-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, LMS8bWsDc+UhBOvZ37cnR+HEnJfimkDfA145YLStCBuxrCmEdTxFtVuUHs6SaUo6 cWJuEyJHkWuC51qZTyaPOg== 0000950142-05-002965.txt : 20051115 0000950142-05-002965.hdr.sgml : 20051115 20051114205211 ACCESSION NUMBER: 0000950142-05-002965 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20051114 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20051115 DATE AS OF CHANGE: 20051114 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LAS VEGAS SANDS CORP CENTRAL INDEX KEY: 0001300514 STANDARD INDUSTRIAL CLASSIFICATION: HOTELS & MOTELS [7011] IRS NUMBER: 270099920 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-32373 FILM NUMBER: 051204323 BUSINESS ADDRESS: STREET 1: 3355 LAS VEGAS BOULEVARD, SOUTH STREET 2: ROOM 1A CITY: LAS VEGAS STATE: NV ZIP: 89109 BUSINESS PHONE: (702) 414-1000 MAIL ADDRESS: STREET 1: 3355 LAS VEGAS BOULEVARD, SOUTH STREET 2: ROOM 1A CITY: LAS VEGAS STATE: NV ZIP: 89109 8-K 1 form8k-lsvc_111405.txt CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): NOVEMBER 14, 2005 LAS VEGAS SANDS CORP. - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) NEVADA - -------------------------------------------------------------------------------- (State or other jurisdiction of incorporation) 00132373 27-0099920 - -------------------------------------------------------------------------------- (Commission File Number) (IRS Employer Identification No.) 3355 LAS VEGAS BOULEVARD SOUTH LAS VEGAS, NEVADA 89109 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) (702) 414-1000 - -------------------------------------------------------------------------------- (Registrant's Telephone Number, Including Area Code) NOT APPLICABLE - -------------------------------------------------------------------------------- (Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (SEE General Instruction A.2. below): |_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION. On November 14, 2005, Las Vegas Sands Corp. issued a press release announcing that it recorded reserves in the quarter ended September 30, 2005 in connection with the previously disclosed litigation relating to the construction of The Venetian Resort Hotel Casino in Las Vegas. The reserves were not reflected in the Company's earnings press release for the quarter ended September 30, 2005. The press release is attached as Exhibit 99.1 to this report and is incorporated by reference into this item. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS. (c) Exhibits. 99.1 Press Release, dated November 14, 2005 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: November 14, 2005 LAS VEGAS SANDS CORP. By: /s/ Scott Henry ----------------------------------- Name: Scott Henry Title: Senior Vice President and Chief Financial Officer INDEX TO EXHIBITS ----------------- EXHIBIT NUMBER DESCRIPTION - ------- ----------- 99.1 Press Release dated November 14, 2005. EX-99 2 ex99-1form8klsvc111405.txt EXHIBIT 99.1 EXHIBIT 99.1 ------------ P R E S S R E L E A S E - -------------------------------------------------------------------------------- Contact: SCOTT D. HENRY Las Vegas Sands Corp. (702) 733-5502 LAS VEGAS SANDS CORP. RECORDS RESERVES FOR CONSTRUCTION LITIGATION - -------------------------------------------------------------------------------- LAS VEGAS -- November 14, 2005 - Las Vegas Sands Corp. (NYSE:LVS) today announced that it recorded reserves in the quarter ended September 30, 2005 in connection with the previously disclosed litigation relating to the construction of The Venetian Resort Hotel Casino in Las Vegas. The reserves were not reflected in the Company's earnings press release for the quarter ended September 30, 2005. Even though the Company continues to vigorously defend the action, the Company has taken the unusual step of recording this reserve following the release of earnings after reviewing all relevant factors and making conservative and appropriate assumptions. In connection with the reserves, the Company has recorded additional expenses related to the litigation and accrued for payment of the balance of its self-insured retention under a related insurance policy. That insurance policy covers the Company for liability in connection with the litigation in excess of the self-insured retention (subject to certain exceptions and policy limits). In relation to the reserves, the Company recorded additional imputed interest expense of $8.9 million and additional depreciation expense of $5.3 million in the third quarter 2005. The reserve has no affect on previously reported consolidated adjusted EBITDA or consolidated adjusted property EBITDAR for the three months or the nine months ended September 30, 2005. The reserve accruals will, in the aggregate, result in the Company's GAAP financial statement line items shown in the Company earnings press release for the three months and nine months ended September 30, 2005 changing to the following:
FOR THREE MONTHS ENDED FOR NINE MONTHS ENDED SEPTEMBER 30, 2005 SEPTEMBER 30, 2005 ---------------------- --------------------- (in thousands, except per share data) Depreciation and amortization $ 27,722 $ 68,784 Operating income 108,484 347,963 Interest expense, net of amounts capitalized (30,597) (75,649) Income before income taxes 86,669 157,332 (Provision) benefit for income taxes (6,573) 16,305 Net income 80,096 173,637 Basic earnings per share 0.23 0.49 Diluted earnings per share 0.23 0.49
The Company's financial statements for the three months and nine months ended September 30, 2005 which include the accrual for the construction litigation reserve, and a description of the status of the litigation, will be included in the Company's Quarterly Report on Form 10-Q filed with the Securities Exchange Commission on November 14, 2005. FORWARD-LOOKING STATEMENTS This press release contains forward-looking statements that are made pursuant to the Safe Harbor Provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements involve a number of risks, uncertainties or other factors beyond the company's control, which may cause material differences in actual results, performance or other expectations. These factors include, but are not limited to general economic conditions, competition, new ventures, government regulation, legalization of gaming, interest rates, future terrorist acts, insurance, and other factors detailed in the reports filed by Las Vegas Sands Corp. with the Securities and Exchange Commission. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date thereof. Las Vegas Sands Corp. assumes no obligation to update such information. -----END PRIVACY-ENHANCED MESSAGE-----