land concession to allow the Company to
subdivide the parcel into four separate units under Macau’s
horizontal property regime, consisting of retail, hotel/casino,
Four Seasons Apartments and parking areas.
The Company does not yet have all of the necessary Macau
government approvals to develop its planned Cotai Strip
developments on parcels 3, 5, 6, 7 and 8. The Company has
received a land concession for parcel 3, as previously noted,
but has yet to be granted land concessions for parcels 5, 6, 7
and 8. The Company is in the process of negotiating with the
Macau government to obtain the land concession for parcels 5 and
6, and will subsequently negotiate the land concession for
parcels 7 and 8. Based on historical experience with the Macau
government with respect to the Company’s land concessions
for the Sands Macao and parcels 1, 2 and 3, management believes
that the land concessions for parcels 5, 6, 7 and 8 will be
granted; however, if the Company does not obtain these land
concessions, the Company could forfeit all or a substantial part
of its $1.83 billion in capitalized costs, as of
June 30, 2009, related to its developments on parcels
5, 6, 7 and 8.
Under the Company’s land concession for parcels 1, 2 and 3,
the Company is required to complete the development of parcel 3
by August 2011. The Company believes that if it is not able to
complete the development of parcel 3 by the deadline, it will be
able to obtain an extension from the Macau government; however,
no assurances can be given that an extension will be granted. If
the Company is unable to meet the August 2011 deadline and that
deadline is not extended or the portion of the land concession
related to parcel 3 is not separated from parcels 1 and 2, it
could lose its land concession for parcels 1, 2 and 3, which
would prohibit the Company from continuing to operate The
Venetian Macao, Four Seasons Macao or any other facilities
developed under the land concession. As a result, the Company
could forfeit all or a substantial portion of its
$3.64 billion in capitalized costs, as of June 30,
2009, related to its developments on parcels 1, 2 and 3.
Singapore
Development Project
The Company’s wholly-owned subsidiary, Marina Bay Sands
Pte. Ltd. (“MBS”), entered into a development
agreement (the “Development Agreement”) with the
Singapore Tourism Board (the “STB”) to build and
operate an integrated resort called Marina Bay Sands in
Singapore. Marina Bay Sands is expected to include three
55-story hotel towers (totaling approximately 2,600 rooms and
suites), a casino, an enclosed retail, dining and entertainment
complex of approximately 800,000 net leasable square feet,
a convention center and meeting room complex of approximately
1.3 million square feet, theaters and a landmark iconic
structure at the bay-front promenade that will contain an
art/science museum. The Company is continuing to finalize
various design aspects of the integrated resort and is in the
process of finalizing cost estimates for the project. As of
June 30, 2009, the Company has capitalized
4.28 billion Singapore dollars (“SGD,”
approximately $2.94 billion at exchange rates in effect on
June 30, 2009) in costs for this project, including
the land premium and SGD 541.9 million (approximately
$372.6 million at exchange rates in effect on June 30,
2009) in outstanding construction payables. The Company
expects to spend approximately SGD 4.1 billion
(approximately $2.8 billion at exchange rates in effect on
June 30, 2009) through 2011 on additional costs
to complete the construction of the integrated resort,
FF&E, pre-opening and other costs, and to pay outstanding
construction payables, as noted above; approximately SGD
1.7 billion (approximately $1.1 billion at exchange
rates in effect on June 30, 2009) is expected to be
spent in 2009. As the Company has obtained Singapore-denominated
financing and primarily pays its costs in Singapore dollars,
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LAS VEGAS
SANDS CORP. AND SUBSIDIARIES
NOTES TO
CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS — (Continued)
its exposure to foreign exchange gains and losses is expected to
be minimal. Based on its current development plan, the Company
is targeting to open a majority of the project in the first
quarter of 2010.
Hengqin
Island Development Project
The Company has entered into a non-binding letter of intent with
the Zhuhai Municipal People’s Government of China to work
together to create a master plan for, and develop, a leisure and
convention destination resort on Hengqin Island, which is
located within mainland China, approximately one mile from the
Cotai Strip. In January 2007, the Company was informed that the
Zhuhai Government established a Project Coordination Committee
to act as a government liaison empowered to work directly with
the Company to advance the development of the project. Under the
revised development plan, the Company has suspended the project
indefinitely.
Other
Development Projects
When the current economic environment and access to capital
improve, the Company may continue exploring the possibility of
developing and operating additional properties, including
integrated resorts, in additional Asian and
U.S. jurisdictions, and in Europe.
Development
Financing Strategy
Through June 30, 2009, the Company has funded its
development projects primarily through borrowings under its
U.S., Macau and Singapore credit facilities, operating cash
flows, proceeds from the Company’s recent equity offerings
and proceeds from the disposition of non-core assets.
The U.S. credit facility and FF&E facility require the
Company’s Las Vegas operations to comply with certain
financial covenants at the end of each quarter, including
maintaining a maximum leverage ratio of net debt, as defined, to
trailing twelve-month adjusted earnings before interest, income
taxes, depreciation and amortization, as defined (“Adjusted
EBITDA”). The maximum leverage ratio is 7.0x for the
quarterly period ended June 30, 2009, decreases to 6.5x for
the quarterly periods ending September 30 and December 31,
2009, and decreases by 0.5x every subsequent two quarterly
periods until it decreases to, and remains at, 5.0x for all
quarterly periods thereafter through maturity (commencing with
the quarterly period ending March 31, 2011). The Macau
credit facility requires the Company’s Macau operations to
comply with similar financial covenants, including maintaining a
maximum leverage ratio of debt to Adjusted EBITDA. The maximum
leverage ratio is 4.0x for the quarterly period ended
June 30, 2009, decreases to 3.5x for the quarterly periods
ending September 30 and December 31, 2009, and then
decreases to, and remains at, 3.0x for all quarterly periods
thereafter through maturity. If the Company is unable to
maintain compliance with the financial covenants under these
credit facilities, the Company would be in default under the
respective credit facilities. A default under the domestic
credit facilities would trigger a cross-default under the
Company’s airplane financings, which, if the respective
lenders chose to accelerate the indebtedness outstanding under
these agreements, would result in a default under the
Company’s senior notes. A default under the Macau credit
facility would trigger a cross-default under the Company’s
ferry financing. Any defaults or cross-defaults under these
agreements would allow the lenders, in each case, to exercise
their rights and remedies as defined under their respective
agreements. If the lenders were to exercise their rights to
accelerate the due dates of the indebtedness outstanding, there
can be no assurance that the Company would be able to repay or
refinance any amounts that may become accelerated under such
agreements, which could force the Company to restructure or
alter its operations or debt obligations.
The Company completed a $475.0 million convertible senior
notes offering and a $2.1 billion common and preferred
stock and warrants offering in 2008. A portion of the proceeds
from these offerings was used domestically to exercise the
EBITDA
true-up
provision (as defined below) during the quarterly periods ended
September 30, 2008 and March 31, 2009, and
additional proceeds were contributed to Las Vegas Sands, LLC
(“LVSLLC”) to reduce its net debt in order to maintain
compliance with the maximum leverage ratio for the quarterly
periods ended March 31 and June 30, 2009. An additional
portion of the proceeds was used in Macau to exercise the EBITDA
true-up
provision during the quarterly periods ended December 31,
2008 and June 30, 2009, and cash on hand was used to
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LAS VEGAS
SANDS CORP. AND SUBSIDIARIES
NOTES TO
CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS — (Continued)
pay down $125.0 million of indebtedness under the Macau
credit facility during the six months ended June 30, 2009,
in order to maintain compliance with the maximum leverage ratio
for the quarterly periods ended March 31 and June 30, 2009.
In order to fund the Company’s revised development plan as
discussed above and comply with the maximum leverage ratio
covenants of its U.S. and Macau credit facilities for the
remaining quarterly periods in 2009 and beyond, the Company will
utilize cash on hand, cash flow from operations and available
borrowings under its credit facilities. The Company will also
need to execute some, or a combination, of the following
measures: (i) achieve increased levels of Adjusted EBITDA
at its Las Vegas and Macau properties, primarily through
aggressive cost-cutting measures and implementation of
efficiency initiatives; (ii) obtain an amendment under the
Macau credit facility, which would include, among other things,
increasing the maximum leverage ratio for each quarterly period
through the end of 2010, (iii) obtain additional debt
and/or
equity financing through the sale of a minority interest in
certain of the Company’s Macau assets, the latter of which
would require consent from regulating authorities and lenders
under the Macau credit facility; (iv) elect to contribute
up to $50 million and $20 million of cash on hand to
the Las Vegas and Macau operations, respectively, on a
bi-quarterly basis (such contributions having the effect of
increasing Adjusted EBITDA by the corresponding amount during
the applicable quarter for purposes of calculating compliance
with the maximum leverage ratio (the “EBITDA
true-up”));
or (v) execute a debt reduction plan. If the aforementioned
measures are not sufficient to fund the Company’s revised
development plan and maintain compliance with its financial
covenants, the Company may also need to execute some, or a
combination, of the following measures: (i) further
decrease the rate of spending on its global development
projects; (ii) obtain additional financing at the parent
company or Macau level, the proceeds of which could be used to
reduce or repay debt in Las Vegas
and/or
Macau; (iii) successfully complete the sale of certain
non-core assets (e.g. the malls at The Venetian Macao and Four
Seasons Macao or shares related to the Four Seasons Apartments),
a portion of the proceeds of which would be used to repay debt
in Macau; (iv) elect to delay payment of dividends on its
preferred stock; or (v) seek a waiver or amendment under
the U.S. credit facility; however, there can be no
assurance that the Company will be able to obtain such waiver or
amendment. Management believes that successful execution of some
combination of the above measures will be sufficient for the
Company to fund its commitments and maintain compliance with its
financial covenants.
The Company is currently seeking an amendment to its Macau
credit facility to, among other things, obtain the necessary
approvals to allow for a potential sale of a minority interest
in certain of the Company’s Macau assets and modify certain
financial covenants and definitions, as noted above. Management
expects to complete the amendment process prior to
September 30, 2009; however, there can be no assurance that
the Company will be able to obtain terms favorable to the
Company or at all.
Recent
Accounting Pronouncements
In September 2006, the Financial Accounting Standards Board
(“FASB”) issued Statement of Financial Accounting
Standards (“SFAS”) No. 157, “Fair Value
Measurements,” which defines fair value, establishes a
framework for measuring fair value and expands disclosures about
fair value measurements. SFAS No. 157 applies under
other accounting pronouncements that require or permit fair
value measurement; however, it does not require any new fair
value measurements. The provisions of SFAS No. 157 are
effective for financial statements issued for fiscal years
beginning after November 15, 2007, and interim periods
within those fiscal years. In January 2008, the FASB deferred
the effective date for one year for certain non-financial assets
and non-financial liabilities, except those that are recognized
or disclosed at fair value in the financial statements on a
recurring basis (at least annually). The adoption of
SFAS No. 157 did not have a material effect on the
Company’s financial condition, results of operations or
cash flows. See “— Note 7 — Fair
Value Measurements” for disclosures required by this
standard.
In December 2007, the FASB issued SFAS No. 141R,
“Business Combinations,” which requires an acquirer to
recognize the identifiable assets acquired, the liabilities
assumed, any noncontrolling interest in the acquiree at the
acquisition date, to be measured at their fair values as of that
date, with limited exceptions specified in the statement.
SFAS No. 141R applies prospectively to business
combinations for which the acquisition date is on or after the
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LAS VEGAS
SANDS CORP. AND SUBSIDIARIES
NOTES TO
CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS — (Continued)
beginning of an entity’s fiscal year that begins after
December 15, 2008. The adoption of SFAS No. 141R
did not have a material effect on the Company’s financial
condition, results of operations or cash flows.
In December 2007, the FASB issued SFAS No. 160,
“Noncontrolling Interests in Consolidated Financial
Statements — An Amendment of ARB No. 51,”
which establishes accounting and reporting standards for the
noncontrolling interest in a subsidiary and for the
deconsolidation of a subsidiary. Specifically, this statement
requires the recognition of a noncontrolling interest
(previously referred to as minority interest) as equity in the
consolidated financial statements and separate from the
parent’s equity. The amount of net income attributable to
the noncontrolling interest is included in consolidated net
income on the face of the income statement.
SFAS No. 160 clarifies that changes in a parent’s
ownership interest in a subsidiary that do not result in
deconsolidation are equity transactions if the parent retains
its controlling financial interest. In addition, this statement
requires that a parent recognize a gain or loss in net income
when a subsidiary is deconsolidated and requires expanded
disclosures regarding the interests of the parent and the
interests of the noncontrolling owners. SFAS No. 160
is effective for fiscal years, and interim periods within those
fiscal years, beginning on or after December 15, 2008. As
required by this standard, the prior period noncontrolling
interest amounts have been reclassified to conform to the
current period presentation; however, such amounts have not
changed.
In March 2008, the FASB issued SFAS No. 161,
“Disclosures about Derivative Instruments and Hedging
Activities,” which requires enhanced disclosures about an
entity’s derivative and hedging activities, thereby
improving the transparency of financial reporting. The objective
of the guidance is to provide users of financial statements
with: an enhanced understanding of how and why an entity uses
derivative instruments; how derivative instruments and related
hedged items are accounted for; and how derivative instruments
and related hedged items affect an entity’s financial
position, financial performance and cash flows.
SFAS No. 161 also requires several additional
quantitative disclosures in the financial statements.
SFAS No. 161 is effective for fiscal years beginning
after November 15, 2008. The adoption of
SFAS No. 161 did not have a material effect on the
Company’s financial condition, results of operations or
cash flows.
In April 2008, the FASB issued Staff Position (“FSP”)
No. FAS 142-3,
“Determination of the Useful Life of Intangible
Assets,” which amends the factors that should be considered
in developing renewal or extension assumptions used to determine
the useful life of a recognized intangible asset under
SFAS No. 142, “Goodwill and Other Intangible
Assets.” The intent of this FSP is to improve the
consistency between the useful life of a recognized intangible
asset under SFAS No. 142 and the period of expected
cash flows used to measure the fair value of the asset under
SFAS No. 141R. FSP
No. 142-3
is effective for fiscal years, and interim periods within those
fiscal years, beginning on or after December 15, 2008. The
adoption of FSP
No. 142-3
did not have an effect on the Company’s financial
condition, results of operations or cash flows.
In April 2009, the FASB issued FSP
No. FAS 107-1
and APB
28-1,
“Interim Disclosures about Fair Value of Financial
Instruments,” which requires quarterly disclosures of the
fair value of all financial instruments that are not reflected
at fair value in the financial statements, as well as additional
disclosures about the method(s) and significant assumptions used
to estimate the fair value. Prior to the issuance of this FSP,
such disclosures, including quantitative and qualitative
information about fair value estimates, were only required on an
annual basis. FSP
No. FAS 107-1
and APB 28-1
is effective for interim reporting periods ending after
June 15, 2009. The adoption of FSP
No. FAS 107-1
and APB 28-1
did not have a material effect on the Company’s
disclosures. See “— Note 3 —
Long-Term Debt” for disclosures required by this FSP.
In May 2009, the FASB issued SFAS No. 165,
“Subsequent Events,” which establishes general
standards of accounting for and disclosure of events that occur
after the balance sheet date but before financial statements are
issued or are available to be issued. SFAS No. 165 is
effective for interim reporting periods ending after
June 15, 2009. The adoption of SFAS No. 165 did
not have a material effect on the Company’s financial
condition, result of operations or cash flows. See
“— Overview” for disclosures required by
this standard.
13
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LAS VEGAS
SANDS CORP. AND SUBSIDIARIES
NOTES TO
CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS — (Continued)
In June 2009, the FASB issued SFAS No. 167,
“Amendments to FASB Interpretation No. 46(R),”
which changes the approach to determining the primary
beneficiary of a variable interest entity (“VIE”) and
requires companies to more frequently assess whether they must
consolidate VIEs. SFAS 167 is effective for annual periods
beginning after November 15, 2009. The Company does not
expect the adoption of SFAS No. 167 will have a
material effect on the Company’s financial condition,
results of operations or cash flows.
| NOTE 2 — | PROPERTY AND EQUIPMENT, NET |
Property and equipment consists of the following (in thousands):
|
June 30, |
December 31, |
|||||||
| 2009 | 2008 | |||||||
|
Land and improvements
|
$ | 344,206 | $ | 341,927 | ||||
|
Building and improvements
|
6,657,822 | 6,309,494 | ||||||
|
Furniture, fixtures, equipment and leasehold improvements
|
1,670,957 | 1,547,261 | ||||||
|
Transportation
|
363,414 | 322,194 | ||||||
|
Construction in progress
|
4,843,114 | 4,438,216 | ||||||
| 13,879,513 | 12,959,092 | |||||||
|
Less — accumulated depreciation and amortization
|
(1,371,744 | ) | (1,090,864 | ) | ||||
| $ | 12,507,769 | $ | 11,868,228 | |||||
Construction in progress consists of the following (in
thousands):
|
June 30, |
December 31, |
|||||||
| 2009 | 2008 | |||||||
|
Marina Bay Sands
|
$ | 2,089,016 | $ | 1,422,795 | ||||
|
Other Macau Development Projects (principally Cotai Strip
parcels 5 and 6)
|
1,950,632 | 1,917,547 | ||||||
|
Four Seasons Macao
|
318,963 | 255,373 | ||||||
|
The Palazzo and The Shoppes at The Palazzo
|
168,076 | 166,450 | ||||||
|
Sands Bethlehem
|
106,288 | 413,563 | ||||||
|
Other
|
210,139 | 262,488 | ||||||
| $ | 4,843,114 | $ | 4,438,216 | |||||
As of June 30, 2009, the Company has received proceeds of
$295.4 million from the sale of The Shoppes at The Palazzo;
however, the final purchase price will be determined in
accordance with the agreement (the “Agreement”)
between Venetian Casino Resort, LLC (“VCR”) and GGP
based on net operating income (“NOI”) of The Shoppes
at The Palazzo calculated 30 months after the closing date
of the sale, as defined under the Agreement and subject to
certain later audit adjustments. In April 2009, GGP and its
subsidiary that owns The Shoppes at The Palazzo filed voluntary
petitions under Chapter 11 of the U.S. Bankruptcy Code
(the “Chapter 11 Cases”). Additionally, given the
economic and market conditions facing retailers on a national
and local level, tenants are facing economic challenges that
have effected, and may effect in the future, the calculation of
NOI. During the three months ended June 30, 2009, the
Company learned that one tenant filed a voluntary petition for
relief under Chapter 7 of the U.S. Bankruptcy Code and
another tenant has delayed its construction plans, creating a
question as to whether the rent of the latter tenant will be
included in the NOI calculation. As these tenants leased
significant space in The Shoppes at The Palazzo, management
adjusted its projection of the ultimate proceeds that the
Company will receive to an amount that is below the costs
incurred to construct and develop The Shoppes at The Palazzo.
Based upon current estimates of NOI and capitalization rates,
the Company has recognized an impairment loss of
$94.0 million during the three months ended June 30,
2009. Approximately $294.6 million of property and
equipment (including $149.1 million of construction in
14
Table of Contents
LAS VEGAS
SANDS CORP. AND SUBSIDIARIES
NOTES TO
CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS — (Continued)
progress and net of $14.5 million of accumulated
depreciation), which was sold to GGP, is included in the
condensed consolidated balance sheet as of June 30, 2009.
The Company will continue to review the Chapter 11 Cases
and the projected financial performance of the tenants to be
included in the NOI calculation, and will adjust the estimates
of NOI and capitalization rates as additional information is
received. The Company may be required to record further
impairment charges in the future depending on changes in the
projections.
The $210.1 million in other construction in progress
consists primarily of the construction of the St. Regis
Residences and other projects in Las Vegas and at The Venetian
Macao. During the three months ended June 30, 2009, the
Company recognized an impairment loss of $57.2 million on
capitalized costs, which were included in other construction in
progress, related to a planned expansion of the Sands Expo
Center for which the Company recently decided to suspend such
project indefinitely.
The cost of property and equipment that the Company is leasing
to tenants as part of its Macau mall operations as of
June 30, 2009, was $382.8 million with accumulated
depreciation of $36.0 million.
During the three and six months ended June 30, 2009, and
the three and six months ended June 30, 2008, the Company
capitalized interest expense of $14.1 million,
$28.2 million, $31.6 million and $62.2 million,
respectively.
As described in “— Note 1 —
Organization and Business of Company — Development
Projects,” the Company revised its development plan to
suspend portions of its development projects given the
conditions in the capital markets and the global economy and
their impact on the Company’s ongoing operations. If
circumstances change, the Company may be required to record
impairment charges related to these developments in the future.
| NOTE 3 — | LONG-TERM DEBT |
Long-term debt consists of the following (in thousands):
|
June 30, |
December 31, |
|||||||
| 2009 | 2008 | |||||||
|
Corporate and U.S. Related:
|
||||||||
|
Senior Secured Credit Facility — Term B
|
$ | 2,940,000 | $ | 2,955,000 | ||||
|
Senior Secured Credit Facility — Delayed Draw I
|
594,000 | 597,000 | ||||||
|
Senior Secured Credit Facility — Delayed Draw II
|
398,000 | 400,000 | ||||||
|
Senior Secured Credit Facility — Revolving
|
775,860 | 775,860 | ||||||
|
6.375% Senior Notes
|
248,722 | 248,608 | ||||||
|
FF&E Facility
|
125,250 | 141,950 | ||||||
|
Airplane Financings
|
83,953 | 85,797 | ||||||
|
Other
|
5,233 | 5,765 | ||||||
|
Macau Related:
|
||||||||
|
Macau Credit Facility — Term B
|
1,795,500 | 1,800,000 | ||||||
|
Macau Credit Facility — Term B Delayed
|
698,250 | 700,000 | ||||||
|
Macau Credit Facility — Revolving
|
570,299 | 695,299 | ||||||
|
Macau Credit Facility — Local Term
|
94,308 | 100,589 | ||||||
|
Ferry Financing
|
228,466 | 218,564 | ||||||
|
Other
|
11,023 | 11,054 | ||||||
|
Singapore Related:
|
||||||||
|
Singapore Permanent Facility — A and B
|
2,208,540 | 1,735,252 | ||||||
| 10,777,404 | 10,470,738 | |||||||
|
Less — current maturities
|
(141,144 | ) | (114,623 | ) | ||||
|
Total long-term debt
|
$ | 10,636,260 | $ | 10,356,115 | ||||
15
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LAS VEGAS
SANDS CORP. AND SUBSIDIARIES
NOTES TO
CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS — (Continued)
Corporate
and U.S. Related Debt
Senior
Secured Credit Facility
As of June 30, 2009, the Company had $104.3 million of
available borrowing capacity under the U.S. credit
facility, net of outstanding letters of credit and undrawn
amounts committed to be funded by Lehman Brothers Commercial
Paper Inc.
On April 15, 2009, the Company amended its U.S. credit
facility to allow the Company to repurchase up to
$800.0 million in aggregate stated principal amount of term
loans (which include the term B and delayed draws I and
II) on or prior to September 30, 2010. The amendment
provides that any term loans purchased by the Company shall be
immediately forgiven and cancelled.
Macau
Related Debt
Macau
Credit Facility
As of June 30, 2009, the Company had $123.1 million of
available borrowing capacity under the Macau credit facility,
net of undrawn amounts committed to be funded by Lehman Brothers
Commercial Paper Inc.
As noted above, the Company is currently seeking an amendment to
its Macau credit facility to, among other things, obtain the
necessary approvals to allow for a potential sale of a minority
interest in certain of the Company’s Macau assets and
modify certain financial covenants and definitions, including
increasing the maximum leverage ratio for the quarterly periods
through the end of 2010.
Singapore
Related Debt
Singapore
Permanent Facilities
As of June 30, 2009, the Company had SGD 1.90 billion
(approximately $1.30 billion at exchange rates in effect on
June 30, 2009) of available borrowing capacity under
the Singapore permanent facilities, net of outstanding
banker’s guarantees and undrawn amounts committed to be
funded by Lehman Brothers Finance Asia Pte. Ltd.
Cash
Flows from Financing Activities
Cash flows from financing activities related to long-term debt
are as follows (in thousands):
|
Six Months Ended |
||||||||
| June 30, | ||||||||
| 2009 | 2008 | |||||||
|
Proceeds from Singapore Permanent Facilities
|
$ | 494,492 | $ | 1,417,936 | ||||
|
Proceeds from Senior Secured Credit Facility
|
— | 1,050,000 | ||||||
|
Proceeds from Macau Credit Facility
|
— | 201,800 | ||||||
|
Proceeds from Ferry Financing
|
9,887 | 154,971 | ||||||
|
Proceeds from FF&E Facility and Other Long-Term Debt
|
— | 131,196 | ||||||
| $ | 504,379 | $ | 2,955,903 | |||||
|
Repayments on Macau Credit Facility
|
$ | (137,537 | ) | $ | — | |||
|
Repayments on Senior Secured Credit Facility
|
(20,000 | ) | (315,000 | ) | ||||
|
Repayments on Singapore Permanent Facilities
|
(17,992 | ) | — | |||||
|
Repayments on Singapore Bridge Facility
|
— | (1,356,807 | ) | |||||
|
Repayments on FF&E Facility and Other Long-Term Debt
|
(17,263 | ) | (15,488 | ) | ||||
|
Repayments on Airplane Financings
|
(1,844 | ) | (1,844 | ) | ||||
| $ | (194,636 | ) | $ | (1,689,139 | ) | |||
16
Table of Contents
LAS VEGAS
SANDS CORP. AND SUBSIDIARIES
NOTES TO
CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS — (Continued)
Fair
Value of Long-Term Debt
The estimated fair value of the Company’s long-term debt at
June 30, 2009, was approximately $8.74 billion,
compared to its carrying value of $10.78 billion. At
December 31, 2008, the estimated fair value of the
Company’s long-term debt was approximately
$6.31 billion, compared to its carrying value of
$10.47 billion. The estimated fair value of the
Company’s long-term debt is based on quoted market prices,
if available, or by pricing models based on the value of related
cash flows discounted at current market interest rates.
| NOTE 4 — | EQUITY AND LOSS PER SHARE |
Preferred
Stock and Warrants
Preferred stock dividend activity for 2009 is as follows (in
thousands):
|
Preferred Stock |
||||||||||||||
|
Dividends Paid to |
Preferred Stock |
|||||||||||||
|
Board of Directors’ |
Principal |
Dividends Paid to |
Total Preferred Stock |
|||||||||||
|
Declaration Date
|
Payment Date | Stockholder’s Family | Public Holders | Dividends Paid | ||||||||||
|
February 5, 2009
|
February 17, 2009 | $ | 13,125 | $ | 11,347 | $ | 24,472 | |||||||
|
April 30, 2009
|
May 15, 2009 | 13,125 | 10,400 | 23,525 | ||||||||||
| $ | 47,997 | |||||||||||||
|
July 31, 2009
|
August 17, 2009 | $ | 13,125 | $ | 10,225 | $ | 23,350 | |||||||
During the six months ended June 30, 2009, holders of the
preferred stock exercised 1,106,301 warrants to purchase an
aggregate of 18,438,384 shares of the Company’s common
stock at $6.00 per share and tendered 1,106,301 shares of
preferred stock as settlement of the warrant exercise price.
Subsequent to June 30, and through August 7, 2009, the
date the condensed consolidated financial statements were
issued, no additional warrants were exercised.
During the three months ended March 31, 2009, the Company
incorrectly included $6.8 million of preferred stock
dividends in its computation of net loss attributable to common
stockholders, which overstated the Company’s basic and
diluted loss per share by $0.02, but had no effect on total
assets, liabilities, stockholders’ equity, net loss or cash
flows. These dividends had been included previously in the
determination of diluted loss per share for the year ended
December 31, 2008. Because the amount involved is not
material to the Company’s financial statements, the Company
will correct the amounts for the three months ended
March 31, 2009, when it discloses the amounts as a
comparable period in future filings.
Treasury
Stock
During the six months ended June 30, 2009, the Company paid
approximately $13,000 in personal payroll taxes on behalf of one
of its executive officers related to certain vested restricted
stock and in return, the Company received 2,253 shares of
its common stock as settlement for the liability.
Accumulated
Other Comprehensive Income and Comprehensive Income
(Loss)
At June 30, 2009 and December 31, 2008, the
accumulated other comprehensive income balance, included in
equity, consisted solely of foreign currency translation
adjustments. Comprehensive income (loss) includes net loss and
all other non-stockholder changes in equity. For the three and
six months ended June 30, 2009, comprehensive loss amounted
to $160.0 million and $216.9 million, respectively, of
which $157.7 million and $213.3 million, respectively,
was attributable to Las Vegas Sands Corp. For the three and six
months ended June 30, 2008, comprehensive income (loss)
amounted to ($2.3) million and $11.0 million,
respectively, of which ($6.5) million and
$6.8 million, respectively was attributable to Las Vegas
Sands Corp.
17
Table of Contents
LAS VEGAS
SANDS CORP. AND SUBSIDIARIES
NOTES TO
CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS — (Continued)
Other
Equity Transactions
The Company’s Principal Stockholder provides an airplane to
an executive of the Company for his personal use as a condition
of his employment with the Company. The cost of providing this
airplane for the three and six months ended June 30, 2009,
was $0.2 million, which has been recorded as a non-cash
equity contribution to the Company and is included in corporate
expense.
Loss
Per Share
The weighted average number of common and common equivalent
shares used in the calculation of basic and diluted loss per
share consisted of the following:
|
Three Months Ended |
Six Months Ended |
|||||||||||||||
| June 30, | June 30, | |||||||||||||||
| 2009 | 2008 | 2009 | 2008 | |||||||||||||
|
Weighted-average common shares outstanding (used in the
calculation of basic loss per share)
|
658,877,256 | 355,364,583 | 653,370,686 | 355,319,560 | ||||||||||||
|
Potential dilution from stock options, restricted stock and
warrants
|
— | — | — | — | ||||||||||||
|
Weighted-average common and common equivalent shares (used in
the calculation of diluted loss per share)
|
658,877,256 | 355,364,583 | 653,370,686 | 355,319,560 | ||||||||||||
|
Antidilutive stock options, restricted stock and warrants
excluded from the calculation of diluted loss per share
|
170,644,057 | 10,503,300 | 170,644,057 | 10,503,300 | ||||||||||||
| NOTE 5 — | INCOME TAXES |
The Company’s major tax jurisdictions are the U.S., Macau
and Singapore. In the U.S., the Company is under examination for
years after 2004. In Macau and Singapore, the Company is subject
to examination for years after 2003.
The Company received a five-year tax exemption in Macau that
exempts the Company from paying corporate income tax on profits
generated by gaming operations. The Company will continue to
benefit from this tax exemption through the end of 2013.
Effective January 1, 2007, the Company adopted the
provisions of FASB Interpretation No. 48, “Accounting
for Uncertainty in Income Taxes — an interpretation of
FASB Statement No. 109.” As of June 30, 2009, the
balance of unrecognized tax benefits was $53.5 million, an
increase of $21.2 million as compared to $32.3 million
as of December 31, 2008. Of the increase, unrecognized tax
benefits of $16.7 million were for tax positions taken in
prior periods of which $5.6 million would affect the
effective tax rate, if recognized. The Company does not expect a
significant increase or decrease in unrecognized tax benefits
over the next twelve months.
18
Table of Contents
LAS VEGAS
SANDS CORP. AND SUBSIDIARIES
NOTES TO
CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS — (Continued)
| NOTE 6 — | STOCK-BASED EMPLOYEE COMPENSATION |
Stock-based compensation activity is as follows (in thousands,
except weighted average grant date fair values):
|
Three Months Ended |
Six Months Ended |
|||||||||||||||
| June 30, | June 30, | |||||||||||||||
| 2009 | 2008 | 2009 | 2008 | |||||||||||||
|
Compensation expense:
|
||||||||||||||||
|
Stock options
|
$ | 8,973 | $ | 13,275 | $ | 20,070 | $ | 22,413 | ||||||||
|
Restricted shares
|
336 | 737 | 835 | 1,420 | ||||||||||||
| $ | 9,309 | $ | 14,012 | $ | 20,905 | $ | 23,833 | |||||||||
|
Compensation cost capitalized as part of property and equipment
|
$ | 996 | $ | 1,525 | $ | 1,623 | $ | 2,571 | ||||||||
|
Stock options granted
|
1,449 | 2,382 | 7,048 | 4,155 | ||||||||||||
|
Weighted average grant date fair value
|
$ | 5.16 | $ | 28.88 | $ | 2.44 | $ | 30.61 | ||||||||
|
Restricted shares granted
|
37 | 6 | 66 | 27 | ||||||||||||
|
Weighted average grant date fair value
|
$ | 9.49 | $ | 64.18 | $ | 7.38 | $ | 71.67 | ||||||||
The fair value of each option grant was estimated on the grant
date using the Black-Scholes option-pricing model with the
following weighted average assumptions:
|
Three Months Ended |
Six Months Ended |
|||||||||||||||
| June 30, | June 30, | |||||||||||||||
| 2009 | 2008 | 2009 | 2008 | |||||||||||||
|
Weighted average volatility
|
77.45 | % | 35.85 | % | 74.75 | % | 35.85 | % | ||||||||
|
Expected term (in years)
|
6.3 | 6.5 | 5.0 | 6.3 | ||||||||||||
|
Risk-free rate
|
2.65 | % | 2.96 | % | 2.65 | % | 2.96 | % | ||||||||
|
Expected dividends
|
— | — | — | — | ||||||||||||
| NOTE 7 — | FAIR VALUE MEASUREMENTS |
Under SFAS No. 157, fair value is defined as the exit
price, or the amount that would be received to sell an asset or
paid to transfer a liability in an orderly transaction between
market participants as of the measurement date.
SFAS No. 157 also establishes a valuation hierarchy
for inputs in measuring fair value that maximizes the use of
observable inputs (inputs market participants would use based on
market data obtained from sources independent of the Company)
and minimizes the use of unobservable inputs (inputs that
reflect the Company’s assumptions based upon the best
information available in the circumstances) by requiring that
the most observable inputs be used when available. Level 1
inputs are quoted prices (unadjusted) in active markets for
identical assets or liabilities. Level 2 inputs are quoted
prices for similar assets or liabilities in active markets,
quoted prices for identical or similar assets or liabilities in
markets that are not active, and inputs (other than quoted
prices) that are observable for the assets or liabilities,
either directly or indirectly. Level 3 inputs are
unobservable inputs for the assets or liabilities.
Categorization within the hierarchy is based upon the lowest
level of input that is significant to the fair value measurement.
19
Table of Contents
LAS VEGAS
SANDS CORP. AND SUBSIDIARIES
NOTES TO
CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS — (Continued)
The following table provides the assets carried at fair value
measured on a recurring basis (in thousands):
|
Total Carrying |
Fair Value Measurements at June 30, 2009 Using: | |||||||||||||||
|
Value at |
Quoted Market |
Significant Other |
Significant |
|||||||||||||
|
June 30, |
Prices in Active |
Observable Inputs |
Unobservable Inputs |
|||||||||||||
| 2009 | Markets (Level 1) | (Level 2) | (Level 3) | |||||||||||||
|
Cash equivalents(1)
|
$ | 2,109,182 | $ | 2,109,182 | $ | — | $ | — | ||||||||
|
Interest rate caps(2)
|
$ | 1,695 | $ | — | $ | 1,695 | $ | — | ||||||||
| (1) | The Company has short-term investments classified as cash equivalents as the original maturities are less than 90 days. | |
| (2) | The Company has 17 interest rate cap agreements with an aggregate fair value of approximately $1.7 million, based on quoted market values from the institutions holding the agreements as of June 30, 2009. |
| NOTE 8 — | COMMITMENTS AND CONTINGENCIES |
Litigation
Matters
The Company is involved in other litigation in addition to those
noted below, arising in the normal course of business.
Management has made certain estimates for potential litigation
costs based upon consultation with legal counsel. Actual results
could differ from these estimates; however, in the opinion of
management, such litigation and claims will not have a material
effect on the Company’s financial condition, results of
operations or cash flows.
The
Palazzo Construction Litigation
Lido Casino Resort, LLC (“Lido”), formerly a
wholly-owned subsidiary of the Company and now merged into VCR,
and its construction manager, Taylor International Corp.
(“Taylor”), on one side, and Malcolm Drilling Company,
Inc. (“Malcolm”), the contractor on The Palazzo
project responsible for completing certain foundation work,
filed claims against each other in an action filed in 2006 in
Clark County District Court. On April 24, 2009, the Company
reached a settlement of this matter with Malcolm for
approximately $10.6 million, which was paid in May 2009. Of
the $10.6 million, $9.9 million has been capitalized
as building-related construction costs and $0.7 million has
been recorded as interest expense as of and for the six months
ended June 30, 2009. The Company does not expect to incur
any further charges in connection with this matter.
Litigation
Relating to Macau Operations
On October 15, 2004, Richard Suen and Round Square Company
Limited filed an action against LVSC, Las Vegas Sands, Inc.
(“LVSI”), Sheldon G. Adelson and William P. Weidner in
the District Court of Clark County, Nevada, asserting a breach
of an alleged agreement to pay a success fee of
$5.0 million and 2.0% of the net profit from the
Company’s Macau resort operations to the plaintiffs as well
as other related claims. In March 2005, LVSC was dismissed as a
party without prejudice based on a stipulation to do so between
the parties. Pursuant to an order filed March 16, 2006,
plaintiffs’ fraud claims set forth in the first amended
complaint were dismissed with prejudice as against all
defendants. The order also dismissed with prejudice the first
amended complaint against defendants Sheldon G. Adelson and
William P. Weidner. On May 24, 2008, the jury returned a
verdict for the plaintiffs in the amount of $43.8 million.
On June 30, 2008, a judgment was entered in this matter in
the amount of $58.6 million (including pre-judgment
interest). The Company has begun the appeals process, including
its filings on July 15, 2008, with the trial court of a
motion for judgment as a matter of law or in the alternative, a
new trial and a motion to strike, alter
and/or amend
the judgment. The grounds for these motions include
(i) insufficient evidence that Richard Suen conferred a
benefit on LVSI, (ii) the improper admission of testimony,
(iii) the court’s refusal to give jury instructions
that the law presumes that government officials have performed
their duties regularly, and that the law has been obeyed, and
(iv) jury instructions that improperly permitted the
plaintiff to recover for the services of others. These motions
were heard by the trial court on December 8, 2008, and were
denied. The Company intends to continue to vigorously pursue
available appeals up to the Nevada Supreme Court. The Company
believes that it has
20
Table of Contents
LAS VEGAS
SANDS CORP. AND SUBSIDIARIES
NOTES TO
CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS — (Continued)
valid bases in law and fact to overturn or appeal the verdict.
As a result, the Company believes that the likelihood that the
amount of the judgment will be affirmed is not probable, and,
accordingly, that the amount of any loss cannot be reasonably
estimated at this time. Because the Company believes that this
potential loss is not probable or estimable, it has not recorded
any reserves or contingencies related to this legal matter. In
the event that the Company’s assumptions used to evaluate
this matter as neither probable nor estimable change in future
periods, it will be required to record a liability for an
adverse outcome.
On January 26, 2006, Clive Basset Jones, Darryl Steven
Turok (a/k/a Dax Turok) and Cheong Jose Vai Chi
(a/k/a Cliff
Cheong), filed an action against LVSC, LVSLLC, Venetian Venture
Development, LLC (“Venetian Venture Development”) and
various unspecified individuals and companies in the District
Court of Clark County, Nevada. The plaintiffs assert breach of
an agreement to pay a success fee in an amount equal to 5% of
the ownership interest in the entity that owns and operates the
Macau gaming subconcession as well as other related claims. On
June 3, 2009, the Company reached a settlement of this
matter for $42.5 million, of which $12.5 million has
been paid and the remaining $30.0 million is due in March
2010. The charge has been recorded in corporate expense during
the three months ended June 30, 2009. The Company does not
expect to incur any further charges in connection with this
matter.
On February 5, 2007, Asian American Entertainment
Corporation, Limited (“AAEC”) filed an action against
LVSI, VCR, Venetian Venture Development, William P. Weidner and
David Friedman in the United States District Court for the
District of Nevada (the “District Court”). The
plaintiffs assert (i) breach of contract by LVSI, VCR and
Venetian Venture Development of an agreement under which AAEC
would work to obtain a gaming license in Macau and, if
successful, AAEC would jointly operate a casino, hotel and
related facilities in Macau with Venetian Venture Development
and Venetian Venture Development would receive fees and a
minority equity interest in the venture and (ii) breach of
fiduciary duties by all of the defendants. The plaintiffs have
requested an unspecified amount of actual, compensatory and
punitive damages, and disgorgement of profits related to the
Company’s Macau gaming license. The Company filed a motion
to dismiss on July 11, 2007. On August 1, 2007, the
District Court granted the defendants’ motion to dismiss
the complaint against all defendants without prejudice. The
plaintiffs appealed this decision and subsequently, the Ninth
Circuit Court of Appeals (the “Circuit Court”) decided
that AAEC was not barred from asserting claims that the written
agreement was breached prior to its expiration on
January 15, 2002. The Circuit Court remanded the case back
to the District Court for further proceedings on this issue. It
is difficult to discern any claim during that period from the
face of their complaint; however, management believes that the
plaintiff’s case against the Company is without merit. The
Company intends to defend this matter vigorously.
On January 2, 2008, Hong Kong ferry operator Norte Oeste
Expresso Ltd. (“Northwest Express”) filed an action
against the Chief Executive of the Macau Special Administrative
Region of the People’s Republic of China, with the
Company’s indirect wholly-owned subsidiary, Cotai Waterjets
(Macau) Limited (“Cotai Waterjets”), as an interested
party, challenging the award of a ferry concession to Cotai
Waterjets to operate a ferry service between Hong Kong and
Macau. The basis of the legal challenge is that under Macau law,
all concessions related to the provision of a public service
must be awarded through a public tender process. On
February 19, 2009, the Court of Second Instance in Macau
held that it was unlawful for the Macau government to have
granted the ferry concession to Cotai Waterjets without engaging
in a public tender process, and that the ferry concession award
to Cotai Waterjets was void. The Company relied on the advice of
counsel in obtaining the ferry concession and believes that it
has complied with all applicable laws, procedures and Macau
practice. The Company believes that all concessions to operate
ferries to and from Macau were awarded in the same fashion as
the concession awarded to Cotai Waterjets. The Company and the
Macau government have appealed the decision to the Court of
Final Appeal in Macau. The Company will cooperate with the Macau
government during the appeal period to resolve this matter. The
Company expects to continue to operate its ferry service until a
decision on the appeal is rendered or the matter is otherwise
resolved. If the decision is upheld by the Court of Final
Appeal, the Cotai Waterjets ferry concession may be void, absent
other action by the Macau government. If the Company is unable
to continue to operate its ferry service, it will need to
develop alternative means of transporting visitors to its Cotai
Strip properties. If the Company
21
Table of Contents
LAS VEGAS
SANDS CORP. AND SUBSIDIARIES
NOTES TO
CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS — (Continued)
is unable to do so, a resulting significant loss of visitors to
its Cotai Strip properties and any potential impairment charges
could have a material adverse effect on the Company’s
financial condition, results of operations or cash flows.
Stockholder
Derivative Litigation
On November 26, 2008, January 16, 2009 and
February 6, 2009, various plaintiffs filed shareholder
derivative actions on behalf of the Company in the District
Court of Clark County, Nevada, against Sheldon G. Adelson, Irwin
Chafetz, Charles D. Forman, George P. Koo, Michael A. Leven,
James L. Purcell, Irwin A. Siegel, William P. Weidner
and Andrew Heyer, all of whom were current or former members of
the Board of Directors at the time the suits were filed. The
complaints all alleged, among other things, breaches of
fiduciary duties in connection with (i) the Company’s
ongoing construction and development projects and (ii) the
Company’s securing debt and equity financing during 2008.
The parties in all three actions stipulated to the entry of an
order consolidating their cases into a single proceeding now
styled In re Las Vegas Sands Corp. Derivative Litigation. A
consolidated amended complaint was filed on March 20, 2009,
against the same defendants noted above. The substantive
allegations of such complaint are similar to those of the
original complaints. A motion to dismiss the consolidated
amended complaint was filed on April 17, 2009. This motion,
and any responses and replies thereto that may be filed, are
expected to be argued on August 27, 2009. As the Company is
only a nominal defendant in this litigation, management believes
the likelihood of a material loss, if any, to the Company is
remote.
China
Matters
The State Administration of Foreign Exchange in China
(“SAFE”) regulates foreign currency exchange
transactions and other business dealings in China. SAFE has made
inquiries and requested and obtained documents relating to
certain payments made by the Company’s wholly foreign-owned
enterprises (“WFOEs”) to counterparties and other
vendors in China. These WFOEs were established to conduct
non-gaming marketing activities in China and to create goodwill
in China and Macau for the Company’s operations in Macau.
The Company is fully cooperating with these pending inquiries.
The Company does not believe that the resolution of these
pending inquiries will have a material adverse effect on its
financial condition, results of operations or cash flows.
Singapore
Development Project
The Company entered into the Development Agreement with the STB,
which requires the Company to construct and operate the Marina
Bay Sands in accordance with the Company’s originally
submitted proposal for the integrated resort and in accordance
with the agreement. The Company is continuing to finalize
various design aspects of the integrated resort and is in the
process of finalizing its cost estimates for the project. The
Company entered into the SGD 5.44 billion (approximately
$3.74 billion at exchange rates in effect on June 30,
2009) Singapore permanent facility agreement to fund a
significant portion of the construction, operating and other
development costs of the Marina Bay Sands.
Other
Agreements
The Company has entered into agreements with Starwood and
Shangri-La to manage hotels and serviced luxury apartment
hotel units on the Company’s Cotai Strip parcels 5 and 6,
and for Starwood to brand the Company’s Las Vegas
condominium project (the St. Regis Residences) in connection
with the sales and marketing of these condominium units. Due to
the suspension of the Company’s projects in Macau and Las
Vegas, the Company is negotiating amendments to its agreements
with Starwood, which it expects to be finalized in 2009. If
negotiations are unsuccessful or if the Company does not obtain
a similar amendment to its agreement with
Shangri-La,
certain past and/or anticipated delays may permit these hotel
management companies to terminate their agreements with the
Company, which would result in the Company having to find new
managers and brands for the above-described projects. Such
measures could have a material adverse effect on the
Company’s financial
22
Table of Contents
LAS VEGAS
SANDS CORP. AND SUBSIDIARIES
NOTES TO
CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS — (Continued)
condition, results of operations and cash flows, including
requiring the Company to write-off its $20.0 million
investment related to the St. Regis Residences.
| NOTE 9 — | SEGMENT INFORMATION |
The Company’s principal operating and developmental
activities occur in three geographic areas: United States, Macau
and Singapore. The Company reviews the results of operations for
each of its key operating segments: The Venetian Las Vegas,
which includes the Sands Expo Center; The Palazzo; Sands
Bethlehem; Sands Macao; The Venetian Macao; Four Seasons Macao;
and Other Asia (comprised primarily of the Company’s ferry
operations). The Company also reviews construction and
development activities for each of its primary projects: The
Venetian Las Vegas; The Palazzo; Sands Bethlehem; Sands Macao;
The Venetian Macao; Four Seasons Macao; Other Asia (comprised of
the ferry operations and various other operations that are
ancillary to the Company’s properties in Macau); Marina Bay
Sands in Singapore; Other Development Projects (on Cotai Strip
parcels 3, 5, 6, 7 and 8); and Corporate and Other (comprised
primarily of airplanes and the St. Regis Residences). The
Venetian Las Vegas and The Palazzo operating segments are
managed as a single integrated resort and have been aggregated
as one reportable segment (the “Las Vegas Operating
Properties”), considering their similar economic
characteristics, types of customers, types of service and
products, the regulatory business environment of the operations
within each segment and the Company’s organizational and
management reporting structure. The information as of
December 31, 2008, and for the six months ended
June 30, 2008, has been reclassified to conform to the
current presentation. The Company’s segment information is
as follows as of June 30, 2009 and December 31, 2008,
and for the three and six months ended June 30, 2009 and
2008 (in thousands):
|
Three Months Ended |
Six Months Ended |
|||||||||||||||
| June 30, | June 30, | |||||||||||||||
| 2009 | 2008 | 2009 | 2008 | |||||||||||||
|
Net Revenues
|
||||||||||||||||
|
United States:
|
||||||||||||||||
|
Las Vegas Operating Properties
|
$ | 291,002 | $ | 348,403 | $ | 608,506 | $ | 699,977 | ||||||||
|
Sands Bethlehem
|
32,711 | — | 32,711 | — | ||||||||||||
|
Macau:
|
||||||||||||||||
|
Sands Macao
|
234,198 | 268,249 | 458,610 | 536,499 | ||||||||||||
|
The Venetian Macao
|
443,213 | 493,673 | 926,866 | 949,414 | ||||||||||||
|
Four Seasons Macao
|
48,700 | — | 95,691 | — | ||||||||||||
|
Other Asia
|
8,876 | 1,789 | 15,378 | 5,247 | ||||||||||||
|
Total net revenues
|
$ | 1,058,700 | $ | 1,112,114 | $ | 2,137,762 | $ | 2,191,137 | ||||||||
23
Table of Contents
LAS VEGAS
SANDS CORP. AND SUBSIDIARIES
NOTES TO
CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS — (Continued)
|
Three Months Ended |
Six Months Ended |
|||||||||||||||
| June 30, | June 30, | |||||||||||||||
| 2009 | 2008 | 2009 | 2008 | |||||||||||||
|
Adjusted EBITDAR(1)
|
||||||||||||||||
|
United States:
|
||||||||||||||||
|
Las Vegas Operating Properties
|
$ | 78,110 | $ | 106,620 | $ | 167,884 | $ | 229,181 | ||||||||
|
Sands Bethlehem
|
2,837 | — | 2,837 | — | ||||||||||||
|
Macau:
|
||||||||||||||||
|
Sands Macao
|
61,049 | 54,074 | 111,407 | 119,692 | ||||||||||||
|
The Venetian Macao
|
109,974 | 140,155 | 231,460 | 250,490 | ||||||||||||
|
Four Seasons Macao
|
5,563 | — | 9,931 | — | ||||||||||||
|
Other Asia
|
(9,891 | ) | (12,976 | ) | (15,901 | ) | (23,238 | ) | ||||||||
|
Total adjusted EBITDAR
|
247,642 | 287,873 | 507,618 | 576,125 | ||||||||||||
|
Other Operating Expenses
|
||||||||||||||||
|
Stock-based compensation expense
|
(5,502 | ) | (9,351 | ) | (13,278 | ) | (15,421 | ) | ||||||||
|
Corporate expense
|
(64,307 | ) | (33,602 | ) | (87,731 | ) | (59,139 | ) | ||||||||
|
Rental expense
|
(7,877 | ) | (8,072 | ) | (15,806 | ) | (17,136 | ) | ||||||||
|
Pre-opening expense
|
(41,830 | ) | (38,103 | ) | (86,764 | ) | (64,693 | ) | ||||||||
|
Development expense
|
(10 | ) | (4,459 | ) | (264 | ) | (10,351 | ) | ||||||||
|
Depreciation and amortization
|
(143,633 | ) | (119,101 | ) | (282,882 | ) | (232,514 | ) | ||||||||
|
Impairment loss
|
(151,175 | ) | — | (151,175 | ) | — | ||||||||||
|
Loss on disposal of assets
|
(4,653 | ) | (1,903 | ) | (4,784 | ) | (7,024 | ) | ||||||||
|
Operating income (loss)
|
(171,345 | ) | 73,282 | (135,066 | ) | 169,847 | ||||||||||
|
Other Non-Operating Costs and Expenses
|
||||||||||||||||
|
Interest income
|
2,692 | 3,133 | 8,241 | 8,598 | ||||||||||||
|
Interest expense, net of amounts capitalized
|
(64,871 | ) | (88,474 | ) | (135,989 | ) | (203,174 | ) | ||||||||
|
Other income (expense)
|
773 | (3,684 | ) | (4,970 | ) | 4,415 | ||||||||||
|
Loss on early retirement of debt
|
— | (33 | ) | — | (4,022 | ) | ||||||||||
|
Income tax benefit
|
54,488 | 2,782 | 53,675 | 108 | ||||||||||||
|
Noncontrolling interest
|
2,323 | 4,198 | 3,563 | 4,198 | ||||||||||||
|
Net loss attributable to Las Vegas Sands Corp.
|
$ | (175,940 | ) | $ | (8,796 | ) | $ | (210,546 | ) | $ | (20,030 | ) | ||||
| (1) | Adjusted EBITDAR is net loss attributable to Las Vegas Sands Corp. before interest, income taxes, depreciation and amortization, pre-opening expense, development expense, other income (expense), loss on early retirement of debt, loss on disposal of assets, impairment loss, rental expense, corporate expense, stock-based compensation expense and noncontrolling interest. Adjusted EBITDAR is used by management as the primary measure of operating performance of the Company’s properties and to compare the operating performance of the Company’s properties with those of its competitors. |
24
Table of Contents
LAS VEGAS
SANDS CORP. AND SUBSIDIARIES
NOTES TO
CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS — (Continued)
|
Six Months Ended |
||||||||
| June 30, | ||||||||
| 2009 | 2008 | |||||||
|
Capital Expenditures
|
||||||||
|
Corporate and Other
|
$ | 28,331 | $ | 47,347 | ||||
|
United States:
|
||||||||
|
Las Vegas Operating Properties
|
54,693 | 392,316 | ||||||
|
Sands Bethlehem
|
174,188 | 100,360 | ||||||
|
Macau:
|
||||||||
|
Sands Macao
|
4,721 | 23,518 | ||||||
|
The Venetian Macao
|
12,512 | 68,699 | ||||||
|
Four Seasons Macao
|
128,081 | 343,445 | ||||||
|
Other Asia
|
16,445 | 43,798 | ||||||
|
Other Development Projects
|
56,076 | 490,444 | ||||||
|
Singapore
|
547,487 | 400,404 | ||||||
|
Total capital expenditures
|
$ | 1,022,534 | $ | 1,910,331 | ||||
|
June 30, |
December 31, |
|||||||
| 2009 | 2008 | |||||||
|
Total Assets
|
||||||||
|
Corporate and Other
|
$ | 491,834 | $ | 707,276 | ||||
|
United States:
|
||||||||
|
Las Vegas Operating Properties
|
6,130,757 | 6,562,124 | ||||||
|
Sands Bethlehem
|
710,016 | 475,256 | ||||||
|
Macau:
|
||||||||
|
Sands Macao
|
532,129 | 592,998 | ||||||
|
The Venetian Macao
|
2,918,411 | 3,060,279 | ||||||
|
Four Seasons Macao
|
1,060,266 | 973,892 | ||||||
|
Other Asia
|
347,576 | 347,359 | ||||||
|
Other Development Projects
|
2,099,288 | 2,015,386 | ||||||
|
Singapore
|
3,006,718 | 2,409,543 | ||||||
|
Total assets
|
$ | 17,296,995 | $ | 17,144,113 | ||||
| NOTE 10 — | CONDENSED CONSOLIDATING FINANCIAL INFORMATION |
LVSC is the obligor of the senior notes due 2015, issued on
February 10, 2005 (the “Senior Notes”). LVSLLC,
VCR, Mall Intermediate Holding Company, LLC, Venetian Venture
Development, Venetian Transport, LLC, Venetian Marketing, Inc.,
Lido Intermediate Holding Company, LLC and Lido Casino Resort
Holding Company, LLC (collectively, the “Original
Guarantors”), have jointly and severally guaranteed the
Senior Notes on a full and unconditional basis. Effective
May 23, 2007, in conjunction with entering into the Senior
Secured Credit Facility, LVSC, the Original Guarantors and the
trustee entered into a supplemental indenture related to the
Senior Notes, whereby the following subsidiaries were added as
full and unconditional guarantors on a joint and several basis:
Interface Group-Nevada, Inc., Palazzo Condo Tower, LLC, Sands
Pennsylvania, Inc., Phase II Mall Holding, LLC and
Phase II Mall Subsidiary, LLC (collectively with the
Original Guarantors, the “Guarantor Subsidiaries”). On
February 29, 2008, all of the capital stock of
Phase II Mall Subsidiary, LLC was sold to GGP and in
connection
25
Table of Contents
LAS VEGAS
SANDS CORP. AND SUBSIDIARIES
NOTES TO
CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS — (Continued)
therewith, it was released as a guarantor under the Senior
Notes. The sale is not complete from an accounting perspective
due to the Company’s continuing involvement in the
transaction related to the completion of construction on the
remainder of The Shoppes at The Palazzo, certain activities to
be performed on behalf of GGP and the uncertainty of the final
sales price. Certain of the assets, liabilities, operating
results and cash flows related to the ownership and operation of
the mall by Phase II Mall Subsidiary, LLC subsequent to the
sale will continue to be accounted for by the Guarantor
Subsidiaries until the final sales price has been determined,
and therefore are included in the “Guarantor
Subsidiaries” columns in the following condensed
consolidating financial information. As a result, net assets of
$50.5 million (consisting of $294.6 million of
property and equipment, offset by $244.1 million of
liabilities consisting primarily of deferred proceeds from the
sale) and $116.4 million (consisting of $360.6 million
of property and equipment, offset by $244.2 million of
liabilities consisting primarily of deferred proceeds from the
sale) as of June 30, 2009 and December 31, 2008,
respectively, and a net loss (consisting primarily of
depreciation expense) of $3.7 million and $6.2 million
for the three and six months ended June 30, 2009,
respectively, and $4.0 million and $5.1 million for
the three and six months ended June 30, 2008, respectively,
related to the mall and are being accounted for by the Guarantor
Subsidiaries. These balances and amounts are not collateral for
the Senior Notes and should not be considered as credit support
for the guarantees of the Senior Notes.
26
Table of Contents
LAS VEGAS
SANDS CORP. AND SUBSIDIARIES
NOTES TO
CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS — (Continued)
The condensed consolidating financial information of LVSC, the
Guarantor Subsidiaries and the non-guarantor subsidiaries on a
combined basis as of June 30, 2009 and December 31,
2008, and for the three and six months ended June 30, 2009
and 2008, is as follows (in thousands):
Condensed
Consolidating Balance Sheets
June 30, 2009
June 30, 2009
|
Consolidating/ |
||||||||||||||||||||
|
Las Vegas |
Guarantor |
Non-Guarantor |
Eliminating |
|||||||||||||||||
| Sands Corp. | Subsidiaries | Subsidiaries | Entries | Total | ||||||||||||||||
|
Cash and cash equivalents
|
$ | 3,265 | $ | 2,188,997 | $ | 392,771 | $ | — | $ | 2,585,033 | ||||||||||
|
Restricted cash
|
— | 6,274 | 182,365 | — | 188,639 | |||||||||||||||
|
Intercompany receivables
|
11,519 | 143,692 | — | (155,211 | ) | — | ||||||||||||||
|
Accounts receivable, net
|
1,820 | 136,178 | 233,537 | (4,291 | ) | 367,244 | ||||||||||||||
|
Inventories
|
1,852 | 12,201 | 13,127 | — | 27,180 | |||||||||||||||
|
Deferred income taxes
|
990 | 21,866 | 515 | — | 23,371 | |||||||||||||||
|
Prepaid expenses and other
|
2,573 | 4,757 | 19,144 | — | 26,474 | |||||||||||||||
|
Total current assets
|
22,019 | 2,513,965 | 841,459 | (159,502 | ) | 3,217,941 | ||||||||||||||
|
Property and equipment, net
|
144,970 | 3,883,465 | 8,479,334 | — | 12,507,769 | |||||||||||||||
|
Investments in subsidiaries
|
4,231,764 | 1,919,303 | — | (6,151,067 | ) | — | ||||||||||||||
|
Deferred financing costs, net
|
1,191 | 44,667 | 99,026 | — | 144,884 | |||||||||||||||
|
Intercompany receivables
|
424,511 | 896,353 | — | (1,320,864 | ) | — | ||||||||||||||
|
Intercompany notes receivable
|
114,804 | 470,388 | — | (585,192 | ) | — | ||||||||||||||
|
Deferred income taxes
|
141,163 | — | 242 | (42,958 | ) | 98,447 | ||||||||||||||
|
Leasehold interests in land, net
|
— | — | 1,094,193 | — | 1,094,193 | |||||||||||||||
|
Other assets, net
|
2,695 | 27,937 | 203,129 | — | 233,761 | |||||||||||||||
|
Total assets
|
$ | 5,083,117 | $ | 9,756,078 | $ | 10,717,383 | $ | (8,259,583 | ) | $ | 17,296,995 | |||||||||
|
Accounts payable
|
$ | 7,772 | $ | 31,913 | $ | 52,747 | $ | (4,291 | ) | $ | 88,141 | |||||||||
|
Construction payables
|
— | 27,679 | 753,512 | — | 781,191 | |||||||||||||||
|
Intercompany payables
|
142,043 | — | 13,168 | (155,211 | ) | — | ||||||||||||||
|
Accrued interest payable
|
6,097 | 373 | 3,587 | — | 10,057 | |||||||||||||||
|
Other accrued liabilities
|
42,057 | 128,408 | 441,448 | — | 611,913 | |||||||||||||||
|
Current maturities of long-term debt
|
3,688 | 65,050 | 72,406 | — | 141,144 | |||||||||||||||
|
Total current liabilities
|
201,657 | 253,423 | 1,336,868 | (159,502 | ) | 1,632,446 | ||||||||||||||
|
Other long-term liabilities
|
53,923 | 9,613 | 16,798 | — | 80,334 | |||||||||||||||
|
Intercompany payables
|
— | — | 1,320,864 | (1,320,864 | ) | — | ||||||||||||||
|
Intercompany notes payable
|
— | — | 585,192 | (585,192 | ) | — | ||||||||||||||
|
Deferred amounts related to mall transactions
|
— | 449,855 | — | — | 449,855 | |||||||||||||||
|
Deferred income taxes
|
— | 42,958 | — | (42,958 | ) | — | ||||||||||||||
|
Long-term debt
|
328,988 | 4,768,060 | 5,539,212 | — | 10,636,260 | |||||||||||||||
|
Total liabilities
|
584,568 | 5,523,909 | 8,798,934 | (2,108,516 | ) | 12,798,895 | ||||||||||||||
|
Preferred stock issued to Principal Stockholder’s family
|
364,561 | — | — | — | 364,561 | |||||||||||||||
|
Total Las Vegas Sands Corp. stockholders’ equity
|
4,133,988 | 4,231,764 | 1,919,303 | (6,151,067 | ) | 4,133,988 | ||||||||||||||
|
Noncontrolling interest
|
— | 405 | (854 | ) | — | (449 | ) | |||||||||||||
|
Total equity
|
4,133,988 | 4,232,169 | 1,918,449 | (6,151,067 | ) | 4,133,539 | ||||||||||||||
|
Total liabilities and equity
|
$ | 5,083,117 | $ | 9,756,078 | $ | 10,717,383 | $ | (8,259,583 | ) | $ | 17,296,995 | |||||||||
27
Table of Contents
LAS VEGAS
SANDS CORP. AND SUBSIDIARIES
NOTES TO
CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS — (Continued)
Condensed
Consolidating Balance Sheets
December 31, 2008
December 31, 2008
|
Consolidating/ |
||||||||||||||||||||
|
Las Vegas |
Guarantor |
Non-Guarantor |
Eliminating |
|||||||||||||||||
| Sands Corp. | Subsidiaries | Subsidiaries | Entries | Total | ||||||||||||||||
|
Cash and cash equivalents
|
$ | 294,563 | $ | 2,286,825 | $ | 456,775 | $ | — | $ | 3,038,163 | ||||||||||
|
Restricted cash
|
— | 6,225 | 188,591 | — | 194,816 | |||||||||||||||
|
Intercompany receivables
|
19,586 | 16,683 | 4,843 | (41,112 | ) | — | ||||||||||||||
|
Accounts receivable, net
|
1,168 | 146,085 | 242,270 | (4,704 | ) | 384,819 | ||||||||||||||
|
Inventories
|
645 | 14,776 | 13,416 | — | 28,837 | |||||||||||||||
|
Deferred income taxes
|
1,378 | 21,446 | 147 | — | 22,971 | |||||||||||||||
|
Prepaid expenses and other
|
45,768 | 4,577 | 21,717 | (392 | ) | 71,670 | ||||||||||||||
|
Total current assets
|
363,108 | 2,496,617 | 927,759 | (46,208 | ) | 3,741,276 | ||||||||||||||
|
Property and equipment, net
|
148,543 | 4,128,835 | 7,590,850 | — | 11,868,228 | |||||||||||||||
|
Investments in subsidiaries
|
4,105,980 | 1,642,651 | — | (5,748,631 | ) | — | ||||||||||||||
|
Deferred financing costs, net
|
1,353 | 47,441 | 109,982 | — | 158,776 | |||||||||||||||
|
Intercompany receivables
|
398,398 | 1,296,988 | — | (1,695,386 | ) | — | ||||||||||||||
|
Intercompany notes receivable
|
94,310 | 86,249 | — | (180,559 | ) | — | ||||||||||||||
|
Deferred income taxes
|
25,251 | 18,722 | 216 | — | 44,189 | |||||||||||||||
|
Leasehold interests in land, net
|
— | — | 1,099,938 | — | 1,099,938 | |||||||||||||||
|
Other assets, net
|
3,677 | 25,701 | 202,328 | — | 231,706 | |||||||||||||||
|
Total assets
|
$ | 5,140,620 | $ | 9,743,204 | $ | 9,931,073 | $ | (7,670,784 | ) | $ | 17,144,113 | |||||||||
|
Accounts payable
|
$ | 5,004 | $ | 34,069 | $ | 36,666 | $ | (4,704 | ) | $ | 71,035 | |||||||||
|
Construction payables
|
— | 90,490 | 646,223 | — | 736,713 | |||||||||||||||
|
Intercompany payables
|
16,683 | 4,843 | 19,586 | (41,112 | ) | — | ||||||||||||||
|
Accrued interest payable
|
6,191 | 758 | 7,801 | — | 14,750 | |||||||||||||||
|
Other accrued liabilities
|
4,943 | 175,617 | 412,735 | — | 593,295 | |||||||||||||||
|
Income taxes payable
|
— | — | 392 | (392 | ) | — | ||||||||||||||
|
Current maturities of long-term debt
|
3,688 | 65,049 | 45,886 | — | 114,623 | |||||||||||||||
|
Total current liabilities
|
36,509 | 370,826 | 1,169,289 | (46,208 | ) | 1,530,416 | ||||||||||||||
|
Other long-term liabilities
|
32,996 | 8,798 | 19,883 | — | 61,677 | |||||||||||||||
|
Intercompany payables
|
— | — | 1,695,386 | (1,695,386 | ) | — | ||||||||||||||
|
Intercompany notes payable
|
— | — | 180,559 | (180,559 | ) | — | ||||||||||||||
|
Deferred amounts related to mall transactions
|
— | 452,435 | — | — | 452,435 | |||||||||||||||
|
Long-term debt
|
330,718 | 4,804,760 | 5,220,637 | — | 10,356,115 | |||||||||||||||
|
Total liabilities
|
400,223 | 5,636,819 | 8,285,754 | (1,922,153 | ) | 12,400,643 | ||||||||||||||
|
Preferred stock issued to Principal Stockholder’s family
|
318,289 | — | — | — | 318,289 | |||||||||||||||
|
Total Las Vegas Sands Corp. stockholders’ equity
|
4,422,108 | 4,105,980 | 1,642,651 | (5,748,631 | ) | 4,422,108 | ||||||||||||||
|
Noncontrolling interest
|
— | 405 | 2,668 | — | 3,073 | |||||||||||||||
|
Total equity
|
4,422,108 | 4,106,385 | 1,645,319 | (5,748,631 | ) | 4,425,181 | ||||||||||||||
|
Total liabilities and equity
|
$ | 5,140,620 | $ | 9,743,204 | $ | 9,931,073 | $ | (7,670,784 | ) | $ | 17,144,113 | |||||||||
28
Table of Contents
LAS VEGAS
SANDS CORP. AND SUBSIDIARIES
NOTES TO
CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS — (Continued)
Condensed
Consolidating Statements of Operations
For the Three Months Ended June 30, 2009
For the Three Months Ended June 30, 2009
|
Consolidating/ |
||||||||||||||||||||
|
Las Vegas |
Guarantor |
Non-Guarantor |
Eliminating |
|||||||||||||||||
| Sands Corp. | Subsidiaries | Subsidiaries | Entries | Total | ||||||||||||||||
|
Revenues:
|
||||||||||||||||||||
|
Casino
|
$ | — | $ | 119,068 | $ | 678,985 | $ | — | $ | 798,053 | ||||||||||
|
Rooms
|
— | 112,821 | 49,148 | — | 161,969 | |||||||||||||||
|
Food and beverage
|
— | 44,188 | 42,899 | — | 87,087 | |||||||||||||||
|
Convention, retail and other
|
— | 41,628 | 55,098 | (841 | ) | 95,885 | ||||||||||||||
| — | 317,705 | 826,130 | (841 | ) | 1,142,994 | |||||||||||||||
|
Less-promotional allowances
|
(186 | ) | (40,471 | ) | (43,019 | ) | (618 | ) | (84,294 | ) | ||||||||||
|
Net revenues
|
(186 | ) | 277,234 | 783,111 | (1,459 | ) | 1,058,700 | |||||||||||||
|
Operating expenses:
|
||||||||||||||||||||
|
Casino
|
— | 67,854 | 465,028 | (406 | ) | 532,476 | ||||||||||||||
|
Rooms
|
— | 24,947 | 6,577 | — | 31,524 | |||||||||||||||
|
Food and beverage
|
— | 19,322 | 27,099 | (1,602 | ) | 44,819 | ||||||||||||||
|
Convention, retail and other
|
— | 20,078 | 42,357 | 799 | 63,234 | |||||||||||||||
|
Provision for doubtful accounts
|
— | 11,662 | 9,045 | — | 20,707 | |||||||||||||||
|
General and administrative
|
— | 59,493 | 64,557 | (250 | ) | 123,800 | ||||||||||||||
|
Corporate expense
|
61,391 | 64 | 2,852 | — | 64,307 | |||||||||||||||
|
Rental expense
|
— | 1,404 | 6,473 | — | 7,877 | |||||||||||||||
|
Pre-opening expense
|
364 | 3 | 41,463 | — | 41,830 | |||||||||||||||
|
Development expense
|
10 | — | — | — | 10 | |||||||||||||||
|
Depreciation and amortization
|
2,693 | 56,576 | 84,364 | — | 143,633 | |||||||||||||||
|
Impairment loss
|
— | 151,175 | — | — | 151,175 | |||||||||||||||
|
(Gain) loss on disposal of assets
|
— | (50 | ) | 4,703 | — | 4,653 | ||||||||||||||
| 64,458 | 412,528 | 754,518 | (1,459 | ) | 1,230,045 | |||||||||||||||
|
Operating income (loss)
|
(64,644 | ) | (135,294 | ) | 28,593 | — | (171,345 | ) | ||||||||||||
|
Other income (expense):
|
||||||||||||||||||||
|
Interest income
|
2,632 | 8,171 | 136 | (8,247 | ) | 2,692 | ||||||||||||||
|
Interest expense, net of amounts capitalized
|
(4,640 | ) | (29,592 | ) | (38,886 | ) | 8,247 | (64,871 | ) | |||||||||||
|
Other expense
|
— | 556 | 217 | — | 773 | |||||||||||||||
|
Loss from equity investments in subsidiaries
|
(103,460 | ) | (7,072 | ) | — | 110,532 | — | |||||||||||||
|
Loss before income taxes
|
(170,112 | ) | (163,231 | ) | (9,940 | ) | 110,532 | (232,751 | ) | |||||||||||
|
Income tax benefit (provision)
|
(5,828 | ) | 59,771 | 545 | — | 54,488 | ||||||||||||||
|
Net loss
|
(175,940 | ) | (103,460 | ) | (9,395 | ) | 110,532 | (178,263 | ) | |||||||||||
|
Noncontrolling interest
|
— | — | 2,323 | — | 2,323 | |||||||||||||||
|
Net loss attributable to Las Vegas Sands Corp.
|
$ | (175,940 | ) | $ | (103,460 | ) | $ | (7,072 | ) | $ | 110,532 | $ | (175,940 | ) | ||||||
29
Table of Contents
LAS VEGAS
SANDS CORP. AND SUBSIDIARIES
NOTES TO
CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS — (Continued)
Condensed
Consolidating Statements of Operations
For the Three Months Ended June 30, 2008
For the Three Months Ended June 30, 2008
|
Consolidating/ |
||||||||||||||||||||
|
Las Vegas |
Guarantor |
Non-Guarantor |
Eliminating |
|||||||||||||||||
| Sands Corp. | Subsidiaries | Subsidiaries | Entries | Total | ||||||||||||||||
|
Revenues:
|
||||||||||||||||||||
|
Casino
|
$ | — | $ | 126,488 | $ | 677,786 | $ | — | $ | 804,274 | ||||||||||
|
Rooms
|
— | 142,425 | 53,264 | — | 195,689 | |||||||||||||||
|
Food and beverage
|
— | 51,157 | 46,893 | — | 98,050 | |||||||||||||||
|
Convention, retail and other
|
— | 44,504 | 44,562 | (366 | ) | 88,700 | ||||||||||||||
| — | 364,574 | 822,505 | (366 | ) | 1,186,713 | |||||||||||||||
|
Less-promotional allowances
|
(544 | ) | (32,994 | ) | (40,215 | ) | (846 | ) | (74,599 | ) | ||||||||||
|
Net revenues
|
(544 | ) | 331,580 | 782,290 | (1,212 | ) | 1,112,114 | |||||||||||||
|
Operating expenses:
|
||||||||||||||||||||
|
Casino
|
— | 77,229 | 463,121 | (724 | ) | 539,626 | ||||||||||||||
|
Rooms
|
— | 31,481 | 8,465 | — | 39,946 | |||||||||||||||
|
Food and beverage
|
— | 23,310 | 28,139 | (1,946 | ) | 49,503 | ||||||||||||||
|
Convention, retail and other
|
— | 19,402 | 29,571 | 1,669 | 50,642 | |||||||||||||||
|
Provision for doubtful accounts
|
— | 5,446 | 523 | — | 5,969 | |||||||||||||||
|
General and administrative
|
— | 71,588 | 76,529 | (211 | ) | 147,906 | ||||||||||||||
|
Corporate expense
|
30,417 | 175 | 3,010 | — | 33,602 | |||||||||||||||
|
Rental expense
|
— | 1,376 | 6,696 | — | 8,072 | |||||||||||||||
|
Pre-opening expense
|
1,376 | 1,720 | 35,007 | — | 38,103 | |||||||||||||||
|
Development expense
|
(2,954 | ) | — | 7,413 | — | 4,459 | ||||||||||||||
|
Depreciation and amortization
|
2,430 | 53,186 | 63,485 | — | 119,101 | |||||||||||||||
|
Loss on disposal of assets
|
— | 1,794 | 109 | — | 1,903 | |||||||||||||||
| 31,269 | 286,707 | 722,068 | (1,212 | ) | 1,038,832 | |||||||||||||||
|
Operating income (loss)
|
(31,813 | ) | 44,873 | 60,222 | — | 73,282 | ||||||||||||||
|
Other income (expense):
|
||||||||||||||||||||
|
Interest income
|
1,309 | 2,192 | 1,363 | (1,731 | ) | 3,133 | ||||||||||||||
|
Interest expense, net of amounts capitalized
|
(4,324 | ) | (44,629 | ) | (41,252 | ) | 1,731 | (88,474 | ) | |||||||||||
|
Other expense
|
(39 | ) | (264 | ) | (3,381 | ) | — | (3,684 | ) | |||||||||||
|
Loss on early retirement of debt
|
— | — | (33 | ) | — | (33 | ) | |||||||||||||
|
Income from equity investment in subsidiaries
|
27,545 | 21,507 | — | (49,052 | ) | — | ||||||||||||||
|
Income (loss) before income taxes
|
(7,322 | ) | 23,679 | 16,919 | (49,052 | ) | (15,776 | ) | ||||||||||||
|
Income tax benefit (provision)
|
(1,474 | ) | 3,866 | 390 | — | 2,782 | ||||||||||||||
|
Net income (loss)
|
(8,796 | ) | 27,545 | 17,309 | (49,052 | ) | (12,994 | ) | ||||||||||||
|
Noncontrolling interest
|
— | — | 4,198 | — | 4,198 | |||||||||||||||
|
Net income (loss) attributable to Las Vegas Sands Corp.
|
$ | (8,796 | ) | $ | 27,545 | $ | 21,507 | $ | (49,052 | ) | $ | (8,796 | ) | |||||||
30
Table of Contents
LAS VEGAS
SANDS CORP. AND SUBSIDIARIES
NOTES TO
CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS — (Continued)
Condensed
Consolidating Statements of Operations
For the Six Months Ended June 30, 2009
For the Six Months Ended June 30, 2009
|
Consolidating/ |
||||||||||||||||||||
|
Las Vegas |
Guarantor |
Non-Guarantor |
Eliminating |
|||||||||||||||||
|
Sands Corp.
|
Subsidiaries | Subsidiaries | Entries | Total | ||||||||||||||||
|
Revenues:
|
||||||||||||||||||||
|
Casino
|
$ | — | $ | 248,887 | $ | 1,347,091 | $ | — | $ | 1,595,978 | ||||||||||
|
Rooms
|
— | 235,770 | 100,587 | — | 336,357 | |||||||||||||||
|
Food and beverage
|
— | 91,283 | 83,112 | — | 174,395 | |||||||||||||||
|
Convention, retail and other
|
— | 86,495 | 128,508 | (5,631 | ) | 209,372 | ||||||||||||||
| — | 662,435 | 1,659,298 | (5,631 | ) | 2,316,102 | |||||||||||||||
|
Less-promotional allowances
|
(344 | ) | (83,288 | ) | (93,178 | ) | (1,530 | ) | (178,340 | ) | ||||||||||
|
Net revenues
|
(344 | ) | 579,147 | 1,566,120 | (7,161 | ) | 2,137,762 | |||||||||||||
|
Operating expenses:
|
||||||||||||||||||||
|
Casino
|
— | 144,699 | 937,866 | (1,192 | ) | 1,081,373 | ||||||||||||||
|
Rooms
|
— | 51,532 | 13,759 | — | 65,291 | |||||||||||||||
|
Food and beverage
|
— | 38,482 | 52,223 | (3,244 | ) | 87,461 | ||||||||||||||
|
Convention, retail and other
|
— | 39,602 | 85,000 | (2,125 | ) | 122,477 | ||||||||||||||
|
Provision for doubtful accounts
|
— | 24,715 | 17,002 | — | 41,717 | |||||||||||||||
|
General and administrative
|
— | 121,930 | 123,773 | (600 | ) | 245,103 | ||||||||||||||
|
Corporate expense
|
81,012 | 131 | 6,588 | — | 87,731 | |||||||||||||||
|
Rental expense
|
— | 2,821 | 12,985 | — | 15,806 | |||||||||||||||
|
Pre-opening expense
|
654 | 95 | 86,015 | — | 86,764 | |||||||||||||||
|
Development expense
|
156 | — | 108 | — | 264 | |||||||||||||||
|
Depreciation and amortization
|
5,314 | 113,496 | 164,072 | — | 282,882 | |||||||||||||||
|
Impairment loss
|
— | 151,175 | — | — | 151,175 | |||||||||||||||
|
(Gain) loss on disposal of assets
|
— | (110 | ) | 4,894 | — | 4,784 | ||||||||||||||
| 87,136 | 688,568 | 1,504,285 | (7,161 | ) | 2,272,828 | |||||||||||||||
|
Operating income (loss)
|
(87,480 | ) | (109,421 | ) | 61,835 | — | (135,066 | ) | ||||||||||||
|
Other income (expense):
|
||||||||||||||||||||
|
Interest income
|
7,171 | 10,791 | 310 | (10,031 | ) | 8,241 | ||||||||||||||
|
Interest expense, net of amounts capitalized
|
(9,427 | ) | (59,093 | ) | (77,500 | ) | 10,031 | (135,989 | ) | |||||||||||
|
Other income (expense)
|
— | 465 | (5,435 | ) | — | (4,970 | ) | |||||||||||||
|
Loss from equity investments in subsidiaries
|
(112,188 | ) | (17,217 | ) | — | 129,405 | — | |||||||||||||
|
Loss before income taxes
|
(201,924 | ) | (174,475 | ) | (20,790 | ) | 129,405 | (267,784 | ) | |||||||||||
|
Income tax benefit (provision)
|
(8,622 | ) | 62,287 | 10 | — | 53,675 | ||||||||||||||
|
Net loss
|
(210,546 | ) | (112,188 | ) | (20,780 | ) | 129,405 | (214,109 | ) | |||||||||||
|
Noncontrolling interest
|
— | — | 3,563 | — | 3,563 | |||||||||||||||
|
Net loss attributable to Las Vegas Sands Corp.
|
$ | (210,546 | ) | $ | (112,188 | ) | $ | (17,217 | ) | $ | 129,405 | $ | (210,546 | ) | ||||||
31
Table of Contents
LAS VEGAS
SANDS CORP. AND SUBSIDIARIES
NOTES TO
CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS — (Continued)
Condensed
Consolidating Statements of Operations
For the Six Months Ended June 30, 2008
For the Six Months Ended June 30, 2008
|
Non- |
Consolidating/ |
|||||||||||||||||||
|
Las Vegas |
Guarantor |
Guarantor |
Eliminating |
|||||||||||||||||
| Sands Corp. | Subsidiaries | Subsidiaries | Entries | Total | ||||||||||||||||
|
Revenues:
|
||||||||||||||||||||
|
Casino
|
$ | — | $ | 274,320 | $ | 1,325,395 | $ | — | $ | 1,599,715 | ||||||||||
|
Rooms
|
— | 278,666 | 107,712 | — | 386,378 | |||||||||||||||
|
Food and beverage
|
— | 99,361 | 81,929 | — | 181,290 | |||||||||||||||
|
Convention, retail and other
|
— | 87,522 | 82,936 | (2,900 | ) | 167,558 | ||||||||||||||
| — | 739,869 | 1,597,972 | (2,900 | ) | 2,334,941 | |||||||||||||||
|
Less-promotional allowances
|
(1,213 | ) | (61,401 | ) | (79,865 | ) | (1,325 | ) | (143,804 | ) | ||||||||||
|
Net revenues
|
(1,213 | ) | 678,468 | 1,518,107 | (4,225 | ) | 2,191,137 | |||||||||||||
|
Operating expenses:
|
||||||||||||||||||||
|
Casino
|
— | 155,720 | 904,549 | (1,175 | ) | 1,059,094 | ||||||||||||||
|
Rooms
|
— | 64,278 | 15,949 | — | 80,227 | |||||||||||||||
|
Food and beverage
|
— | 46,245 | 47,017 | (2,719 | ) | 90,543 | ||||||||||||||
|
Convention, retail and other
|
— | 41,895 | 53,714 | — | 95,609 | |||||||||||||||
|
Provision for doubtful accounts
|
— | 13,149 | 952 | — | 14,101 | |||||||||||||||
|
General and administrative
|
— | 134,942 | 156,248 | (331 | ) | 290,859 | ||||||||||||||
|
Corporate expense
|
54,376 | 472 | 4,291 | — | 59,139 | |||||||||||||||
|
Rental expense
|
— | 3,845 | 13,291 | — | 17,136 | |||||||||||||||
|
Pre-opening expense
|
2,121 | 6,190 | 56,382 | — | 64,693 | |||||||||||||||
|
Development expense
|
1,964 | — | 8,387 | — | 10,351 | |||||||||||||||
|
Depreciation and amortization
|
4,597 | 102,057 | 125,860 | — | 232,514 | |||||||||||||||
|
Loss on disposal of assets
|
— | 5,978 | 1,046 | — | 7,024 | |||||||||||||||
| 63,058 | 574,771 | 1,387,686 | (4,225 | ) | 2,021,290 | |||||||||||||||
|
Operating income (loss)
|
(64,271 | ) | 103,697 | 130,421 | — | 169,847 | ||||||||||||||
|
Other income (expense):
|
||||||||||||||||||||
|
Interest income
|
2,721 | 4,999 | 4,393 | (3,515 | ) | 8,598 | ||||||||||||||
|
Interest expense, net of amounts capitalized
|
(8,553 | ) | (100,529 | ) | (97,607 | ) | 3,515 | (203,174 | ) | |||||||||||
|
Other income (expense)
|
(39 | ) | (432 | ) | 4,886 | — | 4,415 | |||||||||||||
|
Loss on early retirement of debt
|
— | — | (4,022 | ) | — | (4,022 | ) | |||||||||||||
|
Income from equity investment in subsidiaries
|
54,048 | 44,239 | — | (98,287 | ) | — | ||||||||||||||
|
Income (loss) before income taxes
|
(16,094 | ) | 51,974 | 38,071 | (98,287 | ) | (24,336 | ) | ||||||||||||
|
Income tax benefit (provision)
|
(3,936 | ) | 2,074 | 1,970 | — | 108 | ||||||||||||||
|
Net income (loss)
|
(20,030 | ) | 54,048 | 40,041 | (98,287 | ) | (24,228 | ) | ||||||||||||
|
Noncontrolling interest
|
— | — | 4,198 | — | 4,198 | |||||||||||||||
|
Net income (loss) attributable to Las Vegas Sands Corp.
|
$ | (20,030 | ) | $ | 54,048 | $ | 44,239 | $ | (98,287 | ) | $ | (20,030 | ) | |||||||
32
Table of Contents
LAS VEGAS
SANDS CORP. AND SUBSIDIARIES
NOTES TO
CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS — (Continued)
Condensed
Consolidating Statements of Cash Flows
For the Six Months Ended June 30, 2009
For the Six Months Ended June 30, 2009
|
Non- |
Consolidating/ |
|||||||||||||||||||
|
Las Vegas |
Guarantor |
Guarantor |
Eliminating |
|||||||||||||||||
| Sands Corp. | Subsidiaries | Subsidiaries | Entries | Total | ||||||||||||||||
|
Net cash provided by (used in) operating activities
|
$ | 55,499 | $ | (26,298 | ) | $ | 278,645 | $ | — | $ | 307,846 | |||||||||
|
Cash flows from investing activities:
|
||||||||||||||||||||
|
Capital expenditures
|
(1,741 | ) | (81,313 | ) | (939,480 | ) | — | (1,022,534 | ) | |||||||||||
|
Change in restricted cash
|
— | (49 | ) | 3,870 | — | 3,821 | ||||||||||||||
|
Dividends received from Guarantor Subsidiaries
|
3,026,662 | — | — | (3,026,662 | ) | — | ||||||||||||||
|
Notes receivable to non-guarantor subsidiaries
|
(20,000 | ) | — | — | 20,000 | — | ||||||||||||||
|
Intercompany receivables to non-guarantor subsidiaries
|
(55,000 | ) | (128,143 | ) | — | 183,143 | — | |||||||||||||
|
Repayments of receivable from Guarantor Subsidiaries
|
11,151 | — | — | (11,151 | ) | — | ||||||||||||||
|
Repayments of receivable from non-guarantor subsidiaries
|
— | 23,511 | — | (23,511 | ) | — | ||||||||||||||
|
Capital contributions to subsidiaries
|
(3,258,015 | ) | (66,166 | ) | — | 3,324,181 | — | |||||||||||||
|
Net cash used in investing activities
|
(296,943 | ) | (252,160 | ) | (935,610 | ) | 466,000 | (1,018,713 | ) | |||||||||||
|
Cash flows from financing activities:
|
||||||||||||||||||||
|
Dividends paid to preferred stockholders
|
(47,997 | ) | — | — | — | (47,997 | ) | |||||||||||||
|
Purchase of treasury stock
|
(13 | ) | — | — | — | (13 | ) | |||||||||||||
|
Capital contributions received
|
— | 3,258,015 | 66,166 | (3,324,181 | ) | — | ||||||||||||||
|
Dividends paid to Las Vegas Sands Corp.
|
— | (3,026,662 | ) | — | 3,026,662 | — | ||||||||||||||
|
Borrowings from Las Vegas Sands Corp.
|
— | — | 75,000 | (75,000 | ) | — | ||||||||||||||
|
Borrowings from Guarantor Subsidiaries
|
— | — | 128,143 | (128,143 | ) | — | ||||||||||||||
|
Repayments on borrowings from Las Vegas Sands Corp.
|
— | (11,151 | ) | — | 11,151 | — | ||||||||||||||
|
Repayments on borrowings from Guarantor Subsidiaries
|
— | — | (23,511 | ) | 23,511 | — | ||||||||||||||
|
Proceeds from Singapore permanent facilities
|
— | — | 494,492 | — | 494,492 | |||||||||||||||
|
Proceeds from ferry financing
|
— | — | 9,887 | — | 9,887 | |||||||||||||||
|
Repayments on Macau credit facility
|
— | — | (137,537 | ) | — | (137,537 | ) | |||||||||||||
|
Repayments on senior secured credit facility
|
— | (20,000 | ) | — | — | (20,000 | ) | |||||||||||||
|
Repayments on Singapore permanent facilities
|
— | — | (17,992 | ) | — | (17,992 | ) | |||||||||||||
|
Repayments on airplane financings
|
(1,844 | ) | — | — | — | (1,844 | ) | |||||||||||||
|
Repayments on FF&E facility and other long-term debt
|
— | (16,700 | ) | (563 | ) | — | (17,263 | ) | ||||||||||||
|
Contribution from noncontrolling interest
|
— | — | 41 | — | 41 | |||||||||||||||
|
Payments of deferred financing costs
|
— | (2,872 | ) | (1,559 | ) | — | (4,431 | ) | ||||||||||||
|
Net cash provided by (used in) financing activities
|
(49,854 | ) | 180,630 | 592,567 | (466,000 | ) | 257,343 | |||||||||||||
|
Effect of exchange rate on cash
|
— | — | 394 | — | 394 | |||||||||||||||
|
Decrease in cash and cash equivalents
|
(291,298 | ) | (97,828 | ) | (64,004 | ) | — | (453,130 | ) | |||||||||||
|
Cash and cash equivalents at beginning of period
|
294,563 | 2,286,825 | 456,775 | — | 3,038,163 | |||||||||||||||
|
Cash and cash equivalents at end of period
|
$ | 3,265 | $ | 2,188,997 | $ | 392,771 | $ | — | $ | 2,585,033 | ||||||||||
33
Table of Contents
LAS VEGAS
SANDS CORP. AND SUBSIDIARIES
NOTES TO
CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS — (Continued)
Condensed
Consolidating Statements of Cash Flows
For the Six Months Ended June 30, 2008
For the Six Months Ended June 30, 2008
|
Non- |
Consolidating/ |
|||||||||||||||||||
|
Las Vegas |
Guarantor |
Guarantor |
Eliminating |
|||||||||||||||||
| Sands Corp. | Subsidiaries | Subsidiaries | Entries | Total | ||||||||||||||||
|
Net cash provided by operating activities
|
$ | 18,232 | $ | 62,986 | $ | 112,174 | $ | — | $ | 193,392 | ||||||||||
|
Cash flows from investing activities:
|
||||||||||||||||||||
|
Capital expenditures
|
(11,410 | ) | (382,515 | ) | (1,516,406 | ) | — | (1,910,331 | ) | |||||||||||
|
Change in restricted cash
|
— | 437 | 250,155 | — | 250,592 | |||||||||||||||
|
Deposit for potential gaming application included in other assets
|
— | — | (25,000 | ) | — | (25,000 | ) | |||||||||||||
|
Intercompany notes receivable to non-guarantor subsidiaries
|
— | (31,519 | ) | — | 31,519 | — | ||||||||||||||
|
Intercompany receivables to Guarantor Subsidiaries
|
(35,000 | ) | — | — | 35,000 | — | ||||||||||||||
|
Intercompany receivables to non-guarantor subsidiaries
|
(25,000 | ) | (654,944 | ) | — | 679,944 | — | |||||||||||||
|
Repayment of receivables from Guarantor Subsidiaries
|
82,286 | — | — | (82,286 | ) | — | ||||||||||||||
|
Capital contributions to subsidiaries
|
— | (11,638 | ) | — | 11,638 | — | ||||||||||||||
|
Net cash provided by (used in) investing activities
|
10,876 | (1,080,179 | ) | (1,291,251 | ) | 675,815 | (1,684,739 | ) | ||||||||||||
|
Cash flows from financing activities:
|
||||||||||||||||||||
|
Proceeds from exercise of stock options
|
6,434 | — | — | — | 6,434 | |||||||||||||||
|
Excess tax benefits from stock-based compensation
|
1,631 | — | — | — | 1,631 | |||||||||||||||
|
Capital contributions received
|
— | — | 11,638 | (11,638 | ) | — | ||||||||||||||
|
Borrowings from Las Vegas Sands Corp.
|
— | 35,000 | 25,000 | (60,000 | ) | — | ||||||||||||||
|
Borrowings from Guarantor Subsidiaries
|
— | — | 686,463 | (686,463 | ) | — | ||||||||||||||
|
Repayments on borrowings from Las Vegas Sands Corp.
|
— | (82,286 | ) | — | 82,286 | — | ||||||||||||||
|
Proceeds from Singapore permanent facilities
|
— | — | 1,417,936 | — | 1,417,936 | |||||||||||||||
|
Proceeds from senior secured credit facility
|
— | 1,050,000 | — | — | 1,050,000 | |||||||||||||||
|
Proceeds from Macau credit facility
|
— | — | 201,800 | — | 201,800 | |||||||||||||||
|
Proceeds from ferry financing
|
— | — | 154,971 | — | 154,971 | |||||||||||||||
|
Proceeds from FF&E facility and other long-term debt
|
— | 105,584 | 25,612 | — | 131,196 | |||||||||||||||
|
Repayments on Singapore bridge facility
|
— | — | (1,356,807 | ) | — | (1,356,807 | ) | |||||||||||||
|
Repayments on senior secured credit facility
|
— | (315,000 | ) | — | — | (315,000 | ) | |||||||||||||
|
Repayments on FF&E facility and other long-term debt
|
— | (8,350 | ) | (7,138 | ) | — | (15,488 | ) | ||||||||||||
|
Repayments on airplane financings
|
(1,844 | ) | — | — | — | (1,844 | ) | |||||||||||||
|
Proceeds from the sale of The Shoppes at The Palazzo
|
— | 243,928 | — | — | 243,928 | |||||||||||||||
|
Payments of deferred financing costs
|
(294 | ) | (15 | ) | (90,429 | ) | — | (90,738 | ) | |||||||||||
|
Net cash provided by financing activities
|
5,927 | 1,028,861 | 1,069,046 | (675,815 | ) | 1,428,019 | ||||||||||||||
|
Effect of exchange rate on cash
|
— | — | 7,948 | — | 7,948 | |||||||||||||||
|
Increase (decrease) in cash and cash equivalents
|
35,035 | 11,668 | (102,083 | ) | — | (55,380 | ) | |||||||||||||
|
Cash and cash equivalents at beginning of period
|
73,489 | 129,684 | 653,977 | — | 857,150 | |||||||||||||||
|
Cash and cash equivalents at end of period
|
$ | 108,524 | $ | 141,352 | $ | 551,894 | $ | — | $ | 801,770 | ||||||||||
34
Table of Contents
LAS VEGAS
SANDS CORP. AND SUBSIDIARIES
| 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, and other financial
information included in this
Form 10-Q.
Certain statements in this “Management’s Discussion
and Analysis of Financial Condition and Results of
Operations” are forward-looking statements. See
“— Special Note Regarding Forward-Looking
Statements.”
Operations
We view each of our casino properties as an operating segment.
Our operating segments in the United States consist of The
Venetian Resort Hotel Casino (“The Venetian Las
Vegas”), The Palazzo Resort Hotel Casino (“The
Palazzo”) and the Sands Casino Resort Bethlehem (the
“Sands Bethlehem”). The Venetian Las Vegas and The
Palazzo operating segments are managed as a single integrated
resort and have been aggregated into one reportable segment (the
“Las Vegas Operating Properties”), considering their
similar economic characteristics, types of customers, types of
service and products, the regulatory business environment of the
operations within each segment and our organizational and
management reporting structure. Our operating segments in the
Macau Special Administrative Region of the People’s
Republic of China (“Macau”) consist of the Sands
Macao, The Venetian Macao Resort Hotel (“The Venetian
Macao”), the Four Seasons Hotel Macao (the “Four
Seasons Macao”) and other ancillary operations in that
region (“Other Asia”).
United
States
Las Vegas
Operating Properties
Our Las Vegas Operating Properties, situated on or near the Las
Vegas Strip, consist of The Venetian Las Vegas, a Renaissance
Venice-themed resort; The Palazzo, a resort featuring modern
European ambience and design reminiscent of affluent Italian
living; and an expo and convention center of approximately
1.2 million square feet (the “Sands Expo
Center”). Our Las Vegas Operating Properties represent an
integrated resort with approximately 7,100 suites and
approximately 225,000 square feet of gaming space. Our Las
Vegas Operating Properties also feature a meeting and conference
facility of approximately 1.1 million square feet; Canyon
Ranch SpaClub facilities; a Paiza
Clubtm
offering services and amenities to premium customers, including
luxurious VIP suites, spa facilities and private VIP gaming room
facilities; an entertainment center; an enclosed retail, dining
and entertainment complex located within The Venetian Las Vegas
of approximately 440,000 net leasable square feet
(“The Grand Canal Shoppes”), which was sold to GGP
Limited Partnership (“GGP”) in 2004; and an enclosed
retail and dining complex located within The Palazzo of
approximately 400,000 net leasable square feet (“The
Shoppes at The Palazzo”), which was sold to GGP in February
2008. See “Item 1 — Financial
Statements — Notes to Condensed Consolidated Financial
Statements — Note 2 — Property and
Equipment, Net” regarding the sale of The Shoppes at The
Palazzo.
Approximately 64.2% and 64.1% of gross revenue at our Las Vegas
Operating Properties for the six months ended June 30, 2009
and 2008, respectively, was derived from room revenues, food and
beverage services, and other non-gaming sources, and 35.8% and
35.9%, respectively, was derived from gaming activities. The
percentage of non-gaming revenue reflects the integrated
resort’s emphasis on the group convention and trade show
business and the resulting high occupancy and room rates
throughout the week, especially during mid-week periods.
Sands
Bethlehem
We are in the process of developing Sands Bethlehem, a gaming,
hotel, retail and dining complex located on the site of the
historic Bethlehem Steel Works in Bethlehem, Pennsylvania. Sands
Bethlehem is also expected to be home to the National Museum of
Industrial History, an arts and cultural center, and the
broadcast home of the local PBS affiliate. We own 86% of the
economic interest of the gaming, hotel and entertainment portion
of the property through our ownership interest in Sands
Bethworks Gaming LLC and more than 35% of the economic interest
of the retail portion of the property through our ownership
interest in Sands Bethworks Retail, LLC.
35
Table of Contents
On May 22, 2009, we opened the casino component of Sands
Bethlehem, featuring 3,000 slot machines (with the ability to
increase to 5,000 slot machines six months after the opening
date) and several food and beverage offerings, as well as the
parking garage and surface parking. Construction activities on
the remaining components of the
124-acre
development, which include a 300-room hotel, an approximate
200,000-square-foot retail facility, a 50,000-square-foot
multipurpose event center and a variety of additional dining
options, have been suspended temporarily and are intended to
recommence when capital markets and general economic conditions
improve. As of June 30, 2009, we have capitalized
construction costs of $561.7 million for this project
(including $84.1 million in outstanding construction
payables). We expect to spend approximately $110 million on
additional costs to complete the site for delay, furniture,
fixtures and equipment (“FF&E”) and other costs,
and to pay outstanding construction payables, as noted above.
The impact of the suspension on the estimated overall cost of
the project’s remaining components is currently not
determinable with certainty. Approximately 89.6% of the gross
revenue at the Sands Bethlehem for the period ended
June 30, 2009, was derived from gaming activities, with the
remainder primarily derived from food and beverage services.
Macau
We own and operate the Sands Macao, the first Las Vegas-style
casino in Macau, pursuant to a
20-year
gaming subconcession. The Sands Macao includes approximately
229,000 square feet of gaming space; a 289-suite hotel
tower; several restaurants; a spacious Paiza Club; a theater;
and other high-end services and amenities. Approximately 92.9%
and 92.4% of the gross revenue at the Sands Macao for the six
months ended June 30, 2009 and 2008, respectively, was
derived from gaming activities, with the remainder primarily
derived from room revenues and food and beverage services.
We also own and operate The Venetian Macao, the anchor property
of our master-planned development of integrated resort
properties that we refer to as the Cotai
Striptm
in Macau. The Venetian Macao, with a theme similar to that of
The Venetian Las Vegas, features a 39-floor luxury hotel tower
with over 2,900 suites; a casino floor of approximately
550,000 square feet; approximately 1.0 million square
feet of retail and dining offerings; a convention center and
meeting room complex of approximately 1.2 million square
feet; a 15,000-seat arena that has hosted a wide range of
entertainment and sporting events; and an 1,800-seat theater
that features an original production from Cirque du Soleil.
Approximately 81.7% and 80.5% of the gross revenue at The
Venetian Macao for the six months ended June 30, 2009 and
2008, respectively, was derived from gaming activities, with the
remainder derived from room revenues, food and beverage
services, and other non-gaming sources.
On August 28, 2008, we opened the Four Seasons Macao, which
is adjacent to The Venetian Macao. The Four Seasons Macao
features 360 rooms and suites managed by Four Seasons Hotels
Inc.; 19 Paiza mansions; approximately 70,000 square feet
of gaming space; several food and beverage offerings; conference
and banquet facilities; and retail space of approximately
211,000 square feet, which is connected to the mall at The
Venetian Macao. The property will also feature the Four Seasons
Apartments Macao, Cotai
Striptm
(the “Four Seasons Apartments”), which consist of
approximately 1.0 million square feet of Four
Seasons-serviced and -branded luxury apartment hotel units and
common areas. We intend to sell shares in the subsidiary that
will own the Four Seasons Apartments, which shares will entitle
the holder to the exclusive use of a unit within the Four
Seasons Apartments. Approximately 72.0% of the gross revenue at
the Four Seasons Macao for the six months ended June 30,
2009, was derived from gaming activities, with the remainder
primarily derived from mall revenues and other non-gaming
sources.
Development
Projects
Given the challenging conditions in the capital markets and the
global economy and their impact on our ongoing operations, we
revised our development plan to suspend portions of our
development projects and focus our development efforts on those
projects with the highest rates of expected return on invested
capital. Should general economic conditions fail to improve, if
we are unable to obtain sufficient funding such that completion
of our suspended projects is not probable, or should management
decide to abandon certain projects, all or a portion of our
investment to date on our suspended projects could be lost and
would result in an impairment charge. In addition, we may be
subject to penalties under the termination clauses in our
construction contracts or under our management contracts with
certain hotel management companies.
36
Table of Contents
United
States Development Project
St. Regis
Residences
We had been constructing a St. Regis-branded high-rise
residential condominium tower, the St. Regis Residences at The
Venetian Palazzo (the “St. Regis Residences”), located
between The Palazzo and The Venetian Las Vegas on the Las Vegas
Strip. As part of our revised development plan, we suspended our
construction activities for the project due to reduced demand
for Las Vegas Strip condominiums and the overall decline in
general economic conditions. We intend to recommence
construction when these conditions improve and expect that it
will take approximately 18 months from that point to
complete construction of the project. As of June 30, 2009,
we have capitalized construction costs of $183.0 million
for this project (including $10.1 million in outstanding
construction payables). We expect to spend approximately
$20 million on additional costs to prepare the site for
delay and to complete construction of the podium portion (which
is part of The Shoppes at The Palazzo and includes already
leased retail and entertainment space), and to pay outstanding
construction payables, as noted above. The impact of the
suspension on the estimated overall cost of the project is
currently not determinable with certainty.
Macau
Development Projects
We submitted plans to the Macau government for our other Cotai
Strip developments, which represent five integrated resort
developments, in addition to The Venetian Macao and Four Seasons
Macao, on an area of approximately 200 acres (which we
refer to as parcels 3, 5, 6, 7 and 8). Subject to the approval
from the Macau government, the developments are expected to
include hotels, exhibition and conference facilities, gaming
areas, showrooms, shopping malls, spas, restaurants,
entertainment facilities and other amenities. We had commenced
construction or pre-construction for these five parcels and
planned to own and operate all of the gaming areas in these
developments under our Macau gaming subconcession. In addition,
we were completing the development of some public areas
surrounding our Cotai Strip properties on behalf of the Macau
government. We intended to develop our other Cotai Strip
properties as follows:
| • | Parcels 5 and 6 were intended to include multi-hotel complexes with a total of approximately 6,400 luxury and mid-scale hotel rooms, a casino, a shopping mall and approximately 320 serviced luxury apartment hotel units. We will own the entire development and have entered into management agreements with Shangri-La Hotels and Resorts (“Shangri-La”) to manage two hotels under its Shangri-La and Traders brands, and Starwood Hotels & Resorts Worldwide (“Starwood”) to manage hotels under its Sheraton brand and a hotel and serviced luxury apartment hotel under its St. Regis brand. Under our revised development plan, we intend to sequence the construction of our project due to difficulties in the capital markets and the overall decline in general economic conditions. Phase I of the project includes the Shangri-La and Traders tower and the two Sheraton towers, along with the podium that encompasses gaming areas, associated public areas, portions of the shopping mall, meeting space and a theater. Phase II of the project includes the St. Regis tower, along with additional meeting space and completion of the shopping mall. We have suspended construction of phase I while we pursue project-level financing; however, there can be no assurance that such financing will be obtained. We expect that if and when financing is obtained, it will take several months to mobilize and then approximately 12 to 18 months from that point to complete construction of phase I. Construction of phase II of the project has been suspended until conditions in the capital markets and general economic conditions improve. As of June 30, 2009, we have capitalized construction costs of $1.72 billion for this project (including $155.0 million in outstanding construction payables). We expect to spend approximately $420 million on additional costs to prepare the site for delay and to pay outstanding construction payables, as noted above. The impact of the revised development plan on the estimated overall cost of the project is currently not determinable with certainty. Our management agreements with Shangri-La and Starwood impose certain construction deadlines and opening obligations on us, and certain past and/or anticipated delays, as described above, may represent a default under one or more of these agreements, allow the hotel management companies to terminate their agreement and/or may subject us to penalties. |
| • | Parcels 7 and 8 were intended to include multi-hotel complexes with luxury and mid-scale hotel rooms, a casino, a shopping mall and serviced luxury apartment hotel units. We will own the entire development and have entered into non-binding agreements with Hilton Hotels to manage Hilton and Conrad brand hotels and |
37
Table of Contents
| serviced luxury apartment hotel units on parcel 7 and Fairmont Raffles Holdings to manage Fairmont and Raffles brand hotels and serviced luxury apartment hotel units on parcel 8. We had commenced pre-construction and have capitalized construction costs of $115.7 million as of June 30, 2009. We intend to commence construction after necessary government approvals are obtained, regional and global economic conditions improve, future demand warrants it and additional financing is obtained. |
| • | For parcel 3, we have signed a non-binding memorandum of agreement with an independent developer and a non-binding letter of intent with Intercontinental Hotels Group to manage hotels under the Intercontinental and Holiday Inn International brands, and serviced luxury apartment hotel units under the Intercontinental brand. In total, the multi-hotel complex was intended to include a casino, a shopping mall and the serviced luxury apartment hotels units. We had commenced pre-construction and have capitalized construction costs of $35.6 million as of June 30, 2009. We intend to commence construction after necessary government approvals are obtained, regional and global economic conditions improve, future demand warrants it and additional financing is obtained. |
The impact of the delayed construction on our previously
estimated cost to complete our Cotai Strip developments is
currently not determinable with certainty. As of June 30,
2009, we have capitalized an aggregate of $5.47 billion in
construction costs for our Cotai Strip developments, including
The Venetian Macao and Four Seasons Macao. We will need to
arrange additional financing to fund the balance of our Cotai
Strip developments and there is no assurance that we will be
able to obtain any of the additional financing required.
We have received a land concession from the Macau government to
build on parcels 1, 2 and 3, including the sites on which The
Venetian Macao (parcel 1) and Four Seasons Macao (parcel
2) are located. We do not own these land sites in Macau;
however, the land concession, which has an initial term of
25 years and is renewable at our option in accordance with
Macau law, grants us exclusive use of the land. As specified in
the land concession, we are required to pay premiums for each
parcel, which are either payable in a single lump sum upon
acceptance of the land concession by the Macau government or in
eight semi-annual installments (provided that the outstanding
balance is due upon the completion of the corresponding
integrated resort), as well as annual rent for the term of the
land concession. In October 2008, the Macau government amended
our land concession to allow us to subdivide the parcel into
four separate units under Macau’s horizontal property
regime, consisting of retail, hotel/casino, Four Seasons
Apartments and parking areas.
We do not yet have all of the necessary Macau government
approvals to develop our planned Cotai Strip developments on
parcels 3, 5, 6, 7 and 8. We have received a land concession for
parcel 3, as previously noted, but have yet to be granted land
concessions for parcels 5, 6, 7 and 8. We are in the process of
negotiating with the Macau government to obtain the land
concession for parcels 5 and 6, and will subsequently negotiate
the land concession for parcels 7 and 8. Based on historical
experience with the Macau government with respect to our land
concessions for the Sands Macao and parcels 1, 2 and 3,
management believes that the land concessions for parcels 5, 6,
7 and 8 will be granted; however, if we do not obtain these land
concessions, we could forfeit all or a substantial part of our
$1.83 billion in capitalized costs, as of June 30,
2009, related to our developments on parcels 5, 6, 7 and 8.
Under our land concession for parcels 1, 2 and 3, we are
required to complete the development of parcel 3 by August 2011.
We believe that if we are not able to complete the development
of parcel 3 by the deadline, we will be able to obtain an
extension from the Macau government; however, no assurances can
be given that an extension will be granted. If we are unable to
meet the August 2011 deadline and that deadline is not extended
or the portion of the land concession related to parcel 3 is not
separated from parcels 1 and 2, we could lose our land
concession for parcels 1, 2 and 3, which would prohibit us from
continuing to operate The Venetian Macao, Four Seasons Macao or
any other facilities developed under the land concession. As a
result, we could forfeit all or a substantial portion of our
$3.64 billion in capitalized costs, as of June 30,
2009, related to our developments on parcels 1, 2 and 3.
Singapore
Development Project
Our wholly-owned subsidiary, Marina Bay Sands Pte. Ltd.
(“MBS”), entered into a development agreement (the
“Development Agreement”) with the Singapore Tourism
Board (the “STB”) to build and operate an integrated
resort called Marina Bay Sands in Singapore. Marina Bay Sands is
expected to include three 55-story hotel towers (totaling
approximately 2,600 rooms and suites), a casino, an enclosed
retail, dining and entertainment complex of
38
Table of Contents
approximately 800,000 net leasable square feet, a
convention center and meeting room complex of approximately
1.3 million square feet, theaters and a landmark iconic
structure at the bay-front promenade that will contain an
art/science museum. We are continuing to finalize various design
aspects of the integrated resort and are in the process of
finalizing our cost estimates for the project. As of
June 30, 2009, we have capitalized 4.28 billion
Singapore dollars (“SGD,” approximately
$2.94 billion at exchange rates in effect on June 30,
2009) in costs for this project, including the land premium
and SGD 541.9 million (approximately $372.6 million at
exchange rates in effect on June 30, 2009) in
outstanding construction payables. We expect to spend
approximately SGD 4.1 billion (approximately
$2.8 billion at exchange rates in effect on June 30,
2009) through 2011 on additional costs to complete the
construction of the integrated resort, FF&E, pre-opening
and other costs, and to pay outstanding construction payables,
as noted above; approximately SGD 1.7 billion
(approximately $1.1 billion at exchange rates in effect on
June 30, 2009) is expected to be spent in 2009. As we
have obtained Singapore-denominated financing and primarily pay
our costs in Singapore dollars, our exposure to foreign exchange
gains and losses is expected to be minimal. Based on our current
development plan, we are targeting to open a majority of the
project in the first quarter of 2010.
Other
Development Projects
When the current economic environment and access to capital
improve, we may continue exploring the possibility of developing
and operating additional properties, including integrated
resorts, in additional Asian and U.S. jurisdictions, and in
Europe.
Critical
Accounting Policies and Estimates
The preparation of our condensed consolidated financial
statements in conformity with accounting principles generally
accepted in the United States of America requires our management
to make estimates and judgments that affect the reported amounts
of assets and liabilities, revenues and expenses, and related
disclosures of contingent assets and liabilities. These
estimates are based on historical information, information that
is currently available to us and on various other assumptions
that management believes to be reasonable under the
circumstances. Actual results could vary from those estimates
and we may change our estimates and assumptions in future
evaluations. Changes in these estimates and assumptions may have
a material effect on our financial condition and results of
operations. We believe that these critical accounting policies
affect our more significant judgments and estimates used in the
preparation of our condensed consolidated financial statements.
For a discussion of our significant accounting policies and
estimates, please refer to “Management’s Discussion
and Analysis of Financial Condition and Results of
Operations” presented in our 2008 Annual Report on
Form 10-K
filed on March 2, 2009.
There were no newly identified significant accounting estimates
in the six months ended June 30, 2009, nor were there any
material changes to the critical accounting policies and
estimates discussed in our 2008 Annual Report.
Recent
Accounting Pronouncements
See related disclosure at “Item 1 —
Financial Statements — Notes to Condensed Consolidated
Financial Statements — Note 1 —
Organization and Business of Company.”
39
Table of Contents
Summary
Financial Results
The following table summarizes our results of operations:
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||
|
Percent |
Percent |
|||||||||||||||||||||||
| 2009 | 2008 | Change | 2009 | 2008 | Change | |||||||||||||||||||
| (Dollars in thousands) | ||||||||||||||||||||||||
|
Net revenues
|
$ | 1,058,700 | $ | 1,112,114 | (4.8 | )% | $ | 2,137,762 | $ | 2,191,137 | (2.4 | )% | ||||||||||||
|
Operating expenses
|
1,230,045 | 1,038,832 | 18.4 | % | 2,272,828 | 2,021,290 | 12.4 | % | ||||||||||||||||
|
Operating income (loss)
|
(171,345 | ) | 73,282 | (333.8 | )% | (135,066 | ) | 169,847 | (179.5 | )% | ||||||||||||||
|
Loss before income taxes
|
(232,751 | ) | (15,776 | ) | 1375.3 | % | (267,784 | ) | (24,336 | ) | 1000.4 | % | ||||||||||||
|
Net loss
|
(178,263 | ) | (12,994 | ) | 1271.9 | % | (214,109 | ) | (24,228 | ) | 783.7 | % | ||||||||||||
|
Net loss attributable to Las Vegas Sands Corp.
|
(175,940 | ) | (8,796 | ) | 1900.2 | % | (210,546 | ) | (20,030 | ) | 951.2 | % | ||||||||||||
| Percent of Net Revenues | ||||||||||||||||
|
Three Months |
Six Months |
|||||||||||||||
| Ended June 30, | Ended June 30, | |||||||||||||||
| 2009 | 2008 | 2009 | 2008 | |||||||||||||
|
Operating expenses
|
116.2 | % | 93.4 | % | 106.3 | % | 92.2 | % | ||||||||
|
Operating income (loss)
|
(16.2 | )% | 6.6 | % | (6.3 | )% | 7.8 | % | ||||||||
|
Loss before income taxes
|
(22.0 | )% | (1.4 | )% | (12.5 | )% | (1.1 | )% | ||||||||
|
Net loss
|
(16.8 | )% | (1.2 | )% | (10.0 | )% | (1.1 | )% | ||||||||
|
Net loss attributable to Las Vegas Sands Corp.
|
(16.6 | )% | (0.8 | )% | (9.8 | )% | (0.9 | )% | ||||||||
Operating
Results
Key
operating revenue measurements
Operating revenues at our Las Vegas Operating Properties, The
Venetian Macao and Four Seasons Macao are dependent upon the
volume of customers who stay at the hotel, which affects the
price that can be charged for hotel rooms and the volume of
table games and slot machine play. Hotel revenues are not
material for the Sands Macao; revenues at Sands Macao, as well
as Sands Bethlehem, are principally driven by casino customers
who visit the property on a daily basis.
The following are the key measurements we use to evaluate
operating revenue:
Casino revenue measurements for the
U.S.: Table games drop (“drop”) and
slot handle (“handle”) are volume measurements. Win or
hold percentage represents the percentage of drop or handle that
is won by the casino and recorded as casino revenue. Table games
drop represents the sum of markers issued (credit instruments)
less markers paid at the table, plus cash deposited in the table
drop box. Slot handle is the gross amount wagered or coins
placed into slot machines in aggregate for the period cited.
Based upon our mix of table games, our table games produce a
statistical average win percentage (calculated before discounts)
as measured as a percentage of drop of 20.0% to 22.0% and slot
machines produce a statistical average win percentage
(calculated before slot club cash incentives) as measured as a
percentage of handle generally between 6.0% and 7.0%.
Casino revenue measurements for Macau: Macau
table games are segregated into two groups, consistent with the
Macau market’s convention: Rolling Chip play (all VIP
players) and Non-Rolling Chip play (mostly non-VIP players). The
volume measurement for Rolling Chip play is non-negotiable
gaming chips wagered. The volume measurement for Non-Rolling
Chip play is table games drop as previously described. Rolling
Chip volume and Non-Rolling Chip volume are not equivalent as
Rolling Chip volume is a measure of amounts wagered versus
40
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dropped. Rolling Chip volume is substantially higher than table
games drop. Slot handle is the gross amount wagered or coins
placed into slot machines in aggregate for the period cited.
We view Rolling Chip table games win as a percentage of Rolling
Chip volume and Non-Rolling Chip table games win as a percentage
of drop. Win or hold percentage represents the percentage of
Rolling Chip volume, Non-Rolling Chip drop or slot handle that
is won by the casino and recorded as casino revenue. Based upon
our mix of table games in Macau, our Rolling Chip table games
win percentage (calculated before discounts and commissions) as
measured as a percentage of Rolling Chip volume is expected to
be 3.0% and our Non-Rolling Chip table games are expected to
produce a statistical average win percentage as measured as a
percentage of drop of 18.0% to 20.0%. Similar to Las Vegas, our
Macau slot machines produce a statistical average win percentage
as measured as a percentage of handle of generally between 6.0%
and 7.0%.
Actual win may vary from the statistical
average. Generally, slot machine play is
conducted on a cash basis. Credit-based wagering for our Las
Vegas properties was approximately 53.2% of table games revenues
for the six months ended June 30, 2009. Table games play at
our Macau properties is conducted primarily on a cash basis with
only 29.5% on a credit basis for the six months ended
June 30, 2009; however, this percentage is expected to
increase as we increase the credit extended to our junkets.
Hotel revenue measurements: Hotel occupancy
rate, which is the average percentage of available hotel rooms
occupied during a period, and average daily room rate, which is
the average price of occupied rooms per day, are used as
performance indicators. Revenue per available room represents a
summary of hotel average daily room rates and occupancy. Because
not all available rooms are occupied, average daily room rates
are normally higher than revenue per available room. Reserved
rooms where the guests do not show up for their stay and lose
their deposit may be re-sold to walk-in guests. These rooms are
considered to be occupied twice for statistical purposes due to
obtaining the original deposit and the walk-in guest revenue. In
cases where a significant number of rooms are resold, occupancy
rates may be in excess of 100% and revenue per available room
may be higher than the average daily room rate.
Three
Months Ended June 30, 2009 compared to the Three Months
Ended June 30, 2008
Operating
Revenues
Our net revenues consisted of the following:
| Three Months Ended June 30, | ||||||||||||
|
Percent |
||||||||||||
| 2009 | 2008 | Change | ||||||||||
| (Dollars in thousands) | ||||||||||||
|
Casino
|
$ | 798,053 | $ | 804,274 | (0.8 | )% | ||||||
|
Rooms
|
161,969 | 195,689 | (17.2 | )% | ||||||||
|
Food and beverage
|
87,087 | 98,050 | (11.2 | )% | ||||||||
|
Convention, retail and other
|
95,885 | 88,700 | 8.1 | % | ||||||||
| 1,142,994 | 1,186,713 | (3.7 | )% | |||||||||
|
Less — promotional allowances
|
(84,294 | ) | (74,599 | ) | 13.0 | % | ||||||
|
Total net revenues
|
$ | 1,058,700 | $ | 1,112,114 | (4.8 | )% | ||||||
Consolidated net revenues were $1.06 billion for the three
months ended June 30, 2009, a decrease of
$53.4 million as compared to $1.11 billion for the
three months ended June 30, 2008. The decrease in revenues
reflects the decline in global economic conditions, which
affected all areas of our operations. The decrease was partially
offset by a full quarter of revenues from the Four Seasons
Macao, which opened in August 2008, and an increase in our
passenger ferry service operations in Macau.
Casino revenues decreased $6.2 million as compared to the
three months ended June 30, 2008. Casino revenues at Sands
Macao and The Venetian Macao decreased $32.8 million and
$35.6 million, respectively, driven primarily by a decrease
in table games volume at Sands Macao and a decrease in the
Rolling Chip win percentage at The Venetian Macao. A
$7.4 million decrease at our Las Vegas Operating Properties
was driven by a decrease in
41
Table of Contents
table games volume and slot handle, offset by an increase in
hold percentage. These decreases were offset by revenues of
$39.6 million attributable to the Four Seasons Macao and
$30.0 million attributable to Sands Bethlehem, which opened
in May 2009. The following table summarizes the results of our
casino revenue activity:
| Three Months Ended June 30, | ||||||||||||
| 2009 | 2008 | Change | ||||||||||
| (Dollars in thousands) | ||||||||||||
|
Sands Macao
|
||||||||||||
|
Total casino revenues
|
$ | 229,402 | $ | 262,229 | (12.5 | )% | ||||||
|
Non-Rolling Chip table games drop
|
$ | 595,548 | $ | 657,722 | (9.5 | )% | ||||||
|
Non-Rolling Chip table games win percentage
|
19.4 | % | 19.5 | % | (0.1 | )pts | ||||||
|
Rolling Chip volume
|
$ | 4,711,445 | $ | 6,181,379 | (23.8 | )% | ||||||
|
Rolling Chip win percentage
|
2.90 | % | 2.82 | % | 0.08 | pts | ||||||
|
Slot handle
|
$ | 299,812 | $ | 260,494 | 15.1 | % | ||||||
|
Slot hold percentage
|
6.5 | % | 8.1 | % | (1.6 | )pts | ||||||
|
The Venetian Macao
|
||||||||||||
|
Total casino revenues
|
$ | 380,024 | $ | 415,557 | (8.6 | )% | ||||||
|
Non-Rolling Chip table games drop
|
$ | 768,905 | $ | 851,551 | (9.7 | )% | ||||||
|
Non-Rolling Chip table games win percentage
|
24.8 | % | 20.3 | % | 4.5 | pts | ||||||
|
Rolling Chip volume
|
$ | 9,896,202 | $ | 9,892,814 | 0.0 | % | ||||||
|
Rolling Chip win percentage
|
2.28 | % | 3.01 | % | (0.73 | )pts | ||||||
|
Slot handle
|
$ | 535,310 | $ | 447,019 | 19.8 | % | ||||||
|
Slot hold percentage
|
7.5 | % | 8.1 | % | (0.6 | )pts | ||||||
|
Four Seasons Macao
|
||||||||||||
|
Total casino revenues
|
$ | 39,593 | $ | — | — | % | ||||||
|
Non-Rolling Chip table games drop
|
$ | 80,777 | $ | — | — | % | ||||||
|
Non-Rolling Chip table games win percentage
|
27.3 | % | — | % | — | pts | ||||||
|
Rolling Chip volume
|
$ | 566,060 | $ | — | — | % | ||||||
|
Rolling Chip win percentage
|
3.27 | % | — | % | — | pts | ||||||
|
Slot handle
|
$ | 56,099 | $ | — | — | % | ||||||
|
Slot hold percentage
|
6.0 | % | — | % | — | pts | ||||||
|
Las Vegas Operating Properties
|
||||||||||||
|
Total casino revenues
|
$ | 119,068 | $ | 126,488 | (5.9 | )% | ||||||
|
Table games drop
|
$ | 386,124 | $ | 408,224 | (5.4 | )% | ||||||
|
Table games win percentage
|
19.3 | % | 20.5 | % | (1.2 | )pts | ||||||
|
Slot handle
|
$ | 668,625 | $ | 916,064 | (27.0 | )% | ||||||
|
Slot hold percentage
|
7.2 | % | 5.5 | % | 1.7 | pts | ||||||
|
Sands Bethlehem
|
||||||||||||
|
Total casino revenues
|
$ | 29,966 | $ | — | — | % | ||||||
|
Slot handle
|
$ | 369,594 | $ | — | — | % | ||||||
|
Slot hold percentage
|
8.1 | % | — | % | — | pts | ||||||
In our experience, average win percentages remain steady when
measured over extended periods of time, but can vary
considerably within shorter time periods as a result of the
statistical variances that are associated with games of chance
in which large amounts are wagered.
Room revenues decreased $33.7 million as compared to the
three months ended June 30, 2008. Room revenues decreased
as room rates were reduced to maintain occupancy at our Las
Vegas Operating Properties and at The Venetian Macao. This
decrease was partially offset by revenues attributable to Four
Seasons Macao of $4.2 million.
42
Table of Contents
The suites at Sands Macao are primarily provided as comps to
casino patrons and therefore revenues of $6.4 million and
$6.8 million for the three months ended June 30, 2009
and 2008, respectively, and related statistics have not been
included in the following table, which summarizes the results of
our room revenue activity:
| Three Months Ended June 30, | ||||||||||||
| 2009 | 2008 | Change | ||||||||||
| (Room revenues in thousands) | ||||||||||||
|
Las Vegas Operating Properties
|
||||||||||||
|
Total room revenues
|
$ | 112,821 | $ | 142,425 | (20.8 | )% | ||||||
|
Average daily room rate
|
$ | 196 | $ | 244 | (19.7 | )% | ||||||
|
Occupancy rate
|
90.0 | % | 91.6 | % | (1.6 | )pts | ||||||
|
Revenue per available room
|
$ | 176 | $ | 224 | (21.4 | )% | ||||||
|
The Venetian Macao
|
||||||||||||
|
Total room revenues
|
$ | 38,460 | $ | 46,483 | (17.3 | )% | ||||||
|
Average daily room rate
|
$ | 201 | $ | 225 | (10.7 | )% | ||||||
|
Occupancy rate
|
76.2 | % | 80.2 | % | (4.0 | )pts | ||||||
|
Revenue per available room
|
$ | 153 | $ | 180 | (15.0 | )% | ||||||
|
Four Seasons Macao
|
||||||||||||
|
Total room revenues
|
$ | 4,244 | $ | — | — | % | ||||||
|
Average daily room rate
|
$ | 291 | $ | — | — | % | ||||||
|
Occupancy rate
|
44.5 | % | — | % | — | pts | ||||||
|
Revenue per available room
|
$ | 130 | $ | — | — | % | ||||||
Food and beverage revenues decreased $11.0 million as
compared to the three months ended June 30, 2008. Of the
decrease, $9.4 million was attributable to our Las Vegas
Operating Properties, due primarily to a decrease in banquet and
in-suite dining operations.
Convention, retail and other revenues increased
$7.2 million as compared to the three months ended
June 30, 2008. The increase is due primarily to an increase
of $8.7 million driven by our passenger ferry service
operations in Macau as we increased the frequency of sailings
and commenced night sailings in the summer of 2008, as well as
$6.6 million attributable to the mall at Four Seasons
Macao. These increases were partially offset by decreases at our
Las Vegas Operating Properties, Sands Macao and The Venetian
Macao due to the decline in economic conditions.
Operating
Expenses
Our operating expenses consisted of the following:
| Three Months Ended June 30, | ||||||||||||
|
Percent |
||||||||||||
| 2009 | 2008 | Change | ||||||||||
| (Dollars in thousands) | ||||||||||||
|
Casino
|
$ | 532,476 | $ | 539,626 | (1.3 | )% | ||||||
|
Rooms
|
31,524 | 39,946 | (21.1 | )% | ||||||||
|
Food and beverage
|
44,819 | 49,503 | (9.5 | )% | ||||||||
|
Convention, retail and other
|
63,234 | 50,642 | 24.9 | % | ||||||||
|
Provision for doubtful accounts
|
20,707 | 5,969 | 246.9 | % | ||||||||
|
General and administrative
|
123,800 | 147,906 | (16.3 | )% | ||||||||
|
Corporate expense
|
64,307 | 33,602 | 91.4 | % | ||||||||
|
Rental expense
|
7,877 | 8,072 | (2.4 | )% | ||||||||
|
Pre-opening expense
|
41,830 | 38,103 | 9.8 | % | ||||||||
|
Development expense
|
10 | 4,459 | (99.8 | )% | ||||||||
|
Depreciation and amortization
|
143,633 | 119,101 | 20.6 | % | ||||||||
|
Impairment loss
|
151,175 | — | — | % | ||||||||
|
Loss on disposal of assets
|
4,653 | 1,903 | 144.5 | % | ||||||||
|
Total operating expenses
|
$ | 1,230,045 | $ | 1,038,832 | 18.4 | % | ||||||
43
Table of Contents
Operating expenses were $1.23 billion for the three months
ended June 30, 2009, an increase of $191.2 million as
compared to the three months ended June 30, 2008. The
increase in operating expenses was primarily attributable to
recognizing impairment losses, a legal settlement and increases
in our provision for doubtful accounts and depreciation and
amortization costs, as more fully described below.
Casino expenses decreased $7.2 million as compared to the
three months ended June 30, 2008. The decrease was driven
by the decrease in casino revenues noted above and our
cost-cutting measures, including a decrease of
$21.3 million and $21.0 million in the 39.0% gross win
tax on casino revenues at Sands Macao and The Venetian Macao,
respectively, and a decrease of $9.2 million at our Las
Vegas Operating Properties. These decreases were offset by
$27.8 million and $21.0 million in casino expenses at
Four Seasons Macao and Sands Bethlehem, respectively.
Room expense decreased $8.4 million and food and beverage
expense decreased $4.7 million as compared to the three
months ended June 30, 2008. These decreases were driven by
the associated decreases in the related revenues described
above, as well as our cost-cutting measures.
Convention, retail and other expense increased
$12.6 million as compared to the three months ended
June 30, 2008. Of the increase, $7.3 million was
driven by the increase in our passenger ferry service operations
in Macau and $1.6 million was attributable to the Four
Seasons Macao.
The provision for doubtful accounts was $20.7 million for
the three months ended June 30, 2009, as compared to
$6.0 million for the three months ended June 30, 2008.
The increase was due primarily to an $8.3 million increase
in provisions for gaming receivables and a $4.6 million
increase in provisions for mall receivables, primarily due to
the current economic conditions. The amount of this provision
can vary over short periods of time because of factors specific
to the customers who owe us money at any given time. We believe
that the amount of our provision for doubtful accounts in the
future will depend upon the state of the economy, our credit
standards, our risk assessments and the judgment of our
employees responsible for granting credit.
General and administrative expenses decreased $24.1 million
as compared to the three months ended June 30, 2008. A
$38.5 million decrease across our operating properties was
driven by our cost-cutting measures, with $12.4 million and
$13.3 million at our Las Vegas Operating Properties and The
Venetian Macao, respectively. The decrease was partially offset
by expenses of $7.6 million and $6.8 million
attributable to Four Season Macao and Sands Bethlehem,
respectively.
Corporate expense increased $30.7 million as compared to
the three months ended June 30, 2008. The increase was
attributable to a $42.5 million legal settlement (see
“Item 1 — Financial Statements —
Notes to Condensed Consolidated Financial Statements —
Note 8 — Commitments and Contingencies”),
partially offset by decreases of $6.6 million in
payroll-related expenses and $5.2 million of other
corporate general and administrative costs driven by our
cost-cutting measures.
Pre-opening expenses were $41.8 million for the three
months ended June 30, 2009, as compared to
$38.1 million for the three months ended June 30,
2008. Pre-opening expense represents personnel and other costs
incurred prior to the opening of new ventures, which are
expensed as incurred. Pre-opening expenses for the three months
ended June 30, 2009, were primarily related to activities
at Marina Bay Sands and Sands Bethlehem, as well as costs
associated with suspension activities at our other Cotai Strip
properties. Development expenses, which were not material during
the three months ended June 30, 2009 and 2008, include the
costs associated with the Company’s evaluation and pursuit
of new business opportunities, which are also expensed as
incurred.
Depreciation and amortization expense increased
$24.5 million as compared to the three months ended
June 30, 2008. The increase was primarily the result of the
openings of Four Seasons Macao and Sands Bethlehem, which
contributed $12.7 million and $3.1 million,
respectively, in depreciation expense. Additionally, increases
of $3.9 million and $2.4 million were attributable to
The Venetian Macao and The Palazzo, respectively, as both
properties had unopened areas during the three months ended
June 30, 2008.
Impairment loss was $151.2 million for the three months
ended June 30, 2009, of which $94.0 million related to
a reduction in the expected proceeds to be received from the
sale of The Shoppes at The Palazzo and $57.2 million
44
Table of Contents
related to our indefinite suspension of plans to expand the
Sands Expo Center (see “Item 1 — Financial
Statements — Notes to Condensed Consolidated Financial
Statements — Note 2 — Property and
Equipment, Net”).
Adjusted
EBITDAR
Adjusted EBITDAR is used by management as the primary measure of
the operating performance of our segments. Adjusted EBITDAR is
net loss attributable to Las Vegas Sands Corp. before interest,
income taxes, depreciation and amortization, pre-opening
expense, development expense, other income (expense), loss on
early retirement of debt, impairment loss, loss on disposal of
assets, rental expense, corporate expense, stock-based
compensation expense and noncontrolling interest. The following
table summarizes information related to our segments (see
“Item 1 — Financial Statements
— Notes to Condensed Consolidated Financial
Statements — Note 9 — Segment
Information” for discussion of our operating segments and a
reconciliation of adjusted EBITDAR to net loss):
| Three Months Ended June 30, | ||||||||||||
|
Percent |
||||||||||||
| 2009 | 2008 | Change | ||||||||||
| (Dollars in thousands) | ||||||||||||
|
United States:
|
||||||||||||
|
Las Vegas Operating Properties
|
$ | 78,110 | $ | 106,620 | (26.7 | )% | ||||||
|
Sands Bethlehem
|
2,837 | — | — | % | ||||||||
|
Macau:
|
||||||||||||
|
Sands Macao
|
61,049 | 54,074 | 12.9 | % | ||||||||
|
The Venetian Macao
|
109,974 | 140,155 | (21.5 | )% | ||||||||
|
Four Season Macao
|
5,563 | — | — | % | ||||||||
|
Other Asia
|
(9,891 | ) | (12,976 | ) | (23.8 | )% | ||||||
|
Total adjusted EBITDAR
|
$ | 247,642 | $ | 287,873 | (14.0 | )% | ||||||
Adjusted EBITDAR across our operating properties includes the
savings benefits from our cost-cutting measures, which
management expects to generate approximately $500 million
in total annualized savings across our operations, driven
primarily by decreases in payroll-related expenses. These
cost-cutting measures, which we anticipate will be fully
implemented by the end of 2009, are expected to generate
annualized savings of approximately $200 million in Las
Vegas and approximately $300 million in Macau. Management
believes that these cost savings will provide enhanced operating
leverage once the global economy improves.
Adjusted EBITDAR at our Las Vegas Operating Properties decreased
$28.5 million as compared to the three months ended
June 30, 2008. The decrease was primarily due to a decrease
in net revenues of $57.4 million, partially offset by
decreases in the associated operating expenses and the decrease
of $12.4 million in general and administrative expenses
driven by our cost-cutting measures, of which $5.9 million
were payroll-related expenses.
Adjusted EBITDAR at Sands Macao increased $7.0 million as
compared to the three months ended June 30, 2008. The
increase was primarily due to a $6.5 million decrease in
general and administrative expenses driven by our cost-cutting
measures, as decreases in revenues were offset by decreases in
the associated operating expenses.
Adjusted EBITDAR at The Venetian Macao decreased
$30.2 million as compared to the three months ended
June 30, 2008. The decrease was primarily due to a decrease
in net revenues of $50.5 million, partially offset by
decreases in the associated operating expenses and the decrease
in general and administrative expenses of $13.3 million
driven by our cost-cutting measures, of which $8.0 million
were payroll-related expenses.
Adjusted EBITDAR in our Other Asia segment increased
$3.1 million as compared to the three months ended
June 30, 2008. As previously described, our passenger ferry
service operations increased due to the increased number of
sailings.
Adjusted EBITDAR at Four Seasons Macao and Sands Bethlehem do
not have a comparable prior-year period. Results of the
operations of Four Seasons Macao and Sands Bethlehem are as
previously described.
45
Table of Contents
Interest
Expense
The following table summarizes information related to interest
expense on long-term debt:
| Three Months Ended June 30, | ||||||||
| 2009 | 2008 | |||||||
| (Dollars in thousands) | ||||||||
|
Interest cost (which includes the amortization of deferred
financing costs and original issue discount)
|
$ | 78,989 | $ | 120,111 | ||||
|
Less — capitalized interest
|
(14,118 | ) | (31,637 | ) | ||||
|
Interest expense, net
|
$ | 64,871 | $ | 88,474 | ||||
|
Cash paid for interest
|
$ | 70,823 | $ | 108,053 | ||||
|
Average total debt balance
|
$ | 10,636,528 | $ | 8,584,174 | ||||
|
Weighted average interest rate
|
2.97 | % | 5.60 | % | ||||
Interest cost decreased $41.1 million as compared to the
three months ended June 30, 2008, resulting from a decrease
in the weighted average interest rate, partially offset by an
increase in our average long-term debt balances. Capitalized
interest decreased $17.5 million as compared to
June 30, 2008, primarily due to the suspension of our Cotai
Strip developments, the completion of Four Seasons Macao and the
decrease in the weighted average interest rate. Leasehold
interest in land payments made in Macau and Singapore are not
considered qualifying assets and as such, are not included in
the base amount used to determine capitalized interest.
Other
Factors Effecting Earnings
Other income was $0.8 million for the three months ended
June 30, 2009, as compared to other expense of
$3.7 million for the three months ended June 30, 2008.
The income during the three months ended June 30, 2009, was
primarily attributable to $1.2 million of foreign exchange
gains, partially offset by a decrease of $0.1 million in
the fair value of our interest rate cap agreements held in
Singapore.
Our effective income tax rate was a beneficial rate of 23.4% for
the three months ended June 30, 2009, as compared to a
beneficial rate of 17.6% for the three months ended
June 30, 2008. The effective tax rate for the three months
ended June 30, 2009, includes a tax benefit related to
domestic impairments of property and equipment, and a zero
percent tax rate from our Macau gaming operations due to our
income tax exemption in Macau, which is set to expire in 2013.
The non-deductible pre-opening expenses of foreign subsidiaries
and the non-realizable net operating losses in foreign
jurisdictions unfavorably impacted our effective tax rate.
Six
Months Ended June 30, 2009 compared to the Six Months Ended
June 30, 2008
Operating
Revenues
Our net revenues consisted of the following:
| Six Months Ended June 30, | ||||||||||||
|
Percent |
||||||||||||
| 2009 | 2008 | Change | ||||||||||
| (Dollars in thousands) | ||||||||||||
|
Casino
|
$ | 1,595,978 | $ | 1,599,715 | (0.2 | )% | ||||||
|
Rooms
|
336,357 | 386,378 | (12.9 | )% | ||||||||
|
Food and beverage
|
174,395 | 181,290 | (3.8 | )% | ||||||||
|
Convention, retail and other
|
209,372 | 167,558 | 25.0 | % | ||||||||
| 2,316,102 | 2,334,941 | (0.8 | )% | |||||||||
|
Less — promotional allowances
|
(178,340 | ) | (143,804 | ) | 24.0 | % | ||||||
|
Total net revenues
|
$ | 2,137,762 | $ | 2,191,137 | (2.4 | )% | ||||||
46
Table of Contents
Consolidated net revenues were $2.14 billion for the six
months ended June 30, 2009, a decrease of
$53.4 million as compared to $2.19 billion for the six
months ended June 30, 2008. The decrease in revenues
reflects the decline in global economic conditions, which
affected all areas of our operations. The decrease was partially
offset by a full six months of revenues from the Four Seasons
Macao, which opened in August 2008, and an increase in our
passenger ferry service operations in Macau.
Casino revenues decreased $3.7 million as compared to the
six months ended June 30, 2008. Casino revenues at Sands
Macao decreased $77.7 million driven primarily by a
decrease in table games volume and The Venetian Macao decreased
$5.6 million driven by a decrease in Rolling Chip win
percentage, partially offset by an increase in Non-Rolling Chip
win percentage. A $25.4 million decrease at our Las Vegas
Operating Properties was driven primarily by a decrease in table
games win percentage. These decreases were offset by
$75.0 million and $30.0 million attributable to the
openings of Four Seasons Macao and Sands Bethlehem,
respectively. The following table summarizes the results of our
casino revenue activity:
| Six Months Ended June 30, | ||||||||||||
| 2009 | 2008 | Change | ||||||||||
| (Dollars in thousands) | ||||||||||||
|
Sands Macao
|
||||||||||||
|
Total casino revenues
|
$ | 448,876 | $ | 526,589 | (14.8 | )% | ||||||
|
Non-Rolling Chip table games drop
|
$ | 1,208,412 | $ | 1,381,277 | (12.5 | )% | ||||||
|
Non-Rolling Chip table games win percentage
|
19.1 | % | 19.8 | % | (0.7 | )pts | ||||||
|
Rolling Chip volume
|
$ | 9,845,293 | $ | 11,789,777 | (16.5 | )% | ||||||
|
Rolling Chip win percentage
|
2.74 | % | 2.69 | % | 0.05 | pts | ||||||
|
Slot handle
|
$ | 577,248 | $ | 513,992 | 12.3 | % | ||||||
|
Slot hold percentage
|
6.7 | % | 8.2 | % | (1.5 | )pts | ||||||
|
The Venetian Macao
|
||||||||||||
|
Total casino revenues
|
$ | 793,252 | $ | 798,806 | (0.7 | )% | ||||||
|
Non-Rolling Chip table games drop
|
$ | 1,623,251 | $ | 1,731,621 | (6.3 | )% | ||||||
|
Non-Rolling Chip table games win percentage
|
23.2 | % | 19.9 | % | 3.3 | pts | ||||||
|
Rolling Chip volume
|
$ | 18,590,090 | $ | 18,599,824 | (0.1 | )% | ||||||
|
Rolling Chip win percentage
|
2.69 | % | 2.99 | % | (0.30 | )pts | ||||||
|
Slot handle
|
$ | 1,093,814 | $ | 819,938 | 33.4 | % | ||||||
|
Slot hold percentage
|
7.5 | % | 8.3 | % | (0.8 | )pts | ||||||
|
Four Seasons Macao
|
||||||||||||
|
Total casino revenues
|
$ | 74,997 | $ | — | — | % | ||||||
|
Non-Rolling Chip table games drop
|
$ | 167,489 | $ | — | — | % | ||||||
|
Non-Rolling Chip table games win percentage
|
25.2 | % | — | % | — | pts | ||||||
|
Rolling Chip volume
|
$ | 1,125,178 | $ | — | — | % | ||||||
|
Rolling Chip win percentage
|
3.18 | % | — | % | — | pts | ||||||
|
Slot handle
|
$ | 100,022 | $ | — | — | % | ||||||
|
Slot hold percentage
|
5.7 | % | — | % | — | pts | ||||||
|
Las Vegas Operating Properties
|
||||||||||||
|
Total casino revenues
|
$ | 248,887 | $ | 274,320 | (9.3 | )% | ||||||
|
Table games drop
|
$ | 830,571 | $ | 864,803 | (4.0 | )% | ||||||
|
Table games win percentage
|
20.0 | % | 23.1 | % | (3.1 | )pts | ||||||
|
Slot handle
|
$ | 1,374,526 | $ | 1,732,283 | (20.7 | )% | ||||||
|
Slot hold percentage
|
7.1 | % | 5.7 | % | 1.4 | pts | ||||||
|
Sands Bethlehem
|
||||||||||||
|
Total casino revenues
|
$ | 29,966 | $ | — | — | % | ||||||
|
Slot handle
|
$ | 369,594 | $ | — | — | % | ||||||
|
Slot hold percentage
|
8.1 | % | — | % | — | pts | ||||||
47
Table of Contents
In our experience, average win percentages remain steady when
measured over extended periods of time, but can vary
considerably within shorter time periods as a result of the
statistical variances that are associated with games of chance
in which large amounts are wagered.
Room revenues decreased $50.0 million as compared to the
six months ended June 30, 2008. Room revenues decreased as
room rates were reduced to maintain occupancy at our Las Vegas
Operating Properties and at The Venetian Macao. This decrease
was partially offset by revenues attributable to Four Seasons
Macao of $7.9 million. The suites at Sands Macao are
primarily provided as comps to casino patrons and therefore
revenues of $13.1 million and $13.5 million for the
six months ended June 30, 2009 and 2008, respectively, and
related statistics have not been included in the following
table, which summarizes the results of our room revenue activity:
| Six Months Ended June 30, | ||||||||||||
| 2009 | 2008 | Change | ||||||||||
| (Room revenues in thousands) | ||||||||||||
|
Las Vegas Operating Properties
|
||||||||||||
|
Total room revenues
|
$ | 235,770 | $ | 278,666 | (15.4 | )% | ||||||
|
Average daily room rate
|
$ | 205 | $ | 253 | (19.0 | )% | ||||||
|
Occupancy rate
|
90.4 | % | 89.1 | % | 1.3 | pts | ||||||
|
Revenue per available room
|
$ | 185 | $ | 226 | (18.1 | )% | ||||||
|
The Venetian Macao
|
||||||||||||
|
Total room revenues
|
$ | 79,533 | $ | 94,173 | (15.5 | )% | ||||||
|
Average daily room rate
|
$ | 209 | $ | 228 | (8.3 | )% | ||||||
|
Occupancy rate
|
76.7 | % | 79.4 | % | (2.7 | )pts | ||||||
|
Revenue per available room
|
$ | 160 | $ | 181 | (11.6 | )% | ||||||
|
Four Seasons Macao
|
||||||||||||
|
Total room revenues
|
$ | 7,935 | $ | — | — | % | ||||||
|
Average daily room rate
|
$ | 293 | $ | — | — | % | ||||||
|
Occupancy rate
|
41.5 | % | — | % | — | pts | ||||||
|
Revenue per available room
|
$ | 122 | $ | — | — | % | ||||||
Food and beverage revenues decreased $6.9 million as
compared to the six months ended June 30, 2008. Revenues
decreased $16.4 million across our operating properties,
with $8.0 million of the decrease at Sands Macao. This
decrease was partially offset by revenues attributable to Four
Seasons Macao of $6.5 million and Sands Bethlehem of
$3.0 million.
Convention, retail and other revenues increased
$41.8 million as compared to the six months ended
June 30, 2008. The increase is due primarily to an increase
of $21.8 million driven by our passenger ferry service
operations in Macau as we increased the frequency of sailings
and commenced night sailings in the summer of 2008, as well as
$14.7 million attributable to the mall at Four Seasons
Macao.
48
Table of Contents
Operating
Expenses
Our operating expenses consisted of the following:
| Six Months Ended June 30, | ||||||||||||
|
Percent |
||||||||||||
| 2009 | 2008 | Change | ||||||||||
| (Dollars in thousands) | ||||||||||||
|
Casino
|
$ | 1,081,373 | $ | 1,059,094 | 2.1 | % | ||||||
|
Rooms
|
65,291 | 80,227 | (18.6 | )% | ||||||||
|
Food and beverage
|
87,461 | 90,543 | (3.4 | )% | ||||||||
|
Convention, retail and other
|
122,477 | 95,609 | 28.1 | % | ||||||||
|
Provision for doubtful accounts
|
41,717 | 14,101 | 195.8 | % | ||||||||
|
General and administrative
|
245,103 | 290,859 | (15.7 | )% | ||||||||
|
Corporate expense
|
87,731 | 59,139 | 48.3 | % | ||||||||
|
Rental expense
|
15,806 | 17,136 | (7.8 | )% | ||||||||
|
Pre-opening expense
|
86,764 | 64,693 | 34.1 | % | ||||||||
|
Development expense
|
264 | 10,351 | (97.4 | )% | ||||||||
|
Depreciation and amortization
|
282,882 | 232,514 | 21.7 | % | ||||||||
|
Impairment loss
|
151,175 | — | — | % | ||||||||
|
Loss on disposal of assets
|
4,784 | 7,024 | (31.9 | )% | ||||||||
|
Total operating expenses
|
$ | 2,272,828 | $ | 2,021,290 | 12.4 | % | ||||||
Operating expenses were $2.27 billion for the six months
ended June 30, 2009, an increase of $251.5 million as
compared to $2.02 billion for the six months ended
June 30, 2008. The increase in operating expenses was
primarily attributable to recognizing impairment losses, a legal
settlement and increases in our passenger ferry service
operations, provision for doubtful accounts, pre-opening
expenses, and depreciation and amortization costs, as more fully
described below.
Casino expenses increased $22.3 million as compared to the
six months ended June 30, 2008. The increase was
attributable to the openings of Four Seasons Macao and Sands
Bethlehem, which contributed $53.5 million and
$21.0 million in casino expenses, respectively. This
increase was partially offset by decreases driven by the
decrease in casino revenues noted above and our cost-cutting
measures, including a decrease of $38.2 million and
$5.1 million in the 39.0% gross win tax on casino revenues
at Sands Macao and The Venetian Macao, respectively, and a
decrease of $11.2 million at our Las Vegas Operating
Properties.
Rooms expense decreased $14.9 million and food and beverage
expense decreased $3.1 million as compared to the six
months ended June 30, 2008. These decreases were driven by
the associated decreases in the related revenues described
above, as well as our cost-cutting measures.
Convention, retail and other expense increased
$26.9 million as compared to the six months ended
June 30, 2008. Of the increase, $18.1 million was
driven by the increase in our passenger ferry service operations
in Macau and $3.6 million was attributable to the opening
of Four Seasons Macao.
The provision for doubtful accounts was $41.7 million for
the six months ended June 30, 2009, compared to
$14.1 million for the six months ended June 30, 2008.
The increase was due primarily to a $20.1 million increase
in provisions for gaming receivables, driven by a
$9.0 million provision for one customer and an increase due
to the current economic conditions. The amount of this provision
can vary over short periods of time because of factors specific
to the customers who owe us money at any given time. We believe
that the amount of our provision for doubtful accounts in the
future will depend upon the state of the economy, our credit
standards, our risk assessments and the judgment of our
employees responsible for granting credit.
General and administrative expenses decreased $45.8 million
as compared to the six months ended June 30, 2008. The
decrease was primarily attributable to a $68.0 million
decrease across our operating properties driven by
49
Table of Contents
our cost-cutting measures, with $28.1 million at The
Venetian Macao. The decrease was partially offset by expenses of
$15.4 million and $6.8 million at Four Season Macao
and Sands Bethlehem, respectively.
Corporate expense increased $28.6 million as compared to
the six months ended June 30, 2008. The increase was
attributable to a $42.5 million legal settlement (see
“Item 1 — Financial Statements —
Notes to Condensed Consolidated Financial Statements —
Note 8 — Commitments and Contingencies”) and
a related increase in legal fees of $3.2 million, partially
offset by decreases of $7.5 million in payroll-related
expenses and $9.6 million of other corporate general and
administrative costs driven by our cost-cutting measures.
Pre-opening expenses were $86.8 million for the six months
ended June 30, 2009, as compared to $64.7 million for
the six months ended June 30, 2008. Pre-opening expense
represents personnel and other costs incurred prior to the
opening of new ventures, which are expensed as incurred.
Pre-opening expenses for the six months ended June 30,
2009, were primarily related to activities at Marina Bay Sands
and Sands Bethlehem, as well as costs associated with suspension
activities at our other Cotai Strip properties. Development
expenses, which were not material for the six months ended
June 30, 2009 and 2008, include the costs associated with
the Company’s evaluation and pursuit of new business
opportunities, which are also expensed as incurred.
Depreciation and amortization expense increased
$50.4 million as compared to the six months ended
June 30, 2008. The increase was primarily the result of the
openings of Four Seasons Macao and Sands Bethlehem, which
contributed $24.6 million and $3.1 million,
respectively, in depreciation expense. Additionally, increases
of $7.0 million and $9.1 million were attributable to
The Venetian Macao and The Palazzo, respectively, as both
properties had unopened areas during the six months ended
June 30, 2008.
Impairment loss was $151.2 million for the six months ended
June 30, 2009, of which $94.0 million related to a
reduction in the expected proceeds to be received from the sale
of The Shoppes at The Palazzo and $57.2 million related to
our indefinite suspension of plans to expand the Sands Expo
Center (see “Item 1 — Financial
Statements — Notes to Condensed Consolidated Financial
Statements — Note 2 — Property and
Equipment, Net”).
Adjusted
EBITDAR
Adjusted EBITDAR is used by management as the primary measure of
the operating performance of our segments. Adjusted EBITDAR is
net loss attributable to Las Vegas Sands Corp. before interest,
income taxes, depreciation and amortization, pre-opening
expense, development expense, other income (expense), loss on
early retirement of debt, impairment loss, loss on disposal of
assets, rental expense, corporate expense, stock-based
compensation expense and noncontrolling interest. The following
table summarizes information related to our segments (see
“Item 1 — Financial Statements
— Notes to Condensed Consolidated Financial
Statements — Note 9 — Segment
Information” for discussion of our operating segments and a
reconciliation of adjusted EBITDAR to net loss:
| Six Months Ended June 30, | ||||||||||||
|
Percent |
||||||||||||
| 2009 | 2008 | Change | ||||||||||
| (Dollars in thousands) | ||||||||||||
|
United States:
|
||||||||||||
|
Las Vegas Operating Properties
|
$ | 167,884 | $ | 229,181 | (26.7 | )% | ||||||
|
Sands Bethlehem
|
2,837 | — | — | % | ||||||||
|
Macau:
|
||||||||||||
|
Sands Macao
|
111,407 | 119,692 | (6.9 | )% | ||||||||
|
The Venetian Macao
|
231,460 | 250,490 | (7.6 | )% | ||||||||
|
Four Seasons Macao
|
9,931 | — | — | % | ||||||||
|
Other Asia
|
(15,901 | ) | (23,238 | ) | (31.6 | )% | ||||||
|
Total adjusted EBITDAR
|
$ | 507,618 | $ | 576,125 | (11.9 | )% | ||||||
Adjusted EBITDAR across our operating properties includes the
savings benefits from our cost-cutting measures, which
management expects to generate approximately $500 million
in total annualized savings across
50
Table of Contents
our operations, driven primarily by decreases in payroll-related
expenses. These cost-cutting measures, which we anticipate will
be fully implemented by the end of 2009, are expected to
generate annualized savings of approximately $200 million
in Las Vegas and approximately $300 million in Macau.
Management believes that these cost savings will provide
enhanced operating leverage once the global economy improves.
Adjusted EBITDAR at our Las Vegas Operating Properties decreased
$61.3 million as compared to the six months ended
June 30, 2008. The decrease was primarily due to a decrease
in net revenues of $91.5 million, partially offset by
decreases in the associated operating expenses and a decrease of
$13.3 million in general and administrative expenses driven
by our cost-cutting measures, of which $10.0 million were
payroll-related expenses.
Adjusted EBITDAR at Sands Macao decreased $8.3 million as
compared to the six months ended June 30, 2008. The
decrease was primarily due to a decrease of $13.6 million
in general and administrative expenses driven by our
cost-cutting measures, as decreases in revenues were offset by
decreases in the associated operating expenses.
Adjusted EBITDAR at The Venetian Macao decreased
$19.0 million as compared to the six months ended
June 30, 2008. The decrease was primarily due to a decrease
in net revenues of $22.5 million, partially offset by
decreases in the associated operating expenses and a decrease of
$28.1 million in general and administrative expenses driven
by our cost-cutting measures, of which $13.0 million were
payroll-related expenses.
Adjusted EBITDAR in our Other Asia segment increased
$7.3 million as compared to the six months ended
June 30, 2008. As previously described, our passenger ferry
service operations increased due to the increased number of
sailings.
Adjusted EBITDAR at Four Seasons Macao and Sands Bethlehem do
not have a comparable prior-year period. Results of the
operations of Four Seasons Macao and Sands Bethlehem are as
previously described.
Interest
Expense
The following table summarizes information related to interest
expense on long-term debt:
| Six Months Ended June 30, | ||||||||
| 2009 | 2008 | |||||||
| (Dollars in thousands) | ||||||||
|
Interest cost (which includes the amortization of deferred
financing costs and original issue discount)
|
$ | 164,159 | $ | 265,394 | ||||
|
Less — capitalized interest
|
(28,170 | ) | (62,220 | ) | ||||
|
Interest expense, net
|
$ | 135,989 | $ | 203,174 | ||||
|
Cash paid for interest
|
$ | 155,651 | $ | 239,960 | ||||
|
Average total debt balance
|
$ | 10,553,475 | $ | 8,332,448 | ||||
|
Weighted average interest rate
|
3.11 | % | 6.37 | % | ||||
Interest cost decreased $101.2 million as compared to the
six months ended June 30, 2008, resulting from a decrease
in the weighted average interest rate, partially offset by an
increase in our average long-term debt balances. Capitalized
interest decreased $34.1 million as compared to the six
months ended June 30, 2008, primarily due to the suspension
of our Cotai Strip developments, the completion of Four Seasons
Macao and the decrease in the weighted average interest rate.
Leasehold interest in land payments made in Macau and Singapore
are not considered qualifying assets and as such, are not
included in the base amount used to determine capitalized
interest.
Other
Factors Effecting Earnings
Other expense was $5.0 million for the six months ended
June 30, 2009, as compared to other income of
$4.4 million for the six months ended June 30, 2008.
The expense during the six months ended June 30, 2009, was
primarily attributable to a decrease in the fair value of our
interest rate cap agreements held in Singapore, as well as the
write-off of deferred financing fees related to a potential
refinancing of our Macau credit facility.
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Table of Contents
Our effective income tax rate was a beneficial rate of 20.0% for
the six months ended June 30, 2009, as compared to a
beneficial rate of 0.4% for the six months ended June 30,
2008. The effective tax rate for the six months ended
June 30, 2009, includes a tax benefit related to domestic
impairments of property and equipment, and a zero percent tax
rate from our Macau gaming operations due to our income tax
exemption in Macau, which is set to expire in 2013. The
non-deductible pre-opening expenses of foreign subsidiaries and
the non-realizable net operating losses in foreign jurisdictions
unfavorably impacted our effective tax rate.
Liquidity
and Capital Resources
Cash
Flows — Summary
Our cash flows consisted of the following:
| Six Months Ended June 30, | ||||||||
| 2009 | 2008 | |||||||
| (In thousands) | ||||||||
|
Net cash provided by operations
|
$ | 307,846 | $ | 193,392 | ||||
|
Investing cash flows:
|
||||||||
|
Capital expenditures
|
(1,022,534 | ) | (1,910,331 | ) | ||||
|
Change in restricted cash
|
3,821 | 250,592 | ||||||
|
Deposit for potential gaming application included in other assets
|
— | (25,000 | ) | |||||
|
Net cash used in investing activities
|
(1,018,713 | ) | (1,684,739 | ) | ||||
|
Financing cash flows:
|
||||||||
|
Dividends paid to preferred stockholders
|
(47,997 | ) | — | |||||
|
Proceeds from long term-debt
|
504,379 | 2,955,903 | ||||||
|
Repayments of long-term debt
|
(194,636 | ) | (1,689,139 | ) | ||||
|
Other
|
(4,403 | ) | 161,255 | |||||
|
Net cash provided by financing activities
|
257,343 | 1,428,019 | ||||||
|
Effect of exchange rate on cash
|
394 | 7,948 | ||||||
|
Net decrease in cash and cash equivalents
|
$ | (453,130 | ) | $ | (55,380 | ) | ||
Cash
Flows — Operating Activities
Table games play at our Las Vegas Operating Properties is
conducted on a cash and credit basis while table games play at
our Macau properties is conducted primarily on a cash basis.
Slot machine play is primarily conducted on a cash basis. The
retail hotel rooms business is generally conducted on a cash
basis, the group hotel rooms business is conducted on a cash and
credit basis, and banquet business is conducted primarily on a
credit basis resulting in operating cash flows being generally
affected by changes in operating income and accounts receivable.
Net cash provided by operating activities increased
$114.5 million as compared to the six months ended
June 30, 2008. The increase was attributable to the
collection of a $70.6 million federal income tax refund and
a decrease in accounts receivable attributable to more efficient
collection of current period operating revenues, as well as the
collection of prior period receivables. This increase was offset
by a decrease in operating income (as previously described) as
compared to the six months ended June 30, 2008.
Cash
Flows — Investing Activities
Capital expenditures totaled $1.02 billion for the six
months ended June 30, 2009, including $547.5 million
for construction and development activities in Singapore;
$174.2 million for construction and development activities
in Pennsylvania; $217.8 million for construction and
development activities in Macau (primarily for the unopened
areas of Four Seasons Macao and our other Cotai Strip
developments); $54.7 million at our Las Vegas Operating
Properties (primarily for The Shoppes at The Palazzo); and
$28.3 million for corporate and other activities.
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Table of Contents
Cash
Flows — Financing Activities
Net cash flows provided from financing activities were
$257.3 million for the six months ended June 30, 2009,
which primarily included net borrowings of $476.5 million
under the Singapore permanent facilities and repayments of
$137.5 million under the Macau credit facility and
$20.0 million under the U.S. credit facility, as well
as $48.0 million of preferred stock dividends.
Development
Financing Strategy
Through June 30, 2009, we have funded our development
projects primarily through borrowings under our U.S., Macau and
Singapore credit facilities, operating cash flows, proceeds from
our recent equity offerings and proceeds from the disposition of
non-core assets. We held unrestricted and restricted cash and
cash equivalents of approximately $2.59 billion and
$188.6 million, respectively, as of June 30, 2009.
The U.S. credit facility and FF&E facility require our
Las Vegas operations to comply with certain financial covenants
at the end of each quarter, including maintaining a maximum
leverage ratio of net debt, as defined, to trailing twelve-month
adjusted earnings before interest, income taxes, depreciation
and amortization, as defined (“Adjusted EBITDA”). The
maximum leverage ratio is 7.0x for the quarterly period ended
June 30, 2009, decreases to 6.5x for the quarterly periods
ending September 30 and December 31, 2009, and decreases by
0.5x every subsequent two quarterly periods until it decreases
to, and remains at, 5.0x for all quarterly periods thereafter
through maturity (commencing with the quarterly period ending
March 31, 2011). The Macau credit facility requires our
Macau operations to comply with similar financial covenants,
including maintaining a maximum leverage ratio of debt to
Adjusted EBITDA. The maximum leverage ratio is 4.0x for the
quarterly period ended June 30, 2009, decreases to 3.5x for
the quarterly periods ending September 30 and December 31,
2009, and then decrease to, and remains at, 3.0x for all
quarterly periods thereafter through maturity. If we are unable
to maintain compliance with the financial covenants under these
credit facilities, we would be in default under the respective
credit facilities. A default under our domestic credit
facilities would trigger a cross-default under our airplane
financings, which, if the respective lenders chose to accelerate
the indebtedness outstanding under these agreements, would
result in a default under our senior notes. A default under our
Macau credit facility would trigger a cross-default under our
ferry financing. Any defaults or cross-defaults under these
agreements would allow the lenders, in each case, to exercise
their rights and remedies as defined under their respective
agreements. If the lenders were to exercise their rights to
accelerate the due dates of the indebtedness outstanding, there
can be no assurance that we would be able to repay or refinance
any amounts that may become accelerated under such agreements,
which could force us to restructure or alter our operations or
debt obligations.
We completed a $475.0 million convertible senior notes
offering and a $2.1 billion common and preferred stock and
warrants offering in 2008. A portion of the proceeds from these
offerings was used domestically to exercise the EBITDA
true-up
provision (as defined below) during the quarterly periods ended
September 30, 2008 and March 31, 2009, and were
contributed to Las Vegas Sands, LLC to reduce its net debt in
order to maintain compliance with the maximum leverage ratio for
the quarterly periods ended March 31 and June 30, 2009. As
of June 30, 2009, our domestic leverage ratio was 6.76x,
compared to the maximum leverage ratio allowed of 7.0x. An
additional portion of the proceeds was used in Macau to exercise
the EBITDA
true-up
provision during the quarterly periods ended December 31,
2008 and June 30, 2009, and cash on hand was used to pay
down $125.0 million of indebtedness under the Macau credit
facility during the six months ended June 30, 2009, in
order to maintain compliance with the maximum leverage ratio for
the quarterly periods ended March 31 and June 30, 2009. As
of June 30, 2009, our Macau leverage ratio was 3.83x,
compared to the maximum leverage ratio allowed of 4.0x.
In order to fund our revised development plan, as described in
“— Note 1 — Organization and
Business of Company — Development Projects,” and
comply with the maximum leverage ratio covenants of our
U.S. and Macau credit facilities for the remaining
quarterly periods in 2009 and beyond, we will utilize cash on
hand, cash flow from operations and available borrowings under
our credit facilities. We will also need to execute some, or a
combination, of the following measures: (i) achieve
increased levels of Adjusted EBITDA at our Las Vegas and Macau
properties, primarily through aggressive cost-cutting measures
and implementation of efficiency initiatives; (ii) obtain
an amendment under the Macau credit facility, which would
include, among other things, increasing the maximum leverage
ratio for each quarterly period through the end of 2010,
(iii) obtain additional debt
and/or
equity
53
Table of Contents
financing through the sale of a minority interest in certain of
our Macau assets, the latter of which would require consent from
regulating authorities and lenders under the Macau credit
facility; (iv) elect to contribute up to $50 million
and $20 million of cash on hand to our Las Vegas and Macau
operations, respectively, on a bi-quarterly basis (such
contributions having the effect of increasing Adjusted EBITDA by
the corresponding amount during the applicable quarter for
purposes of calculating compliance with the maximum leverage
ratio (the “EBITDA
true-up”));
or (v) execute a debt reduction plan. If the aforementioned
measures are not sufficient to fund our revised development plan
and maintain compliance with our financial covenants, we may
also need to execute some, or a combination, of the following
measures: (i) further decrease the rate of spending on our
global development projects; (ii) obtain additional
financing at our parent company or Macau level, the proceeds of
which could be used to reduce or repay debt in Las Vegas
and/or
Macau; (iii) successfully complete the sale of certain
non-core assets (e.g. the malls at The Venetian Macao and Four
Seasons Macao or shares related to the Four Seasons Apartments),
a portion of the proceeds of which would be used to repay our
debt in Macau; (iv) elect to delay payment of dividends on
the preferred stock; or (v) seek a waiver or amendment
under our U.S. credit facility; however, there can be no
assurance that we will be able to obtain such waiver or
amendment. Management believes that successful execution of some
combination of the above measures will be sufficient for us to
fund our commitments and maintain compliance with our financial
covenants.
We are currently seeking an amendment to our Macau credit
facility to, among other things, obtain the necessary approvals
to allow for a potential sale of a minority interest in certain
of our Macau assets and modify certain financial covenants and
definitions, as noted above. Management expects to complete the
amendment process prior to September 30, 2009; however,
there can be no assurance that we will be able to obtain terms
favorable to us or at all.
Aggregate
Indebtedness and Other Known Contractual Obligations
As of June 30, 2009, there had been no material changes to
our aggregated indebtedness and other known contractual
obligations, which are set forth in the table included in our
Annual Report on
Form 10-K
for the year ended December 31, 2008, with the exception of
net proceeds of $476.5 million under our Singapore
permanent facilities (which mature in March 2015 and include
quarterly payments commencing with the quarter ending
March 31, 2011, with the remaining principal due in full
upon maturity) and a repayment of $125.0 million under our
Macau revolving credit facility (which matures in May 2011 with
no interim amortization).
Restrictions
on Distributions
We are a parent company with limited business operations. Our
main assets are the stock and membership interests of our
subsidiaries. The debt instruments of our U.S., Macau and
Singapore subsidiaries contain certain restrictions that, among
other things, limit the ability of certain subsidiaries to incur
additional indebtedness, issue disqualified stock or equity
interests, pay dividends or make other distributions, repurchase
equity interests or certain indebtedness, create certain liens,
enter into certain transactions with affiliates, enter into
certain mergers or consolidations or sell assets of our company
without prior approval of the lenders or noteholders.
Inflation
We believe that inflation and changing prices have not had a
material impact on our sales, revenues or income from continuing
operations during the past year.
Special
Note Regarding Forward-Looking Statements
This report contains forward-looking statements that are made
pursuant to the Safe Harbor Provisions of the Private Securities
Litigation Reform Act of 1995. These forward-looking statements
include the discussions of our business strategies and
expectations concerning future operations, margins,
profitability, liquidity and capital resources. In addition, in
certain portions included in this report, the words:
“anticipates,” “believes,”
“estimates,” “seeks,” “expects,”
“plans,” “intends” and similar expressions,
as they relate to our company or management, are intended to
identify forward-looking statements. Although we believe that
these forward-looking statements are reasonable, we cannot
assure you that any forward-looking statements will prove to be
correct. These forward-
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looking statements involve known and unknown risks,
uncertainties and other factors, which may cause our actual
results, performance or achievements to be materially different
from any future results, performance or achievements expressed
or implied by these forward-looking statements. These factors
include, among others, the risks associated with:
| • | our substantial leverage, debt service and debt covenant compliance (including sensitivity to fluctuations in interest rates and other capital markets trends); | |
| • | recent disruptions in the global financing markets and our ability to obtain sufficient funding for our current and future developments, including our Cotai Strip, Pennsylvania, Singapore and Las Vegas developments; | |
| • | general economic and business conditions which may impact levels of disposable income, consumer spending, pricing of hotel rooms and retail and mall sales; | |
| • | the impact of the suspensions of certain of our development projects and our ability to meet certain development deadlines, including Macau and Singapore; | |
| • | the uncertainty of tourist behavior related to spending and vacationing at casino-resorts in Las Vegas and Macau; | |
| • | visa restrictions limiting the number of visits and the length of stay for visitors from mainland China to our Macau properties; | |
| • | our dependence upon properties in Las Vegas, Pennsylvania and Macau for all of our cash flow; | |
| • | the expected annualized savings and enhanced operating leverage to be generated from our cost-cutting measures may not be fully realized; | |
| • | our relationship with GGP or any successor owner of The Shoppes at The Palazzo and The Grand Canal Shoppes, and the ability of GGP to perform under the purchase and sale agreement for The Shoppes at The Palazzo, as amended; | |
| • | new developments, construction and ventures, including our Cotai Strip developments, Marina Bay Sands, Sands Bethlehem and the St. Regis Residences; | |
| • | the passage of new legislation and receipt of governmental approvals for our proposed developments in Macau, Singapore and other jurisdictions where we are planning to operate; | |
| • | our insurance coverage, including the risk that we have not obtained sufficient coverage against acts of terrorism or will only be able to obtain additional coverage at significantly increased rates; | |
| • | disruptions or reductions in travel due to conflicts in Iraq and any future terrorist incidents; | |
| • | disruptions or reductions in travel, as well as disruptions in our operations, due to outbreaks of infectious diseases, such as severe acute respiratory syndrome, avian flu or swine flu; | |
| • | government regulation of the casino industry, including gaming license regulation, the legalization of gaming in certain domestic jurisdictions, including Native American reservations, and regulation of gaming on the Internet; | |
| • | increased competition and additional construction in Las Vegas, including recent and upcoming increases in hotel rooms, meeting and convention space, and retail space; | |
| • | fluctuations in the demand for all-suites rooms, occupancy rates and average daily room rates in Las Vegas; | |
| • | the popularity of Las Vegas and Macau as convention and trade show destinations; | |
| • | new taxes, changes to existing tax rates or proposed changes in tax legislation; | |
| • | our ability to maintain our Macau gaming subconcession and Singapore gaming concession; | |
| • | the completion of infrastructure projects in Macau and Singapore; | |
| • | increased competition and other planned construction projects in Macau and Singapore; and |
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| • | the outcome of any ongoing and future litigation. |
All future written and verbal forward-looking statements
attributable to us or any person acting on our behalf are
expressly qualified in their entirety by the cautionary
statements contained or referred to in this section. New risks
and uncertainties arise from time to time, and it is impossible
for us to predict these events or how they may affect us.
Readers are cautioned not to place undue reliance on these
forward-looking statements. We assume no obligation to update
any forward-looking statements after the date of this report as
a result of new information, future events or developments,
except as required by federal securities laws.
| 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. Our primary
exposure to market risk is interest rate risk associated with
our long-term debt. We attempt to manage our interest rate risk
primarily through the use of interest rate cap agreements, which
allow us to manage our interest rate risk associated with our
variable-rate debt. We do not hold or issue financial
instruments for trading purposes and do not enter into
derivative transactions that would be considered speculative
positions. Our derivative financial instruments consist
exclusively of interest rate cap agreements, which do not
qualify for hedge accounting. Interest differentials resulting
from these agreements are recorded on an accrual basis as an
adjustment to interest expense.
To manage exposure to counterparty credit risk in interest rate
cap agreements, we enter into agreements with highly rated
institutions that can be expected to fully perform under the
terms of such agreements. Frequently, these institutions are
also members of the bank group providing our credit facilities,
which management believes further minimizes the risk of
nonperformance.
The table below provides information about our financial
instruments that are sensitive to changes in interest rates. For
debt obligations, the table presents notional amounts and
weighted average interest rates by contractual maturity dates.
For cap agreements, notional amounts are used to calculate the
contractual payments to be exchanged under the contract.
Weighted average variable rates are based on the London
Inter-Bank Offer Rate (“LIBOR”), Hong Kong Inter-Bank
Offer Rate (“HIBOR”) and Singapore SWAP Offer Rate as
of June 30, 2009, plus the applicable interest rate spread
in accordance with the respective debt agreements. The
information is presented in U.S. dollar equivalents, which
is the Company’s reporting currency, for the years ending
June 30:
|
Fair |
||||||||||||||||||||||||||||||||
| 2010 | 2011 | 2012 | 2013 | 2014 | Thereafter | Total | Value(1) | |||||||||||||||||||||||||
| (Dollars in millions) | ||||||||||||||||||||||||||||||||
|
LIABILITIES
|
||||||||||||||||||||||||||||||||
|
Long-term debt
|
||||||||||||||||||||||||||||||||
|
Fixed rate
|
$ | — | $ | — | $ | — | $ | — | $ | — | $ | 250.0 | $ | 250.0 | $ | 190.3 | ||||||||||||||||
|
Average interest rate(2)
|
— | % | — | % | — | % | — | % | — | % | 6.4 | % | 6.4 | % | ||||||||||||||||||
|
Variable rate
|
$ | 141.1 | $ | 1,020.8 | $ | 1,899.7 | $ | 2,537.9 | $ | 3,764.4 | $ | 1,164.8 | $ | 10,528.7 | $ | 8,548.2 | ||||||||||||||||
|
Average interest rate(2)
|
2.3 | % | 2.5 | % | 2.3 | % | 2.5 | % | 2.1 | % | 2.7 | % | 2.3 | % | ||||||||||||||||||
|
ASSETS
|
||||||||||||||||||||||||||||||||
|
Cap agreements(3)
|
$ | 0.4 | $ | 1.3 | $ | — | $ | — | $ | — | $ | — | $ | 1.7 | $ | 1.7 | ||||||||||||||||
| (1) | The estimated fair values are based on quoted market prices, if available, or by pricing models based on the value of related cash flows discounted at current market interest rates. | |
| (2) | Based upon contractual interest rates for fixed rate indebtedness or current LIBOR, HIBOR and Singapore SWAP Offer Rate for variable-rate indebtedness. Based on variable-rate debt levels as of June 30, 2009, an assumed 100 basis point change in LIBOR, HIBOR and Singapore SWAP Offer Rate would cause our annual interest cost to change approximately $105.8 million. | |
| (3) | As of June 30, 2009, we have 17 interest rate cap agreements with an aggregate fair value of approximately $1.7 million based on quoted market values from the institutions holding the agreements. |
Borrowings under the U.S. credit facility bear interest at
our election, at either an adjusted Eurodollar rate or at an
alternative base rate plus a credit spread. The revolving
facility and term loans bear interest at the alternative base
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rate plus 0.5% or 0.75% per annum, respectively, or at the
adjusted Eurodollar rate plus 1.5% per annum or 1.75% per annum,
respectively, subject to downward adjustments based upon our
credit rating. Borrowings under the Macau credit facility bear
interest at our election, at either an adjusted Eurodollar rate
(or in the case of the local term loan, adjusted HIBOR) plus
2.25% per annum or at an alternative base rate plus 1.25% per
annum, and is subject to a downward adjustment of 0.25% per
annum from the beginning of the first interest period following
the substantial completion of The Venetian Macao. Borrowings
under the Singapore permanent facilities bear interest at the
Singapore SWAP Offer Rate plus a spread of 2.25% per annum.
Borrowings under the FF&E facility bear interest at LIBOR
plus 2.0% per annum. Borrowings under the airplane financings
bear interest at LIBOR plus 1.5% per annum. Borrowings under the
ferry financing bear interest at HIBOR plus 2.0% if borrowings
are made in Hong Kong dollars or LIBOR plus 2.0% if borrowings
are made in U.S. dollars. All current borrowings under the
ferry financing were made in Hong Kong dollars.
We may be vulnerable to changes in the U.S. dollar/Macau
pataca exchange rate. Based on balances as of June 30,
2009, an assumed 1% change in the U.S. dollar/Macau pataca
exchange rate would cause a foreign currency transaction
gain/loss of approximately $40.1 million. We do not hedge
our exposure to foreign currencies; however, we maintain a
significant amount of our operating funds in the same currencies
in which we have obligations; thereby, reducing our exposure to
currency fluctuations.
See also “Liquidity and Capital Resources.”
| ITEM 4 — | CONTROLS AND PROCEDURES |
Evaluation
of Disclosure Controls and Procedures
Disclosure controls and procedures are designed to ensure that
information required to be disclosed in the reports that we file
or submit under the Securities Exchange Act of 1934 is recorded,
processed, summarized, and reported within the time periods
specified in the Securities and Exchange Commission’s rules
and forms and that such information is accumulated and
communicated to our management, including our principal
executive officer and principal financial officer, as
appropriate, to allow for timely decisions regarding required
disclosure. Our Chief Executive Officer and Chief Financial
Officer have evaluated the disclosure controls and procedures
(as defined in the Securities Exchange Act of 1934
Rules 13a-15(e)
and
15d-15(e))
of the Company as of June 30, 2009, and have concluded that
they are effective to provide reasonable assurance that the
desired control objectives were achieved.
It should be noted that any system of controls, however well
designed and operated, can provide only reasonable, and not
absolute, assurance that the objectives of the system are met.
In addition, the design of any control system is based in part
upon certain assumptions about the likelihood of future events.
Because of these and other inherent limitations of control
systems, there can be no assurance that any design will succeed
in achieving its stated goals under all potential future
conditions, regardless of how remote.
Changes
in Internal Control over Financial Reporting
The only change in our internal control over financial reporting
that occurred during the quarter covered by this Quarterly
Report on
Form 10-Q
that had a material effect, or was reasonably likely to have a
material effect, on our internal control over financial
reporting, was the opening of Sands Bethlehem in May 2009. We
have implemented controls and procedures at Sands Bethlehem
similar to those in effect at our other facilities.
Part II
OTHER INFORMATION
OTHER INFORMATION
| ITEM 1 — | LEGAL PROCEEDINGS |
The Company is party to litigation matters and claims related to
its operations. For more information, see the Company’s
Annual Report on
Form 10-K
for the year ended December 31, 2008, and
“Part I — Item 1 — Financial
Statements — Notes to Condensed Consolidated Financial
Statements — Note 8 — Commitments and
Contingencies” of this Quarterly Report on
Form 10-Q.
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| ITEM 1A — | RISK FACTORS |
Except for the risk factor set forth below, there have been no
material changes from the risk factors previously disclosed in
the Company’s Annual Report on
Form 10-K
for the year ended December 31, 2008.
Proposed
changes in U.S. tax legislation could impact the Company’s
financial condition and results of operations.
On May 4, 2009, the Obama Administration announced
proposals for new U.S. tax legislation that would
fundamentally change how U.S. multinational corporations
are taxed on their global income. It is uncertain whether some
or all of the proposals will be enacted. Depending on their
content, such proposals, if enacted, could increase the
Company’s domestic income tax expense and liability, and
therefore, negatively impact the Company’s effective tax
rate, financial condition and results of operations.
| ITEM 4 — | SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS |
The Company’s annual meeting of stockholders was held on
June 10, 2009. At the annual meeting, votes were taken for:
(i) the election of directors, (ii) the ratification
of the selection of PricewaterhouseCoopers LLP as the
Company’s independent registered public accounting firm and
(iii) to consider and act upon a stockholder proposal.
The Company’s stockholders elected Michael A. Leven, Jason
N. Ader and Jeffrey H. Schwartz to serve on the Board of
Directors as Class II directors for three-year terms, which
will expire in 2012. The service of George P. Koo and Irwin A.
Siegel as Class I directors and Sheldon G. Adelson, Irwin
Chafetz and Charles D. Forman as Class III directors
continued after the meeting. Stockholders also ratified the
selection of PricewaterhouseCoopers LLP as the Company’s
independent registered public accounting firm and voted against
the stockholder proposal regarding a sustainability report.
The following tables provide details regarding the number of
votes cast by the Company’s stockholders with respect to
each of the matters indicated above.
Election of directors:
|
Nominees for Director
|
Votes For | Votes Withheld | ||||||
|
Michael A. Leven
|
549,416,621 | 30,520,513 | ||||||
|
Jason N. Ader
|
576,563,756 | 3,373,378 | ||||||
|
Jeffrey H. Schwartz
|
576,629,230 | 3,307,904 | ||||||
Ratification of Independent Registered Public Accounting Firm
and stockholder proposal to provide a sustainability report
describing the Company’s strategies in addressing its
environmental and social impacts, as well as employee and
community relations:
|
Broker |
||||||||||||||||
| Votes For | Votes Against | Abstentions | Non-Votes | |||||||||||||
|
Ratification of Independent Registered Public Accounting Firm
|
577,988,071 | 1,508,985 | 440,074 | 0 | ||||||||||||
|
Ratification of stockholder proposal regarding a sustainability
report
|
22,152,151 | 405,498,532 | 7,960,087 | 0 | ||||||||||||
| ITEM 5 — | OTHER MATTERS |
Transaction
with an Executive Officer
As previously disclosed, during 2008, a subsidiary of the
Company performed work at a home owned by Robert G. Goldstein,
the Company’s Executive Vice President. Mr. Goldstein
believed, and the Company acknowledged, that some of the work
was not performed in an appropriate manner. The matter was
referred to an independent expert, who concurred about the
quality of the work and concluded that Mr. Goldstein should
not be obligated to pay the $0.4 million incurred by the
Company for costs and overhead on the job. These findings have
been accepted by the Company and Mr. Goldstein.
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Table of Contents
LAS VEGAS
SANDS CORP.
| ITEM 6 — | EXHIBITS |
List of
Exhibits
|
Exhibit No.
|
Description of Document
|
|||
| 10 | .1 | Employment Agreement, dated as of July 10, 2009, among Las Vegas Sands Corp., Las Vegas Sands, LLC and Robert G. Goldstein. | ||
| 10 | .2 | Form of Nonqualified Stock Option Agreement under the Company’s 2004 Equity Award Plan. | ||
| 31 | .1 | Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | ||
| 31 | .2 | Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | ||
| 32 | .1 | Certification of Chief Executive Officer of Las Vegas Sands Corp. pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | ||
| 32 | .2 | Certification of Chief Financial Officer of Las Vegas Sands Corp. pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | ||
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Table of Contents
LAS VEGAS
SANDS CORP.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this quarterly report on
Form 10-Q
to be signed on its behalf by the undersigned thereunto duly
authorized.
LAS VEGAS SANDS CORP.
| By: |
/s/ Sheldon
G. Adelson
|
Sheldon G. Adelson
Chairman of the Board and
Chief Executive Officer
August 7, 2009
| By: |
/s/ Kenneth
J. Kay
|
Kenneth J. Kay
Chief Financial Officer
August 7, 2009
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Table of Contents
LAS VEGAS
SANDS CORP.
EXHIBIT INDEX
|
Exhibit No.
|
Description of Document
|
|||
| 10 | .1 | Employment Agreement, dated as of July 10, 2009, among Las Vegas Sands Corp., Las Vegas Sands, LLC and Robert G. Goldstein. | ||
| 10 | .2 | Form of Nonqualified Stock Option Agreement under the Company’s 2004 Equity Award Plan. | ||
| 31 | .1 | Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | ||
| 31 | .2 | Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | ||
| 32 | .1 | Certification of Chief Executive Officer of Las Vegas Sands Corp. pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | ||
| 32 | .2 | Certification of Chief Financial Officer of Las Vegas Sands Corp. pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | ||
61